Common use of Perfection and Priority Clause in Contracts

Perfection and Priority. The security interest granted pursuant to this Agreement shall constitute a valid and continuing perfected security interest in favor of the Collateral Agent in the Collateral for which perfection is governed by the UCC or filing with the United States Copyright Office upon (a) 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 3 (Filings) (which, in the case of all filings and other documents referred to on such schedule, have been delivered to the Collateral Agent in completed and duly executed form), (b) 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, (c) the execution of Securities Account Control Agreements with respect to Investment Property not in certificated form, (d) the execution of Deposit Account Control Agreements with respect to all Deposit Accounts of a Grantor and (e) all appropriate filings having been made with the United States Copyright Office. 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 otherwise as permitted under the Credit Agreement.

Perfection and Priority. The security interest granted pursuant to this Agreement shall constitute a valid and continuing perfected security interest in favor of the Collateral Agent Buyer in the Collateral for which perfection is governed by the UCC or filing with the United States Copyright Office upon (ai) 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 3 (Filings) (which, in the case of all filings and other documents referred to on such schedule, have been delivered to the Collateral Agent Buyer in completed and duly executed form), (bii) the delivery to the Collateral Agent Buyer of all Collateral consisting of Instruments and Certificated Securities, in each case properly endorsed for transfer to the Collateral Agent Buyer or in blank, (ciii) the execution of Securities Account Control Agreements with respect to Investment Property not in certificated form, and (div) the execution of Deposit Account Control Agreements with respect to all Deposit Accounts of a Grantor and (e) all appropriate filings having been made with the United States Copyright OfficeGrantor. Such security interest shall be prior to all other Liens on the Collateral Collateral, except for Customary Permitted a pari passu security interest being simultaneously granted to Goldman in connection with the Goldman MRA, and except for customary permitted Liens having priority over the Collateral Agent’s Buyer's Lien pursuant to the applicable Governing Agreement or by operation of law or otherwise as permitted under the Credit AgreementOmnibus Guaranty.

Perfection and Priority. The security interest interests granted pursuant to this Agreement shall constitute a valid and continuing perfected security interest interests in favor favour of the Collateral Agent in the Collateral for which perfection is governed by the UCC PPSA or filing with the United States Copyright Office CIPO upon (ai) 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 3 (Filings) (which, in the case of all filings and other documents referred to on such schedule, have been delivered to the Collateral Agent in completed and duly executed form), (bii) 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, (ciii) the execution of Securities Control Account Control Agreements with respect to Investment Property not in certificated form, (div) the execution of Deposit a Blocked Account Control Agreements Letter with respect to all Deposit Accounts deposit accounts of a Grantor and the Debtor as specified in Section 3.8(a)(i) hereto, (ev) all appropriate filings having been made with CIPO and (vi) the United States Copyright Officereceipt by the Collateral Agent of the consent of the issuer or nominated person with respect to each letter-of-credit right. 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 hereunder or under the Credit Agreement.

Perfection and Priority. The security interest granted pursuant to this Agreement shall constitute a valid and continuing perfected security interest in favor of the Collateral Agent in the Collateral for which perfection is governed by the UCC or filing with the United States Patent and Trademark Office or the United States Copyright Office Office, as applicable, upon (a) 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 3 (Filings) (which, in the case of all filings and other documents referred to on such schedule, have been delivered to the Collateral Agent in completed and duly executed form), (b) 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, (c) the execution of Securities Account Control Agreements with respect to Investment Property named therein not in certificated form, (d) the PLEDGE AND SECURITY AGREEMENT KNOLOGY, INC. execution of Deposit Account Control Agreements with respect to all Deposit Accounts named therein of a Grantor and (e) with respect to Intellectual Property arising under the laws of the United States, to the extent that any Requirement of Law for a security interest’s obtaining priority over the rights of a lien creditor with respect to Intellectual Property preempts Section 9-310(4) of the UCC, all appropriate filings having been made with the United States Copyright OfficeOffice and the USPTO, as applicable. 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 otherwise as permitted under the Credit Agreement.

Perfection and Priority. The security interest granted pursuant to this Agreement shall constitute a valid and continuing perfected security interest in favor of the Collateral Administrative Agent in the Collateral for which perfection is governed by the UCC or filing with the United States Copyright Office upon (ai) 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 3 (Filings) (which, in the case of all filings and other documents referred to on such schedule, have been delivered to the Collateral Administrative Agent in completed and duly executed form), (bii) the delivery to the Collateral Administrative Agent of all Collateral consisting of Instruments and Certificated Securities, in each case properly endorsed for transfer to the Collateral Administrative Agent or in blank, and the keeping of such Collateral in New York State by the Administrative Agent (ciii) the execution of Securities Account Control Agreements with respect to Investment Property not in certificated form, (div) the execution of Deposit Account Control Agreements with respect to all Deposit Accounts of a Grantor and (ev) all appropriate filings having been made with the United States Copyright Office. Such Except with respect to the subordination of the Parties' interest in the Indenture Collateral, 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 otherwise as permitted under the Credit Agreement or Intercreditor Agreement.

Perfection and Priority. The security interest interests granted pursuant to this Agreement shall constitute a valid and continuing perfected security interest interests in favor of the Collateral Agent in the Collateral for which perfection is governed by the UCC or filing with the United States Copyright Office or with the United States Patent and Trademark Office upon (ai) 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 3 (Filings) (which, in the case of all filings and other documents referred to on such schedule, have been delivered to the Collateral Agent in completed and duly executed form), (bii) 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, (ciii) the execution of Securities Control Account Control Agreements with respect to Investment Property not in certificated form, (div) the execution of Deposit a Blocked Account Control Agreements Letter with respect to all Deposit Accounts of a Grantor and as specified in Section 4.7(a)(i) hereto, (ev) all appropriate filings having been made with the United States Copyright OfficeOffice and (vi) the receipt by the Collateral Agent of the consent of the issuer or nominated person with respect to each Letter-of-Credit Right that is not a Supporting Obligation. 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 hereunder or under the Credit Agreement.

Perfection and Priority. The security interest granted pursuant to this Agreement shall constitute a valid and continuing perfected security interest in favor of the Collateral Administrative Agent in the Collateral for which perfection is governed by the UCC or filing with the United States Copyright Office upon (ai) 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 3 (Filings) (which, in the case of all filings and other documents referred to on such schedule, have been delivered to the Collateral Administrative Agent in completed and duly executed form), (bii) the delivery to the Collateral Administrative Agent of all Collateral consisting of Instruments and Certificated Securities, in each case properly endorsed for transfer to the Collateral Administrative Agent or in blank, (ciii) the execution of Securities Account Control Agreements with respect to Investment Property not in certificated form, (div) the execution of Deposit Account Control Agreements with respect to all Deposit Accounts of a Grantor (subject to Section 4.10 (Control Accounts; Approved Deposit Accounts)) and (ev) all appropriate filings having been made with the United States Copyright Office. 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 otherwise as permitted under the Credit Agreement."

Perfection and Priority. The security interest granted ----------------------- pursuant to this Security Agreement shall will constitute a valid and continuing perfected security interest in favor of the Collateral Agent Secured Party in the Collateral for which perfection is governed by the UCC or filing with the United States Copyright Office upon (ai) 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 3 (Filings) (which, in the case of all filings and other documents referred to on such schedule, have been delivered to the Collateral Agent Secured Party in completed and duly executed form), (bii) the delivery to the Collateral Senior Agent of all Collateral consisting of Instruments and Certificated Securitiescertificated securities, in each case properly endorsed for transfer to the Collateral Senior Agent or in blank, (ciii) the execution of Securities Collateral Account Control Agreements with respect to Investment Property not in certificated form, (div) the execution of Deposit Collateral Account Control Agreements with respect to all Deposit Accounts of a Grantor (other than the Cash Collateral Account), and (ev) all appropriate filings having been made with the United States Copyright Office. Such security interest shall will be prior to all other Liens on the Collateral except for (x) the Liens of the Senior Agent securing the Senior Loan Obligations and (y) Customary Permitted Liens having which have priority over the Collateral Agent’s Secured Party's Lien by operation of law or otherwise as permitted under the Subordinated Credit Agreement.

Perfection and Priority. The security interest granted pursuant to this Agreement shall constitute a valid and continuing perfected security interest in favor of the Collateral Agent in the Collateral (other than in respect of perfection relating to Collateral consisting of Vehicles or commercial tort claims) for which perfection is governed by the UCC or filing with the United States Copyright Office or, if applicable, the United States Patent and Trademark Office, as the case may be, upon (a) 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 3 (Filings) (which, in the case of all filings and other documents referred to on such schedule, have been delivered to the Collateral Agent in completed and and, if applicable, duly executed form), (b) the delivery to the Collateral Agent of all Collateral consisting of Instruments and Certificated Securitiescertificated securities, in each case properly endorsed for transfer to the Collateral Agent or in blank, (c) the execution of Securities Control Account Control Agreements with respect to Investment Property not in certificated form, (d) the execution of Deposit Account Control Agreements with respect to all Deposit Accounts of a Grantor (other than the Cash Collateral Account) and (e) all appropriate filings having been made with the United States Copyright Office or, if necessary, the United States Patent and Trademark Office, as the case may be. Such security interest shall will 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 under the Credit Agreement.

Perfection and Priority. The security interest interests granted pursuant to this Agreement shall constitute a valid and continuing perfected security interest interests in favor of the Collateral Agent in the Collateral for which perfection is governed by the UCC or filing with the United States Copyright Office or with the United States Patent and Trademark Office upon (ai) 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 3 (Filings) (which, in the case of all filings and other documents referred to on such schedule, have been delivered to the Collateral Agent in completed and duly executed form), (bii) 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, (ciii) the execution of Securities Control Account Control Agreements with respect to Investment Property not in certificated form, (div) the execution of Deposit a Blocked Account Control Agreements Letter with respect to all Deposit Accounts of a Grantor and as specified in Section 4.7(a)(i) hereto, (ev) all appropriate filings having been made with the United States Copyright OfficeOffice and (vi) the receipt by the Collateral Agent of the consent of the issuer or nominated person with respect to each Letter-of-Credit Right that is not a Supporting Obligation. 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 hereunder or under the Credit Agreement.

Perfection and Priority. The security interest interests granted pursuant to this Agreement shall constitute a valid and continuing perfected security interest interests in favor of the Collateral Administrative Agent in the Collateral (other than (A) Letters of Credit Rights not constituting Supporting Obligations, (B) cash or Cash Equivalents held in any Deposit Accounts other than any Cash Collateral Account, (C) Securities held in any Securities Accounts and (D) Vehicles) for which perfection is governed by the UCC or filing with the United States Copyright Office or with the United States Patent and Trademark Office upon (ai) 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 3 (Filings) and payment of all filing fees, (whichii) the execution of a control agreement executed by the Grantor, the Administrative Agent and Citibank, N.A. with respect to the “Citicorp USA, Inc. – [Affiliated Computer Services, Inc.] Cash Collateral Account”, which agreement shall be in form and substance reasonably satisfactory to the Administrative Agent and (iii) in the case of all filings Copyrights, Trademarks and other documents referred to on such schedulePatents, have been delivered to the Collateral Agent in completed and duly executed form), (b) 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, (c) the execution of Securities Account Control Agreements with respect to Investment Property not in certificated form, (d) the execution of Deposit Account Control Agreements with respect to all Deposit Accounts of a Grantor and (e) all appropriate filings with respect thereto having been made with the United States Copyright Office or with the United States Patent and Trademark Office, as applicable. 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 under the Credit Agreement.

Perfection and Priority. The security interest granted pursuant to this Agreement shall (other than in (x) Proceeds, to the extent such a security interest may be perfected under the UCC only by possession and (y) Vehicles) will constitute a valid and continuing perfected security interest in favor of the Collateral Administrative Agent in the Collateral for which perfection is governed by the UCC or achieved by filing with the United States Copyright Office or the United States Patent and Trademark Office upon (ai) 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 3 (Filings) (which, in the case of all filings and other documents referred to on such schedule, have been delivered to the Collateral Administrative Agent in completed and duly executed form), (bii) the delivery to the Collateral Administrative Agent of all Collateral consisting of Instruments and Certificated Securitiescertificated securities, in each case properly endorsed for transfer to the Collateral Administrative Agent or in blank, (ciii) the execution of Securities Control Account Control Agreements substantially in the form of Annex 2 (with such changes as may be agreed to by the Administrative Agent) with respect to Investment Property not in certificated form, (div) the execution of Deposit Account Control Lockbox Agreements with respect to all Deposit Accounts of a Grantor and Accounts, (ev) all appropriate filings having been made with the United States Copyright Office and the United States Patent and Trademark Office, (vi) compliance with applicable perfection requirements, if any, of the laws of jurisdictions other than the United States or Canada and (vii) 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 for any Collateral. Such security interest shall will 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 under the Credit Agreement.

Perfection and Priority. The security interest granted pursuant to this Agreement shall constitute constitutes a valid and continuing perfected security interest in favor of the Collateral Agent in all Collateral subject, for the Collateral for which perfection is governed by following Collateral, to the UCC or filing with occurrence of the United States Copyright Office upon following: (ai) 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 3 (Filings) 1 (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 delivered to the Collateral Agent in completed and duly executed authorized form), ) and (bii) in the delivery to the Collateral Agent case of all Collateral consisting of Instruments Copyrights, Trademarks and Certificated SecuritiesPatents for which UCC filings are insufficient, in each case properly endorsed for transfer to the Collateral Agent or in blank, (c) the execution of Securities Account Control Agreements with respect to Investment Property not in certificated form, (d) the execution of Deposit Account Control Agreements with respect to all Deposit Accounts of a Grantor and (e) all appropriate filings having been made with the United States Copyright Office or the United States Patent and Trademark Office, as applicable. Such 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 's Lien by operation of law or unless otherwise as permitted under the Credit Agreementby any Loan Document.

Perfection and Priority. The security interest granted pursuant to the Original Security Agreement and this Agreement shall constitute a valid and continuing perfected security interest in favor of the Collateral Administrative Agent for the benefit of the Secured Parties in the Collateral for which perfection is governed by the UCC or filing with the United States Copyright Office upon (ai) 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 3 (Filings) (which, in the case of all filings and other documents referred to on such schedule, have been delivered to the Collateral Administrative Agent in completed and duly executed form), (bii) the delivery to the Collateral Administrative Agent of all Collateral consisting of Instruments and Certificated Securities, in each case properly endorsed for transfer to the Collateral Administrative Agent or in blank, (ciii) the execution of Securities Account Control Agreements with respect to Investment Property not in certificated form, (div) the execution of Deposit Account Control Agreements with respect to all Deposit Accounts of a Grantor and (ev) all appropriate filings having been made with the United States Copyright Office. Such security interest shall be prior to all other Liens on the Collateral except for Customary Permitted Liens Encumbrances having priority over the Collateral Administrative Agent’s Lien by operation of law or otherwise as permitted under the Credit Agreement.. AMENDED AND RESTATED PLEDGE AND SECURITY AGREEMENT

Perfection and Priority. The security interest granted pursuant to this Agreement shall constitute constitutes a valid and continuing perfected security interest in favor of the Collateral Agent for the benefit of the Lender in all Collateral subject, for the Collateral for which perfection is governed by following Collateral, to the UCC or filing with occurrence of the United States Copyright Office upon following: (ai) 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 3 (Filings) 1 (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 delivered to the Collateral Agent in completed and duly executed authorized form), (bii) in the delivery to the Collateral Agent case of all Collateral consisting of Instruments and Certificated Securitiesany deposit account, in each case properly endorsed for transfer to the Collateral Agent or in blank, (c) the execution of Securities Account a Control Agreements with respect to Investment Property not in certificated formAgreement, (d) the execution of Deposit Account Control Agreements with respect to all Deposit Accounts of a Grantor and (eiii) 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 or the United States Patent and Trademark Office, as applicable. Such As of the Effective Date all actions by the 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 otherwise as permitted under 's Liens on the Credit Collateral to the extent provided in the Multiparty Agreement.

Perfection and Priority. The Upon entry of the Interim Order (or the Final Order, as applicable) by the Bankruptcy Court (in the case of the Debtors only), the security interest granted pursuant to this Agreement shall constitute a valid and continuing perfected security interest in favor of the Collateral Administrative Agent in the Collateral for which perfection is governed by the UCC or filing with the United States Copyright Office or the United States Patent and Trademark Office upon (ai) 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 3 (Filings) (which, in the case of all filings and other documents referred to on such scheduleschedule (which shall not include any filings or actions with respect to Designated Collateral), have been delivered to the Collateral Administrative Agent in completed and duly executed form), (bii) the delivery to the Collateral Administrative Agent of all Collateral consisting of Instruments and Certificated Securities, in each case properly endorsed for transfer to the Collateral Administrative Agent or in blank, (ciii) the execution of Securities Account Control Agreements with respect to Investment Property not in certificated form, (div) the execution of Deposit Account Control Agreements with respect to all Deposit Accounts of a Grantor and (ev) all appropriate filings having been made with the United States Copyright Office or the United States Patent & Trademark Office, in each case, to the extent required by this Agreement. 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 under the Credit AgreementAgreement and the Orders.

Perfection and Priority. The security interest interests granted pursuant to this Agreement shall constitute a valid and continuing perfected security interest interests in favor of the Collateral Agent in the Collateral for which perfection is governed by the UCC or filing with the United States Copyright Office upon (ai) 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 3 (Filings) (which, in the case of all filings and other documents referred to on such schedule, have been delivered to the Collateral Agent in completed and duly executed form), (bii) the delivery to the Collateral Agent of all Collateral consisting of Instruments and Certificated Securitiescertificated securities, in each case properly endorsed for transfer to the Collateral Agent or in blank, (ciii) the execution of Securities Control Account Control Agreements with respect to Investment Property not in certificated form, (div) the execution of Deposit Account Control Agreements with respect to all Deposit Accounts of (other than the Cash Collateral Account) required to be subject to a Grantor perfected security interest hereunder and (ev) all appropriate filings having been made with the United States Copyright Office. Such With the exception of the subordination of the Junior Liens to the Senior Liens pursuant to this Agreement and the Intercreditor Agreement, 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 under the Credit Agreement.

Perfection and Priority. The security interest granted pursuant to this Agreement shall constitute a valid and continuing perfected security interest in favor of the Collateral Administrative Agent in the Collateral for which perfection is governed by the UCC or filing with the United States Copyright Office upon (ai) 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 3 (Filings) (which, in the case of all filings and other documents referred to on such schedule, have been delivered to the Collateral Administrative Agent in completed and duly executed authorized form), (bii) the delivery to the Collateral Administrative Agent of all Pledged Collateral consisting of Instruments and Certificated SecuritiesSecurities required to be delivered to the Administrative Agent by the terms hereof, in each case properly endorsed for transfer to the Collateral Administrative Agent or in blank, (c) the execution of Securities Account Control Agreements with respect to Investment Property not in certificated form, (d) the execution of Deposit Account Control Agreements with respect to all Deposit Accounts of a Grantor blank and (eiii) in the case of all Collateral in which a security interest may be perfected by filing with the United States Copyright Office, the recordation of all appropriate filings having been made with the United States Copyright Office. 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 under the Credit Agreement. Notwithstanding anything to the contrary herein, no Grantor shall be required to take any action under the laws of any jurisdiction other than the United States of America for the purpose of perfecting the security interest in any Collateral (to which Article 9 of the applicable UCC is applicable) of such Grantor constituting Patents, Trademarks or Copyrights or any other assets.

Perfection and Priority. The Subject to the terms of the Intercreditor Agreement, the security interest granted pursuant to this Agreement shall constitute a valid and continuing perfected second priority (subordinate solely in respect of the security interest granted to the Agent and subject to the terms of the Intercreditor Agreement) security interest in favor of the Collateral Agent in the Collateral for which perfection is governed by the UCC Code or filing with the United States Patent and Trademarks Office or the United States Copyright Office Office, as applicable upon (ai) in the case of all Collateral in which a security interest may be perfected by filing a financing statement under the UCC, Code the completion of the filings and other actions specified on Schedule 3 (Filings) (which, in the case of all filings and other documents referred to on such schedule, have been delivered to the Collateral Agent in completed and duly executed form), (bii) the delivery to the Collateral Agent of all Collateral consisting of Instruments and Certificated SecuritiesInstruments, in each case properly endorsed for transfer to the Collateral Agent or in blank, (ciii) the execution of Securities Control Account Control Agreements with respect to Collateral consisting of Investment Property not in certificated form, (div) the execution of Deposit Account Control Agreements with respect to all Deposit Accounts of a Grantor and (ev) all appropriate filings having been made with the United States Patent and Trademark Office or the United States Copyright OfficeOffice as applicable. Such Upon taking of all the foregoing actions, 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 otherwise Liens granted in favor of the Agent as permitted under by the Credit Indenture and subject to the Intercreditor Agreement.

Perfection and Priority. The security interest granted pursuant to this Agreement shall constitute constitutes a valid and continuing perfected security interest in favor of the Collateral Administrative Agent in all Collateral subject, for the Collateral for which perfection is governed by following Collateral, to the UCC or filing with occurrence of the United States Copyright Office upon following: (ai) 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 3 (Filings) 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 delivered to the Collateral Administrative Agent in completed and duly executed authorized form), (bii) the delivery with respect to the Collateral Agent of all Collateral consisting of Instruments and Certificated Securitiesany deposit account, in each case properly endorsed for transfer to the Collateral Agent or in blank, (c) the execution of Securities Account Control Agreements with respect to Investment Property not in certificated formAgreements, (d) the execution of Deposit Account Control Agreements with respect to all Deposit Accounts of a Grantor and (eiii) in the case of electronic chattel paper, the completion of all appropriate filings having been made with steps necessary to grant control to the United States Copyright OfficeAdministrative 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 by any Loan Document upon (i) in the case of all Pledged Debt Instruments, the delivery thereof to the Administrative Agent of such Pledged Debt Instruments consisting of instruments, properly endorsed for transfer to the Administrative Agent or in blank, (ii) in the case of all other instruments and tangible chattel paper that are not Pledged Debt Instruments, the delivery thereof to the Administrative Agent of such instruments and tangible chattel paper. Except as permitted under set forth in this Section 4.2, all actions by each Grantor necessary or desirable to protect and perfect the Credit AgreementLien granted hereunder on the Collateral have been duly taken.

Perfection and Priority. The security interest granted pursuant to this Agreement shall constitute a valid and continuing perfected security interest in favor of the Collateral Administrative Agent in the Collateral (other than any Deposit Account which is not a Cash Collateral Account) for which perfection is governed by the UCC or filing with the United States Copyright Office upon (ai) 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 3 (Filings) (which, in the case of all filings and other documents referred to on such schedule, have been delivered to the Collateral Administrative Agent in completed and duly executed form), (bii) the delivery to the Collateral Administrative Agent of all Collateral consisting of Instruments and Certificated Securities, in each case properly endorsed for transfer to the Collateral Administrative Agent or in blank, (ciii) the execution of Securities Account Control Agreements with respect to Investment Property not in certificated form, (d) the execution of Deposit Account Control Agreements with respect to all Deposit Accounts of a Grantor and (eiv) all appropriate filings having been made with the United States Copyright Office. 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 under the Credit Agreement. 8 PLEDGE AND SECURITY AGREEMENT AMKOR TECHNOLOGY, INC.

Perfection and Priority. The security interest granted pursuant to this Agreement shall constitute a valid and continuing perfected security interest in favor of the Collateral Administrative Agent in the Collateral for which perfection is governed by the UCC or filing with the United States Copyright Office upon (a) 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 3 (Filings) (which, in the case of all filings and other documents referred to on such schedule, have been delivered to the Collateral Administrative Agent in completed and duly executed form), (b) the delivery to the Collateral Administrative Agent of all Collateral consisting of Instruments and Certificated Securities, if any, in each case properly endorsed for transfer to the Collateral Administrative Agent or in blank, (c) the execution of Securities Account Control Agreements with respect to Investment Property not in certificated form, (d) the execution of Deposit Account Control Agreements with respect to all Deposit Accounts of a Grantor and (e) all appropriate filings having been made with the United States Copyright OfficeOffice with respect to registered copyrights and copyright applications in the United States. 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 under the Credit Agreement.

Perfection and Priority. The security interest granted pursuant to this Agreement shall constitute a valid and continuing perfected security interest in favor of the Collateral Administrative Agent in the Collateral for which perfection is governed by the UCC or filing with the United States Copyright Office upon (ai) 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 3 (Filings) (which, in the case of all filings and other documents referred to on such schedule, have been delivered to the Collateral Administrative Agent in completed and duly executed form), (bii) the delivery to the Collateral Administrative Agent of all Collateral consisting of Instruments and Certificated Securitiescertificated securities, in each case properly endorsed for transfer to the Collateral Administrative Agent or in blank, (ciii) the execution of Securities Control Account Control Agreements with respect to Investment Property not in certificated form, (div) the execution of Deposit Account Control Agreements with respect to all Deposit Accounts of (other than the Cash Collateral Account) required to be subject to a Grantor perfected security interest hereunder and (ev) all appropriate filings having been made with the United States Copyright Office. 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 otherwise as permitted under the Credit Agreement.

Perfection and Priority. The security interest granted pursuant to this Agreement shall constitute a valid and continuing perfected security interest in favor of the Collateral Agent in the Collateral for which perfection is governed by the UCC or filing with the United States Copyright Office upon (ai) 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 3 (Filings) (which, in the case of all filings and other documents referred to on such schedule, have been delivered to the Collateral Agent in completed and duly executed form), (bii) subject to the terms of the Intercreditor Agreement, 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, (ciii) the execution of Securities Account Control Agreements with respect to Investment Property not in certificated form, (div) the execution of Deposit Account Control Agreements with respect to all Deposit Accounts (subject to Section 4.10 (Deposit Accounts; Control Accounts)) of a Grantor and (ev) all appropriate filings having been made with the United States Copyright Office. Such security interest shall be prior to all other Liens on the Collateral except for Liens granted to the First Lien Agent pursuant to the First Lien Pledge and Security Agreement and Customary Permitted Liens having priority over the Collateral Agent’s 's Lien by operation of law or otherwise as permitted under the Credit Agreement.

Perfection and Priority. The security interest granted pursuant to this Agreement shall constitute a valid and continuing perfected security interest in favor of the Collateral Administrative Agent in the Collateral for which perfection is governed by the UCC or filing with the United States Copyright Office upon (ai) 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 3 (Filings) (which, in the case of all filings and other documents referred to on such 8 PLEDGE AND SECURITY AGREEMENT COLLECTIVE BRANDS FINANCE, INC. schedule, have been delivered to the Collateral Administrative Agent in completed and duly executed form), (bii) the delivery to the Collateral Administrative Agent of all Collateral consisting of Instruments and Certificated Securities, in each case properly endorsed for transfer to the Collateral Administrative Agent or in blank, (ciii) the execution of Securities Account Control Agreements with respect to Investment Property not in certificated formform and held in a securities account covered by such agreement, (div) the execution of Deposit Account Control Agreements with respect to all certain Deposit Accounts of a Grantor and (ev) all appropriate filings having been made with the United States Copyright Office. Such perfected security interest interests 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 under the Credit Loan Agreement, Liens in favor of the ABL Facility Secured Parties subject to the provisions of the Intercreditor Agreement.

Perfection and Priority. The security interest interests granted pursuant to this Agreement shall constitute a valid and continuing perfected security interest interests in favor of the Collateral Agent in the Collateral for which perfection is governed by the UCC or filing with the United States Copyright Office or with the United States Patent and Trademark Office upon (ai) 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 3 (Filings) (which, in the case of all filings and other documents referred to on such schedule, have been delivered to the Collateral Agent in completed and duly executed form), (bii) 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, (ciii) the execution of Securities Control Account Control Agreements with respect to Investment Property not in certificated form, (div) the execution of Deposit a Blocked Account Control Agreements Letter with respect to all Deposit Accounts of a Grantor and as specified in Section 4.7(a)(i) hereto, (ev) all appropriate filings having been made with the United States Copyright OfficeOffice and (vi) the receipt by the Collateral Agent of the consent of the issuer or nominated person with respect to each Letter-of-Credit Right that is not a Supporting Obligation. 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 hereunder or under the Credit Agreement.

Perfection and Priority. The security interest granted pursuant to this Agreement shall constitute a valid and continuing perfected security interest in favor of the Collateral Administrative Agent in the Collateral for which perfection is governed by the UCC or filing with the United States Copyright Office upon (ai) 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 3 (Filings) (which, in the case of all filings and other documents referred to on such 8 Pledge and Security Agreement Collective Brands Finance, Inc. schedule, have been delivered to the Collateral Administrative Agent in completed and duly executed form), (bii) the delivery to the Collateral Administrative Agent of all Collateral consisting of Instruments and Certificated Securities, in each case properly endorsed for transfer to the Collateral Administrative Agent or in blank, (ciii) the execution of Securities Account Control Agreements with respect to Investment Property not in certificated formform and held in a securities account covered by such agreement, (div) the execution of Deposit Account Control Agreements with respect to all certain Deposit Accounts of a Grantor and (ev) all appropriate filings having been made with the United States Copyright Office. Such perfected security interest interests 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 under the Credit Loan Agreement, Liens in favor of the Term Facility Secured Parties subject to the provisions of the Intercreditor Agreement.

Perfection and Priority. (a) The security interest granted pursuant to this Agreement shall constitute a valid and continuing perfected security interest in favor of the Collateral Administrative Agent in the Collateral for which perfection is governed by the UCC or filing with the United States Copyright Office or with the United States Patent and Trademark Office upon (ai) 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 3 (Filings) (which, in the case of all filings and other documents referred to on such schedule, have been delivered to the Collateral Administrative Agent in completed and duly executed form), (bii) the delivery to the Collateral Administrative Agent of all Collateral consisting of Instruments and Certificated Securities, in each case properly endorsed for transfer to the Collateral Administrative Agent or in blank, (ciii) the execution of Securities Control Account Control Agreements with respect to Investment Property not in certificated formCollateral that constitutes Securities Accounts of a Grantor and any Financial Assets credited to such Securities Accounts, (div) the execution of Deposit Account Control Agreements with respect to all Collateral that constitutes Financial Assets credited to such Deposit Accounts of a Grantor and all deposits therein and (ev) all appropriate filings having been made with the United States Copyright Office. Such security interest shall be prior to all other Liens on the Collateral except for (a) Customary Permitted Liens having priority over the Collateral Agent’s Lien by operation of law or otherwise as permitted under the Credit Agreementand (b ) purchase money security interests that are Permitted Liens.

Perfection and Priority. The security interest granted pursuant to this Agreement shall constitute a valid and continuing perfected security interest in favor of the Collateral Agent Trustee in the Collateral for which perfection is governed by the UCC or filing with the United States Copyright Office upon (ai) 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 3 (Filings) (which, in the case of all filings and other documents referred to on such schedule, have been delivered to the Collateral Agent Trustee in completed and duly executed form), and (bii) the delivery to the Collateral Agent Trustee of all Collateral consisting of Instruments and all Certificated Securities, in each case properly endorsed for transfer to the Collateral Agent Trustee or in blank, (c) the execution of Securities Account Control Agreements with respect to Investment Property not in certificated form, (d) the execution of Deposit Account Control Agreements with respect to all Deposit Accounts of a Grantor and (e) all appropriate filings having been made with the United States Copyright Office. Such security interest shall be prior to all other Liens on the Collateral except for Customary Permitted Prior Liens having priority over the Collateral AgentTrustee’s Lien by operation of law or otherwise as permitted under the Credit Agreement.Indentures. STOCK PLEDGE AGREEMENT XXXXX HEALTHCARE CORPORATION