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

Perfection and Protection of Security Interest. (a) Except as explicitly set forth herein or in the Credit Agreement, each Grantor shall, at its expense, perform all steps reasonably requested in writing by the Agent to perfect, maintain or protect the Agent’s Liens, including: (i) executing filings pursuant to the UCC in the office of the secretary of state (or similar central filing office) of the relevant state(s); (ii) executing and delivering customary filings in (A) the USPTO with respect to any Collateral constituting U.S. issued patents and registered trademarks and any applications therefor and (B) the United States Copyright Office of the Library of Congress (“USCO”) with respect to copyright registrations; (iii) causing certificates of title to be issued for all Titled Goods, the Agent’s Lien to be noted thereon in each case in accordance with the provisions of the Credit Agreement and the other Loan Documents to which such Grantor is a party; (iv) when an Event of Default pursuant to Section 10.1(a), (e), (f), (g), (h), (i) or (n) of the Credit Agreement has occurred and is continuing, at the reasonable request of the Agent, transferring Inventory to warehouses or other locations designated by the Agent; (v) when an Event of Default has occurred and is continuing, placing notations on such Grantor’s books of account to disclose the Agent’s Liens; (vi) taking such other steps reasonably requested by the Agent to maintain and protect the Agent’s Liens in the Collateral; and (vii) in the case of the Security Collateral, (A) if any Pledged Debt shall be evidenced by a promissory note or other instrument with an individual amount in excess of $50,000,000, deliver and pledge to the Agent such note or instrument duly indorsed and accompanied by duly executed instruments of transfer or assignment, all in form and substance reasonably satisfactory to the Agent and (B) deliver and pledge to the Agent, for the benefit of the Secured Parties, certificates representing Pledged Equity that constitutes certificated securities, accompanied by undated stock powers executed in blank; provided that notwithstanding any other provision of this Agreement, none of the Grantors will be required to (I) take any action in any jurisdiction other than the United States of America (including any state thereof), or required by the laws of any such non-U.S. jurisdiction, or enter into any security agreement or pledge agreement governed by the laws of any such non-U.S. jurisdiction, in order to either create any security interests (or other Liens) in assets located or titled outside of the United States of America (including any state thereof) or to perfect any security interests (or other Liens) in any non-U.S. Collateral, (II) deliver landlord lien waivers, estoppels or collateral access letters, (III) file any fixture filing with respect to any security interest in fixtures affixed to or attached to any real property or (IV) take any action to perfect any Liens in any intellectual property created, registered or applied-for in any jurisdiction other than the United States of America.

Perfection and Protection of Security Interest. (a) Except as explicitly set forth herein or in the Credit Indenture and subject to any Applicable Intercreditor Agreement, each Grantor shall, at its expense, perform all steps reasonably requested in writing by the Notes Collateral Agent to perfect, maintain or protect the Notes Collateral Agent’s Liens, including: including (subject in each case to any Applicable Intercreditor Agreement): (i) executing filings pursuant to the UCC in the office of the secretary of state (or similar central filing office) of the relevant state(s); (ii) executing and delivering customary filings in (A) the USPTO with respect to any Collateral constituting U.S. issued patents and registered trademarks and any applications therefor and (B) the United States Copyright Office of the Library of Congress (the “USCO”) with respect to copyright registrations; (iii) causing certificates of title to be issued for all Titled Goods, the Notes Collateral Agent’s Lien to be noted thereon in each case in accordance with the provisions of the Credit Agreement Indenture and the other Loan Indenture Documents to which such Grantor is a party; (iv) subject to any Applicable Intercreditor Agreement, when an Event of Default pursuant to Section 10.1(aSections 5.01(1), (e2), (f7), (g), 8) and (h), (i) or (n9) of the Credit Agreement Indenture has occurred and is continuing, at the reasonable request of the Notes Collateral Agent, transferring Inventory to warehouses or other locations designated by the Notes Collateral Agent; (v) when an Event of Default has occurred and is continuing, placing notations on such Grantor’s books of account to disclose the Notes Collateral Agent’s Liens; (vi) taking such other steps reasonably requested by the Notes Collateral Agent to maintain and protect the Notes Collateral Agent’s Liens in the Collateral; and (vii) in the case of the Security Collateral, (A) if any Pledged Debt shall be evidenced by a promissory note or other instrument with an individual amount in excess of $50,000,00050,000,000 (or such other amount as may be specified in the Credit Documents with respect to the ABL Obligations (as defined in any Applicable Intercreditor Agreement) (the “ABL Documents”)) from time to time), deliver and pledge to the Applicable Collateral Agent (as defined in any Applicable Intercreditor Agreement (the “Applicable Agent”)) such note or instrument duly indorsed and accompanied by duly executed instruments of transfer or assignment, all in form and substance reasonably satisfactory to the Notes Collateral Agent (provided that such documents shall be deemed to be in form and substance reasonably satisfactory to the Notes Collateral Agent if such documents are in form and substance reasonably satisfactory to the Applicable Agent) and (B) deliver and pledge to the Agent, Applicable Agent (in the case of the Notes Collateral Agent for the benefit of the Notes Secured Parties), certificates representing Pledged Equity that constitutes certificated securities, accompanied by undated stock powers executed in blank; provided that notwithstanding any other provision of this Agreement, none of the Grantors will be required to (I) take any action in any jurisdiction other than the United States of America (including any state thereof), or required by the laws of any such non-U.S. jurisdiction, or enter into any security agreement or pledge agreement governed by the laws of any such non-U.S. jurisdiction, in order to either create any security interests (or other Liens) in assets located or titled outside of the United States of America (including any state thereof) or to perfect any security interests (or other Liens) in any non-U.S. Collateral, (II) deliver landlord lien waivers, estoppels or collateral access letters, (III) file any fixture filing with respect to any security interest in fixtures affixed to or attached to any real property or (IV) take any action to perfect any Liens in any intellectual property created, registered or applied-for in any jurisdiction other than the United States of America; provided, further, that for so long as the Notes Collateral Agent is not the Applicable Agent, the Grantors shall only be required to take the actions enumerated in clauses (i), (ii), (iii), and (v) above, and shall only be required to take actions referred to in clause (vi) if they have been reasonably requested by the Applicable Agent pursuant to the ABL Documents.

Perfection and Protection of Security Interest. (a) Except as explicitly set forth herein or in the Credit AgreementAgreement and subject to the limitations set forth in the definition of Collateral and Guarantee Requirement, each Grantor Grantor, shall, at its expense, perform all steps reasonably requested in writing by the Collateral Agent at any time to perfect, maintain or protect the Collateral Agent’s Liens, including, without limiting any express threshold requirement set forth in this Section (a), below which threshold the action subject thereto shall not be required hereunder: (i) executing filings pursuant filing financing or continuation statements, and amendments thereof, in form and substance reasonably satisfactory to the UCC in the office of the secretary of state (or similar central filing office) of the relevant state(s)Collateral Agent; (ii) executing executing, delivering and/or filing and delivering customary filings recording in (A) the USPTO with respect to any Collateral constituting U.S. issued patents and registered trademarks and any applications therefor and (B) all appropriate offices in the United States Copyright Office and/ or Canada, the Intellectual Property Security Agreement (or similar document in a form reasonably acceptable to the Collateral Agent and the Borrower, governed by the laws of the Library of Congress (“USCO”) with respect to copyright registrations; (iii) causing certificates of title to be issued for all Titled GoodsUnited States and/or Canada, the Agent’s Lien to be noted thereon as applicable, in each case in accordance with the provisions of the Credit Agreement and the other Loan Documents to which such Grantor is a partyincorporated or organized); (iv) when an Event of Default pursuant to Section 10.1(a), (e), (f), (g), (h), (i) or (n) of the Credit Agreement has occurred and is continuing, at the reasonable request of the Agent, transferring Inventory to warehouses or other locations designated by the Agent; (viii) when an Event of Default has occurred and is continuingcontinuing and to the extent reasonably requested in writing by the Collateral Agent, placing notations on such Grantor’s books of account to disclose the Collateral Agent’s Liens; (iv) with respect to any Deposit Account, Securities Account or Commodity Accounts, the delivery of Control Agreements (to the extent required pursuant to Section 3(e)); (v) [reserved]; (vi) in the case of Chattel Paper with a value in excess of $500,000, the execution of a contractual obligation assigning control to the Collateral Agent over such Chattel Paper; (vii) taking such other steps as are deemed reasonably requested necessary or desirable by the Collateral Agent to maintain and protect the Collateral Agent’s Liens having at least the priority described in the CollateralSection 4; and (vii) in the case of the Security Collateral, (Aviii) if any Pledged Debt shall be evidenced by (other than any intercompany Debt) for borrowed money in a promissory note or other instrument with an individual principal amount in excess of $50,000,0001,000,000 (individually) is owing to any Grantor and such Pledged Debt is evidenced by a promissory note, deliver and pledge to the Agent such note or instrument duly indorsed and accompanied by duly executed promissory note, together with undated instruments of transfer or assignmentwith respect thereto endorsed in blank, to the Collateral Agent, all in form and substance reasonably satisfactory to the Collateral Agent, (ix) with respect to intercompany Debt, all Debt of the Borrower and/or its Subsidiaries that is owing to any Grantor (or Person required to become an Grantor) shall be evidenced by the Subordinated Intercompany Note, and, the Collateral Agent shall have received such Subordinated Intercompany Note duly executed by the Borrower, each such Subsidiary and each such other Grantor, together with undated instruments of transfer with respect thereto endorsed in blank, and (Bx) deliver and pledge to the Agent, Collateral Agent for the benefit of the Secured Parties, Parties certificates representing Pledged Equity that constitutes certificated securitiesStock (all of which Stock is hereby required to be certificated) issued to any Grantor by each Subsidiary of such Grantor and all other Pledged Stock (to the extent such Stock is certificated), accompanied by undated together with customary blank stock or unit transfer powers and irrevocable powers duly executed in blank; provided that . All Stock issued by a Grantor (other than Holdings) shall, at all times from and after the Closing Date, be certificated and be accompanied by customary blank stock or unit transfer powers and irrevocable powers duly executed in blank. For the avoidance of doubt, notwithstanding any other provision of this Agreementprovisions set forth herein, none of (i) the Grantors will shall not be required to (I) take file or record the Intellectual Property Security Agreement or any action in any jurisdiction other than agreement or filing related to the Grantors’ Intellectual Property outside the United States or Canada, and (ii) the Stock of America (including Holdings shall not be required to be pledged hereunder or under any state thereof), or required by the laws of any such non-U.S. jurisdiction, or enter into any security agreement or pledge agreement governed by the laws of any such non-U.S. jurisdiction, in order to either create any security interests (or other Liens) in assets located or titled outside of the United States of America (including any state thereof) or to perfect any security interests (or other Liens) in any non-U.S. Collateral, (II) deliver landlord lien waivers, estoppels or collateral access letters, (III) file any fixture filing with respect to any security interest in fixtures affixed to or attached to any real property or (IV) take any action to perfect any Liens in any intellectual property created, registered or applied-for in any jurisdiction other than the United States of AmericaLoan Documents.

Perfection and Protection of Security Interest. (a) Except as explicitly set forth herein or in the Credit Indenture and Additional Second Lien Agreements (if any) and subject to any Applicable Intercreditor Agreement, each Grantor shall, at its expense, perform all steps reasonably requested in writing by the Agent required to perfect, maintain or protect the Collateral Agent’s LiensLiens (subject, in each case, to the prior security interest granted to the First Lien Secured Parties as provided in any Applicable Intercreditor Agreement), including: (i) executing filings pursuant to the UCC in the office of the secretary of state (or similar central filing office) of the relevant state(s); (ii) executing and delivering customary filings in (A) the USPTO with respect to any Collateral constituting U.S. issued patents and registered trademarks and any applications therefor and (B) the United States Copyright Office of the Library of Congress (“USCO”) with respect to copyright registrations; (iii) causing certificates of title to be issued for all Titled Goods, the Collateral Agent’s Lien to be noted thereon thereon, in each case case, in accordance with the provisions of the Credit Agreement Indenture and the other Loan Second Lien Documents to which such Grantor is a party; (iv) when an Event of Default pursuant to Section 10.1(a), (e), (f), (g), (h), (i) or (n) of the Credit Agreement has occurred and is continuing, at the reasonable request of the Agent, transferring Inventory to warehouses or other locations designated by the Agent; (v) when an Event of Default has occurred and is continuing, placing notations on such Grantor’s books of account to disclose the Collateral Agent’s Liens; (viv) taking such other steps reasonably requested by the Agent necessary or desirable to maintain and protect the Collateral Agent’s Liens in the Collateral; and (viivi) in the case of the Security Collateral, (A) if any Pledged Debt shall be evidenced by a promissory note or other instrument with an individual amount in excess of $50,000,00050,000,000 (or such higher amount as may be specified in the comparable provision of the Credit Agreement Collateral Documents from time to time), deliver and pledge to the Applicable Agent such note or instrument duly indorsed and accompanied by duly executed instruments of transfer or assignment, all in form and substance reasonably satisfactory to the Applicable Agent and (B) deliver and pledge to the Applicable Agent (in the case of the Collateral Agent, for the benefit of the Secured Parties, ) certificates representing Pledged Equity that constitutes certificated securities, accompanied by undated stock powers executed in blank; provided that notwithstanding any other provision of this Agreement, none of the Grantors will be required to (I) take any action in any jurisdiction other than the United States of America (including any state thereof), or required by the laws of any such non-U.S. jurisdiction, or enter into any security agreement or pledge agreement governed by the laws of any such non-U.S. jurisdiction, in order to either create any security interests (or other Liens) in assets located or titled outside of the United States of America (including any state thereof) or to perfect any security interests (or other Liens) in any non-U.S. Collateral, (II) deliver landlord lien waivers, estoppels or collateral access letters, ; (III) file any fixture filing with respect to any security interest in fixtures affixed to or attached to any real property or (IV) take any action to perfect any Liens in any intellectual property created, registered or applied-for in any jurisdiction other than the United States of America.

Perfection and Protection of Security Interest. (a) Except as explicitly set forth herein or in the Credit Agreement, each Grantor shall, at its expense, perform all steps reasonably requested in writing by the Agent to perfect, maintain or protect the Agent’s Liens, including: (i) executing filings pursuant to the UCC in the office of the secretary of state (and filing financing or similar central filing office) of the relevant state(s)continuation statements, and amendments thereof; (ii) executing executing, delivering and/or filing and delivering customary filings recording in all appropriate offices the Intellectual Property Security Agreement (A) to the USPTO with respect extent required under the Credit Agreement or any other Loan Document to any Collateral constituting U.S. issued patents and registered trademarks and any applications therefor and (B) the United States Copyright Office of the Library of Congress (“USCO”) with respect to copyright registrationswhich such Grantor is a party); (iii) causing certificates of title to be issued for all Titled Goods, the Agent’s Lien to be noted thereon in each case in accordance with the provisions of the Credit Agreement and the other Loan Documents to which such Grantor is a party; (iv) when an Event of Default pursuant to Section Sections 10.1(a), (e), (f), (g), (h), (i) or and (n) of the Credit Agreement has occurred and is continuing, at the reasonable request of the Agent, transferring Inventory to warehouses or other locations designated by the Agent; (v) when an Event of Default has occurred and is continuing, placing notations on such Grantor’s books of account to disclose the Agent’s Liens; (vi) taking such other steps reasonably requested by the Agent to maintain and protect the Agent’s Liens in the Collateral; Collateral and (vii) in the case of the Security Collateral, (A) if any Pledged Debt shall be evidenced by a promissory note or other instrument with an individual amount in excess of $50,000,00010,000,000, deliver and pledge to the Agent hereunder such note or instrument duly indorsed and accompanied by duly executed instruments of transfer or assignment, all in form and substance reasonably satisfactory to the Agent and (B) deliver and pledge to the Agent, Agent for the benefit of the Secured Parties, Parties certificates representing Pledged Equity that constitutes certificated securities, accompanied by undated stock powers executed in blank; provided that notwithstanding any other provision of this Agreement, none of the Grantors will be required to (Ii) take any action in any jurisdiction other than the United States of America (including any state thereof), or required by the laws of any such non-U.S. jurisdiction, or enter into any security agreement or pledge agreement governed by the laws of any such non-U.S. jurisdiction, in order to either create any security interests (or other Liens) in assets located or titled outside of the United States of America (including any state thereof) or to perfect any security interests (or other Liens) in any non-U.S. Collateral, (IIii) deliver landlord lien waivers, estoppels or collateral access letters, letters or (IIIiii) file any fixture filing with respect to any security interest in fixtures affixed to or attached to any real property or (IV) take any action to perfect any Liens in any intellectual property created, registered or applied-for in any jurisdiction other than the United States of Americaproperty.

Perfection and Protection of Security Interest. (a) Except as explicitly set forth herein or in the Credit Agreement, each Grantor shall, at its expense, perform all steps reasonably requested in writing by the Agent at any time to perfect, maintain or protect the Agent’s Liens, including: (i) executing filings pursuant and filing financing or financing change statements, and amendments thereof, in form and substance reasonably satisfactory to the UCC in the office of the secretary of state (or similar central filing office) of the relevant state(s)Agent; (ii) executing and delivering customary filings in (A) the USPTO with respect to any Collateral constituting U.S. issued patents and registered trademarks and any applications therefor and (B) the United States Copyright Office causing Certificates of the Library of Congress (“USCO”) with respect to copyright registrations; (iii) causing certificates of title Title to be issued for all Titled Goods, the Agent’s Lien to be noted thereon thereon, and in each case completing all actions necessary to perfect a first-priority security interest in all such Grantors Titled Goods in accordance with the provisions of the Loan Documents and causing to be delivered to the Agent copies of duly recorded certificates of title, the PPSA filings and other documents reasonably satisfactory to the Agent (and at a minimum naming the Agent a lien holder, secured party, legal owner, or such other capacity as appropriate in such filing); (iii) executing, delivering and/or filing and recording in all appropriate offices of the Intellectual Property Security Agreement (to the extent required under the Credit Agreement and the or any other Loan Documents Document to which such Grantor is a party); (iv) delivering to the Agent warehouse receipts covering any portion of the Collateral located in warehouses and for which warehouse receipts are issued; (v) when an Event of Default pursuant to Section Sections 10.1(a), (c)(i), (e), (f), (g), (h), (i) or and (n) of the Credit Agreement has occurred and is continuing, at the reasonable request of the Agent, Agent transferring Inventory to warehouses or other locations designated by the Agent; (vvi) when an Event of Default has occurred and is continuing, placing notations on such Grantor’s books of account to disclose the Agent’s Liens; (vi) taking such other steps reasonably requested by the Agent to maintain and protect the Agent’s Liens in the Collateral; and (vii) in the case of any Collateral that is or represents any indebtedness owed to the Security Collateral, (A) if Grantor including any Pledged Debt shall be evidenced debts represented by a promissory note or other instrument with an individual amount in excess of $50,000,000, 5,000,000 deliver and pledge to the Agent hereunder such note or instrument duly indorsed and accompanied by duly executed instruments of transfer or assignment, all in form and substance reasonably satisfactory to the Agent and (B) deliver and pledge to the Agent, for the benefit of the Secured Parties, certificates representing Pledged Equity that constitutes certificated securities, accompanied by undated stock powers executed in blank; provided that notwithstanding any other provision of this Agreement, none of the Grantors will be required to and (I) take any action in any jurisdiction other than the United States of America (including any state thereof), or required by the laws of any such non-U.S. jurisdiction, or enter into any security agreement or pledge agreement governed by the laws of any such non-U.S. jurisdiction, in order to either create any security interests (or other Liens) in assets located or titled outside of the United States of America (including any state thereof) or to perfect any security interests (or other Liensviii) in any non-U.S. Collateral, taking such other steps as are deemed reasonably necessary or desirable by the Agent to maintain and protect the Agent’s Liens and take all action necessary to ensure that the Agent has control of Collateral consisting of investment property as such term is defined in the STA (II) deliver landlord lien waivers, estoppels or collateral access letters, (III) file any fixture filing with respect to any security interest in fixtures affixed to or attached to any real property or (IV) take any action to perfect any Liens in any intellectual property created, registered or applied-for in any jurisdiction other than the United States of Americaas defined below).

Perfection and Protection of Security Interest. (a) Except as explicitly set forth herein or in the Credit Agreement and subject to any Applicable Intercreditor Agreement, each Grantor shall, at its expense, perform all steps reasonably requested in writing by the Agent to perfect, maintain or protect the Agent’s Liens, including: including (subject in each case to any Applicable Intercreditor Agreement): (i) executing filings pursuant to the UCC in the office of the secretary of state (or similar central filing office) of the relevant state(s); (ii) executing and delivering customary filings in (A) the USPTO with respect to any Collateral constituting U.S. issued patents and registered trademarks and any applications therefor and (B) the United States Copyright Office of the Library of Congress (“USCO”) with respect to copyright registrations; (iii) causing certificates of title to be issued for all Titled Goods, the Agent’s Lien to be noted thereon in each case in accordance with the provisions of the Credit Agreement and the other Loan Documents to which such Grantor is a party; (iv) subject to any Applicable Intercreditor Agreement, when an Event of Default pursuant to Section 10.1(aSections 11.1(a), (e), (f), (g), (h), (i) or (nm) of the Credit Agreement has occurred and is continuing, at the reasonable request of the Agent, transferring Inventory to warehouses or other locations designated by the Agent; (v) when an Event of Default has occurred and is continuing, placing notations on such Grantor’s books of account to disclose the Agent’s Liens; (vi) taking such other steps reasonably requested by the Agent to maintain and protect the Agent’s Liens in the Collateral; and (vii) in the case of the Security Collateral, (A) if any Pledged Debt shall be evidenced by a promissory note or other instrument with an individual amount in excess of $50,000,00050,000,000 (or such other amount as may be specified in the ABL Security Agreement (as defined in any Applicable Intercreditor Agreement (the “ABL Security Agreement”)) from time to time), deliver and pledge to the Applicable Collateral Agent (as defined in any Applicable Intercreditor Agreement (the “Applicable Agent”)) such note or instrument duly indorsed and accompanied by duly executed instruments of transfer or assignment, all in form and substance reasonably satisfactory to the Agent (provided that such documents shall be deemed to be in form and substance reasonably satisfactory to the Agent if such documents are in form and substance reasonably satisfactory to the Applicable Agent) and (B) deliver and pledge to the Agent, Applicable Agent (in the case of the Agent for the benefit of the Secured Parties), certificates representing Pledged Equity that constitutes certificated securities, accompanied by undated stock powers executed in blank; provided that notwithstanding any other provision of this Agreement, none of the Grantors will be required to (Ia) take any action in any jurisdiction other than the United States of America (including any state thereof), or required by the laws of any such non-U.S. jurisdiction, or enter into any security agreement or pledge agreement governed by the laws of any such non-U.S. jurisdiction, in order to either create any security interests (or other Liens) in assets located or titled outside of the United States of America (including any state thereof) or to perfect any security interests (or other Liens) in any non-U.S. Collateral, (IIb) deliver landlord lien waivers, estoppels or collateral access letters, letters or (IIIc) file any fixture filing with respect to any security interest in fixtures affixed to or attached to any real property or property; provided, further, that for so long as the Agent is not the Applicable Agent, the Grantors shall only be required to take the actions enumerated in clauses (IVi), (ii), (iii), and (v) above, and shall only be required to take any action actions referred to perfect any Liens in any intellectual property created, registered or applied-for in any jurisdiction other than clause (vi) if they have been reasonably requested by the United States of AmericaApplicable Agent pursuant to the ABL Security Agreement.

Perfection and Protection of Security Interest. (a) Except as explicitly set forth herein or in the Credit Agreement, each Grantor The Borrower shall, at its expense, perform all steps reasonably requested in writing by the Agent at any time to perfect, maintain or protect maintain, protect, and enforce the Agent’s 's Liens, including, without limitation: (i) executing, delivering and/or filing and recording of the Mortgage(s), the Trademark Patent and Copyright Agreements and/or amendments thereto and executing filings pursuant and filing financing or continuation statements, and amendments thereof, in form and substance reasonably satisfactory to the UCC in the office of the secretary of state (or similar central filing office) of the relevant state(s)Agent; (ii) executing delivering to the Agent the originals of all instruments, documents, and delivering customary filings chattel paper, and all other Collateral having a value in excess of $250,000 in the aggregate of which the Agent determines it should have physical possession in order to perfect and protect the Agent's security interest therein (A) other than Secured Sale/Leaseback Collateral), duly pledged, endorsed or assigned to the USPTO Agent without restriction; provided that with respect to any Collateral constituting U.S. issued patents and registered trademarks and any applications therefor and (B) that constitutes Shared Collateral, the United States Copyright Office Collateral Agent may continue to remain in possession thereof, subject to the terms of the Library of Congress (“USCO”) Pledge Agreement, the Parent Pledge Agreement and the Intercreditor Agreement, and with respect to copyright registrationsany other Collateral constituting capital stock of the Borrower or any of its Subsidiaries, the Borrower shall cause the stock certificates evidencing same to be delivered to the Agent, together with duly executed undated stock powers therefor; (iii) causing certificates of title delivering to be issued for all Titled Goods, the Agent’s Lien to be noted thereon in each case in accordance with the provisions Agent negotiable warehouse receipts covering any portion of the Credit Agreement Collateral (other than Secured Sale/Leaseback Collateral) located in warehouses and the other Loan Documents to for which such Grantor is a partynegotiable warehouse receipts are issued; (iv) when an Event of Default pursuant to Section 10.1(a), (e), (f), (g), (h), (i) or (n) of the Credit Agreement has occurred and is continuing, at the reasonable request of the Agentexists, transferring Inventory to warehouses or other locations designated by the Agent; (v) when an Event of Default has occurred and is continuing, placing notations on such Grantor’s the Borrower's books of account to disclose the Agent’s Liens's security interest; (vi) delivering to the Agent all letters of credit (other than Secured Sale/Leaseback Collateral) on which the Borrower is named beneficiary; and (vii) taking such other steps as are deemed necessary or reasonably requested desirable by the Agent to maintain and protect the Agent’s Liens in 's Liens. To the Collateral; and (vii) in extent permitted by applicable law, the case of Agent may file, without the Security CollateralBorrower's signature, (A) if any Pledged Debt shall be evidenced by one or more financing statements disclosing the Agent's Liens. The Borrower agrees that a promissory note carbon, photographic, photostatic, or other instrument with an individual amount in excess of $50,000,000, deliver and pledge to the Agent such note or instrument duly indorsed and accompanied by duly executed instruments of transfer or assignment, all in form and substance reasonably satisfactory to the Agent and (B) deliver and pledge to the Agent, for the benefit of the Secured Parties, certificates representing Pledged Equity that constitutes certificated securities, accompanied by undated stock powers executed in blank; provided that notwithstanding any other provision reproduction of this Agreement, none Agreement or of the Grantors will be required to (I) take any action in any jurisdiction other than the United States of America (including any state thereof), or required by the laws of any such non-U.S. jurisdiction, or enter into any security agreement or pledge agreement governed by the laws of any such non-U.S. jurisdiction, in order to either create any security interests (or other Liens) in assets located or titled outside of the United States of America (including any state thereof) or to perfect any security interests (or other Liens) in any non-U.S. Collateral, (II) deliver landlord lien waivers, estoppels or collateral access letters, (III) file any fixture filing with respect to any security interest in fixtures affixed to or attached to any real property or (IV) take any action to perfect any Liens in any intellectual property created, registered or applied-for in any jurisdiction other than the United States of Americaa financing statement is sufficient as a financing statement.

Perfection and Protection of Security Interest. (a) Except as explicitly set forth herein or in the Credit Agreement, each Grantor Each Borrower shall, as applicable, at its such Borrower’s expense, perform all steps reasonably requested in writing by the Agent at any time to perfect, maintain or protect maintain, protect, and enforce the Agent’s Liens, including: (i) executing, delivering, and/or filing and recording of the Mortgages, the Ship Mortgage, and any Copyright, Patent, and Trademark Agreements, and executing filings pursuant and filing financing or continuation statements, and amendments thereof, in form and substance satisfactory to the UCC Agent; and (ii) upon a Default or an Event of Default, (A) delivering to the Agent (i) the originals of all instruments, documents, and chattel paper, and all other Collateral of which the Agent determines it should have physical possession in order to perfect and protect the office of Agent’s security interest therein, duly pledged, endorsed, or assigned to the secretary of state (or similar central filing office) of the relevant state(s)Agent without restriction; (ii) executing warehouse receipts covering any portion of the Collateral located in warehouses and delivering customary filings in for which warehouse receipts are issued, (Aiii) certificates of title covering any portion of the USPTO with respect Collateral for which certificates of title have been issued other than any certificate of title or equivalent certificate relating to any Collateral constituting U.S. issued patents the Ship; and registered trademarks and any applications therefor and (iv) all letters of credit on which such Borrower is named beneficiary; (B) the United States Copyright Office of the Library of Congress (“USCO”) with respect to copyright registrations; (iii) causing certificates of title to be issued for all Titled Goods, the Agent’s Lien to be noted thereon in each case in accordance with the provisions of the Credit Agreement and the other Loan Documents to which such Grantor is a party; (iv) when an Event of Default pursuant to Section 10.1(a), (e), (f), (g), (h), (i) or (n) of the Credit Agreement has occurred and is continuing, at the reasonable request of the Agent, transferring Inventory inventory to warehouses or other locations designated by the Agent; (vC) when an Event of Default has occurred and is continuing, placing notations on such GrantorBorrower’s (as applicable) books of account to disclose the Agent’s Liens; (vi) taking such other steps reasonably requested by the Agent to maintain and protect the Agent’s Liens in the Collateral; and (vii) in the case of the Security Collateral, (A) if any Pledged Debt shall be evidenced by a promissory note or other instrument with an individual amount in excess of $50,000,000, deliver and pledge to the Agent such note or instrument duly indorsed and accompanied by duly executed instruments of transfer or assignment, all in form and substance reasonably satisfactory to the Agent and (B) deliver and pledge to the Agent, for the benefit of the Secured Parties, certificates representing Pledged Equity that constitutes certificated securities, accompanied by undated stock powers executed in blank; provided that notwithstanding any other provision of this Agreement, none of the Grantors will be required to (I) take any action in any jurisdiction other than the United States of America (including any state thereof), or required by the laws of any such non-U.S. jurisdiction, or enter into any security agreement or pledge agreement governed by the laws of any such non-U.S. jurisdiction, in order to either create any security interests (or other Liens) in assets located or titled outside of the United States of America (including any state thereof) or to perfect any security interests (or other Liens) in any non-U.S. Collateral, (II) deliver landlord lien waivers, estoppels or collateral access letters, (III) file any fixture filing with respect to any security interest in fixtures affixed to or attached to any real property or (IV) take any action to perfect any Liens in any intellectual property created, registered or applied-for in any jurisdiction other than the United States of Americainterest.

Perfection and Protection of Security Interest. (a) Except as explicitly set forth herein or in the Credit Agreement and subject to any Applicable Intercreditor Agreement, each Grantor shall, at its expense, perform all steps reasonably requested in writing by the Agent to perfect, maintain or protect the Agent’s Liens, including: including (subject in each case to any Applicable Intercreditor Agreement): (i) executing filings pursuant to the UCC in the office of the secretary of state (or similar central filing office) of the relevant state(s); (ii) executing and delivering customary filings in (A) the USPTO with respect to any Collateral constituting U.S. issued patents and registered trademarks and any applications therefor and (B) the United States Copyright Office of the Library of Congress (“USCO”) with respect to copyright registrations; (iii) causing certificates of title to be issued for all Titled Goods, the Agent’s Lien to be noted thereon in each case in accordance with the provisions of the Credit Agreement and the other Loan Documents to which such Grantor is a party; (iv) subject to any Applicable Intercreditor Agreement, when an Event of Default pursuant to Section 10.1(aSections 11.1(a), (e), (f), (g), (h), (i) or (nm) of the Credit Agreement has occurred and is continuing, at the reasonable request of the Agent, transferring Inventory to warehouses or other locations designated by the Agent; (v) when an Event of Default has occurred and is continuing, placing notations on such Grantor’s books of account to disclose the Agent’s Liens; (vi) taking such other steps reasonably requested by the Agent to maintain and protect the Agent’s Liens in on the Collateral; and (vii) in the case of the Security Collateral, (A) if any Pledged Debt shall be evidenced by a promissory note or other instrument with an individual amount in excess of $50,000,00050,000,000 (or such other amount as may be specified in the ABL Security Agreement (as defined in any Applicable Intercreditor Agreement (the “ABL Security Agreement”)) from time to time), deliver and pledge to the Applicable Collateral Agent (as defined in any Applicable Intercreditor Agreement (the “Applicable Agent”)) such note or instrument duly indorsed and accompanied by duly executed instruments of transfer or assignment, all in form and substance reasonably satisfactory to the Agent (provided that such documents shall be deemed to be in form and substance reasonably satisfactory to the Agent if such documents are in form and substance reasonably satisfactory to the Applicable Agent) and (B) deliver and pledge to the Agent, Applicable Agent (in the case of the Agent for the benefit of the Secured Parties), certificates representing Pledged Equity that constitutes certificated securities, accompanied by undated stock powers executed in blank; provided that notwithstanding any other provision of this Agreement, none of the Grantors will be required to (Ia) take any action in any jurisdiction other than the United States of America (including any state thereof), or required by the laws of any such non-U.S. jurisdiction, or enter into any security agreement or pledge agreement governed by the laws of any such non-U.S. jurisdiction, in order to either create any security interests (or other Liens) in assets located or titled outside of the United States of America (including any state thereof) or to perfect any security interests (or other Liens) in any non-U.S. Collateral, (IIb) deliver landlord lien waivers, estoppels or collateral access letters, (IIIc) file any fixture filing with respect to any security interest in fixtures affixed to or attached to any real property or (IVd) take any action to perfect any Liens in on any intellectual property created, registered or applied-for in any jurisdiction other than the United States of America; provided, further, that for so long as the Agent is not the Applicable Agent, the Grantors shall only be required to take the actions enumerated in clauses (i), (ii), (iii), and (v) above, and shall only be required to take actions referred to in clause (vi) if they have been reasonably requested by the Applicable Agent pursuant to the ABL Security Agreement.

Perfection and Protection of Security Interest. (a) Except as explicitly set forth herein or in the Credit Agreement, each Grantor Each Borrower shall, at its expense, perform all steps reasonably requested in writing by the Agent at any time to perfect, maintain or protect maintain, protect, and enforce the Agent’s 's Liens, including: (i) executing, delivering and/or filing and recording of the Mortgages, the Notices of Grant of Security Interests in Patents and the Notices of Grant of Security Interests in Trademarks and executing filings pursuant and filing financing or continuation statements, and amendments thereof, in form and substance reasonably satisfactory to the UCC in the office of the secretary of state (or similar central filing office) of the relevant state(s)Agent; (ii) executing delivering to the Agent the originals of all instruments, documents, and delivering customary filings chattel paper, and all other Collateral of which the Agent determines it should have physical possession in (A) order to perfect and protect the USPTO with respect Agent's security interest therein, duly pledged, endorsed or assigned to any Collateral constituting U.S. issued patents and registered trademarks and any applications therefor and (B) the United States Copyright Office of the Library of Congress (“USCO”) with respect to copyright registrationsAgent without restriction; (iii) causing delivering to the Agent warehouse receipts covering any portion of the Collateral located in warehouses and for which warehouse receipts are issued and certificates of title to be issued for all Titled Goods, the Agent’s Lien to be noted thereon in each case in accordance with the provisions covering any portion of the Credit Agreement and the other Loan Documents to collateral for which such Grantor is a partycertificates of title have been issued; (iv) when an Event of Default pursuant to Section 10.1(a), (e), (f), (g), (h), (i) or (n) of the Credit Agreement has occurred and is continuing, at the reasonable request of the Agentexists, transferring Inventory to warehouses or other locations designated by the Agent; (v) when an Event of Default has occurred and is continuing, placing notations on such Grantor’s Borrower's books of account to disclose the Agent’s Liens's security interest; (vi) delivering to the Agent all letters of credit on which such Borrower is named beneficiary; and (vii) taking such other steps reasonably requested as are deemed necessary or desirable by the Agent to maintain and protect the Agent’s Liens in 's Liens. To the Collateral; and (vii) in extent permitted by applicable law, the case of Agent may file, without applicable Borrower's signature, one or more financing statements disclosing the Security CollateralAgent's Liens. Each Borrower agrees that a carbon, (A) if any Pledged Debt shall be evidenced by a promissory note photographic, photostatic, or other instrument with an individual amount in excess of $50,000,000, deliver and pledge to the Agent such note or instrument duly indorsed and accompanied by duly executed instruments of transfer or assignment, all in form and substance reasonably satisfactory to the Agent and (B) deliver and pledge to the Agent, for the benefit of the Secured Parties, certificates representing Pledged Equity that constitutes certificated securities, accompanied by undated stock powers executed in blank; provided that notwithstanding any other provision reproduction of this Agreement, none Agreement or of the Grantors will be required to (I) take any action in any jurisdiction other than the United States of America (including any state thereof), or required by the laws of any such non-U.S. jurisdiction, or enter into any security agreement or pledge agreement governed by the laws of any such non-U.S. jurisdiction, in order to either create any security interests (or other Liens) in assets located or titled outside of the United States of America (including any state thereof) or to perfect any security interests (or other Liens) in any non-U.S. Collateral, (II) deliver landlord lien waivers, estoppels or collateral access letters, (III) file any fixture filing with respect to any security interest in fixtures affixed to or attached to any real property or (IV) take any action to perfect any Liens in any intellectual property created, registered or applied-for in any jurisdiction other than the United States of Americaa financing statement is sufficient as a financing statement.

Perfection and Protection of Security Interest. (a) Except as explicitly set forth herein or in Each Borrower and ---------------------------------------------- the Credit Agreement, each Grantor Guarantor shall, at its own expense, perform perform, do, execute and deliver all steps reasonably steps, acts, things and documents as may be requested in writing by the Agent or a Lender at any time to register, file, signify, publish, perfect, maintain or maintain, protect and enforce the Agent’s LiensSecurity Interest including, includingwithout limitation: (ia) executing, registering and recording of the Loan Documents and executing filings pursuant and filing financing or continuation statements or applications for registration, and amendments thereof, in form and substance satisfactory to the UCC in the office of the secretary of state (or similar central filing office) of the relevant state(s)Agent and Lenders; (iib) executing and delivering customary filings in to the Agent or a Lender (Aas directed) the USPTO with respect to any Collateral constituting U.S. issued patents and registered trademarks and any applications therefor and (B) original certificates of title for all motor vehicles titled or domiciled in the United States Copyright Office with the Security Interest properly endorsed thereon if available; (c) delivering to the Agent or a Lender (as directed) the originals of all instruments, documents, chattel paper and all other Collateral of which the Agent or a Lender (as directed) determines it should have physical possession in order to perfect and protect the Security Interest therein, duly endorsed or assigned to the Agent or a Lender (as directed) without restriction; (d) delivering to the Agent warehouse receipts covering any portion of the Library of Congress (“USCO”) with respect to copyright registrationsCollateral located in warehouses and for which warehouse receipts are issued; (iiie) causing certificates of title to be issued for all Titled Goods, the Agent’s Lien to be noted thereon in each case in accordance with the provisions of the Credit Agreement and the other Loan Documents to which such Grantor is a party; (iv) when after an Event of Default pursuant to Section 10.1(a), (e), (f), (g), (h), (i) or (n) of the Credit Agreement has occurred and is continuing, at the reasonable request of the AgentDefault, transferring Inventory to warehouses or other locations designated by the AgentAgent or a Lender (as directed); (vf) when an Event of Default has occurred and is continuing, placing notations on such Grantor’s the Borrowers' and Guarantor's books of account to disclose the Agent’s LiensSecurity Interest; (vig) executing and delivering to the Agent and/or a Lender (as directed) a hypothecation or security agreement relating to the Reversions in form and substance satisfactory to the Agent; (h) delivering to the Agent or, as requested, its applicable Lender all letters of credit on which a Borrower or Guarantor is named beneficiary; and (i) taking such other steps reasonably requested as are deemed necessary by the Agent or a Lender to maintain the Security Interest and protect the Agent’s Liens priority thereof. To the extent permitted by applicable law, the Agent or either of the Lenders may file, without the Borrowers' or the Guarantor's signature, one or more financing statements disclosing the Security Interest. Each of the Borrowers and the Guarantor agrees that a carbon, photographic, photostatic or other reproduction of any Loan Document or of a financing statement is sufficient as a financing statement. If any Collateral is at any time in the Collateral; possession or control of any warehouseman, bailee or any of any Borrower's or the Guarantor's agents or processors, then such Borrower or the Guarantor, as applicable, shall notify the Agent and (vii) in the case its applicable Lender thereof and shall notify such Person of the Security CollateralInterest in such Collateral and, upon the Agent's or a Lender's (Aas directed) if any Pledged Debt shall be evidenced by a promissory note request, instruct such Person to hold all such Collateral for the Agent's account subject to the Agent's instructions. From time to time, each Borrower or other instrument with an individual amount in excess of $50,000,000the Guarantor, as applicable shall, upon the Agent's request, execute and deliver and pledge confirmatory written instruments pledging or hypothecating to the Agent such note or instrument duly indorsed a Lender (as directed) the Collateral, but any Borrower's or the Guarantor's failure to do so shall not affect or limit the Security Interest or the Agent's and/or Lenders' other rights in and accompanied by duly executed instruments of transfer or assignment, all in form and substance reasonably satisfactory to the Agent Collateral. So long as this Agreement is in effect and until all Obligations have been fully satisfied, the Security Interest shall continue in full force and effect in all Collateral (B) deliver and pledge to the Agent, whether or not deemed eligible for the benefit purpose of calculating the Secured PartiesCanadian Availability or U.S. Availability or as the basis for any advance, certificates representing Pledged Equity that constitutes certificated securitiesloan, accompanied by undated stock powers executed in blank; provided that notwithstanding any other provision extension of this Agreement, none of the Grantors will be required to (I) take any action in any jurisdiction other than the United States of America (including any state thereof)credit, or required by the laws of any such non-U.S. jurisdiction, or enter into any security agreement or pledge agreement governed by the laws of any such non-U.S. jurisdiction, in order to either create any security interests (or other Liens) in assets located or titled outside of the United States of America (including any state thereof) or to perfect any security interests (or other Liens) in any non-U.S. Collateral, (II) deliver landlord lien waivers, estoppels or collateral access letters, (III) file any fixture filing with respect to any security interest in fixtures affixed to or attached to any real property or (IV) take any action to perfect any Liens in any intellectual property created, registered or applied-for in any jurisdiction other than the United States of Americafinancial accommodation).

Perfection and Protection of Security Interest. (a) Except The Company agrees that it shall perform, execute and deliver all acts, agreements, and other documents as explicitly set forth herein or in the Credit Agreement, each Grantor shall, at its expense, perform all steps may be reasonably requested in writing by the Agent Lender at any time to register, file, signify, publish, perfect, maintain or protect maintain, protect, and enforce the Agent’s Liens, including: Security Interest including (i) executing filings pursuant executing, recording and filing of this security agreement and any other Loan Documents and financing or continuation statements in connection therewith, in form and substance satisfactory to the UCC Lender, acting reasonably, and pay all taxes, fees and other charges payable in the office of the secretary of state (or similar central filing office) of the relevant state(s); connection therewith, (ii) executing delivering to the Lender the originals of all instruments, documents and delivering customary filings chattel paper and all other Collateral of which the Lender reasonably determines it should have physical possession in (A) order to perfect and protect the USPTO Security Interest, duly endorsed or assigned to the Lender, other than certificates or instruments representing or evidencing any ULC/LLC Interests or Partnership Interests which shall be delivered with respect powers of attorney duly endorsed for transfer in blank but shall not be endorsed or assigned until the Security Interest in the ULC/LLC Interests has become enforceable and the Lender has exercised realization and enforcement rights pursuant to any Collateral constituting U.S. issued patents and registered trademarks and any applications therefor and (B) the United States Copyright Office Section 5.6 of the Library of Congress (“USCO”) with respect to copyright registrations; this security agreement, (iii) causing certificates of title delivering to be issued for all Titled Goods, the Agent’s Lien to be noted thereon in each case in accordance with the provisions Lender warehouse receipts covering any portion of the Credit Agreement Collateral located in warehouses and the other Loan Documents to for which such Grantor is a party; warehouse receipts are listed, (iv) when an Event of Default pursuant to Section 10.1(a), (e), (f), (g), (h), (i) or (n) of the Credit Agreement has occurred and is continuing, at the reasonable request of the Agent, transferring Inventory to warehouses or other locations designated by the Agent; (v) when an Event of Default has occurred and is continuing, placing notations on such Grantor’s its books of account to disclose the Agent’s Liens; Security Interest, (v) delivering to the Lender all letters of credit on which the Company is named beneficiary, and (vi) taking such other steps reasonably requested as are deemed necessary by the Agent Lender, acting reasonably, to maintain and protect the Agent’s Liens in the Collateral; and (vii) in the case of the Security Collateral, (A) if any Pledged Debt shall be evidenced by a promissory note or other instrument with an individual amount in excess of $50,000,000, deliver and pledge to the Agent such note or instrument duly indorsed and accompanied by duly executed instruments of transfer or assignment, all in form and substance reasonably satisfactory to the Agent and (B) deliver and pledge to the Agent, for the benefit of the Secured Parties, certificates representing Pledged Equity that constitutes certificated securities, accompanied by undated stock powers executed in blank; provided that notwithstanding any other provision of this Agreement, none of the Grantors will be required to (I) take any action in any jurisdiction other than the United States of America (including any state thereof), or required by the laws of any such non-U.S. jurisdiction, or enter into any security agreement or pledge agreement governed by the laws of any such non-U.S. jurisdiction, in order to either create any security interests (or other Liens) in assets located or titled outside of the United States of America (including any state thereof) or to perfect any security interests (or other Liens) in any non-U.S. Collateral, (II) deliver landlord lien waivers, estoppels or collateral access letters, (III) file any fixture filing with respect to any security interest in fixtures affixed to or attached to any real property or (IV) take any action to perfect any Liens in any intellectual property created, registered or applied-for in any jurisdiction other than the United States of AmericaInterest.

Perfection and Protection of Security Interest. (a) Except as explicitly set forth herein or in the Credit Agreement, each Grantor The Borrower shall, and shall cause each Guarantor to, at its Borrower's expense, perform all steps reasonably requested in writing by the Agent at any time to perfect, maintain or protect maintain, protect, and enforce the Agent’s 's Liens, including, without limitation: (i) executing, delivering and/or filing and recording of the Mortgages, the Intellectual Property Security Agreement, the Pledge Agreement and the Guarantor Collateral Documents and executing filings pursuant and filing financing or continuation statements, and amendments thereof, in form and substance satisfactory to the UCC in the office of the secretary of state (or similar central filing office) of the relevant state(s)Agent; (ii) executing delivering to the Agent the originals of all instruments, documents, and delivering customary filings chattel paper, and all other Collateral, Pledged Collateral and Guarantor Collateral of which the Agent determines it should have physical possession in (A) order to perfect and protect the USPTO with respect Agent's security interest therein, duly pledged, endorsed or assigned to any Collateral constituting U.S. issued patents and registered trademarks and any applications therefor and (B) the United States Copyright Office of the Library of Congress (“USCO”) with respect to copyright registrationsAgent without restriction; (iii) causing certificates of title delivering to be issued for all Titled Goods, the Agent’s Lien to be noted thereon in each case in accordance with the provisions Agent warehouse receipts covering any portion of the Credit Agreement Collateral located in warehouses and the other Loan Documents to for which such Grantor is a partywarehouse receipts are issued; (iv) when an Event of Default pursuant to Section 10.1(a), (e), (f), (g), (h), (i) or (n) of the Credit Agreement has occurred and is continuing, at the reasonable request of the Agentexists, transferring Inventory to warehouses or other locations designated by the Agent; (v) when an Event of Default has occurred and is continuing, placing notations on such Grantor’s the Borrower's and each Guarantor's books of account to disclose the Agent’s Liens's security interest; (vivii) delivering to the Agent all letters of credit on which the Borrower or LDM Canada is named beneficiary; and (viii) taking such other steps reasonably requested as are deemed necessary or desirable by the Agent to maintain and protect the Agent’s Liens in 's Liens. To the Collateral; and (vii) in extent permitted by applicable law, the case of Agent may file, without the Security CollateralBorrower's or a Guarantor's signature, (A) if any Pledged Debt shall be evidenced by one or more financing statements disclosing the Agent's Liens. The Borrower agrees that a promissory note carbon, photographic, photostatic, or other instrument with an individual amount in excess of $50,000,000, deliver and pledge to the Agent such note or instrument duly indorsed and accompanied by duly executed instruments of transfer or assignment, all in form and substance reasonably satisfactory to the Agent and (B) deliver and pledge to the Agent, for the benefit of the Secured Parties, certificates representing Pledged Equity that constitutes certificated securities, accompanied by undated stock powers executed in blank; provided that notwithstanding any other provision reproduction of this Agreement, none Agreement or of the Grantors will be required to (I) take any action in any jurisdiction other than the United States of America (including any state thereof), or required by the laws of any such non-U.S. jurisdiction, or enter into any security agreement or pledge agreement governed by the laws of any such non-U.S. jurisdiction, in order to either create any security interests (or other Liens) in assets located or titled outside of the United States of America (including any state thereof) or to perfect any security interests (or other Liens) in any non-U.S. Collateral, (II) deliver landlord lien waivers, estoppels or collateral access letters, (III) file any fixture filing with respect to any security interest in fixtures affixed to or attached to any real property or (IV) take any action to perfect any Liens in any intellectual property created, registered or applied-for in any jurisdiction other than the United States of Americaa financing statement is sufficient as a financing statement.

Perfection and Protection of Security Interest. (a) Except as explicitly set forth herein or in the Credit Agreement, each The Grantor shall, at its expense, perform all steps requested by the Agent at any time and reasonably requested in writing deemed necessary by the Agent to perfect, maintain or maintain, protect and enforce the Agent’s LiensLiens on the Collateral, including: (i) executing filings pursuant executing, delivering and/or filing and recording of any Security Documents required to be delivered in accordance with the Credit Agreement and filing or authorizing the Agent to file financing or financing change statements, and amendments thereof, in form and substance reasonably satisfactory to the UCC in the office of the secretary of state (or similar central filing office) of the relevant state(s)Agent; (ii) executing and delivering customary filings to the Agent the originals of all Instruments that are Collateral from any single obligor having a value in (A) excess of $250,000 and, upon the USPTO with respect to any Collateral constituting U.S. issued patents and registered trademarks and any applications therefor and (B) the United States Copyright Office of the Library of Congress (“USCO”) with respect to copyright registrations; (iii) causing certificates of title to be issued for all Titled Goods, the Agent’s Lien to be noted thereon in each case in accordance with the provisions of the Credit Agreement and the other Loan Documents to which such Grantor is a party; (iv) when an Event of Default pursuant to Section 10.1(a), (e), (f), (g), (h), (i) or (n) of the Credit Agreement has occurred and is continuing, at the reasonable written request of the Agent, transferring Inventory documents and chattel paper that is, or represents Collateral of the Grantor from any single obligor having a value in excess of $250,000, and all other Collateral of which the Agent reasonably determines it should have physical possession in order to warehouses or other locations designated by perfect and protect the Agent's security interest therein, duly pledged, endorsed or assigned to the Agent without restriction; (viii) delivering to the Agent upon the Agent's Written request made after the occurrence and during the continuance of an Event of Default, warehouse receipts, pipeline operator receipts or receipts relating to any facility where any Collateral is located, and for which receipts are issued and certificates of title covering any portion of the Collateral for which certificates of title have been issued; (iv) when an Event of Default has occurred and is continuing, transferring its Inventory to warehouses, pipelines, storage facilities or other locations designated by the Agent; (v) upon the Agent’s written request made after the occurrence and during the continuance of an Event of Default, placing notations on such the Grantor’s books of account to disclose the Agent’s Lienssecurity interest; (vi) obtaining control agreements from securities intermediaries with respect to financial assets in the possession of securities intermediaries that have a value of greater than $1,000,000 or where such financial assets are to be included in the Borrowing Base (vii) assigning and delivering to the Agent, upon the request of the Agent made after the occurrence and during the continuance of an Event of Default, means all supporting obligations including letters of credit and guarantees issued in support of any Accounts that are Collateral, including letters of credit on which the Grantor is named beneficiary with the written consent of the issuer thereof and (viii) taking such other steps reasonably requested as are deemed necessary by the Agent to maintain and protect the Agent’s Liens in on the Collateral; . To the extent permitted by applicable law, the Agent may (and (viithe Grantor hereby authorizes the Agent to) in file, without the case of the Security CollateralGrantor’s signature, (A) if any Pledged Debt shall be evidenced by a promissory note one or more financing statements continuation statements or other instrument documents and amendments thereto for the purpose of perfecting, confirming, continuing, enforcing or protecting the Agent’s Liens on the Collateral. The Grantor hereby authorizes the Agent to file financing or continuation statements, and amendments thereto, in any jurisdictions and with an individual amount any filing offices as the Agent may determine (and signed only by the Agent (if necessary)), in excess of $50,000,000its sole reasonable discretion, deliver and pledge are necessary or advisable to perfect the security interest granted to the Agent herein. Such financing statements may describe the Collateral in the same manner as described herein or may contain an indication or description of collateral that describes such note property in any other manner as the Agent may determine, in its sole discretion, is necessary, advisable or instrument duly indorsed and accompanied by duly executed instruments prudent to ensure the perfection of transfer or assignment, all the security interest in form and substance reasonably satisfactory the Collateral granted to the Agent and (B) deliver and pledge to the Agentherein. The Grantor agrees that a carbon, for the benefit of the Secured Partiesphotographic, certificates representing Pledged Equity that constitutes certificated securities, accompanied by undated stock powers executed in blank; provided that notwithstanding any photostatic or other provision reproduction of this Agreement, none Security Agreement or of the Grantors will be required to (I) take any action in any jurisdiction other than the United States of America (including any state thereof), or required by the laws of any such non-U.S. jurisdiction, or enter into any security agreement or pledge agreement governed by the laws of any such non-U.S. jurisdiction, in order to either create any security interests (or other Liens) in assets located or titled outside of the United States of America (including any state thereof) or to perfect any security interests (or other Liens) in any non-U.S. Collateral, (II) deliver landlord lien waivers, estoppels or collateral access letters, (III) file any fixture filing with respect to any security interest in fixtures affixed to or attached to any real property or (IV) take any action to perfect any Liens in any intellectual property created, registered or applied-for in any jurisdiction other than the United States of Americaa financing statement is sufficient as a financing statement.

Perfection and Protection of Security Interest. (a) Except as explicitly set forth herein or in the Credit Agreement, each Grantor The Borrower shall, and shall cause each Guarantor to, at its Borrower's expense, perform all steps reasonably requested in writing by the Agent at any time to perfect, maintain or protect maintain, protect, and enforce the Agent’s 's Liens, including, without limitation: (i) executing, delivering and/or filing and recording of the Intellectual Property Security Agreement, the Pledge Agreement and the Guarantor Collateral Documents and executing filings pursuant and filing financing or continuation statements, and amendments thereof, in form and substance satisfactory to the UCC in the office of the secretary of state (or similar central filing office) of the relevant state(s)Agent; (ii) executing delivering to the Agent the originals of all instruments, documents, and delivering customary filings chattel paper, and all other Collateral, Pledged Collateral and Guarantor Collateral of which the Agent determines it should have physical possession in (A) order to perfect and protect the USPTO with respect Agent's security interest therein, duly pledged, endorsed or assigned to any Collateral constituting U.S. issued patents and registered trademarks and any applications therefor and (B) the United States Copyright Office of the Library of Congress (“USCO”) with respect to copyright registrationsAgent without restriction; (iii) causing certificates of title delivering to be issued for all Titled Goods, the Agent’s Lien to be noted thereon in each case in accordance with the provisions Agent warehouse receipts covering any portion of the Credit Agreement Collateral located in warehouses and the other Loan Documents to for which such Grantor is a partywarehouse receipts are issued; (iv) when an Event of Default pursuant to Section 10.1(a), (e), (f), (g), (h), (i) or (n) of the Credit Agreement has occurred and is continuing, at the reasonable request of the Agentexists, transferring Inventory to warehouses or other locations designated by the Agent; (v) when an Event of Default has occurred and is continuing, placing notations on such Grantor’s the Borrower's and each Guarantor's books of account to disclose the Agent’s Liens's security interest; (vivii) delivering to the Agent all letters of credit on which the Borrower or LDM Canada is named beneficiary; and (viii) taking such other steps reasonably requested as are deemed necessary or desirable by the Agent to maintain and protect the Agent’s Liens in 's Liens. To the Collateral; and (vii) in extent permitted by applicable law, the case of Agent may file, without the Security CollateralBorrower's or a Guarantor's signature, (A) if any Pledged Debt shall be evidenced by one or more financing statements disclosing the Agent's Liens. The Borrower agrees that a promissory note carbon, photographic, photostatic, or other instrument with an individual amount in excess of $50,000,000, deliver and pledge to the Agent such note or instrument duly indorsed and accompanied by duly executed instruments of transfer or assignment, all in form and substance reasonably satisfactory to the Agent and (B) deliver and pledge to the Agent, for the benefit of the Secured Parties, certificates representing Pledged Equity that constitutes certificated securities, accompanied by undated stock powers executed in blank; provided that notwithstanding any other provision reproduction of this Agreement, none Agreement or of the Grantors will be required to (I) take any action in any jurisdiction other than the United States of America (including any state thereof), or required by the laws of any such non-U.S. jurisdiction, or enter into any security agreement or pledge agreement governed by the laws of any such non-U.S. jurisdiction, in order to either create any security interests (or other Liens) in assets located or titled outside of the United States of America (including any state thereof) or to perfect any security interests (or other Liens) in any non-U.S. Collateral, (II) deliver landlord lien waivers, estoppels or collateral access letters, (III) file any fixture filing with respect to any security interest in fixtures affixed to or attached to any real property or (IV) take any action to perfect any Liens in any intellectual property created, registered or applied-for in any jurisdiction other than the United States of Americaa financing statement is sufficient as a financing statement.

Perfection and Protection of Security Interest. (a) Except as explicitly set forth herein or in the Credit Agreement, each Grantor shall, at its expense, perform all steps reasonably requested in writing by the Agent at any time to perfect, maintain or protect the Agent’s Liens, including: (i) executing filings pursuant and filing financing or continuation statements, and amendments thereof, in form and substance reasonably satisfactory to the UCC in the office of the secretary of state (or similar central filing office) of the relevant state(s)Agent; (ii) executing and delivering customary filings in (A) the USPTO with respect to any Collateral constituting U.S. issued patents and registered trademarks and any applications therefor and (B) the United States Copyright Office of the Library of Congress (“USCO”) with respect to copyright registrations; (iii) causing certificates of title to be issued for all Titled Goods, the Agent’s Lien to be noted thereon in each case in accordance with the provisions of the Credit Agreement and the other Loan Documents to which such Grantor is a party; (iii) executing, delivering and/or filing and recording in all appropriate offices of the Intellectual Property Security Agreement (to the extent required under the Credit Agreement or any other Loan Document to which such Grantor is a party); (iv) delivering to the Agent warehouse receipts covering any portion of the Collateral located in warehouses and for which warehouse receipts are issued; (v) when an Event of Default pursuant to Section Sections 10.1(a), (c)(i), (e), (f), (g), (h), (i) or and (n) of the Credit Agreement has occurred and is continuing, at the reasonable request of the Agent, transferring Inventory to warehouses or other locations designated by the Agent; (vvi) when an Event of Default has occurred and is continuing, placing notations on such Grantor’s books of account to disclose the Agent’s Liens; (vivii) taking such other steps as are deemed reasonably requested necessary or desirable by the Agent to maintain and protect the Agent’s Liens in the Collateral; and (viiviii) in the case of the Security Collateral, (A) if any Pledged Debt shall be evidenced by a promissory note or other instrument with an individual amount in excess of $50,000,0005,000,000, deliver and pledge to the Agent hereunder such note or instrument duly indorsed and accompanied by duly executed instruments of transfer or assignment, all in form and substance reasonably satisfactory to the Agent and (B) deliver and pledge to the Agent, Agent for the benefit of the Secured Parties, Parties certificates representing Pledged Equity that constitutes certificated securities, accompanied by undated stock or bond powers executed in blank; provided that notwithstanding any other provision of this Agreement, none of the Grantors will be required to (I) take any action in any jurisdiction other than the United States of America (including any state thereof), or required by the laws of any such non-U.S. jurisdiction, or enter into any security agreement or pledge agreement governed by the laws of any such non-U.S. jurisdiction, in order to either create any security interests (or other Liens) in assets located or titled outside of the United States of America (including any state thereof) or to perfect any security interests (or other Liens) in any non-U.S. Collateral, (II) deliver landlord lien waivers, estoppels or collateral access letters, (III) file any fixture filing with respect to any security interest in fixtures affixed to or attached to any real property or (IV) take any action to perfect any Liens in any intellectual property created, registered or applied-for in any jurisdiction other than the United States of America.

Perfection and Protection of Security Interest. (a) Except as explicitly set forth herein or in the Credit Agreement, each Grantor The Borrowers shall, at its their expense, perform all steps reasonably requested in writing by the Agent Lender at any time to perfect, maintain or protect maintain, protect, and enforce the Agent’s LiensSecurity Interest including, includingwithout limitation: (i) executing filings pursuant to the UCC in the office of the secretary of state (or similar central filing office) of the relevant state(s); (iia) executing and delivering customary filings in (A) the USPTO with respect to any Collateral constituting U.S. issued patents and registered trademarks and any applications therefor and (B) the United States Copyright Office recording of the Library of Congress (“USCO”) with respect Patent and Trademark Assignments and executing and filing financing or continuation statements, and amendments thereof, in form and substance satisfactory to copyright registrationsthe Lender; (iiib) causing certificates delivering to the Lender the originals of title all instruments, documents, and chattel paper, and all other Collateral of which the Lender determines it should have physical possession in order to be issued for all Titled Goodsperfect and protect the Security Interest therein, duly endorsed or assigned to the Agent’s Lien Lender without restriction; (c) delivering to be noted thereon in each case in accordance with the provisions Lender warehouse receipts covering any portion of the Credit Agreement Collateral located in warehouses and the other Loan Documents to for which such Grantor is a partywarehouse receipts are issued; (ivd) when an Event of Default pursuant to Section 10.1(a), (e), (f), (g), (h), (i) or (n) of the Credit Agreement has occurred and is continuing, at the reasonable request of the Agent, transferring Inventory to warehouses or other locations designated by the AgentLender; (ve) when an Event of Default has occurred and is continuing, placing notations on such Grantor’s either Borrower's books of account to disclose the Agent’s LiensSecurity Interest; (vif) taking such other steps reasonably requested by the Agent to maintain executing and protect the Agent’s Liens in the Collateral; and (vii) in the case of the Security Collateral, (A) if any Pledged Debt shall be evidenced by a promissory note or other instrument with an individual amount in excess of $50,000,000, deliver and pledge delivering to the Agent such note or instrument duly indorsed and accompanied by duly executed instruments of transfer or assignment, all Lender a security agreement relating to the Reversions in form and substance reasonably satisfactory to the Agent and Lender; (Bg) deliver and pledge delivering to the Agent, for Lender all letters of credit on which either Borrower is named beneficiary; (h) executing and delivering or procuring the benefit execution and delivery of additional security agreements relating to foreign assets of the Secured Parties, certificates representing Pledged Equity that constitutes certificated securities, accompanied Borrowers and their Subsidiaries or domestic assets not covered by undated stock powers executed in blank; provided that notwithstanding any other provision of this Agreement, none of Agreement or the Grantors will be required to (I) take any action in any jurisdiction other than the United States of America (including any state thereof), or required by the laws of any such nonthen-U.S. jurisdiction, or enter into any security agreement or pledge agreement governed by the laws of any such non-U.S. jurisdictionexisting Security Agreements, in order form and substance satisfactory to either create any security interests the Lender; (or other Liensi) in assets located or titled outside enter, and procure the entry of the United States of America (including any state thereof) or to perfect any security interests (or other Liens) in any non-U.S. Collateral, (II) deliver landlord lien waivers, estoppels or collateral access letters, (III) file any fixture filing with respect to any security interest in fixtures affixed to or attached to any real property or (IV) take any action to perfect any Liens in any intellectual property created, registered or applied-for in any jurisdiction other than the United States of America.any

Perfection and Protection of Security Interest. (a) (a) Except as explicitly set forth herein or in the Credit Agreement, each Grantor shall, at its expense, perform all steps reasonably requested in writing by the Agent to perfect, maintain or protect the Agent’s Liens, including: (i) executing filings pursuant to the UCC in the office of the secretary of state (and filing financing or similar central filing office) of the relevant state(s)continuation statements, and amendments thereof; (ii) executing executing, delivering and/or filing and delivering customary filings recording in all appropriate offices the Intellectual Property Security Agreement (A) to the USPTO with respect to any Collateral constituting U.S. issued patents and registered trademarks and any applications therefor and (B) the United States Copyright Office of the Library of Congress (“USCO”) with respect to copyright registrations; (iii) causing certificates of title to be issued for all Titled Goods, the Agent’s Lien to be noted thereon in each case in accordance with the provisions of extent required under the Credit Agreement and the or any other Loan Documents Document to which such Grantor is a party); (iviii) when an Event of Default pursuant to Section Sections 10.1(a), (e), (f), (g), (h), (i) or and (n) of the Credit Agreement has occurred and is continuing, at the reasonable request of the Agent, transferring Inventory to warehouses or other locations designated by the Agent; (viv) when an Event of Default has occurred and is continuing, placing notations on such Grantor’s books of account to disclose the Agent’s Liens; (viv) taking such other steps reasonably requested by the Agent to maintain and protect the Agent’s Liens in the Collateral; Collateral and (viivi) in the case of the Security Collateral, (A) if any Pledged Debt shall be evidenced by a promissory note or other instrument with an individual amount in excess of $50,000,00010,000,000, deliver and pledge to the Agent hereunder such note or instrument duly indorsed and accompanied by duly executed instruments of transfer or assignment, all in form and substance reasonably satisfactory to the Agent and (B) deliver and pledge to the Agent, Agent for the benefit of the Secured Parties, Parties certificates representing Pledged Equity that constitutes certificated securities, accompanied by undated stock powers executed in blank; provided that notwithstanding any other provision of this Agreement, none of the Grantors will be required to (Ii) take any action in any jurisdiction other than the Canada (including any province or territory thereof) or United States of America (including any state thereof), or required by the laws of any such non-U.S. other jurisdiction, or enter into any security agreement or pledge agreement governed by the laws of any such non-U.S. other jurisdiction, in order to either create any security interests (or other Liens) in assets located or titled outside of Canada (including any province or territory thereof) and the United States of America (including any state thereof) or to perfect any security interests (or other Liens) in any non-U.S. Collateral, (II) deliver landlord lien waivers, estoppels Canadian or collateral access letters, (III) file any fixture filing with respect to any security interest in fixtures affixed to or attached to any real property or (IV) take any action to perfect any Liens in any intellectual property created, registered or applied-for in any jurisdiction other than the United States of America.non-

Perfection and Protection of Security Interest. (a) Except as explicitly set forth herein or in the Credit Agreement, each Grantor shall, at its expense, perform all steps reasonably requested in writing by the Agent to perfect, maintain or protect the Agent’s Liens, including: (i) executing filings pursuant to the UCC in the office of the secretary of state (and filing financing or similar central filing office) of the relevant state(s)continuation statements, and amendments thereof; (ii) executing executing, delivering and/or filing and delivering customary filings recording in all appropriate offices any intellectual property security agreements (A) to the USPTO with respect to any Collateral constituting U.S. issued patents and registered trademarks and any applications therefor and (B) the United States Copyright Office of the Library of Congress (“USCO”) with respect to copyright registrations; (iii) causing certificates of title to be issued for all Titled Goods, the Agent’s Lien to be noted thereon in each case in accordance with the provisions of extent required under the Credit Agreement and the or any other Loan Documents to which such Grantor is a party); (iii) [reserved]; (iv) when an Event of Default pursuant to Section 10.1(a), (e), (f), (g), (h), (i) or (n) of the Credit Agreement has occurred and is continuing, at the reasonable request of the Agent, transferring Inventory to warehouses or other locations designated by the Agent; (v) when an Event of Default has occurred and is continuing, placing notations on such Grantor’s books of account to disclose the Agent’s Liens; (vi) taking such other steps reasonably requested by the Agent to maintain and protect the Agent’s Liens in the Collateral; and (vii) in the case of the Security Collateral, (A) if any Pledged Debt shall be evidenced by a promissory note or other instrument with an individual amount in excess of $50,000,000, deliver and pledge to the Agent such note or instrument duly indorsed and accompanied by duly executed instruments of transfer or assignment, all in form and substance reasonably satisfactory to the Agent and (B) deliver and pledge to the Agent, for the benefit of the Secured Parties, certificates representing Pledged Equity that constitutes certificated securities, accompanied by undated stock powers executed in blank; provided that notwithstanding any other provision of this Agreement, none of the Grantors will be required to (I) take any action in any jurisdiction other than Canada (including any province or territory thereof) or the United States of America (including any state thereof), or required by the laws of any such non-U.S. other jurisdiction, or enter into any security agreement or pledge agreement governed by the laws of any such non-U.S. other jurisdiction, in order to either create any security interests (or other Liens) in assets located or titled outside of Canada (including any province or territory thereof) and the United States of America (including any state thereof) or to perfect any security interests (or other Liens) in any non-Canadian or non-U.S. Collateral, (II) deliver landlord lien waivers, estoppels or collateral access letters, (III) file any fixture filing with respect to any security interest in fixtures affixed to or attached to any real property or (IV) take any action to perfect any Liens in any intellectual property created, registered or applied-for in any jurisdiction other than Canada and the United States of America.

Perfection and Protection of Security Interest. (a) Except as explicitly set forth herein or in the Credit Indenture and Additional Second Lien Agreements (if any) and subject to the Intercreditor Agreement, each Grantor shall, at its expense, perform all steps reasonably requested in writing by the Agent to perfect, maintain or protect the Collateral Agent’s LiensLiens (subject in each case to the prior security interest granted to the First Lien Secured Parties as provided in the Intercreditor Agreement), including: (i) executing filings pursuant to the UCC in the office of the secretary of state (and filing financing or similar central filing office) of the relevant state(s)continuation statements, and amendments thereof; (ii) executing and delivering customary filings in (A) the USPTO with respect to any Collateral constituting U.S. issued patents and registered trademarks and any applications therefor and (B) the United States Copyright Office of the Library of Congress (“USCO”) with respect to copyright registrations; (iii) causing certificates of title to be issued for all Titled Goods, the Collateral Agent’s Lien to be noted thereon in each case in accordance with the provisions of the Credit Agreement Indenture and the other Loan Second Lien Documents to which such Grantor is a party; (iii) executing, delivering and/or filing and recording in all appropriate offices of the Intellectual Property Security Agreement; (iv) when an Event of Default pursuant delivering to Section 10.1(a), (e), (f), (g), (h), (i) or (n) the Applicable Agent warehouse receipts covering any portion of the Credit Agreement has occurred Collateral located in warehouses and is continuing, at the reasonable request of the Agent, transferring Inventory to warehouses or other locations designated by the Agentfor which warehouse receipts are issued; (v) when an Event of Default has occurred and is continuing, placing notations on such Grantor’s books of account to disclose the Collateral Agent’s Liens; (vi) taking such other steps reasonably requested by the Agent necessary or desirable to maintain and protect the Collateral Agent’s Liens in the Collateral; and (vii) in the case of the Security Collateral, (A) if any Pledged Debt shall be evidenced by a promissory note or other instrument with an individual amount in excess of $50,000,0005,000,000, deliver and pledge to the Applicable Agent such note or instrument duly indorsed and accompanied by duly executed instruments of transfer or assignment, all in form and substance reasonably satisfactory to the Applicable Agent and (B) deliver and pledge to the Applicable Agent (in the case of the Collateral Agent, for the benefit of the Secured Parties, ) certificates representing Pledged Equity that constitutes certificated securities, accompanied by undated stock or bond powers executed in blank; provided that notwithstanding any other provision of this Agreement, none of the Grantors will be required to (I) take any action in any jurisdiction other than the United States of America (including any state thereof), or required by the laws of any such non-U.S. jurisdiction, or enter into any security agreement or pledge agreement governed by the laws of any such non-U.S. jurisdiction, in order to either create any security interests (or other Liens) in assets located or titled outside of the United States of America (including any state thereof) or to perfect any security interests (or other Liens) in any non-U.S. Collateral, (II) deliver landlord lien waivers, estoppels or collateral access letters, (III) file any fixture filing with respect to any security interest in fixtures affixed to or attached to any real property or (IV) take any action to perfect any Liens in any intellectual property created, registered or applied-for in any jurisdiction other than the United States of America.

Perfection and Protection of Security Interest. (a) Except as explicitly set forth herein or in the Credit Agreement, each Grantor The Borrower shall, at its expense, perform all steps reasonably requested in writing by the Agent at any time to perfect, maintain or protect maintain, protect, and enforce the Agent’s 's Liens, including: (i) executing filings pursuant executing, delivering, and/or filing and recording financing or continuation statements, and amendments thereof, in form and substance satisfactory to the UCC in the office of the secretary of state (or similar central filing office) of the relevant state(s)Agent; (ii) executing delivering to the Agent the originals of all instruments, documents, and chattel paper, and all other Collateral of which the Agent determines it should have physical possession in order to perfect and protect the Agent's security interest therein, duly pledged, endorsed, or assigned to the Agent without restriction; (iii) delivering customary filings in to the Agent (A) warehouse receipts covering any portion of the USPTO with respect to any Collateral constituting U.S. located in warehouses and for which warehouse receipts are issued patents and registered trademarks and any applications therefor and (B) if requested by the United States Copyright Office of the Library of Congress (“USCO”) with respect to copyright registrations; (iii) causing Agent, certificates of title to be issued for all Titled Goods, reflecting the Agent’s Lien to be noted thereon in each case in accordance with the provisions 's Liens covering any portion of the Credit Agreement and the other Loan Documents to Collateral for which such Grantor is a partycertificates of title have been issued; (iv) when an Event of Default pursuant to Section 10.1(a), (e), (f), (g), (h), (i) or (n) of the Credit Agreement has occurred and is continuing, at the reasonable request of the Agentexists, transferring Inventory to warehouses or other locations designated by the Agent; (v) when an Event delivering to the Agent all letters of Default has occurred credit on which the Borrower is named beneficiary; and is continuing, placing notations on such Grantor’s books of account to disclose the Agent’s Liens; (vi) taking such other steps as are reasonably requested deemed necessary or desirable by the Agent to maintain and protect the Agent’s Liens in 's Liens. To the Collateral; and (vii) in extent permitted by any Requirement of Law, the case of Agent may file, without the Security CollateralBorrower's signature, (A) if any Pledged Debt shall be evidenced by one or more financing statements disclosing the Agent's Liens. The Borrower agrees that a promissory note carbon, photographic, photostatic, or other instrument with an individual amount in excess of $50,000,000, deliver and pledge to the Agent such note or instrument duly indorsed and accompanied by duly executed instruments of transfer or assignment, all in form and substance reasonably satisfactory to the Agent and (B) deliver and pledge to the Agent, for the benefit of the Secured Parties, certificates representing Pledged Equity that constitutes certificated securities, accompanied by undated stock powers executed in blank; provided that notwithstanding any other provision reproduction of this Agreement, none Agreement or of the Grantors will be required to (I) take any action in any jurisdiction other than the United States of America (including any state thereof), or required a financing statement executed and delivered by the laws of any such non-U.S. jurisdiction, or enter into any security agreement or pledge agreement governed by the laws of any such non-U.S. jurisdiction, in order to either create any security interests (or other Liens) in assets located or titled outside of the United States of America (including any state thereof) or to perfect any security interests (or other Liens) in any non-U.S. Collateral, (II) deliver landlord lien waivers, estoppels or collateral access letters, (III) file any fixture filing with respect to any security interest in fixtures affixed to or attached to any real property or (IV) take any action to perfect any Liens in any intellectual property created, registered or applied-for in any jurisdiction other than the United States of AmericaBorrower is sufficient as a financing statement.

Perfection and Protection of Security Interest. (a) Except as explicitly set forth herein or in the Credit Agreement, each Grantor The Borrower shall, -------------------------------------------------- at its expense, perform all steps reasonably requested in writing by the Agent at any time to perfect, maintain or protect maintain, protect, and enforce the Agent’s 's Liens, including: (i) executing filings pursuant and filing financing or continuation statements, and amendments thereof, in form and substance satisfactory to the UCC in the office of the secretary of state (or similar central filing office) of the relevant state(s)Agent; (ii) executing delivering to the Agent the originals of all instruments, documents, and delivering customary filings chattel paper, and all other Collateral of which the Agent determines it should have physical possession in (A) order to perfect and protect the USPTO with respect Agent's security interest therein, duly pledged, endorsed or assigned to any Collateral constituting U.S. issued patents and registered trademarks and any applications therefor and (B) the United States Copyright Office of the Library of Congress (“USCO”) with respect to copyright registrationsAgent without restriction; (iii) causing delivering to the Agent warehouse receipts covering any portion of the Collateral located in warehouses and for which warehouse receipts are issued and certificates of title to be issued for all Titled Goods, the Agent’s Lien to be noted thereon in each case in accordance with the provisions covering any portion of the Credit Agreement and the other Loan Documents to collateral for which such Grantor is a partycertificates of title have been issued; (iv) when an Event of Default pursuant to Section 10.1(a), (e), (f), (g), (h), (i) or (n) of the Credit Agreement has occurred and is continuing, at the reasonable request of the Agentexists, transferring Inventory to warehouses or other locations designated by the Agent; (v) when an Event of Default has occurred and is continuing, placing notations on such Grantor’s the Borrower's books of account to disclose the Agent’s Liens's security interest; (vivii) delivering to the Agent all letters of credit on which the Borrower is named beneficiary; and (viii) taking such other steps as are reasonably requested deemed necessary or desirable by the Agent to maintain and protect the Agent’s Liens in 's Liens. To the Collateral; and (vii) in extent permitted by applicable law, the case of Agent may file, without the Security CollateralBorrower's signature, (A) if any Pledged Debt shall be evidenced by one or more financing statements disclosing the Agent's Liens. The Borrower agrees that a promissory note carbon, photographic, photostatic, or other instrument with an individual amount in excess of $50,000,000, deliver and pledge to the Agent such note or instrument duly indorsed and accompanied by duly executed instruments of transfer or assignment, all in form and substance reasonably satisfactory to the Agent and (B) deliver and pledge to the Agent, for the benefit of the Secured Parties, certificates representing Pledged Equity that constitutes certificated securities, accompanied by undated stock powers executed in blank; provided that notwithstanding any other provision reproduction of this Agreement, none Agreement or of the Grantors will be required to (I) take any action in any jurisdiction other than the United States of America (including any state thereof), or required by the laws of any such non-U.S. jurisdiction, or enter into any security agreement or pledge agreement governed by the laws of any such non-U.S. jurisdiction, in order to either create any security interests (or other Liens) in assets located or titled outside of the United States of America (including any state thereof) or to perfect any security interests (or other Liens) in any non-U.S. Collateral, (II) deliver landlord lien waivers, estoppels or collateral access letters, (III) file any fixture filing with respect to any security interest in fixtures affixed to or attached to any real property or (IV) take any action to perfect any Liens in any intellectual property created, registered or applied-for in any jurisdiction other than the United States of Americaa financing statement is sufficient as a financing statement.

Perfection and Protection of Security Interest. (a) Except as explicitly set forth herein or in the Credit Agreement, each Grantor shall, at its expense, perform all steps reasonably requested in writing by the Agent to perfect, maintain or protect the Agent’s Liens, including: (i) executing filings pursuant to the UCC in the office of the secretary of state (and filing financing or similar central filing office) of the relevant state(s)continuation statements, and amendments thereof; (ii) executing executing, delivering and/or filing and delivering customary filings recording in all appropriate offices any intellectual property security agreements (A) to the USPTO with respect to any Collateral constituting U.S. issued patents and registered trademarks and any applications therefor and (B) the United States Copyright Office of the Library of Congress (“USCO”) with respect to copyright registrations; (iii) causing certificates of title to be issued for all Titled Goods, the Agent’s Lien to be noted thereon in each case in accordance with the provisions of extent required under the Credit Agreement and the or any other Loan Documents to which such Grantor is a party); (iii) [reserved]; (iv) when an Event of a Specified Default pursuant to Section 10.1(a), (e), (f), (g), (h), (i) or (n) of the Credit Agreement has occurred and is continuing, at the reasonable request of the Agent, transferring Inventory to warehouses or other locations designated by the Agent; (v) when an Event of Default has occurred and is continuing, placing notations on such Grantor’s books of account to disclose the Agent’s Liens; (vi) taking such other steps reasonably requested by the Agent to maintain and protect the Agent’s Liens in the Collateral; and (vii) in the case of the Security Collateral, (A) if any Pledged Debt shall be evidenced by a promissory note or other instrument with an individual amount in excess of $50,000,000, deliver and pledge to the Agent such note or instrument duly indorsed and accompanied by duly executed instruments of transfer or assignment, all in form and substance reasonably satisfactory to the Agent and (B) deliver and pledge to the Agent, for the benefit of the Secured Parties, certificates representing Pledged Equity that constitutes certificated securities, accompanied by undated stock powers executed in blank; provided that notwithstanding any other provision of this Agreement, none of the Grantors will be required to (I) take any action in any jurisdiction other than Canada (including any province or territory thereof) or the United States of America (including any state thereof), or required by the laws of any such non-U.S. other jurisdiction, or enter into any security agreement or pledge agreement governed by the laws of any such non-U.S. other jurisdiction, in order to either create any security interests (or other Liens) in assets located or titled outside of Canada (including any province or territory thereof) and the United States of America (including any state thereof) or to perfect any security interests (or other Liens) in any non-Canadian or non-U.S. Collateral, (II) deliver landlord lien waivers, estoppels or collateral access letters, (III) file any fixture filing with respect to any security interest in fixtures affixed to or attached to any real property or (IV) take any action to perfect any Liens in any intellectual property created, registered or applied-for in any jurisdiction other than Canada and the United States of America.

Perfection and Protection of Security Interest. (a) Except as explicitly set forth herein or in the Credit Agreement, each Grantor The Obligors shall, at its their expense, perform all steps reasonably requested in writing by the Agent in good faith at any time to perfect, maintain or protect maintain, protect, and enforce the Agent’s Liens, including: ; (i) executing filings pursuant executing, delivering, and authorizing the Agent’s filing and recording of the Mortgages, the Copyright Security Agreement, and the Trademark Security Agreement and UCC financing or continuation statements, and amendments thereof, in form and substance reasonably satisfactory to the UCC in the office of the secretary of state (or similar central filing office) of the relevant state(s)Agent; (ii) executing delivering to the Agent the originals of all Instruments, Documents, tangible Chattel Paper, certificated Investment Property and delivering customary filings all other Collateral that the Agent reasonably determines it should have physical possession in (A) order to perfect and protect the USPTO with respect Agent’s security interest therein, duly pledged, endorsed or assigned to any Collateral constituting U.S. issued patents and registered trademarks and any applications therefor and (B) the United States Copyright Office of the Library of Congress (“USCO”) with respect to copyright registrationsAgent without restriction; (iii) causing delivering to the Agent warehouse receipts covering any portion of the Collateral located in warehouses and for which warehouse receipts are issued and certificates of title to be issued covering Titled Collateral, together with duly executed applications for all Titled Goods, the notation of the Agent’s Lien to be noted thereon in each case in accordance with the provisions Liens on such certificates of the Credit Agreement and the other Loan Documents to which such Grantor is a partytitle; (iv) when an Event of Default pursuant to Section 10.1(a), (e), (f), (g), (h), (i) or (n) of the Credit Agreement has occurred and is continuing, at the reasonable request of the Agent, transferring Inventory to warehouses or other locations designated by the Agent; (v) when an Event of Default has occurred and is continuing, placing notations on such Grantor’s the Obligors’ books of account to disclose the Agent’s Lienssecurity interest; (vi) obtaining control agreements in form and substance reasonably acceptable to the Agent from securities intermediaries with respect to financial assets (including Investment Property) in the possession of securities intermediaries and providing the Agent control of all electronic Chattel Paper in such manner as the Agent may require; (vii) assigning and delivering to the Agent all Supporting Obligations, including letters of credit on which any Obligor is named beneficiary, with, to the extent practicable, the written consent of the issuer thereof; and (viii) taking such other steps as are reasonably requested deemed or desirable by the Agent to maintain and protect the Agent’s Liens. To the extent permitted by applicable law, the Agent may file, without any Obligor’s signature, one or more financing statements disclosing the Agent’s Liens, and each Obligor hereby authorizes the Agent, at any time and from time to time, to file financing statements and amendments that describe the Collateral covered by such financing statements as “all assets”, “all personal property” or words of similar effect in such jurisdictions as the Agent may deem necessary or desirable in order to perfect the Agent’s Liens in the Collateral; and (vii) in the case of the Security Collateral. Each Obligor agrees that a carbon, (A) if any Pledged Debt shall be evidenced by a promissory note photographic, photostatic, or other instrument with an individual amount in excess of $50,000,000, deliver and pledge to the Agent such note or instrument duly indorsed and accompanied by duly executed instruments of transfer or assignment, all in form and substance reasonably satisfactory to the Agent and (B) deliver and pledge to the Agent, for the benefit of the Secured Parties, certificates representing Pledged Equity that constitutes certificated securities, accompanied by undated stock powers executed in blank; provided that notwithstanding any other provision reproduction of this Agreement, none Agreement or of the Grantors will be required to (I) take any action in any jurisdiction other than the United States of America (including any state thereof), or required by the laws of any such non-U.S. jurisdiction, or enter into any security agreement or pledge agreement governed by the laws of any such non-U.S. jurisdiction, in order to either create any security interests (or other Liens) in assets located or titled outside of the United States of America (including any state thereof) or to perfect any security interests (or other Liens) in any non-U.S. Collateral, (II) deliver landlord lien waivers, estoppels or collateral access letters, (III) file any fixture filing with respect to any security interest in fixtures affixed to or attached to any real property or (IV) take any action to perfect any Liens in any intellectual property created, registered or applied-for in any jurisdiction other than the United States of Americaa financing statement is sufficient as a financing statement.

Perfection and Protection of Security Interest. (a) Except as explicitly set forth herein or in the Credit Agreement, each Grantor shall, at its expense, perform all steps reasonably requested in writing by the Agent to perfect, maintain or protect the Agent’s Liens, including: (i) executing filings pursuant to the UCC in the office of the secretary of state (or similar central filing office) of the relevant state(s); (ii) executing and delivering customary filings in (A) the USPTO with respect to any Collateral constituting U.S. issued patents and registered trademarks and any applications therefor and (B) the United States Copyright Office of the Library of Congress (“USCO”) with respect to copyright registrations; (iii) causing certificates of title to be issued for all Titled Goods, the Agent’s Lien to be noted thereon in each case in accordance with the provisions of the Credit Agreement and the other Loan Documents to which such Grantor is a party; (iv) when an Event of a Specified Default pursuant to Section 10.1(a), (e), (f), (g), (h), (i) or (n) of the Credit Agreement has occurred and is continuing, at the reasonable request of the Agent, transferring Inventory to warehouses or other locations designated by the Agent; (v) when an Event of Default has occurred and is continuing, placing notations on such Grantor’s books of account to disclose the Agent’s Liens; (vi) taking such other steps reasonably requested by the Agent to maintain and protect the Agent’s Liens in the Collateral; and (vii) in the case of the Security Collateral, (A) if any Pledged Debt shall be evidenced by a promissory note or other instrument with an individual amount in excess of $50,000,000, deliver and pledge to the Agent such note or instrument duly indorsed and accompanied by duly executed instruments of transfer or assignment, all in form and substance reasonably satisfactory to the Agent and (B) deliver and pledge to the Agent, for the benefit of the Secured Parties, certificates representing Pledged Equity that constitutes certificated securities, accompanied by undated stock powers executed in blank; provided that notwithstanding any other provision of this Agreement, none of the Grantors will be required to (I) take any action in any jurisdiction other than the United States of America (including any state thereof), or required by the laws of any such non-U.S. jurisdiction, or enter into any security agreement or pledge agreement governed by the laws of any such non-U.S. jurisdiction, in order to either create any security interests (or other Liens) in assets located or titled outside of the United States of America (including any state thereof) or to perfect any security interests (or other Liens) in any non-U.S. Collateral, (II) deliver landlord lien waivers, estoppels or collateral access letters, (III) file any fixture filing with respect to any security interest in fixtures affixed to or attached to any real property or (IV) take any action to perfect any Liens in any intellectual property created, registered or applied-for in any jurisdiction other than the United States of America.

Perfection and Protection of Security Interest. (a) Except as explicitly set forth herein or in the Credit Agreement, each Grantor The Borrower shall, at its expense, perform all steps reasonably requested in writing by the Agent at any time to perfect, maintain or protect maintain, protect, and enforce the Agent’s 's Liens, including, without limitation: (i) executing, delivering and/or filing and recording of the Mortgage(s), the Trademark Patent and Copyright Agreements and/or amendments thereto and executing filings pursuant and filing financing or continuation statements, and amendments thereof, in form and substance reasonably satisfactory to the UCC in the office of the secretary of state (or similar central filing office) of the relevant state(s)Agent; (ii) executing delivering to the Agent the originals of all instruments, documents, and delivering customary filings chattel paper, and all other Collateral having a value in excess of $250,000 in the aggregate of which the Agent determines it should have physical possession in order to perfect and protect the Agent's security interest therein (A) other than Secured Sale/Leaseback Collateral), duly pledged, endorsed or assigned to the USPTO Agent without restriction; provided that with respect to any Collateral constituting U.S. issued patents and registered trademarks and any applications therefor and (B) that constitutes Shared Collateral, the United States Copyright Office Collateral Agent may continue to remain in possession thereof, subject to the terms of the Library of Congress (“USCO”) Pledge Agreement, the Parent Pledge Agreement and the Intercreditor Agreement, and with respect to copyright registrationsany other Collateral constituting capital stock of the Borrower or any of its Subsidiaries, the Borrower shall cause the stock certificates evidencing same to be delivered to the Agent, together with duly executed undated stock powers therefor; (iii) causing certificates of title delivering to be issued for all Titled Goods, the Agent’s Lien to be noted thereon in each case in accordance with the provisions Agent negotiable warehouse receipts covering any portion of the Credit Agreement Collateral (other than Secured Sale/Leaseback Collateral) located in warehouses and the other Loan Documents to for which such Grantor is a partynegotiable warehouse receipts are issued; (iv) when an Event of Default pursuant to Section 10.1(a), (e), (f), (g), (h), (i) or (n) of the Credit Agreement has occurred and is continuing, at the reasonable request of the Agentexists, transferring Inventory to warehouses or other locations designated by the Agent; (v) when an Event of Default has occurred and is continuing, placing notations on such Grantor’s the Borrower's books of account to disclose the Agent’s Liens's security interest; (vi) delivering to the Agent all letters of credit (other than Secured Sale/Leaseback Collateral) on which the Borrower is named beneficiary; and (vii) taking such other steps as are deemed necessary or reasonably requested desirable by the Agent to maintain and protect the Agent’s Liens in 's Liens. To the Collateral; and (vii) in extent permitted by applicable law, the case Agent may file, without the Borrower's signature, one or more financing statements disclosing the Agent's Liens. The Borrower agrees that a carbon, photographic, photostatic, or other reproduction of this Agreement or of a financing statement is sufficient as a financing statement. Without limiting the foregoing, the Borrower authorizes the Agent to file financing statements against the Borrower which have collateral descriptions substantially similar to any of the Security Collateral, (A) if any Pledged Debt shall be evidenced financing statements filed by a promissory note or other instrument with an individual amount in excess of $50,000,000, deliver and pledge the Agent against the Borrower prior to the Agent such note or instrument duly indorsed and accompanied by duly executed instruments of transfer or assignment, all in form and substance reasonably satisfactory to the Agent and (B) deliver and pledge to the Agent, for the benefit of the Secured Parties, certificates representing Pledged Equity that constitutes certificated securities, accompanied by undated stock powers executed in blank; provided that notwithstanding any other provision of this Agreement, none of the Grantors will be required to (I) take any action in any jurisdiction other than the United States of America (including any state thereof), or required by the laws of any such non-U.S. jurisdiction, or enter into any security agreement or pledge agreement governed by the laws of any such non-U.S. jurisdiction, in order to either create any security interests (or other Liens) in assets located or titled outside of the United States of America (including any state thereof) or to perfect any security interests (or other Liens) in any non-U.S. Collateral, (II) deliver landlord lien waivers, estoppels or collateral access letters, (III) file any fixture filing with respect to any security interest in fixtures affixed to or attached to any real property or (IV) take any action to perfect any Liens in any intellectual property created, registered or applied-for in any jurisdiction other than the United States of AmericaClosing Date.