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

Perfection and Protection of Security Interest. (a) The Borrower shall, at its expense, perform all steps requested by the Agent at any time to perfect, maintain, protect, and enforce the Agent’s Liens, including: (i) executing, delivering and/or recording of filing financing or continuation statements, and amendments thereof, in form and substance reasonably satisfactory to the Agent; (ii) delivering to the Agent the originals of all instruments, documents, and chattel paper, and all other Collateral of which the Agent determines it should have physical possession in order to perfect and protect the Agent’s security interest therein, duly pledged, endorsed or assigned to the Agent without restriction; (iii) placing notations on the Borrower’s books of account to disclose the Agent’s security interest; and (iv) taking such other steps as are deemed necessary or desirable by the Agent to maintain and protect the Agent’s Liens. To the extent permitted by applicable law, the Agent may file, without the Borrower’s signature, one or more financing statements disclosing the Agent’s Liens. The Borrower agrees that a carbon, photographic, photostatic, or other reproduction of this Agreement or of a financing statement is sufficient as a financing statement. (b) If any Collateral is at any time in the possession or control of any warehouseman, bailee or any of the Borrower’s agents or processors, then the Borrower shall notify the Agent thereof and shall, at the request of Agent, notify such Person of the Agent’s security interest in such Collateral and instruct such Person to hold all such Collateral for the Agent’s account subject to the Agent’s instructions. If at any time any Collateral is located in any operating facility of the Borrower not owned by the Borrower, then the Borrower shall, at the request of the Agent, obtain written landlord lien waivers or subordinations, in form and substance reasonably satisfactory to the Agent, of all present and future Liens to which the owner or lessor of such premises may be entitled to assert against the Collateral. (c) From time to time, the Borrower shall, upon the Agent’s request, execute and deliver confirmatory written instruments pledging to the Agent, for the ratable benefit of the Agent and the Lenders, the Collateral with respect to the Borrower, but the Borrower’s failure to do so shall not affect or limit any security interest or any other rights of the Agent or any Lender in and to the Collateral with respect to the Borrower. So long as this Agreement is in effect and until all Obligations have been fully satisfied, the Agent’s Liens shall continue in full force and effect in all Collateral (whether or not deemed eligible for the purpose of calculating the Availability or as the basis for any advance, loan, extension of credit, or other financial accommodation). (d) Except with respect to Collateral delivered to the Agent pursuant to this Section 6.2, the Borrower shall immediately following the execution or receipt of a Contract, stamp on the Contract the following words: “This document is subject to a security interest in favor of Bank of America, N.A., as agent”.

Perfection and Protection of Security Interest. (a) The Borrower shall, at its expense, perform take all steps actions requested by the Agent FINOVA at any time to perfect, maintain, protect, protect and enforce FINOVA's first priority security interest and other rights in the Agent’s LiensCollateral and the priority thereof from time to time, including: , without limitation, (i) executing, delivering and/or recording of executing and filing financing or continuation statements, statements and amendments thereofthereof and executing and delivering such documents and titles in connection with motor vehicles as FINOVA shall require, all in form and substance reasonably satisfactory to the Agent; FINOVA, (ii) maintaining a perpetual inventory and complete and accurate stock records, (iii) delivering to FINOVA warehouse receipts covering any portion of the Agent the originals of all instruments, documentsCollateral located in warehouses and for which warehouse receipts are issued, and chattel papertransferring Inventory to warehouses designated by FINOVA, and all other Collateral of which the Agent determines it should have physical possession in order to perfect and protect the Agent’s security interest therein, duly pledged, endorsed or assigned to the Agent without restriction; (iiiiv) placing notations on the Borrower’s 's books of account to disclose the Agent’s FINOVA's security interest; interest therein and (ivv) taking such other steps as are deemed necessary or desirable by the Agent delivering to maintain and protect the Agent’s LiensFINOVA all letters of credit on which Borrower is named beneficiary. To the extent permitted by applicable law, the Agent FINOVA may file, without the Borrower’s 's signature, one or more financing statements disclosing the Agent’s LiensFINOVA's security interest under this Agreement. The Borrower agrees that a carbon, photographic, photostatic, photostatic or other reproduction of this Agreement or of a financing statement is sufficient as a financing statement. (b) . If any Collateral is at any time in the possession or control of any warehouseman, bailee or any of the Borrower’s 's agents or processors, then the Borrower shall notify the Agent thereof and shall, at the request of Agent, notify such Person of the Agent’s FINOVA's security interest in such Collateral and and, upon FINOVA's request, instruct such Person them to hold all such Collateral for the Agent’s FINOVA's account subject to the Agent’s FINOVA's instructions. If at any time any Collateral is located in any operating facility of the Borrower not owned by the Borrower, then the Borrower shall, at the request of the Agent, obtain written landlord lien waivers or subordinations, in form and substance reasonably satisfactory to the Agent, of all present and future Liens to which the owner or lessor of such premises may be entitled to assert against the Collateral. (c) From time to time, the Borrower shall, upon the Agent’s FINOVA's request, execute and deliver confirmatory written instruments pledging to the Agent, for the ratable benefit of the Agent and the Lenders, the Collateral with respect to the BorrowerFINOVA, but the Borrower’s 's failure to do so shall not affect or limit any FINOVA's security interest or any other rights of the Agent or any Lender in and to the Collateral with respect to Collateral. Until the Borrower. So long as this Agreement is in effect and until all Obligations have been fully satisfiedsatisfied and FINOVA's obligation to make further advances hereunder has terminated, FINOVA's security interest in the Agent’s Liens Collateral shall continue in full force and effect in all Collateral (whether or not deemed eligible for the purpose of calculating the Availability or as the basis for any advance, loan, extension of credit, or other financial accommodation)effect. (d) Except with respect to Collateral delivered to the Agent pursuant to this Section 6.2, the Borrower shall immediately following the execution or receipt of a Contract, stamp on the Contract the following words: “This document is subject to a security interest in favor of Bank of America, N.A., as agent”.

Perfection and Protection of Security Interest. (a) The Borrower Each Loan Party shall, at its expense, perform all steps requested by the Agent at any time to more fully effectuate, perfect, maintain, protect, and enforce the Agent’s 's Liens, including, without limitation, at the request of the Agent: (i) executing, delivering and/or filing and recording of any additional security agreements or assignments with respect to the Collateral and filing or authorizing the Agent to file financing or continuation statements, and amendments thereof, in form and substance reasonably satisfactory to the Agent; (ii) delivering to the Agent the originals of all instrumentsInstruments, documentsDocuments, and chattel paperChattel Paper of such Loan Party constituting Revolving Lender Priority Collateral, and all other Revolving Lender Priority Collateral of which the Agent determines it should have physical possession in order to perfect and protect the Agent’s 's security interest therein, duly pledged, endorsed or assigned to the Agent without restriction; (iii) delivering to the Agent warehouse receipts covering any portion of the Collateral located in warehouses and for which warehouse receipts are issued and certificates of title covering any portion of the Collateral for which certificates of title have been issued; (iv) when an Event of Default exists and is continuing, transferring its Inventory to warehouses designated by the Agent; (v) placing notations on the Borrower’s such Loan Party's books of account to disclose the Agent’s 's security interest; (vi) obtaining control agreements from securities intermediaries with respect to financial assets in the possession of securities intermediaries; (vii) obtaining control agreements from banks and other financial institutions with respect to deposit accounts (ivas defined in the UCC) maintained at such bank or other financial institution; (viii) assigning and delivering to the Agent all Supporting Obligations, including letters of credit on which such Loan Party is named beneficiary with the written consent of the issuer thereof, (ix) taking such other steps as are deemed necessary or desirable by the Agent to maintain and protect the Agent’s 's Liens. To the extent permitted by applicable law, Each Loan Party hereby authorizes the Agent may file, without the Borrower’s signature, to file one or more financing statements disclosing the Agent’s 's Liens. The Borrower Each Loan Party agrees that a carbon, photographic, photostatic, or other reproduction of this Agreement or of a financing statement is sufficient as a financing statement. (b) If any Collateral of a Loan Party is at any time in the possession or control of any warehouseman, bailee or any of the Borrower’s a Loan Party's agents or processors, then the Borrower such Loan Party shall notify the Agent thereof and shall, at shall use commercially reasonable efforts if requested by the request of Agent, notify Agent obtain a bailee letter acknowledged by the bailee that notifies such Person of the Agent’s 's security interest in such Collateral and instruct instructs such Person to hold all such Collateral for the Agent’s 's account subject to the Agent’s 's instructions; provided, however, that Agent agrees that it shall give not give any such instructions regarding the Collateral unless an Event of Default has occurred and is continuing. If at any time any Collateral is located in any operating facility of the Borrower not owned a Loan Party that is leased by such Loan Party, then such Loan Party shall use commercially reasonable efforts if requested by the Borrower, then the Borrower shall, at the request of the Agent, Agent to obtain written landlord lien waivers or subordinations, in form and substance reasonably satisfactory to the Agent, of that waives or subordinates all present and future Liens to which the owner or lessor of such premises may be entitled to assert against such Collateral and permits the CollateralAgent to have access to such leased premises in connection with the exercise by the Agent of rights and remedies with respect to the Collateral located therein. (c) From time to time, the Borrower each Loan Party shall, upon the Agent’s 's request, execute and deliver confirmatory written instruments pledging to the Agent, for the ratable benefit of the Agent and the Lenders, the Collateral with respect to the Borrowerin which such Loan Party has an interest, but the Borrower’s such Loan Party's failure to do so shall not affect or limit any the Agent's security interest or any other rights of the Agent or any Lender in and to the Collateral with respect to the Borrowersuch Loan Party. So long as this Agreement is in effect and until all Obligations have been fully satisfied, the Agent’s 's Liens shall continue in full force and effect in all Collateral (whether or not deemed eligible for the purpose of calculating the Combined Availability or as the basis for any advance, loan, extension of credit, or other financial accommodation). (d) Except with respect to Collateral delivered to the Agent pursuant to this Section 6.2, the Borrower shall immediately following the execution or receipt of a Contract, stamp on the Contract the following words: “This document is subject to a security interest in favor of Bank of America, N.A., as agent”.

Perfection and Protection of Security Interest. (a) The Borrower Grantor shall, at its expense, perform all steps requested by the Agent at any time to perfect, maintain, protect, and enforce the Agent’s Liens, including: (i) executing, delivering and/or filing and recording of the Mortgage(s) and executing and filing financing or continuation statements, and amendments thereof, in form and substance reasonably satisfactory to the Agent; (ii) delivering to the Agent warehouse receipts covering any portion of the originals Collateral located in warehouses and for which warehouse receipts are issued and certificates of all instruments, documents, and chattel paper, and all other Collateral title covering any portion of the collateral for which the Agent determines it should certificates of title have physical possession in order to perfect and protect the Agent’s security interest therein, duly pledged, endorsed or assigned to the Agent without restrictionbeen issued; (iii) placing notations on the BorrowerGrantor’s books of account to disclose the Agent’s security interest; and (iv) taking such other steps as are deemed necessary or desirable by the Agent to maintain and protect the Agent’s Liens. To the extent permitted by applicable law, the Agent may file, without the Borrower’s signature, one or more financing statements disclosing the Agent’s Liens. The Borrower Grantor agrees that a carbon, photographic, photostatic, or other reproduction of this Security Agreement or of a financing statement is sufficient as a financing statement. (b) If any Collateral is at any time in the possession or control of any warehouseman, bailee or any of the Borrower’s agents or processors, then the Borrower shall notify the Agent thereof and shall, at the request of Agent, notify such Person of the Upon Agent’s security interest request and after the occurrence of an Event of Default, Grantor shall deliver to Agent all Collateral consisting of negotiable Documents, certificated securities (accompanied by stock powers executed in such Collateral blank), Chattel Paper and instruct such Person to hold all such Collateral for Instruments promptly after Grantor receives the Agent’s account subject to the Agent’s instructions. If at any time any Collateral is located in any operating facility of the Borrower not owned by the Borrower, then the Borrower shall, at the request of the Agent, obtain written landlord lien waivers or subordinations, in form and substance reasonably satisfactory to the Agent, of all present and future Liens to which the owner or lessor of such premises may be entitled to assert against the Collateralsame. (c) Grantor shall, in accordance with the terms of the Credit Agreement, obtain or use its best efforts to obtain waivers or subordinations of Liens from landlords and mortgagees, and Grantor shall in all instances obtain signed acknowledgements of Agent’s Liens from bailees having possession of any Collateral that they hold for the benefit of Agent. (d) If required by the terms of the Credit Agreement and not waived by Agent in writing (which waiver may be revoked), Grantor shall obtain authenticated control agreements from each issuer of uncertificated securities, securities intermediary, or commodities intermediary issuing or holding any financial assets or commodities to or for Grantor. (e) If Grantor is or becomes the beneficiary of a letter of credit Grantor shall direct all payments thereunder to the Payment Account. (f) Grantor shall take all steps necessary, as requested by Agent, to grant the Agent control of all electronic chattel paper in accordance with the Code and all “transferable records” as defined in the Uniform Electronic Transactions Act. (g) Grantor hereby irrevocably authorizes the Agent at any time and from time to time to file in any filing office in any Uniform Commercial Code jurisdiction any initial financing statements and amendments thereto that (a) indicate the Collateral (i) as set forth herein, regardless of whether any particular asset comprised in the Collateral falls within the scope of Division 9 of the UCC of the State of California or such other jurisdiction, or (ii) as being of an equal or lesser scope or with greater detail, and (b) contain any other information required by Part 5 of Division 9 of the UCC of the State of California or such other jurisdiction for the sufficiency or filing office acceptance of any financing statement or amendment, including (i) whether Grantor is an organization, the type of organization and any organization identification number issued to Grantor, and (ii) in the case of a financing statement filed as a fixture filing or indicating Collateral as as-extracted collateral or timber to be cut, a sufficient description of real property to which the Collateral relates. Grantor agrees to furnish any such information to the Agent promptly upon request. Grantor also ratifies its authorization for the Agent to have filed in any Uniform Commercial Code jurisdiction any like initial financing statements or amendments thereto if filed prior to the date hereof. (h) Any commercial tort claim (as defined in the UCC) acquired by the Grantor which the Grantor is required to disclose to the SEC in accordance with the Exchange Act shall be disclosed to Agent, and unless otherwise consented to by Agent, the Grantor shall enter into a supplement to this Security Agreement, granting to Agent a Lien in such commercial tort claim. (i) From time to time, the Borrower Grantor shall, upon the Agent’s request, execute and deliver confirmatory written instruments pledging to the Agent, for the ratable benefit of the Agent and the Lenders, the Collateral with respect to the BorrowerCollateral, but the BorrowerGrantor’s failure to do so shall not affect or limit any security interest or any other rights of the Agent or any Lender in and to the Collateral with respect to the BorrowerGrantor. So long as this the Credit Agreement is in effect and until all Obligations have been fully satisfied, the Agent’s Liens shall continue in full force and effect in all Collateral (whether or not deemed eligible for the purpose of calculating the Availability or as the basis for any advance, loan, extension of credit, or other financial accommodation). (d) Except with respect to Collateral delivered to the Agent pursuant to this Section 6.2, the Borrower shall immediately following the execution or receipt of a Contract, stamp on the Contract the following words: “This document is subject to a security interest in favor of Bank of America, N.A., as agent”.

Perfection and Protection of Security Interest. (a) The Borrower shall, at its expense, perform take all steps actions requested by the Agent FINOVA at any time to perfect, maintain, protect, protect and enforce FINOVA's first priority security interest and other rights in the Agent’s LiensCollateral and the priority thereof from time to time, including: , without limitation, (i) executing, delivering and/or recording of executing and filing financing or continuation statements, statements and amendments thereofthereof and executing and delivering such documents and titles in connection with motor vehicles as FINOVA shall require, all in form and substance reasonably satisfactory to the Agent; FINOVA, (ii) maintaining a perpetual inventory or other accounting system satisfactory to FINOVA and complete and accurate stock records, (iii) delivering to FINOVA appropriate documents as required by FINOVA covering any portion of the Agent the originals of all instrumentsCollateral located in warehouses and for which warehouse receipts are issued, documents, and chattel paper, and all other Collateral of which the Agent determines it should have physical possession in order to perfect and protect the Agent’s security interest therein, duly pledged, endorsed or assigned to the Agent without restriction; (iiiiv) placing notations on the Borrower’s 's books of account to disclose the Agent’s FINOVA's security interest; interest therein and (ivv) taking such other steps as are deemed necessary or desirable by the Agent delivering to maintain and protect the Agent’s LiensFINOVA all letters of credit on which Borrower is named beneficiary. To the extent permitted by applicable law, the Agent FINOVA may file, without the Borrower’s 's signature, one or more financing statements disclosing the Agent’s LiensFINOVA's security interest under this Agreement. The Borrower agrees that a carbon, photographic, photostatic, photostatic or other reproduction of this Agreement or of a financing statement is sufficient as a financing statement. (b) . If any Collateral is at any time in the possession or control of any warehouseman, bailee or any of the Borrower’s 's agents or processors, then the Borrower shall notify the Agent thereof and shall, at the request of Agent, notify such Person of the Agent’s FINOVA's security interest in such Collateral and and, upon FINOVA's request, instruct such Person them to hold all such Collateral for the Agent’s FINOVA's account subject to the Agent’s FINOVA's instructions. If at any time any Collateral is located in any operating facility of the Borrower not owned by the Borrower, then the Borrower shall, at the request of the Agent, obtain written landlord lien waivers or subordinations, in form and substance reasonably satisfactory to the Agent, of all present and future Liens to which the owner or lessor of such premises may be entitled to assert against the Collateral. (c) From time to time, the Borrower shall, upon the Agent’s FINOVA's request, execute and deliver confirmatory written instruments pledging to the Agent, for the ratable benefit of the Agent and the Lenders, the Collateral with respect to the BorrowerFINOVA, but the Borrower’s 's failure to do so shall not affect or limit any FINOVA's security interest or any other rights of the Agent or any Lender in and to the Collateral with respect to Collateral. Until the Borrower. So long as this Agreement is in effect and until all Obligations have been fully satisfiedsatisfied and any obligation of FINOVA to make further advances hereunder has terminated, FINOVA's security interest in the Agent’s Liens Collateral shall continue in full force and effect in all Collateral (whether or not deemed eligible for the purpose of calculating the Availability or as the basis for any advance, loan, extension of credit, or other financial accommodation)effect. (d) Except with respect to Collateral delivered to the Agent pursuant to this Section 6.2, the Borrower shall immediately following the execution or receipt of a Contract, stamp on the Contract the following words: “This document is subject to a security interest in favor of Bank of America, N.A., as agent”.

Perfection and Protection of Security Interest. (a) The Borrower Except as explicitly set forth herein or in the Credit Agreement, each Grantor shall, at its expense, perform all steps reasonably requested in writing by the Agent at any time to perfect, maintain, protect, and enforce maintain or protect the Agent’s Liens, including: (i) executingexecuting filings pursuant to the UCC in the office of the secretary of state (or similar central filing office) of the relevant state(s); (ii) executing and delivering customary filings in (A) the USPTO with respect to any Collateral constituting U.S. issued patents and registered trademarks and any applications therefor and (B) the United States Copyright Office of the Library of Congress (“USCO”) with respect to copyright registrations; (iii) causing certificates of title to be issued for all Titled Goods, delivering and/or recording the Agent’s Lien to be noted thereon in each case in accordance with the provisions of filing financing the Credit Agreement and the other Loan Documents to which such Grantor is a party; (iv) when an Event of Default pursuant to Section 10.1(a), (e), (f), (g), (h), (i) or continuation statements(n) of the Credit Agreement has occurred and is continuing, and amendments thereofat the reasonable request of the Agent, in form and substance reasonably satisfactory transferring Inventory to warehouses or other locations designated by the Agent; (iiv) delivering to the Agent the originals when an Event of all instrumentsDefault has occurred and is continuing, documents, and chattel paper, and all other Collateral of which the Agent determines it should have physical possession in order to perfect and protect the Agent’s security interest therein, duly pledged, endorsed or assigned to the Agent without restriction; (iii) placing notations on the Borrowersuch Grantor’s books of account to disclose the Agent’s security interestLiens; and (ivvi) taking such other steps as are deemed necessary or desirable reasonably requested by the Agent to maintain and protect the Agent’s Liens. To Liens in the extent permitted Collateral; and (vii) in the case of the Security Collateral, (A) if any Pledged Debt shall be evidenced by applicable lawa promissory note or other instrument with an individual amount in excess of $50,000,000, deliver and pledge to the Agent may filesuch note or instrument duly indorsed and accompanied by duly executed instruments of transfer or assignment, without all in form and substance reasonably satisfactory to the Borrower’s signature, one or more financing statements disclosing Agent and (B) deliver and pledge to the Agent’s Liens. The Borrower agrees , for the benefit of the Secured Parties, certificates representing Pledged Equity that a carbonconstitutes certificated securities, photographicaccompanied by undated stock powers executed in blank; provided that notwithstanding any other provision of this Agreement, photostaticnone of the Grantors will be required to (I) take any action in any jurisdiction other than the United States of America (including any state thereof), or required by the laws of any such non-U.S. jurisdiction, or enter into any security agreement or pledge agreement governed by the laws of any such non-U.S. jurisdiction, in order to either create any security interests (or other reproduction Liens) in assets located or titled outside of this Agreement the United States of America (including any state thereof) or to perfect any security interests (or other Liens) in any non-U.S. Collateral, (II) deliver landlord lien waivers, estoppels or collateral access letters, (III) file any fixture filing with respect to any security interest in fixtures affixed to or attached to any real property or (IV) take any action to perfect any Liens in any intellectual property created, registered or applied-for in any jurisdiction other than the United States of a financing statement is sufficient as a financing statementAmerica. (b) If any Collateral is Unless the Agent shall otherwise consent in writing (which consent may be revoked at any time and from time to time), each Grantor shall deliver to the Agent all the Collateral consisting of negotiable Documents, Chattel Paper and Instruments (other than checks received and processed in the possession ordinary course), in each case, with an individual value in excess of $50,000,000, promptly after such Grantor receives the same, but if any Event of Default has occurred and is continuing, each Grantor agrees to deliver to the Agent all such Collateral (regardless of value) upon the Agent’s request. (c) Upon obtaining an interest therein (subject to the time period specified in Section 7.17(a) or any comparable provision of the Credit Agreement), unless waived by the Agent in writing (which waiver may be revoked at any time and from time to time), each Grantor shall obtain control or blocked account agreements in form and substance reasonably satisfactory to the Agent (provided that such control or blocked account agreements shall be deemed to be in form and substance reasonably satisfactory to the Agent if such control or blocked account agreements are substantially consistent with any control or blocked account agreements in effect as of the date hereof) executed and delivered by (i) each securities intermediary and commodities intermediary issuing or holding any financial assets or commodities to or for such Grantor, except for securities and commodities accounts of the Grantors that are not Material Accounts, and (ii) each depository bank at which such Grantor maintains a Material Account. (d) If any Grantor is or becomes the beneficiary of a letter of credit with an individual face amount in excess of $50,000,000, other than a letter of credit not constituting Supporting Obligations in respect of any warehousemanCollateral pursuant to which such Grantor is required by applicable law or contract to apply the proceeds of a drawing of such letter of credit for a specified purpose (other than a payment to a Grantor), bailee or any of the Borrower’s agents or processors, then the Borrower such Grantor shall promptly notify the Agent thereof and shalland, at the request of Agent, notify such Person of the Agent’s security interest in such Collateral and instruct such Person to hold all such Collateral for the Agent’s account subject to the Agent’s instructions. If at any time any Collateral is located in any operating facility of the Borrower not owned unless otherwise consented by the Borrower, then the Borrower shall, at the request of the Agent, obtain written landlord lien waivers or subordinationsuse its commercially reasonable efforts to enter into a tri-party agreement with the Agent and the issuer and/or confirming bank with respect to Letter-of-Credit Rights, whereby such Grantor assigns such Letter-of-Credit Rights to the Agent and directs all payments thereunder to the Payment Account, all in form and substance reasonably satisfactory to the Agent, of all present and future Liens to which the owner or lessor of such premises may be entitled to assert against the Collateral. (ce) From Each Grantor shall take all commercially reasonable steps necessary to grant the Agent control of all electronic chattel paper in accordance with the UCC or other applicable law and all “transferable records” as defined in the Uniform Electronic Transactions Act. (f) Each Grantor hereby irrevocably authorizes the Agent at any time and from time to timetime to file any UCC financing statements or amendments thereto in the applicable office of the secretary of state (or similar central filing office) in the United States that (i) indicate the Collateral (A) as all assets of such Grantor or words of similar effect, regardless of whether any particular asset comprised in the Collateral falls within the scope of Article 9 of the UCC of the State of New York or such jurisdiction, or (B) as being of an equal or lesser scope or with greater detail, and (ii) contain any other information required by part 5 of Article 9 of the UCC of the State of New York or such jurisdiction for the sufficiency or filing office acceptance of any UCC financing statement or amendment, including where applicable whether such Grantor is an organization, the Borrower shalltype of organization and any organization identification number issued to such Grantor. Each Grantor agrees to furnish any such information to the Agent promptly upon request. Each Grantor also ratifies its authorization for the Agent to have filed in the applicable office of the secretary of state (or similar central filing office) in the United States any like UCC financing statements or amendments thereto if filed prior to the date hereof. (g) Each Grantor shall promptly notify the Agent of any commercial tort claim (as defined in the UCC) with a value estimated in good faith by the Company to be in excess of $50,000,000, upon the Agent’s request, execute initiated or acquired by it and deliver confirmatory written instruments pledging to unless otherwise consented by the Agent, for the ratable benefit of such Grantor shall enter into a supplement to this Agreement, granting to the Agent and the Lenders, the Collateral with respect to the Borrower, but the Borrower’s failure to do so shall not affect or limit any security interest or any other rights a Lien in such commercial tort claim. (h) Until Full Payment of the Agent or any Lender in and to the Collateral with respect to the Borrower. So long as this Agreement is in effect and until all Obligations have been fully satisfiedSecured Obligations, the Agent’s Liens shall continue in full force and effect in all the Collateral (whether or not deemed eligible for the purpose of calculating the Availability or as the basis for any advance, loan, extension of credit, or other financial accommodation), provided that, the Agent agrees to release its Lien in any Collateral that is sold or disposed of by a Grantor as permitted pursuant to the Credit Agreement subject to the satisfaction of any conditions to release (if any) set forth in the Credit Agreement, including the continuance of the Agent’s Lien in any proceeds of such released Collateral. (di) Except with respect to Collateral delivered Each Grantor will give prompt written notice to the Agent pursuant of any change in its name, legal form or jurisdiction of organization (whether by merger or otherwise) (and in any event, within 30 days of such change); provided that, promptly after receiving a written request therefor from the Agent, such Grantor shall deliver to this Section 6.2the Agent all additional financing statements and other documents reasonably necessary or desirable to maintain the validity, perfection and priority of the Borrower shall immediately following security interests created hereunder and other documents reasonably requested by the execution or Agent to maintain the validity, perfection and priority of the security interests as and to the extent provided for herein and upon receipt of a Contract, stamp on such additional financing statements the Contract Agent shall either promptly file such additional financing statements or approve the following words: “This document is subject filing of such additional financing statements by such Grantor. Upon any such approval such Grantor shall proceed with the filing of the additional financing statements and deliver copies (or other evidence of filing) of the additional filed financing statements to the Agent. (j) No Grantor shall enter into any contract or agreement that restricts or prohibits the grant of a security interest in favor Accounts, Chattel Paper, Leases, Instruments or Payment Intangibles or the proceeds of Bank the foregoing to the Agent, except for any agreement permitted pursuant to Section 8.8 of Americathe Credit Agreement. (k) Each Grantor acknowledges that it is not authorized to file any financing statement or amendment or termination statement with respect to any financing statement filed by the Agent without the prior written consent of the Agent and agrees that it will not do so without the prior written consent of the Agent, N.A.subject to such Grantor’s rights under Section 9-509(d)(2) of the UCC and to Section 23(f) hereof. (l) With respect to any Security Collateral in which any Grantor has any right, title or interest and that constitutes an uncertificated security, such Grantor shall, to the extent the issuer thereof is a controlled Affiliate of the Grantor, or otherwise use its commercially reasonable efforts to, cause the issuer thereof either (i) to register the Agent as agent”the registered owner of such security or (ii) to agree in an authenticated record with such Grantor and the Agent that such issuer will comply with instructions with respect to such security originated by the Agent in accordance with this Agreement and the Credit Agreement without further consent of such Grantor. (m) Each Grantor agrees that it will pledge hereunder, promptly following its acquisition thereof, any and all additional Security Collateral (subject to any limitations contained herein with respect thereto) and deliver to the Agent for the benefit of the Secured Parties, certificates or instruments representing any such Security Collateral that constitutes certificated securities, accompanied by undated stock or bond powers executed in blank.

Perfection and Protection of Security Interest. (a) The Borrower Debtor shall, at its expense, perform all steps reasonably requested by the Collateral Agent at any time to perfect, maintain, protect, and enforce the Collateral Agent’s Liens, including: (i) executing, delivering and/or recording of filing financing or continuation statements, and amendments thereof, in form and substance reasonably satisfactory to the Collateral Agent; (ii) delivering when any Event of Default has occurred and is continuing, transferring Inventory to warehouses or other locations designated by the Agent the originals of all instruments, documents, and chattel paper, and all other Collateral of which the Agent determines it should have physical possession in order to perfect and protect the Agent’s security interest therein, duly pledged, endorsed or assigned to the Agent without restriction; (iii) placing notations on the BorrowerDebtor’s books of account to disclose the Collateral Agent’s security interest; and (iv) taking such other steps as are deemed reasonably necessary or desirable by the Collateral Agent to maintain and protect the Collateral Agent’s Liens. To Notwithstanding the extent permitted by applicable lawforegoing, unless any Event of Default shall have occurred and be continuing, the Agent may file, without Debtor shall not be required to take any action to perfect the Borrower’s signature, one or more financing statements disclosing the Collateral Agent’s LiensLiens in electronic Chattel Paper in an aggregate amount of less than $100,000. The Borrower Debtor agrees that a carbon, photographic, photostatic, or other reproduction of this Security Agreement or of a financing statement is sufficient as a financing statement. (b) If any Upon the Collateral is at any time in the possession or control of any warehouseman, bailee or any of the Borrower’s agents or processors, then the Borrower shall notify the Agent thereof and shall, at the request of Agent, notify such Person of the Agent’s security interest in such Collateral and instruct such Person to hold all such Collateral for request, the Agent’s account subject Debtor shall deliver to the Agent’s instructions. If at any time any Collateral is located in any operating facility Agent all Collateral consisting of negotiable or non-negotiable Documents and Chattel Paper promptly after the Borrower not owned by Debtor receives the Borrower, then the Borrower shall, at the request of the Agent, obtain written landlord lien waivers or subordinations, in form and substance reasonably satisfactory to the Agent, of all present and future Liens to which the owner or lessor of such premises may be entitled to assert against the Collateralsame. (c) From time Subject to timeSection 5.1(a) hereof, the Borrower shall, upon the Agent’s request, execute and deliver confirmatory written instruments pledging Debtor shall take all steps necessary to the Agent, for the ratable benefit of the Agent and the Lenders, grant the Collateral Agent control of all electronic Chattel Paper in accordance with respect to the Borrower, but the Borrower’s failure to do so shall not affect or limit any security interest or any other rights of the Agent or any Lender in and to the Collateral with respect to the Borrower. So long as this Agreement is in effect and until all Obligations have been fully satisfied, the Agent’s Liens shall continue in full force and effect in all Collateral (whether or not deemed eligible for the purpose of calculating the Availability or as the basis for any advance, loan, extension of credit, or other financial accommodation)UCC. (d) Except The Debtor hereby irrevocably authorizes the Collateral Agent at any time and from time to time to file in any filing office in any Uniform Commercial Code jurisdiction any initial financing statements and amendments thereto that contain any information required by part 5 of Article 9 of the UCC of the State of Delaware for the sufficiency or filing office acceptance of any financing statement or amendment, including whether the Debtor is an organization, the type of organization and any organizational identification number issued to the Debtor. The Debtor agrees to furnish any such information to the Collateral Agent promptly upon request, and to pay on demand all fees, costs and expenses associated with all such filings. The Debtor also ratifies its authorization for the Collateral Agent to have filed in any Uniform Commercial Code jurisdiction any like initial financing statements or amendments thereto if filed prior to the date hereof. (e) Upon the Collateral Agent’s request, but not more frequently than once during each calendar year, the Debtor shall provide to the Collateral Agent a certificate of good standing from its state of incorporation or organization. (f) Without limiting the prohibitions on mergers involving the Debtor contained in the Credit Agreement and the Note Agreement, the Debtor will not change its name, operate under any assumed name, change its structure, reincorporate or reorganize itself, or change its jurisdiction of incorporation without giving the Collateral Agent at least thirty (30) days’ prior written notice and, unless prior to such change, the Debtor shall have taken all action reasonably necessary or desirable or that the Collateral Agent may reasonably request, to preserve, perfect, confirm and protect in the manner and to the extent provided for in this Security Agreement the security interests granted hereby. (g) The Debtor acknowledges that it is not authorized to file any financing statement or amendment or termination statement with respect to any financing statement without the prior written consent of the Collateral delivered Agent and agrees that it will not do so without the prior written consent of the Collateral Agent, subject to the Agent pursuant to this Debtor’s rights under Section 6.29-509(d)(2) of the UCC. (h) The Debtor shall not, except in connection with any Permitted Lien, enter into any contract or agreement that restricts or prohibits the Borrower shall immediately following the execution or receipt grant of a Contract, stamp on the Contract the following words: “This document is subject to a security interest in favor Accounts, Chattel Paper or the proceeds of Bank of America, N.A., as agent”the foregoing to the Collateral Agent.

Perfection and Protection of Security Interest. (a) The Each Borrower shall, at its expense, perform all steps requested by the Agent Bank at any time to perfect, maintain, protect, and enforce the Agent’s LiensSecurity Interest including, includingwithout limitation: (ia) executing, delivering and/or executing and recording of the Patent and Trademark Assignments and executing and filing financing or continuation statements, and amendments thereof, in form and substance reasonably satisfactory to the AgentBank; (iib) delivering to the Agent Bank, for notation of its Security Interest, the original certificates of title for motor vehicles; (c) delivering to the Bank the originals of all instruments, documents, and chattel paper, and all other Collateral of which the Agent Bank determines it should have physical possession in order to perfect and protect the Agent’s security interest Security Interest therein, duly pledged, endorsed or assigned to the Agent Bank without restriction; (iiid) delivering to the Bank warehouse receipts covering any portion of the Collateral located in warehouses and for which warehouse receipts are issued; (e) at any time during which an Event of Default shall have occurred and be continuing, transferring Inventory to warehouses designated by the Bank; (f) placing notations on the each Borrower’s 's books of account to disclose the Agent’s Security Interest; (g) executing and delivering to the Bank a security interestagreement relating to the Reversions in form and substance satisfactory to the Bank; (h) delivering to the Bank all letters of credit on which the Borrowers are named beneficiary; and (ivi) taking such other steps as are deemed necessary or desirable by the Agent Bank to maintain and protect the Agent’s LiensSecurity Interest. To the extent permitted by applicable law, the Agent Bank may file, without the any Borrower’s 's signature, one or more financing statements disclosing the Agent’s LiensSecurity Interest. The Borrower agrees Borrowers agree that a carbon, photographic, photostatic, or other reproduction of this Agreement or of a financing statement is sufficient as a financing statement. (b) . If any Collateral is at any time in the possession or control of any warehouseman, bailee or any of the Borrower’s agents or processorsprocessors of any Borrower, then the such Borrower shall notify the Agent Bank thereof and shall, at the upon request of Agentthe Bank, shall notify such Person of the Agent’s security interest Security Interest in such Collateral and and, upon the Bank's request, instruct such Person to hold all such Collateral for the Agent’s Bank's account subject to the Agent’s Bank's instructions. If at any time any Collateral is located in on any operating facility of the Borrower Premises that are not owned by the a Borrower, then the Borrower shall, at the upon request of the AgentBank, the applicable Borrower shall obtain written landlord lien waivers or subordinationswaivers, in form and substance reasonably satisfactory to the AgentBank, of all present and future Liens to which the owner or lessor or any mortgagee of such premises Premises may be entitled to assert against the Collateral. (c) . From time to time, the each Borrower shall, upon the Agent’s Bank's request, execute and deliver confirmatory written instruments pledging to the Agent, for Bank the ratable benefit of the Agent and the Lenders, the Collateral with respect to the BorrowerCollateral, but the such Borrower’s 's failure to do so shall not affect or limit any security interest Limit the Security Interest or any the Bank's other rights of the Agent or any Lender in and to the Collateral with respect to the BorrowerCollateral. So long as this Agreement is in effect and until all Obligations have been fully satisfied, the Agent’s Liens Security Interest shall continue in full force and effect in all Collateral (whether or not deemed eligible for the purpose of calculating the Availability or as the basis for any advance, loan, extension of credit, or other financial accommodation). (d) Except with respect to Collateral delivered to the Agent pursuant to this Section 6.2, the Borrower shall immediately following the execution or receipt of a Contract, stamp on the Contract the following words: “This document is subject to a security interest in favor of Bank of America, N.A., as agent”.

Perfection and Protection of Security Interest. (a) The Borrower LCLL shall, at its own expense, perform all steps requested by the Collateral Agent at any time to perfect, maintain, protect, and enforce the Agent’s LiensSecured Parties’ Liens in and to the Collateral, including: (i) executing, delivering and/or filing and recording of filing financing or continuation statements, and amendments thereof, in form and substance reasonably satisfactory to the Collateral Agent; (ii) delivering to the Collateral Agent warehouse receipts covering any portion of the originals Collateral located in warehouses and for which warehouse receipts are issued and certificates of all instruments, documents, and chattel paper, and all other title covering any portion of the Collateral for which certificates of which the Agent determines it should title have physical possession in order to perfect and protect the Agent’s security interest therein, duly pledged, endorsed or assigned to the Agent without restrictionbeen issued; (iii) when an Event of Default has occurred and is continuing, transferring Standard Inventory to warehouses or other locations designated by the Collateral Agent; (iv) placing notations on the Borrower’s books of account of LCLX or of its relevant Affiliate to disclose the Agent’s Secured Parties’ security interest; and (ivv) taking such other steps as are deemed the Collateral Agent reasonably deems necessary or desirable by the Agent to perfect, maintain and protect the Agent’s LiensSecured Parties’ Liens in and to the Collateral. To the extent permitted by applicable law, the Collateral Agent may file, without the BorrowerCompany’s signature, one or more financing statements disclosing the Agent’s LiensSecured Parties’ Liens in and to the Collateral. The Borrower LCLL agrees that a carbon, photographic, photostatic, or other reproduction of this Security Agreement or of a financing statement is sufficient as a financing statement. (b) If any Collateral is at any time in the possession or control of any warehouseman, bailee or any of the BorrowerLCLX’s or its Affiliates’ agents or processors, then the Borrower LCLX shall notify the Collateral Agent thereof and shalland, at upon request by the request of Collateral Agent, notify shall obtain a bailee letter acknowledged by the bailee that notifies such Person of the Agent’s security interest Secured Parties’ Lien in and to such Collateral and instruct instructs such Person to hold all such Collateral for the Agent’s Secured Parties’ account subject to the Collateral Agent’s instructions, unless the Collateral Agent agrees in writing to waive such bailee letter requirement. If at any time any Collateral is located in any operating facility of LCLX or of one of its Affiliates that is leased by LCLX or the Borrower not owned Affiliate, then LCLX shall notify the Collateral Agent thereof and, upon request by the Borrower, then the Borrower shall, at the request of the Collateral Agent, shall obtain written landlord lien waivers or subordinations, in form and substance reasonably satisfactory to the Collateral Agent, of that waive or subordinate all present and future Liens to which the owner or lessor of such premises may be entitled to assert against the Collateral. (c) From time to time, the Borrower LCLL shall, upon the Collateral Agent’s request, execute and deliver confirmatory written instruments pledging the Collateral to the Agent, for the ratable benefit of the Agent and the Lenders, the Collateral with respect to the BorrowerSecured Parties, but the BorrowerLCLL’s failure to do so shall not affect or limit any security interest Lien or any other rights of the Agent or any Lender Secured Parties in and to the Collateral with respect to the BorrowerLCLL or any of their Affiliates. So long as this Agreement is in effect there are amounts owing under the Notes and until all Secured Obligations have been fully satisfiedpaid in full in cash, the Agent’s Liens Secured Parties’ Lien in and to the Collateral shall continue in full force and effect in and to all Collateral (whether or not deemed eligible for the purpose of calculating the Availability or as the basis for any advance, loan, extension of credit, or other financial accommodation)Collateral. (d) Except with respect to Collateral delivered to the Agent pursuant to this Section 6.2, the Borrower shall immediately following the execution or receipt of a Contract, stamp on the Contract the following words: “This document is subject to a security interest in favor of Bank of America, N.A., as agent”.

Perfection and Protection of Security Interest. (a) The Borrower Each Loan Party shall, at its expense, perform all steps requested by the Agent at any time to perfect, maintain, protect, and enforce the Agent’s 's Liens, including, without limitation: (i) executing, delivering and/or filing and recording of the Trademark Agreement and the Pledge Agreement and executing and filing financing or continuation statements, and amendments thereof, in form and substance reasonably satisfactory to the Agent; (ii) delivering to the Agent the originals of all instruments, documents, and chattel paper, and all other Collateral of which the Agent determines it should have physical possession in order to perfect and protect the Agent’s 's security interest therein, duly pledged, endorsed or assigned to the Agent without restriction; (iii) placing notations delivering to the Agent warehouse receipts covering any portion of the Collateral located in warehouses and for which warehouse receipts are issued; (iv) delivering to the Agent all letters of credit on the Borrower’s books of account to disclose the Agent’s security interestwhich such Loan Party is named beneficiary; and (ivv) taking such other steps as are deemed necessary or desirable by the Agent to maintain and protect the Agent’s 's Liens. To the extent permitted by applicable law, the Agent may file, without the Borrower’s any Loan Party's signature, one or more financing statements disclosing the Agent’s 's Liens. The Borrower Each Loan Party agrees that a carbon, photographic, photostatic, or other reproduction of this Agreement or of a financing statement is sufficient as a financing statement. (b) If any Collateral is at any time in the possession or control of any warehouseman, bailee or any of the Borrower’s any Loan Party's agents or processorsprocessors (other than the consolidators listed in SCHEDULE 6.3), then the Borrower applicable Loan Party shall notify the Agent thereof and shall, at the request of Agent, shall notify such Person of the Agent’s 's security interest in such Collateral and and, upon the Agent's request, instruct such Person to hold all such Collateral for the Agent’s 's account subject to the Agent’s 's instructions. If at any time any Collateral is located in any operating facility of Each Loan Party agrees to use its best efforts to deliver to the Borrower not owned by the Borrower, then the Borrower shall, at the request of the Agent, obtain written landlord lien waivers or subordinations, Agent an executed bailee letter in form and substance reasonably satisfactory to the AgentAgent from each warehouseman, bailee, agent, processor and consolidator which has possession or control of all present and future Liens to which the owner or lessor any Inventory of such premises may be entitled to assert against the Collaterala Loan Party. (c) From time to time, the Borrower each Loan Party shall, upon the Agent’s 's request, execute and deliver confirmatory written instruments pledging to the Agent, for the ratable benefit of the Agent and the Lenders, the Collateral with respect to the Borrowersuch Loan Party, but the Borrower’s any Loan Party's failure to do so shall not affect or limit any the Agent's security interest or any the Agent's other rights of the Agent or any Lender in and to the Collateral with respect to the Borrowersuch Loan Party. So long as this Agreement is in effect and until all Obligations have been fully satisfied, the Agent’s 's Liens shall continue in full force and effect in all Collateral (whether or not deemed eligible for the purpose of calculating the Combined Availability or as the basis for any advance, loan, extension of credit, or other financial accommodation). (d) Except with respect to Collateral delivered to the Agent pursuant to this Section 6.2, the Borrower shall immediately following the execution or receipt of a Contract, stamp on the Contract the following words: “This document is subject to a security interest in favor of Bank of America, N.A., as agent”.

Perfection and Protection of Security Interest. (a) The Borrower Debtor shall, at its expense, perform all steps requested by the Agent Secured Party in writing at any time to perfect, maintain, protect, and enforce the Agent’s Secured Party's Liens, including, without limitation: (i) executing, delivering and/or recording of executing and filing financing or continuation statements, and amendments thereof, in form and substance reasonably satisfactory to the AgentSecured Party; (ii) delivering to the Agent Secured Party the originals of all instruments, documents, and chattel paper, and all other Collateral of which the Agent Secured Party determines it should have physical possession in order to perfect and protect the Agent’s Secured Party's security interest therein, duly pledged, endorsed or assigned to the Agent Secured Party without restriction; provided, however, that if no Event of Default exists the Secured Party will at the Debtor's request promptly, and in any event, within 5 days following receipt of request therefor, redeliver any such promissory notes and instruments to the Debtor as the Debtor may reasonably require in order to enforce its rights thereunder in the ordinary course of business; (iii) delivering to the Secured Party warehouse receipts covering any portion of the Collateral located in warehouses and for which warehouse receipts are issued; (iv) placing notations on the Borrower’s Debtor's books of account to disclose the Agent’s Secured Party's security interest; (v) delivering to the Secured Party all letters of credit on which the Debtor is named beneficiary and which provide for or relates to payment of any Account; and (ivvi) taking such other steps as are deemed reasonably necessary or desirable by the Agent Secured Party to maintain and protect the Agent’s Secured Party's Liens. To the extent permitted by applicable law, the Agent Secured Party may file, without the Borrower’s Debtor's signature, one or more financing statements disclosing the Agent’s LiensSecured Party's Liens or may sign any such financing statements in the name of the Debtor. The Borrower Debtor agrees that a carbon, photographic, photostatic, or other reproduction of this Agreement or of a financing statement is sufficient as a financing statement. (b) If any Collateral is at any time in the possession or control of any warehouseman, bailee or any of the Borrower’s Debtor's agents or processors, then the Borrower Debtor shall notify the Agent Secured Party thereof and shalland, at if so requested by the request of AgentSecured Party, shall notify such Person of the Agent’s Secured Party's security interest in such Collateral and and, during the existence of a Default upon the Secured Party's request in writing, instruct such Person to hold all such Collateral for the Agent’s Secured Party's account subject to the Agent’s Secured Party's instructions. If at any time any Collateral is located in on any operating facility of the Borrower Debtor which is not owned by the BorrowerDebtor, then the Borrower Debtor shall, at the written request of the AgentSecured Party, use commercially reasonable efforts (including without limitation enforcing lease obligations) to obtain written landlord lien waivers or subordinationswaivers, in form and substance reasonably satisfactory to the AgentSecured Party, of all present and future Liens to which the owner or lessor of such premises may be entitled to assert against the Collateral. (c) From time to time, the Borrower Debtor shall, upon the Agent’s Secured Party's written request, execute and deliver confirmatory written instruments pledging to the Agent, for the ratable benefit of the Agent and the LendersSecured Party, the Collateral with respect to the BorrowerDebtor's interest in any item of Collateral, but the Borrower’s Debtor's failure to do so shall not affect or limit any the Secured Party's security interest or any the Secured Party's other rights of the Agent or any Lender in and to the Collateral with respect to the Borrowerany Collateral. So long as this Agreement is in effect and until all Obligations have been fully satisfied, the Agent’s Secured Party's Liens shall continue in full force and effect in all Collateral (whether or not deemed eligible for the purpose of calculating the Availability or as the basis for any advance, loan, extension of credit, or other financial accommodation)Collateral. (d) Except with respect to Collateral delivered to the Agent pursuant to this Section 6.2, the Borrower shall immediately following the execution or receipt of a Contract, stamp on the Contract the following words: “This document is subject to a security interest in favor of Bank of America, N.A., as agent”.

Perfection and Protection of Security Interest. (a) The Borrower Debtor shall, at its expense, perform all steps reasonably requested by the Agent Secured Party in writing at any time to perfect, maintain, protect, and enforce the Agent’s Secured Party's Liens, including, without limitation: (i) executing, delivering and/or recording of executing and filing financing or continuation statements, and amendments thereof, in form and substance reasonably satisfactory to the AgentSecured Party; (ii) subject to the provisions of the Senior Credit Agreement, delivering to the Agent Secured Party the originals of all instruments, documents, and chattel paper, and all other Collateral of which the Agent Secured Party reasonably determines it should have physical possession in order to perfect and protect the Agent’s Secured Party's security interest therein, duly pledged, endorsed or assigned to the Agent Secured Party without restriction; provided, however, that if no Event of Default exists the Secured Party will at the Debtor's request promptly, and in any event, within 5 days following receipt of request therefor, redeliver any such promissory notes and instruments to the Debtor as the Debtor may reasonably require in order to enforce its rights thereunder in the ordinary course of business; (iii) subject to the provisions of the Senior Credit Agreement, delivering to the Secured Party warehouse receipts covering any portion of the Collateral located in warehouses and for which warehouse receipts are issued; (iv) placing notations on the Borrower’s Debtor's books of account to disclose the Agent’s Secured Party's security interest; (v) subject to the provisions of the Senior Credit Agreement, delivering to the Secured Party all letters of credit on which the Debtor is named beneficiary and which provide for or relates to payment of any Account; and (ivvi) subject to the provisions of the Senior Credit Agreement, taking such other steps as are deemed reasonably necessary or desirable by the Agent Secured Party to maintain and protect the Agent’s Secured Party's Liens. To the extent permitted by applicable law, the Agent Secured Party may file, without the Borrower’s Debtor's signature, one or more financing statements disclosing the Agent’s LiensSecured Party's Liens or may sign any such financing statements in the name of the Debtor. The Borrower Debtor agrees that a carbon, photographic, photostatic, or other reproduction of this Agreement or of a financing statement is sufficient as a financing statement. (b) If any Collateral is at any time in the possession or control of any warehouseman, bailee or any of the Borrower’s Debtor's agents or processors, then the Borrower Debtor shall notify the Agent Secured Party thereof and shalland, at if so requested by the request of AgentSecured Party, shall notify such Person of the Agent’s Secured Party's security interest in such Collateral and and, subject to the provisions of the Senior Credit Agreement, during the existence of an Event of Default upon the Secured Party's request in writing, instruct such Person to hold all such Collateral for the Agent’s Secured Party's account subject to the Agent’s Secured Party's instructions. If at any time any Collateral is located in on any operating facility of the Borrower Debtor which is not owned by the BorrowerDebtor, then the Borrower Debtor shall, at the written request of the AgentSecured Party, use commercially reasonable efforts (including without limitation enforcing lease obligations) to obtain written landlord lien waivers or subordinationswaivers, in form and substance reasonably satisfactory to the AgentSecured Party, of all present and future Liens to which the owner or lessor of such premises may be entitled to assert against the Collateral. (c) From time to time, the Borrower Debtor shall, upon the Agent’s Secured Party's written request, execute and deliver confirmatory written instruments pledging to the Agent, for the ratable benefit of the Agent and the LendersSecured Party, the Collateral with respect to the BorrowerDebtor's interest in any item of Collateral, but the Borrower’s Debtor's failure to do so shall not affect or limit any the Secured Party's security interest or any the Secured Party's other rights of the Agent or any Lender in and to the Collateral with respect to the Borrowerany Collateral. So long as this Agreement is in effect and until all Obligations have been fully satisfied, the Agent’s Secured Party's Liens shall continue in full force and effect in all Collateral (whether or not deemed eligible for the purpose of calculating the Availability or as the basis for any advance, loan, extension of credit, or other financial accommodation)Collateral. (d) Except with respect to Collateral delivered to the Agent pursuant to this Section 6.2, the Borrower shall immediately following the execution or receipt of a Contract, stamp on the Contract the following words: “This document is subject to a security interest in favor of Bank of America, N.A., as agent”.

Perfection and Protection of Security Interest. (a) The Borrower Grantor shall, at its expense, perform all steps necessary or otherwise reasonably requested by the Collateral Agent (at the direction of the Majority Holders) at any time to perfect, maintain, protect, and enforce the Collateral Agent’s Liens, including: (i) executing, delivering and/or filing and recording of filing financing or continuation statementsthe Copyright, Patent, and Trademark Agreements, and amendments thereofthereof in the United States Patent and Trademark Office and the United States Copyright Office, and filing financing statements or continuation statements in form and substance reasonably satisfactory to the Agentrespective Filing Office; (ii) to the extent constituting Collateral, delivering to the Collateral Agent the originals of all instruments, documents, and chattel paperChattel Paper (in each case in excess of $500,000), and all other Collateral of which the Collateral Agent determines is required to have or of which it should reasonably requests to have physical possession in order to perfect and protect the Collateral Agent’s security interest therein, duly pledged, endorsed endorsed, or assigned to the Collateral Agent without restrictionas provided herein; (iii) placing notations on delivering to the Borrower’s books Collateral Agent a duly executed amendment to this Agreement, in the form of account Exhibit B (each, an “Amendment”), pursuant to disclose which Grantor will pledge any additional Collateral that constitutes Commercial Tort Claims; (iv) upon the occurrence and during the continuation of an Event of Default, delivering to the Collateral Agent (A) warehouse receipts covering any portion of the Collateral located in warehouses and for which warehouse receipts are issued, (B) warehouse receipts covering any portion of the Collateral located in warehouses and for which warehouse receipts are issued and (C) if requested by the Collateral Agent, certificates of title reflecting the Collateral Agent’s security interestLiens covering any portion of the Collateral for which certificates of title have been issued; (v) when an Event of Default exists, transferring Inventory constituting Collateral to warehouses or other locations designated by the Collateral Agent; (vi) upon the occurrence and during the continuance of an Event of Default, delivering to the Collateral Agent all letters of credit constituting Collateral on which Grantor is named beneficiary; and (ivvii) taking such other steps as are reasonably deemed necessary or desirable by the Collateral Agent (acting at the direction of the Majority Holders) to maintain maintain, protect and protect enforce the Collateral Agent’s Liens. To the extent permitted by applicable lawany Requirement of Law, the Collateral Agent may file, without the BorrowerGrantor’s signature, one or more financing statements disclosing the Collateral Agent’s Liens. The Borrower Grantor hereby authorizes the Collateral Agent to attach each Amendment to this Agreement and agrees that a carbon, photographic, photostatic, or other reproduction all additional collateral set forth in such Amendments shall be considered to be part of this Agreement or of a financing statement is sufficient as a financing statementthe Collateral. (b) If any Collateral is at any time in the possession or control of any warehouseman, bailee or any of the Borrower’s agents or processors, then the Borrower shall notify the Agent thereof and shall, at the request of Agent, notify such Person of the Agent’s security interest in such Collateral and instruct such Person to hold all such Collateral for the Agent’s account subject to the Agent’s instructions. If at any time any Collateral with a Fair Market Value in excess of $1,000,000 is located in at any operating facility of the Borrower Grantor that is not owned by the BorrowerGrantor, then the Borrower Grantor shall, at the request of the Agentupon request, use commercially reasonable efforts to obtain written landlord lien waivers or subordinations, in form and substance reasonably satisfactory to the AgentCollateral Agent and counsel to the Purchasers, of all present and future Liens to which the owner or lessor of such premises may be entitled to assert against the such Collateral. (c) From time to time, the Borrower Grantor shall, upon the Collateral Agent’s request, execute and deliver confirmatory written instruments pledging the Collateral to the Collateral Agent, for the ratable benefit of the Agent and the Lenders, the Collateral with respect to the BorrowerSecured Parties, but the Borrower’s failure to do so shall not affect or limit any security interest or any other rights of the Agent or any Lender Secured Parties in and to the Collateral with respect to the Borrower. So long as this Agreement is in effect and until all Obligations have been fully satisfied, the Agent’s Liens shall continue in full force and effect in all Collateral (whether or not deemed eligible for the purpose of calculating the Availability or as the basis for any advance, loan, extension of credit, or other financial accommodation)Collateral. (d) Except with respect to Collateral delivered to the Agent pursuant to this Section 6.2, the Borrower shall immediately following the execution or receipt of a Contract, stamp on the Contract the following words: “This document is subject to a security interest in favor of Bank of America, N.A., as agent”.

Perfection and Protection of Security Interest. (a) The Borrower shall, and shall cause each Guarantor to, at its Borrower's expense, perform all steps requested by the Agent at any time to perfect, maintain, protect, and enforce the Agent’s 's Liens, including, without limitation: (i) executing, delivering and/or filing and recording of the Mortgages, the Intellectual Property Security Agreement, the Pledge Agreement and the Guarantor Collateral Documents and executing and filing financing or continuation statements, and amendments thereof, in form and substance reasonably satisfactory to the Agent; (ii) delivering to the Agent the originals of all instruments, documents, and chattel paper, and all other Collateral, Pledged Collateral and Guarantor Collateral of which the Agent determines it should have physical possession in order to perfect and protect the Agent’s 's security interest therein, duly pledged, endorsed or assigned to the Agent without restriction; (iii) delivering to the Agent warehouse receipts covering any portion of the Collateral located in warehouses and for which warehouse receipts are issued; (iv) when an Event of Default exists, transferring Inventory to warehouses designated by the Agent; (v) placing notations on the Borrower’s 's and each Guarantor's books of account to disclose the Agent’s 's security interest; (vii) delivering to the Agent all letters of credit on which the Borrower or LDM Canada is named beneficiary; and (ivviii) taking such other steps as are deemed necessary or desirable by the Agent to maintain and protect the Agent’s 's Liens. To the extent permitted by applicable law, the Agent may file, without the Borrower’s 's or a Guarantor's signature, one or more financing statements disclosing the Agent’s 's Liens. The Borrower agrees that a carbon, photographic, photostatic, or other reproduction of this Agreement or of a financing statement is sufficient as a financing statement. (b) If any Collateral or Guarantor Collateral is at any time in the possession or control of any warehouseman, bailee or any of the Borrower’s 's or LDM Canada's agents or processors, then the Borrower shall notify the Agent thereof and shall, at the request of Agent, shall notify or cause LDM Canada to notify such Person of the Agent’s 's security interest in such Collateral and or Guarantor Collateral and, upon the Agent's request, instruct such Person to hold all such Collateral or Guarantor Collateral for the Agent’s 's account subject to the Agent’s 's instructions. If at any time any Collateral or Guarantor Collateral is located in on any operating facility of the Borrower or each Guarantor which is not owned by the BorrowerBorrower or LDM Canada, then the Borrower shall, at the request of the Agent, obtain or cause LDM Canada to obtain written landlord lien waivers or subordinationswaivers, in form and substance reasonably satisfactory to the Agent, of all present and future Liens to which the owner or lessor of such premises may be entitled to assert against the Collateral. (c) From time to time, the Borrower shall, and shall cause each Guarantor to, upon the Agent’s 's request, execute and deliver confirmatory written instruments pledging to the Agent, for the ratable benefit of the Agent and the Lenders, the Collateral, Pledged Collateral or Guarantor Collateral, as the case may be, with respect to the BorrowerBorrower or such Guarantor, but the Borrower’s 's or such Guarantor's failure to do so shall not affect or limit any the Agent's security interest or any the Agent's other rights of the Agent or any Lender in and to the Collateral, Pledged Collateral or Guarantor Collateral, as the case may be, with respect to the BorrowerBorrower or such Guarantor. So long as this Agreement is in effect and until all Obligations have been fully satisfied, the Agent’s 's Liens shall continue in full force and effect in all Collateral, Pledged Collateral and Guarantor Collateral (whether or not deemed eligible for the purpose of calculating the Availability or as the basis for any advance, loan, extension of credit, or other financial accommodation). (d) Except with respect to Collateral delivered to the Agent pursuant to this Section 6.2, the Borrower shall immediately following the execution or receipt of a Contract, stamp on the Contract the following words: “This document is subject to a security interest in favor of Bank of America, N.A., as agent”.

Perfection and Protection of Security Interest. (a) The Borrower shall, at its expense, perform take all steps actions requested by the Agent at any time to perfect, maintain, protect, protect and enforce Agent's first priority security interest and other rights in the Agent’s LiensCollateral and the priority thereof from time to time, including: , without limitation, (i) executing, delivering and/or recording of executing and filing financing or continuation statements, statements and amendments thereofthereof and executing and delivering such documents and titles in connection with motor vehicles as Agent shall require, all in form and substance reasonably satisfactory to the Agent; , (ii) maintaining a perpetual inventory and complete and accurate inventory stock records, (iii) upon the request of Agent, delivering to Agent warehouse receipts covering any portion of the Agent the originals of all instruments, documentsCollateral located in warehouses and for which warehouse receipts are issued, and chattel papertransferring Inventory to warehouses designated by Agent, and all other Collateral of which the Agent determines it should have physical possession in order to perfect and protect the Agent’s security interest therein, duly pledged, endorsed or assigned to the Agent without restriction; (iiiiv) placing notations on the Borrower’s 's books of account to disclose the Agent’s 's security interest; interest therein and (ivv) taking such other steps as are deemed necessary delivering to Agent all letters of credit on which Borrower is named beneficiary, upon the request of Agent. Agent (or desirable any Lender, if directed by the Agent to maintain and protect the Agent’s Liens. To the extent permitted by applicable law, the Agent ) may file, for its benefit and the benefit of the Lenders, without the Borrower’s 's signature, one or more financing statements disclosing the Agent’s Liens's security interest under this Agreement. The Borrower agrees that a carbon, photographic, photostatic, photostatic or other reproduction of this Agreement or of a financing statement is sufficient as a financing statement. (b) . If any Collateral is at any time in the possession or control of any warehouseman, bailee or any of the Borrower’s 's agents or processors, then the Borrower shall notify the Agent thereof and shall, at the request of Agent, notify such Person of the Agent’s 's security interest in such Collateral and and, upon Agent's request, instruct such Person them to hold all such Collateral for Agent's and the Agent’s Lenders' account subject to the Agent’s 's instructions. If at any time any Collateral is located in any operating facility of the Borrower not owned by the Borrower, then the Borrower shall, at the request of the Agent, obtain written landlord lien waivers or subordinations, in form and substance reasonably satisfactory to the Agent, of all present and future Liens to which the owner or lessor of such premises may be entitled to assert against the Collateral. (c) From time to time, the Borrower shall, upon the Agent’s 's request, execute and deliver confirmatory written instruments pledging the Collateral to the Agent, for its benefit and the ratable benefit of the Agent and the Lenders, the Collateral with respect to the but Borrower, but the Borrower’s 's failure to do so shall not affect or limit any Agent's security interest or any other rights of the Agent or any Lender in and to the Collateral with respect to Collateral. Until the Borrower. So long as this Agreement is in effect and until all Obligations have been fully satisfiedsatisfied and each Lender's obligation to make further advances hereunder has terminated, Agent's security interest in the Agent’s Liens Collateral, for its benefit and the benefit of the Lenders shall continue in full force and effect in all Collateral (whether or not deemed eligible for the purpose of calculating the Availability or as the basis for any advance, loan, extension of credit, or other financial accommodation)effect. (d) Except with respect to Collateral delivered to the Agent pursuant to this Section 6.2, the Borrower shall immediately following the execution or receipt of a Contract, stamp on the Contract the following words: “This document is subject to a security interest in favor of Bank of America, N.A., as agent”.

Perfection and Protection of Security Interest. (a) The Borrower Debtor shall, at its expense, perform all steps reasonably requested by the Collateral Agent at any time to perfect, maintain, protect, and enforce the Collateral Agent’s Liens, includingincluding without limitation: (i) executing, delivering and/or recording of filing financing or continuation statements, and amendments thereof, in form and substance reasonably satisfactory to the Collateral Agent; (ii) delivering to the Collateral Agent warehouse receipts covering any portion of the originals Collateral located in warehouses and for which warehouse receipts are issued and certificates of all instruments, documents, and chattel paper, and all other title covering any portion of the Collateral for which certificates of which the Agent determines it should title have physical possession in order to perfect and protect the Agent’s security interest therein, duly pledged, endorsed or assigned to the Agent without restrictionbeen issued; (iii) when any Event of Default has occurred and is continuing, transferring Inventory to warehouses or other locations designated by the Collateral Agent; (iv) placing notations on the BorrowerDebtor’s books of account to disclose the Collateral Agent’s security interest; and (ivv) taking such other steps as are deemed reasonably necessary or desirable by the Collateral Agent to maintain and protect the Collateral Agent’s Liens. To Notwithstanding the foregoing, unless any Event of Default shall have occurred and be continuing, the Debtor shall not be required to take any action to perfect the Collateral Agent’s Liens in (w) Investment Property with an aggregate value less than $100,000, (x) any Letter-of-Credit Rights with respect to any letter of credit with a face amount of $150,000 or less, but only to the extent permitted by applicable lawthat the aggregate face amount of all letters of credit does not exceed $750,000, (y) any Deposit Account with a balance of $150,000 or less at the Agent may fileclose of any Business Day, without but only to the Borrower’s signatureextent that the aggregate number of Deposit Accounts does not exceed five (5) at any time, one or more financing statements disclosing the Agent’s Liens(z) electronic Chattel Paper in an aggregate amount of less than $100,000. The Borrower Debtor agrees that a carbon, photographic, photostatic, or other reproduction of this Security Agreement or of a financing statement is sufficient as a financing statement. (b) If any Upon the Collateral is at any time in the possession or control of any warehouseman, bailee or any of the Borrower’s agents or processors, then the Borrower shall notify the Agent thereof and shall, at the request of Agent, notify such Person of the Agent’s security interest in such Collateral and instruct such Person to hold all such Collateral for request, the Agent’s account subject Debtor shall deliver to the Agent’s instructions. If at any time any Collateral is located Agent all Collateral consisting of negotiable or non-negotiable Documents, certificated securities (accompanied by stock powers executed in any operating facility of blank), Chattel Paper and Instruments promptly after the Borrower not owned by Debtor receives the Borrower, then the Borrower shall, at the request of the Agent, obtain written landlord lien waivers or subordinations, in form and substance reasonably satisfactory to the Agent, of all present and future Liens to which the owner or lessor of such premises may be entitled to assert against the Collateralsame. (c) From time Subject to timeSection 5.1(a), the Borrower shall, upon the Agent’s request, execute and deliver confirmatory written instruments pledging Debtor shall take all steps necessary to the Agent, for the ratable benefit of the Agent and the Lenders, grant the Collateral Agent control of all electronic Chattel Paper in accordance with respect to the Borrower, but the Borrower’s failure to do so shall not affect or limit any security interest or any other rights of the Agent or any Lender in and to the Collateral with respect to the Borrower. So long as this Agreement is in effect and until all Obligations have been fully satisfied, the Agent’s Liens shall continue in full force and effect in all Collateral (whether or not deemed eligible for the purpose of calculating the Availability or as the basis for any advance, loan, extension of credit, or other financial accommodation)UCC. (d) Except The Debtor hereby irrevocably authorizes the Collateral Agent at any time and from time to time to file in any filing office in any Uniform Commercial Code jurisdiction any initial financing statements and amendments thereto that (a) indicate the Collateral (i) as “all personal property” or “all assets” of the Debtor, or words of similar effect, regardless of whether any particular asset comprised in the Collateral falls within the scope of Article 9 of the UCC of the State of Delaware or such jurisdiction, or (ii) as being of an equal or lesser scope or with greater detail, and (b) contain any other information required by part 5 of Article 9 of the UCC of the State of Delaware for the sufficiency or filing office acceptance of any financing statement or amendment, including (A) whether the Debtor is an organization, the type of organization and any organizational identification number issued to the Debtor, and (B) in the case of a financing statement filed as a fixture filing or indicating Collateral as as-extracted collateral or timber to be cut, a sufficient description of the real property to which the Collateral relates. The Debtor agrees to furnish any such information to the Collateral Agent promptly upon request, and to pay on demand all fees, costs and expenses associated with all such filings. The Debtor also ratifies its authorization for the Collateral Agent to have filed in any Uniform Commercial Code jurisdiction any like initial financing statements or amendments thereto if filed prior to the date hereof. (e) The Debtor shall promptly notify the Collateral Agent of any commercial tort claim (as defined in the UCC) in excess of $1,000,000 acquired by it and unless otherwise consented to by the Collateral Agent, the Debtor shall enter into a supplement to this Security Agreement, granting to the Collateral Agent a Lien in such commercial tort claim. (f) Upon the Collateral Agent’s request, but not more frequently than once during each calendar year, the Debtor shall provide to the Collateral Agent a certificate of good standing from its state of incorporation or organization. (g) Without limiting the prohibitions on mergers involving the Debtor contained in the Credit Agreement, the Debtor will not change its name, operate under any assumed name, change its structure, reincorporate or reorganize itself, or change its jurisdiction of incorporation without giving the Collateral Agent at least thirty (30) days’ prior written notice and, unless prior to such change, the Debtor shall have taken all action reasonably necessary or desirable or that the Collateral Agent may reasonably request, to preserve, perfect, confirm and protect in the manner and to the extent provided for in this Security Agreement the security interests granted hereby. (h) The Debtor acknowledges that it is not authorized to file any financing statement with respect to any of the Collateral, or any amendment or termination statement with respect to any such financing statement, without the prior written consent of the Collateral delivered Agent and agrees that it will not do so without the prior written consent of the Collateral Agent, subject to the Agent pursuant to this Debtor’s rights under Section 6.29-509(d)(2) of the UCC. (i) The Debtor shall not, except in connection with any Permitted Lien, enter into any contract or agreement that restricts or prohibits the Borrower shall immediately following the execution or receipt grant of a Contract, stamp on the Contract the following words: “This document is subject to a security interest in favor Accounts, Chattel Paper, Instruments or payment intangibles or the proceeds of Bank of America, N.A., as agent”the foregoing to the Collateral Agent.

Perfection and Protection of Security Interest. (a) The Borrower Each Loan Party shall, at its expense, perform all steps reasonably requested by the Collateral Agent at any time to perfect, maintain, protect, and enforce the Collateral Agent’s Liens, subject to the terms of any Replacement Intercreditor Agreement or the Intercreditor Agreement, including: (i) executing, delivering delivering, and/or filing and recording of the Copyright, Patent, and Trademark Agreements, and executing and filing financing or continuation statements, and amendments thereof, in form and substance reasonably satisfactory to the Collateral Agent; (ii) to the extent constituting Revolving Facility First Lien Collateral, delivering to the Collateral Agent the originals of all instruments, documents, and chattel paperChattel Paper (in each case in excess of $250,000), and all other Collateral of which the Collateral Agent reasonably determines it should have physical possession in order to perfect and protect the Collateral Agent’s security interest therein, duly pledged, endorsed endorsed, or assigned to the Collateral Agent without restrictionas provided herein; (iii) placing notations on upon the Borrower’s books occurrence and during the continuation of account an Event of Default, delivering to disclose the Collateral Agent upon request (A) warehouse receipts covering any portion of the Collateral located in warehouses and for which warehouse receipts are issued and (B) if requested by the Collateral Agent, certificates of title reflecting the Collateral Agent’s security interestLiens covering any portion of the Collateral for which certificates of title have been issued; (iv) when an Event of Default exists, transferring Inventory to warehouses or other locations designated by the Collateral Agent; (v) upon the occurrence and during the continuance of an Event of Default, delivering to the Collateral Agent all letters of credit constituting Collateral on which such Loan Party is named beneficiary; and (ivvi) taking such other steps as are reasonably deemed necessary or desirable by the Collateral Agent to maintain and protect the Collateral Agent’s Liens. To the extent permitted by applicable lawany Requirement of Law, any Replacement Intercreditor Agreement and the Intercreditor Agreement, the Collateral Agent may file, without the Borrowerany Loan Party’s signature, one or more financing statements disclosing the Collateral Agent’s Liens. The Borrower agrees that a carbon, photographic, photostatic, or other reproduction of this Agreement or of a financing statement is sufficient as a financing statement. (b) If any Collateral constituting Inventory with a Fair Market Value in excess of $500,000 is at any time in the possession or control of any warehouseman, bailee bailee, or any of the Borrowersuch Loan Party’s agents or processorsprocessors (other than (1) any Persons that have previously executed a bailee letter or landlord waiver for the benefit of the Collateral Agent, (2) the Noteholder Collateral Agent or (3) any Other Pari Passu Collateral Agent that has entered into any Replacement Intercreditor Agreement), then the Borrower such Loan Party shall notify the Collateral Agent thereof (including by delivery of the Perfection Certificate on the date hereof) and shall, at the request of the Collateral Agent, notify such Person of the Collateral Agent’s security interest in such Collateral and instruct such Person to hold all such Collateral for the Collateral Agent’s account subject to the Collateral Agent’s instructionsinstructions and subject to any Replacement Intercreditor Agreement or the Intercreditor Agreement. If at any time any Collateral with a Fair Market Value in excess of $500,000 is located in at any operating facility of the Borrower a Loan Party which is not owned by the Borrowersuch Loan Party, then the Borrower shallsuch Loan Party, at the request of the Collateral Agent, shall use commercially reasonable efforts to obtain written landlord lien waivers or subordinations, in form and substance reasonably satisfactory to the AgentAgents, of all present and future Liens to which the owner or lessor of such premises may be entitled to assert against the Collateral; provided that in the event any Loan Party is unable to obtain any such written waiver or subordination, the Agents may, in the exercise of Reasonable Credit Judgment, establish a Reserve with respect to any such Collateral that is Eligible Inventory in an amount not to exceed the amount permitted under clause (b) or (i) of the definition of Eligible Inventory. (c) From time to time, subject to any Replacement Intercreditor Agreement and the Borrower Intercreditor Agreement, each Loan Party shall, upon the Collateral Agent’s request, execute and deliver confirmatory written instruments pledging to the Collateral Agent, for the ratable benefit of the Agent and the LendersSecured Parties, the Collateral with respect to the Borrowersuch Loan Party, but the Borrower’s failure to do so shall not affect or limit any security interest or any other rights of the Agent or any Lender Secured Parties in and to the Collateral with respect to the Borrowersuch Loan Party. So long as this Agreement is in effect and until all Obligations (other than contingent indemnification and expense reimbursement obligations for which no claim has been made) have been fully satisfied, the Collateral Agent’s Liens shall continue in full force and effect in all Collateral (whether or not deemed eligible for the purpose of calculating the Availability or as the basis for any advance, loan, extension of credit, or other financial accommodation). (d) Except To the extent any Loan Party is the owner of any Investment Property that is Collateral (each such Person which issues any such Investment Property being referred to herein as an “Issuer”) with a Fair Market Value in excess of $250,000, each Loan Party which is the owner of any such Investment Property agrees that, at the request of the Agents, subject to any Replacement Intercreditor Agreement and the Intercreditor Agreement, it will use its commercially reasonable efforts to cause the Issuer thereof to agree as follows with respect to Collateral such Investment Property: (i) All such Investment Property issued by such Issuer, all warrants, and all non-cash dividends and other non-cash distributions in respect thereof at any time registered in the name of, or otherwise deliverable to, any Loan Party, shall be delivered directly to the Collateral Agent pursuant (or to this Section 6.2the Noteholder Collateral Agent under the Intercreditor Agreement or any Other Pari Passu Collateral Agent under any Replacement Intercreditor Agreement), for the Borrower account of such Loan Party. (ii) If such Investment Property shall immediately following constitute Revolving Facility First Lien Collateral, then during the execution existence of any Event of Default, upon notice by the Agents, all cash dividends, cash distributions, and other cash or receipt cash equivalents in respect of a Contractsuch Investment Property at any time payable or deliverable to any Loan Party shall be delivered directly to the Collateral Agent, stamp on for the Contract account of the following words: “This document is subject Secured Parties, at the Collateral Agent’s address for notices set forth in Schedule 15.8. (iii) If such Investment Property shall constitute Revolving Facility First Lien Collateral, then with respect to a any of such Investment Property at any time constituting an uncertificated security interest in favor of Bank of Americaas defined by the UCC, N.A., as agent”such Issuer will comply with instructions originated by the Collateral Agent without further consent by the registered owner thereof.

Perfection and Protection of Security Interest. (a) The Each Borrower shall, at its expense, perform all steps requested by the Agent at any time to perfect, maintain, protect, and enforce the Agent’s LiensSecurity Interest, including, without limitation: (ia) executing, delivering and/or executing and recording of the Mortgages and the Trademark Security Agreements and executing and filing financing or continuation statements, and amendments thereof, in form and substance reasonably satisfactory to the Agent; (iib) delivering to the Agent upon request the original certificates of title for motor vehicles with the Security Interest properly endorsed thereon; (c) delivering to the Agent the originals of all instruments, documents, and chattel paper, and all other Collateral of which the Agent determines it should have physical possession in order to perfect and protect the Agent’s security interest Security Interest therein, duly pledged, endorsed or assigned to the Agent without restriction; (iiid) delivering to the Agent upon request warehouse receipts covering any portion of the Collateral located in warehouses and for which negotiable warehouse receipts are issued; (e) placing notations on the Borrower’s such Xxxxxxxx's books of account to disclose the Security Interest; (f) executing and delivering to the Agent upon request a security agreement relating to the Reversions in form and substance satisfactory to the Agent’s security interest; (g) delivering to the Agent upon request all letters of credit on which such Borrower is named beneficiary; and (ivh) taking such other steps as are deemed necessary or desirable by the Agent to maintain and protect the Agent’s LiensSecurity Interest. To the extent permitted by applicable law, the Agent may file, without the Borrower’s either Xxxxxxxx's signature, one or more financing statements disclosing the Agent’s LiensSecurity Interest. The Borrower agrees Borrowers agree that a carbon, photographic, photostatic, or other reproduction of this Agreement or of a financing statement is sufficient as a financing statement. (b) . If any Collateral is at any time in the possession or control of any warehouseman, any bailee or any of the either Borrower’s 's agents or processors, then the relevant Borrower shall notify the Agent thereof and shall, at the request of Agent, shall notify such Person of the Agent’s security interest Security Interest in such Collateral and and, upon the Agent's request, instruct such Person to hold all such Collateral for the Agent’s 's account subject to the Agent’s 's instructions. If at any time any Collateral is located in on any operating facility of the Borrower Premises that are not owned by the Borrowereither Xxxxxxxx, then the Borrower shall, at the request of the Agent, Borrowers shall obtain written landlord lien waivers or subordinationswaivers, in form and substance reasonably satisfactory to the Agent, of all present and future Liens to which the owner or lessor or any mortgagee of such premises Premises may be entitled to assert against the Collateral. (c) . From time to time, the Borrower Borrowers shall, upon the Agent’s 's request, execute and deliver confirmatory written instruments pledging to the Agent, Agent for the ratable benefit of the Agent and the Lenders, Lenders the Collateral with respect to the BorrowerCollateral, but the Borrower’s neither Xxxxxxxx's failure to do so shall not affect or limit any security interest the Security Interest or any the Agent's other rights of the Agent or any Lender in and to the Collateral with respect to the BorrowerCollateral. So long as this Agreement is in effect and until all Obligations have been fully satisfied, the Agent’s Liens Security Interest shall continue in full force and effect in all Collateral (whether or not deemed eligible for the purpose of calculating the Availability or as the basis for any advance, loan, extension of credit, or other financial accommodation). (d) Except with respect to Collateral delivered to the Agent pursuant to this Section 6.2, the Borrower shall immediately following the execution or receipt of a Contract, stamp on the Contract the following words: “This document is subject to a security interest in favor of Bank of America, N.A., as agent”.

Perfection and Protection of Security Interest. (a) The Borrower Each Grantor shall, at its expense, perform all reasonable steps requested by the Agent at any time to perfect, maintain, protect, and enforce the Agent’s 's Liens, including: (i) executing, delivering and/or filing and recording of the Mortgage(s) and executing and filing financing or continuation statements, and amendments thereof, in form and substance reasonably satisfactory to the Agent; (ii) delivering whenever an Event of Default has occurred and is continuing, transferring Inventory to the Agent the originals of all instruments, documents, and chattel paper, and all warehouses or other Collateral of which the Agent determines it should have physical possession in order to perfect and protect locations designated by the Agent’s security interest therein, duly pledged, endorsed or assigned to the Agent without restriction; (iii) placing notations on the Borrower’s such Grantor's books of account to disclose the Agent’s 's security interest; and (iv) taking such other steps as are deemed necessary or reasonably desirable by the Agent to maintain and protect the Agent’s 's Liens. To the extent permitted by applicable law, the Agent may file, without the Borrower’s signature, one or more financing statements disclosing the Agent’s Liens. The Borrower Each Grantor agrees that a carbon, photographic, photostatic, or other reproduction of this Agreement or of a financing statement is sufficient as a financing statement. (b) If any Collateral is at any time in At the possession or control of any warehouseman, bailee or any of the Borrower’s agents or processors, then the Borrower shall notify the Agent thereof and shall, at the request of Agent, notify such Person of the Agent’s security interest in such Collateral and instruct such Person to hold all such Collateral for the Agent’s account subject to the Agent’s instructions. If at any time any Collateral is located in any operating facility of the Borrower not owned by the Borrower, then the Borrower shall, at the reasonable request of the Agent, obtain written landlord lien waivers or subordinations, in form and substance reasonably satisfactory each Grantor shall deliver to the AgentAgent all Collateral consisting of a reasonable sample of negotiable Documents and all material negotiable Documents, certificated securities (accompanied by stock papers executed in blank), Chattel Paper and Instruments evidencing, comprising or representing the Collateral (including the Pledged Collateral), promptly after such Grantor receives the same, duly endorsed or accompanied by duly executed instruments of transfer or assignment in blank. Upon the occurrence and during the continuation of an Event of Default, the Agent shall have the right, without notice to the Grantors, to transfer to or to register in the name of the Agent or any of its nominees any or all present and future Liens of the Pledged Collateral, subject to which the owner revocable rights specified in SECTION 21(A) hereof. In addition, the Agent shall have the right at any time to exchange certificates or lessor instruments representing or evidencing Pledged Collateral for certificates or instruments of such premises may be entitled to assert against the Collateralsmaller or larger denominations. (c) From time Each Grantor shall, in accordance with the terms of the Credit Agreement, obtain or use its commercially reasonable efforts to timeobtain waivers or subordinations of Liens from landlords and mortgagees, and such Grantor shall in all instances (other than as otherwise agreed between the Borrower shall, upon and the Agent’s request, execute and deliver confirmatory written instruments pledging to ) obtain signed acknowledgements of the Agent, 's Liens from bailees having possession of any Collateral that they hold for the ratable benefit of the Agent and the Lenders, the Collateral with respect to the Borrower, but the Borrower’s failure to do so shall not affect or limit any security interest or any other rights of the Agent or any Lender in and to the Collateral with respect to the Borrower. So long as this Agreement is in effect and until all Obligations have been fully satisfied, the Agent’s Liens shall continue in full force and effect in all Collateral (whether or not deemed eligible for the purpose of calculating the Availability or as the basis for any advance, loan, extension of credit, or other financial accommodation). (d) Except with respect to Collateral delivered to If required by the terms of the Credit Agreement and not waived by the Agent pursuant to this Section 6.2in writing (which waiver may be revoked), the Borrower each Grantor shall immediately following the execution or receipt obtain authenticated control agreements from each issuer of a Contract, stamp on the Contract the following words: “This document is subject to a security interest in favor of Bank of America, N.A., as agent”.uncertificated

Perfection and Protection of Security Interest. (a) The Borrower shall, at its expense, perform all steps requested by the Agent Lender at any time to perfect, maintain, protect, and enforce the Agent’s LiensSecurity Interest including, includingwithout limitation: (ia) executing, delivering and/or executing and recording of the Copyright, Patent and Trademark Assignments and executing and filing financing or continuation statements, and amendments thereof, in form and substance reasonably satisfactory to the AgentLender; (iib) delivering to the Agent Lender the originals of all instruments, documents, and chattel paper, and all other Collateral of which the Agent Lender determines it should have physical possession in order to perfect and protect the Agent’s security interest Security Interest therein, duly pledged, endorsed or assigned to the Agent Lender without restriction; (iiic) delivering to the Lender warehouse receipts covering any portion of the Collateral located in warehouses and for which warehouse receipts are issued; (d) following the occurrence of an Event of Default, transferring Inventory to warehouses designated by the Lender; (e) placing notations on the Borrower’s 's books of account to disclose the Agent’s Security Interest; (f) executing and delivering to the Lender a security interestagreement relating to the Reversions in form and substance satisfactory to the Lender; (g) delivering to the Lender all letters of credit on which the Borrower is named beneficiary; and (ivh) taking such other steps as are deemed necessary or desirable by the Agent Lender to maintain and protect the Agent’s LiensSecurity Interest. To the extent permitted by applicable law, the Agent Lender may file, without the Borrower’s 's signature, one or more financing statements disclosing the Agent’s LiensSecurity Interest. The Borrower agrees that a carbon, photographic, photostatic, or other reproduction of this Agreement or of a financing statement is sufficient as a financing statement. (b) . If any Collateral is at any time in the possession or control of any warehouseman, bailee or any of the Borrower’s 's agents or processorsprocessor, then the Borrower shall notify the Agent Lender thereof and shall, at the request of Agent, shall notify such Person of the Agent’s security interest Security Interest in such Collateral and, upon the Lender's request if an Event of Default has occurred and is continuing, instruct such Person to hold all such Collateral for the Agent’s Lender's account subject to the Agent’s Lender's instructions. If at any time any Collateral having a value in excess of $100,000 in the aggregate is located in on any operating facility of the Borrower Premises that are not owned by the Borrower, then the Borrower shall, at the request of the Agent, shall obtain written landlord lien waivers or subordinationswaivers, in form and substance reasonably satisfactory to the AgentLender, of all present and future Liens to which the owner or lessor or any mortgagee of such premises Premises may be entitled to assert against the Collateral. (c) . From time to time, the Borrower shall, upon the Agent’s Lender's request, execute and deliver confirmatory written instruments pledging to the Agent, for Lender the ratable benefit of the Agent and the Lenders, the Collateral with respect to the BorrowerCollateral, but the Borrower’s 's failure to do so shall not affect or limit any security interest the Security Interest or any the Lender's other rights of the Agent or any Lender in and to the Collateral with respect to the BorrowerCollateral. So long as this Agreement is in effect and until all Obligations have been fully satisfied, the Agent’s Liens Security Interest shall continue in full force and effect in all Collateral (whether or not deemed eligible for the purpose of calculating the Availability or as the basis for any advance, loan, extension of credit, or other financial accommodation). (d) Except with respect to Collateral delivered to the Agent pursuant to this Section 6.2, the Borrower shall immediately following the execution or receipt of a Contract, stamp on the Contract the following words: “This document is subject to a security interest in favor of Bank of America, N.A., as agent”.

Perfection and Protection of Security Interest. (a) The Borrower Each Grantor shall, at its expense, perform all steps requested by the Agent at any time to perfect, maintain, protect, and enforce the Agent’s 's Liens, including: (i) executing, delivering delivering, and/or filing and recording of each Mortgage (if any), each Copyright Security Agreement, Patent Security Agreement, and Trademark Security Agreement to the extent required by the Credit Agreement, and executing (if necessary), authorizing, and filing financing or continuation statements, and amendments thereof, in form and substance reasonably satisfactory to the Agent; (ii) delivering to the Agent warehouse receipts covering any portion of the originals Collateral located in warehouses and for which warehouse receipts are issued and certificates of all instruments, documents, and chattel paper, and all other title covering any portion of the Collateral for which certificates of which the Agent determines it should title have physical possession in order to perfect and protect the Agent’s security interest therein, duly pledged, endorsed or assigned to the Agent without restrictionbeen issued; (iii) at any time during the existence of an Event of Default, transferring Inventory to warehouses or other locations designated by the Agent; (iv) placing notations on the Borrower’s such Grantor's books of account to disclose the Agent’s security interest's Liens; and (ivv) taking such other steps as are deemed necessary or desirable by the Agent to maintain and protect the Agent’s 's Liens. To the extent permitted by applicable law, the Agent may file, without the Borrower’s signature, one or more financing statements disclosing the Agent’s Liens. The Borrower Each Grantor agrees that a carbon, photographic, photostatic, or other reproduction of this Agreement or of a financing statement is sufficient as a financing statement. (b) Unless the Agent shall otherwise consent in writing (which consent may be revoked in the Agent's discretion), each Grantor shall deliver to the Agent all Collateral consisting of negotiable Documents, certificated securities (accompanied by stock powers executed in blank), Chattel Paper, and Instruments promptly after such Grantor receives the same. (c) Upon the Agent's request and otherwise in accordance with the terms of the Credit Agreement, each Grantor shall obtain waivers of Liens from landlords and mortgagees, and each Grantor shall in all instances obtain a signed acknowledgment of the Agent's from any representative, agent, warehouseman, consignee, or bailee having possession of any Collateral that such representative, agent, warehouseman, consignee, or bailee holds such Collateral for the benefit of the Agent. (d) Upon the Agent's request and otherwise in accordance with the terms of the Credit Agreement, each Grantor shall obtain an authenticated control agreement from each issuer of uncertificated securities and from each securities intermediary or commodities intermediary issuing or holding any financial assets or commodities to or for such Grantor. (e) If any Collateral Grantor is at any time in or becomes the possession or control beneficiary of any warehousemana letter of credit, bailee or any of the Borrower’s agents or processors, then the Borrower such Grantor shall promptly notify the Agent thereof and shall, at the request of Agent, notify such Person of upon the Agent’s security interest in 's request enter into a tri-party agreement with the Agent and the issuer and/or confirmation bank with respect to all Letter-of-Credit Rights thereunder assigning such Collateral and instruct such Person to hold all such Collateral for the Agent’s account subject Letter-of-Credit Rights to the Agent’s instructions. If at any time any Collateral is located in any operating facility of Agent and directing all payments thereunder to the Borrower not owned by the BorrowerPayment Account, then the Borrower shall, at the request of the Agent, obtain written landlord lien waivers or subordinations, all in form and substance reasonably satisfactory to the Agent, of all present and future Liens to which the owner or lessor of such premises may be entitled to assert against the Collateral. (cf) From time In accordance with the UCC (or other applicable Requirements of Law) and to time, the Borrower shall, upon the Agent’s request, execute and deliver confirmatory written instruments pledging to extent requested by the Agent, for the ratable benefit of each Grantor shall take all steps necessary to grant the Agent control of all of such Grantor's (i) Deposit Accounts, (ii) electronic Chattel Paper, and (iii) all "transferable records" (as defined in the Lenders, the Collateral with respect to the Borrower, but the Borrower’s failure to do so shall not affect or limit any security interest or any other rights of the Agent or any Lender in and to the Collateral with respect to the Borrower. So long as this Agreement is in effect and until all Obligations have been fully satisfied, the Agent’s Liens shall continue in full force and effect in all Collateral (whether or not deemed eligible for the purpose of calculating the Availability or as the basis for any advance, loan, extension of credit, or other financial accommodationUniform Electronic Transactions Act). (dg) Except Each Grantor hereby irrevocably authorizes the Agent at any time and from time to time to file in any filing office any financing statements and amendments thereto that (i) indicate the Collateral (A) as "all assets" or "all personal property" of such Grantor, or words of similar effect, regardless of whether any particular asset comprised in the Collateral falls within the scope of Article 9 of the UCC, or (B) as being of an equal or lesser scope or with respect greater detail, and (ii) contain any other information required by Part 5 of Article 9 of the UCC for the sufficiency or filing office acceptance of any financing statement or amendment, including (A) whether such Grantor is an organization, the type of organization, any organization identification number issued to such Grantor, and any employer or taxpayer identification number issued to such Grantor, and (B) in the case of a financing statement filed as a fixture filing or indicating any Collateral delivered as as-extracted collateral or timber to be cut, a sufficient description of real property to which such Collateral relates. Each Grantor agrees to furnish any such information to the Agent pursuant promptly upon request. Each Grantor also ratifies its authorization for the Agent to this Section 6.2, file any like financing statements or amendments thereto if filed prior to the Borrower shall immediately following the execution or receipt of a Contract, stamp on the Contract the following words: “This document is subject to a security interest in favor of Bank of America, N.A., as agent”date hereof. (h) Schedule 2.3

Perfection and Protection of Security Interest. (a) The Borrower Each Grantor shall, at its expense, perform all reasonable steps requested by the Agent at any time to perfect, maintain, protect, and enforce the Agent’s Liens, including: (i) executing, delivering and/or filing and recording of the Mortgage(s) and executing and filing financing or continuation statements, and amendments thereof, in form and substance reasonably satisfactory to the Agent; (ii) delivering whenever an Event of Default has occurred and is continuing, transferring Inventory to the Agent the originals of all instruments, documents, and chattel paper, and all warehouses or other Collateral of which the Agent determines it should have physical possession in order to perfect and protect locations designated by the Agent’s security interest therein, duly pledged, endorsed or assigned to the Agent without restriction; (iii) placing notations on the Borrowersuch Grantor’s books of account to disclose the Agent’s security interest; and (iv) taking such other steps as are deemed necessary or reasonably desirable by the Agent to maintain and protect the Agent’s Liens. To the extent permitted by applicable law, the Agent may file, without the Borrower’s signature, one or more financing statements disclosing the Agent’s Liens. The Borrower Each Grantor agrees that a carbon, photographic, photostatic, or other reproduction of this Agreement or of a financing statement is sufficient as a financing statement. (b) If At the reasonable request of the Agent, each Grantor shall deliver to the Agent all Collateral consisting of a reasonable sample of negotiable Documents and all material negotiable Documents, certificated securities (accompanied by stock papers executed in blank), Chattel Paper and Instruments evidencing, comprising or representing the Collateral (including the Pledged Collateral), promptly after such Grantor receives the same, duly endorsed or accompanied by duly executed instruments of transfer or assignment in blank. Upon the occurrence and during the continuation of an Event of Default, the Agent shall have the right, without notice to the Grantors, to transfer to or to register in the name of the Agent or any Collateral is of its nominees any or all of the Pledged Collateral, subject to the revocable rights specified in Section 21(a) hereof. In addition, the Agent shall have the right at any time to exchange certificates or instruments representing or evidencing Pledged Collateral for certificates or instruments of smaller or larger denominations. (c) Each Grantor shall, in accordance with the terms of the Credit Agreement, obtain or use its commercially reasonable efforts to obtain waivers or subordinations of Liens from landlords and mortgagees, and such Grantor shall in all instances (other than as otherwise agreed between LS&Co. and the Agent) obtain signed acknowledgements of the Agent’s Liens from bailees having possession or control of any warehouseman, bailee or any Collateral that they hold for the benefit of the Borrower’s agents Agent. (d) If required by the terms of the Credit Agreement and not waived by the Agent in writing (which waiver may be revoked), each Grantor shall obtain authenticated control agreements from each issuer of uncertificated securities, securities intermediary, or processorscommodities intermediary issuing or holding any financial assets or commodities to or for such Grantor. (e) If any Grantor is or becomes the beneficiary of a letter of credit in respect of an amount exceeding $5,000,000, then the Borrower such Grantor shall promptly notify the Agent thereof and shalland, at the request of Agent, notify such Person of the Agent’s security interest in such Collateral and instruct such Person to hold all such Collateral for the Agent’s account subject to the Agent’s instructions. If at any time any Collateral is located in any operating facility of the Borrower not owned by the Borrower, then the Borrower shall, at upon the request of the Agent, obtain written landlord lien waivers or subordinationsenter into a tri-party agreement with the Agent and the issuer and/or confirmation bank with respect to Letter-of-Credit Rights assigning such Letter-of-Credit Rights to the Agent and directing all payments thereunder to the Payment Account, all in form and substance reasonably satisfactory to the Agent. (f) Upon the request of the Agent, each Grantor shall take all reasonable steps necessary to grant the Agent control of all present electronic chattel paper in accordance with the Code and future Liens all “transferable records” as defined in the Uniform Electronic Transactions Act. (g) Each Grantor hereby irrevocably authorizes the Agent at any time and from time to time to file in any filing office in any Uniform Commercial Code jurisdiction any initial financing statements and amendments thereto that (a) indicate the Collateral (i) as all assets of such Grantor or words of similar effect, regardless of whether any particular asset comprised in the Collateral falls within the scope of Article 9 of the UCC of the State of California or such jurisdiction, or (ii) as being of an equal or lesser scope or with greater detail, and (b) contain any other information required by part 5 of Article 9 of the UCC of the State of California for the sufficiency or filing office acceptance of any financing statement or amendment, including (i) whether such Grantor is an organization, the type of organization and any organization identification number issued to such Grantor, and (ii) in the case of a financing statement filed as a fixture filing or indicating Collateral as as-extracted collateral or timber to be cut, a sufficient description of real property to which the owner Collateral relates. Each Grantor agrees to furnish any such information to the Agent promptly upon request. Each Grantor also ratifies its authorization for the Agent to have filed in any Uniform Commercial Code jurisdiction any like initial financing statements or lessor of such premises may be entitled amendments thereto if filed prior to assert against the Collateraldate hereof. (ch) Each Grantor shall promptly notify the Agent of any material commercial tort claim (as defined in the UCC) acquired by it and unless otherwise consented to by the Agent, such Grantor shall enter into a supplement to this Agreement, granting to the Agent a Lien in such commercial tort claim. (i) From time to time, the Borrower any Grantor shall, upon the Agent’s request, execute and deliver confirmatory written instruments pledging to the Agent, for the ratable benefit of the Agent Agent, the Lenders and the Selected Revolving Lenders, the Collateral with respect to the BorrowerCollateral, but the Borrowersuch Grantor’s failure to do so shall not affect or limit any security interest or any other rights of the Agent or any Lender in and to the Collateral with respect to the Borrowersuch Grantor. So long as this the Credit Agreement is in effect and until all Secured Obligations (other than in respect of inchoate indemnity obligations) have been fully satisfied, the Agent’s Liens shall continue in full force and effect in all Collateral (whether or not deemed eligible for the purpose of calculating the Availability or as the basis for any advance, loan, extension of credit, or other financial accommodation). (d) Except with respect to Collateral delivered to the Agent pursuant to this Section 6.2, the Borrower shall immediately following the execution or receipt of a Contract, stamp on the Contract the following words: “This document is subject to a security interest in favor of Bank of America, N.A., as agent”.

Perfection and Protection of Security Interest. (a) The Additional Borrower shall, at its expense, perform all steps requested by the Agent at any time to perfect, maintain, protect, and enforce the Agent’s 's Liens, including: (i) executing, delivering and/or recording of executing and filing financing or continuation statements, and amendments thereof, in form and substance reasonably satisfactory to the Agent; (ii) delivering to the Agent the originals of all instruments, documents, and chattel paper, and all other Collateral of which the that Agent determines it should have physical possession in order to perfect and protect the Agent’s 's security interest therein, duly pledged, endorsed or assigned to the Agent without restriction; (iii) delivering to Agent warehouse receipts covering any portion of the Collateral located in warehouses and for which warehouse receipts are issued and certificates of title covering any portion of the collateral for which certificates of title have been issued; (iv) when an Event of Default has occurred and is continuing, transferring Inventory to warehouses or other locations designated by Agent; (v) placing notations on the Additional Borrower’s 's books of account to disclose the Agent’s 's security interest; (vi) obtaining control agreements from securities intermediaries with respect to financial assets in the possession of securities intermediaries; (vii) assigning and delivering to Agent all Supporting Obligations, including letters of credit on which Additional Borrower is named beneficiary with the written consent of the issuer thereof; and (ivviii) taking such other steps as are deemed necessary or desirable by the Agent to maintain and protect the Agent’s 's Liens. To the extent permitted . (b) Additional Borrower hereby authorizes Agent at any time and from time to time to file any initial financing statements, amendments thereto and continuation statements as authorized by applicable law, required by Agent to establish or maintain the Agent may filevalidity, without perfection and priority of the Borrower’s signaturesecurity interest granted in this Agreement. For purposes of such filings, one or more financing statements disclosing the Agent’s Liens. The Additional Borrower agrees that a carbonto furnish any information requested by Agent promptly upon request by Agent. Additional Borrower also ratifies its authorization for Agent to have filed any like initial financing statements, photographic, photostatic, amendment thereto or other reproduction continuation statements if filed prior to the date of this Agreement or of a financing statement is sufficient as a financing statementAgreement. (bc) If any Collateral is at any time in the possession or control of any warehouseman, bailee or any of the Additional Borrower’s 's agents or processors, then the Additional Borrower shall notify the Agent thereof and shall, at shall obtain a bailee letter acknowledged by the request of Agent, notify bailee that notifies such Person of the Agent’s 's security interest in such Collateral and instruct instructs such Person to hold all such Collateral for the Agent’s 's account subject to the Agent’s 's instructions. If at any time any Collateral is located in any operating facility of the Additional Borrower not owned that is leased by the Additional Borrower, then the Additional Borrower shall, at the request of the Agent, shall obtain written landlord lien waivers or subordinations, in form and substance reasonably satisfactory to the Agent, of that waives or subordinates all present and future Liens to which the owner or lessor of such premises may be entitled to assert against the Collateral. (cd) From time to time, the Additional Borrower shall, upon the Agent’s 's request, execute and deliver confirmatory written instruments pledging to the Agent, for the ratable benefit of the Agent and the Lenders, the Collateral with respect to the BorrowerCollateral, but the Additional Borrower’s 's failure to do so shall not affect or limit any security interest or any other rights of the Agent or any Lender in and to the Collateral with respect to the Additional Borrower. So long as this the Credit Agreement is in effect and until all Obligations have been fully satisfied, the Agent’s 's Liens shall continue in full force and effect in all Collateral (whether or not deemed eligible for the purpose of calculating the Availability or as the basis for any advance, loan, extension of credit, or other financial accommodation). (d) Except with respect to Collateral delivered to the Agent pursuant to this Section 6.2, the Borrower shall immediately following the execution or receipt of a Contract, stamp on the Contract the following words: “This document is subject to a security interest in favor of Bank of America, N.A., as agent”.

Perfection and Protection of Security Interest. (a) The Borrower Each Loan Party shall, at its expense, perform all steps requested by the Agent at any time to perfect, maintain, protect, and enforce the Agent’s 's Liens, including: (i) executing, delivering and/or recording of executing and filing financing or continuation statements, and amendments thereof, in form and substance reasonably satisfactory to the Agent; (ii) executing and delivering the Maritime Security Documents; (iii) delivering to the Agent the originals of all instruments, documents, and chattel paper, and all other Collateral of which the Agent determines it should have physical possession in order to perfect and protect the Agent’s 's security interest therein, duly pledged, endorsed or assigned to the Agent without restriction; (iiiiv) delivering to the Agent warehouse receipts covering any portion of the Collateral located in warehouses and for which warehouse receipts are issued and certificates of title covering any portion of the collateral for which certificates of title have been issued; (v) when an Event of Default exists, transferring Inventory to warehouses or other locations designated by the Agent; (vi) placing notations on the Borrower’s its books of account to disclose the Agent’s 's security interest; (vii) delivering to the Agent all letters of credit on which it is named beneficiary; and (ivviii) taking such other steps as are deemed necessary or desirable by the Agent to maintain and protect the Agent’s 's Liens. To the extent permitted by applicable law, the Agent may file, without the Borrower’s any Loan Party's signature, one or more financing statements disclosing the Agent’s 's Liens. The Borrower Each Loan Party agrees that a carbon, photographic, photostatic, or other reproduction of this Agreement or of a financing statement is sufficient as a financing statement. (b) If any Collateral is at any time in the possession or control of any warehouseman, bailee or any of the Borrower’s Loan Party's agents or processors, then the Borrower such Loan Party shall notify the Agent thereof and shall, at the request of the Agent, notify such Person of the Agent’s 's security interest in such Collateral and instruct such Person to hold all such Collateral for the Agent’s 's account subject to the Agent’s 's instructions. If at any time any Collateral is located in on any operating facility of the Borrower a Loan Party which is not owned by the Borrowersuch Loan Party, then the Borrower such Loan Party shall, at the request of the Agent, obtain written landlord lien waivers or subordinations, in form and substance reasonably satisfactory to the Agent, of all present and future Liens to which the owner or lessor of such premises may be entitled to assert against the Collateral. (c) From time to time, the Borrower each Loan Party shall, upon the Agent’s 's request, execute and deliver confirmatory written instruments pledging to the Agent, for the ratable benefit of the Agent and the Lenders, the Collateral with respect to the Borrowersuch Loan Party, but the Borrower’s failure to do so shall not affect or limit any security interest or any other rights of the Agent or any Lender in and to the Collateral with respect to the Borrowersuch Loan Party. So long as this Agreement is in effect and until all Obligations have been fully satisfied, the Agent’s 's Liens shall continue in full force and effect in all Collateral (whether or not deemed eligible for the purpose of calculating the Availability or as the basis for any advance, loan, extension of credit, or other financial accommodation). (d) Except To the extent any Loan Party is or becomes the issuer of any Investment Property that is Collateral, each such Loan Party (in such capacity, an "Issuer") agrees as follows with respect to Collateral such Investment Property: (i) All such Investment Property issued by such Issuer, all warrants, and all non-cash dividends and other non-cash distributions in respect thereof at any time registered in the name of, or otherwise deliverable to, any Loan Party, shall be delivered directly to the Agent pursuant Agent, for the account of such Loan Party, at the Agent's address for notices set forth in Section 15.8. (ii) Such Issuer will not acknowledge any transfer or encumbrance in respect of such Investment Property to this Section 6.2, the Borrower shall immediately following the execution or receipt of a Contract, stamp on the Contract the following words: “This document is subject to a security interest in favor of Bank any Person other than the Agent or a Person designated by the Agent in writing. (iii) With respect to any of Americasuch Investment Property at any time constituting an uncertificated security as defined by the UCC, N.A., as agent”the Issuer will comply with instructions originated by the Agent without further consent by the registered owner thereof.

Perfection and Protection of Security Interest. (a) The Borrower Debtor shall, at its expense, perform all steps reasonably requested by the Collateral Agent at any time to perfect, maintain, protect, and enforce the Collateral Agent’s Liens, includingincluding without limitation: (i) executing, delivering and/or recording of filing financing or continuation statements, and amendments thereof, in form and substance reasonably satisfactory to the Collateral Agent; (ii) delivering to the Collateral Agent warehouse receipts covering any portion of the originals Collateral located in warehouses and for which warehouse receipts are issued and certificates of all instruments, documents, and chattel paper, and all other title covering any portion of the Collateral for which certificates of which the Agent determines it should title have physical possession in order to perfect and protect the Agent’s security interest therein, duly pledged, endorsed or assigned to the Agent without restrictionbeen issued; (iii) when any Event of Default has occurred and is continuing, transferring Inventory to warehouses or other locations designated by the Collateral Agent; (iv) placing notations on the BorrowerDebtor’s books of account to disclose the Collateral Agent’s security interest; and (ivv) taking such other steps as are deemed reasonably necessary or desirable by the Collateral Agent to maintain and protect the Collateral Agent’s Liens. To Notwithstanding the foregoing, unless any Event of Default shall have occurred and be continuing, the Debtor shall not be required to take any action to perfect the Collateral Agent’s Liens in (w) Investment Property with an aggregate value less than $100,000, (x) any Letter-of-Credit Rights with respect to any letter of credit with a face amount of $150,000 or less, but only to the extent permitted by applicable lawthat the aggregate face amount of all letters of credit does not exceed $750,000, (y) any Deposit Account with a balance of $150,000 or less at the Agent may fileclose of any Business Day, without but only to the Borrower’s signatureextent that the aggregate number of Deposit Accounts does not exceed five (5) at any time, one or more financing statements disclosing the Agent’s Liens(z) electronic Chattel Paper in an aggregate amount of less than $100,000. The Borrower Debtor agrees that a carbon, photographic, photostatic, or other reproduction of this Security Agreement or of a financing statement is sufficient as a financing statement. (b) If any Upon the Collateral is at any time in the possession or control of any warehouseman, bailee or any of the Borrower’s agents or processors, then the Borrower shall notify the Agent thereof and shall, at the request of Agent, notify such Person of the Agent’s security interest in such Collateral and instruct such Person to hold all such Collateral for request, the Agent’s account subject Debtor shall deliver to the Agent’s instructions. If at any time any Collateral is located Agent all Collateral consisting of negotiable or non-negotiable Documents, certificated securities (accompanied by stock powers executed in any operating facility of blank), Chattel Paper and Instruments promptly after the Borrower not owned by Debtor receives the Borrower, then the Borrower shall, at the request of the Agent, obtain written landlord lien waivers or subordinations, in form and substance reasonably satisfactory to the Agent, of all present and future Liens to which the owner or lessor of such premises may be entitled to assert against the Collateralsame. (c) From time Subject to timeSection 5.1(a), the Borrower shall, upon the Agent’s request, execute and deliver confirmatory written instruments pledging Debtor shall take all steps necessary to the Agent, for the ratable benefit of the Agent and the Lenders, grant the Collateral Agent control of all electronic Chattel Paper in accordance with respect to the Borrower, but the Borrower’s failure to do so shall not affect or limit any security interest or any other rights of the Agent or any Lender in and to the Collateral with respect to the Borrower. So long as this Agreement is in effect and until all Obligations have been fully satisfied, the Agent’s Liens shall continue in full force and effect in all Collateral (whether or not deemed eligible for the purpose of calculating the Availability or as the basis for any advance, loan, extension of credit, or other financial accommodation)UCC. (d) Except The Debtor hereby irrevocably authorizes the Collateral Agent at any time and from time to time to file in any filing office in any Uniform Commercial Code jurisdiction any initial financing statements and amendments thereto that (a) indicate the Collateral (i) as “all personal property” or “all assets” of the Debtor (other than the Excluded Property), or words of similar effect, regardless of whether any particular asset comprised in the Collateral falls within the scope of Article 9 of the UCC of the State of Delaware or such jurisdiction, or (ii) as being of an equal or lesser scope or with greater detail, and (b) contain any other information required by part 5 of Article 9 of the UCC of the State of Delaware for the sufficiency or filing office acceptance of any financing statement or amendment, including (A) whether the Debtor is an organization, the type of organization and any organizational identification number issued to the Debtor, and (B) in the case of a financing statement filed as a fixture filing or indicating Collateral as as-extracted collateral or timber to be cut, a sufficient description of the real property to which the Collateral relates. The Debtor agrees to furnish any such information to the Collateral Agent promptly upon request, and to pay on demand all fees, costs and expenses associated with all such filings. The Debtor also ratifies its authorization for the Collateral Agent to have filed in any Uniform Commercial Code jurisdiction any like initial financing statements or amendments thereto if filed prior to the date hereof. (e) The Debtor shall promptly notify the Collateral Agent of any commercial tort claim (as defined in the UCC) in excess of $1,000,000 acquired or owned by it and unless otherwise consented to by the Collateral Agent, the Debtor shall enter into a supplement to this Security Agreement, granting to the Collateral Agent a Lien in such commercial tort claim. (f) Upon the Collateral Agent’s request, but not more frequently than once during each calendar year, the Debtor shall provide to the Collateral Agent a certificate of good standing from its state of incorporation or organization. (g) Without limiting the prohibitions on mergers involving the Debtor contained in the Credit Agreement, the Debtor will not change its name, operate under any assumed name, change its structure, reincorporate or reorganize itself, or change its jurisdiction of incorporation without giving the Collateral Agent at least thirty (30) days’ prior written notice and, unless prior to such change, the Debtor shall have taken all action reasonably necessary or desirable or that the Collateral Agent may reasonably request, to preserve, perfect, confirm and protect in the manner and to the extent provided for in this Security Agreement the security interests granted hereby. (h) The Debtor acknowledges that it is not authorized to file any financing statement with respect to any of the Collateral, or any amendment or termination statement with respect to any such financing statement, without the prior written consent of the Collateral delivered Agent and agrees that it will not do so without the prior written consent of the Collateral Agent, subject to the Agent pursuant to this Debtor’s rights under Section 6.29-509(d)(2) of the UCC. (i) The Debtor shall not, except in connection with any Permitted Lien, enter into any contract or agreement that restricts or prohibits the Borrower shall immediately following the execution or receipt grant of a Contract, stamp on the Contract the following words: “This document is subject to a security interest in favor Accounts, Chattel Paper, Instruments or payment intangibles or the proceeds of Bank of America, N.A., as agent”the foregoing to the Collateral Agent.

Perfection and Protection of Security Interest. (a) The Each Borrower shall, at its expense, perform all steps requested by the Agent Lender at any time to perfect, maintain, protect, and enforce the Agent’s LiensSecurity Interest including, includingwithout limitation: (ia) executing, delivering and/or recording of executing and filing financing or continuation statements, and amendments thereof, all in form and substance reasonably satisfactory to the AgentLender; (iib) delivering to the Agent Lender the originals of all instruments, documents, and chattel paper, and all other Collateral of which the Agent Lender determines it should have physical possession in order to perfect and protect the Agent’s security interest Security Interest therein, duly pledged, endorsed or assigned to the Agent Lender without restriction; (iiic) placing notations on the such Borrower’s 's books of account to disclose the Agent’s Security Interest; (d) executing and delivering to the Lender a security interestagreement relating to the Reversions in form and substance satisfactory to the Lender; (e) delivering to the Lender all letters of credit on which such Borrower is named beneficiary; and (ivf) taking such other steps as are deemed necessary or desirable by the Agent Lender to maintain and protect the Agent’s LiensSecurity Interest. To the extent permitted by applicable law, the Agent Lender may file, without the either Borrower’s 's signature, one or more financing statements disclosing the Agent’s LiensSecurity Interest. The Each Borrower agrees that a carbon, photographic, photostatic, or other reproduction of this Agreement or of a financing statement is sufficient as a financing statement. (b) . If any Collateral is at any time in the possession or control of any warehouseman, bailee or any agent of the a Borrower’s agents or processors, then the such Borrower shall notify the Agent Lender thereof and shall, at the request of Agent, shall notify such Person of the Agent’s security interest Security Interest in such Collateral and and, upon the Lender's request, instruct such Person to hold all such Collateral for the Agent’s Lender's account subject to the Agent’s Lender's instructions. If at any time any Collateral is located in any operating facility of the Borrower not owned by the Borrower, then the Borrower shall, at the request of the Agent, obtain written landlord lien waivers or subordinations, in form and substance reasonably satisfactory to the Agent, of all present and future Liens to which the owner or lessor of such premises may be entitled to assert against the Collateral. (c) From time to time, the each Borrower shall, upon the Agent’s Lender's request, execute and deliver confirmatory written instruments pledging to the Agent, for Lender the ratable benefit of the Agent and the Lenders, the Collateral with respect to the BorrowerCollateral, but the a Borrower’s 's failure to do so shall not affect or limit any security interest the Security Interest or any the Lender's other rights of the Agent or any Lender in and to the Collateral with respect to the BorrowerCollateral. So long as this Agreement is in effect and until all Obligations have been fully satisfied, the Agent’s Liens Security Interest shall continue in full force and effect in all Collateral (whether or not deemed eligible for the purpose of calculating the Availability or as the basis for any advance, loan, extension of credit, or other financial accommodation)Collateral. (d) Except with respect to Collateral delivered to the Agent pursuant to this Section 6.2, the Borrower shall immediately following the execution or receipt of a Contract, stamp on the Contract the following words: “This document is subject to a security interest in favor of Bank of America, N.A., as agent”.

Perfection and Protection of Security Interest. (a) The Each Borrower shall, at its expense, perform all steps requested by the Agent at any time to perfect, maintain, protect, and enforce the Agent’s 's Liens, including: (i) executing, delivering delivering, and/or filing and recording of the Mortgages, the Copyright, Patent, and Trademark Agreements, and executing and filing financing or continuation statements, and amendments thereof, in form and substance reasonably satisfactory to the Agent; (ii) delivering to the Agent the originals of all instruments, documents, and chattel paper, and all other Collateral of which the Agent determines it should have physical possession in order to perfect and protect the Agent’s 's security interest therein, duly pledged, endorsed endorsed, or assigned to the Agent without restriction; (iii) placing notations on delivering to the Borrower’s books Agent (A) warehouse receipts covering any portion of account to disclose the Collateral located in warehouses and for which warehouse receipts are issued and (B) if requested by the Agent’s security interest, certificates of title reflecting the Agent's Liens covering any portion of the Collateral for which certificates of title have been issued; (iv) when an Event of Default exists, transferring Inventory to warehouses or other locations designated by the Agent; (v) delivering to the Agent all letters of credit on which such Borrower is named beneficiary; and (ivvi) taking such other steps as are reasonably deemed necessary or desirable by the Agent to maintain and protect the Agent’s 's Liens. To the extent permitted by applicable lawany Requirement of Law, the Agent may file, without the any Borrower’s 's signature, one or more financing statements disclosing the Agent’s 's Liens. The Each Borrower agrees that a carbon, photographic, photostatic, or other reproduction of this Agreement or of a financing statement executed and delivered by such Borrower is sufficient as a financing statement. (b) If any Collateral is at any time in the possession or control of any warehouseman, bailee bailee, or any of the such Borrower’s 's agents or processors, then the such Borrower shall notify the Agent thereof and shall, at the request of the Agent, notify such Person of the Agent’s 's security interest in such Collateral and instruct such Person to hold all such Collateral for the Agent’s 's account subject to the Agent’s 's instructions. If at any time any Collateral is located in at any operating facility of the a Borrower which is not owned by the such Borrower, then the such Borrower shall, at the request of the Agent, shall use commercially reasonable efforts to obtain written landlord lien waivers or subordinations, in form and substance reasonably satisfactory to the Agent, of all present and future Liens to which the owner or lessor of such premises may be entitled to assert against the Collateral; PROVIDED that in the event any Borrower is unable to obtain any such written waiver or subordination, the Agent may, in its discretion establish a reserve with respect to any such Collateral. (c) From time to time, the each Borrower shall, upon the Agent’s 's request, execute and deliver confirmatory written instruments pledging to the Agent, for the ratable benefit of the Agent and the Lenders, the Collateral with respect to the such Borrower, but the Borrower’s failure to do so shall not affect or limit any security interest or any other rights of the Agent or any Lender in and to the Collateral with respect to the such Borrower. So long as this Agreement is in effect and until all Obligations have been fully satisfied, the Agent’s 's Liens shall continue in full force and effect in all Collateral (whether or not deemed eligible for the purpose of calculating the Available Credit or the Availability or as the basis for any advance, loan, extension of credit, or other financial accommodation). (d) Except To the extent any Borrower is the owner of or becomes the issuer of any Investment Property that is Collateral (each such Person which issues any such Investment Property being referred to herein as an "ISSUER"), each such Borrower which is an Issuer agrees, and each Borrower which is the owner of any Investment Property agrees to cause any the Issuer thereof to agree, as follows with respect to Collateral such Investment Property: (i) All such Investment Property issued by such Issuer, all warrants, and all non-cash dividends and other non-cash distributions in respect thereof at any time registered in the name of, or otherwise deliverable to, any Borrower, shall be delivered directly to the Agent pursuant Agent, for the account of such Borrower, at the Agent's address for notices set forth in SECTION 15.8. POST-PETITION LOAN AGREEMENT - Page 60 (ii) During the existence of any Event of Default, all cash dividends, cash distributions, and other cash or cash equivalents in respect of such Investment Property at any time payable or deliverable to this Section 6.2, the any Borrower shall immediately following be delivered directly to the execution Agent, for the account of the Agent and the Lenders, at the Agent's address for notices set forth in SECTION 15.8. (iii) Such Issuer will not acknowledge any transfer or receipt encumbrance in respect of a Contract, stamp on the Contract the following words: “This document is subject such Investment Property to a security interest or in favor of Bank any Person other than the Agent or a Person designated by the Agent in writing. (iv) With respect to any of Americasuch Investment Property at any time constituting an uncertificated security as defined by the UCC, N.A., as agent”such Issuer will comply with instructions originated by the Agent without further consent by the registered owner thereof.

Perfection and Protection of Security Interest. (a) The Borrower Each Credit Party shall, at its expense, perform all steps requested by the Administrative Agent at any time to perfect, maintain, protect, and enforce the Administrative Agent’s 's Liens, including, without limitation: (i) executing, delivering and/or filing and recording of the Amended Mortgages, the Amended Collateral Assignments and the Amended and Restated Patent and Trademark Agreements and executing and filing financing or continuation statements, and amendments thereof, in form and substance reasonably satisfactory to the Administrative Agent; (ii) delivering to the Administrative Agent the originals of all instruments, documents, and chattel paper, and all other Collateral of which the Administrative Agent determines it should have physical possession in order to perfect and protect the Administrative Agent’s 's security interest therein, duly pledged, endorsed or assigned to the Administrative Agent without restriction; (iii) placing notations on delivering to the Borrower’s books Administrative Agent warehouse receipts covering any portion of account to disclose the Agent’s security interestCollateral located in warehouses and for which warehouse receipts are issued; and (iv) taking such other steps as are deemed necessary or desirable by the Administrative Agent to maintain and protect the Administrative Agent’s 's Liens. To the extent permitted by applicable law, the Administrative Agent may file, without the Borrower’s any Credit Party's signature, one or more financing statements disclosing the Administrative Agent’s 's Liens. The Borrower Each Credit Party agrees that a carbon, photographic, photostatic, or other reproduction of this Agreement or of a financing statement is sufficient as a financing statement. (b) If any Collateral is at any time in the possession or control of any warehouseman, bailee or any of the Borrower’s Credit Party's agents or processors, then the Borrower such Credit Party shall notify the Administrative Agent thereof and shall, at the request of Agent, shall notify such Person of the Administrative Agent’s 's security interest in such Collateral and and, upon the Administrative Agent's request, instruct such Person to hold all such Collateral for the Administrative Agent’s 's account subject to the Administrative Agent’s 's instructions. If at any time any Collateral is located in any operating facility of the Borrower not owned by the Borrower, then the Borrower shall, at the request of the Agent, obtain written landlord lien waivers or subordinations, in form and substance reasonably satisfactory to the Agent, of all present and future Liens to which the owner or lessor of such premises may be entitled to assert against the Collateral. (c) From time to time, the Borrower each Credit Party shall, upon the Administrative Agent’s 's request, execute and deliver confirmatory written instruments pledging to the Administrative Agent, for the ratable benefit of the Administrative Agent and the Lenders, the Collateral with respect to the Borrowersuch Credit Party, but the Borrower’s such Credit Party's failure to do so shall not affect or limit any the Administrative Agent's security interest or any the Administrative Agent's other rights of the Agent or any Lender in and to the Collateral with respect to the Borrowersuch Credit Party. So long as this Agreement is in effect and until all Obligations have been fully satisfied, the Administrative Agent’s 's Liens shall continue in full force and effect in all Collateral (whether or not deemed eligible for the purpose of calculating the Individual Availability, the Individual Term Availability or the Combined Availability or as the basis for any advance, loan, extension of credit, or other financial accommodation). (d) Except with respect to Collateral delivered to the Agent pursuant to this Section 6.2, the Borrower shall immediately following the execution or receipt of a Contract, stamp on the Contract the following words: “This document is subject to a security interest in favor of Bank of America, N.A., as agent”.

Perfection and Protection of Security Interest. (a) The Borrower shall, at its expense, perform all steps reasonably requested by the Agent Lender at any time to perfect, maintain, protect, and enforce its Liens in the Agent’s LiensCollateral including, includingwithout limitation: (i) executing, delivering and/or recording of executing and filing financing or continuation statements, and amendments thereof, in form and substance reasonably satisfactory to the AgentLender; (ii) delivering to the Agent Lender the originals of all instruments, documents, and chattel paper, and all other Collateral of which the Agent Lender determines it should have physical possession in order to perfect and protect the Agent’s Lender's security interest therein, duly pledged, endorsed or assigned to the Agent Lender without restriction; (iii) placing notations delivering to the Lender warehouse receipts covering any portion of the Collateral located in warehouses and for which warehouse receipts are issued; (iv) delivering to the Lender all letters of credit on which the Borrower’s books of account to disclose the Agent’s security interestBorrower is named beneficiary; and (ivv) taking such other steps as are deemed necessary or desirable by the Agent Lender to maintain and protect the Agent’s its Liens. To the extent permitted by applicable law, the Agent Lender may file, without the Borrower’s 's signature, one or more financing statements disclosing the Agent’s its Liens. The Borrower agrees that a carbon, photographic, photostatic, or other reproduction of this Agreement or of a financing statement is sufficient as a financing statement. (b) If any Collateral is at any time in the possession or control of any warehouseman, bailee or any agent of the Borrower’s agents or processors, then the Borrower shall notify the Agent Lender thereof and shall, at the request of Agent, shall notify such Person of the Agent’s Lender's security interest in such Collateral and and, upon the Lender's request, instruct such Person to hold all such Collateral for the Agent’s account subject to the Agent’s instructions. If at any time any Collateral is located in any operating facility of the Borrower not owned by the Borrower, then the Borrower shall, at the request of the Agent, obtain written landlord lien waivers or subordinations, in form and substance reasonably satisfactory to the Agent, of all present and future Liens to which the owner or lessor of such premises may be entitled to assert against the Collateral. (c) From time to time, the Borrower shall, upon the Agent’s request, execute and deliver confirmatory written instruments pledging to the Agent, for the ratable benefit of the Agent and the Lenders, the Collateral with respect to the Borrower, but the Borrower’s failure to do so shall not affect or limit any security interest or any other rights of the Agent or any Lender in and to the Collateral with respect to the Borrower. So long as this Agreement is in effect and until all Obligations have been fully satisfied, the Agent’s Liens shall continue in full force and effect in all Collateral (whether or not deemed eligible for the purpose of calculating the Availability or as the basis for any advance, loan, extension of credit, or other financial accommodation). (d) Except with respect to Collateral delivered to the Agent pursuant to this Section 6.2, the Borrower shall immediately following the execution or receipt of a Contract, stamp on the Contract the following words: “This document is subject to a security interest in favor of Bank of America, N.A., as agent”.

Perfection and Protection of Security Interest. (a) The Borrower shall, at its expense, perform take all steps actions requested by the Agent FINOVA at any time to perfect, maintain, protect, protect and enforce FINOVA's first priority security interest and other rights in the Agent’s LiensCollateral and the priority thereof from time to time, including: , without limitation, (i) executing, delivering and/or recording of executing and filing financing or continuation statements, statements and amendments thereofthereof and executing and delivering such documents and titles in connection with motor vehicles as FINOVA shall require, all in form and substance reasonably satisfactory to the Agent; FINOVA, (ii) maintaining a perpetual inventory and complete and accurate stock records, (iii) delivering to FINOVA warehouse receipts covering any portion of the Agent the originals of all instruments, documentsCollateral located in warehouses and for which warehouse receipts are issued, and chattel papertransferring Inventory to warehouses designated by FINOVA, and all other Collateral of which the Agent determines it should have physical possession in order to perfect and protect the Agent’s security interest therein, duly pledged, endorsed or assigned to the Agent without restriction; (iiiiv) placing notations on the Borrower’s 's books of account to disclose the Agent’s FINOVA's security interest; interest therein and (ivv) taking such other steps as are deemed necessary or desirable by the Agent delivering to maintain and protect the Agent’s LiensFINOVA all letters of credit on which Borrower is named beneficiary. To the extent permitted by applicable law, the Agent FINOVA may file, without the Borrower’s Bxxxxxxx's signature, one or more financing statements disclosing the Agent’s LiensFINOVA's security interest under this Agreement. The Borrower Bxxxxxxx agrees that a carbon, photographic, photostatic, photostatic or other reproduction of this Agreement or of a financing statement is sufficient as a financing statement. (b) . If any Collateral is at any time in the possession or control of any warehouseman, bailee or any of the Borrower’s 's agents or processors, then the Borrower shall notify the Agent thereof and shall, at the request of Agent, notify such Person of the Agent’s FINOVA's security interest in such Collateral and and, upon FINOVA's request, instruct such Person them to hold all such Collateral for the Agent’s FINOVA's account subject to the Agent’s FINOVA's instructions. If at any time any Collateral is located in any operating facility of the Borrower not owned by the Borrower, then the Borrower shall, at the request of the Agent, obtain written landlord lien waivers or subordinations, in form and substance reasonably satisfactory to the Agent, of all present and future Liens to which the owner or lessor of such premises may be entitled to assert against the Collateral. (c) From time to time, the Borrower shall, upon the Agent’s FINOVA's request, execute and deliver confirmatory written instruments pledging to the Agent, for the ratable benefit of the Agent and the Lenders, the Collateral with respect to the BorrowerFINOVA, but the Borrower’s Bxxxxxxx's failure to do so shall not affect or limit any FINOVA's security interest or any other rights of the Agent or any Lender in and to the Collateral with respect to Collateral. Until the Borrower. So long as this Agreement is in effect and until all Obligations have been fully satisfiedsatisfied and FXXXXX's obligation to make further advances hereunder has terminated, FXXXXX's security interest in the Agent’s Liens Collateral shall continue in full force and effect in all Collateral (whether or not deemed eligible for the purpose of calculating the Availability or as the basis for any advance, loan, extension of credit, or other financial accommodation)effect. (d) Except with respect to Collateral delivered to the Agent pursuant to this Section 6.2, the Borrower shall immediately following the execution or receipt of a Contract, stamp on the Contract the following words: “This document is subject to a security interest in favor of Bank of America, N.A., as agent”.

Perfection and Protection of Security Interest. (a) The Borrower Credit Parties shall, at its their expense, perform all steps requested by the Agent at any time to perfect, maintain, protect, and enforce the Agent’s 's Liens, including: (i) executing, delivering and/or filing and recording of the Copyright Security Agreements and Patent and Trademark Agreements and executing and filing financing or continuation statements, and amendments thereof, in form and substance reasonably satisfactory to the Agent; (ii) delivering to the Agent warehouse receipts covering any portion of the originals Collateral located in warehouses and for which warehouse receipts are issued and certificates of all instrumentstitle covering any portion of the collateral for which certificates of title have been issued, documents, and chattel paper, and all other Collateral of which unless the Agent determines it should shall have physical possession obtained a Collateral Access Agreement in order to perfect form and protect the Agent’s security interest therein, duly pledged, endorsed or assigned substance acceptable to the Agent without restrictionfrom any applicable warehouseman; (iii) upon the occurrence of an Event of Default, transferring Inventory to warehouses or other locations designated by the Agent; (iv) placing notations on the Borrower’s Credit Parties' books of account to disclose the Agent’s 's security interest; and (ivv) taking such other steps as are deemed reasonably necessary or desirable by the Agent to maintain and protect the Agent’s Liens. To the extent permitted by applicable law, the Agent may file, without the Borrower’s signature, one or more financing statements disclosing the Agent’s 's Liens. The Borrower agrees Credit Parties agree that a carbon, photographic, photostatic, or other reproduction of this Security Agreement or of a financing statement is sufficient as a financing statement. (b) If any Promptly after the Agent's request therefore, the Credit Parties shall deliver to Agent all Collateral is at any time consisting of negotiable Documents, certificated securities (accompanied by stock powers executed in blank), Chattel Paper and Instruments. (c) The Credit Parties shall, in accordance with the possession or control of any warehouseman, bailee or any terms of the Borrower’s agents Credit Agreement, obtain or processorsuse their commercially reasonable efforts to obtain waivers or subordinations of Liens from landlords and mortgagees. (d) If required by the terms of the Credit Agreement and not waived by Agent in writing (which waiver may be revoked), then the Borrower Credit Parties shall obtain authenticated control agreements from each issuer of uncertificated securities, securities intermediary, or commodities intermediary issuing or holding any financial assets or commodities to or for any Credit Party. (e) If a Credit Party is or becomes the beneficiary of a letter of credit (other than those issued for the account of a Credit Party pursuant to the Credit Agreement), such Credit Party shall promptly notify the Agent thereof and shall, at enter into a tri-party agreement with Agent and the request of Agent, notify issuer and/or confirmation bank with respect to Letter-of-Credit Rights assigning such Person of the Agent’s security interest in such Collateral Letter-of-Credit Rights to Agent and instruct such Person to hold directing all such Collateral for the Agent’s account subject payments thereunder to the Agent’s instructions. If at any time any Collateral is located in any operating facility of the Borrower not owned by the BorrowerPayment Account, then the Borrower shall, at the request of the Agent, obtain written landlord lien waivers or subordinations, all in form and substance reasonably satisfactory to Agent. (f) The Credit Parties shall take all steps necessary to grant the Agent, Agent control of all present electronic chattel paper in accordance with the Code and future Liens all "transferable records" as defined in the Uniform Electronic Transactions Act. (g) The Credit Parties hereby irrevocably authorize Agent at any time and from time to time during the term of the Credit Agreement to file in any filing office in any Uniform Commercial Code jurisdiction any initial financing statements and amendments thereto that (a) indicate the Collateral (i) as all assets of Credit Parties or words of similar effect, regardless of whether any particular asset comprised in the Collateral falls within the scope of Article 9 of the UCC of the State of New York or such jurisdiction, or (ii) as being of an equal or lesser scope or with greater detail, and (b) contain any other information required by part 5 of Article 9 of the UCC of the State of New York for the sufficiency or filing office acceptance of any financing statement or amendment, including (i) whether the Credit Party is an organization, the type of organization and any organization identification number issued to such Credit Party, and (ii) in the case of a financing statement filed as a fixture filing or indicating Collateral as as-extracted collateral or timber to be cut, a sufficient description of real property to which the owner Collateral relates. The Credit Parties agree to furnish any such information to Agent promptly upon written request. Each Credit Party also ratifies its authorization for Agent to have filed in any Uniform Commercial Code jurisdiction any like initial financing statements or lessor of such premises may be entitled amendments thereto if filed prior to assert against the Collateraldate hereof. (ch) Each Credit Party shall promptly notify Agent of any commercial tort claim (as defined in the UCC) acquired by it and unless otherwise consented by Agent, such Credit Party shall enter into a supplement to this Security Agreement, granting to Agent a Lien in such commercial tort claim. (i) From time to time, the Borrower Credit Parties shall, upon the Agent’s 's written request, execute and deliver confirmatory written instruments pledging to the Agent, for the ratable benefit of the Agent and the Lenders, the Collateral with respect to the BorrowerCollateral, but the Borrower’s Credit Parties' failure to do so shall not affect or limit any security interest or any other rights of the Agent or any Lender in and to the Collateral with respect to the BorrowerCredit Parties. So long as this the Credit Agreement is in effect and until all Obligations have been fully satisfied, the Agent’s 's Liens shall continue in full force and effect in all Collateral (whether or not deemed eligible for the purpose of calculating the Availability or as the basis for any advance, loan, extension of credit, or other financial accommodation). (d) Except with respect to Collateral delivered to the Agent pursuant to this Section 6.2, the Borrower shall immediately following the execution or receipt of a Contract, stamp on the Contract the following words: “This document is subject to a security interest in favor of Bank of America, N.A., as agent”.

Perfection and Protection of Security Interest. (a) The Borrower Each Loan Party shall, at its expense, perform all steps requested by the Agent at any time to more fully effectuate, perfect, maintain, protect, and enforce the Agent’s 's Liens, including, without limitation, at the request of the Agent: (i) executing, delivering and/or filing and recording of the Mortgage(s) and any additional security agreements or assignments with respect to Property Rights of such Loan Party and filing or authorizing the Agent to file financing or continuation statements, and amendments thereof, in form and substance reasonably satisfactory to the Agent; (ii) delivering to the Agent the originals of all instrumentsInstruments, documentsDocuments, and chattel paperChattel Paper of such Loan Party, and all other Collateral of which the Agent determines it should have physical possession in order to perfect and protect the Agent’s 's security interest therein, duly pledged, endorsed or assigned to the Agent without restriction; (iii) delivering to the Agent warehouse receipts covering any portion of the Collateral located in warehouses and for which warehouse receipts are issued and certificates of title covering any portion of the Collateral for which certificates of title have been issued; (iv) when an Event of Default exists and is continuing, transferring its Inventory to warehouses designated by the Agent; (v) placing notations on the Borrower’s such Loan Party's books of account to disclose the Agent’s 's security interest; (vi) obtaining control agreements from securities intermediaries with respect to financial assets in the possession of securities intermediaries; (vii) obtaining control agreements from banks and other financial institutions with respect to deposit accounts (ivas defined in the UCC) maintained at such bank or other financial institution; (viii) assigning and delivering to the Agent all Supporting Obligations, including letters of credit on which such Loan Party is named beneficiary with the written consent of the issuer thereof; (ix) taking such other steps as are deemed necessary or desirable by the Agent to maintain and protect the Agent’s 's Liens. To the extent permitted by applicable law, Each Loan Party hereby authorizes the Agent may file, without the Borrower’s signature, to file one or more financing statements disclosing the Agent’s 's Liens. The Borrower Each Loan Party agrees that a carbon, photographic, photostatic, or other reproduction of this Agreement or of a financing statement is sufficient as a financing statement. (b) If any Collateral of a Loan Party is at any time in the possession or control of any warehouseman, bailee or any of the Borrower’s a Loan Party's agents or processors, then the Borrower such Loan Party shall notify the Agent thereof and shall, at shall use commercially reasonable efforts if requested by the request of Agent, notify Agent obtain a bailee letter acknowledged by the bailee that notifies such Person of the Agent’s 's security interest in such Collateral and instruct instructs such Person to hold all such Collateral for the Agent’s 's account subject to the Agent’s 's instructions. If at any time any Collateral is located in any operating facility of the Borrower not owned a Loan Party that is leased by such Loan Party, then such Loan Party shall use commercially reasonable efforts if requested by the Borrower, then the Borrower shall, at the request of the Agent, Agent obtain written landlord lien waivers or subordinations, in form and substance reasonably satisfactory to the Agent, of that waives or subordinates all present and future Liens to which the owner or lessor of such premises may be entitled to assert against such Collateral and permits the CollateralAgent to have access to such leased premises in connection with the exercise by the Agent of rights and remedies with respect to the Collateral located therein. (c) From time to time, the Borrower each Loan Party shall, upon the Agent’s 's request, execute and deliver confirmatory written instruments pledging to the Agent, for the ratable benefit of the Agent and the Lenders, the Collateral with respect to the Borrowerin which such Loan Party has an interest, but the Borrower’s such Loan Party's failure to do so shall not affect or limit any the Agent's security interest or any other rights of the Agent or any Lender in and to the Collateral with respect to the Borrowersuch Loan Party. So long as this Agreement is in effect and until all Obligations have been fully satisfied, the Agent’s 's Liens shall continue in full force and effect in all Collateral (whether or not deemed eligible for the purpose of calculating the Combined Availability or as the basis for any advance, loan, extension of credit, or other financial accommodation). (d) Except with respect Notwithstanding anything to the contrary contained herein or elsewhere: (i) The Agent's Liens shall be deemed valid and perfected by entry of the Interim Bankruptcy Court Order and the Final Bankruptcy Court Order, as the case may be. The Agent and the Lenders shall not be required to file any financing statements, mortgages, notices of lien or similar instruments in any jurisdiction or filing office, or to take possession of any Collateral delivered or to take any other action in order to validate or perfect the Liens granted by or pursuant to this Agreement, the Interim Bankruptcy Court Order, the Final Bankruptcy Court Order or any other Loan Document. If the Agent or the Majority Lenders shall, in its or their sole discretion, from time to time elect to file any such financing statements, mortgages, notices of lien or similar instruments, take possession of any Collateral or take any other action to further validate the perfection of all or any portion of the Agent's Liens, all such documents and actions shall be deemed to have been filed or recorded or taken at the time and on the Interim Bankruptcy Court Order Date. (ii) The Liens, lien priorities, super-priority administrative expense claims and other rights and remedies granted to the Agent and the Lenders pursuant to this Section 6.2Agreement, the Borrower Interim Bankruptcy Court Order, the Final Bankruptcy Court Order or the other Loan Documents (specifically including, but not limited to, the existence, perfection and priority of the Liens provided for herein and therein, and the administrative expense claim priority provided herein and therein) shall immediately following not be modified, altered or impaired in any manner by any other financing or extension of credit or incurrence of debt by any Loan Party (pursuant to Section 364 of the execution Bankruptcy Code or receipt otherwise), or by dismissal or conversion of the Case, or by any other act or omission whatsoever. Without limiting the generality of the foregoing, notwithstanding any such order, financing, extension, incurrence, dismissal, conversion, act or omission: (A) except for the Carve-Out Expenses, no costs or expenses of administration which have been or may be incurred in the Case or any conversion of the same or in any other proceedings related thereto, and no priority claims, are or will be prior to or on a Contractparity with any claim of any Lenders, stamp the Bank or the Agent against any Loan Party in respect of any Obligation; (B) the Agent's Liens shall constitute valid and perfected first priority Liens subject and subordinate only, (x) in the case of the Agent's Liens encumbering Collateral not consisting of Inventory, Accounts, Real Estate (other than the Ohio Property) and the proceeds thereof, to Permitted Liens described in clauses (d), (e), (g), (h) and (i) of the definition thereof and (y) in the case of the Agent's Liens encumbering Collateral consisting of Inventory, Accounts, Real Estate (other than the Ohio Property) and the proceeds thereof, Carve-Out Expenses and the Liens set forth on the Contract the following words: “This document is subject Schedule 9.19(b), and in each case under clauses (x) and (y) above shall be prior to a security interest all other Liens, now existing or hereafter arising, in favor of Bank of America, N.A., as agent”any other creditor or other Person; and (C) the Agent's Liens shall continue to be valid and perfected without the need for the Agent to file financing statements or mortgages or to otherwise perfect the Agent's Liens under applicable nonbankruptcy law.

Perfection and Protection of Security Interest. (a) The Borrower Borrowers shall, at its their expense, perform all steps requested by the Agent at any time to perfect, maintain, protect, and enforce the Agent’s 's Liens, including, without limitation: (i) executing, delivering and/or recording of filing financing or continuation statements, and amendments thereof, in form and substance reasonably satisfactory to the Agent; (ii) delivering to the Agent the originals of all instruments, documents, and chattel paperChattel Paper, and all other Collateral of which the Agent determines it should have physical possession in order to perfect and protect the Agent’s 's security interest therein, duly pledged, endorsed or assigned to the Agent without restriction; (ii) delivering to the Agent warehouse receipts covering any portion of the Collateral located in warehouses and for which warehouse receipts are issued; (iii) when an Event of Default exists, transferring Inventory to warehouses designated by the Agent; (iv) placing notations on the Borrower’s Borrowers' books of account to disclose the Agent’s 's security interest; (v) delivering to the Agent all letters of credit on which either Borrower is named beneficiary; and (ivvi) taking such other steps as are deemed necessary or desirable by the Agent to maintain and protect the Agent’s 's Liens. To the extent permitted by applicable law, the Agent may file, without the either Borrower’s 's signature, one or more financing statements disclosing the Agent’s 's Liens. The Borrower agrees Borrowers agree that a carbon, photographic, photostatic, or other reproduction of this Agreement or of a financing statement is sufficient as a financing statement. (b) If any Collateral is at any time in the possession or control of any warehouseman, bailee or any of the Borrower’s Borrowers' agents or processors, then the Borrower Borrowers shall notify the Agent thereof and shall, at the request of Agent, shall notify such Person of the Agent’s 's security interest in such Collateral and and, upon the Agent's request, instruct such Person to hold all such Collateral for the Agent’s 's account subject to the Agent’s instructions's instructions and the Borrowers shall obtain such documents relating thereto as the Agent shall request. If at any time any Collateral is located in on any operating facility of the a Borrower which is not owned by the such Borrower, then the such Borrower shall, at the request of the Agent, obtain written landlord lien waivers or subordinationswaivers, in form and substance reasonably satisfactory to the Agent, of all present and future Liens to which the owner or lessor of such premises may be entitled to assert against the Collateral. (c) From time to time, the each Borrower shall, upon the Agent’s 's request, execute and deliver confirmatory written instruments pledging to the Agent, for the ratable benefit of the Agent Agent, BABC and the Lenders, the Collateral with respect to the such Borrower, but the such Borrower’s 's failure to do so shall not affect or limit any the Agent's security interest or any the Agent's other rights of the Agent or any Lender in and to the Collateral with respect to the such Borrower. So long as this Agreement is in effect and until all Obligations have been fully satisfied, the Agent’s 's Liens shall continue in full force and effect in all Collateral (whether or not deemed eligible for the purpose of calculating the Availability or as the basis for any advance, loan, extension of credit, or other financial accommodation)Collateral. (d) Except with respect to Collateral delivered to the Agent pursuant to this Section 6.2, the Borrower shall immediately following the execution or receipt of a Contract, stamp on the Contract the following words: “This document is subject to a security interest in favor of Bank of America, N.A., as agent”.

Perfection and Protection of Security Interest. (a) The Borrower shall, at its expense, perform all steps requested by the Agent at any time to perfect, maintain, protect, and enforce the Agent’s 's Liens, including: (i) executing, delivering and/or filing and recording of the Patent, Trademark and Copyright Agreements and executing and filing financing or continuation statements, and amendments thereof, in form and substance reasonably satisfactory to the Agent; (ii) delivering to the Agent the originals of all instruments, documents, and chattel paper, and all other Collateral of which the Agent determines it should have physical possession in order to perfect and protect the Agent’s 's security interest therein, duly pledged, endorsed or assigned to the Agent without restriction; (iii) delivering to the Agent warehouse receipts covering any portion of the Collateral located in warehouses and for which warehouse receipts are issued and certificates of title covering any portion of the collateral for which certificates of title have been issued; (iv) when an Event of Default exists, transferring Inventory to warehouses or other locations designated by the Agent; (v) placing notations on the Borrower’s 's books of account to disclose the Agent’s 's security interest; (vi) after the occurrence of an Event of Default and upon request of the Agent, delivering to the Agent all letters of credit on which the Borrower is named beneficiary; and (ivvii) taking such other steps as are deemed necessary or desirable by the Agent to maintain and protect the Agent’s 's Liens. To the extent permitted by applicable law, the Agent may file, without the Borrower’s 's signature, one or more financing statements disclosing the Agent’s 's Liens. The Borrower agrees that a carbon, photographic, photostatic, or other reproduction of this Agreement or of a financing statement is sufficient as a financing statement. (b) If any Collateral is at any time in the possession or control of any warehouseman, bailee or any of the Borrower’s 's agents or processors, then the Borrower shall notify the Agent thereof and shall, at the request of the Agent, notify such Person of the Agent’s 's security interest in such Collateral and instruct such Person to hold all such Collateral for the Agent’s 's account subject to the Agent’s 's instructions. If at any time any Collateral is located in any operating facility of the Borrower not owned by the Borrower, then the Borrower shall, at the request of the Agent, obtain written landlord lien waivers or subordinations, in form and substance reasonably satisfactory to the Agent, of all present and future Liens to which the owner or lessor of such premises may be entitled to assert against the Collateral. (c) From time to time, the Borrower shall, upon the Agent’s 's request, execute and deliver confirmatory written instruments pledging to the Agent, for the ratable benefit of the Agent and the Lenders, the Collateral with respect to the Borrower, but the Borrower’s 's failure to do so shall not affect or limit any security interest or any other rights of the Agent or any Lender in and to the Collateral with respect to the Borrower. So long as this Agreement is in effect and until all Obligations have been fully satisfied, the Agent’s 's Liens shall continue in full force and effect in all Collateral (whether or not deemed eligible for the purpose of calculating the Availability or as the basis for any advance, loan, extension of credit, or other financial accommodation). (d) Except with respect to Collateral delivered to the Agent pursuant to this Section 6.2, the Borrower shall immediately following the execution or receipt of a Contract, stamp on the Contract the following words: “This document is subject to a security interest in favor of Bank of America, N.A., as agent”.

Perfection and Protection of Security Interest. (a) The Borrower shall, at its expense, perform all steps requested in good faith by the Agent at any time to perfect, maintain, protect, and enforce the Agent’s 's Liens, including, without limitation: (i) executing, delivering and/or filing and recording of the Mortgages, the Patent and Trademark Agreements and executing and filing financing or continuation statements, and amendments thereof, in form and substance reasonably satisfactory to the Agent; (ii) delivering to the Agent the originals of all instruments, documents, and chattel paper, and all other Collateral of which the Agent determines it should have physical possession in order to perfect and protect the Agent’s 's security interest therein, duly pledged, endorsed or assigned to the Agent without restriction; (iii) delivering to the Agent warehouse receipts covering any portion of the Collateral located in warehouses and for which warehouse receipts are issued and certificates of title covering any portion of the collateral for which certificates of title have been issued; (iv) when an Event of Default exists, transferring Inventory to warehouses designated by the Agent; (v) placing notations on the Borrower’s 's books of account to disclose the Agent’s 's security interest; (vii) delivering to the Agent all letters of credit on which the Borrower is named beneficiary; and (ivviii) taking such other steps as are deemed necessary or desirable by the Agent Agent, acting in good faith, to maintain and protect the Agent’s 's Liens. To the extent permitted by applicable law, the Agent may file, without the Borrower’s 's signature, one or more financing statements disclosing the Agent’s 's Liens, and the Agent will provide copies of such filings to the Borrower with reasonable promptness after ninety-one (91) days after filing. The Borrower agrees that a carbon, photographic, photostatic, or other reproduction of this Agreement or of a financing statement is sufficient as a financing statement. (b) If any Collateral is at any time in the possession or control of any warehouseman, bailee or any of the Borrower’s 's agents or processors, then the Borrower shall notify the Agent thereof and shall, at the request of Agent, notify such Person of the Agent’s 's security interest in such Collateral and instruct such Person to hold all such Collateral for the Agent’s 's account subject to the Agent’s 's instructions. If at any time any Collateral is located in on any operating facility of the Borrower which is not owned by the Borrower, then the Borrower shall, at the request of the Agent, obtain written landlord lien waivers or subordinationswaivers, in form and substance reasonably satisfactory to the Agent, of all present and future Liens to which the owner or lessor of such premises may be entitled to assert against the Collateral. The Borrower shall not in default under this subsection (b) with respect to Inventory which is in the possession or control of a third party, or which is in a location, in violation of this subsection (b) if the value (determined at cost) of such Inventory does not exceed $100,000 in the aggregate. (c) From time to time, the Borrower shall, upon the Agent’s 's good faith request, execute and deliver confirmatory written instruments pledging to the Agent, for the ratable benefit of the Agent and the Lenders, the Collateral with respect to the Borrower, but the Borrower’s 's failure to do so shall not affect or limit any security interest or any other rights of the Agent or any Lender in and to the Collateral with respect to the Borrower. So long as this Agreement is in effect and until all Obligations have been fully satisfied, the Agent’s 's Liens shall continue in full force and effect in all Collateral (whether or not deemed eligible for the purpose of calculating the Availability or as the basis for any advance, loan, extension of credit, or other financial accommodation). (d) Except with respect to Collateral delivered to the Agent pursuant to this Section 6.2, the Borrower shall immediately following the execution or receipt of a Contract, stamp on the Contract the following words: “This document is subject to a security interest in favor of Bank of America, N.A., as agent”.

Perfection and Protection of Security Interest. (a) The Borrower shall, at its expense, perform all steps requested by the Agent at any time to perfect, maintain, protect, and enforce the Agent’s 's Liens, including, without limitation: (i) executing, delivering and/or filing and recording of the Mortgage(s) and Patent and Trademark Agreements and executing and filing financing or continuation statements, and amendments thereof, in form and substance reasonably satisfactory to the Agent; (ii) delivering to the Agent the originals of all instruments, documents, and chattel paper, and all other Collateral of which the Agent determines it should have physical possession in order to perfect and protect the Agent’s 's security interest therein, duly pledged, endorsed or assigned to the Agent without restriction; (iii) delivering to the Agent warehouse receipts covering any portion of the Collateral located in warehouses and for which warehouse receipts are issued; (iv) when an Event of Default exists, transferring Inventory to warehouses designated by the Agent; (v) placing notations on the Borrower’s 's books of account to disclose the Agent’s 's security interest; (vii) delivering to the Agent all letters of credit on which the Borrower is named beneficiary; and (ivviii) taking such other steps as are deemed necessary or desirable by the Agent to maintain and protect the Agent’s 's Liens. To the extent permitted by applicable law, the Agent may file, without the Borrower’s 's signature, one or more financing statements disclosing the Agent’s 's Liens. The Borrower agrees that a carbon, photographic, photostatic, or other reproduction of this Agreement or of a financing statement is sufficient as a financing statement. (b) If any Collateral is at any time in the possession or control of any warehouseman, bailee or any of the Borrower’s 's agents or processors, then the Borrower shall notify the Agent thereof and shall, at the request of Agent, shall notify such Person of the Agent’s 's security interest in such Collateral and and, upon the Agent's request, instruct such Person to hold all such Collateral for the Agent’s 's account subject to the Agent’s 's instructions. If at any time any Collateral is located in on any operating facility of the Borrower which is not owned by the Borrower, then the Borrower shall, at the request of the Agent, obtain written landlord lien waivers or subordinationswaivers, in form and substance reasonably satisfactory to the Agent, of all present and future Liens to which the owner or lessor of such premises may be entitled to assert against the Collateral. (c) From time to time, the Borrower shall, upon the Agent’s 's request, execute and deliver confirmatory written instruments pledging to the Agent, for the ratable benefit of the Agent and the Lenders, the Collateral with respect to the Borrower, but the Borrower’s 's failure to do so shall not affect or limit any the Agent's security interest or any the Agent's other rights of the Agent or any Lender in and to the Collateral with respect to the Borrower. So long as this Agreement is in effect and until all Obligations have been fully satisfied, the Agent’s 's Liens shall continue in full force and effect in all Collateral (whether or not deemed eligible for the purpose of calculating the Availability or as the basis for any advance, loan, extension of credit, or other financial accommodation). (d) Except with respect to Collateral delivered to the Agent pursuant to this Section 6.2, the Borrower shall immediately following the execution or receipt of a Contract, stamp on the Contract the following words: “This document is subject to a security interest in favor of Bank of America, N.A., as agent”.

Perfection and Protection of Security Interest. (a) The Borrower Except as explicitly set forth herein or in the Credit Agreement, each Grantor shall, at its expense, perform all steps reasonably requested in writing by the Agent at any time to perfect, maintain, protect, and enforce maintain or protect the Agent’s Liens, including: (i) executing, delivering and/or recording of executing and filing financing or continuation financing change statements, and amendments thereof, in form and substance reasonably satisfactory to the Agent; (ii) causing Certificates of Title to be issued for all Titled Goods, the Agent’s Lien to be noted thereon, and in each case completing all actions necessary to perfect a first-priority security interest in all such Grantors Titled Goods in accordance with the provisions of the Loan Documents and causing to be delivered to the Agent copies of duly recorded certificates of title, the PPSA filings and other documents reasonably satisfactory to the Agent (and at a minimum naming the Agent a lien holder, secured party, legal owner, or such other capacity as appropriate in such filing); (iii) executing, delivering and/or filing and recording in all appropriate offices of the Intellectual Property Security Agreement (to the extent required under the Credit Agreement or any other Loan Document to which such Grantor is a party); (iv) delivering to the Agent warehouse receipts covering any portion of the originals Collateral located in warehouses and for which warehouse receipts are issued; (v) when an Event of all instrumentsDefault pursuant to Sections 10.1(a), documents(c)(i), (e), (f), (i) and chattel paper(n) of the Credit Agreement has occurred and is continuing, and all other Collateral at the reasonable request of which the Agent determines it should have physical possession in order transferring Inventory to perfect and protect warehouses or other locations designated by the Agent’s security interest therein, duly pledged, endorsed or assigned to the Agent without restriction; (iiivi) when an Event of Default has occurred and is continuing, placing notations on the Borrowersuch Grantor’s books of account to disclose the Agent’s security interestLiens; (vii) in the case of any Collateral that is or represents any indebtedness owed to the Grantor including any debts represented by a promissory note or other instrument with an individual amount in excess of $5,000,000 deliver and pledge to the Agent hereunder such note or instrument duly indorsed and accompanied by duly executed instruments of transfer or assignment, all in form and substance satisfactory to the Agent, and (ivviii) in any taking such other steps as are deemed reasonably necessary or desirable by the Agent to maintain and protect the Agent’s Liens. To the extent permitted by applicable law, Liens and take all action necessary to ensure that the Agent may file, without has control of Collateral consisting of investment property as such term is defined in the Borrower’s signature, one or more financing statements disclosing the Agent’s Liens. The Borrower agrees that a carbon, photographic, photostatic, or other reproduction of this Agreement or of a financing statement is sufficient STA (as a financing statementdefined below). (b) If any Collateral is Unless the Agent shall otherwise consent in writing (which consent may be revoked at any time and from time to time), each Grantor shall deliver to the Agent all the Collateral consisting of negotiable Documents, Chattel Paper and Instruments, in each case, with an individual value in excess of $5,000,000 and all certificated securities (accompanied by stock powers executed in blank), in each case promptly after such Grantor receives the same, and shall do everything reasonably requested by the Agent to ensure that the Agent obtains “Control” (as such term is defined in the possession or control Securities Xxxxxxxx Xxx, 0000, S.O. c.8, the “STA”) of any warehousemansaid documents and rights, bailee or any but if an Event of the Borrower’s agents or processorsDefault has occurred and is continuing, then the Borrower shall notify each Grantor agrees to deliver to the Agent thereof and shall, at the request all such Collateral (regardless of Agent, notify such Person of value) upon the Agent’s security request. (c) Upon obtaining an interest therein (but in such Collateral and instruct such Person to hold all such Collateral for the Agent’s account case of clause (ii) below, subject to the Agent’s instructions. If time period specified in Section 8.27(a) of the Credit Agreement), unless waived by the Agent in writing (which waiver may be revoked at any time any Collateral is located in any operating facility of the Borrower not owned by the Borrowerand from time to time), then the Borrower shall, at the request of the Agent, each Grantor shall obtain written landlord lien waivers control or subordinationsblocked account agreements, in form and substance reasonably satisfactory to the Agent, executed and delivered by (i) each issuer of all present uncertificated securities with an individual value in excess of $5,000,000, securities intermediary, and future Liens commodities intermediary issuing or holding any financial assets or commodities to or for such Grantor, and (ii) each depository bank at which the owner or lessor of such premises may be entitled to assert against the CollateralGrantor maintains a Material Account. (cd) From time to timeIf any Grantor is or becomes the beneficiary of a letter of credit with an individual face amount in excess of $5,000,000, such Grantor shall promptly notify the Borrower shallAgent thereof and, upon the Agent’s request, execute and deliver confirmatory written instruments pledging to unless otherwise consented by the Agent, for the ratable benefit of enter into a tri-party agreement with the Agent and the Lenders, the Collateral issuer and/or confirming bank with respect to Letter-of-Credit Rights, whereby such Grantor assigns such Letter-of-Credit Rights to the BorrowerAgent and directs all payments thereunder to the Payment Account, but all in form and substance reasonably satisfactory to the Borrower’s failure Agent and all “transferable records” as defined in the Uniform Electronic Transactions Act. (e) Each Grantor shall take all commercially reasonable steps necessary to do so shall not affect grant the Agent control of all electronic chattel paper in accordance with the UCC, PPSA, STA, CCQ or limit other applicable law. (f) Each Grantor hereby irrevocably authorizes the Agent at any security interest time and from time to time to file in any PPSA, UCC, Quebec Civil Code (“CCQ”) or other applicable filing office any initial financing statements and amendments thereto that (a) indicate the Collateral (i) as all assets of such Grantor or words of similar effect, regardless of whether any particular asset comprised in the Collateral falls within the scope of Article 9 of the UCC of the State of New York or such jurisdiction, or (ii) as being of an equal or lesser scope or with greater detail, and (b) contain any other rights information required by such jurisdiction for the sufficiency or filing office acceptance of any financing statement or amendment, including where applicable whether such Grantor is an organization, the type of organization and any organization identification number issued to such Grantor. Each Grantor agrees to furnish any such information to the Agent promptly upon request. Each Grantor also ratifies its authorization for the Agent to have filed in any UCC, PPSA, CCQ or other applicable filing office any Lender in and like initial financing statements or amendments thereto if filed prior to the Collateral with respect date hereof. (g) Each Grantor shall promptly notify the Agent of any commercial tort claim (as defined in the UCC) involving a claim for damages in excess of $5,000,000, initiated or acquired by it and unless otherwise consented by the Agent, such Grantor shall enter into a supplement to this Agreement, granting to the Borrower. Agent a Lien in such commercial tort claim. (h) So long as this the Credit Agreement is or any of the Guarantees are in effect and until all Obligations have been fully satisfiedFull Payment of the Obligations, the Agent’s Liens shall continue in full force and effect in all the Collateral (whether or not deemed eligible for the purpose of calculating the Availability or as the basis for any advance, loan, extension of credit, or other financial accommodation), provided that, the Agent agrees to release its Lien in any Collateral that is sold or disposed of by a Grantor as permitted pursuant to the Credit Agreement, subject to the satisfaction of any conditions to release (if any) set forth in the Credit Agreement, including the continuance of the Agent’s Lien in any proceeds of such released Collateral. (di) Except with respect Without limiting the prohibitions on mergers or other transactions involving any Grantor contained in the Credit Agreement, no Grantor shall reincorporate or reorganize itself under the laws of any jurisdiction or change its type of entity or jurisdiction of organization as identified in the Perfection Certificate unless (i) such Grantor shall have provided not less than thirty (30) days (or such shorter period as the Agent may agree) prior written notice to Collateral the Agent of such reincorporation or reorganization, (ii) such Grantor shall have executed and delivered to the Agent pursuant all documents, agreements and instruments reasonably requested by the Agent in order to this Section 6.2maintain the validity, perfection, enforceability and priority of the Borrower Agent’s Lien in all of such Grantor’s Collateral, and (iii) such Grantor shall immediately following have authorized the execution Agent to file all such PPSA financing statements, recordations required by the CCQ, notices with the Canadian Intellectual Property Office (or receipt any similar office in any other country or any political subdivision thereof) with respect to patents, trademarks and other intellectual property Collateral, and made such other filings or recordings as are necessary to maintain the validity, perfection, enforceability and priority of a Contract, stamp on the Contract Agent’s Lien in all of such Grantor’s Collateral. (j) Each Grantor acknowledges that it is not authorized to file any financing statement or amendment or termination statement or financing change statement with respect to any financing statement filed by the following words: “This document is subject to Agent without the prior written consent of the Agent and agrees that it will not do so without the prior written consent of the Agent. (k) No Grantor shall enter into any contract or agreement that restricts or prohibits the grant of a security interest in favor Accounts, Chattel Paper, Leases, Instruments or Payment Intangibles (as such term is defined in the UCC) or the proceeds of Bank the foregoing to the Agent, except (x) for any joint venture agreement (solely with respect to restrictions on any such assets of Americathe joint venture entity but in no event relating to any such assets of a Grantor) or (y) in the case of such a contract or agreement which evidences or secures Permitted Debt to the extent that the collateral restricted or prohibited by such contract or agreement arises solely out of the acquisition, N.A., as agent”sale or other disposition of such collateral thereunder.

Perfection and Protection of Security Interest. (a) 6.2.1. The Borrower shall, at its expense, perform all steps requested by the Agent Lender at any time to perfect, maintain, protect, and enforce the Agent’s LiensSecurity Interest, including, without limitation: (i) executing, delivering and/or recording of executing and filing financing or continuation statements, and amendments thereof, in form and substance reasonably satisfactory to the AgentLender; (ii) delivering to the Agent Lender the originals of all instruments, documents, and chattel paper, and all other Collateral of which the Agent Lender determines it should have physical possession in order to perfect and protect the Agent’s security interest Security Interest therein, duly pledged, endorsed or assigned to the Agent Lender without restriction; (iii) placing notations on the Borrower’s 's books of account to disclose the Agent’s security interestSecurity Interest; (iv) delivering to the Lender all letters of credit on which the Borrower is named beneficiary; and (ivv) taking such other steps as are deemed necessary or desirable by the Agent Lender to maintain and protect the Agent’s LiensSecurity Interest. 6.2.2. To the extent permitted by applicable law, the Agent The Lender may file, without the Borrower’s 's signature, one or more financing statements disclosing the Agent’s LiensSecurity Interest. The Borrower agrees that a carbon, photographic, photostatic, or other reproduction of this Agreement or of a financing statement is sufficient as a financing statement. (b) . If any Collateral is at any time in the possession or control of any warehouseman, bailee or any of the Borrower’s 's agents or processors, then the Borrower shall notify the Agent Lender thereof and shall, at the request of Agent, shall notify such Person of the Agent’s security interest Security Interest in such Collateral and and, upon the Lender's request, instruct such Person to hold all such Collateral for the Agent’s Lender's account subject to the Agent’s Lender's instructions. If at any time any Collateral is located in on any operating facility of the Borrower Premises that are not owned by the Borrower, then the Borrower shall, at the request of the Agent, shall obtain written landlord lien waivers or subordinationswaivers, in form and substance reasonably satisfactory to the AgentLender, of all present and future Liens to which the owner or lessor or any mortgagee of such premises Premises may be entitled to assert against the Collateral. (c) . From time to time, the Borrower shall, upon the Agent’s Lender's request, execute and deliver confirmatory written instruments pledging to the Agent, deliver 1. The Lender shall hold these certificates as security for the ratable benefit Borrower's covenant not to sell the securities represented by such certificates without the prior consent of the Agent and the Lenders, the Collateral with respect to the Borrower, but the Borrower’s failure to do so shall not affect or limit any security interest or any other rights of the Agent or any Lender in and to the Collateral with respect to the Borrower. So long as this Agreement is in effect and until all Obligations have been fully satisfied, the Agent’s Liens shall continue in full force and effect in all Collateral (whether or not deemed eligible for the purpose of calculating the Availability or as the basis for any advance, loan, extension of credit, or other financial accommodation)Lender. (d) Except with respect to Collateral delivered to the Agent pursuant to this Section 6.2, the Borrower shall immediately following the execution or receipt of a Contract, stamp on the Contract the following words: “This document is subject to a security interest in favor of Bank of America, N.A., as agent”.

Perfection and Protection of Security Interest. (a) The Each Borrower shall, at its expense, perform all steps requested by the Agent at any time to perfect, maintain, protect, and enforce the Agent’s LiensSecurity Interest, including, without limitation: (ia) executing, delivering and/or executing and recording of the Mortgages and the Trademark Security Agreements and executing and filing financing or continuation statements, and amendments thereof, in form and substance reasonably satisfactory to the Agent; (iib) delivering to the Agent upon request the original certificates of title for motor vehicles with the Security Interest properly endorsed thereon; (c) delivering to the Agent the originals of all instruments, documents, and chattel paper, and all other Collateral of which the Agent determines it should have physical possession in order to perfect and protect the Agent’s security interest Security Interest therein, duly pledged, endorsed or assigned to the Agent without restriction; (iiid) delivering to the Agent upon request warehouse receipts covering any portion of the Collateral located in warehouses and for which negotiable warehouse receipts are issued; (e) placing notations on the such Borrower’s 's books of account to disclose the Security Interest; (f) executing and delivering to the Agent upon request a security agreement relating to the Reversions in form and substance satisfactory to the Agent’s security interest; (g) delivering to the Agent upon request all letters of credit on which such Borrower is named beneficiary; and (ivh) taking such other steps as are deemed necessary or desirable by the Agent to maintain and protect the Agent’s LiensSecurity Interest. To the extent permitted by applicable law, the Agent may file, without the either Borrower’s 's signature, one or more financing statements disclosing the Agent’s LiensSecurity Interest. The Borrower agrees Borrowers agree that a carbon, photographic, photostatic, or other reproduction of this Agreement or of a financing statement is sufficient as a financing statement. (b) . If any Collateral is at any time in the possession or control of any warehouseman, any bailee or any of the either Borrower’s 's agents or processors, then the Borrower shall notify the Agent thereof and shall, at the request of Agent, notify such Person of the Agent’s security interest in such Collateral and instruct such Person to hold all such Collateral for the Agent’s account subject to the Agent’s instructions. If at any time any Collateral is located in any operating facility of the Borrower not owned by the Borrower, then the Borrower shall, at the request of the Agent, obtain written landlord lien waivers or subordinations, in form and substance reasonably satisfactory to the Agent, of all present and future Liens to which the owner or lessor of such premises may be entitled to assert against the Collateral. (c) From time to time, the Borrower shall, upon the Agent’s request, execute and deliver confirmatory written instruments pledging to the Agent, for the ratable benefit of the Agent and the Lenders, the Collateral with respect to the Borrower, but the Borrower’s failure to do so shall not affect or limit any security interest or any other rights of the Agent or any Lender in and to the Collateral with respect to the Borrower. So long as this Agreement is in effect and until all Obligations have been fully satisfied, the Agent’s Liens shall continue in full force and effect in all Collateral (whether or not deemed eligible for the purpose of calculating the Availability or as the basis for any advance, loan, extension of credit, or other financial accommodation). (d) Except with respect to Collateral delivered to the Agent pursuant to this Section 6.2, the Borrower shall immediately following the execution or receipt of a Contract, stamp on the Contract the following words: “This document is subject to a security interest in favor of Bank of America, N.A., as agent”.the

Perfection and Protection of Security Interest. (a) The Each Borrower shall, as applicable, at its such Borrower’s expense, perform all steps requested by the Agent at any time to perfect, maintain, protect, and enforce the Agent’s Liens, including: (i) executing, delivering delivering, and/or filing and recording of the Mortgages, the Ship Mortgage, and any Copyright, Patent, and Trademark Agreements, and executing and filing financing or continuation statements, and amendments thereof, in form and substance reasonably satisfactory to the Agent; and (ii) upon a Default or an Event of Default, (A) delivering to the Agent (i) the originals of all instruments, documents, and chattel paper, and all other Collateral of which the Agent determines it should have physical possession in order to perfect and protect the Agent’s security interest therein, duly pledged, endorsed endorsed, or assigned to the Agent without restriction; (ii) warehouse receipts covering any portion of the Collateral located in warehouses and for which warehouse receipts are issued, (iii) certificates of title covering any portion of the Collateral for which certificates of title have been issued other than any certificate of title or equivalent certificate relating to the Ship; and (iv) all letters of credit on which such Borrower is named beneficiary; (B) transferring inventory to warehouses or other locations designated by the Agent; (C) placing notations on the such Borrower’s (as applicable) books of account to disclose the Agent’s security interest; and . (ivb) taking such other steps as are deemed necessary or desirable by the Agent to maintain and protect the Agent’s Liens. To the extent permitted by applicable lawany Requirement of Law, the Agent may file, without the any Borrower’s signature, one or more financing statements disclosing the Agent’s Liens. The Borrower agrees that a carbon, photographic, photostatic, or other reproduction of this Agreement or of a financing statement is sufficient as a financing statement. (b) If any Collateral is at any time in the possession or control of any warehouseman, bailee or any of the Borrower’s agents or processors, then the Borrower shall notify the Agent thereof and shall, at the request of Agent, notify such Person of the Agent’s security interest in such Collateral and instruct such Person to hold all such Collateral for the Agent’s account subject to the Agent’s instructions. If at any time any Collateral is located in any operating facility of the Borrower not owned by the Borrower, then the Borrower shall, at the request of the Agent, obtain written landlord lien waivers or subordinations, in form and substance reasonably satisfactory to the Agent, of all present and future Liens to which the owner or lessor of such premises may be entitled to assert against on the Collateral. (c) From To the extent any Borrower is or becomes the issuer of any Investment Property that is Collateral (in such capacity, an “Issuer”), each Borrower agrees as follows with respect to such Investment Property: (i) All such Investment Property issued by such Issuer, all warrants, and all non-cash dividends and other non-cash distributions in respect thereof at any time to timeregistered in the name of, the Borrower shallor otherwise deliverable to, upon the Agent’s requestany Borrower, execute and deliver confirmatory written instruments pledging shall be delivered directly to the Agent, for the ratable benefit account of such Borrower, at the Agent’s address for notices set forth in Section 15.8. (ii) Upon written notice from the Agent at any time during the existence of a Default or an Event of Default, all cash dividends, cash distributions, and other cash or cash equivalents in respect of such Investment Property at any time payable or deliverable to any Borrower shall be delivered directly to the Agent, for the account of the Agent and the Lenders, at the Collateral with address for notices set forth in Section 15.8. (iii) Such Issuer will not acknowledge any transfer or encumbrance in respect of such Investment Property to the Borrower, but the Borrower’s failure to do so shall not affect or limit in favor of any security interest or any Person other rights of than the Agent or any Lender a Person designated by the Agent in and to the Collateral with respect to the Borrower. So long as this Agreement is in effect and until all Obligations have been fully satisfied, the Agent’s Liens shall continue in full force and effect in all Collateral (whether or not deemed eligible for the purpose of calculating the Availability or as the basis for any advance, loan, extension of credit, or other financial accommodation)writing. (div) Except with With respect to Collateral delivered to any of such Investment Property at any time constituting an uncertificated security as defined by the UCC, the Issuer will comply with instructions originated by the Agent pursuant to this Section 6.2, without further consent by the Borrower shall immediately following the execution or receipt of a Contract, stamp on the Contract the following words: “This document is subject to a security interest in favor of Bank of America, N.A., as agent”registered owner thereof.

Perfection and Protection of Security Interest. (a) The Borrower shall, at its expense, perform all steps reasonably requested by the Agent at any time to perfect, maintain, protect, and enforce the Agent’s 's Liens, including, without limitation: (i) executing, delivering and/or recording of executing and filing financing or continuation statements, and amendments thereof, in form and substance reasonably satisfactory to the Agent; (ii) delivering to the Agent the originals of all instruments, documents, and chattel paper, and all other Collateral of paper which the Agent reasonably determines it should have physical possession of in order to perfect and protect the Agent’s 's security interest thereinin the Collateral, duly pledged, endorsed or assigned to the Agent without restriction; (iii) following the occurrence and during the continuance of an Event of Default, (A) delivering to the Agent warehouse receipts covering any portion of the Collateral located in warehouses and for which warehouse receipts are issued and certificates of title covering any portion of the Collateral for which certificates of title have been issued, (B) transferring Inventory to warehouses designated by the Agent, and (C) placing notations on the Borrower’s 's books of account to disclose the Agent’s 's security interestinterest subject to the Securitization Facility; (iv) upon request delivering to the Agent all letters of credit relating to Inventory on which the Borrower is named beneficiary; and (ivv) taking such other steps as are deemed necessary or desirable by the Agent to maintain and protect the Agent’s 's Liens. To the extent permitted by applicable law, the Agent may file, without the Borrower’s 's signature, one or more financing statements disclosing the Agent’s 's Liens, but the Agent shall provide the Borrower with a copy of any such financing statement not signed by the Borrower. The Borrower agrees that a carbon, photographic, photostatic, or other reproduction of this Agreement or of a financing statement is sufficient as a financing statement. (b) If any Collateral is at any time in the possession or control of any warehouseman, bailee or any of the Borrower’s 's agents or processors, then the Borrower shall notify the Agent thereof and shall, at the request of Agent, notify such Person of the Agent’s 's security interest in such Collateral and instruct such Person to hold all such Collateral for the Agent’s 's account subject to the Agent’s 's instructions. If at any time any Collateral is located in on any operating facility of the Borrower which is not owned by the Borrower, then the Borrower shall, at the request of the Agent, make reasonable efforts to obtain written landlord lien waivers or subordinationswaivers, in form and substance reasonably satisfactory to the Agent, of all present and future Liens to which the owner or lessor of such premises may be entitled to assert against the Collateral. (c) From time to time, the Borrower shall, upon the Agent’s 's reasonable request, execute and deliver confirmatory written instruments pledging to the Agent, for the ratable benefit of the Agent and the Lenders, the Collateral with respect to the Borrower, but the Borrower’s 's failure to do so shall not affect or limit any security interest or any other rights of the Agent or any Lender in and to the Collateral with respect to the Borrower. So long as this Agreement is in effect and until all Obligations have been fully satisfied, the Agent’s 's Liens shall continue in full force and effect in all Collateral (whether or not deemed eligible for the purpose of calculating the Availability or as the basis for any advance, loan, extension of credit, or other financial accommodation). (d) Except with respect to Collateral delivered to the Agent pursuant to this Section 6.2, the Borrower shall immediately following the execution or receipt of a Contract, stamp on the Contract the following words: “This document is subject to a security interest in favor of Bank of America, N.A., as agent”.

Perfection and Protection of Security Interest. (a1) The Borrower shall, at its expense, perform all steps requested by the Agent at any time to perfect, maintain, protect, and enforce the Agent’s 's Liens, including, without limitation: (i) executing, delivering and/or filing and recording of the Mortgage(s), the Trademark Patent and Copyright Agreements and/or amendments thereto and executing and filing financing or continuation statements, and amendments thereof, in form and substance reasonably satisfactory to the Agent; (ii) delivering to the Agent the originals of all instruments, documents, and chattel paper, and all other Collateral having a value in excess of $250,000 in the aggregate of which the Agent determines it should have physical possession in order to perfect and protect the Agent’s 's security interest thereintherein (other than Secured Note Collateral), duly pledged, endorsed or assigned to the Agent without restriction; provided that with respect to any Collateral that constitutes Shared Collateral, the Collateral Agent may continue to remain in possession thereof, subject to the terms of the Pledge Agreement, the Parent Pledge Agreement and the Intercreditor Agreement; (iii) delivering to the Agent negotiable warehouse receipts covering any portion of the Collateral (other than Secured Note Collateral) located in warehouses and for which negotiable warehouse receipts are issued; (iv) when an Event of Default exists, transferring Inventory to warehouses designated by the Agent; (v) placing notations on the Borrower’s 's books of account to disclose the Agent’s 's security interest; (vi) delivering to the Agent all letters of credit (other than Secured Note Collateral) on which the Borrower is named beneficiary; and (ivvii) taking such other steps as are deemed necessary or reasonably desirable by the Agent to maintain and protect the Agent’s 's Liens. To the extent permitted by applicable law, the Agent may file, without the Borrower’s 's signature, one or more financing statements disclosing the Agent’s 's Liens. The Borrower agrees that a carbon, photographic, photostatic, or other reproduction of this Agreement or of a financing statement is sufficient as a financing statement. (b2) If any Collateral with an aggregate value in excess of $100,000 is at any time in the possession or control of any warehouseman, bailee or any of the Borrower’s 's agents or processors, then the Borrower shall notify the Agent thereof and shall, at the request of Agent, shall notify such Person of the Agent’s 's security interest in such Collateral and and, upon the Agent's request, instruct such Person to hold all such Collateral (other than Secured Note Collateral and subject to the terms of the Intercreditor Agreement) for the Agent’s 's account subject to the Agent’s 's instructions. If at any time any Collateral (other than Secured Note Collateral and subject to the terms of the Intercreditor Agreement) is located in on any operating facility of the Borrower which is not owned by the Borrower, then the Borrower shall, at the request of the Agent, obtain written landlord lien waivers or subordinationswaivers, in form and substance reasonably satisfactory to the Agent, of all present and future Liens to which the owner or lessor of such premises may be entitled to assert against the Collateral. (c3) From time to time, the Borrower shall, upon the Agent’s 's request, execute and deliver confirmatory written instruments pledging to the Agent, for the ratable benefit of the Agent and the Lenders, the Collateral with respect to the Borrower, but the Borrower’s 's failure to do so shall not affect or limit any the Agent's security interest or any the Agent's other rights of the Agent or any Lender in and to the Collateral with respect to the Borrower. So long as this Agreement is in effect and until all Obligations have been fully satisfiedthe Payment and Termination Date, the Agent’s 's Liens shall continue in full force and effect in all Collateral (whether or not deemed eligible for the purpose of calculating the Availability or as the basis for any advance, loan, extension of credit, or other financial accommodation). (d) Except with respect to Collateral delivered to the Agent pursuant to this Section 6.2, the Borrower shall immediately following the execution or receipt of a Contract, stamp on the Contract the following words: “This document is subject to a security interest in favor of Bank of America, N.A., as agent”.

Perfection and Protection of Security Interest. (a) The Borrower Each Grantor shall, at its expense, perform all steps requested by the Agent at any time to perfect, maintain, protect, and enforce the Agent’s 's Liens, including: (i) executing, delivering and/or filing and recording of the Mortgage(s), the Trademark Security Agreement and executing and filing financing or continuation statements, and amendments thereof, in form and substance reasonably satisfactory to the Agent; (ii) delivering to the Agent warehouse receipts covering any portion of the originals Collateral located in warehouses and for which warehouse receipts are issued and certificates of all instruments, documents, and chattel paper, and all other Collateral title covering any portion of the collateral for which the Agent determines it should certificates of title have physical possession in order to perfect and protect the Agent’s security interest therein, duly pledged, endorsed or assigned to the Agent without restrictionbeen issued; (iii) when an Event of Default has occurred and is continuing, transferring Inventory to warehouses or other locations designated by the Agent; (iv) placing notations on the Borrower’s such Grantor's books of account to disclose the Agent’s 's security interest; and (ivv) taking such other steps as are deemed necessary or desirable by the Agent to maintain and protect the Agent’s 's Liens. To the extent permitted by applicable law, the Agent may file, without the Borrower’s signature, one or more financing statements disclosing the Agent’s Liens. The Borrower Each Grantor agrees that a carbon, photographic, photostatic, or other reproduction of this Security Agreement or of a financing statement is sufficient as a financing statement. (b) If Unless the Agent shall otherwise consent in writing (which consent may be revoked), each Grantor shall deliver to the Agent all Collateral consisting of negotiable Documents and Chattel Paper promptly after such Grantor receives the same. (c) All certificates, notes and other instruments representing or evidencing the Pledged Equity Interests or the Pledged Notes and all other instruments now owned or at any Collateral is time hereafter acquired by any Grantor other than any Excluded Notes (collectively, the "Pledged Collateral") shall be delivered to and held by or on behalf of the Agent pursuant hereto (except as otherwise provided in the last sentence of Section 15(c) hereof) and shall be in suitable form for transfer by delivery, or shall be accompanied by duly executed instruments of transfer or assignments in blank, all in form and substance satisfactory to the Agent. Upon the occurrence and during the continuance of an Event of Default, the Agent shall have the right, at any time in its discretion and without notice to such Grantor, to transfer to or to register in the possession or control name of any warehouseman, bailee the Agent or any nominee of the Borrower’s agents Agent any or processorsall of the Pledged Collateral, then subject only to the Borrower revocable rights specified in Section 15 hereof. In addition, upon the occurrence and during the continuance of an Event of Default, the Agent shall have the right at any time to exchange certificates or instruments representing or evidencing Pledged Collateral for certificates or instruments of smaller or larger denominations. (d) If required by the terms of the Credit Agreement and not waived by Agent in writing (which waiver may be revoked), each Grantor shall obtain authenticated control agreements from each issuer of uncertificated securities, securities intermediary, or commodities intermediary issuing or holding any financial assets or commodities to or for such Grantor. (e) If any Grantor is or becomes the beneficiary of a letter of credit, such Grantor shall promptly notify the Agent thereof and shall, at enter into a tri-party agreement with Agent and the request of Agent, notify issuer and/or confirmation bank with respect to Letter-of-Credit Rights assigning such Person of the Agent’s security interest in such Collateral Letter-of-Credit Rights to Agent and instruct such Person to hold directing all such Collateral for the Agent’s account subject payments thereunder to the Agent’s instructions. If at any time any Collateral is located in any operating facility of the Borrower not owned by the BorrowerPayment Account, then the Borrower shall, at the request of the Agent, obtain written landlord lien waivers or subordinations, all in form and substance reasonably satisfactory to Agent. (f) Each Grantor shall take all steps necessary to grant the Agent, Agent control of all present electronic chattel paper in accordance with the Code and future Liens all "transferable records" as defined in the Uniform Electronic Transactions Act. (g) Each Grantor hereby irrevocably authorizes the Agent at any time and from time to time to file in any filing office in any Uniform Commercial Code jurisdiction any initial financing statements and amendments thereto that (a) indicate the Collateral (i) as all assets of such Grantor or words of similar effect, regardless of whether any particular asset comprised in the Collateral falls within the scope of Article 9 of the UCC of the State of New York or such jurisdiction, or (ii) as being of an equal or lesser scope or with greater detail, and (b) contain any other information required by part 5 of Article 9 of the UCC of the State of New York for the sufficiency or filing office acceptance of any financing statement or amendment, including (i) whether such Grantor is an organization, the type of organization and any organization identification number issued to such Grantor, and (ii) in the case of a financing statement filed as a fixture filing or indicating Collateral as as-extracted collateral or timber to be cut, a sufficient description of real property to which the owner Collateral relates. Each Grantor agrees to furnish any such information to the Agent promptly upon request. Each Grantor also ratifies its authorization for the Agent to have filed in any Uniform Commercial Code jurisdiction any like initial financing statements or lessor of such premises may be entitled amendments thereto if filed prior to assert against the Collateraldate hereof. (ch) Each Grantor shall promptly notify Agent of any commercial tort claim (as defined in the UCC) acquired by it and unless otherwise consented by Agent, such Grantor shall enter into a supplement to this Security Agreement, granting to Agent a Lien in such commercial tort claim. (i) From time to time, the Borrower each Grantor shall, upon the Agent’s 's request, execute and deliver confirmatory written instruments pledging to the Agent, for the ratable benefit of the Agent and the Lenders, the Collateral with respect to the BorrowerCollateral, but the Borrower’s such Grantor's failure to do so shall not affect or limit any security interest or any other rights of the Agent or any Lender in and to the Collateral with respect to the Borrowersuch Grantor. So long as this the Credit Agreement is in effect and until all Obligations have been fully satisfied, the Agent’s 's Liens shall continue in full force and effect in all Collateral (whether or not deemed eligible for the purpose of calculating the Availability or as the basis for any advance, loan, extension of credit, or other financial accommodation). (d) Except with respect to Collateral delivered to the Agent pursuant to this Section 6.2, the Borrower shall immediately following the execution or receipt of a Contract, stamp on the Contract the following words: “This document is subject to a security interest in favor of Bank of America, N.A., as agent”.

Perfection and Protection of Security Interest. (a) The Borrower Each Loan Party shall, at its expense, perform all steps requested by the Agent at any time to more fully effectuate, perfect, maintain, protect, and enforce the Agent’s Liens, including, without limitation, at the request of the Agent: (i) executing, delivering and/or filing and recording of the Mortgage(s) and any additional security agreements or assignments with respect to Proprietary Rights of such Loan Party and filing or authorizing the Agent to file financing or continuation statements, and amendments thereof, in form and substance reasonably satisfactory to the Agent; (ii) delivering to the Agent the originals of all instrumentsInstruments, documentsDocuments, and chattel paperChattel Paper of such Loan Party, and all other Collateral of which the Agent determines it should have physical possession in order to perfect and protect the Agent’s security interest therein, duly pledged, endorsed or assigned to the Agent without restriction; (iii) delivering to the Agent warehouse receipts covering any portion of the Collateral located in warehouses and for which warehouse receipts are issued and certificates of title covering any portion of the Collateral for which certificates of title have been issued; (iv) when an Event of Default exists and is continuing, transferring its Inventory to warehouses designated by the Agent; (v) placing notations on the Borrowersuch Loan Party’s books of account to disclose the Agent’s security interest; (vi) obtaining control agreements from securities intermediaries with respect to financial assets in the possession of securities intermediaries; (vii) obtaining control agreements from banks and other financial institutions with respect to deposit accounts (ivas defined in the UCC) maintained at such bank or other financia l institution; (viii) assigning and delivering to the Agent all Supporting Obligations, including letters of credit on which such Loan Party is named beneficiary with the written consent of the issuer thereof, (ix) taking such other steps as are deemed necessary or desirable by the Agent to maintain and protect the Agent’s Liens. To the extent permitted by applicable law, Each Loan Party hereby authorizes the Agent may file, without the Borrower’s signature, to file one or more financing statements disclosing the Agent’s Liens. The Borrower Each Loan Party agrees that a carbon, photographic, photostatic, or other reproduction of this Agreement or of a financing statement is sufficient as a financing statement. (b) If any Collateral of a Loan Party is at any time in the possession or control of any warehouseman, bailee or any of the Borrowera Loan Party’s agents or processors, then the Borrower such Loan Party shall notify the Agent thereof and shall, at shall use commercially reasonable efforts if requested by the request of Agent, notify Agent obtain a bailee letter acknowledged by the bailee that notifies such Person of the Agent’s security interest in such Collateral and instruct instructs such Person to hold all such Collateral for the Agent’s account subject to the Agent’s instructions; provided, however, that the Agent agrees that it shall give not give any such instructions regarding the Collateral unless an Event of Default has occurred and is continuing. If at any time any Collateral is located in any operating facility of the Borrower not owned a Loan Party that is leased by such Loan Party, then such Loan Party shall use commercially reasonable efforts if requested by the Borrower, then the Borrower shall, at the request of the Agent, Agent to obtain written landlord lien waivers or subordinations, in form and substance reasonably satisfactory to the Agent, of that waives or subordinates all present and future Liens to which the owner or lessor of such premises may be entitled to assert against such Collateral and permits the CollateralAgent to have access to such leased premises in connection with the exercise by the Agent of rights and remedies with respect to the Collateral located therein. (c) From time to time, the Borrower each Loan Party shall, upon the Agent’s request, execute and deliver confirmatory written instruments pledging to the Agent, for the ratable benefit of the Agent and the Lenders, the Collateral with respect to the Borrowerin which such Loan Party has an interest, but the Borrowersuch Loan Party’s failure to do so shall not affect or limit any the Agent’s security interest or any other rights of the Agent or any Lender in and to the Collateral with respect to the Borrowersuch Loan Party. So long as this Agreement is in effect and until all Obligations have been fully satisfied, the Agent’s Liens shall continue in full force and effect in all Collateral (whether or not deemed eligible for the purpose of calculating the Combined Availability or as the basis for any advance, loan, extension of credit, or other financial accommodation). (d) Except with respect Notwithstanding anything to the contrary contained herein or elsewhere: (i) The Agent’s Liens shall be deemed valid and perfected by entry of the DIP Orders. The Agent and the Lenders shall not be required to file any financing statements, mortgages, notices of lien or similar instruments in any jurisdiction or filing office, or to take possession of any Collateral delivered or to take any other action in order to validate or perfect the Liens granted by or pursuant to this Agreement, the DIP Orders or any other Loan Document. If the Agent shall, in its sole discretion, from time to time elect to file any such financing statements, mortgages, notices of lien or similar instruments, take possession of any Collateral or take any other action to further validate the perfection of all or any portion of the Agent’s Liens, all such documents and actions shall be deemed to have been filed or recorded or taken at the time and on the date of entry of the Interim Bankruptcy Court Order or, in the case of the Canadian Guarantors, the date on which the CCAA Order is entered, as the case may be. (ii) The Liens, lien priorities, super-priority administrative expense claims and other rights and remedies granted to the Agent and the Lenders pursuant to this Section 6.2Agreement, the Borrower DIP Orders or the other Loan Documents (specifically including, but not limited to, the existence, perfection and priority of the Liens provided for herein and therein, and the administrative expense claim priority provided herein and therein) shall immediately following not be modified, altered or impaired in any manner by any other financing or extension of credit or incurrence of debt by any Loan Party (pursuant to Section 364 of the execution Bankruptcy Code or receipt otherwise), or by dismissal or conversion of the Case, or by any other act or omission whatsoever. Without limiting the generality of the foregoing, notwithstanding any such order, financing, extension, incurrence, dismissal, conversion, act or omission: (A) except for the Carve-Out Expenses, no costs or expenses of administration which have been or may be incurred in the Case or any conversion of the same or in any other proceedings related thereto, and no priority claims, are or will be prior to or on a Contractparity with any claim of any Lenders, stamp the Bank or the Agent against any Loan Party in respect of any Obligation; (B) the Agent’s Liens shall constitute valid and perfected first priority Liens subject and subordinate only, (x) in the case of the Agent’s Liens encumbering Collateral not consisting of Inventory, Accounts, Real Estate (other than the Ohio Property) and the proceeds thereof, to Permitted Liens described in clauses (c), (d), (e), (g), (h) and (i) of the definition thereof and (y) in the case of the Agent’s Liens encumbering Collateral consisting of Inventory, Accounts, Real Estate (other than the Ohio Property) and the proceeds thereof, Carve-Out Expenses and the Liens set forth on the Contract the following words: “This document is subject Schedule 10.19(b), and in each case under clauses (x) and (y) above shall be prior to a security interest all other Liens, now existing or hereafter arising, in favor of Bank of America, N.A., as agent”any other creditor or other Person; and (C) the Agent’s Liens sha ll continue to be valid and perfected without the need for the Agent to file financing statements or mortgages or to otherwise perfect the Agent’s Liens under applicable nonbankruptcy law.

Perfection and Protection of Security Interest. (a) The Each Borrower shall, at its expense, perform all steps requested by the Agent at any time to perfect, maintain, protect, and enforce the Agent’s 's Liens, including, without limitation: (i) executing, delivering and/or filing and recording of the Patent and Trademark Agreements and executing and filing financing or continuation statements, and amendments thereof, in form and substance reasonably satisfactory to the Agent; (ii) delivering to the Agent the originals of all instruments, documents, and chattel paper, and all other Collateral of which the Agent determines it should have physical possession in order to perfect and protect the Agent’s 's security interest therein, duly pledged, endorsed or assigned to the Agent without restriction; (iii) delivering to the Agent warehouse receipts covering any portion of the Collateral located in warehouses and for which warehouse receipts are issued; (iv) when an Event of Default exists, transferring Inventory to warehouses designated by the Agent; (v) placing notations on the such Borrower’s 's books of account to disclose the Agent’s 's security interest; (vii) delivering to the Agent all letters of credit on which such Borrower is named beneficiary; and (ivviii) taking such other steps as are deemed necessary or desirable by the Agent to maintain and protect the Agent’s 's Liens. To the extent permitted by applicable law, the Agent may file, without the either Borrower’s 's signature, one or more financing statements disclosing the Agent’s 's Liens. The Each Borrower agrees that a carbon, photographic, photostatic, or other reproduction of this Agreement or of a financing statement is sufficient as a financing statement. (b) If any Collateral is at any time in the possession or control of any warehouseman, bailee or any agent, converter or processor of the either Borrower’s agents or processors, then the such Borrower shall notify the Agent thereof and shall, at the request of Agent, notify such shall use reasonable efforts to obtain a bailee letter from that Person of the Agent’s security interest in such Collateral form and instruct such Person to hold all such Collateral for the Agent’s account subject substance satisfactory to the Agent’s instructions. If at any time any Collateral is located in on any operating facility of the either Borrower which is not owned by the that Borrower, then the such Borrower shall, at the request of the Agent, use reasonable efforts to obtain written landlord lien waivers or subordinationswaivers, in form and substance reasonably satisfactory to the Agent, of all present and future Liens to which the owner or lessor of such premises may be entitled to assert against the Collateral. (c) From time to time, the each Borrower shall, upon the Agent’s 's request, execute and deliver confirmatory written instruments pledging to the Agent, for the ratable benefit of the Agent and the Lenders, the Collateral with respect to the that Borrower, but the either Borrower’s 's failure to do so shall not affect or limit any the Agent's security interest or any the Agent's other rights of the Agent or any Lender in and to the Collateral with respect to the that Borrower. So long as this Agreement is in effect and until all Obligations have been fully satisfied, the Agent’s 's Liens shall continue in full force and effect in all Collateral (whether or not deemed eligible for the purpose of calculating the Availability or as the basis for any advance, loan, extension of credit, or other financial accommodation). (d) Except with respect to Collateral delivered to the Agent pursuant to this Section 6.2, the Borrower shall immediately following the execution or receipt of a Contract, stamp on the Contract the following words: “This document is subject to a security interest in favor of Bank of America, N.A., as agent”.

Perfection and Protection of Security Interest. (a) The Borrower shall, at its expense, perform all steps requested by the Agent at any time to perfect, maintain, protect, and enforce the Agent’s LiensSecurity Interest, including, without limitation: (ia) executing, delivering and/or executing and recording of the Mortgages and the Trademark Security Agreement and executing and filing financing or continuation statements, and amendments thereof, in form and substance reasonably satisfactory to the Agent; (iib) delivering to the Agent upon request the original certificates of title for motor vehicles with the Security Interest properly endorsed thereon; (c) delivering to the Agent the originals of all instruments, documents, and chattel paper, and all other Collateral of which the Agent determines it should have physical possession in order to perfect and protect the Agent’s security interest Security Interest therein, duly pledged, endorsed or assigned to the Agent without restriction; (iiid) delivering to the Agent upon request warehouse receipts covering any portion of the Collateral located in warehouses and for which negotiable warehouse receipts are issued; (e) placing notations on the Borrower’s 's books of account to disclose the Security Interest; (f) executing and delivering to the Agent upon request a security agreement relating to the Reversions in form and substance satisfactory to the Agent’s security interest; (g) delivering to the Agent upon request all letters of credit on which Borrower is named beneficiary; and (ivh) taking such other steps as are deemed necessary or desirable by the Agent to maintain and protect the Agent’s LiensSecurity Interest. To the extent permitted by applicable law, the The Agent may file, without the Borrower’s 's signature, one or more financing statements disclosing the Agent’s LiensSecurity Interest. The Borrower agrees that a carbon, photographic, photostatic, or other reproduction of this Agreement or of a financing statement is sufficient as a financing statement. (b) . If any Collateral is at any time in the possession or control of any warehouseman, any bailee or any of the Borrower’s 's agents or processors, then the Borrower shall notify the Agent thereof and shall, at the request of Agent, shall notify such Person of the Agent’s security interest Security Interest in such Collateral and and, upon the Agent's request, instruct such Person to hold all such Collateral for the Agent’s 's account subject to the Agent’s 's instructions. If at any time any Collateral is located in on any operating facility of the Borrower Premises that are not owned by the Borrower, then the Borrower shall, at the request of the Agent, shall obtain written landlord lien waivers or subordinationswaivers, in form and substance reasonably satisfactory to the Agent, of all present and future Liens to which the owner or lessor or any mortgagee of such premises Premises may be entitled to assert against the Collateral. (c) . From time to time, the Borrower shall, upon the Agent’s 's request, execute and deliver confirmatory written instruments pledging to the Agent, Agent for the ratable benefit of the Agent and the Lenders, Lenders the Collateral with respect to the BorrowerCollateral, but the Borrower’s 's failure to do so shall not affect or limit any security interest the Security Interest or any the Agent's other rights of the Agent or any Lender in and to the Collateral with respect to the BorrowerCollateral. So long as this Agreement is in effect and until all Obligations have been fully satisfied, the Agent’s Liens Security Interest shall continue in full force and effect in all Collateral (whether or not deemed eligible for the purpose of calculating the Availability or as the basis for any advance, loan, extension of credit, or other financial accommodation). (d) Except with respect to Collateral delivered to the Agent pursuant to this Section 6.2, the Borrower shall immediately following the execution or receipt of a Contract, stamp on the Contract the following words: “This document is subject to a security interest in favor of Bank of America, N.A., as agent”.

Perfection and Protection of Security Interest. (a) The Borrower Each Grantor shall, at its expense, perform all reasonable steps requested by the Agent at any time to perfect, maintain, protect, and enforce the Agent’s Liens, including: (i) executing, delivering and/or filing and recording of the Mortgage(s) and executing and filing financing or continuation statements, and amendments thereof, in form and substance reasonably satisfactory to the Agent; (ii) delivering whenever an Event of Default has occurred and is continuing, transferring Inventory to the Agent the originals of all instruments, documents, and chattel paper, and all warehouses or other Collateral of which the Agent determines it should have physical possession in order to perfect and protect locations designated by the Agent’s security interest therein, duly pledged, endorsed or assigned to the Agent without restriction; (iii) placing notations on the Borrowersuch Grantor’s books of account to disclose the Agent’s security interest; and (iv) taking such other steps as are deemed necessary or reasonably desirable by the Agent to maintain and protect the Agent’s Liens. To the extent permitted by applicable law, the Agent may file, without the Borrower’s signature, one or more financing statements disclosing the Agent’s Liens. The Borrower Each Grantor agrees that a carbon, photographic, photostatic, or other reproduction of this Agreement or of a financing statement is sufficient as a financing statement. (b) If At the reasonable request of the Agent, each Grantor shall deliver to the Agent all Collateral consisting of a reasonable sample of negotiable Documents and all material negotiable Documents, certificated securities (accompanied by stock papers executed in blank), Chattel Paper and Instruments evidencing, comprising or representing the Collateral (including the Pledged Collateral), promptly after such Grantor receives the same, duly endorsed or accompanied by duly executed instruments of transfer or assignment in blank. Upon the occurrence and during the continuation of an Event of Default, the Agent shall have the right, without notice to the Grantors, to transfer to or to register in the name of the Agent or any Collateral is of its nominees any or all of the Pledged Collateral, subject to the revocable rights specified in Section 21(a) hereof. In addition, the Agent shall have the right at any time to exchange certificates or instruments representing or evidencing Pledged Collateral for certificates or instruments of smaller or larger denominations. (c) Each Grantor shall, in accordance with the terms of the Credit Agreement, obtain or use its commercially reasonable efforts to obtain waivers or subordinations of Liens from landlords and mortgagees, and such Grantor shall in all instances (other than as otherwise agreed between LS&Co and the Agent) obtain signed acknowledgements of the Agent’s Liens from bailees having possession or control of any warehouseman, bailee or any Collateral that they hold for the benefit of the Borrower’s agents Agent. (d) If required by the terms of the Credit Agreement and not waived by the Agent in writing (which waiver may be revoked), each Grantor shall obtain authenticated control agreements from each issuer of uncertificated securities, securities intermediary, or processorscommodities intermediary issuing or holding any financial assets or commodities to or for such Grantor. (e) If any Grantor is or becomes the beneficiary of a letter of credit in respect of an amount exceeding $5,000,000, then the Borrower such Grantor shall promptly notify the Agent thereof and shalland, at the request of Agent, notify such Person of the Agent’s security interest in such Collateral and instruct such Person to hold all such Collateral for the Agent’s account subject to the Agent’s instructions. If at any time any Collateral is located in any operating facility of the Borrower not owned by the Borrower, then the Borrower shall, at upon the request of the Agent, obtain written landlord lien waivers or subordinationsenter into a tri-party agreement with the Agent and the issuer and/or confirmation bank with respect to Letter-of-Credit Rights assigning such Letter-of-Credit Rights to the Agent and directing all payments thereunder to the Payment Account, all in form and substance reasonably satisfactory to the Agent. (f) Upon the request of the Agent, each Grantor shall take all reasonable steps necessary to grant the Agent control of all present electronic chattel paper in accordance with the Code and future Liens all “transferable records” as defined in the Uniform Electronic Transactions Act. (g) Each Grantor hereby irrevocably authorizes the Agent at any time and from time to time to file in any filing office in any Uniform Commercial Code jurisdiction any initial financing statements and amendments thereto that (a) indicate the Collateral (i) as all assets of such Grantor or words of similar effect, regardless of whether any particular asset comprised in the Collateral falls within the scope of Article 9 of the UCC of the State of New York or such jurisdiction, or (ii) as being of an equal or lesser scope or with greater detail, and (b) contain any other information required by part 5 of Article 9 of the UCC of the State of New York for the sufficiency or filing office acceptance of any financing statement or amendment, including (i) whether such Grantor is an organization, the type of organization and any organization identification number issued to such Grantor, and (ii) in the case of a financing statement filed as a fixture filing or indicating Collateral as as-extracted collateral or timber to be cut, a sufficient description of real property to which the owner Collateral relates. Each Grantor agrees to furnish any such information to the Agent promptly upon request. Each Grantor also ratifies its authorization for the Agent to have filed in any Uniform Commercial Code jurisdiction any like initial financing statements or lessor of such premises may be entitled amendments thereto if filed prior to assert against the Collateraldate hereof. (ch) Each Grantor shall promptly notify the Agent of any material commercial tort claim (as defined in the UCC) acquired by it and unless otherwise consented to by the Agent, such Grantor shall enter into a supplement to this Agreement, granting to the Agent a Lien in such commercial tort claim. (i) From time to time, the Borrower any Grantor shall, upon the Agent’s request, execute and deliver confirmatory written instruments pledging to the Agent, for the ratable benefit of the Agent Agent, the Lenders and the Selected Revolving Lenders, the Collateral with respect to the BorrowerCollateral, but the Borrowersuch Grantor’s failure to do so shall not affect or limit any security interest or any other rights of the Agent or any Lender in and to the Collateral with respect to the Borrowersuch Grantor. So long as this the Credit Agreement is in effect and until Full Payment of all Obligations have been fully satisfiedSecured Obligations, the Agent’s Liens shall continue in full force and effect in all Collateral (whether or not deemed eligible for the purpose of calculating the Availability Borrowing Base or as the basis for any advance, loan, extension of credit, or other financial accommodation). (d) Except with respect to Collateral delivered to the Agent pursuant to this Section 6.2, the Borrower shall immediately following the execution or receipt of a Contract, stamp on the Contract the following words: “This document is subject to a security interest in favor of Bank of America, N.A., as agent”.

Perfection and Protection of Security Interest. (a) The Borrower shall, -------------------------------------------------- at its expense, perform all steps requested by the Agent at any time to perfect, maintain, protect, and enforce the Agent’s 's Liens, including: (i) executing, delivering and/or recording of executing and filing financing or continuation statements, and amendments thereof, in form and substance reasonably satisfactory to the Agent; (ii) delivering to the Agent the originals of all instruments, documents, and chattel paper, and all other Collateral of which the Agent determines it should have physical possession in order to perfect and protect the Agent’s 's security interest therein, duly pledged, endorsed or assigned to the Agent without restriction; (iii) delivering to the Agent warehouse receipts covering any portion of the Collateral located in warehouses and for which warehouse receipts are issued and certificates of title covering any portion of the collateral for which certificates of title have been issued; (iv) when an Event of Default exists, transferring Inventory to warehouses designated by the Agent; (v) placing notations on the Borrower’s 's books of account to disclose the Agent’s 's security interest; (vii) delivering to the Agent all letters of credit on which the Borrower is named beneficiary; and (ivviii) taking such other steps as are reasonably deemed necessary or desirable by the Agent to maintain and protect the Agent’s 's Liens. To the extent permitted by applicable law, the Agent may file, without the Borrower’s 's signature, one or more financing statements disclosing the Agent’s 's Liens. The Borrower agrees that a carbon, photographic, photostatic, or other reproduction of this Agreement or of a financing statement is sufficient as a financing statement. (b) If any Collateral is at any time in the possession or control of any warehouseman, bailee or any of the Borrower’s 's agents or processors, then the Borrower shall notify the Agent thereof and shall, at the request of Agent, notify such Person of the Agent’s 's security interest in such Collateral and instruct such Person to hold all such Collateral for the Agent’s 's account subject to the Agent’s 's instructions. If at any time any Collateral is located in on any operating facility of the Borrower which is not owned by the Borrower, then the Borrower shall, at the request of the Agent, obtain written landlord lien waivers or subordinations, in form and substance reasonably satisfactory to the Agent, of all present and future Liens to which the owner or lessor of such premises may be entitled to assert against the Collateral. (c) From time to time, the Borrower shall, upon the Agent’s 's request, execute and deliver confirmatory written instruments pledging to the Agent, for the ratable benefit of the Agent and the Lenders, the Collateral with respect to the Borrower, but the Borrower’s 's failure to do so shall not affect or limit any security interest or any other rights of the Agent or any Lender in and to the Collateral with respect to the Borrower. So long as this Agreement is in effect and until all Obligations have been fully satisfied, the Agent’s 's Liens shall continue in full force and effect in all Collateral (whether or not deemed eligible for the purpose of calculating the Availability or as the basis for any advance, loan, extension of credit, or other financial accommodation). (d) Except with respect to Collateral delivered to the Agent pursuant to this Section 6.2, the Borrower shall immediately following the execution or receipt of a Contract, stamp on the Contract the following words: “This document is subject to a security interest in favor of Bank of America, N.A., as agent”.

Perfection and Protection of Security Interest. (a) The Borrower Each Grantor shall, at its expense, perform all steps reasonably requested by the Agent at any time to perfect, maintain, protect, protect and enforce the Agent’s 's Liens, including: : (i) executing, delivering and/or filing and recording of the Grant of Security in the form attached hereto and filing or authorizing the Agent to file financing or continuation statements, and amendments thereof, in form and substance reasonably satisfactory to the Agent; (ii) delivering to the Agent the originals of all instrumentsInstruments from any single obligor having a value in excess of $500,000 and, documentsupon the request of the Agent, Documents and chattel paperChattel Paper of such Grantor from any single obligor having a value in excess of $500,000, and all other Collateral of which the Agent reasonably determines it should have physical possession in order to perfect and protect the Agent’s 's security interest therein, duly pledged, endorsed or assigned to the Agent without restriction; (iii) delivering to the Agent, upon the Agent's request made after the occurrence and during the continuance of an Event of Default, warehouse receipts covering any portion of the Collateral located in warehouses and for which warehouse receipts are issued and certificates of title covering any portion of the Collateral for which certificates of title have been issued; (iv) when an Event of Default has occurred and is continuing, transferring its Inventory to warehouses or other locations designated by the Agent; (v) upon the Agent's request made after the occurrence and during the continuance of an Event of Default, placing notations on the Borrower’s such Grantor's books of account to disclose the Agent’s 's security interest; (vi) obtaining control agreements from securities intermediaries with respect to financial assets in the possession of securities intermediaries (other than, so long as no Event of Default shall have occurred and be continuing, with respect to securities accounts having assets of less than (i) $100,000, on an individual basis, maintained therein and (ivii) $200,000, on an aggregate basis, maintained in all such securities accounts); (vii) assigning and delivering to the Agent, upon the request of the Agent made after the occurrence and during the continuance of an Event of Default, all Supporting Obligations, including letters of credit on which such Grantor is named beneficiary with the written consent of the issuer thereof and (viii) taking such other steps as are deemed necessary or desirable by the Agent to maintain and protect the Agent’s 's Liens. To the extent permitted by applicable law, the Agent may (and each Grantor hereby authorizes the Agent to) file, without the Borrower’s applicable Grantor's signature, one or more financing statements disclosing continuation statements or other documents and amendments thereto for the purpose of perfecting, confirming, continuing, enforcing or protecting the Agent’s 's Liens. The Borrower Each Grantor hereby authorizes the Agent to file a Record or Records, including, without limitation, financing or continuation statements and Grant of Security in the forms attached hereto, and amendments thereto, in any jurisdictions and with any filing offices as the Agent may determine (and signed only by the Agent (if necessary)), in its sole reasonable discretion, are necessary or advisable to perfect the security interest granted to the Agent herein. Such financing statements may describe the Collateral in the same manner as described herein or may contain an indication or description of collateral that describes such property in any other manner as the Agent may determine, in its sole discretion, is necessary, advisable or prudent to ensure the perfection of the security interest in the Collateral granted to the Agent herein, including, without limitation, describing such property as "all assets" or "all personal property, whether now owned or hereafter acquired." Each Grantor agrees that a carbon, photographic, photostatic, photostatic or other reproduction of this Security Agreement or of a financing statement is sufficient as a financing statement. (b) If any Collateral of a Grantor is at any time in the possession or control of any warehouseman, bailee or any of the Borrower’s a Grantor's agents or processors, then the Borrower such Grantor shall notify the Agent thereof and shall, at shall comply with the request provisions of Agent, notify such Person Section 7.9 of the Agent’s security interest in Credit Agreement with respect to such Collateral and instruct such Person to hold all such Collateral for the Agent’s account subject to the Agent’s instructionslocation. If at any time any Collateral is located in any operating operating facility of the Borrower not owned a Grantor that is leased by the Borrowersuch Grantor, then such Grantor shall comply with the Borrower shall, at the request provisions of Section 7.9 of the Agent, obtain written landlord lien waivers or subordinations, in form and substance reasonably satisfactory Credit Agreement with respect to the Agent, of all present and future Liens to which the owner or lessor of such premises may be entitled to assert against the Collaterallocation. (c) From time to time, the Borrower each Grantor shall, upon the request of the Agent’s request, execute and deliver confirmatory written instruments pledging to the Agent, for the ratable benefit of the Agent and the LendersSecured Parties, the Collateral with respect to the Borrowerin which such Grantor has an interest, but the Borrower’s a Grantor's failure to do so shall not affect or limit any security interest or any other rights of the Agent or any Lender in and to the Collateral with respect to the Borrowersuch Grantor. So long as this the Credit Agreement is in effect and until all Obligations have been fully satisfied, the Agent’s 's Liens shall continue in full force and effect in all Collateral (whether or not deemed eligible for the purpose of calculating the Availability of a Borrower or as the basis for any advance, loan, extension of credit, credit or other financial accommodation). (d) Except with respect to Collateral delivered to the Agent pursuant to this Section 6.2, the Borrower shall immediately following the execution or receipt of a Contract, stamp on the Contract the following words: “This document is subject to a security interest in favor of Bank of America, N.A., as agent”.

Perfection and Protection of Security Interest. (a) The Each Borrower shall, at its expense, subject to the terms of Section 5.1, perform all steps requested by the Agent at any time to perfect, maintain, protect, and enforce the Agent’s 's Liens, including, without limitation: (ia) executing, delivering and/or executing and recording of the Mortgages, the Patent Agreements, and the Trademark Agreements and executing and filing financing or continuation statements, and amendments thereof, in form and substance reasonably satisfactory to the Agent; (iib) delivering to the Agent the original certificates of title for motor vehicles with the Agent's security interest properly endorsed thereon; (c) delivering to the Agent the originals of all instruments, documents, and chattel paper, and all other Collateral of which the Agent determines it should have physical possession in order to perfect and protect the Agent’s 's security interest therein, duly pledged, endorsed or assigned to the Agent without restriction; (iiid) delivering to the Agent warehouse receipts covering any portion of the Collateral located in warehouses and for which warehouse receipts are issued; (e) following the occurrence of any Event of Default, transferring Inventory to warehouses designated by the Agent; (f) placing notations on the such Borrower’s 's books of account to disclose the Agent’s 's security interest; (g) delivering to the Agent all letters of credit on which such Borrower is named beneficiary; and (ivh) taking such other steps as are deemed necessary or desirable by the Agent to maintain and protect the Agent’s 's Liens. To the extent permitted by applicable law, the Agent may file, without the applicable Borrower’s 's signature, one or more financing statements disclosing the Agent’s 's Liens. The Each Borrower agrees that a carbon, photographic, photostatic, or other reproduction of this Agreement or of a financing statement is sufficient as a financing statement. (b) . If any Collateral is at any time in the possession or control of any warehouseman, bailee or any of the a Borrower’s 's agents or processors, then the such Borrower shall notify the Agent thereof and shall, at the request of Agent, shall notify such Person of the Agent’s 's security interest in such Collateral and and, upon the Agent's request, instruct such Person to hold all such Collateral for the Agent’s 's account subject to the Agent’s 's instructions. If at any time any Collateral (other than (a) Collateral in transit at such time, or (b) additional Collateral not in excess of $100,000 in aggregate value at such time) is located in on any operating facility of the Borrower premises that are not owned by the a Borrower, then the Borrower shall, at the request of the Agent, Borrowers shall obtain written landlord lien waivers or subordinationswaivers, in form and substance reasonably satisfactory to the Agent, of all present and future Liens to which the owner or lessor or any mortgagee of such premises may be entitled to assert against the Collateral. (c) . From time to time, the each Borrower shall, upon the Agent’s 's request, execute and deliver confirmatory written instruments pledging to the Agent, for the ratable benefit of the Agent and the LendersSecured Creditors, the Collateral with respect to the BorrowerCollateral, but the any Borrower’s 's failure to do so shall not affect or limit any the Agent's security interest or any the Agent's other rights of the Agent or any Lender in and to the Collateral with respect to the BorrowerCollateral. So long as this Agreement is in effect and until all Obligations have been fully satisfied, the Agent’s 's Liens shall continue in full force and effect in all Collateral (whether or not deemed eligible for the purpose of calculating the Availability Maximum Revolver Amount or any Individual Maximum Revolver Amount, or as the basis for any advance, loan, extension of credit, or other financial accommodation). (d) Except with respect to Collateral delivered to the Agent pursuant to this Section 6.2, the Borrower shall immediately following the execution or receipt of a Contract, stamp on the Contract the following words: “This document is subject to a security interest in favor of Bank of America, N.A., as agent”.

Perfection and Protection of Security Interest. (a) The Borrower shall, at its expense, perform all steps requested by the Agent at any time to perfect, maintain, protect, and enforce the Agent’s LiensLiens in the Collateral, including, without limitation: (i) executing, delivering and/or recording of executing and filing financing or continuation statements, and amendments thereof, in form and substance reasonably satisfactory to the Agent; (ii) upon Agent’s request, delivering to the Agent Agent, at the request of Agent, the originals of all instrumentsInstruments, documents, and chattel paper, and all other Collateral of which the Agent determines it should have physical possession in order to perfect and protect the Agent’s security interest therein, duly pledged, endorsed or assigned to the Agent without restriction; (iii) placing notations on the Borrower’s books of account to disclose the Agent’s security interest; and (iv) taking such other steps as are deemed necessary or desirable by the Agent to maintain and protect the Agent’s LiensLiens in the Collateral. To the extent permitted by applicable law, the Agent may file, without the Borrower’s signature, one or more financing statements disclosing the Agent’s LiensLiens in the Collateral. The Borrower agrees that a carbon, photographic, photostatic, or other reproduction of this Agreement or of a financing statement is sufficient as a financing statement. (b) If any Collateral is at any time in the possession or control of any warehouseman, bailee or any of the Borrower’s agents or processors, then the Borrower shall notify the Agent thereof and shall, at the request of Agent, notify such Person of the Agent’s security interest in such Collateral and instruct such Person to hold all such Collateral for the Agent’s account subject to the Agent’s instructions. If at any time any Collateral is located in any operating facility of the Borrower not owned by the Borrower, then the Borrower shall, at the request of the Agent, obtain written landlord lien waivers or subordinations, in form and substance reasonably satisfactory to the Agent, of all present and future Liens to which the owner or lessor of such premises may be entitled to assert against the Collateral. (c) From time to time, the Borrower shall, upon the Agent’s request, execute and deliver confirmatory written instruments pledging to the Agent, for the ratable benefit of the Agent and the Lenders, the Collateral with respect to the Borrower, but the Borrower’s failure to do so shall not affect or limit any security interest or any other rights of the Agent or any Lender in and to the Collateral with respect to the Borrower. So long as this Agreement is in effect and until all Obligations have been fully satisfied, the Agent’s Liens shall continue in full force and effect in all Collateral (whether or not deemed eligible for the purpose of calculating the Availability or as the basis for any advance, loan, extension of credit, or other financial accommodation). (d) Except with respect to Collateral delivered to the Agent pursuant to this Section 6.25.13, if requested by the Agent, the Borrower shall immediately following the execution or receipt of a Contract, stamp on the Contract note(s) and/or chattel paper the following words: words (or similar language in all respects satisfactory to Agent): “This document is subject has been pledged to a security interest in favor of Bank of AmericaArkansas, N.A., as agent”agent and may not be further assigned.” With respect to note(s) and/or chattel paper in effect on the Closing Date, all such note(s) and/or chattel paper shall be similarly stamped within forty-five (45) days of such request.

Perfection and Protection of Security Interest. (a) The Borrower shall, at its expense, promptly perform all steps requested by the Agent at any time to perfect, maintain, protect, and enforce the Agent’s 's Liens, including, without limitation: (i) executing, delivering and/or recording of executing and filing financing or continuation statements, and amendments thereof, in form and substance reasonably satisfactory to the Agent; (ii) delivering to the Agent the originals of all instruments, documents, and chattel paperpaper included in the Collateral, and all other Collateral of which the Agent determines it should have physical possession in order to perfect and protect the Agent’s 's security interest therein, duly pledged, endorsed or assigned to the Agent without restriction; (iii) placing notations delivering to the Agent upon request warehouse receipts covering any portion of the Collateral located in warehouses and for which negotiable warehouse receipts are issued and certificate of titles covering any portion of the Collateral for which certificates of title have been issued; (iv) delivering to the Agent all letters of credit on which the Borrower’s books of account to disclose the Agent’s security interestBorrower is named beneficiary; and (ivv) taking such other steps as are deemed reasonably necessary or desirable by the Agent to maintain and protect the Agent’s 's Liens. To the extent permitted by applicable law, the Agent may file, without the Borrower’s 's signature, one or more financing statements disclosing the Agent’s 's Liens. The Borrower agrees that a carbon, photographic, photostatic, or other reproduction of this Agreement or of a financing statement is sufficient as a financing statement. (b) If any Collateral is at any time in the possession or control of any warehouseman, bailee or any of the Borrower’s 's agents or processors, then the Borrower promptly shall notify the Agent thereof and shall, at the request of Agent, shall notify such Person of the Agent’s 's security interest in such Collateral and and, upon the Agent's request, instruct such Person to hold all such Collateral for the Agent’s 's account subject to the Agent’s 's instructions; provided, however, the Agent shall only make the foregoing request if an Event of Default has occurred and is continuing. If at any time any Collateral is located in on any operating facility of the Borrower which is not owned by the Borrower, then the Agent may, in its discretion, request the Borrower shall, at the to request of the Agent, obtain written landlord lien waivers or subordinationswaivers, in form and substance reasonably satisfactory to the Agent, of all present and future Liens to which the owner or lessor of such premises may be entitled to assert against the Collateral. The Borrower shall not have any obligation to obtain any such waiver; provided, however, if such waivers are not obtained (i) by the 90th day after the Closing Date in the case of any such operating facility leased by PFC as of the Closing Date or (ii) by the Closing Date in the case of any other such operating facility, the Agent, in its discretion, may, thereafter, establish a Rental Reserve with respect to such Premises. The Agent shall give the Borrower 10 Business Days' notice of the establishment of any Rental Reserve, by location. (c) From time to time, the Borrower shall, promptly upon the Agent’s 's request, execute and deliver confirmatory written instruments pledging to the Agent, for the ratable benefit of the Agent and the Lenders, the Collateral with respect to the Borrower, but the Borrower’s 's failure to do so shall not affect or limit any security interest or any other rights of the Agent or any Lender in and to the Collateral with respect to the Borrower. So long as this Agreement is in effect and until all Obligations have been fully satisfied, the Agent’s 's Liens shall continue in full force and effect in all Collateral (whether or not deemed eligible for the purpose of calculating the Availability or as the basis for any advance, loan, extension of credit, or other financial accommodation). (d) Except with respect to Collateral delivered to the Agent pursuant to this Section 6.2, the Borrower shall immediately following the execution or receipt of a Contract, stamp on the Contract the following words: “This document is subject to a security interest in favor of Bank of America, N.A., as agent”.

Perfection and Protection of Security Interest. (a) The Borrower shall, at its expense, perform all steps requested by the Agent at any time to perfect, maintain, protect, and enforce the Agent’s 's Liens, including, without limitation: (i) executing, delivering and/or filing and recording of the Mortgage(s) the Patent and Trademark Agreements and executing and filing financing or continuation statements, and amendments thereof, in form and substance reasonably satisfactory to the Agent; (ii) delivering to the Agent the originals of all instruments, documents, and chattel paper, and all other Collateral of which the Agent determines it should have physical possession in order to perfect and protect the Agent’s 's security interest therein, duly pledged, endorsed or assigned to the Agent without restriction; (iii) delivering to the Agent warehouse receipts covering any portion of the Collateral located in warehouses and for which warehouse receipts are issued; (iv) when an Event of Default exists, transferring Inventory to warehouses designated by the Agent; (v) placing notations on the Borrower’s 's books of account to disclose the Agent’s 's security interest; (vii) delivering to the Agent all letters of credit on which the Borrower is named beneficiary; and (ivviii) taking such other steps as are deemed necessary or desirable by the Agent to maintain and protect the Agent’s 's Liens. To the extent permitted by applicable law, the Agent may file, without the Borrower’s 's signature, one or more financing statements disclosing the Agent’s 's Liens. The Borrower agrees that a carbon, photographic, photostatic, or other reproduction of this Agreement or of a financing statement is sufficient as a financing statement. (b) If any Collateral is at any time in the possession or control of any warehouseman, bailee or any of the Borrower’s 's agents or processors, then the Borrower shall notify the Agent thereof and shall, at the request of Agent, shall notify such Person of the Agent’s 's security interest in such Collateral and and, upon the Agent's request, instruct such Person to hold all such Collateral for the Agent’s 's account subject to the Agent’s 's instructions. If at any time any Collateral is located in on any operating facility of the Borrower which is not owned by the Borrower, then the Borrower shall, at the request of the Agent, obtain written landlord lien waivers or subordinationswaivers, in form and substance reasonably satisfactory to the Agent, of all present and future Liens to which the owner or lessor of such premises may be entitled to assert against the Collateral. (c) From time to time, the Borrower shall, upon the Agent’s 's request, execute and deliver confirmatory written instruments pledging to the Agent, for the ratable benefit of the Agent and the Lenders, the Collateral with respect to the Borrower, but the Borrower’s 's failure to do so shall not affect or limit any the Agent's security interest or any the Agent's other rights of the Agent or any Lender in and to the Collateral with respect to the Borrower. So long as this Agreement is in effect and until all Obligations have been fully satisfied, the Agent’s 's Liens shall continue in full force and effect in all Collateral (whether or not deemed eligible for the purpose of calculating the Availability or as the basis for any advance, loan, extension of credit, or other financial accommodation). (d) Except with respect to Collateral delivered to the Agent pursuant to this Section 6.2, the Borrower shall immediately following the execution or receipt of a Contract, stamp on the Contract the following words: “This document is subject to a security interest in favor of Bank of America, N.A., as agent”.

Perfection and Protection of Security Interest. (a) The Each Borrower shall, at its expense, perform all steps requested by the Agent at any time to perfect, maintain, protect, and enforce the Agent’s 's Liens, including: (i) executing, delivering and/or recording of (x) executing and filing UCC financing or and continuation statements, statements and amendments thereof, thereto in form and substance reasonably satisfactory to the AgentAgent and (y) executing and delivering to the Agent and recording with the appropriate Governmental Authority the Supplemental Trademark Security Agreement in accordance with the provisions of Section 6.7(b); (ii) delivering to the Agent the originals of all instruments, documents, and chattel paper, and all other Collateral of which the Agent determines it should have physical possession in order to perfect and protect the Agent’s 's security interest therein, duly pledged, endorsed or assigned to the Agent without restriction; (iii) delivering to the Agent negotiable warehouse receipts covering any portion of the Collateral located in warehouses and for which negotiable warehouse receipts are issued by third parties; (iv) when an Event of Default exists, transferring Inventory to warehouses designated by the Agent; (v) placing notations on the Borrower’s its books of account to disclose the Agent’s 's security interest; (vii) delivering to the Agent all letters of credit on which such Borrower is named beneficiary; and (ivviii) taking such other steps as are deemed necessary or desirable by the Agent to maintain and protect the Agent’s 's Liens. To the extent permitted by applicable law, the Agent may file, without the such Borrower’s 's signature, one or more financing statements disclosing the Agent’s 's Liens. The Each Borrower agrees that a carbon, photographic, photostatic, or other reproduction of this Agreement or of a financing statement is sufficient as a financing statement. (b) If any Collateral Inventory aggregating in excess of $250,000 is at any time in the possession or control of any warehouseman, bailee or any of the a Borrower’s 's agents or processors, then the Borrower Phar-Mor shall notify the Agent thereof and shall, at the request of Agent, shall notify such Person of the Agent’s 's security interest in such Collateral and and, upon the Agent's request, instruct such Person to hold all such Collateral for the Agent’s 's account subject to the Agent’s 's instructions. If at any time any Collateral is located in on any operating facility premises of the any Borrower which is not owned by the such Borrower, then the Borrower shall, at the request of Phar-Mor shall so inform the Agent, obtain written landlord and with respect to those Premises as to which no express landlord's lien waivers or subordinationswaiver exists (which Premises are indicated on Schedule 1.1(D)), within one hundred and eighty (180) days from the Closing Date, such Borrower shall deliver a copy certified by a Responsible Officer of a current and legally valid, binding and enforceable lease agreement containing a landlord's lien waiver in form and substance reasonably satisfactory acceptable to the Agent or obtain written lien waivers, substantially in the form of Exhibit 6.2(b) hereof, or otherwise in form and substance acceptable to the Agent, of all present and future Liens to which the owner or lessor of such premises may be entitled to assert against the Collateral. (c) From time to time, the each Borrower shall, upon the Agent’s 's reasonable request, execute and deliver confirmatory written instruments pledging to the Agent, for the ratable benefit of the Agent and the ratable benefit of the Lenders, the Collateral with respect to the such Borrower, but the such Borrower’s 's failure to do so shall not affect or limit any the Agent's security interest or any the Agent's other rights of the Agent or any Lender in and to the Collateral with respect to the such Borrower. So long as this Agreement is in effect and until all Obligations have been fully satisfied, the Agent’s 's Liens shall continue in full force and effect in all Collateral (whether or not deemed eligible for the purpose of calculating the Availability or as the basis for any advance, loan, extension of credit, or other financial accommodation). (d) Except with respect to Collateral delivered to the Agent pursuant to this Section 6.2, the Borrower shall immediately following the execution or receipt of a Contract, stamp on the Contract the following words: “This document is subject to a security interest in favor of Bank of America, N.A., as agent”.

Perfection and Protection of Security Interest. (a) The Borrower Borrowers ------------------------------------------------ shall, at its their expense, perform all steps requested by the Agent at any time to perfect, maintain, protect, and enforce the Agent’s 's Liens, including: (i) executing, delivering and/or filing and recording of Mortgage(s) covering all Real Property acquired by either Borrower after the Closing Date, the Patent and Trademark Agreements and executing and filing financing or continuation statements, and amendments thereof, in form and substance reasonably satisfactory to the Agent; (ii) delivering to the Agent the originals of all instruments, documents, and chattel paper, and all other Collateral of which the Agent determines it should have physical possession in order to perfect and protect the Agent’s 's security interest therein, duly pledged, endorsed or assigned to the Agent without restriction; (iii) delivering to the Agent warehouse receipts covering any portion of the Collateral located in warehouses and for which warehouse receipts are issued and, at the request of the Agent, delivering to the Agent certificates of title covering any portion of the Collateral acquired on or after the Closing Date for which certificates of title have been issued; (iv) when an Event of Default exists, transferring Inventory to warehouses designated by the Agent; (v) placing notations on the Borrower’s Borrowers' books of account to disclose the Agent’s 's security interest; (vi) delivering to the Agent all letters of credit on which either Borrower is named beneficiary; and (ivvii) taking such other steps as are deemed necessary or desirable by the Agent to maintain and protect the Agent’s 's Liens. To the extent permitted by applicable law, the Agent may file, without the either Borrower’s 's signature, one or more financing statements disclosing the Agent’s 's Liens. The Borrower agrees Borrowers agree that a carbon, photographic, photostatic, or other reproduction of this Agreement or of a financing statement is sufficient as a financing statement. Notwithstanding anything contained in this Agreement or any other Loan Document, the Borrowers shall not be required to perfect the Agent's Liens in any patents purchased as permitted under clause (h) of the definition of Restricted Investment to the extent such patents are registered under the laws of any country other than the United States. (b) If any Collateral is at any time in the possession or control of any warehouseman, bailee or any of the either Borrower’s 's agents or processors, then the Borrower Borrowers shall notify the Agent thereof and shall, at the request of Agent, notify such Person of the Agent’s 's security interest in such Collateral and instruct such Person to hold all such Collateral for the Agent’s 's account subject to the Agent’s 's instructions. If at any time any Collateral is located in on any operating facility of the either Borrower which is not owned by the either Borrower, then the Borrower shall, at the request of the Agent, obtain written landlord lien waivers or subordinations, in form and substance reasonably satisfactory to the Agent, of all present and future Liens to which the owner or lessor of such premises may be entitled to assert against the Collateral. (c) From time to time, the Borrower Borrowers shall, upon the Agent’s 's request, execute and deliver confirmatory written instruments pledging to the Agent, for the ratable benefit of the Agent and the Lenders, the Collateral with respect to the BorrowerBorrowers, but the Borrower’s Borrowers' failure to do so shall not affect or limit any security interest or any other rights of the Agent or any Lender in and to the Collateral with respect to the Borrower. So long as this Agreement is in effect and until all Obligations have been fully satisfied, the Agent’s 's Liens shall continue in full force and effect in all Collateral (whether or not deemed eligible for the purpose of calculating the Availability or as the basis for any advance, loan, extension of credit, or other financial accommodation). (d) Except with respect to Collateral delivered to the Agent pursuant to this Section 6.2, the Borrower shall immediately following the execution or receipt of a Contract, stamp on the Contract the following words: “This document is subject to a security interest in favor of Bank of America, N.A., as agent”.

Perfection and Protection of Security Interest. (a) The Each Borrower shall, at its expense, perform all steps requested by the Agent at any time to perfect, maintain, protect, and enforce the Agent’s 's Liens, including: (i) executing, delivering delivering, and/or filing and recording of the Copyright, Patent, and Trademark Agreements, and executing and filing financing or continuation statements, and amendments thereof, in form and substance reasonably satisfactory to the Agent; (ii) delivering to the Agent the originals of all instruments, documents, and chattel paperChattel Paper, and all other Collateral of which the Agent determines it should have physical possession in order to perfect and protect the Agent’s 's security interest therein, duly pledged, endorsed endorsed, or assigned to the Agent without restriction; (iii) placing notations on delivering to the Borrower’s books Agent (A) warehouse receipts covering any portion of account to disclose the Collateral located in warehouses and for which warehouse receipts are issued and (B) if requested by the Agent’s security interest, certificates of title reflecting the Agent's Liens covering any portion of the Collateral for which certificates of title have been issued; (iv) when an Event of Default exists, transferring Inventory to warehouses or other locations designated by the Agent; (v) delivering to the Agent all letters of credit constituting Collateral on which such Borrower is named beneficiary; and (ivvi) taking such other steps as are reasonably deemed necessary or desirable by the Agent to maintain and protect the Agent’s 's Liens. To the extent permitted by applicable lawany Requirement of Law, the Agent may file, without the any Borrower’s 's signature, one or more financing statements disclosing the Agent’s 's Liens. The Each Borrower agrees that a carbon, photographic, photostatic, or other reproduction of this Agreement or of a financing statement executed and delivered by such Borrower is sufficient as a financing statement. (b) If any Collateral is at any time in the possession or control of any warehouseman, bailee bailee, or any of the such Borrower’s 's agents or processors, then the such Borrower shall notify the Agent thereof and shall, at the request of the Agent, notify such Person of the Agent’s 's security interest in such Collateral and instruct such Person to hold all such Collateral for the Agent’s 's account subject to the Agent’s 's instructions. If at any time any Collateral is located in at any operating facility of the a Borrower which is not owned by the such Borrower, then the such Borrower shall, at the request of the Agent, shall use commercially reasonable efforts to obtain written landlord lien waivers or subordinations, in form and substance reasonably satisfactory to the Agent, of all present and future Liens to which the owner or lessor of such premises may be entitled to assert against the Collateral; PROVIDED that in the event any Borrower is unable to obtain any such written waiver or subordination, the Agent may, in its discretion establish a reserve with respect to any such Collateral in an amount not to exceed the amount permitted under clause (b) or (i) of the definition of Eligible Inventory. (c) From time to time, the each Borrower shall, upon the Agent’s 's request, execute and deliver confirmatory written instruments pledging to the Agent, for the ratable benefit of the Agent and the Lenders, the Collateral with respect to the such Borrower, but the Borrower’s failure to do LOAN AND SECURITY AGREEMENT - PAGE 63 so shall not affect or limit any security interest or any other rights of the Agent or any Lender in and to the Collateral with respect to the such Borrower. So long as this Agreement is in effect and until all Obligations have been fully satisfied, the Agent’s 's Liens shall continue in full force and effect in all Collateral (whether or not deemed eligible for the purpose of calculating the Available Credit or the Availability or as the basis for any advance, loan, extension of credit, or other financial accommodation). (d) Except To the extent any Borrower is the owner of or becomes the issuer of any Investment Property that is Collateral (each such Person which issues any such Investment Property being referred to herein as an "ISSUER"), each such Borrower which is an Issuer agrees, and each Borrower which is the owner of any such Investment Property agrees to cause any the Issuer thereof to agree, as follows with respect to Collateral such Investment Property: (i) All such Investment Property issued by such Issuer, all warrants, and all non-cash dividends and other non-cash distributions in respect thereof at any time registered in the name of, or otherwise deliverable to, any Borrower, shall be delivered directly to the Agent pursuant Agent, for the account of such Borrower, at the Agent's address for notices set forth in SECTION 15.8. (ii) During the existence of any Event of Default, all cash dividends, cash distributions, and other cash or cash equivalents in respect of such Investment Property at any time payable or deliverable to this Section 6.2, the any Borrower shall immediately following be delivered directly to the execution Agent, for the account of the Agent and the Lenders, at the Agent's address for notices set forth in SECTION 15.8. (iii) Such Issuer will not acknowledge any transfer or receipt encumbrance in respect of a Contract, stamp on the Contract the following words: “This document is subject such Investment Property to a security interest or in favor of Bank any Person other than the Agent or a Person designated by the Agent in writing. (iv) With respect to any of Americasuch Investment Property at any time constituting an uncertificated security as defined by the UCC, N.A., as agent”such Issuer will comply with instructions originated by the Agent without further consent by the registered owner thereof.

Perfection and Protection of Security Interest. (a) The Borrower shall, at its expense, perform all steps requested by the Agent at any time to perfect, maintain, protect, and enforce the Agent’s 's Liens, including, without limitation: (i) executing, delivering and/or filing and recording of the Mortgage(s), the Trademark Patent and Copyright Agreements and/or amendments thereto and executing and filing financing or continuation statements, and amendments thereof, in form and substance reasonably satisfactory to the Agent; (ii) delivering to the Agent the originals of all instruments, documents, and chattel paper, and all other Collateral having a value in excess of $250,000 in the aggregate of which the Agent determines it should have physical possession in order to perfect and protect the Agent’s 's security interest thereintherein (other than Secured Sale/Leaseback Collateral), duly pledged, endorsed or assigned to the Agent without restriction; provided that with respect to any Collateral that constitutes Shared Collateral, the Collateral Agent may continue to remain in possession thereof, subject to the terms of the Pledge Agreement, the Parent Pledge Agreement and the Intercreditor Agreement, and with respect to any other Collateral constituting capital stock of the Borrower or any of its Subsidiaries, the Borrower shall cause the stock certificates evidencing same to be delivered to the Agent, together with duly executed undated stock powers therefor; (iii) delivering to the Agent negotiable warehouse receipts covering any portion of the Collateral (other than Secured Sale/Leaseback Collateral) located in warehouses and for which negotiable warehouse receipts are issued; (iv) when an Event of Default exists, transferring Inventory to warehouses designated by the Agent; (v) placing notations on the Borrower’s 's books of account to disclose the Agent’s 's security interest; (vi) delivering to the Agent all letters of credit (other than Secured Sale/Leaseback Collateral) on which the Borrower is named beneficiary; and (ivvii) taking such other steps as are deemed necessary or reasonably desirable by the Agent to maintain and protect the Agent’s 's Liens. To the extent permitted by applicable law, the Agent may file, without the Borrower’s 's signature, one or more financing statements disclosing the Agent’s 's Liens. The Borrower agrees that a carbon, photographic, photostatic, or other reproduction of this Agreement or of a financing statement is sufficient as a financing statement. (b) If any Collateral with an aggregate value in excess of $100,000 is at any time in the possession or control of any warehouseman, bailee or any of the Borrower’s 's agents or processors, then the Borrower shall notify the Agent thereof and shall, at the request of Agent, shall notify such Person of the Agent’s 's security interest in such Collateral and and, upon the Agent's request, instruct such Person to hold all such Collateral (other than Secured Sale/Leaseback Collateral and subject to the terms of the Intercreditor Agreement) for the Agent’s 's account subject to the Agent’s 's instructions. If at any time any Collateral (other than Secured Sale/Leaseback Collateral and subject to the terms of the Intercreditor Agreement) is located in on any operating facility of the Borrower which is not owned by the Borrower, then the Borrower shall, at the request of the Agent, obtain written landlord lien waivers or subordinationswaivers, in form and substance reasonably satisfactory to the Agent, of all present and future Liens to which the owner or lessor of such premises may be entitled to assert against the Collateral. (c) From time to time, the Borrower shall, upon the Agent’s 's request, execute and deliver confirmatory written instruments pledging to the Agent, for the ratable benefit of the Agent and the Lenders, the Collateral with respect to the Borrower, but the Borrower’s 's failure to do so shall not affect or limit any the Agent's security interest or any the Agent's other rights of the Agent or any Lender in and to the Collateral with respect to the Borrower. So long as this Agreement is in effect and until all Obligations have been fully satisfiedthe Payment and Termination Date, the Agent’s 's Liens shall continue in full force and effect in all Collateral (whether or not deemed eligible for the purpose of calculating the Availability or as the basis for any advance, loan, extension of credit, or other financial accommodation). (d) Except with respect to Collateral delivered to the Agent pursuant to this Section 6.2, the Borrower shall immediately following the execution or receipt of a Contract, stamp on the Contract the following words: “This document is subject to a security interest in favor of Bank of America, N.A., as agent”.

Perfection and Protection of Security Interest. (a) The Borrower shall, and shall cause each Guarantor to, at its Borrower's expense, perform all steps requested by the Agent at any time to perfect, maintain, protect, and enforce the Agent’s 's Liens, including, without limitation: (i) executing, delivering and/or filing and recording of the Intellectual Property Security Agreement, the Pledge Agreement and the Guarantor Collateral Documents and executing and filing financing or continuation statements, and amendments thereof, in form and substance reasonably satisfactory to the Agent; (ii) delivering to the Agent the originals of all instruments, documents, and chattel paper, and all other Collateral, Pledged Collateral and Guarantor Collateral of which the Agent determines it should have physical possession in order to perfect and protect the Agent’s 's security interest therein, duly pledged, endorsed or assigned to the Agent without restriction; (iii) delivering to the Agent warehouse receipts covering any portion of the Collateral located in warehouses and for which warehouse receipts are issued; (iv) when an Event of Default exists, transferring Inventory to warehouses designated by the Agent; (v) placing notations on the Borrower’s 's and each Guarantor's books of account to disclose the Agent’s 's security interest; (vii) delivering to the Agent all letters of credit on which the Borrower or LDM Canada is named beneficiary; and (ivviii) taking such other steps as are deemed necessary or desirable by the Agent to maintain and protect the Agent’s 's Liens. To the extent permitted by applicable law, the Agent may file, without the Borrower’s 's or a Guarantor's signature, one or more financing statements disclosing the Agent’s 's Liens. The Borrower agrees that a carbon, photographic, photostatic, or other reproduction of this Agreement or of a financing statement is sufficient as a financing statement. (b) If any Collateral or Guarantor Collateral is at any time in the possession or control of any warehouseman, bailee or any of the Borrower’s 's or LDM Canada's agents or processors, then the Borrower shall notify the Agent thereof and shall, at the request of Agent, shall notify or cause LDM Canada to notify such Person of the Agent’s 's security interest in such Collateral and or Guarantor Collateral and, upon the Agent's request, instruct such Person to hold all such Collateral or Guarantor Collateral for the Agent’s 's account subject to the Agent’s 's instructions. If at any time any Collateral or Guarantor Collateral is located in on any operating facility of the Borrower or each Guarantor which is not owned by the BorrowerBorrower or LDM Canada, then the Borrower shall, at the request of the Agent, obtain or cause LDM Canada to obtain written landlord lien waivers or subordinationswaivers, in form and substance reasonably satisfactory to the Agent, of all present and future Liens to which the owner or lessor of such premises may be entitled to assert against the Collateral. (c) From time to time, the Borrower shall, and shall cause each Guarantor to, upon the Agent’s 's request, execute and deliver confirmatory written instruments pledging to the Agent, for the ratable benefit of the Agent and the Lenders, the Collateral, Pledged Collateral or Guarantor Collateral, as the case may be, with respect to the BorrowerBorrower or such Guarantor, but the Borrower’s 's or such Guarantor's failure to do so shall not affect or limit any the Agent's security interest or any the Agent's other rights of the Agent or any Lender in and to the Collateral, Pledged Collateral or Guarantor Collateral, as the case may be, with respect to the BorrowerBorrower or such Guarantor. So long as this Agreement is in effect and until all Obligations have been fully satisfied, the Agent’s 's Liens shall continue in full force and effect in all Collateral, Pledged Collateral and Guarantor Collateral (whether or not deemed eligible for the purpose of calculating the Revolving Availability or as the basis for any advance, loan, extension of credit, or other financial accommodation). (d) Except with respect to Collateral delivered to the Agent pursuant to this Section 6.2, the Borrower shall immediately following the execution or receipt of a Contract, stamp on the Contract the following words: “This document is subject to a security interest in favor of Bank of America, N.A., as agent”.

Perfection and Protection of Security Interest. (a) The Borrower shall, at its expense, perform take all steps actions requested by the Agent FINOVA at any time to perfect, maintain, protect, protect and enforce FINOVA's first priority security interest and other rights in the Agent’s LiensCollateral and the priority thereof from time to time, including: , without limitation, (i) executing, delivering and/or recording of executing and filing financing or continuation statements, statements and amendments thereofthereof and executing and delivering such documents and titles in connection with motor vehicles as FINOVA shall require, all in form and substance reasonably satisfactory to the Agent; FINOVA, (ii) maintaining a perpetual inventory and complete and accurate stock records, (iii) delivering to FINOVA warehouse receipts covering any portion of the Agent the originals of all instruments, documentsCollateral located in warehouses and for which warehouse receipts are issued, and chattel papertransferring Inventory to warehouses designated by FINOVA, and all other Collateral of which the Agent determines it should have physical possession in order to perfect and protect the Agent’s security interest therein, duly pledged, endorsed or assigned to the Agent without restriction; (iiiiv) placing notations on the Borrower’s 's books of account to disclose the Agent’s FINOVA's security interest; interest therein and (ivv) taking such other steps as are deemed necessary or desirable by the Agent delivering to maintain and protect the Agent’s LiensFINOVA all letters of credit on which Borrower is named beneficiary. To the extent permitted by applicable law, the Agent FINOVA may file, without the Borrower’s 's signature, one or more financing statements disclosing the Agent’s LiensFINOVA's security interest under this Agreement. The Borrower agrees that a carbon, photographic, photostatic, photostatic or other reproduction of this Agreement or of a financing statement is sufficient as a financing statement. (b) . If any Collateral is at any time in the possession or control of any warehouseman, bailee or any of the Borrower’s 's agents or processors, then the Borrower shall notify the Agent thereof and shall, at the request of Agent, notify such Person of the Agent’s FINOVA's security interest in such Collateral and and, upon FINOVA's request, instruct such Person them to hold all such Collateral for the Agent’s FINOVA's account subject to the Agent’s FINOVA's instructions. If at any time any Collateral is located in any operating facility of the Borrower not owned by the Borrower, then the Borrower shall, at the request of the Agent, obtain written landlord lien waivers or subordinations, in form and substance reasonably satisfactory to the Agent, of all present and future Liens to which the owner or lessor of such premises may be entitled to assert against the Collateral. (c) From time to time, the Borrower shall, upon the Agent’s request, execute and deliver confirmatory written instruments pledging to the Agent, for the ratable benefit of the Agent and the Lenders, the Collateral with respect to the Borrower, but the Borrower’s failure to do so shall not affect or limit any security interest or any other rights of the Agent or any Lender in and to the Collateral with respect to the Borrower. So long as this Agreement is in effect and until all Obligations have been fully satisfied, the Agent’s Liens shall continue in full force and effect in all Collateral (whether or not deemed eligible for the purpose of calculating the Availability or as the basis for any advance, loan, extension of credit, or other financial accommodation). (d) Except with respect to Collateral delivered to the Agent pursuant to this Section 6.2, the Borrower shall immediately following the execution or receipt of a Contract, stamp on the Contract the following words: “This document is subject to a security interest in favor of Bank of America, N.A., as agent”.

Perfection and Protection of Security Interest. (a) The Borrower shall, at its Borrower's expense, perform take all steps actions requested by the Agent Lender at any time to perfect, maintain, protect, protect and enforce Lender's security interest and other rights in the Agent’s LiensCollateral and the priority thereof from time to time, including: , without limitation, (i) executing, delivering and/or recording of executing and filing financing or continuation statements, statements and amendments thereofthereof and executing and delivering such documents and titles in connection with motor vehicles as Lender shall require, all in form and substance reasonably satisfactory to the Agent; Lender, (ii) maintaining a perpetual inventory and complete and accurate stock records, (iii) delivering to Lender warehouse receipts covering any portion of the Agent the originals of all instruments, documentsCollateral located in warehouses and for which warehouse receipts are issued, and chattel papertransferring Inventory to warehouses designated by Lender, and all other Collateral of which the Agent determines it should have physical possession in order to perfect and protect the Agent’s security interest therein, duly pledged, endorsed or assigned to the Agent without restriction; (iiiiv) placing notations on the Borrower’s 's books of account to disclose the Agent’s Lender's security interest; interest therein and (ivv) taking such other steps as are deemed necessary or desirable by the Agent delivering to maintain and protect the Agent’s LiensLender all letters of credit on which Borrower is named beneficiary. To the extent permitted by applicable law, the Agent Lender may file, without the Borrower’s 's signature, one or more financing statements disclosing the Agent’s LiensLender's security interest under this Agreement. The Borrower agrees that a carbon, photographic, photostatic, photostatic or other reproduction of this Agreement or of a financing statement is sufficient as a financing statement. (b) . If any Collateral is at any time in the possession possession, or control of any warehouseman, bailee or any of the Borrower’s 's agents or processors, then the Borrower shall notify the Agent thereof and shall, at the request of Agent, notify such Person of the Agent’s Lender's security interest in such Collateral and and, upon Lender's request, instruct such Person them to hold all such Collateral for the Agent’s Lender's account subject to the Agent’s Lender's instructions. If at any time any Collateral is located in any operating facility of the Borrower not owned by the Borrower, then the Borrower shall, at the request of the Agent, obtain written landlord lien waivers or subordinations, in form and substance reasonably satisfactory to the Agent, of all present and future Liens to which the owner or lessor of such premises may be entitled to assert against the Collateral. (c) From time to time, the Borrower shall, upon the Agent’s Lender's request, execute and deliver confirmatory written instruments pledging to the Agent, for the ratable benefit of the Agent and the Lenders, the Collateral with respect to the BorrowerLender, but the Borrower’s 's failure to do so shall not affect or limit any Lender's security interest or any other rights of the Agent or any Lender in and to the Collateral with respect to Collateral. Until the Borrower. So long as this Agreement is in effect and until all Obligations have been fully satisfiedsatisfied and. Lender's obligation to make further advances hereunder has terminated, Lender's security interest in the Agent’s Liens Collateral shall continue in full force and effect in all Collateral (whether or not deemed eligible for the purpose of calculating the Availability or as the basis for any advance, loan, extension of credit, or other financial accommodation)effect. (d) Except with respect to Collateral delivered to the Agent pursuant to this Section 6.2, the Borrower shall immediately following the execution or receipt of a Contract, stamp on the Contract the following words: “This document is subject to a security interest in favor of Bank of America, N.A., as agent”.

Perfection and Protection of Security Interest. (a) The Each Borrower and ---------------------------------------------- the Guarantor shall, at its own expense, perform perform, do, execute and deliver all steps steps, acts, things and documents as may be requested by the Agent or a Lender at any time to register, file, signify, publish, perfect, maintain, protect, protect and enforce the Agent’s LiensSecurity Interest including, includingwithout limitation: (ia) executing, delivering and/or registering and recording of the Loan Documents and executing and filing financing or continuation statementsstatements or applications for registration, and amendments thereof, in form and substance reasonably satisfactory to the AgentAgent and Lenders; (iib) delivering to the Agent or a Lender (as directed) the original certificates of title for all motor vehicles titled or domiciled in the United States with the Security Interest properly endorsed thereon if available; (c) delivering to the Agent or a Lender (as directed) the originals of all instruments, documents, and chattel paper, paper and all other Collateral of which the Agent or a Lender (as directed) determines it should have physical possession in order to perfect and protect the Agent’s security interest Security Interest therein, duly pledged, endorsed or assigned to the Agent or a Lender (as directed) without restriction; (iiid) delivering to the Agent warehouse receipts covering any portion of the Collateral located in warehouses and for which warehouse receipts are issued; (e) after an Event of Default, transferring Inventory to warehouses designated by the Agent or a Lender (as directed); (f) placing notations on the Borrower’s Borrowers' and Guarantor's books of account to disclose the Security Interest; (g) executing and delivering to the Agent and/or a Lender (as directed) a hypothecation or security agreement relating to the Reversions in form and substance satisfactory to the Agent’s security interest; (h) delivering to the Agent or, as requested, its applicable Lender all letters of credit on which a Borrower or Guarantor is named beneficiary; and (ivi) taking such other steps as are deemed necessary or desirable by the Agent or a Lender to maintain the Security Interest and protect the Agent’s Lienspriority thereof. To the extent permitted by applicable law, the Agent or either of the Lenders may file, without the Borrower’s Borrowers' or the Guarantor's signature, one or more financing statements disclosing the Agent’s LiensSecurity Interest. The Borrower Each of the Borrowers and the Guarantor agrees that a carbon, photographic, photostatic, photostatic or other reproduction of this Agreement any Loan Document or of a financing statement is sufficient as a financing statement. (b) . If any Collateral is at any time in the possession or control of any warehouseman, bailee or any of any Borrower's or the Borrower’s Guarantor's agents or processors, then such Borrower or the Borrower Guarantor, as applicable, shall notify the Agent and its applicable Lender thereof and shall, at the request of Agent, shall notify such Person of the Agent’s security interest Security Interest in such Collateral and and, upon the Agent's or a Lender's (as directed) request, instruct such Person to hold all such Collateral for the Agent’s 's account subject to the Agent’s 's instructions. If at any time any Collateral is located in any operating facility of the Borrower not owned by the Borrower, then the Borrower shall, at the request of the Agent, obtain written landlord lien waivers or subordinations, in form and substance reasonably satisfactory to the Agent, of all present and future Liens to which the owner or lessor of such premises may be entitled to assert against the Collateral. (c) From time to time, each Borrower or the Borrower Guarantor, as applicable shall, upon the Agent’s 's request, execute and deliver confirmatory written instruments pledging or hypothecating to the Agent, for Agent or a Lender (as directed) the ratable benefit of the Agent and the Lenders, the Collateral with respect to the BorrowerCollateral, but any Borrower's or the Borrower’s Guarantor's failure to do so shall not affect or limit any security interest the Security Interest or any the Agent's and/or Lenders' other rights of the Agent or any Lender in and to the Collateral with respect to the BorrowerCollateral. So long as this Agreement is in effect and until all Obligations have been fully satisfied, the Agent’s Liens Security Interest shall continue in full force and effect in all Collateral (whether or not deemed eligible for the purpose of calculating the Canadian Availability or U.S. Availability or as the basis for any advance, loan, extension of credit, or other financial accommodation). (d) Except with respect to Collateral delivered to the Agent pursuant to this Section 6.2, the Borrower shall immediately following the execution or receipt of a Contract, stamp on the Contract the following words: “This document is subject to a security interest in favor of Bank of America, N.A., as agent”.

Perfection and Protection of Security Interest. (a) The Borrower U.S. Borrowers shall, at its their expense, perform all steps reasonably requested by the Agent Lender at any time to perfect, maintain, protect, and enforce its Liens in the Agent’s LiensCollateral including, includingwithout limitation: (i) executing, delivering and/or recording of executing and filing financing or continuation statements, and amendments thereof, in form and substance reasonably satisfactory to the AgentLender; (ii) delivering to the Agent Lender the original certificates of title for all motor vehicles of the U.S. Borrowers with the Lender's security interest properly endorsed thereon; (iii) delivering to the Lender the originals of all instruments, documents, and chattel paper, and all other Collateral of which the Agent Lender determines it should have physical possession in order to perfect and protect the Agent’s Lender's security interest therein, duly pledged, endorsed or assigned to the Agent Lender without restriction; (iiiiv) placing notations delivering to the Lender warehouse receipts covering any portion of the Collateral located in warehouses and for which warehouse receipts are issued; (v) delivering to the Lender all letters of credit on which any U.S. Borrower is named beneficiary; (vi) the Borrower’s books filing and recordation with the U.S. Surface Transportation Board of account to disclose this Agreement (or a memorandum thereof) and any other agreement under which any Person other than the Agent’s security interestBorrowers shall use any Rolling Stock; and (ivvii) taking such other steps as are deemed necessary or desirable by the Agent Lender to maintain and protect the Agent’s its Liens. To the extent permitted by applicable law, the Agent Lender may file, without the any Borrower’s 's signature, one or more financing statements disclosing the Agent’s its Liens. The Each U.S. Borrower agrees that a carbon, photographic, photostatic, or other reproduction of this Agreement or of a financing statement is sufficient as a financing statement. (b) If any Collateral is at any time in the possession or control of any warehouseman, bailee or any agent of any of the Borrower’s agents or processorsU.S. Borrowers, then the such Borrower shall notify the Agent Lender thereof and shall, at the request of Agent, shall notify such Person of the Agent’s Lender's security interest in such Collateral and and, upon the Lender's request, instruct such Person to hold all such Collateral for the Agent’s Lender's account subject to the Agent’s Lender's instructions. If at any time significant operations of any of the U.S. Borrower's business is operated on or any significant Collateral is located in on any operating facility of the Borrower premises that are not owned by the a U.S. Borrower, then the such Borrower shallshall use Good Faith efforts to obtain, at the request of the AgentLender, obtain written landlord lien waivers or subordinations, attornment agreements in form and substance reasonably satisfactory to the Agent, of all present and future Liens to which Lender with the owner or lessor of such premises may be entitled to assert against the Collateralpremises. (c) From time to time, the each U.S. Borrower shall, upon the Agent’s Lender's request, execute and deliver confirmatory written instruments pledging to the Agent, for Lender the ratable benefit of the Agent and the Lenders, the Collateral with respect to the BorrowerCollateral, but the any such Borrower’s 's failure to do so shall not affect or limit any the Lender's security interest or any the Lender's other rights of the Agent or any Lender in and to the Collateral with respect to the BorrowerCollateral. So long as this Agreement the Working Capital Commitment is in effect and until all or any of the Obligations have been fully satisfiedremain outstanding, the Agent’s Lender's Liens shall continue in full force and effect in all Collateral (whether or not deemed eligible for the purpose of calculating the Availability or as the basis for any advance, loan, extension of credit, or other financial accommodation)Collateral. (d) Except with respect to Collateral delivered to the Agent pursuant to this Section 6.2, the Borrower shall immediately following the execution or receipt of a Contract, stamp on the Contract the following words: “This document is subject to a security interest in favor of Bank of America, N.A., as agent”.

Perfection and Protection of Security Interest. (a) The Borrower shall, at its expense, perform all steps requested by the Agent Lender at any time to perfect, maintain, protect, and enforce the Agent’s LiensLender's Liens in the Collateral, including, without limitation: (i) executing, delivering and/or recording of executing and filing financing or continuation statements, and amendments thereof, in form and substance reasonably satisfactory to the AgentLender; (ii) delivering to the Agent Lender the originals of all instrumentsInstruments, documents, and chattel paper, and all other Collateral of which the Agent Lender determines it should have physical possession in order to perfect and protect the Agent’s Lender's security interest therein, duly pledged, endorsed or assigned to the Agent Lender without restriction; (iii) placing notations on the Borrower’s 's books of account to disclose the Agent’s Lender's security interest; and (iv) taking such other steps as are deemed necessary or desirable by the Agent Lender to maintain and protect the Agent’s LiensLender's Liens in the Collateral. To the extent permitted by applicable law, the Agent Lender may file, without the Borrower’s 's signature, one or more financing statements disclosing the Agent’s LiensLender's Liens in the Collateral. The Borrower agrees that a carbon, photographic, photostatic, or other reproduction of this Agreement or of a financing statement is sufficient as a financing statement. (b) If any Collateral is at any time in the possession or control of any warehouseman, bailee or any of the Borrower’s agents or processors, then the Borrower shall notify the Agent thereof and shall, at the request of Agent, notify such Person of the Agent’s security interest in such Collateral and instruct such Person to hold all such Collateral for the Agent’s account subject to the Agent’s instructions. If at any time any Collateral is located in any operating facility of the Borrower not owned by the Borrower, then the Borrower shall, at the request of the Agent, obtain written landlord lien waivers or subordinations, in form and substance reasonably satisfactory to the Agent, of all present and future Liens to which the owner or lessor of such premises may be entitled to assert against the Collateral. (c) From time to time, the Borrower shall, upon the Agent’s request, execute and deliver confirmatory written instruments pledging to the Agent, for the ratable benefit of the Agent and the Lenders, the Collateral with respect to the Borrower, but the Borrower’s failure to do so shall not affect or limit any security interest or any other rights of the Agent or any Lender in and to the Collateral with respect to the Borrower. So long as this Agreement is in effect and until all Obligations have been fully satisfied, the Agent’s Liens shall continue in full force and effect in all Collateral (whether or not deemed eligible for the purpose of calculating the Availability or as the basis for any advance, loan, extension of credit, or other financial accommodation). (d) Except with respect to Collateral delivered to the Agent Lender pursuant to this Section 6.2, the Borrower shall immediately following the execution or receipt of a Contract, stamp on the Contract the following words: “"This document is subject to a security interest in favor of Bank BankAmerica Business Credit, Inc." (c) If any Collateral is at any time in the possession or control of Americaany bailee or any of the Borrower's agents, N.A.then the Borrower shall notify the Lender thereof and shall notify such Person of the Lender's security interest in such Collateral and, as agent”.upon the Lender's request, instruct such Person to hold all such Collateral for the Lender's account subject to the Lender's instructions. If at any time

Perfection and Protection of Security Interest. With respect to each ---------------------------------------------- Borrower: (a) The Each Borrower shall, at its expense, perform all steps requested by the Agent at any time to perfect, maintain, protect, and enforce the Agent’s 's Liens, including, without limitation: (i) executing, delivering and/or filing and recording of the Patent and Trademark Agreements and executing and filing financing or continuation statements, and amendments thereof, in form and substance reasonably satisfactory to the Agent; (ii) delivering to the Agent the originals of all instruments, documents, and chattel paper, and all other Collateral of which the Agent determines it should have physical possession in order to perfect and protect the Agent’s 's security interest therein, duly pledged, endorsed or assigned to the Agent without restriction; (iii) delivering to the Agent warehouse receipts covering any portion of the Collateral located in warehouses and for which warehouse receipts are issued and certificates of title covering any portion of the collateral for which certificates of title have been issued; (iv) when an Event of Default exists, transferring Inventory to warehouses designated by the Agent; (v) placing notations on the Borrower’s 's books of account to disclose the Agent’s 's security interest; (vii) delivering to the Agent all letters of credit on which the Borrower is named beneficiary; and (ivviii) taking such other steps as are deemed necessary or desirable by the Agent to maintain and protect the Agent’s 's Liens. To the extent permitted by applicable law, the Agent may file, without the Borrower’s 's signature, one or more financing statements disclosing the Agent’s 's Liens. The Borrower agrees that a carbon, photographic, photostatic, or other reproduction of this Agreement or of a financing statement is sufficient as a financing statement. (b) If any Collateral is at any time in the possession or control of any warehouseman, bailee or any of the Borrower’s 's agents or processors, then the Borrower shall notify the Agent thereof and shall, at the request of AgentAgent following an Event of Default, notify such Person of the Agent’s 's security interest in such Collateral and instruct such Person to hold all such Collateral for the Agent’s 's account subject to the Agent’s 's instructions. Unless an Event of Default has occurred, Agent agrees to instruct such Person to accept Borrower's instructions until further notice from Agent. If at any time any Collateral is located in on any operating facility of the Borrower which is not owned by the Borrower, then the Borrower shall, at the request of the Agent, obtain written landlord lien waivers or subordinationswaivers, in form and substance reasonably satisfactory to the Agent, of all present and future Liens to which the owner or lessor of such premises may be entitled to assert against the Collateral. (c) From time to time, the Borrower shall, upon the Agent’s 's request, execute and deliver confirmatory written instruments pledging to the Agent, for the ratable benefit of the Agent and the Lenders, the Collateral with respect to the Borrower, but the Borrower’s 's failure to do so shall not affect or limit any security interest or any other rights of the Agent or any Lender in and to the Collateral with respect to the Borrower. So long as this Agreement is in effect and until all Obligations have been fully satisfied, the Agent’s 's Liens shall continue in full force and effect in all Collateral (whether or not deemed eligible for the purpose of calculating the Availability or as the basis for any advance, loan, extension of credit, or other financial accommodation). (d) Except with respect to Collateral delivered to the Agent pursuant to this Section 6.2, the Borrower shall immediately following the execution or receipt of a Contract, stamp on the Contract the following words: “This document is subject to a security interest in favor of Bank of America, N.A., as agent”.

Perfection and Protection of Security Interest. (a) The Borrower Each Grantor shall, at its expense, perform all steps requested by the Agent at any time to perfect, maintain, protect, and enforce the Agent’s Liens, including: (i) executing, delivering and/or recording of executing and filing financing or continuation statements, and amendments thereof, in form and substance reasonably satisfactory to the Agent; (ii) delivering to the Agent warehouse receipts covering any portion of the originals Collateral located in warehouses and for which warehouse receipts are issued and certificates of all instruments, documents, and chattel paper, and all other Collateral title covering any portion of the collateral for which the Agent determines it should certificates of title have physical possession in order to perfect and protect the Agent’s security interest therein, duly pledged, endorsed or assigned to the Agent without restrictionbeen issued; (iii) when an Event of Default has occurred and is continuing, transferring Inventory to warehouses or other locations designated by the Agent; (iv) placing notations on the Borrowersuch Grantor’s books of account to disclose the Agent’s security interest; and (ivv) taking such other steps as are deemed necessary or desirable by the Agent to maintain and protect the Agent’s Liens. To the extent permitted by applicable law, the Agent may file, without the Borrower’s signature, one or more financing statements disclosing the Agent’s Liens. The Borrower Each Grantor agrees that a carbon, photographic, photostatic, or other reproduction of this Agreement or of a financing statement is sufficient as a financing statement. (b) If any Collateral is Grantor at any time owns Collateral consisting of a negotiable Document with a value in the possession excess of $1,000,000 or control Chattel Paper with an aggregate value in _____ excess of any warehouseman$1,000,000, bailee or any of the Borrower’s agents or processors, then the Borrower such Grantor shall promptly notify the Agent thereof and shalland, at the request of Agent, notify such Person of the Agent’s security interest in such Collateral and instruct such Person to hold all such Collateral for the Agent’s account subject to the Agent’s instructions. If at any time any Collateral is located in any operating facility of the Borrower not owned by the Borrower, then the Borrower shall, at the upon request of the Agent, deliver such Collateral to the Agent. (c) All notes and other instruments representing or evidencing the Pledged Notes and all other Instruments now owned or at any time hereafter acquired by any Grantor other than any Excluded Notes (collectively, the “Pledged Collateral”) shall be delivered to and held by or on behalf of the Agent pursuant hereto (except as otherwise provided in the last sentence of Section 10(c) hereof) and shall be in suitable form for transfer by delivery, or shall be accompanied by duly executed instruments of transfer or assignments in blank, all in form and substance satisfactory to the Agent. Upon the occurrence and during the continuance of an Event of Default, the Agent shall have the right, at any time in its discretion and without notice to such Grantor, to transfer to or to register in the name of the Agent or any nominee of the Agent any or all of the Pledged Collateral, subject only to the revocable rights specified in Section 10 hereof. In addition, upon the occurrence and during the continuance of an Event of Default, the Agent shall have the right at any time to exchange instruments representing or evidencing Pledged Collateral for instruments of smaller or larger denominations. (d) If required by the terms of the Credit Agreement and not waived by Agent in writing (which waiver may be revoked), each Grantor shall obtain written landlord lien waivers authenticated control agreements from each issuer of uncertificated securities, securities intermediary, or subordinationscommodities intermediary issuing or holding any financial assets or commodities to or for such Grantor. (e) If any Grantor is or becomes the beneficiary of a letter of credit in an amount in excess of $1,000,000, such Grantor shall promptly notify Agent thereof and enter into a tri‑party agreement with Agent and the issuer and/or confirmation bank with respect to Letter-of-Credit Rights assigning such Letter-of-Credit Rights to Agent and directing all payments thereunder to the Payment Account, all in form and substance reasonably satisfactory to the Agent, of all present and future Liens to which the owner or lessor of such premises may be entitled to assert against the Collateral. (cf) Each Grantor shall take all steps necessary to grant the Agent control of all electronic chattel paper in accordance with the Code and all “transferable records” as defined in the Uniform Electronic Transactions Act. (g) Each Grantor hereby irrevocably authorizes the Agent at any time and from time to time to file in any filing office in any Uniform Commercial Code jurisdiction any initial financing statements and amendments thereto that (a) indicate the Collateral (i) as all assets of such Grantor or words of similar effect, regardless of whether any particular asset comprised in the Collateral falls within the scope of Article 9 of the UCC of the State of New York or such jurisdiction, or (ii) as being of an equal or lesser scope or with greater detail, and (b) contain any other information required by part 5 of Article 9 of the UCC of the State of New York for the sufficiency or filing office acceptance of any financing statement or amendment, including whether such Grantor is an organization, the type of organization and any organization identification number issued to such Grantor. Each Grantor agrees to furnish any such information to the Agent promptly upon request. Each Grantor also ratifies its authorization for the Agent to have filed in any Uniform Commercial Code jurisdiction any like initial financing statements or amendments thereto if filed prior to the date hereof. (h) Each Grantor shall promptly deliver to Agent a copy of any complaint filed by it asserting any commercial tort claim (as defined in the UCC) in an amount in excess of $5,000,000 and unless otherwise consented by Agent, such Grantor shall enter into a supplement to this Agreement, granting to Agent a Lien in such commercial tort claim. (i) From time to time, the Borrower each Grantor shall, upon the Agent’s request, execute and deliver confirmatory written instruments pledging to the Agent, for the ratable benefit of the Agent and the Lenders, the Collateral with respect to the BorrowerCollateral, but the Borrowersuch Grantor’s failure to do so shall not affect or limit any security interest or any other rights of the Agent or any Lender in and to the Collateral with respect to the Borrowersuch Grantor. So long as this the Credit Agreement is in effect and until all Obligations have been fully satisfied, the Agent’s Liens shall continue in full force and effect in all Collateral (whether or not deemed eligible for the purpose of calculating the Availability or as the basis for any advance, loan, extension of credit, or other financial accommodation). (d) Except with respect to Collateral delivered to the Agent pursuant to this Section 6.2, the Borrower shall immediately following the execution or receipt of a Contract, stamp on the Contract the following words: “This document is subject to a security interest in favor of Bank of America, N.A., as agent”.

Perfection and Protection of Security Interest. (a) The Each Borrower shall, at its expense, perform all steps requested by the Agent at any time to perfectmore fully effectuate, maintain, protect, and enforce the Agent’s 's Liens, including, without limitation, at the request of the Agent: (i) executing, delivering and/or filing and recording of the Mortgage(s) and executing and filing financing or continuation statements, and amendments thereof, in form and substance reasonably satisfactory to the Agent; (ii) delivering to the Agent the originals of all instruments, documents, and chattel paper, and all other Collateral of which the Agent determines it should have physical possession in order to perfect and protect the Agent’s 's security interest therein, duly pledged, endorsed or assigned to the Agent without restriction; (iii) delivering to the Agent warehouse receipts covering any portion of the Collateral located in warehouses and for which warehouse receipts are issued; (iv) when an Event of Default exists and is continuing, transferring Inventory to warehouses designated by the Agent; (v) placing notations on the such Borrower’s 's books of account to disclose the Agent’s 's security interest; (vii) delivering to the Agent all letters of credit on which such Borrower is named beneficiary; and (ivviii) taking such other steps as are deemed necessary or desirable by the Agent to maintain and protect the Agent’s 's Liens. To the extent permitted by applicable law, the Agent may file, without the any Borrower’s 's signature, one or more financing statements disclosing the Agent’s 's Liens. The Each Borrower agrees that a carbon, photographic, photostatic, or other reproduction of this Agreement or of a financing statement is sufficient as a financing statement. (ba) If any Collateral Inventory is at any time in the possession or control of any warehouseman, bailee or any of the any Borrower’s 's or Alpha Tube's agents or processors, then the such Borrower shall (or shall cause Alpha Tube, as appropriate, to) notify the Agent thereof and shall, at the request of Agent, shall notify such Person of the Agent’s 's security interest in such Collateral and Inventory and, upon the Agent's request, instruct such Person to hold all such Collateral Inventory for the Agent’s 's account subject to the Agent’s instructions's instructions (provided that, with respect to (x) consignments of Inventory by the Borrowers and Alpha Tube or (y) shipments of Inventory by the Borrowers and Alpha Tube to processors, involving less than $1,000,000 of Inventory with any customer or processor and less than $2,500,000 of Inventory in the aggregate for all consignments by the Borrowers and Alpha Tube and shipments by the Borrowers and Alpha Tube to processors, no such notice or instructions to such Person shall be required unless requested by the Agent during the existence of an Event of Default). If at any time any Collateral Inventory is located in on any operating facility of the a Borrower or Alpha Tube which is not owned by the Borrowersuch Borrower or Alpha Tube, as appropriate, then the such Borrower shallshall (or shall cause Alpha Tube, as appropriate, to), at the request of the Agent, obtain written landlord lien waivers or subordinationswaivers, in form and substance reasonably satisfactory to the Agent, of all present and future Liens to which the owner or lessor of such premises may be entitled to assert against the CollateralInventory. (cb) From time to time, the each Borrower shallshall (or shall cause Alpha Tube, as appropriate, to), upon the Agent’s 's request, execute and deliver confirmatory written instruments pledging to the Agent, for the ratable benefit of the Agent and the Lenders, the Collateral with respect to the Borrowersuch Borrower or Alpha Tube, as appropriate, but the such Borrower’s 's or Alpha Tube's failure to do so shall not affect or limit any the Agent's security interest or any the Agent's other rights of the Agent or any Lender in and to the Collateral with respect to the Borrowersuch Borrower or Alpha Tube. So long as this Agreement is in effect and until all Obligations have been fully satisfied, the Agent’s 's Liens shall continue in full force and effect in all Collateral (whether or not deemed eligible for the purpose of calculating the Combined Availability or as the basis for any advance, loan, extension of credit, or other financial accommodation). (dc) Except with respect Notwithstanding anything to the contrary contained herein or elsewhere: (i) The Agent's Liens shall be deemed valid and perfected by entry of the Interim Bankruptcy Court Order and the Final Bankruptcy Court Order, as the case may be. The Agent and the Lenders shall not be required to file any financing statements, mortgages, notices of lien or similar instruments in any jurisdiction or filing office, or to take possession of any Collateral delivered or to take any other action in order to validate or perfect the Liens granted by or pursuant to this Agreement, the Interim Bankruptcy Court Order, the Final Bankruptcy Court Order or any other Loan Document. If the Agent or the Majority Lenders shall, in its or their sole discretion, from time to time elect to file any such financing statements, mortgages, notices of lien or similar instruments, take possession of any Collateral or take any other action to further validate the perfection of all or any portion of the Agent's Liens, all such documents and actions shall be deemed to have been filed or recorded or taken at the time and on the Interim Bankruptcy Court Order Date. (ii) The Liens, lien priorities, super-priority administrative expense claims and other rights and remedies granted to the Agent and the Lenders pursuant to this Section 6.2Agreement, the Interim Bankruptcy Court Order, the Final Bankruptcy Court Order or the other Loan Documents (specifically including, but not limited to, the existence, perfection and priority of the Liens provided for herein and therein, and the administrative expense claim priority provided herein and therein) shall not be modified, altered or impaired in any manner by any other financing or extension of credit or incurrence of debt by any Borrower shall immediately following or Alpha Tube (pursuant to Section 364 of the execution Bankruptcy Code or receipt otherwise), or by dismissal or conversion of the Case, or by any other act or omission whatsoever. Without limiting the generality of the foregoing, notwithstanding any such order, financing, extension, incurrence, dismissal, conversion, act or omission: (A) except for the Carve-Out Expenses and Alpha Tube Carve-Out Expenses, no costs or expenses of administration which have been or may be incurred in the Case or any conversion of the same or in any other proceedings related thereto, and no priority claims, are or will be prior to or on a Contractparity with any claim of any Lenders, stamp on the Contract the following words: “This document is subject to a security interest in favor of Bank of AmericaAmerica or the Agent against any Borrower or Alpha Tube in respect of any Obligation; (B) the Agent's Liens shall constitute valid and perfected first priority Liens subject and subordinate only, N.A.(x) in the case of the Agent's Liens encumbering Collateral not consisting of Inventory (other than Permitted Consignment Inventory), as agent”.Accounts and the proceeds thereof, to Permitted Liens described in clause (a), (d), (e), (g), (h), (i) and (j) of the definition thereof, (y) in the case of the Agent's Liens encumbering Collateral consisting of Inventory (other than Permitted Consignment Inventory), Accounts and the proceeds thereof (other than the foregoing under

Perfection and Protection of Security Interest. (a) The Borrower Each Grantor shall, at its expense, perform all reasonable steps requested by the Agent at any time to perfect, maintain, protect, and enforce the Agent’s 's Liens, including: (i) executing, delivering and/or filing and recording of the Mortgage(s) and executing and filing financing or continuation statements, and amendments thereof, in form and substance reasonably satisfactory to the Agent; (ii) delivering whenever an Event of Default has occurred and is continuing, transferring Inventory to the Agent the originals of all instruments, documents, and chattel paper, and all warehouses or other Collateral of which the Agent determines it should have physical possession in order to perfect and protect locations designated by the Agent’s security interest therein, duly pledged, endorsed or assigned to the Agent without restriction; (iii) placing notations on the Borrower’s such Grantor's books of account to disclose the Agent’s 's security interest; and (iv) taking such other steps as are deemed necessary or reasonably desirable by the Agent to maintain and protect the Agent’s 's Liens. To the extent permitted by applicable law, the Agent may file, without the Borrower’s signature, one or more financing statements disclosing the Agent’s Liens. The Borrower Each Grantor agrees that a carbon, photographic, photostatic, or other reproduction of this Agreement or of a financing statement is sufficient as a financing statement. (b) If At the reasonable request of the Agent, each Grantor shall deliver to the Agent all Collateral consisting of a reasonable sample of negotiable Documents and all material negotiable Documents, certificated securities (accompanied by stock papers executed in blank), Chattel Paper and Instruments evidencing, comprising or representing the Collateral (including the Pledged Collateral), promptly after such Grantor receives the same, duly endorsed or accompanied by duly executed instruments of transfer or assignment in blank. Upon the occurrence and during the continuation of an Event of Default, the Agent shall have the right, without notice to the Grantors, to transfer to or to register in the name of the Agent or any Collateral is of its nominees any or all of the Pledged Collateral, subject to the revocable rights specified in SECTION 21(A) hereof. In addition, the Agent shall have the right at any time to exchange certificates or instruments representing or evidencing Pledged Collateral for certificates or instruments of smaller or larger denominations. (c) Each Grantor shall, in accordance with the terms of the Credit Agreement, obtain or use its commercially reasonable efforts to obtain waivers or subordinations of Liens from landlords and mortgagees, and such Grantor shall in all instances (other than as otherwise agreed between LS&Co. and the Agent) obtain signed acknowledgements of the Agent's Liens from bailees having possession or control of any warehouseman, bailee or any Collateral that they hold for the benefit of the Borrower’s agents Agent. (d) If required by the terms of the Credit Agreement and not waived by the Agent in writing (which waiver may be revoked), each Grantor shall obtain authenticated control agreements from each issuer of uncertificated securities, securities intermediary, or processorscommodities intermediary issuing or holding any financial assets or commodities to or for such Grantor. (e) If any Grantor is or becomes the beneficiary of a letter of credit in respect of an amount exceeding $5,000,000, then the Borrower such Grantor shall promptly notify the Agent thereof and shalland, at the request of Agent, notify such Person of the Agent’s security interest in such Collateral and instruct such Person to hold all such Collateral for the Agent’s account subject to the Agent’s instructions. If at any time any Collateral is located in any operating facility of the Borrower not owned by the Borrower, then the Borrower shall, at upon the request of the Agent, obtain written landlord lien waivers or subordinationsenter into a tri-party agreement with the Agent and the issuer and/or confirmation bank with respect to Letter-of-Credit Rights assigning such Letter-of-Credit Rights to the Agent and directing all payments thereunder to the Payment Account, all in form and substance reasonably satisfactory to the Agent. (f) Upon the request of the Agent, each Grantor shall take all reasonable steps necessary to grant the Agent control of all present electronic chattel paper in accordance with the Code and future Liens all "transferable records" as defined in the Uniform Electronic Transactions Act. (g) Each Grantor hereby irrevocably authorizes the Agent at any time and from time to time to file in any filing office in any Uniform Commercial Code jurisdiction any initial financing statements and amendments thereto that (a) indicate the Collateral (i) as all assets of such Grantor or words of similar effect, regardless of whether any particular asset comprised in the Collateral falls within the scope of Article 9 of the UCC of the State of California or such jurisdiction, or (ii) as being of an equal or lesser scope or with greater detail, and (b) contain any other information required by part 5 of Article 9 of the UCC of the State of California for the sufficiency or filing office acceptance of any financing statement or amendment, including (i) whether such Grantor is an organization, the type of organization and any organization identification number issued to such Grantor, and (ii) in the case of a financing statement filed as a fixture filing or indicating Collateral as as-extracted collateral or timber to be cut, a sufficient description of real property to which the owner Collateral relates. Each Grantor agrees to furnish any such information to the Agent promptly upon request. Each Grantor also ratifies its authorization for the Agent to have filed in any Uniform Commercial Code jurisdiction any like initial financing statements or lessor of such premises may be entitled amendments thereto if filed prior to assert against the Collateraldate hereof. (ch) Each Grantor shall promptly notify the Agent of any material commercial tort claim (as defined in the UCC) acquired by it and unless otherwise consented to by the Agent, such Grantor shall enter into a supplement to this Agreement, granting to the Agent a Lien in such commercial tort claim. (i) From time to time, the Borrower any Grantor shall, upon the Agent’s 's request, execute and deliver confirmatory written instruments pledging to the Agent, for the ratable benefit of the Agent Agent, the Lenders and the Selected Revolving Lenders, the Collateral with respect to the BorrowerCollateral, but the Borrower’s such Grantor's failure to do so shall not affect or limit any security interest or any other rights of the Agent or any Lender in and to the Collateral with respect to the Borrowersuch Grantor. So long as this the Credit Agreement is in effect and until all Secured Obligations (other than in respect of inchoate indemnity obligations) have been fully satisfied, the Agent’s 's Liens shall continue in full force and effect in all Collateral (whether or not deemed eligible for the purpose of calculating the Availability or as the basis for any advance, loan, extension of credit, or other financial accommodation). (d) Except with respect to Collateral delivered to the Agent pursuant to this Section 6.2, the Borrower shall immediately following the execution or receipt of a Contract, stamp on the Contract the following words: “This document is subject to a security interest in favor of Bank of America, N.A., as agent”.

Perfection and Protection of Security Interest. (a) The Borrower Grantor shall, at its expense, perform all steps requested by the Agent at any time to perfect, maintain, protect, and enforce the Agent’s 's Liens, including: (i) executing, delivering delivering, and/or filing and recording of each Mortgage (if any), each Copyright Security Agreement, Patent Security Agreement, and Trademark Security Agreement to the extent required by the Credit Agreement, and executing (if necessary), authorizing, and filing financing or continuation statements, and amendments thereof, in form and substance reasonably satisfactory to the Agent; (ii) delivering to the Agent warehouse receipts covering any portion of the originals Collateral located in warehouses and for which warehouse receipts are issued and certificates of all instruments, documents, and chattel paper, and all other title covering any portion of the Collateral for which certificates of which the Agent determines it should title have physical possession in order to perfect and protect the Agent’s security interest therein, duly pledged, endorsed or assigned to the Agent without restrictionbeen issued; (iii) at any time during the existence of an Event of Default, transferring Inventory to warehouses or other locations designated by the Agent; (iv) placing notations on the Borrower’s Grantor's books of account to disclose the Agent’s security interest's Liens; and (ivv) taking such other steps as are deemed necessary or desirable by the Agent to maintain and protect the Agent’s Liens. To the extent permitted by applicable law, the Agent may file, without the Borrower’s signature, one or more financing statements disclosing the Agent’s 's Liens. The Borrower Grantor agrees that a carbon, photographic, photostatic, or other reproduction of this Agreement or of a financing statement is sufficient as a financing statement. (b) If Unless the Agent shall otherwise consent in writing (which consent may be revoked in the Agent's discretion), the Grantor shall deliver to the Agent all Collateral consisting of negotiable Documents, certificated securities (accompanied by stock powers executed in blank), Chattel Paper, and Instruments promptly after the Grantor receives the same. (c) Upon the Agent's request and otherwise in accordance with the terms of the Credit Agreement, the Grantor shall obtain waivers of Liens from landlords and mortgagees, and the Grantor shall in all instances obtain a signed acknowledgment of the Agent's Liens from any representative, agent, warehouseman, consignee, or bailee having possession of any Collateral is at any time in the possession or control of any that such representative, agent, warehouseman, consignee, or bailee or any holds such Collateral for the benefit of the Borrower’s agents Agent. (d) Upon the Agent's request and otherwise in accordance with the terms of the Credit Agreement, the Grantor shall obtain an authenticated control agreement from each issuer of uncertificated securities and from each securities intermediary or processorscommodities intermediary issuing or holding any financial assets or commodities to or for the Grantor. (e) If the Grantor is or becomes the beneficiary of a letter of credit, then the Borrower Grantor shall promptly notify the Agent thereof and shall, at the request of Agent, notify such Person of upon the Agent’s security interest in 's request enter into a tri-party agreement with the Agent and the issuer and/or confirmation bank with respect to all Letter-of-Credit Rights thereunder assigning such Collateral and instruct such Person to hold all such Collateral for the Agent’s account subject Letter-of-Credit Rights to the Agent’s instructions. If at any time any Collateral is located in any operating facility of Agent and directing all payments thereunder to the Borrower not owned by the BorrowerPayment Account, then the Borrower shall, at the request of the Agent, obtain written landlord lien waivers or subordinations, all in form and substance reasonably satisfactory to the Agent, of all present and future Liens to which the owner or lessor of such premises may be entitled to assert against the Collateral. (cf) From time In accordance with the UCC (or other applicable Requirements of Law) and to time, the Borrower shall, upon the Agent’s request, execute and deliver confirmatory written instruments pledging to extent requested by the Agent, for the ratable benefit Grantor shall take all steps necessary to grant the Agent control of all of the Agent Grantor's (i) Deposit Accounts, (ii) electronic Chattel Paper, and (iii) all "transferable records" (as defined in the Lenders, the Collateral with respect to the Borrower, but the Borrower’s failure to do so shall not affect or limit any security interest or any other rights of the Agent or any Lender in and to the Collateral with respect to the Borrower. So long as this Agreement is in effect and until all Obligations have been fully satisfied, the Agent’s Liens shall continue in full force and effect in all Collateral (whether or not deemed eligible for the purpose of calculating the Availability or as the basis for any advance, loan, extension of credit, or other financial accommodationUniform Electronic Transactions Act). (dg) Except The Grantor hereby irrevocably authorizes the Agent at any time and from time to time to file in any filing office any financing statements and amendments thereto that (i) indicate the Collateral (A) as "all assets" or "all personal property" of the Grantor, or words of similar effect, regardless of whether any particular asset comprised in the Collateral falls within the scope of Article 9 of the UCC, or (B) as being of an equal or lesser scope or with respect greater detail, and (ii) contain any other information required by Part 5 of Article 9 of the UCC for the sufficiency or filing office acceptance of any financing statement or amendment, including (A) whether the Grantor is an organization, the type of organization, any organization identification number issued to the Grantor, and any employer or taxpayer identification number issued to the Grantor, and (B) in the case of a financing statement filed as a fixture filing or indicating any Collateral delivered as as-extracted collateral or timber to be cut, a sufficient description of real property to which such Collateral relates. The Grantor agrees to furnish any such information to the Agent pursuant promptly upon request. The Grantor also ratifies its authorization for the Agent to this Section 6.2, file any like financing statements or amendments thereto if filed prior to the Borrower shall immediately following the execution or receipt of a Contract, stamp on the Contract the following words: “This document is subject to a security interest in favor of Bank of America, N.A., as agent”date hereof. (h) Schedule 2.3

Perfection and Protection of Security Interest. (a) The Borrower Grantor shall, at its expense, perform all steps requested by the Agent at any time and reasonably deemed necessary by the Agent to perfect, maintain, protect, protect and enforce the Agent’s LiensLiens on the Collateral, including: (i) executing, delivering and/or filing and recording of any Security Documents required to be delivered in accordance with the Credit Agreement and filing or authorizing the Agent to file financing or continuation financing change statements, and amendments thereof, in form and substance reasonably satisfactory to the Agent; (ii) delivering to the Agent the originals of all instrumentsInstruments that are Collateral from any single obligor having a value in excess of $250,000 and, documentsupon the written request of the Agent, documents and chattel paperpaper that is, or represents Collateral of the Grantor from any single obligor having a value in excess of $250,000, and all other Collateral of which the Agent reasonably determines it should have physical possession in order to perfect and protect the Agent’s 's security interest therein, duly pledged, endorsed or assigned to the Agent without restriction; (iii) delivering to the Agent upon the Agent's Written request made after the occurrence and during the continuance of an Event of Default, warehouse receipts, pipeline operator receipts or receipts relating to any facility where any Collateral is located, and for which receipts are issued and certificates of title covering any portion of the Collateral for which certificates of title have been issued; (iv) when an Event of Default has occurred and is continuing, transferring its Inventory to warehouses, pipelines, storage facilities or other locations designated by the Agent; (v) upon the Agent’s written request made after the occurrence and during the continuance of an Event of Default, placing notations on the BorrowerGrantor’s books of account to disclose the Agent’s security interest; (vi) obtaining control agreements from securities intermediaries with respect to financial assets in the possession of securities intermediaries that have a value of greater than $1,000,000 or where such financial assets are to be included in the Borrowing Base (vii) assigning and delivering to the Agent, upon the request of the Agent made after the occurrence and during the continuance of an Event of Default, means all supporting obligations including letters of credit and guarantees issued in support of any Accounts that are Collateral, including letters of credit on which the Grantor is named beneficiary with the written consent of the issuer thereof and (ivviii) taking such other steps as are deemed necessary or desirable by the Agent to maintain and protect the Agent’s LiensLiens on the Collateral. To the extent permitted by applicable law, the Agent may (and the Grantor hereby authorizes the Agent to) file, without the BorrowerGrantor’s signature, one or more financing statements disclosing continuation statements or other documents and amendments thereto for the purpose of perfecting, confirming, continuing, enforcing or protecting the Agent’s LiensLiens on the Collateral. The Borrower Grantor hereby authorizes the Agent to file financing or continuation statements, and amendments thereto, in any jurisdictions and with any filing offices as the Agent may determine (and signed only by the Agent (if necessary)), in its sole reasonable discretion, are necessary or advisable to perfect the security interest granted to the Agent herein. Such financing statements may describe the Collateral in the same manner as described herein or may contain an indication or description of collateral that describes such property in any other manner as the Agent may determine, in its sole discretion, is necessary, advisable or prudent to ensure the perfection of the security interest in the Collateral granted to the Agent herein. The Grantor agrees that a carbon, photographic, photostatic, photostatic or other reproduction of this Security Agreement or of a financing statement is sufficient as a financing statement. (b) If any Collateral is at any time in the possession or control of any warehouseman, bailee or any of the Borrower’s agents or processors, then the Borrower shall notify the Agent thereof and shall, at the request of Agent, notify such Person of the Agent’s security interest in such Collateral and instruct such Person to hold all such Collateral for the Agent’s account subject to the Agent’s instructions. If at any time any Collateral is located in any operating facility of the Borrower not owned by the Borrower, then the Borrower shall, at the request of the Agent, obtain written landlord lien waivers or subordinations, in form and substance reasonably satisfactory to the Agent, of all present and future Liens to which the owner or lessor of such premises may be entitled to assert against the Collateral. (c) From time to time, the Borrower Grantor shall, upon the written request of the Agent’s request, execute and deliver confirmatory written instruments Instruments pledging to the Agent, for the ratable benefit of the Agent and the LendersSecured Parties, the Collateral with respect to in which the BorrowerGrantor has an interest, but the BorrowerGrantor’s failure to do so shall not affect or limit any security interest or any other rights of the Agent or any Lender Secured Party in and to the Collateral with respect to the BorrowerGrantor. So long as this the Credit Agreement is in effect and until all Grantor Obligations have been fully satisfiedsatisfied (other than indemnification and contingent obligations not then due), the Agent’s Liens shall continue in full force and effect in all Collateral (whether or not deemed eligible for the purpose of calculating the Availability of a Borrower or as the basis for any advance, loan, extension of credit, credit or other financial accommodation), except as any such Collateral may be released from the Liens created hereby in accordance with the terms hereof or the Credit Agreement. (d) Except with respect to Collateral delivered to the Agent pursuant to this Section 6.2, the Borrower shall immediately following the execution or receipt of a Contract, stamp on the Contract the following words: “This document is subject to a security interest in favor of Bank of America, N.A., as agent”.

Perfection and Protection of Security Interest. (a) The Borrower Each Grantor shall, at its expense, perform all steps necessary or otherwise reasonably requested by the Collateral Agent (at the direction of the Majority Holders) at any time to perfect, maintain, protect, protect and enforce the Collateral Agent’s Liens, including: (i) executing, delivering and/or recording of filing financing statements or continuation statements, and amendments thereof, statements in form and substance reasonably satisfactory to the Agentrespective Filing Office; (ii) to the extent constituting Collateral, delivering to the Collateral Agent the originals of all instruments, documents, documents and chattel paperChattel Paper (in each case in excess of $250,000), and all other Collateral of which the Collateral Agent determines is required to have or of which it should reasonably requests to have physical possession in order to perfect and protect the Collateral Agent’s security interest therein, duly pledged, endorsed or assigned to the Collateral Agent without restrictionas provided herein; (iii) placing notations on delivering to the Borrower’s books Collateral Agent a duly executed amendment to this Agreement, in the form of account Exhibit B (each, an “Amendment”), pursuant to disclose which such Grantor will pledge any additional Collateral that constitutes Commercial Tort Claims; (iv) upon the occurrence and during the continuation of an Event of Default, delivering to the Collateral Agent (A) warehouse receipts covering any portion of the Collateral located in warehouses and for which warehouse receipts are issued, and (B) if requested by the Collateral Agent, certificates of title reflecting the Collateral Agent’s security interestLiens covering any portion of the Collateral for which certificates of title have been issued; (v) when an Event of Default exists, transferring Inventory to warehouses or other locations designated by the Collateral Agent; (vi) upon the occurrence and during the continuance of an Event of Default, delivering to the Collateral Agent all letters of credit constituting Collateral on which such Grantor is named beneficiary; and (ivvii) taking such other steps as are reasonably deemed necessary or desirable by the Collateral Agent (acting at the direction of the Majority Holders) to maintain maintain, protect and protect enforce the Collateral Agent’s Liens. To the extent permitted by applicable lawany Requirement of Law, the Collateral Agent may file, without the Borrowerany Grantor’s signature, one or more financing statements disclosing the Collateral Agent’s Liens. The Borrower Each Grantor hereby authorizes the Collateral Agent to attach each Amendment to this Agreement and agrees that a carbon, photographic, photostatic, or other reproduction all additional collateral set forth in such Amendments shall be considered to be part of this Agreement or of a financing statement is sufficient as a financing statementthe Collateral. (b) If any Collateral is at any time in the possession or control of any warehouseman, bailee or any of the Borrower’s agents or processors, then the Borrower shall notify the Agent thereof and shall, at the request of Agent, notify such Person of the Agent’s security interest in such Collateral and instruct such Person to hold all such Collateral for the Agent’s account subject to the Agent’s instructions. If at any time any Collateral with a Fair Market Value in excess of $500,000 is located in at any operating facility of the Borrower a Grantor that is not owned by the Borrowersuch Grantor, then the Borrower such Grantor shall, at the request of the Agentupon request, use commercially reasonable efforts to obtain written landlord lien waivers or subordinations, in form and substance reasonably satisfactory to the Collateral Agent, of all present and future Liens to which the owner or lessor of such premises may be entitled to assert against the such Collateral. (c) From time to time, the Borrower each Grantor shall, upon the Collateral Agent’s request, execute and deliver confirmatory written instruments pledging to the Collateral Agent, for the ratable benefit of the Agent and the LendersSecured Parties, the Collateral with respect to the Borrowersuch Grantor, but the Borrower’s failure to do so shall not affect or limit any security interest or any other rights of the Agent or any Lender Secured Parties in and to the Collateral with respect to the Borrower. So long as this Agreement is in effect and until all Obligations have been fully satisfied, the Agent’s Liens shall continue in full force and effect in all Collateral (whether or not deemed eligible for the purpose of calculating the Availability or as the basis for any advance, loan, extension of credit, or other financial accommodation)such Grantor. (d) Except To the extent any Grantor is the owner of any Investment Property that is Collateral (each such Person that issues any such Investment Property being referred to herein as an “Investment Property Issuer”) (x) with a Fair Market Value in excess of $500,000 or (y) constituting Equity Interests, each Grantor that is the owner of any such Investment Property agrees that it shall use its commercially reasonable efforts to cause the Investment Property Issuer thereof to agree as follows with respect to Collateral such Investment Property: (i) all such Investment Property issued by such Investment Property Issuer, all warrants and all non-cash dividends and other non-cash distributions in respect thereof at any time registered in the name of, or otherwise deliverable to, any Grantor shall be delivered directly to the Collateral Agent pursuant for the account of such Grantor; (ii) during the existence of any Event of Default, upon notice by the Collateral Agent, all cash dividends, cash distributions and other cash or cash equivalents in respect of such Investment Property at any time payable or deliverable to this any Grantor shall be delivered directly to the Collateral Agent, for the account of the Secured Parties, at the Collateral Agent’s address for notices set forth in Section 6.28.1; and (iii) with respect to any of such Investment Property at any time constituting an uncertificated security as defined by the UCC, such Investment Property Issuer will comply with instructions originated by the Borrower shall immediately following Collateral Agent without further consent by the execution or receipt of a Contract, stamp on the Contract the following words: “This document is subject to a security interest in favor of Bank of America, N.A., as agent”registered owner thereof.

Perfection and Protection of Security Interest. (a) The Each Borrower shall, at its expense, perform all steps reasonably requested by the Collateral Agent at any time to perfect, maintain, protect, and enforce the Collateral Agent’s 's Liens, including, without limitation: (ia) executing, delivering and/or executing and recording of the Mortgages and executing and filing financing or continuation statements, and amendments thereof, in form and substance reasonably satisfactory to the Collateral Agent; (iib) delivering to the Collateral Agent the originals of all instruments, documents, and chattel paper, and all other Collateral of which the Collateral Agent determines it should have physical possession in order to perfect and protect the Collateral Agent’s 's security interest therein, duly pledged, endorsed or assigned to the Collateral Agent without restriction; (iiic) delivering to the Collateral Agent warehouse receipts covering any portion of the Collateral located in warehouses and for which warehouse receipts are issued; (d) transferring Inventory to warehouses reasonably designated by the Collateral Agent; (e) placing notations on the such Borrower’s 's books of account to disclose the Collateral Agent’s 's security interest; (f) delivering to the Collateral Agent all letters of credit on which such Borrower is named beneficiary; and (ivg) taking such other steps as are reasonably deemed necessary or desirable by the Collateral Agent to maintain and protect the Collateral Agent’s 's Liens. To the extent permitted by applicable law, the Collateral Agent may file, without the applicable Borrower’s 's signature, one or more financing statements disclosing the Collateral Agent’s 's Liens, including, without limitation, by electronic means with or without a signature as permitted or required by applicable law or filing procedures. The Each Borrower agrees that a carbon, photographic, photostatic, or other reproduction of this Agreement or of a financing statement is sufficient as a financing statement. (b) . If any Collateral is at any time in the possession or control of any warehouseman, bailee or any of the a Borrower’s 's agents or processors, then the such Borrower shall notify the Collateral Agent thereof and shall, at the request of Agent, shall notify such Person of the Collateral Agent’s 's security interest in such Collateral and and, upon the Collateral Agent's request, instruct such Person to hold all such Collateral for the Collateral Agent’s 's account subject to the Collateral Agent’s 's instructions. If at any time any Collateral is located in on any operating facility of the Borrower premises that are not owned by the a Borrower, then the such Borrower shall, at the request of the Agent, shall obtain written landlord lien waivers or subordinationswaivers, in form and substance reasonably satisfactory to the Collateral Agent, of all present and future Liens to which the owner or lessor or any mortgagee of such premises may be entitled to assert against the Collateral. (c) . From time to time, the each Borrower shall, upon the Collateral Agent’s 's reasonable request, execute and deliver confirmatory written instruments pledging to the Collateral Agent, for the ratable benefit of the Agent Collateral Agent, the Agents and the Lenders, the Collateral with respect to the BorrowerCollateral, but the a Borrower’s 's failure to do so shall not affect or limit any the Collateral Agent's security interest or any the Collateral Agent's other rights of the Agent or any Lender in and to the Collateral with respect to the BorrowerCollateral. So long as this Agreement is in effect and until all Obligations have been fully satisfied, the Collateral Agent’s 's Liens shall continue in full force and effect in all Collateral (whether or not deemed eligible for the purpose of calculating the Availability Maximum Revolver Amount or as the basis for any advance, loan, extension of credit, or other financial accommodation). (d) Except with respect to Collateral delivered to the Agent pursuant to this Section 6.2, the Borrower shall immediately following the execution or receipt of a Contract, stamp on the Contract the following words: “This document is subject to a security interest in favor of Bank of America, N.A., as agent”.

Perfection and Protection of Security Interest. (a) The Borrower Except as explicitly set forth herein or in the Indenture and subject to the limitations set forth in the definition of Collateral and Guarantee Requirement, each Grantor, shall, at its expense, perform all steps requested by the Agent at any time necessary to perfect, maintain, protect, and enforce maintain or protect the Collateral Agent’s LiensLiens in the Collateral, including, without limiting any express threshold requirement set forth in this Section 3(a), below which threshold the action subject thereto shall not be required hereunder: (i) executing, delivering and/or recording of filing financing or continuation statements, and amendments thereof; (ii) executing, delivering and/or filing and recording in all appropriate offices in the United States, the Intellectual Property Security Agreement (or similar document in a form reasonably acceptable to the Issuer and the Collateral Agent, governed by the laws of the United States in which such Grantor is incorporated or organized); (iii) when an Event of Default has occurred and is continuing and to the extent reasonably requested in writing by the Collateral Agent, placing notations on such Grantor’s books of account to disclose the Collateral Agent’s Liens; (iv) with respect to any Deposit Account, Securities Account or Commodity Accounts, the delivery of Control Agreements (to the extent required pursuant to Section 3(e)); (v) [reserved]; (vi) in the case of Chattel Paper with a value in excess of $3,000,000, the execution of a contractual obligation assigning control to the Collateral Agent over such Chattel Paper; (vii) taking such other steps as are reasonably necessary or desirable to maintain and protect the Collateral Agent’s Liens having at least the priority described in Section 4; (viii) if any Pledged Debt (other than any intercompany Indebtedness) for borrowed money in a principal amount in excess of $5,000,000 (individually) is owing to any Grantor and such Pledged Debt is evidenced by a promissory note, deliver such promissory note, together with undated instruments of transfer with respect thereto endorsed in blank, to the Collateral Agent, all in form and substance reasonably satisfactory to the Collateral Agent; , (ix) with respect to intercompany Indebtedness, all Indebtedness of the Issuer and/or its Subsidiaries that is owing to any Grantor (or Person required to become an Grantor) shall be evidenced by a subordinated intercompany note (“Subordinated Intercompany Note”), and, the Collateral Agent shall have received such Subordinated Intercompany Note duly executed by the Issuer, each such Subsidiary and each such other Grantor, together with undated instruments of transfer with respect thereto endorsed in blank, and (x) deliver and pledge to the Collateral Agent for the benefit of the Secured Parties certificates representing Pledged Stock (all of which Capital Stock, other than the Capital Stock issued by Alpine PubCo, is hereby required to be certificated) issued to any Grantor by each Subsidiary of such Grantor and all other Pledged Stock (to the extent such Capital Stock is certificated), together with customary blank stock or unit transfer powers and irrevocable powers duly executed in blank. All Capital Stock issued by a Grantor (other than Holdings) shall, at all times from and after the date of the Closing Date, be certificated (other than the Capital Stock issued by Alpine PubCo) and be accompanied by customary blank stock or unit transfer powers and irrevocable powers duly executed in blank. For the avoidance of doubt, notwithstanding any other provisions set forth herein, (i) the Grantors shall not be required to file or record the Intellectual Property Security Agreement or any other agreement or filing related to the Grantors’ Intellectual Property outside the United States, (ii) delivering the Capital Stock of Holdings shall not be required to be pledged hereunder or under any of the Agent the originals of all instruments, documents, and chattel paper, and all other Collateral of which the Agent determines it should have physical possession in order to perfect and protect the Agent’s security interest therein, duly pledged, endorsed or assigned to the Agent without restriction; (iii) placing notations on the Borrower’s books of account to disclose the Agent’s security interest; and (iv) taking such other steps as are deemed necessary or desirable by the Agent to maintain and protect the Agent’s Liens. To the extent permitted by applicable law, the Agent may file, without the Borrower’s signature, one or more financing statements disclosing the Agent’s Liens. The Borrower agrees that a carbon, photographic, photostatic, or other reproduction of this Agreement or of a financing statement is sufficient as a financing statementNote Documents. (b) If any Unless the Collateral is Agent (with the consent or at the direction of the Holders of a majority in aggregate principal amount of the then outstanding Notes (the “Required Holders”)) shall otherwise consent in writing (which consent may be revoked at any time in the possession or control of any warehousemanand from time to time), bailee or any of the Borrower’s agents or processors, then the Borrower shall notify the Agent thereof and shall, at the request of Agent, notify such Person of the Agent’s security interest in such Collateral and instruct such Person to hold all such Collateral for the Agent’s account subject to the Agent’s instructions. If ABL Intercreditor Agreement, each Grantor shall deliver to the Collateral Agent (or its bailee under the ABL Intercreditor Agreement) all Collateral consisting of Instruments, in each case, with an individual principal amount in excess of $5,000,000, accompanied by duly executed instruments of transfer or assignment and each Grantor shall deliver to the Collateral Agent (or its bailee under the ABL Intercreditor Agreement) all certificated securities constituting Collateral issued to such Grantor by each Subsidiary of such Grantor and all other certificated securities constituting Collateral issued to Grantors (accompanied by stock powers executed in blank), in each case (i) at any time any the Closing Date, or (ii) if acquired after the Closing Date, within thirty (30) days after such Grantor receives the same (or, in the case of sub-clause (ii), such later date as may be agreed to by the Collateral is located in any operating facility Agent (with the consent or at the direction of the Borrower not owned by the Borrower, then the Borrower shall, at the request of the Agent, obtain written landlord lien waivers or subordinations, in form and substance reasonably satisfactory to the Agent, of all present and future Liens to which the owner or lessor of such premises may be entitled to assert against the CollateralRequired Holders)). (c) From Each Grantor hereby undertakes to timely file in any UCC or other applicable filing office all initial financing statements and amendments thereto that (a) indicate the Collateral (i) in the case of a Grantor only, as all assets of such Grantor or words of similar effect, regardless of whether any particular asset comprised in the Collateral falls within the scope of Article 9 of the UCC of the State of New York or such jurisdiction, or (ii) as being of an equal or lesser scope or with greater detail, and (b) contain any other information required by part 5 of Article 9 of the UCC of the State of New York or such jurisdiction for the sufficiency or filing office acceptance of any financing statement or amendment, including where applicable (i) whether such Grantor is an organization or the type of its organization and (ii) in the case of financing statements filed as a fixture filing or indicating Collateral as As-extracted collateral or timber to be cut, a sufficient description of real property to which the Collateral relates, and promptly upon filing of the same, deliver evidence of such filing to the Collateral Agent. To the extent not filed in a timely manner by such Grantor, each Grantor hereby (x) irrevocably authorizes the Collateral Agent or its designee at any time and from time to time, the Borrower shall, upon the Agent’s request, execute time to make all requisite filings pursuant to this clause (c) and deliver confirmatory written instruments pledging (y) agrees to furnish any such information required in connection with such filings to the Agent, for the ratable benefit Collateral Agent promptly upon written request. (d) Each Grantor shall promptly (and in any event within thirty (30) days of the Agent and the Lendersinitiation or acquisition thereof, or such longer period as the Collateral Agent (with the consent or at the direction of the Required Holders) may agree) notify the Collateral Agent of any Commercial Tort Claim (to the extent constituting Collateral) involving a claim for damages in excess of $5,000,000, initiated or acquired by it, and unless otherwise consented by the Collateral Agent (with the consent or at the direction of the Required Holders), such Grantor shall enter into a supplement to this Agreement within such time period, granting to the Collateral Agent a Lien in such Commercial Tort Claim. (e) Each Grantor shall enter into a Control Agreement with respect to each Deposit Account, Securities Account and Commodity Account required to be subject to a Control Agreement under the BorrowerGuarantee and Collateral Requirement. Notwithstanding the foregoing, but the Borrower’s failure to do so shall not affect or limit any security interest or any other rights of the Agent or any Lender in and to the Collateral with respect to the Borrower. So long as this the Indenture or the Guarantee Agreement is in effect and until Full Payment of the Note Obligations, if any Deposit Account, Securities Account and/ or Commodity Account (other than an Excluded Account) shall not or cease to be subject to a Control Agreement, or such Control Agreement shall terminate or otherwise cease to be in force and effect, all Obligations have been fully satisfiedamounts at such time on deposit in or credited to any such account shall be transferred at the instruction of the Collateral Agent (acting at the direction of the Required Holders) into a Deposit Account designated by such Collateral Agent that is subject to a Control Agreement. (f) So long as the Indenture or the Guarantee Agreement is in effect and until Full Payment of the Note Obligations, the Collateral Agent’s Liens shall continue in full force and effect in all the Collateral and each Grantor shall maintain the security interest created by this Agreement as a perfected security interest having at least the priority described in Section 4; provided that, the Collateral Agent agrees to release its Lien in any Collateral that is sold or disposed of by a Grantor (whether or to a Person that is not deemed eligible for a Grantor) as permitted pursuant to the purpose Indenture subject to the satisfaction of calculating any conditions to release (if any) set forth in the Availability or as Indenture, including the basis for continuance of the Collateral Agent’s Lien in any advance, loan, extension proceeds of credit, or other financial accommodation)such released Collateral. (dg) Except At least ten (10) days (or such shorter period as the Required Holders may agree in their sole discretion) prior to such change, each applicable Grantor shall promptly provide written notice to the Collateral Agent of any reincorporation or reorganization under the laws of any jurisdiction or any change of its legal name, location of its chief executive office or principal place of business, its type of entity or jurisdiction of organization. At least ten (10) days (or such shorter period as the Required Holders may agree in their sole discretion) prior to such change, each applicable Grantor shall, (i) execute and deliver to the Collateral Agent all documents, agreements and instruments reasonably requested in writing by the Collateral Agent in order to maintain the validity, perfection, enforceability and priority of the Collateral Agent’s Lien in all of such Grantor’s Collateral, and (ii) authorize (and does hereby authorize) the Collateral Agent to (x) file all such UCC financing statements and, in the case of a Grantor, notices or other appropriate documents or instruments with the United States Patent and Trademark Office (the “USPTO”) or the United States Copyright Office (the “USCO”) with respect to Collateral delivered the applicable Intellectual Property, as applicable (to the extent constituting Collateral), and (y) make such other filings or recordings as are necessary to maintain the validity, perfection, enforceability and priority of the Collateral Agent’s Lien in all such Grantor’s Collateral. (h) Subject to Section 3(c), Each Grantor acknowledges that it is not authorized to file any financing statement or amendment or termination statement with respect to any financing statement filed by the Collateral Agent pursuant without the prior written consent of the Collateral Agent and agrees that it will not do so without the prior written consent of the Collateral Agent, subject to this such Grantor’s rights under Section 6.2, 9-509(d)(2) of the Borrower shall immediately following UCC. (i) Except to the execution or receipt extent constituting a Supporting Obligation for other Collateral as to which perfection is accomplished by the filing of a ContractUCC financing statement, stamp on the Contract the following words: “This document is subject no Grantor shall be required to a security interest take any other action to perfect any Lien granted hereunder in favor of Bank the Collateral Agent in any Letter of AmericaCredit Right. (j) Each Grantor agrees that it will (i) cause each issuer of the Pledged Stock pledged by such Grantor not to issue any Capital Stock in substitution for or in addition to the Pledged Stock issued by such issuer, N.A.except to such Grantor other than as not prohibited by the Indenture, and (ii) pledge hereunder, upon its issuance or acquisition thereof, any and all additional Capital Stock required to be pledged pursuant to the Indenture and deliver to the Collateral Agent (or its bailee under the ABL Intercreditor Agreement) for the benefit of the Secured Parties promptly (and in any event within thirty (30) days of their issuance or acquisition, or such longer period as agent”the Collateral Agent (with the consent or at the direction of the Required Holders) may agree) certificates or instruments representing such additional Capital Stock issued to any Grantor by a Subsidiary of such Grantor constituting Collateral and all other certificated securities constituting Collateral issued to Grantors, accompanied by undated stock or bond powers executed in blank. (k) Each Grantor shall (i) not use or permit any Collateral to be used unlawfully or in violation of any provision of any Note Document, any agreements related thereto, any Requirement of Law or any policy of insurance covering the Collateral, in each case, if such use would reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect, and (ii) not enter into any contractual obligation or undertaking restricting the right or ability of such Grantor or the Collateral Agent to sell, assign, convey or transfer any Collateral if such restriction would reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect. (l) Each Grantor shall take any and all actions required by the Collateral and Guarantee Requirement to perfect the Collateral Agent’s Lien in the Vehicles owned by such Grantor.

Perfection and Protection of Security Interest. (a) The Borrower Except as explicitly set forth herein or in the Indenture and subject to any Applicable Intercreditor Agreement, each Grantor shall, at its expense, perform all steps reasonably requested in writing by the Notes Collateral Agent at any time to perfect, maintain, protect, and enforce maintain or protect the Notes Collateral Agent’s Liens, including: including (subject in each case to any Applicable Intercreditor Agreement): (i) executingexecuting filings pursuant to the UCC in the office of the secretary of state (or similar central filing office) of the relevant state(s); (ii) executing and delivering customary filings in (A) the USPTO with respect to any Collateral constituting U.S. issued patents and registered trademarks and any applications therefor and (B) the United States Copyright Office of the Library of Congress (the “USCO”) with respect to copyright registrations; (iii) causing certificates of title to be issued for all Titled Goods, delivering and/or recording the Notes Collateral Agent’s Lien to be noted thereon in each case in accordance with the provisions of filing financing the Indenture and the other Indenture Documents to which such Grantor is a party; (iv) subject to any Applicable Intercreditor Agreement, when an Event of Default pursuant to Sections 5.01(1), (2), (7), (8) and (9) of the Indenture has occurred and is continuing, at the reasonable request of the Notes Collateral Agent, transferring Inventory to warehouses or continuation statementsother locations designated by the Notes Collateral Agent; (v) when an Event of Default has occurred and is continuing, placing notations on such Grantor’s books of account to disclose the Notes Collateral Agent’s Liens; (vi) taking such other steps reasonably requested by the Notes Collateral Agent to maintain and amendments thereofprotect the Notes Collateral Agent’s Liens in the Collateral; and (vii) in the case of the Security Collateral, (A) if any Pledged Debt shall be evidenced by a promissory note or other instrument with an individual amount in excess of $50,000,000 (or such other amount as may be specified in the Credit Documents with respect to the ABL Obligations (as defined in any Applicable Intercreditor Agreement) (the “ABL Documents”)) from time to time), deliver and pledge to the Applicable Collateral Agent (as defined in any Applicable Intercreditor Agreement (the “Applicable Agent”)) such note or instrument duly indorsed and accompanied by duly executed instruments of transfer or assignment, all in form and substance reasonably satisfactory to the Agent; Notes Collateral Agent (ii) delivering provided that such documents shall be deemed to the Agent the originals of all instruments, documents, and chattel paper, and all other Collateral of which the Agent determines it should have physical possession in order to perfect and protect the Agent’s security interest therein, duly pledged, endorsed or assigned to the Agent without restriction; (iii) placing notations on the Borrower’s books of account to disclose the Agent’s security interest; and (iv) taking such other steps as are deemed necessary or desirable by the Agent to maintain and protect the Agent’s Liens. To the extent permitted by applicable law, the Agent may file, without the Borrower’s signature, one or more financing statements disclosing the Agent’s Liens. The Borrower agrees that a carbon, photographic, photostatic, or other reproduction of this Agreement or of a financing statement is sufficient as a financing statement. (b) If any Collateral is at any time in the possession or control of any warehouseman, bailee or any of the Borrower’s agents or processors, then the Borrower shall notify the Agent thereof and shall, at the request of Agent, notify such Person of the Agent’s security interest in such Collateral and instruct such Person to hold all such Collateral for the Agent’s account subject to the Agent’s instructions. If at any time any Collateral is located in any operating facility of the Borrower not owned by the Borrower, then the Borrower shall, at the request of the Agent, obtain written landlord lien waivers or subordinations, be in form and substance reasonably satisfactory to the Notes Collateral Agent if such documents are in form and substance reasonably satisfactory to the Applicable Agent) and (B) deliver and pledge to the Applicable Agent (in the case of the Notes Collateral Agent for the benefit of the Notes Secured Parties), certificates representing Pledged Equity that constitutes certificated securities, accompanied by undated stock powers executed in blank; provided that notwithstanding any other provision of this Agreement, none of the Grantors will be required to (I) take any action in any jurisdiction other than the United States of America (including any state thereof), or required by the laws of any such non-U.S. jurisdiction, or enter into any security agreement or pledge agreement governed by the laws of any such non-U.S. jurisdiction, in order to either create any security interests (or other Liens) in assets located or titled outside of the United States of America (including any state thereof) or to perfect any security interests (or other Liens) in any non-U.S. Collateral, (II) deliver landlord lien waivers, estoppels or collateral access letters, (III) file any fixture filing with respect to any security interest in fixtures affixed to or attached to any real property or (IV) take any action to perfect any Liens in any intellectual property created, registered or applied-for in any jurisdiction other than the United States of America; provided, further, that for so long as the Notes Collateral Agent is not the Applicable Agent, of all present the Grantors shall only be required to take the actions enumerated in clauses (i), (ii), (iii), and future Liens (v) above, and shall only be required to take actions referred to in clause (vi) if they have been reasonably requested by the Applicable Agent pursuant to the ABL Documents. (b) Subject to any Applicable Intercreditor Agreement, unless the Notes Collateral Agent (or the Applicable Agent) shall otherwise consent in writing (which the owner or lessor of such premises consent may be entitled revoked at any time and from time to assert against time), each Grantor shall deliver to the CollateralApplicable Agent all the Collateral consisting of negotiable Documents, Chattel Paper and Instruments (other than checks received and processed in the ordinary course), in each case, with an individual value in excess of $50,000,000 (or such other amount as may be specified in the ABL Documents from time to time), promptly after such Grantor receives the same, but if any Event of Default has occurred and is continuing, each Grantor agrees to deliver to the Applicable Agent all such Collateral (regardless of value) upon the Applicable Agent’s request. (c) From Upon obtaining an interest therein (subject to the time period specified in Section 7.17(a) of the ABL Credit Agreement or any comparable provision of any other First Lien Document with respect to entry into control or blocked account agreements, as such time period may be extended pursuant to the applicable First Lien Documents), unless waived by the Notes Collateral Agent (or the Applicable Agent) in writing (which waiver may be revoked at any time and from time to time), each Grantor, subject to any Applicable Intercreditor Agreement, and only to the extent control or blocked account agreements are required to be obtained pursuant to the terms of the ABL Credit Agreement or such other First Lien Document, as applicable, shall obtain such control or blocked account agreements in form and substance reasonably satisfactory to the Notes Collateral Agent (provided that such control or blocked account agreements shall be deemed to be in form and substance reasonably satisfactory to the Notes Collateral Agent if such control or blocked account agreements are (x) substantially consistent with any control or blocked account agreements in effect as of the date of this Agreement, or (y) in form and substance reasonably satisfactory to the Applicable Agent), executed and delivered by (i) each securities intermediary and commodities intermediary issuing or holding any financial assets or commodities to or for such Grantor, except for securities and commodities accounts of the Grantors that are not Material Accounts, and (ii) each depository bank at which such Grantor maintains a Material Account; provided, that the Company shall have sixty (60) days after the date of this Agreement to add the Notes Collateral Agent as a party to any existing control or blocked account agreements. If control or blocked account agreements are no longer required to be obtained pursuant to the terms of the ABL Credit Agreement, or the other First Lien Documents, as applicable, the Borrower shall, upon Grantors shall have no obligation to maintain such agreements pursuant to this Agreement and the Agent’s request, execute Notes Collateral Agent shall sign and deliver confirmatory written instruments pledging to each Grantor all terminations or other documents reasonably necessary or desirable to reflect the termination of all then existing control or blocked account agreements. (d) If any Grantor is or becomes the beneficiary of a letter of credit with an individual face amount in excess of $50,000,000 (or such other amount as may be specified in the ABL Documents from time to time), other than a letter of credit not constituting Supporting Obligations in respect of any Collateral pursuant to which such Grantor is required by applicable law or contract to apply the proceeds of a drawing of such letter of credit for a specified purpose (other than a payment to a Grantor), such Grantor shall promptly notify the Notes Collateral Agent thereof and, subject to any Applicable Intercreditor Agreement unless otherwise consented by the Notes Collateral Agent (or the Applicable Agent), for use its commercially reasonable efforts to enter into a tri-party agreement with the ratable benefit of the Notes Collateral Agent and the Lenders, the Collateral issuer and/or confirming bank with respect to Letter-of-Credit Rights, whereby such Grantor assigns such Letter-of-Credit Rights to the BorrowerNotes Collateral Agent and directs all payments thereunder to the Payment Account, but all in form and substance reasonably satisfactory to the Borrower’s failure Notes Collateral Agent (provided that such agreement shall be deemed to do so be in form and substance reasonably satisfactory to the Notes Collateral Agent if such agreement is in form and substance reasonably satisfactory to the Applicable Agent). (e) Subject to any Applicable Intercreditor Agreement, each Grantor shall not affect take all commercially reasonable steps necessary to grant the Applicable Agent control of all electronic chattel paper in accordance with the UCC or limit other applicable law and all “transferable records” as defined in the Uniform Electronic Transactions Act. (f) Each Grantor hereby irrevocably authorizes the Notes Collateral Agent at any security interest time and from time to time to file any UCC financing statements or amendments thereto in the applicable office of the secretary of state (or similar central filing office) in the United States that (a) indicate the Collateral (i) as all assets of such Grantor or words of similar effect, regardless of whether any particular asset comprised in the Collateral falls within the scope of Article 9 of the UCC of the State of New York or such jurisdiction, or (ii) as being of an equal or lesser scope or with greater detail, and (b) contain any other rights information required by part 5 of Article 9 of the Agent UCC of the State of New York or such jurisdiction for the sufficiency or filing office acceptance of any Lender in UCC financing statement or amendment, including where applicable whether such Grantor is an organization, the type of organization and any organization identification number issued to such Grantor. Each Grantor agrees to furnish any such information to the Notes Collateral with respect Agent promptly upon request. Each Grantor also ratifies its authorization for the Notes Collateral Agent to have filed in the applicable office of the secretary of state (or similar central filing office) in the United States any like UCC financing statements or amendments thereto if filed prior to the Borrower. So long date hereof. (g) Each Grantor shall promptly notify the Notes Collateral Agent of any commercial tort claim (as defined in the UCC) with a value estimated in good faith by the Company to be in excess of $50,000,000 (or such other amount as may be specified in the ABL Documents from time to time), initiated or acquired by it and unless otherwise consented by the Notes Collateral Agent (or the Applicable Agent), such Grantor shall enter into a supplement to this Agreement is Agreement, granting to the Notes Collateral Agent a Lien in effect and until all Obligations have been fully satisfiedsuch commercial tort claim. (h) Until Discharge of the Indenture Obligations, the Notes Collateral Agent’s Liens shall continue in full force and effect in all the Collateral, provided that, subject to any Applicable Intercreditor Agreement, the Notes Collateral Agent agrees to release its Lien in any Collateral that is sold or disposed of by a Grantor as permitted pursuant to the Indenture subject to the satisfaction of any conditions to release (whether or not deemed eligible for if any) set forth in the purpose Indenture, including the continuance of calculating the Availability or as the basis for Notes Collateral Agent’s Lien in any advance, loan, extension proceeds of credit, or other financial accommodation)such released Collateral. (di) Except with respect to Collateral delivered Each Grantor will give prompt written notice to the Notes Collateral Agent pursuant of any change in its name, legal form or jurisdiction of organization (whether by merger or otherwise) (and in any event, within 30 days (or such longer period as may be permitted under the ABL Documents from time to this Section 6.2time) of such change); provided that, promptly after receiving a written request therefor from the Borrower Notes Collateral Agent, such Grantor shall immediately following deliver to the execution Notes Collateral Agent all additional financing statements and other documents reasonably necessary or desirable to maintain the validity, perfection and priority of the security interests created hereunder and other documents reasonably requested by the Notes Collateral Agent to maintain the validity, perfection and priority of the security interests as and to the extent provided for herein and upon receipt of a Contract, stamp on such additional financing statements the Contract Notes Collateral Agent shall either promptly file such additional financing statements or approve the following words: “This document is subject filing of such additional financing statements by such Grantor. Upon any such approval such Grantor shall proceed with the filing of the additional financing statements and deliver copies (or other evidence of filing) of the additional filed financing statements to the Notes Collateral Agent. (j) No Grantor shall enter into any contract or agreement that restricts or prohibits the grant of a security interest in favor Accounts, Chattel Paper, Leases, Instruments or Payment Intangibles or the proceeds of Bank the foregoing to the Notes Collateral Agent, except for any agreement permitted pursuant to Section 8.8 of Americathe ABL Credit Agreement. (k) Each Grantor acknowledges that it is not authorized to file any financing statement or amendment or termination statement with respect to any financing statement filed by the Notes Collateral Agent without the prior written consent of the Notes Collateral Agent and agrees that it will not do so without the prior written consent of the Notes Collateral Agent, N.A.subject to such Grantor’s rights under Section 9-509(d)(2) of the UCC and to Section 23(f) hereof. (l) Subject to any Applicable Intercreditor Agreement, with respect to any Security Collateral in which any Grantor has any right, title or interest and that constitutes an uncertificated security, such Grantor shall, upon the written request of the Applicable Agent, to the extent the issuer thereof is a controlled Affiliate of the Grantor, or otherwise use its commercially reasonable efforts to, cause the issuer thereof either (i) to register the Applicable Agent as agent”the registered owner of such security or (ii) to agree in an authenticated record with such Grantor and the Applicable Agent that such issuer will comply with instructions with respect to such security originated by the Applicable Agent in accordance with this Agreement and the Indenture without further consent of such Grantor. (m) Each Grantor agrees that it will pledge hereunder, promptly following its acquisition thereof, any and all additional Security Collateral (subject to any limitations contained herein with respect thereto) and deliver to the Applicable Agent for the benefit of the Notes Secured Parties, certificates or instruments representing any such Security Collateral that constitutes certificated securities, accompanied by undated stock or bond powers executed in blank.