Common use of Perfected Second Priority Liens Clause in Contracts

Perfected Second Priority Liens. Subject to the terms of the Intercreditor Agreement, the security interests granted pursuant to this Agreement (a) upon completion of the filings and other actions specified on Schedule 3 (including obtaining "control" (within the meaning of the applicable Uniform Commercial Code) of Deposit Accounts and Securities Accounts (other than Permitted Unperfected Accounts), Investment Property and, to the extent requested in writing by the Collateral Agent, Letter-of-Credit Rights (which, in the case of all filings and other documents referred to on said Schedule, unless otherwise noted, have been delivered to the Collateral Agent in completed and, where applicable, duly executed form)) will constitute valid perfected security interests (to the extent perfection of security interests therein may be perfected by filing of UCC-1 financing statements and/or filings with the United States Patent and Trademark Office and United States Copyright Office, possession by the Collateral Agent of the respective Investment Property or "control" of Deposit Accounts and Securities Accounts) in all of the Collateral (excluding Letter-of-Credit Rights where written request has not been made by the Collateral Agent) in favor of the Collateral Agent, for the ratable benefit of the Secured Parties, as collateral security for such Grantor's Obligations, enforceable in accordance with the terms hereof against all creditors of such Grantor and any Persons purporting to purchase any Collateral from such Grantor, other than purchasers in the ordinary course of business, and (b) are prior to all other Liens on the Collateral in existence on the date hereof except for Liens permitted by the Second-Lien Note Documents and other Liens that have priority over the Liens granted hereunder on the Collateral by operation of law. Notwithstanding anything to the contrary contained above or elsewhere in this Agreement, but subject to the terms of the Intercreditor Agreement, with respect to Letter-of-Credit Rights where the relevant Grantor has been requested by the Collateral Agent to obtain "control" of same, the respective Grantor shall have a reasonable period of time to comply with such request and such "control" shall not be required if the respective Grantor is unable to obtain any required consents for such "control" after using commercially reasonable efforts to obtain same, and unless and until "control" of the respective Letter-of-Credit Rights is obtained in accordance with the above provisions of this Section 4.2 (including this sentence), there shall be no violation of any representation or warranty or covenant contained in this Agreement as a result thereof.

Perfected Second Priority Liens. Subject (a) This Agreement is effective to create, as collateral security for the terms Obligations of such Grantor, valid and enforceable Liens on such Grantor’s Security Collateral in favor of the Note Collateral Agent for the benefit of the Secured Parties, except as to enforcement, as may be limited by applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally, general equitable principles (whether considered in a proceeding in equity or at law) and an implied covenant of good faith and fair dealing. (b) Except with regard to (i) Liens (if any) on Specified Assets and (ii) any rights in favor of the United States government as required by law (if any), upon the completion of the Filings and, with respect to Instruments, Chattel Paper and Documents, upon the earlier of such Filing or the delivery to and continuing possession by the Note Collateral Agent or the applicable Collateral Representative or any Additional Agent, as applicable, in accordance with the applicable Intercreditor Agreement, of all Instruments, Chattel Paper and Documents a security interest in which is perfected by possession, and the security interests granted pursuant to this Agreement obtaining and maintenance of “control” (a) upon completion of as described in the filings and other actions specified on Schedule 3 (including obtaining "control" (within the meaning of the applicable Uniform Commercial Code) of Deposit Accounts and Securities Accounts (other than Permitted Unperfected Accounts), Investment Property and, to the extent requested in writing by the Note Collateral Agent, the ABL Agent, the applicable Collateral Representative or any Additional Agent, as applicable (or their respective agents appointed for purposes of perfection), in accordance with the applicable Intercreditor Agreement of all Deposit Accounts, Blocked Accounts, the Collateral Proceeds Account, Electronic Chattel Paper and Letter-of-Credit Rights (which, a security interest in which is perfected by “control” and in the case of all filings and Commercial Tort Actions (other documents referred than such Commercial Tort Actions listed on Schedule 7 on the date of this Agreement), the taking of the actions required by Section 5.2.12, the Liens created pursuant to on said Schedule, unless otherwise noted, have been delivered to the Collateral Agent in completed and, where applicable, duly executed form)) this Agreement will constitute valid perfected security interests Liens on and (to the extent perfection of provided herein) perfected security interests therein may in such Grantor’s Collateral in favor of the Note Collateral Agent for the benefit of the Secured Parties, and will be perfected by filing prior to all other Liens of UCC-1 financing statements and/or filings all other Persons securing Indebtedness, in each case other than Permitted Liens (and subject to any applicable Intercreditor Agreement), and enforceable as such as against all other Persons other than Ordinary Course Transferees, except to the extent that the recording of an assignment or other transfer of title to the Note Collateral Agent or the applicable Collateral Representative or any Additional Agent (in accordance with the applicable Intercreditor Agreement) or the recording of other applicable documents in the United States Patent and Trademark Office and or United States Copyright OfficeOffice may be necessary for perfection or enforceability, possession by the Collateral Agent of the respective Investment Property or "control" of Deposit Accounts and Securities Accounts) in all of the Collateral (excluding Letter-of-Credit Rights where written request has not been made by the Collateral Agent) in favor of the Collateral Agent, for the ratable benefit of the Secured Partiesexcept as to enforcement, as collateral security for such Grantor's Obligationsmay be limited by applicable bankruptcy, enforceable in accordance with the terms hereof against all creditors of such Grantor and any Persons purporting to purchase any Collateral from such Grantorinsolvency, other than purchasers in the ordinary course of businessfraudulent conveyance, and (b) are prior to all other Liens on the Collateral in existence on the date hereof except for Liens permitted by the Second-Lien Note Documents reorganization, moratorium and other Liens that have priority over the Liens granted hereunder on the Collateral by operation similar laws relating to or affecting creditors’ rights generally, general equitable principles (whether considered in a proceeding in equity or at law) and an implied covenant of lawgood faith and fair dealing. Notwithstanding anything to the contrary contained above or elsewhere As used in this Agreement, but subject to the terms of the Intercreditor Agreement, with respect to Letter-of-Credit Rights where the relevant Grantor has been requested by the Collateral Agent to obtain "control" of sameSection 4.2.2(b), the respective Grantor following terms shall have a reasonable period of time to comply with such request and such "control" shall not be required if the respective Grantor is unable to obtain any required consents for such "control" after using commercially reasonable efforts to obtain same, and unless and until "control" of the respective Letter-of-Credit Rights is obtained in accordance with the above provisions of this Section 4.2 (including this sentence), there shall be no violation of any representation or warranty or covenant contained in this Agreement as a result thereof.following meanings:

Perfected Second Priority Liens. Subject to On the terms of the Intercreditor Agreementdate hereof, the security interests granted pursuant to this Agreement (a) upon completion of the filings and other actions specified on Schedule 3 (including obtaining "control" (within the meaning of the applicable Uniform Commercial Code) of Deposit Accounts and Securities Accounts (other than Permitted Unperfected Accounts), Investment Property and, to the extent requested in writing by the Collateral Agent, Letter-of-Credit Rights 2 (which, in the case of all filings and other documents referred to on said Schedule, unless otherwise notedSchedule required by the Indenture or the Purchase Agreement to be delivered by the date of this Agreement, have been so delivered to the Collateral Agent in completed and, where applicable, and duly executed form)) will constitute valid perfected security interests (to the extent perfection of security interests therein may be perfected by filing of UCC-1 financing statements and/or filings with the United States Patent and Trademark Office and United States Copyright Office, possession by the Collateral Agent of the respective Investment Property or "control" of Deposit Accounts and Securities Accounts) in all of the Collateral (excluding Letter-of-Credit Rights where written request has not been made by the Collateral Agent) in favor of the Collateral Agent, for the ratable benefit of the Secured Parties, as collateral security for such Grantor's ’s Obligations, enforceable in accordance with the terms hereof against all creditors of such Grantor and any Persons purporting to purchase any such Collateral from such Grantor, other than purchasers in the ordinary course of business, Grantor and (b) are prior to all other Liens on the such Collateral in existence on the date hereof of this Agreement except for Liens permitted by the Second-Lien Note Documents Indenture, including Liens securing the Credit Agreement Obligations; provided, however, that additional filings in the United States Patent and other Liens that have priority over the Liens granted hereunder on the Collateral by operation of law. Notwithstanding anything to the contrary contained above or elsewhere in this Agreement, but subject to the terms of the Intercreditor Agreement, Trademark Office and United States Copyright Office may be necessary with respect to Letter-of-Credit Rights where the relevant Grantor has been requested by perfection of the Collateral Agent to obtain "control" Agent’s Lien in United States registrations and applications for Trademarks, Patents and Copyrights which are filed by, issued to, or acquired by Grantor after the date of samethis Agreement and, the respective Grantor shall have a reasonable period of time to comply with such request and such "control" shall not provided, further, that additional filings and/or other actions may be required if to perfect the respective Grantor Collateral Agent’s Lien in Intellectual Property which is unable created under the laws of a jurisdiction outside the United States and (ii) additional filings, recordations or actions may be required with respect to obtain any required consents for such "control" after using commercially reasonable efforts to obtain same, and unless and until "control" of the respective Letter-of-Credit Rights is obtained in accordance with the above provisions of this Section 4.2 (including this sentence), there shall be no violation of any representation or warranty or covenant contained in this Agreement as a result thereofother Specified Collateral.

Perfected Second Priority Liens. (a) This Security Agreement is effective to create in favor of the Collateral Agent, for its benefit and for the benefit of the Secured Parties, legal, valid and enforceable Security Interests in the Collateral to the extent the enforceability of such obligation with respect to Stock of Foreign Subsidiaries is governed by the UCC, subject to the effects of bankruptcy, insolvency or similar laws affecting creditors’ rights generally and general equitable principles. (b) Subject to the terms limitations set forth in clause (c) of the Intercreditor Agreementthis Section 3.2, the security interests Security Interests granted pursuant to this Security Agreement (a) upon completion of the filings and other actions specified on Schedule 3 (including obtaining "control" (within the meaning of the applicable Uniform Commercial Code) of Deposit Accounts and Securities Accounts (other than Permitted Unperfected Accounts), Investment Property and, to the extent requested in writing by the Collateral Agent, Letter-of-Credit Rights (which, in the case of all filings and other documents referred to on said Schedule, unless otherwise noted, have been delivered to the Collateral Agent in completed and, where applicable, duly executed form)i) will constitute valid and perfected security interests (to the extent perfection of security interests therein may be perfected by filing of UCC-1 financing statements and/or filings with the United States Patent and Trademark Office and United States Copyright Office, possession by the Collateral Agent of the respective Investment Property or "control" of Deposit Accounts and Securities Accounts) Security Interests in all of the Collateral (excluding Letter-of-Credit Rights where written request has not been made as to which perfection may be obtained by the Collateral Agentfilings or other actions described in clause (A), (B) or (C) of this paragraph) in favor of the Collateral Agent, for the ratable benefit of the Secured Parties, as collateral security for such Grantor's the Obligations, enforceable in accordance with upon (A) the terms hereof against all creditors of such Grantor and any Persons purporting to purchase any Collateral from such Grantor, other than purchasers filing in the ordinary course applicable filing offices of businessall financing statements, in each case, naming each Grantor as “debtor” and the Collateral Agent as “secured party” and describing the Collateral, (B) subject to Section 8.1, delivery to the Collateral Agent (or its bailee) of all Instruments, Chattel Paper, Certificated Securities and negotiable Documents in each case, properly endorsed for transfer in blank and (C) completion of the filing, registration and recording of a fully executed agreement in the form hereof (or a supplement hereto) and containing a description of all Collateral constituting Intellectual Property in the United States Patent and Trademark Office (or any successor office) within the three month period (commencing as of the date hereof) or, in the case of Collateral constituting Intellectual Property acquired after the date hereof, thereafter pursuant to 35 USC § 261 and 15 USC § 1060 and the regulations thereunder with respect to United States Patents and United States registered Trademarks and in the United States Copyright Office (or any successor office) within the one month period (commencing as of the applicable date of acquisition or filing) or, in the case of Collateral constituting Intellectual Property acquired after the date hereof, thereafter with respect to United States registered Copyrights pursuant to 17 USC § 205 and the regulations thereunder as soon as reasonably practicable, and otherwise as may be required pursuant to the laws of any other necessary jurisdiction to the extent that a security interest may be perfected by such filings, registrations and recordings, and (bii) are prior or equal to all other Liens on the Collateral in existence on the date hereof except for other than Liens permitted by pursuant to Section 4.12 of the Second-Lien Note Documents and other Liens that have priority over the Liens granted hereunder on the Collateral by operation of law. Indenture. (c) Notwithstanding anything to the contrary contained above or elsewhere herein, no Grantor shall be required to perfect the Security Interests granted by this Security Agreement (including Security Interests in this Agreementcash, but subject cash accounts and Investment Property) by any means other than by (i) filings pursuant to the terms Uniform Commercial Code of the Intercreditor Agreementrelevant State(s), (ii) filings approved by United States government offices with respect to Letter-of-Credit Rights where the relevant Grantor has been requested by Intellectual Property and (iii) subject to Section 8.1, delivery to the Collateral Agent (or its bailee) to obtain "control" be held in its possession of sameall Collateral consisting of Tangible Chattel Paper, Instruments or Certificated Securities with a fair market value in excess of $10,000,000 individually. (d) It is understood and agreed that the respective Grantor shall have a reasonable period of time to comply with such request Security Interests in cash and such "control" Investment Property created hereunder shall not be required if prevent the Grantors from using such assets in the ordinary course of their respective Grantor is unable to obtain any required consents for such "control" after using commercially reasonable efforts to obtain same, and unless and until "control" of the respective Letter-of-Credit Rights is obtained in accordance with the above provisions of this Section 4.2 (including this sentence), there shall be no violation of any representation or warranty or covenant contained in this Agreement as a result thereofbusinesses.

Perfected Second Priority Liens. (a) This Agreement is effective to create in favor of the Collateral Agent, for its benefit and for the benefit of the Second Lien Secured Parties, legal, valid and enforceable Security Interests in the Collateral, subject to the effects of bankruptcy, insolvency or similar laws affecting creditors’ rights generally and general equitable principles. (b) Subject to the terms limitations set forth in clause (c) of the Intercreditor Agreementthis Section 3.2, the security interests Security Interests granted pursuant to this Agreement (ai) upon completion constitute and will continue to constitute valid and perfected Security Interests in the Collateral (as to which perfection may be obtained by the filings or other actions described in clause (A), (B) or (C) of this paragraph, which actions shall have been taken prior to the date hereof to the extent required by this Agreement and shall continue to apply to the Second Lien Obligations under this Agreement and other than with respect to any As-Extracted Collateral that requires the filing or recording of financing statements other than in the office of the filings and Secretary of State or other actions specified on Schedule 3 (including obtaining "control" (within central filing office in the meaning jurisdiction of organization of the applicable Uniform Commercial Code) of Deposit Accounts and Securities Accounts (other than Permitted Unperfected Accounts), Investment Property and, Grantor in order to the extent requested in writing by the Collateral Agent, Letter-of-Credit Rights (which, in the case of all filings and other documents referred to on said Schedule, unless otherwise noted, have been delivered to the Collateral Agent in completed and, where applicable, duly executed form)) will constitute valid perfected security interests (to the extent perfection of security interests therein may be perfected by filing of UCC-1 financing statements and/or filings with the United States Patent and Trademark Office and United States Copyright Office, possession by the Collateral Agent of the respective Investment Property or "control" of Deposit Accounts and Securities Accounts) in all of the Collateral (excluding Letter-of-Credit Rights where written request has not been made by the Collateral Agentperfect) in favor of the Collateral Agent, for the ratable benefit of the Second Lien Secured Parties, as collateral security for such Grantor's the Second Lien Obligations, enforceable in accordance with as a result of (A) the terms hereof against all creditors completion of such Grantor and any Persons purporting to purchase any Collateral from such Grantor, other than purchasers the filing in the ordinary course applicable filing offices of businessall financing statements, in each case, naming each Grantor as “debtor” and the Collateral Agent as “secured party” and describing the Collateral, (B) delivery to the Collateral Agent (or its bailee) of all Instruments, Chattel Paper, Certificated Securities and negotiable Documents in each case, properly endorsed for transfer to the Collateral Agent or in blank and (C) completion of the filing, registration and recording of a fully executed agreement in the form hereof (or a supplement hereto) and containing a description of all Collateral constituting registered Patents and Trademarks in the United States Patent and Trademark Office (or any successor office) within a three month period (commencing as of the date of this Agreement) or, with respect to Collateral constituting United States Patents and United States registered Trademarks acquired after the date of this Agreement, within three months thereafter, and all Collateral constituting registered Copyrights in the United States Copyright Office (or any successor office) within a one month period (commencing as of the date of this Agreement) or, with respect to Collateral constituting registered United States Copyrights acquired after the date of this Agreement, within one month thereafter pursuant to 35 USC § 261, 15 USC § 1060 or 17 USC § 205 and the regulations thereunder, and otherwise as may be required pursuant to the laws of any other necessary jurisdiction to the extent that a security interest may be perfected by such filings, registrations and recordings, and (bii) are prior to all other Liens on the Collateral in existence on the date hereof except for other than Liens permitted pursuant to Section 4.12 of the Indenture and by the Second-equivalent provisions of each Additional Second Lien Note Documents and Agreement. (c) Notwithstanding anything to the contrary herein, no Grantor shall be required to perfect the Security Interests granted by this Agreement by any means other Liens that have priority over than by (i) filings pursuant to the Liens granted hereunder on Uniform Commercial Code of the relevant State(s), (ii) filings approved by United States government offices with respect to Intellectual Property or (iii) delivery to the Collateral by operation Agent (or its bailee) to be held in its possession of lawall Collateral consisting of Tangible Chattel Paper, Instruments, Certificated Securities or Negotiable Documents; provided that the Grantors shall not be required to deliver to the Collateral Agent any Tangible Chattel Paper, Instruments, Certificated Securities or Negotiable Documents with an individual fair market value of less than $10,000,000. Notwithstanding anything to the contrary contained above herein, no Grantor shall be required to complete any filings or elsewhere in this Agreement, but subject to the terms of the Intercreditor Agreement, other actions with respect to Letter-of-Credit Rights where the relevant Grantor has been requested by perfection of the Collateral Agent to obtain "control" security interests created hereby in any jurisdiction outside of same, the respective Grantor shall have a reasonable period of time to comply with such request United States. (d) It is understood and such "control" agreed that the Security Interests in Investment Property created hereunder shall not be required if prevent the Grantors from using such assets in the ordinary course of their respective Grantor is unable to obtain any required consents for such "control" after using commercially reasonable efforts to obtain same, and unless and until "control" of the respective Letter-of-Credit Rights is obtained in accordance with the above provisions of this Section 4.2 (including this sentence), there shall be no violation of any representation or warranty or covenant contained in this Agreement as a result thereofbusinesses.

Perfected Second Priority Liens. Subject to the terms of the Intercreditor Agreement, the security interests granted pursuant to this Agreement (a) upon completion of the filings and other actions specified on Schedule 3 (including obtaining "control" (within the meaning of the applicable Uniform Commercial Code) of Deposit Accounts and Securities Accounts (other than Permitted Unperfected Accounts), Investment Property and, This Agreement is effective to the extent requested in writing by the Collateral Agent, Letter-of-Credit Rights (which, in the case of all filings and other documents referred to on said Schedule, unless otherwise noted, have been delivered to the Collateral Agent in completed and, where applicable, duly executed form)) will constitute valid perfected security interests (to the extent perfection of security interests therein may be perfected by filing of UCC-1 financing statements and/or filings with the United States Patent and Trademark Office and United States Copyright Office, possession by the Collateral Agent of the respective Investment Property or "control" of Deposit Accounts and Securities Accounts) in all of the Collateral (excluding Letter-of-Credit Rights where written request has not been made by the Collateral Agent) create in favor of the Collateral AgentTrustee, for the ratable benefit of the Secured Parties, as collateral a legal, valid and enforceable security for such Grantor's Obligationsinterest in the Collateral. The security interests granted pursuant to this Agreement (i) when financing statements in appropriate form are filed in the offices specified on Schedule 4.2, enforceable (which schedule shall be deemed automatically updated from time to time in accordance with information provided pursuant to Section 5.5), shall constitute a perfected Lien on, and security interest in, all right, title and interest of the terms hereof against all creditors of Pledgors in such Grantor and any Persons purporting to purchase any Collateral from such Grantor, other than purchasers in which a security interest can be perfected by filing under the ordinary course of businessUniform Commercial Code, and (bii) are prior to all other Liens on when the Collateral in existence on which may be perfected by possession or control is delivered to the date hereof except for Liens permitted by Administrative Agent or the Second-Lien Note Documents and other Liens that have priority Administrative Agent or the Account Agent obtains control over the Liens granted hereunder on such Collateral, as agent of the Collateral by operation of law. Notwithstanding anything to the contrary contained above or elsewhere Trustee in this Agreement, but subject to accordance with the terms of the Intercreditor Agreement, such security interest shall constitute a perfected Lien on, and security interest in, all right, title and interest of the Pledgors in such Collateral, in the case of clause (i) and (ii) subject to no Liens other than Permitted Liens; provided that, in the case of any Permitted Junior Liens on any assets or property included in the Collateral, the Liens securing the Securities Obligations take priority over such Permitted Junior Liens. (b) When this Agreement (or any short form hereof mutually agreed upon by the Company and the Collateral Trustee for purposes of such filing) is filed in the United States Patent and Trademark Office and the United States Copyright Office and steps are taken under applicable foreign law to the extent of Intellectual Property created under such law, and, with respect to Letter-of-Credit Rights where Intellectual Property in which a security interest cannot be perfected solely by such filings, upon the relevant Grantor has been requested by filing of the financing statements referred to in clause (a) above, the security interest granted pursuant to this Agreement shall constitute a perfected Lien on, and security interest in, all right, title and interest of the Pledgors in the Intellectual Property included in the Collateral Agent subject to obtain "control" no Liens other than Permitted Liens; provided that, in the case of sameany Permitted Junior Liens on any Intellectual Property included in the Collateral, the respective Grantor Liens securing the Securities Obligations shall have take priority over such Permitted Junior Liens (it being understood that subsequent recordings in the United States Patent and Trademark Office and the United States Copyright Office and steps taken under applicable foreign law with respect to Intellectual Property created under such law may be necessary to perfect a reasonable period of time to comply with lien on registered Trademarks, Trademark applications, Patents, Patent applications and registered Copyrights and Copyright applications acquired by such request and such "control" shall not be required if Pledgor after the respective Grantor is unable to obtain any required consents for such "control" after using commercially reasonable efforts to obtain same, and unless and until "control" of the respective Letter-of-Credit Rights is obtained in accordance with the above provisions of this Section 4.2 (including this sentencedate hereof), there shall be no violation of any representation or warranty or covenant contained in this Agreement as a result thereof.

Perfected Second Priority Liens. (a) This Security Agreement is effective to create in favor of the Collateral Agent, for its benefit and for the benefit of the Secured Parties, legal, valid and enforceable Security Interests in the Collateral to the extent the enforceability of such obligation with respect to Stock of Foreign Subsidiaries is governed by the UCC, subject to the effects of bankruptcy, insolvency or similar laws affecting creditors’ rights generally and general equitable principles. (b) Subject to the terms limitations set forth in clause (c) of the Intercreditor Agreementthis Section 3.2, the security interests Security Interests granted pursuant to this Security Agreement (a) upon completion of the filings and other actions specified on Schedule 3 (including obtaining "control" (within the meaning of the applicable Uniform Commercial Code) of Deposit Accounts and Securities Accounts (other than Permitted Unperfected Accounts), Investment Property and, to the extent requested in writing by the Collateral Agent, Letter-of-Credit Rights (which, in the case of all filings and other documents referred to on said Schedule, unless otherwise noted, have been delivered to the Collateral Agent in completed and, where applicable, duly executed form)i) will constitute valid and perfected security interests (to the extent perfection of security interests therein may be perfected by filing of UCC-1 financing statements and/or filings with the United States Patent and Trademark Office and United States Copyright Office, possession by the Collateral Agent of the respective Investment Property or "control" of Deposit Accounts and Securities Accounts) Security Interests in all of the Collateral (excluding Letter-of-Credit Rights where written request has not been made as to which perfection may be obtained by the Collateral Agentfilings or other actions described in clause (A), (B) or (C) of this paragraph) in favor of the Collateral Agent, for the ratable benefit of the Secured Parties, as collateral security for such Grantor's the Obligations, enforceable in accordance with upon (A) the terms hereof against all creditors of such Grantor and any Persons purporting to purchase any Collateral from such Grantor, other than purchasers filing in the ordinary course applicable filing offices of businessall financing statements, in each case, naming each Grantor as “debtor” and the Collateral Agent as “secured party” and describing the Collateral, (B) subject to Section 8.1, delivery to the Collateral Agent (or its bailee) of all Instruments, Chattel Paper, Certificated Securities and negotiable Documents in each case, properly endorsed for transfer in blank and (C) completion of the filing, registration and recording of a fully executed agreement in the form hereof (or a supplement hereto) and containing a description of all Collateral constituting Intellectual Property in the United States Patent and Trademark Office (or any successor office) within the three month period (commencing as of December 17, 2010) or, in the case of Collateral constituting Intellectual Property acquired after December 17, 2010, thereafter pursuant to 35 USC § 261 and 15 USC § 1060 and the regulations thereunder with respect to United States Patents and United States registered Trademarks and in the United States Copyright Office (or any successor office) within the one month period (commencing as of the applicable date of acquisition or filing) or, in the case of Collateral constituting Intellectual Property acquired after December 17, 2010, thereafter with respect to United States registered Copyrights pursuant to 17 USC § 205 and the regulations thereunder as soon as reasonably practicable, and otherwise as may be required pursuant to the laws of any other necessary jurisdiction to the extent that a security interest may be perfected by such filings, registrations and recordings, and (bii) are prior or equal to all other Liens on the Collateral in existence on the date hereof except for other than Liens permitted by pursuant to each Second Lien Agreement. For the Second-Lien Note Documents and other Liens that have priority over avoidance of doubt, nothing in this Security Agreement shall be construed to impair in any manner any previous perfections obtained with respect to the Liens granted hereunder on Security Interests in the Collateral by operation of law. pursuant to the Original Security Agreement. (c) Notwithstanding anything to the contrary contained above or elsewhere herein, no Grantor shall be required to perfect the Security Interests granted by this Security Agreement (including Security Interests in this Agreementcash, but subject cash accounts and Investment Property) by any means other than by (i) filings pursuant to the terms Uniform Commercial Code of the Intercreditor Agreementrelevant State(s), (ii) filings approved by United States government offices with respect to Letter-of-Credit Rights where the relevant Grantor has been requested by Intellectual Property and (iii) subject to Section 8.1, delivery to the Collateral Agent (or its bailee) to obtain "control" be held in its possession of sameall Collateral consisting of Tangible Chattel Paper, Instruments or Certificated Securities with a fair market value in excess of $10,000,000 individually. (d) It is understood and agreed that the respective Grantor shall have a reasonable period of time to comply with such request Security Interests in cash and such "control" Investment Property created hereunder shall not be required if prevent the Grantors from using such assets in the ordinary course of their respective Grantor is unable to obtain any required consents for such "control" after using commercially reasonable efforts to obtain same, and unless and until "control" of the respective Letter-of-Credit Rights is obtained in accordance with the above provisions of this Section 4.2 (including this sentence), there shall be no violation of any representation or warranty or covenant contained in this Agreement as a result thereofbusinesses.

Perfected Second Priority Liens. Subject (i) This Agreement is effective ------------------------------- to create, as collateral security for the terms Obligations of such Grantor, valid and enforceable Liens on such Grantor's Collateral in favor of the Secured Parties, except as enforceability may be affected by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditor's rights generally, general equitable principles (whether considered in a proceeding in equity or at law) and an implied covenant of good faith and fair dealing. (ii) Except with regard to Liens (if any) on Specified Assets, upon the completion of the Filings, and the delivery to and continuing possession by the Secured Parties or their agent (or the Administrative Agent as bailee for the Secured Parties pursuant to the Intercreditor Agreement) of all Instruments, Chattel Paper and Documents a security interest in which is perfected by possession, and the obtaining and maintenance of "control" (as described in the Code) by the Secured Parties of all Deposit Accounts, the Collateral Proceeds Account and Electronic Chattel Paper a security interests granted interest in which is perfected by "control", the Liens created pursuant to this Agreement (a) upon completion of the filings and other actions specified on Schedule 3 (including obtaining "control" (within the meaning of the applicable Uniform Commercial Code) of Deposit Accounts and Securities Accounts (other than Permitted Unperfected Accounts), Investment Property and, to the extent requested in writing by the Collateral Agent, Letter-of-Credit Rights (which, in the case of all filings and other documents referred to on said Schedule, unless otherwise noted, have been delivered to the Collateral Agent in completed and, where applicable, duly executed form)) will constitute valid perfected security interests Liens on and (to the extent perfection of provided herein) perfected security interests therein may in such Grantor's Collateral in favor of the Secured Parties, and will be perfected prior to all other Liens of all other Persons other than Permitted Liens that are also permitted by filing the Credit Agreement, and enforceable as such as against all other Persons other than Ordinary Course Buyers, except to the extent that the recording of UCC-1 financing statements and/or filings with an assignment or other transfer of title to any Secured Party or the recording of other applicable documents in the United States Patent and Trademark Office and or United States Copyright Office, possession by the Collateral Agent of the respective Investment Property Office may be necessary for perfection or "control" of Deposit Accounts and Securities Accounts) in all of the Collateral (excluding Letter-of-Credit Rights where written request has not been made by the Collateral Agent) in favor of the Collateral Agent, for the ratable benefit of the Secured Parties, as collateral security for such Grantor's Obligations, enforceable in accordance with the terms hereof against all creditors of such Grantor and any Persons purporting to purchase any Collateral from such Grantor, other than purchasers in the ordinary course of businessenforceability, and except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors' rights generally and by general equitable principles (bwhether enforcement is sought by proceedings in equity or at law) are prior to all other Liens on the Collateral in existence on the date hereof except for Liens permitted or by the Second-Lien Note Documents an implied covenant of good faith and other Liens that have priority over the Liens granted hereunder on the Collateral by operation of lawfair dealing. Notwithstanding anything to the contrary contained above or elsewhere As used in this Agreement, but subject to the terms of the Intercreditor Agreement, with respect to Letter-of-Credit Rights where the relevant Grantor has been requested by the Collateral Agent to obtain "control" of sameSection 4.2.2(ii), the respective Grantor following terms shall have a reasonable period of time to comply with such request and such "control" shall not be required if the respective Grantor is unable to obtain any required consents for such "control" after using commercially reasonable efforts to obtain same, and unless and until "control" of the respective Letter-of-Credit Rights is obtained in accordance with the above provisions of this Section 4.2 (including this sentence), there shall be no violation of any representation or warranty or covenant contained in this Agreement as a result thereof.following meanings:

Perfected Second Priority Liens. Subject (a) This Agreement is effective to create, as collateral security for the terms Obligations of such Grantor, valid and enforceable Liens on such Grantor’s Collateral in favor of the Note Collateral Agent for the benefit of the Secured Parties, except as enforceability may be affected by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally, general equitable principles (whether considered in a proceeding in equity or at law) and an implied covenant of good faith and fair dealing. (b) Except with regard to (i) Liens (if any) on Specified Assets and (ii) any rights in favor of the United States government as required by law (if any), upon the completion of the Filings and, with respect to Instruments, Chattel Paper and Documents, upon the earlier of such Filing or the delivery to and continuing possession by the Note Collateral Agent, the applicable Collateral Representative or any Additional Agent, as applicable, in accordance with any applicable Intercreditor Agreement, of all Instruments, Chattel Paper and Documents a security interest in which is perfected by possession, and upon the security interests granted pursuant to this Agreement obtaining and maintenance of “control” (a) upon completion of as described in the filings and other actions specified on Schedule 3 (including obtaining "control" (within the meaning of the applicable Uniform Commercial Code) of Deposit Accounts and Securities Accounts (other than Permitted Unperfected Accounts), Investment Property and, to the extent requested in writing by the Note Collateral Agent, the Original Senior Lien Agent, the applicable Collateral Representative or any Additional Agent, as applicable (or their respective agents appointed for purposes of perfection), in accordance with any applicable Intercreditor Agreement of the Collateral Proceeds Account, all Electronic Chattel Paper and all Letter-of-Credit Rights (whicha security interest in which is perfected by “control”, in the case of all filings and other documents referred Liens created pursuant to on said Schedule, unless otherwise noted, have been delivered to the Collateral Agent in completed and, where applicable, duly executed form)) this Agreement will constitute valid perfected security interests Liens on and (to the extent perfection of provided herein) perfected security interests therein may in such Grantor’s Collateral in favor of the Note Collateral Agent for the benefit of the Secured Parties, and will be perfected by filing prior to all other Liens of UCC-1 financing statements and/or filings all other Persons securing Indebtedness, in each case other than Permitted Liens (and subject to any applicable Intercreditor Agreement), and enforceable as such as against all other Persons other than Ordinary Course Transferees, except to the extent that the recording of an assignment or other transfer of title to the Note Collateral Agent, the Original Senior Lien Agent or the applicable Collateral Representative or any Additional Agent (in accordance with any applicable Intercreditor Agreement) or the recording of other applicable documents in the United States Patent and Trademark Office and or United States Copyright Office, possession by the Collateral Agent of the respective Investment Property Office may be necessary for perfection or "control" of Deposit Accounts and Securities Accounts) in all of the Collateral (excluding Letter-of-Credit Rights where written request has not been made by the Collateral Agent) in favor of the Collateral Agent, for the ratable benefit of the Secured Parties, as collateral security for such Grantor's Obligations, enforceable in accordance with the terms hereof against all creditors of such Grantor and any Persons purporting to purchase any Collateral from such Grantor, other than purchasers in the ordinary course of businessenforceability, and except as enforceability may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally, general equitable principles (bwhether considered in a proceeding in equity or at law) are prior to all other Liens on the Collateral in existence on the date hereof except for Liens permitted by the Second-Lien Note Documents and other Liens that have priority over the Liens granted hereunder on the Collateral by operation an implied covenant of lawgood faith and fair dealing. Notwithstanding anything to the contrary contained above or elsewhere As used in this Agreement, but subject to the terms of the Intercreditor Agreement, with respect to Letter-of-Credit Rights where the relevant Grantor has been requested by the Collateral Agent to obtain "control" of sameSection 4.2.2(b), the respective Grantor following terms shall have a reasonable period of time to comply with such request and such "control" shall not be required if the respective Grantor is unable to obtain any required consents for such "control" after using commercially reasonable efforts to obtain same, and unless and until "control" of the respective Letter-of-Credit Rights is obtained in accordance with the above provisions of this Section 4.2 (including this sentence), there shall be no violation of any representation or warranty or covenant contained in this Agreement as a result thereof.following meanings:

Perfected Second Priority Liens. Subject to Each financing statement naming any Grantor as a debtor is in appropriate form for filing in the terms of the Intercreditor Agreement, the security interests appropriate filing offices specified on Schedule 3.6. The Security Interests granted pursuant to this Agreement (a) upon completion of the filings and other actions specified on Schedule 3 (including obtaining "control" (within the meaning of the applicable Uniform Commercial Code) of Deposit Accounts and Securities Accounts (other than Permitted Unperfected Accounts), Investment Property and, to the extent requested in writing by the Collateral Agent, Letter-of-Credit Rights (which, in the case of all filings and other documents referred to on said Schedule, unless otherwise noted, have been delivered to the Collateral Agent in completed and, where applicable, duly executed form)) will constitute valid perfected security interests (to the extent perfection of security interests therein may be perfected by filing of UCC-1 financing statements and/or filings with the United States Patent and Trademark Office and United States Copyright Office, possession by the Collateral Agent of the respective Investment Property or "control" of Deposit Accounts and Securities Accounts) in all of the Collateral (excluding Letter-of-Credit Rights where written request has not been made by the Collateral Agent) in favor of the Collateral Administrative Agent, for the ratable benefit of the Secured Parties, as collateral security for such Grantor's the Obligations, enforceable in accordance with the terms hereof against all creditors of such Grantor and any Persons purporting to purchase any Collateral from such Grantor, other than purchasers in the ordinary course of business, and (b): (i) are when UCC financing statements (or foreign equivalents) containing an adequate description of the Collateral shall have been filed in the offices specified in Schedule 3.6, will constitute perfected security interests in all right, title and interest of such Grantor in the Collateral to the extent that a security interest therein may be perfected by filing pursuant to the UCC, prior to all other Liens on the Collateral in existence on the date hereof and rights of others therein except for Liens permitted by Permitted Liens; (ii) when each Copyright security agreement has been filed with the Second-Lien Note Documents United States Copyright Office, will constitute perfected security interests in all right, title and interest of such Grantor in the Intellectual Property therein described, prior to all other Liens that have priority over the Liens granted hereunder on the Collateral by operation and rights of law. Notwithstanding anything others therein except for Permitted Liens; and (iii) when each control agreement has been executed and delivered to the contrary contained above or elsewhere Administrative Agent, will constitute perfected security interests in this Agreementall right, but title and interest of the Grantors in the Deposit Accounts and Securities Accounts, as applicable, subject thereto, prior to all other Liens and rights of others therein and subject to the terms of the Intercreditor Agreement, with respect to Letter-of-Credit Rights where the relevant Grantor has been requested by the Collateral Agent to obtain "control" of same, the respective Grantor shall have a reasonable period of time to comply with such request and such "control" shall not be required if the respective Grantor is unable to obtain any required consents no adverse claims except for such "control" after using commercially reasonable efforts to obtain same, and unless and until "control" of the respective Letter-of-Credit Rights is obtained in accordance with the above provisions of this Section 4.2 (including this sentence), there shall be no violation of any representation or warranty or covenant contained in this Agreement as a result thereofPermitted Liens.

Perfected Second Priority Liens. Subject to the terms of the Intercreditor Agreement, the security interests granted pursuant to this Agreement (a) upon completion of the filings and other actions specified on Schedule 3 (including obtaining "“control" ” (within the meaning of the applicable Uniform Commercial Code) of Deposit Accounts and Securities Accounts (other than Permitted Unperfected Accounts), Investment Property and, to the extent requested in writing by the Collateral Agent, Letter-of-Credit Rights (which, in the case of all filings and other documents referred to on said Schedule, unless otherwise noted, have been delivered to the Collateral Agent in completed and, where applicable, duly executed form)) will constitute valid perfected security interests (to the extent perfection of security interests therein may be perfected by filing of UCC-1 financing statements and/or filings with the United States Patent and Trademark Office and United States Copyright Office, possession by the Collateral Agent of the respective Investment Property or "“control" ” of Deposit Accounts and Securities Accounts) in all of the Collateral (excluding Letter-of-Credit Rights where written request has not been made by the Collateral Agent) in favor of the Collateral Agent, for the ratable benefit of the Secured Parties, as collateral security for such Grantor's ’s Obligations, enforceable in accordance with the terms hereof against all creditors of such Grantor and any Persons purporting to purchase any Collateral from such Grantor, other than purchasers in the ordinary course of business, and other than purchasers under transactions permitted under the Indenture, and (b) are prior to all other Liens on the Collateral in existence on the date hereof except for (i) Liens granted under the Security Documents, (ii) Liens permitted by the Second-Lien Note Documents Indenture and (iii) other Liens that which have priority over the Liens granted hereunder on the Collateral by operation of law. Notwithstanding anything to the contrary contained above or elsewhere in this Agreement, but nonetheless subject to the terms of the Intercreditor Agreement, with respect to Letter-of-Credit Rights where the relevant Grantor has been requested by the Collateral Agent to obtain "“control" ” of same, the respective Grantor shall have a reasonable period of time to comply with such request and such "“control" ” shall not be required if the respective Grantor is unable to obtain any required consents for such "“control" ” after using commercially reasonable efforts to obtain same, and unless and until "“control" ” of the respective Letter-of-Credit Rights is obtained in accordance with the above provisions of this Section 4.2 4.3 (including this sentence), there shall be no violation of any representation or warranty or covenant contained in this Agreement as a result thereof.