REVOLVING SECURITY AGREEMENT

Exhibit 10.5

EXECUTION COPY

REVOLVING SECURITY AGREEMENT

REVOLVING SECURITY AGREEMENT , dated as of February 13, 2008 (this “ Agreement ”), among CHILL INTERMEDIATE HOLDINGS, INC. , a Delaware corporation (“ Holdings ”), CHILL ACQUISITION, INC. , a Delaware corporation (which on the Closing Date shall be merged with and into GOODMAN GLOBAL, INC. , a Delaware corporation (the “ Company ”), with the Company surviving such merger as the borrower, the “ Borrower ”), each of the subsidiaries of the Borrower listed on Annex A hereto (each such subsidiary, individually, a “ Subsidiary Grantor ” and, collectively, the “ Subsidiary Grantors ”; and, together with Holdings and the Borrower, collectively, the “ Grantors ”), and GENERAL ELECTRIC CAPITAL CORPORATION , as collateral agent for the Secured Parties (in such capacity, together with its successors in such capacity, the “ Collateral Agent ”).

WITNESSETH :

WHEREAS , (1) Holdings and the Borrower have entered into a Revolving Credit Agreement, dated as of February 13, 2008 (the “ Revolving Credit Agreement ”), with the lending institutions from time to time party thereto (the “ Lenders ”), BARCLAYS CAPITAL , the investment banking division of BARCLAYS BANK PLC , and GENERAL ELECTRIC CAPITAL CORPORATION , as Joint Lead Arrangers, BARCLAYS CAPITAL , the investment banking division of BARCLAYS BANK PLC , CALYON NEW YORK BRANCH and GENERAL ELECTRIC CAPITAL CORPORATION , as Joint Bookrunners, and GENERAL ELECTRIC CAPITAL CORPORATION , as Administrative Agent, Collateral Agent, Swingline Lender and Letter of Credit Issuer, pursuant to which the Lenders have severally agreed to make loans to the Borrower and the Letter of Credit Issuers have agreed to issue letters of credit for the account of the Borrower upon the terms and subject to the conditions set forth therein and (2) one or more Cash Management Banks may from time to time provide Cash Management Services pursuant to Secured Cash Management Agreements to any Credit Party or any Restricted Subsidiary (clauses (1) and (2), collectively, the “ Extensions of Credit ”);

WHEREAS , pursuant to the Revolving Guarantee, dated as of February 13, 2008 (the “ Revolving Guarantee ”), Holdings and each of the Subsidiary Grantors have agreed to guarantee to the Collateral Agent, for the ratable benefit of the Secured Parties, the prompt and complete payment and performance when due (whether at the stated maturity, by acceleration or otherwise) of the Obligations;

WHEREAS , the proceeds of the Extensions of Credit will be used in part to enable the Borrower to make valuable transfers to Holdings and the Subsidiary Grantors in connection with the operation of their respective businesses;

WHEREAS , it is a condition precedent to the obligations of the Lenders and the Letter of Credit Issuers to make their respective Extensions of Credit to the Borrower under the Revolving Credit Agreement that the Grantors shall have executed and delivered this Agreement to the Collateral Agent, for the ratable benefit of the Secured Parties; and

WHEREAS , the Grantors acknowledge that they will derive substantial direct and indirect benefit from the Extensions of Credit and have agreed to secure their obligations with respect thereto pursuant to this Agreement, on a first priority basis (subject to Permitted Liens and the terms of the Intercreditor Agreement).

NOW, THEREFORE , in consideration of the premises and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, and to induce the Agents, the Lenders and the Letter of Credit Issuers to enter into the Revolving Credit Agreement and to induce the Lenders and the Letter of Credit Issuers to make their respective Extensions of Credit to the Borrower under the Revolving Credit Agreement and to induce one or more Cash Management Banks to provide Cash Management Services pursuant to Secured Cash Management Agreements to any Credit Party or any Restricted Subsidiary, the Grantors hereby agree with the Collateral Agent, for the ratable benefit of the Secured Parties, as follows:

1. Defined Terms .

(a)(i) Unless otherwise defined herein, terms defined in the Revolving Credit Agreement and used herein (including terms used in the preamble and the recitals) shall have the meanings given to them in the Revolving Credit Agreement and (ii) all terms defined in the Uniform Commercial Code from time to time in effect in the State of New York (the “ NY UCC ”) and not defined herein or in the Revolving Credit Agreement shall have the meanings specified therein (and if defined in more than one article of the NY UCC, shall have the meaning specified in Article 9 thereof).

(b) The rules of construction and other interpretive provisions specified in Sections 1.2, 1.5, 1.6 and 1.7 of the Revolving Credit Agreement shall apply to this Agreement, including terms defined in the preamble and recitals hereto.

(c) The following terms shall have the following meanings:

“ After-Acquired Intellectual Property Collateral ” shall have the meaning assigned to such term in Section 4.1(c).

“ Agreement ” shall have the meaning assigned to such term in the preamble hereto.

“ Borrower ” shall have the meaning assigned to such term in the preamble hereto.

“ Chattel Paper ” shall mean all “chattel paper” as such term is defined in Article 9 of the NY UCC.

“ Collateral ” shall have the meaning assigned to such term in Section 2.

“ Collateral Account ” shall mean any collateral account established by the Collateral Agent as provided in Section 5.1.

“ Collateral Agent ” shall have the meaning assigned to such term in the preamble hereto.

“ Commercial Tort Claims ” shall mean all “commercial tort claims,” as such term is defined in Article 9 of the NY UCC.

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“ Copyrights ” shall mean all (a) copyright rights in any work subject to the copyright laws of the United States, or of any other country or any group of countries, whether registered or unregistered and whether published or unpublished, including copyrights in computer software and the content thereof, and internet web sites, (b) registrations, recordings and applications for registration of any such copyright in the United States or any other country, including registrations, recordings, supplemental registrations and pending applications for registration in the United States Copyright Office, and (c) rights to obtain all renewals thereof.

“ Deposit Accounts ” shall mean all “deposit accounts,” as such term is defined in Article 9 of the NY UCC.

“ Deposit Account Control Agreement ” shall mean an agreement among the Collateral Agent, any Grantor and the relevant depository bank, in form and substance reasonably satisfactory to the Collateral Agent, granting control of such Grantor’s Deposit Accounts maintained at such depository bank in accordance with Section 9-104 of the Uniform Commercial Code in effect in the jurisdiction of such depository bank.

“ Documents ” shall mean all “documents,” as such term is defined in Article 9 of the NY UCC.

“ Equipment ” shall mean all “equipment,” as such term is defined in Article 9 of the NY UCC, now or hereafter owned by any Grantor or to which any Grantor has rights and, in any event, shall include all machinery, equipment, furnishings, movable trade fixtures and vehicles now or hereafter owned by any Grantor or to which any Grantor has rights and any and all additions, substitutions and replacements of any of the foregoing, wherever located, together with all attachments, components, parts, equipment and accessories installed thereon or affixed thereto.

“ Excluded Property ” shall mean (a) any Subject Property (as defined in Section 2(a)(A)), (b) any property included in the definition of “Collateral” in the Revolving Pledge Agreement, (c) any Excluded Capital Stock, (d) any property that is subject to a Lien permitted pursuant to Section 10.2(c) of the Revolving Credit Agreement if the contract or other agreement in which such Lien is granted (or the documentation providing for such Indebtedness) validly prohibits the creation of any other Lien on such property; provided that such property shall be Excluded Property only to the extent and for so long as such prohibition is in effect, (e) any Vehicles and other assets subject to certificates of title the perfection of a security interest in which is excluded from the Uniform Commercial Code in the relevant jurisdiction, (f) any property with respect to which the Collateral Agent and the Borrower reasonably agree that the costs or other consequences (including adverse tax consequences as reasonably determined by the Borrower) of granting or perfecting a security interest in is excessive in view of the benefits to be obtained by the Secured Parties, and (g) United States intent-to-use trademark applications to the extent that, and solely during the period in which, the grant of a security interest therein would impair the validity or enforceability of such intent-to-use trademark applications under applicable United States federal law.

“ Exclusive IP Agreements ” shall have the meaning assigned to such term in Section 3.2(a).

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“ Extensions of Credit ” shall have the meaning assigned to such term in the recitals hereto.

“ Fixtures ” shall mean all “fixtures,” as such term is defined in Article 9 of the NY UCC.

“ General Intangibles ” shall mean all “general intangibles” as such term is defined in Article 9 of the NY UCC and, in any event, including with respect to any Grantor, all contracts, agreements, instruments and indentures in any form, and portions thereof, to which such Grantor is a party or under which such Grantor has any right, title or interest or to which such Grantor or any property of such Grantor is subject, as the same may from time to time be amended, supplemented or otherwise modified, including (a) all rights of such Grantor to receive moneys due and to become due to it thereunder or in connection therewith, (b) all rights of such Grantor to receive proceeds of any insurance, indemnity, warranty or guarantee with respect thereto, (c) all claims of such Grantor for damages arising out of any breach of or default thereunder and (d) all rights of such Grantor to terminate, amend, supplement, modify or exercise rights or options thereunder, to perform thereunder and to compel performance and otherwise exercise all remedies thereunder.

“ Grantor ” shall have the meaning assigned to such term in the preamble hereto.

“ Holdings ” shall have the meaning assigned to such term in the preamble hereto.

“ Instruments ” shall mean all “instruments,” as such term is defined in Article 9 of the NY UCC.

“ Intellectual Property ” shall mean any and all intellectual property, including Trade Secrets, Copyrights, Patents, Trademarks and the IP Agreements, all rights therein, and all rights to sue at law or in equity for any past, present, or future infringement, misappropriation, violation, misuse or other impairment thereof, including the right to receive injunctive relief and all Proceeds and damages therefrom.

“ Intellectual Property Collateral ” shall mean the Collateral constituting Intellectual Property, including the Intellectual Property set forth in Schedules 1 and 2 hereto.

“ Intellectual Property Security Agreement ” shall have the meaning assigned to such term in Section 4.4(e).

“ Intercreditor Agreement ” shall have the meaning assigned to such term in the Revolving Credit Agreement.

“ Inventory ” shall mean all “inventory,” as such term is defined in Article 9 of the NY UCC.

“ Investment Property ” shall mean all “investment property,” as such term is defined in Article 9 of the NY UCC.

“ IP Agreements ” shall mean any and all agreements, permits, consents, orders and franchises, now or hereafter in effect, relating to the license, development, use, manufacture, distribution, sale or disclosure of any Copyrights, Patents, Trademarks, or Trade Secrets to which any Grantor, now or hereafter, is a party.

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“ Lenders ” shall have the meaning assigned to such term in the recitals hereto.

“ Letter-of-Credit Rights ” shall mean all “letter-of-credit rights,” as such term is defined in Article 9 of the NY UCC.

“ NY UCC ” shall have the meaning assigned to such term in Section 1(a)(ii).

“ Patents ” shall mean (a) all letters patent of the United States or the equivalent thereof in any other country or group of countries, all registrations, recordings and extensions thereof, and all applications for letters patent of the United States or the equivalent thereof in any other country, including patent registrations, statutory invention registrations, utility models, recordings and pending applications in the United States Patent and Trademark Office or any similar offices in any other country, and (b) all reissues, continuations, divisions, continuations-in-part, renewals or extensions thereof, and in the case of (a) and (b), all the inventions disclosed or claimed therein and all improvements thereto, including the right to make, use and/or sell the inventions disclosed or claimed therein.

“ Perfection Certificate ” shall have the meaning assigned to such term in the Revolving Credit Agreement.

“ Permitted Lien ” shall mean any Lien on the Collateral expressly permitted to be granted pursuant to the Revolving Credit Agreement.

“ Proceeds ” shall mean all “proceeds” as such term is defined in Article 9 of the NY UCC and, in any event, shall include with respect to any Grantor, any consideration received from the sale, exchange, license, lease or other disposition of any asset or property that constitutes Collateral, any value received as a consequence of the possession of any Collateral and any payment received from any insurer or other person or entity as a result of the destruction, loss, theft, damage or other involuntary conversion of whatever nature of any asset or property that constitutes Collateral, and shall include (a) all cash and negotiable instruments received by or held on behalf of the Collateral Agent, (b) any claim of any Grantor against any third party for (and the right to sue and recover for and the rights to damages or profits due or accrued arising out of or in connection with) (i) past, present or future infringement or dilution, where applicable, of any Patent, Trademark, Copyright or Trade Secret, now or hereafter owned by any Grantor, or licensed under an IP Agreement or injury to the goodwill associated with or symbolized by any Trademark now or hereafter owned by any Grantor, and (ii) past, present or future breach of any IP Agreement and (c) any and all other amounts from time to time paid or payable under or in connection with any of the Collateral.

“ Registered Intellectual Property ” shall have the meaning set forth in Section 3.2.

“ Revolving Credit Documents ” shall mean the “Credit Documents” as defined in the Revolving Credit Agreement.

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“ Secured Debt Documents ” shall mean, collectively, the Revolving Credit Documents and each Secured Cash Management Agreement entered into with a Cash Management Bank.

“ Secured Parties ” shall have the meaning assigned to the term “Secured Parties” in the Revolving Credit Agreement.

“ Security Interest ” shall have the meaning assigned to such term in Section 2(a).

“ Securities Account ” shall mean all “securities account,” as such term is defined in Article 8 of the NY UCC.

“ Securities Account Control Agreement ” shall mean an agreement among the Collateral Agent, any Grantor and the relevant securities intermediary, in form and substance reasonably satisfactory to the Collateral Agent, granting control of such Grantor’s Securities Accounts maintained with such securities intermediary.

“ Subject Property ” shall have the meaning assigned to such term in the proviso to Section 2(a).

“ Subsidiary Grantor ” shall have the meaning assigned to such term in the preamble hereto.

“ Revolving Credit Agreement ” shall have the meaning assigned to such term in the recitals hereto.

“ Revolving Guarantee ” shall have the meaning assigned to such term in the recitals hereto.

“ Revolving Pledge Agreement ” shall have the meaning assigned to the term “Pledge Agreement” in the Revolving Credit Agreement.

“ Term Loan Collateral ” shall have the meaning assigned to such term in the Intercreditor Agreement.

“ Term Loan Credit Documents ” shall have the meaning assigned to the term “Credit Documents” in the Term Loan Credit Agreement.

“ Term Loan Credit Agreement ” shall mean the Term Loan Credit Agreement, dated as of the date hereof, among Holdings, the Borrower, the lenders from time to time party thereto, GECC, as Administrative Agent and Collateral Agent, Barclays Capital, the investment banking division of Barclays Bank PLC and Calyon New York Branch, as Joint Lead Arrangers and Barclays Capital, the investment banking division of Barclays Bank PLC, Calyon New York Branch and GECC, as Joint Bookrunners, as such agreement may be amended, restated, waived, replaced (whether or not upon termination and whether with the original lenders or otherwise), refinanced, restructured, renewed, extended or otherwise modified from time to time.

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“ Term Loan Liens ” shall mean Liens granted in favor of the Secured Parties (as defined in the Term Loan Credit Agreement) pursuant to the Term Loan Credit Documents.

“ Termination Date ” shall mean the date on which all Obligations are paid in full in cash (other than Cash Management Obligations under Secured Cash Management or contingent indemnification obligations) and the Total Commitments and all Letters of Credit are terminated (other than Letters of Credit that have been cash collateralized on terms satisfactory to the applicable Letter of Credit Issuer following the termination of the Commitments).

“ Trademarks ” shall mean (a) all trademarks, service marks, domain names, trade names, corporate names, company names, business names, fictitious business names, trade styles, trade dress, logos, slogans, other source or business identifiers, now existing or hereafter adopted or acquired, whether registered or unregistered, and all registrations, recordings and applications for registration filed in connection with the foregoing, including registrations, recordings and applications for registration in the United States Patent and Trademark Office or any similar offices in any State of the United States or any other country, group of countries or any political subdivision thereof, and all common-law rights related thereto, (b) all goodwill associated therewith or symbolized thereby and (c) all extensions or renewals thereof.

“ Trade Secrets ” shall mean all confidential and proprietary information, including know-how, trade secrets, manufacturing and production processes and techniques, inventions, research and development information, databases and data, including, without limitation, technical data, financial, marketing and business data, pricing and cost information, business and marketing plans and customer and supplier lists and information.

“ Vehicles ” shall mean all cars, trucks, trailers, and other vehicles covered by a certificate of title law of any state and all tires and other appurtenances to any of the foregoing.

(d) Where the context requires, terms relating to the Collateral or any part thereof, when used in relation to a Grantor, shall refer to such Grantor’s Collateral or the relevant part thereof.

2. Grant of Security Interest .

(a) Each Grantor hereby assigns, pledges, mortgages and hypothecates to the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, a security interest in and continuing lien on (the “ Security Interest ”) all of such Grantor’s right, title and interest in (subject only to Permitted Liens) and to all of the following assets and properties now owned or anytime hereafter acquired by such Grantor or in which such Grantor now has or at any time in the future may acquire any right, title or interest (collectively, the “ Collateral ”) as collateral security for the prompt and complete payment and performance when due (whether at the stated maturity, by acceleration or otherwise) of the Obligations:

(i) all Accounts;

(ii) all cash;

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(iii) all Chattel Paper;

(iv) all Commercial Tort Claims;

(v) all Deposit Accounts;

(vi) all Documents;

(vii) all Equipment;

(viii) all Fixtures;

(ix) all General Intangibles;

(x) all Goods;

(xi) all Instruments;

(xii) all Intellectual Property;

(xiii) all Inventory;

(xiv) all Investment Property;

(xv) all letters of credit and Letter of Credit Rights;

(xvi) all Money;

(xvii) all Securities Accounts;

(xviii) all books and records pertaining to the Collateral; and

(xix) to the extent not otherwise included, all Proceeds and products of any and all of the foregoing and all collateral security and guarantees given by any Person with respect to the foregoing;

provided , however , that notwithstanding any other provision of this Agreement:

(A) this Agreement shall not constitute a grant of a security interest in any property to the extent that such grant of a security interest (1) is prohibited by any Applicable Law of a Governmental Authority or requires a consent not obtained of any Governmental Authority pursuant to such Applicable Law, (2) is prohibited by, or constitutes a breach or default under, or results in the termination of, or requires any consent not obtained under, any contract, license, lease, agreement, instrument or other document or, in the case of any Investment Property, any applicable shareholder or similar agreement (3) constitutes or results in the abandonment, invalidation or unenforceability of any right, title or interest of any Grantor under any contract, license, lease, agreement, instrument or other document, except to the extent that such Applicable Law or the term in such contract, license, lease, agreement, instrument or other document

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or shareholder or similar agreement providing for such prohibition, breach, default or termination or requiring such consent is ineffective under Applicable Law or (4) or would result in the forfeiture of the Grantor’s rights in the property including, without limitation, any Trademark applications filed in the United States Patent and Trademark Office on the basis of such Grantor’s “intent-to-use” such trademark, unless and until acceptable evidence of use of the Trademark has been filed with and accepted by the United States Patent and Trademark Office pursuant to Section 1(c) or Section 1(d) of the Lanham Act (15 U.S.C. 1051, et seq.), to the extent that granting a lien in such trademark application prior to such filing would adversely affect the enforceability or validity of such Trademark application (any such property subject to the exclusions described in clause (1), (2), (3) or (4), “ Subject Property ”); provided , however , that the foregoing exclusions shall not apply to the extent that any such prohibition, default or other term would be rendered ineffective pursuant to Section 9-406, 9-407, 9-408 or 9-409 of the NY UCC of any relevant jurisdiction or any other Applicable Law or principles of equity; and provided , further , that the security interest shall attach immediately to any portion of such Subject Property that does not result in any of the consequences specified above including, without limitation, any Proceeds of such Subject Property; and

(B) the Collateral shall not include any other Excluded Property.

(b) Each Grantor hereby irrevocably authorizes the Collateral Agent at any time and from time to time to file in any relevant jurisdiction any initial financing statements (including fixture filings) with respect to the Collateral or any part thereof and amendments thereto and continuations thereof that contain the information required by Article 9 of the Uniform Commercial Code of each applicable jurisdiction for the filing of any financing statement or amendment or continuation, including whether such Grantor is an organization, the type of organization and any organizational identification number issued to such Grantor. 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 such as “all assets” or “all personal property, whether now owned or hereafter acquired” of such Grantor or words of similar effort as being of an equal or lesser scope or with greater detail and in the case of a financing statement filed as a fixture filing or covering the Collateral constituting minerals or the like to be extracted or timber to be cut, a sufficient description of the real property to which such Collateral relates. Each Grantor agrees to provide such information to the Collateral Agent promptly upon request.

Each Grantor also ratifies any authorization previously given in writing to the Collateral Agent to file in any relevant jurisdiction any initial financing statements or amendments thereto or continuations thereof if filed prior to the date hereof.

The Collateral Agent is further authorized to file with the United States Patent and Trademark Office or United States Copyright Office (or any successor office) such documents as may be necessary or advisable for the purpose of perfecting, confirming, continuing, enforcing, protecting or providing notice of the Security Interests granted by each Grantor hereunder, without the signature of any Grantor, and naming any Grantor or the Grantors as debtors and the Collateral Agent as secured party.

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This Agreement secures the payment of all the Obligations. Without limiting the generality of the foregoing, this Agreement secures the payment of all amounts that constitute part of the Obligations and would be owed to the Collateral Agent or the Secured Parties but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving any Grantor.

The Security Interests created hereby are granted as security only and shall not subject the Collateral Agent or any other Secured Party to, or in any way alter or modify, any obligation or liability of any Grantor with respect to or arising out of the Collateral.

3. Representations And Warranties .

Each Grantor hereby represents and warrants to the Collateral Agent and each Secured Party that:

3.1. Title; No Other Liens . Except for (a) the Security Interest granted to the Collateral Agent, for the ratable benefit of the Secured Parties, pursuant to this Agreement, (b) the Term Loan Liens, and (c) other Permitted Liens, such Grantor owns each item of the Collateral free and clear of any and all Liens or claims of others. To the knowledge of such Grantor, no action or proceeding seeking to limit, cancel or question the validity of such Grantor’s ownership interest in the Collateral, that could reasonably be expected to result in a Material Adverse Effect, is pending or threatened. None of the Grantors has filed or consented to the filing of any (x) security agreement, financing statement or analogous document under the Uniform Commercial Code or any other Applicable Laws covering any Collateral, (y) assignment for security in which any Grantor assigns any Collateral or any security agreement or similar instrument covering any Collateral with the United States Patent and Trademark Office or the United States Copyright Office, which security agreement, financing statement or similar instrument or assignment is still in effect or (z) assignment for security in which any Grantor assigns any Collateral or any security agreement or similar instrument covering any Collateral with any foreign governmental, municipal or other office, which financing statement or analogous document, assignment, security agreement or similar instrument is still in effect, except in the case of each of clauses (x), (y) and (z) above, such as have been filed in favor of the Collateral Agent pursuant to this Agreement and the other Revolving Credit Documents, the Term Loan Credit Documents or are filed in respect of Permitted Liens.

3.2. Intellectual Property . (a) The Intellectual Property Collateral set forth on (i) Schedule 1 hereto is a true and correct list of all patents, patent applications, trademark registrations and applications for registration, copyright registrations and applications for registration, and domain names (collectively, the “ Registered Intellectual Property ”), in each case, owned by a Grantor in its name as of the date hereof, and indicating for each such item, as applicable, the application and/or registration number, date and jurisdiction of filing and/or issuance, the identity of the current applicant or registered owner, and (ii) Schedule 2 hereto is a true and correct list of all IP Agreements (other than non-exclusive license agreements or licenses of commercially available off-the-shelf software), in which a Grantor is, as of the date hereof, the exclusive licensee of any United States patent, patent application, trademark registration or application for registration, copyright registration or application for registration (collectively, the “ Exclusive IP Agreements ”).

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Except as would not reasonably be expected to result in a Material Adverse Effect:

(b) The Intellectual Property Collateral is subsisting and has not been adjudged invalid or unenforceable in whole or in part and, to such Grantor’s knowledge, is valid and enforceable and has not been abandoned. Such Grantor is not aware of any uses of any item of Intellectual Property Collateral that could be expected to lead to such item becoming invalid or unenforceable.

(c) To such Grantor’s knowledge, no Person is engaging in any activity that infringes, misappropriates, dilutes, misuses or otherwise violates the Intellectual Property Collateral or the Grantor’s rights in or use thereof.

(d) No breach or default of any IP Agreement shall be caused by any of the following, and none of the following shall limit or impair the ownership, use, validity or enforceability of, or any rights of such Grantor in, any Intellectual Property Collateral: (i) the consummation of the transactions contemplated by any Revolving Credit Document or (ii) any holding, decision, judgment or order rendered by any Governmental Authority.

3.3. Perfected Security Interests . (a) Subject to the limitations set forth in clause (b) of this Section 3.3, the Security Interests granted pursuant to this Agreement (i) will constitute valid perfected security interests in the Collateral in favor of the Collateral Agent, for the ratable benefit of the Secured Parties, as collateral security for the Obligations, upon (A) in the case of Collateral in which a security interest may be perfected by filing a financing statement under the Uniform Commercial Code, the filing of financing statements naming each Grantor as “debtor” and the Collateral Agent as “secured party” and describing the Collateral in the applicable filing offices, (B) in the case of Instruments, Chattel Paper and certificated Securities, the earlier of the delivery thereof to the Collateral Agent and the filing of the financing statements referred to in clause (A), (C) in the case of Deposit Accounts, the execution of Deposit Account Control Agreements, (D) in the case of Securities Accounts, the execution of Securities Account Control Agreements, and/or (E) in the case of Intellectual Property Collateral, the completion of the filing, registration and recording of fully executed agreements in the form of the Intellectual Property Security Agreement set forth in Exhibit 3 hereto (x) in the United States Patent and Trademark Office and (y) in the United States Copyright Office, and (ii) subject to the terms of the Intercreditor Agreement, are prior to all other Liens on the Collateral other than Permitted Liens having priority over the Collateral Agent’s Lien by operation of law or otherwise as permitted under the Revolving Credit Agreement.

(b) Notwithstanding anything to the contrary herein, no Grantor shall be required, on or before the Closing Date, to perfect the security interests created hereby by any means other than (i) filings pursuant to the Uniform Commercial Code, (ii) filings with United States’ governmental offices with respect to Registered Intellectual Property, (iii) in the case of Collateral that constitutes Tangible Chattel Paper, Instruments, Certificated Securities or Negotiable Documents, in each case, to the extent included in the Collateral, delivery to the Collateral Agent to be held in its possession in the United States. No Grantor shall be required, on or before the Closing Date, to complete any filings or other action with respect to the perfection of the security interests created hereby in any jurisdiction outside of the United States.

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(c) It is understood and agreed that the security interests created hereby shall not prevent the Grantors from using the Collateral in the ordinary course of their respective businesses.

(d) The Perfection Certificate has been duly prepared, completed and executed and the information set forth therein (including (i) the exact legal name of each Grantor and (ii) the jurisdiction of organization of each Grantor) is correct and complete as of the Closing Date.

3.4. Accounts . No amount payable to such Grantor under or in connection with any Account is evidenced by any Instrument or Chattel Paper that has not been delivered to the Administrative Agent, properly endorsed for transfer, to the extent delivery is required by the Revolving Pledge Agreement.

4. Covenants .

Each Grantor hereby covenants and agrees with the Collateral Agent and the other Secured Parties that, from and after the date of this Agreement until the Termination Date:

4.1. Maintenance of Perfected Security Interest; Further Documentation . (a) Such Grantor shall maintain the Security Interests created hereby as perfected first priority security interests (subject to any Permitted Lien and the terms of the Intercreditor Agreement) and shall defend the Security Interests created hereby and the priority thereof against the claims and demands not expressly permitted by the Revolving Credit Agreement of all Persons whomsoever.

(b) Such Grantor will furnish to the Collateral Agent from time to time statements and schedules further identifying and describing the assets and property of such Grantor and such other reports in connection therewith as the Collateral Agent may reasonably request.

(c) Each Grantor agrees that should it, after the date hereof, obtain an ownership interest in any Registered Intellectual Property that would, had it been owned on the date hereof, be considered a part of the Intellectual Property Collateral or should it become a party to any IP Agreement that would, had such Grantor been a party to it on the date hereof, be considered an Exclusive IP Agreement (“ After-Acquired Intellectual Property Collateral ”), such After-Acquired Intellectual Property Collateral shall automatically become part of the Intellectual Property Collateral,