Common use of Perfection and Priority Clause in Contracts

Perfection and Priority. The security interest granted pursuant to this Agreement constitutes a valid and continuing perfected security interest in favor of the Collateral Agent for the benefit of the Secured Parties in all Collateral subject, for the following Collateral, to the occurrence of the following: (i) in the case of all Collateral in which a security interest may be perfected by filing a financing statement under the UCC, the completion of the filings specified on Schedule 2 (which, in the case of all filings referred to on such schedule, have been duly authorized by each Grantor and delivered to the Collateral Agent in completed form), (ii) with respect to any deposit account, the execution of a Control Agreement, (iii) in the case of all Copyrights, Trademarks and Patents for which UCC filings are insufficient, all appropriate filings having been made with the Applicable IP Office, (iv) in the case of letter-of-credit rights that are not supporting obligations of Collateral, the execution of a Contractual Obligation granting control to the Collateral Agent over such letter-of-credit rights, and (v) in the case of electronic chattel paper, the completion of all steps necessary to grant control to the Collateral Agent over such electronic chattel paper. Such security interest shall be prior to all other Liens on the Collateral except for Customary Permitted Liens having priority over the Collateral Agent’s Lien by operation of law or permitted pursuant to clause (c), (e) or (j) of the definition of “Customary Permitted Liens” in the Credit Agreement or subsection 8.2(c), 8.2(d), 8.2(e), 8.2(f) or 8.2(h) of the Credit Agreement upon (i) in the case of all Pledged Certificated Stock, Pledged Debt Instruments and Pledged Investment Property, the delivery thereof to the Collateral Agent of such Pledged Certificated Stock, Pledged Debt Instruments and Pledged Investment Property consisting of instruments and certificates, in each case properly endorsed for transfer to the Collateral Agent or in blank, (ii) in the case of all Pledged Investment Property not in certificated form, the execution of a Control Agreement with respect to such investment property, and (iii) in the case of all other instruments and tangible chattel paper that are not Pledged Certificated Stock, Pledged Debt Instruments or Pledged Investment Property, the delivery to the Collateral Agent of such instruments and tangible chattel paper. Except as set forth in this Section 4.2, all actions by each Grantor necessary to perfect the Lien granted hereunder on the Collateral have been duly taken.

Perfection and Priority. The security interest granted pursuant to this Agreement Agreement, to the extent a security interest can be granted by a security agreement governed by New York law, constitutes a valid and continuing perfected security interest in favor of the Collateral Agent for the benefit of the Secured Parties in all Collateral subject, for the following CollateralCollateral (to the extent any such item is Collateral and such steps are required herein), to the occurrence of the following: (i) in the case of all Collateral in which a security interest may be perfected by filing a financing statement under the UCC, the completion of the filings and other actions specified on Schedule 2 (which, in the case of all filings and other documents referred to on such schedule, have been duly authorized by each Grantor and delivered to the Collateral Agent in completed and duly authorized form), (ii) with respect to any deposit accountaccount or securities account or commodities account (other than Excluded Accounts), the execution of a Control AgreementAgreements, (iii) in the case of all U.S. registered Copyrights, U.S. registered Trademarks and U.S. issued Patents owned by a Grantor for which UCC filings are insufficient, all appropriate filings having been made with the Applicable IP United States Copyright Office or the United States Patent and Trademark Office, as applicable, (iv) in the case of letter-of-credit rights that are not supporting obligations of Collateral, the execution of a Contractual Obligation granting control to the Collateral Agent over such letter-of-credit rightsrights to the extent required under Section 5.6, and (v) in the case of electronic chattel paper, the completion of all steps necessary to grant control to the Collateral Agent over such electronic chattel paperpaper to the extent required under Section 5.6, and (vi) in the case of commercial tort claims, the notice of such commercial tort claims pursuant to Section 5.9; provided however that no Grantor is making any representation or warranty as to the perfection of a security interest in unregistered Copyrights or other unregistered Intellectual Property or any “intent to use” Trademark applications for which a statement of use has not been filed. Such security interest shall be prior to all other Liens on the Collateral described in the following clauses (i), (ii) and (iii), except for Customary (x) Permitted Liens securing First Lien Indebtedness which have priority over the Agent’s Lien as provided in the Intercreditor Agreement and (y) other Permitted Liens having priority over the Collateral Agent’s Lien by operation of law or permitted pursuant to clause (c), (e) or (j) express written agreement of the definition of “Customary Permitted Liens” in the Credit Agreement or subsection 8.2(c), 8.2(d), 8.2(e), 8.2(f) or 8.2(h) of the Credit Agreement Agent upon (i) in the case of all Pledged Certificated Stock, Pledged Debt Instruments and Pledged Investment Property, the delivery thereof to the Collateral Agent (or, to the extent required by the Intercreditor Agreement, the First Lien Agent) of such Pledged Certificated Stock, Pledged Debt Instruments and Pledged Investment Property to the extent required under Section 5.3 consisting of instruments and certificates, in each case properly endorsed for transfer to the Collateral Agent or in blank, (ii) in the case of all Pledged Investment Property not in certificated form, the execution of a Control Agreement Agreements with respect to such investment property, property to the extent required under Section 5.3 and (iii) in the case of all other instruments and tangible chattel paper that are not Pledged Certificated Stock, Pledged Debt Instruments or Pledged Investment Property, the delivery thereof to the Collateral Agent (or, to the extent required by the Intercreditor Agreement, the First Lien Agent) of such instruments and tangible chattel paper. Except as set forth in this Section 4.2, all actions by each Grantor necessary or desirable to protect and perfect the Lien granted hereunder on the Collateral have been duly taken.

Perfection and Priority. The Other than in respect of money and other Collateral subject to Section 9-311(a)(1) of the Code, the security interest granted to the Collateral Agent pursuant to this Agreement constitutes a valid and continuing first priority perfected security interest (subject, in favor the case of priority only, to Permitted Liens that are expressly permitted (if at all) by the terms of the Loan Agreement or this Agreement to have superior priority to the Lien and security interest granted to the Collateral Agent for the benefit of Lenders and the other Secured Parties) in favor of and for the benefit of Lenders and the other Secured Parties in all Collateral Collateral, subject, for the following Collateral, to the occurrence of the following: (ia) in the case of all Collateral in which a security interest may be perfected by filing a financing statement under the UCCCode, the completion of the filings and other actions specified on Schedule 2 of the Security Disclosure Letter (which, in the case of all filings and other documents referred to on such schedule, have been duly authorized by each Grantor and delivered to the Collateral Agent in completed formapplicable Guarantor), ; (iib) with respect to any deposit accountaccount over which a Control Agreement is required pursuant to Section 5.5 of the Loan Agreement, the execution of a Control Agreement, Agreements; (iiic) in the case of all CopyrightsUnited States Trademarks, Trademarks Patents and Patents Copyrights for which UCC Code filings are insufficientinsufficient to effectuate perfection, all appropriate filings having been made with the Applicable IP Office, as applicable; (ivd) in the case of letter-of-credit rights that are not supporting obligations of Collateralall Pledged Certificated Stock, the execution delivery thereof to the Collateral Agent, for the benefit of a Contractual Obligation granting control Lenders and the other Secured Parties, of such Pledged Certificated Stock consisting of instruments and certificates, in each case, properly endorsed for transfer to the Collateral Agent over such letter-of-credit rights, and or in blank; (ve) in the case of electronic chattel paperall Pledged Uncertificated Stock, the completion of all steps necessary to grant control delivery to the Collateral Agent, for the benefit of Lenders and the other Secured Parties, of an executed uncertificated stock control agreement among the issuer, the registered owner and the Collateral Agent over in the form attached as Annex 4 hereto; and (f) in the case of all other instruments that are not Pledged Stock, if any, the delivery thereof to the Collateral Agent, for the benefit of Lenders and the other Secured Parties, of such electronic chattel paperinstruments. Such Lien on and security interest in Pledged Stock shall be prior to all other Liens on the Collateral except for Customary such Collateral, subject to Permitted Liens having priority over the Collateral Agent’s Lien by operation of law or as and to the extent expressly permitted (if at all) by any Loan Document. Except to the extent expressly not required pursuant to clause (c), (e) or (j) the terms of the definition of “Customary Permitted Liens” in the Credit Loan Agreement or subsection 8.2(c), 8.2(d), 8.2(e), 8.2(f) or 8.2(h) of the Credit Agreement upon (i) in the case of all Pledged Certificated Stock, Pledged Debt Instruments and Pledged Investment Property, the delivery thereof to the Collateral Agent of such Pledged Certificated Stock, Pledged Debt Instruments and Pledged Investment Property consisting of instruments and certificates, in each case properly endorsed for transfer to the Collateral Agent or in blank, (ii) in the case of all Pledged Investment Property not in certificated form, the execution of a Control Agreement with respect to such investment property, and (iii) in the case of all other instruments and tangible chattel paper that are not Pledged Certificated Stock, Pledged Debt Instruments or Pledged Investment Property, the delivery to the Collateral Agent of such instruments and tangible chattel paper. Except as set forth in this Section 4.2Agreement, all actions by each Grantor necessary or desirable to protect and perfect the first priority Lien on and security interest in the Collateral granted hereunder on the Collateral have been duly taken.

Perfection and Priority. The security interest granted pursuant to this Agreement Agreement, to the extent a security interest can be granted by a security agreement governed by New York law, constitutes a valid and continuing perfected security interest in favor of the Collateral Agent for the benefit of the Secured Parties in all Collateral subject, for the following CollateralCollateral (to the extent any such item is Collateral and such steps are required herein), to the occurrence of the following: (i) in the case of all Collateral in which a security interest may be perfected by filing a financing statement under the UCC, the completion of the filings and other actions specified on Schedule 2 (which, in the case of all filings and other documents referred to on such schedule, have been duly authorized by each Grantor and delivered to the Collateral Agent in completed and duly authorized form), (ii) with respect to any deposit accountaccount or securities account or commodities account (other than Excluded Accounts), the execution of a Control AgreementAgreements, (iii) in the case of all U.S. registered Copyrights, U.S. registered Trademarks and U.S. issued Patents owned by a Grantor for which UCC filings are insufficient, all appropriate filings having been made with the Applicable IP United States Copyright Office or the United States Patent and Trademark Office, as applicable, (iv) in the case of letter-of-credit rights that are not supporting obligations of Collateral, the execution of a Contractual Obligation granting control to the Collateral Agent over such letter-of-credit rightsrights to the extent required under Section 5.6, and (v) in the case of electronic chattel paper, the completion of all steps necessary to grant control to the Collateral Agent over such electronic chattel paperpaper to the extent required under Section 5.6, and (vi) in the case of commercial tort claims, the notice of such commercial tort claims pursuant to Section 5.9; provided however that no Grantor is making any representation or warranty as to the perfection of a security interest in unregistered Copyrights or other unregistered Intellectual Property or any “intent to use” Trademark applications for which a statement of use has not been filed. Such security interest shall be prior to all other Liens on the Collateral described in the following clauses (i), (ii) and (iii), except for Customary Permitted Liens having priority over the Collateral Agent’s Lien by operation of law or permitted pursuant to clause (c), (e) or (j) express written agreement of the definition of “Customary Permitted Liens” in the Credit Agreement or subsection 8.2(c), 8.2(d), 8.2(e), 8.2(f) or 8.2(h) of the Credit Agreement Agent upon (i) in the case of all Pledged Certificated Stock, Pledged Debt Instruments and Pledged Investment Property, the delivery thereof to the Collateral Agent of such Pledged Certificated Stock, Pledged Debt Instruments and Pledged Investment Property to the extent required under Section 5.3 consisting of instruments and certificates, in each case properly endorsed for transfer to the Collateral Agent or in blank, (ii) in the case of all Pledged Investment Property not in certificated form, the execution of a Control Agreement Agreements with respect to such investment property, property to the extent required under Section 5.3 and (iii) in the case of all other instruments and tangible chattel paper that are not Pledged Certificated Stock, Pledged Debt Instruments or Pledged Investment Property, the delivery thereof to the Collateral Agent of such instruments and tangible chattel paper. Except as set forth in this Section 4.2, all actions by each Grantor necessary or desirable to protect and perfect the Lien granted hereunder on the Collateral have been duly taken.

Perfection and Priority. The security interest granted pursuant to this Agreement constitutes a valid and continuing perfected security interest in favor of the Collateral Agent for the benefit of the Secured Parties in all Collateral subject, for the following Collateral, to the extent applicable, to the occurrence of the following: (i) in the case of all Collateral in which a security interest may be perfected by filing a financing statement under the UCC, the completion of the filings and other actions specified on Schedule 2 (which, in the case of all filings and other documents referred to on such schedule, have been duly authorized by each Grantor and filed or delivered to the Collateral Agent in completed and duly authorized form, as applicable), ; (ii) with respect to any deposit account, Deposit Account and any Securities Account the execution of a Control Agreement, control agreements in form and substance satisfactory to the Collateral Agent; (iii) in the case of all Copyrights, Trademarks and Patents for which UCC filings are insufficient, all appropriate filings having been made with the Applicable IP United States Copyright Office or the United States Patent and Trademark Office, as applicable; (iv) in the case of letterLetter-of-credit Credit Rights including those rights that are not supporting obligations Supporting Obligations of Collateral, the execution of a Contractual Obligation in form and substance satisfactory to the Collateral Agent granting control to the Collateral Agent over such letterLetter-of-credit rights, and Credit Rights; (v) in the case of electronic chattel paperElectronic Chattel Paper, the completion of all steps necessary to grant control to the Collateral Agent over such electronic chattel paper. Such security interest shall be prior to all other Liens on the Collateral except for Customary Permitted Liens having priority over the Collateral Agent’s Lien by operation of law or permitted pursuant to clause Electronic Chattel Paper; (c), (e) or (j) of the definition of “Customary Permitted Liens” in the Credit Agreement or subsection 8.2(c), 8.2(d), 8.2(e), 8.2(f) or 8.2(h) of the Credit Agreement upon (ivi) in the case of all Pledged Certificated Stock, Pledged Debt Instruments and Pledged Investment Property, the delivery thereof to the Collateral Agent of such Pledged Certificated Stock, Pledged Debt Instruments and Pledged Investment Property consisting of instruments and certificates, in each case properly endorsed for transfer to the Collateral Agent or in blank, ; (iivii) in the case of all Pledged Investment Property not in certificated form, the execution of a Control Agreement with respect control agreements, in form and substance satisfactory to such investment property, the Collateral Agent; and (iiiviii) in the case of all other instruments and tangible chattel paper that are not Pledged Certificated Stock, Pledged Debt Instruments or Pledged Investment PropertyTangible Chattel Paper, the delivery thereof to the Collateral Agent of such instruments Tangible Chattel Paper. Upon its execution and tangible chattel paper. Except delivery of this Agreement or upon its execution and delivery of an Accession Agreement pursuant to Section 2.8 (as applicable), all actions, including those set forth in this Section 4.2above, all actions by each Grantor necessary to perfect the Lien Liens granted hereunder on the Collateral have been duly taken. Such security interest is prior to all other Liens on the Collateral except for Permitted Liens having priority over the Collateral Agent’s Liens by operation of law. [***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission.

Perfection and Priority. The security interest granted pursuant to this Agreement constitutes a valid and continuing perfected security interest in favor of the Collateral Agent for the benefit of the Secured Parties in all Collateral subject, for the following Collateral, to the extent applicable, to the occurrence of the following: (i) in the case of all Collateral in which a security interest may be perfected by filing a financing statement under the UCC, the completion of the filings and other actions specified on Schedule 2 (which, in the case of all filings and other documents referred to on such schedule, have been duly authorized by each Grantor and filed or delivered to the Collateral Agent in completed and duly authorized form, as applicable), ; (ii) with respect to any deposit account, Deposit Account and any Securities Account the execution of a Control Agreement, control agreements in form and substance satisfactory to the Collateral Agent; (iii) in the case of all Copyrights, Trademarks and Patents for which UCC filings are insufficient, all appropriate filings having been made with the Applicable IP United States Copyright Office or the United States Patent and Trademark Office, as applicable; (iv) in the case of letterLetter-of-credit Credit Rights, including those rights that are not supporting obligations Supporting Obligations of Collateral, the execution of a Contractual Obligation in form and substance satisfactory to the Collateral Agent granting control to the Collateral Agent over such letterLetter-of-credit rights, and Credit Rights; (v) in the case of electronic chattel paperElectronic Chattel Paper, the completion of all steps necessary to grant control to the Collateral Agent over such electronic chattel paper. Such security interest shall be prior to all other Liens on the Collateral except for Customary Permitted Liens having priority over the Collateral Agent’s Lien by operation of law or permitted pursuant to clause Electronic Chattel Paper; (c), (e) or (j) of the definition of “Customary Permitted Liens” in the Credit Agreement or subsection 8.2(c), 8.2(d), 8.2(e), 8.2(f) or 8.2(h) of the Credit Agreement upon (ivi) in the case of all Pledged Certificated Stock, Pledged Debt Instruments and Pledged Investment Property, the delivery thereof to the Collateral Agent of such Pledged Certificated Stock, Pledged Debt Instruments and Pledged Investment Property consisting of instruments and certificates, in each case properly endorsed for transfer to the Collateral Agent or in blank, ; (iivii) in the case of all Pledged Investment Property not in certificated form, the execution of a Control Agreement with respect control agreements, in form and substance satisfactory to such investment property, the Collateral Agent; and (iiiviii) in the case of all other instruments and tangible chattel paper that are not Pledged Certificated Stock, Pledged Debt Instruments or Pledged Investment PropertyTangible Chattel Paper, the delivery thereof to the Collateral Agent of such instruments Tangible Chattel Paper. Upon its execution and tangible chattel paper. Except delivery of this Agreement or upon its execution and delivery of an Accession Agreement pursuant to Section 2.3 (as applicable), all actions, including those set forth in this Section 4.2above, all actions by each Grantor necessary to perfect the Lien granted hereunder on the Collateral have been duly taken. [***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission. Such security interest is prior to all other Liens on the Collateral except for Permitted Liens having priority over the Collateral Agent’s Lien by operation of law.

Perfection and Priority. The Other than in respect of money and other Collateral subject to Section 9-311(a)(1) of the Code, the security interest granted to the Collateral Agent pursuant to this Agreement constitutes a valid and continuing first priority perfected security interest (subject, in favor the case of priority only, to Permitted Liens that are expressly permitted (if at all) by the terms of the Loan Agreement or this Agreement to, or that by operation of law, have superior priority to the Lien and security interest granted to the Collateral Agent for the benefit of Lenders and the other Secured Parties) in favor of and for the benefit of Lenders and the other Secured Parties in all Collateral Collateral, subject, for the following Collateral, to the occurrence of the following: (ia) in the case of all Collateral in which a security interest may be perfected by filing a financing statement under the UCCCode, the completion of the filings and other actions specified on Schedule 2 of the Security Disclosure Letter (which, in the case of all filings and other documents referred to on such schedule, have been duly authorized by each Grantor and delivered to the Collateral Agent in completed formapplicable Guarantor), ; (iib) with respect to any deposit accountaccount over which a Control Agreement is required pursuant to Section 5.5 of the Loan Agreement, the execution of a Control Agreement, (iii) Agreements; in the case of all CopyrightsUnited States Trademarks, Trademarks Patents and Patents Copyrights for which UCC Code filings are insufficientinsufficient to effectuate perfection, all appropriate filings having been made with the Applicable IP Office, as applicable; (iv) in the case of letter-of-credit rights that are not supporting obligations of Collateral, the execution of a Contractual Obligation granting control to the Collateral Agent over such letter-of-credit rights, and (v) in the case of electronic chattel paper, the completion of all steps necessary to grant control to the Collateral Agent over such electronic chattel paper. Such security interest shall be prior to all other Liens on the Collateral except for Customary Permitted Liens having priority over the Collateral Agent’s Lien by operation of law or permitted pursuant to clause (c), (e) or (j) of the definition of “Customary Permitted Liens” in the Credit Agreement or subsection 8.2(c), 8.2(d), 8.2(e), 8.2(f) or 8.2(h) of the Credit Agreement upon (id) in the case of all Pledged Certificated Stock, Pledged Debt Instruments and Pledged Investment Property, the delivery thereof to the Collateral Agent Agent, for the benefit of Lenders and the other Secured Parties, of such Pledged Certificated Stock, Pledged Debt Instruments and Pledged Investment Property consisting of instruments and certificates, in each case case, properly endorsed for transfer to the Collateral Agent or in blank, ; (iie) in the case of all Pledged Investment Property not in certificated formUncertificated Stock, the execution delivery to the Collateral Agent, for the benefit of a Control Agreement with respect to such investment propertythe Lenders and the other Secured Parties, of an executed uncertificated stock control agreement among the issuer, the registered owner and the Collateral Agent in the form attached as Annex 4 hereto; and (iiif) in the case of all other instruments and tangible chattel paper that are not Pledged Certificated Stock, Pledged Debt Instruments or Pledged Investment Propertyif any, the delivery thereof to the Collateral Agent Agent, for the benefit of Lenders and the other Secured Parties, of such instruments instruments. Such Lien on and tangible chattel papersecurity interest in Pledged Stock shall be prior to all other Liens on such Collateral, subject to Permitted Liens having priority over the Collateral Agent’s Lien by operation of law or as and to the extent expressly permitted (if at all) by any Loan Document. Except as set forth in to the extent expressly not required pursuant to the terms of the Loan Agreement or this Section 4.2Agreement, all actions by each Grantor necessary or desirable to protect and perfect the first priority Lien on and security interest in the Collateral granted hereunder on the Collateral have been duly takentaken (subject to Section 3.2(b)).

Perfection and Priority. The Other than in respect of money, insurance policies and other Collateral subject to Section 9311(a)(1) of the Code, the security interest granted pursuant to this Agreement constitutes a valid and continuing perfected first priority security interest (subject, in the case of priority only, to Permitted Liens) in favor of the Collateral Agent for the benefit of the Secured Parties in all Collateral subject, for the following Collateral, to the occurrence of the following: (i) in the case of all Collateral in which a security interest may be perfected by filing a financing statement under the UCCCode, the completion of the filings and other actions specified on Schedule 2 (which, in the case of all filings and other documents referred to on such schedule, have been duly authorized by each Grantor and delivered to the Collateral Agent in completed and duly authorized form), (ii) with respect to any deposit account, the execution of a Control AgreementAgreements, (iii) in the case of all Copyrights, Trademarks and Patents for which UCC Code filings are insufficientinsufficient to effectuate perfection, all appropriate filings having been made with the Applicable IP OfficeUnited States Copyright Office or the United States Patent and Trademark Office or appropriate foreign office, as applicable, (iv) in the case of letter-of-credit rights that are not supporting obligations of Collateral, the execution of a Contractual Obligation contractual obligation granting control to the Collateral Agent over such letter-of-credit rights, and (v) in the case of electronic chattel paper, the completion of all steps necessary to grant control to the Collateral Agent over such electronic chattel paperpaper and (vi) in the case of Vehicles, the actions required under subsection 5.1(e). Such security interest in Pledged Collateral, Pledged Investment Property, all other instruments, and tangible chattel paper shall be prior to all other Liens on the such Collateral except for Customary Permitted Liens (including purchase money security interests) having priority over the Collateral Agent’s Lien by operation of law or permitted pursuant to clause (c), (e) or (j) upon the earlier of the definition of “Customary Permitted Liens” financing statement filings referred to in the Credit Agreement or subsection 8.2(c), 8.2(d), 8.2(e), 8.2(f) or 8.2(h) of the Credit Agreement upon immediately preceding sentence and (i) in the case of all Pledged Certificated Stock, Pledged Debt Instruments and Pledged Investment Property, the delivery thereof to the Collateral Agent of such Pledged Certificated Stock, Pledged Debt Instruments and Pledged Investment Property consisting of instruments and certificates, in each case properly endorsed for transfer to the Collateral Agent or in blank, (ii) in the case of all Pledged Investment Property not in certificated form, the execution of a Control Agreement Agreements with respect to such investment property, (iii) in the case of Pledged Uncertificated Stock, the delivery thereof to Agent in accordance with Section 8106(c)(1) of the Code or the execution of a control agreement among the issuer, the registered owner and Agent in accordance with Section 8106(c)(2) of the Code and (iiiiv) in the case of all other instruments and tangible chattel paper that are not Pledged Certificated Stock, Pledged Debt Instruments Instruments, Pledged Investment Property or Pledged Investment PropertyUncertificated Stock, the delivery thereof to the Collateral Agent of such instruments and tangible chattel paper. Except as set forth in this Section 4.2, all actions by each Grantor necessary or desirable to protect and perfect the Lien granted hereunder on the Collateral have been duly taken.

Perfection and Priority. The security interest granted pursuant to this Agreement constitutes a valid and continuing perfected security interest in favor of the Collateral Agent for the benefit of the Secured Parties Lender in all Collateral subject, for the following Collateral, to the occurrence of the following: (ia) in the case of all Collateral in which a security interest may be perfected by filing a financing statement under the UCC, the completion of the filings and other actions specified on Schedule 2 (which, in the case of all filings and other documents referred to on such schedule, have been delivered to Lender in completed and duly authorized by each Grantor and delivered to the Collateral Agent in completed form), (iib) with respect to any deposit account, the execution of a Control AgreementAgreements, (iiic) in the case of all Copyrights, Trademarks and Patents for which UCC filings are insufficient, all appropriate filings having been made with the Applicable IP United States Copyright Office or the United States Patent and Trademark Office, as applicable, and all required fees and taxes to maintain and protect such Grantor’s interest in the Intellectual Property having been paid, (ivd) in the case of letter-of-credit rights that are not supporting obligations of Collateral, the execution of a Contractual Obligation granting control to the Collateral Agent Lender over such letter-of-credit rights, and (ve) in the case of electronic chattel paper, the completion of all steps necessary to grant control to the Collateral Agent Lender over such electronic chattel paperpaper and (f) in the case of Vehicles, the actions required under Section 5.1(e). Such security interest shall be prior to all other Liens on the Collateral except for Customary Permitted Liens having priority over the Collateral AgentLender’s Lien by operation of law or permitted pursuant to clause (c), (e) or (j) of the definition of “Customary Permitted Liens” in the Credit Agreement or subsection 8.2(c), 8.2(d), 8.2(e), 8.2(f) or 8.2(h) of the Credit Agreement upon (i) in the case of all Pledged Certificated Stock, Pledged Debt Instruments and Pledged Investment Property, the delivery thereof to the Collateral Agent Lender of such Pledged Certificated Stock, Pledged Debt Instruments and Pledged Investment Property consisting of instruments and certificates, in each case properly endorsed for transfer to the Collateral Agent Lender or in blank, (ii) in the case of all Pledged Investment Property not in certificated form, the execution of a Control Agreement Agreements with respect to such investment property, property and (iii) in the case of all other instruments and tangible chattel paper that are not Pledged Certificated Stock, Pledged Debt Instruments or Pledged Investment Property, the delivery thereof to the Collateral Agent Lender of such instruments and tangible chattel paper. Except as set forth in this Section 4.2, all actions by each Grantor necessary or desirable to protect and perfect the Lien granted hereunder on the Collateral have been duly taken.

Perfection and Priority. The security interest granted pursuant to this Agreement Agreement, to the extent a security interest can be granted by a security agreement governed by New York law, constitutes a valid and continuing perfected security interest in favor of the Collateral Agent for the benefit of the Secured Parties in all Collateral subject, for the following Collateral, to the occurrence of the following: (i) in the case of all Collateral in which a security interest may be perfected by filing a financing statement under the UCC, the completion of the filings and other actions specified on Schedule 2 (which, in the case of all filings and other documents referred to on such schedule, have been duly authorized by each Grantor and delivered to the Collateral Agent in completed and duly authorized form), (ii) with respect to any deposit account, the execution of a Control AgreementAgreements, (iii) in the case of all U.S. registered Copyrights, U.S. registered Trademarks and U.S. issued Patents owned by a Grantor for which UCC filings are insufficient, all appropriate filings having been made with the Applicable IP United States Copyright Office or the United States Patent and Trademark Office, as applicable, (iv) in the case of letter-of-credit rights that are not supporting obligations of Collateral, the execution of a Contractual Obligation granting control to the Collateral Agent over such letter-of-credit rightsrights to the extent required under Section 4.6, and (v) in the case of electronic chattel paper, the completion of all steps necessary to grant control to the Collateral Agent over such electronic chattel paperpaper to the extent required under Section 4.6. Such security interest shall be prior to all other Liens on the Collateral except for Customary Permitted Liens having priority over the Collateral Agent’s Lien by operation of law or permitted pursuant or, subject to clause (c), (e) or (j) the terms of the definition of “Customary Permitted Liens” in Intercreditor Agreement, with the Credit Agreement or subsection 8.2(c), 8.2(d), 8.2(e), 8.2(f) or 8.2(h) express written agreement of the Credit Agreement Collateral Agent acting upon the direction of the Holders upon (i) in the case of all Pledged Certificated Stock, Pledged Debt Instruments and Pledged Investment Property, the delivery thereof to the Collateral Agent (or, to the extent required by the Intercreditor Agreement, the First Lien Agent) of such Pledged Certificated Stock, Pledged Debt Instruments and Pledged Investment Property to the extent required under Section 4.3 consisting of instruments and certificates, in each case properly endorsed for transfer to the Collateral Agent (or, to the extent required by the Intercreditor Agreement, the First Lien Agent) or in blank, (ii) in the case of all Pledged Investment Property not in certificated form, the execution of a Control Agreement Agreements with respect to such investment property, property to the extent required under Section 4.3 and (iii) in the case of all other instruments and tangible chattel paper that are not Pledged Certificated Stock, Pledged Debt Instruments or Pledged Investment Property, the delivery thereof to the Collateral Agent (or, to the extent required by the Intercreditor Agreement, the First Lien Agent) of such instruments and tangible chattel paper. Except as set forth in this Section 4.23.2, all actions by each Grantor necessary or desirable to protect and perfect the Lien granted hereunder on the Collateral have been duly taken.

Perfection and Priority. The security interest granted pursuant to this Agreement constitutes a valid and continuing perfected security interest in favor of the Collateral Agent for the benefit of the Secured Parties Party in all Collateral subjectenforceable against third parties, for subject as to the perfection of such security interest in respect of the following Collateral, to the occurrence of the following: (ia) in the case of all Collateral in which a security interest may be perfected by filing a financing statement under the UCC, the completion of the filings and other actions specified on Schedule 2 (which, in the case of all filings and other documents referred to on such schedule, have been duly authorized by each Grantor and delivered to the Collateral Agent Secured Party in completed and duly authorized form), (ii) with respect to any deposit account, the execution of a Control Agreement, (iiib) in the case of all U.S. registered Copyrights, Trademarks and Patents for which UCC filings are insufficient, all appropriate filings having been made with the Applicable IP United States Copyright Office or the United States Patent and Trademark Office, as applicable, (ivc) in the case of letter-of-credit rights that are not supporting obligations of Collateral, the execution of a Contractual Obligation an assignment granting control to the Collateral Agent Secured Party over such letter-of-credit rights, and (vd) in the case of electronic chattel paper, the completion of all steps necessary to grant control to the Collateral Agent Secured Party over such electronic chattel paper, and (e) in the case of Vehicles, filings with certain governmental authorities, in each case, to the extent perfected security interests in such Collateral may be effectuated thereby. Such security interest shall be prior to all other Liens on the Collateral except Collateral, expect for Customary Permitted certain permitted Liens having priority over the Collateral Agent’s Secured Party's Lien by operation of law or permitted pursuant to clause (c), (e) or (j) of the definition of “Customary Permitted Liens” in the Credit Agreement or subsection 8.2(c), 8.2(d), 8.2(e), 8.2(f) or 8.2(h) of the Credit Agreement upon (i) in the case of all Pledged Certificated Stock, Pledged Debt Instruments and Pledged Investment Property, the delivery thereof to the Collateral Agent Secured Party of such Pledged Certificated Stock, Pledged Debt Instruments and Pledged Investment Property consisting of instruments and certificates, in each case properly endorsed for transfer to the Collateral Agent Secured Party or in blank, and (ii) in the case of all Pledged Investment Property not in certificated form, the execution of a Control Agreement with respect to such investment property, and (iii) in the case of all other instruments and tangible chattel paper that are not Pledged Certificated Stock, Pledged Debt Instruments or Pledged Investment Property, the delivery thereof to the Collateral Agent Secured Party of such instruments and tangible chattel paper. Except as set forth in this Section 4.2, all actions by each Grantor necessary to perfect the Lien granted hereunder on the Collateral have been duly taken.

Perfection and Priority. The security interest granted pursuant to this Agreement constitutes a valid and continuing perfected security interest in favor of the Collateral Agent for the benefit of the Secured Parties in all Collateral subject, for the following Collateral, to the occurrence of the following: (i) in the case of all Collateral in which a security interest may be perfected by filing a financing statement under the UCC, the completion of the filings and other actions specified on Schedule 2 (which, in the case of all filings and other documents referred to on such schedule, have been duly authorized by each Grantor and delivered to the Collateral Agent in completed and duly authorized form), (ii) with respect to any deposit account, the execution of a Account Control AgreementAgreements, (iii) in the case of all Copyrightscopyrights, Trademarks trademarks and Patents patents for which UCC filings are insufficient, all appropriate filings having been made with the Applicable IP United States Copyright Office or the United States Patent and Trademark Office, as applicable, (iv) in the case of letter-of-credit rights that are not supporting obligations of Collateral, the execution of a Contractual Obligation granting control to the Collateral Agent over such letter-of-credit rights, and (v) in the case of electronic chattel paper, the completion of all steps necessary to grant control to the Collateral Agent over such electronic chattel paperpaper and (vi) in the case of Vehicles, the actions required under Section 5.1(e). Such security interest shall be prior to all other Liens on the Collateral except for Customary Permitted Liens Encumbrances having priority over the Collateral Agent’s Lien by operation of law or permitted pursuant to clause (c), (e) or (jd) of the definition of “Customary Permitted LiensEncumbrance” in the Credit Agreement or subsection 8.2(c), 8.2(d), 8.2(e), 8.2(f) or 8.2(h) of the Credit Agreement upon (i) in the case of all Pledged Certificated Stock, Pledged Debt Instruments and Pledged Investment Property, the delivery thereof to the Collateral Agent of such Pledged Certificated Stock, Pledged Debt Instruments and Pledged Investment Property consisting of instruments and certificates, in each case properly endorsed for transfer to the Collateral Agent or in blank, (ii) in the case of all Pledged Investment Property not in certificated form, the execution of a Account Control Agreement Agreements with respect to such investment property, property and (iii) in the case of all other instruments and tangible chattel paper that are not Pledged Certificated Stock, Pledged Debt Instruments or Pledged Investment Property, the delivery thereof to the Collateral Agent of such instruments and tangible chattel paper. Except as set forth in this Section 4.2, all actions by each Grantor necessary or desirable to protect and perfect the Lien granted hereunder on the Collateral have been duly taken or will, on the Closing Date, be taken.

Perfection and Priority. The security interest granted pursuant to this Agreement constitutes a valid and continuing perfected security interest in favor of the Collateral Agent for the benefit of the Secured Parties in all Collateral subject, for the following Collateral, to the occurrence of the following: (i) in the case of all Collateral in which a security interest may be perfected by filing a financing statement under the UCC, the completion of the filings and other actions specified on Schedule 2 (which, in the case of all filings and other documents referred to on such schedule, have been duly authorized by each Grantor and delivered to the Collateral Agent in completed and duly authorized form), (ii) with respect to any deposit account, the execution of a Control AgreementAgreements, (iii) in the case of all Copyrights, Trademarks and Patents for which UCC filings are insufficient, all appropriate filings having been made with the Applicable IP United States Copyright Office or the United States Patent and Trademark Office, as applicable, (iv) in the case of letter-of-credit rights that are not supporting obligations of Collateral, the execution of a Contractual Obligation granting control to the Collateral Agent over such letter-of-credit rights, and (v) in the case of electronic chattel paper, the completion of all steps necessary to grant control to the Collateral Agent over such electronic chattel paper. Such security interest shall be prior to all other Liens on the Collateral except for Customary Permitted Liens having priority over the Collateral Agent’s Lien by operation of law or permitted pursuant to clause (cSection 5.1(e), (e5.1(g), 5.1(h), 5.1(i), 5.1(k), 5.1(p) or (j) of the definition of “Customary Permitted Liens” in the Credit Agreement or subsection 8.2(c), 8.2(d), 8.2(e), 8.2(f) or 8.2(h5.1(q) of the Credit Agreement upon (i) in the case of all Pledged Certificated Stock, Pledged Debt Instruments and Pledged Investment Property, the delivery thereof to the Collateral Agent of such Pledged Certificated Stock, Pledged Debt Instruments and Pledged Investment Property consisting of instruments and certificates, in each case properly endorsed for transfer to the Collateral Agent or in blank, (ii) in the case of all Pledged Investment Property not in certificated form, the execution of a Control Agreement Agreements with respect to such investment property, property and (iii) in the case of all other instruments and tangible chattel paper that are not Pledged Certificated Stock, Pledged Debt Instruments or Pledged Investment Property, the delivery thereof to the Collateral Agent of such instruments and tangible chattel paper. Except as set forth in this Section 4.2, all actions by each Grantor necessary or desirable to protect and perfect the Lien granted hereunder on the Collateral have been duly taken.

Perfection and Priority. The security interest granted pursuant to this Agreement Agreement, to the extent a security interest can be granted by a security agreement governed by Illinois law, constitutes a valid and continuing perfected security interest in favor of the Collateral US Agent for the benefit of the Secured Parties in all Collateral subject, for the following Collateral, to the occurrence of the following: (i) in the case of all Collateral in which a security interest may be perfected by filing a financing statement under the UCC, the completion of the filings and other actions specified on Schedule 2 (which, in the case of all filings and other documents referred to on such schedule, have been duly authorized by each Grantor and delivered to the Collateral US Agent in completed and duly authorized form), (ii) with respect to any deposit account, the execution of a Control AgreementAgreements, (iii) in the case of all U.S. registered Copyrights, U.S. registered Trademarks and U.S. issued Patents owned by a Grantor for which UCC filings are insufficient, all appropriate filings having been made with the Applicable IP United States Copyright Office or the United States Patent and Trademark Office, as applicable, (iv) in the case of letter-of-credit rights that are not supporting obligations of Collateral, the execution of a Contractual Obligation granting control to the Collateral US Agent over such letter-of-credit rightsrights to the extent required under Section 5.6, and (v) in the case of electronic chattel paper, the completion of all steps necessary to grant control to the Collateral US Agent over such electronic chattel paperpaper to the extent required under Section 5.6. Such security interest shall be prior to all other Liens on the Collateral except for Customary Permitted Liens having priority over the Collateral US Agent’s Lien by operation of law or permitted pursuant to clause (c), (e) or (j) with the express written agreement of the definition of “Customary Permitted Liens” in the Credit Agreement or subsection 8.2(c), 8.2(d), 8.2(e), 8.2(f) or 8.2(h) of the Credit Agreement US Agent upon (i) in the case of all Pledged Certificated Stock, Pledged Debt Instruments and Pledged Investment Property, the delivery thereof to the Collateral US Agent of such Pledged Certificated Stock, Pledged Debt Instruments and Pledged Investment Property to the extent required under Section 5.3 consisting of instruments and certificates, in each case properly endorsed for transfer to the Collateral US Agent or in blank, (ii) in the case of all Pledged Investment Property not in certificated form, the execution of a Control Agreement Agreements with respect to such investment property, property to the extent required under Section 5.3 and (iii) in the case of all other instruments and tangible chattel paper that are not Pledged Certificated Stock, Pledged Debt Instruments or Pledged Investment Property, the delivery thereof to the Collateral US Agent of such instruments and tangible chattel paper. Except as set forth in this Section 4.2, all actions by each Grantor necessary or desirable to protect and perfect the Lien granted hereunder on the Collateral have been duly taken.

Perfection and Priority. The security interest granted pursuant to this Agreement constitutes a valid and continuing perfected security interest in favor of the Collateral Administrative Agent for the benefit of the Secured Parties in all Collateral subject, for the following Collateral, to the occurrence of the following: (i) in the case of all Collateral in which a security interest may be perfected by filing a financing statement under the UCC, the completion of the filings and other actions specified on Schedule 2 (which, in the case of all filings and other documents referred to on such schedule, have been duly authorized by each Grantor and delivered to the Collateral Administrative Agent in completed and duly authorized form), (ii) with respect to in the case of any deposit account, the execution of a Control Agreement, (iii) in the case of all Copyrights, Trademarks and Patents for which UCC filings are insufficient, all appropriate filings having been made with the Applicable IP United States Copyright Office or the United States Patent and Trademark Office, as applicable, (iv) in the case of letter-of-credit rights that are not supporting obligations of Collateral, the execution of a Contractual Obligation granting control under the UCC to the Collateral Administrative Agent over such letter-of-credit rights, and (v) in the case of electronic chattel paper, the completion of all steps necessary to grant control to the Collateral Administrative Agent over such electronic chattel paperpaper under the UCC and (vi) in the case of Vehicles, the actions required under Section 5.1(e). Such security interest shall be prior to all other Liens on the Collateral except for Customary Permitted Liens having priority over the Collateral Administrative Agent’s Lien by operation of law or unless otherwise permitted pursuant to clause (c), (e) or (j) of the definition of “Customary Permitted Liens” in the Credit Agreement or subsection 8.2(c), 8.2(d), 8.2(e), 8.2(f) or 8.2(h) of the Credit Agreement by any Loan Document upon (i) in the case of all Pledged Certificated Stock, Pledged Debt Instruments and Pledged Investment Property, the delivery thereof to the Collateral Administrative Agent of such Pledged Certificated Stock, Pledged Debt Instruments and Pledged Investment Property consisting of instruments and certificates, in each case properly endorsed for transfer to the Collateral Administrative Agent or in blank, (ii) in the case of all Pledged Investment Property not in certificated form, the execution of a Control Agreement Agreements with respect to such investment property, property and (iii) in the case of all other instruments and tangible chattel paper that are not Pledged Certificated Stock, Pledged Debt Instruments or Pledged Investment Property, the delivery thereof to the Collateral Administrative Agent of such instruments and tangible chattel paper. Except as set forth in this Section 4.2, all actions by each Grantor necessary or desirable to protect and perfect the Lien granted hereunder on the Collateral have been duly taken. Upon the taking of the action described in this Section 4.2, such security interest shall be prior to all other Liens on the Collateral except for Customary Permitted Liens having priority over the Administrative Agent’s Lien by operation of law or unless otherwise permitted by any Loan Document.

Perfection and Priority. The Unless otherwise permitted herein, the security interest granted pursuant to this Agreement constitutes a valid and continuing perfected security interest under applicable law in favor of the Collateral Agent for the benefit of the Secured Parties Lender in all Collateral subject, for the following Collateral, to the occurrence of the following: (i) in the case of all Collateral in which a security interest may be perfected by filing a financing statement under the UCC, the completion of the filings and other actions specified on Schedule 2 (which, in the case of all filings and other documents referred to on such schedule, have been duly authorized by each Grantor and delivered to the Collateral Agent Lender in completed and duly authorized form), (ii) with respect to any deposit account, the execution of a Control Agreements as and to the extent required under the Credit Agreement, (iii) in the case of all Copyrights, Trademarks and Patents for which UCC filings are insufficient, all appropriate filings having been made with the Applicable IP Office, (iv) in the case of letter-of-credit rights that are not supporting obligations of Collateral, the execution of a Contractual Obligation granting control to the Collateral Agent Lender over such letter-of-credit rights, and (v) in the case of electronic chattel paper, the completion of all steps necessary to grant control to the Collateral Agent Lender over such electronic chattel paperpaper and (vi) in the case of Vehicles, the actions required under Section 5.1(e). Such security interest shall be prior to all other Liens on the Collateral except for Customary Permitted Liens having priority over the Collateral AgentLender’s Lien by operation of law or unless otherwise permitted pursuant to clause (c), (e) or (j) of the definition of “Customary Permitted Liens” in the Credit Agreement or subsection 8.2(c), 8.2(d), 8.2(e), 8.2(f) or 8.2(h) of the Credit Agreement by any Loan Document upon (i) in the case of all Pledged Certificated Stock, Pledged Debt Instruments and Pledged Investment Property, the delivery thereof to the Collateral Agent Lender of such Pledged Certificated Stock, Pledged Debt Instruments and Pledged Investment Property consisting of instruments and certificates, in each case properly endorsed for transfer to the Collateral Agent Lender or in blank, (ii) in the case of all Pledged Investment Property not in certificated form, the execution of a Control Agreement Agreements with respect to such investment property, property and (iii) in the case of all other instruments and tangible chattel paper that are not Pledged Certificated Stock, Pledged Debt Instruments or Pledged Investment Property, the delivery thereof to the Collateral Agent Lender of such instruments and tangible chattel paper. Except as set forth in this Section 4.2, all actions by each Grantor necessary or desirable to protect and perfect the Lien granted hereunder on the Collateral have been duly taken.

Perfection and Priority. The security interest granted pursuant to this Agreement constitutes a valid and continuing perfected security interest in favor of the Collateral Agent for the benefit of the Secured Parties in all Collateral subject, for the following Collateral, to the occurrence of the following: (i) in the case of all Collateral in which a security interest may be perfected by filing a financing statement under the UCC, the completion of the filings and other actions specified on Schedule 2 (which, in the case of all filings and other documents referred to on such schedule, have been duly authorized by each Grantor and delivered to the Collateral Agent in completed and duly authorized form), (ii) with respect to any deposit account or securities account, the execution of a Control AgreementAgreements, (iii) in the case of all Copyrights, Trademarks and Patents for which UCC filings are insufficient, all appropriate filings having been made with the Applicable IP United States Copyright Office or the United States Patent and Trademark Office, as applicable, (iv) in the case of letter-of-credit rights that are not supporting obligations of Collateral, the execution of a Contractual Obligation granting control to the Collateral Agent over such letter-of-credit rights, rights and (v) in the case of electronic chattel paper, the completion of all steps necessary to grant control to the Collateral Agent over such electronic chattel paper. Such security interest shall be prior to all other Liens on the Collateral except for Customary Permitted Liens having priority over the Collateral Agent’s Lien by operation of law or permitted pursuant to clause (csubsections 5.1(e), (eg), (h), (i), (j) or (j) of the definition of “Customary Permitted Liens” in the Credit Agreement or subsection 8.2(c), 8.2(d), 8.2(e), 8.2(f) or 8.2(hk) of the Credit Agreement upon (i) in the case of all Pledged Certificated Stock, Pledged Debt Instruments and Pledged Investment Property, the delivery thereof to the Collateral Agent of such Pledged Certificated Stock, Pledged Debt Instruments and Pledged Investment Property consisting of instruments and certificates, in each case properly endorsed for transfer to the Collateral Agent or in blank, (ii) in the case of all Pledged Investment Property not in certificated form, the execution of a Control Agreement Agreements with respect to such investment property, and ; (iii) in the case of all other instruments and tangible chattel paper that are not Pledged Certificated Stock, Pledged Debt Instruments or Pledged Investment Property, the delivery thereof to the Collateral Agent of such instruments and tangible chattel paper; (iv) in the case of letter-of-credit rights that are not supporting obligations of Collateral, the execution of a Contractual Obligation granting control to Agent over such letter-of-credit rights and (v) in the case of electronic chattel paper, the completion of all steps necessary to grant control to Agent over such electronic chattel paper. Except as set forth in this Section 4.2, all actions by each Grantor necessary to protect and perfect the Lien granted hereunder on the Collateral have been duly takentaken to the extent requested by Agent.

Perfection and Priority. The security interest granted pursuant to this Agreement constitutes a valid and continuing perfected security interest in favor of the Collateral Agent for the benefit of the Secured Parties in all Collateral subject, for the following Collateral, to the occurrence of the following: (i) in the case of all Collateral in which a security interest may be perfected by filing a financing statement under the UCC, the completion of the filings and other actions specified on Schedule 2 (which, in the case of all filings and other documents referred to on such scheduleschedule with respect to Collateral existing as of the Effective Date, have been duly authorized by each Grantor and delivered to the Collateral Agent in completed and duly authorized form), (ii) with respect to in the case of any deposit account, the execution of a Control Agreement, (iii) in the case of all Copyrights, Trademarks and Patents for which UCC filings are insufficient, all appropriate filings having been made with the Applicable IP United States Copyright Office or the United States Patent and Trademark Office, as applicable, (iv) in the case of letter-of-credit rights that are not supporting obligations of Collateral, the execution of a Contractual Obligation granting control under the UCC to the Collateral Agent over such letter-of-credit rights, and (v) in the case of electronic chattel paper, the completion of all steps necessary to grant control to the Collateral Agent over such electronic chattel paperpaper under the UCC and (vi) in the case of Vehicles, the actions required under Section 5.1(e). Such security interest shall be prior to all other Liens on the Collateral except for Customary Permitted Liens having priority over the Collateral Agent’s 's Lien by operation of law or unless otherwise permitted pursuant to clause (c), (e) or (j) of the definition of “Customary Permitted Liens” in the Credit Agreement or subsection 8.2(c), 8.2(d), 8.2(e), 8.2(f) or 8.2(h) of the Credit Agreement by any Loan Document upon (i) in the case of all Pledged Certificated Stock, Pledged Debt Instruments and Pledged Investment Property, the delivery thereof to the Collateral Agent of such Pledged Certificated Stock, Pledged Debt Instruments and Pledged Investment Property consisting of instruments and certificates, in each case properly endorsed for transfer to the Collateral Agent or in blank, (ii) in the case of all Pledged Investment Property not in certificated form, the execution of a Control Agreement Agreements with respect to such investment property, property and (iii) in the case of all other instruments and tangible chattel paper that are not Pledged Certificated Stock, Pledged Debt Instruments or Pledged Investment Property, the delivery thereof to the Collateral Agent of such instruments and tangible chattel paper. Except as set forth in this Section 4.2, as of the Effective Date all actions by each Grantor necessary or desirable to protect and perfect the Lien granted hereunder on the Collateral have been duly taken. Upon the taking of the action described in this Section 4.2, such security interest shall be prior to all other Liens on the Collateral except for Customary Permitted Liens having priority over the Collateral Agent's Lien by operation of law or unless otherwise permitted by any Loan Document.

Perfection and Priority. 18. The security interest granted pursuant Issuer covenants that, in order to evidence the interests of the Indenture Trustee under this Agreement constitutes Indenture, the Issuer shall take such action, or execute and deliver such instruments as may be necessary or advisable (including, without limitation, such actions as are requested by the Indenture Trustee) to maintain and perfect, as a valid and continuing perfected first priority interest, the Indenture Trustee's security interest in favor the Receivables. The Issuer shall, from time to time and within the time limits established by law, prepare and file, all financing statements, amendments, continuations, initial financing statements in lieu of a continuation statement, terminations, partial terminations, releases or partial releases, or any other filings necessary or advisable to continue, maintain and perfect the Collateral Agent for the benefit of the Secured Parties in all Collateral subject, for the following Collateral, to the occurrence of the following: (i) Indenture Trustee's security interest in the case of all Collateral in which Receivables as a security interest may be perfected by filing a financing statement under the UCCfirst-priority interest. Exhibit A FORMS OF NOTES 20[__]-[__] Indenture REGISTERED $____________________(1) No. R-________ CUSIP NO. ______________ ISIN. __________________ UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, the completion of the filings specified on Schedule 2 A NEW YORK CORPORATION (which, in the case of all filings referred to on such schedule, have been duly authorized by each Grantor and delivered to the Collateral Agent in completed form"DTC"), TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY NOTE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (ii) with respect to any deposit account, the execution of a Control Agreement, (iii) in the case of all Copyrights, Trademarks and Patents for which UCC filings are insufficient, all appropriate filings having been made with the Applicable IP Office, (iv) in the case of letter-of-credit rights that are not supporting obligations of Collateral, the execution of a Contractual Obligation granting control to the Collateral Agent over such letter-of-credit rights, and (v) in the case of electronic chattel paper, the completion of all steps necessary to grant control to the Collateral Agent over such electronic chattel paperAND ANY PAYMENT IS MADE TO CEDE & CO. Such security interest shall be prior to all other Liens on the Collateral except for Customary Permitted Liens having priority over the Collateral Agent’s Lien by operation of law or permitted pursuant to clause (cOR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), (e) or (j) of the definition of “Customary Permitted Liens” in the Credit Agreement or subsection 8.2(c)ANY TRANSFER, 8.2(d)PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, 8.2(e)CEDE & CO., 8.2(f) or 8.2(h) of the Credit Agreement upon (i) in the case of all Pledged Certificated StockHAS AN INTEREST HEREIN. THE PRINCIPAL OF THIS NOTE IS PAYABLE IN INSTALLMENTS AS SET FORTH HEREIN. ACCORDINGLY, Pledged Debt Instruments and Pledged Investment Property, the delivery thereof to the Collateral Agent of such Pledged Certificated Stock, Pledged Debt Instruments and Pledged Investment Property consisting of instruments and certificates, in each case properly endorsed for transfer to the Collateral Agent or in blank, (ii) in the case of all Pledged Investment Property not in certificated form, the execution of a Control Agreement with respect to such investment property, and (iii) in the case of all other instruments and tangible chattel paper that are not Pledged Certificated Stock, Pledged Debt Instruments or Pledged Investment Property, the delivery to the Collateral Agent of such instruments and tangible chattel paper. Except as set forth in this Section 4.2, all actions by each Grantor necessary to perfect the Lien granted hereunder on the Collateral have been duly takenTHE OUTSTANDING PRINCIPAL AMOUNT OF THIS NOTE AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ON THE FACE HEREOF.

Perfection and Priority. The Other than in respect of money and other Collateral subject to Section 9-311(a)(1) of the Code, the security interest granted to the Collateral Agent pursuant to this Agreement constitutes a valid and continuing first priority perfected security interest (subject, in favor the case of priority only, to Permitted Liens that are expressly permitted (if at all) by the terms of the Loan Agreement or this Agreement to, or that by operation of law, have superior priority to the Lien and security interest granted to the Collateral Agent for the benefit of Lenders and the other Secured Parties) in favor of and for the benefit of Lenders and the other Secured Parties in all Collateral Collateral, subject, for the following Collateral, to the occurrence of the following: (ia) in the case of all Collateral in which a security interest may be perfected by filing a financing statement under the UCCCode, the completion of the filings and other actions specified on Schedule 2 of the Security Disclosure Letter (which, in the case of all filings and other documents referred to on such schedule, have been duly authorized by each Grantor and delivered to the Collateral Agent in completed formapplicable Grantor), ; (iib) with respect to any deposit accountaccount over which a Control Agreement is required pursuant to Section 5.5 of the Loan Agreement, the execution of a Control Agreement, Agreements; (iiic) in the case of all CopyrightsUnited States Trademarks, Trademarks Patents and Patents Copyrights for which UCC Code filings are insufficientinsufficient to effectuate perfection, all appropriate filings having been made with the Applicable IP Office, as applicable; (ivd) in the case of all Pledged Certificated Stock, Pledged Debt Instruments and Pledged Investment Property, the delivery to the Collateral Agent, for the benefit of Lenders and the other Secured Parties, of such Pledged Certificated Stock, Pledged Debt Instruments and Pledged Investment Property consisting of instruments and certificates, in each case, properly endorsed for transfer to the Collateral Agent or in blank; (e) in the case of all Pledged Uncertificated Stock, the delivery to the Collateral Agent, for the benefit of the Lenders and the other Secured Parties, of an executed uncertificated stock control agreement among the issuer, the registered owner and the Collateral Agent in the form attached as Annex 4 hereto; (f) in the case of letter-of-credit rights that are not supporting obligations of Collateral, the execution of a Contractual Obligation contractual obligation granting control to Collateral Agent, for the Collateral Agent benefit of the Lenders and the other Secured Parties, over such letter-of-credit rights, and ; (vg) in the case of electronic chattel paper, the completion of all steps necessary to grant control to Collateral Agent, for the Collateral Agent benefit of the Lenders and the other Secured Parties, over such electronic chattel paper; and (h) in the case of all other instruments that are not Pledged Stock, if any, the delivery thereof to the Collateral Agent, for the benefit of Lenders and the other Secured Parties, of such instruments. Such Lien on and security interest in Pledged Stock shall be prior to all other Liens on the Collateral except for Customary such Collateral, subject to Permitted Liens having priority over the Collateral Agent’s Lien by operation of law or as and to the extent expressly permitted (if at all) by any Loan Document. Subject to Section 3.2 and this Section 4.2 above, except to the extent expressly not required pursuant to clause (c), (e) or (j) the terms of the definition of “Customary Permitted Liens” in the Credit Loan Agreement or subsection 8.2(c), 8.2(d), 8.2(e), 8.2(f) or 8.2(h) of the Credit Agreement upon (i) in the case of all Pledged Certificated Stock, Pledged Debt Instruments and Pledged Investment Property, the delivery thereof to the Collateral Agent of such Pledged Certificated Stock, Pledged Debt Instruments and Pledged Investment Property consisting of instruments and certificates, in each case properly endorsed for transfer to the Collateral Agent or in blank, (ii) in the case of all Pledged Investment Property not in certificated form, the execution of a Control Agreement with respect to such investment property, and (iii) in the case of all other instruments and tangible chattel paper that are not Pledged Certificated Stock, Pledged Debt Instruments or Pledged Investment Property, the delivery to the Collateral Agent of such instruments and tangible chattel paper. Except as set forth in this Section 4.2Agreement, all actions by each Grantor necessary or desirable under the Code to protect and perfect the first priority Lien on and security interest in the Collateral granted hereunder on the Collateral have been duly taken.

Perfection and Priority. The security interest interests granted pursuant to this Agreement constitutes a shall constitute valid and continuing perfected security interest interests in favor of the Collateral Agent in the Collateral for which perfection is governed by the benefit of UCC (other than Vehicles) or filing with the Secured Parties in all Collateral subject, for the following Collateral, to the occurrence of the following: United States Copyright Office upon (i) in the case of all Collateral in which a security interest may be perfected by filing a financing statement under the UCC, the completion of the filings and other actions specified on Schedule 2 3 (Filings) (which, in the case of all filings and other documents referred to on such schedule, have been duly authorized by each Grantor and delivered to the Collateral Agent in completed and duly executed form), (ii) with respect the delivery to any deposit accountthe Collateral Agent of all Collateral consisting of Instruments and Certificated Securities, in each case, properly endorsed for transfer to the execution of a Control AgreementCollateral Agent or in blank, and all other Collateral which may be perfected under the UCC only by possession, (iii) the execution of Securities Account Control Agreements with respect to Investment Property not in certificated form, (iv) the case execution of Deposit Account Control Agreements with respect to all CopyrightsDeposit Accounts of a Grantor, Trademarks and Patents for which UCC filings are insufficient, (v) all appropriate filings having been made with the Applicable IP United States Copyright Office, (iv) in the case of letter-of-credit rights that are not supporting obligations of Collateral, the execution of a Contractual Obligation granting control to the Collateral Agent over such letter-of-credit rights, and (vvi) with respect to any Letter of Credit Rights, the consent to the assignment of proceeds of the relevant letter of credit by the issuer or any nominated person in respect thereof, except to the extent that such Letter of Credit Right is a supporting obligation (as defined in the case UCC) for any Collateral. With the exception of electronic chattel paper, the completion subordination of all steps necessary to grant control (i) the Second Priority Multi-Currency Collateral Liens to the First Priority Multi-Currency Collateral Agent over Liens, (ii) the Second Priority Term Loan Collateral Liens to the First Priority Term Loan Collateral Liens and (iii) the Third Priority Multi-Currency Collateral Liens to the First Priority Multi-Currency Collateral Liens and the Second Priority Multi-Currency Collateral Liens, in each case, pursuant to this Agreement and the Intercreditor Agreement, such electronic chattel paper. Such security interest interests shall be prior to all other Liens on the Collateral except for Customary Permitted Liens having priority over the Collateral Agent’s Lien by operation of law or otherwise as permitted pursuant to clause (c), (e) or (j) of the definition of “Customary Permitted Liens” in under the Credit Agreement or subsection 8.2(c), 8.2(d), 8.2(e), 8.2(f) or 8.2(h) of Agreements and the Credit Agreement upon (i) in the case of all Pledged Certificated Stock, Pledged Debt Instruments and Pledged Investment Property, the delivery thereof to the Collateral Agent of such Pledged Certificated Stock, Pledged Debt Instruments and Pledged Investment Property consisting of instruments and certificates, in each case properly endorsed for transfer to the Collateral Agent or in blank, (ii) in the case of all Pledged Investment Property not in certificated form, the execution of a Control Agreement with respect to such investment property, and (iii) in the case of all other instruments and tangible chattel paper that are not Pledged Certificated Stock, Pledged Debt Instruments or Pledged Investment Property, the delivery to the Collateral Agent of such instruments and tangible chattel paper. Except as set forth in this Section 4.2, all actions by each Grantor necessary to perfect the Lien granted hereunder on the Collateral have been duly takenIndenture.

Perfection and Priority. The security interest granted pursuant to this Agreement constitutes a valid and continuing perfected security interest in favor of the Collateral Administrative Agent for the benefit of the Secured Parties in all Collateral subject, for the following Collateral, to the occurrence of the following: (i) in the case of all Collateral in which a security interest may be perfected by filing a financing statement under the UCC, the completion of the filings and other actions specified on Schedule 2 (which, in the case of all filings and other documents referred to on such schedule, have been duly authorized by each Grantor and delivered to the Collateral Administrative Agent in completed and duly authorized form), (ii) with respect to any deposit account, the execution of a Control AgreementAgreements, (iii) in the case of all Copyrights, Trademarks and Patents for which UCC filings are insufficient, all appropriate filings having been made with the Applicable IP Office, (iv) in the case of letter-of-credit rights that are not supporting obligations of Collateral, the execution of a Contractual Obligation granting control to the Collateral Administrative Agent over such letter-of-credit rights, rights and (v) in the case of electronic chattel paper, the completion of all steps necessary to grant control to the Collateral Administrative Agent over such electronic chattel paper. Such security interest shall be prior to all other Liens on the Collateral except for Customary Permitted Liens having priority over the Collateral Administrative Agent’s Lien by operation of law or unless otherwise permitted pursuant to clause (c), (e) or (j) of the definition of “Customary Permitted Liens” in the Credit Agreement or subsection 8.2(c), 8.2(d), 8.2(e), 8.2(f) or 8.2(h) of the Credit Agreement by any Loan Document upon (i) in the case of all Pledged Certificated Stock, Pledged Debt Instruments and Pledged Investment Property, the delivery thereof to the Collateral Administrative Agent of such Pledged Certificated Stock, Pledged Debt Instruments and Pledged Investment Property consisting of instruments and certificates, in each case properly endorsed for transfer to the Collateral Administrative Agent or in blankblank and as to which the Administrative Agent has no notice of any adverse claim, (ii) in the case of all Pledged Investment Property not in certificated form, the execution of a Control Agreement Agreements with respect to such investment property, property and (iii) in the case of all other instruments and tangible chattel paper that are not Pledged Certificated Stock, Pledged Debt Instruments or Pledged Investment Property, the delivery thereof to the Collateral Administrative Agent of such instruments and tangible chattel paperpaper and as to which the Administrative Agent has no notice of any adverse claim. Except as set forth in this Section 4.2, all actions by each Grantor necessary or desirable to protect and perfect the Lien granted hereunder on the Collateral have been duly taken.

Perfection and Priority. The security interest granted pursuant to this Agreement constitutes a valid and continuing perfected security interest in favor of the Collateral Agent Agent, as agent for the benefit of the Secured Parties Purchaser Parties, in all Collateral subject, for the following Collateral, to the occurrence of the following: (i) in the case of all Collateral in which a security interest may be perfected by filing a financing statement under the UCC, the completion of such filings set forth on the filings specified on Schedule 2 Disclosure Certificate (which, in the case of all filings referred to on such schedule, which have been duly authorized by each Grantor and delivered to the Collateral Agent in completed and duly authorized form), (ii) with respect to any deposit account, the execution of a Control Agreement[reserved], (iii) in the case of all Copyrights, Trademarks Trademarks, Patents and Patents other Intellectual Property for which UCC filings are insufficient, all appropriate filings having been made with the Applicable IP United States Copyright Office or the United States Patent and Trademark Office, as applicable, (iv) in the case of letter-of-credit rights that are not supporting obligations of Collateral, the execution of a Contractual Obligation an agreement granting control to the Collateral Agent over such letter-of-credit rights, and (v) in the case of electronic chattel paper, the completion of all steps necessary to grant control to the Collateral Agent over such electronic chattel paperpaper and (vi) in the case of Vehicles, the actions required under Section 4.1(e). Such security interest shall be prior to all other Liens on the Collateral except for Customary Permitted Liens having priority over the Collateral Agent’s Lien as permitted by operation of law or permitted pursuant to clause (c), (e) or (j) of the definition of “Customary Permitted Liens” in the Credit Agreement or subsection 8.2(c), 8.2(d), 8.2(e), 8.2(f) or 8.2(h) of the Credit Agreement any Transaction Document upon (i) in the case of all Pledged Certificated StockInvestment Property having instruments or certificates, Pledged Debt Instruments Certificated Stock and Pledged Investment PropertyDebt Instruments, the delivery thereof to the Collateral Agent of such Pledged Certificated Stock, Pledged Debt Instruments and Pledged Investment Property consisting of instruments and certificatesProperty, in each case properly endorsed for transfer to the Collateral Agent or in blank, (ii) in the case of all Pledged Investment Property not in certificated form, the execution of a Control Agreement with respect to such investment property, [reserved] and (iii) in the case of all other instruments and tangible chattel paper that are not Pledged Certificated Stock, Pledged Debt Instruments Collateral or Pledged Investment Property, the delivery thereof to the Collateral Agent of such instruments and tangible chattel paper. Except as set forth in this Section 4.23.2, all actions by each the Grantor necessary or desirable to protect and perfect the Lien granted hereunder on the Collateral have been duly taken.

Perfection and Priority. The security interest interests granted pursuant to this Agreement constitutes a shall constitute valid and and, except as set forth in Schedule 3.2, continuing perfected security interest interests in favor of the Collateral Agent in the Collateral for which perfection is governed by the benefit of UCC or filing with the Secured Parties in all Collateral subject, for United States Patent and Trademark Office or the following Collateral, to the occurrence of the following: United States Copyright Office upon (i) in the case of all Collateral in which a security interest may be perfected by filing a financing statement under the UCC, the timely and proper completion of the filings and other actions specified on Schedule 2 Schedules 6 and 12(c) to the Perfection Certificate (which, in the case of all filings and other documents referred to on such scheduleschedules, have been duly authorized by each Grantor and delivered to the Collateral Agent in completed and duly executed form), (ii) with respect the delivery to any deposit accountthe Collateral Agent of all Collateral consisting of Instruments and Certificated Securities, in each case properly endorsed for transfer to the execution of a Control AgreementCollateral Agent or in blank, (iii) in the case execution of Securities Account Control Agreements with respect to all Copyrights, Trademarks and Patents for which UCC filings are insufficient, all appropriate filings having been made with the Applicable IP OfficeSecurities Accounts, (iv) in the case of letter-of-credit rights that are not supporting obligations of Collateral, the execution of Deposit Account Control Agreements with respect to all Deposit Accounts of a Contractual Obligation granting control to the Collateral Agent over such letter-of-credit rightsGrantor, and (v) in the case of electronic chattel paperCollateral in which a security interest may be perfected by filing with the United States Patent and Trademark Office, filing of a short-form security agreement in the completion form attached hereto as Annex 5 with the United States Patent and Trademark Office and (vi) in the case of all steps necessary Collateral in which a security interest may be perfected by filing with the United States Copyright Office, filing of a short-form security agreement in the form attached hereto as Annex 5 with the United States Copyright Office. Security interests in collateral that is subject to grant control to foreign jurisdiction Requirements of Law may require additional actions in accordance with the Requirements of Law of such jurisdictions. The security interest created hereunder in favor of the Collateral Agent over such electronic chattel paper. Such security interest shall be for the benefit of the Secured Parties is prior to all other Liens on the Collateral except for Customary Permitted Liens having priority over the Collateral Agent’s Lien by operation of law or otherwise as permitted pursuant to clause (c), (e) or (j) of the definition of “Customary Permitted Liens” in under the Credit Agreement or subsection 8.2(c), 8.2(d), 8.2(e), 8.2(f) or 8.2(h) of the Credit Agreement upon (i) in the case of all Pledged Certificated Stock, Pledged Debt Instruments and Pledged Investment Property, the delivery thereof to the Collateral Agent of such Pledged Certificated Stock, Pledged Debt Instruments and Pledged Investment Property consisting of instruments and certificates, in each case properly endorsed for transfer to the Collateral Agent or in blank, (ii) in the case of all Pledged Investment Property not in certificated form, the execution of a Control Agreement with respect to such investment property, and (iii) in the case of all other instruments and tangible chattel paper that are not Pledged Certificated Stock, Pledged Debt Instruments or Pledged Investment Property, the delivery to the Collateral Agent of such instruments and tangible chattel paper. Except as set forth in this Section 4.2, all actions by each Grantor necessary to perfect the Lien granted hereunder on the Collateral have been duly takenAgreement.

Perfection and Priority. The Other than in respect of money, insurance policies and other Collateral subject to Section 9311(a)(1) of the Code, the security interest granted pursuant to this Agreement constitutes a valid and continuing first priority perfected security interest (subject, in the case of priority only, to Permitted Liens that are permitted by the terms of the Loan Agreement or this Agreement to have superior priority to the Lien in favor of the Collateral Agent for the benefit Lender) in favor of the Secured Parties Lender in all Collateral Collateral, subject, for the following Collateral, to the occurrence of the following: (ia) in the case of all Collateral in which a security interest may be perfected by filing a financing statement under the UCCCode, the completion of the filings and other actions specified on Schedule 2 of the Disclosure Letter (which, in the case of all filings and other documents referred to on such schedule, have been delivered to Lender in completed and duly authorized by each Grantor and delivered to the Collateral Agent in completed form), ; (iib) with respect to any deposit accountaccount over which a Control Agreement is required pursuant to Section 6.6 of the Loan Agreement, the execution of a Control Agreement, Agreements; (iiic) in the case of all Copyrights, Trademarks and Patents for which UCC Code filings are insufficientinsufficient to effectuate perfection, all appropriate filings having been made with the Applicable IP OfficeUnited States Copyright Office or the United States Patent and Trademark Office (or appropriate foreign office), as applicable; (ivd) in the case of letter-of-credit rights that are which do not supporting obligations of Collateral, the execution of a Contractual Obligation granting control to the Collateral Agent over such letter-of-credit rights, constitute Excluded Property; and (ve) in the case of electronic chattel paper, the completion of all steps necessary to grant control to the Collateral Agent Lender over such electronic chattel paper. Such security interest in Pledged Collateral, Pledged Investment Property, all other instruments, and tangible chattel paper shall be prior to all other Liens on the such Collateral except for Customary Permitted Liens having priority over the Collateral AgentLender’s Lien by operation of law or as and to the extent permitted pursuant to clause (c), (e) by any Loan Document or (j) of the definition of “Customary Permitted Liens” in the Credit Agreement or subsection 8.2(c), 8.2(d), 8.2(e), 8.2(f) or 8.2(h) of the Credit Agreement upon (i) in the case of all Pledged Certificated Stock, Pledged Debt Instruments and Pledged Investment Property, the delivery thereof to the Collateral Agent Lender of such Pledged Certificated Stock, Pledged Debt Instruments and Pledged Investment Property consisting of instruments and certificates, in each case case, properly endorsed for transfer to the Collateral Agent Lender or in blank, (ii) in the case of all Pledged Investment Property not in certificated form, the execution of a Control Agreement Agreements with respect to such investment property, (iii) in the case of Pledged Uncertificated Stock, the delivery thereof to Lender in accordance with Section 8106(c)(1) of the Code or the execution of a control agreement among the issuer, the registered owner and Lender in accordance with Section 8106(c)(2) of the Code and (iiiiv) in the case of all other instruments and tangible chattel paper that are not Pledged Certificated Stock, Pledged Debt Instruments Instruments, Pledged Investment Property or Pledged Investment PropertyUncertificated Stock, the delivery thereof to the Collateral Agent Lender of such instruments and tangible chattel paper. Except as set forth in this Section 4.2, all actions by each Grantor necessary or desirable to protect and perfect the Lien granted hereunder on the Collateral have been duly taken.; provided that no Grantor shall be required to complete any filings or take any other action with respect to the perfection of any security interests created hereby in any jurisdiction outside of the U.S.

Perfection and Priority. The security interest granted pursuant to this Agreement constitutes a valid and continuing perfected security interest in favor of the Collateral Agent for the benefit of the Secured Parties in all Collateral subject, for the following Collateral, to the occurrence of the following: (ia) in the case of all Collateral in which a security interest may be perfected by filing a financing statement under the UCC, the completion of the filings and other actions specified on Schedule 2 (which, in the case of all filings and other documents referred to on such schedule, have been duly authorized by each Grantor and delivered to the Collateral Agent in completed and duly authorized form), (iib) with respect to any deposit account, the execution of a Control Agreement[reserved], (iiic) in the case of all Copyrights, Trademarks and Patents for which UCC filings are insufficient, all appropriate filings having been made with the Applicable IP United States Copyright Office or the United States Patent and Trademark Office, as applicable, (ivd) in the case of letter-of-credit rights that are not supporting obligations of Collateral, the execution of a Contractual Obligation granting control to the Collateral Agent over such letter-of-credit rights, rights and (ve) in the case of electronic chattel paper, the completion of all steps necessary to grant control to the Collateral Agent over such electronic chattel paper. Such security interest shall be prior to all other Liens on the Collateral except for Customary Permitted Liens Security having priority over the Collateral Agent’s Lien by operation of law or permitted pursuant to clause (c), (e) or (j) of the definition of “Customary Permitted Liens” in the Credit Agreement or subsection 8.2(c), 8.2(d), 8.2(e), 8.2(f) or 8.2(h) of the Credit Agreement Note upon (i) in the case of all Pledged Certificated Stock, Pledged Debt Instruments and Pledged Investment Property, the delivery thereof to the Collateral Agent of such Pledged Certificated Stock, Pledged Debt Instruments and Pledged Investment Property consisting of instruments and certificates, in each case properly endorsed for transfer to the Collateral Agent or in blank, blank and (ii) in the case of all Pledged Investment Property not in certificated form, the execution of a Control Agreement with respect to such investment property, and (iii) in the case of all other instruments and tangible chattel paper that are not Pledged Certificated Stock, Pledged Debt Instruments or Pledged Investment Property, the delivery thereof to the Collateral Agent of such instruments and tangible chattel paper. Except As of the date hereof (or, if later, as of the acquisition of such property by such Person, or such property is owned by a Person at the time it becomes a Grantor, as of such date), except as set forth in this Section 4.2, all actions by each Grantor necessary to protect and perfect the Lien granted hereunder on the Collateral have been been, or will be, substantially concurrently with the effectiveness of this Agreement, duly taken; provided that, notwithstanding the foregoing, the Grantors shall not be required to enter into control agreements with respect to deposit accounts.

Perfection and Priority. The security interest interests granted pursuant to this Agreement constitutes a shall constitute valid and continuing perfected security interest interests in favor of the Collateral Agent Trustee in the Collateral for which perfection is governed by the benefit of UCC or filing with the Secured Parties in all Collateral subject, for United States Copyright Office or with the following Collateral, to the occurrence of the following: United States Patent and Trademark Office upon (i) in the case of all Collateral in which a security interest may be perfected by filing a financing statement under the UCC, the completion of the filings and other actions specified on Schedule 2 3 (Filings) (which, in the case of all filings and other documents referred to on such schedule, have been duly authorized by each Grantor and delivered to the Collateral Agent Trustee in completed and duly executed form), (ii) the delivery to the Collateral Trustee (after the Discharge of Senior Lender Claims) of all Collateral consisting of Instruments and Certificated Securities, in each case properly endorsed for transfer to the Collateral Trustee or in blank, (iii) the execution of Control Account Agreements (or, if applicable, the assignment of the interests therein to the Collateral Trustee, in accordance with the terms thereof) with respect to any deposit accountInvestment Property not in certificated form, (iv) the execution of a Control AgreementBlocked Account Letter (or, if applicable, the assignment of the interests therein to the Collateral Trustee, in accordance with the terms thereof) with respect to all Deposit Accounts of a Grantor as specified in Section 4.7(a)(i) hereto, (iiiv) in the case of all Copyrights, Trademarks and Patents for which UCC filings are insufficient, all appropriate filings having been made with the Applicable IP Office, United States Copyright Office and (ivvi) in the case receipt by the Collateral Trustee of letterthe consent of the issuer or nominated person with respect to each Letter-of-credit rights Credit Right that are is not supporting obligations of Collateral, the execution of a Contractual Obligation granting control to the Collateral Agent over such letter-of-credit rights, and (v) in the case of electronic chattel paper, the completion of all steps necessary to grant control to the Collateral Agent over such electronic chattel paperSupporting Obligation. Such security interest interests shall be prior to all other Liens on the Collateral except (i) as specified in the Intercreditor Agreement, (ii) for Customary Permitted Liens having priority over the Collateral Agent’s Lien Trustee's Liens by operation of law or permitted pursuant to clause (c), (e) or (j) of the definition of “Customary Permitted Liens” in the Credit Agreement or subsection 8.2(c), 8.2(d), 8.2(e), 8.2(f) or 8.2(h) of the Credit Agreement upon (i) in the case of all Pledged Certificated Stock, Pledged Debt Instruments and Pledged Investment Property, the delivery thereof to the Collateral Agent of such Pledged Certificated Stock, Pledged Debt Instruments and Pledged Investment Property consisting of instruments and certificates, in each case properly endorsed for transfer to the Collateral Agent or in blank, (ii) in the case of all Pledged Investment Property not in certificated form, the execution of a Control Agreement with respect to such investment property, and (iii) in otherwise as permitted hereunder or under the case of all other instruments and tangible chattel paper that are not Pledged Certificated Stock, Pledged Debt Instruments or Pledged Investment Property, the delivery to the Collateral Agent of such instruments and tangible chattel paper. Except as set forth in this Section 4.2, all actions by each Grantor necessary to perfect the Lien granted hereunder on the Collateral have been duly takenIndenture.

Perfection and Priority. The security interest granted pursuant to this Agreement constitutes a valid valid, enforceable and continuing upon the delivery of the certificates evidencing the Ownership Collateral together with undated executed stock powers and other appropriate transfer authorization and completion of the annotation described in Section 5.6(a)(iii) perfected first priority security interest in favor of the Collateral Agent for the benefit of the Secured Parties in all Collateral subject, for the following Collateral, to the extent applicable, to the occurrence of the following: (i) in the case of all Collateral in which a security interest may be perfected by filing a financing statement under the UCC, the completion of the filings and other actions specified on Schedule 2 1 (which, in the case of all filings and other documents referred to on such schedule, have been duly authorized by each Grantor and filed or delivered to the Collateral Agent in completed form)and duly authorized form on the Funding Date, as applicable) and (ii) with respect to any deposit account, the execution of a Control Agreement, (iii) in the case of all Copyrights, Trademarks and Patents for which UCC filings are insufficient, all appropriate filings having been made with the Applicable IP Office, (iv) in the case of letter-of-credit rights that are not supporting obligations of Collateral, the execution of a Contractual Obligation granting control to the Collateral Agent over such letter-of-credit rights, and (v) in the case of electronic chattel paper, the completion of all steps necessary to grant control to the Collateral Agent over such electronic chattel paper. Such security interest shall be prior to all other Liens on the Collateral except for Customary Permitted Liens having priority over the Collateral Agent’s Lien by operation of law or permitted pursuant to clause (c), (e) or (j) of the definition of “Customary Permitted Liens” in the Credit Agreement or subsection 8.2(c), 8.2(d), 8.2(e), 8.2(f) or 8.2(h) of the Credit Agreement upon (i) in the case of all Pledged Certificated Stock, Pledged Debt Instruments and Pledged Investment Property, the delivery thereof to the Collateral Agent of such Pledged Certificated Stock, Pledged Debt Instruments and Pledged Investment Property consisting of instruments and certificates, in each case properly endorsed for transfer to the Collateral Agent or in blank. As of the Funding Date, (ii) in the case of all Pledged Investment Property not in certificated formactions, the execution of a Control Agreement with respect to such investment property, and (iii) in the case of all other instruments and tangible chattel paper that are not Pledged Certificated Stock, Pledged Debt Instruments or Pledged Investment Property, the delivery to the Collateral Agent of such instruments and tangible chattel paper. Except as including those set forth in this Section 4.2above, all actions by each Grantor necessary to perfect the Lien granted hereunder on the Collateral have been duly takentaken or the Collateral Agent has been duly authorized to take all such actions (it being understood that the annotation described in Section 5.6(a)(iii) and delivery to the Collateral Agent of the respective original share certificates are required for the perfection of the security interest in Collateral consisting of Equity Interests created after the Funding Date). Such security interest is prior to all other Liens on the Collateral except for Permitted Liens having priority over the Collateral Agent’s Lien pursuant to applicable Laws.

Perfection and Priority. The security interest granted pursuant to this Agreement constitutes a valid and continuing perfected security interest in favor favour of the Collateral Agent for the benefit of the Secured Parties in all Collateral subject, for the following Collateral, to the occurrence of the following: (ia) in the case of all Collateral in which a security interest may be perfected by filing a financing statement under the UCCPPSA, the completion of the filings and other actions specified on Schedule 2 1 to this Agreement (which, in the case of all filings and other documents referred to on such schedule, have been duly authorized by each Grantor and delivered to the Collateral Agent in completed and duly authorized form), (iib) with respect to any deposit accountsecurities account or futures account other than Excluded Accounts, the filing of a financing statement under the PPSA or the execution of a Control Agreement, Agreements in the case of securities and futures accounts to which the PPSA applies and (iiic) in the case of all Copyrights, Trademarks Trademarks, Designs and Patents for which UCC PPSA filings are insufficient, all appropriate filings having been made with the Applicable IP Office, (iv) in the case of letter-of-credit rights that are not supporting obligations of Collateral, the execution of a Contractual Obligation granting control to the Collateral Agent over such letter-of-credit rights, and (v) in the case of electronic chattel paper, the completion of all steps necessary to grant control to the Collateral Agent over such electronic chattel paper. Such security interest shall be prior to all other Liens on the Collateral except for Customary Permitted Liens having priority over the Collateral Agent’s Lien by operation of law or permitted pursuant to clause (cSection 5.1(e), (e5.1(g), 5.1(h), 5.1(i) or (j) of the definition of “Customary Permitted Liens” in the Credit Agreement or subsection 8.2(c), 8.2(d), 8.2(e), 8.2(f) or 8.2(h5.1(k) of the Credit Agreement upon (i) in the case of all Pledged Certificated Stock, Pledged Debt Instruments and Pledged Investment Property, the delivery thereof to the Collateral Agent of such Pledged Certificated Stock, Pledged Debt Instruments and Pledged Investment Property consisting of instruments and certificates, in each case properly endorsed for transfer to the Collateral Agent or in blank, (ii) in the case of all Pledged Investment Property not in certificated formform to which the PPSA applies, the execution of a Control Agreement with respect to such investment propertyAgreements, and (iii) in the case of all other instruments and tangible chattel paper that are not Pledged Certificated Stock, Pledged Debt Instruments or Pledged Investment Property, the delivery to the Collateral Agent of such instruments and tangible chattel paper, and (iv) with respect to motor vehicles (in the case of Ontario) and serial numbered goods (in the case of provinces and territories where serial numbered goods are applicable), the filing of a financing statement containing the information required under Section 5.1(e). Except as set forth in this Section 4.2, all actions by each Grantor necessary or desirable to protect and perfect the Lien granted hereunder on the Collateral have been duly taken.

Perfection and Priority. The security interest granted pursuant to this Agreement constitutes a valid and continuing perfected security interest in favor of the Collateral Agent for the benefit of the Secured Parties in all Collateral subject, for subject as to the perfection of such security interest in respect of the following Collateral, to the occurrence of the following: (i) in the case of all Collateral in which a security interest may be perfected by filing a financing statement under the UCC, the completion of the filings and other actions specified on Schedule 2 (which, in the case of all filings and other documents referred to on such schedule, have been duly authorized by each Grantor and delivered to the Collateral Agent in completed and duly authorized form), (ii) with respect to any deposit account, the execution of a Control AgreementAgreements, (iii) in the case of all Copyrights, Trademarks and Patents for which UCC filings are insufficientinsufficient to perfect a security interest, all appropriate filings having been made with the Applicable IP United States Copyright Office, the United States Patent and Trademark Office, or the Canadian Intellectual Property Office, as applicable, (iv) in the case of letter-of-credit rights that are not supporting obligations of Collateral, the execution of a Contractual Obligation granting control to the Collateral Agent over such letter-of-credit rights, and (v) in the case of electronic chattel paper, the completion of all steps necessary to grant control to the Collateral Agent over such electronic chattel paper. Such security interest shall be prior to all other Liens on the Collateral except for Customary Permitted Liens having priority over the Collateral Agent’s Lien by operation of law or permitted pursuant to clause (c), (e) or (j) of the definition of “Customary Permitted Liens” in the Credit Agreement or subsection 8.2(c), 8.2(d), 8.2(e), 8.2(f) or 8.2(h) of the Credit Agreement upon (ivi) in the case of all Pledged Certificated Stock, Pledged Debt Instruments and Pledged Investment Property, the delivery thereof to the Collateral Agent of such Pledged Certificated Stock, Pledged Debt Instruments and Pledged Investment Property consisting of instruments and certificates, in each case properly endorsed for transfer to the Collateral Agent or in blank, (iivii) in the case of all Pledged Investment Property not in certificated form, the execution of a Control Agreement Agreements with respect to such investment property, and (iiiviii) in the case of all other instruments and tangible chattel paper that are not Pledged Certificated Stock, Pledged Debt Instruments or Pledged Investment Property, the delivery thereof to the Collateral Agent of such instruments and tangible chattel paper. Such security interest shall be prior to all other Liens on the Collateral except for Permitted Liens having priority over Agent’s Lien by operation of law or as expressly permitted pursuant to the terms of the Credit Agreement. Except as set forth in this Section 4.2, all actions by each Grantor necessary or desirable to protect and perfect the Lien granted hereunder on the Collateral have been duly taken.

Perfection and Priority. The security interest granted pursuant to this Agreement constitutes a valid and continuing perfected security interest in favor of the Collateral Agent Trustee for the benefit of the Secured Parties in all Collateral Collateral, subject, for the following Collateral, to the occurrence of the following: (i) in the case of all Collateral in which a security interest may be perfected by filing a financing statement under the UCC, the completion of the filings and other actions specified on Schedule 2 (which, in the case of all filings and other documents referred to on such schedule, have been duly authorized by each Grantor and delivered to the Collateral Agent Trustee in completed and duly authorized form), (ii) with respect to any deposit account, the execution of a Control AgreementAgreements, (iii) in the case of all Copyrights, Trademarks and Patents for which UCC filings are insufficientinsufficient for perfection, all appropriate filings having been made with the Applicable IP Office, (iv) in the case of letter-of-credit rights that are not supporting obligations of Collateral, the execution of a Contractual Obligation granting control to the Collateral Agent Trustee over such letter-of-credit rights, rights and (v) with respect to any items of Collateral constituting an interest in the case of electronic chattel paperReal Estate, the completion of all steps necessary to grant control to for the Collateral Agent over such electronic chattel papercreation and/or perfection of a security interest therein. Such security interest shall be prior to all other Liens on the Collateral as to which perfection and priority is governed by the UCC except for Customary Permitted Liens having that may have priority over the Collateral AgentTrustee’s Lien by operation of law or permitted pursuant to clause (c), (e) or (j) of the definition of “Customary Permitted Liens” in the Credit Agreement or subsection 8.2(c), 8.2(d), 8.2(e), 8.2(f) or 8.2(h) of the Credit Agreement upon (i) in the case of all Pledged Certificated Stock, Pledged Debt Instruments and Pledged Investment Property, the delivery thereof to the Collateral Agent of such Pledged Certificated Stock, Pledged Debt Instruments and Pledged Investment Property consisting of instruments and certificates, in each case properly endorsed for transfer to the Collateral Agent or in blank, (ii) in the case of all Pledged Investment Property not in certificated form, the execution of a Control Agreement with respect to such investment property, and (iii) in the case of all other instruments and tangible chattel paper that are not Pledged Certificated Stock, Pledged Debt Instruments or Pledged Investment Property, the delivery to the Collateral Agent of such instruments and tangible chattel paper. Except as set forth in this Section 4.2, all actions by each Grantor necessary to perfect the Lien granted hereunder on the Collateral have been duly takenNotes Indenture.

Perfection and Priority. The security interest interests granted pursuant to this Agreement constitutes a shall constitute valid and continuing perfected security interest interests in favor of the Collateral Agent in the Collateral for which perfection is governed by the benefit of UCC (other than Vehicles) or filing with the Secured Parties in all Collateral subject, for the following Collateral, to the occurrence of the following: United States Copyright Office upon (i) in the case of all Collateral in which a security interest may be perfected by filing a financing statement under the UCC, the completion of the filings and other actions specified on Schedule 2 3 (Filings) (which, in the case of all filings and other documents referred to on such schedule, have been duly authorized by each Grantor and delivered to the Collateral Agent in completed and duly executed form), (ii) with respect the delivery to any deposit accountthe Collateral Agent of all Collateral consisting of Instruments and Certificated Securities, in each case, properly endorsed for transfer to the execution of a Control AgreementCollateral Agent or in blank, and all other Collateral which may be perfected under the UCC only by possession, (iii) the execution of Securities Account Control Agreements with respect to Investment Property not in certificated form, (iv) the case execution of Deposit Account Control Agreements with respect to all CopyrightsDeposit Accounts of a Grantor, Trademarks and Patents for which UCC filings are insufficient, (v) all appropriate filings having been made with the Applicable IP United States Copyright Office, (iv) in the case of letter-of-credit rights that are not supporting obligations of Collateral, the execution of a Contractual Obligation granting control to the Collateral Agent over such letter-of-credit rights, and (vvi) with respect to any Letter of Credit Rights, the consent to the assignment of proceeds of the relevant letter of credit by the issuer or any nominated person in respect thereof, except to the extent that such Letter of Credit Right is a supporting obligation (as defined in the case UCC) for any Collateral. With the exception of electronic chattel paper, the completion subordination of all steps necessary to grant control (i) the Second Priority Multi-Currency Collateral Liens to the First Priority Multi-Currency Collateral Agent over Liens and (ii) the Second Priority Term Loan Collateral Liens to the First Priority Term Loan Collateral Liens pursuant to this Agreement and the Intercreditor Agreement, such electronic chattel paper. Such security interest interests shall be prior to all other Liens on the Collateral except for Customary Permitted Liens having priority over the Collateral Agent’s 's Lien by operation of law or otherwise as permitted pursuant to clause (c), (e) or (j) of the definition of “Customary Permitted Liens” in under the Credit Agreement or subsection 8.2(c), 8.2(d), 8.2(e), 8.2(f) or 8.2(h) of the Credit Agreement upon (i) in the case of all Pledged Certificated Stock, Pledged Debt Instruments and Pledged Investment Property, the delivery thereof to the Collateral Agent of such Pledged Certificated Stock, Pledged Debt Instruments and Pledged Investment Property consisting of instruments and certificates, in each case properly endorsed for transfer to the Collateral Agent or in blank, (ii) in the case of all Pledged Investment Property not in certificated form, the execution of a Control Agreement with respect to such investment property, and (iii) in the case of all other instruments and tangible chattel paper that are not Pledged Certificated Stock, Pledged Debt Instruments or Pledged Investment Property, the delivery to the Collateral Agent of such instruments and tangible chattel paper. Except as set forth in this Section 4.2, all actions by each Grantor necessary to perfect the Lien granted hereunder on the Collateral have been duly takenAgreement.

Perfection and Priority. The security interest granted pursuant to this Agreement constitutes a valid and continuing perfected security interest in favor of the Collateral Agent for the benefit of the Secured Parties in all Collateral subject, for the following Collateral, to the extent applicable, to the occurrence of the following: (i) in the case of all Collateral in which a security interest may be perfected by filing a financing statement under the UCC, the completion of the filings and other actions specified on Schedule 2 (which, in the case of all filings and other documents referred to on such schedule, have been duly authorized by each Grantor and filed or delivered to the Collateral Agent in completed and duly authorized form, as applicable), ; (ii) with respect to any deposit account, Deposit Account and any Securities Account the execution of a Control Agreement, control agreements in form and substance satisfactory to the Collateral Agent; (iii) in the case of all Copyrights, Trademarks and Patents for which UCC filings are insufficient, all appropriate filings having been made with the Applicable IP United States Copyright Office or the United States Patent and Trademark Office, as applicable; (iv) in the case of letterLetter-of-credit Credit Rights including those rights that are not supporting obligations Supporting Obligations of Collateral, the execution of a Contractual Obligation in form and substance satisfactory to the Collateral Agent granting control to the Collateral Agent over such letterLetter-of-credit rights, and Credit Rights; (v) in the case of electronic chattel paperElectronic Chattel Paper, the completion of all steps necessary to grant control to the Collateral Agent over such electronic chattel paper. Such security interest shall be prior to all other Liens on the Collateral except for Customary Permitted Liens having priority over the Collateral Agent’s Lien by operation of law or permitted pursuant to clause Electronic Chattel Paper; (c), (e) or (j) of the definition of “Customary Permitted Liens” in the Credit Agreement or subsection 8.2(c), 8.2(d), 8.2(e), 8.2(f) or 8.2(h) of the Credit Agreement upon (ivi) in the case of all Pledged Certificated Stock, Pledged Debt Instruments and Pledged Investment Property, the delivery thereof to the Collateral Agent of such Pledged Certificated Stock, Pledged Debt Instruments and Pledged Investment Property consisting of instruments and certificates, in each case properly endorsed for transfer to the Collateral Agent or in blank, ; (iivii) in the case of all Pledged Investment Property not in certificated form, the execution of a Control Agreement with respect control agreements, in form and substance satisfactory to such investment property, the Collateral Agent; and (iiiviii) in the case of all other instruments and tangible chattel paper that are not Pledged Certificated Stock, Pledged Debt Instruments or Pledged Investment PropertyTangible Chattel Paper, the delivery thereof to the Collateral Agent of such instruments Tangible Chattel Paper. Upon its execution and tangible chattel paper. Except delivery of this Agreement or upon its execution and delivery of an Accession Agreement pursuant to Section 2.8 (as applicable), all actions, including those set forth in this Section 4.2above, all actions by each Grantor necessary to perfect the Lien Liens granted hereunder on the Collateral have been duly taken. Such security interest is prior to all other [***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission. Liens on the Collateral except for Permitted Liens having priority over the Collateral Agent’s Liens by operation of law.

Perfection and Priority. The security interest granted pursuant to this Agreement constitutes a valid and continuing perfected security interest in favor of the Collateral Agent for the benefit of the Secured Parties in all Collateral subject, for the following Collateral, to the occurrence of the following: (i) in the case of all Collateral in which a security interest may be perfected by filing a financing statement under the UCC, the completion of the filings and other actions specified on Schedule 2 1 (which, in the case of all filings and other documents referred to on such schedule, have been duly authorized by each Grantor and delivered to the Collateral Agent in completed and duly authorized form), (ii) with respect to any deposit accountaccount as original collateral or constituting proceeds except as otherwise provided in Section 9-315(c) and (d) of the UCC, the execution of a Control AgreementAgreements, (iii) in the case of all Copyrights, Trademarks and Patents for which UCC filings are insufficient, all appropriate filings having been made with the Applicable IP United States Copyright Office or the United States Patent and Trademark Office, as applicable, (iv) in the case of letter-of-credit rights that are not supporting obligations of Collateral, the execution of a Contractual Obligation granting control to the Collateral Agent over such letter-of-credit rights, and (v) in the case of electronic chattel paperpaper a security interest in which has not been perfected by the filing of a financing statement, the completion of all steps necessary to grant control to the Collateral Agent over such electronic chattel paperpaper and (vi) in the case of Vehicles, the notation of the Collateral Agent’s security interest on the certificate of title of such Vehicle. Such security interest shall be prior to all other Liens on the Collateral except for Customary Permitted Liens having priority over the Collateral Agent’s Lien by operation of law or permitted pursuant to clause (c), (e) or (j) the terms of the definition of “Customary Permitted Liens” in Intercreditor Agreement and subject, for the Credit Agreement or subsection 8.2(c), 8.2(d), 8.2(e), 8.2(f) or 8.2(h) following Collateral to the occurrence of the Credit Agreement upon following: (i) in the case of all Pledged Certificated Stock, Pledged Debt Instruments and Pledged Investment Property, the delivery thereof to the Collateral Agent of such Pledged Certificated Stock, Pledged Debt Instruments and Pledged Investment Property consisting of instruments and certificates, in each case properly endorsed for transfer to the Collateral Agent or in blank, (ii) in the case of all Pledged Investment Property not in certificated form, the execution of a Control Agreement Agreements with respect to such investment property, property and (iii) in the case of all other instruments and tangible chattel paper that are not Pledged Certificated Stock, Pledged Debt Instruments or Pledged Investment Property, the delivery thereof to the Collateral Agent of such instruments and tangible chattel paper. Except as set forth in this Section 4.2, all actions by each Grantor necessary or desirable to protect and perfect the Lien granted hereunder on the Collateral have been duly taken.

Perfection and Priority. 13. The Servicer covenants that, in order to evidence the interests of the Seller and Issuer under the Sale and Servicing Agreement and the Indenture Trustee under the Indenture, Servicer shall take such action, or execute and deliver such instruments as may be necessary or advisable (including, without limitation, such actions as are requested by the Indenture Trustee) to maintain and perfect, as a first priority perfected security interest, the Indenture Trustee's security interest granted pursuant in the Receivables. The Servicer shall, from time to this Agreement constitutes time and within the time limits established by law, prepare and file, all financing statements, amendments, continuations, initial financing statements in lieu of a valid continuation statement, terminations, partial terminations, releases or partial releases, or any other filings necessary or advisable to continue, maintain and continuing perfect the Indenture Trustee's security interest in the Receivables as a first-priority perfected security interest in favor (each a "Filing"). EXHIBIT C SERVICING CRITERIA TO BE ADDRESSED IN INDENTURE TRUSTEE'S ASSESSMENT OF COMPLIANCE The assessment of compliance to be delivered by the Collateral Agent for Indenture Trustee shall address, at a minimum, the benefit of the Secured Parties in all Collateral subject, for the following Collateral, criteria identified as below as "Applicable Servicing Criteria": [To be inserted] Exhibit C to the occurrence of Sale and Servicing Agreement EXHIBIT D FORM OF INDENTURE TRUSTEE'S ANNUAL CERTIFICATION RE: VOLKSWAGEN AUTO LOAN ENHANCED TRUST 20[_____]-[_____] [_____], not in its individual capacity but solely as indenture trustee (the following: (i) in the case of all Collateral in which a security interest may be perfected by filing a financing statement under the UCC, the completion of the filings specified on Schedule 2 (which, in the case of all filings referred to on such schedule, have been duly authorized by each Grantor and delivered to the Collateral Agent in completed form"Indenture Trustee"), certifies to Volkswagen Auto Lease Underwritten Funding (ii) with respect to any deposit accountthe "Seller"), the execution of a Control Agreementand its officers, (iii) in the case of all Copyrights, Trademarks and Patents for which UCC filings are insufficient, all appropriate filings having been made with the Applicable IP Officeknowledge and intent that they will rely upon this certification, (iv) in the case of letter-of-credit rights that are not supporting obligations of Collateral, the execution of a Contractual Obligation granting control to the Collateral Agent over such letter-of-credit rights, and (v) in the case of electronic chattel paper, the completion of all steps necessary to grant control to the Collateral Agent over such electronic chattel paper. Such security interest shall be prior to all other Liens on the Collateral except for Customary Permitted Liens having priority over the Collateral Agent’s Lien by operation of law or permitted pursuant to clause (c), (e) or (j) of the definition of “Customary Permitted Liens” in the Credit Agreement or subsection 8.2(c), 8.2(d), 8.2(e), 8.2(f) or 8.2(h) of the Credit Agreement upon (i) in the case of all Pledged Certificated Stock, Pledged Debt Instruments and Pledged Investment Property, the delivery thereof to the Collateral Agent of such Pledged Certificated Stock, Pledged Debt Instruments and Pledged Investment Property consisting of instruments and certificates, in each case properly endorsed for transfer to the Collateral Agent or in blank, (ii) in the case of all Pledged Investment Property not in certificated form, the execution of a Control Agreement with respect to such investment property, and (iii) in the case of all other instruments and tangible chattel paper that are not Pledged Certificated Stock, Pledged Debt Instruments or Pledged Investment Property, the delivery to the Collateral Agent of such instruments and tangible chattel paper. Except as set forth in this Section 4.2, all actions by each Grantor necessary to perfect the Lien granted hereunder on the Collateral have been duly taken.that:

Perfection and Priority. The security interest granted pursuant to this Agreement constitutes a valid and continuing perfected security interest in favor of the Collateral Administrative Agent for the benefit of the Secured Parties in all Collateral subject, for the following Collateral, to the occurrence of the following: (i) in the case of all Collateral in which a security interest may be perfected by filing a financing statement under the UCC, the completion of the filings and other actions specified on Schedule 2 in Section 12 of the Perfection Certificate (which, in the case of all filings and other documents referred to on such schedulePerfection Certificate, have been duly authorized by each Grantor and delivered to the Collateral Administrative Agent in completed and duly authorized form), (ii) with respect to any deposit account, the execution of a Control AgreementAgreements, (iii) in the case of all Copyrights, Trademarks and Patents for which UCC filings are insufficient, all appropriate filings having been made with the Applicable IP Office, (iv) in the case of letter-of-credit rights that are not supporting obligations of Collateral, the execution of a Contractual Obligation granting control to the Collateral Agent over such letter-of-credit rights, and (v) in the case of electronic chattel paper, the completion of all steps necessary to grant control to the Collateral Administrative Agent over such electronic chattel paper, and (iv) in the case of Leases and Leaseholds compliance with applicable state law for the perfection of such Lien. Such security interest shall be prior to all other Liens on the Collateral except for Customary Permitted Liens (as defined in the Loan Agreement) having priority over the Collateral Administrative Agent’s Lien by operation of law or unless otherwise permitted pursuant to clause (c), (e) or (j) of the definition of “Customary Permitted Liens” in the Credit Agreement or subsection 8.2(c), 8.2(d), 8.2(e), 8.2(f) or 8.2(h) of the Credit Agreement by any Loan Document upon (i) in the case of all Pledged Certificated Stock, Pledged Debt Instruments and Pledged Investment PropertyInstruments, the delivery thereof to the Collateral Administrative Agent of such Pledged Certificated Stock, Pledged Debt Instruments and Pledged Investment Property consisting of instruments and certificatesinstruments, in each case properly endorsed for transfer to the Collateral Administrative Agent or in blank, (ii) in the case of all Pledged Investment Property not in certificated form, the execution of a Control Agreement with respect to such investment property, and (iii) in the case of all other instruments and tangible chattel paper that are not Pledged Certificated Stock, Pledged Debt Instruments or Pledged Investment PropertyInstruments, the delivery thereof to the Collateral Administrative Agent of such instruments and tangible chattel paper. Except as set forth in this Section 4.2, all actions by each Grantor necessary or desirable to protect and perfect the Lien granted hereunder on the Collateral have been duly taken; it being understood that Administrative Agent will not seek to perfect its Lien in Leases and Leaseholds absent the occurrence of an Event of Default and, following the occurrence and during the continuance of an Event of Default, and ________ requested by the Administrative Agent, Borrowers shall endeavor to take such action as may reasonably be necessary to perfect the Administrative Agent’s Lien in Leases and Leaseholds.

Perfection and Priority. The security interest granted pursuant to this Agreement constitutes a valid and continuing perfected security interest in favor of the Collateral Agent Administrative Agent, for the benefit of the Secured Parties Parties, in all Collateral subject, for the following Collateral, to the occurrence of the following: (i) in the case of all Collateral in which a security interest may be perfected by filing a financing statement under the UCC, the completion of the filings and other actions specified on Schedule 2 (which, in the case of all filings and other documents referred to on such schedule, have been duly authorized by each Grantor and delivered to the Collateral Administrative Agent in completed and duly authorized form), (ii) with respect to any deposit account, the execution of a Control AgreementAgreements, (iii) in the case of all Copyrights, Trademarks and Patents for which UCC filings are insufficient, all appropriate filings having been made with the United States Copyright Office, the United States Patent and Trademark Office, or any other Applicable IP OfficeOffice or similar office, agency or authority outside the United States, as applicable, (iv) in the case of letter-of-credit rights that are not supporting obligations of Collateral, the execution of a Contractual Obligation granting control to the Collateral Administrative Agent over such letter-of-credit rights, and (v) in the case of electronic chattel paper, the completion of all steps necessary to grant control to the Collateral Administrative Agent over such electronic chattel paperpaper and (vi) in the case of Vehicles, the actions required under Section 5.1(e). Such security interest shall be prior to all other Liens on the Collateral Collateral, except for Customary Permitted Liens having priority over the Collateral Agent’s Lien and Liens permitted by operation of law or permitted pursuant to clause Sections 8.2(c), (cd), (e), (i) or and (j) of the definition of “Customary Permitted Liens” in Credit Agreement, having priority over the Credit Agreement Administrative Agent's Lien or subsection 8.2(c), 8.2(d), 8.2(e), 8.2(f) or 8.2(h) of the Credit Agreement unless otherwise permitted by any Loan Document upon (i) in the case of all Pledged Certificated Stock, Pledged Debt Instruments and Pledged Investment Property, the delivery thereof to the Collateral Administrative Agent of such Pledged Certificated Stock, Pledged Debt Instruments and Pledged Investment Property consisting of instruments and certificates, in each case properly endorsed for transfer to the Collateral Administrative Agent or in blank, (ii) in the case of all Pledged Investment Property not in certificated form, the execution of a Control Agreement Agreements with respect to such investment property, property and (iii) in the case of all other instruments and tangible chattel paper that are not Pledged Certificated Stock, Pledged Debt Instruments or Pledged Investment Property, the delivery to the Collateral Administrative Agent of such instruments and tangible chattel paper. Except as set forth in this Section 4.2, all actions by each Grantor necessary or desirable to protect and perfect the Lien granted hereunder on the Collateral have been duly takentaken as of the date hereof and all such actions shall be taken by each Grantor at such times required under Section 5.7.

Perfection and Priority. The security interest granted pursuant to this Agreement constitutes a valid and continuing perfected security interest in favor of the Collateral Agent for the benefit of the Secured Parties in all Collateral subject, for the following Collateral, to the occurrence of the following: (i) in the case of all Collateral in which a security interest may be perfected by filing a financing statement under the UCC, the completion of the filings and other actions specified on Schedule 2 (which, in the case of all filings and other documents referred to on such schedule, have been duly authorized by each Grantor and delivered to the Collateral Agent in completed and duly authorized form), (ii) with respect to any deposit account, the execution of a Control AgreementAgreements, (iii) in the case of all Copyrights, Trademarks and Patents for which UCC filings are insufficient, all appropriate filings having been made with the Applicable IP United States Copyright Office or the United States Patent and Trademark Office, as applicable, (iv) in the case of letter-of-credit rights that are not supporting obligations of Collateral, the execution of a Contractual Obligation granting control to the Collateral Agent over such letter-of-credit rights, and (v) in the case of electronic chattel paper, the completion of all steps reasonably necessary to grant control to the Collateral Agent over such electronic chattel paperpaper and (vi) in the case of Vehicles, the actions required under Section 5.1(e). Such security interest shall be prior to all other Liens on the Collateral except for Customary Permitted Liens having priority over the Collateral Agent’s Lien by operation of law or permitted pursuant to clause (cSection 5.1(e), (e5.1(g), 5.1(h), 5.1(i) or (j) of the definition of “Customary Permitted Liens” in the Credit Agreement or subsection 8.2(c), 8.2(d), 8.2(e), 8.2(f) or 8.2(h5.1(k) of the Credit Agreement upon (i) in the case of all Pledged Apio Stock, Pledged Certificated Stock, Pledged Debt Instruments and Pledged Investment Property, the delivery thereof to the Collateral Agent of such Pledged Apio Stock, Pledged Certificated Stock, Pledged Debt Instruments and Pledged Investment Property consisting of instruments and certificates, in each case properly endorsed for transfer to the Collateral Agent or in blank, (ii) in the case of all Pledged Investment Property not in certificated form, the execution of a Control Agreement Agreements with respect to such investment property, property and (iii) in the case of all other instruments and tangible chattel paper that are not Pledged Apio Stock, Pledged Certificated Stock, Pledged Debt Instruments or Pledged Investment Property, the delivery thereof to the Collateral Agent of such instruments and tangible chattel paper. Except as set forth in this Section 4.2, all actions by each Grantor reasonably necessary to protect and perfect the Lien granted hereunder on the Collateral have been duly taken.

Perfection and Priority. The security interest granted pursuant to this Agreement constitutes a valid and continuing perfected security interest in favor of the Collateral Administrative Agent for the benefit of the Secured Parties in all Collateral subject, for the following Collateral, to the occurrence of the following: (i) in the case of all Collateral in which a security interest may be perfected by filing a financing statement under the UCC, the completion of the filings and other actions specified on Schedule 2 (which, in the case of all filings and other documents referred to on such schedule, have been duly authorized by each Grantor and delivered to the Collateral Administrative Agent in completed and duly authorized form), (ii) with respect to any deposit account, the execution of a Control AgreementAgreements, (iii) in the case of all Copyrights, Trademarks and Patents for which UCC filings are insufficientinsufficient for perfection, all appropriate filings having been made with the Applicable IP United States Copyright Office or the United States Patent and Trademark Office, as applicable, (iv) in the case of letter-of-credit rights that are not supporting obligations of Collateral, the execution of a Contractual Obligation granting control to the Collateral Administrative Agent over such letter-of-credit rights, rights and (v) with respect to any items of Collateral constituting an interest in the case of electronic chattel paperReal Estate, the completion of all steps necessary to grant control to for the Collateral Agent over such electronic chattel papercreation and/or a perfection of a security interest therein. Such security interest shall be prior to all other Liens on the Collateral as to which perfection and priority is governed by the UCC except for Customary Permitted Liens having priority over the Collateral Administrative Agent’s Lien by operation of law or to the extent permitted pursuant to clause subsection 6.01(a) (csolely in the case of any Collateral other than ABL Priority Collateral securing permitted Non-ABL Priority Lien Obligations), (e) or (j) of the definition of “Customary Permitted Liens” in the Credit Agreement or subsection 8.2(c6.01(d), 8.2(d6.01(e), 8.2(e6.01(g), 8.2(f) 6.01(i), 6.01(o), 6.01(w), or 8.2(h6.01(z), or 6.01(aa) of the Credit Agreement upon (i) in the case of all Pledged Certificated Stock, Pledged Debt Instruments and Pledged Investment Property, the delivery thereof to the Collateral Agent of such Pledged Certificated Stock, Pledged Debt Instruments and Pledged Investment Property consisting of instruments and certificates, in each case properly endorsed for transfer to the Collateral Agent or in blank, (ii) in the case of all Pledged Investment Property not in certificated form, the execution of a Control Agreement with respect to such investment property, and (iii) in the case of all other instruments and tangible chattel paper that are not Pledged Certificated Stock, Pledged Debt Instruments or Pledged Investment Property, the delivery to the Collateral Agent of such instruments and tangible chattel paper. Except as set forth in this Section 4.2, all actions by each Grantor necessary to perfect the Lien granted hereunder on the Collateral have been duly takenAgreement.

Perfection and Priority. The security interest granted pursuant to this Agreement constitutes a valid and continuing perfected security interest in favor of the Collateral Agent for the benefit of the Secured Parties in all Collateral subject, for the following Collateral, to the occurrence of the following: (ia) in the case of all Collateral in which a security interest may be perfected by filing a financing statement under the UCC, the completion of the filings and other actions specified on Schedule 2 (which, in the case of all filings and other documents referred to on such schedule, have been duly authorized by each Grantor and delivered to the Collateral Agent in completed and duly authorized form), (iib) with respect to any deposit account, the execution of a Control Agreement[reserved], (iiic) in the case of all Copyrights, Trademarks and Patents for which UCC filings are insufficient, all appropriate filings having been made with the Applicable IP United States Copyright Office or the United States Patent and Trademark Office, as applicable, (ivd) in the case of letter-of-credit rights that are not supporting obligations of Collateral, the execution of a Contractual Obligation granting control to the Collateral Agent over such letter-of-credit rights, rights and (ve) in the case of electronic chattel paper, the completion of all steps necessary to grant control to the Collateral Agent over such electronic chattel paper. Such security interest shall be prior to all other Liens on the Collateral except for Customary Permitted Liens Security having priority over the Collateral Agent’s Lien by operation of law or expressly permitted pursuant to clause (c), (e) or (j) the terms of the definition of “Customary Permitted Liens” in the Credit Agreement or subsection 8.2(c), 8.2(d), 8.2(e), 8.2(f) or 8.2(h) of the Credit Agreement each Note upon (i) in the case of all Pledged Certificated Stock, Pledged Debt Instruments and Pledged Investment Property, the delivery thereof to the Collateral Agent of such Pledged Certificated Stock, Pledged Debt Instruments and Pledged Investment Property consisting of instruments and certificates, in each case properly endorsed for transfer to the Collateral Agent or in blank, blank and (ii) in the case of all Pledged Investment Property not in certificated form, the execution of a Control Agreement with respect to such investment property, and (iii) in the case of all other instruments and tangible chattel paper that are not Pledged Certificated Stock, Pledged Debt Instruments or Pledged Investment Property, the delivery thereof to the Collateral Agent of such instruments and tangible chattel paper. Except As of the date hereof (or, if later, as of the acquisition of such property by such Person, or such property is owned by a Person at the time it becomes a Grantor, as of such date), except as set forth in this Section 4.2, all actions by each Grantor necessary to protect and perfect the Lien granted hereunder on the Collateral have been been, or will be, substantially concurrently with the effectiveness of this Agreement, duly taken; provided that, notwithstanding the foregoing, the Grantors shall not be required to enter into control agreements with respect to deposit accounts.

Perfection and Priority. The security interest granted pursuant to this Agreement constitutes a valid and continuing perfected security interest in favor of the Collateral Agent for the benefit of the Secured Parties in all Collateral subject, for the following Collateral, with perfection thereof to the occurrence of include without limitation the following: (i) in the case of all Collateral in which a security interest may be perfected by filing a financing statement under the UCC, the completion of the filings and other actions specified on Schedule 2 (which, in the case of all filings referred to on such schedule, have been duly authorized by each Grantor and delivered to the Collateral Agent in completed form)2, (ii) with respect to any deposit account, the execution of a Control AgreementAgreement other than deposit accounts for which the Agent is the depository bank and has automatic control, (iii) in the case of all Copyrightscopyrights, Trademarks trademarks and Patents for which UCC filings are insufficientpatents, all appropriate filings having been made with the Applicable IP Office, (iv) in the case of letter-of-credit rights that are not supporting obligations of Collateral, the execution of a Contractual Obligation granting control to the Collateral Agent over such letter-of-credit rights, and (v) in the case of electronic chattel paper, the completion of all steps necessary to grant control to the Collateral Agent over such electronic chattel paper. Such security interest shall be prior to all other Liens on , (vi) in the Collateral except for Customary Permitted Liens having priority over case of Vehicles, the Collateral Agent’s Lien by operation of law or permitted pursuant to clause (cactions required under Section 4.1(e), and (evii) in the case of Pledged Collateral or (j) Pledged Investment Property issued by a Foreign Subsidiary, such filings and actions as may be required under the laws of the definition of “Customary Permitted Liens” in the Credit Agreement or subsection 8.2(c), 8.2(d), 8.2(e), 8.2(f) or 8.2(h) of the Credit Agreement upon (i) in jurisdiction under which such Foreign Subsidiary was formed. In the case of all Pledged Certificated Stock, Pledged Debt Instruments and Pledged Investment Property, the delivery thereof shall be made to the Collateral Agent of such Pledged Certificated Stock, Pledged Debt Instruments and Pledged Investment Property consisting of instruments and certificates, in each case properly endorsed for transfer to the Collateral Agent or in blank, (ii) in . In the case of all Pledged Investment Property not in certificated form, the execution of a Control Agreement Agreements shall be executed with respect to such investment property, and (iii) in . In the case of all other instruments and tangible chattel paper that are not Pledged Certificated Stock, Pledged Debt Instruments or Pledged Investment Property, the delivery to shall be made the Collateral Agent of such instruments and tangible chattel paper. Except as set forth in this Section 4.2, Such security interest shall be prior to all actions by each Grantor necessary to perfect the Lien granted hereunder other Liens on the Collateral have been duly takenexcept for any Permitted Liens having priority over the Agent’s Lien by operation of law or unless otherwise granted or permitted by any Transaction Document.

Perfection and Priority. The security interest granted pursuant to this Agreement Agreement, to the extent a security interest can be granted by a security agreement governed by New York law, constitutes a valid and continuing perfected security interest in favor of the Collateral Agent for the benefit of the Secured Parties in all Collateral subject, for the following CollateralCollateral (to the extent any such item is Collateral and such steps are required herein), to the occurrence of the following: (iA) entry of the Orders; or (B)(i) in the case of all Collateral in which a security interest may be perfected by filing a financing statement under the UCC, the completion of the filings and other actions specified on Schedule 2 (which, in the case of all filings and other documents referred to on such schedule, have been duly authorized by each Grantor and delivered to the Collateral Agent in completed and duly authorized form), (ii) with respect to any deposit accountaccount or securities account or commodities account (other than Excluded Accounts), the execution of a Control AgreementAgreements, (iii) in the case of all U.S. registered Copyrights, U.S. registered Trademarks and U.S. issued Patents owned by a Grantor for which UCC filings are insufficient, all appropriate filings having been made with the Applicable IP United States Copyright Office or the United States Patent and Trademark Office, as applicable, (iv) in the case of letter-of-credit rights that are not supporting obligations of Collateral, the execution of a Contractual Obligation granting control to the Collateral Agent over such letter-of-credit rightsrights to the extent required under Section 5.6, and (v) in the case of electronic chattel paper, the completion of all steps necessary to grant control to the Collateral Agent over such electronic chattel paperpaper to the extent required under Section 5.6, and (vi) in the case of commercial tort claims, the notice of such commercial tort claims pursuant to Section 5.9; provided however that no Grantor is making any representation or warranty as to the perfection of a security interest in unregistered Copyrights or other unregistered Intellectual Property or any “intent to use” Trademark applications for which a statement of use has not been filed. Such security interest shall be prior to all other Liens on the Collateral described in the following clauses (i), (ii) and (iii), except for Customary Permitted Liens having priority over the Collateral Agent’s Lien by operation of law or permitted pursuant to clause (c), (e) or (j) express written agreement of the definition of “Customary Permitted Liens” in the Credit Agreement or subsection 8.2(c), 8.2(d), 8.2(e), 8.2(f) or 8.2(h) of the Credit Agreement Agent upon (i) in the case of all Pledged Certificated Stock, Pledged Debt Instruments and Pledged Investment Property, the delivery thereof to the Collateral Agent of such Pledged Certificated Stock, Pledged Debt Instruments and Pledged Investment Property to the extent required under Section 5.3 consisting of instruments and certificates, in each case properly endorsed for transfer to the Collateral Agent or in blank, (ii) in the case of all Pledged Investment Property not in certificated form, the execution of a Control Agreement Agreements with respect to such investment property, property to the extent required under Section 5.3 and (iii) in the case of all other instruments and tangible chattel paper that are not Pledged Certificated Stock, Pledged Debt Instruments or Pledged Investment Property, the delivery thereof to the Collateral Agent of such instruments and tangible chattel paper. Except as set forth in this Section 4.2, all actions by each Grantor necessary or desirable to protect and perfect the Lien granted hereunder on the Collateral have been duly taken.

Perfection and Priority. The security interest granted pursuant to this Agreement constitutes a valid and continuing perfected security interest in favor of the Collateral Agent for the benefit of the Secured Parties in all Collateral subject, for the following Collateral, to the occurrence of the following: (i) in the case of all Collateral in which a security interest may be perfected by filing a financing statement under the UCC, the completion of the filings and other actions specified on Schedule 2 or as otherwise required under Section 7.10 of the Credit Agreement (which, in the case of all filings and other documents referred to on such schedule, have been duly authorized by each Grantor and delivered to the Collateral Agent in completed and duly authorized form), (ii) with respect to any deposit account, securities account or commodities account, the execution of a Control AgreementAgreements, (iii) in the case of all United States registered and applied for Copyrights, Trademarks and Patents for which UCC filings are insufficient, all appropriate filings having been made with the Applicable IP United States Copyright Office or the United States Patent and Trademark Office, as applicable, (iv) in the case of letter-of-credit rights that are not supporting obligations of Collateral, the execution of a Contractual Obligation granting control to the Collateral Agent over such letter-of-credit rights, and (v) in the case of electronic chattel paper, the completion of all steps necessary to grant control to the Collateral Agent over such electronic chattel paperpaper and (v) the actions set forth in clauses (i) through (iii) in the sentence below are taken with respect to such Collateral. Such security interest shall be prior to all other Liens on the Collateral except for Customary Permitted Senior Liens having priority over the Collateral Agent’s Lien by operation of law or permitted pursuant to clause (c), (e) or (j) of the definition of “Customary Permitted Liens” in the Credit Agreement or subsection 8.2(c), 8.2(d), 8.2(e), 8.2(f) or 8.2(h) of the Credit Agreement upon (i) in the case of all Pledged Certificated Stock, Pledged Debt Instruments and Pledged Investment Property, the delivery thereof to the Collateral Agent of such Pledged Certificated Stock, Pledged Debt Instruments and Pledged Investment Property consisting of instruments and certificates, in each case properly endorsed for transfer to the Collateral Agent or in blank, (ii) in the case of all Pledged Investment Property not in certificated form, the execution of a Control Agreement Agreements with respect to such investment property, property and (iii) in the case of all other instruments and tangible chattel paper Material Tangible Chattel Paper that are not Pledged Certificated Stock, Pledged Debt Instruments or Pledged Investment Property, the delivery thereof to the Collateral Agent of such instruments and tangible chattel paper. Except as set forth in this Section 4.2, all actions by each Grantor necessary to protect and perfect the Lien granted hereunder on the Collateral have been duly takentaken to the extent requested by the Administrative Agent in accordance with the Loan Documents or required by Section 7.10 of the Credit Agreement.

Perfection and Priority. The security interest granted pursuant to this Agreement constitutes a valid and continuing perfected security interest in favor of the Collateral Administrative Agent for the benefit of the Secured Parties in all Collateral subject, for the following Collateral, to the occurrence of the following: (i) in the case of all Collateral in which a security interest may be perfected by filing a financing statement under the UCC, the completion of the filings and other actions specified on Schedule 2 (which, in the case of all filings and other documents referred to on such schedule, have been duly authorized by each Grantor and delivered to the Collateral Administrative Agent in completed and duly authorized form), (ii) with respect to any deposit account, the execution of a Control Agreement, (iii) in the case of all Copyrights, Trademarks and Patents for which UCC filings are insufficient, all appropriate filings having been made with (x) the United States Copyright Office or the United States Patent and Trademark Office, as applicable, and (y) the Applicable IP OfficeOffice in South Africa, Brazil and Argentina (so long as, in the case of any filing under this clause (y), such filing is commercially reasonable), (iviii) in the case of letter-of-credit rights that are not supporting obligations of Collateral, the execution of a Contractual Obligation granting control to the Collateral Administrative Agent over such letter-of-credit rights, and (viv) in the case of electronic chattel paper, the completion of all steps necessary to grant control to the Collateral Administrative Agent over such electronic chattel paperpaper and (v) in the case of Vehicles, the actions required under Section 4.1(e). Such security interest shall be prior to all other Liens on the Collateral except for Customary Permitted Liens having priority over the Collateral Administrative Agent’s Lien by operation of law or or, unless otherwise permitted pursuant to clause (c)by any Loan Document, (e) or (j) of the definition of “Customary Permitted Liens” in the Credit Agreement or subsection 8.2(c), 8.2(d), 8.2(e), 8.2(f) or 8.2(h) of the Credit Agreement upon (i) in the case of all Pledged Certificated Stock, Pledged Debt Instruments and Pledged Investment Property, the delivery thereof to the Collateral Administrative Agent of such Pledged Certificated Stock, Pledged Debt Instruments and Pledged Investment Property consisting of instruments and certificates, in each case properly endorsed for transfer to the Collateral Administrative Agent or in blank, and (ii) in the case of all Pledged Investment Property not in certificated form, the execution of a Control Agreement with respect to such investment property, and (iii) in the case of all other instruments and tangible chattel paper that are not Pledged Certificated Stock, Pledged Debt Instruments or Pledged Investment Property, the delivery thereof to the Collateral Administrative Agent of such instruments and tangible chattel paper. Except as set forth in this Section 4.23.2, all actions by each Grantor necessary or desirable to protect and perfect the Lien granted hereunder on the Collateral have been duly taken.

Perfection and Priority. The security interest granted pursuant to this Agreement constitutes a valid and continuing perfected security interest in favor of the Collateral Agent for the benefit of the Secured Parties in all Collateral subject, for the following Collateral, to the occurrence of the following: (i) in the case of all Collateral in which a security interest may be perfected by filing a financing statement under the UCC, the completion of the filings and other actions specified on Schedule 2 (which, in the case of all filings and other documents referred to on such schedule, have been duly authorized by each Grantor and delivered to the Collateral Agent in completed and duly authorized form), (ii) with respect to any deposit account, the execution of a Control AgreementAgreements, (iii) in the case of all Copyrights, Trademarks and Patents for which UCC filings are insufficient, all appropriate filings having been made with the Applicable IP United States Copyright Office or the United States Patent and Trademark Office, as applicable, (iv) in the case of letter-of-credit rights that are not supporting obligations of Collateral, the execution of a Contractual Obligation granting control to the Collateral Agent over such letter-of-credit rights, and (v) in the case of electronic chattel paper, the completion of all steps necessary to grant control to the Collateral Agent over such electronic chattel paperpaper and (vi) in the case of Vehicles, the actions required under Section 4.1(e). Such security interest shall be prior to all other Liens on the Collateral except for Customary Permitted Liens having priority over the Collateral Agent’s Lien by operation of law or permitted pursuant to clause (csubsections 5.1(f), (eg), (h), (i), (k), (m) or (j) of the definition of “Customary Permitted Liens” in the Credit Agreement or subsection 8.2(c), 8.2(d), 8.2(e), 8.2(f) or 8.2(hcc) of the Credit Agreement upon (i) in the case of all Pledged Certificated Stock, Pledged Debt Instruments and Pledged Investment Property, the delivery thereof to the Collateral Agent of such Pledged Certificated Stock, Pledged Debt Instruments and Pledged Investment Property consisting of instruments and certificates, in each case properly endorsed for transfer to the Collateral Agent or in blank, (ii) in the case of all Pledged Investment Property not in certificated form, either (x) registration of Agent as the registered owner thereof on the books and records of the issuer of such Pledged Investment Property or (y) execution of a Control Agreement an agreement by such issuer in form and substance acceptable to Agent, pursuant to which such issuer agrees to comply with Agent’s instructions with respect to such investment property, Pledged Investment Property without further consent by the applicable Grantor and (iii) in the case of all other instruments and tangible chattel paper that are not Pledged Certificated Stock, Pledged Debt Instruments or Pledged Investment Property, the delivery thereof to the Collateral Agent of such instruments and tangible chattel paper. Except as set forth in this Section 4.23.2, all actions by each Grantor necessary or desirable to protect and perfect the Lien granted hereunder on the Collateral have been duly taken.

Perfection and Priority. The security interest granted pursuant to this Agreement constitutes a valid and continuing perfected security interest in favor of the Collateral Administrative Agent for the benefit of the Secured Parties in all such Collateral subject(with respect to Intellectual Property included in the Collateral, under United States law) and such security interest shall be perfected for the following Collateral, subject to the occurrence of the following: (ia) in the case of all Collateral in which a security interest may be perfected by filing a financing statement under the UCC, the completion of the filings at the offices specified on Schedule 2 and (which, in the case of all filings referred to on such schedule, have been duly authorized by each Grantor and delivered to the Collateral Agent in completed form), (ii) with respect to any deposit account, the execution of a Control Agreement, (iiib) in the case of all United States Copyrights, Trademarks and Patents included in the Collateral for which UCC filings are insufficient, all appropriate filings having been timely made with the Applicable IP United States Copyright Office or the United States Patent and Trademark Office, as applicable (iv) provided, however, that additional filings may be required with the United States Copyright Office or the United States Patent and Trademark Office, as applicable, to perfect the Administrative Agent’s security interest in any Copyrights, Trademarks and Patents included in the case of letter-of-credit rights that are not supporting obligations of Collateral, Collateral acquired after the execution of a Contractual Obligation granting control to the Collateral Agent over such letter-of-credit rights, and (v) in the case of electronic chattel paper, the completion of all steps necessary to grant control to the Collateral Agent over such electronic chattel paperdate hereof). Such security interest shall be prior to all other Liens on the Collateral except for Customary Permitted Liens having priority over the Collateral Administrative Agent’s Lien by operation of law or as expressly permitted pursuant to clause (c), (e) or (j) of the definition of “Customary Permitted Liens” in the Credit Agreement or subsection 8.2(c), 8.2(d), 8.2(e), 8.2(f) or 8.2(h) Section 7.01 of the Credit Agreement upon (i) in the case of all Pledged Certificated StockEquity, Pledged Debt Instruments and Pledged Investment Property, the delivery thereof to the Collateral Administrative Agent of such Pledged Certificated StockEquity, Pledged Debt Instruments and Pledged Investment Property (other than, in each case, checks received in the ordinary course of business) consisting of instruments and certificates, in each case properly endorsed for transfer to the Collateral Administrative Agent or in blank, blank and (ii) in the case of all Pledged Investment Property (other than checks received in the ordinary course of business) not in certificated form, the execution of a Control Agreement control agreements with respect to such investment property, and (iii) in the case of all other instruments and tangible chattel paper that are not Pledged Certificated Stock, Pledged Debt Instruments or Pledged Investment Property, the delivery to the Collateral Agent of such instruments and tangible chattel paper. Except as set forth in this Section 4.2, all actions by each Grantor necessary to perfect the Lien granted hereunder on the Collateral have been duly taken.

Perfection and Priority. The security interest granted pursuant to this Agreement constitutes a valid and continuing perfected security interest in favor of the Collateral Agent for the benefit of the Secured Parties in all Collateral subject, for the following Collateral, to the occurrence of the following: (ia) in the case of all Collateral in which a security interest may be perfected by filing a financing statement under the UCC, the completion of the filings and other actions specified on Schedule 2 to this Agreement (which, in the case of all filings and other documents referred to on such schedule, have been duly authorized by each Grantor and delivered to the Collateral Agent in completed and duly authorized form), (iib) with respect to any deposit account, securities account, commodity account or similar account other than Excluded Accounts, the execution of a Control AgreementAgreements, (iiic) in the case of all Copyrights, Trademarks and Patents for which UCC filings are insufficient, all appropriate filings having been made with the Applicable IP United States Copyright Office or the United States Patent and Trademark Office, as applicable, (ivd) in the case of letter-of-credit rights that are not supporting obligations of Collateral, the execution of a Contractual Obligation granting control to the Collateral Agent over such letter-of-credit rights, and (ve) in the case of electronic chattel paper, the completion of all steps necessary to grant control to the Collateral Agent over such electronic chattel paperpaper and (f) in the case of Vehicles, the actions required under Section 5.1(e). Such security interest shall be prior to all other Liens on the Collateral except for Customary Permitted Liens having priority over the Collateral Agent’s 's Lien by operation of law or permitted pursuant to clause (cSection 5.1(e), (e5.1(g), 5.1(h), 5.1(i) or (j) of the definition of “Customary Permitted Liens” in the Credit Agreement or subsection 8.2(c), 8.2(d), 8.2(e), 8.2(f) or 8.2(h5.1(k) of the Credit Agreement upon (i) in the case of all Pledged Certificated StockShares, Pledged Debt Instruments and Pledged Investment Property, the delivery thereof to the Collateral Agent of such Pledged Certificated StockShares, Pledged Debt Instruments and Pledged Investment Property consisting of instruments and certificates, in each case properly endorsed for transfer to the Collateral Agent or in blank, (ii) in the case of all Pledged Investment Property not in certificated form, the execution of a Control Agreement Agreements with respect to such investment property, property and (iii) in the case of all other instruments and tangible chattel paper that are not Pledged Certificated StockShares, Pledged Debt Instruments or Pledged Investment Property, the delivery to the Collateral Agent of such instruments and tangible chattel paper. Except as set forth in this Section 4.2, all actions by each Grantor necessary or desirable to protect and perfect the Lien granted hereunder on the Collateral have been duly taken.

Perfection and Priority. The security interest granted pursuant to this Agreement constitutes a valid and continuing perfected security interest in favor of the Collateral Administrative Agent for the benefit of the Secured Parties in all Collateral subject, for the following Collateral, to the occurrence of the following: (i) in the case of all Collateral in which a security interest may be perfected by filing a financing statement under the UCC, the completion of the filings and other actions specified on Schedule 2 4.2 (which, in the case of all filings and other documents referred to on such schedule, have been duly authorized by each Grantor and delivered to the Collateral Administrative Agent in completed and duly authorized form), (ii) with respect to any deposit account, the execution of a Control AgreementAgreements, (iii) in the case of all Copyrights, Trademarks and Patents for which UCC filings are insufficient, all any appropriate filings having been made with the Applicable IP United States Copyright Office or the United States Patent and Trademark Office, as applicable, (iv) in the case of letter-of-credit rights that are not supporting obligations of Collateral, the execution of a Contractual Obligation granting control to the Collateral Administrative Agent over such letter-of-credit rights, and (v) in the case of electronic chattel paper, the completion of all steps necessary to grant control to the Collateral Administrative Agent over such electronic chattel paperpaper and (vi) in the case of Vehicles, the actions required under Section 5.1(e). Such security interest shall be prior to all other Liens on the Collateral except for Customary Permitted Liens having priority over the Collateral Administrative Agent’s Lien by operation of GUARANTY AND SECURITY AGREEMENT ASSISTED LIVING CONCEPTS, INC. law or unless otherwise permitted pursuant to clause (c), (e) or (j) of the definition of “Customary Permitted Liens” in the Credit Agreement or subsection 8.2(c), 8.2(d), 8.2(e), 8.2(f) or 8.2(h) of the Credit Agreement by any Loan Document upon (i) in the case of all Pledged Certificated Stock, Pledged Debt Instruments and Pledged Investment Property, the delivery thereof to the Collateral Administrative Agent of such Pledged Certificated Stock, Pledged Debt Instruments and Pledged Investment Property consisting of instruments and certificates, in each case properly endorsed for transfer to the Collateral Administrative Agent or in blank, (ii) in the case of all Pledged Investment Property not in certificated form, the execution of a Control Agreement Agreements or an agreement the Issuer will comply with instructions originated by Administrative Agent with respect to such investment property, and (iii) in the case of all other instruments and tangible chattel paper that are not Pledged Certificated Stock, Pledged Debt Instruments or Pledged Investment Property, the delivery thereof to the Collateral Administrative Agent of such instruments and tangible chattel paperpaper and (iv) in the case of other Collateral in which a security interest may be perfected by filing, upon the filing of a financing statement under the UCC. Except as set forth in this Section 4.2, all actions by each Grantor necessary or desirable to protect and perfect the Lien granted hereunder on the Collateral have been duly taken.

Perfection and Priority. 13. The Servicer covenants that, in order to evidence the interests of the Seller and Issuer under the Sale and Servicing Agreement and the Indenture Trustee under the Indenture, Servicer shall take such action, or execute and deliver such instruments as may be necessary or advisable (including, without limitation, such actions as are requested by the Indenture Trustee) to maintain and perfect, as a first priority perfected security interest, the Indenture Trustee's security interest granted pursuant in the Receivables. The Servicer shall, from time to this Agreement constitutes time and within the time limits established by law, prepare and file, all financing statements, amendments, continuations, initial financing statements in lieu of a valid continuation statement, terminations, partial terminations, releases or partial releases, or any other filings necessary or advisable to continue, maintain and continuing perfect the Indenture Trustee's security interest in the Receivables as a first-priority perfected security interest in favor (each a "Filing"). EXHIBIT C SERVICING CRITERIA TO BE ADDRESSED IN INDENTURE TRUSTEE'S ASSESSMENT OF COMPLIANCE The assessment of compliance to be delivered by the Collateral Agent for Indenture Trustee shall address, at a minimum, the benefit of the Secured Parties in all Collateral subject, for the following Collateral, criteria identified as below as "Applicable Servicing Criteria": [To be inserted] Exhibit C to the occurrence of Sale and Servicing Agreement EXHIBIT D FORM OF INDENTURE TRUSTEE'S ANNUAL CERTIFICATION RE: VOLKSWAGEN AUTO LOAN ENHANCED TRUST 20[_____]-[_____] [_____], not in its individual capacity but solely as indenture trustee (the following: (i) in the case of all Collateral in which a security interest may be perfected by filing a financing statement under the UCC, the completion of the filings specified on Schedule 2 (which, in the case of all filings referred to on such schedule, have been duly authorized by each Grantor and delivered to the Collateral Agent in completed form"Indenture Trustee"), certifies to Volkswagen Public Auto Loan Securitization (ii) with respect to any deposit accountthe "Seller"), the execution of a Control Agreementand its officers, (iii) in the case of all Copyrights, Trademarks and Patents for which UCC filings are insufficient, all appropriate filings having been made with the Applicable IP Officeknowledge and intent that they will rely upon this certification, (iv) in the case of letter-of-credit rights that are not supporting obligations of Collateral, the execution of a Contractual Obligation granting control to the Collateral Agent over such letter-of-credit rights, and (v) in the case of electronic chattel paper, the completion of all steps necessary to grant control to the Collateral Agent over such electronic chattel paper. Such security interest shall be prior to all other Liens on the Collateral except for Customary Permitted Liens having priority over the Collateral Agent’s Lien by operation of law or permitted pursuant to clause (c), (e) or (j) of the definition of “Customary Permitted Liens” in the Credit Agreement or subsection 8.2(c), 8.2(d), 8.2(e), 8.2(f) or 8.2(h) of the Credit Agreement upon (i) in the case of all Pledged Certificated Stock, Pledged Debt Instruments and Pledged Investment Property, the delivery thereof to the Collateral Agent of such Pledged Certificated Stock, Pledged Debt Instruments and Pledged Investment Property consisting of instruments and certificates, in each case properly endorsed for transfer to the Collateral Agent or in blank, (ii) in the case of all Pledged Investment Property not in certificated form, the execution of a Control Agreement with respect to such investment property, and (iii) in the case of all other instruments and tangible chattel paper that are not Pledged Certificated Stock, Pledged Debt Instruments or Pledged Investment Property, the delivery to the Collateral Agent of such instruments and tangible chattel paper. Except as set forth in this Section 4.2, all actions by each Grantor necessary to perfect the Lien granted hereunder on the Collateral have been duly taken.that:

Perfection and Priority. The security interest granted pursuant to this Agreement constitutes a valid and continuing perfected security interest in favor of the Collateral Agent for the benefit of the Secured Parties in all Collateral subject, for the following Collateral, to the occurrence of the following: (i) in the case of all Collateral in which a security interest may be perfected by filing a financing statement under the UCC, the completion of the filings and other actions specified on Schedule 2 (which, in the case of all filings and other documents referred to on such schedule, have been duly authorized by each Grantor and delivered to the Collateral Agent in completed and duly authorized form), (ii) with respect to any deposit account, the execution of a Control AgreementAgreements, (iii) in the case of all Copyrights, Trademarks and Patents for which UCC filings are insufficientinsufficient to perfect a security interest, all appropriate filings having been made with the Applicable IP United States Copyright Office or the United States Patent and Trademark Office or Canadian Intellectual Property Office, as applicable, (iv) in the case of letter-of-credit rights that are not supporting obligations of Collateral, the execution of a Contractual Obligation granting control to the Collateral Agent over such letter-of-credit rights, and (v) in the case of electronic chattel paper, the completion of all steps necessary to grant control to the Collateral Agent over such electronic chattel paper. Such security interest shall be prior to all other Liens on the Collateral except for Customary Permitted Liens having priority over the Collateral Agent’s Lien by operation of law or permitted pursuant to clause (c), (e) or (j) of the definition of “Customary Permitted Liens” in the Credit Agreement or subsection 8.2(c), 8.2(d), 8.2(e), 8.2(f) or 8.2(h) of the Credit Agreement upon (ivi) in the case of all Pledged Certificated Stock, Pledged Debt Instruments and Pledged Investment Property, the delivery thereof to the Collateral Agent of such Pledged Certificated Stock, Pledged Debt Instruments and Pledged Investment Property consisting of instruments and certificates, in each case properly endorsed for transfer to the Collateral Agent or in blank, (iivii) in the case of all Pledged Investment Property not in certificated form, the execution of a Control Agreement Agreements with respect to such investment property, property and (iiiviii) in the case of all other instruments and tangible chattel paper that are not Pledged Certificated Stock, Pledged Debt Instruments or Pledged Investment Property, the delivery thereof to the Collateral Agent of such instruments and tangible chattel paper. Such security interest shall be prior to all other Liens on the Collateral except for Permitted Liens having priority over Agent’s Lien by operation of law or as expressly permitted pursuant to the terms of the Loan Agreement. Except as set forth in this Section 4.2, all actions by each Grantor necessary or desirable to protect and perfect the Lien granted hereunder on the Collateral have been duly taken.

Perfection and Priority. The security interest granted pursuant to this Agreement constitutes a valid and continuing first-priority perfected security interest in favor of the Collateral Administrative Agent for the benefit of the Secured Parties in all Collateral subjectsubject to Liens permitted by Section 7.01 of the Credit Agreement and, for the following Collateral, to the occurrence of the following: (i) in the case of all Collateral in which a security interest may be perfected by filing a financing statement under the UCC, the completion of the filings specified on Schedule 2 (which, filing of completed and duly authorized financing statements under the UCC in favor of the Administrative Agent in the case of all filings referred to on such schedule, have been duly authorized by jurisdiction where each Grantor and delivered to is organized, describing the Collateral Agent in completed form)and containing any other information required by part 5 of Article 9 of the UCC, (ii) with respect to any deposit account, securities account or any Pledged Investment Property not in certificated form, the execution of a Account Control AgreementAgreements, (iii) in the case of all Copyrights, Trademarks and Patents for which UCC filings are insufficient, all appropriate filings having been made with the Applicable IP Office, (iv) in the case of letter-of-credit rights that are not supporting obligations of Collateral, the execution of a Contractual Obligation an agreement granting control to the Collateral Administrative Agent over such letter-of-credit rights, and (v) in the case of electronic chattel paper, the completion of all steps necessary to grant control to the Collateral Administrative Agent over such electronic chattel paper. Such security interest shall be prior to all other Liens on , (vi) in the Collateral except for Customary Permitted Liens having priority over case of Vehicles, the Collateral Agent’s Lien by operation of law or permitted pursuant to clause (cactions required under subsection 5.1(e), (e) or (j) of the definition of “Customary Permitted Liens” in the Credit Agreement or subsection 8.2(c), 8.2(d), 8.2(e), 8.2(f) or 8.2(h) of the Credit Agreement upon (ivii) in the case of all Pledged Certificated Stock, Pledged Debt Instruments and Pledged Investment Property, the delivery thereof to the Collateral Administrative Agent of such Pledged Certificated Stock, Pledged Debt Instruments and Pledged Investment Property consisting of instruments and certificates, in each case properly endorsed for transfer to the Collateral Administrative Agent or in blank, (ii) in the case of all Pledged Investment Property not in certificated form, the execution of a Control Agreement with respect to such investment property, and (iiiviii) in the case of all other instruments and tangible chattel paper that are not Pledged Certificated Stock, Pledged Debt Instruments or Pledged Investment Property, the delivery thereof to the Collateral Administrative Agent of such instruments and tangible chattel paper. Except as set forth in this Section 4.2, each Grantor represents and warrants that all actions by each such Grantor necessary to protect and perfect the Lien granted hereunder on the Collateral have been duly takentaken by such Grantor.

Perfection and Priority. The security interest interests granted pursuant to this Agreement constitutes a shall constitute valid and continuing perfected security interest interests in favor of the Collateral Agent Agents in the Collateral for which perfection is governed by the benefit of UCC or filing with the Secured Parties in all Collateral subject, for the following Collateral, to the occurrence of the following: United States Copyright Office upon (i) in the case of all Collateral in which a security interest may be perfected by filing a financing statement under the UCC, the timely and proper completion of the filings and other actions specified on Schedule 2 SCHEDULE 3 (FILINGS) (which, in the case of all filings and other documents referred to on such schedule, have been duly authorized by each Grantor and delivered to the Collateral Administrative Agent in completed and duly executed form), (ii) with respect the delivery to any deposit accountthe Applicable Collateral Agent of all Collateral consisting of Instruments and Certificated Securities, in each case properly endorsed for transfer to the execution of a Control AgreementAdministrative Agent or in blank, (iii) the execution of Securities Account Control Agreements with respect to Investment Property not in the case of all Copyrights, Trademarks and Patents for which UCC filings are insufficient, all appropriate filings having been made with the Applicable IP Officecertificated form, (iv) in the case of letter-of-credit rights that are not supporting obligations of Collateral, the execution of Deposit Account Control Agreements with respect to all Deposit Accounts of a Contractual Obligation granting control to the Collateral Agent over such letter-of-credit rights, Grantor and (v) in the case of electronic chattel paper, the completion of all steps necessary to grant control to the Collateral Agent over such electronic chattel paper. Such in which a security interest shall may be perfected by filing with the United States Copyright Office, filing of a short-form security agreement in the form attached hereto as ANNEX 5 (FORM OF SHORT FORM INTELLECTUAL PROPERTY SECURITY AGREEMENT) with the United States Copyright Office. Security interests in collateral that is subject to foreign jurisdiction Requirements of Law may require additional actions in accordance with the Requirements of Law of such jurisdictions. The security interest created hereunder in favor of the Administrative Agent for the benefit of the First-Priority Secured Parties be prior to all other Liens on the Collateral except for Customary Permitted Liens having priority over the Collateral Administrative Agent’s 's Lien by operation of law or otherwise as permitted pursuant to clause (c), (e) or (j) under the Credit Agreement. The security interest created hereunder in favor of the definition Tranche C Agent for the benefit of “the Tranche C Secured Parties will be prior to all other Liens on the Collateral except for (x) the Liens in favor of the Administrative Agent for the benefit of the First-Priority Secured Parties and (y) the Customary Permitted Liens” in the Credit Agreement or subsection 8.2(c), 8.2(d), 8.2(e), 8.2(f) or 8.2(h) of the Credit Agreement upon (i) in the case of all Pledged Certificated Stock, Pledged Debt Instruments and Pledged Investment Property, the delivery thereof to the Collateral Agent of such Pledged Certificated Stock, Pledged Debt Instruments and Pledged Investment Property consisting of instruments and certificates, in each case properly endorsed for transfer to the Collateral Agent extent that a security interest therein can be perfected by filing or in blank, (ii) in the case of all Pledged Investment Property not in certificated form, the execution of a Control Agreement with respect to such investment property, and (iii) in the case of all other instruments and tangible chattel paper that are not Pledged Certificated Stock, Pledged Debt Instruments or Pledged Investment Property, the delivery to the Collateral Agent of such instruments and tangible chattel paper. Except as set forth in this Section 4.2, all actions by each Grantor necessary to perfect the Lien granted hereunder on the Collateral have been duly takenpossession.

Perfection and Priority. The security interest granted pursuant to this Agreement constitutes a valid and continuing perfected security interest in favor of Agent in all Collateral, prior to all other Liens on the Collateral Agent except for the benefit Permitted Liens arising by operation of law or permitted pursuant to Sections 5.01(d), 5.01(e), 5.01(h), 5.01(i) or 5.01(k) of the Secured Parties in all Collateral subject, for the following Collateral, to the occurrence of the followingCredit Agreement upon: (ia) in the case of all Collateral in which a security interest may be perfected by filing a financing statement under the UCC, the completion of the filings and other actions specified on Schedule 2 (which, in the case of all filings and other documents referred to on such schedule, have been duly authorized by each Grantor and delivered to the Collateral Agent in completed and duly authorized form), (iib) with respect to any deposit accountDeposit Account, the execution of a Control AgreementAgreements, (iiic) in the case of all Copyrights, Trademarks and Patents for which UCC filings are insufficient, all appropriate filings having been made with the Applicable IP Office[reserved], (ivd) in the case of letter-of-credit rights that are not supporting obligations Supporting Obligations of Collateral, the execution of a Contractual Obligation granting control to the Collateral Agent over such letter-of-credit rights, and (ve) in the case of electronic chattel paperElectronic Chattel Paper, the completion of all steps necessary to grant control to the Collateral Agent over such electronic chattel paper. Such security interest shall be prior to all other Liens on the Collateral except for Customary Permitted Liens having priority over the Collateral Agent’s Lien by operation of law or permitted pursuant to clause (c)Electronic Chattel Paper, (ef) or [reserved], (j) of the definition of “Customary Permitted Liens” in the Credit Agreement or subsection 8.2(c), 8.2(d), 8.2(e), 8.2(f) or 8.2(h) of the Credit Agreement upon (ig) in the case of all Pledged Certificated Stock, Pledged Debt Instruments and Pledged Investment Property, the delivery thereof to the Collateral Agent of such Pledged Certificated Stock, Pledged Debt Instruments and Pledged Investment Property consisting of instruments Instruments and certificates, in each case properly endorsed for transfer to the Collateral Agent or in blank, (iih) in the case of all Pledged Investment Property not in certificated form, the execution of a Control Agreement Agreements with respect to such investment property, Investment Property and (iiii) in the case of all other instruments Instruments and tangible chattel paper Tangible Chattel Paper that are not Pledged Certificated Stock, Pledged Debt Instruments or Pledged Investment Property, the delivery thereof to the Collateral Agent of such instruments Instruments and tangible chattel paperTangible Chattel Paper. Except as set forth in this Section 4.2Section, all actions by each Grantor necessary or desirable to protect and perfect the Lien granted hereunder on the Collateral have been duly takentaken other than actions (a) required to perfect Agent’s security interest in (i) all Vehicles and other assets subject to certificates of title, (ii) letter-of-credit rights less than $200,000, and (iii) Commercial Tort Claims less than $200,000, and (b) which the Agent and such Grantor reasonably agree that the cost of obtaining such a security interest or perfection in such Liens are excessive in relation to the benefit of the Lenders of the security to be afforded thereby.

Perfection and Priority. The Except for Indebtedness owed to Columbia Bank, the security interest initially granted pursuant to this Agreement constitutes a valid and continuing continuing, first priority, perfected security interest in favor of the Collateral Agent Purchaser Agent, as agent for the benefit of the Secured Parties Parties, in all Collateral subject, for the following Collateral, to the occurrence of the following: (i) in the case of all Collateral in which a security interest may be perfected by filing a financing statement under the UCC, the completion of such filings set forth on the filings specified on Schedule 2 Disclosure Certificate (which, in the case of all filings referred to on such schedule, which have been duly authorized by each Grantor and delivered to the Collateral Purchaser Agent in completed and duly authorized form), (ii) with respect to any deposit account, the execution of a Control AgreementAgreements, (iii) in the case of all Copyrights, Trademarks Trademarks, Patents and Patents other Intellectual Property for which UCC filings are insufficient, all appropriate filings having been made with the Applicable IP United States Copyright Office or the United States Patent and Trademark Office, as applicable, (iv) in the case of letter-of-credit rights that are not supporting obligations of Collateral, the execution of a Contractual Obligation an agreement granting control to the Collateral Purchaser Agent over such letter-of-credit rights, and (v) in the case of electronic chattel paper, the completion of all steps necessary to grant control to the Collateral Purchaser Agent over such electronic chattel paper. Such paper and (vi) in the case of EXECUTION COPY Vehicles, the actions required under Section 4.1(e), such security interest shall be prior to all other Liens on the Collateral except for Customary Permitted Liens having priority over the Collateral Agent’s Lien as permitted by operation of law or permitted pursuant to clause (c), (e) or (j) of the definition of “Customary Permitted Liens” in the Credit Agreement or subsection 8.2(c), 8.2(d), 8.2(e), 8.2(f) or 8.2(h) of the Credit Agreement any Transaction Document upon (i) in the case of all Pledged Certificated StockInvestment Property having instruments or certificates, Pledged Debt Instruments Certificated Stock and Pledged Investment PropertyDebt Instruments, the delivery thereof to the Collateral Purchaser Agent of such Pledged Certificated Stock, Pledged Debt Instruments and Pledged Investment Property consisting of instruments and certificatesProperty, in each case properly endorsed for transfer to the Collateral Purchaser Agent or in blank, (ii) in the case of all Pledged Investment Property not in certificated formhaving instruments or certificates and Pledged Uncertificated Stock, the execution of a Control Agreement Agreements with respect to such investment property, property and (iii) in the case of all other instruments and tangible chattel paper that are not Pledged Certificated Stock, Pledged Debt Instruments Collateral or Pledged Investment Property, the delivery thereof to the Collateral Purchaser Agent of such instruments and tangible chattel paper. Except as set forth in this Section 4.23.2, all actions by each Grantor necessary or desirable to protect and perfect the Lien granted hereunder on the Collateral have been duly taken.

Perfection and Priority. The security interest granted pursuant to this Agreement constitutes a valid and continuing perfected security interest in favor favour of the Collateral Agent for the benefit of the Secured Parties in all Collateral subject, for the following Collateral, to the occurrence of the following: (ia) in the case of all Collateral in which a security interest may be perfected by filing a financing statement under the UCCPPSA, the completion of the filings and other actions specified on Schedule 2 1 to this Agreement (which, in the case of all filings and other documents referred to on such schedule, have been duly authorized by each Grantor and delivered to the Collateral Agent in completed and duly authorized form), (iib) with respect to any deposit accountsecurities account or futures account other than Excluded Accounts, the filing of a financing statement under the PPSA or the execution of a Control Agreement, Agreements in the case of securities and futures accounts to which the PPSA applies and (iiic) in the case of all Copyrights, Trademarks Trademarks, Designs and Patents for which UCC filings are insufficientPatents, all appropriate filings having been made with the Applicable IP Office, (iv) in the case of letter-of-credit rights that are not supporting obligations of Collateral, the execution of a Contractual Obligation granting control to the Collateral Agent over such letter-of-credit rights, and (v) in the case of electronic chattel paper, the completion of all steps necessary to grant control to the Collateral Agent over such electronic chattel paper. Such security interest shall be prior to all other Liens on the Collateral except for Customary Permitted Liens having priority over the Collateral Agent’s 's Lien by operation of law or permitted pursuant to clause (cSection 5.1(e), (e5.1(g), 5.1(h), 5.1(i) or (j) of the definition of “Customary Permitted Liens” in the Credit Agreement or subsection 8.2(c), 8.2(d), 8.2(e), 8.2(f) or 8.2(h5.1(k) of the Credit Agreement upon (i) in the case of all Pledged Certificated StockShares, Pledged Debt Instruments and Pledged Investment Property, the delivery thereof to the Collateral Agent of such Pledged Certificated StockShares, Pledged Debt Instruments and Pledged Investment Property consisting of instruments and certificates, in each case properly endorsed for transfer to the Collateral Agent or in blank, (ii) in the case of all Pledged Investment Property not in certificated formform to which the PPSA applies, the execution of a Control Agreement with respect to such investment propertyAgreements, and (iii) in the case of all other instruments and tangible chattel paper that are not Pledged Certificated StockShares, Pledged Debt Instruments or Pledged Investment Property, the delivery to the Collateral Agent of such instruments and tangible chattel paper, and (iv) with respect to motor vehicles (in the case of Ontario) and serial numbered goods (in the case of provinces and territories where serial numbered goods are applicable), the filing of a financing statement containing the information required under Section 5.1(e). Except as set forth in this Section 4.2, all actions by each Grantor necessary or desirable to protect and perfect the Lien granted hereunder on the Collateral have been duly taken.

Perfection and Priority. The security interest granted pursuant to this Agreement constitutes a valid and continuing perfected security interest in favor of the Collateral Agent for the benefit of the Secured Parties in all Collateral subject, under applicable United States law and such security interest shall be perfected for the following Collateral, Collateral and subject to the occurrence of the following: (ia) in the case of all Collateral in which a security interest may be perfected by filing a financing statement under the UCC, the completion of the filings at the offices specified on Schedule 2 and (which, in the case of all filings referred to on such schedule, have been duly authorized by each Grantor and delivered to the Collateral Agent in completed form), (ii) with respect to any deposit account, the execution of a Control Agreement, (iiib) in the case of all United States Copyrights, Trademarks and Patents included in the Collateral for which UCC filings are insufficient, all appropriate filings having been timely made with the Applicable IP Office (provided, however, that additional filings may be required with the Applicable IP Office, (iv) to perfect the Collateral Agent’s security interest in any Copyrights, Trademarks and Patents included in the case of letter-of-credit rights that are not supporting obligations of Collateral, Collateral acquired after the execution of a Contractual Obligation granting control to the Collateral Agent over such letter-of-credit rights, and (v) in the case of electronic chattel paper, the completion of all steps necessary to grant control to the Collateral Agent over such electronic chattel paperdate hereof). Such security interest shall be prior to all other Liens on the Collateral except for Customary Permitted Liens having priority over the Collateral Agent’s Lien by operation of law or expressly permitted pursuant to clause (c), (e) or (j) of the definition of “Customary Permitted Liens” in the Credit Agreement or subsection 8.2(c), 8.2(d), 8.2(e), 8.2(f) or 8.2(h) Section 7.02 of the Credit Agreement upon (i) in the case of all Pledged Certificated StockEquity Interests, Pledged Debt Instruments and Pledged Investment Property, the delivery thereof to the Collateral Agent of such Pledged Certificated StockEquity Interests, Pledged Debt Instruments and Pledged Investment Property (other than, in each case, checks received in the ordinary course of business) consisting of instruments and certificates, in each case properly endorsed for transfer to the Collateral Agent or in blank, blank and (ii) in the case of all Pledged Investment Property (other than checks received in the ordinary course of business) not in certificated form, the execution of a Control Agreement control agreements with respect to such investment property. Section 3.3 Jurisdiction of Organization; Chief Executive Office. Such Grantor’s jurisdiction of organization or registration, legal name and organizational or registration identification number, if any, and (iii) in the case of all other instruments and tangible chattel paper that are not Pledged Certificated Stock, Pledged Debt Instruments or Pledged Investment Property, the delivery to the Collateral Agent location of such instruments and tangible chattel paperGrantor’s chief executive office or sole place of business, in each case as of the date hereof, is specified on Schedule 3. Except as set forth in this Section 4.2on Schedule 3, as of the date hereof, such Grantor has not acquired the controlling Equity Interests of another Person or substantially all actions by each Grantor necessary to perfect of the Lien granted hereunder on assets of another Person within the Collateral have been duly taken.past five (5) years. 6

Perfection and Priority. The security interest granted pursuant to this Agreement constitutes a valid and continuing perfected security interest in favor of the Collateral Agent for the benefit of the Secured Parties in all Collateral subject, for the following Collateral, to the occurrence of the following: (i) in the case of all Collateral in which a security interest may be perfected by filing a financing statement under the UCC, the completion of the filings and other actions specified on Schedule 2 (which, in the case of all filings and other documents referred to on such schedule, have been duly authorized by each Grantor and delivered to the Collateral Agent in completed and duly authorized form), (ii) with respect to any deposit account, the execution of a Control AgreementAgreements, (iii) in the case of all Copyrights, Trademarks and Patents for which UCC filings are insufficientinsufficient to perfect a security interest, all appropriate filings having been made with the Applicable IP United States Copyright Office or the United States Patent and Trademark Office, as applicable, (iv) in the case of letter-of-credit rights that are not supporting obligations of Collateral, the execution of a Contractual Obligation granting control to the Collateral Agent over such letter-of-credit rights, and (v) in the case of electronic chattel paper, the completion of all steps necessary to grant control to the Collateral Agent over such electronic chattel paper. Such security interest shall be prior to all other Liens on the Collateral except for Customary Permitted Liens having priority over the Collateral Agent’s Lien by operation of law or permitted pursuant to clause (c), (e) or (j) of the definition of “Customary Permitted Liens” in the Credit Agreement or subsection 8.2(c), 8.2(d), 8.2(e), 8.2(f) or 8.2(h) of the Credit Agreement upon (ivi) in the case of all Pledged Certificated Stock, Pledged Debt Instruments and Pledged Investment Property, the delivery thereof to the Collateral Agent of such Pledged Certificated Stock, Pledged Debt Instruments and Pledged Investment Property consisting of instruments and certificates, in each case properly endorsed for transfer to the Collateral Agent or in blank, (iivii) in the case of all Pledged Investment Property not in certificated form, the execution of a Control Agreement Agreements with respect to such investment property, property and (iiiviii) in the case of all other instruments and tangible chattel paper that are not Pledged Certificated Stock, Pledged Debt Instruments or Pledged Investment Property, the delivery thereof to the Collateral Agent of such instruments and tangible chattel paper. Such security interest shall be prior to all other Liens on the Collateral except for Permitted Liens having priority over Agent’s Lien by operation of law or as expressly permitted pursuant to the terms of the Credit Agreement. Except as set forth in this Section 4.2, all actions by each Grantor necessary or desirable to protect and perfect the Lien granted hereunder on the Collateral have been duly taken.

Perfection and Priority. The (a) Except with respect to Liens on Specified Assets, the security interest granted pursuant to this Agreement constitutes will constitute a valid and continuing valid, perfected security interest in favor of the Administrative Agent in the Collateral Agent for which perfection is governed by the benefit of UCC or filings and recordings with the Secured Parties in all Collateral subject, for United States Copyright Office or the following Collateral, to the occurrence of the following: United States Patent and Trademark Office upon (i) in the case of all Collateral in which a security interest may be perfected by filing a financing statement under the UCC, the completion of the filings and other actions specified on Schedule 2 3 (Filings) (which, in the case of all filings and other documents referred to on such scheduleschedule and applicable on the date hereof, have been duly authorized by each Grantor and delivered to the Collateral Administrative Agent in completed and duly executed form), (ii) with respect to any deposit accountthe delivery to, and continuing possession by, the execution Administrative Agent of a Control Agreementall Collateral consisting of Instruments and Certificated Securities, in each case properly endorsed for transfer to the Administrative Agent or in blank, (iii) the execution of Securities Account Control Agreements with respect to Investment Property not in certificated form, (iv) the case execution of Deposit Account Control Agreements with respect to all CopyrightsDeposit Accounts (other than any Cash Collateral Account), Trademarks and Patents for which UCC filings are insufficient, (v) all appropriate filings having been made with and accepted by the Applicable IP Office, United States Copyright Office or the United States Patent and Trademark Office (ivvi) in the case of letterwith respect to any Letter-of-Credit Rights, the consent to the assignment of proceeds of the relevant letter of credit rights by the issuer or any nominated person in respect thereof, except to the extent that are not such Letter of Credit Right is a supporting obligations of obligation (as defined in the UCC) for any Collateral, (vii) with respect to Electronic Chattel Paper a security interest PLEDGE AND SECURITY AGREEMENT JOHNSONDIVERSEY, INC. in which is perfected by control, the execution obtaining and maintenance of such control (as described in the UCC) by the Administrative Agent, (viii) with respect to Commercial Tort Claims (other than such Commercial Tort Claims listed on Schedule 6 on the date of this Agreement), the taking of the actions required by Section 4.10 herein, and (ix) with respect to any Cash Collateral Account, to the extent that it is a Contractual Obligation granting control to Securities Account, the Collateral Agent over such letter-of-credit rights, and (v) in becoming the case of electronic chattel paper, the completion of all steps necessary to grant control to the Collateral Agent over such electronic chattel paperEntitlement Holder with respect thereto. Such security interest shall be prior to all other Liens on the such Collateral except for Customary Permitted Liens having priority over the Collateral Administrative Agent’s Lien by operation of law or Liens otherwise permitted pursuant to clause (c), (e) or (j) of the definition of “Customary Permitted Liens” in under the Credit Agreement or subsection 8.2(c), 8.2(d), 8.2(e), 8.2(f) or 8.2(h) of the Credit Agreement upon (i) in the case of all Pledged Certificated Stock, Pledged Debt Instruments and Pledged Investment Property, the delivery thereof to the Collateral Agent of such Pledged Certificated Stock, Pledged Debt Instruments and Pledged Investment Property consisting of instruments and certificates, in each case properly endorsed for transfer to the Collateral Agent or in blank, (ii) in the case of all Pledged Investment Property not in certificated form, the execution of a Control Agreement with respect to such investment property, and (iii) in the case of all other instruments and tangible chattel paper that are not Pledged Certificated Stock, Pledged Debt Instruments or Pledged Investment Property, the delivery to the Collateral Agent of such instruments and tangible chattel paper. Except as set forth in this Section 4.2, all actions by each Grantor necessary to perfect the Lien granted hereunder on the Collateral have been duly takenAgreement.

Perfection and Priority. The security Financing Statements having been filed in the office of the California Secretary of State, the interest granted pursuant to this Agreement of the Lenders in the Receivables and Proceeds constitutes a valid and continuing fully perfected security interest in favor Receivables in existence as of the Collateral Agent for the benefit date of the Secured Parties in all Collateral subject, for the following Collateral, to the occurrence execution and delivery of the following: Loan Agreement, Receivables which come into existence after the The Chase Manhattan Bank Park Avenue Receivables Corporation Sheffield Receivables Corporation , 2000 date hereof (ithe “After-Arising Receivables”), as of and after the time those After-Arising Receivables come into existence, and Proceeds of any of the foregoing. Subject to (A) liens permitted by the Loan Agreement, and (B) the Borrower’s right to receive payments as provided in the case of all Collateral Loan Agreement, and the matters discussed elsewhere in which this letter, such interest is a first priority, perfected interest, enforceable as a security interest may be against, and is prior to, all creditors of and purchasers from the Borrower, and the Lenders will have the rights of a secured creditor properly perfected by filing under state law in a financing statement under bankruptcy or insolvency proceeding with respect to the UCCBorrower, the completion of the filings specified on Schedule 2 (whichexcept, in the case of all filings referred to on such schedule, have been duly authorized by each Grantor and delivered to the Collateral Agent in completed form)case, (iii) with respect to any deposit accountReceivables or Proceeds evidenced by instruments (as defined in Section 9105(1)(i) of the Code), or money, which are not in the execution possession of a Control Agreementthe Lenders; and (ii) as priority may be subject to (A) liens under Section 4210 of the Code (relating to the security interest of collecting banks), (iiiB) in claims of the case of all Copyrights, Trademarks and Patents for which UCC filings are insufficient, all appropriate filings having been made with United States under the Applicable IP Officefederal priority statute (31 U.S.C. § 3713), (ivC) in the case of letter-of-credit rights that are not supporting obligations of Collateral, the execution of a Contractual Obligation granting control with respect to the Collateral Agent over such letter-of-credit rights, and (v) in the case of electronic Receivables or Proceeds represented by chattel paper, the completion interest of all steps necessary a purchaser of such chattel paper under Section 9308 of the Code, and (D) with respect to grant control Receivables or Proceeds evidenced by instruments, security interests of third parties perfected for 21 days under Section 9304(4) or (5)(b) of the Code. With respect to the Collateral Agent over such electronic clauses (i), (ii)(C) and (ii)(D), we have assumed that no action will be take to cause any Receivable to be evidenced by an instrument or chattel paper. Such We further note that unless the Obligor in respect of a Receivable has received notice of the Borrower’s grant of a security interest shall in such Receivable to Lenders, bona fide payments made by such Obligor to the Borrower, or to a subsequent assignee of such Receivable as to which the Obligor has received notice of such assignment, will discharge such Obligor’s obligations to the extent of such payment, and such payment will be prior to all other Liens on recoverable only from the Collateral except for Customary Permitted Liens having priority over the Collateral Agent’s Lien by operation of law or permitted pursuant to clause (c)Borrower, (e) or (j) which recovery may be impaired in a subsequent insolvency of the definition of “Customary Permitted Liens” in the Credit Agreement or subsection 8.2(c), 8.2(d), 8.2(e), 8.2(f) or 8.2(h) of the Credit Agreement upon (i) in the case of all Pledged Certificated Stock, Pledged Debt Instruments and Pledged Investment Property, the delivery thereof to the Collateral Agent of such Pledged Certificated Stock, Pledged Debt Instruments and Pledged Investment Property consisting of instruments and certificates, in each case properly endorsed for transfer to the Collateral Agent or in blank, (ii) in the case of all Pledged Investment Property not in certificated form, the execution of a Control Agreement with respect to such investment property, and (iii) in the case of all other instruments and tangible chattel paper that are not Pledged Certificated Stock, Pledged Debt Instruments or Pledged Investment Property, the delivery to the Collateral Agent of such instruments and tangible chattel paper. Except as set forth in this Section 4.2, all actions by each Grantor necessary to perfect the Lien granted hereunder on the Collateral have been duly takenBorrower.

Perfection and Priority. The security interest granted pursuant to this Agreement constitutes a valid and continuing perfected security interest in favor of the Collateral Agent for the benefit of the Secured Parties in all Collateral subject, for the following Collateral, to the occurrence of the following: (ia) in the case of all Collateral in which a security interest may be perfected by filing a financing statement under the UCC, the completion of the filings and other actions specified on Schedule 2 (which, in the case of all filings and other documents referred to on such schedule, have been duly authorized by each Grantor and delivered to the Collateral Agent in completed and duly authorized form), (iib) with respect to any deposit accountBlocked Account, the execution of Blocked Account Agreements and, with respect to deposit, securities, commodity or similar account not constituting a Blocked Account, the execution of Control AgreementAgreements, (iiic) in the case of all Copyrights, Trademarks and Patents for which UCC filings are insufficient, all appropriate filings having been made with the Applicable IP United States Copyright Office or the United States Patent and Trademark Office, as applicable, (ivd) in the case of letter-of-credit rights that are not supporting obligations of Collateral, the execution of a Contractual Obligation granting control to the Collateral Agent over such letter-of-credit rights, rights and (ve) in the case of electronic chattel paper, the completion of all steps necessary to grant control to the Collateral Agent over such electronic chattel paper. Such All security interest interests granted on the Collateral pursuant hereto shall be prior to all other Liens on the Collateral except for Customary Permitted Liens having priority over the Collateral Agent’s Lien by operation of law or permitted pursuant to clause (csubsection 5.1(a), (e) or (j) of the definition of “Customary Permitted Liens” in the Credit Agreement or subsection 8.2(c5.1(e), 8.2(d5.1(g), 8.2(e5.1(h), 8.2(f5.1(i), 5.1(k), 5.1(q) or 8.2(hand 5.1(s) of the Credit Agreement upon (i) in the case of all Pledged Certificated Stock, Pledged Debt Instruments and Pledged Investment Property, the delivery thereof to Agent or its designees, or, subject to the Collateral terms of the Intercreditor Agreement, the ABL Agent or its designees, of such Pledged Certificated Stock, Pledged Debt Instruments and Pledged Investment Property consisting of instruments and certificates, in each case properly endorsed for transfer to the Collateral Agent or in blank, (ii) in the case of all Pledged Investment Property not in certificated form, the execution of a Control Agreement Agreements, or subject to the terms of the Intercreditor Agreement, control agreements in favor the Agent or its designees, with respect to such investment property, property and (iii) in the case of all other instruments and tangible chattel paper that are not Pledged Certificated Stock, Pledged Debt Instruments or Pledged Investment Property, the delivery thereof to Agent or its designees or subject to the Collateral Agent terms of the Intercreditor Agreement, the ABL Agent, of such instruments and tangible chattel paper. Except as set forth in this Section 4.24.2 and subject to any post-closing periods set forth in the Loan Documents for delivery of documentation with respect to Collateral, all actions by each Grantor necessary or desirable to protect and perfect the Lien granted hereunder on the Collateral have been duly taken.

Perfection and Priority. The security interest granted pursuant to this Agreement constitutes a valid and continuing perfected security interest in favor of the Collateral Agent for the benefit of the Secured Parties Party in all Collateral subject, for the following Collateral, to the occurrence of the following: (ia) in the case of all Collateral in which a security interest may be perfected by filing a financing statement under the UCC, the completion of the filings and other actions specified on Schedule 2 (which, in the case of all filings and other documents referred to on such schedule, have been duly authorized by each Grantor and delivered to the Collateral Agent Secured Party in completed and duly authorized form), (iib) with respect to any deposit accountaccount (other than the Excluded Accounts), the execution of a Control Agreementcontrol agreement among the applicable Grantor, the depository institution and the Secured Party pursuant to which the Secured Party is granted control over such deposit account, (iiic) in the case of all Copyrights, Trademarks and Patents for which UCC filings are insufficient, all appropriate filings having been made with the Applicable IP Officereserved, (ivd) in the case of letter-of-credit rights that are not supporting obligations of Collateral, the execution of a Contractual Obligation granting control to the Collateral Agent Secured Party over such letter-of-credit rights, and (ve) in the case of electronic chattel paper, the completion of all steps necessary to grant control to the Collateral Agent Secured Party over such electronic chattel paperpaper and (f) in the case of Vehicles, the actions required under Section 4.1(e). Such security interest shall be prior to all other Liens on the Collateral except for Customary Permitted Liens Encumbrances having priority over the Collateral AgentSecured Party’s Lien by operation of law or unless otherwise permitted pursuant to clause (c), (e) or (j) of the definition of “Customary Permitted Liens” in the Credit Agreement or subsection 8.2(c), 8.2(d), 8.2(e), 8.2(f) or 8.2(h) of the Credit Agreement by any Loan Document upon (ia) in the case of all Pledged Certificated Stock, Pledged Debt Instruments and Pledged Investment Property, the delivery thereof to the Collateral Agent Secured Party of such Pledged Certificated Stock, Pledged Debt Instruments and Pledged Investment Property consisting of instruments and certificates, in each case properly endorsed for transfer to the Collateral Agent Secured Party or in blank, (iib) in the case of all any Pledged Investment Property not in certificated form, the execution of a Control Agreement with respect control agreement among the applicable Grantor, the securities intermediary and the Secured Party pursuant to which the Secured Party is granted control over such investment property, property and (iiic) in the case of all other instruments and tangible chattel paper that are not Pledged Certificated Stock, Pledged Debt Instruments or Pledged Investment Property, the delivery thereof to the Collateral Agent Secured Party of such instruments and tangible chattel paper. Except as set forth in this Section 4.23.2, all actions by each Grantor necessary or desirable to protect and perfect the Lien granted hereunder on the Collateral have been duly taken.

Perfection and Priority. The security interest granted pursuant to this Agreement constitutes a valid and continuing perfected security interest in favor of the Collateral Agent for the benefit of the Secured Parties in all Collateral subject, for the following Collateral, to the occurrence of the following: (i) in the case of all Collateral in which a security interest may be perfected by filing a financing statement under the UCC, the completion of the filings and other actions which as of the Closing Date are specified on Schedule 2 (which, in the case of all filings and other documents referred to on such schedule, have been duly authorized by each Grantor and delivered to the Collateral Agent in completed and duly authorized form), (ii) with respect to any deposit account, the execution of a Control Agreements to the extent required by the Credit Agreement, (iii) in the case of all CopyrightsUnited States registered Copyrights and Copyright applications, United States federal Trademarks registrations and applications, and United States issued Patents and Patent applications for which UCC filings are insufficient, all appropriate filings having been made with the Applicable IP United States Copyright Office or the United States Patent and Trademark Office, as applicable, (iv) in the case of letter-of-credit rights that are not supporting obligations of Collateral, the execution of a Contractual Obligation granting control to the Collateral Agent over such letter-of-credit rights, rights and (v) in the case of electronic chattel paper, the completion of all steps necessary to grant control to the Collateral Agent over such electronic chattel paper. Such security interest shall be prior to all other Liens on the Collateral except for Customary Permitted Liens having priority over the Collateral Agent’s Lien by operation of law or permitted pursuant to clause (c), (e) or (j) of the definition of “Customary Permitted Liens” in the Credit Agreement or subsection 8.2(c), 8.2(d), 8.2(e), 8.2(f) or 8.2(h) of the Credit Agreement upon (i) in the case of all Pledged Certificated Stock, Pledged Debt Instruments and Pledged Investment Property, the delivery thereof to the Collateral Agent of such Pledged Certificated Stock, Pledged Debt Instruments and Pledged Investment Property consisting of instruments and certificates, in each case properly endorsed for transfer to the Collateral Agent or in blank, (ii) in the case of all Pledged Investment Property not in certificated form, the execution of a Control Agreement Agreements with respect to such investment property, property and (iii) in the case of all other instruments and tangible chattel paper that are not Pledged Certificated Stock, Pledged Debt Instruments or Pledged Investment Property, the delivery thereof to the Collateral Agent of such instruments and tangible chattel paper. Except as set forth in this Section 4.23.2, or otherwise permitted in the Credit Agreement or this Agreement, all actions by each Grantor necessary or desirable to protect and perfect the Lien granted hereunder on the Collateral have been duly taken.

Perfection and Priority. The security interest granted pursuant to this Agreement constitutes a legal and valid and continuing perfected security interest in favor of the Collateral Agent for the benefit of the Secured Parties in all Collateral subject, for the following Collateral, subject to the occurrence of the following: (i) in the case of all Collateral in which a security interest may be perfected by filing a financing statement under the UCC, UCC or filings and recordings with the United States Copyright Office or the United States Patent and Trademark Office upon the completion of the filings and other actions specified on Schedule 2 (which, in the case of all filings and other documents referred to on such schedule, have been duly authorized by each Grantor and delivered to the Collateral Agent in completed and duly authorized form), ; (ii) with respect to any deposit account, the execution of a Control Agreement, Agreements; (iii) in the case of all Copyrights, Trademarks and Patents for which UCC filings are insufficient, all appropriate filings having been made with the Applicable IP Office, (iv) in the case of letter-of-credit rights that are not supporting obligations of Collateral, the execution of a Contractual Obligation granting control to the Collateral Agent over such letter-of-credit rights, ; and (viv) in the case of electronic chattel paper, the completion of all steps necessary to grant control to the Collateral Agent over such electronic chattel paper. Such security interest shall be prior to all other Liens on the Collateral except for Customary Permitted Liens having priority over the Collateral Agent’s Lien by operation of law or permitted pursuant to clause (cSection 5.1(a), (e5.1(e), 5.1(g), 5.1(h), 5.1(i) or (j) of the definition of “Customary Permitted Liens” in the Credit Agreement or subsection 8.2(c), 8.2(d), 8.2(e), 8.2(f) or 8.2(h5.1(k) of the Credit Agreement upon (i) in the case of all Pledged Certificated Stock, Pledged Debt Instruments and Pledged Investment Property, the delivery thereof to the Collateral Agent of such Pledged Certificated Stock, Pledged Debt Instruments and Pledged Investment Property consisting of instruments and certificates, in each case properly endorsed for transfer to the Collateral Agent or in blank, (ii) in the case of all Pledged Investment Property not in certificated form, the execution of a Control Agreement Agreements with respect to such investment property, property and (iii) in the case of all other instruments and tangible chattel paper that are not Pledged Certificated Stock, Pledged Debt Instruments or Pledged Investment Property, the delivery thereof to the Collateral Agent of such instruments and tangible chattel paper. Except as set forth All actions required herein or in this Section 4.2, all actions the Credit Agreement have been taken by each Grantor necessary or desirable to protect and perfect the Lien granted hereunder on the Collateral have been duly taken, including (a) establish the Agent’s “control” within the meaning of Section 9-104 of the UCC over all Deposit Accounts other than Excluded Deposit Accounts, (b) establish the Agent’s “control” (within the meaning of Section 9-107 of the UCC) over all letter of credit rights that are not supporting obligations of Collateral and with an aggregate value in excess of $500,000, and (c) establish the Agent’s control (within the meaning of Section 9-105 of the UCC) over all electronic chattel paper with an aggregate value in excess of $500,000.

Perfection and Priority. The security interest initially granted pursuant to this Agreement constitutes a valid and continuing continuing, except for CoreFund first priority, perfected security interest in favor of the Collateral Agent Purchaser Agent, as agent for the benefit of the Secured Parties Parties, in all Collateral subject, for the following Collateral, to the occurrence of the following: (i) in the case of all Collateral in which a security interest may be perfected by filing a financing statement under the UCC, the completion of such filings set forth on the filings specified on Schedule 2 Disclosure Certificate (which, in the case of all filings referred to on such schedule, which have been duly authorized by each Grantor and delivered to the Collateral Purchaser Agent in completed and duly authorized form), (ii) with respect to any deposit account, the execution of a Control AgreementAgreements, (iii) in the case of all Copyrights, Trademarks Trademarks, Patents and Patents other Intellectual Property for which UCC filings are insufficient, all appropriate filings having been made with the Applicable IP United States Copyright Office or the United States Patent and Trademark Office, as applicable, (iv) in the case of letter-of-credit rights that are not supporting obligations of Collateral, the execution of a Contractual Obligation an agreement granting control to the Collateral Purchaser Agent over such letter-of-credit rights, and (v) in the case of electronic chattel paper, the completion of all steps necessary to grant control to the Collateral Purchaser Agent over such electronic chattel paper. Such paper and (vi) in the case of Vehicles, the actions required under Section 4.1(e), such security interest shall be prior to all other Liens on the Collateral except for Customary Permitted Liens having priority over the Collateral Agent’s Lien as permitted by operation of law or permitted pursuant to clause (c), (e) or (j) of the definition of “Customary Permitted Liens” in the Credit Agreement or subsection 8.2(c), 8.2(d), 8.2(e), 8.2(f) or 8.2(h) of the Credit Agreement any Transaction Document upon (i) in the case of all Pledged Certificated StockInvestment Property having instruments or certificates, Pledged Debt Instruments Certificated Stock and Pledged Investment PropertyDebt Instruments, the delivery thereof to the Collateral Purchaser Agent of such Pledged Certificated Stock, Pledged Debt Instruments and Pledged Investment Property consisting of instruments and certificatesProperty, in each case properly endorsed for transfer to the Collateral Purchaser Agent or in blank, (ii) in the case of all Pledged Investment Property not in certificated formhaving instruments or certificates and Pledged Uncertificated Stock, the execution of a Control Agreement Agreements with respect to such investment property, property and (iii) in the case of all other instruments and tangible chattel paper that are not Pledged Certificated Stock, Pledged Debt Instruments Collateral or Pledged Investment Property, the delivery thereof to the Collateral Purchaser Agent of such instruments and tangible chattel paper. Except as set forth in this Section 4.23.2, all actions by each Grantor necessary or desirable to protect and perfect the Lien granted hereunder on the Collateral have been duly taken.

Perfection and Priority. The security interest interests granted pursuant to this Agreement constitutes a shall constitute valid and continuing perfected security interest interests in favor of the Collateral Agent in the Collateral for which perfection is governed by the benefit of UCC (other than Vehicles) or filing with the Secured Parties in all Collateral subject, for the following Collateral, to the occurrence of the following: United States Copyright Office upon (i) in the case of all Collateral in which a security interest may be perfected by filing a financing statement under the UCC, the completion of the filings and other actions specified on Schedule 2 3 (Filings) (which, in the case of all filings and other documents referred to on such schedule, have been duly authorized by each Grantor and delivered to the Collateral Agent in completed and duly executed form), (ii) with respect the delivery to any deposit accountthe Collateral Agent of all Collateral consisting of Instruments and Certificated Securities, in each case, properly endorsed for transfer to the execution of a Control AgreementCollateral Agent or in blank, and all other Collateral which may be perfected under the UCC only by possession, (iii) the execution of Securities Account Control Agreements with respect to Investment Property not in certificated form, (iv) the case execution of Deposit Account Control Agreements with respect to all CopyrightsDeposit Accounts of a Grantor, Trademarks and Patents for which UCC filings are insufficient, (v) all appropriate filings having been made with the Applicable IP United States Copyright Office, (iv) in the case of letter-of-credit rights that are not supporting obligations of Collateral, the execution of a Contractual Obligation granting control to the Collateral Agent over such letter-of-credit rights, and (vvi) with respect to any Letter of Credit Rights, the consent to the assignment of proceeds of the relevant letter of credit by the issuer or any nominated person in respect thereof, except to the extent that such Letter of Credit Right is a supporting obligation (as defined in the case UCC) for any Collateral. With the exception of electronic chattel paper, the completion subordination of all steps necessary to grant control (i) the Second Priority Multi-Currency Collateral Liens to the First Priority Multi-Currency Collateral Agent over Liens and (ii) the Second Priority Term Loan Collateral Liens to the First Priority Term Loan Collateral Liens pursuant to this Agreement and the Intercreditor Agreement, such electronic chattel paper. Such security interest interests shall be prior to all other Liens on the Collateral except for Customary Permitted Liens having priority over the Collateral Agent’s Lien by operation of law or otherwise as permitted pursuant to clause (c), (e) or (j) of the definition of “Customary Permitted Liens” in under the Credit Agreement or subsection 8.2(c), 8.2(d), 8.2(e), 8.2(f) or 8.2(h) of the Credit Agreement upon (i) in the case of all Pledged Certificated Stock, Pledged Debt Instruments and Pledged Investment Property, the delivery thereof to the Collateral Agent of such Pledged Certificated Stock, Pledged Debt Instruments and Pledged Investment Property consisting of instruments and certificates, in each case properly endorsed for transfer to the Collateral Agent or in blank, (ii) in the case of all Pledged Investment Property not in certificated form, the execution of a Control Agreement with respect to such investment property, and (iii) in the case of all other instruments and tangible chattel paper that are not Pledged Certificated Stock, Pledged Debt Instruments or Pledged Investment Property, the delivery to the Collateral Agent of such instruments and tangible chattel paper. Except as set forth in this Section 4.2, all actions by each Grantor necessary to perfect the Lien granted hereunder on the Collateral have been duly takenAgreements.

Perfection and Priority. The security interest granted pursuant to this Agreement constitutes shall constitute a valid and continuing perfected security interest in favor favour of the Collateral Agent for in the benefit Collateral. Subject to the completion of the Secured Parties in all Collateral subjectfilings and other actions specified on Schedule 3 (Filings) (which, for the following Collateral, to the occurrence of the following: (i) in the case of all filings and other documents referred to on such schedule other than filings in jurisdictions where such Grantor does not have or maintain tangible personal property with a net book value of $500,000 or more, as indicated in the Perfection Certificate dated as of the date hereof and executed by, inter alia, the Grantors, have been received by the Collateral Agent in due form for filing), such security interest constitutes a perfected security interest in all Collateral (other than Excluded Perfection Collateral) in which a security interest may be perfected (a) by filing, recording or registering a Financing Statement or Financing Change Statement pursuant to the PPSA or (b) by filing with the Canadian Intellectual Property Office or with the Canadian Industrial Design Office, as applicable. Such security interest shall also constitute a perfected security interest in all Collateral (other than Excluded Perfection Collateral) in which a security interest may be perfected by filing a financing statement under (i) the UCC, the completion of the filings specified on Schedule 2 (which, in the case of all filings referred to on such schedule, have been duly authorized by each Grantor and delivered delivery to the Collateral Agent of Collateral consisting of Instruments and Certificated Securities, in completed form), (ii) with respect to any deposit account, the execution of a Control Agreement, (iii) in the each case of all Copyrights, Trademarks and Patents endorsed by an effective endorsement for which UCC filings are insufficient, all appropriate filings having been made with the Applicable IP Office, (iv) in the case of letter-of-credit rights that are not supporting obligations of Collateral, the execution of a Contractual Obligation granting control transfer to the Collateral Agent over such letter-of-credit rightsor in blank, and (vii) the execution of Securities Account Control Agreements with respect to Investment Property not in certificated form when delivered or executed in accordance with the case of electronic chattel paper, the completion of all steps necessary to grant control to the Collateral Agent over such electronic chattel paperCredit Agreement. Such security interest shall be prior to all other Liens on the Collateral except for Customary Permitted Liens having priority over the Collateral Agent’s Lien by operation of law or and other Liens permitted pursuant to clause (c), (e) or (j) of the definition of “Customary Permitted Liens” in the Credit Agreement or subsection 8.2(c), 8.2(d), 8.2(e), 8.2(f) or 8.2(h) under Section 8.2 of the Credit Agreement upon (i) in the case of all Pledged Certificated Stock, Pledged Debt Instruments and Pledged Investment Property, the delivery thereof to have equal or greater priority than the Collateral Agent of such Pledged Certificated Stock, Pledged Debt Instruments and Pledged Investment Property consisting of instruments and certificates, in each case properly endorsed for transfer to the Collateral Agent or in blank, (ii) in the case of all Pledged Investment Property not in certificated form, the execution of a Control Agreement with respect to such investment property, and (iii) in the case of all other instruments and tangible chattel paper that are not Pledged Certificated Stock, Pledged Debt Instruments or Pledged Investment Property, the delivery to the Collateral Agent of such instruments and tangible chattel paper. Except as set forth in this Section 4.2, all actions by each Grantor necessary to perfect the Lien granted hereunder on the Collateral have been duly takenAgent’s Lien.

Perfection and Priority. The security interest granted pursuant to this Agreement constitutes a valid and continuing perfected security interest in favor of the Collateral Agent for the benefit of the Secured Parties in all Collateral subject, for the following Collateral, to the occurrence of the following: (ia) in the case of all Collateral in which a security interest may be perfected by filing a financing statement under the UCC, the completion of the filings and other actions specified on Schedule 2 (which, in the case of all filings and other documents referred to on such schedule, have been duly authorized by each Grantor and delivered to the Collateral Agent in completed and duly authorized form), (iib) with respect to any deposit accountBlocked Account, the execution of Blocked Account Agreements and, with respect to deposit, securities, commodity or similar account not constituting a Blocked Account, the execution of Control AgreementAgreements, (iiic) in the case of all Copyrights, Trademarks and Patents for which UCC filings are insufficient, all appropriate filings having been made with the Applicable IP United States Copyright Office or the United States Patent and Trademark Office, as applicable, (ivd) in the case of letter-of-credit rights that are not supporting obligations of Collateral, the execution of a Contractual Obligation granting control to the Collateral Agent over such letter-of-credit rights, rights and (ve) in the case of electronic chattel paper, the completion of all steps necessary to grant control to the Collateral Agent over such electronic chattel paper. Such All security interest interests granted on the Collateral pursuant hereto shall be prior to all other Liens on the Collateral except for Customary Permitted Liens having priority over the Collateral Agent’s Lien by operation of law or permitted pursuant to clause (csubsection 5.1(a), (e) or (j) of the definition of “Customary Permitted Liens” in the Credit Agreement or subsection 8.2(c5.1(e), 8.2(d5.1(g), 8.2(e5.1(h), 8.2(f5.1(i), 5.1(k), 5.1(q) or 8.2(hand 5.1(s) of the Credit Agreement upon (i) in the case of all Pledged Certificated Stock, Pledged Debt Instruments and Pledged Investment Property, the delivery thereof to Agent or its designees, or, subject to the Collateral terms of the Intercreditor Agreement, the SCP Agent or its designees, of such Pledged Certificated Stock, Pledged Debt Instruments and Pledged Investment Property consisting of instruments and certificates, in each case properly endorsed for transfer to the Collateral Agent or in blank, (ii) in the case of all Pledged Investment Property not in certificated form, the execution of a Control Agreement Agreements, or subject to the terms of the Intercreditor Agreement, control agreements in favor of the SCP Agent or its designees, with respect to such investment property, property and (iii) in the case of all other instruments and tangible chattel paper that are not Pledged Certificated Stock, Pledged Debt Instruments or Pledged Investment Property, the delivery thereof to Agent or its designees or subject to the Collateral Agent terms of the Intercreditor Agreement, the SCP Agent, of such instruments and tangible chattel paper. Except as set forth in this Section 4.24.2 and subject to any post-closing periods set forth in the Loan Documents for delivery of documentation with respect to Collateral, all actions by each Grantor necessary or desirable to protect and perfect the Lien granted hereunder on the Collateral have been duly taken.

Perfection and Priority. The security interest granted pursuant to this Agreement constitutes a valid and continuing perfected security interest in favor of the Collateral Administrative Agent for the benefit of the Secured Parties in all Collateral subject, for the following Collateral, to the occurrence of the following: (i) in the case of all Collateral in which a security interest may be perfected by filing a financing statement under the UCC, the completion of the filings and other actions specified on Schedule 2 (which, in the case of all filings and other documents referred to on such schedule, have been duly authorized by each Grantor and delivered to the Collateral Administrative Agent in completed and duly authorized form), (ii) with respect to any deposit account, securities account or commodities account, the execution of a Control AgreementAgreements, (iii) in the case of all Copyrights, Trademarks and Patents for which UCC filings are insufficient, all appropriate filings having been made with the Applicable IP Office, (iv) in the case of letter-of-credit rights that are not supporting obligations of Collateral, the execution of a GUARANTY AND SECURITY AGREEMENT WESTWOOD ONE, INC. Contractual Obligation granting control to the Collateral Administrative Agent over such letter-of-credit rights, and (v) in the case of electronic chattel paper, the completion of all steps necessary to grant control to the Collateral Administrative Agent over such electronic chattel paper, (vi) in the case of Vehicles, the actions required under Section 5.1(e), (vii) in the case of real property, the action required by real property law and (viii) such actions as may be required by applicable foreign laws affecting the grant of the security interest in the Pledged Stock of any Subsidiary that is not a domestic Subsidiary. Such security interest shall be prior to all other Liens on the Collateral except for Customary Permitted Liens having priority over the Collateral Administrative Agent’s Lien by operation of law or other Liens permitted pursuant to clause (c), (e) or (j) of the definition of “Customary Permitted Liens” in the Credit Agreement or subsection 8.2(c), 8.2(d), 8.2(e), 8.2(f) or 8.2(h) of the Credit Agreement by any Loan Document upon (i) in the case of all Pledged Certificated Stock, Pledged Debt Instruments and Pledged Investment Property, the delivery thereof to the Collateral Administrative Agent of such Pledged Certificated Stock, Pledged Debt Instruments and Pledged Investment Property consisting of instruments and certificates, in each case properly endorsed for transfer to the Collateral Administrative Agent or in blank, (ii) in the case of all Pledged Investment Property not in certificated form, the execution of a Control Agreement Agreements with respect to such investment property, property and (iii) in the case of all other instruments and tangible chattel paper that are not Pledged Certificated Stock, Pledged Debt Instruments or Pledged Investment Property, the delivery thereof to the Collateral Administrative Agent of such instruments and tangible chattel paper. Except as set forth in this Section 4.24.2 or unless waived in writing by the Administrative Agent, all actions by each Grantor necessary to perfect the Lien granted hereunder on the Collateral have been duly taken.

Perfection and Priority. The security interest granted pursuant to this Agreement constitutes a valid and continuing perfected security interest in favor of the Collateral Administrative Agent for the benefit of the Secured Parties in all Collateral subject, for in the case of the following Collateral, to the occurrence of the following: (i) in the case of all Collateral in which a security interest may be perfected by filing a financing statement under the UCC, the completion of the filings and other actions specified on Schedule 2 (which, in the case of all filings and other documents referred to on such schedule, have been duly authorized by each Grantor and delivered to the Collateral Administrative Agent in completed and duly authorized form), (ii) with respect to any deposit accountDeposit Account, Securities Account or Commodity Account, the execution of a Control AgreementAgreements, (iii) in the case of all Copyrights, Trademarks and Patents for which UCC filings are insufficient, all appropriate filings having been made with the Applicable IP United States Copyright Office or the United States Patent and Trademark Office, as applicable (which, in the case of all filings, have been delivered to the Administrative Agent in completed and duly authorized form), (iv) in the case of letter-of-credit rights that are not supporting obligations of Collateral, the execution of a Contractual Obligation granting control to the Collateral Administrative Agent over such letter-of-credit rights, and (v) in the case of electronic chattel paper, the completion of all steps necessary to grant control to the Collateral Administrative Agent over such electronic chattel paperpaper and (vi) in the case of Excluded Perfection Assets, the completion of the steps necessary to perfect the grant of the security interest made hereunder (including the actions required under Section 5.1(e)). Such security interest shall be prior to all other Liens on the Collateral except for Customary Permitted Prior Liens (except that to the extent any such Permitted Prior Liens encumber Equity Interests, such Permitted Prior Liens shall be nonconsensual) having priority over the Collateral Administrative Agent’s Lien by operation of law Law or unless otherwise permitted pursuant to clause (c), (e) or (j) of the definition of “Customary Permitted Liens” in the Credit Agreement or subsection 8.2(c), 8.2(d), 8.2(e), 8.2(f) or 8.2(h) of the Credit Agreement by any Loan Document upon (i) in the case of all Pledged Certificated StockStock (other than Pledged Certificated Stock of an Unrestricted Subsidiary), Pledged Debt Instruments and Pledged Investment Property, the delivery thereof to the Collateral Administrative Agent of such Pledged Certificated Stock, Pledged Debt Instruments and Pledged Investment Property consisting of instruments and certificates, in each case properly endorsed for transfer to the Collateral Administrative Agent or in blank, (ii) in the case of all Pledged Investment Property not in certificated form, the execution of a Control Agreement Agreements with respect to such investment property, property and (iii) in the case of all other instruments and tangible chattel paper that are not Pledged Certificated Stock, Pledged Debt Instruments or Pledged Investment Property, the delivery thereof to the Collateral Administrative Agent of such instruments and tangible chattel paper. Except as set forth in this Section 4.2, all actions by each Grantor necessary or desirable to protect and perfect the Lien granted hereunder on the Collateral have been duly taken.

Perfection and Priority. The security interest granted pursuant to this Agreement constitutes a valid and continuing perfected (to the extent a security interest in any particular Collateral can be perfected) security interest in favor of the Collateral Agent Agent, for the benefit of the Secured Parties Parties, in all Collateral subject, for the following Collateral, to the occurrence of the following: (i) in the case of all Collateral in which a security interest may be perfected by filing a financing statement under the UCC, the completion of the filings and other actions specified on Schedule 2 (which, in the case of all filings and other documents referred to on such schedule, have been duly authorized by each Grantor and delivered to the Collateral Agent in completed and duly authorized form), (ii) with respect to any deposit account, the execution of a Control AgreementAgreements, (iii) in the case of all Copyrights, Trademarks and Patents for which UCC filings are insufficient, timely completion of all appropriate filings having been made and recorded with the Applicable IP United States Copyright Office or the United States Patent and Trademark Office, as applicable, (iv) in the case of letter-of-credit rights that are not supporting obligations of Collateral, the execution of a Contractual Obligation granting control to the Collateral Agent over such letter-of-credit rights, and (v) in the case of electronic chattel paper, the completion of all steps necessary to grant control to the Collateral Agent over such electronic chattel paper, the actions required under Section 5.1(e); provided, however, in the cases of (i) and (iii), that additional filings may be necessary to perfect the Agent’s security interest in any Lien on any Intellectual property acquired after the date hereof. Such security interest shall be prior to all other Liens on the Collateral except for Customary Permitted Liens having priority over the Collateral Agent’s Lien by operation of law or permitted pursuant to clause (csubsections 5.1(e), (eg), (h), (i) or (j) of the definition of “Customary Permitted Liens” in the Credit Agreement or subsection 8.2(c), 8.2(d), 8.2(e), 8.2(f) or 8.2(hk) of the Credit Agreement upon (i) in the case of all Pledged Certificated Stock, Pledged Debt Instruments and Pledged Investment Property, the delivery thereof to the Collateral Agent of such Pledged Certificated Stock, Pledged Debt Instruments and Pledged Investment Property consisting of instruments and certificates, in each case properly endorsed for transfer to the Collateral Agent or in blank, (ii) in the case of all Pledged Investment Property not in certificated form, the execution of a Control Agreement Agreements with respect to such investment property, property and (iii) in the case of all other instruments and tangible chattel paper that are not Pledged Certificated Stock, Pledged Debt Instruments or Pledged Investment Property, the delivery thereof to the Collateral Agent of such instruments and tangible chattel paper. Except as Subject to the qualifications set forth in this Section 4.2, all actions by each Grantor necessary or desirable to protect and perfect the Lien granted hereunder on the Collateral have been duly taken. Notwithstanding anything to the contrary contained herein, nothing in this Agreement or any other Loan Document shall require any Grantor to make any filings or take any actions to record or perfect the Agent’s Lien on and security interest in any Intellectual Property outside the United States or in any non United States Intellectual Property. Notwithstanding anything to the contrary herein or in any other Loan Document, any reference in this Agreement or in any other Loan Document to (x) “perfected security interests”, “perfected security interest” “perfected Liens”, “perfected Lien”, “perfected first priority security interests”, or “perfected first priority security interest”, or (y) any obligation on behalf of any Grantor to make any filings or take any actions to record or perfect Agent’s Lien on and security interest in any Intellectual Property, shall be deemed, in each case of (x) and (y), to be followed by the phrase “in the United States and only in United States Intellectual Property (to the extent such perfection may be achieved by the filings set forth in Section 4.2, provided that additional filings may be necessary to perfect the Agent’s security interest in any Intellectual Property acquired after the date hereof)”.

Perfection and Priority. The security interest granted pursuant to this Agreement Agreement, to the extend a security interest can be granted by a security agreement governed by New York law, constitutes a valid and continuing perfected security interest in favor of the Collateral Agent for the benefit of the Secured Parties in all Collateral in which perfection can be achieved by the filings and other actions of the type described in Section 4.2, subject, for the following CollateralCollateral (to the extent any such item is Collateral and such steps are required herein), to the occurrence of the following: (ia) in the case of all Collateral in which a security interest may be perfected by filing a financing statement under the UCC, the completion of the filings and other actions specified on Schedule 2 (which, in the case of all filings and other documents referred to on such schedule, have been duly authorized by each Grantor and delivered to the Collateral Agent in completed and duly authorized form), (iib) with respect to any deposit account, the execution of a Control AgreementAgreements, (iiic) in the case of all Copyrights, Trademarks and Patents for which UCC filings are insufficient, all appropriate filings having been made with the Applicable IP United States Copyright Office or the United States Patent and Trademark Office, as applicable; provided, however, that additional filings may be required to perfect such security interest in any Copyrights, Trademarks and Patents acquired after the date hereof; (ivd) in the case of letter-of-credit rights that are not supporting obligations of Collateral, the execution of a Contractual Obligation granting control to the Collateral Agent over such letter-of-credit rights, and (ve) in the case of electronic chattel paper, the completion of all steps necessary to grant control to the Collateral Agent over such electronic chattel paperpaper and (f) in the case of Vehicles, the actions required under subsection 5.1(e). Such security interest shall be prior to all other Liens on the Collateral except for Customary Permitted Liens having priority over the Collateral Agent’s Lien by operation of law or permitted pursuant to clause (c), (e) or (j) of the definition of “Customary Permitted Liens” in the Credit Agreement or subsection 8.2(c), 8.2(d), 8.2(e), 8.2(f) or 8.2(h) of the Credit Agreement upon (i) in the case of all Pledged Certificated Stock, Pledged Debt Instruments and Pledged Investment Property, the delivery thereof to the Collateral Agent of such Pledged Certificated Stock, Pledged Debt Instruments and Pledged Investment Property consisting of instruments and certificates, in each case properly endorsed for transfer to the Collateral Agent or in blank, (ii) in the case of all Pledged Investment Property not in certificated form, the execution of a Control Agreement Agreements with respect to such investment property, property and (iii) in the case of all other instruments and tangible chattel paper that are not Pledged Certificated Stock, Pledged Debt Instruments or Pledged Investment Property, the delivery thereof to the Collateral Agent of such instruments and tangible chattel paper. Except as set forth in this Section 4.2, all actions by each Grantor necessary or desirable to protect and perfect the Lien granted hereunder on the Collateral have been duly taken. Notwithstanding anything to the contrary herein, neither Borrower Agent nor any Grantor shall be required to make any filings outside the United States to perfect the Agent’s Lien on or security interest in any Copyrights, Patents or Trademarks.

Perfection and Priority. The security interest granted pursuant to this Agreement Agreement, to the extent a security interest can be granted by a security agreement governed by Texas law, constitutes a valid and continuing perfected security interest in favor of the Collateral US Agent for the benefit of the Secured Parties in all Collateral subject, for the following Collateral, to the occurrence of the following: (i) in the case of all Collateral in which a security interest may be perfected by filing a financing statement under the UCC, the completion of the filings and other actions specified on Schedule 2 (which, in the case of all filings and other documents referred to on such schedule, have been duly authorized by each Grantor and delivered to the Collateral US Agent in completed and duly authorized form), (ii) with respect to any deposit account, the execution of a Control AgreementAgreements, (iii) in the case of all U.S. registered Copyrights, U.S. registered Trademarks and U.S. issued Patents owned by a Grantor for which UCC filings are insufficient, all appropriate filings having been made with the Applicable IP United States Copyright Office or the United States Patent and Trademark Office, as applicable, (iv) in the case of letter-of-credit rights that are not supporting obligations of Collateral, the execution of a Contractual Obligation granting control to the Collateral US Agent over such letter-of-credit rightsrights to the extent required under Section 5.6, and (v) in the case of electronic chattel paper, the completion of all steps necessary to grant control to the Collateral US Agent over such electronic chattel paperpaper to the extent required under Section 5.6. Such security interest shall be prior to all other Liens on the Collateral except for Customary Permitted Liens having priority over the Collateral US Agent’s Lien by operation of law or permitted pursuant to clause (c), (e) or (j) with the express written agreement of the definition of “Customary Permitted Liens” in the Credit Agreement or subsection 8.2(c), 8.2(d), 8.2(e), 8.2(f) or 8.2(h) of the Credit Agreement US Agent upon (i) in the case of all Pledged Certificated Stock, Pledged Debt Instruments and Pledged Investment Property, the delivery thereof to the Collateral US Agent of such Pledged Certificated Stock, Pledged Debt Instruments and Pledged Investment Property to the extent required under Section 5.3 consisting of instruments and certificates, in each case properly endorsed for transfer to the Collateral US Agent or in blank, (ii) in the case of all Pledged Investment Property not in certificated form, the execution of a Control Agreement Agreements with respect to such investment property, property to the extent required under Section 5.3 and (iii) in the case of all other instruments and tangible chattel paper that are not Pledged Certificated Stock, Pledged Debt Instruments or Pledged Investment Property, the delivery thereof to the Collateral US Agent of such instruments and tangible chattel paper. Except as set forth in this Section 4.2, all actions by each Grantor necessary or desirable to protect and perfect the Lien granted hereunder on the Collateral have been duly taken.

Perfection and Priority. The security interest granted pursuant to this Agreement constitutes a valid and continuing perfected security interest in favor of the Collateral Agent Agent, for the benefit of the Secured Parties Parties, in all Collateral subject, for the following Collateral, to the occurrence of the followingfollowing filings and other actions: (i) in the case of all Collateral in which a security interest may be perfected by filing a financing statement under the UCC, the proper and timely completion of the filings and other actions specified on Schedule 2 (which, in the case of all filings and other documents referred to on such schedule, have been duly authorized by each Grantor and delivered to the Collateral Agent in completed and duly authorized form)) and to the filing of continuation statements as provided under applicable law, (ii) with respect to any deposit account, the execution of a Control AgreementAgreements, (iii) in the case of all Copyrights, Trademarks and Patents Registered Intellectual Property for which UCC filings are insufficient, all appropriate filings having been made with the Applicable IP OfficeOffice (it being understood that additional filings may be required to perfect the Collateral Agent's security interest in any Registered Intellectual Property acquired by such Grantor after the date hereof, subject to the qualifications set forth in Section 5.7(e), (iv) in the case of letter-of-credit rights that are not supporting obligations of Collateral, the execution of a Contractual Obligation granting control to the Collateral Agent over such letter-of-credit rights, and (v) in the case of electronic chattel paper, the completion of all steps necessary to grant control to the Collateral Agent over such electronic chattel paperpaper and (vi) in the case of Vehicles, the actions required under Section 5.1(e). Such security interest shall be prior to all other Liens on the Collateral except for Customary Permitted Liens having priority over the Collateral Agent’s Lien by operation of law or permitted pursuant to clause (c), (e) or (j) of the definition of “Customary Permitted Liens” in the Credit Agreement or subsection 8.2(c), 8.2(d), 8.2(e), 8.2(f) or 8.2(h) of the Credit Agreement upon (i) in the case of all Pledged Certificated Stock, Pledged Debt Instruments and Pledged Investment Property, the delivery thereof to the Collateral Agent of such Pledged Certificated Stock, Pledged Debt Instruments and Pledged Investment Property consisting of instruments and certificates, in each case properly endorsed for transfer to the Collateral Agent or in blank, (ii) in the case of all Pledged Investment Property not in certificated formform held in a securities account, the execution of a Control Agreement Agreements with respect to such investment property, property and (iii) in the case of all other instruments and tangible chattel paper that are not Pledged Certificated Stock, Pledged Debt Instruments or Pledged Investment Property, the delivery thereof to the Collateral Agent of such instruments and tangible chattel paper. Except as set forth in this Section 4.2, all actions by each Grantor necessary or desirable to protect and perfect the Lien granted hereunder on the Collateral have been duly taken.

Perfection and Priority. The security interest granted pursuant to this Agreement constitutes a valid and continuing perfected security interest in favor of the Collateral Administrative Agent for the benefit of the Secured Parties in all Collateral subject, for the following Collateral, to the occurrence of the following: (i) in the case of all Collateral in which a security interest may be perfected by filing a financing statement under the UCC, the completion of the filings and other actions specified on Schedule 2 (which, in the case of all filings and other documents referred to on such schedule, have been duly authorized by each Grantor and delivered to the Collateral Administrative Agent in completed and duly authorized form), (ii) with respect to any deposit account, the execution of a Control AgreementAgreements, (iii) in the case of all Copyrights, Trademarks and Patents for which UCC filings are insufficient, all appropriate filings having been made with the Applicable IP United States Copyright Office or the United States Patent and Trademark Office, as applicable, (iv) in the case of letter-of-credit rights that are not supporting obligations of Collateral, the execution of a Contractual Obligation granting control to the Collateral Administrative Agent over such letter-of-credit rights, and (v) in the case of electronic chattel paper, the completion of all steps necessary to grant control to the Collateral Administrative Agent over such electronic chattel paperpaper and (vi) in the case of Vehicles, the actions required under Section 5.1(e). Such security interest shall be prior to all other Liens on the Collateral except for Customary Permitted Liens having priority over the Collateral Administrative Agent’s Lien by operation of law or unless otherwise permitted pursuant to clause (c), (e) or (j) of the definition of “Customary Permitted Liens” in the Credit Agreement or subsection 8.2(c), 8.2(d), 8.2(e), 8.2(f) or 8.2(h) of the Credit Agreement by any Loan Document upon (i) in the case of all Pledged Certificated Stock, Pledged Debt Instruments and Pledged Investment Property, the delivery thereof to the Collateral Administrative Agent of such Pledged Certificated Stock, Pledged Debt Instruments and Pledged Investment Property consisting of instruments and certificates, in each case properly endorsed for transfer to the Collateral Administrative Agent or in blank, (ii) in the case of all Pledged Investment Property not in certificated form, the execution of a Control Agreement Agreements with respect to such investment property, and (iii) in the case of all other instruments and tangible chattel paper that are not Pledged Certificated Stock, Pledged Debt Instruments or Pledged Investment Property, the delivery thereof to the Collateral Administrative Agent of such instruments and tangible chattel paperpaper and (iv) in the case of Pledged Uncertificated Stock, execution by the applicable issuer thereof, Administrative Agent and Grantors of a Pledge Registration and Control Agreement, in the form attached hereto as Annex 4, with respect to all such Pledged Uncertificated Stock. Except as set forth in this Section 4.2, all actions by each Grantor necessary or desirable to protect and perfect the Lien granted hereunder on the Collateral have been duly taken.

Perfection and Priority. The second priority security interest granted pursuant to this Agreement constitutes a valid and continuing perfected second priority security interest in favor of the Collateral Agent for the benefit of the Secured Parties in all Collateral subject, for the following Collateral, to the occurrence of the following: (i) in the case of all Collateral in which a second priority security interest may be perfected by filing a financing statement under the UCC, the completion of the filings and other actions specified on Schedule 2 (which, in the case of all filings and other documents referred to on such schedule, have been duly authorized by each Grantor and delivered to the Collateral Agent in completed and duly authorized form), (ii) with respect to any deposit account, the execution of a Control AgreementAgreements, (iii) in the case of all Copyrights, Trademarks and Patents for which UCC filings are insufficient, all appropriate filings having been made with the Applicable IP Office, (iv) in the case of letter-of-credit rights that are not supporting obligations of Collateral, the execution of a Contractual Obligation granting control to the Collateral Agent over such letter-of-credit rights, rights and (v) in the case of electronic chattel paper, the completion of all steps necessary to grant control to the Collateral Agent over such electronic chattel paper. Such security interest shall be prior to all other Liens on the Collateral except for (i) Liens created pursuant to any Senior Credit Document and (ii) Customary Permitted Liens having priority over the Collateral Agent’s Lien by operation of law or unless otherwise permitted pursuant to clause (c), (e) or (j) of the definition of “Customary Permitted Liens” in the Credit Agreement or subsection 8.2(c), 8.2(d), 8.2(e), 8.2(f) or 8.2(h) of the Credit Agreement by any Loan Document upon (ix) in the case of all Pledged Certificated Stock, Pledged Debt Instruments and Pledged Investment Property, subject to the terms of the Subordination Agreement, the delivery thereof to the Collateral Agent of such Pledged Certificated Stock, Pledged Debt Instruments and Pledged Investment Property consisting of instruments and certificates, in each case properly endorsed for transfer to the Collateral Agent or in blankblank and as to which the Collateral Agent has no notice of any adverse claim, (iiy) in the case of all Pledged Investment Property not in certificated form, the execution of a Control Agreement Agreements with respect to such investment property, property and (iiiz) in the case of all other instruments and tangible chattel paper that are not Pledged Certificated Stock, Pledged Debt Instruments or Pledged Investment Property, subject to the terms of the Subordination Agreement, the delivery thereof to the Collateral Agent of such instruments and tangible chattel paperpaper and as to which the Collateral Agent has no notice of any adverse claim. Except as set forth in this Section 4.2, all actions by each Grantor necessary or desirable to protect and perfect the Lien granted hereunder on the Collateral have been duly taken. THE PRINCETON REVIEW, INC.

Perfection and Priority. The security interest granted pursuant to this Agreement constitutes a valid and continuing perfected security interest in favor of the Collateral Agent for the benefit of the Secured Parties in all Collateral subject, for the following Collateral, to the occurrence of the following: (ia) in the case of all Collateral in which a security interest may be perfected by filing a financing statement under the UCC, the completion of the filings and other actions specified on Schedule 2 (which, in the case of all filings and other documents referred to on such schedule, have been duly authorized by each Grantor and delivered to the Collateral Agent in completed and duly authorized form), (iib) with respect to any deposit account or securities account, the execution of a Control AgreementAgreements, (iiic) in the case of all Copyrights, Trademarks and Patents for which UCC filings are insufficient, all appropriate filings having been made with the Applicable IP United States Copyright Office or the United States Patent and Trademark Office, as applicable, (ivd) in the case of letter-of-credit rights that are not supporting obligations of Collateral, the execution of a Contractual Obligation granting control to the Collateral Agent over such letter-of-credit rights, and (ve) in the case of electronic chattel paper, the completion of all steps necessary to grant control to the Collateral Agent over such electronic chattel paperpaper and (f) in the case of Vehicles, the actions required under Section 5.1(e). Such security interest shall be prior to all other Liens on the Collateral except for Customary Permitted Liens having priority over the Collateral Agent’s Lien by operation of law or permitted pursuant to clause (csubsections 5.1(e), (eg), (h), (i), (j) or (j) of the definition of “Customary Permitted Liens” in the Credit Agreement or subsection 8.2(c), 8.2(d), 8.2(e), 8.2(f) or 8.2(hk) of the Credit Agreement upon (i) in the case of all Pledged Certificated Stock, Pledged Debt Instruments and Pledged Investment Property, the delivery thereof to the Collateral Agent of such Pledged Certificated Stock, Pledged Debt Instruments and Pledged Investment Property consisting of instruments and certificates, in each case properly endorsed for transfer to the Collateral Agent or in blank, (ii) in the case of all Pledged Investment Property not in certificated form, the execution of a Control Agreement Agreements with respect to such investment property, property and (iii) in the case of all other instruments and tangible chattel paper that are not Pledged Certificated Stock, Pledged Debt Instruments or Pledged Investment Property, the delivery thereof to the Collateral Agent of such instruments and tangible chattel paper. Except as set forth in this Section 4.2, all actions by each Grantor necessary or desirable to protect and perfect the Lien granted hereunder on the Collateral have been duly taken.

Perfection and Priority. The security interest granted pursuant to this Agreement constitutes a valid and continuing perfected security interest in favor of the Collateral Agent Administrative Agent, for the benefit of the Secured Parties Parties, in all Collateral subject, for the following Collateral, to the occurrence of the followingfollowing filings and other actions: (i) in the case of all Collateral in which a security interest may be perfected by filing a financing statement under the UCC, the proper and timely completion of the filings and other actions specified on Schedule 2 (which, in the case of all filings and other documents referred to on such schedule, have been duly authorized by each Grantor and delivered to the Collateral Administrative Agent in completed and duly authorized form)) and to the filing of continuation statements as provided under applicable law, (ii) with respect to any deposit account, the execution of a Control AgreementAgreements, (iii) in the case of all Copyrights, Trademarks and Patents Registered Intellectual Property for which UCC filings are insufficient, all appropriate filings having been made with the Applicable IP OfficeOffice (it being understood that additional filings may be required to perfect the Administrative Agent’s security interest in any Registered Intellectual Property acquired by such Grantor after the date hereof, subject to the qualifications set forth in Section 5.7(e), (iv) in the case of letter-of-credit rights that are not supporting obligations of Collateral, the execution of a Contractual Obligation granting control to the Collateral Administrative Agent over such letter-of-credit rights, and (v) in the case of electronic chattel paper, the completion of all steps necessary to grant control to the Collateral Administrative Agent over such electronic chattel paperpaper and (vi) in the case of Vehicles, the actions required under Section 5.1(e). Such security interest shall be prior to all other Liens on the Collateral except for Customary Permitted Liens having priority over the Collateral Agent’s Lien by operation of law or permitted pursuant to clause (c), (e) or (j) of the definition of “Customary Permitted Liens” in the Credit Agreement or subsection 8.2(c), 8.2(d), 8.2(e), 8.2(f) or 8.2(h) of the Credit Agreement upon (i) in the case of all Pledged Certificated Stock, Pledged Debt Instruments and Pledged Investment Property, the delivery thereof to the Collateral Administrative Agent of such Pledged Certificated Stock, Pledged Debt Instruments and Pledged Investment Property consisting of instruments and certificates, in each case properly endorsed for transfer to the Collateral Administrative Agent or in blank, (ii) in the case of all Pledged Investment Property not in certificated formform held in a securities account, the execution of a Control Agreement Agreements with respect to such investment property, property and (iii) in the case of all other instruments and tangible chattel paper that are not Pledged Certificated Stock, Pledged Debt Instruments or Pledged Investment Property, the delivery thereof to the Collateral Administrative Agent of such instruments and tangible chattel paper. Except as set forth in this Section 4.2, all actions by each Grantor necessary or desirable to protect and perfect the Lien granted hereunder on the Collateral have been duly taken.

Perfection and Priority. The security interest granted pursuant to this Agreement constitutes a valid and continuing perfected security interest in favor of the Collateral Agent Trustee for the benefit of the Secured Parties in all Collateral Collateral, subject, for the following Collateral, to the occurrence of the following: (i) in the case of all Collateral in which a security interest may be perfected by filing a financing statement under the UCC, the completion of the filings and other actions specified on Schedule 2 (which, in the case of all filings and other documents referred to on such schedule, have been duly authorized by each Grantor and delivered to the Collateral Agent Trustee in completed and duly authorized form), (ii) with respect to any deposit account, the execution of a Control AgreementAgreements, (iii) in the case of all Copyrights, Trademarks and Patents for which UCC filings are insufficientinsufficient for perfection, all appropriate filings having been made with the Applicable IP Office, (iv) in the case of letter-of-credit rights that are not supporting obligations of Collateral, the execution of a Contractual Obligation granting control to the Collateral Agent Trustee over such letter-of-credit rights, rights and (v) with respect to any items of Collateral constituting an interest in the case of electronic chattel paperReal Estate, the completion of all steps necessary to grant control to for the Collateral Agent over such electronic chattel papercreation and/or perfection of a security interest therein. Such security interest shall be prior to all other Liens on the Collateral as to which perfection and priority is governed by the UCC except for Customary Permitted Liens having that may have priority over the Collateral AgentTrustee’s Lien by operation of law or permitted pursuant to clause (c), (e) or (j) of the definition of “Customary Permitted Liens” in the Credit Agreement or subsection 8.2(c), 8.2(d), 8.2(e), 8.2(f) or 8.2(h) of the Credit Agreement upon (i) in the case of all Pledged Certificated Stock, Pledged Debt Instruments and Pledged Investment Property, the delivery thereof to the Collateral Agent of such Pledged Certificated Stock, Pledged Debt Instruments and Pledged Investment Property consisting of instruments and certificates, in each case properly endorsed for transfer to the Collateral Agent or in blank, (ii) in the case of all Pledged Investment Property not in certificated form, the execution of a Control Agreement with respect to such investment property, and (iii) in the case of all other instruments and tangible chattel paper that are not Pledged Certificated Stock, Pledged Debt Instruments or Pledged Investment Property, the delivery to the Collateral Agent of such instruments and tangible chattel paper. Except as set forth in this Section 4.2, all actions by each Grantor necessary to perfect the First Lien granted hereunder on the Collateral have been duly takenIndenture.

Perfection and Priority. The security interest granted pursuant to this Agreement constitutes a valid and continuing perfected security interest in favor of the Collateral Administrative Agent for the benefit of the Secured Parties in all Collateral subject, for the following Collateral, to the occurrence of the following: (i) in the case of all Collateral in which a security interest may be perfected by filing a financing statement under the UCC, the completion of the filings and other actions specified on Schedule 2 (which, in the case of all filings and other documents referred to on such schedule, have been duly authorized by each Grantor and delivered to the Collateral Administrative Agent in completed and duly authorized form), (ii) except to extent otherwise provided in Section 7.11 of the Credit Agreement, with respect to any deposit account, the execution of a Control AgreementAgreements, (iii) in the case of all Copyrights, Trademarks and Patents for which UCC filings are insufficient, all appropriate filings having been made with the Applicable IP United States Copyright Office or the United States Patent and Trademark Office, as applicable, (iv) in the case of letter-of-credit rights that are not supporting obligations of Collateral, the execution of a Contractual Obligation granting control to the Collateral Administrative Agent over such letter-of-credit rights, and (v) in the case of electronic chattel paper, the completion of all steps necessary to grant control to the Collateral Administrative Agent over such electronic chattel paperpaper and (vi) in the case of Vehicles, the actions required under Section 5.1(e). Such security interest shall be prior to all other Liens on the Collateral except for Customary Permitted Liens having priority over the Collateral Administrative Agent’s Lien by operation of law or unless otherwise permitted pursuant to clause (c), (e) or (j) of the definition of “Customary Permitted Liens” in the Credit Agreement or subsection 8.2(c), 8.2(d), 8.2(e), 8.2(f) or 8.2(h) of the Credit Agreement by any Loan Document upon (i) in the case of all Pledged Certificated Stock, Pledged Debt Instruments and Pledged Investment Property, the delivery thereof to the Collateral Administrative Agent of such Pledged Certificated Stock, Pledged Debt Instruments and Pledged Investment Property consisting of instruments and certificates, in each case properly endorsed for transfer to the Collateral Administrative Agent or in blank, (ii) in the case of all Pledged Investment Property not in certificated form, the execution of a Control Agreement Agreements with respect to such investment property, property and (iii) in the case of all other instruments and tangible chattel paper that are not Pledged Certificated Stock, Pledged Debt Instruments or Pledged Investment Property, the delivery thereof to the Collateral Administrative Agent of such instruments and tangible chattel paper. Except as set forth in this Section 4.2, all actions by each Grantor necessary or desirable to protect and perfect the Lien granted hereunder on the Collateral have been duly taken. GUARANTY AND SECURITY AGREEMENT PARLUX LTD.

Perfection and Priority. The security interest granted pursuant to this Agreement constitutes a valid and continuing perfected security interest in favor of the Collateral Agent for the benefit of the Secured Parties in all Collateral subject, for the following Collateral, to the occurrence of the following: (ia) in the case of all Collateral in which a security interest may be perfected by filing a financing statement under the UCC, the completion of the filings and other actions specified on Schedule 2 (which, in the case of all filings and other documents referred to on such schedule, have been duly authorized by each Grantor and delivered to the Collateral Agent in completed and duly authorized form), (iib) with respect to any deposit account, the execution of a Control AgreementAgreements, (iiic) in the case of all Copyrights, Trademarks and Patents for which UCC filings are insufficient, all appropriate filings having been made with the Applicable IP United States Copyright Office or the United States Patent and Trademark Office, as applicable, (ivd) in the case of letter-of-credit rights (except for letter-of-credit rights (x) that are not supporting obligations of CollateralCollateral and (y) with a value of less than $500,000), the execution of a Contractual Obligation granting control to the Collateral Agent over such letter-of-credit rights, and (ve) in the case of electronic chattel paper, the completion of all steps necessary to grant control to the Collateral Agent over such electronic chattel paperpaper and (f) in the case of Vehicles, the actions required under Section 5.1(e). Such security interest shall be prior to all other Liens on the Collateral except for Customary Permitted Liens having priority over the Collateral Agent’s Lien by operation of law or permitted pursuant to clause (csubsections 6.1(e), (eg), (h), (i), (m), (n), (p), (u), (v) or (j) of the definition of “Customary Permitted Liens” in the Credit Agreement or subsection 8.2(c), 8.2(d), 8.2(e), 8.2(f) or 8.2(hw) of the Credit Agreement upon (i) in the case of all Pledged Certificated Stock, Pledged Debt Instruments and Pledged Investment Property, the delivery thereof to the Collateral Agent of such Pledged Certificated Stock, Pledged Debt Instruments and Pledged Investment Property consisting of instruments and certificates, in each case properly endorsed for transfer to the Collateral Agent or in blank, (ii) in the case of all Pledged Investment Property not in certificated form, the execution of a Control Agreement Agreements with respect to such investment property, property and (iii) in the case of all other instruments and tangible chattel paper that are not Pledged Certificated Stock, Pledged Debt Instruments or Pledged Investment Property, the delivery thereof to the Collateral Agent of such instruments and tangible chattel paper. Except as set forth in this Section 4.2, all actions by each Grantor necessary or desirable to protect and perfect the Lien granted hereunder on the Collateral have been duly taken or will, on the Funding Date, be taken.

Perfection and Priority. The security interest granted pursuant to this Agreement constitutes shall constitute a valid and continuing perfected security interest in favor of the Administrative Agent in the Collateral Agent for which perfection is governed by the benefit of UCC or filing with the Secured Parties in all Collateral subject, for the following Collateral, to the occurrence of the following: United States Copyright Office upon (i) in the case of all Collateral in which a security interest may be perfected by filing a financing statement under the UCC, the completion of the filings and other actions specified on Schedule 2 3 (Filings) (which, in the case of all filings and other documents referred to on such schedule, have been duly authorized by each Grantor and delivered to the Collateral Administrative Agent in completed and duly executed or authenticated form), (ii) with respect the delivery to any deposit accountthe Administrative Agent of all Collateral consisting of Instruments and Certificated Securities required to be pledged pursuant to the terms of this Agreement, in each case properly endorsed for transfer to the execution of a Control AgreementAdministrative Agent or in blank, (iii) the execution of Securities Account Control Agreements with respect to Investment Property not in certificated form (other than such Investment Property that is maintained in Non-Material Accounts, with respect to each of which Securities Account Control Agreements are not required by the case Loan Documents), (iv) the execution of Deposit Account Control Agreements with respect PLEDGE AND SECURITY AGREEMENT JARDEN CORPORATION to all CopyrightsDeposit Accounts of a Grantor (other than Non-Material Accounts and the Specified Accounts, Trademarks with respect to each of which Deposit Account Control Agreements are not required by the Loan Documents) of a Grantor and Patents for which UCC filings are insufficient, (v) all appropriate filings having been made with the Applicable IP Office, (iv) United States Copyright Office with respect to all registered Copyrights with a value in the case excess of letter-of-credit rights that are not supporting obligations of Collateral, the execution of a Contractual Obligation granting control to the Collateral Agent over such letter-of-credit rights, and (v) in the case of electronic chattel paper, the completion of all steps necessary to grant control to the Collateral Agent over such electronic chattel paper$100,000. Such security interest shall be prior to all other Liens on the Collateral except for Customary Permitted Liens having priority over the Collateral Administrative Agent’s 's Lien by operation of law Law or otherwise as permitted pursuant to clause (c), (e) or (j) of the definition of “Customary Permitted Liens” in under the Credit Agreement or subsection 8.2(c), 8.2(d), 8.2(e), 8.2(f) or 8.2(h) of the Credit Agreement upon (i) in the case of all Pledged Certificated Stock, Pledged Debt Instruments and Pledged Investment Property, the delivery thereof to the Collateral Agent of such Pledged Certificated Stock, Pledged Debt Instruments and Pledged Investment Property consisting of instruments and certificates, in each case properly endorsed for transfer to the Collateral Agent or in blank, (ii) in the case of all Pledged Investment Property not in certificated form, the execution of a Control Agreement with respect to such investment property, and (iii) in the case of all other instruments and tangible chattel paper that are not Pledged Certificated Stock, Pledged Debt Instruments or Pledged Investment Property, the delivery to the Collateral Agent of such instruments and tangible chattel paper. Except as set forth in this Section 4.2, all actions by each Grantor necessary to perfect the Lien granted hereunder on the Collateral have been duly takenAgreement.

Perfection and Priority. The security interest interests granted pursuant to this Agreement constitutes shall constitute a valid and continuing perfected security interest in favor of the Administrative Agent in the Collateral Agent for which perfection is governed by the benefit of UCC or filing with the Secured Parties in all Collateral subject, for the following Collateral, to the occurrence of the following: United States Copyright Office upon (i) in the case of all Collateral in which a security interest may be perfected by filing a financing statement under the UCC, the completion of the filings and other actions specified on Schedule 2 3 (Filings) (which, in the case of all filings and other documents referred to on such schedule, have been duly authorized by each Grantor and delivered to the Collateral Administrative Agent in completed and duly executed form), (ii) with respect the delivery to any deposit accountthe Administrative Agent of all Collateral consisting of Instruments and certificated securities, in each case properly endorsed for transfer to the Administrative Agent or in blank which delivery was made on or about the time of the execution of a Control the Prior Security Agreement, (iii) the execution of Control Account Agreements with respect to Investment Property not in certificated form, (iv) the case execution of Deposit Account Control Agreements with respect to all Copyrights, Trademarks Deposit Accounts (other than the Cash Collateral Accounts) and Patents for which UCC filings are insufficient, (v) all appropriate filings having been made with the Applicable IP United States Copyright Office, (iv) in the case of letter-of-credit rights that are not supporting obligations of Collateral, the execution of a Contractual Obligation granting control to the Collateral Agent over such letter-of-credit rights, and (v) in the case of electronic chattel paper, the completion of all steps necessary to grant control to the Collateral Agent over such electronic chattel paper. Such security interest interests under Section 2.2(a) shall be prior to all other Liens on the Collateral except for Customary Permitted Liens (other than Permitted Liens described in Section 8.4(c) or 8.4(d) of the Credit Agreement) having priority over the Collateral Administrative Agent’s Lien by operation of law or otherwise, as permitted pursuant under the Credit Agreement, and such security interest under Section 2.2(b) shall be prior to clause all other liens on the Collateral except for the Liens under Section 2.2(a) and except for Permitted Liens (c), (eother than Permitted Liens described in Section 8.4(c) or (j) of the definition of “Customary Permitted Liens” in the Credit Agreement or subsection 8.2(c), 8.2(d), 8.2(e), 8.2(f) or 8.2(h8.4(d) of the Credit Agreement upon (iAgreement) in having priority over the case Administrative Agent’s Lien by operation of all Pledged Certificated Stocklaw or otherwise, Pledged Debt Instruments and Pledged Investment Property, as permitted under the delivery thereof to the Collateral Agent of such Pledged Certificated Stock, Pledged Debt Instruments and Pledged Investment Property consisting of instruments and certificates, in each case properly endorsed for transfer to the Collateral Agent or in blank, (ii) in the case of all Pledged Investment Property not in certificated form, the execution of a Control Agreement with respect to such investment property, and (iii) in the case of all other instruments and tangible chattel paper that are not Pledged Certificated Stock, Pledged Debt Instruments or Pledged Investment Property, the delivery to the Collateral Agent of such instruments and tangible chattel paper. Except as set forth in this Section 4.2, all actions by each Grantor necessary to perfect the Lien granted hereunder on the Collateral have been duly takenCredit Agreement.

Perfection and Priority. The security interest granted pursuant to this Agreement constitutes a valid and continuing perfected security interest in favor of Agent in all Collateral, prior to all other Liens on the Collateral Agent except for the benefit Permitted Liens permitted pursuant Section 6.01(d), 6.01(e), 6.01(h), 6.01(i) or 6.01(k) of the Secured Parties in all Collateral subject, for the following Collateral, to the occurrence of the followingCredit Agreement upon: (ia) in the case of all Collateral in which a security interest may be perfected by filing a financing statement under the UCC, the completion of the filings and other actions specified on Schedule 2 (which, in the case of all filings and other documents referred to on such schedule, have been duly authorized by each Grantor and delivered to the Collateral Agent in completed and duly authorized form), (iib) with respect to any deposit accountDeposit Account, the execution of a Control AgreementAgreements, (iiic) in the case of all Copyrights, Trademarks and Patents for which UCC filings are insufficient, all appropriate filings having been made with the Applicable IP United States Copyright Office or the United States Patent and Trademark Office, as applicable, (ivd) in the case of letter-of-credit rights that are not supporting obligations Supporting Obligations of Collateral, the execution of a Contractual Obligation granting control to the Collateral Agent over such letter-of-credit rights, and (ve) in the case of electronic chattel paperElectronic Chattel Paper, the completion of all steps necessary to grant control to the Collateral Agent over such electronic chattel paper. Such security interest shall be prior to all other Liens on the Collateral except for Customary Permitted Liens having priority over the Collateral Agent’s Lien by operation of law or permitted pursuant to clause (c)Electronic Chattel Paper, (ef) or (j) of the definition of “Customary Permitted Liens” in the Credit Agreement or subsection 8.2(c)case of Vehicles, 8.2(d)the actions required under Section 5.1(e) hereof, 8.2(e), 8.2(f) or 8.2(h) of the Credit Agreement upon (ig) in the case of all Pledged Certificated Stock, Pledged Debt Instruments and Pledged Investment Property, the delivery thereof to the Collateral Agent of such Pledged Certificated Stock, Pledged Debt Instruments and Pledged Investment Property consisting of instruments Instruments and certificates, in each case properly endorsed for transfer to the Collateral Agent or in blank, (iih) in the case of all Pledged Investment Property not in certificated form, the execution of a Control Agreement Agreements with respect to such investment property, Investment Property and (iiii) in the case of all other instruments Instruments and tangible chattel paper Tangible Chattel Paper that are not Pledged Certificated Stock, Pledged Debt Instruments or Pledged Investment Property, the delivery thereof to the Collateral Agent of such instruments Instruments and tangible chattel paperTangible Chattel Paper. Except as set forth in this Section 4.2Section, all actions by each Grantor necessary or desirable to protect and perfect the Lien granted hereunder on the Collateral have been duly taken.

Perfection and Priority. The security interest granted pursuant to this Agreement constitutes a valid and continuing perfected security interest in favor of the Collateral Agent for the benefit of the Secured Parties in all Collateral subject, for the following Collateral, to the occurrence of the following: (i) in the case of all Collateral in which a security interest may be perfected by filing a financing statement under the UCC, the completion of the filings and other actions specified on Schedule 2 (which, in the case of all filings and other documents referred to on such scheduleschedule with respect to Collateral existing as of the Effective Date, have been duly authorized by each Grantor and delivered to the Collateral Agent in completed and duly authorized form), (ii) with respect to in the case of any deposit account, the execution of a Control Agreement, (iii) in the case of all Copyrights, Trademarks and Patents for which UCC filings are insufficient, all appropriate filings having been made with the Applicable IP United States Copyright Office or the United States Patent and Trademark Office, as applicable, (iv) in the case of letter-of-credit rights that are not supporting obligations of Collateral, the execution of a Contractual Obligation granting control under the UCC to the Collateral Agent over such letter-of-credit rights, and (v) in the case of electronic chattel paper, the completion of all steps necessary to grant control to the Collateral Agent over such electronic chattel paperpaper under the UCC and (vi) in the case of Vehicles, the actions required under Section 5.1(e). Such security interest shall be prior to all other Liens on the Collateral except for Customary Permitted Liens having priority over the Collateral Agent’s Lien by operation of law or permitted law, Liens granted pursuant to clause the Holdings Security Agreement (c), (eas defined in the Senior Credit Documents) or (j) of the definition of “Customary Permitted Liens” in the unless otherwise permitted by any CHG Lease Facility Document or Senior Credit Agreement Document or subsection 8.2(c), 8.2(d), 8.2(e), 8.2(f) or 8.2(h) of the Credit Agreement upon (i) in the case of all Pledged Certificated Stock, Pledged Debt Instruments and Pledged Investment Property, the delivery thereof to the Collateral Agent of such Pledged Certificated Stock, Pledged Debt Instruments and Pledged Investment Property consisting of instruments and certificates, in each case properly endorsed for transfer to the Collateral Agent or in blank, (ii) in the case of all Pledged Investment Property not in certificated form, the execution of a Control Agreement Agreements with respect to such investment property, property and (iii) in the case of all other instruments and tangible chattel paper that are not Pledged Certificated Stock, Pledged Debt Instruments or Pledged Investment Property, the delivery thereof to the Collateral Agent of such instruments and tangible chattel paper. Except as set forth in this Section 4.2, as of the Effective Date all actions by each Grantor necessary or desirable to protect and perfect the Lien granted hereunder on the Collateral have been duly taken. Upon the taking of the action described in this Section 4.2, such security interest shall be prior to all other Liens on the Collateral except for Customary Permitted Liens having priority over the Collateral Agent’s Lien by operation of law, Liens granted pursuant to the Holdings Security Agreement (as defined in the Senior Credit Documents) or unless otherwise permitted by any Senior Credit Document or CHG Lease Facility Document.

Perfection and Priority. The Other than in respect of money and other Collateral subject to Section 9-311(a)(1) of the Code, the security interest granted pursuant to this Agreement constitutes a valid and continuing first priority perfected security interest (subject, in the case of priority only, to Permitted Liens that are expressly permitted (if at all) by the terms of the Loan Agreement or this Agreement to have superior priority to the Lien and security interest in favor of the Collateral Agent for the benefit Lender) in favor of the Secured Parties Lender in all Collateral Collateral, subject, for the following Collateral, to the occurrence of the following: (ia) in the case of all Collateral in which a security interest may be perfected by filing a financing statement under the UCCCode, the completion of the filings and other actions specified on Schedule 2 of the Security Disclosure Letter (which, in the case of all filings and other documents referred to on such schedule, have been duly authorized by each Grantor and delivered to the Collateral Agent in completed formapplicable Guarantor), ; (iib) with respect to any deposit accountaccount over which a Control Agreement is required pursuant to Section 5.5 of the Loan Agreement, the execution of a Control Agreement, Agreements; (iiic) in the case of all CopyrightsUnited States Trademarks, Trademarks Patents and Patents Copyrights for which UCC Code filings are insufficientinsufficient to effectuate perfection, all appropriate filings having been made with the Applicable IP Office, as applicable; (iv) in the case of letter-of-credit rights that are not supporting obligations of Collateral, the execution of a Contractual Obligation granting control to the Collateral Agent over such letter-of-credit rights, and (v) in the case of electronic chattel paper, the completion of all steps necessary to grant control to the Collateral Agent over such electronic chattel paper. Such security interest shall be prior to all other Liens on the Collateral except for Customary Permitted Liens having priority over the Collateral Agent’s Lien by operation of law or permitted pursuant to clause (c), (e) or (j) of the definition of “Customary Permitted Liens” in the Credit Agreement or subsection 8.2(c), 8.2(d), 8.2(e), 8.2(f) or 8.2(h) of the Credit Agreement upon (id) in the case of all Pledged Certificated Stock, Pledged Debt Instruments and Pledged Investment Property, the delivery thereof to the Collateral Agent Lender of such Pledged Certificated Stock, Pledged Debt Instruments and Pledged Investment Property Stock consisting of instruments and certificates, in each case case, properly endorsed for transfer to the Collateral Agent Lender or in blank, ; (iie) in the case of all Pledged Investment Property not in certificated formUncertificated Stock, the execution delivery to Lender of a Control Agreement with respect to such investment propertyan executed uncertificated stock control agreement among the issuer, the registered owner and Lender in the form attached as Annex 4 hereto; and (iiif) in the case of all other instruments and tangible chattel paper that are not Pledged Certificated Stock, Pledged Debt Instruments or Pledged Investment Propertyif any, the delivery thereof to Lender of such instruments. Such Lien on and security interest in Pledged Stock shall be prior to all other Liens on such Collateral, subject to Permitted Liens having priority over Lender’s Lien by operation of law or as and to the Collateral Agent of such instruments and tangible chattel paperextent expressly permitted (if at all) by any Loan Document. Except as set forth in to the extent expressly not required pursuant to the terms of the Loan Agreement or this Section 4.2Agreement, all actions by each Grantor necessary or desirable to protect and perfect the first priority Lien on and security interest in the Collateral granted hereunder on the Collateral have been duly taken.

Perfection and Priority. The security interest granted pursuant to this Agreement constitutes a valid and continuing perfected security interest in favor of the Collateral Agent for the benefit of the Secured Parties in all Collateral subject, for the following Collateral, to the occurrence of the following: (i) in the case of all Collateral in which a security interest may be perfected by filing a financing statement under the UCC, the completion of the filings and other actions specified on Schedule 2 (which, in the case of all filings and other documents referred to on such schedule, have been duly authorized by each Grantor and delivered to the Collateral Agent in completed and duly authorized form), (ii) with respect to any deposit account, the execution of a Control AgreementAgreements, (iii) in the case of all Copyrights, Trademarks and Patents for which UCC filings are insufficient, all appropriate filings having been made with the Applicable IP United States Copyright Office or the United States Patent and Trademark Office, as applicable, (iv) in the case of letter-of-credit rights that are not supporting obligations of Collateral, the execution of a Contractual Obligation granting control to the Collateral Agent over such letter-of-credit rights, and (v) in the case of electronic chattel paper, the completion of all steps necessary to grant control to the Collateral Agent over such electronic chattel paperpaper and (vi) in the case of Vehicles, the actions required under Section 5.1(e). Such security interest shall be prior to all other Liens on the Collateral except for Customary Permitted Liens having priority over the Collateral Agent’s 's Lien by operation of law or permitted pursuant to clause (csubsections 5.1(e), (eg), (h), (i) or (j) of the definition of “Customary Permitted Liens” in the Credit Agreement or subsection 8.2(c), 8.2(d), 8.2(e), 8.2(f) or 8.2(hk) of the Credit Agreement upon (i) in the case of all Pledged Certificated Stock, Pledged Debt Instruments and Pledged Investment Property, the delivery thereof to the Collateral Agent of such Pledged Certificated Stock, Pledged Debt Instruments and Pledged Investment Property consisting of instruments and certificates, in each case properly endorsed for transfer to the Collateral Agent or in blank, (ii) in the case of all Pledged Investment Property not in certificated form, the execution of a Control Agreement Agreements with respect to such investment property, property and (iii) in the case of all other instruments and tangible chattel paper that are not Pledged Certificated Stock, Pledged Debt Instruments or Pledged Investment Property, the delivery thereof to the Collateral Agent of such instruments and tangible chattel paper. Except as set forth in this Section 4.2, all actions by each Grantor necessary or desirable to protect and perfect the Lien granted hereunder on the Collateral have been duly taken.

Perfection and Priority. The security interest granted pursuant to this Agreement constitutes a valid and continuing perfected security interest in favor of the Collateral Agent for the benefit of the Secured Parties Party in all Collateral subject, for the following Collateral, to the occurrence of the following: (ia) in the case of all Collateral in which a security interest may be perfected by filing a financing statement under the UCC, the completion of the filings and other actions specified on Schedule 2 (which, in the case of all filings and other documents referred to on such schedule, have been duly authorized by each Grantor and delivered to the Collateral Agent Secured Party in completed and duly authorized form), (iib) with respect to any deposit account, the execution of a Control Agreementcontrol agreement among the applicable Grantor, the depository institution and the Secured Party pursuant to which the Secured Party is granted control over such deposit account, (iiic) in the case of all Copyrights, Trademarks and Patents for which UCC filings are insufficient, all appropriate filings having been made with the Applicable IP Office, (ivd) in the case of letter-of-credit rights that are not supporting obligations of Collateral, the execution of a Contractual Obligation granting control to the Collateral Agent Secured Party over such letter-of-credit rights, and (ve) in the case of electronic chattel paper, the completion of all steps necessary to grant control to the Collateral Agent Secured Party over such electronic chattel paperpaper and (f) in the case of Vehicles, the actions required under Section 4.1(e). Such security interest shall be prior to all other Liens on the Collateral except for Customary Permitted Liens Encumbrances having priority over the Collateral AgentSecured Party’s Lien by operation of law or unless otherwise permitted pursuant to clause (c), (e) or (j) of the definition of “Customary Permitted Liens” in the Credit Agreement or subsection 8.2(c), 8.2(d), 8.2(e), 8.2(f) or 8.2(h) of the Credit Agreement by any Loan Document upon (ia) in the case of all Pledged Certificated Stock, Pledged Debt Instruments and Pledged Investment Property, the delivery thereof to the Collateral Agent Secured Party of such Pledged Certificated Stock, Pledged Debt Instruments and Pledged Investment Property consisting of instruments and certificates, in each case properly endorsed for transfer to the Collateral Agent Secured Party or in blank, (iib) in the case of all any Pledged Investment Property not in certificated form, the execution of a Control Agreement with respect control agreement among the applicable Grantor, the securities intermediary and the Secured Party pursuant to which the Secured Party is granted control over such investment property, property and (iiic) in the case of all other instruments and tangible chattel paper that are not Pledged Certificated Stock, Pledged Debt Instruments or Pledged Investment Property, the delivery thereof to the Collateral Agent Secured Party of such instruments and tangible chattel paper. Except as set forth in this Section 4.23.2, all actions by each Grantor necessary or desirable to protect and perfect the Lien granted hereunder on the Collateral have been duly taken.

Perfection and Priority. The security interest granted pursuant to this Agreement constitutes a valid and continuing perfected security interest in favor of the Collateral Administrative Agent for the benefit of the Secured Parties in all Collateral subject, for the following Collateral, to the occurrence of the following: (i) in the case of all Collateral in which a security interest may be perfected by filing a financing statement under the UCC, the completion of the filings and other actions specified on Schedule 2 (which, in the case of all filings and other documents referred to on such schedule, have been duly authorized by each Grantor and delivered to the Collateral Administrative Agent in completed and duly authorized form), (ii) with respect to any deposit account, the execution of a Control AgreementAgreements, (iii) in the case of all Copyrights, Trademarks and Patents for which UCC filings are insufficient, all appropriate filings having been made with the Applicable IP United States Copyright Office or the United States Patent and Trademark Office, as applicable, (iv) in the case of letter-of-credit rights that are not supporting obligations of Collateral, the execution of a Contractual Obligation granting control to the Collateral Administrative Agent over such letter-of-credit rights, and (v) in the case of electronic chattel paper, the completion of all steps necessary to grant control to the Collateral Administrative Agent over such electronic chattel paperpaper and (vi) in the case of Vehicles, the actions required under Section 5.1(e). Such security interest shall be prior to all other Liens on the Collateral except for Customary Permitted Liens having priority over the Collateral Administrative Agent’s 's Lien by operation of law or unless otherwise permitted pursuant to clause (c), (e) or (j) of the definition of “Customary Permitted Liens” in the Credit Agreement or subsection 8.2(c), 8.2(d), 8.2(e), 8.2(f) or 8.2(h) of the Credit Agreement by any Loan Document upon (i) in the case of all Pledged Certificated Stock, Pledged Debt Instruments and Pledged Investment Property, the delivery thereof to the Collateral Administrative Agent of such Pledged Certificated Stock, Pledged Debt Instruments and Pledged Investment Property consisting of instruments and certificates, in each case properly endorsed for transfer to the Collateral Administrative Agent or in blank, (ii) in the case of all Pledged Investment Property not in certificated form, the execution of a Control Agreement Agreements with respect to such investment property, property and (iii) in the case of all other instruments and tangible chattel paper that are not Pledged Certificated Stock, Pledged Debt Instruments or Pledged Investment Property, the delivery thereof to the Collateral Administrative Agent of such instruments and tangible chattel paper. Except as set forth in this Section 4.2, all actions by each Grantor necessary or desirable to protect and perfect the Lien granted hereunder on the Collateral have been duly taken.

Perfection and Priority. The security interest granted pursuant to this Agreement constitutes a valid and continuing perfected security interest in favor of Agent in all Collateral, prior to all other Liens on the Collateral Agent except for the benefit Permitted Liens permitted pursuant Section 6.01(d), 6.01(e), 6.01(h), 6.01(i) or 6.01(k) of the Secured Parties in all Collateral subject, for the following Collateral, to the occurrence of the followingTerm Loan Agreement upon: (ia) in the case of all Collateral in which a security interest may be perfected by filing a financing statement under the UCC, the completion of the filings and other actions specified on Schedule 2 (which, in the case of all filings and other documents referred to on such schedule, have been duly authorized by each Grantor and delivered to the Collateral Agent in completed and duly authorized form), (iib) with respect to any deposit accountDeposit Account, the execution of a Control AgreementAgreements, (iiic) in the case of all Copyrights, Trademarks and Patents for which UCC filings are insufficient, all appropriate filings having been made with the Applicable IP United States Copyright Office or the United States Patent and Trademark Office, as applicable, (ivd) in the case of letter-of-credit rights that are not supporting obligations Supporting Obligations of Collateral, the execution of a Contractual Obligation granting control to the Collateral Agent over such letter-of-credit rights, and (ve) in the case of electronic chattel paperElectronic Chattel Paper, the completion of all steps necessary to grant control to the Collateral Agent over such electronic chattel paper. Such security interest shall be prior to all other Liens on the Collateral except for Customary Permitted Liens having priority over the Collateral Agent’s Lien by operation of law or permitted pursuant to clause (c)Electronic Chattel Paper, (ef) or [reserved], (j) of the definition of “Customary Permitted Liens” in the Credit Agreement or subsection 8.2(c), 8.2(d), 8.2(e), 8.2(f) or 8.2(h) of the Credit Agreement upon (ig) in the case of all Pledged Certificated Stock, Pledged Debt Instruments and Pledged Investment Property, the delivery thereof to the Collateral Agent of such Pledged Certificated Stock, Pledged Debt Instruments and Pledged Investment Property consisting of instruments Instruments and certificates, in each case properly endorsed for transfer to the Collateral Agent or in blank, (iih) in the case of all Pledged Investment Property not in certificated form, the execution of a Control Agreement Agreements with respect to such investment property, Investment Property and (iiii) in the case of all other instruments Instruments and tangible chattel paper Tangible Chattel Paper that are not Pledged Certificated Stock, Pledged Debt Instruments or Pledged Investment Property, the delivery thereof to the Collateral Agent of such instruments Instruments and tangible chattel paperTangible Chattel Paper. Except as set forth in this Section 4.2Section, all actions by each Grantor necessary or desirable to protect and perfect the Lien granted hereunder on the Collateral have been duly taken.

Perfection and Priority. The security interest granted pursuant to this Agreement constitutes a valid and continuing perfected security interest in favor of the Collateral Agent for the benefit of the Secured Parties in all Collateral subject, for the following Collateral, to the extent applicable, to the occurrence of the following: (i) in the case of all Collateral in which a security interest may be perfected by filing a financing statement under the UCC, the completion of the filings and other actions specified on Schedule 2 (which, in the case of all filings and other documents referred to on such schedule, have been duly authorized by each Grantor and filed or delivered to the Collateral Agent in completed and duly authorized form, as applicable), ; (ii) with respect to any deposit account, Deposit Account and any Securities Account the execution of a Control Agreement, control agreements in form and substance satisfactory to the Collateral Agent; (iii) in the case of all Copyrights, Trademarks and Patents for which UCC filings are insufficient, all appropriate filings having been made with the Applicable IP United States Copyright Office or the United States Patent and Trademark Office, as applicable; (iv) in the case of letterLetter-of-credit Credit Rights, including those rights that are not supporting obligations Supporting Obligations of Collateral, the execution of a Contractual Obligation in form and substance satisfactory to the Collateral Agent granting control to the Collateral Agent over such letterLetter-of-credit rights, and Credit Rights; (v) in the case of electronic chattel paperElectronic Chattel Paper, the completion of all steps necessary to grant control to the Collateral Agent over such electronic chattel paper. Such security interest shall be prior to all other Liens on the Collateral except for Customary Permitted Liens having priority over the Collateral Agent’s Lien by operation of law or permitted pursuant to clause Electronic Chattel Paper; (c), (e) or (j) of the definition of “Customary Permitted Liens” in the Credit Agreement or subsection 8.2(c), 8.2(d), 8.2(e), 8.2(f) or 8.2(h) of the Credit Agreement upon (ivi) in the case of all Pledged Certificated Stock, Pledged Debt Instruments and Pledged Investment Property, the delivery thereof to the Collateral Agent of such Pledged Certificated Stock, Pledged Debt Instruments and Pledged Investment Property consisting of instruments and certificates, in each case properly endorsed for transfer to the Collateral Agent or in blank, ; (iivii) in the case of all Pledged Investment Property not in certificated form, the execution of a Control Agreement with respect control agreements, in form and substance satisfactory to such investment property, the Collateral Agent; and (iiiviii) in the case of all other instruments and tangible chattel paper that are not Pledged Certificated Stock, Pledged Debt Instruments or Pledged Investment PropertyTangible Chattel Paper, the delivery thereof to the Collateral Agent of such instruments Tangible Chattel Paper. Upon its execution and tangible chattel paper. Except delivery of this Agreement or upon its execution and delivery of an Accession Agreement pursuant to Section 2.3 (as applicable), all actions, including those set forth in this Section 4.2above, all actions by each Grantor necessary to perfect the Lien granted hereunder on the Collateral have been duly taken. Such security interest is prior to all other Liens on the Collateral except for Permitted Liens having priority over the Collateral Agent’s Lien by operation of law.

Perfection and Priority. The security interest granted pursuant to this Agreement constitutes a valid and continuing perfected security interest in favor of the Collateral Agent for the benefit of the Secured Parties in all Collateral subject, for the following Collateral, to the occurrence of the following: (ia) in the case of all Collateral in which a security interest may be perfected by filing a financing statement under the UCC, the completion of the filings and other actions specified on Schedule 2 to this Agreement (which, in the case of all filings and other documents referred to on such schedule, have been duly authorized by each Grantor and delivered to the Collateral Agent in completed and duly authorized form), (iib) with respect to any deposit accountdeposit, securities, commodity or similar account other than Excluded Accounts, the execution of a Control AgreementAgreements, (iiic) in the case of all Copyrights, Trademarks and Patents for which UCC filings are insufficient, all appropriate filings having been made with the Applicable IP United States Copyright Office or the United States Patent and Trademark Office, as applicable, (ivd) in the case of letter-of-credit rights that are not supporting obligations of Collateral, the execution of a Contractual Obligation granting control to the Collateral Agent over such letter-of-credit rights, and (ve) in the case of electronic chattel paper, the completion of all steps necessary to grant control to the Collateral Agent over such electronic chattel paperpaper and (f) in the case of Vehicles, the actions required under Section 5.1(e). Such security interest shall be prior to all other Liens on the Collateral except for Customary (x) Permitted Liens having priority over the Collateral Agent’s Lien by operation of law or permitted pursuant to clause (cSection 5.1(e), (e5.1(g), 5.1(h), 5.1(i) or (j) of the definition of “Customary Permitted Liens” in the Credit Agreement or subsection 8.2(c), 8.2(d), 8.2(e), 8.2(f) or 8.2(h5.1(k) of the Credit Agreement upon (i) in the case of all Pledged Certificated Stock, Pledged Debt Instruments and Pledged Investment Property, the delivery thereof to Agent (or the Notes Collateral Agent pursuant to the Intercreditor Agreement) of such Pledged Certificated Stock, Pledged Debt Instruments and Pledged Investment Property consisting of instruments and certificates, in each case properly endorsed for transfer to Agent (or the Notes Collateral Agent pursuant to the Intercreditor Agreement) or in blank, (ii) in the case of all Pledged Investment Property not in certificated form, the execution of a Control Agreement Agreements with respect to such investment property, property and (iii) in the case of all other instruments and tangible chattel paper that are not Pledged Certificated Stock, Pledged Debt Instruments or Pledged Investment Property, the delivery to Agent (or the Notes Collateral Agent pursuant to the Intercreditor Agreement) of such instruments and tangible chattel paperpaper and (y) subject to the terms of the Intercreditor Agreement, Liens granted to the Notes Collateral Agent on the Notes Priority Collateral pursuant to the Indenture Documents or to any other agent or trustee pursuant to any Permitted Refinancing in respect of the Notes Obligations. Except as set forth in this Section 4.2, all actions by each Grantor necessary or desirable to protect and perfect the Lien granted hereunder on the Collateral have been duly taken.

Perfection and Priority. The security interest interests granted pursuant to this Agreement constitutes a shall constitute valid and continuing perfected security interest interests in favor of the Collateral Agent in the Collateral for which perfection is governed by the benefit of UCC or filing with the Secured Parties in all Collateral subject, for United States Copyright Office or with the following Collateral, to the occurrence of the following: United States Patent and Trademark Office upon (i) in the case of all Collateral in which a security interest may be perfected by filing a financing statement under the UCC, the completion of the filings and other actions specified on Schedule 2 3 (Filings) (which, in the case of all filings and other documents referred to on such schedule, have been duly authorized by each Grantor and delivered to the Collateral Agent in completed and duly executed form), (ii) the delivery to the Collateral Agent of all Collateral consisting of Instruments and Certificated Securities, in each case properly endorsed for transfer to the Collateral Agent or in blank, (iii) the execution of Control Account Agreements with respect to any deposit accountInvestment Property not in certificated form, (iv) the execution of a Control AgreementBlocked Account Letter with respect to all Deposit Accounts of a Grantor as specified in Section 4.7(a)(i) hereto, (iiiv) in the case of all Copyrights, Trademarks and Patents for which UCC filings are insufficient, all appropriate filings having been made with the Applicable IP Office, United States Copyright Office and (ivvi) in the case receipt by the Collateral Agent of letterthe consent of the issuer or nominated person with respect to each Letter-of-credit rights Credit Right that are is not supporting obligations a Supporting Obligation. With the exception of Collateral, the execution subordination of a Contractual Obligation granting control (i) the Second Priority Revolving Priority Collateral Liens to the First Priority Revolving Priority Collateral Agent over such letter-of-credit rights, Liens and (vii) in the case of electronic chattel paper, the completion of all steps necessary to grant control Second Priority Specified IP Collateral Liens to the First Priority Specified IP Collateral Agent over Liens pursuant to this Agreement and the Intercreditor Agreement, such electronic chattel paper. Such security interest interests shall be prior to all other Liens on the Collateral except for Customary Permitted Liens having priority over the Collateral Agent’s Lien Liens by operation of law or otherwise as permitted pursuant to clause (c), (e) hereunder or (j) of the definition of “Customary Permitted Liens” in under the Credit Agreement or subsection 8.2(c), 8.2(d), 8.2(e), 8.2(f) or 8.2(h) of the Credit Agreement upon (i) in the case of all Pledged Certificated Stock, Pledged Debt Instruments and Pledged Investment Property, the delivery thereof to the Collateral Agent of such Pledged Certificated Stock, Pledged Debt Instruments and Pledged Investment Property consisting of instruments and certificates, in each case properly endorsed for transfer to the Collateral Agent or in blank, (ii) in the case of all Pledged Investment Property not in certificated form, the execution of a Control Agreement with respect to such investment property, and (iii) in the case of all other instruments and tangible chattel paper that are not Pledged Certificated Stock, Pledged Debt Instruments or Pledged Investment Property, the delivery to the Collateral Agent of such instruments and tangible chattel paper. Except as set forth in this Section 4.2, all actions by each Grantor necessary to perfect the Lien granted hereunder on the Collateral have been duly takenAgreement.

Perfection and Priority. The security interest granted pursuant to this Agreement constitutes a valid and continuing perfected security interest in favor of the Collateral Administrative Agent for the benefit of the Secured Parties in all Collateral subject, for the following Collateral, to the occurrence of the following: (i) in the case of all Collateral in which a security interest may be perfected by filing a financing statement under the UCC, the completion of the filings and other actions specified on Schedule 2 (which, in the case of all filings and other documents referred to on such schedule, have been duly authorized by each Grantor and delivered to the Collateral Syndication Agent in completed and duly authorized form), (ii) with respect to any deposit account, securities account or commodities account, the execution of a Control AgreementAgreements, (iii) in the case of all Copyrights, Trademarks and Patents for which UCC filings are insufficient, all appropriate filings having been made with the Applicable IP Office, (iv) in the case of letter-of-credit rights that are not supporting obligations of Collateral, the execution of a Contractual Obligation granting control to the Collateral Administrative Agent over such letter-of-credit rights, and (v) in the case of electronic chattel paper, the completion of all steps necessary to grant control to the Collateral Administrative Agent over such electronic chattel paper, (vi) in the case of Vehicles, the actions required under Section 5.1(e), (vii) in the case of real property, the action required by real property law and (viii) such actions as may be required by applicable foreign laws affecting the grant of the security interest in the Pledged Stock of any Subsidiary SECOND LIEN GUARANTY AND SECURITY AGREEMENT WESTWOOD ONE, INC. that is not a domestic Subsidiary. Such security interest shall be prior to all other Liens on the Collateral (except for Customary Permitted Liens having priority over the Collateral Administrative Agent’s Lien by operation of law or permitted pursuant and, until the First Lien Termination Date, Liens granted to clause (c), (esecure Indebtedness under the First Lien Loan Documents) or (j) of the definition of “Customary Permitted Liens” in the Credit Agreement or subsection 8.2(c), 8.2(d), 8.2(e), 8.2(f) or 8.2(h) of the Credit Agreement upon (i) in the case of all Pledged Certificated Stock, Pledged Debt Instruments and Pledged Investment Property, the delivery thereof to the Collateral First Lien Agent (if prior to the First Lien Termination Date) or the Administrative Agent (if otherwise) of such Pledged Certificated Stock, Pledged Debt Instruments and Pledged Investment Property consisting of instruments and certificates, in each case properly endorsed for transfer to the Collateral Administrative Agent or in blank, (ii) in the case of all Pledged Investment Property not in certificated form, the execution of a Control Agreement Agreements with respect to such investment property, property and (iii) in the case of all other instruments and tangible chattel paper that are not Pledged Certificated Stock, Pledged Debt Instruments or Pledged Investment Property, the delivery thereof to the Collateral First Lien Agent (if prior to the First Lien Termination Date) or the Administrative Agent (if otherwise) of such instruments and tangible chattel paper. Except as set forth in this Section 4.24.2 or unless waived in writing by the Syndication Agent, all actions by each Grantor necessary to perfect the Lien granted hereunder on the Collateral have been duly taken.

Perfection and Priority. (a) The security interest granted pursuant to this Agreement constitutes shall constitute a valid and continuing perfected security interest in favor of the Administrative Agent in the Collateral Agent for which perfection is governed by the benefit of UCC, filing with the Secured Parties in all Collateral subject, for the following Collateral, to the occurrence of the following: United States Copyright Office upon (i) in the case of all Collateral in which a security interest may be perfected by filing a financing statement under the UCC, the completion of the filings and other actions specified on Schedule 2 3 (Filings) (which, in the case of all filings and other documents referred to on such schedule, have been duly authorized by each Grantor and delivered to the Collateral Administrative Agent in completed and duly executed form), (ii) with respect the delivery to any deposit accountthe Administrative Agent of all Collateral consisting of Instruments and certificated securities, in each case properly endorsed for transfer to the execution of a Control AgreementAdministrative Agent or in blank, (iii) the execution of Control Account Agreements with respect to Investment Property not in certificated form, (iv) the case execution of Deposit Account Table of Contents Control Agreements with respect to all CopyrightsDeposit Accounts (other than the Cash Collateral Account), Trademarks and Patents for which UCC filings are insufficient, (v) all appropriate filings having been made with the Applicable IP Office, United States Copyright Office and (ivvi) in the case of letterwith respect to any Letter-of-credit rights that are not supporting obligations of CollateralCredit Rights, the execution consent to the assignment of proceeds of the relevant letter of credit by the issuer or any nominated person in respect thereof, except to the extent that such Letter of Credit Right is a Contractual Obligation granting control supporting obligation (as defined in the UCC) for any Collateral), and (vii) with respect to the Cash Collateral Account, assuming it is a Securities Account, the Collateral Agent over such letter-of-credit rights, and (v) in becoming the case of electronic chattel paper, the completion of all steps necessary to grant control to the Collateral Agent over such electronic chattel paperEntitlement Holder with respect thereto. Such security interest shall be prior to all other Liens on the Collateral except for Customary Permitted Liens having priority over the Collateral Administrative Agent’s Lien by operation of law or otherwise as permitted pursuant to clause (c), (e) or (j) of the definition of “Customary Permitted Liens” in under the Credit Agreement or subsection 8.2(c), 8.2(d), 8.2(e), 8.2(f) or 8.2(h) of the Credit Agreement upon (i) in the case of all Pledged Certificated Stock, Pledged Debt Instruments and Pledged Investment Property, the delivery thereof to the Collateral Agent of such Pledged Certificated Stock, Pledged Debt Instruments and Pledged Investment Property consisting of instruments and certificates, in each case properly endorsed for transfer to the Collateral Agent or in blank, (ii) in the case of all Pledged Investment Property not in certificated form, the execution of a Control Agreement with respect to such investment property, and (iii) in the case of all other instruments and tangible chattel paper that are not Pledged Certificated Stock, Pledged Debt Instruments or Pledged Investment Property, the delivery to the Collateral Agent of such instruments and tangible chattel paper. Except as set forth in this Section 4.2, all actions by each Grantor necessary to perfect the Lien granted hereunder on the Collateral have been duly takenAgreement.

Perfection and Priority. The security interest granted pursuant to this Agreement constitutes a valid and continuing perfected security interest in favor of the Second Lien Collateral Agent for the benefit of the Secured Parties in all Collateral subject, for the following Collateral, to the occurrence of the following: (i) in the case of all Collateral in which a security interest may be perfected by filing a financing statement under the UCC, the completion of the filings and other actions specified on Schedule 2 (which, in the case of all filings and other documents referred to on such schedule, have been duly authorized by each Grantor and delivered to the Second Lien Collateral Agent in completed and duly authorized form), (ii) with respect to any deposit account, the execution of a Control AgreementAgreements, (iii) in the case of all Copyrights, Trademarks and Patents for which UCC filings are insufficient, all appropriate filings having been made with the Applicable IP United States Copyright Office or the United States Patent and Trademark Office, as applicable, (iv) in the case of letter-of-credit rights that are not supporting obligations of Collateral, the execution of a Contractual Obligation granting control to the Second Lien Collateral Agent over such letter-of-credit rights, and (v) in the case of electronic chattel paper, the completion of all steps necessary to grant control to the Second Lien Collateral Agent over such electronic chattel paperpaper and (vi) in the case of Vehicles, the actions required under Section 5.1(e). Such security interest shall be prior to all other Liens on the Collateral except for Customary Permitted Liens having priority over the Second Lien Collateral Agent’s 's Lien by operation of law or law, liens permitted pursuant to clause (c), (e) or (jsubsection 5.1(q) of the definition of “Customary Permitted Liens” in the Credit Agreement or subsection 8.2(cliens permitted pursuant to subsections 5.1(e), 8.2(d(g), 8.2(e(h), 8.2(f(i) or 8.2(h(k) of the Credit Agreement upon (i) in the case of all Pledged Certificated Stock, Pledged Debt Instruments and Pledged Investment Property, the delivery thereof to the Second Lien Collateral Agent of such Pledged Certificated Stock, Pledged Debt Instruments and Pledged Investment Property Properly consisting of instruments and certificates, in each case properly endorsed for transfer to the Second Lien Collateral Agent or in blank, (ii) in the case of all Pledged Investment Property not in certificated form, the execution of a Control Agreement Agreements with respect to such investment property, property and (iii) in the case of all other instruments and tangible chattel paper that are not Pledged Certificated Stock, Pledged Debt Instruments or Pledged Investment Property, the delivery thereof to the Second Lien Collateral Agent of such instruments and tangible chattel paper. Except as set forth in this Section 4.2, all actions by each Grantor necessary or desirable to protect and perfect the Lien granted hereunder on the Collateral have been duly taken.

Perfection and Priority. The security interest granted pursuant to this Agreement constitutes a valid and continuing perfected security interest in favor of the Administrative Agent and Collateral Agent for the benefit of the Secured Parties in all Collateral (other than to the extent filings in foreign intellectual property offices are required to perfect security interests in any foreign Intellectual Property) subject, for the following Collateral, to the occurrence of the following: (i) in the case of all Collateral in which a security interest may be perfected by filing a financing statement under the UCC, the completion of the filings and other actions specified on Schedule 2 (which, in the case of all filings and other documents referred to on such schedule, have been duly authorized by each Grantor and delivered to the Collateral Primary Administrative Agent in completed form), (ii) with respect to any deposit account, the execution and delivery of a Control AgreementAgreements, (iii) in the case of all Copyrights, Trademarks and Patents for which UCC filings are insufficient, all appropriate filings having been made with the Applicable IP United States Copyright Office or the United States Patent and Trademark Office, as applicable, (iv) in the case of letter-of-credit rights that are not supporting obligations of Collateral, the execution of a Contractual Obligation granting control to the Administrative Agent and Collateral Agent over such letter-of-credit rights, and (v) in the case of electronic chattel paper, the completion of all steps necessary to grant control to the Administrative Agent and Collateral Agent over such electronic chattel paperpaper and (vi) in the case of Vehicles, the actions required under Section 5.1(e). Such security interest shall be prior to all other Liens on the Collateral except for (x) Liens granted to the Revolving Credit Administrative Agent pursuant to the Revolving Security Agreement in respect of the Revolving Credit Priority Collateral (as defined in the Intercreditor Agreement) and (y) Customary Permitted Liens having priority over the Administrative Agent and Collateral Agent’s Lien by operation of law or unless otherwise permitted pursuant to clause (c), (e) or (j) of the definition of “Customary Permitted Liens” in the Credit Agreement or subsection 8.2(c), 8.2(d), 8.2(e), 8.2(f) or 8.2(h) of the Credit Agreement by any Loan Document upon (i) in the case of all Pledged Certificated Stock, Pledged Debt Instruments and Pledged Investment Property, the delivery thereof to the Administrative Agent and Collateral Agent or the Revolving Credit Administrative Agent, as applicable, of such Pledged Certificated Stock, Pledged Debt Instruments and Pledged Investment Property consisting of instruments and certificates, in each case properly endorsed for transfer to the Administrative Agent and Collateral Agent or the Revolving Credit Administrative Agent, as applicable, or in blank, (ii) in the case of all Pledged Investment Property not in certificated form, the execution of a Control Agreement Agreements with respect to such investment property, property and (iii) in the case of all other instruments and tangible chattel paper that are not Pledged Certificated Stock, Pledged Debt Instruments or Pledged Investment Property, the delivery thereof to the Administrative Agent and Collateral Agent or the Revolving Credit Administrative Agent, as applicable, of such instruments and tangible chattel paper. Except On the date hereof, except as set forth in this Section 4.2, all actions by each Grantor necessary to protect and perfect the Lien granted hereunder on the Collateral have been duly takentaken (other than to the extent filings in foreign intellectual property offices are required to perfect security interests in any foreign Intellectual Property).

Perfection and Priority. The Other than in respect of money and other Collateral subject to Section 9-311(a)(1) of the Code, the security interest granted to the Collateral Agent pursuant to this Agreement constitutes a valid and continuing first priority perfected security interest (subject, in favor the case of priority only, to Permitted Liens that are expressly permitted (if at all) by the terms of the Loan Agreement or this Agreement to, or that by operation of law, have superior priority to the Lien and security interest granted to the Collateral Agent for the benefit of Lenders and the other Secured Parties) in favor of and for the benefit of Lenders and the other Secured Parties in all Collateral Collateral, subject, for the following Collateral, to the occurrence of the following: (ia) in the case of all Collateral in which a security interest may be perfected by filing a financing statement under the UCCCode, the completion of the filings and other actions specified on Schedule 2 of the Security Disclosure Letter (which, in the case of all filings and other documents referred to on such schedule, have been duly authorized by each Grantor and delivered to the Collateral Agent in completed formapplicable Guarantor), ; (iib) with respect to any deposit accountaccount over which a Control Agreement is required pursuant to Section 5.5 of the Loan Agreement, the execution of a Control Agreement, Agreements; (iiic) in the case of all CopyrightsUnited States Trademarks, Trademarks Patents and Patents Copyrights for which UCC Code filings are insufficientinsufficient to effectuate perfection, all appropriate filings having been made with the Applicable IP Office, as applicable; (iv) in the case of letter-of-credit rights that are not supporting obligations of Collateral, the execution of a Contractual Obligation granting control to the Collateral Agent over such letter-of-credit rights, and (v) in the case of electronic chattel paper, the completion of all steps necessary to grant control to the Collateral Agent over such electronic chattel paper. Such security interest shall be prior to all other Liens on the Collateral except for Customary Permitted Liens having priority over the Collateral Agent’s Lien by operation of law or permitted pursuant to clause (c), (e) or (j) of the definition of “Customary Permitted Liens” in the Credit Agreement or subsection 8.2(c), 8.2(d), 8.2(e), 8.2(f) or 8.2(h) of the Credit Agreement upon (id) in the case of all Pledged Certificated Stock, Pledged Debt Instruments and Pledged Investment Property, the delivery thereof to the Collateral Agent Agent, for the benefit of Lenders and the other Secured Parties, of such Pledged Certificated Stock, Pledged Debt Instruments and Pledged Investment Property consisting of instruments and certificates, in each case case, properly endorsed for transfer to the Collateral Agent or in blank, ; (iie) in the case of all Pledged Investment Property not in certificated formUncertificated Stock, the execution delivery to the Collateral Agent, for the benefit of a Control Agreement with respect to such investment propertythe Lenders and the other Secured Parties, of an executed uncertificated stock control agreement among the issuer, the registered owner and the Collateral Agent in the form attached as Annex 4 hereto; and (iiif) in the case of all other instruments and tangible chattel paper that are not Pledged Certificated Stock, Pledged Debt Instruments or Pledged Investment Propertyif any, the delivery thereof to the Collateral Agent Agent, for the benefit of Lenders and the other Secured Parties, of such instruments instruments. Such Lien on and tangible chattel papersecurity interest in Pledged Stock shall be prior to all other Liens on such Collateral, subject to Permitted Liens having priority over the Collateral Agent’s Lien by operation of law or as and to the extent expressly permitted (if at all) by any Loan Document. Except as set forth in Subject to Section 3.2(b) above, except to the extent expressly not required pursuant to the terms of the Loan Agreement or this Section 4.2Agreement, all actions by each Grantor necessary or desirable to protect and perfect the first priority Lien on and security interest in the Collateral granted hereunder on the Collateral have been duly taken.

Perfection and Priority. The security interest granted pursuant to this Agreement constitutes a valid and continuing perfected security interest in favor of the Collateral Agent Administrative Agent, for the benefit of the Secured Parties Parties, in all Collateral subject, for the following Collateral, to the occurrence of the following: (i) in the case of all Collateral in which a security interest may be perfected by filing a financing statement under the UCC, the completion of the filings and other actions specified on Schedule 2 (which, in the case of all filings and other documents referred to on such schedule, have been duly authorized by each Grantor and delivered to the Collateral Administrative Agent in completed and duly authorized form), (ii) with respect to any deposit account, the execution of a Control AgreementAgreements, (iii) in the case of all Copyrights, Trademarks and Patents for which UCC filings are insufficient, all appropriate filings having been made with the United States Copyright Office, the United States Patent and Trademark Office, or any other Applicable IP OfficeOffice or similar office, agency or authority outside the United States, as applicable, (iv) in the case of letter-of-credit rights that are not supporting obligations of Collateral, the execution of a Contractual Obligation granting control to the Collateral Administrative Agent over such letter-of-credit rights, and (v) in the case of electronic chattel paper, the completion of all steps necessary to grant control to the Collateral Administrative Agent over such electronic chattel paperpaper and (vi) in the case of Vehicles, the actions required under Section 5.1(e). Such security interest shall be prior to all other Liens on the Collateral Collateral, except for Customary Permitted Liens having priority over the Collateral Agent’s Lien and Liens permitted by operation of law or permitted pursuant to clause (cSections 8.2(c), (ed), (h), (i) or and (j) of the definition of “Customary Permitted Liens” in Credit Agreement, having priority over the Credit Agreement Administrative Agent’s Lien or subsection 8.2(c), 8.2(d), 8.2(e), 8.2(f) or 8.2(h) of the Credit Agreement unless otherwise permitted by any Loan Document upon (i) in the case of all Pledged Certificated Stock, Pledged Debt Instruments and Pledged Investment Property, the delivery thereof to the Collateral Administrative Agent of such Pledged Certificated Stock, Pledged Debt Instruments and Pledged Investment Property consisting of instruments and certificates, in each case properly endorsed for transfer to the Collateral Administrative Agent or in blank, (ii) in the case of all Pledged Investment Property not in certificated form, the execution of a Control Agreement Agreements with respect to such investment property, property and (iii) in the case of all other instruments and tangible chattel paper that are not Pledged Certificated Stock, Pledged Debt Instruments or Pledged Investment Property, the delivery to the Collateral Administrative Agent of such instruments and tangible chattel paper. Except as set forth in this Section 4.2, all actions by each Grantor necessary or desirable to protect and perfect the Lien granted hereunder on the Collateral have been duly takentaken as of the date hereof and all such actions shall be taken by each Grantor at such times required under Section 5.7.

Perfection and Priority. The security interest granted pursuant to this Agreement constitutes a valid and continuing perfected security interest in favor of the Collateral Agent Administrative Agent, for the benefit of the Secured Parties Parties, in all Collateral subject, for the following Collateral, to the occurrence of the followingfollowing filings and other actions: (i) in the case of all Collateral in which a security interest may be perfected by filing a financing statement under the UCC, the proper and timely completion of the filings and other actions specified on Schedule 2 (which, in the case of all filings and other documents referred to on such schedule, have been duly authorized by each Grantor and delivered to the Collateral Administrative Agent in completed and duly authorized form)) and to the filing of continuation statements as provided under applicable law, (ii) with respect to any deposit account, the execution of a Control AgreementAgreements, (iii) in the case of all Copyrights, Trademarks and Patents Registered Intellectual Property for which UCC filings are insufficient, all appropriate filings having been made with the Applicable IP OfficeOffice (it being understood that additional filings may be required to perfect the Administrative Agent's security interest in any Registered Intellectual Property acquired by such Grantor after the date hereof, subject to the qualifications set forth in Section 5.7(e), (iv) in the case of letter-of-credit rights that are not supporting obligations of Collateral, the execution of a Contractual Obligation granting control to the Collateral Administrative Agent over such letter-of-credit rights, and (v) in the case of electronic chattel paper, the completion of all steps necessary to grant control to the Collateral Administrative Agent over such electronic chattel paperpaper and (vi) in the case of Vehicles, the actions required under Section 5.1(e). Such security interest shall be prior to all other Liens on the Collateral except for Customary Permitted Liens having priority over the Collateral Agent’s Lien by operation of law or permitted pursuant to clause (c), (e) or (j) of the definition of “Customary Permitted Liens” in the Credit Agreement or subsection 8.2(c), 8.2(d), 8.2(e), 8.2(f) or 8.2(h) of the Credit Agreement upon (i) in the case of all Pledged Certificated Stock, Pledged Debt Instruments and Pledged Investment Property, the delivery thereof to the Collateral Administrative Agent of such Pledged Certificated Stock, Pledged Debt Instruments and Pledged Investment Property consisting of instruments and certificates, in each case properly endorsed for transfer to the Collateral Administrative Agent or in blank, (ii) in the case of all Pledged Investment Property not in certificated formform held in a securities account, the execution of a Control Agreement Agreements with respect to such investment property, property and (iii) in the case of all other instruments and tangible chattel paper that are not Pledged Certificated Stock, Pledged Debt Instruments or Pledged Investment Property, the delivery thereof to the Collateral Administrative Agent of such instruments and tangible chattel paper. Except as set forth in this Section 4.2, all actions by each Grantor necessary or desirable to protect and perfect the Lien granted hereunder on the Collateral have been duly taken.

Perfection and Priority. The security interest granted pursuant to this Agreement constitutes a valid and continuing perfected security interest in favor of the Collateral Agent for the benefit of the Secured Parties Lender in all Collateral subject, for the following Collateral, to the occurrence of the following: (i) in the case of all Collateral in which a security interest may be perfected by filing a financing statement under the UCC, the completion of the filings and other actions specified on Schedule 2 1 (which, in the case of all filings and other documents referred to on such schedule, have been duly authorized by each Grantor and delivered to the Collateral Agent Lender in completed and duly authorized form), (ii) with respect to any deposit account, the execution of a Control AgreementAgreements, (iii) in the case of all Copyrights, Trademarks and Patents for which UCC filings are insufficient, all appropriate filings having been made with the Applicable IP United States Copyright Office or the United States Patent and Trademark Office, as applicable, (iv) in the case of letter-of-credit rights that are not supporting obligations of Collateral, the execution of a Contractual Obligation granting control to the Collateral Agent Lender over such letter-of-credit rights, and (v) in the case of electronic chattel paper, the completion of all steps reasonably necessary to grant control to the Collateral Agent Lender over such electronic chattel paperpaper and (vi) in the case of Vehicles, the actions required under Section 4.1(e). Such security interest shall be prior to all other Liens on the Collateral except for Customary Permitted Liens having priority over the Collateral AgentLender’s Lien by operation of law or unless otherwise permitted pursuant to clause (c), (e) or (j) of the definition of “Customary Permitted Liens” in the Credit Agreement or subsection 8.2(c), 8.2(d), 8.2(e), 8.2(f) or 8.2(h) of the Credit Agreement by any Transaction Document upon (i) in the case of all Pledged Certificated Stock, Pledged Debt Instruments and Pledged Investment Property, the delivery thereof to the Collateral Agent Lender of such Pledged Certificated Stock, Pledged Debt Instruments and Pledged Investment Property consisting of instruments and certificates, in each case properly endorsed for transfer to the Collateral Agent Lender or in blank, (ii) in the case of all Pledged Investment Property not in certificated form, the execution of a Control Agreement Agreements with respect to such investment property, property and (iii) in the case of all other instruments and tangible chattel paper that are not Pledged Certificated Stock, Pledged Debt Instruments or Pledged Investment Property, the delivery thereof to the Collateral Agent Lender of such instruments and tangible chattel paper. Except as set forth in this Section 4.23.2, all actions reasonably requested by each Grantor Lender of the Borrower that are reasonably necessary or desirable to perfect the Lien granted hereunder on the Collateral have been duly taken.