Common use of Perfection of Security Interest Clause in Contracts

Perfection of Security Interest. Execute and deliver to the Agent such agreements, assignments or instruments (including affidavits, notices, reaffirmations and amendments and restatements of existing documents) and do all such other things as the Agent may reasonably deem necessary, appropriate or convenient (i) to assure to the Agent the effectiveness and priority of its security interests hereunder, including (A) such financing statements (including renewal statements), amendments and supplements or such other instruments as the Agent may from time to time reasonably request in order to perfect and maintain the security interests granted hereunder in accordance with the UCC, (B) with regard to registered Copyrights, a Notice of Grant of Security Interest in Copyrights for filing with the United States Copyright Office in the form of Exhibit 5(f)(i) attached hereto, (C) with regard to registered Patents, a Notice of Grant of Security Interest in Patents for filing with the United States Patent and Trademark Office in the form of Exhibit 5(f)(ii) attached hereto and (D) with regard to registered Trademarks, a Notice of Grant of Security Interest in Trademarks for filing with the United States Patent and Trademark Office in the form of Exhibit 5(f)(iii) attached hereto, (ii) to consummate the transactions contemplated hereby and (iii) to otherwise protect and assure the Agent of its rights and interests hereunder. To that end, each Grantor agrees that the Agent may file one or more financing statements (with collateral descriptions broader and/or less specific than the description of the Collateral contained herein) disclosing the Agent’s security interest in any or all of the Collateral of such Grantor without such Grantor’s signature thereon, and further each Grantor also hereby irrevocably makes, constitutes and appoints the Agent, its nominee or any other Person whom the Agent may designate, as such Grantor’s attorney-in-fact with full power and for the limited purpose to sign in the name of such Grantor any such financing statements (including renewal statements), amendments and supplements, notices or any similar documents that in the Agent’s reasonable discretion would be necessary, appropriate or convenient in order to perfect and maintain perfection of the security interests granted hereunder, such power, being coupled with an interest, being and remaining irrevocable so long as the Secured Obligations remain unpaid and until the commitments relating thereto shall have been terminated. Each Grantor hereby agrees that a carbon, photographic or other reproduction of this Security Agreement or any such financing statement is sufficient for filing as a financing statement by the Agent without notice thereof to such Grantor wherever the Agent may in its sole discretion desire to file the same. In the event for any reason the law of any jurisdiction other than the applicable jurisdiction as of the Closing Date becomes or is applicable to the Collateral of any Grantor or any part thereof, or to any of the Secured Obligations, such Grantor agrees to execute and deliver all such instruments and to do all such other things as the Agent in its sole discretion reasonably deems necessary, appropriate or convenient to preserve, protect and enforce the security interests of the Agent under the law of such other jurisdiction (and, if a Grantor shall fail to do so promptly upon the request of the Agent, then the Agent may execute any and all such requested documents on behalf of such Grantor pursuant to the power of attorney granted hereinabove). If any Collateral is in the possession or control of a Grantor’s agents and the Agent so requests, such Grantor agrees to notify such agents in writing of the Agent’s security interest therein and, upon the Agent’s request, instruct them to hold all such Collateral for the account of the holders of the Secured Obligations and subject to the Agent’s instructions. Each Grantor agrees to xxxx its books and records to reflect the security interest of the Agent in the Collateral.

Perfection of Security Interest. Execute (a) Except as set forth herein, each Loan Party shall take all action that may be necessary or desirable, or that Agent may request, so as at all times to maintain the validity, perfection, enforceability and deliver priority of Agent’s Lien in the Collateral to the Agent such agreementsextent required by this Agreement or any Other Documents. Without limiting the generality of the foregoing, assignments or instruments (including affidavitsin the case of each item of Well Services Equipment consisting of titled motor vehicles, notices, reaffirmations and amendments and restatements of existing documents) and do all such other things as the Agent may reasonably deem necessary, appropriate or convenient each Loan Party shall (i) promptly after acquiring such title, arrange for the notation of Agent’s first priority Lien thereon and, if requested by Agent, shall provide Agent with evidence reasonably satisfactory to assure Agent that such title has been submitted to the applicable state motor vehicle department (or equivalent state Governmental Body), and (ii) after such Loan Party shall have received such title noting Agent’s first priority Lien thereon, shall promptly deliver such title to Agent or, at Agent’s direction, to the effectiveness and priority of its security interests hereunderTitle Agent. Notwithstanding the foregoing, including (A) Loan Parties shall not be required to deliver titles to Agent or Title Agent, or arrange for the notation of Agent’s first priority Lien on such financing statements titles, with respect to (including renewal statements)1) light duty pickup trucks, amendments passenger cars and supplements smaller trailers except upon Agent’s request, which request may be made by Agent, in its sole discretion, at any time following the Closing Date, or such other instruments as the Agent may from time (2) titled motor vehicles which are financed or subject to time reasonably request a Capital Lease or Permitted Fixed Asset Financing and are secured by Permitted Encumbrances set forth in order to perfect and maintain the security interests granted hereunder in accordance with the UCC, subsection (Bf) with regard to registered Copyrights, a Notice of Grant of Security Interest in Copyrights for filing with the United States Copyright Office in the form of Exhibit 5(f)(i) attached hereto, (C) with regard to registered Patents, a Notice of Grant of Security Interest in Patents for filing with the United States Patent and Trademark Office in the form of Exhibit 5(f)(ii) attached hereto and (D) with regard to registered Trademarks, a Notice of Grant of Security Interest in Trademarks for filing with the United States Patent and Trademark Office in the form of Exhibit 5(f)(iii) attached hereto, (ii) to consummate the transactions contemplated hereby and (iii) to otherwise protect and assure the Agent of its rights and interests hereunder. To that end, each Grantor agrees that the Agent may file one or more financing statements (with collateral descriptions broader and/or less specific than the description of the Collateral contained herein) disclosing the Agent’s security interest in any or all definition of the Collateral of such Grantor without such Grantor’s signature thereonPermitted Encumbrances, and further each Grantor also hereby irrevocably makes, constitutes and appoints the Agent, its nominee or any other Person whom the Agent may designate, as such Grantor’s attorney-in-fact with full power and for the limited purpose to sign in the name of such Grantor any such financing statements (including renewal statements), amendments and supplements, notices or any similar documents that in the Agent’s reasonable discretion would be necessary, appropriate or convenient in order to perfect and maintain perfection of the security interests granted hereunder, such power, being coupled with an interest, being and remaining irrevocable so long as the Secured Obligations remain unpaid and until applicable agreements governing any Permitted Fixed Asset Financing permit the commitments relating thereto shall have been terminated. Each Grantor hereby agrees that a carbon, photographic or other reproduction notation of this Security Agreement or any such financing statement is sufficient for filing as a financing statement by Agent’s second priority Lien on the Agent without notice thereof titled motor vehicles which are subject to such Grantor wherever the Agent may in its sole discretion desire to file the same. In the event for any reason the law of any jurisdiction other than the applicable jurisdiction as of the Closing Date becomes or is applicable to the Collateral of any Grantor or any part thereof, or to any of the Secured Obligations, such Grantor agrees to execute and deliver all such instruments and to do all such other things as the Agent in its sole discretion reasonably deems necessary, appropriate or convenient to preserve, protect and enforce the security interests of the Agent under the law of such other jurisdiction (and, if a Grantor shall fail to do so promptly upon the request of the AgentPermitted Fixed Asset Financing, then the Loan Parties shall arrange for the notation of Agent’s second priority Lien (and not a first priority Lien) on the titles to such motor vehicles, provided, that, Loan Parties shall be required to deliver titles to Agent may execute or Title Agent and arrange for the notation of Agent’s first priority Lien thereon with respect to titled motor vehicles described in this clause (A)(2) promptly after the financing or Capital Lease with respect thereto has been paid and satisfied in full, other than as a result of a refinancing thereof permitted by Section 7.07(b), and (B) Agent’s Lien on any and all such requested documents on behalf of such Grantor pursuant titled motor vehicles which are subject to a Permitted Fixed Asset Financing shall be subject to the power senior and prior Lien thereon held by the Person who has provided the Permitted Fixed Asset Financing with respect to such titled motor vehicles. All titles for such Well Services Equipment consisting of attorney granted hereinabove). If any Collateral is titled motor vehicles (except as provided above) will be held in the possession of Agent or control of a Grantor’s agents and the Agent so requestsits bailee, such Grantor agrees to notify such agents in writing of the Agent’s security interest therein and, upon the Agent’s request, instruct them to hold all such Collateral for the account benefit of the holders of the Secured Obligations and subject to the Agent’s instructions. Each Grantor agrees to xxxx its books and records to reflect the security interest of the Agent in the Collateral.

Perfection of Security Interest. Execute and deliver to the Collateral Agent such agreements, assignments or instruments (including affidavits, notices, reaffirmations and amendments and restatements of existing documents, as the Collateral Agent may reasonably request) and do all such other things as the Collateral Agent may reasonably deem necessary, appropriate or convenient (i) to assure to the Collateral Agent the effectiveness and priority of its security interests hereunder, including (A) such financing statements (including renewal statements), amendments and supplements or such other instruments as the Collateral Agent may from time to time reasonably request in order to perfect and maintain the security interests granted hereunder in accordance with the UCC, (B) with regard to registered Copyrights, a Notice of Grant of Security Interest in Copyrights for filing with the United States Copyright Office in the form of Exhibit Schedule 5(f)(i) attached hereto, (C) with regard to registered Patents, a Notice of Grant of Security Interest in Patents for filing with the United States Patent and Trademark Office in the form of Exhibit Schedule 5(f)(ii) attached hereto and (D) with regard to registered Trademarks, a Notice of Grant of Security Interest in Trademarks for filing with the United States Patent and Trademark Office in the form of Exhibit Schedule 5(f)(iii) attached hereto, (ii) to consummate the transactions contemplated hereby and (iii) to otherwise protect and assure the Collateral Agent of its rights and interests hereunder. To that end, each Grantor agrees that authorizes the Collateral Agent may to file one or more financing statements (with collateral descriptions broader and/or less specific than the description of the Collateral contained herein) disclosing the Collateral Agent’s security interest in any or all of the Collateral of such Grantor without such Grantor’s signature thereon, and further each Grantor also hereby irrevocably makes, constitutes and appoints the Collateral Agent, its nominee or any other Person whom the Collateral Agent may designate, as such Grantor’s attorney-in-fact with full power and for the limited purpose to sign in the name of such Grantor any such financing statements (including renewal statements), amendments and supplements, notices or any similar documents that in the Collateral Agent’s reasonable discretion would be necessary, appropriate or convenient in order to perfect and maintain perfection of the security interests granted hereunder, such power, being coupled with an interest, being and remaining irrevocable so long as the Secured Obligations remain unpaid and until the commitments relating thereto shall have been terminated. Each Grantor hereby agrees that a carbon, photographic or other reproduction of this Security Agreement or any such financing statement is sufficient for filing as a financing statement by the Collateral Agent without notice thereof to such Grantor wherever the Collateral Agent may in its sole discretion desire to file the same. In the event for any reason the law of any jurisdiction other than the applicable jurisdiction as of the Closing Date North Carolina becomes or is applicable to the Collateral of any Grantor or any part thereof, or to any of the Secured Obligations, such Grantor agrees to execute and deliver all such instruments and to do all such other things as the Collateral Agent in its sole discretion reasonably deems necessary, appropriate or convenient to preserve, protect and enforce the security interests of the Collateral Agent under the law of such other jurisdiction (and, if a Grantor shall fail to do so promptly upon the request of the Collateral Agent, then the Collateral Agent may execute any and all such requested documents on behalf of such Grantor pursuant to the power of attorney granted hereinabove). If any Collateral is in the possession or control of a Grantor’s agents and the Collateral Agent so requests, such Grantor agrees to notify such agents in writing of the Collateral Agent’s security interest therein and, upon the Collateral Agent’s request, instruct them to hold all such Collateral for the account of the holders of the Secured Obligations and subject to the Collateral Agent’s instructions. Each Grantor agrees to xxxx its books and records to reflect the security interest of the Collateral Agent in the Collateral.

Perfection of Security Interest. Execute and deliver to the Administrative Agent such agreements, assignments or instruments (including affidavits, notices, reaffirmations and amendments and restatements of existing documents) and do all such other things as the Administrative Agent may reasonably deem necessary, appropriate or convenient (i) to assure to the Administrative Agent the effectiveness effectiveness, perfection and priority of its security interests in the Collateral hereunder, including (A) such financing statements (including renewal statements), amendments and supplements or such other instruments as the Administrative Agent may from time to time reasonably request in order to perfect and maintain the security interests granted hereunder in accordance with the UCC, (B) with regard to registered Copyrights, a Notice of Grant of Security Interest in Copyrights for filing with the United States Copyright Office in the form of Exhibit 5(f)(i5(d)(i) attached hereto, (C) with regard to registered Patents, a Notice of Grant of Security Interest in Patents for filing with the United States Patent and Trademark Office in the form of Exhibit 5(f)(ii5(d)(ii) attached hereto and (D) with regard to Trademarks registered Trademarkswith the United States Patent and Trademark Office and all applications for Trademarks filed with the United States Patent and Trademark Office, a Notice of Grant of Security Interest in Trademarks for filing with the United States Patent and Trademark Office in the form of Exhibit 5(f)(iii5(d)(iii) attached hereto, (ii) to consummate the transactions contemplated hereby and (iii) to otherwise protect and assure the Administrative Agent of its rights and interests hereunder. To that end, each Grantor agrees that authorizes the Administrative Agent may to file one or more financing statements (with collateral descriptions broader broader, including without limitation “all assets” and/or “all personal property” collateral descriptions, and/or less specific than the description of the Collateral contained herein) disclosing the Administrative Agent’s security interest in any or all of the Collateral of such Grantor without such Grantor’s signature thereon, and further each Grantor also hereby irrevocably makes, constitutes and appoints the Administrative Agent, its nominee or any other Person whom the Administrative Agent may designate, as such Grantor’s attorney-in-fact with full power and for the limited purpose to sign in the name of such Grantor any such financing statements (including renewal statements), amendments and supplements, notices or any similar documents that in the Administrative Agent’s reasonable discretion would be necessary, appropriate or convenient in order to perfect and maintain perfection of the security interests granted hereunder, such power, being coupled with an interest, being and remaining irrevocable so long as the Secured Obligations remain unpaid and until the commitments relating thereto shall have been terminated. Each Grantor hereby agrees that a carbon, photographic or other reproduction of this Security Agreement or any such financing statement is sufficient for filing as a financing statement by the Administrative Agent without notice thereof to such Grantor wherever the Administrative Agent may in its sole discretion desire to file the same. In the event that an Event of Default has occurred and is continuing and for any reason the law Law of any jurisdiction other than the applicable jurisdiction as of the Closing Date New York becomes or is applicable to the Collateral of any Grantor or any part thereof, or to any of the Secured Obligations, such Grantor agrees to execute and deliver all such instruments and to do all such other things as the Administrative Agent in its sole discretion reasonably deems necessary, appropriate or convenient to preserve, protect and enforce the security interests of the Administrative Agent under the law Law of such other jurisdiction (and, if a Grantor shall fail to do so promptly upon the request of the Administrative Agent, then the Administrative Agent may execute any and all such requested documents on behalf of such Grantor pursuant to the power of attorney granted hereinabove). If any Collateral is in the possession or control of a Grantor’s agents and the Administrative Agent so requests, such Grantor agrees to notify such agents in writing of the Administrative Agent’s security interest therein and, upon the Administrative Agent’s request, instruct them to hold all such Collateral for the account of the holders of the Secured Obligations and Parties, subject to the Administrative Agent’s instructions. Each Grantor agrees to xxxx its books and records to reflect the security interest of the Agent in the Collateral.

Perfection of Security Interest. Execute and deliver to the Administrative Agent such agreements, assignments or instruments (including affidavits, notices, reaffirmations and amendments and restatements of existing documents, as the Administrative Agent may reasonably request) and do all such other things as the Administrative Agent may reasonably deem necessary, appropriate or convenient (i) to assure to the Administrative Agent the effectiveness and priority of its security interests hereunder, including (A) such financing statements (including renewal statements), amendments and supplements or such other instruments as the Administrative Agent may from time to time reasonably request in order to perfect and maintain the security interests granted hereunder in accordance with the UCC, (B) with regard to registered Copyrights, a Notice of Grant of Security Interest in Copyrights for filing with the United States Copyright Office in the form of Exhibit Schedule 5(f)(i) attached hereto, (C) with regard to registered Patents, a Notice of Grant of Security Interest in Patents for filing with the United States Patent and Trademark Office in the form of Exhibit Schedule 5(f)(ii) attached hereto and (D) with regard to registered Trademarks, a Notice of Grant of Security Interest in Trademarks for filing with the United States Patent and Trademark Office in the form of Exhibit Schedule 5(f)(iii) attached hereto, (ii) to consummate the transactions contemplated hereby and (iii) to otherwise protect and assure the Administrative Agent of its rights and interests hereunder. To that end, each Grantor agrees that authorizes the Administrative Agent may to file one or more financing statements (with which may describe the collateral descriptions broader and/or less specific than the description of the Collateral contained hereinas “all assets” or “all personal property”) disclosing the Administrative Agent’s security interest in any or all of the Collateral of such Grantor without such Grantor’s signature thereon, and further each Grantor also hereby irrevocably makes, constitutes and appoints the Administrative Agent, its nominee or any other Person whom the Administrative Agent may designate, as such Grantor’s attorney-in-fact with full power and for the limited purpose to sign file in the name of such Grantor any such financing statements (including renewal statements), amendments and supplements, notices or any similar documents that in the Administrative Agent’s reasonable discretion would be necessary, appropriate or convenient in order to perfect and maintain perfection of the security interests granted hereunder, such power, being coupled with an interest, being and remaining irrevocable so long as the Secured Obligations remain unpaid and until the commitments relating thereto shall have been terminated. Each Grantor hereby agrees that a carbon, photographic or other reproduction of this Security Agreement or any such financing statement is sufficient for filing as a financing statement by the Administrative Agent without notice thereof to such Grantor wherever the Administrative Agent may in its sole discretion desire to file the same. In the event for any reason the law of any jurisdiction other than the applicable jurisdiction as of the Closing Date New York becomes or is applicable to the Collateral of any Grantor or any part thereof, or to any of the Secured Obligations, such Grantor agrees to execute and deliver all such instruments and to do all such other things as the Administrative Agent in its sole discretion reasonably deems necessary, appropriate or convenient to preserve, protect and enforce the security interests of the Administrative Agent under the law of such other jurisdiction (and, if a Grantor shall fail to do so promptly upon the request of the Administrative Agent, then the Administrative Agent may execute any and all such requested documents on behalf of such Grantor pursuant to the power of attorney granted hereinabove). If any Collateral is in the possession or control of a Grantor’s agents and the Administrative Agent so requests, such Grantor agrees to notify such agents in writing of the Administrative Agent’s security interest therein and, upon the Administrative Agent’s request, instruct them to hold all such Collateral for the account of the holders of the Secured Obligations and subject to the Administrative Agent’s instructions. Each Grantor agrees to xxxx its books and records to reflect the security interest of the Administrative Agent in the Collateral.

Perfection of Security Interest. Execute and deliver to the Collateral Agent such agreements, assignments or instruments (including affidavits, notices, reaffirmations and amendments and restatements of existing documents, as the Collateral Agent may reasonably request) and do all such other things as the Collateral Agent may reasonably deem necessary, appropriate or convenient (i) to assure to the Collateral Agent the effectiveness and priority of its security interests hereunder, including (A) such financing statements (including renewal statements), amendments and supplements or such other instruments as the Collateral Agent may from time to time reasonably request in order to perfect and maintain the security interests granted hereunder in accordance with the UCC, (B) with regard to registered Copyrights, a Notice of Grant of Security Interest in Copyrights for filing with the United States Copyright Office in the form of Exhibit 5(f)(i) attached hereto, (C) with regard to registered Patents, a Notice of Grant of Security Interest in Patents for filing with the United States Patent and Trademark Office in the form of Exhibit 5(f)(ii) attached hereto and (D) with regard to registered Trademarks, a Notice of Grant of Security Interest in Trademarks for filing with the United States Patent and Trademark Office in the form of Exhibit 5(f)(iii) attached hereto, (ii) to consummate the transactions contemplated hereby and (iii) to otherwise protect and assure the Collateral Agent of its rights and interests hereunder. To that end, each Grantor agrees that the Collateral Agent may file one or more financing statements (with collateral descriptions broader and/or less specific than the description of the Collateral contained herein) disclosing the Collateral Agent’s security interest in any or all of the Collateral of such Grantor without such Grantor’s signature thereon, and further each Grantor also hereby irrevocably makes, constitutes and appoints the Collateral Agent, its nominee or any other Person whom the Collateral Agent may designate, as such Grantor’s attorney-in-fact with full power and for the limited purpose to sign in the name of such Grantor any such financing statements (including renewal statements), amendments and supplements, notices or any similar documents that in the Collateral Agent’s reasonable discretion would be necessary, appropriate or convenient in order to perfect and maintain perfection of the security interests granted hereunder, such power, being coupled with an interest, being and remaining irrevocable so long as the Secured Obligations remain unpaid and until the commitments relating thereto shall have been terminated. Each Grantor hereby agrees that a carbon, photographic or other reproduction of this Security Agreement or any such financing statement is sufficient for filing as a financing statement by the Collateral Agent without notice thereof to such Grantor wherever the Collateral Agent may in its sole discretion desire to file the same. In the event for any reason the law of any jurisdiction other than the applicable jurisdiction as of the Closing Date becomes or is applicable to the Collateral of any Grantor or any part thereof, or to any of the Secured Obligations, such Grantor agrees to execute and deliver all such instruments and to do all such other things as the Collateral Agent in its sole reasonable discretion reasonably deems necessary, appropriate or convenient to preserve, protect and enforce the security interests of the Collateral Agent under the law of such other jurisdiction (and, if a Grantor shall fail to do so promptly upon the request of the Collateral Agent, then the Collateral Agent may execute any and all such requested documents on behalf of such Grantor pursuant to the power of attorney granted hereinabove). If After the occurrence and during the continuation of an Event of Default, if any Collateral is in the possession or control of a Grantor’s agents and the Collateral Agent so requests, such Grantor agrees to notify such agents in writing of the Collateral Agent’s security interest therein and, upon the Collateral Agent’s request, instruct them to hold all such Collateral for the account of the holders of the Secured Obligations and subject to the Collateral Agent’s instructions. Each Grantor agrees to xxxx its books and records to reflect the security interest of the Agent in the Collateral.

Perfection of Security Interest. Execute and deliver to the Administrative Agent such agreements, assignments or instruments (including affidavits, notices, reaffirmations and amendments and restatements of existing documents, as the Administrative Agent may reasonably request) and do all such other things as the Administrative Agent may reasonably deem necessary, appropriate or convenient (i) to assure to the Administrative Agent the effectiveness and priority of its security interests hereunder, including (A) such financing statements (including renewal statements), amendments and supplements or such other instruments as the Administrative Agent may from time to time reasonably request in order to perfect and maintain the security interests granted hereunder in accordance with the UCC, (B) with regard to registered Copyrights, a Notice of Grant of Security Interest in Copyrights for filing with the United States Copyright Office in the form of Exhibit Schedule 5(f)(i) attached hereto, (C) with regard to registered Patents, a Notice of Grant of Security Interest in Patents for filing with the United States Patent and Trademark Office in the form of Exhibit Schedule 5(f)(ii) attached hereto and (D) with regard to registered Trademarks, a Notice of Grant of Security Interest in Trademarks for filing with the United States Patent and Trademark Office in the form of Exhibit Schedule 5(f)(iii) attached hereto, (ii) to consummate the transactions contemplated hereby and (iii) to otherwise protect and assure the Administrative Agent of its rights and interests hereunder. To that end, each Grantor agrees that authorizes the Administrative Agent may to file one or more financing statements (with collateral descriptions broader and/or less specific than the description of the Collateral contained herein) disclosing the Administrative Agent’s security interest in any or all of the Collateral of such Grantor without such Grantor’s signature thereon, and further each Grantor also hereby irrevocably makes, constitutes and appoints the Administrative Agent, its nominee or any other Person whom the Administrative Agent may designate, as such Grantor’s attorney-in-fact with full power and for the limited purpose to sign in the name of such Grantor any such financing statements (including renewal statements), amendments and supplements, notices or any similar documents that in the Administrative Agent’s reasonable discretion would be necessary, appropriate or convenient in order to perfect and maintain perfection of the security interests granted hereunder, such power, being coupled with an interest, being and remaining irrevocable so long as the Secured Obligations remain unpaid and until the commitments relating thereto shall have been terminated. Each Grantor hereby agrees that a carbon, photographic or other reproduction of this Security Agreement or any such financing statement is sufficient for filing as a financing statement by the Administrative Agent without notice thereof to such Grantor wherever the Administrative Agent may in its sole discretion desire to file the same. In the event for any reason the law of any jurisdiction other than the applicable jurisdiction as of the Closing Date North Carolina becomes or is applicable to the Collateral of any Grantor or any part thereof, or to any of the Secured Obligations, such Grantor agrees to execute and deliver all such instruments and to do all such other things as the Administrative Agent in its sole discretion reasonably deems necessary, appropriate or convenient to preserve, protect and enforce the security interests of the Administrative Agent under the law of such other jurisdiction (and, if a Grantor shall fail to do so promptly upon the request of the Administrative Agent, then the Administrative Agent may execute any and all such requested documents on behalf of such Grantor pursuant to the power of attorney granted hereinabove). If any Collateral is in the possession or control of a Grantor’s agents and the Administrative Agent so requests, such Grantor agrees to notify such agents in writing of the Administrative Agent’s security interest therein and, upon the Administrative Agent’s request, instruct them to hold all such Collateral for the account of the holders of the Secured Obligations and subject to the Administrative Agent’s instructions. Each Grantor agrees to xxxx its books and records to reflect the security interest of the Administrative Agent in the Collateral.

Perfection of Security Interest. Execute and deliver to the Administrative Agent such agreements, assignments or instruments (including affidavits, notices, reaffirmations and amendments and restatements of existing documents, as the Administrative Agent may reasonably request in writing) and do all such other things as the Administrative Agent may reasonably deem necessary, necessary or appropriate or convenient (i) to assure to the Administrative Agent the effectiveness effectiveness, perfection and priority of its security interests in the Collateral hereunder, including (A) such financing statements (including renewal statements), amendments and supplements or such other instruments as the Administrative Agent may from time to time reasonably request in writing in order to perfect and maintain the security interests granted hereunder in accordance with the UCCUniform Commercial Code, (B) with regard to registered Copyrights, a Notice of Grant of Security Interest in Copyrights for filing with the United States Copyright Office in the form of Exhibit 5(f)(i5(c)(i)(B) attached hereto, (C) with regard to registered Patents, a Notice of Grant of Security Interest in Patents for filing with the United States Patent and Trademark Office in the form of Exhibit 5(f)(ii5(c)(i)(C) attached hereto and (D) with regard to Trademarks registered Trademarkswith the United States Patent and Trademark Office and all applications for Trademarks filed with the United States Patent and Trademark Office, a Notice of Grant of Security Interest in Trademarks for filing with the United States Patent and Trademark Office in the form of Exhibit 5(f)(iii5(c)(i)(D) attached hereto, (ii) to consummate the transactions contemplated hereby and (iii) to otherwise protect and assure the Administrative Agent of its rights and interests hereunder. To that end, each and, in furtherance of the foregoing, such Grantor agrees that hereby (1) authorizes the Administrative Agent may to file one or more financing statements (with collateral descriptions broader and/or less specific than the description of including authorization to describe the Collateral contained hereinas “all assets” or words of similar meaning) disclosing the Administrative Agent’s security interest in any or all of the Collateral of such Grantor without such Grantor’s signature thereon, and further each Grantor also hereby (2) irrevocably makes, constitutes and appoints the Administrative Agent, its nominee or any other Person whom the Administrative Agent may designate, as such Grantor’s attorney-in-fact with full power and for the limited purpose to sign in the name of such Grantor any such financing statements (including renewal statements), amendments and supplements, notices or any similar documents that in the Administrative Agent’s reasonable discretion would be necessary, appropriate or convenient in order to perfect and maintain perfection of the security interests granted hereunder, such power, being coupled with an interest, being and remaining irrevocable so long as any Lender shall have any Commitment under the Secured Obligations Credit Agreement, and so long as any Loan or other Obligation under the Credit Agreement shall remain unpaid or unsatisfied (other than contingent indemnification obligations for which no claim has been asserted), and until the commitments relating thereto shall have been terminated. Each Grantor hereby (3) agrees that a carbon, photographic or other reproduction of this Security Agreement or any such financing statement is sufficient for filing as a financing statement by the Administrative Agent without notice thereof to such Grantor wherever the Administrative Agent may in its sole discretion desire to file the same. In the event for any reason the law of any jurisdiction other than the applicable jurisdiction as of the Closing Date New York becomes or is applicable to the Collateral of any Grantor or any part thereof, or to any of the Secured Obligations, such Grantor agrees to execute and deliver all such instruments and to do all such other things as the Administrative Agent in its sole discretion reasonably deems necessary, necessary or appropriate or convenient to preserve, protect and enforce the security interests of the Administrative Agent under the law of such other jurisdiction (and, if a Grantor shall fail to do so promptly upon the written request of the Administrative Agent, then the Administrative Agent may execute any and all such requested documents on behalf of such Grantor pursuant to the power of attorney granted hereinabove). If any Collateral is in the possession or control of a Grantor’s agents (other than contract manufacturers and other service providers in the ordinary course of business) and the Administrative Agent so requestsrequests in writing, such Grantor agrees to notify such agents in writing of the Administrative Agent’s security interest therein and, upon the Administrative Agent’s reasonable request, instruct them to hold all such Collateral for the account of the holders of the Secured Obligations and Parties, subject to the Administrative Agent’s instructions. Each Upon the request of the Administrative Agent, each Grantor agrees to xxxx its books and records to reflect the security interest of the Administrative Agent in the Collateral.

Perfection of Security Interest. Execute and deliver to the Administrative Agent such agreements, assignments or instruments (including affidavits, notices, reaffirmations and amendments and restatements of existing documents) and do all such other things as the Administrative Agent may reasonably deem necessary, necessary or appropriate or convenient (i) to assure to the Administrative Agent the effectiveness effectiveness, perfection and priority of its security interests in the Collateral hereunder, including (A) such financing statements (including renewal statements), amendments and supplements or such other instruments as the Administrative Agent may from time to time reasonably request in order to perfect and maintain the security interests granted hereunder in accordance with the UCC, (B) with regard to registered CopyrightsCopyrights (that are not Excluded Property), a Notice short form grant of Grant of Security Interest security interest in Copyrights for filing with the United States Copyright Office in the form of Exhibit 5(f)(i5(c)(i) attached hereto, (C) with regard to registered PatentsPatents (that are not Excluded Property), a Notice short form grant of Grant of Security Interest security interest in Patents for filing with the United States Patent and Trademark Office in the form of Exhibit 5(f)(ii5(c)(ii) attached hereto and (D) with regard to Trademarks (that are not Excluded Property) registered Trademarkswith the United States Patent and Trademark Office and all applications for Trademarks (that are not Excluded Property) filed with the United States Patent and Trademark Office, a Notice short form grant of Grant of Security Interest security interest in Trademarks for filing with the United States Patent and Trademark Office in the form of Exhibit 5(f)(iii5(c)(iii) attached hereto, (ii) to consummate the transactions contemplated hereby and (iii) to otherwise protect and assure the Administrative Agent of its rights and interests hereunder. To that end, each Grantor agrees that authorizes the Administrative Agent may to file one or more financing statements (with collateral descriptions broader, including without limitation “all assets” and/or “all personal property” collateral descriptions, and/or less specific than the description of the Collateral contained herein, provided, in the event that a collateral description is used with respect to financing statements filed on Operations or any Subsidiary that may serve as a lessee under Securitization Program Documents as debtor that is broader and/or less specific than the description of the Collateral contained herein, such collateral description shall expressly exclude any assets subject to a Lien permitted by Section 8.01(s) of the Credit Agreement and such description shall specifically include the text of Section 8.01(s) and the definitions from the Credit Agreement of each defined term used therein) disclosing the Administrative Agent’s security interest in any or all of the Collateral of such Grantor without such Grantor’s signature thereon, and further further, each Grantor also hereby irrevocably makes, constitutes and appoints the Administrative Agent, its nominee or any other Person whom the Administrative Agent may designate, as such Grantor’s attorney-in-fact with full power and for the limited purpose to sign in the name of such Grantor any such financing statements (including renewal statements), amendments and supplements, notices or any similar documents that in the Administrative Agent’s reasonable discretion would be necessary, necessary or appropriate or convenient in order to perfect and maintain perfection of the security interests granted hereunder, such power, being coupled with an interest, being and remaining irrevocable so long as the Secured Obligations remain unpaid and until the commitments relating thereto shall have been terminatedterminated (other than contingent indemnification obligations and similar obligations in each case for which no claim has been asserted). Each Grantor hereby agrees that a carbon, photographic or other reproduction of this Security Agreement or any such financing statement is sufficient for filing as a financing statement by the Administrative Agent without notice thereof to such Grantor wherever the Administrative Agent may in its sole discretion desire to file the same. In the event for any reason the law of any jurisdiction other than the applicable jurisdiction as of the Closing Date New York becomes or is applicable to the Collateral of any Grantor or any part thereof, or to any of the Secured Obligations, such Grantor agrees to execute and deliver all such instruments and to do all such other things as the Administrative Agent in its sole discretion reasonably deems necessary, necessary or appropriate or convenient to preserve, protect and enforce the security interests of the Administrative Agent under the law of such other jurisdiction (and, if a Grantor shall fail to do so promptly upon the request of the Administrative Agent, then the Administrative Agent may execute any and all such requested documents on behalf of such Grantor pursuant to the power of attorney granted hereinabove). If Notwithstanding anything to the contrary in this Section 5(c), in no event shall any account control agreements, issuer control agreements or similar control arrangements with respect to investment property, deposit accounts, letter-of-credit rights or electronic chattel paper be required with respect to any Collateral until after an Event of Default has occurred and is continuing and the Administrative Agent requests such account control agreements, issuer control agreements or similar control arrangements. It is understood and agreed that notwithstanding this Section 5(c), the Loan Parties’ obligation to perfect the Administrative Agent’s Lien in the possession or control of a Grantor’s agents and the Agent so requests, such Grantor agrees Material Rentable Vehicles is subject to notify such agents in writing Section 7.14(c) of the Agent’s security interest therein and, upon the Agent’s request, instruct them to hold all such Collateral for the account of the holders of the Secured Obligations and subject to the Agent’s instructions. Each Grantor agrees to xxxx its books and records to reflect the security interest of the Agent in the CollateralCredit Agreement.

Perfection of Security Interest. Execute and deliver to the Agent such agreements, assignments or instruments (including affidavits, notices, reaffirmations and amendments and restatements of existing documents, as the Agent may reasonably request) and do all such other things as the Agent may reasonably deem necessary, necessary or appropriate or convenient (i) to assure to the Agent the effectiveness and priority of its security interests hereunder, including (A) such financing statements (including renewal statements), ) or amendments and thereof or supplements thereto or such other instruments as the Agent may from time to time reasonably request in order to perfect and maintain the security interests granted hereunder in accordance with the UCC, (B) with regard to registered Copyrights, a Notice of Grant of Security Interest in Copyrights for filing with the United States Copyright Office in the form of Exhibit 5(f)(i) attached heretoSchedule 4(f)(i), (C) with regard to registered Patents, a Notice of Grant of Security Interest in Patents for filing with the United States Patent and Trademark Office in the form of Exhibit 5(f)(iiSchedule 4(f)(ii) attached hereto and (D) with regard to registered Trademarks, a Notice of Grant of Security Interest in Trademarks for filing with the United States Patent and Trademark Office in the form of Exhibit 5(f)(iiiSchedule 4(f)(iii) attached hereto, (ii) to consummate the transactions contemplated hereby and (iii) to otherwise protect and assure the Agent of its rights and interests hereunder. To that end, each Grantor Obligor agrees that the Agent may file one or more financing statements (with collateral descriptions broader and/or less specific than the description of the Collateral contained herein) disclosing the Agent’s 's security interest in any or all of the Collateral of such Grantor without Obligor without, to the extent permitted by law, such Grantor’s Obligor's signature thereon, and further each Grantor Obligor also hereby irrevocably makes, constitutes and appoints the Agent, its nominee or any other Person person whom the Agent may designate, as such Grantor’s attorney-in-Obligor's attorney in fact with full power and for the limited purpose to sign in the name of such Grantor Obligor any such financing statements (including renewal statements), or amendments and supplementssupplements to financing statements, renewal financing statements, notices or any similar documents that which in the Agent’s 's reasonable discretion would be necessary, appropriate or convenient in order to perfect and maintain perfection of the security interests granted hereunder, such power, being coupled with an interest, being and remaining irrevocable so long as the Secured Obligations Credit Agreement is in effect or any amounts payable thereunder or under any other Credit Document or any Letter of Credit shall remain unpaid outstanding, and until all of the commitments relating thereto Commitments thereunder shall have been terminated. Each Grantor Obligor hereby agrees that a carbon, photographic or other reproduction of this Security Agreement or any such financing statement is sufficient for filing as a financing statement by the Agent without notice thereof to such Grantor Obligor wherever the Agent may in its sole discretion desire to file the same. In the event for any reason the law of any jurisdiction other than the applicable jurisdiction as of the Closing Date North Carolina becomes or is applicable to the Collateral of any Grantor Obligor or any part thereof, or to any of the Secured Obligations, such Grantor Obligor agrees to execute and deliver all such instruments and to do all such other things as the Agent in its sole discretion reasonably deems necessary, necessary or appropriate or convenient to preserve, protect and enforce the security interests of the Agent under the law of such other jurisdiction (and, if a Grantor an Obligor shall fail to do so promptly upon the request of the Agent, then the Agent may execute any and all such requested documents on behalf of such Grantor Obligor pursuant to the power of attorney granted hereinabove). If any Collateral is in the possession or control of a Grantor’s an Obligor's agents and the Agent so requests, such Grantor Obligor agrees to notify such agents in writing of the Agent’s 's security interest therein and, upon the Agent’s 's request, instruct them to hold all such Collateral for the Lenders' account of the holders of the Secured Obligations and subject to the Agent’s 's further instructions. Each Grantor Obligor agrees to xxxx its books and records to reflect the security interest of the Agent in the Collateral.

Perfection of Security Interest. Execute and deliver to the --------------------------------- Administrative Agent such agreements, assignments or instruments (including affidavits, notices, reaffirmations and amendments and restatements of existing documents, as the Administrative Agent may reasonably request) and do all such other things as the Administrative Agent may reasonably deem necessary, necessary or appropriate or convenient (i) to assure to the Administrative Agent the effectiveness and priority of its security interests hereunder, including (A) such financing statements (including renewal statements), ) or amendments and thereof or supplements thereto or such other instruments as the Administrative Agent may from time to time reasonably request in order to perfect and maintain the security interests granted hereunder in accordance with the UCC, (B) with regard to registered Copyrights, a Notice of Grant of Security Interest in Copyrights for filing with the United States Copyright Office in the form of Exhibit Schedule 5(f)(i) attached hereto, (C) with regard to registered Patents, a Notice of Grant ----------------- of Security Interest in Patents for filing with the United States Patent and Trademark Office in the form of Exhibit Schedule 5(f)(ii) attached hereto and (D) with ----------------- regard to registered Trademarks, a Notice of Grant of Security Interest in Trademarks for filing with the United States Patent and Trademark Office in the form of Exhibit Schedule 5(f)(iii) attached hereto, (ii) to consummate the transactions ------------ contemplated hereby and (iii) to otherwise protect and assure the Administrative - Agent of its rights and interests hereunder. To that end, each Grantor Obligor agrees that the Administrative Agent may file one or more financing statements (with collateral descriptions broader and/or less specific than the description of the Collateral contained herein) disclosing the Administrative Agent’s 's security interest in any or all of the Collateral of such Grantor without Obligor without, to the extent permitted by law, such Grantor’s Obligor's signature thereon, and further each Grantor Obligor also hereby irrevocably makes, constitutes and appoints the Administrative Agent, its nominee or any other Person person whom the Administrative Agent may designate, as such Grantor’s attorney-in-Obligor's attorney in fact with full power and for the limited purpose to sign in the name of such Grantor Obligor any such financing statements (including renewal statements), or amendments and supplementssupplements to financing statements, renewal financing statements, notices or any similar documents that which in the Administrative Agent’s 's reasonable discretion would be necessary, appropriate or convenient in order to perfect and maintain perfection of the security interests granted hereunder, such power, being coupled with an interest, being and remaining irrevocable so long as either of the Secured Obligations Revolving Credit Agreement or Term Loan Agreement in effect or any amounts payable thereunder or under any other Credit Document shall remain unpaid outstanding, and until all of the commitments relating thereto Commitments thereunder shall have been terminated. Each Grantor Obligor hereby agrees that a carbon, photographic or other reproduction of this Security Agreement or any such financing statement is sufficient for filing as a financing statement by the Administrative Agent without notice thereof to such Grantor Obligor wherever the Administrative Agent may in its sole discretion desire to file the same. In the event for any reason the law of any jurisdiction other than the applicable jurisdiction as of the Closing Date New York becomes or is applicable to the Collateral of any Grantor Obligor or any part thereof, or to any of the Secured Obligations, such Grantor Obligor agrees to execute and deliver all such instruments and to do all such other things as the Administrative Agent in its sole discretion reasonably deems necessary, necessary or appropriate or convenient to preserve, protect and enforce the security interests of the Administrative Agent under the law of such other jurisdiction (and, if a Grantor an Obligor shall fail to do so promptly upon the request of the Administrative Agent, then the Administrative Agent may execute any and all such requested documents on behalf of such Grantor Obligor pursuant to the power of attorney granted hereinabove). If any Collateral is in the possession or control of a Grantor’s an Obligor's agents and the Administrative Agent so requests, such Grantor Obligor agrees to notify such agents in writing of the Administrative Agent’s 's security interest therein and, upon the Administrative Agent’s 's request, instruct them to hold all such Collateral for the Lenders' account of the holders of the Secured Obligations and subject to the Administrative Agent’s 's instructions. Each Grantor Obligor agrees to xxxx mxxx its books and records to reflect the security interest of the Administrative Agent in the Collateral.

Perfection of Security Interest. Execute and deliver to the Agent such agreements, assignments or instruments (including affidavits, notices, reaffirmations and amendments and restatements of existing documents, as the Agent may reasonably request) and do all such other things as the Agent may reasonably deem necessary, necessary or appropriate or convenient (i) to assure to the Agent the effectiveness and priority of its security interests hereunder, including including, but not limited to, (A) such financing statements (including renewal statements), ) or amendments and thereof or supplements thereto or such other instruments as the Agent may from time to time reasonably request in order to perfect and maintain the security interests granted hereunder in accordance with the UCCUCC and any other personal property security legislation in the appropriate state(s) or province(s), (B) with regard to registered Copyrights, a Notice of Grant of Security Interest in Copyrights for filing with the United States Copyright Office in the form of Exhibit 5(f)(i) EXHIBIT 6(f)-1 attached hereto, and (C) with regard to registered PatentsPatents and Trademarks, a Notice of Grant of Security Interest in Patents for filing with the United States Patent and Trademark Office in the form of Exhibit 5(f)(ii) attached hereto and (D) with regard to registered Trademarks, a Notice of Grant of Security Interest in Trademarks for filing with the United States Patent and Trademark Office in the form of Exhibit 5(f)(iii) EXHIBIT 6(f)-2 attached hereto, (ii) to consummate the transactions contemplated hereby and (iii) to otherwise protect and assure the Agent of its rights and interests hereunder. To that end, each Grantor Credit Party agrees that the Agent may file one or more financing statements (with collateral descriptions broader and/or less specific than the description of the Collateral contained herein) disclosing the Agent’s 's security interest in any or all of the Collateral of such Grantor without Credit Party without, to the extent permitted by law, such Grantor’s Credit Party's signature thereon, and further each Grantor Credit Party also hereby irrevocably makes, constitutes and appoints the Agent, its nominee or any other Person whom the Agent may designate, as such Grantor’s attorney-in-Credit Party's attorney in fact with full power and for the limited purpose to sign in the name of such Grantor Credit Party any such financing statements (including renewal statements), or amendments and supplementssupplements to financing statements, renewal financing statements, notices or any similar documents that which in the Agent’s 's reasonable discretion would be necessary, appropriate or convenient in order to perfect and maintain perfection of the security interests granted hereunder, such power, being coupled with an interest, being and remaining irrevocable so long as the Secured Obligations New Credit Agreement or Working Capital Credit Agreement is in effect or any amounts payable thereunder or under any other Credit Document or Working Capital Credit Document or any Loan or Working Capital Revolving Loan shall remain unpaid outstanding, and until all of the commitments relating thereto Commitments thereunder shall have been terminated. Each Grantor Credit Party hereby agrees that a carbon, photographic or other reproduction of this Security Agreement or any such financing statement is sufficient for filing as a financing statement by the Agent without notice thereof to such Grantor Credit Party wherever the Agent may in its sole discretion desire to file the same. In the event for any reason the law of any jurisdiction other than the applicable jurisdiction as of the Closing Date North Carolina becomes or is applicable to the Collateral of any Grantor Credit Party or any part thereof, or to any of the Secured Obligations, such Grantor Credit Party agrees to execute and deliver all such instruments and to do all such other things as the Agent in its sole discretion reasonably deems necessary, necessary or appropriate or convenient to preserve, protect and enforce the security interests of the Agent under the law of such other jurisdiction (and, if a Grantor Credit Party shall fail to do so promptly upon the request of the Agent, then the Agent may execute any and all such requested documents on behalf of such Grantor Credit Party pursuant to the power of attorney granted hereinabove). If any Collateral is in the possession or control of a Grantor’s Credit Party's agents and the Agent so requests, such Grantor Credit Party agrees to notify such agents in writing of the Agent’s 's security interest therein and, upon the Agent’s 's request, instruct them to hold all such Collateral for the Lenders' account of the holders of the Secured Obligations and subject to the Agent’s 's instructions. Each Grantor Credit Party agrees to xxxx mark its books and records to reflect the security interest of the Agent in the Collateral.

Perfection of Security Interest. Execute and deliver to the Administrative Agent such agreements, assignments or instruments (including affidavits, notices, reaffirmations and amendments and restatements of existing documents) and do all such other things as the Administrative Agent may reasonably deem necessary, appropriate or convenient (i) to assure to the Administrative Agent the effectiveness effectiveness, perfection and priority of its security interests in the Collateral hereunder, including (A) such financing statements (including renewal statements), amendments and supplements or such other instruments as the Administrative Agent may from time to time reasonably request in order to perfect and maintain the security interests granted hereunder in accordance with the UCC, (B) with regard to registered Copyrights, a Notice Patents and Trademarks, an intellectual property security agreement in substantially the form of Grant of Security Interest in Copyrights Exhibit 5(d) attached hereto for filing with the United States Copyright Office in the form of Exhibit 5(f)(i) attached hereto, (C) with regard to registered Patents, a Notice of Grant of Security Interest in Patents for filing with and the United States Patent and Trademark Office in the form of Exhibit 5(f)(ii) attached hereto and (D) with regard to registered Trademarks, a Notice of Grant of Security Interest in Trademarks for filing with the United States Patent and Trademark Office in the form of Exhibit 5(f)(iii) attached heretoOffice, (ii) to consummate the transactions contemplated hereby and (iii) to otherwise protect and assure the Administrative Agent of its rights and interests hereunder. To that end, each Grantor agrees that authorizes the Administrative Agent may to file one or more financing statements (with collateral descriptions broader broader, including without limitation “all assets” and/or “all assets of the debtor, whether now owned or existing or owned, acquired or arising hereafter” and/or “all personal property” collateral descriptions, and/or less specific than the description of the Collateral contained herein) disclosing the Administrative Agent’s security interest in any or all of the Collateral of such Grantor without such Grantor’s signature thereon. Each Grantor hereby ratifies and confirms each financing statement filed by Union Bank prior to the Closing Date and agrees that such financing statement shall be deemed to be maintained by Union Bank in its capacity as Administrative Agent under the Credit Agreement, this Security Agreement and further each the other Loan Documents. Each Grantor also hereby irrevocably makes, constitutes and appoints the Administrative Agent, its nominee or any other Person whom the Administrative Agent may designate, as such Grantor’s attorney-in-fact with full power and for the limited purpose to sign in the name of such Grantor any such financing statements (including renewal statements), amendments and supplements, notices or any similar documents that in the Administrative Agent’s reasonable discretion would be necessary, appropriate or convenient in order to perfect and maintain perfection of the security interests granted hereunder, such power, being coupled with an interest, being and remaining irrevocable so long as the Secured Obligations remain unpaid (other than contingent indemnification obligations that pursuant to the express terms of the Loan Documents survive termination of the Loan Documents, obligations arising under Cash Management Agreements that survive the termination of the Credit Agreement as to which cash collateral or other arrangements satisfactory to the applicable Cash Management Bank shall have been made and Letters of Credit as to which Cash Collateral or other arrangements satisfactory to Administrative Agent and L/C Issuer shall have been made) and until the commitments relating thereto shall have been terminatedterminated and the Facility Termination Date has occurred. Each Grantor hereby agrees that a carbon, photographic or other reproduction of this Security Agreement or any such financing statement is sufficient for filing as a financing statement by the Administrative Agent without notice thereof to such Grantor wherever the Administrative Agent may in its sole discretion desire to file the same. In the event for any reason the law of any jurisdiction other than the applicable jurisdiction as of the Closing Date California becomes or is applicable to the Collateral of any Grantor or any part thereof, or to any of the Secured Obligations, such Grantor agrees to execute and deliver all such instruments and to do all such other things as the Administrative Agent in its sole discretion reasonably deems necessary, appropriate or convenient to preserve, protect and enforce the security interests of the Administrative Agent under the law of such other jurisdiction (and, if a Grantor shall fail to do so promptly upon the request of the Administrative Agent, then the Administrative Agent may execute any and all such requested documents on behalf of such Grantor pursuant to the power of attorney granted hereinabove). If any Collateral with a value in excess of $100,000, individually with one agent, or in excess of the Threshold Amount, in the aggregate for all agents, is in the possession or control of a Grantor’s agents and the Administrative Agent so requests, such Grantor agrees to notify such agents in writing of the Administrative Agent’s security interest therein and, upon the Administrative Agent’s request, instruct them to hold all such Collateral for the account of the holders of the Secured Obligations and Parties, subject to the Administrative Agent’s instructions. Each Grantor agrees to xxxx its books and records to reflect the security interest of the Administrative Agent in the Collateral.

Perfection of Security Interest. Execute and deliver to the Canadian Administrative Agent such agreements, assignments or instruments (including affidavits, notices, reaffirmations and amendments and restatements of existing documents) and do all such other things as the Canadian Administrative Agent may reasonably deem necessary, appropriate or convenient (i) to assure to the Canadian Administrative Agent the effectiveness effectiveness, perfection and priority of its security interests in the Collateral hereunder, including (A) such financing statements (including renewal statements), amendments and supplements or such other instruments as the Canadian Administrative Agent may from time to time reasonably request in order to perfect and maintain the security interests granted hereunder in accordance with the UCCPPSA, (B) with regard to registered Copyrights, a Notice of Grant of Security Interest in Copyrights for filing with the United States Copyright Canadian Intellectual Property Office in the form of Exhibit 5(f)(i5(d)(i) attached hereto, (C) with regard to registered Patents, a Notice of Grant of Security Interest in Patents for filing with the United States Patent and Trademark Canadian Intellectual Property Office in the form of Exhibit 5(f)(ii5 (d)(ii) attached hereto and (D) with regard to Trademarks registered Trademarkswith the Canadian Intellectual Property Office and all applications for Trademarks filed with the Canadian Intellectual Property Office, a Notice of Grant of Security Interest in Trademarks for filing with the United States Patent and Trademark Canadian Intellectual Property Office in the form of Exhibit 5(f)(iii5(d)(iii) attached hereto, (ii) to consummate the transactions contemplated hereby and (iii) to otherwise protect and assure the Canadian Administrative Agent of its rights and interests hereunder. To that end, each Grantor agrees that authorizes the Canadian Administrative Agent may to file one or more financing statements (with collateral descriptions broader broader, including without limitation “inventory”, “equipment”, “accounts”, “other” and/or less specific than the description of the Collateral contained herein“motor vehicle included” collateral descriptions) disclosing the Canadian Administrative Agent’s security interest in any or all of the Collateral of such Grantor without such Grantor’s signature thereon, and further each Grantor also hereby irrevocably makes, constitutes and appoints the Agent, its nominee or any other Person whom the Agent may designate, as such Grantor’s attorney-in-fact with full power and for the limited purpose to sign in the name of such Grantor any such financing statements (including renewal statements), amendments and supplements, notices or any similar documents that in the Agent’s reasonable discretion would be necessary, appropriate or convenient in order to perfect and maintain perfection of the security interests granted hereunder, such power, being coupled with an interest, being and remaining irrevocable so long as the Secured Obligations remain unpaid and until the commitments relating thereto shall have been terminated. Each Grantor hereby agrees that a carbon, photographic or other reproduction of this Canadian Security Agreement or any such financing statement is sufficient for filing as a financing statement by the Canadian Administrative Agent without notice thereof to such Grantor wherever the Canadian Administrative Agent may in its sole discretion desire to file the same. In the event for any reason the law of any jurisdiction other than the applicable jurisdiction as of the Closing Date Ontario becomes or is applicable to the Collateral of any Grantor or any part thereof, or to any of the Secured Obligations, such Grantor agrees to execute and deliver all such instruments and to do all such other things as the Canadian Administrative Agent in its sole discretion reasonably deems necessary, appropriate or convenient to preserve, protect and enforce the security interests of the Canadian Administrative Agent under the law of such other jurisdiction (and, if a Grantor shall fail to do so promptly upon the request of the Canadian Administrative Agent, then the Canadian Administrative Agent may execute any and all such requested documents on behalf of such Grantor pursuant to the power of attorney granted hereinabove). If any Collateral is in the possession or control of a Grantor’s agents and the Canadian Administrative Agent so requests, such Grantor agrees to notify such agents in writing of the Canadian Administrative Agent’s security interest therein and, upon the Canadian Administrative Agent’s request, instruct them to hold all such Collateral for the account of the holders of the Secured Obligations and Parties, subject to the Canadian Administrative Agent’s instructions. Each Grantor agrees to xxxx its books and records to reflect the security interest of the Canadian Administrative Agent in the Collateral.

Perfection of Security Interest. Execute Such Obligor hereby authorizes the Agent to prepare and file such financing statements (including renewal statements and in lieu statements) or amendments thereof or supplements thereto or other instruments as the Agent may from time to time deem necessary or appropriate to perfect and maintain the security interests granted hereunder in accordance with the UCC and, subject to Permitted Liens, to ensure the first priority of such security interests. Any financing statement filed by the Agent may contain a general description of the collateral covered thereby, as permitted by the UCC, which states that the security interest attaches to all personal property or to all assets of the debtor. Such Obligor shall from time to time upon request by the Agent also execute and deliver to the Agent such agreements, assignments or instruments (including affidavits, notices, reaffirmations and amendments and restatements of existing documents, as the Agent may reasonably request) and do all such other things as the Agent may reasonably deem necessary, necessary or appropriate or convenient (i) to assure to the Agent the effectiveness and priority of that its security interests hereunderhereunder are perfected and, including subject to Permitted Liens, of the first priority, including, without limitation, (A) such financing statements (including renewal statements and in lieu statements), ) or amendments and thereof or supplements thereto or such other instruments as the Agent may from time to time reasonably request in order to perfect and maintain the security interests granted hereunder and to ensure the first priority (subject to Permitted Liens) thereof in accordance with the UCC, (B) with regard to registered any material Copyrights, a Notice of Grant of Security Interest in Copyrights for filing with the United States Copyright Office in the form of Exhibit Schedule 5(f)(i) attached hereto, (C) with regard to registered any material Patents, a Notice of Grant of Security Interest in Patents for filing with the United States Patent and Trademark Office in the form of Exhibit Schedule 5(f)(ii) attached hereto and (D) with regard to registered any material Trademarks, a Notice of Grant of Security Interest in Trademarks for filing with the United States Patent and Trademark Office in the form of Exhibit Schedule 5(f)(iii) attached hereto, (ii) to consummate the transactions contemplated hereby and (iii) to otherwise protect and assure the Agent of its rights and interests hereunder. To that end, each Grantor agrees that Each Obligor hereby irrevocably authorizes and appoints the Agent may file one or more financing statements (with collateral descriptions broader and/or less specific than the description as such Obligor's attorney-in-fact, at such Obligor's cost and expense, to file, record and register any and all of the Collateral contained herein) disclosing the Agent’s Lenders' security interest in any or all material Intellectual Property of the Collateral of such Grantor without such Grantor’s signature thereon, Obligors with the United States Patent and further each Grantor also hereby irrevocably makes, constitutes and appoints Trademark Office or the Agent, its nominee or any other Person whom the Agent may designate, as such Grantor’s attorney-in-fact with full power and for the limited purpose to sign in the name of such Grantor any such financing statements (including renewal statements), amendments and supplements, notices or any similar documents that in the Agent’s reasonable discretion would be necessary, appropriate or convenient in order to perfect and maintain perfection of the security interests granted hereunder, such power, being coupled with an interest, being and remaining irrevocable so long as the Secured Obligations remain unpaid and until the commitments relating thereto shall have been terminated. Each Grantor hereby agrees that a carbon, photographic or other reproduction of this Security Agreement or any such financing statement is sufficient for filing as a financing statement by the Agent without notice thereof to such Grantor wherever the Agent may in its sole discretion desire to file the sameUnited States Copyright Office. In the event for any reason the law of any jurisdiction other than the applicable jurisdiction as of the Closing Date New York becomes or is applicable to the Collateral of any Grantor Obligor or any part thereof, or to any of the Secured Obligations, such Grantor Obligor agrees from time to time upon request of the Agent to execute and deliver all such instruments and to do all such other things as the Agent in its sole reasonable discretion reasonably deems necessary, necessary or appropriate or convenient to preserve, protect and enforce the security interests of the Agent and the first priority thereof (subject to Permitted Liens) under the law of such other jurisdiction (and, if a Grantor such Obligor shall fail to do so promptly upon the request of the Agent, then the Agent may execute any and all such requested documents on behalf of such Grantor Obligor pursuant to the power of attorney granted hereinabove). If any Collateral is in the possession or control of a Grantor’s agents and the Agent so requests, such Grantor agrees to notify such agents in writing of the Agent’s security interest therein and, upon the Agent’s request, instruct them to hold all such Collateral for the account of the holders of the Secured Obligations and subject to the Agent’s instructions. Each Grantor Such Obligor agrees to xxxx its books and records to reflect the security interest of the Agent in the Collateral.

Perfection of Security Interest. Execute and deliver to The Company shall take all actions during the Agent such agreementsSecurity Term that may be necessary or desirable, assignments or instruments (including affidavits, notices, reaffirmations and amendments and restatements of existing documents) and do all such other things as the Agent that OOGEDT may reasonably deem necessaryrequest, appropriate or convenient (i) so as to assure to maintain the Agent the effectiveness validity , perfection , enforceability and priority of the OOGEDT's first and prior security interest in the Collateral or to enable the OOGEDT to protect, exercise or enforce its security interests hereunderrights hereunder and in the Collateral, including without limitation (A) such the preparation and filing of all financing statements (including renewal any continuation or amendment statements), amendments and supplements or such other instruments as the Agent may from time to time reasonably request in order to perfect and maintain the security interests granted hereunder in accordance with the UCC, (B) with regard delivering to registered Copyrightsthe OOGEDT (or its designee) any and all instruments, tangible chattel paper, certificated securities or other Collateral in which a Notice of Grant of Security Interest in Copyrights for filing with the United States Copyright Office security interest may be perfected by possession as set forth in the form of Exhibit 5(f)(i) attached heretoTexas UCC, (C) with regard to registered Patentsgranting OOGEDT (or its designee) "control" (as defined in the Texas UCC) over any and all investment property, a Notice of Grant of Security Interest in Patents for deposit accounts, securities accounts, (D) filing security agreements and other notices with the United States Patent and Trademark Office and any other government agency in connection with the form perfection of Exhibit 5(f)(ii) attached hereto security interests in intellectual property Collateral and (DE) with regard using commercially reasonable efforts to registered Trademarks, a Notice of Grant of Security Interest obtain any and all consents or approvals from any applicable third parties. The OOGEDT (or its designee) is hereby authorized to file financing statements without signature in Trademarks for filing accordance with the United States Patent Texas UCC or the Uniform Commercial Code of any other jurisdiction from time to time and Trademark Office in the form of Exhibit 5(f)(iii) attached by its signature hereto, (ii) the Company hereby authorizes the OOGEDT to consummate file against the transactions contemplated hereby and (iii) to otherwise protect and assure the Agent of its rights and interests hereunder. To that endCompany, each Grantor agrees that the Agent may file one or more financing statements (with including any continuation or amendment statements) pursuant to the Texas UCC or the Uniform Commercial Code of any other jurisdiction from time to time in form and substance satisfactory to the OOGEDT (which statements may have a description of collateral descriptions which is broader and/or less specific than that set forth herein provided that, in the event of conflict, the description of the Collateral contained herein) disclosing set forth herein shall be controlling as to the Agent’s property or assets in which the OOGEDT has been granted a security interest in any or all of the Collateral of such Grantor without such Grantor’s signature thereon, and further each Grantor also hereby irrevocably makes, constitutes and appoints the Agent, its nominee or any other Person whom the Agent may designate, as such Grantor’s attorney-in-fact with full power and for the limited purpose to sign in the name of such Grantor any such financing statements (including renewal statementsLien), amendments and supplements, notices or any similar documents that in the Agent’s reasonable discretion would be necessary, appropriate or convenient in order to perfect and maintain perfection of the security interests granted hereunder, such power, being coupled with an interest, being and remaining irrevocable so long as the Secured Obligations remain unpaid and until the commitments relating thereto shall have been terminated. Each Grantor hereby agrees that a carbon, photographic or other reproduction of this Security Agreement or any such financing statement is sufficient for filing as a financing statement by the Agent without notice thereof to such Grantor wherever the Agent may in its sole discretion desire to file the same. In the event for any reason the law of any jurisdiction other than the applicable jurisdiction as of the Closing Date becomes or is applicable to the Collateral of any Grantor or any part thereof, or to any of the Secured Obligations, such Grantor agrees to execute and deliver all such instruments and to do all such other things as the Agent in its sole discretion reasonably deems necessary, appropriate or convenient to preserve, protect and enforce the security interests of the Agent under the law of such other jurisdiction (and, if a Grantor shall fail to do so promptly upon the request of the Agent, then the Agent may execute any and all such requested documents on behalf of such Grantor pursuant to the power of attorney granted hereinabove). If any Collateral is in the possession or control of a Grantor’s agents and the Agent so requests, such Grantor agrees to notify such agents in writing of the Agent’s security interest therein and, upon the Agent’s request, instruct them to hold all such Collateral for the account of the holders of the Secured Obligations and subject to the Agent’s instructions. Each Grantor agrees to xxxx its books and records to reflect the security interest of the Agent in the Collateral.

Perfection of Security Interest. Execute and deliver to the Administrative Agent such agreements, assignments or instruments (including affidavits, notices, reaffirmations and amendments and restatements of existing documents) and do all such other things as the Administrative Agent may reasonably deem necessary, necessary or appropriate or convenient (i) to assure to the Administrative Agent the effectiveness effectiveness, perfection and priority (subject to Permitted Liens)) of its security interests in the Collateral hereunder, including (A) such financing statements (including renewal statements), amendments and supplements or such other instruments as the Administrative Agent may from time to time reasonably request in writing in order to perfect and maintain the security interests granted hereunder in accordance with the UCC, (B) with regard to Copyrights registered Copyrightswith the United States Copyright Office, a Notice of Grant of Security Interest in Copyrights for filing with the United States Copyright Office in the form of Exhibit 5(f)(i5(d)(i) attached hereto, (C) with regard to registered PatentsPatents issued with the United States Patent and Trademark Office and all applications for Patents filed with the United States Patent and Trademark Office, a Notice of Grant of Security Interest in Patents for filing with the United States Patent and Trademark Office in the form of Exhibit 5(f)(ii5(d)(ii) attached hereto and (D) with regard to Trademarks registered Trademarkswith the United States Patent and Trademark Office and all applications for Trademarks filed with the United States Patent and Trademark Office, a Notice of Grant of Security Interest in Trademarks for filing with the United States Patent and Trademark Office in the form of Exhibit 5(f)(iii5(d)(iii) attached hereto, (ii) to consummate the transactions contemplated hereby and (iii) to otherwise protect and assure the Administrative Agent of its rights and interests hereunder. To that end, each Grantor agrees that authorizes the Administrative Agent may to prepare and file one or more financing statements (including continuation statements and amendments thereof), with collateral descriptions broader broader, including without limitation “all assets, whether now owned or hereafter acquired” and/or “all personal property, whether now owned or hereafter acquired” collateral descriptions, and/or less specific than the description of the Collateral contained herein) , disclosing the Administrative Agent’s security interest in any or all of the Collateral of such Grantor without such Grantor’s signature thereon, and further each Grantor also hereby irrevocably makes, constitutes and appoints the Administrative Agent, its nominee or any other Person whom the Administrative Agent may designate, as such Grantor’s attorney-in-fact with full power and for the limited purpose to sign in the name of such Grantor any such financing statements (including renewal or continuation statements), amendments and supplements, notices or any similar documents that in the Administrative Agent’s reasonable discretion would be necessary, appropriate or convenient in order to perfect and maintain perfection of the security interests granted hereunder, such power, being coupled with an interest, being and remaining irrevocable so long as the Secured Obligations remain unpaid (other than in respect of unasserted indemnification and expense reimbursement obligations that survive the termination of this Security Agreement or obligations and liabilities under any Secured Swap Agreement or any Secured Treasury Management Agreement, in each case, not yet due and payable) and until the commitments Commitments relating thereto shall have been terminated. Each Grantor hereby agrees that a carbon, photographic or other reproduction of this Security Agreement or any such financing statement is sufficient for filing as a financing statement by the Administrative Agent without notice thereof to such Grantor wherever the Administrative Agent may in its sole discretion desire to file the same. In the event for any reason the law of any jurisdiction other than the applicable jurisdiction as of the Closing Date New York becomes or is applicable to the Collateral of any Grantor or any part thereof, or to any of the Secured Obligations, such Grantor agrees to execute and deliver all such instruments and to do all such other things as the Administrative Agent in its sole discretion reasonably deems necessary, necessary or appropriate or convenient to preserve, protect and enforce the security interests of the Administrative Agent under the law of such other jurisdiction (and, if a Grantor shall fail to do so promptly upon the reasonable request of the AgentAdministrative Agent in writing, then the Administrative Agent may execute any and all such requested documents on behalf of such Grantor pursuant to the power of attorney granted hereinabove). If any Collateral with an aggregate value of $100,000 or more is at any time is in the possession or control of a any warehouseman, bailee or any agent or processor of such Grantor’s agents and the Agent so requests, such Grantor agrees to notify such agents Person in writing of the Administrative Agent’s security interest therein and, upon the Administrative Agent’s request, instruct them such Person to hold all such Collateral for the account of the holders of the Secured Obligations and Parties, subject to the Administrative Agent’s instructions. Each Grantor agrees to xxxx mxxx its books and records to reflect the security interest of the Administrative Agent in the Collateral.

Perfection of Security Interest. Execute and deliver to the Agent such agreements, assignments or instruments (including affidavits, notices, reaffirmations and amendments and restatements of existing documents, as the Agent may reasonably request) and do all such other things as the Agent may reasonably deem necessary, necessary or appropriate or convenient (i) to assure to the Agent the effectiveness and priority of its security interests hereunder, including (A) such financing statements (including renewal statements), ) or amendments and thereof or supplements thereto or such other instruments as the Agent may from time to time reasonably request in order to perfect and maintain the security interests granted hereunder in accordance with the UCC, (B) with regard to registered Copyrights, a Notice of Grant of Security Interest in Copyrights for filing with the United States Copyright Office in the form of Exhibit Schedule 5(f)(i) attached hereto), (C) with regard to registered Patents, a Notice of Grant of Security Interest in Patents for filing with the United States Patent and Trademark Office in the form of Exhibit Schedule 5(f)(ii) attached hereto and (D) with regard to registered Trademarks, a Notice of Grant of Security Interest in Trademarks for filing with the United States Patent and Trademark Office in the form of Exhibit Schedule 5(f)(iii) attached hereto, (ii) to consummate the transactions contemplated hereby and (iii) to otherwise protect and assure the Agent of its rights and interests hereunder. To that end, each Grantor Obligor agrees that the Agent may file one or more financing statements (with collateral descriptions broader and/or less specific than the description of the Collateral contained herein) disclosing the Agent’s 's security interest in any or all of the Collateral of such Grantor without Obligor without, to the extent permitted by law, such Grantor’s Obligor's signature thereon, and further each Grantor Obligor also hereby irrevocably makes, constitutes and appoints the Agent, its nominee or any other Person person whom the Agent may designate, as such Grantor’s attorney-in-Obligor's attorney in fact with full power and for the limited purpose to sign in the name of such Grantor Obligor any such financing statements (including renewal statements), or amendments and supplementssupplements to financing statements, renewal financing statements, notices or any similar documents that which in the Agent’s 's reasonable discretion would be necessary, appropriate or convenient in order to perfect and maintain perfection of the security interests granted hereunder, such power, being coupled with an interest, being and remaining irrevocable so long as the Secured Obligations Credit Agreement is in effect or any amounts payable thereunder or under any other Credit Document, any Letter of Credit or any Hedging Agreement shall remain unpaid outstanding, and until all of the commitments relating thereto Commitments thereunder shall have been terminated. Each Grantor Obligor hereby agrees that a carbon, photographic or other reproduction of this Security Agreement or any such financing statement is sufficient for filing as a financing statement by the Agent without notice thereof to such Grantor Obligor wherever the Agent may in its sole discretion desire to file the same. In the event for any reason the law of any jurisdiction other than the applicable jurisdiction as of the Closing Date North Carolina becomes or is applicable to the Collateral of any Grantor Obligor or any part thereof, or to any of the Secured Obligations, such Grantor Obligor agrees to execute and deliver all such instruments and to do all such other things as the Agent in its sole discretion reasonably deems necessary, necessary or appropriate or convenient to preserve, protect and enforce the security interests of the Agent under the law of such other jurisdiction (and, if a Grantor an Obligor shall fail to do so promptly upon the request of the Agent, then the Agent may execute any and all such requested documents on behalf of such Grantor Obligor pursuant to the power of attorney granted hereinabove). If any Collateral is in the possession or control of a Grantor’s an Obligor's agents and the Agent so requests, such Grantor Obligor agrees to notify such agents in writing of the Agent’s 's security interest therein and, upon the occurrence of and during the continuation of and Event of Default, upon the Agent’s 's request, instruct them to hold all such Collateral for the Lenders' account of the holders of the Secured Obligations and subject to the Agent’s 's instructions. Each Grantor Obligor agrees to xxxx its mark xxx books and records to reflect the security interest of the Agent in the Collateral.

Perfection of Security Interest. Execute and deliver to the Administrative Agent such agreements, assignments or instruments (including affidavits, notices, reaffirmations and amendments and restatements of existing documents, as the Administrative Agent may reasonably request) and do all such other things as the Administrative Agent may reasonably deem necessary, appropriate or convenient (i) to assure to the Administrative Agent the effectiveness effectiveness, perfection and priority of its security interests hereunder, including (A) such financing statements (including renewal statements), amendments and supplements or such other instruments as the Administrative Agent may from time to time reasonably request in order to perfect and maintain the security interests granted hereunder in accordance with the UCC, (B) with regard to registered Copyrights, a Notice of Grant of Security Interest in Copyrights for filing with the United States Copyright Office in the form of Exhibit 5(f)(iSchedule 6(c)(i) attached heretohereto or other form reasonably acceptable to the Administrative Agent, (C) with regard to registered Patents, a Notice of Grant of Security Interest in Patents for filing with the United States Patent and Trademark Office in the form of Exhibit 5(f)(iiSchedule 6(c)(ii) attached hereto or other form reasonably acceptable to the Administrative Agent and (D) with regard to registered Trademarks, a Notice of Grant of Security Interest in Trademarks for filing with the United States Patent and Trademark Office in the form of Exhibit 5(f)(iiiSchedule 6(c)(iii) attached heretohereto or other form reasonably acceptable to the Administrative Agent, (ii) to consummate the transactions contemplated hereby and (iii) to otherwise protect and assure the Administrative Agent of its rights and interests hereunder. To that end, each Grantor agrees that authorizes the Administrative Agent may to file one or more financing statements (with which, as to each Grantor other than Ryman Hospitality Properties, Inc., may describe the collateral descriptions broader and/or less specific than the description of the Collateral contained hereinas “all assets” or “all personal property”) disclosing the Administrative Agent’s security interest in any or all of the Collateral of such Grantor without such Grantor’s signature thereon, and further each Grantor also hereby irrevocably makes, constitutes and appoints the Administrative Agent, its nominee or any other Person whom the Administrative Agent may designate, as such Grantor’s attorney-in-fact with full power and for the limited purpose to sign in the name of such Grantor any such financing statements (including renewal statements), amendments and supplements, notices or any similar documents that in the Administrative Agent’s reasonable discretion would be necessary, appropriate or convenient in order to perfect and maintain perfection of the security interests granted hereunder, such power, being coupled with an interest, being and remaining irrevocable so long as the Secured Obligations remain unpaid and until the commitments relating thereto shall have been terminated. Each Grantor hereby agrees that a carbon, photographic or other reproduction of this Security Agreement or any such financing statement is sufficient for filing as a financing statement by the Administrative Agent without notice thereof to such Grantor wherever the Administrative Agent may in its sole discretion desire to file the same. In the event for any reason the law of any jurisdiction other than the applicable jurisdiction as of the Closing Date New York becomes or is applicable to the Collateral of any Grantor or any part thereof, or to any of the Secured Obligations, such Grantor agrees to execute and deliver all such instruments and to do all such other things as the Administrative Agent in its sole discretion reasonably deems necessary, appropriate or convenient to preserve, protect and enforce the security interests of the Administrative Agent under the law of such other jurisdiction (and, if a Grantor shall fail to do so promptly upon the request of the Administrative Agent, then the Administrative Agent may execute any and all such requested documents on behalf of such Grantor pursuant to the power of attorney granted hereinabove). If any Collateral is in the possession or control of a Grantor’s agents and the Administrative Agent so requests, such Grantor agrees to notify such agents in writing of the Administrative Agent’s security interest therein and, upon the Administrative Agent’s request, instruct them to hold all such Collateral for the account of the holders of the Secured Obligations and subject to the Administrative Agent’s instructions. Each Grantor agrees to xxxx mxxx its books and records to reflect the security interest of the Administrative Agent in the Collateral.

Perfection of Security Interest. Execute and deliver to the Collateral Agent such agreements, assignments or instruments (including affidavits, notices, reaffirmations and amendments and restatements of existing documents, as the Collateral Agent may reasonably request) and do all such other things as the Collateral Agent may reasonably deem necessary, necessary or appropriate or convenient (i) to assure to the Collateral Agent the effectiveness and priority of its security interests hereunder, including (A) such financing statements (including renewal statements), ) or amendments and thereof or supplements thereto or such other instruments as the Collateral Agent may from time to time reasonably request in order to perfect and maintain the security interests granted hereunder in accordance with the UCC, and (B) with regard to registered Copyrights, a Notice of Grant of Security Interest in Copyrights for filing with the United States Copyright Office in the form of Exhibit 5(f)(i) attached hereto, (C) with regard to registered Patents, a Notice of Grant of Security Interest in Patents for filing with the United States Patent and Trademark Office in the form of Exhibit 5(f)(ii) attached hereto and (D) with regard to registered Trademarks, a Notice of Grant of Security Interest in Trademarks for filing with the United States Patent and Trademark Office in the form of Exhibit 5(f)(iiiSchedule 4(f)(i) attached hereto, (ii) to consummate the transactions contemplated hereby and (iii) to otherwise protect and assure the Collateral Agent of its rights and interests hereunder. To that end, each Grantor agrees that the Collateral Agent may file one or more financing statements (with collateral descriptions broader and/or less specific than the description of disclosing the Collateral contained herein) disclosing the Agent’s 's security interest in any or all of the Collateral of such Grantor without without, to the extent permitted by law, such Grantor’s 's signature thereon, and further each Grantor also hereby irrevocably makes, constitutes and appoints the Collateral Agent, its nominee or any other Person person whom the Collateral Agent may designate, as such Grantor’s attorney-in-'s attorney in fact with full power and for the limited purpose to sign in the name of such Grantor any such financing statements (including renewal statements), or amendments and supplementssupplements to financing statements, renewal financing statements, notices or any similar documents that which in the Collateral Agent’s 's reasonable discretion would be necessary, appropriate or convenient in order to perfect and maintain perfection of the security interests granted hereunder, such power, being coupled with an interest, being and remaining irrevocable so long as the Secured Obligations Debentures are in effect or any obligations thereunder shall remain unpaid and until the commitments relating thereto shall have been terminatedoutstanding. Each Grantor hereby agrees that a carbon, photographic or other reproduction of this Security Agreement or any such financing statement is sufficient for filing as a financing statement by the Collateral Agent without notice thereof to such Grantor wherever the Collateral Agent may in its sole discretion desire to file the same. In the event for any reason the law of any jurisdiction other than the applicable jurisdiction as of the Closing Date New York becomes or is applicable to the Collateral of any Grantor or any part thereof, or to any of the Secured Obligations, such Grantor agrees to execute and deliver all such instruments and to do all such other things as the Collateral Agent in its sole discretion reasonably deems necessary, necessary or appropriate or convenient to preserve, protect and enforce the security interests of the Collateral Agent under the law of such other jurisdiction (and, if a Grantor shall fail to do so promptly upon the request of the Collateral Agent, then the Collateral Agent may execute any and all such requested documents on behalf of such Grantor pursuant to the power of attorney granted hereinabove). If any Collateral is in the possession or control of a Grantor’s 's agents and the Collateral Agent so requests, such Grantor agrees to notify such agents in writing of the Collateral Agent’s 's security interest therein and, upon the Collateral Agent’s 's request, instruct them to hold all such Collateral for the Debenture Holders' account of the holders of the Secured Obligations and subject to the Collateral Agent’s 's instructions. Each Grantor agrees to xxxx its books and records to reflect the security interest of the Collateral Agent in the Collateral.

Perfection of Security Interest. Execute and deliver to the Administrative Agent such agreements, assignments or instruments (including affidavits, notices, reaffirmations and amendments and restatements of existing documents, as the Administrative Agent shall reasonably request) and do all such other things as the Administrative Agent may reasonably deem necessary, appropriate or convenient (i) to assure to the Administrative Agent the effectiveness effectiveness, perfection and priority of its security interests in the Collateral hereunder, including (A) such financing statements (including renewal statements), amendments and supplements or such other instruments as the Administrative Agent may from time to time reasonably request in order to perfect and maintain the security interests granted hereunder in accordance with the UCC, (B) with regard to registered Copyrights, a Notice of Grant of Security Interest in Copyrights for filing with the United States Copyright Office in the form of Exhibit 5(f)(i5(c)(i) attached hereto, (C) with regard to registered Patents, a Notice of Grant of Security Interest in Patents for filing with the United States Patent and Trademark Office in the form of Exhibit 5(f)(ii5(c)(ii) attached hereto and (D) with regard to Trademarks registered Trademarkswith the United States Patent and Trademark Office and all applications for Trademarks filed with the United States Patent and Trademark Office, a Notice of Grant of Security Interest in Trademarks for filing with the United States Patent and Trademark Office in the form of Exhibit 5(f)(iii5(c)(iii) attached hereto, (ii) to consummate the transactions contemplated hereby and (iii) to otherwise protect and assure the Administrative Agent of its rights and interests hereunder. To that end, each Grantor agrees that authorizes the Administrative Agent may to file one or more financing statements (with broad collateral descriptions broader descriptions, including without limitation “all assets” and/or less specific than the description “all personal property” or words of the Collateral contained hereinsimilar import) disclosing the Administrative Agent’s security interest in any or all of the Collateral of such Grantor without such Grantor’s signature thereon, and further each Grantor also hereby irrevocably makes, constitutes and appoints the Administrative Agent, its nominee or any other Person whom the Administrative Agent may designate, as such Grantor’s attorney-in-fact with full power and for the limited purpose to sign in the name of such Grantor any such financing statements (including renewal statements), amendments and supplements, notices or any similar documents that in the Administrative Agent’s reasonable discretion would be necessary, appropriate or convenient in order to perfect and maintain perfection of the security interests granted hereunder, such power, being coupled with an interest, being and remaining irrevocable so long as the Secured Obligations (other than inchoate indemnification obligations) remain unpaid and until the commitments relating thereto shall have been terminated. Each Grantor hereby agrees that a carbon, photographic or other reproduction of this Security Agreement or any such financing statement is sufficient for filing as a financing statement by the Administrative Agent without notice thereof to such Grantor wherever the Administrative Agent may in its sole discretion desire to file the same. In the event for any reason the law of any jurisdiction other than the applicable jurisdiction as of the Closing Date New York becomes or is applicable to the Collateral of any Grantor or any part thereof, or to any of the Secured Obligations, such Grantor agrees to execute and deliver all such instruments and to do all such other things as the Administrative Agent in its sole discretion reasonably deems necessary, appropriate or convenient to preserve, protect and enforce the security interests of the Administrative Agent under the law of such other jurisdiction (and, if a Grantor shall fail to do so promptly upon the request of the Administrative Agent, then the Administrative Agent may execute any and all such requested documents on behalf of such Grantor pursuant to the power of attorney granted hereinabove). If any Collateral is in the possession or control of a Grantor’s agents and the Administrative Agent so requests, such Grantor agrees to notify such agents in writing of the Administrative Agent’s security interest therein and, upon the Administrative Agent’s request, instruct them to hold all such Collateral for the account of the holders of the Secured Obligations and Parties, subject to the Administrative Agent’s instructions. Each Grantor agrees to xxxx its books and records to reflect the security interest of the Administrative Agent in the Collateral.

Perfection of Security Interest. Execute Xxxx its books and records to reflect the security interest of the Administrative Agent in the Collateral. Each Obligor hereby authorizes the Administrative Agent to prepare and file such financing statements (including continuation statements) or amendments thereof or supplements thereto or other instruments as the Administrative Agent may from time to time deem necessary or appropriate in order to perfect and maintain the security interests granted hereunder in accordance with the UCC, including, without limitation, any financing statement that describes the Collateral as “all personal property” or “all assets” of such Obligor or that describes the Collateral in some other manner as the Administrative Agent deems necessary or advisable. To the extent permitted by applicable law, each Obligor hereby agrees that a carbon, photographic or other reproduction of this Security Agreement or any such financing statement is sufficient for filing as a financing statement by the Administrative Agent without notice thereof to such Obligor wherever the Administrative Agent may reasonably determine is appropriate. Each Obligor shall also execute and deliver to the Administrative Agent such agreements, assignments or instruments (including affidavits, notices, reaffirmations and amendments and restatements of existing documents, as the Administrative Agent may reasonably request) and do all such other things as the Administrative Agent may reasonably deem necessary, necessary or appropriate or convenient (i) to assure to the Administrative Agent the effectiveness and priority of its security interests hereunderhereunder are perfected, including (A) such financing statements (including renewal continuation statements), ) or amendments and thereof or supplements thereto or such other instruments as the Administrative Agent may from time to time reasonably request in order to perfect and maintain the security interests granted hereunder in accordance with the UCCUCC and any other personal property security legislation in the appropriate state(s) or province(s), (B) with regard to registered Investment Property, execute and cause any Securities Intermediary with respect to such Investment Property to execute a securities control agreement in form and substance satisfactory to the Administrative Agent, (C) with regard to Copyrights, a Notice of Grant of Security Interest in Copyrights for filing with the United States Copyright Office in the form of Exhibit Schedule 5(f)(i) attached hereto, (CD) with regard to registered Patents, a Notice of Grant of Security Interest in Patents for filing with the United States Patent and Trademark Office in the form of Exhibit Schedule 5(f)(ii) attached hereto and (DE) with regard to registered Trademarks, a Notice of Grant of Security Interest in Trademarks for filing with the United States Patent and Trademark Office in the form of Exhibit Schedule 5(f)(iii) attached hereto, (ii) to consummate the transactions contemplated hereby and (iii) to otherwise protect and assure the Administrative Agent of its rights and interests hereunder. To that end, each Grantor agrees that the Agent may file one or more financing statements (with collateral descriptions broader and/or less specific than the description of the Collateral contained herein) disclosing the Agent’s security interest in any or all of the Collateral of such Grantor without such Grantor’s signature thereon, and further each Grantor also Obligor hereby irrevocably makes, constitutes and appoints the Administrative Agent, its nominee or any other Person person whom the Administrative Agent may designate, as such GrantorObligor’s attorney-in-fact with full power and for the limited purpose to sign in the name of such Grantor Obligor any such financing statements (including renewal statements), amendments and supplements, notices or any similar documents that which in the Administrative Agent’s reasonable discretion would be necessary, necessary or appropriate or convenient in order to perfect and maintain perfection of the security interests granted hereunder, such power, being coupled with an interest, being and remaining irrevocable so long as any of the Secured Obligations remain unpaid outstanding (other than any such obligations which by the terms thereof are stated to survive termination of the Credit Documents) or any Credit Document or Secured Hedging Agreement is in effect, and until all of the commitments relating thereto Commitments shall have been terminated. Each Grantor hereby agrees that a carbon, photographic or other reproduction of this Security Agreement or any such financing statement is sufficient for filing as a financing statement by the Agent without notice thereof to such Grantor wherever the Agent may in its sole discretion desire to file the same. In the event for any reason the law of any jurisdiction other than the applicable jurisdiction as of the Closing Date New York becomes or is applicable to the Collateral of any Grantor Obligor or any part thereof, or to any of the Secured Obligations, such Grantor Obligor agrees to execute and deliver all such instruments and to do all such other things as the Administrative Agent in its sole reasonable discretion reasonably deems necessary, necessary or appropriate or convenient to preserve, protect and enforce the security interests of the Administrative Agent under the law of such other jurisdiction (and, if a Grantor an Obligor shall fail to do so promptly upon the request of the Administrative Agent, then the Administrative Agent may execute any and all such requested documents on behalf of such Grantor Obligor pursuant to the power of attorney granted hereinabove). If any Collateral is in the possession or control of a Grantor’s agents and the Agent so requests, such Grantor agrees to notify such agents in writing of the Agent’s security interest therein and, upon the Agent’s request, instruct them to hold all such Collateral for the account of the holders of the Secured Obligations and subject to the Agent’s instructions. Each Grantor agrees to xxxx its books and records to reflect the security interest of the Agent in the Collateral.

Perfection of Security Interest. Execute and deliver to the Collateral Agent such agreements, assignments or instruments (including such affidavits, noticesnotices and reaffirmations, reaffirmations and amendments and restatements of existing documents) as the Collateral Agent may reasonably request and do all such other things as the Collateral Agent may reasonably deem necessary, appropriate or convenient to (i) to assure to the Collateral Agent the effectiveness and priority of its security interests hereunderhereunder in accordance with the UCC and, with respect to registered Intellectual Property (or applications therefor) to the extent not subject to the UCC, applicable federal law including (A) filing or authorizing the Collateral Agent to file such financing statements (including renewal statements), amendments and supplements or such other instruments as the Collateral Agent may from time to time reasonably request in order to perfect and maintain the security interests granted hereunder in accordance with the UCC, (B) with regard to material Copyrights and exclusive Copyright Licenses in respect of material registered CopyrightsCopyrights for which any Grantor is the licensee, executing and delivering a Notice of Grant of Security Interest in Copyrights for filing with the United States Copyright Office in the form of Exhibit 5(f)(i) 5(b)-1 attached hereto, (C) with regard to registered material Patents, executing and delivering a Notice of Grant of Security Interest in Patents for filing with the United States Patent and Trademark Office in the form of Exhibit 5(f)(ii) 5(b)-2 attached hereto and (D) with regard to material registered TrademarksTrademarks and Trademark applications that are included in the Collateral, executing and delivering a Notice of Grant of Security Interest in Trademarks for filing with the United States Patent and Trademark Office in the form of Exhibit 5(f)(iii) 5(b)-3 attached hereto, (ii) to consummate the transactions contemplated hereby and (iii) to otherwise protect and assure the Collateral Agent of its rights and interests hereunder. To that end, each Grantor agrees that authorizes the Collateral Agent may to file one or more financing statements (with which may describe the collateral descriptions broader and/or less specific than the description as “all assets” or “all personal property” or words of the Collateral contained hereinsimilar effect) disclosing the Collateral Agent’s security interest in any or all of the Collateral of such Grantor without such Grantor’s signature thereon, and further each Grantor also hereby irrevocably makes, constitutes and appoints the Collateral Agent, its nominee or any other Person whom the Collateral Agent may designate, as such Grantor’s attorney-in-fact with full power and for the limited purpose to sign in the name of such Grantor any such financing statements (including renewal statements), amendments and supplements, notices or any similar documents that in the Collateral Agent’s reasonable discretion would be necessary, appropriate or convenient in order to perfect and maintain perfection of the security interests granted hereunder, such power, being coupled with an interest, being and remaining irrevocable so long as the Secured Obligations remain unpaid and until the commitments relating thereto shall have been terminated. Each Grantor hereby agrees that a carbon, photographic or other reproduction of this Security Agreement or any such financing statement is sufficient for filing as a financing statement by the Agent without notice thereof to such Grantor wherever the Agent may in its sole discretion desire to file the same. In the event for any reason the law Law of any U.S. jurisdiction other than the applicable jurisdiction as State of the Closing Date New York becomes or is applicable to the Collateral of any Grantor or any part thereof, or to any of the Secured Obligations, such Grantor agrees to execute and deliver all such instruments and to do all such other things as the Collateral Agent in its sole discretion reasonably deems necessary, appropriate or convenient to preserve, protect and enforce the security interests of the Collateral Agent under the law Law of such other U.S. jurisdiction (and, if a Grantor shall fail to do so promptly upon the request of the Collateral Agent, then the Collateral Agent may execute any and all such requested documents on behalf of such Grantor pursuant to the power of attorney granted hereinabove). If any Collateral is in the possession or control of a Grantor’s agents and the Agent so requests, such Grantor agrees to notify such agents in writing of the Agent’s security interest therein and, upon the Agent’s request, instruct them to hold all such Collateral for the account of the holders of the Secured Obligations and subject to the Agent’s instructions. Each Grantor agrees to xxxx its books and records to reflect the security interest of the Agent in the Collateral.

Perfection of Security Interest. Execute Authorize or execute and deliver to the Collateral Agent such agreements, assignments or instruments (including affidavits, notices, reaffirmations and amendments and restatements of existing documents, as the Collateral Agent may reasonably request) and do all such other things as the Collateral Agent may reasonably deem necessary, appropriate or convenient (i) to assure to the Collateral Agent the effectiveness and priority of its security interests hereunder, including (A) such financing statements (including renewal statements), amendments and supplements or such other instruments as the Collateral Agent may from time to time reasonably request in order to perfect and maintain the security interests granted hereunder in accordance with the UCC, (B) with regard to registered Copyrights, a Notice of Grant of Security Interest in Copyrights for filing with the United States Copyright Office in the form of Exhibit 5(f)(i5(g)(i) attached hereto, (C) with regard to registered Patents, a Notice of Grant of Security Interest in Patents for filing with the United States Patent and Trademark Office in the form of Exhibit 5(f)(ii5(g)(ii) attached hereto and (D) with regard to registered Trademarks, a Notice of Grant of Security Interest in Trademarks for filing with the United States Patent and Trademark Office in the form of Exhibit 5(f)(iii5(g)(iii) attached hereto, (ii) to consummate the transactions contemplated hereby and (iii) to otherwise protect and assure the Collateral Agent of its rights and interests hereunder. To that end, each Grantor agrees that the Collateral Agent may file one or more financing statements (with collateral descriptions broader and/or less specific than the description of the Collateral contained herein) disclosing the Collateral Agent’s security interest in any or all of the Collateral of such Grantor without such Grantor’s signature thereon, and further each Grantor also hereby irrevocably makes, constitutes and appoints the Collateral Agent, its nominee or any other Person whom the Collateral Agent may designate, as such Grantor’s attorney-in-fact with full power and for the limited purpose to sign in the name of such Grantor any such financing statements (including renewal statements), amendments and supplements, notices or any similar documents that in the Collateral Agent’s reasonable discretion would be necessary, appropriate or convenient in order to perfect and maintain perfection of the security interests granted hereunder, such power, being coupled with an interest, being and remaining irrevocable so long as the Secured Obligations remain unpaid and until the commitments relating thereto shall have been terminated. Each Grantor hereby agrees that a carbon, photographic or other reproduction of this Security Agreement or any such financing statement is sufficient for filing as a financing statement by the Collateral Agent without notice thereof to such Grantor wherever the Collateral Agent may in its sole discretion desire to file the same. In the event for any reason the law Law of any jurisdiction other than the applicable jurisdiction as of the Closing Date becomes or is applicable to the Collateral of any Grantor or any part thereof, or to any of the Secured Obligations, such Grantor agrees to authorize or to execute and deliver all such instruments and to do all such other things as the Collateral Agent in its sole discretion reasonably deems necessary, appropriate or convenient to preserve, protect and enforce the security interests of the Collateral Agent under the law Law of such other jurisdiction (and, if a Grantor shall fail to do so promptly upon the request of the Collateral Agent, then the Collateral Agent may authorize or execute any and all such requested documents on behalf of such Grantor pursuant to the power of attorney granted hereinabove). If any Collateral is in the possession or control of a Grantor’s agents and the Collateral Agent so requests, such Grantor agrees to notify such agents in writing of the Collateral Agent’s security interest therein and, upon the Collateral Agent’s request, instruct them to hold all such Collateral for the account of the holders of the Secured Obligations and subject to the Collateral Agent’s instructions. Each Grantor agrees to xxxx its books and records to reflect the security interest of the Collateral Agent in the Collateral.. CHAR1\887101v3

Perfection of Security Interest. Execute and deliver to the Agent such agreements, assignments or instruments (including affidavits, notices, reaffirmations and amendments and restatements of existing documents, as the Agent may reasonably request) and do all such other things as the Agent may reasonably deem necessary, necessary or appropriate or convenient (i) to assure to the Agent the effectiveness and priority of its security interests hereunder, including including, but not limited to, (A) such financing statements (including renewal statements), ) or amendments and thereof or supplements thereto or such other instruments as the Agent may from time to time reasonably request in order to perfect and maintain the security interests granted hereunder in accordance with the UCC, (B) with regard to registered Copyrights, a Notice of Grant of Security Interest in Copyrights for filing with the United States Copyright Office in the form of Exhibit Schedule 5(f)(i) attached hereto, (C) with regard to registered Patents, a Notice of Grant of Security Interest in Patents for filing with the United States Patent and Trademark Office in the form of Exhibit Schedule 5(f)(ii) attached hereto and (D) with regard to registered Trademarks, a Notice of Grant of Security Interest in Trademarks for filing with the United States Patent and Trademark Office in the form of Exhibit Schedule 5(f)(iii) attached heretohereto and any other personal property security legislation in the appropriate state(s) or province(s), (ii) to consummate the transactions contemplated hereby and (iii) to otherwise protect and assure the Agent of its rights and interests hereunder. To that end, each Grantor Credit Party agrees that the Agent may file one or more financing statements (with collateral descriptions broader and/or less specific than the description of the Collateral contained herein) disclosing the Agent’s 's security interest in any or all of the Collateral of such Grantor without Credit Party without, to the extent permitted by law, such Grantor’s Credit Party's signature thereon, and further each Grantor Credit Party also hereby irrevocably makes, constitutes and appoints the Agent, its nominee or any other Person whom the Agent may designate, as such Grantor’s attorney-in-Credit Party's attorney in fact with full power and for the limited purpose to sign in the name of such Grantor Credit Party any such financing statements (including renewal statements), or amendments and supplementssupplements to financing statements, renewal financing statements, notices or any similar documents that which in the Agent’s 's reasonable discretion would be necessary, appropriate or convenient in order to perfect and maintain perfection of the security interests granted hereunder, such power, being coupled with an interest, being and remaining irrevocable so long as the Secured Obligations Credit Agreement is in effect or any amounts payable thereunder or under any other Credit Document, any Letter of Credit, any Hedging Agreement or any Loan shall remain unpaid outstanding, and until all of the commitments relating thereto Commitments thereunder shall have been terminated. Each Grantor Credit Party hereby agrees that a carbon, photographic or other reproduction of this Security Agreement or any such financing statement is sufficient for filing as a financing statement by the Agent without notice thereof to such Grantor Credit Party wherever the Agent may in its sole discretion desire to file the same. In the event for any reason the law of any jurisdiction other than the applicable jurisdiction as of the Closing Date Florida becomes or is applicable to the Collateral of any Grantor Credit Party or any part thereof, or to any of the Secured Obligations, such Grantor Credit Party agrees to execute and deliver all such instruments and to do all such other things as the Agent in its sole discretion reasonably deems necessary, necessary or appropriate or convenient to preserve, protect and enforce the security interests of the Agent under the law of such other jurisdiction (and, if a Grantor Credit Party shall fail to do so promptly upon the request of the Agent, then the Agent may execute any and all such requested documents on behalf of such Grantor Credit Party pursuant to the power of attorney granted hereinabove). If any Collateral is in the possession or control of a Grantor’s Credit Party's agents and the Agent so requests, such Grantor Credit Party agrees to notify such agents in writing of the Agent’s 's security interest therein and, upon the Agent’s 's request, instruct them to hold all such Collateral for the Lenders' account of the holders of the Secured Obligations and subject to the Agent’s 's instructions. Each Grantor Credit Party agrees to xxxx its books and records to reflect the security interest of the Agent in the Collateral.

Perfection of Security Interest. Execute and deliver to the Administrative Agent such agreements, assignments or instruments (including affidavits, notices, reaffirmations and amendments and restatements of existing documents, as the Administrative Agent may reasonably request) and do all such other things as the Administrative Agent may reasonably deem necessary, appropriate or convenient (i) to assure to the Administrative Agent the effectiveness and priority of its security interests hereunder, including (A) such financing statements (including renewal statements), amendments and supplements or such other instruments as the Administrative Agent may from time to time reasonably request in order to (i) perfect and maintain the security interests granted hereunder in accordance with the UCC, (B) with regard to registered Copyrights, a Notice of Grant of Security Interest in Copyrights for filing with the United States Copyright Office in the form of Exhibit 5(f)(i) attached hereto, (C) with regard to registered Patents, a Notice of Grant of Security Interest in Patents for filing with the United States Patent and Trademark Office in the form of Exhibit 5(f)(ii) attached hereto and (D) with regard to registered Trademarks, a Notice of Grant of Security Interest in Trademarks for filing with the United States Patent and Trademark Office in the form of Exhibit 5(f)(iii) attached hereto, (ii) to consummate the transactions contemplated hereby and (iii) to otherwise protect and assure the Administrative Agent of its rights and interests hereunder. To that end, each the Grantor agrees that authorizes the Administrative Agent may to file one or more financing statements (with collateral descriptions that may be broader and/or less specific than the description of the Collateral contained hereinherein and which may describe the collateral as “all assets” or “all personal property”) disclosing the Administrative Agent’s security interest in any or all of the Collateral of such the Grantor without such the Grantor’s signature thereon, and further each the Grantor also hereby irrevocably makes, constitutes and appoints the Administrative Agent, its nominee or any other Person whom the Administrative Agent may designate, as such the Grantor’s attorney-in-fact with full power and for the limited purpose to sign in the name of such the Grantor any such financing statements (including renewal statements), amendments and supplements, notices or any similar documents that in the Administrative Agent’s reasonable discretion would be necessary, appropriate or convenient in order to perfect and maintain perfection of the security interests granted hereunder, such power, being coupled with an interest, being and remaining irrevocable so long as the Secured Obligations remain unpaid and until the commitments relating thereto shall have been terminated. Each The Grantor hereby agrees that a carbon, photographic or other reproduction of this Security Agreement or any such financing statement is sufficient for filing as a financing statement by the Administrative Agent without notice thereof to such the Grantor wherever the Administrative Agent may in its sole discretion desire to file the same. In the event for any reason the law of any jurisdiction other than the applicable jurisdiction as of the Closing Date Illinois becomes or is applicable to the Collateral of any the Grantor or any part thereof, or to any of the Secured Obligations, such the Grantor agrees to execute and deliver all such instruments and to do all such other things as the Administrative Agent in its sole discretion reasonably deems necessary, appropriate or convenient to preserve, protect and enforce the security interests of the Administrative Agent under the law of such other jurisdiction (and, if a the Grantor shall fail to do so promptly upon the request of the Administrative Agent, then the Administrative Agent may execute any and all such requested documents on behalf of such the Grantor pursuant to the power of attorney granted hereinabove). If any Collateral is in the possession or control of a the Grantor’s agents and the Administrative Agent so requests, such the Grantor agrees to notify such agents in writing of the Administrative Agent’s security interest therein and, upon the Administrative Agent’s request, instruct them to hold all such Collateral for the account of the Administrative Agent and the other holders of the Secured Obligations and subject to the Administrative Agent’s instructions. Each Grantor agrees to xxxx its books and records to reflect the security interest of the Agent in the Collateral.

Perfection of Security Interest. Execute and deliver to the Administrative Agent such agreements, assignments or instruments (including affidavits, notices, reaffirmations and amendments and restatements of existing documents, as the Administrative Agent may reasonably request) and do all such other things as the Administrative Agent may reasonably deem necessary, appropriate or convenient (i) to assure to the Administrative Agent the effectiveness and priority of its security interests hereunder, including (A) such financing statements (including renewal statements), amendments and supplements or such other instruments as the Administrative Agent may from time to time reasonably request in order to perfect and maintain the security interests granted hereunder in accordance with the UCC, (B) with regard to registered Copyrights, a Notice of Grant of Security Interest in Copyrights for filing with the United States Copyright Office in the form of Exhibit Schedule 5(f)(i) attached hereto, (C) with regard to registered Patents, a Notice of Grant of Security Interest in Patents for filing with the United States Patent and Trademark Office in the form of Exhibit Schedule 5(f)(ii) attached hereto and (D) with regard to registered Trademarks, a Notice of Grant of Security Interest in Trademarks for filing with the United States Patent and Trademark Office in the form of Exhibit Schedule 5(f)(iii) attached hereto, (ii) to consummate the transactions contemplated hereby and (iii) to otherwise protect and assure the Administrative Agent of its rights and interests hereunder. To that end, each Grantor agrees that authorizes the Administrative Agent may to file one or more financing statements (with which may describe the collateral descriptions broader and/or less specific than the description of the Collateral contained hereinas “all assets” or “all personal property”) disclosing the Administrative Agent’s security interest in any or all of the Collateral of such Grantor without such Grantor’s signature thereon, and further each Grantor also hereby irrevocably makes, constitutes and appoints the Administrative Agent, its nominee or any other Person whom the Administrative Agent may designate, as such Grantor’s attorney-in-fact with full power and for the limited purpose to sign in the name of such Grantor any such financing statements (including renewal statements), amendments and supplements, notices or any similar documents that in the Administrative Agent’s reasonable discretion would be necessary, appropriate or convenient in order to perfect and maintain perfection of the security interests granted hereunder, such power, being coupled with an interest, being and remaining irrevocable so long as the Secured Obligations remain unpaid and until the commitments relating thereto shall have been terminated. Each Grantor hereby agrees that a carbon, photographic or other reproduction of this Security Agreement or any such financing statement is sufficient for filing as a financing statement by the Administrative Agent without notice thereof to such Grantor wherever the Administrative Agent may in its sole discretion desire to file the same. In the event for any reason the law of any jurisdiction other than the applicable jurisdiction as of the Closing Date New York becomes or is applicable to the Collateral of any Grantor or any part thereof, or to any of the Secured Obligations, such Grantor agrees to execute and deliver all such instruments and to do all such other things as the Administrative Agent in its sole discretion reasonably deems necessary, appropriate or convenient to preserve, protect and enforce the security interests of the Administrative Agent under the law of such other jurisdiction (and, if a Grantor shall fail to do so promptly upon the request of the Administrative Agent, then the Administrative Agent may execute any and all such requested documents on behalf of such Grantor pursuant to the power of attorney granted hereinabove). If any Collateral of a Grantor is in the possession or control of a such Grantor’s agents and the Administrative Agent so requests, such Grantor agrees to notify such agents in writing of the Administrative Agent’s security interest therein and, upon the Administrative Agent’s request, instruct them to hold all such Collateral for the account ac count of the holders of the Secured Obligations and subject to the Administrative Agent’s instructions. Each Grantor agrees to xxxx mxxx its books and records to reflect the security interest of the Administrative Agent in the Collateral.

Perfection of Security Interest. Execute and deliver to the Collateral Agent such agreements, assignments or instruments (including affidavits, notices, reaffirmations and amendments and restatements of existing documents, as the Collateral Agent may reasonably request) and do all such other things as the Collateral Agent may reasonably deem necessary, appropriate or convenient (i) to assure to the Collateral Agent the effectiveness and priority of its security interests hereunder, including (A) such financing statements (including renewal statements), amendments and supplements or such other instruments as the Collateral Agent may from time to time reasonably request in order to perfect and maintain the security interests granted hereunder in accordance with the UCC, (B) with regard to registered Copyrights, a Notice of Grant of Security Interest in Copyrights for filing with the United States Copyright Office in the form of Exhibit 5(f)(i) attached hereto, (C) with regard to registered Patents, a Notice of Grant of Security Interest in Patents for filing with the United States Patent and Trademark Office in the form of Exhibit 5(f)(ii) attached hereto and (D) with regard to registered Trademarks, a Notice of Grant of Security Interest in Trademarks for filing with the United States Patent and Trademark Office in the form of Exhibit 5(f)(iii) attached hereto, (ii) to consummate the transactions contemplated hereby and (iii) to otherwise protect and assure the Collateral Agent of its rights and interests hereunder. To that end, each Grantor agrees that the Collateral Agent may file one or more financing statements (with collateral descriptions broader and/or less specific than the description of the Collateral contained hereinherein or describing Collateral as “all assets” or words of similar effect) disclosing the Collateral Agent’s security interest in any or all of the Collateral of such Grantor without such Grantor’s signature thereon, and further each Grantor also hereby irrevocably makes, constitutes and appoints the Collateral Agent, its nominee or any other Person whom the Collateral Agent may designate, as such Grantor’s attorney-in-fact with full power and for the limited purpose to sign in the name of such Grantor any such financing statements (including renewal statements), amendments and supplements, notices or any similar documents that in the Collateral Agent’s reasonable discretion would be necessary, appropriate or convenient in order to perfect and maintain perfection of the security interests granted hereunder, such power, being coupled with an interest, being and remaining irrevocable so long as the Secured Obligations remain unpaid and until the commitments relating thereto shall have been terminated. Each Grantor hereby agrees that a carbon, photographic or other reproduction of this Security Agreement or any such financing statement is sufficient for filing as a financing statement by the Collateral Agent without notice thereof to such Grantor wherever the Collateral Agent may in its sole discretion desire to file the same. In the event for any reason the law of any jurisdiction other than the applicable jurisdiction as of the Closing Date becomes or is applicable to the Collateral of any Grantor or any part thereof, or to any of the Secured Obligations, such Grantor agrees to execute and deliver all such instruments and to do all such other things as the Collateral Agent in its sole reasonable discretion reasonably deems necessary, appropriate or convenient to preserve, protect and enforce the security interests of the Collateral Agent under the law of such other jurisdiction (and, if a Grantor shall fail to do so promptly upon the request of the Collateral Agent, then the Collateral Agent may execute any and all such requested documents on behalf of such Grantor pursuant to the power of attorney granted hereinabove). If After the occurrence and during the continuation of an Event of Default, if any Collateral is in the possession or control of a Grantor’s agents and the Collateral Agent so requests, such Grantor agrees to notify such agents in writing of the Collateral Agent’s security interest therein and, upon the Collateral Agent’s request, instruct them to hold all such Collateral for the account of the holders of the Secured Obligations and subject to the Collateral Agent’s instructions. Each Grantor agrees to xxxx its books and records to reflect the security interest of the Agent in the Collateral.

Perfection of Security Interest. Execute and deliver to the Agent ------------------------------- such agreements, assignments or instruments (including affidavits, notices, reaffirmations and amendments and restatements of existing documents, as the Agent may reasonably request) and do all such other things as the Agent may reasonably deem necessary, necessary or appropriate or convenient (i) to assure to the Agent the effectiveness and priority of its security interests hereunder, including (A) such financing statements (including renewal statements), ) or amendments and thereof or supplements thereto or such other instruments as the Agent may from time to time reasonably request in order to perfect and maintain the security interests granted hereunder in accordance with the UCC, (B) with regard to registered Copyrights, a Notice of Grant of Security Interest in Copyrights for filing with the United States Copyright Office in the form of Exhibit 5(f)(i) attached heretoSchedule 4(f)(i), ---------------- (C) with regard to registered Patents, a Notice of Grant of Security Interest in Patents for filing with the United States Patent and Trademark Office in the form of Exhibit 5(f)(iiSchedule 4(f)(ii) attached hereto and (D) with regard to registered ----------------- Trademarks, a Notice of Grant of Security Interest in Trademarks for filing with the United States Patent and Trademark Office in the form of Exhibit 5(f)(iiiSchedule -------- 4(f)(iii) attached hereto, (ii) to consummate the transactions contemplated --------- hereby and (iii) to otherwise protect and assure the Agent of its rights and interests hereunder. To that end, each Grantor Obligor agrees that the Agent may file one or more financing statements (with collateral descriptions broader and/or less specific than the description of the Collateral contained herein) disclosing the Agent’s =s security interest in any or all of the Collateral of such Grantor without Obligor without, to the extent permitted by law, such Grantor’s Obligor's signature thereon, and further each Grantor Obligor also hereby irrevocably makes, constitutes and appoints the Agent, its nominee or any other Person person whom the Agent may designate, as such Grantor’s attorney-in-Obligor's attorney in fact with full power and for the limited purpose to sign in the name of such Grantor Obligor any such financing statements (including renewal statements), or amendments and supplementssupplements to financing statements, renewal financing statements, notices or any similar documents that which in the Agent’s 's reasonable discretion would be necessary, appropriate or convenient in order to perfect and maintain perfection of the security interests granted hereunder, such power, being coupled with an interest, being and remaining irrevocable so long as the Secured Obligations Credit Agreement is in effect or any amounts payable thereunder or under any other Credit Document or any Letter of Credit shall remain unpaid outstanding, and until all of the commitments relating thereto Commitments thereunder shall have been terminated. Each Grantor Obligor hereby agrees that a carbon, photographic or other reproduction of this Security Agreement or any such financing statement is sufficient for filing as a financing statement by the Agent without notice thereof to such Grantor Obligor wherever the Agent may in its sole discretion desire to file the same. In the event for any reason the law of any jurisdiction other than any jurisdiction, the laws of which are applicable jurisdiction as of to the Collateral on the Closing Date Date, becomes or is applicable to the Collateral of any Grantor Obligor or any part thereof, or to any of the Secured Obligations, such Grantor Obligor agrees to execute and deliver all such instruments and to do all such other things as the Agent in its sole discretion reasonably deems necessary, necessary or appropriate or convenient to preserve, protect and enforce the security interests of the Agent under the law of such other jurisdiction (and, if a Grantor an Obligor shall fail to do so promptly upon the request of the Agent, then the Agent may execute any and all such requested documents on behalf of such Grantor Obligor pursuant to the power of attorney granted hereinabove). If any Collateral is in the possession or control of a Grantor’s an Obligor's agents and the Agent so requests, such Grantor Obligor agrees to notify such agents in writing of the Agent’s 's security interest therein and, upon the Agent’s 's request, instruct them to hold all such Collateral for the Lenders' account of the holders of the Secured Obligations and subject to the Agent’s 's further instructions. Each Grantor Obligor agrees to xxxx its books and records to reflect the security interest of the Agent in the Collateral.

Perfection of Security Interest. Execute Each Obligor hereby authorizes the Administrative Agent to prepare and file such financing statements (including continuation statements) or amendments thereof or supplements thereto or other instruments as the Administrative Agent may from time to time deem necessary or appropriate in order to perfect and maintain the security interests granted on the Collateral hereunder except with respect to perfection only, for Collateral that is subject to a Permitted Lien under subsections (xi) and (xii) of the definition of Permitted Lien in CHAR1\1473448v2 accordance with the UCC. Each Obligor shall also execute and deliver to the Administrative Agent such agreements, assignments or instruments (including affidavits, notices, reaffirmations and amendments and restatements of existing documents, as the Administrative Agent may reasonably request) and do all such other things as the Administrative Agent may reasonably deem necessary, necessary or appropriate or convenient (i) to assure to the Administrative Agent the effectiveness and priority of its security interests hereunderhereunder are perfected in accordance with the UCC, including including, without limitation, (A) any financing statement that describes the Collateral as “all personal property” or “all assets” or in some other manner as the Administrative Agent deems necessary or advisable, (B) such financing statements (including renewal continuation statements), ) or amendments and thereof or supplements thereto or such other instruments as the Administrative Agent may from time to time reasonably request in order to perfect and maintain the security interests granted hereunder in accordance with the UCCUCC and any other personal property security legislation in the appropriate state(s) or province(s), (BC) with regard to Investment Property, execute and cause any Securities Intermediary with respect to such Investment Property to execute a securities control agreement in form and substance satisfactory to the Administrative Agent, (D) with regard to registered Material Copyrights, a Notice of Grant of Security Interest in Copyrights for filing with the United States Copyright Office in the form of Exhibit Schedule 5(f)(i) attached hereto, (CE) with regard to registered Material Patents, a Notice of Grant of Security Interest in Patents for filing with the United States Patent and Trademark Office in the form of Exhibit Schedule 5(f)(ii) attached hereto and (DF) with regard to registered Material Trademarks, a Notice of Grant of Security Interest in Trademarks for filing with the United States Patent and Trademark Office in the form of Exhibit Schedule 5(f)(iii) attached hereto, (ii) to consummate the transactions contemplated hereby and (iii) to otherwise protect and assure the Administrative Agent of its rights and interests hereunder. To that end, each Grantor agrees that the Agent may file one or more financing statements (with collateral descriptions broader and/or less specific than the description of the Collateral contained herein) disclosing the Agent’s security interest in any or all of the Collateral of such Grantor without such Grantor’s signature thereon, and further each Grantor also Obligor hereby irrevocably makes, constitutes and appoints the Administrative Agent, its nominee or any other Person person whom the Administrative Agent may designate, as such GrantorObligor’s attorney-in-attorney in fact with full power and for the limited purpose to sign in the name of such Grantor Obligor any such financing statements (including renewal statements), amendments and supplements, notices or any similar documents that which in the Administrative Agent’s reasonable discretion would be necessary, necessary or appropriate or convenient in order to perfect and maintain perfection of the security interests granted hereunderhereunder other than, with respect to perfection only, in Vehicles and Collateral that is subject to a Permitted Lien under subsections (xi) and (xii) of the definition of Permitted Lien, such power, being coupled with an interest, being and remaining irrevocable so long as the Credit Agreement is in effect or any amounts payable thereunder, under any other Credit Document, Secured Obligations Hedging Agreement or Secured Cash Management Agreement shall remain unpaid outstanding (other than contingent indemnity obligations which by the terms thereof are stated to survive termination of the Credit Documents, and until all of the commitments relating thereto Commitments thereunder shall have been terminated. Each Grantor hereby agrees that a carbon, photographic or other reproduction of this Security Agreement or any such financing statement is sufficient for filing as a financing statement by the Agent without notice thereof to such Grantor wherever the Agent may in its sole discretion desire to file the same. In the event for any reason the law of any jurisdiction other than the applicable jurisdiction as of the Closing Date New York becomes or is applicable to the Collateral of any Grantor Obligor or any part thereof, or to any of the Secured Obligations, such Grantor Obligor agrees to execute and deliver all such instruments and to do all such other things as the Administrative Agent in its sole discretion reasonably deems necessary, necessary or appropriate or convenient to preserve, protect and enforce the security interests of the Administrative Agent under the law of such other jurisdiction other than, with respect to perfection only, in Vehicles and Collateral that is subject to a Permitted Lien under subsections (xi) and (xii) of the definition of Permitted Lien (and, if a Grantor an Obligor shall fail to do so promptly upon the request of the Administrative Agent, then the Administrative Agent may execute any and all such requested documents on behalf of such Grantor Obligor pursuant to the power of attorney granted hereinabove). If any Collateral is in the possession or control of a Grantor’s agents and the Agent so requests, such Grantor agrees to notify such agents in writing of the Agent’s security interest therein and, upon the Agent’s request, instruct them to hold all such Collateral for the account of the holders of the Secured Obligations and subject to the Agent’s instructions. Each Grantor Obligor agrees to xxxx its books and records to reflect the security interest of the Administrative Agent in the Collateral.;

Perfection of Security Interest. Execute and deliver to the Administrative Agent such agreements, assignments or instruments (including affidavits, notices, reaffirmations and amendments and restatements of existing documents) and do all such other things as the Administrative Agent may reasonably deem necessary, appropriate or convenient (i) to assure to the Administrative Agent the effectiveness effectiveness, perfection and priority of its security interests in the Collateral hereunder, including (A) such financing statements (including renewal statements), amendments and supplements or such other instruments as the Administrative Agent may from time to time reasonably request in order to perfect and maintain the security interests granted hereunder in accordance with the UCC, (B) with regard to registered Copyrights, a Notice of Grant of Security Interest in Copyrights for filing with the United States Copyright Office in the form of Exhibit 5(f)(i5(d)(i) attached hereto, (C) with regard to registered Patents, a Notice of Grant of Security Interest in Patents for filing with the United States Patent and Trademark Office in the form of Exhibit 5(f)(ii5(d)(ii) attached hereto and (D) with regard to Trademarks registered Trademarkswith the United States Patent and Trademark Office and all applications for Trademarks filed with the United States Patent and Trademark Office, a Notice of Grant of Security Interest in Trademarks for filing with the United States Patent and Trademark Office in the form of Exhibit 5(f)(iii5(d)(iii) attached hereto, (ii) to consummate the transactions contemplated hereby and (iii) to otherwise protect and assure the Administrative Agent of its rights and interests hereunder. To that end, each Grantor agrees that authorizes the Administrative Agent may to file one or more financing statements (with collateral descriptions broader broader, including without limitation “all assets” and/or “all assets of the debtor, whether now owned or existing or owned, acquired or arising hereafter” and/or “all personal property” collateral descriptions, and/or less specific than the description of the Collateral contained herein) disclosing the Administrative Agent’s security interest in any or all of the Collateral of such Grantor without such Grantor’s signature thereon, and further each Grantor also hereby irrevocably makes, constitutes and appoints the Administrative Agent, its nominee or any other Person whom the Administrative Agent may designate, as such Grantor’s attorney-in-fact with full power and for the limited purpose to sign in the name of such Grantor any such financing statements (including renewal statements), amendments and supplements, notices or any similar documents that in the Administrative Agent’s reasonable discretion would be necessary, appropriate or convenient in order to perfect and maintain perfection of the security interests granted hereunder, such power, being coupled with an interest, being and remaining irrevocable so long as the Secured Obligations remain unpaid (other than contingent indemnification obligations for which no claim has been made) and until the commitments relating thereto shall have been terminated. Each Grantor hereby agrees that a carbon, photographic or other reproduction of this Security Agreement or any such financing statement is sufficient for filing as a financing statement by the Administrative Agent without notice thereof to such Grantor wherever the Administrative Agent may in its sole discretion desire to file the same. In the event for any reason the law of any jurisdiction other than the applicable jurisdiction as of the Closing Date New York becomes or is applicable to the Collateral of any Grantor or any part thereof, or to any of the Secured Obligations, such Grantor agrees to execute and deliver all such instruments and to do all such other things as the Administrative Agent in its sole discretion reasonably deems necessary, appropriate or convenient to preserve, protect and enforce the security interests of the Administrative Agent under the law of such other jurisdiction (and, if a Grantor shall fail to do so promptly upon the request of the Administrative Agent, then the Administrative Agent may execute any and all such requested documents on behalf of such Grantor pursuant to the power of attorney granted hereinabove). If any Collateral with a value in excess of $250,000 is in the possession or control of a Grantor’s agents and the Administrative Agent so requests, such Grantor agrees to notify such agents in writing of the Administrative Agent’s security interest therein and, upon the Administrative Agent’s request, instruct them to hold all such Collateral for the account of the holders of the Secured Obligations and Parties, subject to the Administrative Agent’s instructions. Each Grantor agrees to xxxx its books and records to reflect the security interest of the Administrative Agent in the Collateral.

Perfection of Security Interest. Execute and deliver to the Agent ------------------------------- Lender such agreements, assignments or instruments (including affidavits, notices, reaffirmations and amendments and restatements of existing documents, as the Lender may reasonably request) and do all such other things as the Agent Lender may reasonably deem necessary, necessary or appropriate or convenient (i) to assure to the Agent the effectiveness and priority of Lender its security interests hereunder, including (A) such financing statements (including renewal statements), ) or amendments and thereof or supplements thereto or such other instruments as the Agent Lender may from time to time reasonably request in order to perfect and maintain the security interests granted hereunder in accordance with the UCC, (B) with regard to registered Copyrights, a Notice of Grant of Security Interest in Copyrights for filing with the United States Copyright Office in the form of Exhibit 5(f)(i) attached hereto, (C) with regard to registered Patents, a Notice of Grant of Security Interest in Patents for filing with the United States Patent and Trademark Office in the form of Exhibit 5(f)(ii) attached hereto and (D) with regard to registered Trademarks, a Notice of Grant of Security Interest in Trademarks for filing with the United States Patent and Trademark Office in the form of Exhibit 5(f)(iii) attached hereto, (ii) to consummate the transactions contemplated hereby and (iii) to otherwise protect and assure the Agent Lender of its rights and interests hereunder. To that end, each Grantor Obligor agrees that the Agent Lender may file one or more financing statements (with collateral descriptions broader and/or less specific than the description of the Collateral contained herein) disclosing the Agent’s Lender's security interest in any or all of the Collateral of such Grantor without Obligor without, to the extent permitted by law, such Grantor’s Obligor's signature thereon, and further each Grantor Obligor also hereby irrevocably makes, constitutes and appoints the AgentLender, its nominee or any other Person person whom the Agent Lender may designate, as such Grantor’s attorney-in-Obligor's attorney in fact with full power and for the limited purpose to sign in the name of such Grantor Obligor any such financing statements (including renewal statements), or amendments and supplementssupplements to financing statements, renewal financing statements, notices or any similar documents that which in the Agent’s Lender's reasonable discretion would be necessary, appropriate or convenient in order to perfect and maintain perfection of the security interests granted hereunder, such power, being coupled with an interest, being and remaining irrevocable so long as the Secured Obligations Credit Agreement is in effect or any amounts payable thereunder or under any other Loan Document, shall remain unpaid and until the commitments relating thereto shall have been terminatedoutstanding. Each Grantor Obligor hereby agrees that a carbon, photographic or other reproduction of this Security Agreement or any such financing statement is sufficient for filing as a financing statement by the Agent Lender without notice thereof to such Grantor Obligor wherever the Agent Lender may in its sole discretion desire to file the same. In the event for any reason the law of any jurisdiction other than the applicable jurisdiction as of the Closing Date New York becomes or is applicable to the Collateral of any Grantor Obligor or any part thereof, or to any of the Secured Obligations, such Grantor Obligor agrees to execute and deliver all such instruments and to do all such other things as the Agent Lender in its sole discretion reasonably deems necessary, necessary or appropriate or convenient to preserve, protect and enforce the security interests of the Agent Lender under the law of such other jurisdiction (and, if a Grantor an Obligor shall fail to do so promptly upon the reasonable request of the AgentLender, then the Agent Lender may execute any and all such requested documents on behalf of such Grantor Obligor pursuant to the power of attorney granted hereinabove). If any Collateral is in the possession or control of a Grantor’s an Obligor's agents and the Agent Lender so requests, such Grantor Obligor agrees to notify such agents in writing of the Agent’s Lender's security interest therein and, upon the Agent’s Lender's request, instruct them to hold all such Collateral for the Lender's account of the holders of the Secured Obligations and subject to the Agent’s Lender's instructions. Each Grantor Obligor agrees to xxxx its books and records to reflect the security interest of the Agent Lender in the Collateral.

Perfection of Security Interest. Execute and deliver to the Administrative Agent such agreements, assignments or instruments (including affidavits, notices, reaffirmations and amendments and restatements of existing documents, as the Administrative Agent may reasonably request) and do all such other things as the Administrative Agent may reasonably deem necessary, appropriate or convenient (i) to assure to the Administrative Agent the effectiveness and priority of its security interests hereunder, including (A) such financing statements (including renewal statements), amendments and supplements or such other instruments as the Administrative Agent may from time to time reasonably request in order to perfect and maintain the security interests granted hereunder in accordance with the UCC, (B) with regard to registered Copyrights, a Notice of Grant of Security Interest in Copyrights for filing with the United States Copyright Office in the form of Exhibit Schedule 5(f)(i) attached hereto, (C) with regard to registered Patents, a Notice of Grant of Security Interest in Patents for filing with the United States Patent and Trademark Office in the form of Exhibit Schedule 5(f)(ii) attached hereto and (D) with regard to registered Trademarks, a Notice of Grant of Security Interest in Trademarks for filing with the United States Patent and Trademark Office in the form of Exhibit Schedule 5(f)(iii) attached hereto, (ii) to consummate the transactions contemplated hereby and (iii) to otherwise protect and assure the Administrative Agent of its rights and interests hereunder. To that end, each Grantor agrees that authorizes the Administrative Agent may to file one or more financing statements (with collateral descriptions broader and/or less specific than the description of the Collateral contained herein) disclosing the Administrative Agent’s 's security interest in any or all of the Collateral of such Grantor without such Grantor’s 's signature thereon, and further each Grantor also hereby irrevocably makes, constitutes and appoints the Administrative Agent, its nominee or any other Person whom the Administrative Agent may designate, as such Grantor’s 's attorney-in-fact with full power and for the limited purpose to sign in the name of such Grantor any such financing statements (including renewal statements), amendments and supplements, notices or any similar documents that in the Administrative Agent’s 's reasonable discretion would be necessary, appropriate or convenient in order to perfect and maintain perfection of the security interests granted hereunder, such power, being coupled with an interest, being and remaining irrevocable so long as the Secured Obligations remain unpaid and until the commitments relating thereto shall have been terminated. Each Grantor hereby agrees that a carbon, photographic or other reproduction of this Security Agreement or any such financing statement is sufficient for filing as a financing statement by the Administrative Agent without notice thereof to such Grantor wherever the Administrative Agent may in its sole discretion desire to file the same. In the event for any reason the law of any jurisdiction other than the applicable jurisdiction as of the Closing Date North Carolina becomes or is applicable to the Collateral of any Grantor or any part thereof, or to any of the Secured Obligations, such Grantor agrees to execute and deliver all such instruments and to do all such other things as the Administrative Agent in its sole discretion reasonably deems necessary, appropriate or convenient to preserve, protect and enforce the security interests of the Administrative Agent under the law of such other jurisdiction (and, if a Grantor shall fail to do so promptly upon the request of the Administrative Agent, then the Administrative Agent may execute any and all such requested documents on behalf of such Grantor pursuant to the power of attorney granted hereinabove). If any Collateral is in the possession or control of a Grantor’s 's agents and the Administrative Agent so requests, such Grantor agrees to notify such agents in writing of the Administrative Agent’s 's security interest therein and, upon the Administrative Agent’s 's request, instruct them to hold all such Collateral for the account of the holders of the Secured Obligations and subject to the Administrative Agent’s 's instructions. Each Grantor agrees to xxxx its books and records to reflect the security interest of the Administrative Agent in the Collateral.

Perfection of Security Interest. Execute and deliver to the Administrative Agent such agreements, assignments or instruments (including affidavits, notices, reaffirmations and amendments and restatements of existing documents, as the Administrative Agent may reasonably request) and do all such other things as the Administrative Agent may reasonably deem necessary, necessary or appropriate or convenient (i) to assure to the Administrative Agent the effectiveness and priority of its security interests hereunder, including (A) such financing statements (including renewal statements), ) or amendments and thereof or supplements thereto or such other instruments as the Administrative Agent may from time to time reasonably request in order to perfect and maintain the security interests granted hereunder in accordance with the UCC, (B) with regard to registered Copyrights, a Notice of Grant of Security Interest in Copyrights for filing with the United States Copyright Patent and Trademark Office in the form of Exhibit Schedule 5(f)(i) attached hereto, (C) with regard to registered Patents, a Notice of Grant of Security Interest in Patents for filing with the United States Patent and Trademark Office in the form of Exhibit Schedule 5(f)(ii) attached hereto and (D) with regard to registered Trademarks, a Notice of Grant of Security Interest in Trademarks for filing with the United States Patent and Trademark Office in the form of Exhibit Schedule 5(f)(iii) attached hereto, (ii) to consummate the transactions contemplated hereby and (iii) to otherwise protect and assure the Administrative Agent of its rights and interests hereunder. To that end, each Grantor Obligor agrees that the Administrative Agent may file one or more financing statements (with collateral descriptions broader and/or less specific than the description of the Collateral contained herein) disclosing the Administrative Agent’s 's security interest in any or all of the Collateral of such Grantor without Obligor without, to the extent permitted by law, such Grantor’s Obligor's signature thereon, and further each Grantor Obligor also hereby irrevocably makes, constitutes and appoints the Administrative Agent, its nominee or any other Person person whom the Administrative Agent may designate, as such Grantor’s attorney-in-Obligor's attorney in fact with full power and for the limited purpose to sign in the name of such Grantor Obligor any such financing statements (including renewal statements), or amendments and supplementssupplements to financing statements, renewal financing statements, notices or any similar documents that which in the Administrative Agent’s 's reasonable discretion would be necessary, appropriate or convenient in order to perfect and maintain perfection of the security interests granted hereunder, such power, being coupled with an interest, being and remaining irrevocable so long as the Secured Obligations Credit Agreement is in effect or any amounts payable thereunder or under any other Credit Document, any Letter of Credit or any Hedging Agreement shall remain unpaid outstanding, and until all of the commitments relating thereto Commitments thereunder shall have been terminated. Each Grantor Obligor hereby agrees that a carbon, photographic or other reproduction of this Security Agreement or any such financing statement is sufficient for filing as a financing statement by the Administrative Agent without notice thereof to such Grantor Obligor wherever the Administrative Agent may in its sole discretion desire to file the same. In the event for any reason the law of any jurisdiction other than the applicable jurisdiction as of the Closing Date North Carolina becomes or is applicable to the Collateral of any Grantor Obligor or any part thereof, or to any of the Secured Obligations, such Grantor Obligor agrees to execute and deliver all such instruments and to do all such other things as the Administrative Agent in its sole discretion reasonably deems necessary, necessary or appropriate or convenient to preserve, protect and enforce the security interests of the Administrative Agent under the law of such other jurisdiction (and, if a Grantor an Obligor shall fail to do so promptly upon the request of the Administrative Agent, then the Administrative Agent may execute any and all such requested documents on behalf of such Grantor Obligor pursuant to the power of attorney granted hereinabove). If any Collateral is in the possession or control of a Grantor’s an Obligor's agents and the Administrative Agent so requests, such Grantor Obligor agrees to notify such agents in writing of the Administrative Agent’s 's security interest therein and, upon the Administrative Agent’s 's request, instruct them to hold all such Collateral for the Lenders' account of the holders of the Secured Obligations and subject to the Administrative Agent’s 's instructions. Each Grantor Obligor agrees to xxxx its mark xxx books and records to reflect the security interest of the Administrative Agent in the Collateral.

Perfection of Security Interest. Execute and deliver to the Administrative Agent such agreements, assignments or instruments (including affidavits, notices, reaffirmations and amendments and restatements of existing documents, as the Administrative Agent shall reasonably request) and do all such other things as the Administrative Agent may reasonably deem necessary, appropriate or convenient (i) to assure to the Administrative Agent the effectiveness effectiveness, perfection and priority of its security interests in the Collateral hereunder, including (A) such financing statements (including renewal statements), amendments and supplements or such other instruments as the Administrative Agent may from time to time reasonably request in order to perfect and maintain the security interests granted hereunder in accordance with the UCC, (B) with regard to registered CopyrightsCopyrights and Copyright Licenses, a Notice of Grant of Security Interest in Copyrights for filing with the United States Copyright Office in the form of Exhibit 5(f)(i5(c)(i) attached hereto, (C) with regard to registered PatentsPatents and Patent Licenses, a Notice of Grant of Security Interest in Patents for filing with the United States Patent and Trademark Office in the form of Exhibit 5(f)(ii5(c)(ii) attached hereto and (D) with regard to Trademarks registered Trademarkswith the United States Patent and Trademark Office and all applications for Trademarks filed with the United States Patent and Trademark Office and Trademark Licenses, a Notice of Grant of Security Interest in Trademarks for filing with the United States Patent and Trademark Office in the form of Exhibit 5(f)(iii5(c)(iii) attached hereto, (ii) to consummate the transactions contemplated hereby and (iii) to otherwise protect and assure the Administrative Agent of its rights and interests hereunder. To that end, each Grantor agrees that authorizes the Administrative Agent may to file one or more financing statements (with collateral descriptions broader and/or less specific than the description of including authorization to describe the Collateral contained hereinas “all assets” or words of similar meaning) disclosing the Administrative Agent’s security interest in any or all of the Collateral of such Grantor without such Grantor’s signature thereon, and further each Grantor also hereby irrevocably makes, constitutes and appoints the Administrative Agent, its nominee or any other Person whom the Administrative Agent may designate, as such Grantor’s attorney-in-fact with full power and for the limited purpose to sign in the name of such Grantor any such financing statements (including renewal statements), amendments and supplements, notices or any similar documents that in the Administrative Agent’s reasonable discretion would be necessary, appropriate or convenient in order to perfect and maintain perfection of the security interests granted hereunder, such power, being coupled with an interest, being and remaining irrevocable so long as the Secured Obligations (other than contingent indemnification obligations for which no claim has been asserted) remain unpaid and until the commitments Commitments relating thereto shall have been terminated. Each Grantor hereby agrees that a carbon, photographic or other reproduction of this Security Agreement or any such financing statement is sufficient for filing as a financing statement by the Administrative Agent without notice thereof to such Grantor wherever the Administrative Agent may in its sole discretion desire to file the same. In the event for any reason the law of any jurisdiction other than the applicable jurisdiction as of the Closing Date New York becomes or is applicable to the Collateral of any Grantor or any part thereof, or to any of the Secured Obligations, such Grantor agrees to execute and deliver all such instruments and to do all such other things as the Administrative Agent in its sole discretion reasonably deems necessary, appropriate or convenient to preserve, protect and enforce the security interests of the Administrative Agent under the law of such other jurisdiction (and, if a Grantor shall fail to do so promptly upon the request of the Administrative Agent, then the Administrative Agent may execute any and all such requested documents on behalf of such Grantor pursuant to the power of attorney granted hereinabove). If any Collateral is in the possession or control of a Grantor’s agents and the Administrative Agent so requests, such Grantor agrees to notify such agents in writing of the Administrative Agent’s security interest therein and, upon the Administrative Agent’s request, instruct them to hold all such Collateral for the account of the holders of the Secured Obligations and Parties, subject to the Administrative Agent’s instructions. Each Grantor agrees to xxxx its books and records to reflect the security interest of the Administrative Agent in the Collateral.

Perfection of Security Interest. Execute and deliver to the Collateral Agent or its designee such agreements, assignments or instruments (including affidavits, notices, reaffirmations and amendments and restatements of existing documents, as the Collateral Agent may reasonably request) and do all such other things as the Collateral Agent may reasonably deem necessary, necessary or appropriate or convenient (i) to assure to the Collateral Agent the effectiveness and priority of its security interests hereunder, including (A) such financing statements (including renewal statements), ) or amendments and thereof or supplements thereto or such other instruments as the Collateral Agent may from time to time reasonably request in order to perfect and maintain the security interests granted hereunder in accordance with the UCC, (B) with regard to registered Copyrights, a Notice of Grant of Security Interest in Copyrights for filing with the United States Copyright Office in the form of Exhibit Schedule 5(f)(i) attached hereto, (C) with regard to registered Patents, a Notice of Grant of Security Interest in Patents for filing with the United States Patent and Trademark Office in the form of Exhibit Schedule 5(f)(ii) attached hereto and (D) with regard to registered Trademarks, a Notice of Grant of Security Interest in Trademarks for filing with the United States Patent and Trademark Office in the form of Exhibit Schedule 5(f)(iii) attached hereto, (ii) to consummate the transactions contemplated hereby and (iii) to otherwise protect and reasonably assure the Collateral Agent of its rights and interests hereunder. To that end, each Grantor Obligor agrees that the Collateral Agent may file one or more financing statements (with collateral descriptions broader broader, including without limitation, "all assets" and/or "all personal property" collateral descriptions, and/or less specific than the description of the Collateral contained herein) disclosing the Collateral Agent’s 's security interest in any or all of the Collateral of such Grantor without Obligor without, to the extent permitted by law, such Grantor’s Obligor's signature thereon, and further each Grantor Obligor also hereby irrevocably makes, constitutes and appoints the Collateral Agent, its nominee or any other Person whom the Collateral Agent may designate, as such Grantor’s Obligor's attorney-in-fact with full power and for the limited purpose to sign in the name of such Grantor Obligor any such financing statements (including renewal statements), amendments and supplementssupplements to financing statements, renewal financing statements, notices or any similar documents that which in the Collateral Agent’s 's reasonable discretion would be necessary, appropriate or convenient in order to perfect and maintain perfection of the security interests granted hereunder, such power, being coupled with an interest, being and remaining irrevocable and in effect so long as the Secured Obligations remain unpaid and until the commitments relating thereto shall have been terminatedCredit Agreement is in effect or any amounts payable thereunder or under any other Credit Document is in effect. Each Grantor Obligor hereby agrees that a carbon, photographic or other reproduction of this Security Agreement or any such financing statement is sufficient for filing as a financing statement by the Collateral Agent without notice thereof to such Grantor Obligor wherever the Collateral Agent may in its sole reasonable discretion desire to file the same. In the event for any reason the law of any jurisdiction other than the applicable jurisdiction as of the Closing Date New York becomes or is applicable to the Collateral of any Grantor Obligor or any part thereof, or to any of the Secured Obligations, such Grantor Obligor agrees to execute and deliver all such instruments and to do all such other things as the Collateral Agent in its sole discretion reasonably deems necessary, necessary or appropriate or convenient to preserve, protect and enforce the security interests of the Collateral Agent under the law of such other jurisdiction (and, if a Grantor an Obligor shall fail to do so promptly upon the request of the Collateral Agent, then the Collateral Agent or its designee may execute any and all such requested documents on behalf of such Grantor Obligor pursuant to the power of attorney granted hereinabove). If any Collateral is in the possession or control of a Grantor’s an Obligor's agents and the Collateral Agent so requests, such Grantor Obligor agrees to notify such agents in writing of the Collateral Agent’s 's security interest therein and, upon the Collateral Agent’s 's request, instruct them to hold all such Collateral for the Collateral Agent's (or its designee's) account of the holders of the Secured Obligations and subject to the Collateral Agent’s 's (or its designee's) instructions. Each Grantor Obligor agrees to xxxx its books and records to reflect the security interest of the Collateral Agent in the Collateral.

Perfection of Security Interest. Execute and deliver to the Agent such agreements, assignments or instruments (including affidavits, notices, reaffirmations and amendments and restatements of existing documents, as the Agent may reasonably request) and do all such other things as the Agent may reasonably deem necessary, necessary or appropriate or convenient (i) to assure to the Agent the effectiveness and priority of its security interests hereunder, including (A) such financing statements (including renewal statements), ) or amendments and thereof or supplements thereto or such other instruments as the Agent may from time to time reasonably request in order to perfect and maintain the security interests granted hereunder in accordance with the UCC, (B) with regard to registered Copyrights, a Notice of Grant of Security Interest in Copyrights for filing with the United States Copyright Office in the form of Exhibit 5(f)(i) attached heretoSchedule 4(f)(i), (C) with regard to registered Patents, a Notice of Grant of Security Interest in Patents for filing with the United States Patent and Trademark Office in the form of Exhibit 5(f)(iiSchedule 4(f)(ii) attached hereto and (D) with regard to registered Trademarks, a Notice of Grant of Security Interest in Trademarks for filing with the United States Patent and Trademark Office in the form of Exhibit 5(f)(iiiSchedule 4(f)(iii) attached hereto, (ii) to consummate the transactions contemplated hereby and (iii) to otherwise protect and assure the Agent of its rights and interests hereunder. To that end, each Grantor Obligor agrees that the Agent may file one or more financing statements (with collateral descriptions broader and/or less specific than the description of the Collateral contained herein) disclosing the Agent’s 's security interest in any or all of the Collateral of such Grantor without Obligor without, to the extent permitted by law, such Grantor’s Obligor's signature thereon, and further each Grantor Obligor also hereby irrevocably makes, constitutes and appoints the Agent, its nominee or any other Person person whom the Agent may designate, as such Grantor’s attorney-in-Obligor's attorney in fact with full power and for the limited purpose to sign in the name of such Grantor Obligor any such financing statements (including renewal statements), or amendments and supplementssupplements to financing statements, renewal financing statements, notices or any similar documents that which in the Agent’s 's reasonable discretion would be necessary, appropriate or convenient in order to perfect and maintain perfection of the security interests granted hereunder, such power, being coupled with an interest, being and remaining irrevocable so long as the Secured Obligations Credit Agreement is in effect or any amounts payable thereunder or under any other Credit Document or any Letter of Credit shall remain unpaid outstanding, and until all of the commitments relating thereto Commitments thereunder shall have been terminated. Each Grantor Obligor hereby agrees that a carbon, photographic or other reproduction of this Security Agreement or any such financing statement is sufficient for filing as a financing statement by the Agent without notice thereof to such Grantor Obligor wherever the Agent may in its sole discretion desire to file the same. In the event for any reason the law of any jurisdiction other than the applicable jurisdiction as of the Closing Date North Carolina becomes or is applicable to the Collateral of any Grantor Obligor or any part thereof, or to any of the Secured Obligations, such Grantor Obligor agrees to execute and deliver all such instruments and to do all such other things as the Agent in its sole discretion reasonably deems necessary, necessary or appropriate or convenient to preserve, protect and enforce the security interests of the Agent under the law of such other jurisdiction (and, if a Grantor an Obligor shall fail to do so promptly upon the request of the Agent, then the Agent may execute any and all such requested documents on behalf of such Grantor Obligor pursuant to the power of attorney granted hereinabove). If any Collateral is in the possession or control of a Grantor’s an Obligor's agents and the Agent so requests, such Grantor Obligor agrees to notify such agents in writing of the Agent’s 's security interest therein and, upon the Agent’s 's request, instruct them to hold all such Collateral for the Lenders' account of the holders of the Secured Obligations and subject to the Agent’s 's instructions. Each Grantor Obligor agrees to xxxx its mark xxx books and records to reflect the security interest of the Agent in the Collateral.

Perfection of Security Interest. Execute and deliver to the Administrative Agent such agreements, assignments or instruments (including affidavits, notices, reaffirmations and amendments and restatements of existing documents, as the Administrative Agent may reasonably request) and do all such other things as the Administrative Agent may reasonably deem necessary, necessary or appropriate or convenient (i) to assure to the Administrative Agent the effectiveness and priority of its security interests hereunder, including (A) such financing statements (including renewal statements), ) or amendments and thereof or supplements thereto or such other instruments as the Administrative Agent may from time to time reasonably request in order to perfect and maintain the security interests granted hereunder in accordance with the UCC, (B) with regard to registered Copyrights, a Notice of Grant of Security Interest in Copyrights for filing with the United States Copyright Office in the form of Exhibit Schedule 5(f)(i) attached hereto), (C) with regard to registered Patents, a Notice of Grant of Security Interest in Patents for filing with the United States Patent and Trademark Office in the form of Exhibit Schedule 5(f)(ii) attached hereto and (D) with regard to registered Trademarks, a Notice of Grant of Security Interest in Trademarks for filing with the United States Patent and Trademark Office in the form of Exhibit Schedule 5(f)(iii) attached hereto, (ii) to consummate the transactions contemplated hereby and (iii) to otherwise protect and assure the Administrative Agent of its rights and interests hereunder. To that end, each Grantor Obligor agrees that the Administrative Agent may file one or more financing statements (with collateral descriptions broader and/or less specific than the description of the Collateral contained herein) disclosing the Administrative Agent’s 's security interest in any or all of the Collateral of such Grantor without Obligor without, to the extent permitted by law, such Grantor’s Obligor's signature thereon, and further each Grantor Obligor also hereby irrevocably makes, constitutes and appoints the Administrative Agent, its nominee or any other Person person whom the Administrative Agent may designate, as such Grantor’s attorney-in-Obligor's attorney in fact with full power and for the limited purpose to sign in the name of such Grantor Obligor any such financing statements (including renewal statements), or amendments and supplementssupplements to financing statements, renewal financing statements, notices or any similar documents that which in the Administrative Agent’s 's reasonable discretion would be necessary, appropriate or convenient in order to perfect and maintain perfection of the security interests granted hereunder, such power, being coupled with an interest, being and remaining irrevocable so long as the Secured Obligations Credit Agreement is in effect or any amounts payable thereunder or under any other Credit Document or any Letter of Credit or any Hedging Agreement between any Obligor and any Lender, or any Affiliate of a Lender, shall remain unpaid outstanding, and until all of the commitments relating thereto Commitments thereunder shall have been terminated. Each Grantor Obligor hereby agrees that a carbon, photographic or other reproduction of this Security Agreement or any such financing statement is sufficient for filing as a financing statement by the Agent without notice thereof to such Grantor wherever the Agent may in its sole discretion desire to file the same. In the event for any reason the law of any jurisdiction other than the applicable jurisdiction as of the Closing Date becomes or is applicable to the Collateral of any Grantor or any part thereof, or to any of the Secured Obligations, such Grantor agrees to execute and deliver all such instruments and to do all such other things as the Agent in its sole discretion reasonably deems necessary, appropriate or convenient to preserve, protect and enforce the security interests of the Agent under the law of such other jurisdiction (and, if a Grantor shall fail to do so promptly upon the request of the Agent, then the Agent may execute any and all such requested documents on behalf of such Grantor pursuant to the power of attorney granted hereinabove). If any Collateral is in the possession or control of a Grantor’s agents and the Agent so requests, such Grantor agrees to notify such agents in writing of the Agent’s security interest therein and, upon the Agent’s request, instruct them to hold all such Collateral for the account of the holders of the Secured Obligations and subject to the Agent’s instructions. Each Grantor agrees to xxxx its books and records to reflect the security interest of the Agent in the Collateral.,

Perfection of Security Interest. Execute Each Obligor hereby authorizes the Agent to prepare and file such financing statements (including renewal statements and in lieu statements) or amendments thereof or supplements thereto or other instruments as the Agent may from time to time deem necessary or appropriate in order to perfect and maintain the security interests granted hereunder in accordance with the UCC and, subject to Permitted Liens, to ensure the priority of such security interests. Each Obligor shall also execute and deliver to the Agent such agreements, assignments or instruments (including affidavits, notices, reaffirmations and amendments and restatements of existing documents, as the Agent may reasonably request) and do all such other things as the Agent may reasonably deem necessary, necessary or appropriate or convenient (i) to assure to the Agent the effectiveness and priority of its security interests hereunderhereunder are first priority (subject to Permitted Liens) and perfected, including (A) such financing statements (including renewal statements), ) or amendments and thereof or supplements thereto or such other instruments as the Agent may from time to time reasonably request in order to perfect and maintain the security interests granted hereunder and to ensure the first priority (subject to Permitted Liens) thereof in accordance with the UCCUCC and any other personal property security legislation in the appropriate state(s) or province(s), (B) with regard to registered Copyrights, a Notice of Grant of Security Interest in Copyrights for filing with the United States Copyright Office or in any similar office or agency of the United States or any other country, substantially in the form of Exhibit Schedule 5(f)(i) attached hereto, (C) with regard to registered Patents, a Notice of Grant of Security Interest in Patents for filing with the United States Patent and Trademark Office or in any similar office or agency of the United States or any other country, substantially in the form of Exhibit Schedule 5(f)(ii) attached hereto and (D) with regard to registered Trademarks, a Notice of Grant of Security Interest in Trademarks for filing with the United States Patent and Trademark Office or in any similar office or agency of the United States or any other country, substantially in the form of Exhibit Schedule 5(f)(iii) attached hereto, (ii) to consummate the transactions contemplated hereby and (iii) to otherwise protect and assure the Agent of its rights and interests hereunder. To that end, each Grantor agrees that the Agent may file one or more financing statements (with collateral descriptions broader and/or less specific than the description of the Collateral contained herein) disclosing the Agent’s security interest in any or all of the Collateral of such Grantor without such Grantor’s signature thereon, and further each Grantor also Obligor hereby irrevocably makes, constitutes and appoints the Agent, its nominee or any other Person person whom the Agent may designate, as such Grantor’s Obligor's attorney-in-fact with full power and for the limited purpose to sign in the name of such Grantor Obligor any such financing statements (including renewal statements), or amendments and supplementssupplements to financing statements, in lieu statements, renewal financing statements, notices or any similar documents that which in the Agent’s 's reasonable discretion would be necessary, appropriate or convenient in order to perfect and maintain perfection of and the first priority (subject to Permitted Liens) of the security interests granted hereunder, such power, being coupled with an interest, being and remaining irrevocable so long as any of the Secured Obligations remain unpaid outstanding or any Credit Document or Lender Hedging Agreement is in effect or any Letter of Credit shall remain outstanding and until all of the commitments relating thereto Commitments shall have been terminated. Each Grantor Obligor hereby agrees that a carbon, photographic or other reproduction of this Security Agreement or any such financing statement is sufficient for filing as a financing statement by the Agent without notice thereof to such Grantor Obligor wherever the Agent may in its sole discretion desire to file the same. In the event for any reason the law of any jurisdiction other than the applicable jurisdiction as of the Closing Date New York becomes or is applicable to the Collateral of any Grantor Obligor or any part thereof, or to any of the Secured Obligations, such Grantor Obligor agrees to execute and deliver all such instruments and to do all such other things as the Agent in its sole discretion reasonably deems necessary, necessary or appropriate or convenient to preserve, protect and enforce the security interests of the Agent and the first priority thereof (subject to Permitted Liens) under the law of such other jurisdiction (and, if a Grantor an Obligor shall fail to do so promptly upon the request of the Agent, then the Agent may execute any and all such requested documents on behalf of such Grantor Obligor pursuant to the power of attorney granted hereinabove). If any Collateral is in the possession or control of a Grantor’s agents and the Agent so requests, such Grantor Each Obligor agrees to notify such agents in writing of the Agent’s security interest therein and, upon the Agent’s request, instruct them to hold all such Collateral for the account of the holders of the Secured Obligations and subject to the Agent’s instructions. Each Grantor agrees to xxxx its maintain adequate books and records to (in written or electronic form) which reflect the security interest of the Agent in the Collateral.Collateral and the status of each Obligor's inventory and equipment which is leased to an Obligor or which is subject to a Permitted Lien. (g)

Perfection of Security Interest. Execute and deliver to the Collateral Agent such agreements, assignments or instruments (including affidavits, notices, reaffirmations and amendments and restatements of existing documents, as the Collateral Agent may reasonably request) and do all such other things as the Collateral Agent may reasonably deem necessary, appropriate or convenient (i) to assure to the Collateral Agent the effectiveness and priority of its security interests hereunder, including (A) such financing statements (including renewal statements), amendments and supplements or such other instruments as the Collateral Agent may from time to time reasonably request in order to perfect and maintain the security interests granted hereunder in accordance with the UCC, (B) with regard to registered Copyrights, a Notice of Grant of Security Interest in Copyrights for filing with the United States Copyright Office substantially in the form of Exhibit Schedule 5(f)(i) attached hereto, (C) with regard to registered Patents, a Notice of Grant of Security Interest in Patents for filing with the United States Patent and Trademark Office substantially in the form of Exhibit Schedule 5(f)(ii) attached hereto and (D) with regard to registered Trademarks, a Notice of Grant of Security Interest in Trademarks for filing with the United States Patent and Trademark Office substantially in the form of Exhibit Schedule 5(f)(iii) attached hereto, (ii) to consummate the transactions contemplated hereby and (iii) to otherwise protect and assure the Collateral Agent of its rights and interests hereunder. To that end, each Grantor agrees that the Collateral Agent may file one or more financing statements (with collateral descriptions broader and/or less specific than the description of disclosing the Collateral contained herein) disclosing the Agent’s 's security interest in any or all of the Collateral of such Grantor without without, to the extent permitted by law, such Grantor’s 's signature thereonthereon (including UCC financing statements with descriptions of collateral broader than the granting clause), and further each Grantor also hereby irrevocably makes, constitutes and appoints the Collateral Agent, its nominee or any other Person whom the Collateral Agent may designate, as such Grantor’s 's attorney-in-fact with full power and for the limited purpose to sign in the name of such Grantor any such financing statements (including renewal statements), amendments and supplements, notices or any similar documents that which in the Collateral Agent’s 's reasonable discretion would be necessary, appropriate or convenient in order to perfect and maintain perfection of the security interests granted hereunder, such power, being coupled with an interest, being and remaining irrevocable so long as the Secured Obligations (other than any such obligations that, by the terms, survive termination of the Credit Documents), remain unpaid and until the commitments relating thereto shall have been terminated. Each Grantor hereby agrees that a carbon, photographic or other reproduction of this Security Agreement or any such financing statement is sufficient for filing as a financing statement by the Collateral Agent without notice thereof to such Grantor wherever the Collateral Agent may in its sole discretion desire to file the same. In the event for any reason the law of any jurisdiction other than the applicable jurisdiction as of the Closing Date New York becomes or is applicable to the Collateral of any Grantor or any part thereof, or to any of the Secured Obligations, such Grantor agrees to execute and deliver all such instruments and to do all such other things as the Collateral Agent in its sole discretion reasonably deems necessary, appropriate or convenient to preserve, protect and enforce the security interests of the Collateral Agent under the law of such other jurisdiction (and, if a Grantor shall fail to do so promptly upon the request of the Collateral Agent, then the Collateral Agent may execute any and all such requested documents on behalf of such Grantor pursuant to the power of attorney granted hereinabove). If any Collateral is in the possession or control of a Grantor’s 's agents and the Collateral Agent so requests, such Grantor agrees to notify such agents in writing of the Collateral Agent’s 's security interest therein and, upon the Collateral Agent’s 's request, instruct them to hold all such Collateral for the account of the holders of the Secured Obligations and subject to the Collateral Agent’s 's instructions. Each Grantor agrees to xxxx mark its books and records to reflect the security interest of xx the Collateral Agent in the Collateral.

Perfection of Security Interest. Execute and deliver to the Agent such agreements, assignments or instruments (including affidavits, notices, reaffirmations and amendments and restatements of existing documents, as the Agent may reasonably request) and do all such other things as the Agent may reasonably deem necessary, necessary or appropriate or convenient (i) to assure to the Agent the effectiveness and priority of its security interests hereunder, including (A) such financing statements (including renewal statements), ) or amendments and thereof or supplements thereto or such other instruments as the Agent may from time to time reasonably request in order to perfect and maintain the security interests granted hereunder in accordance with the UCC, (B) with regard to registered Copyrights, a Notice of Grant of Security Interest in Copyrights for filing with the United States Copyright Office in the form of Exhibit 5(f)(i) attached heretoSchedule 6(e)(i), (C) with regard to registered Patents, a Notice of Grant of Security Interest in Patents for filing with the United States Patent and Trademark Office in the form of Exhibit 5(f)(iiSchedule 6(e)(ii) attached hereto and (D) with regard to registered Trademarks, a Notice of Grant of Security Interest in Trademarks for filing with the United States Patent and Trademark Office in the form of Exhibit 5(f)(iiiSchedule 6(e)(iii) attached hereto, (ii) to consummate the transactions contemplated hereby and (iii) to otherwise protect and assure the Agent of its rights and interests hereunder. To that end, each Grantor Obligor agrees that the Agent may file one or more financing statements (with collateral descriptions broader and/or less specific than the description of the Collateral contained herein) disclosing the Agent’s 's security interest in any or all of the Collateral of such Grantor without Obligor without, to the extent permitted by law, such Grantor’s Obligor's signature thereon, and further each Grantor Obligor also hereby irrevocably makes, constitutes and appoints the Agent, its nominee or any other Person person whom the Agent may designate, as such Grantor’s attorney-in-Obligor's attorney in fact with full power and for the limited purpose to sign in the name of such Grantor Obligor any such financing statements (including renewal statements), or amendments and supplementssupplements to financing statements, renewal financing statements, notices or any similar documents that which in the Agent’s 's reasonable discretion would be necessary, appropriate or convenient in order to perfect and maintain perfection of the security interests granted hereunder, such power, being coupled with an interest, being and remaining irrevocable so long as the Secured Obligations remain or any Letter of Credit remains unpaid and until the commitments relating thereto Commitments shall have been terminated. Each Grantor Obligor hereby agrees that a carbon, photographic or other reproduction of this Security Agreement or any such financing statement is sufficient for filing as a financing statement by the Agent without notice thereof to such Grantor Obligor wherever the Agent may in its sole discretion desire to file the same. In the event for any reason the law of any jurisdiction other than the applicable jurisdiction as of the Closing Date New York becomes or is applicable to the Collateral of any Grantor Obligor or any part thereof, or to any of the Secured Obligations, such Grantor Obligor agrees to execute and deliver all such instruments and to do all such other things as the Agent in its sole discretion reasonably deems necessary, necessary or appropriate or convenient to preserve, protect and enforce the security interests of the Agent under the law of such other jurisdiction (and, if a Grantor an Obligor shall fail to do so promptly upon the request of the Agent, then the Agent may execute any and all such requested documents on behalf of such Grantor Obligor pursuant to the power of attorney granted hereinabove). If any Collateral is in the possession or control of a Grantor’s an Obligor's agents and the Agent so requests, such Grantor Obligor agrees to notify such agents in writing of the Agent’s 's security interest therein and, upon the Agent’s 's request, instruct them to hold all such Collateral for the account of the holders of the Secured Obligations and subject to the Agent’s 's instructions. Each Grantor Obligor agrees to xxxx mark its books and records to reflect the security interest of the Agent txx Xgent in the Collateral.

Perfection of Security Interest. Execute and deliver to the Administrative Agent such agreements, assignments or instruments (including affidavits, notices, reaffirmations and amendments and restatements of existing documents, as the Administrative Agent may reasonably request) and do all such other things as the Administrative Agent may reasonably deem necessary, appropriate or convenient (i) to assure to the Administrative Agent the effectiveness and priority of its security interests hereunder, including (A) such financing statements (including renewal statements), amendments and supplements or such other instruments as the Administrative Agent may from time to time reasonably request in order to perfect and maintain the security interests granted hereunder in accordance with the UCC, (B) with regard to registered Copyrights, a Notice of Grant of Security Interest in Copyrights for filing with the United States Copyright Office in the form of Exhibit 5(f)(iSchedule 5(b)(i) attached hereto, (C) with regard to registered Patents, a Notice of Grant of Security Interest in Patents for filing with the United States Patent and Trademark Office in the form of Exhibit 5(f)(iiSchedule 5(b)(ii) attached hereto and (D) with regard to registered Trademarks, a Notice of Grant of Security Interest in Trademarks for filing with the United States Patent and Trademark Office in the form of Exhibit 5(f)(iiiSchedule 5(b)(iii) attached hereto, (ii) to consummate the transactions contemplated hereby and (iii) to otherwise protect and assure the Administrative Agent of its rights and interests hereunder. To that end, each Grantor agrees that authorizes the Administrative Agent may to file one or more financing statements (with collateral descriptions broader and/or less specific than the description of the Collateral contained herein) disclosing the Administrative Agent’s security interest in any or all of the Collateral of such Grantor without such Grantor’s signature thereon, and further each Grantor also hereby irrevocably makes, constitutes and appoints the Administrative Agent, its nominee or any other Person whom the Administrative Agent may designate, as such Grantor’s attorney-in-fact with full power and for the limited purpose to sign in the name of such Grantor any such financing statements (including renewal statements), amendments and supplements, notices or any similar documents that in the Administrative Agent’s reasonable discretion would be necessary, appropriate or convenient in order to perfect and maintain perfection of the security interests granted hereunder, such power, being coupled with an interest, being and remaining irrevocable so long as the Secured Obligations remain unpaid and until the commitments relating thereto shall have been terminated. Each Grantor hereby agrees that a carbon, photographic or other reproduction of this Security Agreement or any such financing statement is sufficient for filing as a financing statement by the Administrative Agent without notice thereof to such Grantor wherever the Administrative Agent may in its sole discretion desire to file the same. In the event for any reason the law of any jurisdiction other than the applicable jurisdiction as of the Closing Date New York becomes or is applicable to the Collateral of any Grantor or any part thereof, or to any of the Secured Obligations, such Grantor agrees to execute and deliver all such instruments and to do all such other things as the Administrative Agent in its sole discretion reasonably deems necessary, appropriate or convenient to preserve, protect and enforce the security interests of the Administrative Agent under the law of such other jurisdiction (and, if a Grantor shall fail to do so promptly upon the request of the Administrative Agent, then the Administrative Agent may execute any and all such requested documents on behalf of such Grantor pursuant to the power of attorney granted hereinabove). If any Collateral is in the possession or control of a Grantor’s agents and the Agent so requests, such Grantor agrees to notify such agents in writing of the Agent’s security interest therein and, upon the Agent’s request, instruct them to hold all such Collateral for the account of the holders of the Secured Obligations and subject to the Agent’s instructions. Each Grantor agrees to xxxx its books and records to reflect the security interest of the Agent in the Collateral.

Perfection of Security Interest. Execute and deliver to the Administrative Agent such agreements, assignments or instruments (including affidavits, notices, reaffirmations and amendments and restatements of existing documents, as the Administrative Agent may reasonably request) and do all such other things as the Administrative Agent may reasonably deem necessary, appropriate or convenient (i) to assure to the Administrative Agent the effectiveness and priority of its security interests hereunder, including (A) such financing statements (including renewal statements), amendments and supplements or such other instruments as the Administrative Agent may from time to time reasonably request in order to perfect and maintain the security interests granted hereunder in accordance with the UCC, (B) with regard to registered Copyrights, a Notice of Grant of Security Interest in Copyrights for filing with the United States Copyright Office in the form of Exhibit Schedule 5(f)(i) attached hereto, (C) with regard to registered Patents, a Notice of Grant of Security Interest in Patents for filing with the United States Patent and Trademark Office in the form of Exhibit Schedule 5(f)(ii) attached hereto and (D) with regard to registered Trademarks, a Notice of Grant of Security Interest in Trademarks for filing with the United States Patent and Trademark Office in the form of Exhibit Schedule 5(f)(iii) attached hereto, (ii) to consummate the transactions contemplated hereby and (iii) to otherwise protect and assure the Administrative Agent of its rights and interests hereunder. To that end, each Each Grantor agrees that hereby authorizes the Administrative Agent may at any time and from time to time to file one or more in any relevant jurisdiction in the United States any financing statements (with including any continuations), amendments thereto or other documents (i) that contain the information required by Article 9 of the UCC of each such applicable jurisdiction for the filing of any financing statement or amendment relating to the Collateral, including without limitation, whether such Grantor is an organization, the type of organization and any organizational identification number issued to such Grantor, (ii) without the signature of such Grantor where permitted by law, (iii) that contain a description or indication of collateral descriptions broader and/or less specific than as “all assets now owned or hereafter acquired by the Grantor or in which Grantor otherwise has rights” or “all personal property of the debtor, now owned or hereafter acquired” or words of similar import or (iv) that contain a sufficient description of the real property to which such Collateral contained hereinrelates and any other information requested by Administrative Agent in the case of a financing statement filed as a fixture filing or covering Collateral constituting minerals or the like to be extracted or timber to be cut . Each Grantor agrees to provide all information described in the immediately preceding sentence to Administrative Agent promptly upon reasonable request by Administrative Agent and, if required, to execute any such financing statements (including any continuations) disclosing the Agent’s security interest in any or all of the Collateral of such Grantor without such Grantor’s signature thereonamendments thereto. In addition, and further each Grantor also hereby irrevocably makes, constitutes and appoints the Administrative Agent, its nominee or any other Person whom the Administrative Agent may designate, as such Grantor’s attorney-in-fact with full power and for the limited purpose to sign in the name of such Grantor any such financing statements (including renewal statements), continuations, amendments and supplements, notices or any similar documents that in the Administrative Agent’s reasonable discretion would be necessary, appropriate or convenient in order to perfect and maintain perfection of the security interests granted hereunder, such power, being coupled with an interest, being and remaining irrevocable so long as the Secured Obligations remain unpaid and until the commitments relating thereto shall have been terminated. Each Grantor hereby agrees that a carbon, photographic or other reproduction of this Security Agreement or any such financing statement is sufficient for filing as a financing statement by the Administrative Agent without notice thereof to such Grantor wherever the Administrative Agent may in its sole discretion desire to file the same. In the event for any reason the law of any jurisdiction other than the applicable jurisdiction as of the Closing Date New York becomes or is applicable to the Collateral of any Grantor or any part thereof, or to any of the Secured Obligations, such Grantor agrees to execute and deliver all such instruments and to do all such other things as the Administrative Agent in its sole discretion reasonably deems necessary, appropriate or convenient to preserve, protect and enforce the security interests of the Administrative Agent under the law of such other jurisdiction (and, if a Grantor shall fail to do so promptly upon the request of the Administrative Agent, then the Administrative Agent may execute any and all such requested documents on behalf of such Grantor pursuant to the power of attorney granted hereinabove). If any Collateral is in the possession or control of a Grantor’s agents and the Administrative Agent so requests, such Grantor agrees to notify such agents in writing of the Administrative Agent’s security interest therein and, upon the Administrative Agent’s request, instruct them to hold all such Collateral for the account of the holders of the Secured Obligations and subject to the Administrative Agent’s instructions. Each Grantor agrees (and agrees to cause each of its direct and indirect Domestic Subsidiaries) to xxxx its books and records to reflect the security interest of the Administrative Agent in the Collateral.

Perfection of Security Interest. Execute and deliver to the Agent such agreementsEach Borrower shall take all action that may be necessary or desirable, assignments or instruments (including affidavits, notices, reaffirmations and amendments and restatements of existing documents) and do all such other things as the that Agent may reasonably deem necessaryrequest in its Permitted Discretion, appropriate or convenient (i) so as at all times to assure to maintain the Agent the effectiveness validity, perfection, enforceability and priority of its security interests hereunder, including (A) such financing statements (including renewal statements), amendments and supplements or such other instruments as the Agent may from time to time reasonably request in order to perfect and maintain the security interests granted hereunder in accordance with the UCC, (B) with regard to registered Copyrights, a Notice of Grant of Security Interest in Copyrights for filing with the United States Copyright Office in the form of Exhibit 5(f)(i) attached hereto, (C) with regard to registered Patents, a Notice of Grant of Security Interest in Patents for filing with the United States Patent and Trademark Office in the form of Exhibit 5(f)(ii) attached hereto and (D) with regard to registered Trademarks, a Notice of Grant of Security Interest in Trademarks for filing with the United States Patent and Trademark Office in the form of Exhibit 5(f)(iii) attached hereto, (ii) to consummate the transactions contemplated hereby and (iii) to otherwise protect and assure the Agent of its rights and interests hereunder. To that end, each Grantor agrees that the Agent may file one or more financing statements (with collateral descriptions broader and/or less specific than the description of the Collateral contained herein) disclosing the Agent’s security interest in and Lien on the Collateral or to enable Agent to protect, exercise or enforce its rights hereunder and in the Collateral, including, but not limited to, (i) immediately discharging all Liens other than Permitted Encumbrances, (ii) obtaining Lien Waiver Agreements (other than with respect to premises at which Collateral with a fair value of $500,000 or less is located), (iii) delivering to Agent, endorsed or accompanied by such instruments of assignment as Agent may reasonably specify, and stamping or marking, in such manner as Agent may specify, any and all chattel paper, instruments, letters of credits and advices thereof (other than those with a fair value of $500,000 or all less) and documents evidencing or forming a part of the Collateral (other than Collateral with a fair value of $500,000 or less), (iv) entering into warehousing, lockbox and other custodial arrangements reasonably satisfactory to Agent, and (v) executing and delivering financing statements, control agreements, instruments of pledge, notices and assignments, in each case in form and substance reasonably satisfactory to Agent, relating to the creation, validity, perfection, maintenance or continuation of Agent’s security interest and Lien under the Uniform Commercial Code or other Applicable Law, provided, however, that (1) Liens on payroll, payroll tax, 401(k), employee spending, other employee benefit and workers’ compensation deposit accounts need not be perfected, (2) Liens on disbursement and money market accounts need not be perfected, (3) Liens on deposit accounts securing Indebtedness described on Schedule 7.8 need not be perfected, (4) Liens on deposit accounts into which the proceeds of Receivables received by electronic payments other than from hard disk drive Customers and SiPi Metals (and no other funds) are deposited need not be perfected, (5) Liens on vehicles which are subject to a certificate of title law need not be perfected, provided that the aggregate fair value of such Grantor without such Grantor’s signature thereonvehicles does not exceed $500,000 at any given time, and further each Grantor also hereby irrevocably makes(6) Liens on commercial tort claims need not be valid, constitutes and appoints the Agent, its nominee perfected or any other Person whom the Agent may designate, as such Grantor’s attorney-in-fact with full power and for the limited purpose to sign in the name of such Grantor any such financing statements (including renewal statements), amendments and supplements, notices or any similar documents that in the Agent’s reasonable discretion would be necessary, appropriate or convenient in order to perfect and maintain perfection of the security interests granted hereunder, such power, being coupled with an interest, being and remaining irrevocable so long as the Secured Obligations remain unpaid enforceable unless and until the commitments relating thereto shall a notice thereof is required to have been terminated. Each Grantor hereby agrees delivered to Agent under Section 4.1 hereof and (7) Liens on Intellectual Property need not be perfected to the extent that a carbon, photographic or other reproduction of this Security Agreement or any such financing statement is sufficient for filing as a financing statement by the Agent without notice thereof to such Grantor wherever the Agent may in its sole discretion desire to file the same. In the event for any reason the law of any jurisdiction action other than the applicable jurisdiction as filing of a Uniform Commercial Code financing statement would be required to perfect such Liens. By its signature hereto, each Borrower hereby authorizes Agent to file against such Borrower, one or more financing, continuation or amendment statements pursuant to the Uniform Commercial Code in form and substance satisfactory to Agent (which statements may have a description of collateral which is broader than that set forth herein). All charges, expenses and fees Agent may incur in doing any of the Closing Date becomes or is applicable foregoing, and any local taxes relating thereto, shall be charged to the Collateral Borrowers’ Account as a Revolving Advance of any Grantor or any part thereof, or a Domestic Rate Loan and added to any of the Secured Obligations, such Grantor agrees to execute and deliver all such instruments and to do all such other things as the Agent in its sole discretion reasonably deems necessaryor, appropriate or convenient to preserve, protect and enforce the security interests of the Agent under the law of such other jurisdiction (and, if a Grantor shall fail to do so promptly upon the request of the Agent, then the Agent may execute any and all such requested documents on behalf of such Grantor pursuant to the power of attorney granted hereinabove). If any Collateral is in the possession or control of a Grantor’s agents and the Agent so requests, such Grantor agrees to notify such agents in writing of the at Agent’s security interest therein andoption, upon the Agent’s request, instruct them shall be paid to hold all such Collateral Agent for its benefit and for the account ratable benefit of the holders of the Secured Obligations and subject to the Agent’s instructions. Each Grantor agrees to xxxx its books and records to reflect the security interest of the Agent in the CollateralLenders promptly following demand.

Perfection of Security Interest. Execute Such Grantor shall execute and deliver to the Administrative Agent such agreements, assignments or instruments (including affidavits, notices, reaffirmations and amendments and restatements of existing documents) and do all such other things as the Administrative Agent may reasonably deem necessary, appropriate or convenient (i) to assure to the Administrative Agent the effectiveness and priority of its security interests hereunder, including (A) such financing statements (including renewal statements), amendments and supplements or such other instruments as the Administrative Agent may from time to time reasonably request in order to perfect and maintain the security interests granted hereunder in accordance with the UCC, (B) with regard to registered Copyrights, a Notice of Grant of Security Interest in Copyrights for filing with the United States Copyright Office in the form of Exhibit 5(f)(i) attached hereto, (C) with regard to registered Patents, a Notice of Grant of Security Interest in Patents for filing with the United States Patent and Trademark Office in the form of Exhibit 5(f)(ii) attached hereto and (D) with regard to registered Trademarks, a Notice of Grant of Security Interest in Trademarks for filing with the United States Patent and Trademark Office in the form of Exhibit 5(f)(iii) attached hereto, (ii) to consummate the transactions contemplated hereby and (iii) to otherwise protect and assure the Administrative Agent of its rights and interests hereunder. To that end, each Grantor agrees that the Agent may file one or more financing statements (with collateral descriptions broader and/or less specific than the description of the Collateral contained herein) disclosing the Agent’s security interest in any or all of the Collateral of such Grantor without such Grantor’s signature thereon, and further each Grantor also hereby irrevocably makes, constitutes and appoints the Agent, its nominee or any other Person whom the Agent may designate, as such Grantor’s attorney-in-fact with full power and for the limited purpose to sign in the name of such Grantor any such financing statements (including renewal statements), amendments and supplements, notices or any similar documents that in the Agent’s reasonable discretion would be necessary, appropriate or convenient in order to perfect and maintain perfection of the security interests granted hereunder, such power, being coupled with an interest, being and remaining irrevocable so long as the Secured Obligations remain unpaid and until the commitments relating thereto shall have been terminated. Each Grantor hereby agrees that a carbon, photographic or other reproduction of this Security Agreement or any such financing statement is sufficient for filing as a financing statement by the Agent without notice thereof to such Grantor wherever the Agent may in its sole discretion desire to file the same. In the event for any reason the law of any jurisdiction other than the applicable jurisdiction as of the Closing Date New York becomes or is applicable to the Collateral of any Grantor or any part thereof, or to any of the Secured Obligations, such Grantor agrees to execute and deliver all such instruments and to do all such other things as the Administrative Agent in its sole discretion reasonably deems necessary, appropriate or convenient to preserve, protect and enforce the security interests of the Administrative Agent under the law of such other jurisdiction (and, if a Grantor shall fail to do so promptly upon the request of the Administrative Agent, then the Administrative Agent may execute any and all such requested documents on behalf of such Grantor pursuant to the power of attorney granted hereinabove). If any Collateral is in the possession or control of a Grantor’s agents and the Administrative Agent so requests, such Grantor agrees to notify such agents in writing of the Administrative Agent’s security interest therein and, upon the Administrative Agent’s request, instruct them to hold all such Collateral for the account of the holders of the Secured Obligations Parties and subject to the Administrative Agent’s instructions. Each Grantor agrees to xxxx its books and records to reflect the security interest of the Administrative Agent in the Collateral.

Perfection of Security Interest. Execute and deliver to the Agent Secured Party such agreements, assignments or instruments (including affidavits, notices, reaffirmations and amendments and restatements of existing documents, as the Secured Party may reasonably request) and do all such other things as the Agent Secured Party may reasonably deem necessary, appropriate or convenient (i) to assure to the Agent Secured Party the effectiveness and priority of its security interests hereunder, including (A) such financing statements (including renewal statements), amendments and supplements or such other instruments as the Agent Secured Party may from time to time reasonably request in order to perfect and maintain the security interests granted hereunder in accordance with the UCC, (B) with regard to registered Copyrights, a Notice of Grant of Security Interest in Copyrights for filing with the United States Copyright Office in the form of Exhibit 5(f)(i) attached hereto, (C) with regard to registered Patents, a Notice of Grant of Security Interest in Patents for filing with the United States Patent and Trademark Office in the form of Exhibit 5(f)(ii) attached hereto and (D) with regard to registered Trademarks, a Notice of Grant of Security Interest in Trademarks for filing with the United States Patent and Trademark Office in the form of Exhibit 5(f)(iii) attached heretoUCC or other applicable law, (ii) to consummate the transactions contemplated hereby and (iii) to otherwise protect and assure the Agent Secured Party of its rights and interests hereunder. To that end, each Grantor agrees that the Agent Secured Party may file one or more financing statements (with collateral descriptions broader and/or less specific than the description of the Collateral contained herein) disclosing the Agent’s Secured Party's security interest in any or all of the Collateral of such Grantor without such Grantor’s 's signature thereon, and further each Grantor also hereby irrevocably makes, constitutes and appoints the AgentSecured Party, its nominee or any other Person whom the Agent Secured Party may designate, as such Grantor’s 's attorney-in-fact with full power and for the limited purpose to sign in the name of such Grantor any such financing statements (including renewal statements), amendments and supplements, notices or any similar documents that in the Agent’s Secured Party's reasonable discretion would be necessary, appropriate or convenient in order to perfect and maintain perfection of the security interests granted hereunder, such power, being coupled with an interest, being and remaining irrevocable so long as the Secured Obligations remain unpaid and until the commitments relating thereto shall have been terminated. Each Grantor hereby agrees that a carbon, photographic or other reproduction of this Security Agreement or any such financing statement is sufficient for filing as a financing statement by the Agent Secured Party without notice thereof to such Grantor wherever the Agent Secured Party may in its sole discretion desire to file the same. In the event for any reason the law of any jurisdiction other than the applicable jurisdiction as of the Closing Date New York becomes or is applicable to the Collateral of any Grantor or any part thereof, or to any of the Secured Obligations, such Grantor agrees to execute and deliver all such instruments and to do all such other things as the Agent Secured Party in its sole discretion reasonably deems necessary, appropriate or convenient to preserve, protect and enforce the security interests of the Agent Secured Party under the law of such other jurisdiction (and, if a Grantor shall fail to do so promptly upon the request of the AgentSecured Party, then the Agent Secured Party may execute any and all such requested documents on behalf of such Grantor pursuant to the power of attorney granted hereinabove). If any Collateral is in the possession or control of a Grantor’s 's agents and the Agent Secured Party so requests, such Grantor agrees to notify such agents in writing of the Agent’s Secured Party's security interest therein and, upon the Agent’s Secured Party's request, instruct them to hold all such Collateral for the account of the holders of the Secured Obligations and subject to the Agent’s Secured Party's instructions. Each Grantor agrees to xxxx mark its books and records to reflect xx xeflect the security interest of the Agent Secured Party in the Collateral.

Perfection of Security Interest. Execute and deliver to the Agent such agreements, assignments or instruments (including affidavits, notices, reaffirmations and amendments and restatements of existing documents, as the Agent may reasonably request) and do all such other things as the Agent may reasonably deem necessary, necessary or appropriate or convenient (i) to assure to the Agent the effectiveness and priority of its security interests hereunder, including (A) such financing statements (including renewal statements), ) or amendments and thereof or supplements thereto or such other instruments as the Agent may from time to time reasonably request in order to perfect and maintain the security interests granted hereunder in accordance with the UCC, (B) with regard to registered Material Copyrights, a Notice of Grant of Security Interest in Copyrights for filing with the United States Copyright Office in the form of Exhibit 5(f)(i) attached heretoSchedule 4(f)(i), (C) with regard to registered Material Patents, a Notice of Grant of Security Interest in Patents for filing with the United States Patent and Trademark Office in the form of Exhibit 5(f)(iiSchedule 4(f)(ii) attached hereto and (D) with regard to registered Material Trademarks, a Notice of Grant of Security Interest in Trademarks for filing with the United States Patent and Trademark Office in the form of Exhibit 5(f)(iiiSchedule 4(f)(iii) attached hereto, (ii) to consummate the transactions contemplated hereby and (iii) to otherwise protect and assure the Agent of its rights and interests hereunder. To that end, each Grantor Obligor agrees that the Agent may file one or more financing statements (with collateral descriptions broader and/or less specific than the description of the Collateral contained herein) disclosing the Agent’s 's security interest in any or all of the Collateral of such Grantor without Obligor without, to the extent permitted by law, such Grantor’s Obligor's signature thereon, and further each Grantor Obligor also hereby irrevocably makes, constitutes and appoints the Agent, its nominee or any other Person person whom the Agent may designate, as such Grantor’s attorney-in-Obligor's attorney in fact with full power and for the limited purpose to sign in the name of such Grantor Obligor any such financing statements (including renewal statements), or amendments and supplementssupplements to financing statements, renewal financing statements, notices or any similar documents that which in the Agent’s 's reasonable discretion would be necessary, appropriate or convenient in order to perfect and maintain perfection of the security interests granted hereunder, such power, being coupled with an interest, being and remaining irrevocable so long as the Secured Obligations Credit Agreement is in effect or any amounts payable thereunder or under any other Credit Document or any Letter of Credit shall remain unpaid outstanding, and until all of the commitments relating thereto Commitments thereunder shall have been terminated. Each Grantor Obligor hereby agrees that a carbon, photographic or other reproduction of this Security Agreement or any such financing statement is sufficient for filing as a financing statement by the Agent without notice thereof to such Grantor Obligor wherever the Agent may in its sole discretion desire to file the same. In the event for any reason the law of any jurisdiction other than the applicable jurisdiction as of the Closing Date North Carolina becomes or is applicable to the Collateral of any Grantor Obligor or any part thereof, or to any of the Secured Obligations, such Grantor Obligor agrees to execute and deliver all such instruments and to do all such other things as the Agent in its sole discretion reasonably deems necessary, necessary or appropriate or convenient to preserve, protect and enforce the security interests of the Agent under the law of such other jurisdiction (and, if a Grantor an Obligor shall fail to do so promptly upon the request of the Agent, then the Agent may execute any and all such requested documents on behalf of such Grantor Obligor pursuant to the power of attorney granted hereinabove). If any Collateral is in the possession or control of a Grantor’s an Obligor's agents and the Agent so requests, such Grantor Obligor agrees to notify such agents in writing of the Agent’s 's security interest therein and, upon the Agent’s 's request, instruct them to hold all such Collateral for the Lenders' account of the holders of the Secured Obligations and subject to the Agent’s 's instructions. Each Grantor Obligor agrees to xxxx mark its books and records recoxxx to reflect the security interest of the Agent in the Collateral.

Perfection of Security Interest. Execute Mxxx its books and records to reflect the security interest of the Administrative Agent in the Collateral. Each Debtor hereby authorizes the Administrative Agent to prepare and file such financing statements (including renewal statements) or amendments thereof or supplements thereto or other instruments as the Administrative Agent may from time to time deem necessary or appropriate in order to perfect and maintain the security interests granted hereunder in accordance with the UCC. Each Debtor shall also execute and deliver to the Administrative Agent such agreements, assignments or instruments (including affidavits, notices, reaffirmations and amendments and restatements of existing documents, as the Administrative Agent may reasonably request) and do all such other things requested by the Administrative Agent as the Administrative Agent may reasonably deem necessary, necessary or appropriate or convenient (i) to assure to the Administrative Agent the effectiveness and priority of that its security interests hereunderhereunder are perfected, including (A) such financing statements (including renewal statements), ) or amendments and thereof or supplements thereto or such other instruments as the Administrative Agent may from time to time reasonably request in order to perfect and maintain the security interests granted hereunder in accordance with the UCCUCC and any other personal property security legislation in the appropriate state(s) or province(s), (B) with regard to Copyrights registered Copyrightswith the United States Copyright Office, a Notice of Grant of Security Interest in Copyrights for filing with the United States Copyright Office in the form of Exhibit 5(f)(i) Schedule IX attached hereto, (C) with regard to Patents registered Patentswith the United States Patent and Trademark Office, a Notice of Grant of Security Interest in Patents for filing with the United States Patent and Trademark Office in the form of Exhibit 5(f)(ii) Schedule X attached hereto and (D) with regard to Trademarks registered Trademarkswith the United States Patent and Trademark Office, a Notice of Grant of Security Interest in Trademarks for filing with the United States Patent and Trademark Office in the form of Exhibit 5(f)(iii) Schedule XI attached hereto, (ii) to consummate the transactions contemplated hereby and (iii) to otherwise protect and assure the Administrative Agent of its rights and interests hereunder. To that end, each Grantor agrees that the Agent may file one or more financing statements (with collateral descriptions broader and/or less specific than the description of the Collateral contained herein) disclosing the Agent’s security interest in any or all of the Collateral of such Grantor without such Grantor’s signature thereon, and further each Grantor also Debtor hereby irrevocably makes, constitutes and appoints the Administrative Agent, its nominee or any other Person person whom the Administrative Agent may designate, as such GrantorDebtor’s attorney-in-fact with full power and for the limited purpose to sign in the name of such Grantor Debtor any such financing statements (including renewal statements), or amendments and supplementssupplements to financing statements, renewal financing statements, notices or any similar documents that which in the Administrative Agent’s reasonable discretion would be necessary, appropriate or convenient in order to perfect and maintain perfection of the security interests granted hereunder, such power, being coupled with an interest, being and remaining irrevocable so long as any of the Secured Obligations remain unpaid outstanding (other than any such obligations which by the terms thereof are stated to survive termination of the Loan Documents) or any Loan Document (to the extent the obligations of such Debtor thereunder constitute Secured Obligations) is in effect, and until all of the commitments relating thereto Commitments shall have been terminated. Each Grantor Debtor hereby agrees that a carbon, photographic or other reproduction of this Security Agreement or any such financing statement is sufficient for filing as a financing statement by the Administrative Agent without notice thereof to such Grantor Debtor wherever the Administrative Agent may in its sole discretion desire to file the same. In the event for any reason the law of any jurisdiction other than the applicable jurisdiction as of the Closing Date Illinois becomes or is applicable to the Collateral of any Grantor Debtor or any part thereof, or to any of the Secured Obligations, such Grantor Debtor agrees to execute and deliver all such instruments and to do all such other things requested by the Administrative Agent as the Administrative Agent in its sole discretion reasonably deems necessary, necessary or appropriate or convenient to preserve, protect and enforce the security interests of the Administrative Agent under the law of such other jurisdiction (and, if a Grantor Debtor shall fail to do so promptly upon the request of the Administrative Agent, then the Administrative Agent may execute any and all such requested documents on behalf of such Grantor Debtor pursuant to the power of attorney granted hereinabove). If any Collateral is in the possession or control of a Grantor’s agents and the Agent so requests, such Grantor agrees to notify such agents in writing of the Agent’s security interest therein and, upon the Agent’s request, instruct them to hold all such Collateral for the account of the holders of the Secured Obligations and subject to the Agent’s instructions. Each Grantor agrees to xxxx its books and records to reflect the security interest of the Agent in the Collateral.

Perfection of Security Interest. Execute Each Obligor hereby authorizes the Agent to prepare and file such financing statements (including renewal statements and in lieu statements) or amendments thereof or supplements thereto or other instruments as the Agent may from time to time deem necessary or appropriate in order to perfect and maintain the security interests granted hereunder in accordance with the UCC and, subject to Permitted Liens, to ensure the priority of such security interests. Each Obligor shall also execute and deliver to the Agent such agreements, assignments or instruments (including affidavits, notices, reaffirmations and amendments and restatements of existing documents, as the Agent may reasonably request) and do all such other things as the Agent may reasonably deem necessary, necessary or appropriate or convenient (i) to assure to the Agent the effectiveness and priority of its security interests hereunderhereunder are first priority (subject to Permitted Liens) and perfected, including (A) such financing statements (including renewal statements), ) or amendments and thereof or supplements thereto or such other instruments as the Agent may from time to time reasonably request in order to perfect and maintain the security interests granted hereunder and to ensure the first priority (subject to Permitted Liens) thereof in accordance with the UCCUCC and any other personal property security legislation in the appropriate state(s) or province(s), (B) with regard to registered Copyrights, a Notice of Grant of Security Interest in Copyrights for filing with the United States Copyright Office or in any similar office or agency of the United States or any other country, substantially in the form of Exhibit Schedule 5(f)(i) attached hereto, (C) with regard to registered Patents, a Notice of Grant of Security Interest in Patents for filing with the United States Patent and Trademark Office or in any similar office or agency of the United States or any other country, substantially in the form of Exhibit Schedule 5(f)(ii) attached hereto and (D) with regard to registered Trademarks, a Notice of Grant of Security Interest in Trademarks for filing with the United States Patent and Trademark Office or in any similar office or agency of the United States or any other country, substantially in the form of Exhibit Schedule 5(f)(iii) attached hereto, (ii) to consummate the transactions contemplated hereby and (iii) to otherwise protect and assure the Agent of its rights and interests hereunder. To that end, each Grantor agrees that the Agent may file one or more financing statements (with collateral descriptions broader and/or less specific than the description of the Collateral contained herein) disclosing the Agent’s security interest in any or all of the Collateral of such Grantor without such Grantor’s signature thereon, and further each Grantor also Obligor hereby irrevocably makes, constitutes and appoints the Agent, its nominee or any other Person person whom the Agent may designate, as such Grantor’s Obligor's attorney-in-fact with full power and for the limited purpose to sign in the name of such Grantor Obligor any such financing statements (including renewal statements), or amendments and supplementssupplements to financing statements, in lieu statements, renewal financing statements, notices or any similar documents that which in the Agent’s 's reasonable discretion would be necessary, appropriate or convenient in order to perfect and maintain perfection of and the first priority (subject to Permitted Liens) of the security interests granted hereunder, such power, being coupled with an interest, being and remaining irrevocable so long as any of the Secured Obligations remain unpaid outstanding or any Credit Document or Lender Hedging Agreement is in effect or any Letter of Credit shall remain outstanding and until all of the commitments relating thereto Commitments shall have been terminated. Each Grantor Obligor hereby agrees that a carbon, photographic or other reproduction of this Security Agreement or any such financing statement is sufficient for filing as a financing statement by the Agent without notice thereof to such Grantor Obligor wherever the Agent may in its sole discretion desire to file the same. In the event for any reason the law of any jurisdiction other than the applicable jurisdiction as of the Closing Date New York becomes or is applicable to the Collateral of any Grantor Obligor or any part thereof, or to any of the Secured Obligations, such Grantor Obligor agrees to execute and deliver all such instruments and to do all such other things as the Agent in its sole discretion reasonably deems necessary, necessary or appropriate or convenient to preserve, protect and enforce the security interests of the Agent and the first priority thereof (subject to Permitted Liens) under the law of such other jurisdiction (and, if a Grantor an Obligor shall fail to do so promptly upon the request of the Agent, then the Agent may execute any and all such requested documents on behalf of such Grantor Obligor pursuant to the power of attorney granted hereinabove). If any Collateral is in the possession or control of a Grantor’s agents and the Agent so requests, such Grantor Each Obligor agrees to notify such agents in writing of the Agent’s security interest therein and, upon the Agent’s request, instruct them to hold all such Collateral for the account of the holders of the Secured Obligations and subject to the Agent’s instructions. Each Grantor agrees to xxxx its maintain adequate books and records to (in written or electronic form) which reflect the security interest of the Agent in the CollateralCollateral and the status of each Obligor's inventory and equipment which is leased to an Obligor or which is subject to a Permitted Lien.

Perfection of Security Interest. Execute and deliver to the Administrative Agent such agreements, assignments or instruments (including affidavits, notices, reaffirmations and amendments and restatements of existing documents, as the Administrative Agent may reasonably request) and do all such other things as the Administrative Agent may reasonably deem necessary, appropriate or convenient (i) to assure to the Administrative Agent the effectiveness effectiveness, perfection and priority of its security interests hereunder, including (A) such financing statements (including renewal statements), amendments and supplements or such other instruments as the Administrative Agent may from time to time reasonably request in order to perfect and maintain the security interests granted hereunder in accordance with the UCC, (B) with regard to registered Copyrights, a Notice of Grant of Security Interest in Copyrights for filing with the United States Copyright Office in the form of Exhibit Schedule 5(f)(i) attached heretohereto or other form reasonably acceptable to the Administrative Agent, (C) with regard to registered Patents, a Notice of Grant of Security Interest in Patents for filing with the United States Patent and Trademark Office in the form of Exhibit Schedule 5(f)(ii) attached hereto or other form reasonably acceptable to the Administrative Agent and (D) with regard to registered Trademarks, a Notice of Grant of Security Interest in Trademarks for filing with the United States Patent and Trademark Office in the form of Exhibit Schedule 5(f)(iii) attached heretohereto or other form reasonably acceptable to the Administrative Agent, (ii) to consummate the transactions contemplated hereby and (iii) to otherwise protect and assure the Administrative Agent of its rights and interests hereunder. To that end, each Grantor agrees that authorizes the Administrative Agent may to file one or more financing statements (with which may describe the collateral descriptions broader and/or less specific than the description of the Collateral contained hereinas “all assets” or “all personal property”) disclosing the Administrative Agent’s security interest in any or all of the Collateral of such Grantor without such Grantor’s signature thereon, and further each Grantor also hereby irrevocably makes, constitutes and appoints the Administrative Agent, its nominee or any other Person whom the Administrative Agent may designate, as such Grantor’s attorney-in-fact with full power and for the limited purpose to sign in the name of such Grantor any such financing statements (including renewal statements), amendments and supplements, notices or any similar documents that in the Administrative Agent’s reasonable discretion would be necessary, appropriate or convenient in order to perfect and maintain perfection of the security interests granted hereunder, such power, being coupled with an interest, being and remaining irrevocable so long as the Secured Obligations remain unpaid and until the commitments relating thereto shall have been terminated. Each Grantor hereby agrees that a carbon, photographic or other reproduction of this Security Agreement or any such financing statement is sufficient for filing as a financing statement by the Administrative Agent without notice thereof to such Grantor wherever the Administrative Agent may in its sole discretion desire to file the same. In the event for any reason the law of any jurisdiction other than the applicable jurisdiction as of the Closing Date New York becomes or is applicable to the Collateral of any Grantor or any part thereof, or to any of the Secured Obligations, such Grantor agrees to execute and deliver all such instruments and to do all such other things as the Administrative Agent in its sole discretion reasonably deems necessary, appropriate or convenient to preserve, protect and enforce the security interests of the Administrative Agent under the law of such other jurisdiction (and, if a Grantor shall fail to do so promptly upon the request of the Administrative Agent, then the Administrative Agent may execute any and all such requested documents on behalf of such Grantor pursuant to the power of attorney granted hereinabove). If any Collateral is in the possession or control of a Grantor’s agents and the Administrative Agent so requests, such Grantor agrees to notify such agents in writing of the Administrative Agent’s security interest therein and, upon the Administrative Agent’s request, instruct them to hold all such Collateral for the account of the holders of the Secured Obligations and subject to the Administrative Agent’s instructions. Each Grantor agrees to xxxx its books and records to reflect the security interest of the Administrative Agent in the Collateral.

Perfection of Security Interest. Execute and deliver to the Collateral Agent such agreements, assignments or instruments (including affidavits, notices, reaffirmations and amendments and restatements of existing documents, as the Collateral Agent may reasonably request) and do all such other things as the Collateral Agent may reasonably deem necessary, appropriate or convenient (i) to assure to the Collateral Agent the effectiveness and priority of its security interests hereunder, including (A) such financing statements (including renewal statements), amendments and supplements or such other instruments as the Collateral Agent may from time to time reasonably request in order to perfect and maintain the security interests granted hereunder in accordance with the UCC, (B) with regard to registered Copyrights, a Notice of Grant of Security Interest in Copyrights for filing with the United States Copyright Office in the form of Exhibit 5(f)(i) attached hereto, (C) with regard to registered Patents, a Notice of Grant of Security Interest in Patents for filing with the United States Patent and Trademark Office in the form of Exhibit 5(f)(ii) attached hereto and (D) with regard to registered Trademarks, a Notice of Grant of Security Interest in Trademarks for filing with the United States Patent and Trademark Office in the form of Exhibit 5(f)(iii) attached hereto, (ii) to consummate the transactions contemplated hereby and (iii) to otherwise protect and assure the Collateral Agent of its rights and interests hereunder. To that end, each Grantor agrees that the Collateral Agent may file one or more financing statements (with collateral descriptions broader and/or less specific than the description of the Collateral contained herein) disclosing the Collateral Agent’s security interest in any or all of the Collateral of such Grantor without such Grantor’s signature thereon, and further each Grantor also hereby irrevocably makes, constitutes and appoints the Collateral Agent, its nominee or any other Person whom the Collateral Agent may designate, as such Grantor’s attorney-in-fact with full power and for the limited purpose to sign in the name of such Grantor any such financing statements (including renewal statements), amendments and supplements, notices or any similar documents that in the Collateral Agent’s reasonable discretion would be necessary, appropriate or convenient in order to perfect and maintain perfection of the security interests granted hereunder, such power, being coupled with an interest, being and remaining irrevocable so long as the Secured Obligations remain unpaid and until the commitments relating thereto shall have been terminated. Each Grantor hereby agrees that a carbon, photographic or other reproduction of this Security Agreement or any such financing statement is sufficient for filing as a financing statement by the Collateral Agent without notice thereof to such Grantor wherever the Collateral Agent may in its sole discretion desire to file the same. In the event for any reason the law of any jurisdiction other than the applicable jurisdiction as of the Closing Date becomes or is applicable to the Collateral of any Grantor or any part thereof, or to any of the Secured Obligations, such Grantor agrees to execute and deliver all such instruments and to do all such other things as the Collateral Agent in its sole discretion reasonably deems necessary, appropriate or convenient to preserve, protect and enforce the security interests of the Collateral Agent under the law of such other jurisdiction (and, if a Grantor shall fail to do so promptly upon the request of the Collateral Agent, then the Collateral Agent may execute any and all such requested documents on behalf of such Grantor pursuant to the power of attorney granted hereinabove). If any Collateral is in the possession or control of a Grantor’s agents and the Collateral Agent so requests, such Grantor agrees to notify such agents in writing of the Collateral Agent’s security interest therein and, upon the Collateral Agent’s request, instruct them to hold all such Collateral for the account of the holders of the Secured Obligations and subject to the Collateral Agent’s instructions. Each Grantor agrees to xxxx its books and records to reflect the security interest of the Collateral Agent in the Collateral.

Perfection of Security Interest. Execute and deliver to the Administrative Agent such agreements, assignments or instruments (including affidavits, notices, reaffirmations and amendments and restatements of existing documents, as the Administrative Agent may reasonably request) and do all such other things as the Administrative Agent may reasonably deem necessary, necessary or appropriate or convenient (i) to assure to the Administrative Agent the effectiveness and priority of its security interests in the Collateral hereunder, including (A) such financing statements (including renewal statements), amendments and supplements or such other instruments as the Administrative Agent may from time to time reasonably request in order to perfect and maintain the security interests granted hereunder in accordance with the UCC, (B) with regard to registered Copyrights, a Notice of Grant of Security Interest in Copyrights for filing with the United States Copyright Office in the form of Exhibit 5(f)(i5(B) attached hereto, (C) with regard to registered Patents, a Notice of Grant of Security Interest in Patents for filing with the United States Patent and Trademark Office in the form of Exhibit 5(f)(iiSchedule 5(C) attached hereto and (D) with regard to Trademarks registered Trademarkswith the United States Patent and Trademark Office and Trademarks for which a registration is pending or is otherwise applied for with the United States Patent and Trademark Office, a Notice of Grant of Security Interest in Trademarks for filing with the United States Patent and Trademark Office in the form of Exhibit 5(f)(iiiSchedule 5(D) attached hereto, (ii) to consummate the transactions contemplated hereby and (iii) to otherwise protect and assure the Administrative Agent of its rights and interests hereunder. To that end, each Each Grantor agrees that hereby authorizes the Administrative Agent may at any time and from time to time to file one or more in any relevant jurisdiction in the United States any financing statements (with including any continuations), amendments thereto or other documents (i) that contain the information required by Article 9 of the UCC of each such applicable jurisdiction for the filing of any financing statement or amendment relating to the Collateral, including, without limitation, whether such Grantor is an organization, the type of organization and any organizational identification number issued to such Grantor, (ii) without the signature of such Grantor where permitted by law, (iii) that contain a description or indication of collateral descriptions broader and/or less specific than as “all assets now owned or hereafter acquired by the Grantor or in which Grantor otherwise has rights” or “all personal property of the debtor, now owned or hereafter acquired” or words of similar import or (iv) that contain a sufficient description of the real property to which such Collateral contained hereinrelates and any other information requested by Administrative Agent in the case of a financing statement filed as a fixture filing or covering Collateral constituting minerals or the like to be extracted or timber to be cut. Each Grantor agrees to provide all information described in the immediately preceding sentence to Administrative Agent promptly upon reasonable request by Administrative Agent and, if required, to execute any such financing statements (including any continuations) disclosing the Agent’s security interest in any or all of the Collateral of such Grantor without such Grantor’s signature thereonamendments thereto. In addition, and further each Grantor also hereby irrevocably makes, constitutes and appoints the Administrative Agent, its nominee or any other Person whom the Administrative Agent may designate, as such Grantor’s attorney-in-fact with full power and for the limited purpose to sign in the name of such Grantor any such financing statements (including renewal statements), continuations, amendments and supplements, notices or any similar documents that in the Administrative Agent’s reasonable discretion would be necessary, necessary or appropriate or convenient in order to perfect and maintain perfection of the security interests granted hereunder, such power, being coupled with an interest, being and remaining irrevocable so long as the Secured Obligations remain unpaid and until the commitments relating thereto shall have been terminated. Each Grantor hereby agrees that a carbon, photographic or other reproduction of this Security Agreement or any such financing statement is sufficient for filing as a financing statement by the Administrative Agent without notice thereof to such Grantor wherever the Administrative Agent may in its sole discretion desire to file the same. In the event for any reason the law of any jurisdiction other than the applicable jurisdiction as of the Closing Date New York becomes or is applicable to the Collateral of any Grantor or any part thereof, or to any of the Secured Obligations, such Grantor agrees to execute and deliver all such instruments and to do all such other things as the Administrative Agent in its sole discretion reasonably deems necessary, necessary or appropriate or convenient to preserve, protect and enforce the security interests of the Administrative Agent under the law of such other jurisdiction (and, if a Grantor shall fail to do so promptly upon the request of the Administrative Agent, then the Administrative Agent may execute any and all such requested documents on behalf of such Grantor pursuant to the power of attorney granted hereinabove). If any Collateral with a fair market value in excess of $500,000 is in the possession or control of a Grantor’s agents and the Administrative Agent so requests, such Grantor agrees to notify such agents in writing of the Administrative Agent’s security interest therein and, upon the Administrative Agent’s request, instruct them to hold all such Collateral for the account of the holders of the Secured Obligations and subject to the Administrative Agent’s instructions. Each Grantor agrees (and agrees to cause each of its direct and indirect Domestic Subsidiaries) to xxxx its books and records to reflect the security interest of the Administrative Agent in the Collateral. Notwithstanding the foregoing, (i) no Grantor shall be required to take any action to perfect the security interest of the Administrative Agent in any motor vehicles or other Equipment covered by certificate of title laws in any applicable jurisdiction or other personal Property in respect of which perfection of a Lien is not accomplished by the filing of a UCC financing statement under Article 9 of the UCC and (ii) except as set forth in Section 5(d) below and in the Pledge Agreement, no Grantor shall be required to take any action to provide to the Administrative Agent control within the meaning of the UCC with respect to Deposit Accounts, Security Accounts, Commodities Accounts, Investment Property, Letter of Credit Rights and Electronic Chattel Paper.

Perfection of Security Interest. Execute Execute, acknowledge, deliver, record, re-record, file, re-file, register, re-register any and deliver to the Agent such agreements, assignments or instruments (including affidavits, notices, reaffirmations and amendments and restatements of existing documents) and do all such further acts, deeds, certificates, assurances and other things instruments as the Administrative Agent may reasonably require, deem necessary, appropriate or convenient (i) to assure to the Administrative Agent the effectiveness and priority of its security interests hereunder, including (A) such financing statements (including renewal statements), amendments and supplements or such other instruments as the Administrative Agent may from time to time reasonably request in order to perfect and maintain the security interests granted hereunder or under any of the Collateral Documents in accordance with the UCC, (B) with regard to registered Copyrights, a Notice of Grant of Security Interest in Copyrights for filing with the United States Copyright Office in the form of Exhibit 5(f)(iSchedule 5(c)(i) attached hereto, (C) with regard to registered Patents, a Notice of Grant of Security Interest in Patents for filing with the United States Patent and Trademark Office in the form of Exhibit 5(f)(iiSchedule 5(c)(ii) attached hereto and (D) with regard to registered Trademarks, a Notice of Grant of Security Interest in Trademarks for filing with the United States Patent and Trademark Office in the form of Exhibit 5(f)(iiiSchedule 5(c)(iii) attached hereto, (ii) to consummate the transactions contemplated hereby (iii) correct any material defect or error that may be discovered in this Security Agreement or any of the Collateral Documents or in the execution, acknowledgment, filing or recordation thereof and (iiiiv) to otherwise protect and assure the Administrative Agent of its rights and interests hereunder. To that end, each Grantor agrees that authorizes the Administrative Agent may to file one or more financing statements (with which may describe the collateral descriptions broader and/or less specific than the description of the Collateral contained hereinas “all assets” or “all personal property”) disclosing the Administrative Agent’s security interest in any or all of the Collateral of such Grantor without such Grantor’s signature thereon, and further each Grantor also hereby irrevocably makes, constitutes and appoints the Administrative Agent, its nominee or any other Person whom the Administrative Agent may designate, as such Grantor’s attorney-in-fact with full power and for the limited purpose to sign in the name of such Grantor any such financing statements (including renewal statements), amendments and supplements, notices or any similar documents that in the Administrative Agent’s reasonable discretion would be necessary, appropriate or convenient in order to perfect and maintain perfection of the security interests granted hereunder, such power, being coupled with an interest, being and remaining irrevocable so long as the Secured Obligations remain unpaid and until the commitments relating thereto shall have been terminated. Each Grantor hereby agrees that a carbon, photographic or other reproduction of this Security Agreement or any such financing statement is sufficient for filing as a financing statement by the Administrative Agent without notice thereof to such Grantor wherever the Administrative Agent may in its sole discretion desire to file the same. In the event for any reason the law of any jurisdiction other than the applicable jurisdiction as of the Closing Date New York becomes or is applicable to the Collateral of any Grantor or any part thereof, or to any of the Secured Obligations, such Grantor agrees to execute and deliver all such instruments and to do all such other things as the Administrative Agent in its sole discretion reasonably deems necessary, appropriate or convenient to preserve, protect and enforce the security interests of the Administrative Agent under the law of such other jurisdiction (and, if a Grantor shall fail to do so promptly upon the request of the Administrative Agent, then the Administrative Agent may execute any and all such requested documents on behalf of such Grantor pursuant to the power of attorney granted hereinabove). If any Collateral is in the possession or control of a Grantor’s agents and the Administrative Agent so requests, such Grantor agrees to notify such agents in writing of the Administrative Agent’s security interest therein and, upon the Administrative Agent’s request, instruct them to hold all such Collateral for the account of the holders of the Secured Obligations and subject to the Administrative Agent’s instructions. Each Grantor agrees to xxxx mxxx its books and records to reflect the security interest of the Administrative Agent in the Collateral.

Perfection of Security Interest. Execute Mxxx its books and records to reflect the security interest of the Administrative Agent in the Collateral. The Debtor hereby authorizes the Administrative Agent to prepare and file such financing statements (including renewal statements) or amendments thereof or supplements thereto or other instruments as the Administrative Agent may from time to time deem necessary or appropriate in order to perfect and maintain the security interests granted hereunder in accordance with the UCC. The Debtor shall also execute and deliver to the Administrative Agent such agreements, assignments or instruments (including affidavits, notices, reaffirmations and amendments and restatements of existing documents, as the Administrative Agent may reasonably request) and do all such other things requested by the Administrative Agent as the Administrative Agent may reasonably deem necessary, necessary or appropriate or convenient (i) to assure to the Administrative Agent the effectiveness and priority of that its security interests hereunderhereunder are perfected, including (A) such financing statements (including renewal statements), ) or amendments and thereof or supplements thereto or such other instruments as the Administrative Agent may from time to time reasonably request in order to perfect and maintain the security interests granted hereunder in accordance with the UCCUCC and any other personal property security legislation in the appropriate state(s) or province(s), (B) with regard to Copyrights registered Copyrightswith the United States Copyright Office, a Notice of Grant of Security Interest in Copyrights for filing with the United States Copyright Office in the form of Exhibit 5(f)(i) Schedule IX attached hereto, (C) with regard to Patents registered Patentswith the United States Patent and Trademark Office, a Notice of Grant of Security Interest in Patents for filing with the United States Patent and Trademark Office in the form of Exhibit 5(f)(ii) Schedule X attached hereto and (D) with regard to Trademarks registered Trademarkswith the United States Patent and Trademark Office, a Notice of Grant of Security Interest in Trademarks for filing with the United States Patent and Trademark Office in the form of Exhibit 5(f)(iii) Schedule XI attached hereto, (ii) to consummate the transactions contemplated hereby and (iii) to otherwise protect and assure the Administrative Agent of its rights and interests hereunder. To that end, each Grantor agrees that the Agent may file one or more financing statements (with collateral descriptions broader and/or less specific than the description of the Collateral contained herein) disclosing the Agent’s security interest in any or all of the Collateral of such Grantor without such Grantor’s signature thereon, and further each Grantor also Debtor hereby irrevocably makes, constitutes and appoints the Administrative Agent, its nominee or any other Person person whom the Administrative Agent may designate, as such Grantorthe Debtor’s attorney-in-fact with full power and for the limited purpose to sign in the name of such Grantor the Debtor any such financing statements (including renewal statements), or amendments and supplementssupplements to financing statements, renewal financing statements, notices or any similar documents that which in the Administrative Agent’s reasonable discretion would be necessary, appropriate or convenient in order to perfect and maintain perfection of the security interests granted hereunder, such power, being coupled with an interest, being and remaining irrevocable so long as any of the Secured Obligations remain unpaid outstanding (other than any such obligations which by the terms thereof are stated to survive termination of the Loan Documents) or any Loan Document (to the extent the obligations of the Debtor thereunder constitute Secured Obligations) is in effect, and until all of the commitments relating thereto Commitments shall have been terminated. Each Grantor The Debtor hereby agrees that a carbon, photographic or other reproduction of this Security Agreement or any such financing statement is sufficient for filing as a financing statement by the Administrative Agent without notice thereof to such Grantor the Debtor wherever the Administrative Agent may in its sole discretion desire to file the same. In the event for any reason the law of any jurisdiction other than the applicable jurisdiction as of the Closing Date Illinois becomes or is applicable to the Collateral of any Grantor the Debtor or any part thereof, or to any of the Secured Obligations, such Grantor the Debtor agrees to execute and deliver all such instruments and to do all such other things requested by the Administrative Agent as the Administrative Agent in its sole discretion reasonably deems necessary, necessary or appropriate or convenient to preserve, protect and enforce the security interests of the Administrative Agent under the law of such other jurisdiction (and, if a Grantor the Debtor shall fail to do so promptly upon the request of the Administrative Agent, then the Administrative Agent may execute any and all such requested documents on behalf of such Grantor the Debtor pursuant to the power of attorney granted hereinabove). If any Collateral is in the possession or control of a Grantor’s agents and the Agent so requests, such Grantor agrees to notify such agents in writing of the Agent’s security interest therein and, upon the Agent’s request, instruct them to hold all such Collateral for the account of the holders of the Secured Obligations and subject to the Agent’s instructions. Each Grantor agrees to xxxx its books and records to reflect the security interest of the Agent in the Collateral.

Perfection of Security Interest. Execute Upon the reasonable request of the Administrative Agent, execute and deliver to the Administrative Agent such agreements, assignments or instruments (including affidavits, notices, reaffirmations and amendments and restatements of existing documents) and do all such other things as the Administrative Agent may reasonably deem necessary, appropriate or convenient (i) to assure to the Administrative Agent the effectiveness effectiveness, perfection and priority of its security interests in the Collateral hereunder, including (A) such financing statements (including renewal statements), amendments and supplements or such other instruments as the Administrative Agent may from time to time reasonably request in order to perfect and maintain the security interests granted hereunder in accordance with the UCC, (B) with regard to registered Copyrights, a Notice of Grant of Security Interest in Copyrights for filing with the United States Copyright Office in the form of Exhibit 5(f)(i5(d)(i) attached hereto, (C) with regard to registered PatentsPatents issued by the United States Patent and Trademark Office, a Notice of Grant of Security Interest in Patents for filing with the United States Patent and Trademark Office in the form of Exhibit 5(f)(ii5(d)(ii) attached hereto and (D) with regard to Trademarks registered Trademarkswith the United States Patent and Trademark Office and all applications for Trademarks filed with the United States Patent and Trademark Office, a Notice of Grant of Security Interest in Trademarks for filing with the United States Patent and Trademark Office in the form of Exhibit 5(f)(iii5(d)(iii) attached hereto, (ii) to consummate the transactions contemplated hereby and (iii) to otherwise protect and assure the Administrative Agent of its rights and interests hereunder. To that end, each Grantor agrees that authorizes the Administrative Agent may to file one or more financing statements (with collateral descriptions broader broader, including without limitation “all assets” and/or “all personal property” collateral descriptions, and/or less specific than the description of the Collateral contained herein) disclosing the Administrative Agent’s security interest in any or all of the Collateral of such Grantor without such Grantor’s signature thereon, and further each Grantor also hereby irrevocably makes, constitutes and appoints the Administrative Agent, its nominee or any other Person whom the Administrative Agent may designate, as such Grantor’s attorney-in-fact with full power and for the limited purpose to sign in the name of such Grantor any such financing statements (including renewal statements), amendments and supplements, notices or any similar documents that in the Administrative Agent’s reasonable discretion would be necessary, appropriate or convenient in order to perfect and maintain perfection of the security interests granted hereunder, such power, being coupled with an interest, being and remaining irrevocable so long as the Secured Obligations (other than (x) Hedging Agreements entered into with a Hedging Bank, (y) Treasury Management Agreements entered into with Treasury Management Banks, or (z) contingent indemnification obligations or contingent expense reimbursement, indemnification, yield protection or tax gross-up obligations, in each case for which no claim has been made) remain unpaid and until the commitments relating thereto shall have been terminated. Each Grantor hereby agrees that a carbon, photographic or other reproduction of this Security Agreement or any such financing statement is sufficient for filing as a financing statement by the Administrative Agent without notice thereof to such Grantor wherever the Administrative Agent may in its sole discretion desire to file the same. In the event for any reason the law of any jurisdiction other than the applicable jurisdiction as of the Closing Date New York becomes or is applicable to the Collateral of any Grantor or any part thereof, or to any of the Secured Obligations, such Grantor agrees to execute and deliver all such instruments and to do all such other things as the Administrative Agent in its sole discretion reasonably deems necessary, appropriate or convenient to preserve, protect and enforce the security interests of the Administrative Agent under the law of such other jurisdiction (and, if a Grantor shall fail to do so promptly upon the request of the Administrative Agent, then the Administrative Agent may execute any and all such requested documents on behalf of such Grantor pursuant to the power of attorney granted hereinabove). If any Collateral is in the possession or control of a Grantor’s agents and the Administrative Agent so requests, such Grantor agrees to notify such agents in writing of the Administrative Agent’s security interest therein and, upon if an Event of Default has occurred and is continuing and the Agent’s requestAdministrative Agent so requests, instruct them to hold all such Collateral for the account of the holders Administrative Agent for the benefit of the Secured Obligations and Creditors, subject to the Administrative Agent’s instructions. Each Grantor agrees to xxxx its books and records to reflect the security interest of the Administrative Agent in the Collateral. Notwithstanding any provision to the contrary in this Agreement or any other Loan Document, the Grantors shall not be required to obtain landlord waivers or consents with respect to any Collateral located on any real property leased by any Grantor.

Perfection of Security Interest. Execute and deliver to the Agent such agreements, assignments or instruments (including affidavits, notices, reaffirmations and amendments and restatements of existing documents, as the Agent may reasonably request) and do all such other things as the Agent may reasonably deem necessary, necessary or appropriate or convenient (i) to assure to the Agent the effectiveness and priority of its security interests hereunder, including including, but not limited to, (A) such financing statements (including renewal statements), ) or amendments and thereof or supplements thereto or such other instruments as the Agent may from time to time reasonably request in order to perfect and maintain the security interests granted hereunder in accordance with the UCCUCC and any other personal property security legislation in the appropriate state(s) or province(s), (B) with regard to registered Investment Property, execute and cause the Securities Intermediary with respect to such Investment Property to execute a securities control agreement in form and substance satisfactory to the Agent, (C) with regard to Copyrights, a Notice of Grant of Security Interest in Copyrights for filing with the United States Copyright Office substantially in the form of Exhibit 5(f)(i) 7(f)-1 attached hereto, and (CD) with regard to registered PatentsPatents and Trademarks, a Notice of Grant of Security Interest in Patents for filing with the United States Patent and Trademark Office in the form of Exhibit 5(f)(ii) attached hereto and (D) with regard to registered Trademarks, a Notice of Grant of Security Interest in Trademarks for filing with the United States Patent and Trademark Office substantially in the form of Exhibit 5(f)(iii) 7(f)-2 attached hereto, (ii) to consummate the transactions contemplated hereby and (iii) to otherwise protect and assure the Agent of its rights and interests hereunder. To that end, each Grantor Credit Party agrees that the Agent may file one or more financing statements (with collateral descriptions broader and/or less specific than the description of the Collateral contained herein) disclosing the Agent’s 's security interest in any or all of the Collateral of such Grantor without Credit Party without, to the extent permitted by law, such Grantor’s Credit Party's signature thereon, and further each Grantor Credit Party also hereby irrevocably makes, constitutes and appoints the Agent, its nominee or any other Person whom the Agent may designate, as such Grantor’s attorney-in-Credit Party's attorney in fact with full power and for the limited purpose to sign in the name of such Grantor Credit Party any such financing statements (including renewal statements), or amendments and supplementssupplements to financing statements, renewal financing statements, notices or any similar documents that which in the Agent’s 's reasonable discretion would be necessary, appropriate or convenient in order to perfect and maintain perfection of the security interests granted hereunder, such power, being coupled with an interest, being and remaining irrevocable so long as the Secured Obligations remain unpaid and until the commitments relating thereto shall have been terminatedCredit Party Obligations are Fully Satisfied. Each Grantor Credit Party hereby agrees that a carbon, photographic or other reproduction of this Security Agreement or any such financing statement is sufficient for filing as a financing statement by the Agent without notice thereof to such Grantor Credit Party wherever the Agent may in its sole discretion desire to file the same. In the event for any reason the law of any jurisdiction other than the applicable jurisdiction as of the Closing Date New York becomes or is applicable to the Collateral of any Grantor Credit Party or any part thereof, or to any of the Secured Obligations, such Grantor Credit Party agrees to execute and deliver all such instruments and to do all such other things as the Agent in its sole discretion reasonably deems necessary, necessary or appropriate or convenient to preserve, protect and enforce the security interests of the Agent under the law of such other jurisdiction (and, if a Grantor Credit Party shall fail to do so promptly upon the request of the Agent, then the Agent may execute any and all such requested documents on behalf of such Grantor Credit Party pursuant to the power of attorney granted hereinabove). If any Collateral is in the possession or control of a Grantor’s agents and the Agent so requests, such Grantor Each Credit Party agrees to notify such agents in writing of the Agent’s security interest therein and, upon the Agent’s request, instruct them to hold all such Collateral for the account of the holders of the Secured Obligations and subject to the Agent’s instructions. Each Grantor agrees to xxxx its mark xxx books and records to reflect the security interest of the Agent in the Collateral.

Perfection of Security Interest. Execute and deliver to the Collateral Agent such agreements, assignments or instruments (including affidavits, notices, reaffirmations and amendments and restatements of existing documents, as the Collateral Agent may reasonably request) and do all such other things as the Collateral Agent may reasonably deem necessary, necessary or appropriate or convenient (i) to assure to the Collateral Agent the effectiveness and priority of its security interests hereunder, including including, but not limited to, (A) such financing statements (including renewal statements), ) or amendments and thereof or supplements thereto or such other instruments as the Collateral Agent may from time to time reasonably request in order to perfect and maintain the security interests granted hereunder in accordance with the UCC, (B) with regard to registered CopyrightsCopyrights that would constitute Material Intellectual Property, a Notice of Grant of Security Interest in such Copyrights for filing with the United States Copyright Office in a form satisfactory to the form of Exhibit 5(f)(i) attached hereto, Collateral Agent (C) with regard to registered PatentsPatents that would constitute Material Intellectual Property, a Notice of Grant of Security Interest in such Patents for filing with the United States Patent and Trademark Office in a form 10 satisfactory to the form of Exhibit 5(f)(ii) attached hereto Collateral Agent, and (D) with regard to registered TrademarksTrademarks that would constitute Material Intellectual Property, a Notice of Grant of Security Interest in such Trademarks for filing with the United States Patent and Trademark Office in a form satisfactory to the form of Exhibit 5(f)(iii) attached hereto, Collateral Agent (ii) to consummate the transactions contemplated hereby and (iii) to otherwise protect and assure the Collateral Agent of its rights and interests hereunder. To that end, each Grantor Obligor agrees that the Collateral Agent may file one or more financing statements (with collateral descriptions broader and/or less specific than the description of disclosing the Collateral contained herein) disclosing the Agent’s 's security interest in any or all of the Collateral of such Grantor without Obligor without, to the extent permitted by law, such Grantor’s Obligor's signature thereon; provided that the Collateral Agent will provide a notice to the appropriate Obligor of any of the foregoing within 10 days of the execution, delivery and further filing, if any, thereof and will promptly thereafter provide copies of any of the foregoing executed and delivered by the Collateral Agent, including, if received by the Collateral Agent, acknowledgment copies of any financing statements as filed. Furthermore, each Grantor also Obligor hereby irrevocably makes, constitutes and appoints the Collateral Agent, its nominee or any other Person person whom the Collateral Agent may designate, as such Grantor’s attorney-in-Obligor's attorney in fact with full power and for the limited purpose to sign in the name of such Grantor Obligor any such financing statements (including renewal statements), or amendments and supplementssupplements to financing statements, renewal financing statements, notices or any similar documents that which in the Collateral Agent’s 's reasonable discretion would be necessary, necessary or appropriate or convenient in order to perfect and maintain perfection of the security interests granted hereunder, such power, being . The power of attorney granted hereunder is coupled with an interest, being interest and remaining is and shall remain irrevocable so long as the Secured Obligations Credit Agreement is in effect (other than any obligations with respect to the indemnities and the representations and warranties set forth in the Credit Documents which shall survive the termination of the Credit Documents) or any amounts payable thereunder, under any other Credit Document or Hedging Agreement, or under any Letter of Credit shall remain unpaid outstanding, and until all of the commitments relating thereto Commitments thereunder shall have been terminated. Each Grantor Obligor hereby agrees that a carbon, photographic or other reproduction of this Security Agreement or any such financing statement is sufficient for filing as a financing statement by the Collateral Agent without notice thereof to such Grantor Obligor wherever the Collateral Agent may in its sole discretion desire to file the same. In the event for any reason the law of any jurisdiction other than the applicable jurisdiction as of the Closing Date New York becomes or is applicable to the Collateral of any Grantor Obligor or any part thereof, or to any of the Secured Obligations, such Grantor Obligor agrees to execute and deliver all such instruments and to do all such other things as the Collateral Agent in its sole discretion reasonably deems necessary, necessary or appropriate or convenient to preserve, protect and enforce the security interests of the Collateral Agent under the law of such other jurisdiction (and, if a Grantor an Obligor shall fail to do so promptly upon the request of the Collateral Agent, then the Collateral Agent may execute any and all such requested documents on behalf of such Grantor Obligor pursuant to the power of attorney granted hereinabove). If any Collateral is in the possession or control of a Grantor’s an Obligor's agents and the Collateral Agent so requests, such Grantor Obligor agrees to notify such agents in writing of the Collateral Agent’s 's security interest therein and, upon occurrence and continuance of an Event of Default, upon the Collateral Agent’s 's request, instruct them to hold all such Collateral for the Lenders' account of the holders of the Secured Obligations and subject to the Collateral Agent’s 's instructions. Each Grantor agrees to xxxx its books and records to reflect the security interest of the Agent in the Collateral.

Perfection of Security Interest. Execute Such Obligor hereby authorizes the Agent to prepare and file such financing statements (including renewal statements and in lieu statements) or amendments thereof or supplements thereto or other instruments as the Agent may from time to time deem necessary or appropriate to perfect and maintain the security interests granted hereunder in accordance with the UCC and, subject to Permitted Liens, to ensure the first priority of such security interests. Any financing statement filed by the Agent may contain a general description of the collateral covered thereby, as permitted by the UCC, which states that the security interest attaches to all personal property or to all assets of the debtor. Such Obligor shall from time to time upon request by the Agent also execute and deliver to the Agent such agreements, assignments or instruments (including affidavits, notices, reaffirmations and amendments and restatements of existing documents, as the Agent may reasonably request) and do all such other things as the Agent may reasonably deem necessary, necessary or appropriate or convenient (i) to assure to the Agent the effectiveness and priority of that its security interests hereunderhereunder are perfected and, including subject to Permitted Liens, of the first priority, including, without limitation, (A) such financing statements (including renewal statements and in lieu statements), ) or amendments and thereof or supplements thereto or such other instruments as the Agent may from time to time reasonably request in order to perfect and maintain the security interests granted hereunder and to ensure the first priority (subject to Permitted Liens) thereof in accordance with the UCC, (B) with regard to registered any Pledged Copyrights, a Notice of Grant of Security Interest in Copyrights for filing with the United States Copyright Office in the form of Exhibit Schedule 5(f)(i) attached hereto, (C) with regard to registered any Pledged Patents, a Notice of Grant of Security Interest in Patents for filing with the United States Patent and Trademark Office in the form of Exhibit Schedule 5(f)(ii) attached hereto and (D) with regard to registered any Pledged Trademarks, a Notice of Grant of Security Interest in Trademarks for filing with the United States Patent and Trademark Office in the form of Exhibit Schedule 5(f)(iii) attached hereto, (ii) to consummate the transactions contemplated hereby and (iii) to otherwise protect and assure the Agent of its rights and interests hereunder. To that end, each Grantor agrees that the Agent may file one or more financing statements (with collateral descriptions broader and/or less specific than the description of the Collateral contained herein) disclosing the Agent’s security interest in any or all of the Collateral of such Grantor without such Grantor’s signature thereon, and further each Grantor also Each Obligor hereby irrevocably makes, constitutes authorizes and appoints the Agent, its nominee or any other Person whom the Agent may designate, as such GrantorObligor’s attorney-in-fact with full power fact, at such Obligor’s cost and for the limited purpose expense, to sign in the name of such Grantor file, record and register any such financing statements (including renewal statements), amendments and supplements, notices or any similar documents that in the Agent’s reasonable discretion would be necessary, appropriate or convenient in order to perfect and maintain perfection all of the Lenders’ security interests granted hereunder, such power, being coupled interest in Pledged Intellectual Property of the Obligors with an interest, being the United States Patent and remaining irrevocable so long as Trademark Office or the Secured Obligations remain unpaid and until the commitments relating thereto shall have been terminated. Each Grantor hereby agrees that a carbon, photographic or other reproduction of this Security Agreement or any such financing statement is sufficient for filing as a financing statement by the Agent without notice thereof to such Grantor wherever the Agent may in its sole discretion desire to file the sameUnited States Copyright Office. In the event for any reason the law of any jurisdiction other than the applicable jurisdiction as of the Closing Date New York becomes or is applicable to the Collateral of any Grantor Obligor or any part thereof, or to any of the Secured Obligations, such Grantor Obligor agrees from time to time upon request of the Agent to execute and deliver all such instruments and to do all such other things as the Agent in its sole reasonable discretion reasonably deems necessary, necessary or appropriate or convenient to preserve, protect and enforce the security interests of the Agent and the first priority thereof (subject to Permitted Liens) under the law of such other jurisdiction (and, if a Grantor such Obligor shall fail to do so promptly upon the request of the Agent, then the Agent may execute any and all such requested documents on behalf of such Grantor Obligor pursuant to the power of attorney granted hereinabove). If any Collateral is in the possession or control of a Grantor’s agents and the Agent so requests, such Grantor agrees to notify such agents in writing of the Agent’s security interest therein and, upon the Agent’s request, instruct them to hold all such Collateral for the account of the holders of the Secured Obligations and subject to the Agent’s instructions. Each Grantor Such Obligor agrees to xxxx its books and records to reflect the security interest of the Agent in the Collateral.

Perfection of Security Interest. Execute and deliver to the Administrative Agent such agreements, assignments or instruments (including affidavits, notices, reaffirmations and amendments and restatements of existing documents, as the Administrative Agent may reasonably request) and do all such other things as the Administrative Agent may reasonably deem necessary, appropriate or convenient (i) to assure to the Administrative Agent the effectiveness effectiveness, perfection and priority of its security interests in the Collateral hereunder, including (A) such financing statements (including renewal statements), amendments and supplements or such other instruments as the Administrative Agent may from time to time reasonably request in order to perfect and maintain the security interests granted hereunder in accordance with the UCC, (B) with regard to registered Copyrights, a Notice of Grant of Security Interest in Copyrights for filing with the United States Copyright Office in the form of Exhibit 5(f)(i) attached hereto5(c)(i)(B), (C) with regard to registered Patents, a Notice of Grant of Security Interest in Patents for filing with the United States Patent and Trademark Office in the form of Exhibit 5(f)(ii5(c)(i)(C) attached hereto and (D) with regard to Trademarks registered Trademarkswith the United States Patent and Trademark Office and all applications for Trademarks filed with the United States Patent and Trademark Office, a Notice of Grant of Security Interest in Trademarks for filing with the United States Patent and Trademark Office in the form of Exhibit 5(f)(iii) attached hereto5(c)(i)(D), (ii) to consummate the transactions contemplated hereby and (iii) to otherwise protect and assure the Administrative Agent of its rights and interests hereunder. To that end, each and, in furtherance of the foregoing, such Grantor agrees that hereby (1) authorizes the Administrative Agent may to file one or more financing statements (with collateral descriptions broader broader, including “all assets” and/or less specific than the description of the Collateral contained herein“all personal property” collateral descriptions) disclosing the Administrative Agent’s security interest in any or all of the Collateral of such Grantor without such Grantor’s signature thereon, and further each Grantor also hereby (2) irrevocably makes, constitutes and appoints the Administrative Agent, its nominee or any other Person whom the Administrative Agent may designate, as such Grantor’s attorney-in-fact with full power and for the limited purpose to sign in the name of such Grantor any such financing statements (including renewal statements), amendments and supplements, notices or any similar documents that in the Administrative Agent’s reasonable discretion would be necessary, appropriate or convenient in order to perfect and maintain perfection of the security interests granted hereunder, such power, being coupled with an interest, being and remaining irrevocable so long as any Lender shall have any Commitment under the Secured Obligations Credit Agreement, and so long as any Loan or other Obligation under the Credit Agreement shall remain unpaid or unsatisfied (other than contingent indemnification obligations for which no claim has been asserted), and until the commitments relating thereto shall have been terminated. Each Grantor hereby (3) agrees that a carbon, photographic or other reproduction of this Security Agreement or any such financing statement is sufficient for filing as a financing statement by the Administrative Agent without notice thereof to such Grantor wherever the Administrative Agent may in its sole discretion desire to file the same. In the event for any reason the law of any jurisdiction other than the applicable jurisdiction as of the Closing Date New York becomes or is applicable to the Collateral of any Grantor or any part thereof, or to any of the Secured Obligations, such Grantor agrees to execute and deliver all such instruments and to do all such other things as the Administrative Agent in its sole discretion reasonably deems necessary, appropriate or convenient to preserve, protect and enforce the security interests of the Administrative Agent under the law of such other jurisdiction (and, if a Grantor shall fail to do so promptly upon the request of the Administrative Agent, then the Administrative Agent may execute any and all such requested documents on behalf of such Grantor pursuant to the power of attorney granted hereinabove). If any Collateral is in the possession or control of a Grantor’s agents and the Administrative Agent so requests, such Grantor agrees to notify such agents in writing of the Administrative Agent’s security interest therein and, upon the Administrative Agent’s reasonable request, instruct them to hold all such Collateral for the account of the holders of the Secured Obligations and Parties, subject to the Administrative Agent’s instructions. Each Upon the request of the Administrative Agent, each Grantor agrees to xxxx its books and records to reflect the security interest of the Administrative Agent in the Collateral.

Perfection of Security Interest. Execute The Borrower represents that this ------------------------------- Agreement creates a valid security interest in the Collateral securing payment and performance of the Secured Obligations and that all filings and other action necessary to perfect such security interest have been taken or shall be promptly taken. The Borrower agrees to execute and deliver to the Agent such agreements, further agreements and assignments or other instruments (including affidavits, notices, reaffirmations and amendments and restatements of existing documents, as the Agent may reasonably request) and to do all such other things as the Agent may reasonably deem necessary, necessary or appropriate or convenient (i) to assure to the Agent the effectiveness and priority of its security interests interest hereunder, including (A) such financing statements (including renewal statements), statements or amendments and thereof or supplements thereto or such other instruments as the Agent may from time to time reasonably request in order to perfect and maintain the security interests interest granted hereunder in accordance with the UCC, (B) with regard to registered Copyrights, a Notice of Grant of Security Interest in Copyrights for filing with the United States Copyright Office Uniform Commercial Code as enacted in the form State of Exhibit 5(f)(iNorth Carolina on the date hereof and any successor statute(s) attached hereto, thereto (C) with regard to registered Patents, a Notice of Grant of Security Interest in Patents for filing with the United States Patent and Trademark Office in the form of Exhibit 5(f)(ii) attached hereto and (D) with regard to registered Trademarks, a Notice of Grant of Security Interest in Trademarks for filing with the United States Patent and Trademark Office in the form of Exhibit 5(f)(iii) attached hereto, (ii"Code") to consummate the ---- transactions contemplated hereby and (iii) to otherwise protect and assure the Agent of its rights and interests hereunder. To that end, each Grantor Borrower agrees that the Agent may file one or more financing statements (with collateral descriptions broader and/or less specific than the description of the Collateral contained herein) disclosing the Agent’s its security interest in any or all of the Collateral of such Grantor without such Grantor’s the Borrower's signature thereon, and further each Grantor the Borrower also hereby irrevocably makes, constitutes and appoints the Agent, its nominee or any other Person person whom the Agent may designate, as such Grantor’s attorney-in-the Borrower's attorney in fact with full power and for the limited purpose to sign in the name of such Grantor the Borrower any such financing statements (including renewal statements), or amendments and supplementssupplements to financing statements, renewal financing statements, notices or any similar documents that which in the Agent’s 's reasonable discretion would be necessary, appropriate or convenient in order to perfect and maintain perfection of the security interests granted hereunder, such power, being coupled with an interest, being and remaining irrevocable so long as any of the Secured Obligations remain unpaid and until the any commitments relating thereto shall have been terminatedremain outstanding. Each Grantor The Borrower hereby agrees that a carbon, photographic or other reproduction of this Security Agreement or any such financing statement is sufficient for filing as a financing statement by the Agent without notice thereof to such Grantor the Borrower wherever the Agent may in its sole discretion desire to file the same. In the event for any reason the law of any jurisdiction other than the applicable jurisdiction as of the Closing Date North Carolina becomes or is applicable to the Collateral of any Grantor or any part thereof, ; or to any of the Secured Obligations, such Grantor the Borrower agrees to execute and deliver all such instruments and to do all such other things as the Agent in its sole discretion reasonably deems necessary, necessary or appropriate or convenient to preserve, protect and enforce the security interests interest of the Agent under the law of such other jurisdiction (and, if a Grantor the Borrower shall fail to do so promptly upon the request of the Agent, then the Agent may execute any and all such requested documents on behalf of such Grantor the Borrower pursuant to the power of attorney granted hereinabove). If any Collateral is in the possession or control of a Grantor’s any of the Borrower's agents and the Agent so requests, such Grantor the Borrower agrees to notify such agents in writing of the Agent’s 's security interest therein and, upon the Agent’s 's request, instruct them to hold all such Collateral for the Agent's account of the holders of the Secured Obligations and subject to the Agent’s 's instructions. Each Grantor agrees The Borrower agrees, upon request, to xxxx its books and records to reflect the security interest of the Agent in the Collateral.

Perfection of Security Interest. Execute and deliver to the Collateral Agent such agreements, assignments or instruments (including affidavits, notices, reaffirmations and amendments and restatements of existing documents, as the Collateral Agent may reasonably request) and do all such other things as the Collateral Agent may reasonably deem necessary, appropriate or convenient (i) to assure to the Collateral Agent the effectiveness effectiveness, perfection and priority of its security interests hereunder, including (A) such financing statements (including renewal statements), amendments and supplements or such other instruments as the Collateral Agent may from time to time reasonably request in order to perfect and maintain the security interests granted hereunder in accordance with the UCC, (B) with regard to Copyrights registered Copyrightsin the United States, a Notice of Grant of Security Interest in Copyrights for filing with the United States Copyright Office in the form of Exhibit 5(f)(iSchedule 5(d)(i) attached hereto, (C) with regard to Patents registered Patentsin the United States, a Notice of Grant of Security Interest in Patents for filing with the United States Patent and Trademark Office in the form of Exhibit 5(f)(iiSchedule 5(d)(ii) attached hereto and (D) with regard to Trademarks registered Trademarkswith the United States Patent and Trademark Office and all applications for Trademarks filed with the United States Patent and Trademark Office, a Notice of Grant of Security Interest in Trademarks for filing with the United States Patent and Trademark Office in the form of Exhibit 5(f)(iiiSchedule 5(d)(iii) attached hereto, (ii) to consummate the transactions contemplated hereby and (iii) to otherwise protect and assure the Collateral Agent of its rights and interests hereunder. To that end, each Grantor agrees that authorizes the Collateral Agent may to file one or more financing statements (with collateral descriptions broader broader, including without limitation “all assets” and/or “all personal property” collateral descriptions, and/or less specific than the description of the Collateral contained herein) disclosing the Collateral Agent’s security interest in any or all of the Collateral of such Grantor without such Grantor’s signature thereonthereon (provided that no such description shall be deemed to modify the description of Collateral in Section 2), and further each Grantor also hereby irrevocably makes, constitutes and appoints the Collateral Agent, its nominee or any other Person whom the Collateral Agent may designate, as such Grantor’s attorney-in-fact with full power and for the limited purpose to sign in the name of such Grantor any such financing statements (including renewal statements), amendments and supplements, notices or any similar documents that in the Collateral Agent’s reasonable sole discretion would be necessary, appropriate or convenient in order to perfect and maintain perfection of the security interests granted hereunder, such power, being coupled with an interest, being and remaining irrevocable so long as the Secured Obligations remain unpaid and until the commitments relating thereto shall have been terminated. Each Grantor hereby agrees that a carbon, photographic or other reproduction of this Domestic Security Agreement or any such financing statement is sufficient for filing as a financing statement by the Collateral Agent without notice thereof to such Grantor wherever the Collateral Agent may in its sole discretion desire to file the same. In the event for any reason the law of any jurisdiction other than the applicable jurisdiction as of the Closing Date New York becomes or is applicable to the Collateral of any Grantor or any part thereof, or to any of the Secured Obligations, such Grantor agrees to execute and deliver all such instruments and to do all such other things as the Collateral Agent in its sole discretion reasonably deems necessary, appropriate or convenient to preserve, protect and enforce the security interests of the Collateral Agent under the law of such other jurisdiction (and, if a Grantor shall fail to do so promptly upon the request of the Collateral Agent, then the Collateral Agent may execute any and all such requested documents on behalf of such Grantor pursuant to the power of attorney granted hereinabove). If any Collateral is in the possession or control of a Grantor’s agents and the Collateral Agent so requests, such Grantor agrees to notify such agents in writing of the Collateral Agent’s security interest therein and, upon the Collateral Agent’s request, instruct them to hold all such Collateral for the account of the holders of the Secured Obligations and Obligations, subject to the Collateral Agent’s instructions. Each Grantor agrees to xxxx its books and records to reflect the security interest of the Collateral Agent in the Collateral.

Perfection of Security Interest. Execute and deliver to the Administrative Agent such agreements, assignments or instruments (including affidavits, notices, reaffirmations and amendments and restatements of existing documents, as the Administrative Agent may reasonably request) and do all such other things as the Administrative Agent may reasonably deem necessary, appropriate or convenient (i) to assure to the Administrative Agent the effectiveness effectiveness, perfection and priority of its security interests in the Collateral hereunder, including (A) such financing statements (including renewal statements), amendments and supplements or such other instruments as the Administrative Agent may from time to time reasonably request in order to perfect and maintain the security interests granted hereunder in accordance with the UCC, (B) with regard to registered Copyrights, a Notice of Grant of Security Interest in Copyrights for filing with the United States Copyright Office in the form of Exhibit 5(f)(i5(c)(i)(B) attached hereto, (C) with regard to registered Patents, a Notice of Grant of Security Interest in Patents for filing with the United States Patent and Trademark Office in the form of Exhibit 5(f)(ii5(c)(i)(C) attached hereto and (D) with regard to Trademarks registered Trademarkswith the United States Patent and Trademark Office and all applications for Trademarks filed with the United States Patent and Trademark Office, a Notice of Grant of Security Interest in Trademarks for filing with the United States Patent and Trademark Office in the form of Exhibit 5(f)(iii5(c)(i)(D) attached hereto, (ii) to consummate the transactions contemplated hereby and (iii) to otherwise protect and assure the Administrative Agent of its rights and interests hereunder. To that end, each and, in furtherance of the foregoing, such Grantor agrees that hereby (1) authorizes the Administrative Agent may to file one or more financing statements (with collateral descriptions broader and/or less specific than the description of including authorization to describe the Collateral contained hereinas “all assets” or words of similar meaning) disclosing the Administrative Agent’s security interest in any or all of the Collateral of such Grantor without such Grantor’s signature thereon, and further each Grantor also hereby (2) irrevocably makes, constitutes and appoints the Administrative Agent, its nominee or any other Person whom the Administrative Agent may designate, as such Grantor’s attorney-in-fact with full power and for the limited purpose to sign in the name of such Grantor any such financing statements (including renewal statements), amendments and supplements, notices or any similar documents that in the Administrative Agent’s reasonable discretion would be necessary, appropriate or convenient in order to perfect and maintain perfection of the security interests granted hereunder, such power, being coupled with an interest, being and remaining irrevocable so long as any Lender shall have any Commitment under the Secured Obligations Credit Agreement, and so long as any Loan or other Obligation under the Credit Agreement shall remain unpaid or unsatisfied (other than contingent indemnification obligations for which no claim has been asserted), and until the commitments relating thereto shall have been terminated. Each Grantor hereby (3) agrees that a carbon, photographic or other reproduction of this Security Agreement or any such financing statement is sufficient for filing as a financing statement by the Administrative Agent without notice thereof to such Grantor wherever the Administrative Agent may in its sole discretion desire to file the same. In the event for any reason the law of any jurisdiction other than the applicable jurisdiction as of the Closing Date New York becomes or is applicable to the Collateral of any Grantor or any part thereof, or to any of the Secured Obligations, such Grantor agrees to execute and deliver all such instruments and to do all such other things as the Administrative Agent in its sole discretion reasonably deems necessary, appropriate or convenient to preserve, protect and enforce the security interests of the Administrative Agent under the law of such other jurisdiction (and, if a Grantor shall fail to do so promptly upon the request of the Administrative Agent, then the Administrative Agent may execute any and all such requested documents on behalf of such Grantor pursuant to the power of attorney granted hereinabove). If any Collateral is in the possession or control of a Grantor’s agents (other than contract manufacturers and other service providers in the ordinary course of business) and the Administrative Agent so requests, such Grantor agrees to notify such agents in writing of the Administrative Agent’s security interest therein and, upon the Administrative Agent’s reasonable request, instruct them to hold all such Collateral for the account of the holders of the Secured Obligations and Parties, subject to the Administrative Agent’s instructions. Each Upon the request of the Administrative Agent, each Grantor agrees to xxxx its books and records to reflect the security interest of the Administrative Agent in the Collateral.

Perfection of Security Interest. Execute and deliver to the Agent such agreements, assignments or instruments (including affidavits, notices, reaffirmations and amendments and restatements of existing documents, as the Agent may reasonably request) and do all such other things as the Agent may reasonably deem necessary, necessary or appropriate or convenient (i) to assure to the Agent the effectiveness and priority of its security interests hereunder, including (A) such financing statements (including renewal statements), ) or amendments and thereof or supplements thereto or such other instruments as the Agent may from time to time reasonably request in order to perfect and maintain the security interests granted hereunder in accordance with the UCC, (B) with regard to registered Copyrights, a Notice of Grant of Security Interest in Copyrights for filing with the United States Copyright Office in the form of Exhibit 5(f)(i) attached heretoSchedule 5(d)(i), (C) with regard to registered Patents, a Notice of Grant of Security Interest in Patents for filing with the United States Patent and Trademark Office in the form of Exhibit 5(f)(iiSchedule 5(d)(ii) attached hereto and (D) with regard to registered Trademarks, a Notice of Grant of Security Interest in Trademarks for filing with the United States Patent and Trademark Office in the form of Exhibit 5(f)(iiiSchedule 5(d)(iii) attached hereto, (ii) to consummate the transactions contemplated hereby and (iii) to otherwise protect and assure the Agent of its rights and interests hereunder. To that end, each Grantor Obligor agrees that the Agent may file one or more financing statements (with collateral descriptions broader and/or less specific than the description of the Collateral contained herein) disclosing the Agent’s 's security interest in any or all of the Collateral of such Grantor without Obligor without, to the extent permitted by law, such Grantor’s Obligor's signature thereon, and further each Grantor Obligor also hereby irrevocably makes, constitutes and appoints the Agent, its nominee or any other Person whom the Agent may designate, as such Grantor’s attorney-in-Obligor's attorney in fact with full power and for the limited purpose to sign in the name of such Grantor Obligor any such financing statements (including renewal statements), or amendments and supplementssupplements to financing statements, renewal financing statements, notices or any similar documents that which in the Agent’s 's reasonable discretion would be necessary, necessary or appropriate or convenient in order to perfect and maintain perfection of the security interests granted hereunder, such power, being coupled with an interest, being and remaining irrevocable so long as the Secured Obligations Credit Agreement is in effect or any amounts payable thereunder or under any other Credit Document, any Letter of Credit or any Hedging Agreement shall remain unpaid outstanding, and until all of the commitments relating thereto Commitments thereunder shall have been terminated. Each Grantor Obligor hereby agrees that a carbon, photographic or other reproduction of this Security Agreement or any such financing statement is sufficient for filing as a financing statement by the Agent without notice thereof to such Grantor Obligor wherever the Agent may in its sole discretion desire to file the same. In the event for any reason the law of any jurisdiction other than the applicable jurisdiction as of the Closing Date New York becomes or is applicable to the Collateral of any Grantor Obligor or any part thereof, or to any of the Secured Obligations, such Grantor Obligor agrees to execute and deliver all such instruments and to do all such other things as the Agent in its sole discretion reasonably deems necessary, necessary or appropriate or convenient to preserve, protect and enforce the security interests of the Agent under the law of such other jurisdiction (and, if a Grantor an Obligor shall fail to do so promptly upon the request of the Agent, then the Agent may execute any and all such requested documents on behalf of such Grantor Obligor pursuant to the power of attorney granted hereinabove). If any Collateral is in the possession or control of a Grantor’s an Obligor's agents and the Agent so requests, such Grantor Obligor agrees to notify such agents in writing of the Agent’s 's security interest therein and, upon the Agent’s 's request, instruct them to hold all such Collateral for the Lenders' account of the holders of the Secured Obligations and subject to the Agent’s 's instructions. Each Grantor Obligor agrees to xxxx its books and records to reflect the security interest of the Agent in the Collateral.

Perfection of Security Interest. Execute and deliver to the Administrative Agent such agreements, assignments or instruments (including affidavits, notices, reaffirmations and amendments and restatements of existing documents, as the Administrative Agent may reasonably request) and do all such other things as the Administrative Agent may reasonably deem necessary, appropriate or convenient (i) to assure to the Administrative Agent the effectiveness and priority of its security interests hereunder, including (A) such financing statements (including renewal statements), amendments and supplements or such other instruments as the Administrative Agent may from time to time reasonably request in order to perfect and maintain the security interests granted hereunder in accordance with the UCC, (B) [Reserved], (C) with regard to registered Copyrights, a Notice of Grant of Security Interest in Copyrights for filing with the United States Copyright Office in the form of Exhibit Schedule 5(f)(i) attached hereto, (CD) with regard to registered Patents, a Notice of Grant of Security Interest in Patents for filing with the United States Patent and Trademark Office in the form of Exhibit Schedule 5(f)(ii) attached hereto and (DE) with regard to registered Trademarks, a Notice of Grant of Security Interest in Trademarks for filing with the United States Patent and Trademark Office in the form of Exhibit Schedule 5(f)(iii) attached hereto, (ii) to consummate the transactions contemplated hereby and (iii) to otherwise protect and assure the Administrative Agent of its rights and interests hereunder. To that end, each Grantor agrees that authorizes the Administrative Agent may to file one or more financing statements (with collateral descriptions broader and/or less specific than the description of the Collateral contained herein, such as “all assets” or “all personal property”) disclosing the Administrative Agent’s security interest in any or all of the Collateral of such Grantor without such Grantor’s signature thereon, and further each Grantor also hereby irrevocably makes, constitutes and appoints the Administrative Agent, its nominee or any other Person whom the Administrative Agent may designate, as such Grantor’s attorney-in-fact with full power and for the limited purpose after the occurrence and during the continuation of an Event of Default, subject to the terms of the Intercreditor Agreement, to sign in the name of such Grantor any such financing statements (including renewal statements), amendments and supplements, notices or any similar documents that in the Administrative Agent’s reasonable discretion would be necessary, appropriate or convenient in order to perfect and maintain perfection of the security interests granted hereunder, such power, being coupled with an interest, being and remaining irrevocable so long as the Secured Obligations remain unpaid and until the commitments relating thereto shall Commitments have been terminated. Each Grantor hereby agrees that a carbon, photographic or other reproduction of this Security Agreement or any such financing statement is sufficient for filing as a financing statement by the Agent without notice thereof to such Grantor wherever the Agent may in its sole discretion desire to file the same. In the event for any reason the law of any jurisdiction other than the applicable jurisdiction as of the Closing Date New York becomes or is applicable to the Collateral of any Grantor or any part thereof, or to any of the Secured Obligations, such Grantor agrees to execute and deliver all such instruments and to do all such other things as the Administrative Agent in its sole discretion reasonably deems necessary, appropriate or convenient to preserve, protect and enforce the security interests of the Administrative Agent under the law of such other jurisdiction (and, if a Grantor shall fail to do so promptly upon the reasonable request of the Administrative Agent, then the Administrative Agent may execute any and all such reasonably requested documents on behalf of such Grantor pursuant to the power of attorney granted hereinabove). If any Collateral is in the possession or control of a Grantor’s agents and the Administrative Agent so reasonably requests, such Grantor agrees to notify such agents in writing of the Administrative Agent’s security interest therein and, upon the Administrative Agent’s reasonable request, instruct them to hold all such Collateral for the account of the holders of the Secured Obligations and subject to the Administrative Agent’s instructions. Each Grantor agrees to xxxx maintain its books and records to reflect the security interest of the Administrative Agent in the Collateral.

Perfection of Security Interest. Execute and deliver to the Agent such agreements, assignments or instruments (including affidavits, notices, reaffirmations and amendments and restatements of existing documents, as the Agent may reasonably request) and do all such other things as the Agent may reasonably deem necessary, necessary or appropriate or convenient (i) to assure to the Agent the effectiveness and priority of its security interests hereunder, including (A) such financing statements (including renewal statements), ) or amendments and thereof or supplements thereto or such other instruments as the Agent may from time to time reasonably request in order to perfect and maintain the security interests granted hereunder in accordance with the UCC, (B) with regard to registered Copyrights, a Notice of Grant of Security Interest in Copyrights for filing with the United States Copyright Office in the form of Exhibit SCHEDULE 5(f)(i) attached heretoATTACHED HERETO, (C) with regard to registered Patents, a Notice of Grant of Security Interest in Patents for filing with the United States Patent and Trademark Office in the form of Exhibit SCHEDULE 5(f)(ii) attached hereto and (D) with regard to registered Trademarks, a Notice of Grant of Security Interest in Trademarks for filing with the United States Patent and Trademark Office in the form of Exhibit SCHEDULE 5(f)(iii) attached hereto, (ii) to consummate the transactions contemplated hereby and (iii) to otherwise protect and assure the Agent of its rights and interests hereunder. To that end, each Grantor Obligor agrees that the Agent may file one or more financing statements (with collateral descriptions broader and/or less specific than the description of the Collateral contained herein) disclosing the Agent’s 's security interest in any or all of the Collateral of such Grantor without Obligor without, to the extent permitted by law, such Grantor’s Obligor's signature thereon, and further each Grantor Obligor also hereby irrevocably makes, constitutes and appoints the Agent, its nominee or any other Person person whom the Agent may designate, as such Grantor’s attorney-in-Obligor's attorney in fact with full power and for the limited purpose to sign in the name of such Grantor Obligor any such financing statements (including renewal statements), or amendments and supplementssupplements to financing statements, renewal financing statements, notices or any similar documents that which in the Agent’s 's reasonable discretion would be necessary, appropriate or convenient in order to perfect and maintain perfection of the security interests granted hereunder, such power, being coupled with an interest, being and remaining irrevocable so long as the Secured Obligations Credit Agreement is in effect or any amounts payable thereunder or under any other Credit Document, any Letter of Credit or any Hedging Agreement shall remain unpaid outstanding, and until all of the commitments relating thereto Commitments thereunder shall have been terminated. Each Grantor Obligor hereby agrees that a carbon, photographic or other reproduction of this Security Agreement or any such financing statement is sufficient for filing as a financing statement by the Agent without notice thereof to such Grantor Obligor wherever the Agent may in its sole discretion desire to file the same. In the event for any reason the law of any jurisdiction other than the applicable jurisdiction as of the Closing Date North Carolina becomes or is applicable to the Collateral of any Grantor Obligor or any part thereof, or to any of the Secured Obligations, such Grantor Obligor agrees to execute and deliver all such instruments and to do all such other things as the Agent in its sole discretion reasonably deems necessary, necessary or appropriate or convenient to preserve, protect and enforce the security interests of the Agent under the law of such other jurisdiction (and, if a Grantor an Obligor shall fail to do so promptly upon the request of the Agent, then the Agent may execute any and all such requested documents on behalf of such Grantor Obligor pursuant to the power of attorney granted hereinabove). If any Collateral is in the possession or control of a Grantor’s an Obligor's agents and the Agent so requests, such Grantor Obligor agrees to notify such agents in writing of the Agent’s 's security interest therein and, upon the Agent’s 's request, instruct them to hold all such Collateral for the Lenders' account of the holders of the Secured Obligations and subject to the Agent’s 's instructions. Each Grantor Obligor agrees to xxxx its mark xxx books and records to reflect the security interest of the Agent in the Collateral.

Perfection of Security Interest. Execute and deliver to the Collateral Agent such agreements, assignments or instruments (including affidavits, notices, reaffirmations and amendments and restatements of existing documents, as the Collateral Agent may reasonably request) and do all such other things as the Collateral Agent may reasonably deem necessary, appropriate or convenient (i) to assure to the Collateral Agent the effectiveness and priority of its security interests hereunder, including (A) filing or authorizing the Collateral Agent to file such financing statements (including renewal statements), amendments and supplements or such other instruments as the Collateral Agent may from time to time reasonably request in order to perfect and maintain the security interests granted hereunder in accordance with the UCC, (B) with regard to registered Copyrights, executing and delivering a Notice of Grant of Security Interest in Copyrights for filing with the United States Copyright Office in the form of Exhibit 5(f)(i5(g)(i) attached hereto, (C) with regard to registered Patents, executing and delivering a Notice of Grant of Security Interest in Patents for filing with the United States Patent and Trademark Office in the form of Exhibit 5(f)(ii5(g)(ii) attached hereto and (D) with regard to registered Trademarks, executing and delivering a Notice of Grant of Security Interest in Trademarks for filing with the United States Patent and Trademark Office in the form of Exhibit 5(f)(iii5(g)(iii) attached hereto, (ii) to consummate the transactions contemplated hereby and (iii) to otherwise protect and assure the Collateral Agent of its rights and interests hereunder. To that end, each Grantor agrees that hereby authorizes the Collateral Agent may to file one or more financing statements (with collateral descriptions that may be broader and/or less specific than the description of the Collateral contained hereinherein and which may describe the Collateral as “all personal property” or “all assets”) disclosing the Collateral Agent’s security interest in any or all of the Collateral of such Grantor without such Grantor’s signature thereon, and further each Grantor also hereby irrevocably makes, constitutes and appoints the Collateral Agent, its nominee or any other Person whom the Collateral Agent may designate, as such Grantor’s attorney-in-fact with full power and for the limited purpose to sign in the name of such Grantor any such financing statements (including renewal statements), amendments and supplements, notices or any similar documents that in the Collateral Agent’s reasonable discretion would be necessary, appropriate or convenient in order to perfect and maintain perfection of the security interests granted hereunder, such power, being coupled with an interest, being and remaining irrevocable so long as any of the Secured Obligations remain remains unpaid and until the commitments relating thereto shall have been terminated. Each Grantor hereby agrees that a carbon, photographic or other reproduction of this Security Agreement or any such financing statement is sufficient for filing as a financing statement by the Collateral Agent without notice thereof to such Grantor wherever the Collateral Agent may in its sole discretion desire to file the same. In the event for any reason the law of any jurisdiction other than the applicable jurisdiction as of the Closing Date becomes or is applicable to the Collateral of any Grantor or any part thereof, or to any of the Secured Obligations, such Grantor agrees to authorize or to execute and deliver all such instruments and to do all such other things as the Collateral Agent in its sole discretion reasonably deems necessary, appropriate or convenient to preserve, protect and enforce the security interests of the Collateral Agent under the law of such other jurisdiction (and, if a Grantor shall fail to do so promptly upon the request of the Collateral Agent, then the Collateral Agent may authorize or execute any and all such requested documents on behalf of such Grantor pursuant to the power of attorney granted hereinaboveherein). If any Collateral is in the possession or control of a Grantor’s agents and the Collateral Agent so requests, such Grantor agrees to notify such agents in writing of the Collateral Agent’s security interest therein and, upon the Collateral Agent’s request, instruct them to hold all such Collateral for the account of the Collateral Agent for the benefit of the holders of the Secured Obligations and subject to the Collateral Agent’s instructions. Each Grantor agrees to xxxx its books and records to reflect the security interest of the Collateral Agent in the Collateral.

Perfection of Security Interest. Execute and deliver to the Collateral Agent such agreements, assignments or instruments (including affidavits, notices, reaffirmations and amendments and restatements of existing documents, as the Collateral Agent may reasonably request) and do all such other things as the Collateral Agent may reasonably deem necessary, necessary or appropriate or convenient (i) to assure to the Collateral Agent the effectiveness and priority of its security interests hereunder, including including: (A) such financing statements (including renewal statements), ) or amendments and thereof or supplements thereto or such other instruments as the Collateral Agent may from time to time reasonably request in order to perfect and maintain the security interests granted hereunder in accordance with the UCC, (B) with regard to registered Copyrights, a Notice of Grant of Security Interest in Copyrights for filing with the United States Copyright Office in the form of Exhibit 5(f)(i) attached heretoSchedule 4.6(i), (C) with regard to registered Patents, a Notice of Grant of Security Interest in Patents for filing with the United States Patent and Trademark Office in the form of Exhibit 5(f)(iiSchedule 4.6(ii) attached hereto and (D) with regard to registered Trademarks, a Notice of Grant of Security Interest in Trademarks for filing with the United States Patent and Trademark Office in the form of Exhibit 5(f)(iiiSchedule 4.6(iii) attached hereto, (ii) to consummate the transactions contemplated hereby and (iii) to otherwise protect and assure the Collateral Agent of its rights and interests hereunder, including, without limitation: (A) if any Account, Contract, Chattel Paper, Instrument, General Intangible and each Patent License and Trademark License shall be evidenced by a promissory note or other instrument or chattel paper, delivering and pledging to the Collateral Agent hereunder, to the extent not required to be delivered and pledged under the Permitted Senior Debt, such note, instrument or chattel paper duly endorsed and accompanied by executed instruments of transfer or assignment, all in form and substance satisfactory to the Collateral Agent, (B) filing such financing or continuation statements, or amendments thereto, as may be necessary or desirable or that the Collateral Agent may request in order to perfect and preserve the security interest purported to be created hereby, and (C) furnishing to the Collateral Agent from time to time statements and schedules further identifying and describing the Collateral and such other reports in connection with the Collateral as the Collateral Agent may reasonably request, all in reasonable detail. To that end, each Grantor the Company agrees that the Collateral Agent may file one or more financing statements (with collateral descriptions broader and/or less specific than the description of disclosing the Collateral contained herein) disclosing the Agent’s 's security interest in any or all of the Collateral of such Grantor without such Grantor’s the Company without, to the extent permitted by law, the Company's signature thereon, and further each Grantor the Company also hereby irrevocably makes, constitutes and appoints the Collateral Agent, its nominee or any other Person person whom the Collateral Agent may designate, as such Grantor’s attorney-in-the Company's attorney in fact with full power and for the limited purpose to sign in the name of such Grantor the Company any such financing statements (including renewal statements), or amendments and supplementssupplements to financing statements, renewal financing statements, notices or any similar documents that which in the Collateral Agent’s 's reasonable discretion would be necessary, appropriate or convenient in order to perfect and maintain perfection of the security interests granted hereunder, such power, being coupled with an interest, being and remaining irrevocable so long as the Secured Obligations Securities Purchase Agreement and the Notes are in effect or any amounts payable thereunder or under any other Transaction Document shall remain unpaid and until the commitments relating thereto shall have been terminatedoutstanding. Each Grantor The Company hereby agrees that a carbon, photographic or other reproduction of this Security Agreement or any such financing statement is sufficient for filing as a financing statement by the Collateral Agent without notice thereof to such Grantor the Company wherever the Collateral Agent may in its sole discretion desire to file the same. In the event for any reason the law of any jurisdiction other than the applicable jurisdiction as State of the Closing Date New York becomes or is applicable to the Collateral of any Grantor the Company or any part thereof, or to any of the Secured Obligations, such Grantor the Company agrees to execute and deliver all such instruments and to do all such other things as the Collateral Agent in its sole discretion reasonably deems necessary, necessary or appropriate or convenient to preserve, protect and enforce the security interests of the Collateral Agent under the law of such other jurisdiction (and, if a Grantor the Company shall fail to do so promptly upon the request of the Collateral Agent, then the Collateral Agent may execute any and all such requested documents on behalf of such Grantor the Company pursuant to the power of attorney granted hereinabove). If any Collateral is in the possession or control of a Grantor’s agents the Company's agent and the Agent agent so requests, such Grantor the Company agrees to notify such agents agent in writing of the Agent’s agent's security interest therein and, upon the Agent’s agent's request, instruct them to hold all such Collateral for the Purchasers' account of the holders of the Secured Obligations and subject to the Collateral Agent’s 's instructions. Each Grantor The Company agrees to xxxx mxxx its books and records to reflect the security interest of the Collateral Agent in the Collateral.

Perfection of Security Interest. Execute Xxxx its books and records to reflect the security interest of the Administrative Agent in the Collateral. Each Obligor hereby authorizes the Administrative Agent to prepare and file such financing statements (including continuation statements) or amendments thereof or supplements thereto or other instruments as the Administrative Agent may from time to time deem necessary or appropriate in order to perfect and maintain the security interests granted hereunder in accordance with the UCC. To the extent permitted by applicable law, each Obligor hereby agrees that a carbon, photographic or other reproduction of this Security Agreement or any such financing statement is sufficient for filing as a financing statement by the Administrative Agent without notice thereof to such Obligor wherever the Administrative Agent may reasonably determine is appropriate. Each Obligor shall also execute and deliver to the Administrative Agent such agreements, assignments or instruments (including affidavits, notices, reaffirmations and amendments and restatements of existing documents, as the Administrative Agent may reasonably request) and do all such other things as the Administrative Agent may reasonably deem necessary, necessary or appropriate or convenient (i) to assure to the Administrative Agent the effectiveness and priority of its security interests hereunderhereunder are perfected, including (A) such financing statements (including renewal continuation statements), ) or amendments and thereof or supplements thereto or such other instruments as the Administrative Agent may from time to time reasonably request in order to perfect and maintain the security interests granted hereunder in accordance with the UCCUCC and any other personal property security legislation in the appropriate state(s) or province(s), (B) with regard to registered Copyrights, a Notice of Grant of Security Interest in Copyrights for filing with the United States Copyright Office in the form of Exhibit Schedule 5(f)(i) attached hereto, (C) with regard to registered Patents, a Notice of Grant of Security Interest in Patents for filing with the United States Patent and Trademark Office in the form of Exhibit Schedule 5(f)(ii) attached hereto and (D) with regard to registered Trademarks, a Notice of Grant of Security Interest in Trademarks for filing with the United States Patent and Trademark Office in the form of Exhibit Schedule 5(f)(iii) attached hereto, (ii) to consummate the transactions contemplated hereby and (iii) to otherwise protect and assure the Administrative Agent of its rights and interests hereunder. To that end, each Grantor agrees that the Agent may file one or more financing statements (with collateral descriptions broader and/or less specific than the description of the Collateral contained herein) disclosing the Agent’s security interest in any or all of the Collateral of such Grantor without such Grantor’s signature thereon, and further each Grantor also Obligor hereby irrevocably makes, constitutes and appoints the Administrative Agent, its nominee or any other Person person whom the Administrative Agent may designate, as such Grantor’s Obligor's attorney-in-fact with full power and for the limited purpose to sign in the name of such Grantor Obligor any such financing statements (including renewal statements), amendments and supplements, notices or any similar documents that which in the Administrative Agent’s 's reasonable discretion would be necessary, necessary or appropriate or convenient in order to perfect and maintain perfection of the security interests granted hereunder, such power, being coupled with an interest, being and remaining irrevocable so long as any of the Secured Obligations remain unpaid outstanding (other than any such obligations which by the terms thereof are stated to survive termination of the Credit Documents) or any Credit Document or Hedging Agreement (to the extent the obligations of such Obligor thereunder constitute Secured Obligations) is in effect, and until all of the commitments relating thereto Commitments shall have been terminated. Each Grantor hereby agrees that a carbon, photographic or other reproduction of this Security Agreement or any such financing statement is sufficient for filing as a financing statement by the Agent without notice thereof to such Grantor wherever the Agent may in its sole discretion desire to file the same. In the event for any reason the law of any jurisdiction other than the applicable jurisdiction as of the Closing Date New York becomes or is applicable to the Collateral of any Grantor Obligor or any part thereof, or to any of the Secured Obligations, such Grantor Obligor agrees to execute and deliver all such instruments and to do all such other things as the Administrative Agent in its sole reasonable discretion reasonably deems necessary, necessary or appropriate or convenient to preserve, protect and enforce the security interests of the Administrative Agent under the law of such other jurisdiction (and, if a Grantor an Obligor shall fail to do so promptly upon the request of the Administrative Agent, then the Administrative Agent may execute any and all such requested documents on behalf of such Grantor Obligor pursuant to the power of attorney granted hereinabove). If any Collateral is in the possession or control of a Grantor’s agents and the Agent so requests, such Grantor agrees to notify such agents in writing of the Agent’s security interest therein and, upon the Agent’s request, instruct them to hold all such Collateral for the account of the holders of the Secured Obligations and subject to the Agent’s instructions. Each Grantor agrees to xxxx its books and records to reflect the security interest of the Agent in the Collateral.

Perfection of Security Interest. Execute Xxxx its books and records to reflect the security interest of the Administrative Agent in the Collateral. Each Obligor hereby authorizes the Administrative Agent to prepare and file such financing statements (including continuation statements) or amendments thereof or supplements thereto or other instruments as the Administrative Agent may from time to time deem necessary or appropriate in order to perfect and maintain the security interests granted hereunder in accordance with the UCC, including, without limitation, any financing statement that describes the Collateral as “all personal property” or “all assets” of such Obligor or that describes the Collateral in some other manner as the Administrative Agent deems necessary or advisable. To the extent permitted by applicable law, each Obligor hereby agrees that a carbon, photographic or other reproduction of this Security Agreement or any such financing statement is sufficient for filing as a financing statement by the Administrative Agent without notice thereof to such Obligor wherever the Administrative Agent may reasonably determine is appropriate. Each Obligor shall also execute and deliver to the Administrative Agent such agreements, assignments or instruments (including affidavits, notices, reaffirmations and amendments and restatements of existing documents, as the Administrative Agent may reasonably request) and do all such other things as the Administrative Agent may reasonably deem necessary, necessary or appropriate or convenient (i) to assure to the Administrative Agent the effectiveness and priority of its security interests hereunderhereunder are perfected, including (A) such financing statements (including renewal continuation statements), ) or amendments and thereof or supplements thereto or such other instruments as the Administrative Agent may from time to time reasonably request in order to perfect and maintain the security interests granted hereunder in accordance with the UCCUCC and any other personal property security legislation in the appropriate state(s) or province(s), (B) with regard to registered Investment Property, execute and cause any Securities Intermediary with respect to such Investment Property to execute a securities control agreement in form and substance satisfactory to the Administrative Agent, (C) with regard to Copyrights, a Notice of Grant of Security Interest in Copyrights for filing with the United States Copyright Office in the form of Exhibit Schedule 5(f)(i) attached hereto, (CD) with regard to registered Patents, a Notice of Grant of Security Interest in Patents for filing with the United States Patent and Trademark Office in the form of Exhibit Schedule 5(f)(ii) attached hereto and (DE) with regard to registered Trademarks, a Notice of Grant of Security Interest in Trademarks for filing with the United States Patent and Trademark Office in the form of Exhibit Schedule 5(f)(iii) attached hereto, (ii) to consummate the transactions contemplated hereby and (iii) to otherwise protect and assure the Administrative Agent of its rights and interests hereunder. To that end, each Grantor agrees that the Agent may file one or more financing statements (with collateral descriptions broader and/or less specific than the description of the Collateral contained herein) disclosing the Agent’s security interest in any or all of the Collateral of such Grantor without such Grantor’s signature thereon, and further each Grantor also Obligor hereby irrevocably makes, constitutes and appoints the Administrative Agent, its nominee or any other Person person whom the Administrative Agent may designate, as such GrantorObligor’s attorney-in-fact with full power and for the limited purpose to sign in the name of such Grantor Obligor any such financing statements (including renewal statements), amendments and supplements, notices or any similar documents that which in the Administrative Agent’s reasonable discretion would be necessary, necessary or appropriate or convenient in order to perfect and maintain perfection of the security interests granted hereunder, such power, being coupled with an interest, being and remaining irrevocable so long as any of the Secured Obligations remain unpaid outstanding (other than any such obligations which by the terms thereof are stated to survive termination of the Credit Documents) or any Credit Document or Secured Hedging Agreement is in effect, and until all of the commitments relating thereto Commitments shall have been terminated. Each Grantor hereby agrees that a carbon, photographic or other reproduction of this Security Agreement or any such financing statement is sufficient for filing as a financing statement by the Agent without notice thereof to such Grantor wherever the Agent may in its sole discretion desire to file the same. In the event for any reason the law of any jurisdiction other than the applicable jurisdiction as of the Closing Date North Carolina becomes or is applicable to the Collateral of any Grantor Obligor or any part thereof, or to any of the Secured Obligations, such Grantor Obligor agrees to execute and deliver all such instruments and to do all such other things as the Administrative Agent in its sole reasonable discretion reasonably deems necessary, necessary or appropriate or convenient to preserve, protect and enforce the security interests of the Administrative Agent under the law of such other jurisdiction (and, if a Grantor an Obligor shall fail to do so promptly upon the request of the Administrative Agent, then the Administrative Agent may execute any and all such requested documents on behalf of such Grantor Obligor pursuant to the power of attorney granted hereinabove). If any Collateral is in the possession or control of a Grantor’s agents and the Agent so requests, such Grantor agrees to notify such agents in writing of the Agent’s security interest therein and, upon the Agent’s request, instruct them to hold all such Collateral for the account of the holders of the Secured Obligations and subject to the Agent’s instructions. Each Grantor agrees to xxxx its books and records to reflect the security interest of the Agent in the Collateral.

Perfection of Security Interest. Execute and deliver to the Agent such agreements, assignments or instruments (including affidavits, notices, reaffirmations and amendments and restatements of existing documents, as the Agent may reasonably request) and do all such other things as the Agent may reasonably deem necessary, necessary or appropriate or convenient (i) to assure to the Agent the effectiveness and priority of its security interests hereunder, including (A) such financing statements (including renewal statements), ) or amendments and thereof or supplements thereto or such other instruments as the Agent may from time to time reasonably request in order to perfect and maintain the security interests granted hereunder in accordance with the UCC, (B) with regard to registered Copyrights, a Notice of Grant of Security Interest in Copyrights for filing with the United States Copyright Office in the form of Exhibit 5(f)(i) attached heretoSchedule 4(f)(i), (C) with regard to registered Patents, a Notice of Grant of Security Interest in Patents for filing with the United States Patent and Trademark Office in the form of Exhibit 5(f)(iiSchedule 4(f)(ii) attached hereto and (D) with regard to registered Trademarks, a Notice of Grant of Security Interest in Trademarks for filing with the United States Patent and Trademark Office in the form of Exhibit 5(f)(iiiSchedule 4(f)(iii) attached hereto, (ii) to consummate the transactions contemplated hereby and (iii) to otherwise protect and assure the Agent of its rights and interests hereunder. To that end, each Grantor Borrower agrees that the Agent may file one or more financing statements (with collateral descriptions broader and/or less specific than the description of the Collateral contained herein) disclosing the Agent’s 's security interest in any or all of the Collateral of such Grantor without Borrower without, to the extent permitted by law, such Grantor’s Borrower's signature thereon, and further each Grantor Borrower also hereby irrevocably makes, constitutes and appoints the Agent, its nominee or any other Person person whom the Agent may designate, as such Grantor’s attorney-in-Borrower's attorney in fact with full power and for the limited purpose to sign in the name of such Grantor Borrower any such financing statements (including renewal statements), or amendments and supplementssupplements to financing statements, renewal financing statements, notices or any similar documents that which in the Agent’s 's reasonable discretion would be necessary, appropriate or convenient in order to perfect and maintain perfection of the security interests granted hereunder, such power, being coupled with an interest, being and remaining irrevocable so long as the Secured Obligations Credit Agreement is in effect or any amounts payable thereunder or under any other Credit Document or any Letter of Credit shall remain unpaid outstanding, and until all of the commitments relating thereto Commitments thereunder shall have been terminated. Each Grantor Borrower hereby agrees that a carbon, photographic or other reproduction of this Security Agreement or any such financing statement is sufficient for filing as a financing statement by the Agent without notice thereof to such Grantor Borrower wherever the Agent may in its sole discretion desire to file the same. In the event for any reason the law of any jurisdiction other than the applicable jurisdiction as of the Closing Date North Carolina becomes or is applicable to the Collateral of any Grantor Borrower or any part thereof, or to any of the Secured Obligations, such Grantor Borrower agrees to execute and deliver all such instruments and to do all such other things as the Agent in its sole discretion reasonably deems necessary, necessary or appropriate or convenient to preserve, protect and enforce the security interests of the Agent under the law of such other jurisdiction (and, if a Grantor Borrower shall fail to do so promptly upon the request of the Agent, then the Agent may execute any and all such requested documents on behalf of such Grantor Borrower pursuant to the power of attorney granted hereinabove). If any Collateral is in the possession or control of a Grantor’s Borrower's agents and the Agent so requests, such Grantor Borrower agrees to notify such agents in writing of the Agent’s 's security interest therein and, upon the Agent’s 's request, instruct them to hold all such Collateral for the Lenders' account of the holders of the Secured Obligations and subject to the Agent’s 's further instructions. Each Grantor Borrower agrees to xxxx its mark xxx books and records to reflect the security interest of the Agent in the Collateral.

Perfection of Security Interest. Execute and deliver to the Collateral Agent such agreements, assignments or instruments (including affidavits, notices, reaffirmations and amendments and restatements of existing documents, as the Collateral Agent may reasonably request) and do all such other things as the Collateral Agent may reasonably deem necessary, necessary or appropriate or convenient (i) to assure to the Collateral Agent the effectiveness and priority of its security interests hereunder, including (A) such financing statements (including renewal statements), ) or amendments and thereof or supplements thereto or such other instruments as the Collateral Agent may from time to time reasonably request in order to perfect and maintain the security interests granted hereunder in accordance with the UCCUCC and any other personal property security legislation in the appropriate state(s) or province(s), (B) with regard to registered Investment Property, execute and cause the Securities Intermediary with respect to such Investment Property to execute a securities control agreement in form and substance satisfactory to the Collateral Agent, (C) with regard to Copyrights, a Notice of Grant of Security Interest in Copyrights for filing with the United States Copyright Office in the form of Exhibit 5(f)(i5(f)(ii)(A) attached hereto, (CD) with regard to registered Patents, a Notice of Grant of Security Interest in Patents for filing with the United States Patent and Trademark Office in the form of Exhibit 5(f)(ii5(f)(ii)(B) attached hereto and (DE) with regard to registered Trademarks, a Notice of Grant of Security Interest in Trademarks for filing with the United States Patent and Trademark Office in the form of Exhibit 5(f)(iii5(f)(ii)(C) attached hereto, (ii) to consummate the transactions contemplated hereby and (iii) to otherwise protect and assure the Collateral Agent of its rights and interests hereunder. To that end, each Grantor Obligor agrees that the Collateral Agent may file one or more financing statements (with including financing statements containing a collateral descriptions broader and/or less specific than the description of the Collateral contained herein"all assets" and/or "all personal property" of such Obligor) disclosing the Collateral Agent’s 's security interest in any or all of the Collateral of such Grantor without Obligor without, to the extent permitted by law, such Grantor’s Obligor's signature thereon, and further each Grantor Obligor also hereby irrevocably makes, constitutes and appoints the Collateral Agent, its nominee or any other Person whom the Collateral Agent may designate, as such Grantor’s Obligor's attorney-in-fact with full power and for the limited purpose to sign in the name of such Grantor Obligor any such financing statements (including renewal statements), or amendments and supplementssupplements to financing statements, renewal financing statements, notices or any similar documents that which in the Collateral Agent’s 's reasonable discretion would be necessary, appropriate or convenient in order to perfect and maintain perfection of the security interests granted hereunder, such power, being coupled with an interest, being and remaining irrevocable so long as any of the Secured Obligations remain unpaid outstanding or any Credit Document or Hedging Agreement between any Credit Party and any Lender (to the extent the obligations of such Credit Party thereunder constitute Credit Party Obligations) is in effect, and until all of the commitments relating thereto Commitments shall have been terminated. Each Grantor Obligor hereby agrees that a carbon, photographic or other reproduction of this Security Agreement or any such financing statement is sufficient for filing as a financing statement by the Collateral Agent without notice thereof to such Grantor Obligor wherever the Collateral Agent may in its sole discretion desire to file the same. In the event for any reason the law of any jurisdiction other than the applicable jurisdiction as of the Closing Date New York becomes or is applicable to the Collateral of any Grantor Obligor or any part thereof, or to any of the Secured Obligations, such Grantor Obligor agrees to execute and deliver all such instruments and to do all such other things as the Collateral Agent in its sole discretion reasonably deems necessary, necessary or appropriate or convenient to preserve, protect and enforce the security interests of the Collateral Agent under the law of such other jurisdiction (and, if a Grantor an Obligor shall fail to do so promptly upon the request of the Collateral Agent, then the Collateral Agent may execute any and all such requested documents on behalf of such Grantor Obligor pursuant to the power of attorney granted hereinabove). If any Collateral is in Upon the possession or control of a Grantor’s agents and the Agent so requests, such Grantor agrees to notify such agents in writing request of the Collateral Agent’s security interest therein and, upon the Agent’s request, instruct them to hold all such Collateral for the account of the holders of the Secured Obligations and subject to the Agent’s instructions. Each Grantor each Obligor agrees to xxxx its books and records to reflect the security interest of the Collateral Agent in the Collateral.

Perfection of Security Interest. Execute and deliver to the Agent such agreements, assignments or instruments (including affidavits, notices, reaffirmations and amendments and restatements of existing documents) and do all such other things as the Agent may reasonably deem necessary, appropriate or convenient The Pledgor agrees (i) to assure immediately deliver to LaSalle all certificates evidencing any of the Agent Pledged Collateral which may at any time come into the effectiveness possession or control of the Pledgor, (ii) to execute and priority of its security interests hereunder, including (A) deliver to LaSalle such financing statements as LaSalle may request with respect to the Pledged Collateral, (including renewal statements)iii) to cause a registration of the security interest granted herein with respect to the Pledged Collateral which is not evidenced by certificates to be made in accordance with Article 8 of the Illinois Uniform Commercial Code, amendments as amended, and supplements or (iv) to take such other instruments steps as the Agent LaSalle may from time to time reasonably request in order to perfect and maintain the LaSalle's security interests granted hereunder in accordance with the UCC, (B) with regard to registered Copyrights, a Notice of Grant of Security Interest in Copyrights for filing with the United States Copyright Office interest in the form Pledged Collateral under applicable law. The Pledgor further agrees, at the request of Exhibit 5(f)(i) attached heretoLaSalle, (C) with regard to registered Patentscause the Subsidiaries to issue, a Notice in substitution for existing certificates evidencing any of Grant of Security Interest in Patents for filing with the United States Patent and Trademark Office Pledged Collateral or in the form case of Exhibit 5(f)(ii) attached hereto and (D) with regard to registered Trademarksthe Pledged Collateral not theretofore certificated, a Notice of Grant of Security Interest in Trademarks for filing with the United States Patent and Trademark Office in the form of Exhibit 5(f)(iii) attached hereto, (ii) to consummate the transactions contemplated hereby and (iii) to otherwise protect and assure the Agent of its rights and interests hereunder. To that end, each Grantor agrees that the Agent may file one or more financing statements new certificates (with collateral descriptions broader and/or less specific than the description of the Collateral contained herein"Substitute Certificate(s)") disclosing the Agent’s security interest in any or intended to evidence all of the Pledged Collateral of such Grantor without such Grantor’s signature thereonevidenced by the certificates or not theretofore evidenced by certificates, as the case may be, which are exchanged for the Substitute Certificate(s), and further each Grantor also hereby irrevocably makesthe Pledgor shall immediately thereafter deliver such Substitute Certificate(s) to LaSalle, constitutes and appoints the Agent, its nominee or any other Person whom the Agent may designate, as such Grantor’s attorney-in-fact together with full power and for the limited purpose to sign in the name of such Grantor any such financing statements (including renewal statements), amendments and supplements, notices or any similar documents that in the Agent’s reasonable discretion would be necessary, appropriate or convenient in order to perfect and maintain perfection of the security interests granted hereunder, such power, being coupled with an interest, being and remaining irrevocable so long as the Secured Obligations remain unpaid and until the commitments relating thereto shall have been terminatedattached Powers. Each Grantor hereby The Pledgor agrees that a carbon, photographic this Pledge or other reproduction photocopy of this Security Agreement or any such financing statement is Pledge shall be sufficient for filing as a financing statement by the Agent without notice thereof to such Grantor wherever the Agent may in its sole discretion desire to file the same. In the event for any reason the law of any jurisdiction other than the applicable jurisdiction as of the Closing Date becomes or is applicable to the Collateral of any Grantor or any part thereof, or to any of the Secured Obligations, such Grantor agrees to execute and deliver all such instruments and to do all such other things as the Agent in its sole discretion reasonably deems necessary, appropriate or convenient to preserve, protect and enforce the security interests of the Agent under the law of such other jurisdiction (and, if a Grantor shall fail to do so promptly upon the request of the Agent, then the Agent may execute any and all such requested documents on behalf of such Grantor pursuant to the power of attorney granted hereinabove). If any Collateral is in the possession or control of a Grantor’s agents and the Agent so requests, such Grantor agrees to notify such agents in writing of the Agent’s security interest therein and, upon the Agent’s request, instruct them to hold all such Collateral for the account of the holders of the Secured Obligations and subject to the Agent’s instructions. Each Grantor agrees to xxxx its books and records to reflect the security interest of the Agent in the Collateralstatement.

Perfection of Security Interest. Execute Execute, acknowledge, deliver, record, re-record, file, re-file, register, re-register any and deliver to the Agent such agreements, assignments or instruments (including affidavits, notices, reaffirmations and amendments and restatements of existing documents) and do all such further acts, deeds, certificates, assurances and other things instruments as the Administrative Agent may reasonably require, deem necessary, appropriate or convenient (i) to assure to the Administrative Agent the effectiveness and priority of its security interests hereunder, including including, without limitation, (A) such financing statements (including renewal statements), amendments and supplements or such other instruments as the Administrative Agent may from time to time reasonably request in order to perfect and maintain the security interests granted hereunder or under any of the Collateral Documents in accordance with the UCC, (B) with regard to United States registered Copyrights, a Notice of Grant of Security Interest in Copyrights for filing with the United States Copyright Office substantially in the form of Exhibit 5(f)(iSchedule 5(c)(i) attached hereto, (C) with regard to registered United States Patents, a Notice of Grant of Security Interest in Patents for filing with the United States Patent and Trademark Office substantially in the form of Exhibit 5(f)(iiSchedule 5(c)(ii) attached hereto and hereto, (D) with regard to registered United States Trademarks, a Notice of Grant of Security Interest in Trademarks for filing with the United States Patent and Trademark Office substantially in the form of Exhibit 5(f)(iiiSchedule 5(c)(iii) attached hereto, and (E) with regard to Foreign IP Assets, after the occurrence and during the continuance of an Event of Default, such instruments as the Administrative Agent or the Required Lenders may from time to time reasonably request in order to perfect and maintain the security interest granted hereunder in accordance with the Laws of the applicable foreign jurisdictions, (ii) to consummate the transactions contemplated hereby (iii) correct any material defect or error that may be discovered in this Security Agreement or any of the Collateral Documents or in the execution, acknowledgment, filing or recordation thereof and (iiiiv) to otherwise protect and assure the Administrative Agent of its rights and interests hereunder. To that end, each Grantor agrees that authorizes the Administrative Agent may to file one or more financing statements (with which may describe the collateral descriptions broader and/or less specific than the description of the Collateral contained hereinas “all assets” or “all personal property”) disclosing the Administrative Agent’s security interest in any or all of the Collateral of such Grantor without such Grantor’s signature thereon, and further each Grantor also hereby irrevocably makes, constitutes and appoints the Administrative Agent, its nominee or any other Person whom the Administrative Agent may designate, as such Grantor’s attorney-in-fact with full power and for the limited purpose to sign in the name of such Grantor any such financing statements (including renewal statements), amendments and supplements, notices or any similar documents that in the Administrative Agent’s reasonable discretion would be necessary, appropriate or convenient in order to perfect and maintain perfection of the security interests granted hereunder, such power, being coupled with an interest, being and remaining irrevocable so long as the Secured Obligations remain unpaid and until the commitments relating thereto shall have been terminated. Each Grantor hereby agrees that a carbon, photographic or other reproduction of this Security Agreement or any such financing statement is sufficient for filing as a financing statement by the Administrative Agent without notice thereof to such Grantor wherever the Administrative Agent may in its sole discretion desire to file the same. In the event for any reason the law Laws of any jurisdiction other than the applicable jurisdiction as of the Closing Date becomes New York become or is are applicable to the Collateral of any Grantor or any part thereof, or to any of the Secured Obligations, such Grantor agrees to execute and deliver all such instruments and to do all such other things as the Administrative Agent in its sole discretion reasonably deems necessary, appropriate or convenient to preserve, protect and enforce the security interests of the Administrative Agent under the law Laws of such other jurisdiction (and, if a Grantor shall fail to do so promptly upon the request of the Administrative Agent, then the Administrative Agent may execute any and all such requested documents on behalf of such Grantor pursuant to the power of attorney granted hereinabove). If any Collateral is in the possession or control of a such Grantor’s agents and the Administrative Agent so requests, such Grantor agrees to notify such agents in writing of the Administrative Agent’s security interest therein and, upon the Administrative Agent’s request, instruct them to hold all such Collateral for the account of the holders of the Secured Obligations and subject to the Administrative Agent’s instructions. Each Such Grantor agrees to xxxx its books and records to reflect the security interest of the Administrative Agent in the Collateral.

Perfection of Security Interest. Execute and deliver to the Agent Lender such agreements, assignments or instruments (including affidavits, notices, reaffirmations and amendments and restatements of existing documents, as the Lender may reasonably request) and do all such other things as the Agent Lender may reasonably deem necessary, appropriate or convenient (i) to assure to the Agent Lender the effectiveness and priority of its security interests hereunder, including (A) such financing statements (including renewal statements), amendments and supplements or such other instruments as the Agent Lender may from time to time reasonably request in order to perfect and maintain the security interests granted hereunder in accordance with the UCC, UCC and (B) with regard to registered Copyrights, a Notice of Grant of Security Interest in Copyrights for filing entering into lockbox arrangements with the United States Copyright Office Lender with respect to its collection of Accounts pursuant to documentation reasonably satisfactory to the Lender and in the form of Exhibit 5(f)(i) attached hereto, (C) accordance with regard to registered Patents, a Notice of Grant of Security Interest in Patents for filing with the United States Patent and Trademark Office in the form of Exhibit 5(f)(ii) attached hereto and (D) with regard to registered Trademarks, a Notice of Grant of Security Interest in Trademarks for filing with the United States Patent and Trademark Office in the form of Exhibit 5(f)(iii) attached heretoany applicable state or federal law, (ii) to consummate the transactions contemplated hereby and (iii) to otherwise protect and assure the Agent Lender of its rights and interests hereunder. To that end, each the Grantor agrees that authorizes the Agent may Lender to file one or more financing statements (with collateral descriptions description broader and/or less specific than the description of the Collateral contained herein, such as "all assets" or "all personal property") disclosing the Agent’s Lender's security interest in any or all of the Collateral of such the Grantor without such the Grantor’s 's signature thereon, and further each the Grantor also hereby irrevocably makes, constitutes and appoints the AgentLender, its nominee or any other Person whom the Agent Lender may designate, as such the Grantor’s 's attorney-in-fact with full power and for the limited purpose to sign in the name of such the Grantor any such financing statements (including renewal statements), amendments and supplements, notices or any similar documents that in the Agent’s Lender's reasonable discretion would be necessary, appropriate or convenient in order to perfect and maintain perfection of the security interests granted hereunder, such power, being coupled with an interest, being and remaining irrevocable so long as the Secured Obligations remain unpaid and until the commitments relating thereto shall have been terminatedunpaid. Each Grantor hereby agrees that a carbon, photographic or other reproduction of this Security Agreement or any such financing statement is sufficient for filing as a financing statement by the Agent Lender without notice thereof to such the Grantor wherever the Agent Lender may in its sole discretion desire to file the same. In the event for any reason the law of any jurisdiction other than the applicable jurisdiction as of the Closing Date New York becomes or is applicable to the Collateral of any the Grantor or any part thereof, or to any of the Secured Obligations, such the Grantor agrees to execute and deliver all such instruments and to do all such other things as the Agent Lender in its sole discretion reasonably deems necessary, appropriate or convenient to preserve, protect and enforce the security interests of the Agent Lender under the law of such other jurisdiction (and, if a the Grantor shall fail to do so promptly upon the request of the AgentLender, then the Agent Lender may execute any and all such requested documents on behalf of such the Grantor pursuant to the power of attorney granted hereinabove). If any Collateral is in the possession or control of a the Grantor’s 's agents and the Agent Lender so requests, such the Grantor agrees to notify such agents in writing of the Agent’s Lender's security interest therein and, upon the Agent’s Lender's request, instruct them to hold all such Collateral for the account of the holders of the Secured Obligations and subject to the Agent’s Lender's instructions. Each Grantor agrees to xxxx maintain its books and records to reflect the security interest of the Agent Lender in the Collateral.

Perfection of Security Interest. Execute and deliver to the Collateral Agent such agreements, assignments or instruments (including affidavits, notices, reaffirmations and amendments and restatements of existing documents, as the Collateral Agent may reasonably request) and do all such other things as the Collateral Agent may reasonably deem necessary, necessary or appropriate or convenient (i) to assure to the Collateral Agent the effectiveness and priority of its security interests hereunder, including (A) such financing statements (including renewal statements), ) or amendments and thereof or supplements thereto or such other instruments as the Collateral Agent may from time to time reasonably request in order to perfect and maintain the security interests granted hereunder in accordance with the UCCUCC and any other personal property security legislation in the appropriate state(s) or province(s), (B) with regard to registered Investment Property, execute and cause the Securities Intermediary with respect to such Investment Property to execute a securities control agreement in form and substance satisfactory to the Collateral Agent, (C) with regard to Copyrights, a Notice of Grant of Security Interest in Copyrights for filing with the United States Copyright Office in the form of Exhibit 5(f)(iEXHIBIT 5(f)(ii)(A) attached hereto, (CD) with regard to registered Patents, a Notice of Grant of Security Interest in Patents for filing with the United States Patent and Trademark Office in the form of Exhibit 5(f)(iiEXHIBIT 5(f)(ii)(B) attached hereto and (DE) with regard to registered Trademarks, a Notice of Grant of Security Interest in Trademarks for filing with the United States Patent and Trademark Office in the form of Exhibit 5(f)(iiiEXHIBIT 5(f)(ii)(C) attached hereto, (ii) to consummate the transactions contemplated hereby and (iii) to otherwise protect and assure the Collateral Agent of its rights and interests hereunder. To that end, each Grantor Obligor agrees that the Collateral Agent may file one or more financing statements (with collateral descriptions broader and/or less specific than the description of disclosing the Collateral contained herein) disclosing the Agent’s 's security interest in any or all of the Collateral of such Grantor without Obligor without, to the extent permitted by law, such Grantor’s Obligor's signature thereon, and further each Grantor Obligor also hereby irrevocably makes, constitutes and appoints the Collateral Agent, its nominee or any other Person whom the Collateral Agent may designate, as such Grantor’s Obligor's attorney-in-fact with full power and for the limited purpose to sign in the name of such Grantor Obligor any such financing statements (including renewal statements), or amendments and supplementssupplements to financing statements, renewal financing statements, notices or any similar documents that which in the Collateral Agent’s 's reasonable discretion would be necessary, appropriate or convenient in order to perfect and maintain perfection of the security interests granted hereunder, such power, being coupled with an interest, being and remaining irrevocable so long as any of the Secured Obligations remain unpaid outstanding or any Credit Document or Hedging Agreement between any Credit Party and any Lender (to the extent the obligations of such Credit Party thereunder constitute Credit Party Obligations) is in effect, and until all of the commitments relating thereto Commitments shall have been terminated. Each Grantor Obligor hereby agrees that a carbon, photographic or other reproduction of this Security Agreement or any such financing statement is sufficient for filing as a financing statement by the Collateral Agent without notice thereof to such Grantor Obligor wherever the Collateral Agent may in its sole discretion desire to file the same. In the event for any reason the law of any jurisdiction other than the applicable jurisdiction as of the Closing Date New York becomes or is applicable to the Collateral of any Grantor Obligor or any part thereof, or to any of the Secured Obligations, such Grantor Obligor agrees to execute and deliver all such instruments and to do all such other things as the Collateral Agent in its sole discretion reasonably deems necessary, necessary or appropriate or convenient to preserve, protect and enforce the security interests of the Collateral Agent under the law of such other jurisdiction (and, if a Grantor an Obligor shall fail to do so promptly upon the request of the Collateral Agent, then the Collateral Agent may execute any and all such requested documents on behalf of such Grantor Obligor pursuant to the power of attorney granted hereinabove). If any Collateral is in the possession or control of a Grantor’s agents and the Agent so requests, such Grantor agrees to notify such agents in writing of the Agent’s security interest therein and, upon the Agent’s request, instruct them to hold all such Collateral for the account of the holders of the Secured Obligations and subject to the Agent’s instructions. Each Grantor agrees to xxxx its books and records to reflect the security interest of the Agent in the Collateral.granted

Perfection of Security Interest. Execute and deliver to the Agent Seller such agreements, assignments or instruments (including affidavits, notices, reaffirmations and amendments and restatements of existing documents, as the Seller may reasonably request) and do all such other things as the Agent Seller may reasonably deem necessary, appropriate or convenient (i) to assure to the Agent Seller the effectiveness effectiveness, perfection and priority of its security interests in the Collateral hereunder, including (A) such financing statements (including renewal statements), amendments and supplements or such other instruments as the Agent Seller may from time to time reasonably request in order to perfect and maintain the security interests granted hereunder in accordance with the UCC, (B) with regard to registered Copyrights, a Notice of Grant of Security Interest in Copyrights for filing with the United States Copyright Office in the form of Exhibit 5(f)(i) attached hereto, (C) with regard to registered Patents, a Notice of Grant of Security Interest in Patents for filing with the United States Patent and Trademark Office in the form of Exhibit 5(f)(ii) attached hereto and (D) with regard to registered Trademarks, a Notice of Grant of Security Interest in Trademarks for filing with the United States Patent and Trademark Office in the form of Exhibit 5(f)(iii) attached hereto, (ii) to consummate the transactions contemplated hereby by this Security Agreement and (iii) to otherwise protect and assure the Agent Seller of its rights and interests hereunder. To that end, each Grantor agrees that authorizes the Agent may Seller to file one or more financing statements (with collateral descriptions broader broader, including without limitation “all assets” and/or “all personal property” collateral descriptions, and/or less specific than the description of the Collateral contained herein) disclosing the AgentSeller’s security interest in any or all of the Collateral of such Grantor without such Grantor’s signature thereon, and further each Grantor also hereby irrevocably makes, constitutes and appoints the AgentSeller, its nominee or any other Person whom the Agent Seller may designate, as such Grantor’s attorney-in-fact with full power and for the limited purpose to sign in the name of such Grantor any such financing statements (including renewal statements), amendments and supplements, notices or any similar documents that in the AgentSeller’s reasonable discretion would be necessary, appropriate or convenient in order to perfect and maintain perfection of the security interests granted hereunder, such power, being coupled with an interest, being and remaining irrevocable so long as the Secured Obligations remain unpaid and until the commitments relating thereto shall have been terminated. Each Grantor hereby agrees that a carbon, photographic or other reproduction of this Security Agreement or any such financing statement is sufficient for filing as a financing statement by the Agent Seller without notice thereof to such Grantor wherever the Agent Seller may in its sole discretion desire to file the same. In the event for any reason the law of any jurisdiction other than the applicable jurisdiction as of the Closing Date Delaware becomes or is applicable to the Collateral of any Grantor or any part thereof, or to any of the Secured Obligations, such Grantor agrees to execute and deliver all such instruments and to do all such other things as the Agent Seller in its sole discretion reasonably deems necessary, appropriate or convenient to preserve, protect and enforce the security interests of the Agent Seller under the law of such other jurisdiction (and, if a Grantor shall fail to do so promptly upon the request of the AgentSeller, then the Agent Seller may execute any and all such requested documents on behalf of such Grantor pursuant to the power of attorney granted hereinabove). If any Collateral is in the possession or control of a Grantor’s agents and the Agent Seller so requests, such Grantor agrees to notify such agents in writing of the AgentSeller’s security interest therein and, upon the AgentSeller’s request, instruct them to hold all such Collateral for the account of the holders of the Secured Obligations and Parties, subject to the AgentSeller’s instructions. Each Grantor agrees to xxxx its books and records to reflect the security interest of the Agent Seller in the Collateral.

Perfection of Security Interest. Execute and deliver to the Administrative Agent such agreements, assignments or instruments (including affidavits, notices, reaffirmations and amendments and restatements of existing documents, as the Administrative Agent may reasonably request) and do all such other things as the Administrative Agent may reasonably deem necessary, appropriate or convenient (i) to assure to the Administrative Agent the effectiveness and priority of its security interests hereunder, including (A) such financing statements (including renewal statements), amendments and supplements or such other instruments as the Administrative Agent may from time to time reasonably request in order to perfect and maintain the security interests granted hereunder in accordance with the UCC, (B) with regard to registered Copyrights, a Notice of Grant of Security Interest in Copyrights for filing with the United States Copyright Office in the form of Exhibit Schedule 5(f)(i) attached hereto, (C) with regard to registered Patents, a Notice of Grant of Security Interest in Patents for filing with the United States Patent and Trademark Office in the form of Exhibit Schedule 5(f)(ii) attached hereto and (D) with regard to registered Trademarks, a Notice of Grant of Security Interest in Trademarks for filing with the United States Patent and Trademark Office in the form of Exhibit Schedule 5(f)(iii) attached hereto, (ii) to consummate the transactions contemplated hereby and (iii) to otherwise protect and assure the Administrative Agent of its rights and interests hereunder. To that end, each Grantor agrees that authorizes the Administrative Agent may to file one or more financing statements (with collateral descriptions broader and/or less specific than the description of the Collateral contained herein) disclosing the Administrative Agent’s 's security interest in any or all of the Collateral of such Grantor without such Grantor’s 's signature thereon, and further each Grantor also hereby irrevocably makes, constitutes and appoints the Administrative Agent, its nominee or any other Person whom the Administrative Agent may designate, as such Grantor’s 's attorney-in-fact with full power and for the limited purpose to sign in the name of such Grantor any such financing statements (including renewal statements), amendments and supplements, notices or any similar documents that in the Administrative Agent’s 's reasonable discretion would be necessary, appropriate or convenient in order to perfect and maintain perfection of the security interests granted hereunder, such power, being coupled with an interest, being and remaining irrevocable so long as the Secured Obligations remain unpaid and until the commitments relating thereto shall have been terminated. Each Grantor hereby agrees that a carbon, photographic or other reproduction of this Security Agreement or any such financing statement is sufficient for filing as a financing statement by the Administrative Agent without notice thereof to such Grantor wherever the Administrative Agent may in its sole discretion desire to file the same. In the event for any reason the law of any jurisdiction other than the applicable jurisdiction as of the Closing Date North Carolina becomes or is applicable to the Collateral of any Grantor or any part thereof, or to any of the Secured Obligations, such Grantor agrees to execute and deliver all such instruments and to do all such other things as the Administrative Agent in its sole discretion reasonably deems necessary, appropriate or convenient to preserve, protect and enforce the security interests of the Administrative Agent under the law of such other jurisdiction (and, if a Grantor shall fail to do so promptly upon the request of the Administrative Agent, then the Administrative Agent may execute any and all such requested documents on behalf of such Grantor pursuant to the power of attorney granted hereinabove). If any Collateral is in the possession or control of a Grantor’s 's agents and the Administrative Agent so requests, such Grantor agrees to notify such agents in writing of the Administrative Agent’s 's security interest therein and, upon the Administrative Agent’s 's request, instruct them to hold all such Collateral for the account of the holders of the Secured Obligations and subject to the Administrative Agent’s 's instructions. Each Grantor agrees to xxxx mark its books and records to reflect the security interest of the Administrative Agent in the Collateral.