Common use of Collateral Documents Clause in Contracts

Collateral Documents. (a) The Pledge and Security Agreement and Collateral Assignments, upon execution and delivery thereof by the parties thereto, will, under the governing law thereof, create in favor of the Agent for the benefit of the Lenders, a legal, valid and enforceable security interest in the Collateral described therein to the extent intended to be created thereby. (i) when UCC financing statements in the appropriate form are filed in respect of the applicable Loan Parties in the offices of secretaries of state of those states specified in paragraph 1(a) of the Perfection Certificate, to the extent perfection can be obtained by filing UCC financing statements, the Agent (for the benefit of the Lenders) shall have a fully perfected Lien on, and security interest in all right, title and interest of the relevant Loan Parties in the Collateral described therein (including, in the case of Intellectual Property, all state trademark registrations, common law trademarks and any applications for the registration of any of the foregoing, but excluding the Collateral described in the following clauses (ii) through (iv)) and, subject to Section 9-315 of the UCC, the proceeds thereof, as security for the Obligations, prior and superior in right to any other person (except for Liens permitted under Section 6.02), (ii) in the case of the Pledged Collateral, when the original stock certificates representing the Pledged Collateral are delivered to the Agent and UCC financing statements in the appropriate form are filed in respect of the applicable Loan Parties in the offices of secretaries of state of those states specified in paragraph 1(a) of the Perfection Certificate, to the extent perfection can be obtained by the deposit of the original stock certificates and the filing of UCC financing statements, the Agent (for the benefit of the Lenders) shall have a fully perfected Lien on, and security interest in all right, title and interest of the relevant Loan Parties in such Pledged Collateral and, subject to Section 9-315 of the UCC, the proceeds thereof, as security for the Obligations, prior and superior in right to any other person (except for Liens permitted under Section 6.02), (iii) in the case of any deposit or securities accounts included in the Collateral (which, for the avoidance of doubt, excludes Excluded Accounts), to the extent perfection can be obtained by entering into a Control Agreement, when a Control Agreement is entered into with respect to such deposit or securities accounts, the Agent (for the benefit of the Lenders) shall have a fully perfected Lien on, and security interest in all right, title and interest of the applicable Loan Parties in such deposit or securities accounts, as applicable, as security for the Obligations, prior and superior in right to any other person (except for Liens permitted under Section 6.02) and (iv) in the case of United States patent, United States copyright, and United States federal trademark registrations, and applications for the issuance or registration of any of the foregoing upon the recordation of a short-form security agreement in form and substance reasonably satisfactory to the Agent with the United States Patent and Trademark Office, or the United States Copyright Office, as applicable, together with the filing of UCC financing statements (together with any schedules the Agent requests that the Borrower includes to itemize such Intellectual Property included as Collateral) in the appropriate form in respect of the applicable Loan Parties in the offices of secretaries of state of those states specified in paragraph 1(a) of the Perfection Certificate, the Agent (for the benefit of the Lenders) shall have a fully perfected Lien on, and security interest in all right, title and interest of the applicable Loan Parties organized in the United States in such Intellectual Property in which a security interest may be perfected by such filing in the United States, in each case, prior and superior in right to any other Person (except for Liens permitted under Section 6.02 that have priority as a matter of law) (it being understood that subsequent recordings in the United States Patent and Trademark Office or the United States Copyright Office, as applicable, may be necessary to perfect a Lien on patents, patent applications, and trademark and copyright registrations and applications for registration acquired, obtained or initiated by, or granted to, the Loan Parties after the date hereof).

Collateral Documents. (ai) The Pledge and Security Agreement and Any Collateral Assignments, upon execution and Document after delivery thereof by the parties theretopursuant to Section 4.01, will6.11, under the governing law thereof, create in favor of the Agent 6.13 or Article XII shall for the benefit of the Lenders, a legal, valid and enforceable security interest in the Collateral described therein any reason (other than pursuant to the extent intended terms hereof or thereof including as a result of a transaction not prohibited under this Agreement) cease to create, or any Lien purported to be created thereby. by any Collateral Document shall be asserted in writing by any Loan Party not to be, a valid and perfected lien with the priority required by the Collateral Document (i) when UCC financing statements in the appropriate form are filed in respect of or other security purported to be created on the applicable Loan Parties in the offices of secretaries of state of those states specified in paragraph 1(aCollateral) of the Perfection Certificate, to the extent perfection can be obtained by filing UCC financing statements, the Agent (for the benefit of the Lenders) shall have a fully perfected Lien on, on and security interest in all right, title and interest any material portion of the relevant Loan Parties in the Collateral described therein (including, in the case of Intellectual Property, all state trademark registrations, common law trademarks and any applications for the registration of any of the foregoing, but excluding the Collateral described in the following clauses (ii) through (iv)) andpurported to be covered thereby, subject to Section 9-315 of the UCC, the proceeds thereof, as security for the Obligations, prior and superior in right to any other person (except for Liens permitted under Section 6.02)7.01, except to the extent that any such perfection or priority is not required pursuant to Section 6.11 or 6.13 or Article XII or results from the failure of the Collateral Agent or the trustee under the Senior Notes Indenture to maintain possession of Collateral actually delivered to it and pledged under the Collateral Documents or to file Uniform Commercial Code amendments relating to a Loan Party’s change of name or jurisdiction of formation (solely to the extent that the Borrower provides the Collateral Agent written notice thereof in accordance with the Loan Documents, and the Collateral Agent and the Borrower have agreed that the Collateral Agent will be responsible for filing such amendments) and continuation statements and except as to Collateral consisting of real property to the extent that such losses are covered by a lender’s title insurance policy and such insurer has not denied coverage, or (ii) in the case of the Pledged Collateral, when the original stock certificates representing the Pledged Collateral are delivered to the Agent and UCC financing statements in the appropriate form are filed in respect of the applicable Loan Parties in the offices of secretaries of state of those states specified in paragraph 1(a) of the Perfection Certificate, to the extent perfection can be obtained by the deposit of the original stock certificates and the filing of UCC financing statements, the Agent (for the benefit of the Lenders) shall have a fully perfected Lien on, and security interest in all right, title and interest of the relevant Loan Parties in such Pledged Collateral and, subject to Section 9-315 of the UCC, the proceeds thereof, as security for the Obligations, prior and superior in right to any other person (except for Liens permitted under Section 6.02), (iii) in the case of any deposit or securities accounts included in the Collateral (which, for the avoidance of doubt, excludes Excluded Accounts), to the extent perfection can be obtained by entering into a Control Agreement, when a Control Agreement is entered into with respect to such deposit or securities accounts, the Agent (for the benefit of the Lenders) shall have a fully perfected Lien on, and security interest in all right, title and interest of the applicable Loan Parties in such deposit or securities accounts, as applicable, as security for the Obligations, prior and superior in right to any other person (except for Liens permitted under Section 6.02) and (iv) in the case of United States patent, United States copyright, and United States federal trademark registrations, and applications for the issuance or registration of any of the foregoing upon Equity Interests of the recordation of a short-form security agreement in form and substance reasonably satisfactory Borrower ceasing to be pledged pursuant to the Agent with Security Agreement free of Liens other than Liens subject to the United States Patent and Trademark Office, or the United States Copyright Office, as applicable, together with the filing of UCC financing statements (together with any schedules the Agent requests that the Borrower includes to itemize such Intellectual Property included as Collateral) in the appropriate form in respect of the applicable Loan Parties in the offices of secretaries of state of those states specified in paragraph 1(a) of the Perfection CertificateEqual Priority Intercreditor Agreement, the Agent (for the benefit of the Lenders) shall have a fully perfected Crossing Lien onIntercreditor Agreement, and security interest in all right, title and interest of the applicable Loan Parties organized in the United States in such Intellectual Property in which a security interest may be perfected by such filing in the United States, in each case, prior and superior in right to any other Person (except for Customary Intercreditor Agreement or any nonconsensual Liens permitted under Section 6.02 that have priority as a matter arising solely by operation of law) (it being understood that subsequent recordings in the United States Patent and Trademark Office or the United States Copyright Office, as applicable, may be necessary to perfect a Lien on patents, patent applications, and trademark and copyright registrations and applications for registration acquired, obtained or initiated by, or granted to, the Loan Parties after the date hereof).Law; or

Collateral Documents. Subject to Section 8.12(b), executed counterparts of all Collateral Documents, together with: (aA) The Pledge a Perfection Certificate from the Company and Security Agreement and Collateral Assignmentsfrom each other Credit Party, upon execution and delivery thereof by the parties thereto, will, under the governing law thereof, create in favor of the Agent for the benefit of the Lenders, a legal, valid and enforceable security interest in the Collateral described therein as applicable; (B) to the extent not on file with the appropriate Governmental Authority, appropriate financing statements (Form UCC-1 or such other financing statements or similar notices as shall be required by local Law) authenticated and authorized for filing under the UCC or other applicable local Law of each jurisdiction in which the filing of a financing statement or giving of notice may be required, or reasonably requested by the Collateral Agent, to perfect the security interests intended to be created thereby.by the Collateral Documents; (iC) when UCC copies of reports from CT Corporation or another independent search service reasonably satisfactory to the Collateral Agent listing all effective financing statements, notices of tax, PBGC or judgment liens or similar notices that name any of the Company or any other Credit Party (under its present name and any previous name and, if requested by the Collateral Agent, under any trade names), as debtor or seller that are filed in the jurisdictions referred to in clause (ii)(B) above (regardless of whether or not financing statements are then on file) or in any other jurisdiction having files which must be searched in order to determine fully the existence of the UCC security interests, notices of the filing of federal tax Liens (filed pursuant to Section 6323 of the Code), Liens of the PBGC (filed pursuant to Section 4068 of ERISA) or judgment Liens on any Collateral, together with copies of such financing statements, notices of tax, PBGC or judgment Liens or similar notices (none of which shall cover the Collateral except to the extent evidencing Permitted Liens or for which the Collateral Agent shall have received termination statements (Form UCC-3 or such other termination statements as shall be required by local Law) authenticated and authorized for filing); (D) searches of ownership of intellectual property in the appropriate form are filed in respect of governmental offices and such patent, trademark and/or copyright filings as may be requested by the applicable Loan Parties in the offices of secretaries of state of those states specified in paragraph 1(a) of the Perfection Certificate, Collateral Agent to the extent perfection can be obtained by filing UCC financing statements, necessary or reasonably advisable to perfect the Agent (for the benefit of the Lenders) shall have a fully perfected Lien on, and Collateral Agent’s security interest in all right, title and interest of intellectual property Collateral; (E) to the relevant Loan Parties in extent not previously delivered to the Collateral described therein (including, in the case of Intellectual PropertyAgent, all state trademark registrations, common law trademarks and any applications for the registration of any of the foregoing, but excluding the Collateral described in the following clauses (ii) through (iv)) and, subject to Section 9-315 of the UCC, the proceeds thereof, as security for the Obligations, prior and superior in right to any other person (except for Liens permitted under Section 6.02), (ii) in the case of the Pledged Collateral, when the original stock certificates representing the which Pledged Collateral are delivered to the Agent and UCC financing statements shall be in the appropriate suitable form are filed for transfer by delivery, or shall be accompanied by duly executed instruments of transfer or assignment in respect of the applicable Loan Parties blank, with signatures appropriately guaranteed, accompanied in the offices of secretaries of state of those states specified in paragraph 1(a) of the Perfection Certificateeach case by any required transfer tax stamps, to the extent perfection can be obtained by the deposit of the original stock certificates and the filing of UCC financing statements, the Agent (for the benefit of the Lenders) shall have a fully perfected Lien on, and security interest in all right, title and interest of the relevant Loan Parties in such Pledged Collateral and, subject to Section 9-315 of the UCC, the proceeds thereof, as security for the Obligations, prior and superior in right to any other person (except for Liens permitted under Section 6.02), (iii) in the case of any deposit or securities accounts included in the Collateral (which, for the avoidance of doubt, excludes Excluded Accounts), to the extent perfection can be obtained by entering into a Control Agreement, when a Control Agreement is entered into with respect to such deposit or securities accounts, the Agent (for the benefit of the Lenders) shall have a fully perfected Lien on, and security interest in all right, title and interest of the applicable Loan Parties in such deposit or securities accounts, as applicable, as security for the Obligations, prior and superior in right to any other person (except for Liens permitted under Section 6.02) and (iv) in the case of United States patent, United States copyright, and United States federal trademark registrations, and applications for the issuance or registration of any of the foregoing upon the recordation of a short-form security agreement in form and substance reasonably satisfactory to the Agent with the United States Patent and Trademark Office, or the United States Copyright Office, as applicable, together with the filing of UCC financing statements Collateral Agent; and (together with any schedules the Agent requests that the Borrower includes to itemize such Intellectual Property included as CollateralF) in the appropriate form in respect evidence of the applicable Loan Parties in completion of all other filings and recordings of or with respect to the offices Collateral Documents and of secretaries of state of those states specified in paragraph 1(a) of the Perfection Certificate, the Agent (for the benefit of the Lenders) shall have a fully perfected Lien on, and security interest in all right, title and interest of the applicable Loan Parties organized in the United States in such Intellectual Property in which a security interest may be perfected by such filing in the United States, in each case, prior and superior in right to any other Person (except for Liens permitted under Section 6.02 that have priority actions as a matter of law) (it being understood that subsequent recordings in the United States Patent and Trademark Office or the United States Copyright Office, as applicable, may be necessary or, in the opinion of the Collateral Agent, desirable to perfect a Lien on patentsthe security interests intended to be created by the Collateral Documents (including receipt of duly executed payoff letters, patent applications, UCC-3 termination statements and trademark landlords’ and copyright registrations bailees’ waiver and applications for registration acquired, obtained or initiated by, or granted to, the Loan Parties after the date hereofconsent agreements).

Collateral Documents. Without limiting the generality of clause (a) The Pledge and Security Agreement and Collateral Assignmentsof this Section 10.01, upon execution and delivery thereof by the parties thereto, will, under the governing law thereof, create in favor of each Lender hereby further authorizes the Agent to appoint Wilmington Trust Company as Collateral Agent and Depositary to enter into any Collateral Document as secured party on behalf of and for the benefit of such Lender or otherwise and to require the Lenders, a legal, valid delivery of any Collateral Document which the Agent determines is necessary or advisable to protect or perfect the interests of the Protected Parties in any Collateral and enforceable security interest in agrees to be bound by the terms of each of the Collateral described therein Documents. Anything contained in any of the Loan Documents to the extent intended contrary notwithstanding, but subject to be created thereby. (i) when UCC financing statements in the appropriate form are filed in respect Section 11.08, each Lender agrees that no Lender shall have any right individually to realize upon any of the applicable Collateral under any Collateral Document or Loan Parties in Document, it being understood and agreed that all powers, rights and remedies under the offices of secretaries of state of those states specified in paragraph 1(a) of the Perfection Certificate, to the extent perfection can Collateral Documents may be obtained exercised solely by filing UCC financing statements, the Agent (or its designee, including the Collateral Agent and the Depositary) for the benefit of Protected Parties in accordance with the Lendersterms thereof. Each Lender hereby authorizes the Agent (or, at the Agent’s discretion, its designee, including the Collateral Agent and the Depositary) shall have a fully perfected Lien on(i) to release Collateral as permitted or required under this Agreement or the Collateral Documents or by Applicable Laws, and security interest in all right, title and interest of agrees that a certificate or other instrument executed by the relevant Loan Parties in Agent or the Collateral described therein (includingAgent evidencing such release of Collateral shall be conclusive evidence of such release as to any third party, in the case of Intellectual Property, all state trademark registrations, common law trademarks and any applications for the registration of any of the foregoing, but excluding the Collateral described in the following clauses (ii) through (iv)) andexcept as otherwise expressly provided in Section 11.03 hereof, subject to Section 9-315 enter into any amendments or waivers of the UCC, the proceeds thereof, as security for the Obligations, prior and superior in right to any other person (except for Liens permitted under Section 6.02), (ii) in the case of the Pledged Collateral, when the original stock certificates representing the Pledged Collateral are delivered to Documents which the Agent and UCC financing statements in determines are necessary or advisable, including, without limitation, those Collateral Documents the appropriate form of which are filed in respect of the applicable Loan Parties in the offices of secretaries of state of those states specified in paragraph 1(a) of the Perfection Certificate, exhibits to the extent perfection can be obtained by the deposit of the original stock certificates and the filing of UCC financing statements, the Agent (for the benefit of the Lenders) shall have a fully perfected Lien on, and security interest in all right, title and interest of the relevant Loan Parties in such Pledged Collateral and, subject to Section 9-315 of the UCC, the proceeds thereof, as security for the Obligations, prior and superior in right to any other person (except for Liens permitted under Section 6.02), (iii) in the case of any deposit or securities accounts included in the Collateral (which, for the avoidance of doubt, excludes Excluded Accounts), to the extent perfection can be obtained by entering into a Control this Agreement, when a Control Agreement is entered into with respect to such deposit or securities accounts, the Agent (for the benefit of the Lenders) shall have a fully perfected Lien on, and security interest in all right, title and interest of the applicable Loan Parties in such deposit or securities accounts, as applicable, as security for the Obligations, prior and superior in right to any other person (except for Liens permitted under Section 6.02) and (iv) in the case of United States patent, United States copyright, and United States federal trademark registrations, and applications for the issuance or registration of any of the foregoing upon the recordation of a short-form security agreement in form and substance reasonably satisfactory to the Agent with the United States Patent and Trademark Office, or the United States Copyright Office, as applicable, together with the filing of UCC financing statements (together with any schedules the Agent requests that the Borrower includes to itemize such Intellectual Property included as Collateral) in the appropriate form in respect of the applicable Loan Parties in the offices of secretaries of state of those states specified in paragraph 1(a) of the Perfection Certificate, the Agent (for the benefit of the Lenders) shall have a fully perfected Lien on, and security interest in all right, title and interest of the applicable Loan Parties organized in the United States in such Intellectual Property in which a security interest may be perfected by such filing in the United States, in each case, prior and superior in right to any other Person (except for Liens permitted under Section 6.02 that have priority as a matter of law) (it being understood that subsequent recordings in the United States Patent and Trademark Office or the United States Copyright Office, as applicable, may be necessary to perfect a Lien on patents, patent applications, and trademark and copyright registrations and applications for registration acquired, obtained or initiated by, or granted to, the Loan Parties after the date hereof).

Collateral Documents. (ai) The Pledge and Security Agreement and Any Collateral Assignments, upon execution and Document after delivery thereof by pursuant to Section 4.01, Section 6.11 or Section 6.13 shall for any reason (other than pursuant to the parties thereto, will, terms hereof or thereof including as a result of a transaction not prohibited under the governing law thereofLoan Documents) cease to create, create in favor of the Agent for the benefit of the Lenders, a legal, valid and enforceable security interest in the Collateral described therein to the extent intended or any Lien purported to be created thereby. (i) when UCC financing statements by any Collateral Document shall be asserted in the appropriate form are filed in respect of the applicable writing by any Loan Parties in the offices of secretaries of state of those states specified in paragraph 1(a) of the Perfection CertificateParty not to be, to the extent perfection can be obtained by filing UCC financing statements, the Agent (for the benefit of the Lenders) shall have a fully valid and perfected Lien on, with the priority required by the Collateral Document on and security interest in all right, title and interest any material portion of the relevant Loan Parties in the Collateral described therein (including, in the case of Intellectual Property, all state trademark registrations, common law trademarks and any applications for the registration of any of the foregoing, but excluding the Collateral described in the following clauses (ii) through (iv)) andpurported to be covered thereby, subject to Section 9-315 of the UCC, the proceeds thereof, as security for the Obligations, prior and superior in right to any other person (except for Liens permitted under Section 6.02)7.01, except to the extent that any such loss of perfection or priority is not required pursuant to the Guarantee and Security Principles, the Collateral and Guarantee Requirement or results from the failure of the Administrative Agent or the Collateral Agent or its agent, designee or bailee in accordance with the terms of the First Lien/Second Lien Intercreditor Agreement and/or any Customary Intercreditor Agreement to maintain possession or control of Collateral actually delivered to it and pledged under the Collateral Documents or to file Uniform Commercial Code amendments relating to a Loan Party’s change of name or jurisdiction of formation (solely to the extent that the Borrower Representative provides the Collateral Agent written notice thereof in accordance with the Loan Documents, and the Collateral Agent and the Borrower Representative have agreed that the Collateral Agent will be responsible for filing such amendments) and continuation statements and except as to Collateral consisting of real property to the extent that such losses are covered by a lender’s title insurance policy and such insurer has not denied coverage, or (ii) in the case of the Pledged Collateral, when the original stock certificates representing the Pledged Collateral are delivered to the Agent and UCC financing statements in the appropriate form are filed in respect of the applicable Loan Parties in the offices of secretaries of state of those states specified in paragraph 1(a) of the Perfection Certificate, to the extent perfection can be obtained by the deposit of the original stock certificates and the filing of UCC financing statements, the Agent (for the benefit of the Lenders) shall have a fully perfected Lien on, and security interest in all right, title and interest of the relevant Loan Parties in such Pledged Collateral and, subject to Section 9-315 of the UCC, the proceeds thereof, as security for the Obligations, prior and superior in right to any other person (except for Liens permitted under Section 6.02), (iii) in the case of any deposit or securities accounts included in the Collateral (which, for the avoidance of doubt, excludes Excluded Accounts), to the extent perfection can be obtained by entering into a Control Agreement, when a Control Agreement is entered into with respect to such deposit or securities accounts, the Agent (for the benefit of the Lenders) shall have a fully perfected Lien on, and security interest in all right, title and interest of the applicable Loan Parties in such deposit or securities accounts, as applicable, as security for the Obligations, prior and superior in right to any other person (except for Liens permitted under Section 6.02) and (iv) in the case of United States patent, United States copyright, and United States federal trademark registrations, and applications for the issuance or registration of any of the foregoing upon Equity Interests of the recordation Borrowers ceasing to be pledged pursuant to a Security Agreement (other than pursuant to the terms hereof, including as a result of a short-form security agreement in form and substance reasonably satisfactory transaction not prohibited under the Loan Documents, or pursuant to the Agent with the United States Patent and Trademark Office, or the United States Copyright Office, as applicable, together with the filing terms of UCC financing statements (together with any schedules the Agent requests that the Borrower includes to itemize such Intellectual Property included as CollateralCollateral Document) in the appropriate form in respect free of the applicable Loan Parties in the offices of secretaries of state of those states specified in paragraph 1(a) of the Perfection Certificate, the Agent (for the benefit of the Lenders) shall have a fully perfected Lien on, and security interest in all right, title and interest of the applicable Loan Parties organized in the United States in such Intellectual Property in which a security interest may be perfected by such filing in the United States, in each case, prior and superior in right to any Liens other Person (except for Liens permitted under Section 6.02 that have priority as a matter of law) (it being understood that subsequent recordings in the United States Patent and Trademark Office or the United States Copyright Office, as applicable, may be necessary to perfect a Lien on patents, patent applications, and trademark and copyright registrations and applications for registration acquired, obtained or initiated by, or granted to, the Loan Parties after the date hereof).than Permitted Liens;

Collateral Documents. (a) The Pledge Each Lender authorizes the Administrative Agent to enter into each of the Collateral Documents to which it is a party and Security Agreement to take all action contemplated by such documents. Each Lender agrees that no Holder of Secured Obligations (other than the Administrative Agent) shall have the right individually to seek to realize upon the security granted by any Collateral Document, it being understood and Collateral Assignments, upon execution agreed that such rights and delivery thereof remedies may be exercised solely by the parties thereto, will, under the governing law thereof, create in favor of the Administrative Agent for the benefit of the Lenders, a legal, valid and enforceable security interest in Holders of Secured Obligations upon the terms of the Collateral described therein to the extent intended to be created therebyDocuments. (b) In the event that any Collateral is hereafter pledged by any Person as collateral security for the Secured Obligations, the Administrative Agent is hereby authorized to execute and deliver on behalf of the Holders of Secured Obligations any Loan Documents necessary or appropriate to grant and perfect a Lien on such Collateral in favor of the Administrative Agent on behalf of the Holders of Secured Obligations. (c) The Lenders hereby authorize the Administrative Agent, at its option and in its discretion, to release any Lien granted to or held by the Administrative Agent upon any Collateral (i) when UCC financing statements in upon termination of the appropriate form are filed Revolving Loan Commitments, Term Loan Commitments and payment and satisfaction of all of the Obligations (other than contingent indemnity obligations and Rate Management Obligations) at any time arising under or in respect of this Agreement or the Loan Documents or the transactions contemplated hereby or thereby; (ii) as permitted by, but only in accordance with, the terms of the applicable Loan Parties Document; or (iii) if approved, authorized or ratified in writing by the offices of secretaries of state of those states specified in paragraph 1(a) Required Lenders, unless such release is required to be approved by all of the Perfection CertificateLenders hereunder. Upon request by the Administrative Agent at any time, the Lenders will confirm in writing the Administrative Agent's authority to release particular types or items of Collateral pursuant to this Section 10.16. (d) Upon any sale or transfer of assets constituting Collateral which is permitted pursuant to the extent perfection can be obtained terms of any Loan Document, or consented to in writing by filing UCC financing statementsthe Required Lenders or all of the Lenders, as applicable, and upon at least five Business Days' prior written request by the Borrower to the Administrative Agent, the Administrative Agent shall (and is hereby irrevocably authorized by the Lenders to) execute such documents as may be necessary to evidence the release of the Liens granted to the Administrative Agent for the benefit of the Lenders) shall have a fully perfected Lien on, and security interest in all right, title and interest Holders of the relevant Loan Parties in Secured Obligations herein or pursuant hereto upon the Collateral described therein that was sold or transferred; provided, however, that (includingi) the Administrative Agent shall not be required to execute any such document on terms which, in the case Administrative Agent's opinion, would expose the Administrative Agent to liability or create any obligation or entail any consequence other than the release of Intellectual Propertysuch Liens without recourse or warranty, all state trademark registrations, common law trademarks and any applications for the registration of any of the foregoing, but excluding the Collateral described in the following clauses (ii) through such release shall not in any manner discharge, affect or impair the Secured Obligations or any Liens upon (iv)) and, subject to Section 9-315 or obligations of the UCCBorrower or any Subsidiary in respect of) all interests retained by the Borrower or any Subsidiary, including (without limitation) the proceeds thereof, as security for the Obligations, prior and superior in right to any other person (except for Liens permitted under Section 6.02), (ii) in the case of the Pledged Collateralsale, when the original stock certificates representing the Pledged Collateral are delivered all of which shall continue to the Agent and UCC financing statements in the appropriate form are filed in respect constitute part of the applicable Loan Parties in the offices of secretaries of state of those states specified in paragraph 1(a) of the Perfection Certificate, to the extent perfection can be obtained by the deposit of the original stock certificates and the filing of UCC financing statements, the Agent (for the benefit of the Lenders) shall have a fully perfected Lien on, and security interest in all right, title and interest of the relevant Loan Parties in such Pledged Collateral and, subject to Section 9-315 of the UCC, the proceeds thereof, as security for the Obligations, prior and superior in right to any other person (except for Liens permitted under Section 6.02), (iii) in the case of any deposit or securities accounts included in the Collateral (which, for the avoidance of doubt, excludes Excluded Accounts), to the extent perfection can be obtained by entering into a Control Agreement, when a Control Agreement is entered into with respect to such deposit or securities accounts, the Agent (for the benefit of the Lenders) shall have a fully perfected Lien on, and security interest in all right, title and interest of the applicable Loan Parties in such deposit or securities accounts, as applicable, as security for the Obligations, prior and superior in right to any other person (except for Liens permitted under Section 6.02) and (iv) in the case of United States patent, United States copyright, and United States federal trademark registrations, and applications for the issuance or registration of any of the foregoing upon the recordation of a short-form security agreement in form and substance reasonably satisfactory to the Agent with the United States Patent and Trademark Office, or the United States Copyright Office, as applicable, together with the filing of UCC financing statements (together with any schedules the Agent requests that the Borrower includes to itemize such Intellectual Property included as Collateral) in the appropriate form in respect of the applicable Loan Parties in the offices of secretaries of state of those states specified in paragraph 1(a) of the Perfection Certificate, the Agent (for the benefit of the Lenders) shall have a fully perfected Lien on, and security interest in all right, title and interest of the applicable Loan Parties organized in the United States in such Intellectual Property in which a security interest may be perfected by such filing in the United States, in each case, prior and superior in right to any other Person (except for Liens permitted under Section 6.02 that have priority as a matter of law) (it being understood that subsequent recordings in the United States Patent and Trademark Office or the United States Copyright Office, as applicable, may be necessary to perfect a Lien on patents, patent applications, and trademark and copyright registrations and applications for registration acquired, obtained or initiated by, or granted to, the Loan Parties after the date hereof).

Collateral Documents. To the extent the representations and warranties contained in this Section 3.16 are made prior to the Collateral and Guarantee Release Date: (a) The Pledge Subject to Sections 5.9 and Security 5.10, and the other limitations, exceptions and filing requirements otherwise set forth in this Agreement and the other Loan Documents, (i) the Collateral Assignments, upon execution and delivery thereof by the parties thereto, will, under the governing law thereof, Documents are effective to create in favor of the Agent Administrative Agent, for the benefit of the LendersSecured Parties, a legal, valid and enforceable Liens on, and security interest in interests in, the Collateral described therein to the extent intended to be created required thereby. (ib) when UCC financing statements Subject to Sections 5.9 and 5.10, upon recording thereof in the appropriate form are filed recording office, each Mortgage shall be effective to create, in respect favor of the applicable Loan Parties in the offices of secretaries of state of those states specified in paragraph 1(a) of the Perfection CertificateAdministrative Agent, to the extent perfection can be obtained by filing UCC financing statements, the Agent (for its benefit and the benefit of the Lenders) shall have a fully Secured Parties, legal, valid and enforceable perfected Lien Liens on, and security interest in, all of the Loan Parties’ right, title and interest in and to the Mortgaged Properties thereunder, subject only to Liens permitted under the Loan Documents, and when the Mortgages are filed in the offices specified on Schedule 5 to the Perfection Certificate (or, in the case of any Mortgage executed and delivered after the date thereof in accordance with the provisions of Sections 5.9 and 5.10, when such Mortgage is filed in the offices specified in the local counsel opinion delivered with respect thereto in accordance with the provisions of Sections 5.9 and 5.10), the Mortgages shall constitute fully perfected Liens on, and security interests in, all right, title and interest of the relevant Loan Parties in the Collateral described therein (includingMortgaged Properties, in the each case of Intellectual Property, all state trademark registrations, common law trademarks and any applications for the registration of any of the foregoing, but excluding the Collateral described in the following clauses (ii) through (iv)) and, subject to Section 9-315 of the UCC, the proceeds thereof, as security for the Obligations, prior and superior in right to any other person (except for Person, other than Liens permitted under the Loan Documents. (c) Notwithstanding anything herein (including this Section 6.02)3.16) or in any other Loan Document to the contrary, neither Holdings, the Lead Borrower nor any other Loan Party makes any representation or warranty as to (iiA) the effects of perfection or nonperfection, the priority or the enforceability of any pledge of or security interest in any Equity Interests of any Foreign Subsidiary, or as to the case rights and remedies of the Pledged CollateralSecured Parties with respect thereto, when in each case under foreign law or (B) on the original stock certificates representing Fourth Restatement Effective Date and until required pursuant to Section 5.9 or 5.10, the Pledged Collateral are delivered to the Agent and UCC financing statements in the appropriate form are filed in respect pledge or creation of the applicable Loan Parties in the offices of secretaries of state of those states specified in paragraph 1(a) of the Perfection Certificate, any security interest to the extent perfection can be obtained by not required on the deposit of the original stock certificates and the filing of UCC financing statements, the Agent (for the benefit of the Lenders) shall have a fully perfected Lien on, and security interest in all right, title and interest of the relevant Loan Parties in such Pledged Collateral and, subject to Section 9-315 of the UCC, the proceeds thereof, as security for the Obligations, prior and superior in right to any other person (except for Liens permitted under Section 6.02), (iii) in the case of any deposit or securities accounts included in the Collateral (which, for the avoidance of doubt, excludes Excluded Accounts), to the extent perfection can be obtained by entering into a Control Agreement, when a Control Agreement is entered into with respect to such deposit or securities accounts, the Agent (for the benefit of the Lenders) shall have a fully perfected Lien on, and security interest in all right, title and interest of the applicable Loan Parties in such deposit or securities accounts, as applicable, as security for the Obligations, prior and superior in right to any other person (except for Liens permitted under Section 6.02) and (iv) in the case of United States patent, United States copyright, and United States federal trademark registrations, and applications for the issuance or registration of any of the foregoing upon the recordation of a short-form security agreement in form and substance reasonably satisfactory to the Agent with the United States Patent and Trademark Office, or the United States Copyright Office, as applicable, together with the filing of UCC financing statements (together with any schedules the Agent requests that the Borrower includes to itemize such Intellectual Property included as Collateral) in the appropriate form in respect of the applicable Loan Parties in the offices of secretaries of state of those states specified in paragraph 1(a) of the Perfection Certificate, the Agent (for the benefit of the Lenders) shall have a fully perfected Lien on, and security interest in all right, title and interest of the applicable Loan Parties organized in the United States in such Intellectual Property in which a security interest may be perfected by such filing in the United States, in each case, prior and superior in right to any other Person (except for Liens permitted under Section 6.02 that have priority as a matter of law) Fourth Restatement Effective Date (it being understood that subsequent recordings such representations and warranties, to the extent set forth herein and in any other Loan Document, shall be deemed to be made on the United States Patent and Trademark Office date required pursuant to Section 5.9 or the United States Copyright Office5.10 (or, as applicable, may be necessary to perfect a Lien on patents, patent applications, and trademark and copyright registrations and applications for registration acquired, obtained or initiated by, or granted toif earlier, the Loan Parties after the applicable date hereofof compliance with such provision)).

Collateral Documents. To the extent unremedied for a period of 10 Business Days (ai) The Pledge and Security Agreement and Collateral Assignments, after any Responsible Officer of the U.S. Borrower obtains knowledge thereof (including upon execution and delivery notice thereof by the parties thereto, will, under Agent to the governing law U.S. Borrower) or reasonably should have known thereof, create in favor any Collateral Document after delivery thereof pursuant to Section 4.01, 5.11 or 5.12 or pursuant to the Collateral Documents shall for any reason (other than pursuant to the terms thereof including as a result of a transaction permitted under Section 6.03 or 6.05, or as a result of the Agent for satisfaction in full of all the benefit of the Lenders, Obligations then due and owing (other than contingent indemnification obligations as to which no claim has been asserted)) cease to create a legal, valid and enforceable security interest in perfected lien, with the priority required by the Collateral described therein to the extent intended Documents, (or other security purported to be created thereby. (i) when UCC financing statements in the appropriate form are filed in respect of on the applicable Loan Parties in the offices of secretaries of state of those states specified in paragraph 1(aCollateral) of the Perfection Certificate, to the extent perfection can be obtained by filing UCC financing statements, the Agent (for the benefit of the Lenders) shall have a fully perfected Lien on, on and security interest in all right, title and interest any material portion of the relevant Loan Parties in Collateral purported to be covered thereby, subject to Liens permitted under Section 6.02, except to the extent that any such loss of perfection or priority results from (A) the Agent no longer having possession of certificates actually delivered to it representing securities pledged under the Collateral described therein Documents or (includingB) a UCC filing having lapsed because continuation statements were not filed in a timely manner and except as to Collateral consisting of real property to the extent that such losses are covered by a lender’s title insurance policy and such insurer has not denied coverage, or (ii) any of the Equity Interests of the U.S. Borrower ceasing to be pledged pursuant to the Security Agreement free of Liens other than Liens created by the Security Agreement or any nonconsensual Liens arising solely by operation of law, in the case of Intellectual Property, all state trademark registrations, common law trademarks and any applications for the registration of any of the foregoing, but excluding the Collateral described in the following clauses (iii) through (iv)) and, subject to Section 9-315 of the UCC, the proceeds thereof, as security for the Obligations, prior and superior in right to any other person (except for Liens permitted under Section 6.02), (ii) in the case of the Pledged Collateral, when the original stock certificates representing the Pledged Collateral are delivered to the Agent and UCC financing statements in the appropriate form are filed in respect of the applicable Loan Parties in the offices of secretaries of state of those states specified in paragraph 1(a) of the Perfection Certificate, to the extent perfection can be obtained by the deposit of the original stock certificates and the filing of UCC financing statements, the Agent (for the benefit of the Lenders) shall have a fully perfected Lien on, and security interest in all right, title and interest of the relevant Loan Parties in such Pledged Collateral and, subject to Section 9-315 of the UCC, the proceeds thereof, as security for the Obligations, prior and superior in right to any other person (except for Liens permitted under Section 6.02), (iii) in the case of any deposit or securities accounts included in the Collateral (which, for the avoidance of doubt, excludes Excluded Accounts), to the extent perfection can be obtained by entering into a Control Agreement, when a Control Agreement is entered into with respect to such deposit Equity Interests or securities accounts, the Agent (for the benefit other Collateral have an aggregate fair market value in excess of the Lenders) shall have a fully perfected Lien on, and security interest in all right, title and interest of the applicable Loan Parties in such deposit or securities accounts, as applicable, as security for the Obligations, prior and superior in right to any other person (except for Liens permitted under Section 6.02) and (iv) in the case of United States patent, United States copyright, and United States federal trademark registrations, and applications for the issuance or registration of any of the foregoing upon the recordation of a short-form security agreement in form and substance reasonably satisfactory to the Agent with the United States Patent and Trademark Office, or the United States Copyright Office, as applicable, together with the filing of UCC financing statements (together with any schedules the Agent requests that the Borrower includes to itemize such Intellectual Property included as Collateral) in the appropriate form in respect of the applicable Loan Parties in the offices of secretaries of state of those states specified in paragraph 1(a) of the Perfection Certificate, the Agent (for the benefit of the Lenders) shall have a fully perfected Lien on, and security interest in all right, title and interest of the applicable Loan Parties organized in the United States in such Intellectual Property in which a security interest may be perfected by such filing in the United States, in each case, prior and superior in right to any other Person (except for Liens permitted under Section 6.02 that have priority as a matter of law) (it being understood that subsequent recordings in the United States Patent and Trademark Office or the United States Copyright Office, as applicable, may be necessary to perfect a Lien on patents, patent applications, and trademark and copyright registrations and applications for registration acquired, obtained or initiated by, or granted to, the Loan Parties after the date hereof)$100,000,000.

Collateral Documents. (a) The Executed counterparts of the Pledge and Security Agreement and Collateral AssignmentsAgreement, upon execution and delivery thereof subject to Section 8.10, together with: (A) an executed original of each Note timely requested by the parties thereto, will, under the governing law thereof, create in favor of the Agent for the benefit of the Lenders, a legal, valid and enforceable security interest in the Collateral described therein ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇; (B) to the extent not on file with the appropriate Governmental Authority, appropriate financing statements (Form UCC-1 or such other financing statements or similar notices as shall be required by local Law) authenticated and authorized for filing under the UCC or other applicable local Law of each jurisdiction in which the filing of a financing statement or giving of notice may be required, or reasonably requested by the Collateral Agent, to perfect the security interests intended to be created thereby.by the Collateral Documents; (iC) when UCC to the extent not already delivered, copies of reports from CT Corporation or another independent search service reasonably satisfactory to the Collateral Agent listing all effective financing statements, notices of tax, PBGC or judgment liens or similar notices that name any of the Company or any other Credit Party (under its present name and any previous name and, if requested by the Collateral Agent, under any trade names), as debtor or seller that are filed in the jurisdictions referred to in sub-clause (B) above (regardless of whether or not financing statements are then on file) or in any other jurisdiction having files which must be searched in order to determine fully the existence of the UCC security interests, notices of the filing of federal tax Liens (filed pursuant to Section 6323 of the Code), Liens of the PBGC (filed pursuant to Section 4068 of ERISA) or judgment Liens on any Collateral, together with copies of such financing statements, notices of tax, PBGC or judgment Liens or similar notices (none of which shall cover the Collateral except to the extent evidencing Permitted Liens or for which the Collateral Agent shall have received termination statements (Form UCC-3 or such other termination statements as shall be required by local Law) authenticated and authorized for filing); (D) to the extent not already delivered to the Collateral Agent, searches of ownership of intellectual property in the appropriate form are filed in respect of governmental offices and such patent, trademark and/or copyright filings as may be requested by the applicable Loan Parties in the offices of secretaries of state of those states specified in paragraph 1(a) of the Perfection Certificate, Collateral Agent to the extent perfection can be obtained by filing UCC financing statements, necessary or reasonably advisable to perfect the Agent (for the benefit of the Lenders) shall have a fully perfected Lien on, and Collateral Agent’s security interest in all right, title and interest of intellectual property Collateral; (E) to the relevant Loan Parties in extent not previously delivered to the Collateral described therein (including, in the case of Intellectual PropertyAgent, all state trademark registrations, common law trademarks and any applications for the registration of any of the foregoing, but excluding the Collateral described in the following clauses (ii) through (iv)) and, subject to Section 9-315 of the UCC, the proceeds thereof, as security for the Obligations, prior and superior in right to any other person (except for Liens permitted under Section 6.02), (ii) in the case of the Pledged Collateral, when the original stock certificates representing the which Pledged Collateral are delivered to the Agent and UCC financing statements shall be in the appropriate suitable form are filed for transfer by delivery, or shall be accompanied by duly executed instruments of transfer or assignment in respect of the applicable Loan Parties blank, with signatures appropriately guaranteed, accompanied in the offices of secretaries of state of those states specified in paragraph 1(a) of the Perfection Certificateeach case by any required transfer tax stamps, to the extent perfection can be obtained by the deposit of the original stock certificates and the filing of UCC financing statements, the Agent (for the benefit of the Lenders) shall have a fully perfected Lien on, and security interest in all right, title and interest of the relevant Loan Parties in such Pledged Collateral and, subject to Section 9-315 of the UCC, the proceeds thereof, as security for the Obligations, prior and superior in right to any other person (except for Liens permitted under Section 6.02), (iii) in the case of any deposit or securities accounts included in the Collateral (which, for the avoidance of doubt, excludes Excluded Accounts), to the extent perfection can be obtained by entering into a Control Agreement, when a Control Agreement is entered into with respect to such deposit or securities accounts, the Agent (for the benefit of the Lenders) shall have a fully perfected Lien on, and security interest in all right, title and interest of the applicable Loan Parties in such deposit or securities accounts, as applicable, as security for the Obligations, prior and superior in right to any other person (except for Liens permitted under Section 6.02) and (iv) in the case of United States patent, United States copyright, and United States federal trademark registrations, and applications for the issuance or registration of any of the foregoing upon the recordation of a short-form security agreement in form and substance reasonably satisfactory to the Agent with the United States Patent and Trademark Office, or the United States Copyright Office, as applicable, together with the filing of UCC financing statements Collateral Agent; and (together with any schedules the Agent requests that the Borrower includes to itemize such Intellectual Property included as CollateralF) in the appropriate form in respect evidence of the applicable Loan Parties in completion of all other filings and recordings of or with respect to the offices Collateral Documents and of secretaries of state of those states specified in paragraph 1(a) of the Perfection Certificate, the Agent (for the benefit of the Lenders) shall have a fully perfected Lien on, and security interest in all right, title and interest of the applicable Loan Parties organized in the United States in such Intellectual Property in which a security interest may be perfected by such filing in the United States, in each case, prior and superior in right to any other Person (except for Liens permitted under Section 6.02 that have priority actions as a matter of law) (it being understood that subsequent recordings in the United States Patent and Trademark Office or the United States Copyright Office, as applicable, may be necessary or, in the opinion of the Collateral Agent, desirable to perfect a Lien on patentsthe security interests intended to be created by the Collateral Documents (including receipt of duly executed payoff letters, patent applications, UCC-3 termination statements and trademark landlords’ and copyright registrations bailees’ waiver and applications for registration acquired, obtained or initiated by, or granted to, the Loan Parties after the date hereofconsent agreements).

Collateral Documents. (ai) The Pledge and Security Agreement and Any Collateral Assignments, upon execution and Document after delivery thereof by the parties thereto, will, under the governing law thereof, create in favor of the Agent pursuant to Section 4.01 or 6.11 shall for the benefit of the Lenders, a legal, valid and enforceable security interest in the Collateral described therein any reason (other than pursuant to the extent intended terms hereof or thereof including as a result of a transaction permitted under Section 7.04 or 7.05) cease to create, or any Lien purported to be created thereby. by any Collateral Document shall be asserted in writing by any Loan Party not to be, a valid and perfected lien, with the priority required by the Collateral Documents (i) when UCC financing statements in the appropriate form are filed in respect of or other security purported to be created on the applicable Loan Parties in the offices of secretaries of state of those states specified in paragraph 1(aCollateral) of the Perfection Certificate, to the extent perfection can be obtained by filing UCC financing statements, the Agent (for the benefit of the Lenders) shall have a fully perfected Lien on, on and security interest in all right, title and interest any material portion of the relevant Loan Parties in the Collateral described therein (including, in the case of Intellectual Property, all state trademark registrations, common law trademarks and any applications for the registration of any of the foregoing, but excluding the Collateral described in the following clauses (ii) through (iv)) andpurported to be covered thereby, subject to Section 9-315 of the UCC, the proceeds thereof, as security for the Obligations, prior and superior in right to any other person (except for Liens permitted under Section 6.02)7.01, except to the extent that any such loss of perfection or priority results from the failure of the Administrative Agent or the Collateral Agent to maintain possession of certificates actually delivered to it representing securities pledged under the Collateral Documents or to file Uniform Commercial Code continuation statements and except as to Collateral consisting of real property to the extent that such losses are covered by a lender’s title insurance policy and such insurer has not denied coverage, or (ii) in the case of the Pledged Collateral, when the original stock certificates representing the Pledged Collateral are delivered to the Agent and UCC financing statements in the appropriate form are filed in respect of the applicable Loan Parties in the offices of secretaries of state of those states specified in paragraph 1(a) of the Perfection Certificate, to the extent perfection can be obtained by the deposit of the original stock certificates and the filing of UCC financing statements, the Agent (for the benefit of the Lenders) shall have a fully perfected Lien on, and security interest in all right, title and interest of the relevant Loan Parties in such Pledged Collateral and, subject to Section 9-315 of the UCC, the proceeds thereof, as security for the Obligations, prior and superior in right to any other person (except for Liens permitted under Section 6.02), (iii) in the case of any deposit or securities accounts included in the Collateral (which, for the avoidance of doubt, excludes Excluded Accounts), to the extent perfection can be obtained by entering into a Control Agreement, when a Control Agreement is entered into with respect to such deposit or securities accounts, the Agent (for the benefit of the Lenders) shall have a fully perfected Lien on, and security interest in all right, title and interest of the applicable Loan Parties in such deposit or securities accounts, as applicable, as security for the Obligations, prior and superior in right to any other person (except for Liens permitted under Section 6.02) and (iv) in the case of United States patent, United States copyright, and United States federal trademark registrations, and applications for the issuance or registration of any of the foregoing upon Equity Interests of the recordation of a short-form security agreement in form and substance reasonably satisfactory Borrower ceasing to be pledged pursuant to the Agent with the United States Patent and Trademark Office, or the United States Copyright Office, as applicable, together with the filing Security Agreement free of UCC financing statements (together with any schedules the Agent requests that the Borrower includes to itemize such Intellectual Property included as Collateral) in the appropriate form in respect of the applicable Loan Parties in the offices of secretaries of state of those states specified in paragraph 1(a) of the Perfection Certificate, the Agent (for the benefit of the Lenders) shall have a fully perfected Lien on, and security interest in all right, title and interest of the applicable Loan Parties organized in the United States in such Intellectual Property in which a security interest may be perfected by such filing in the United States, in each case, prior and superior in right to any Liens other Person (except for than Liens permitted under Section 6.02 that have priority as a matter by the ABL Intercreditor Agreement, First Lien Intercreditor Agreement (if any) and the Second Lien Intercreditor Agreement (if any) or any nonconsensual Liens arising solely by operation of law) (it being understood that subsequent recordings in the United States Patent and Trademark Office or the United States Copyright Office, as applicable, may be necessary to perfect a Lien on patents, patent applications, and trademark and copyright registrations and applications for registration acquired, obtained or initiated by, or granted to, the Loan Parties after the date hereof).Law; or

Collateral Documents. (a) The Pledge and Security Agreement and provisions of each of the Collateral Assignments, upon execution and delivery thereof by the parties thereto, will, under the governing law thereof, Documents are effective to create in favor of the Agent for the benefit of the Lenders, a legal, valid and enforceable security interest in the Collateral described therein to the extent intended to be created thereby. (i) when UCC financing statements in the appropriate form are filed in respect of the applicable Loan Parties in the offices of secretaries of state of those states specified in paragraph 1(a) of the Perfection Certificate, to the extent perfection can be obtained by filing UCC financing statements, the Agent (for the benefit of the Lenders) shall have a fully perfected Lien on, and first priority security interest in all right, title and interest of the relevant Loan Parties Company and its Subsidiaries in the Collateral collateral described therein (including, in the case of Intellectual Property, all state trademark registrations, common law trademarks and any applications for the registration of any of the foregoing, but excluding the Collateral described in the following clauses (ii) through (iv)) andtherein, subject to Section 9-315 of the UCC, the proceeds thereof, as security for the Obligations, prior and superior in right only to any other person Permitted Liens. (except for Liens permitted under Section 6.02), (iib) in the case of the Pledged Collateral, Each Mortgage when the original stock certificates representing the Pledged Collateral are delivered will be effective to grant to the Agent and UCC financing statements in the appropriate form are filed in respect of the applicable Loan Parties in the offices of secretaries of state of those states specified in paragraph 1(a) of the Perfection Certificate, to the extent perfection can be obtained by the deposit of the original stock certificates and the filing of UCC financing statements, the Agent (for the benefit of the Lenders) shall Lenders a legal, valid and enforceable lien on all the right, title and interest of the mortgagor under such Mortgage in the mortgaged property described therein. When each such Mortgage is duly recorded in the offices listed on the schedule to such Mortgage and the mortgage recording fees and taxes in respect thereof are paid and compliance is otherwise had with the formal requirements of state law applicable to the recording of real estate mortgages generally, each such mortgaged property, subject to the encumbrances and exceptions to title set forth therein and any Permitted Liens and except as noted in the title policies delivered to the Agent pursuant to Section 5.01, is subject to a legal, valid, enforceable and perfected first priority lien; and when financing statements have been filed in the offices specified in such Mortgage, such Mortgage also creates a fully legal, valid, enforceable and perfected Lien first lien on, and security interest in in, all right, title and interest of the relevant Loan Parties Company or such Subsidiary under such Mortgage in all personal property and fixtures covered by such Pledged Collateral andMortgage, subject to no other Liens, except the encumbrances and exceptions to title set forth therein, as noted in the title policies delivered to the Agent pursuant to Section 9-315 5.01 and Permitted Liens. (c) All representations and warranties of the UCC, the proceeds thereof, as security for the Obligations, prior Company and superior in right to any other person (except for Liens permitted under Section 6.02), (iii) in the case of any deposit or securities accounts included its Subsidiaries party thereto contained in the Collateral (which, for the avoidance of doubt, excludes Excluded Accounts), to the extent perfection can be obtained by entering into a Control Agreement, when a Control Agreement is entered into with respect to such deposit or securities accounts, the Agent (for the benefit of the Lenders) shall have a fully perfected Lien on, Documents are true and security interest in all right, title and interest of the applicable Loan Parties in such deposit or securities accounts, as applicable, as security for the Obligations, prior and superior in right to any other person (except for Liens permitted under Section 6.02) and (iv) in the case of United States patent, United States copyright, and United States federal trademark registrations, and applications for the issuance or registration of any of the foregoing upon the recordation of a short-form security agreement in form and substance reasonably satisfactory to the Agent with the United States Patent and Trademark Office, or the United States Copyright Office, as applicable, together with the filing of UCC financing statements (together with any schedules the Agent requests that the Borrower includes to itemize such Intellectual Property included as Collateral) in the appropriate form in respect of the applicable Loan Parties in the offices of secretaries of state of those states specified in paragraph 1(a) of the Perfection Certificate, the Agent (for the benefit of the Lenders) shall have a fully perfected Lien on, and security interest in all right, title and interest of the applicable Loan Parties organized in the United States in such Intellectual Property in which a security interest may be perfected by such filing in the United States, in each case, prior and superior in right to any other Person (except for Liens permitted under Section 6.02 that have priority as a matter of law) (it being understood that subsequent recordings in the United States Patent and Trademark Office or the United States Copyright Office, as applicable, may be necessary to perfect a Lien on patents, patent applications, and trademark and copyright registrations and applications for registration acquired, obtained or initiated by, or granted to, the Loan Parties after the date hereof)correct.

Collateral Documents. (a) The Pledge and Security Agreement and Collateral AssignmentsDocuments, upon execution and delivery thereof executed by the parties theretoCompany and each Subsidiary party to such Collateral Document, willin appropriate form for recording, under where necessary, together with: (i) acknowledgment copies of all UCC-l financing statements filed, registered or recorded to perfect the governing law thereof, create in favor security interests of the Collateral Agent for the benefit of the LendersBanks, a legalor other evidence satisfactory to the Agent that there has been or will be filed, valid registered or recorded all financing statements and enforceable security interest in other filings, registrations and recordings necessary and advisable to perfect the Liens of the Collateral described therein to the extent intended to be created thereby. (i) when UCC financing statements in the appropriate form are filed in respect of the applicable Loan Parties in the offices of secretaries of state of those states specified in paragraph 1(a) of the Perfection Certificate, to the extent perfection can be obtained by filing UCC financing statements, the Agent (for the benefit of the Lenders) shall have a fully perfected Lien on, and security interest Banks in all right, title and interest of the relevant Loan Parties in the Collateral described therein (including, in the case of Intellectual Property, all state trademark registrations, common law trademarks and any applications for the registration of any of the foregoing, but excluding the Collateral described in the following clauses accordance with applicable law; (ii) through (iv)) andwritten advice relating to such Lien and judgment searches as the Collateral Agent shall have requested of the Company, and such termination statements or other documents as may be necessary to confirm that the Collateral is subject to Section 9-315 no other Liens in favor of the UCC, the proceeds thereof, as security for the Obligations, prior any Persons (other than Permitted Liens); (iii) all certificates and superior in right to any other person (except for Liens permitted under Section 6.02), (ii) in the case of instruments representing the Pledged Collateral, when stock transfer powers executed in blank as the original stock certificates representing Collateral Agent or the Pledged Banks may specify; (iv) evidence that all other actions necessary or, in the opinion of the Collateral are delivered Agent or the Banks, desirable to perfect and protect the first priority security interest created by the Collateral Documents have been taken; (v) funds sufficient to pay any filing or recording tax or fee in connection with any and all UCC-1 financing statements; (vi) evidence that the Collateral Agent has been named as loss payee under all policies of casualty insurance, and as additional insured under all policies of liability insurance; (vii) such consents, estoppels, subordination agreements and other documents and instruments executed by landlords, tenants and other Persons party to material contracts relating to any Collateral as to which the Agent and UCC financing statements in the appropriate form are filed in respect of the applicable Loan Parties in the offices of secretaries of state of those states specified in paragraph 1(a) of the Perfection Certificate, to the extent perfection can shall be obtained by the deposit of the original stock certificates and the filing of UCC financing statements, the Agent (granted a Lien for the benefit of the LendersBanks, as requested by the Agent or any Bank; and (viii) shall have a fully perfected evidence that all other actions necessary or, in the opinion of the Collateral Agent or the Banks, desirable to perfect and protect the first priority Lien oncreated by the Collateral Documents, and security interest in all right, title and interest of the relevant Loan Parties in such Pledged Collateral and, subject to Section 9-315 of the UCC, the proceeds thereof, as security for the Obligations, prior and superior in right to any other person (except for Liens permitted under Section 6.02), (iii) in the case of any deposit or securities accounts included in enhance the Collateral (which, for the avoidance of doubt, excludes Excluded Accounts), Agent's ability to preserve and protect its interests in and access to the extent perfection can be obtained by entering into a Control AgreementCollateral, when a Control Agreement is entered into with respect to such deposit or securities accounts, the Agent (for the benefit of the Lenders) shall have a fully perfected Lien on, and security interest in all right, title and interest of the applicable Loan Parties in such deposit or securities accounts, as applicable, as security for the Obligations, prior and superior in right to any other person (except for Liens permitted under Section 6.02) and (iv) in the case of United States patent, United States copyright, and United States federal trademark registrations, and applications for the issuance or registration of any of the foregoing upon the recordation of a short-form security agreement in form and substance reasonably satisfactory to the Agent with the United States Patent and Trademark Office, or the United States Copyright Office, as applicable, together with the filing of UCC financing statements (together with any schedules the Agent requests that the Borrower includes to itemize such Intellectual Property included as Collateral) in the appropriate form in respect of the applicable Loan Parties in the offices of secretaries of state of those states specified in paragraph 1(a) of the Perfection Certificate, the Agent (for the benefit of the Lenders) shall have a fully perfected Lien on, and security interest in all right, title and interest of the applicable Loan Parties organized in the United States in such Intellectual Property in which a security interest may be perfected by such filing in the United States, in each case, prior and superior in right to any other Person (except for Liens permitted under Section 6.02 that have priority as a matter of law) (it being understood that subsequent recordings in the United States Patent and Trademark Office or the United States Copyright Office, as applicable, may be necessary to perfect a Lien on patents, patent applications, and trademark and copyright registrations and applications for registration acquired, obtained or initiated by, or granted to, the Loan Parties after the date hereof).been taken;

Collateral Documents. (a) The Pledge provisions of each of the Collateral Documents (other than the Mortgages, subject to (b) below, and Security Agreement and Collateral Assignments, upon execution and delivery thereof by the parties thereto, will, under the governing law thereof, collateral assignments of tenant's rights in leases) are effective to create in favor of the Agent Collateral Agent, for the benefit of the LendersSecured Creditors, a legal, valid and enforceable security interest in the Collateral described therein to the extent intended to be created thereby. (i) when UCC financing statements in the appropriate form are filed in respect of the applicable Loan Parties in the offices of secretaries of state of those states specified in paragraph 1(a) of the Perfection Certificate, to the extent perfection can be obtained by filing UCC financing statements, the Agent (for the benefit of the Lenders) shall have a fully perfected Lien on, and security interest in all right, title and interest of the relevant Loan Parties Borrower and its Subsidiaries in the Collateral described therein therein; and financing statements have been filed (includingor, in the case of Intellectual PropertyUCC-1 financing statements delivered on the Closing Date, all state trademark registrations, common law trademarks executed and any applications for the registration of any of the foregoing, but excluding the Collateral described delivered in the following clauses (ii) through (iv)) and, subject to Section 9-315 of the UCC, the proceeds thereof, as security proper form for the Obligations, prior and superior in right to any other person (except for Liens permitted under Section 6.02), (iifiling) in the case offices in all of the Pledged Collateral, when jurisdictions listed in the original stock certificates representing the Pledged Collateral are delivered schedules to the Agent Guarantee and UCC financing statements in the appropriate form are filed in respect of the applicable Loan Parties in the offices of secretaries of state of those states specified in paragraph 1(aCollateral Agreement. (b) of the Perfection Certificate, Each Mortgage when delivered will be effective to grant to the extent perfection can be obtained by the deposit of the original stock certificates and the filing of UCC financing statements, the Collateral Agent (for the benefit of the Lenders) Secured Creditors, a legal, valid and enforceable mortgage lien on all the right, title and interest of the mortgagor under such Mortgage in the real property and fixtures described therein. When each such Mortgage is duly recorded in the appropriate land records offices and the mortgage recording fees and taxes in respect thereof are paid and compliance is otherwise had with the formal requirements of state law applicable to the recording of real estate mortgages generally, each such Mortgage shall have constitute a fully perfected Lien mortgage lien on such mortgaged property, subject to the encumbrances and exceptions to title set forth therein and except as noted in the title policies and title endorsements thereto delivered to the Collateral Agent and described in Exhibit F, and such Mortgage also creates a legal, valid, enforceable and perfected first lien on, and security interest in in, all right, title and interest of the relevant Loan Parties Borrower or such Subsidiary under such Mortgage in all fixtures which are covered by such Pledged Collateral andMortgage, subject to Section 9-315 no other Liens, except the encumbrances and exceptions to title set forth therein and except as noted in the title policies and title endorsements thereto delivered to the Collateral Agent and described in Exhibit F and Permitted Liens. (c) The provisions of the UCCGuarantee and Collateral Agreement, after giving effect to (i) the delivery to the Collateral Agent of the certificates representing the certificated shares of the capital stock and other equity interests of the Subsidiaries described in the Guarantee and Collateral Agreement (the "Pledged Stock") accompanied by appropriate undated stock powers executed in blank, (ii) the registration of the Pledged Partnership Interests (as defined in the Guarantee and Collateral Agreement and, together with the Pledged Stock, the proceeds thereof, "Pledged Securities") pursuant to the forms attached as security for exhibits to the Obligations, prior Guarantee and superior in right to any other person (except for Liens permitted under Section 6.02), Collateral Agreement and (iii) the filing of UCC-1 financing statements in the case offices set forth on the schedules to such Guarantee and Collateral Agreement, shall be effective to create, in favor of any deposit or securities accounts included in the Collateral (whichAgent, for the avoidance of doubt, excludes Excluded Accounts), to the extent perfection can be obtained by entering into a Control Agreement, when a Control Agreement is entered into with respect to such deposit or securities accounts, the Agent (for the ratable benefit of the Lenders) shall have Secured Creditors, a fully perfected first Lien on, and security interest in in, all right, title and interest of Borrower and the applicable Loan Parties Guarantors in such deposit or securities accountsthe "Collateral", as applicable, as security for defined in the Obligations, prior Guarantee and superior in right to any other person Collateral Agreement (except for Liens permitted under Section 6.02) and (iv) in the case of United States patent, United States copyrightPermitted Liens), and United States federal trademark registrationsthe Pledged Stock has been delivered, and applications for the issuance or registration of any of the foregoing upon the recordation of a short-form security agreement in form and substance reasonably satisfactory where applicable, to the Collateral Agent with the United States Patent and Trademark Office, or the United States Copyright Office, as applicable, together with the filing of UCC financing statements (together with any schedules the Agent requests that the Borrower includes to itemize such Intellectual Property included as Collateral) in the appropriate form in respect of the applicable Loan Parties in the offices of secretaries of state of those states specified in paragraph 1(a) of the Perfection Certificate, the Agent (for the benefit of the Lenders) shall have a fully perfected Lien on, and security interest in all right, title and interest of the applicable Loan Parties organized in the United States in such Intellectual Property in which a security interest may be perfected by such filing in the United States, in each case, prior and superior in right to any other Person (except for Liens permitted under Section 6.02 that have priority as a matter of law) (it being understood that subsequent recordings in the United States Patent and Trademark Office or the United States Copyright Office, as applicable, may be necessary to perfect a Lien on patents, patent applications, and trademark and copyright registrations and applications for registration acquired, obtained or initiated by, or granted to, the Loan Parties after the date hereof)its nominee.

Collateral Documents. (a) The Subject to Section 8.10, executed counterparts of the Pledge and Security Agreement and Collateral Assignmentseach European Security Agreement, upon execution and delivery thereof together with: (A) an executed original of each Note timely requested by the parties thereto, will, under the governing law thereof, create in favor of the Agent for the benefit of the Lenders, a legal, valid and enforceable security interest in the Collateral described therein Lender hereunder; (B) to the extent not on file with the appropriate Governmental Authority, appropriate financing statements (Form UCC-1 or such other financing statements or similar notices as shall be required by local Law) authenticated and authorized for filing under the UCC or other applicable local Law of each jurisdiction in which the filing of a financing statement or giving of notice may be required, or reasonably requested by the relevant Collateral Agent, to perfect the security interests intended to be created thereby.by the Collateral Documents; (iC) when UCC to the extent not already delivered, copies of reports from CT Corporation or another independent search service reasonably satisfactory to the relevant Collateral Agent listing all effective financing statements, notices of tax, PBGC or judgment liens or similar notices that name any of the Company or any other Credit Party (under its present name and any previous name and, if requested by the relevant Collateral Agent, under any trade names), as debtor or seller that are filed in the jurisdictions referred to in clause (ii)(B) above (regardless of whether or not financing statements are then on file) or in any other jurisdiction having files which must be searched in order to determine fully the existence of the UCC security interests, notices of the filing of federal tax Liens (filed pursuant to Section 6323 of the Code), Liens of the PBGC (filed pursuant to Section 4068 of ERISA) or judgment Liens on any Collateral, together with copies of such financing statements, notices of tax, PBGC or judgment Liens or similar notices (none of which shall cover the Collateral except to the extent evidencing Permitted Liens or for which the relevant Collateral Agent shall have received termination statements (Form UCC-3 or such other termination statements as shall be required by local Law) authenticated and authorized for filing); (D) to the extent not already delivered to the U.S. Collateral Agent, searches of ownership of intellectual property in the appropriate form are filed in respect of governmental offices and such patent, trademark and/or copyright filings as may be requested by the applicable Loan Parties in the offices of secretaries of state of those states specified in paragraph 1(a) of the Perfection Certificate, U.S. Collateral Agent to the extent perfection can be obtained by filing UCC financing statements, necessary or reasonably advisable to perfect the Agent (for the benefit of the Lenders) shall have a fully perfected Lien on, and U.S. Collateral Agent’s security interest in all right, title and interest of intellectual property Collateral; (E) to the relevant Loan Parties in extent not previously delivered to the U.S. Collateral described therein (including, in the case of Intellectual PropertyAgent, all state trademark registrations, common law trademarks and any applications for the registration of any of the foregoing, but excluding the Collateral described in the following clauses (ii) through (iv)) and, subject to Section 9-315 of the UCC, the proceeds thereof, as security for the Obligations, prior and superior in right to any other person (except for Liens permitted under Section 6.02), (ii) in the case of the Pledged Collateral, when the original stock certificates representing the which Pledged Collateral are delivered to the Agent and UCC financing statements shall be in the appropriate suitable form are filed for transfer by delivery, or shall be accompanied by duly executed instruments of transfer or assignment in respect of the applicable Loan Parties blank, with signatures appropriately guaranteed, accompanied in the offices of secretaries of state of those states specified in paragraph 1(a) of the Perfection Certificateeach case by any required transfer tax stamps, to the extent perfection can be obtained by the deposit of the original stock certificates and the filing of UCC financing statements, the Agent (for the benefit of the Lenders) shall have a fully perfected Lien on, and security interest in all right, title and interest of the relevant Loan Parties in such Pledged Collateral and, subject to Section 9-315 of the UCC, the proceeds thereof, as security for the Obligations, prior and superior in right to any other person (except for Liens permitted under Section 6.02), (iii) in the case of any deposit or securities accounts included in the Collateral (which, for the avoidance of doubt, excludes Excluded Accounts), to the extent perfection can be obtained by entering into a Control Agreement, when a Control Agreement is entered into with respect to such deposit or securities accounts, the Agent (for the benefit of the Lenders) shall have a fully perfected Lien on, and security interest in all right, title and interest of the applicable Loan Parties in such deposit or securities accounts, as applicable, as security for the Obligations, prior and superior in right to any other person (except for Liens permitted under Section 6.02) and (iv) in the case of United States patent, United States copyright, and United States federal trademark registrations, and applications for the issuance or registration of any of the foregoing upon the recordation of a short-form security agreement in form and substance reasonably satisfactory to the Agent with the United States Patent and Trademark Office, or the United States Copyright Office, as applicable, together with the filing of UCC financing statements U.S. Collateral Agent; and (together with any schedules the Agent requests that the Borrower includes to itemize such Intellectual Property included as CollateralF) in the appropriate form in respect evidence of the applicable Loan Parties in completion of all other filings and recordings of or with respect to the offices Collateral Documents and of secretaries of state of those states specified in paragraph 1(a) of the Perfection Certificate, the Agent (for the benefit of the Lenders) shall have a fully perfected Lien on, and security interest in all right, title and interest of the applicable Loan Parties organized in the United States in such Intellectual Property in which a security interest may be perfected by such filing in the United States, in each case, prior and superior in right to any other Person (except for Liens permitted under Section 6.02 that have priority actions as a matter of law) (it being understood that subsequent recordings in the United States Patent and Trademark Office or the United States Copyright Office, as applicable, may be necessary or, in the opinion of the relevant Collateral Agent, desirable to perfect a Lien on patentsthe security interests intended to be created by the Collateral Documents (including receipt of duly executed payoff letters, patent applications, UCC-3 termination statements and trademark landlords’ and copyright registrations bailees’ waiver and applications for registration acquired, obtained or initiated by, or granted to, the Loan Parties after the date hereofconsent agreements).

Collateral Documents. (a) The Pledge and Security Agreement and Any Collateral Assignments, upon execution and Document after delivery thereof by pursuant to Article IV or Section 6.12 shall for any reason (other than pursuant to the parties thereto, will, under the governing law terms hereof or thereof, ) cease to create in favor of the Agent for the benefit of the Lenders, a legal, valid and enforceable security interest in the Collateral described therein perfected (subject to the extent intended to be created thereby. (i) when UCC financing statements in the appropriate form are filed in respect of the applicable Loan Parties in the offices of secretaries of state of those states specified in paragraph 1(aSection 4.7(b) of the Perfection Certificate, to the extent perfection can be obtained by filing UCC financing statements, the Agent (for the benefit of the Lenders) shall have a fully perfected Lien on, and security interest in all right, title and interest of the relevant Loan Parties in the Collateral described therein (including, Security Agreement in the case of Intellectual PropertyIP Rights) first priority Lien (subject to Permitted Prior Liens) on any material portion of the Collateral purported to be covered thereby, in each case for any reason other than the Administrative Agent’s failure to maintain possession of any equity certificates or other instruments delivered to it under the Collateral Documents; provided that, for purposes of this clause (l), all state trademark registrations, common law trademarks and or any applications for the registration of any of the foregoing, but excluding the Collateral described in the following clauses (ii) through (iv)) and, subject to Section 9-315 of the UCC, the proceeds thereof, as security for the Obligations, prior and superior in right to any other person (except for Liens permitted under Section 6.02), (ii) in the case portion of the Pledged Equity shall be deemed to be a material portion of the Collateral, when the original stock certificates representing the Pledged Collateral are delivered . Notwithstanding anything to the Agent and UCC financing statements contrary contained in this Article VIII, in the appropriate form are filed in respect event that the Borrower fails to comply with the requirements of Section 7.11, until the expiration of the applicable Loan Parties in tenth day subsequent to the offices of secretaries of state of those states specified in paragraph 1(adate the certificate calculating such compliance is required to be delivered pursuant to Section 6.02(a) (the period from such failure to comply to such tenth day, the “Cure Period”), the Borrower shall have the right to issue Permitted Cure Securities for cash or otherwise receive cash contributions to the capital of the Perfection CertificateBorrower (collectively, the “Cure Right”), and upon the receipt by the Borrower of such cash (the “Cure Amount”) pursuant to the extent perfection can be obtained exercise by the deposit Borrower of such Cure Right compliance with the original stock certificates covenants set forth in Section 7.11 shall be recalculated giving effect to the following pro forma adjustments: (a) Borrower Cash Flow shall be increased, solely for the purpose of measuring compliance with Section 7.11 and not for any other purpose under this Agreement, by an amount equal to the filing of UCC financing statementsCure Amount; and (b) if, after giving effect to the foregoing recalculations, the Agent (for Borrower shall then be in compliance with the benefit requirements of Section 7.11, the Lenders) Borrower shall be deemed to have a fully perfected Lien on, and security interest in all right, title and interest satisfied the requirements of Section 7.11 as of the relevant Loan Parties date of determination with the same effect as though there had been no failure to comply therewith at such date, and the applicable breach or default of Section 7.11 that had occurred shall be deemed cured for the purposes of this Agreement. Notwithstanding anything herein to the contrary, (a) in such Pledged Collateral andeach two-fiscal-quarter period there shall be at least one fiscal quarter in which the Cure Right is not exercised, subject to (b) in each eight-fiscal-quarter period, there shall be a period of at least four consecutive fiscal quarters during which the Cure Right is not exercised, (c) the Cure Amount shall be no greater than the amount required for purposes of complying with Section 9-315 7.11 as of the UCC, the proceeds thereof, as security for the Obligations, prior relevant date of determination and superior in right to any other person (except for Liens permitted under Section 6.02), d) no more than five (iii5) Cure Rights may be exercised in the case of any deposit or securities accounts included in the Collateral (which, for the avoidance of doubt, excludes Excluded Accounts), to the extent perfection can be obtained by entering into a Control Agreement, when a Control Agreement is entered into with respect to such deposit or securities accounts, the Agent (for the benefit of the Lenders) shall have a fully perfected Lien on, and security interest in all right, title and interest of the applicable Loan Parties in such deposit or securities accounts, as applicable, as security for the Obligations, prior and superior in right to any other person (except for Liens permitted under Section 6.02) and (iv) in the case of United States patent, United States copyright, and United States federal trademark registrations, and applications for the issuance or registration of any of the foregoing upon the recordation of a short-form security agreement in form and substance reasonably satisfactory to the Agent with the United States Patent and Trademark Office, or the United States Copyright Office, as applicable, together with the filing of UCC financing statements (together with any schedules the Agent requests that the Borrower includes to itemize such Intellectual Property included as Collateral) in the appropriate form in respect of the applicable Loan Parties in the offices of secretaries of state of those states specified in paragraph 1(a) of the Perfection Certificate, the Agent (for the benefit of the Lenders) shall have a fully perfected Lien on, and security interest in all right, title and interest of the applicable Loan Parties organized in the United States in such Intellectual Property in which a security interest may be perfected by such filing in the United States, in each case, prior and superior in right to any other Person (except for Liens permitted under Section 6.02 that have priority as a matter of law) (it being understood that subsequent recordings in the United States Patent and Trademark Office or the United States Copyright Office, as applicable, may be necessary to perfect a Lien on patents, patent applications, and trademark and copyright registrations and applications for registration acquired, obtained or initiated by, or granted to, the Loan Parties after the date hereof)aggregate.

Collateral Documents. The Borrower will, and will cause each Guarantor to, promptly (ai) The Pledge execute and Security Agreement deliver such Collateral Documents and other documents, within 10 days after the date hereof, as the Agent agreed at closing could be delivered post closing, including without limitation board resolutions of SOFEDIT, (ii) execute and deliver additional Collateral AssignmentsDocuments, upon execution and delivery thereof within 10 days after request therefor by the parties theretoAgent, willsufficient to grant to the Agent liens and security interests, under securing the governing law thereofSecured Obligations, create in favor any present or after acquired Collateral, and including without limitation , and (iii) cause each Person becoming a Subsidiary of the Borrower or any other Guarantor from time to time to execute and deliver to the Lenders and the Agent, within 10 days after such Person becomes a Subsidiary, a Guaranty and other Collateral Documents, together with other related documents described in Article IV sufficient to grant to the Agent for the benefit of the LendersLenders and the Agent liens and security interests in all Collateral securing the Secured Obligations. The Borrower shall notify the Agent, within 10 days after the occurrence thereof, of the acquisition of any Collateral that is not subject to the existing Collateral Documents, any Person becoming a legalSubsidiary and any other event or condition, valid other than the passage of time, that may require additional action of any nature in order to preserve the effectiveness and enforceable perfected status of the liens and security interest in interests of the Agent with respect to all Collateral pursuant to the Collateral described therein to Documents, including without limitation delivering the extent intended to be created thereby. (i) when UCC financing statements in the appropriate form are filed in respect originals of the applicable Loan Parties in the offices of secretaries of state of those states specified in paragraph 1(a) of the Perfection Certificate, to the extent perfection can be obtained by filing UCC financing statements, the Agent (for the benefit of the Lenders) shall have a fully perfected Lien on, all promissory notes and security interest in all right, title and interest of the relevant Loan Parties in the Collateral described therein (including, in the case of Intellectual Property, all state trademark registrations, common law trademarks and any applications for the registration of any of the foregoing, but excluding the Collateral described in the following clauses (ii) through (iv)) and, subject to Section 9-315 of the UCC, the proceeds thereof, as security for the Obligations, prior and superior in right to any other person (except for Liens permitted under Section 6.02), (ii) in the case of the Pledged Collateral, when the original stock certificates representing the Pledged Collateral are delivered instruments to the Agent and UCC financing statements in delivering the appropriate form are filed in respect originals of all stock certificates or other certificates evidencing any Capital Stock which is Collateral at any time. Additionally, without limiting the applicable Loan Parties in foregoing, the offices of secretaries of state of those states specified in paragraph 1(a) of the Perfection Certificate, Borrower agrees to the extent perfection can be obtained deliver such environmental reports as reasonably required by the deposit of Agent in connection with any real property acquired the original stock certificates and the filing of UCC financing statements, the Agent (for the benefit of the Lenders) shall have a fully perfected Lien on, and security interest in all right, title and interest of the relevant Loan Parties in such Pledged Collateral and, subject to Section 9-315 of the UCC, the proceeds thereof, as security for the Obligations, prior and superior in right to any other person (except for Liens permitted under Section 6.02), (iii) in the case of any deposit Borrower or securities accounts included in the Collateral (which, for the avoidance of doubt, excludes Excluded Accounts), to the extent perfection can be obtained by entering into a Control Agreement, when a Control Agreement is entered into with respect to such deposit or securities accounts, the Agent (for the benefit of the Lenders) shall have a fully perfected Lien on, and security interest in all right, title and interest of the applicable Loan Parties in such deposit or securities accounts, as applicable, as security for the Obligations, prior and superior in right to any other person (except for Liens permitted under Section 6.02) and (iv) in the case of United States patent, United States copyright, and United States federal trademark registrations, and applications for the issuance or registration of any of the foregoing upon the recordation of a short-form security agreement in form and substance reasonably satisfactory to the Agent with the United States Patent and Trademark Office, or the United States Copyright Office, as applicable, together with the filing of UCC financing statements (together with any schedules the Agent requests that the Borrower includes to itemize such Intellectual Property included as Collateral) in the appropriate form in respect of the applicable Loan Parties in the offices of secretaries of state of those states specified in paragraph 1(a) of the Perfection Certificate, the Agent (for the benefit of the Lenders) shall have a fully perfected Lien on, and security interest in all right, title and interest of the applicable Loan Parties organized in the United States in such Intellectual Property in which a security interest may be perfected by such filing in the United States, in each case, prior and superior in right to any other Person (except for Liens permitted under Section 6.02 that have priority as a matter of law) (it being understood that subsequent recordings in the United States Patent and Trademark Office or the United States Copyright Office, as applicable, may be necessary to perfect a Lien on patents, patent applications, and trademark and copyright registrations and applications for registration acquired, obtained or initiated by, or granted to, the Loan Parties its Subsidiaries after the date hereof).

Collateral Documents. (a) The Pledge and Security Agreement and Any Collateral Assignments, upon execution and Document after delivery thereof by shall for any reason (other than pursuant to the parties thereto, will, terms thereof including as a result of a transaction permitted under the governing law thereof, Section 7.04 or 7.05) cease to create in favor of the Agent for the benefit of the Lenders, a legal, valid and enforceable security interest in the Collateral described therein to the extent intended to be created thereby. (i) when UCC financing statements in the appropriate form are filed in respect of the applicable Loan Parties in the offices of secretaries of state of those states specified in paragraph 1(a) of the Perfection Certificate, to the extent perfection can be obtained by filing UCC financing statements, the Agent (for the benefit of the Lenders) shall have a fully perfected first priority Lien on, on and security interest in all right, title and interest any material portion of the relevant Loan Parties in the Collateral described therein (including, in the case of Intellectual Property, all state trademark registrations, common law trademarks and any applications for the registration of any of the foregoing, but excluding the Collateral described in the following clauses (ii) through (iv)) andCollateral, subject to Section 9-315 of the UCC, the proceeds thereof, as security for the Obligations, prior and superior in right to any other person (except for Liens permitted under pursuant to Section 6.02)7.01 , (ii) in the case of the Pledged Collateral, when the original stock certificates representing the Pledged Collateral are delivered to the Agent and UCC financing statements in the appropriate form are filed in respect of the applicable Loan Parties in the offices of secretaries of state of those states specified in paragraph 1(a) of the Perfection Certificate, except to the extent that any such perfection can be obtained by or priority is not required pursuant to Section 4.01, 6.12 or 6.14 or results from the deposit failure of the original stock Collateral Agent to file continuation statements or to maintain possession of certificates and actually delivered to it representing securities pledged under the filing of UCC financing statements, the Agent (Collateral Documents. Solely for the benefit purpose of the Lendersdetermining whether a Default or Event of Default has occurred under Section 8.01(f) or (g), any reference in any such clause to any Restricted Subsidiary shall have a fully perfected Lien onbe deemed to exclude any Immaterial Subsidiary (provided, and security interest however, that all Restricted Subsidiaries affected by any event or circumstance referred to in all right, title and interest of the relevant Loan Parties in any such Pledged Collateral and, subject to Section 9-315 of the UCC, the proceeds thereofclause shall be considered together, as security for the Obligations, prior and superior in right to any other person (except for Liens permitted under Section 6.02), (iii) in the case of any deposit or securities accounts included in the Collateral (which, for the avoidance of doubt, excludes Excluded Accounts), to the extent perfection can be obtained by entering into a Control Agreement, when a Control Agreement is entered into with respect to such deposit or securities accounts, the Agent (for the benefit of the Lenders) shall have a fully perfected Lien on, and security interest in all right, title and interest of the applicable Loan Parties in such deposit or securities accountssingle consolidated Restricted Subsidiary, as applicable, as security for purposes of determining whether the condition specified above is satisfied). Notwithstanding anything to the contrary in this Agreement, if any Default or Event of Default occurs resulting from any action or the occurrence or any event publicly reported or otherwise disclosed to the Administrative Agent and the Lenders and the Administrative Agent and the Lenders do not exercise any of their remedies under the terms of this Agreement or any other Loan Document for the Obligations, prior and superior in right to any other person (except for Liens permitted under Section 6.02) and (iv) in two year period following the case date such Default or Event of United States patent, United States copyright, and United States federal trademark registrations, and applications for the issuance Default has been reported publicly or registration of any of the foregoing upon the recordation of a short-form security agreement in form and substance reasonably satisfactory otherwise disclosed to the Administrative Agent with and the United States Patent and Trademark OfficeLenders (an “Uncalled Default”), such Uncalled Default shall be deemed not to be continuing automatically at the end of such two year period (regardless of whether such Default or Event of Default was still continuing at such time); provided that such two year limitation shall not apply if (i) the United States Copyright Office, as applicable, together with the filing of UCC financing statements (together with Administrative Agent has commenced any schedules the Agent requests that the Borrower includes to itemize such Intellectual Property included as Collateral) in the appropriate form remedial action in respect of any such Default or Event of Default or (ii) any Loan Party had actual knowledge of such Default or Event of Default and failed to notify the applicable Loan Parties in Administrative Agent as required pursuant to the offices terms of secretaries of state of those states specified in paragraph 1(a) of the Perfection Certificate, the Agent (for the benefit of the Lenders) shall have a fully perfected Lien on, and security interest in all right, title and interest of the applicable Loan Parties organized in the United States in such Intellectual Property in which a security interest may be perfected by such filing in the United States, in each case, prior and superior in right to this Agreement or any other Person (except for Liens permitted under Section 6.02 that have priority as a matter of law) (it being understood that subsequent recordings in the United States Patent and Trademark Office or the United States Copyright Office, as applicable, may be necessary to perfect a Lien on patents, patent applications, and trademark and copyright registrations and applications for registration acquired, obtained or initiated by, or granted to, the Loan Parties after the date hereof)Document.

Collateral Documents. (a) The Pledge On and after the Closing Date, the Security Agreement creates, as security for the Loan Obligations, a valid and enforceable perfected security interest in and Lien on all of the Collateral Assignments, upon execution and delivery thereof by the parties subject thereto, willsubject to no other Liens (other than Permitted Liens), under the governing law thereof, create in favor of the Agent for the benefit of the Lenders, a legal, valid and enforceable security interest in the Collateral described therein to the extent intended to be created thereby. (i) when UCC financing statements in the appropriate form are filed in respect of the applicable Loan Parties in the offices of secretaries of state of those states specified in paragraph 1(a) of the Perfection Certificate, to the extent perfection can be obtained by filing UCC financing statements, the Agent (for the benefit of the Agents and the Lenders) ). No filings or recordings are required in order to perfect the security interests created under the Security Agreement except for filings or recordings which shall have a fully perfected Lien on, been delivered to the Administrative Agent in completed and security interest in all right, title duly authorized form on or prior to the Closing Date. (b) On and interest of after the relevant Loan Parties in the Collateral described therein (including, in the case of Intellectual Property, all state trademark registrations, common law trademarks and any applications for the registration of any of the foregoing, but excluding the Collateral described in the following clauses (ii) through (iv)) and, subject to Section 9-315 of the UCCClosing Date, the proceeds thereofForeign Pledge Agreement creates (or after the execution and delivery thereof will create), as security for the Loan Obligations, a valid and enforceable perfected security interest in and Lien on all of the Collateral subject thereto, superior to and prior to the rights of all third Persons, and superior subject to no other Liens (other than Permitted Liens), in right favor of the Lenders. No filings or recordings are required in order to any other person (perfect the security interests created under the Foreign Pledge Agreement except for Liens permitted under Section 6.02), (ii) in the case of the Pledged Collateral, when the original stock certificates representing the Pledged Collateral are filings or recordings which shall have been delivered to the Administrative Agent in completed and UCC financing statements in the appropriate duly authorized form are filed in respect of the applicable Loan Parties in the offices of secretaries of state of those states specified in paragraph 1(a) of the Perfection Certificate, on or prior to the extent perfection can be obtained Closing Date or on or prior to the required date contemplated by ‎Section 5.08. (c) On and after the deposit of Closing Date, each Mortgage (if any) creates (or after the original stock certificates execution and the filing of UCC financing statements, the Agent (for the benefit of the Lenders) shall have a fully perfected Lien on, and security interest in all right, title and interest of the relevant Loan Parties in such Pledged Collateral and, subject to Section 9-315 of the UCC, the proceeds thereofdelivery thereof will create), as security for the Loan Obligations, prior a valid and superior enforceable perfected security interest in right and Lien on all of the real property and other mortgaged property subject thereto subject to any no other person Liens (except for Liens permitted under Section 6.02other than Permitted Liens), (iii) in the case of any deposit or securities accounts included in the Collateral (which, for the avoidance of doubt, excludes Excluded Accounts), to the extent perfection can be obtained by entering into a Control Agreement, when a Control Agreement is entered into with respect to such deposit or securities accounts, the Agent (for the benefit favor of the Lenders) shall have a fully perfected Lien on, and . No filings or recordings are required in order to perfect the security interest in all right, title and interest of the applicable Loan Parties in interests created under such deposit or securities accounts, as applicable, as security for the Obligations, prior and superior in right to any other person (Mortgage except for Liens permitted under Section 6.02) and (iv) in the case of United States patent, United States copyright, and United States federal trademark registrations, and applications for the issuance or registration of any of the foregoing upon the recordation of a short-form security agreement in form and substance reasonably satisfactory to the Agent with the United States Patent and Trademark Office, or the United States Copyright Office, as applicable, together with the filing of UCC financing statements (together with any schedules the Agent requests that the Borrower includes to itemize such Intellectual Property included as Collateral) Mortgage in the appropriate form in respect of the applicable Loan Parties recording office in the offices of secretaries of state of those states specified in paragraph 1(a) of the Perfection Certificate, the Agent (for the benefit of the Lenders) shall have a fully perfected Lien on, and security interest in all right, title and interest of the applicable Loan Parties organized in the United States in such Intellectual Property city or county in which a security interest may be perfected by such filing in the United States, in each case, prior and superior in right to any other Person (except for Liens permitted under Section 6.02 that have priority as a matter of law) (it being understood that subsequent recordings in the United States Patent and Trademark Office or the United States Copyright Office, as applicable, may be necessary to perfect a Lien on patents, patent applications, and trademark and copyright registrations and applications for registration acquired, obtained or initiated by, or granted to, the Loan Parties after the date hereof)real property is located.

Collateral Documents. (a) The Pledge and Security Agreement and provisions of the Collateral Assignments, upon execution and delivery thereof by the parties thereto, will, under the governing law thereof, Documents are effective to create in favor of the Administrative Agent for the benefit of the Lenders, Secured Parties a legal, valid and enforceable security interest in the Collateral described therein Lien (subject to the extent intended to be created thereby. (iLiens permitted by Section 7.01) when UCC financing statements in the appropriate form are filed in respect of the applicable Loan Parties in the offices of secretaries of state of those states specified in paragraph 1(a) of the Perfection Certificate, to the extent perfection can be obtained by filing UCC financing statements, the Agent (for the benefit of the Lenders) shall have a fully perfected Lien on, and security interest in on all right, title and interest of the relevant respective Loan Parties party thereto in the Collateral described therein Collateral. Except for Liens permitted by Section 7.01, (including, in the case of Intellectual Property, all state trademark registrations, common law trademarks and any applications for the registration of any of the foregoing, but excluding a) the Collateral described in the following clauses (ii) through (iv)) and, subject to Section 9-315 of the UCC, the proceeds thereof, as security for the Obligations, prior and superior in right to any other person (except for Liens permitted under Section 6.02), (iithe Non-Perfected Collateral) is subject to a first and prior Lien in the case favor of the Pledged Collateral, when the original stock certificates representing the Pledged Collateral are delivered to the Administrative Agent and UCC financing statements in the appropriate form are filed in respect of the applicable Loan Parties in the offices of secretaries of state of those states specified in paragraph 1(a) of the Perfection Certificate, to the extent perfection can be obtained by the deposit of the original stock certificates and the filing of UCC financing statements, the Agent (for the benefit of the LendersSecured Parties securing the Obligations and (b) shall have the Non-Perfected Collateral is subject to a fully perfected Lien on, and security interest in all right, title and interest favor of the relevant Loan Parties in such Pledged Collateral and, subject to Section 9-315 of the UCC, the proceeds thereof, as security for the Obligations, prior and superior in right to any other person (except for Liens permitted under Section 6.02), (iii) in the case of any deposit or securities accounts included in the Collateral (which, for the avoidance of doubt, excludes Excluded Accounts), to the extent perfection can be obtained by entering into a Control Agreement, when a Control Agreement is entered into with respect to such deposit or securities accounts, the Administrative Agent (for the benefit of the Lenders) shall have a fully perfected Lien on, and security interest in all right, title and interest of the applicable Loan Secured Parties in such deposit or securities accounts, as applicable, as security for securing the Obligations. Except for (x) UCC filings completed within ten (10) days after the Closing Date and as contemplated hereby and by the Collateral Documents, prior (y) intellectual property and superior in right other filings which are not required to any other person (except for Liens permitted under Section 6.02) be made pursuant to the terms of this Agreement and the Collateral Documents and (ivz) in the case of United States patent, United States copyright, and United States federal trademark registrations, and applications for the issuance or registration of any of the foregoing upon the recordation of a short-form security agreement in form and substance reasonably satisfactory delivery to the Administrative Agent with of (i) promissory notes and securities (other than Equity Interests in Restricted Subsidiaries) created or acquired after the United States Patent Closing Date to the extent such promissory notes and Trademark Office, or the United States Copyright Office, as applicablesecurities, together with all promissory notes and securities previously delivered to the Administrative Agent, aggregate in value $5,000,000 or more and (ii) the Equity Interests in Restricted Subsidiaries created or acquired after the Closing Date, no other filing of UCC financing statements (together with any schedules the Agent requests that the Borrower includes to itemize such Intellectual Property included as Collateral) in the appropriate form in respect of the applicable Loan Parties in the offices of secretaries of state of those states specified in paragraph 1(a) of the Perfection Certificate, the Agent (for the benefit of the Lenders) shall have a fully perfected Lien on, and security interest in all right, title and interest of the applicable Loan Parties organized in the United States in such Intellectual Property in which a security interest may be perfected by such filing in the United States, in each case, prior and superior in right to any or other Person (except for Liens permitted under Section 6.02 that have priority as a matter of law) (it being understood that subsequent recordings in the United States Patent and Trademark Office or the United States Copyright Office, as applicable, may action will be necessary to perfect a Lien on patentssuch Liens in Collateral other than Non-Perfected Collateral. (b) As of the Closing Date, patent applications, and trademark and copyright registrations and applications for registration acquired, obtained or initiated by, or granted tonone of the Parent, the Loan Parties after the date hereof)Borrower nor any Restricted Subsidiary has any interest in any tangible negotiable instruments, instruments (other than Equity Interests and promissory notes) or tangible chattel paper that aggregate in value $200,000 or more.

Collateral Documents. The Issuers hereby appoint Wilmington Trust FSB to act as Collateral Agent, and each Holder by its acceptance of any Securities, irrevocably consents and agrees to such appointment. The payment of the principal of and interest and premium, if any, on the Securities when due, whether on an interest payment date, at maturity, by acceleration, repurchase, redemption or otherwise and whether by the Issuers pursuant to the Securities or by any Note Guarantor pursuant to its Note Guarantee, the payment of all other Obligations under this Indenture, the Securities and the Collateral Documents and the performance of all other obligations of the Issuers and the Note Guarantors under this Indenture, the Securities, the Note Guarantees and the Collateral Documents are secured as provided in the Collateral Documents and will be secured by Collateral Documents hereafter delivered as required or permitted by this Indenture. The Issuers shall, and shall cause each Note Guarantor to, and each Note Guarantor shall, do all filings (aincluding filings of continuation statements and amendments to Uniform Commercial Code financing statements that may be necessary to continue the effectiveness of such Uniform Commercial Code financing statements) and all other actions as are necessary or required by the Collateral Documents to maintain (at the sole cost and expense of the Issuer and the Note Guarantors) the security interest created by the Collateral Documents in the Collateral as a perfected security interest, subject only to Permitted Liens. The Pledge and Security Agreement and Collateral AssignmentsIssuer will otherwise comply with the provisions of Section 314(b) of the TIA. Promptly after the effectiveness of this Indenture, upon to the extent required by the TIA, the Issuer shall deliver the opinion(s) required by Section 314(b)(1) of the TIA. Subsequent to the execution and delivery thereof of this Indenture, to the extent required by the parties theretoTIA, willthe Issuer shall furnish to the Trustee on or prior to each anniversary of the Issue Date, under an Opinion of Counsel, dated as of such date, stating either that (i) in the governing law thereofopinion of such counsel, create all action has been taken with respect to any filing, re-filing, recording or re-recording with respect to the Collateral as is necessary to maintain the Lien on the Collateral in favor of the Agent for the benefit of the Lenders, a legal, valid and enforceable security interest in the Collateral described therein to the extent intended to be created thereby. (i) when UCC financing statements in the appropriate form are filed in respect of the applicable Loan Parties in the offices of secretaries of state of those states specified in paragraph 1(a) of the Perfection Certificate, to the extent perfection can be obtained by filing UCC financing statements, the Agent (for the benefit of the Lenders) shall have a fully perfected Lien on, and security interest in all right, title and interest of the relevant Loan Parties in the Collateral described therein (including, in the case of Intellectual Property, all state trademark registrations, common law trademarks and any applications for the registration of any of the foregoing, but excluding the Collateral described in the following clauses (ii) through (iv)) and, subject to Section 9-315 of the UCC, the proceeds thereof, as security for the Obligations, prior and superior in right to any other person (except for Liens permitted under Section 6.02), Holders or (ii) in the case opinion of the Pledged Collateralsuch counsel, when the original stock certificates representing the Pledged Collateral are delivered to the Agent and UCC financing statements in the appropriate form are filed in respect of the applicable Loan Parties in the offices of secretaries of state of those states specified in paragraph 1(a) of the Perfection Certificate, to the extent perfection can be obtained by the deposit of the original stock certificates and the filing of UCC financing statements, the Agent (for the benefit of the Lenders) shall have a fully perfected Lien on, and security interest in all right, title and interest of the relevant Loan Parties in that no such Pledged Collateral and, subject to Section 9-315 of the UCC, the proceeds thereof, as security for the Obligations, prior and superior in right to any other person (except for Liens permitted under Section 6.02), (iii) in the case of any deposit or securities accounts included in the Collateral (which, for the avoidance of doubt, excludes Excluded Accounts), to the extent perfection can be obtained by entering into a Control Agreement, when a Control Agreement action is entered into with respect to such deposit or securities accounts, the Agent (for the benefit of the Lenders) shall have a fully perfected Lien on, and security interest in all right, title and interest of the applicable Loan Parties in such deposit or securities accounts, as applicable, as security for the Obligations, prior and superior in right to any other person (except for Liens permitted under Section 6.02) and (iv) in the case of United States patent, United States copyright, and United States federal trademark registrations, and applications for the issuance or registration of any of the foregoing upon the recordation of a short-form security agreement in form and substance reasonably satisfactory to the Agent with the United States Patent and Trademark Office, or the United States Copyright Office, as applicable, together with the filing of UCC financing statements (together with any schedules the Agent requests that the Borrower includes to itemize such Intellectual Property included as Collateral) in the appropriate form in respect of the applicable Loan Parties in the offices of secretaries of state of those states specified in paragraph 1(a) of the Perfection Certificate, the Agent (for the benefit of the Lenders) shall have a fully perfected Lien on, and security interest in all right, title and interest of the applicable Loan Parties organized in the United States in such Intellectual Property in which a security interest may be perfected by such filing in the United States, in each case, prior and superior in right to any other Person (except for Liens permitted under Section 6.02 that have priority as a matter of law) (it being understood that subsequent recordings in the United States Patent and Trademark Office or the United States Copyright Office, as applicable, may be necessary to perfect a Lien on patents, patent applications, and trademark and copyright registrations and applications for registration acquired, obtained or initiated by, or granted to, the Loan Parties after the date hereof)maintain such Lien.

Collateral Documents. (a) The Pledge and Security Agreement and Any Collateral Assignments, upon execution and Document with respect to a material portion of the Collateral after delivery thereof by pursuant to Section 4.01, 6.11, 6.13 or pursuant to the parties theretoprovisions of any Collateral Document for any reason (other than pursuant to the terms hereof or thereof including as a result of a transaction not prohibited under this Agreement, willincluding as a result of the release of a Loan Party or the sale, transfer or other disposition of the applicable Collateral (including as a result of the designation of a Restricted Subsidiary as an Unrestricted Subsidiary) in a transaction permitted under the governing law thereofLoan Documents) ceases to create, create in favor of the Agent for the benefit of the Lenders, a legal, valid and enforceable security interest in the Collateral described therein to the extent intended or any Lien purported to be created thereby. (i) when UCC financing statements in the appropriate form are filed in by any Collateral Document with respect to a material portion of the applicable Collateral shall be asserted in writing by any Loan Parties in Party (prior to the offices of secretaries of state of those states specified in paragraph 1(a) satisfaction of the Perfection CertificateTermination Conditions) not to be, to the extent perfection can be obtained by filing UCC financing statements, the Agent (for the benefit of the Lenders) shall have a fully valid and perfected Lien with the priority required by such Collateral Document (or other security purported to be created on the applicable Collateral) on, and security interest in all rightin, title and interest any material portion of the relevant Loan Parties in the Collateral described therein (including, in the case of Intellectual Property, all state trademark registrations, common law trademarks and any applications for the registration of any of the foregoing, but excluding the Collateral described in the following clauses (ii) through (iv)) andpurported to be covered thereby, subject to Section 9-315 of the UCC, the proceeds thereof, as security for the Obligations, prior and superior in right to any other person (except for Liens permitted under Section 6.02)7.01, (ii) in the case of the Pledged Collateral, when the original stock certificates representing the Pledged Collateral are delivered to the Agent and UCC financing statements in the appropriate form are filed in respect of the applicable Loan Parties in the offices of secretaries of state of those states specified in paragraph 1(a) of the Perfection Certificate, except to the extent that any such loss of perfection can be obtained by or priority results from the deposit failure of the original stock certificates and the filing of UCC financing statements, the Administrative Agent (for the benefit of the Lenders) shall have a fully perfected Lien on, and security interest in all right, title and interest of the relevant Loan Parties in such Pledged Collateral and, subject to Section 9-315 of the UCC, the proceeds thereof, as security for the Obligations, prior and superior in right to any other person (except for Liens permitted under Section 6.02), (iii) in the case of any deposit or securities accounts included in the Collateral Agent to maintain possession of Collateral actually delivered to it and pledged under the Collateral Documents, to file Uniform Commercial Code amendments relating to a Loan Party’s change of name or jurisdiction of formation (which, for the avoidance of doubt, excludes Excluded Accounts), solely to the extent perfection can be obtained by entering into a Control Agreement, when a Control Agreement is entered into with respect to such deposit or securities accounts, the Agent (for the benefit of the Lenders) shall have a fully perfected Lien on, and security interest in all right, title and interest of the applicable Loan Parties in such deposit or securities accounts, as applicable, as security for the Obligations, prior and superior in right to any other person (except for Liens permitted under Section 6.02) and (iv) in the case of United States patent, United States copyright, and United States federal trademark registrations, and applications for the issuance or registration of any of the foregoing upon the recordation of a short-form security agreement in form and substance reasonably satisfactory to the Agent with the United States Patent and Trademark Office, or the United States Copyright Office, as applicable, together with the filing of UCC financing statements (together with any schedules the Agent requests that the Borrower includes to itemize such Intellectual Property included as Collateral) provides the Collateral Agent written notice thereof in accordance with the appropriate form in respect of the applicable Loan Parties in the offices of secretaries of state of those states specified in paragraph 1(a) of the Perfection Certificate, the Agent (for the benefit of the Lenders) shall have a fully perfected Lien onSecurity Agreement, and security interest in all right, the Collateral Agent and the Borrower have agreed that the Collateral Agent will be responsible for filing such amendments) or continuation statements and except as to Collateral consisting of real property to the extent that such losses are covered by a lender’s title insurance policy and interest of the applicable Loan Parties organized in the United States in such Intellectual Property in which a security interest may be perfected by such filing in the United States, in each case, prior and superior in right to any other Person (except for Liens permitted under Section 6.02 that have priority as a matter of law) (it being understood that subsequent recordings in the United States Patent and Trademark Office or the United States Copyright Office, as applicable, may be necessary to perfect a Lien on patents, patent applications, and trademark and copyright registrations and applications for registration acquired, obtained or initiated by, or granted to, the Loan Parties after the date hereof).insurer has not denied coverage; or

Collateral Documents. (a) The Each of the Pledge and Security Agreement and Collateral Assignments, upon execution and delivery thereof by the parties thereto, will, under the governing law thereof, Agreements is effective to create in favor of the Agent Collateral Agent, for the ratable benefit of the Lenders, a legal, valid and enforceable security interest in the Collateral pledged stock described therein and, when stock certificates representing or constituting the pledged stock described in each of the Pledge Agreements are delivered to the extent intended to be created thereby. (i) when UCC financing statements in the appropriate form are filed in respect of the applicable Loan Parties in the offices of secretaries of state of those states specified in paragraph 1(a) of the Perfection CertificateCollateral Agent, such security interest shall, subject to the extent perfection can be obtained by filing UCC financing statementsexistence of Permitted Liens, the Agent (for the benefit of the Lenders) shall have constitute a fully perfected Lien first lien on, and security interest in in, all right, title and interest of the relevant Loan Parties pledgor party thereto in the pledged stock described therein. (b) Each of the Security Agreements is effective to create in favor of the Collateral described therein (includingAgent, in the case of Intellectual Property, all state trademark registrations, common law trademarks and any applications for the registration of any of the foregoing, but excluding the Collateral described in the following clauses (ii) through (iv)) and, subject to Section 9-315 of the UCC, the proceeds thereof, as security for the Obligations, prior and superior in right to any other person (except for Liens permitted under Section 6.02), (ii) in the case of the Pledged Collateral, when the original stock certificates representing the Pledged Collateral are delivered to the Agent and UCC financing statements in the appropriate form are filed in respect of the applicable Loan Parties in the offices of secretaries of state of those states specified in paragraph 1(a) of the Perfection Certificate, to the extent perfection can be obtained by the deposit of the original stock certificates and the filing of UCC financing statements, the Agent (for the ratable benefit of the Lenders) shall , a legal, valid and enforceable security interest in the collateral described therein and Uniform Commercial Code financing statements have a fully been filed in each of the jurisdictions listed on Schedule 5.15(b), or arrangements have been made for such filing in such jurisdictions, and upon such filing, and upon the taking of possession by the Collateral Agent of any such collateral the security interests in which may be perfected Lien only by possession, such security interests will, subject to the existence of Permitted Liens, constitute perfected first liens on, and security interest in interests in, all right, title and interest of the relevant Loan Parties debtor party thereto in such Pledged Collateral andthe collateral described therein, subject except to Section 9-315 the extent that a security interest cannot be perfected therein by the filing of a financing statement or the taking of possession under the Uniform Commercial Code of the UCCrelevant jurisdiction. (c) Each Mortgage is effective to create in favor of the Collateral Agent, the proceeds thereof, as security for the Obligationsratable benefit of the Lenders, prior a legal, valid and superior enforceable security interest in right to any other person the collateral described therein, and upon filing the Mortgages in the jurisdictions listed on Schedule 5.13 (except for Liens permitted under Section 6.02)or, (iii) in the case of any deposit or securities accounts included a Mortgage delivered pursuant to subsection 7.9, the jurisdiction in which the Collateral (which, for the avoidance of doubt, excludes Excluded Accountsproperty covered by such Mortgage is located), such security interests will, subject to the extent perfection can be obtained by entering into a Control Agreementexistence of Permitted Liens, when a Control Agreement is entered into with respect to such deposit or securities accounts, the Agent (for the benefit of the Lenders) shall have a fully constitute perfected Lien first liens on, and security interest in interests in, all right, title and interest of the applicable Loan Parties in such deposit or securities accounts, as applicable, as security for the Obligations, prior and superior in right to any other person (except for Liens permitted under Section 6.02) and (iv) debtor party thereto in the case of United States patent, United States copyright, and United States federal trademark registrations, and applications for the issuance or registration of any of the foregoing upon the recordation of a short-form security agreement in form and substance reasonably satisfactory to the Agent with the United States Patent and Trademark Office, or the United States Copyright Office, as applicable, together with the filing of UCC financing statements (together with any schedules the Agent requests that the Borrower includes to itemize such Intellectual Property included as Collateral) in the appropriate form in respect of the applicable Loan Parties in the offices of secretaries of state of those states specified in paragraph 1(a) of the Perfection Certificate, the Agent (for the benefit of the Lenders) shall have a fully perfected Lien on, and security interest in all right, title and interest of the applicable Loan Parties organized in the United States in such Intellectual Property in which a security interest may be perfected by such filing in the United States, in each case, prior and superior in right to any other Person (except for Liens permitted under Section 6.02 that have priority as a matter of law) (it being understood that subsequent recordings in the United States Patent and Trademark Office or the United States Copyright Office, as applicable, may be necessary to perfect a Lien on patents, patent applications, and trademark and copyright registrations and applications for registration acquired, obtained or initiated by, or granted to, the Loan Parties after the date hereof)collateral described therein.

Collateral Documents. (a) The Pledge and Security Agreement and Collateral Assignments, upon execution and delivery thereof by the parties thereto, will, under the governing law thereof, create in favor Any of the Agent following shall occur: (i) any Collateral Documents shall for the benefit of the Lenders, any reason fail to create a legal, valid and enforceable perfected first priority security interest in any collateral purported to be covered thereby, subject to Liens permitted hereunder, except as permitted by the terms of the applicable Collateral described therein Document or this Agreement and except to the extent intended that any such loss of perfection or priority results from the failure of the Administrative Agent to be created thereby. (i) when maintain possession of certificates actually delivered to it representing securities pledged under the Collateral Documents, file UCC financing statements in the appropriate form are filed in respect of the applicable Loan Parties in the offices of secretaries of state of those states specified in paragraph 1(a) of the Perfection Certificate, to the extent perfection can be obtained by filing UCC financing statements, the Agent (for the benefit of the Lenders) shall have a fully perfected Lien on, and security interest in all right, title and interest of the relevant Loan Parties in the Collateral described therein (including, in the case of Intellectual Property, all state trademark registrations, common law trademarks and any applications for the registration of any of the foregoing, but excluding the Collateral described in the following clauses (ii) through (iv)) and, subject to Section 9-315 of the UCC, the proceeds thereof, as security for the Obligations, prior and superior in right to or satisfy any other person (except for Liens permitted under Section 6.02)requirements imposed by law or practice in any applicable foreign jurisdiction that requires such actions by a secured party, (ii) any Collateral Document shall fail to remain in full force or effect or (iii) any action shall be taken by the case Company or any Subsidiary to discontinue or to assert the invalidity or unenforceability of the Pledged Collateralany Collateral Document; provided, when the original stock certificates representing the Pledged Collateral are delivered that any failure pursuant to the Agent and UCC financing statements preceding clause (i) shall not result in the appropriate form are filed in respect of the applicable Loan Parties in the offices of secretaries of state of those states specified in a Default pursuant to this paragraph 1(a(M) of the Perfection Certificate, to the extent perfection can be obtained by that (x) the deposit Company shall remain in compliance with the Credit Support Requirement after giving effect to removal of each affected Foreign Subsidiary as a Pledged Foreign Subsidiary or (y) if such failure relates to collateral having an aggregate book value less than 5% of Consolidated Net Worth (as set forth in the original stock certificates and the filing of UCC financing statements, the Agent (for the benefit of the Lenders) shall have a fully perfected Lien on, and security interest in all right, title and interest of the relevant Loan Parties in such Pledged Collateral and, subject most recent quarterly or annual consolidated financial statements delivered pursuant to Section 9-315 of the UCC, the proceeds thereof, as security for the Obligations, prior and superior in right to any other person 7.1(A)(i) or (except for Liens permitted under Section 6.02ii), (iii) in the case of any deposit or securities accounts included in the Collateral (which, for the avoidance of doubt, excludes Excluded Accounts), to the extent perfection can be obtained by entering into a Control Agreement, when a Control Agreement is entered into with respect to such deposit or securities accounts, the Agent (for the benefit of the Lenders) shall have a fully perfected Lien on, and security interest in all right, title and interest of the applicable Loan Parties in such deposit or securities accounts, as applicable), as security for the Obligations, prior and superior in right Company shall return to any other person (except for Liens permitted under Section 6.02) and (iv) in the case of United States patent, United States copyright, and United States federal trademark registrations, and applications for the issuance or registration of any of the foregoing upon the recordation of a short-form security agreement in form and substance reasonably satisfactory to the Agent compliance with the United States Patent and Trademark Office, or the United States Copyright Office, as applicable, together with the filing Credit Support Requirement (after giving effect to removal of UCC financing statements (together with any schedules the Agent requests that the Borrower includes to itemize such Intellectual Property included as Collateral) in the appropriate form in respect of the applicable Loan Parties in the offices of secretaries of state of those states specified in paragraph 1(a) of the Perfection Certificate, the Agent (for the benefit of the Lenders) shall have a fully perfected Lien on, and security interest in all right, title and interest of the applicable Loan Parties organized in the United States in such Intellectual Property in which a security interest may be perfected by such filing in the United States, in each case, prior and superior in right to any other Person (except for Liens permitted under Section 6.02 that have priority affected Foreign Subsidiary as a matter Pledged Foreign Subsidiary unless the related failure has been cured) within thirty (30) days of law) (it being understood that subsequent recordings such failure. A Default shall be deemed “continuing” until cured or until waived in the United States Patent and Trademark Office or the United States Copyright Office, as applicable, may be necessary to perfect a Lien on patents, patent applications, and trademark and copyright registrations and applications for registration acquired, obtained or initiated by, or granted to, the Loan Parties after the date hereof)writing in accordance with Section 9.3.

Collateral Documents. (a) The Pledge and Security Agreement and Collateral AssignmentsAgreement, upon execution and delivery thereof by the parties thereto, will, under the governing law thereof, will be effective to create in favor of the Agent Administrative Agent, to the extent set forth therein, for the benefit of the LendersSecured Parties, a legal, valid and enforceable security interest Lien in the Collateral described (as defined in the Security Agreement) and, subject to any limitations herein and therein to or in the extent intended to certificates or notes, as applicable, representing Pledged Equity, Instruments, Tangible Chattel Paper and Supporting Obligations (in each case, as defined in the Security Agreement), the proceeds thereof, except as enforceability may be created thereby. limited by applicable bankruptcy, insolvency, moratorium (or similar laws affecting the enforcement of creditors’ rights generally), by equitable principles (whether enforcement is sought by proceedings in equity or at law) and implied covenants of good faith and fair dealing and (i) when UCC financing statements in such Pledged Equity, Instruments, Tangible Chattel Paper and Supporting Obligations are delivered to the appropriate form are filed in respect of the applicable Loan Parties in the offices of secretaries of state of those states specified in paragraph 1(a) of the Perfection CertificateAdministrative Agent, if and to the extent perfection can be obtained required by filing UCC financing statementsthe Security Agreement, the Agent (for Lien created under the benefit of the Lenders) Security Agreement shall have constitute a fully perfected Lien on, and security interest in in, all right, title and interest of the relevant U.S. Loan Parties in such Pledged Equity, Instruments, Tangible Chattel Paper and Supporting Obligations to the Collateral described therein (includingextent that a Lien in such Pledged Equity, Instruments, Tangible Chattel Paper or Supporting Obligations can be perfected by delivery, in the each case of Intellectual Propertyhaving a first priority perfected security interest in such Pledged Equity, all state trademark registrationsInstruments, common law trademarks Tangible Chattel Paper and any applications for the registration of any of the foregoingSupporting Obligations (except with respect to Liens expressly permitted under Section 7.02), but excluding the Collateral described in the following clauses and (ii) through (iv)) and, subject to Section 9-315 of the UCC, the proceeds thereof, as security for the Obligations, prior and superior in right to any other person (except for Liens permitted under Section 6.02), (ii) in the case of the Pledged Collateral, when the original stock certificates representing the Pledged Collateral are delivered to the Agent and UCC financing statements in the appropriate form are filed in respect of the applicable Loan Parties in the offices of secretaries of state of those states specified in paragraph 1(a) of the Perfection Certificate, to the extent perfection can be obtained by the deposit of the original stock certificates and the filing of UCC financing statementson Schedule 5.19(a), the Agent (for Lien created under the benefit of the Lenders) shall have Security Agreement will constitute a fully perfected Lien on, and security interest in in, all right, title and interest of the relevant U.S. Loan Parties in such Pledged Collateral and, subject to Section 9-315 of the UCC, the proceeds thereof, as security for the Obligations, prior and superior in right to any other person (except for Liens permitted under Section 6.02), (iii) in the case of any deposit or securities accounts included in the Collateral (which, for the avoidance of doubt, excludes Excluded Accounts), to the extent perfection that a Lien in such Collateral can be obtained perfected by entering into a Control filing of financing statements (other than Intellectual Property, as defined in the Security Agreement, when a Control Agreement is entered into and other Collateral with respect to such deposit which possession or securities accountscontrol is required for perfection), the Agent (for the benefit of the Lenders) shall have in each case having a fully first priority perfected Lien on, and security interest in all rightsuch Collateral, title and interest of the applicable Loan Parties in such deposit or securities accounts, as applicable, as security for the Obligations, prior and superior in right other than with respect to any other person (except for Liens expressly permitted under by Section 6.02) and (iv) in the case of United States patent, United States copyright, and United States federal trademark registrations, and applications for the issuance or registration of any of the foregoing upon the recordation of a short-form security agreement in form and substance reasonably satisfactory to the Agent with the United States Patent and Trademark Office, or the United States Copyright Office, as applicable, together with the filing of UCC financing statements (together with any schedules the Agent requests that the Borrower includes to itemize such Intellectual Property included as Collateral) in the appropriate form in respect of the applicable Loan Parties in the offices of secretaries of state of those states specified in paragraph 1(a) of the Perfection Certificate, the Agent (for the benefit of the Lenders) shall have a fully perfected Lien on, and security interest in all right, title and interest of the applicable Loan Parties organized in the United States in such Intellectual Property in which a security interest may be perfected by such filing in the United States, in each case, prior and superior in right to any other Person (except for Liens permitted under Section 6.02 that have priority as a matter of law) (it being understood that subsequent recordings in the United States Patent and Trademark Office or the United States Copyright Office, as applicable, may be necessary to perfect a Lien on patents, patent applications, and trademark and copyright registrations and applications for registration acquired, obtained or initiated by, or granted to, the Loan Parties after the date hereof)7.02.

Collateral Documents. (a) The Pledge Subject to, and Security Agreement upon entry of, the DIP Orders, the DIP Orders and the other Collateral AssignmentsDocuments, upon execution together with such filings and delivery thereof other actions required to be taken hereby or by the parties theretoapplicable Collateral Documents with respect to any Loan Parties that are not SHC Debtors (and subject to the effect of and applicable restrictions under foreign Laws, willrules and regulations as they relate to pledges, under if any, of Equity Interests in Foreign Loan Parties, intercompany Indebtedness owed by Foreign Loan Parties and any Collateral of Foreign Loan Parties, and subject to other perfection requirements specifically set out in the governing law thereofSecurity Documents), are effective to create in favor of the Administrative Agent for the benefit of the LendersSecured Parties, a legal, valid valid, enforceable, non-avoidable and enforceable automatically and fully perfected security interest in the Collateral described therein to and pledged under the extent intended to be created thereby. (i) when UCC financing statements Loan Documents and the DIP Orders, in the appropriate form are filed in respect of the applicable Loan Parties in the offices of secretaries of state of those states specified in paragraph 1(a) of the Perfection Certificateeach case, to the extent perfection can be obtained required by filing UCC financing statementsthe Loan Documents and the DIP Orders, having the priorities set forth in the DIP Orders and subject only to the Carve-Out, Prior Liens and other exceptions set forth in the DIP Orders and the Loan Documents. Upon entry of the DIP Orders, the Administrative Agent (for the benefit of the Lenders) shall have a legal, valid, enforceable, non-avoidable and automatically and fully perfected Lien on, and security interest in all right, title and interest of the relevant Loan Parties in the Collateral described therein (including, in the case of Intellectual Property, all state trademark registrations, common law trademarks and any applications for the registration of any of the foregoing, but excluding the Collateral described in the following clauses (ii) through (iv)) and, subject to Section 9-315 of the UCC, the proceeds thereofSHC Debtors, as security for the Obligations, prior and superior in right to any other person (except for Liens permitted under Section 6.02), (ii) in the case of the Pledged Collateral, when the original stock certificates representing the Pledged Collateral are delivered to the Agent and UCC financing statements in the appropriate form are filed in respect of the applicable Loan Parties in the offices of secretaries of state of those states specified in paragraph 1(a) of the Perfection Certificate, to the extent perfection can be obtained required by the deposit of DIP Orders, having the original stock certificates and the filing of UCC financing statements, the Agent (for the benefit of the Lenders) shall have a fully perfected Lien on, and security interest in all right, title and interest of the relevant Loan Parties in such Pledged Collateral and, subject to Section 9-315 of the UCC, the proceeds thereof, as security for the Obligations, prior and superior in right to any other person (except for Liens permitted under Section 6.02), (iii) priorities set forth in the case of any deposit or securities accounts included DIP Orders and subject only to the Carve-Out, Prior Liens and other exceptions set forth in the Collateral DIP Orders. (which, for the avoidance of doubt, excludes Excluded Accounts), b) Pursuant to and to the extent perfection can be obtained by entering into a Control Agreement, when a Control Agreement is entered into with respect to such deposit or securities accounts, the Agent (for the benefit of the Lenders) shall have a fully perfected Lien on, and security interest in all right, title and interest of the applicable Loan Parties in such deposit or securities accounts, as applicable, as security for the Obligations, prior and superior in right to any other person (except for Liens permitted under Section 6.02) and (iv) provided in the case of United States patentDIP Orders, United States copyright, and United States federal trademark registrations, and applications for the issuance no filing or registration of any of the foregoing upon the recordation of a short-form security agreement in form and substance reasonably satisfactory to the Agent with the United States Patent and Trademark Office, or the United States Copyright Office, as applicable, together with the filing of UCC financing statements (together with any schedules the Agent requests that the Borrower includes to itemize such Intellectual Property included as Collateral) in the appropriate form in respect of the applicable Loan Parties in the offices of secretaries of state of those states specified in paragraph 1(a) of the Perfection Certificate, the Agent (for the benefit of the Lenders) shall have a fully perfected Lien on, and security interest in all right, title and interest of the applicable Loan Parties organized in the United States in such Intellectual Property in which a security interest may be perfected by such filing in the United States, in each case, prior and superior in right to any other Person (except for Liens permitted under Section 6.02 that have priority as a matter of law) (it being understood that subsequent recordings in the United States Patent and Trademark Office or the United States Copyright Office, as applicable, may action will be necessary to perfect a Lien on patents, patent applications, or protect such Liens and trademark security interests. (c) Pursuant to and copyright registrations and applications for registration acquired, obtained or initiated by, or granted toto the extent provided in the DIP Orders, the Loan Parties after Obligations of the date hereof)SHC Debtors under this Agreement will constitute allowed superpriority administrative expense claims in the Chapter 11 Cases under section 364(c) of the Bankruptcy Code, having priority over all administrative expense claims and unsecured claims against such SHC Debtors now existing or hereafter arising, of any kind whatsoever, including, without limitation, all administrative expense claims of the kind specified in sections 503(b) and 507(b) of the Bankruptcy Code on a joint and several basis and all superpriority administrative expense claims granted to any other Person, subject only to the Carve-Out and other exceptions set forth in the DIP Orders, which claims shall have recourse to all of the SHC Debtors’ assets.

Collateral Documents. (a) The Pledge Each Lender hereby further authorizes Administrative Agent to enter into the Collateral Documents as secured party, in each case on behalf of and Security Agreement and Collateral Assignments, upon execution and delivery thereof by the parties thereto, will, under the governing law thereof, create in favor of the Agent for the benefit of Lenders and agrees to be bound by the Lendersterms of the Collateral Documents; provided that Administrative Agent shall not enter into or consent to any amendment, a legalmodification, valid and enforceable security interest termination or waiver of any provision contained in the Collateral described therein Documents without the prior consent of Requisite Lenders; provided further, that anything in this Agreement or the other Loan Documents to the extent intended to be created thereby.contrary notwithstanding: (i) when UCC financing statements in Administrative Agent is authorized on behalf of all Lenders, without the appropriate form are filed in respect necessity of the applicable Loan Parties in the offices of secretaries of state of those states specified in paragraph 1(a) of the Perfection Certificate, any notice to the extent perfection can be obtained by filing UCC financing statements, the Agent (for the benefit of or further consent from the Lenders) shall have a fully perfected Lien on, and security interest in all right, title and interest of the relevant Loan Parties in the Collateral described therein (including, in the case of Intellectual Property, all state trademark registrations, common law trademarks and from time to time to take any applications for the registration of any of the foregoing, but excluding the Collateral described in the following clauses (ii) through (iv)) and, subject to Section 9-315 of the UCC, the proceeds thereof, as security for the Obligations, prior and superior in right to any other person (except for Liens permitted under Section 6.02), (ii) in the case of the Pledged Collateral, when the original stock certificates representing the Pledged Collateral are delivered to the Agent and UCC financing statements in the appropriate form are filed in respect of the applicable Loan Parties in the offices of secretaries of state of those states specified in paragraph 1(a) of the Perfection Certificate, to the extent perfection can be obtained by the deposit of the original stock certificates and the filing of UCC financing statements, the Agent (for the benefit of the Lenders) shall have a fully perfected Lien on, and security interest in all right, title and interest of the relevant Loan Parties in such Pledged Collateral and, subject to Section 9-315 of the UCC, the proceeds thereof, as security for the Obligations, prior and superior in right to any other person (except for Liens permitted under Section 6.02), (iii) in the case of any deposit or securities accounts included in the Collateral (which, for the avoidance of doubt, excludes Excluded Accounts), to the extent perfection can be obtained by entering into a Control Agreement, when a Control Agreement is entered into action with respect to such deposit or securities accounts, the Agent (for the benefit of the Lenders) shall have a fully perfected Lien on, and security interest in all right, title and interest of the applicable Loan Parties in such deposit or securities accounts, as applicable, as security for the Obligations, prior and superior in right to any other person (except for Liens permitted under Section 6.02) and (iv) in the case of United States patent, United States copyright, and United States federal trademark registrations, and applications for the issuance or registration of any of the foregoing upon the recordation of a short-form security agreement in form and substance reasonably satisfactory to the Agent with the United States Patent and Trademark Office, Collateral or the United States Copyright Office, as applicable, together with the filing of UCC financing statements (together with any schedules the Agent requests that the Borrower includes to itemize such Intellectual Property included as Collateral) in the appropriate form in respect of the applicable Loan Parties in the offices of secretaries of state of those states specified in paragraph 1(a) of the Perfection Certificate, the Agent (for the benefit of the Lenders) shall have a fully perfected Lien on, and security interest in all right, title and interest of the applicable Loan Parties organized in the United States in such Intellectual Property in Collateral Documents which a security interest may be perfected by such filing in the United States, in each case, prior and superior in right to any other Person (except for Liens permitted under Section 6.02 that have priority as a matter of law) (it being understood that subsequent recordings in the United States Patent and Trademark Office or the United States Copyright Office, as applicable, may be necessary to perfect and maintain perfected the security interest in and Liens upon the Collateral granted pursuant to the Collateral Documents. (ii) The Lenders irrevocably authorize Administrative Agent, at its option and in its discretion, to release any Lien granted to or held by Administrative Agent upon any Collateral (a) upon termination of the Commitments and payment in full of the Loans and all other Obligations payable under this Agreement and under any other Loan Document; (b) constituting property sold or to be sold or disposed of as part of or in connection with any disposition permitted hereunder or under the Collateral Documents; (c) constituting property in which any Credit Party owned no interest at the time the Lien was granted or at any time thereafter; (d) constituting property leased to any Credit Party under a Lien on patents, patent applicationslease which has expired or been terminated in a transaction permitted under this Agreement or is about to expire and which has not been, and trademark and copyright registrations and applications for registration acquiredis not intended by such Credit Party to be, obtained renewed or initiated byextended; (e) consisting of an instrument evidencing Indebtedness if the Indebtedness evidenced thereby has been paid in full; or (f) if otherwise approved, authorized or granted toratified in writing by Requisite Lenders, the Loan Parties after the date hereof)subject to subsection 9.6. Upon request by Administrative Agent at any time, Lenders will confirm in writing Administrative Agent's authority to release particular types or items of Collateral pursuant to this subsection 8.6.

Collateral Documents. (a) The Pledge and Security Agreement and As of the Closing Date, the Collateral AssignmentsDocuments, upon execution and delivery thereof executed by the parties theretoCompany and each Subsidiary party to such Collateral Document, willin appropriate form for recording, under where necessary, together with: (i) acknowledgment copies of all UCC-l financing statements filed, registered or recorded to perfect the governing law thereof, create in favor security interests of the Collateral Agent for the benefit of the LendersBanks, a legalor other evidence satisfactory to the Agent that there has been or will be filed, valid registered or recorded all financing statements and enforceable security interest in other filings, registrations and recordings necessary and advisable to perfect the Liens of the Collateral described therein to the extent intended to be created thereby. (i) when UCC financing statements in the appropriate form are filed in respect of the applicable Loan Parties in the offices of secretaries of state of those states specified in paragraph 1(a) of the Perfection Certificate, to the extent perfection can be obtained by filing UCC financing statements, the Agent (for the benefit of the Lenders) shall have a fully perfected Lien on, and security interest Banks in all right, title and interest of the relevant Loan Parties in the Collateral described therein (including, in the case of Intellectual Property, all state trademark registrations, common law trademarks and any applications for the registration of any of the foregoing, but excluding the Collateral described in the following clauses accordance with applicable law; (ii) through (iv)) andwritten advice relating to such Lien and judgment searches as the Collateral Agent shall have requested of the Company, and such termination statements or other documents as may be necessary to confirm that the Collateral is subject to Section 9-315 no other Liens in favor of the UCC, the proceeds thereof, as security for the Obligations, prior any Persons (other than Permitted Liens); (iii) all certificates and superior in right to any other person (except for Liens permitted under Section 6.02), (ii) in the case of instruments representing the Pledged Collateral, when stock transfer powers executed in blank as the original stock certificates representing Collateral Agent or the Pledged Banks may specify; (iv) evidence that all other actions necessary or, in the opinion of the Collateral are delivered Agent or the Banks, desirable to perfect and protect the first priority security interest created by the Collateral Documents have been taken; (v) funds sufficient to pay any filing or recording tax or fee in connection with any and all UCC-1 financing statements; (vi) evidence that the Collateral Agent has been named as loss payee under all policies of casualty insurance, and as additional insured under all policies of liability insurance; (vii) such consents, estoppels, subordination agreements and other documents and instruments executed by landlords, tenants and other Persons party to material contracts relating to any Collateral as to which the Agent and UCC financing statements in the appropriate form are filed in respect of the applicable Loan Parties in the offices of secretaries of state of those states specified in paragraph 1(a) of the Perfection Certificate, to the extent perfection can shall be obtained by the deposit of the original stock certificates and the filing of UCC financing statements, the Agent (granted a Lien for the benefit of the LendersBanks, as requested by the Agent or any Bank; and (viii) shall have a fully perfected evidence that all other actions necessary or, in the opinion of the Collateral Agent or the Banks, desirable to perfect and protect the first priority Lien oncreated by the Collateral Documents, and security interest in all right, title and interest of the relevant Loan Parties in such Pledged Collateral and, subject to Section 9-315 of the UCC, the proceeds thereof, as security for the Obligations, prior and superior in right to any other person (except for Liens permitted under Section 6.02), (iii) in the case of any deposit or securities accounts included in enhance the Collateral (which, for the avoidance of doubt, excludes Excluded Accounts), Agent's ability to preserve and protect its interests in and access to the extent perfection can be obtained by entering into a Control AgreementCollateral, when a Control Agreement is entered into with respect to such deposit or securities accounts, the Agent (for the benefit of the Lenders) shall have a fully perfected Lien on, and security interest in all right, title and interest of the applicable Loan Parties in such deposit or securities accounts, as applicable, as security for the Obligations, prior and superior in right to any other person (except for Liens permitted under Section 6.02) and (iv) in the case of United States patent, United States copyright, and United States federal trademark registrations, and applications for the issuance or registration of any of the foregoing upon the recordation of a short-form security agreement in form and substance reasonably satisfactory to the Agent with the United States Patent and Trademark Office, or the United States Copyright Office, as applicable, together with the filing of UCC financing statements (together with any schedules the Agent requests that the Borrower includes to itemize such Intellectual Property included as Collateral) in the appropriate form in respect of the applicable Loan Parties in the offices of secretaries of state of those states specified in paragraph 1(a) of the Perfection Certificate, the Agent (for the benefit of the Lenders) shall have a fully perfected Lien on, and security interest in all right, title and interest of the applicable Loan Parties organized in the United States in such Intellectual Property in which a security interest may be perfected by such filing in the United States, in each case, prior and superior in right to any other Person (except for Liens permitted under Section 6.02 that have priority as a matter of law) (it being understood that subsequent recordings in the United States Patent and Trademark Office or the United States Copyright Office, as applicable, may be necessary to perfect a Lien on patents, patent applications, and trademark and copyright registrations and applications for registration acquired, obtained or initiated by, or granted to, the Loan Parties after the date hereof).been taken;

Collateral Documents. (a) The Pledge and Security Agreement and As of the Closing Date, the Collateral AssignmentsDocuments, upon execution and delivery thereof executed by the parties theretoapplicable Credit Party, willin appropriate form for recording, under where necessary, together with: (i) acknowledgment copies of all UCC-l financing statements filed, registered or recorded to perfect the governing law thereof, create in favor security interests of the Collateral Agent for the benefit of the Lenders, a legalor other evidence satisfactory to the Agent that there has been or will be filed, valid registered or recorded all financing statements and enforceable other filings, registrations and recordings necessary and advisable to perfect the Liens of the Collateral Agent for the benefit of the Lenders in accordance with applicable law; (ii) written advice relating to such Lien and judgment searches as the Collateral Agent shall have requested of the Company, and such termination statements or other documents as may be necessary to confirm that the Collateral is subject to no other Liens in favor of any Persons (other than Permitted Liens); (iii) all certificates and instruments representing the Pledged Collateral, stock transfer powers executed in blank as the Collateral Agent or the Lenders may specify; (iv) evidence that all other actions necessary or, in the opinion of the Collateral Agent or the Lenders, desirable to perfect and protect the first priority security interest in created by the Collateral described therein to the extent intended to be created thereby.Documents have been taken; (iv) when UCC financing statements funds sufficient to pay any filing or recording tax or fee in the appropriate form are filed in respect of the applicable Loan Parties in the offices of secretaries of state of those states specified in paragraph 1(a) of the Perfection Certificate, to the extent perfection can be obtained by filing UCC connection with any and all UCC-1 financing statements; (vi) evidence that the Collateral Agent has been named as loss payee under all policies of casualty insurance, and as additional insured under all policies of liability insurance; (vii) such consents, estoppels, subordination agreements and other documents and instruments executed by landlords, tenants and other Persons party to material contracts relating to any Collateral as to which the Agent (shall be granted a Lien for the benefit of the Lenders, as requested by the Agent or any Lender; and (viii) shall have a fully perfected Lien on, and security interest in evidence that all right, title and interest of the relevant Loan Parties in the Collateral described therein (includingother actions necessary or, in the case of Intellectual Property, all state trademark registrations, common law trademarks and any applications for the registration of any opinion of the foregoingCollateral Agent or the Lenders, but excluding desirable to perfect and protect the first priority Lien created by the Collateral described Documents, and to enhance the Collateral Agent's ability to preserve and protect its interests in and access to the following clauses (ii) through (iv)) and, subject to Section 9-315 of the UCC, the proceeds thereof, as security for the Obligations, prior and superior in right to any other person (except for Liens permitted under Section 6.02), (ii) in the case of the Pledged Collateral, when the original stock certificates representing the Pledged Collateral are delivered to the Agent and UCC financing statements in the appropriate form are filed in respect of the applicable Loan Parties in the offices of secretaries of state of those states specified in paragraph 1(a) of the Perfection Certificate, to the extent perfection can be obtained by the deposit of the original stock certificates and the filing of UCC financing statements, the Agent (for the benefit of the Lenders) shall have a fully perfected Lien on, and security interest in all right, title and interest of the relevant Loan Parties in such Pledged Collateral and, subject to Section 9-315 of the UCC, the proceeds thereof, as security for the Obligations, prior and superior in right to any other person (except for Liens permitted under Section 6.02), (iii) in the case of any deposit or securities accounts included in the Collateral (which, for the avoidance of doubt, excludes Excluded Accounts), to the extent perfection can be obtained by entering into a Control Agreement, when a Control Agreement is entered into with respect to such deposit or securities accounts, the Agent (for the benefit of the Lenders) shall have a fully perfected Lien on, and security interest in all right, title and interest of the applicable Loan Parties in such deposit or securities accounts, as applicable, as security for the Obligations, prior and superior in right to any other person (except for Liens permitted under Section 6.02) and (iv) in the case of United States patent, United States copyright, and United States federal trademark registrations, and applications for the issuance or registration of any of the foregoing upon the recordation of a short-form security agreement in form and substance reasonably satisfactory to the Agent with the United States Patent and Trademark Office, or the United States Copyright Office, as applicable, together with the filing of UCC financing statements (together with any schedules the Agent requests that the Borrower includes to itemize such Intellectual Property included as Collateral) in the appropriate form in respect of the applicable Loan Parties in the offices of secretaries of state of those states specified in paragraph 1(a) of the Perfection Certificate, the Agent (for the benefit of the Lenders) shall have a fully perfected Lien on, and security interest in all right, title and interest of the applicable Loan Parties organized in the United States in such Intellectual Property in which a security interest may be perfected by such filing in the United States, in each case, prior and superior in right to any other Person (except for Liens permitted under Section 6.02 that have priority as a matter of law) (it being understood that subsequent recordings in the United States Patent and Trademark Office or the United States Copyright Office, as applicable, may be necessary to perfect a Lien on patents, patent applications, and trademark and copyright registrations and applications for registration acquired, obtained or initiated by, or granted to, the Loan Parties after the date hereof).been taken;

Collateral Documents. (a) The Pledge Each Lender authorizes the Agent to enter into each of the Collateral Documents to which it is a party and Security Agreement to take all action contemplated by such documents. Each Lender agrees that no Holder of Secured Obligations other than the Agent shall have the right individually to seek to realize upon the security granted by any Collateral Document, it being understood and Collateral Assignments, upon execution agreed that such rights and delivery thereof remedies may be exercised solely by the parties thereto, will, under the governing law thereof, create in favor of the Agent for the benefit of the Lenders, a legal, valid and enforceable security interest in Holders of Secured Obligations upon the terms of the Collateral described therein to the extent intended to be created therebyDocuments. (b) In the event that any Collateral is hereafter pledged by any Person as collateral security for the Obligations, the Agent is hereby authorized to execute and deliver on behalf of the Holders of Secured Obligations any Loan Documents necessary or appropriate to grant and perfect a Lien on such Collateral in favor of the Agent on behalf of the Holders of Secured Obligations. (c) The Lenders hereby authorize the Agent, at its option and in its discretion, to release any Lien granted to or held by the Agent upon any Collateral (i) when UCC financing statements in upon termination of the appropriate form are filed Commitments and payment and satisfaction of all of the Obligations (other than contingent indemnity obligations) at any time arising under or in respect of this Agreement or the Loan Documents or the transactions contemplated hereby or thereby; (ii) as permitted by, but only in accordance with, the terms of the applicable Loan Parties Document; or (iii) if approved, authorized or ratified in writing by the offices of secretaries of state of those states specified in paragraph 1(a) Required Lenders, unless such release is required to be approved by all of the Perfection CertificateLenders hereunder. Upon request by the Agent at any time, the Lenders will confirm in writing the Agent's authority to release particular types or items of Collateral pursuant to this Section 10.12(c). (d) Upon any sale or transfer of assets constituting Collateral which is permitted pursuant to the extent perfection can be obtained terms of any Loan Document, or consented to in writing by filing UCC financing statementsthe Required Lenders or all of the Lenders, as applicable, and upon at least five Business Days' prior written request by the Borrower, the Agent shall (and is hereby irrevocably authorized by the Lenders to) execute such documents as may be necessary to evidence the release of the Liens granted to the Agent for the benefit of the Lenders) shall have a fully perfected Lien on, and security interest in all right, title and interest Holders of the relevant Loan Parties in Secured Obligations herein or pursuant hereto upon the Collateral described therein that was sold or transferred; provided, however, that (includingi) the Agent shall not be required to execute any such document on terms which, in the case Agent's opinion, would expose the Agent to liability or create any obligation or entail any consequence other than the release of Intellectual Propertysuch Liens without recourse or warranty, all state trademark registrations, common law trademarks and any applications for the registration of any of the foregoing, but excluding the Collateral described in the following clauses (ii) through such release shall not in any manner discharge, affect or impair the Secured Obligations or any Liens upon (iv)) and, subject to Section 9-315 or obligations of the UCCBorrower or any Subsidiary in respect of) all interests retained by the Borrower or any Subsidiary, including (without limitation) the proceeds thereof, as security for the Obligations, prior and superior in right to any other person (except for Liens permitted under Section 6.02), (ii) in the case of the Pledged Collateralsale, when the original stock certificates representing the Pledged Collateral are delivered all of which shall continue to the Agent and UCC financing statements in the appropriate form are filed in respect constitute part of the applicable Loan Parties in the offices of secretaries of state of those states specified in paragraph 1(a) of the Perfection Certificate, to the extent perfection can be obtained by the deposit of the original stock certificates and the filing of UCC financing statements, the Agent (for the benefit of the Lenders) shall have a fully perfected Lien on, and security interest in all right, title and interest of the relevant Loan Parties in such Pledged Collateral and, subject to Section 9-315 of the UCC, the proceeds thereof, as security for the Obligations, prior and superior in right to any other person (except for Liens permitted under Section 6.02), (iii) in the case of any deposit or securities accounts included in the Collateral (which, for the avoidance of doubt, excludes Excluded Accounts), to the extent perfection can be obtained by entering into a Control Agreement, when a Control Agreement is entered into with respect to such deposit or securities accounts, the Agent (for the benefit of the Lenders) shall have a fully perfected Lien on, and security interest in all right, title and interest of the applicable Loan Parties in such deposit or securities accounts, as applicable, as security for the Obligations, prior and superior in right to any other person (except for Liens permitted under Section 6.02) and (iv) in the case of United States patent, United States copyright, and United States federal trademark registrations, and applications for the issuance or registration of any of the foregoing upon the recordation of a short-form security agreement in form and substance reasonably satisfactory to the Agent with the United States Patent and Trademark Office, or the United States Copyright Office, as applicable, together with the filing of UCC financing statements (together with any schedules the Agent requests that the Borrower includes to itemize such Intellectual Property included as Collateral) in the appropriate form in respect of the applicable Loan Parties in the offices of secretaries of state of those states specified in paragraph 1(a) of the Perfection Certificate, the Agent (for the benefit of the Lenders) shall have a fully perfected Lien on, and security interest in all right, title and interest of the applicable Loan Parties organized in the United States in such Intellectual Property in which a security interest may be perfected by such filing in the United States, in each case, prior and superior in right to any other Person (except for Liens permitted under Section 6.02 that have priority as a matter of law) (it being understood that subsequent recordings in the United States Patent and Trademark Office or the United States Copyright Office, as applicable, may be necessary to perfect a Lien on patents, patent applications, and trademark and copyright registrations and applications for registration acquired, obtained or initiated by, or granted to, the Loan Parties after the date hereof).

Collateral Documents. (a) The Pledge and Borrower shall have delivered to the Collateral Agent the Security Agreement and Collateral AssignmentsAgreement, upon execution and delivery thereof duly executed by the parties thereto, will, under the governing law thereof, create in favor Borrower and each of the Agent for the benefit of the LendersSubsidiary Guarantors, a legal, valid and enforceable security interest in the Collateral described therein to the extent intended to be created thereby. together with (iA) when UCC financing statements in and other applicable documents under the laws of all necessary or appropriate form are filed in jurisdictions with respect to the perfection of the applicable Loan Parties in Liens granted under the offices of secretaries of state of those states specified in paragraph 1(a) of the Perfection CertificateSecurity Agreement, to the extent perfection can be obtained as reasonably requested by filing UCC financing statements, the Agent (for the benefit of the Lenders) shall have a fully perfected Lien on, and security interest in all right, title and interest of the relevant Loan Parties in the Collateral described therein Agent in order to perfect such Liens, duly authorized by the Credit Parties, (includingB) a Diligence Questionnaire, duly completed and executed by the Borrower, (C) duly executed Patent Security Agreements, Trademark Security Agreements and Copyright Security Agreements, (D) original certificates evidencing all issued and outstanding shares of Equity Interests of all Subsidiaries (other than Immaterial Subsidiaries) owned directly by any Credit Party (in the case of Intellectual PropertyExcluded Foreign Subsidiaries, all state trademark registrations, common law trademarks and any applications for the registration of any limited to 65% of the foregoingissued and outstanding voting Equity Interests of such Subsidiary and 100% of the issued and outstanding non-voting Equity Interests of such Subsidiary, as applicable); provided that any such stock certificates of the Acquired Business and its Subsidiaries will be required to be delivered on the Closing Date only to the extent in the possession of the Borrower after its use of commercially reasonable efforts to obtain such certificates prior to the Closing Date and if not required to be delivered on the Closing Date, the delivery thereof shall not be a condition to the availability of the initial Loans on the Closing Date (but excluding shall be required to be delivered as promptly as practicable after the Closing Date and in any event within the period specified therefor in Schedule 6.11(b) or such later date as the Collateral described in the following clauses (ii) through (iv)) and, subject to Section 9-315 of the UCC, the proceeds thereof, as security for the Obligations, prior and superior in right to any other person (except for Liens permitted under Section 6.02Agent may reasonably agree), (iiE) in the case original instruments or promissory notes representing or evidencing pledged indebtedness constituting Collateral; provided that any such original instruments or promissory notes of the Pledged Collateral, when Acquired Business and its Subsidiaries will be required to be delivered on the original stock certificates representing the Pledged Collateral are delivered to the Agent and UCC financing statements in the appropriate form are filed in respect of the applicable Loan Parties in the offices of secretaries of state of those states specified in paragraph 1(a) of the Perfection Certificate, Closing Date only to the extent perfection can be obtained by in the deposit possession of the original stock Borrower after its use of commercially reasonable efforts to obtain such certificates prior to the Closing Date and if not required to be delivered on the filing of UCC financing statementsClosing Date, the Agent (for delivery thereof shall not be a condition to the benefit availability of the Lendersinitial Loans on the Closing Date (but shall be required to be delivered as promptly as practicable after the Closing Date and in any event within the period specified therefor in Schedule 6.11(b) shall have a fully perfected Lien on, and security interest in all right, title and interest of or such later date as the relevant Loan Parties in such Pledged Collateral and, subject to Section 9-315 of the UCC, the proceeds thereof, as security for the Obligations, prior and superior in right to any other person (except for Liens permitted under Section 6.02Agent may reasonably agree), (iiiF) stock or membership interest powers, note allonges or other appropriate instruments of transfer executed in the case of any deposit or securities accounts included in the Collateral (which, for the avoidance of doubt, excludes Excluded Accounts), to the extent perfection can be obtained by entering into a Control Agreement, when a Control Agreement is entered into with respect to such deposit or securities accounts, the Agent (for the benefit of the Lenders) shall have a fully perfected Lien on, and security interest in all right, title and interest of the applicable Loan Parties in such deposit or securities accounts, as applicable, as security for the Obligations, prior and superior in right to any other person (except for Liens permitted under Section 6.02) blank and (ivG) in the case copies of United States patentUCC, United States copyright, and United States federal trademark registrations, and applications for the issuance or registration of any of the foregoing upon the recordation of a short-form security agreement in form and substance reasonably satisfactory to the Agent with the United States Patent and Trademark Office, or the United States Copyright Office, as applicable, together with the filing of UCC financing statements (together with any schedules the Agent requests that the Borrower includes to itemize such Intellectual Property included as Collateral) in the appropriate form in respect of the applicable Loan Parties in the offices of secretaries of state of those states specified in paragraph 1(a) of the Perfection Certificate, the Agent (for the benefit of the Lenders) shall have a fully perfected Lien on, and security interest in all right, title and interest of the applicable Loan Parties organized in the United States in such Intellectual Property in which a security interest may be perfected by such filing in the United States, in each case, prior and superior in right to any other Person (except for Liens permitted under Section 6.02 that have priority as a matter of law) (it being understood that subsequent recordings in the United States Patent and Trademark Office or the and United States Copyright Office, tax and judgment lien searches and bankruptcy searches, each of a recent date listing all effective financing statements or lien notices that name any Credit Party as applicable, may be debtor and that are filed in those state and county jurisdictions in which any Credit Party is organized or maintains its principal place of business and such other searches that the Collateral Agent deems necessary to perfect a Lien on patents, patent applications, and trademark and copyright registrations and applications for registration acquired, obtained or initiated by, or granted to, the Loan Parties after the date hereof).appropriate;

Collateral Documents. (i) The Collateral Certificate, duly executed by the Borrower; (ii) Such UCC financing statements and fixture filings (appropriately completed) shall have been filed in such jurisdictions as the Administrative Agent may request to perfect the Liens granted to the Administrative Agent in this Agreement, the Security Documents and the other Credit Documents; (iii) Such UCC termination statements (appropriately completed and executed) shall have been filed in such jurisdictions as the Administrative Agent may request to terminate any financing statement evidencing Liens of other Persons in the Collateral which are prior to the Liens granted to the Administrative Agent in this Agreement, the Security Documents and the other Credit Documents, except for any such prior Liens which are expressly permitted by this Agreement to be prior; (iv) UCC search certificates from the jurisdictions in which UCC financing statements are to be filed pursuant to subsection (e)(ii) above and jurisdictions in which any Loan Party had assets prior to July 1, 2001 reflecting no other financing statements or filings which evidence Liens of other Persons in the Collateral which are prior to the Liens granted to the Administrative Agent in this Agreement, the Security Documents and the other Credit Documents, except for any such prior Liens (a) The Pledge and Security which are expressly permitted by this Agreement and Collateral Assignmentsto be prior or (b) for which the Administrative Agent has received a termination statement pursuant to subsection (e)(iii) above; (v) Control Account Agreements with respect to each Deposit Account of a Loan Party (other than Deposit Accounts constituting Excluded Collateral) not already subject to the Administrative Agent’s first priority perfected Lien, upon execution and delivery thereof each duly executed by the parties theretoAdministrative Agent, will, under the governing law thereof, create in favor of the Agent for the benefit of the Lenders, a legal, valid and enforceable security interest in the Collateral described therein to the extent intended to be created thereby. (i) when UCC financing statements in the appropriate form are filed in respect of the applicable Loan Parties in Party and the offices Depositary Bank thereto; (vi) The stock certificates representing (A) all of secretaries the Equity Securities of state of those states specified in paragraph 1(aeach Subsidiary (other than Tax Preferred Subsidiaries) of the Perfection CertificateBorrower and each Guarantor and (B) all of the outstanding non-voting Equity Securities and 65% of the outstanding voting Equity Securities of each Tax Preferred Subsidiary of the Borrower and each Guarantor, in each case pledged to the extent perfection can be obtained Administrative Agent pursuant to the Pledge Agreement, together with undated stock powers duly executed by filing UCC financing statementsthe registered holder of such Equity Securities in blank and attached thereto; (vii) A control agreement for each securities account at which any Loan Party maintains a securities account not already subject to the Administrative Agent’s first priority perfected Lien, the Agent (for the benefit of the Lenders) shall have a fully perfected Lien oneach appropriately completed, duly executed by such Loan Party, and security interest in all right, title and interest of the relevant Loan Parties in the Collateral described therein (including, in the case of Intellectual Property, all state trademark registrations, common law trademarks and any applications for the registration of any of the foregoing, but excluding the Collateral described in the following clauses (ii) through (iv)) and, subject to Section 9-315 of the UCC, the proceeds thereof, as security for the Obligations, prior and superior in right to any other person (except for Liens permitted under Section 6.02), (ii) in the case of the Pledged Collateral, when the original stock certificates representing the Pledged Collateral are delivered to the Administrative Agent and UCC financing statements in the appropriate form are filed in respect of the applicable Loan Parties in the offices of secretaries of state of those states specified in paragraph 1(a) of the Perfection Certificate, to the extent perfection can be obtained acknowledged by the deposit of the original stock certificates and the securities intermediary to which addressed; (viii) Appropriate documents for filing of UCC financing statements, the Agent (for the benefit of the Lenders) shall have a fully perfected Lien on, and security interest in all right, title and interest of the relevant Loan Parties in such Pledged Collateral and, subject to Section 9-315 of the UCC, the proceeds thereof, as security for the Obligations, prior and superior in right to any other person (except for Liens permitted under Section 6.02), (iii) in the case of any deposit or securities accounts included in the Collateral (which, for the avoidance of doubt, excludes Excluded Accounts), to the extent perfection can be obtained by entering into a Control Agreement, when a Control Agreement is entered into with respect to such deposit or securities accounts, the Agent (for the benefit of the Lenders) shall have a fully perfected Lien on, and security interest in all right, title and interest of the applicable Loan Parties in such deposit or securities accounts, as applicable, as security for the Obligations, prior and superior in right to any other person (except for Liens permitted under Section 6.02) and (iv) in the case of United States patent, United States copyright, and United States federal trademark registrations, and applications for the issuance or registration of any of the foregoing upon the recordation of a short-form security agreement in form and substance reasonably satisfactory to the Agent with the United States Patent and Trademark OfficeOffice and all other filings necessary to perfect the security interests granted to the Administrative Agent by the Security Documents, all appropriately completed and duly executed by each Loan Party (as applicable) and, where appropriate, notarized; and (ix) Evidence satisfactory to the Administrative Agent that the Leasehold Mortgages previously have been, or are in the United States Copyright Officeprocess of being, as applicable, together with the filing of UCC financing statements (together with any schedules the Agent requests that the Borrower includes to itemize such Intellectual Property included as Collateral) duly recorded in the appropriate form in respect of the applicable Loan Parties in the offices of secretaries of state of those states specified in paragraph 1(a) of the Perfection Certificate, the Agent (for the benefit of the Lenders) shall have a fully perfected Lien on, and security interest in all right, title and interest of the applicable Loan Parties organized in the United States in such Intellectual Property in which a security interest may be perfected by such filing in the United States, in each case, prior and superior in right to any other Person (except for Liens permitted under Section 6.02 that have priority as a matter of law) (it being understood that subsequent recordings in the United States Patent and Trademark Office or the United States Copyright Office, as applicable, may be necessary to perfect a Lien on patents, patent applications, and trademark and copyright registrations and applications for registration acquired, obtained or initiated by, or granted to, the Loan Parties after the date hereof)jurisdictions.

Collateral Documents. (a) The Pledge Each Lender authorizes the Agent to enter into each of the Collateral Documents to which it is a party and Security Agreement to take all action contemplated by such documents. Each Lender agrees that no Lender shall have the right individually to seek to realize upon the security granted by any Collateral Document, it being understood and Collateral Assignments, upon execution agreed that such rights and delivery thereof remedies may be exercised solely by the parties thereto, will, under the governing law thereof, create in favor of the Agent for the benefit of the Lenders, a legal, valid and enforceable security interest in Holders of Secured Obligations upon the terms of the Collateral described therein to the extent intended to be created therebyDocuments. (b) In the event that any Collateral is hereafter pledged by any Person as collateral security for the Obligations, the Agent is hereby authorized to execute and deliver on behalf of the Holders of Secured Obligations any Loan Documents necessary or appropriate to grant and perfect a Lien on such Collateral in favor of the Agent on behalf of the Holders of Secured Obligations. (c) The Lenders hereby authorize the Agent, at its option and in its discretion, to release any Lien granted to or held by the Agent upon any Collateral or release any Guarantor from its obligations under a Guaranty (i) when UCC financing statements in upon termination of the appropriate form are filed Commitments and payment and satisfaction of all of the Obligations at any time arising under or in respect of this Agreement or the Loan Documents or the transactions contemplated hereby or thereby; (ii) as permitted by, but only in accordance with, the terms of the applicable Loan Parties Document; or (iii) if approved, authorized or ratified in writing by the offices of secretaries of state of those states specified in paragraph 1(a) Required Lenders, unless such release is required to be approved by all of the Perfection CertificateLenders hereunder. Upon request by the Agent at any time, the Lenders will confirm in writing the Agent's authority to release particular types or items of Collateral pursuant to this Section 11.12(c). (d) Upon any sale and transfer of Collateral or of a Subsidiary which is expressly permitted pursuant to the extent perfection can be obtained terms of any Loan Document, or consented to in writing by filing UCC financing statementsthe Required Lenders or all of the Lenders, as applicable, and upon at least five Business Days' prior written request by the Borrower, the Agent shall (and is hereby irrevocably authorized by the Lenders to) execute such documents as may be necessary to evidence the release of the Liens granted to the Agent for the benefit of the Lenders) shall have a fully perfected Lien on, and security interest in all right, title and interest of the relevant Loan Parties in Lenders herein or pursuant hereto upon the Collateral described therein that was sold or transferred and release the applicable Guarantor from its obligations under the applicable Guaranty; provided, however, that (includingi) the Agent shall not be required to execute any such document on terms which, in the case Agent's opinion, would expose the Agent to liability or create any obligation or entail any consequence other than the release of Intellectual Propertysuch Liens without recourse or warranty, all state trademark registrations, common law trademarks and any applications for the registration of any of the foregoing, but excluding the Collateral described in the following clauses (ii) through such release shall not in any manner discharge, affect or impair the Obligations or any Liens upon (iv)) and, subject to Section 9-315 or obligations of the UCCBorrower or any Subsidiary in respect of) all interests retained by the Borrower or any Subsidiary, including (without limitation) the proceeds thereof, as security for the Obligations, prior and superior in right to any other person (except for Liens permitted under Section 6.02), (ii) in the case of the Pledged Collateralsale, when the original stock certificates representing the Pledged Collateral are delivered all of which shall continue to the Agent and UCC financing statements in the appropriate form are filed in respect constitute part of the applicable Loan Parties in the offices of secretaries of state of those states specified in paragraph 1(a) of the Perfection Certificate, to the extent perfection can be obtained by the deposit of the original stock certificates and the filing of UCC financing statements, the Agent (for the benefit of the Lenders) shall have a fully perfected Lien on, and security interest in all right, title and interest of the relevant Loan Parties in such Pledged Collateral and, subject to Section 9-315 of the UCC, the proceeds thereof, as security for the Obligations, prior and superior in right to any other person (except for Liens permitted under Section 6.02), (iii) in the case of any deposit or securities accounts included in the Collateral (which, for the avoidance of doubt, excludes Excluded Accounts), to the extent perfection can be obtained by entering into a Control Agreement, when a Control Agreement is entered into with respect to such deposit or securities accounts, the Agent (for the benefit of the Lenders) shall have a fully perfected Lien on, and security interest in all right, title and interest of the applicable Loan Parties in such deposit or securities accounts, as applicable, as security for the Obligations, prior and superior in right to any other person (except for Liens permitted under Section 6.02) and (iv) in the case of United States patent, United States copyright, and United States federal trademark registrations, and applications for the issuance or registration of any of the foregoing upon the recordation of a short-form security agreement in form and substance reasonably satisfactory to the Agent with the United States Patent and Trademark Office, or the United States Copyright Office, as applicable, together with the filing of UCC financing statements (together with any schedules the Agent requests that the Borrower includes to itemize such Intellectual Property included as Collateral) in the appropriate form in respect of the applicable Loan Parties in the offices of secretaries of state of those states specified in paragraph 1(a) of the Perfection Certificate, the Agent (for the benefit of the Lenders) shall have a fully perfected Lien on, and security interest in all right, title and interest of the applicable Loan Parties organized in the United States in such Intellectual Property in which a security interest may be perfected by such filing in the United States, in each case, prior and superior in right to any other Person (except for Liens permitted under Section 6.02 that have priority as a matter of law) (it being understood that subsequent recordings in the United States Patent and Trademark Office or the United States Copyright Office, as applicable, may be necessary to perfect a Lien on patents, patent applications, and trademark and copyright registrations and applications for registration acquired, obtained or initiated by, or granted to, the Loan Parties after the date hereof).

Collateral Documents. Without limiting the generality of clause (a) The Pledge and Security Agreement and Collateral Assignmentsof this Section 11.01, upon execution and delivery thereof by the parties thereto, will, under the governing law thereof, create in favor of each Lender hereby further authorizes the Agent to appoint PNC as Collateral Agent to enter into any Collateral Document as secured party on behalf of and for the benefit of such Lender or otherwise and to require the Lenders, a legal, valid delivery of any Collateral Document which the Agent determines is necessary or advisable to protect or perfect the interests of the Protected Parties in any Collateral and enforceable security interest in agrees to be bound by the terms of each of the Collateral described therein Documents. Anything contained in any of the Loan Documents to the extent intended contrary notwithstanding, but subject to be created thereby. (i) when UCC financing statements in the appropriate form are filed in respect Section 12.08, each Lender agrees that no Lender shall have any right individually to realize upon any of the applicable Collateral under any Collateral Document or Loan Parties in Document, it being understood and agreed that all powers, rights and remedies under the offices of secretaries of state of those states specified in paragraph 1(a) of the Perfection Certificate, to the extent perfection can Collateral Documents may be obtained exercised solely by filing UCC financing statements, the Agent (or its designee, including the Collateral Agent) for the benefit of Protected Parties in accordance with the Lendersterms thereof. Each Lender (for itself and on behalf of each other Creditor with which it is affiliated) shall have a fully perfected Lien onhereby authorizes the Agent (or, at the Agent’s discretion, its designee, including the Collateral Agent) (i) to release Collateral as permitted or required under this Agreement or the Collateral Documents or by Applicable Laws, and security interest in all right, title and interest of agrees that a certificate or other instrument executed by the relevant Loan Parties in Agent or the Collateral described therein (includingAgent evidencing such release of Collateral shall be conclusive evidence of such release as to any third party, in the case of Intellectual Property, all state trademark registrations, common law trademarks and any applications for the registration of any of the foregoing, but excluding the Collateral described in the following clauses (ii) through (iv)) andexcept as otherwise expressly provided in Section 12.03 hereof, subject to Section 9-315 enter into any amendments or waivers of the UCC, the proceeds thereof, as security for the Obligations, prior and superior in right to any other person (except for Liens permitted under Section 6.02), (ii) in the case of the Pledged Collateral, when the original stock certificates representing the Pledged Collateral are delivered to Documents which the Agent and UCC financing statements in determines are necessary or advisable, including, without limitation, those Collateral Documents the appropriate form of which are filed in respect of the applicable Loan Parties in the offices of secretaries of state of those states specified in paragraph 1(a) of the Perfection Certificate, exhibits to the extent perfection can be obtained by the deposit of the original stock certificates and the filing of UCC financing statements, the Agent (for the benefit of the Lenders) shall have a fully perfected Lien on, and security interest in all right, title and interest of the relevant Loan Parties in such Pledged Collateral and, subject to Section 9-315 of the UCC, the proceeds thereof, as security for the Obligations, prior and superior in right to any other person (except for Liens permitted under Section 6.02), (iii) in the case of any deposit or securities accounts included in the Collateral (which, for the avoidance of doubt, excludes Excluded Accounts), to the extent perfection can be obtained by entering into a Control this Agreement, when a Control Agreement is entered into with respect to such deposit or securities accounts, the Agent (for the benefit of the Lenders) shall have a fully perfected Lien on, and security interest in all right, title and interest of the applicable Loan Parties in such deposit or securities accounts, as applicable, as security for the Obligations, prior and superior in right to any other person (except for Liens permitted under Section 6.02) and (iv) in the case of United States patent, United States copyright, and United States federal trademark registrations, and applications for the issuance or registration of any of the foregoing upon the recordation of a short-form security agreement in form and substance reasonably satisfactory to the Agent with the United States Patent and Trademark Office, or the United States Copyright Office, as applicable, together with the filing of UCC financing statements (together with any schedules the Agent requests that the Borrower includes to itemize such Intellectual Property included as Collateral) in the appropriate form in respect of the applicable Loan Parties in the offices of secretaries of state of those states specified in paragraph 1(a) of the Perfection Certificate, the Agent (for the benefit of the Lenders) shall have a fully perfected Lien on, and security interest in all right, title and interest of the applicable Loan Parties organized in the United States in such Intellectual Property in which a security interest may be perfected by such filing in the United States, in each case, prior and superior in right to any other Person (except for Liens permitted under Section 6.02 that have priority as a matter of law) (it being understood that subsequent recordings in the United States Patent and Trademark Office or the United States Copyright Office, as applicable, may be necessary to perfect a Lien on patents, patent applications, and trademark and copyright registrations and applications for registration acquired, obtained or initiated by, or granted to, the Loan Parties after the date hereof).

Collateral Documents. (ai) The provisions of the Pledge Agreement will be, on and Security Agreement and Collateral Assignmentsafter the Closing Date, upon execution and delivery thereof by the parties theretoeffective to create, will, under the governing law thereof, create in favor of the Collateral Agent for the benefit of the LendersLenders and the Collateral Agent, legal, valid and enforceable security interests in all of the Collateral described therein, and upon the taking of and continued possession of such Collateral by the Collateral Agent on or prior to the Closing Date, the Pledge Agreement shall constitute, as of and after the Closing Date, a fully perfected security interest in such Collateral superior in right to any other security interests, existing or future, which any Person may have against such Collateral, except to the extent, if any, otherwise provided in the Pledge Agreement; (ii) the provisions of the Security Agreement are effective to create in favor of the Collateral Agent for the benefit of the Lenders and the Collateral Agent, a legal, valid and enforceable security interest in the Collateral described therein to the extent intended to be created thereby. (i) when UCC financing statements in the appropriate form are filed in respect of the applicable Loan Parties in the offices of secretaries of state of those states specified in paragraph 1(a) of the Perfection Certificate, to the extent perfection can be obtained by filing UCC financing statements, the Agent (for the benefit of the Lenders) shall have a fully perfected Lien on, and security interest in all right, title and interest in all of the relevant Loan Parties in the Collateral described therein (includingtherein, in and the case of Intellectual PropertySecurity Agreement, all state trademark registrations, common law trademarks and any applications for the registration of any of the foregoing, but excluding the Collateral described in the following clauses (ii) through (iv)) and, subject to Section 9-315 of the UCC, the proceeds thereof, as security for the Obligations, prior and superior in right to any other person (except for Liens permitted under Section 6.02), (ii) in the case of the Pledged Collateral, when the original stock certificates representing the Pledged Collateral are delivered to the Agent and UCC financing statements in the appropriate form are filed in respect of the applicable Loan Parties in the offices of secretaries of state of those states specified in paragraph 1(a) of the Perfection Certificate, to the extent perfection can be obtained by the deposit of the original stock certificates and upon the filing of UCC Form UCC-1 financing statementsstatements or the appropriate equivalent (which filing, if this representation is being made more than 10 days after the Agent (for the benefit of the Lenders) shall have Closing Date, has been made), create a fully perfected Lien first priority lien on, and security interest in in, all right, title and interest in all of the relevant Loan Parties in such Pledged Collateral and, subject to Section 9-315 of the UCC, the proceeds thereof, as security for the Obligations, prior and superior in right to any other person (except for Liens permitted under Section 6.02), (iii) described in the case of any deposit or securities accounts included in the Collateral (which, for the avoidance of doubt, excludes Excluded Accounts), Security Agreement to the extent perfection that such security interests can be obtained perfected by entering into a Control Agreement, when a Control Agreement is entered into with respect to such deposit or securities accounts, the Agent (for the benefit of the Lenders) shall have a fully perfected Lien on, and security interest in all right, title and interest of the applicable Loan Parties in such deposit or securities accounts, as applicable, as security for the Obligations, prior and superior in right to any other person (except for Liens permitted under Section 6.02) and (iv) in the case of United States patent, United States copyright, and United States federal trademark registrations, and applications for the issuance or registration of any of the foregoing upon the recordation of a short-form security agreement in form and substance reasonably satisfactory to the Agent with the United States Patent and Trademark Office, or the United States Copyright Office, as applicable, together with the filing of a financing statement under the UCC financing statements (together with any schedules the Agent requests that the Borrower includes to itemize such Intellectual Property included as Collateral) in the appropriate form in respect of the applicable Loan Parties in the offices of secretaries of state of those states specified in paragraph 1(a) of the Perfection Certificate, the Agent (for the benefit of the Lenders) shall have a fully perfected Lien on, and security interest in all right, title and interest of the applicable Loan Parties organized in the United States in such Intellectual Property or in which a security interest filing may be perfected by such filing in the United States, in each case, prior and superior in right to any other Person (except for Liens permitted under Section 6.02 that have priority as a matter of law) (it being understood that subsequent recordings made in the United States Patent and Trademark Office or in the United States Copyright Office, subject to no other Liens other than Permitted Liens. (iii) the Mortgages create, for the obligations purported to be secured thereby, a valid and enforceable perfected security interest in and mortgage lien on the respective Mortgaged Properties covered thereby in favor of the Collateral Agent (or such other trustee as applicable, may be necessary required or desired under local law) for the benefit of the Lenders, superior to perfect a Lien on patents, patent applications, and trademark prior to the rights of all third Persons (except that the security interest and copyright registrations mortgage lien created in the Mortgaged Properties may be subject to the Permitted Encumbrances related thereto) and applications for registration acquired, obtained or initiated by, or granted to, the Loan Parties after the date hereofsubject to no other Liens (other than Permitted Liens).

Collateral Documents. The Collateral Documents, to the extent not previously delivered to the Agent under the Original Credit Agreement, executed by Holdings, the Borrower or any Subsidiary of the Borrower, as applicable, in appropriate form for recording, where necessary, together with (ato the extent not previously delivered to the Agent under the Original Credit Agreement): (i) The Pledge acknowledgment copies of all uniform commercial code financing statements filed, registered or recorded to perfect the security interests of the Agent, for the benefit of Agent and Security Agreement the Lenders, granted pursuant to the Collateral Documents, or other evidence reasonably satisfactory to the Agent that there has been filed, registered or recorded all financing statements and other filings, registrations and recordings reasonably necessary and advisable to perfect the Liens of the Agent, for the benefit of Agent and the Lenders, granted pursuant to the Collateral AssignmentsDocuments, upon execution in accordance with applicable law; (ii) uniform commercial code financing statement, federal and delivery thereof state tax lien, pending litigation, and judgment searches as the Agent shall have reasonably requested of Holdings and the Borrower, its Subsidiaries, and such other Persons as Agent may reasonably request, and such termination statements, releases or other documents as may be reasonably necessary to confirm that the Collateral is subject to no other Liens in favor of any Persons (other than Permitted Liens); (iii) all certificates and instruments representing the Pledged Collateral, irrevocable proxies and stock transfer powers executed in blank or other executed endorsements reasonably satisfactory to the Agent, with signatures guaranteed as the Agent may reasonably require; (iv) evidence that all other actions reasonably necessary or, in the reasonable opinion of the Agent, desirable to perfect and protect the Liens created by the parties Collateral Documents have been taken; (v) funds sufficient to pay any filing or recording tax or fee in connection with any and all uniform commercial code financing statements and, if applicable, the Mortgages, or amendments thereto, willall title insurance premiums, under documentary stamp or intangible taxes, recording fees and mortgage taxes payable in connection with the governing law thereofrecording of any Mortgage, create amendment thereto, or filing of any uniform commercial code financing statements or the issuance of the title insurance policies (whether due on the Restatement Effective Date or in the future) including sums due in connection with any future advances; (vi) with respect to each parcel of real Property in respect of which there is delivered a Mortgage, if any (or, with respect to mortgagee policies of title insurance delivered in connection with the Original Credit Agreement, date down endorsements), an A.L.T.A. mortgagee policy of title insurance or a binder issued by a title insurance company reasonably satisfactory to the Agent insuring (or undertaking to insure, in the case of a binder) that the Mortgage creates and constitutes a valid first Lien against such real Property in favor of the Agent Agent, for the benefit of the Agent and the Lenders, a legal, valid in an amount and enforceable security interest in the Collateral described therein subject only to exceptions reasonably acceptable to the extent intended to be created thereby.Agent, with such endorsements and affirmative insurance as the Agent may reasonably request; (ivii) when UCC financing statements in if reasonably required by the appropriate form are filed Agent, flood insurance and earthquake insurance on terms reasonably satisfactory to the Agent; (viii) current A.L.T.A. surveys and surveyor’s certifications as to all real Property in respect of the applicable Loan Parties in the offices of secretaries of state of those states specified in paragraph 1(a) of the Perfection Certificatewhich there is delivered a Mortgage, to the extent perfection can be obtained by filing UCC financing statementsif any, the Agent (for the benefit of the Lenders) shall have a fully perfected Lien on, and security interest in all right, title and interest of the relevant Loan Parties in the Collateral described therein (including, in the case of Intellectual Property, all state trademark registrations, common law trademarks and any applications for the registration of any of the foregoing, but excluding the Collateral described in the following clauses (ii) through (iv)) and, subject to Section 9-315 of the UCC, the proceeds thereof, as security for the Obligations, prior and superior in right to any other person (except for Liens permitted under Section 6.02), (ii) in the case of the Pledged Collateral, when the original stock certificates representing the Pledged Collateral are delivered to the Agent and UCC financing statements in the appropriate form are filed in respect of the applicable Loan Parties in the offices of secretaries of state of those states specified in paragraph 1(a) of the Perfection Certificate, to the extent perfection can be obtained by the deposit of the original stock certificates and the filing of UCC financing statements, the Agent (for the benefit of the Lenders) shall have a fully perfected Lien on, and security interest in all right, title and interest of the relevant Loan Parties in such Pledged Collateral and, subject to Section 9-315 of the UCC, the proceeds thereof, as security for the Obligations, prior and superior in right to any other person (except for Liens permitted under Section 6.02), (iii) in the case of any deposit or securities accounts included in the Collateral (which, for the avoidance of doubt, excludes Excluded Accounts), to the extent perfection can be obtained by entering into a Control Agreement, when a Control Agreement is entered into with respect to such deposit or securities accounts, the Agent (for the benefit of the Lenders) shall have a fully perfected Lien on, and security interest in all right, title and interest of the applicable Loan Parties in such deposit or securities accounts, as applicable, as security for the Obligations, prior and superior in right to any other person (except for Liens permitted under Section 6.02) and (iv) in the case of United States patent, United States copyright, and United States federal trademark registrations, and applications for the issuance or registration of any of the foregoing upon the recordation of a short-form security agreement each in form and substance reasonably satisfactory to the Agent with the United States Patent Agent; and (ix) such consents, estoppels, subordination agreements and Trademark Officeother documents and instruments executed by landlords, or the United States Copyright Office, tenants and other Persons party to material contracts relating to any Collateral as applicable, together with the filing of UCC financing statements (together with any schedules to which the Agent requests that the Borrower includes to itemize such Intellectual Property included as Collateral) in the appropriate form in respect of the applicable Loan Parties in the offices of secretaries of state of those states specified in paragraph 1(a) of the Perfection Certificate, the Agent (shall be granted a Lien for the benefit of Agent and the Lenders) shall have a fully perfected Lien on, and security interest in all right, title and interest of the applicable Loan Parties organized in the United States in such Intellectual Property in which a security interest may be perfected by such filing in the United States, in each case, prior and superior in right to any other Person (except for Liens permitted under Section 6.02 that have priority as a matter of law) (it being understood that subsequent recordings in the United States Patent and Trademark Office or the United States Copyright Office, as applicable, may be necessary to perfect a Lien on patents, patent applications, and trademark and copyright registrations and applications for registration acquired, obtained or initiated by, or granted to, reasonably requested by the Loan Parties after the date hereof).Agent;

Collateral Documents. (a) The Pledge and Security Agreement and Collateral Assignments, upon execution and delivery thereof by the parties thereto, will, under the governing law thereof, create in favor Any of the Agent for the benefit Collateral Documents ceases to be in full force and effect, or any of the Lenders, a legal, valid and enforceable security interest Collateral Documents ceases to give the Lenders the Liens in any material portion of the Collateral described therein to the extent intended purported to be created thereby., or any of the Collateral Documents is declared null and void or the Borrower or any Restricted Subsidiary denies in writing that it has any further liability under any Collateral Document or gives written notice to such effect (in each case, other than in accordance with the terms of this Agreement or the terms of the Collateral Documents); provided that if a failure of the sort described in this clause (k) is susceptible of cure, no Event of Default shall arise under this clause (k) with respect thereto until 30 days after notice of such failure shall have been given to the Borrower by the Administrative Agent or the Lenders of not less than 25% of the aggregate principal amount of the then outstanding Loan Obligations. Notwithstanding the foregoing, for the period from the date of this Agreement until the date which is 90 days after the Closing Date (the “Clean-Up Period”), a breach of any representation or warranty in any Loan Document or any covenant, condition or agreement in any Loan Document existing by reason of circumstances existing on the Closing Date and relating solely to the business or operations of the Target (or any obligation to procure or ensure in relation thereto) shall not constitute a Default if and for so long as the circumstances giving rise to such breach: (i) when UCC financing statements in are capable of being cured during the appropriate form Clean-Up Period and Borrower and its Subsidiaries are filed in respect of the applicable Loan Parties in the offices of secretaries of state of those states specified in paragraph 1(a) of the Perfection Certificate, using reasonable efforts to the extent perfection can be obtained by filing UCC financing statements, the Agent cure such breach (for the benefit of the Lenders) shall have a fully perfected Lien on, and security interest in all right, title and interest of the relevant Loan Parties in the Collateral described therein (including, in the case of Intellectual Property, all state trademark registrations, common law trademarks and any applications for the registration of any of the foregoing, but excluding the Collateral described in the following clauses (ii) through (iv)) and, subject to Section 9-315 of the UCC, the proceeds thereof, as security for the Obligations, prior and superior in right to any other person (except for Liens permitted under Section 6.02), (ii) in the case of the Pledged Collateral, when the original stock certificates representing the Pledged Collateral are delivered to the Agent and UCC financing statements in the appropriate form are filed in respect of the applicable Loan Parties in the offices of secretaries of state of those states specified in paragraph 1(a) of the Perfection Certificate, to the extent perfection can be obtained by the deposit of the original stock certificates and the filing of UCC financing statements, the Agent (for the benefit of the Lenders) shall have a fully perfected Lien on, and security interest in all right, title and interest of the relevant Loan Parties in such Pledged Collateral and, subject to Section 9-315 of the UCC, the proceeds thereof, as security for the Obligations, prior and superior in right to any other person (except for Liens permitted under Section 6.02), (iii) in the case of any deposit or securities accounts included in the Collateral (which, it being understood for the avoidance of doubtdoubt that untrue disclosure or financial statements cannot be cured by amending, excludes Excluded Accountssupplementing or restating such disclosure or financial statements), to the extent perfection can be obtained ; (ii) have not been knowingly caused or approved by entering into a Control Agreement, when a Control Agreement is entered into with respect to such deposit or securities accounts, the Agent Borrower; and (for the benefit of the Lendersiii) shall have a fully perfected Lien onnot had, and security interest in all rightwould not reasonably be expected to have, title and interest of the applicable Loan Parties in such deposit or securities accounts, as applicable, as security for the Obligations, prior and superior in right to any other person (except for Liens permitted under Section 6.02) and (iv) in the case of United States patent, United States copyright, and United States federal trademark registrations, and applications for the issuance or registration of any of the foregoing upon the recordation of a short-form security agreement in form and substance reasonably satisfactory to the Agent with the United States Patent and Trademark Office, or the United States Copyright Office, as applicable, together with the filing of UCC financing statements (together with any schedules the Agent requests that the Borrower includes to itemize such Intellectual Property included as Collateral) in the appropriate form in respect of the applicable Loan Parties in the offices of secretaries of state of those states specified in paragraph 1(a) of the Perfection Certificate, the Agent (for the benefit of the Lenders) shall have a fully perfected Lien on, and security interest in all right, title and interest of the applicable Loan Parties organized in the United States in such Intellectual Property in which a security interest may be perfected by such filing in the United States, in each case, prior and superior in right to any other Person (except for Liens permitted under Section 6.02 that have priority as a matter of law) (it being understood that subsequent recordings in the United States Patent and Trademark Office or the United States Copyright Office, as applicable, may be necessary to perfect a Lien on patents, patent applications, and trademark and copyright registrations and applications for registration acquired, obtained or initiated by, or granted to, the Loan Parties after the date hereof)Material Adverse Effect.

Collateral Documents. (ai) The Pledge and Security Agreement and Collateral AssignmentsSuch Uniform Commercial Code financing statements (including, upon execution and delivery thereof by the parties theretowhere applicable, will, under the governing law thereof, create in favor Uniform Commercial Code fixture filings with respect to each of the Properties) shall have been filed (or delivered to the Administrative Agent for filing) in such jurisdictions as the benefit Administrative Agent may request to perfect the Liens granted to the Administrative Agent in this Agreement, the Security Documents and the other Credit Documents; (ii) Such Uniform Commercial Code termination statements (appropriately completed and executed) shall have been filed (or delivered to the Administrative Agent for filing) in such jurisdictions as the Administrative Agent may request to terminate any financing statement evidencing Liens of the Lenders, a legal, valid and enforceable security interest other Persons in the Collateral described therein which have priority over the Liens granted to the extent intended Administrative Agent in this Agreement, the Security Documents and the other Credit Documents, except for any such prior Liens which are expressly permitted by this Agreement to have such priority; (iii) Uniform Commercial Code searches from the jurisdictions in which Uniform Commercial Code financing statements are to be created thereby. (ifiled pursuant to Section 3.01(e)(i) when UCC reflecting no other financing statements in the appropriate form are filed in respect or filings which evidence Liens of the applicable Loan Parties in the offices of secretaries of state of those states specified in paragraph 1(a) of the Perfection Certificate, to the extent perfection can be obtained by filing UCC financing statements, the Agent (for the benefit of the Lenders) shall have a fully perfected Lien on, and security interest in all right, title and interest of the relevant Loan Parties other Persons in the Collateral described therein which have priority over the Liens granted to the Administrative Agent in this Agreement, the Security Documents and the other Credit Documents, except for any such prior Liens (includingA) which are expressly permitted by this Agreement to have such priority or (B) for which the Administrative Agent has received a termination statement pursuant to Section 3.01(e)(ii); (iv) The stock certificates, if applicable, representing (A) the Equity Interests of each of the Pledged Persons listed on Schedule III, in the case of Intellectual Property, all state trademark registrations, common law trademarks and any applications for the registration of any of the foregoing, but excluding the Collateral described in the following clauses (ii) through (iv)) and, subject to Section 9-315 of the UCC, the proceeds thereof, as security for the Obligations, prior and superior in right to any other person (except for Liens permitted under Section 6.02), (ii) in the case of the Pledged Collateral, when the original stock certificates representing the Pledged Collateral are delivered to the Agent and UCC financing statements in the appropriate form are filed in respect of the applicable Loan Parties in the offices of secretaries of state of those states specified in paragraph 1(apercentage(s) of the Perfection Certificate, to the extent perfection can be obtained by the deposit of the original stock certificates and the filing of UCC financing statements, the Agent (for the benefit of the Lenders) shall have a fully perfected Lien on, and security interest in all right, title and interest of the relevant Loan Parties in each such Pledged Collateral andPerson pledged as indicated on Schedule III, subject to Section 9-315 of the UCC, the proceeds thereof, as security for the Obligations, prior and superior in right to any other person (except for Liens permitted under Section 6.02), (iii) in the case of any deposit or securities accounts included in the Collateral (which, for the avoidance of doubt, excludes Excluded Accounts), to the extent perfection can be obtained by entering into a Control Agreement, when a Control Agreement is entered into with respect to such deposit or securities accounts, the Agent (for the benefit of the Lenders) shall have a fully perfected Lien on, and security interest in all right, title and interest of the applicable Loan Parties in such deposit or securities accountstogether with, as applicable, undated stock powers or other instruments of transfer duly executed by any applicable Loan Party, in blank and attached thereto (it being understood that CBII shall cause each Person required to deliver such stock certificates or other documentation to take such other steps as security may be requested by the Administrative Agent to perfect the Administrative Agent’s Lien in such Collateral in compliance with any applicable law); (v) Appropriate documents for the Obligations, prior and superior in right to any other person (except for Liens permitted under Section 6.02) and (iv) in the case of United States patent, United States copyright, and United States federal trademark registrations, and applications for the issuance or registration of any of the foregoing upon the recordation of a short-form security agreement in form and substance reasonably satisfactory to the Agent filing with the United States Patent and Trademark Office, or Office and the United States Copyright OfficeOffice necessary to perfect the security interests granted in the IP, in each case to the Administrative Agent by the Security Documents, all appropriately completed and duly executed by any applicable CBII Entity and, where appropriate, notarized or legalized, as applicable, together with the filing ; (vi) A certificate of UCC financing statements (together with any schedules the Agent requests CBII certifying that the Borrower includes Significant Parties possess all material environmental permits necessary for the conduct of their respective businesses; (vii) Such other documents, instruments and agreements as the Administrative Agent may reasonably request to itemize such Intellectual Property included as Collateral) establish and perfect the Liens granted to the Administrative Agent in the appropriate form in respect of Collateral pursuant to this Agreement, the applicable Loan Parties Security Documents and the other Credit Documents; (viii) Such other evidence as the Administrative Agent may reasonably request to establish that the Liens granted to the Administrative Agent in the offices of secretaries of state of those states specified in paragraph 1(a) of the Perfection CertificateCollateral pursuant to this Agreement, the Agent Security Documents and the other Credit Documents are perfected (for to the benefit of extent that the Lenders) shall have a fully perfected Lien on, and security interest in all right, title and interest of the applicable Loan Parties organized in the United States in such Intellectual Property in which a security interest may be perfected by such filing in the United States, in each case, prior and superior in right to any other Person (except for Liens permitted under Section 6.02 that have priority as a matter of law) (it being understood that subsequent recordings in the United States Patent and Trademark Office or the United States Copyright Office, as applicable, may be necessary to perfect a Lien on patents, patent applications, and trademark and copyright registrations and applications for registration acquired, obtained or initiated by, or granted to, Credit Documents obligate the Loan Parties after to provide such a perfected Lien) and have priority over the date hereof)Liens of other Persons in the Collateral, except for any such Liens which are expressly permitted by this Agreement to be prior; and (ix) Reaffirmations of the Credit Documents to the extent requested by the Administrative Agent.

Collateral Documents. (a) The Pledge and Security Agreement and provisions of each of the Collateral Assignments, upon execution and delivery thereof by the parties thereto, will, under the governing law thereof, Documents are effective to create in favor of the Agent for the benefit of the LendersBanks, a legal, valid and enforceable security interest in the Collateral described therein to the extent intended to be created thereby. (i) when UCC financing statements in the appropriate form are filed in respect of the applicable Loan Parties in the offices of secretaries of state of those states specified in paragraph 1(a) of the Perfection Certificate, to the extent perfection can be obtained by filing UCC financing statements, the Agent (for the benefit of the Lenders) shall have a fully perfected Lien on, and first priority security interest in all right, title and interest of the relevant each Loan Parties Party and its Subsidiaries in the Collateral collateral described therein (including, therein; and financing statements have been filed in the case of Intellectual Property, all state trademark registrations, common law trademarks and any applications for the registration of any appropriate offices of the foregoing, but excluding the Collateral described in the following clauses State of Nevada. (iib) through (iv)) and, subject The Deed of Trust and each other Mortgage when delivered will be effective to Section 9-315 of the UCC, the proceeds thereof, as security for the Obligations, prior and superior in right to any other person (except for Liens permitted under Section 6.02), (ii) in the case of the Pledged Collateral, when the original stock certificates representing the Pledged Collateral are delivered grant to the Agent and UCC financing statements in the appropriate form are filed in respect of the applicable Loan Parties in the offices of secretaries of state of those states specified in paragraph 1(a) of the Perfection Certificate, to the extent perfection can be obtained by the deposit of the original stock certificates and the filing of UCC financing statements, the Agent (for the benefit of the Lenders) shall Banks a legal, valid and enforceable deed of trust lien on all the right, title and interest of the mortgagor under the Deed of Trust or such Mortgage in the mortgaged Property described therein. When the Deed of Trust or each such other Mortgage is duly recorded in ▇▇▇▇▇ County, Nevada and the mortgage recording fees and taxes in respect thereof are paid and compliance is otherwise had with the formal requirements of state law applicable to the recording of real estate mortgages generally, each such mortgaged Property, subject to the encumbrances and exceptions to title set forth therein and except as noted in the title policies delivered to the Agent pursuant to Section 4.01 is subject to a legal, valid, enforceable and perfected first priority deed of trust; and when financing statements have been filed in ▇▇▇▇▇ County, Nevada, such Mortgage also creates a fully legal, valid, enforceable and perfected Lien first lien on, and security interest in in, all right, title and interest of each Loan Party or such Subsidiary under the relevant Loan Parties Deed of Trust or such other Mortgage in all personal property and fixtures which is covered by such Pledged Collateral andMortgage, subject to no other Liens, except the encumbrances and exceptions to title set forth therein and except as noted in the title policies delivered to the Agent pursuant to Section 9-315 4.01, and Permitted Liens. (c) All representations and warranties of each Loan Party, of any of its Subsidiaries and of the UCC, the proceeds thereof, as security for the Obligations, prior and superior in right to any other person (except for Liens permitted under Section 6.02), (iii) in the case of any deposit or securities accounts included Parent contained in the Collateral (which, for the avoidance of doubt, excludes Excluded Accounts), to the extent perfection can be obtained by entering into a Control Agreement, when a Control Agreement is entered into with respect to such deposit Documents or securities accounts, the Agent (for the benefit of the Lenders) shall have a fully perfected Lien on, in any Guaranty or any Parent Collateral Document are true and security interest in all right, title and interest of the applicable Loan Parties in such deposit or securities accounts, as applicable, as security for the Obligations, prior and superior in right to any other person (except for Liens permitted under Section 6.02) and (iv) in the case of United States patent, United States copyright, and United States federal trademark registrations, and applications for the issuance or registration of any of the foregoing upon the recordation of a short-form security agreement in form and substance reasonably satisfactory to the Agent with the United States Patent and Trademark Office, or the United States Copyright Office, as applicable, together with the filing of UCC financing statements (together with any schedules the Agent requests that the Borrower includes to itemize such Intellectual Property included as Collateral) in the appropriate form in respect of the applicable Loan Parties in the offices of secretaries of state of those states specified in paragraph 1(a) of the Perfection Certificate, the Agent (for the benefit of the Lenders) shall have a fully perfected Lien on, and security interest in all right, title and interest of the applicable Loan Parties organized in the United States in such Intellectual Property in which a security interest may be perfected by such filing in the United States, in each case, prior and superior in right to any other Person (except for Liens permitted under Section 6.02 that have priority as a matter of law) (it being understood that subsequent recordings in the United States Patent and Trademark Office or the United States Copyright Office, as applicable, may be necessary to perfect a Lien on patents, patent applications, and trademark and copyright registrations and applications for registration acquired, obtained or initiated by, or granted to, the Loan Parties after the date hereof)correct.

Collateral Documents. (a) The Pledge and Security Agreement and provisions of each of the Collateral Assignments, upon execution and delivery thereof by the parties thereto, will, under the governing law thereof, Documents are effective to create in favor of the Agent Administrative Agent, for the benefit of the LendersBanks, a legal, valid and enforceable security interest (subject to any qualifications on enforceability set forth in the Collateral described therein to the extent intended to be created thereby. (iOpinions of Counsel) when UCC financing statements in the appropriate form are filed in respect of the applicable Loan Parties in the offices of secretaries of state of those states specified in paragraph 1(a) of the Perfection Certificate, to the extent perfection can be obtained by filing UCC financing statements, the Agent (for the benefit of the Lenders) shall have a fully perfected Lien on, and first priority security interest in all right, title and interest of the relevant Loan Parties Borrower or SFPP, as applicable, in the Collateral described therein therein. (including, in the case b) Each Deed of Intellectual Property, all state trademark registrations, common law trademarks and any applications for the registration of any of the foregoing, but excluding the Collateral described in the following clauses (ii) through (iv)) and, subject to Section 9-315 of the UCC, the proceeds thereof, as security for the Obligations, prior and superior in right to any other person (except for Liens permitted under Section 6.02), (ii) in the case of the Pledged CollateralTrust, when the original stock certificates representing the Pledged Collateral are delivered delivered, will be effective to grant to the Agent and UCC financing statements in the appropriate form are filed in respect of the applicable Loan Parties in the offices of secretaries of state of those states specified in paragraph 1(a) of the Perfection CertificateAdministrative Agent, to the extent perfection can be obtained by the deposit of the original stock certificates and the filing of UCC financing statements, the Agent (for the benefit of the LendersBanks, a legal, valid and enforceable (subject to any qualifications on enforceability set forth in the Opinions of Counsel) lien on all the right, title and interest of the Borrower or SFPP, as applicable, in the Property described therein. When each such Deed of Trust is duly recorded and the mortgage recording fees and taxes in respect thereof are paid and compliance is otherwise had with the formal requirements of state law applicable to the recording of real estate deeds of trust or mortgages generally, each such Property, subject to the encumbrances and exceptions to title set forth in the title policies delivered to the Administrative Agent pursuant to Section 4.1.6(e), ---------------- encumbrances approved by the Administrative Agent pursuant to this Agreement, and encumbrances for which the Administrative Agent's consent or approval is not required under this Agreement (collectively, the "Permitted --------- Encumbrances"), will be subject to a legal, valid, enforceable (subject to ------------ any qualifications on enforceability set forth in the Opinions of Counsel) and perfected first priority lien. When financing statements have been duly filed, such Deed of Trust shall have also create a fully legal, valid, enforceable (subject to any qualifications on enforceability set forth in the Opinions of Counsel) and perfected Lien first lien on, and security interest in in, all right, title and interest of the relevant Loan Parties in such Pledged Collateral and, subject to Section 9-315 of the UCC, the proceeds thereof, as security for the Obligations, prior and superior in right to any other person (except for Liens permitted under Section 6.02), (iii) in the case of any deposit Borrower or securities accounts included in the Collateral (which, for the avoidance of doubt, excludes Excluded Accounts), to the extent perfection can be obtained by entering into a Control Agreement, when a Control Agreement is entered into with respect to such deposit or securities accounts, the Agent (for the benefit of the Lenders) shall have a fully perfected Lien on, and security interest in all right, title and interest of the applicable Loan Parties in such deposit or securities accountsSFPP, as applicable, as security for the Obligationsin all personal property and fixtures covered by such Deed of Trust, prior subject to no other Liens except Permitted Liens. (c) All representations and superior in right to any other person (except for Liens permitted under Section 6.02) and (iv) in the case of United States patent, United States copyright, and United States federal trademark registrations, and applications for the issuance or registration of any warranties of the foregoing upon the recordation of a short-form security agreement in form and substance reasonably satisfactory to the Agent with the United States Patent and Trademark Office, Borrower or the United States Copyright OfficeSFPP, as applicable, together with the filing of UCC financing statements (together with any schedules the Agent requests that the Borrower includes to itemize such Intellectual Property included as Collateral) contained in the appropriate form in respect of the applicable Loan Parties in the offices of secretaries of state of those states specified in paragraph 1(a) of the Perfection Certificate, the Agent (for the benefit of the Lenders) shall have a fully perfected Lien on, Collateral Documents are true and security interest in all right, title and interest of the applicable Loan Parties organized in the United States in such Intellectual Property in which a security interest may be perfected by such filing in the United States, in each case, prior and superior in right to any other Person (except for Liens permitted under Section 6.02 that have priority as a matter of law) (it being understood that subsequent recordings in the United States Patent and Trademark Office or the United States Copyright Office, as applicable, may be necessary to perfect a Lien on patents, patent applications, and trademark and copyright registrations and applications for registration acquired, obtained or initiated by, or granted to, the Loan Parties after the date hereof)correct.

Collateral Documents. Without limiting the generality of clause (a) The Pledge and Security Agreement and Collateral Assignmentsof this Section 10.01, upon execution and delivery thereof by the parties thereto, will, under the governing law thereof, create in favor of each Lender hereby further authorizes the Agent to appoint Wilmington Trust Company as Collateral Agent and Depositary to enter into any Collateral Document as secured party on behalf of and for the benefit of such Lender or otherwise and to require the Lenders, a legal, valid delivery of any Collateral Document which the Agent determines is necessary or advisable to protect or perfect the interests of the Protected Parties in any Collateral and enforceable security interest in agrees to be bound by the terms of each of the Collateral described therein Documents. Anything contained in any of the Loan Documents to the extent intended contrary notwithstanding, but subject to be created thereby. (i) when UCC financing statements in the appropriate form are filed in respect Section 11.08 , each Lender agrees that no Lender shall have any right individually to realize upon any of the applicable Collateral under any Collateral Document or Loan Parties in Document, it being understood and agreed that all powers, rights and remedies under the offices of secretaries of state of those states specified in paragraph 1(a) of the Perfection Certificate, to the extent perfection can Collateral Documents may be obtained exercised solely by filing UCC financing statements, the Agent (or its designee, including the Collateral Agent and the Depositary) for the benefit of the Lenders) shall have a fully perfected Lien on, and security interest in all right, title and interest of the relevant Loan Protected Parties in accordance with the Collateral described therein (including, in the case of Intellectual Property, all state trademark registrations, common law trademarks and any applications for the registration of any of the foregoing, but excluding the Collateral described in the following clauses (ii) through (iv)) and, subject to Section 9-315 of the UCC, the proceeds terms thereof, as security for the Obligations, prior and superior in right to any other person (except for Liens permitted under Section 6.02), (ii) in the case of the Pledged Collateral, when the original stock certificates representing the Pledged Collateral are delivered to the Agent and UCC financing statements in the appropriate form are filed in respect of the applicable Loan Parties in the offices of secretaries of state of those states specified in paragraph 1(a) of the Perfection Certificate, to the extent perfection can be obtained by the deposit of the original stock certificates and the filing of UCC financing statements, . Each Lender hereby authorizes the Agent (for or its designee, including the benefit Collateral Agent and the Depositary) (a) to release or subordinate Collateral as permitted or required under this Agreement or the Collateral Documents, and agrees that a certificate or other instrument executed by the Agent or Collateral Agent evidencing such release of Collateral shall be conclusive evidence of such release as to any third party and (b) except as otherwise expressly provided in Section 11.01 hereof, to enter into any amendments or waivers of the Lenders) shall have a fully perfected Lien on, and security interest in all right, title and interest of the relevant Loan Parties in such Pledged Collateral and, subject to Section 9-315 of the UCC, the proceeds thereof, as security for the Obligations, prior and superior in right to any other person (except for Liens permitted under Section 6.02), (iii) in the case of any deposit or securities accounts included in the Collateral (which, for the avoidance of doubt, excludes Excluded Accounts), to the extent perfection can be obtained by entering into a Control Agreement, when a Control Agreement is entered into with respect to such deposit or securities accounts, Documents which the Agent (for determines are necessary or advisable including, without limitation, Collateral Documents the benefit form of the Lenders) shall have a fully perfected Lien on, and security interest in all right, title and interest of the applicable Loan Parties in such deposit or securities accounts, as applicable, as security for the Obligations, prior and superior in right which are exhibits to any other person (except for Liens permitted under Section 6.02) and (iv) in the case of United States patent, United States copyright, and United States federal trademark registrations, and applications for the issuance or registration of any of the foregoing upon the recordation of a short-form security agreement in form and substance reasonably satisfactory to the Agent with the United States Patent and Trademark Office, or the United States Copyright Office, as applicable, together with the filing of UCC financing statements (together with any schedules the Agent requests that the Borrower includes to itemize such Intellectual Property included as Collateral) in the appropriate form in respect of the applicable Loan Parties in the offices of secretaries of state of those states specified in paragraph 1(a) of the Perfection Certificate, the Agent (for the benefit of the Lenders) shall have a fully perfected Lien on, and security interest in all right, title and interest of the applicable Loan Parties organized in the United States in such Intellectual Property in which a security interest may be perfected by such filing in the United States, in each case, prior and superior in right to any other Person (except for Liens permitted under Section 6.02 that have priority as a matter of law) (it being understood that subsequent recordings in the United States Patent and Trademark Office or the United States Copyright Office, as applicable, may be necessary to perfect a Lien on patents, patent applications, and trademark and copyright registrations and applications for registration acquired, obtained or initiated by, or granted to, the Loan Parties after the date hereof)this Agreement.

Collateral Documents. (a) The Pledge Each Lender authorizes the Administrative Agent to enter into each of the Collateral Documents to which it is a party and Security Agreement to take all action contemplated by such documents. Each Lender agrees that no Holder of Secured Obligations (other than the Administrative Agent) shall have the right individually to seek to realize upon the security granted by any Collateral Document, it being understood and Collateral Assignments, upon execution agreed that such rights and delivery thereof remedies may be exercised solely by the parties thereto, will, under the governing law thereof, create in favor of the Administrative Agent for the benefit of the Lenders, a legal, valid and enforceable security interest in Holders of Secured Obligations upon the terms of the Collateral described therein to the extent intended to be created therebyDocuments. (b) In the event that any Collateral is hereafter pledged by any Person as collateral security for the Secured Obligations, the Administrative Agent is hereby authorized to execute and deliver on behalf of the Holders of Secured Obligations any Loan Documents necessary or appropriate to grant and perfect a Lien on such Collateral in favor of the Administrative Agent on behalf of the Holders of Secured Obligations. (c) The Lenders hereby authorize the Administrative Agent, at its option and in its discretion, to release any Lien granted to or held by the Administrative Agent upon any Collateral (i) when UCC financing statements in upon termination of the appropriate form are filed Revolving Loan Commitments and payment and satisfaction of all of the Obligations (other than contingent indemnity obligations, Banking Services Obligations and Rate Management Obligations) at any time arising under or in respect of this Agreement or the Loan Documents or the transactions contemplated hereby or thereby; (ii) as permitted by, but only in accordance with, the terms of the applicable Loan Parties Document; or (iii) if approved, authorized or ratified in writing by the offices of secretaries of state of those states specified in paragraph 1(a) Required Lenders, unless such release is required to be approved by all of the Perfection CertificateLenders hereunder. Upon request by the Administrative Agent at any time, the Lenders will confirm in writing the Administrative Agent’s authority to release particular types or items of Collateral pursuant to this Section 10.16. (d) Upon any sale or transfer of assets constituting Collateral which is permitted pursuant to the extent perfection can be obtained terms of any Loan Document, or consented to in writing by filing UCC financing statementsthe Required Lenders or all of the Lenders, as applicable, and upon at least five Business Days’ prior written request by the Borrower to the Administrative Agent, the Administrative Agent shall (and is hereby irrevocably authorized by the Lenders to) execute such documents as may be necessary to evidence the release of the Liens granted to the Administrative Agent for the benefit of the Lenders) shall have a fully perfected Lien on, and security interest in all right, title and interest Holders of the relevant Loan Parties in Secured Obligations herein or pursuant hereto upon the Collateral described therein that was sold or transferred; provided, however, that (includingi) the Administrative Agent shall not be required to execute any such document on terms which, in the case Administrative Agent’s opinion, would expose the Administrative Agent to liability or create any obligation or entail any consequence other than the release of Intellectual Propertysuch Liens without recourse or warranty, all state trademark registrations, common law trademarks and any applications for the registration of any of the foregoing, but excluding the Collateral described in the following clauses (ii) through such release shall not in any manner discharge, affect or impair the Secured Obligations or any Liens upon (iv)) and, subject to Section 9-315 or obligations of the UCCBorrower or any Subsidiary in respect of) all interests retained by the Borrower or any Subsidiary, including (without limitation) the proceeds of the sale, all of which shall continue to constitute part of the Collateral. (e) The Borrower, on its behalf and on behalf of its Subsidiaries, and each Lender, on its behalf and on the behalf of its affiliated Holders of Secured Obligations, hereby irrevocably constitute the Administrative Agent as the holder of an irrevocable power of attorney (fondé de pouvoir within the meaning of Article 2692 of the Civil Code of Québec) in order to hold hypothecs and security granted by the Borrower or any Subsidiary on property pursuant to the laws of the Province of Quebec to secure obligations of the Borrower or any Subsidiary under any bond, debenture or similar title of indebtedness issued by the Borrower or any Subsidiary in connection with this Agreement, and agree that the Administrative Agent may act as the bondholder and mandatary with respect to any bond, debenture or similar title of indebtedness that may be issued by the Borrower or any Subsidiary and pledged in favor of the Holders of Secured Obligations in connection with this Agreement. Notwithstanding the provisions of Section 32 of the An Act respecting the special powers of legal persons (Quebec), JPMorgan Chase Bank, N.A. as Administrative Agent may acquire and be the holder of any bond issued by the Borrower or any Subsidiary in connection with this Agreement (i.e., the proceeds thereof, as security for fondé de pouvoir may acquire and hold the Obligations, prior and superior in right to first bond issued under any other person (except for Liens permitted under Section 6.02), (ii) in the case deed of the Pledged Collateral, when the original stock certificates representing the Pledged Collateral are delivered to the Agent and UCC financing statements in the appropriate form are filed in respect of the applicable Loan Parties in the offices of secretaries of state of those states specified in paragraph 1(a) of the Perfection Certificate, to the extent perfection can be obtained hypothec by the deposit Borrower or any Subsidiary). (f) The Administrative Agent is hereby authorized to execute and deliver any documents necessary or appropriate to create and perfect the rights of the original stock certificates and the filing of UCC financing statements, the Agent (pledge for the benefit of the Lenders) shall have Holders of Secured Obligations including a fully perfected Lien on, and security interest in all right, title and interest right of the relevant Loan Parties in such Pledged Collateral and, subject to Section 9-315 of the UCC, the proceeds thereof, as security for the Obligations, prior and superior in right to any other person (except for Liens permitted under Section 6.02), (iii) in the case of any deposit or securities accounts included in the Collateral (which, for the avoidance of doubt, excludes Excluded Accounts), to the extent perfection can be obtained by entering into a Control Agreement, when a Control Agreement is entered into pledge with respect to such deposit or securities accountsthe entitlements to profits, the Agent (for balance left after winding up and the benefit voting rights of the Lenders) shall have a fully perfected Lien on, and security interest in all right, title and interest Borrower as ultimate parent of any subsidiary of the applicable Loan Parties in such deposit or securities accounts, as applicable, as security for Borrower which is organized under the Obligations, prior and superior in right to any other person (except for Liens permitted under Section 6.02) and (iv) in the case of United States patent, United States copyright, and United States federal trademark registrations, and applications for the issuance or registration of any laws of the foregoing upon Netherlands and the recordation Capital Stock of which are pledged in connection herewith (a short-form security agreement in form and substance reasonably satisfactory “Dutch Pledge”). Without prejudice to the Agent provisions of this Agreement and the other Loan Documents, the parties hereto acknowledge and agree with the United States Patent and Trademark Office, or the United States Copyright Office, as applicable, together with the filing creation of UCC financing statements (together with any schedules the Agent requests that parallel debt obligations of the Borrower includes to itemize such Intellectual Property included or any relevant Subsidiary as Collateral) will be described in any Dutch Pledge (the appropriate form “Parallel Debt”), including that any payment received by the Administrative Agent in respect of the applicable Loan Parties in the offices Parallel Debt will - conditionally upon such payment not subsequently being avoided or reduced by virtue of secretaries any provisions or enactments relating to bankruptcy, insolvency, preference, liquidation or similar laws of state general application - be deemed a satisfaction of those states specified in paragraph 1(a) a pro rata portion of the Perfection Certificatecorresponding amounts of the Obligations, and any payment to the Holders of Secured Obligations in satisfaction of the Obligations shall - conditionally upon such payment not subsequently being avoided or reduced by virtue of any provisions or enactments relating to bankruptcy, insolvency, preference, liquidation or similar laws of general application - be deemed as satisfaction of the corresponding amount of the Parallel Debt. The parties hereto acknowledge and agree that, for purposes of a Dutch Pledge, any resignation by the Administrative Agent is not effective until its rights under the Parallel Debt are assigned to the successor Administrative Agent. (g) The parties hereto acknowledge and agree for the benefit purposes of taking and ensuring the continuing validity of German law governed pledges (Pfandrechte) with the creation of parallel debt obligations of the LendersBorrower as will be further described in a separate German law governed parallel debt undertaking. The Administrative Agent shall (i) shall have hold such parallel debt undertaking as fiduciary agent (Treuhaender) and (ii) administer and hold as fiduciary agent (Treuhaender) any pledge created under a fully perfected Lien on, and security interest German law governed Collateral Document which is created in all right, title and interest favor of the applicable Loan Parties organized in the United States in such Intellectual Property in which a security interest may be perfected by such filing in the United Statesany Holder of Secured Obligations or transferred to any Holder of Secured Obligations due to its accessory nature (Akzessorietaet), in each casecase in its own name and for the account of the Holders of Secured Obligations. Each Lender, prior on its own behalf and superior on behalf of its affiliated Holders of Secured Obligations, hereby authorizes the Administrative Agent to enter as its agent in right its name and on its behalf into any German law governed Collateral Document, to accept as its agent in its name and on its behalf any pledge under such Collateral Document and to agree to and execute as agent its in its name and on its behalf any amendments, supplements and other alterations to any other Person (except for Liens permitted such Collateral Document and to release any such Collateral Document and any pledge created under Section 6.02 that have priority as a matter of law) (it being understood that subsequent recordings any such Collateral Document in accordance with the United States Patent and Trademark Office or provisions herein and/or the United States Copyright Office, as applicable, may be necessary to perfect a Lien on patents, patent applications, and trademark and copyright registrations and applications for registration acquired, obtained or initiated by, or granted to, the Loan Parties after the date hereof)provisions in any such Collateral Document.

Collateral Documents. (ai) The Pledge and Security Agreement and Any Collateral Assignments, upon execution and Document after delivery thereof pursuant to Section 4.01 or 6.11 shall for any reason (other than pursuant to the terms thereof including as a result of a transaction permitted under Section 7.04 or 7.05) cease to create a valid and perfected lien, with the priority required by the parties theretoCollateral Documents and the Intercreditor Agreements, will, under the governing law thereof, create in favor of the Agent for the benefit of the Lenders, a legal, valid and enforceable (or other security interest in the Collateral described therein to the extent intended purported to be created thereby. (i) when UCC financing statements in the appropriate form are filed in respect of on the applicable Loan Parties in the offices of secretaries of state of those states specified in paragraph 1(aCollateral) of the Perfection Certificate, to the extent perfection can be obtained by filing UCC financing statements, the Agent (for the benefit of the Lenders) shall have a fully perfected Lien on, on and security interest in all right, title and interest any material portion of the relevant Loan Parties in the Collateral described therein (including, in the case of Intellectual Property, all state trademark registrations, common law trademarks and any applications for the registration of any of the foregoing, but excluding the Collateral described in the following clauses (ii) through (iv)) andpurported to be covered thereby, subject to Section 9-315 of the UCC, the proceeds thereof, as security for the Obligations, prior and superior in right to any other person (except for Liens permitted under Section 6.02)7.01, except to the extent that any such loss of perfection or priority results from the failure of the Administrative Agent or the Collateral Agent to maintain possession of certificates actually delivered to it representing securities pledged under the Collateral Documents or to file Uniform Commercial Code continuation statements and except as to Collateral consisting of real property to the extent that such losses are covered by a lender’s title insurance policy and such insurer has not denied coverage, or (ii) in the case of the Pledged Collateral, when the original stock certificates representing the Pledged Collateral are delivered to the Agent and UCC financing statements in the appropriate form are filed in respect of the applicable Loan Parties in the offices of secretaries of state of those states specified in paragraph 1(a) of the Perfection Certificate, to the extent perfection can be obtained by the deposit of the original stock certificates and the filing of UCC financing statements, the Agent (for the benefit of the Lenders) shall have a fully perfected Lien on, and security interest in all right, title and interest of the relevant Loan Parties in such Pledged Collateral and, subject to Section 9-315 of the UCC, the proceeds thereof, as security for the Obligations, prior and superior in right to any other person (except for Liens permitted under Section 6.02), (iii) in the case of any deposit or securities accounts included in the Collateral (which, for the avoidance of doubt, excludes Excluded Accounts), to the extent perfection can be obtained by entering into a Control Agreement, when a Control Agreement is entered into with respect to such deposit or securities accounts, the Agent (for the benefit of the Lenders) shall have a fully perfected Lien on, and security interest in all right, title and interest of the applicable Loan Parties in such deposit or securities accounts, as applicable, as security for the Obligations, prior and superior in right to any other person (except for Liens permitted under Section 6.02) and (iv) in the case of United States patent, United States copyright, and United States federal trademark registrations, and applications for the issuance or registration of any of the foregoing upon Equity Interests of the recordation of a short-form security agreement in form and substance reasonably satisfactory Company ceasing to be pledged pursuant to the Agent with Security Agreement free of Liens other than Liens created by the United States Patent and Trademark Office, or the United States Copyright Office, as applicable, together with the filing of UCC financing statements (together with any schedules the Agent requests that the Borrower includes to itemize such Intellectual Property included as Collateral) in the appropriate form in respect of the applicable Loan Parties in the offices of secretaries of state of those states specified in paragraph 1(a) of the Perfection CertificateSecurity Agreement, the Agent Second Lien Notes Collateral Documents or any documents governing any Permitted Refinancing thereof (for the benefit of the Lenders) shall have a fully perfected Lien on, and security interest in all right, title and interest of the applicable Loan Parties organized in the United States in such Intellectual Property in which a security interest may be perfected by such filing in the United States, in each case, prior and superior subject to the Second Lien Intercreditor Agreement), documents governing any Permitted Credit Agreement Refinancing Debt or Permitted Additional Incremental Debt or any Permitted Refinancing of any thereof (in right each case, subject to any other Person (except for Liens permitted under Section 6.02 that have priority as a matter of law) (it being understood that subsequent recordings in the United States Patent and Trademark Office First Lien Intercreditor Agreement or the United States Copyright OfficeSecond Lien Intercreditor Agreement, as applicable, may be necessary to perfect a Lien on patents, patent applications, and trademark and copyright registrations and applications for registration acquired, obtained ) or initiated by, or granted to, the Loan Parties after the date hereof).any nonconsensual Liens arising solely by operation of Law; or

Collateral Documents. (a) The Pledge and Security Agreement and Collateral Assignments, upon At all times after the execution and delivery thereof by of the parties Pledge Agreements and all supplements thereto, will, under each of the governing law thereof, Pledge Agreements and all supplements thereto is effective to create in favor of the Agent Administrative Agent, for the ratable benefit of the Lenders, a legal, valid and enforceable security interest in the Collateral pledged stock described therein and, so long as stock certificates representing or constituting the pledged stock described in each of the Pledge Agreements are in the possession of the Administrative Agent, such security interest, subject to the extent intended existence of Permitted Liens and, with respect to be created thereby. (i) when UCC financing statements in the appropriate form are filed in respect Company Pledge Agreement and the Subsidiary Pledge Agreement, the merger of any Subsidiary with and into the Company or another Subsidiary of the applicable Loan Parties in the offices of secretaries of state of those states specified in paragraph 1(aCompany permitted under subsection 8.4(b) of the Perfection Certificateor 8.5(b), to the extent perfection can be obtained by filing UCC financing statements, the Agent (for the benefit of the Lenders) shall have constitutes a fully perfected Lien first lien on, and security interest in in, all right, title and interest of the relevant Loan Parties pledgor party thereto in the Collateral pledged stock described therein therein. (includingb) At all times after the execution and delivery of the Security Agreements and all supplements thereto, each of the Security Agreements and all supplements thereto is effective to 56 EXECUTION COPY create in favor of the case of Intellectual PropertyAdministrative Agent, all state trademark registrations, common law trademarks and any applications for the registration of any of the foregoing, but excluding the Collateral described in the following clauses (ii) through (iv)) and, subject to Section 9-315 of the UCC, the proceeds thereof, as security for the Obligations, prior and superior in right to any other person (except for Liens permitted under Section 6.02), (ii) in the case of the Pledged Collateral, when the original stock certificates representing the Pledged Collateral are delivered to the Agent and UCC financing statements in the appropriate form are filed in respect of the applicable Loan Parties in the offices of secretaries of state of those states specified in paragraph 1(a) of the Perfection Certificate, to the extent perfection can be obtained by the deposit of the original stock certificates and the filing of UCC financing statements, the Agent (for the ratable benefit of the Lenders, a legal, valid and enforceable security interest in the collateral described therein and Uniform Commercial Code financing statements have been filed in each of the jurisdictions listed on Schedule 5.15(b), or arrangements have been made for such filing in such jurisdictions, and upon such filing, and upon the taking of possession by the Administrative Agent of any such collateral the security interests in which may be perfected only by possession, such security interests will, subject to the existence of Permitted Liens and, with respect to the Subsidiary Security Agreement, the merger of any Subsidiary with and into the Company or another Subsidiary of the Company permitted under subsection 8.4(b) shall have or 8.5(b), constitutes a fully perfected Lien first lien on, and security interest in in, all right, title and interest of the relevant Loan Parties in such Pledged Collateral and, subject to Section 9-315 of the UCC, the proceeds thereof, as security for the Obligations, prior and superior in right to any other person (except for Liens permitted under Section 6.02), (iii) debtor party thereto in the case of any deposit or securities accounts included in the Collateral (whichcollateral described therein, for the avoidance of doubt, excludes Excluded Accounts), except to the extent perfection can be obtained by entering into that a Control Agreement, when a Control Agreement is entered into with respect to such deposit or securities accounts, the Agent (for the benefit of the Lenders) shall have a fully perfected Lien on, and security interest in all right, title and interest of the applicable Loan Parties in such deposit or securities accounts, as applicable, as security for the Obligations, prior and superior in right to any other person (except for Liens permitted under Section 6.02) and (iv) in the case of United States patent, United States copyright, and United States federal trademark registrations, and applications for the issuance or registration of any of the foregoing upon the recordation of a short-form security agreement in form and substance reasonably satisfactory to the Agent with the United States Patent and Trademark Office, or the United States Copyright Office, as applicable, together with cannot be perfected therein by the filing of UCC a financing statements (together with any schedules statement or the Agent requests that taking of possession under the Borrower includes to itemize such Intellectual Property included as Collateral) in the appropriate form in respect Uniform Commercial Code of the applicable Loan Parties in the offices of secretaries of state of those states specified in paragraph 1(a) of the Perfection Certificate, the Agent (for the benefit of the Lenders) shall have a fully perfected Lien on, and security interest in all right, title and interest of the applicable Loan Parties organized in the United States in such Intellectual Property in which a security interest may be perfected by such filing in the United States, in each case, prior and superior in right to any other Person (except for Liens permitted under Section 6.02 that have priority as a matter of law) (it being understood that subsequent recordings in the United States Patent and Trademark Office or the United States Copyright Office, as applicable, may be necessary to perfect a Lien on patents, patent applications, and trademark and copyright registrations and applications for registration acquired, obtained or initiated by, or granted to, the Loan Parties after the date hereof)relevant jurisdiction.

Collateral Documents. With respect to each Person which becomes a Significant Domestic Subsidiary subsequent to June 11, 2010, within thirty days of the date such Person becomes a Significant Domestic Subsidiary, cause such new Significant Domestic Subsidiary to execute and deliver to Agent such security agreements and other collateral loan documents (a) The Pledge or, if appropriate, joinder agreements to any such existing documents), in each case in form and Security Agreement substance reasonably acceptable to the Agent (but subject to similar limitations and exclusions as those contained in the existing Collateral AssignmentsDocuments), upon execution and delivery thereof as Agent may reasonably require to perfect its lien over such assets as may be perfected against by the parties thereto, will, under the governing law thereof, create in favor filing of the Agent for the benefit of the Lenders, a legal, valid and enforceable security interest in the Collateral described therein to the extent intended to be created thereby. (i) when UCC Uniform Commercial Code financing statements in the appropriate form are filed in respect of the applicable Loan Parties in the filing offices of secretaries of state of those states specified in paragraph 1(a) of the Perfection Certificate, to the extent perfection can be obtained and by filing UCC financing statements, the Agent (for the benefit of the Lenders) shall have a fully perfected Lien on, and security interest in all right, title and interest of the relevant Loan Parties in the Collateral described therein (including, in the case of Intellectual Property, all state trademark registrations, common law trademarks and any applications for the registration of any of the foregoing, but excluding the Collateral described in the following clauses (ii) through (iv)) and, subject to Section 9-315 of the UCC, the proceeds thereof, as security for the Obligations, prior and superior in right to any other person (except for Liens permitted under Section 6.02), (ii) in the case of the Pledged Collateral, when the original stock certificates representing the Pledged Collateral are delivered to the Agent and UCC financing statements in the appropriate form are filed in respect of the applicable Loan Parties in the offices of secretaries of state of those states specified in paragraph 1(a) of the Perfection Certificate, to the extent perfection can be obtained by the deposit of the original stock certificates and the filing of UCC financing statements, the Agent (for the benefit appropriate evidences of the Lenders) shall have a fully perfected Lien on, and security interest in all right, title and interest of the relevant Loan Parties in such Pledged Collateral and, subject to Section 9-315 of the UCC, the proceeds thereof, as security for the Obligations, prior and superior in right to any other person (except for Liens permitted under Section 6.02), (iii) in the case of any deposit or securities accounts included in the Collateral (which, for the avoidance of doubt, excludes Excluded Accounts), to the extent perfection can be obtained by entering into a Control Agreement, when a Control Agreement is entered into with respect to such deposit or securities accounts, the Agent (for the benefit of the Lenders) shall have a fully perfected Lien on, and security interest in all right, title and interest of the applicable Loan Parties in such deposit or securities accounts, as applicable, as security for the Obligations, prior and superior in right to any other person (except for Liens permitted under Section 6.02) and (iv) in the case of United States patent, United States copyright, and United States federal trademark registrations, and applications for the issuance or registration of any of the foregoing upon the recordation of a short-form security agreement in form and substance reasonably satisfactory to the Agent with the United States Patent and Trademark Office, or the United States Copyright Office, as applicable, together with the filing of UCC financing statements (together with any schedules the Agent requests that the Borrower includes to itemize such Intellectual Property included as Collateral) in the appropriate form in respect of the applicable Loan Parties in the offices of secretaries of state of those states specified in paragraph 1(a) of the Perfection Certificate, the Agent (for the benefit of the Lenders) shall have a fully perfected Lien on, and security interest in all right, title and interest of the applicable Loan Parties organized in the United States in such Intellectual Property in which a security interest may be perfected by such filing in the United States, in each case, prior and superior in right to any other Person (except for Liens permitted under Section 6.02 that have priority as a matter of law) (it being understood that subsequent recordings in the United States Patent and Trademark Office or and the United States Copyright Office, as applicable(i) excluding, however, for the avoidance of doubt, (X) any Liens over the following assets: any fee and leasehold interests in real property, domestic assets registered and/or located abroad, assets which by their terms expressly prohibit Vishay or any of its Significant Domestic Subsidiaries from granting a Lien over such assets (unless Article 9 of the Uniform Commercial Code specifies that a lien over such asset may be necessary to perfect a Lien on patentsperfected regardless of such prohibition), patent applicationsbank accounts, securities accounts and trademark certain other types of assets which, in the Agent’s sole determination, are of de minimis or limited value) and copyright registrations (Y) any requirement that Vishay and applications for registration acquired, obtained or initiated byits Significant Domestic Subsidiaries execute and deliver, or granted tocause to be executed and delivered, any account control agreements, landlord collateral access agreement and/or bailee waivers and (ii) subject only to such Liens as are permitted under the Credit Agreement, together with such authority documents, opinions and other related documents as the Agent may reasonably request.” 8. Section 8.2(a) of the Credit Agreement is amended and restated in its entirety, as follows: (a) any Subsidiary may be merged or consolidated with or into Company (so long as Company shall be the continuing or surviving corporation); any Domestic Subsidiary may be merged or consolidated with or into any Wholly-Owned Domestic Subsidiary (so long as such Wholly-Owned Domestic Subsidiary shall be the continuing or surviving entity); and any Foreign Subsidiary may be merged or consolidated with or into any Wholly Owned Domestic Subsidiary or into any Wholly Owned Foreign Subsidiary (excluding the Israeli Subsidiaries and the Israeli-Owned Subsidiaries) so long as such Wholly-Owned Domestic Subsidiary or such Wholly Owned Foreign Subsidiary shall be the continuing or surviving entity); provided that if the merging or consolidating Foreign Subsidiary is a Permitted Borrower, the Loan Parties after survivor shall satisfy the date requirements for becoming a Permitted Borrower hereunder or, if it does not become a Permitted Borrower, it shall execute and deliver the documents required pursuant to Sections 2.1(a)(ii) and (iii) as though it were becoming a Permitted Borrower (subject to the other terms and conditions hereof);” 9. Section 8.2(b) of the Credit Agreement is amended and restated in its entirety, as follows: (i) any Israeli Subsidiary owned directly by Company or any Domestic Subsidiary may merge with or into another such Israeli Subsidiary or sell, lease, transfer or otherwise dispose of any or all of its assets (upon voluntary liquidation or otherwise) to such Subsidiary and (ii) any Israeli Subsidiary not owned directly by Company or any Domestic Subsidiary may merge with or into another such Israeli Subsidiary or sell, lease, transfer or otherwise dispose of any or all of its assets (upon voluntary liquidation or otherwise) to such Subsidiary and (iii) any Israeli-Owned Subsidiary may merge or consolidate with any other such Israeli-Owned Subsidiary or sell, lease, transfer or otherwise dispose of any or all of its assets (upon voluntary liquidation or otherwise) to such Subsidiary (provided that, in the case of each of clause (i), (ii) and (iii) hereof, if the merging or transferor Subsidiary is a Permitted Borrower, the surviving entity or transferee shall also satisfy the requirements for becoming a Permitted Borrower, subject to the other terms and conditions hereof).” 10. Section 8.2(d) of the Credit Agreement is amended and restated in its entirety, as follows: (i) any Domestic Subsidiary may sell, lease, transfer or otherwise dispose of any or all of its assets (upon voluntary liquidation or otherwise) to any other Domestic Subsidiary; and (ii) any Foreign Subsidiary may sell, lease, transfer or otherwise dispose of any or all of its assets (upon voluntary liquidation or otherwise) to any Domestic Subsidiary or to any other Foreign Subsidiary, provided, in each case under this clause (ii), that (x) such Subsidiary is a Wholly Owned Subsidiary, and (y) if the transferor Foreign Subsidiary is a Permitted Borrower, then the transferee Subsidiary must also satisfy the requirements for becoming a Permitted Borrower or a Significant Foreign Subsidiary that has executed and delivered the documents required pursuant to Sections 2.1(a)(ii) and (iii), as though it were becoming a Permitted Borrower, subject to the other terms and conditions hereof, and 7.16 hereof;”

Collateral Documents. (a) The Pledge and Security Agreement Guarantee and Collateral Assignments, upon execution and delivery thereof by the parties thereto, will, under the governing law thereof, Agreement is effective to create in favor of the Collateral Agent for the benefit of the Lenders, a legal, valid and enforceable security interest in the Collateral described therein and proceeds thereof. In the case of the Pledged Equity Interests described in the Guarantee and Collateral Agreement, when any stock certificates representing such Pledged Equity Interests are delivered to the extent intended to be created thereby. (i) Collateral Agent, and in the case of the other Collateral described in the Guarantee and Collateral Agreement, when UCC financing statements in the appropriate form are filed in respect of the applicable Loan Parties in the offices of secretaries of state of those states specified in paragraph 1(aon Schedule 4.14(a) of the Perfection Certificate, (which financing statements have been duly completed and delivered to the extent perfection can be obtained by filing UCC financing statementsCollateral Agent) and such other filings as are referred to in Section 4.2(b) to the Guarantee and Collateral Agreement have been completed, the Agent (for the benefit of the Lenders) Guarantee and Collateral Agreement shall have constitute a fully perfected Lien on, and security interest in in, all right, title and interest of interest, if any, that the relevant Loan Credit Parties now have or may hereafter acquire in the and to such Collateral described therein (including, in the case of Intellectual Property, all state trademark registrations, common law trademarks and any applications for the registration of any of the foregoing, but excluding the Collateral described in the following clauses (ii) through (iv)) and, subject to Section 9-315 of the UCC, the proceeds thereof, as security for the Obligations, prior and superior in right to any other person (except for Liens permitted under Section 6.02), (ii) in the case of the Pledged Collateral, when the original stock certificates representing the Pledged Collateral are delivered to the Agent and UCC financing statements in the appropriate form are filed in respect of the applicable Loan Parties in the offices of secretaries of state of those states specified in paragraph 1(a) of the Perfection Certificate, to the extent perfection can be obtained by the deposit of the original stock certificates and the filing of UCC financing statements, the Agent (for the benefit of the Lenders) shall have a fully perfected Lien on, and security interest in all right, title and interest of the relevant Loan Parties in such Pledged Collateral and, subject to Section 9-315 of the UCC, the proceeds thereof, as security for the Obligations, prior and superior in right to any other person (except for Liens permitted under Section 6.02), (iii) in the case of any deposit or securities accounts included in the Collateral (which, for the avoidance of doubt, excludes Excluded Accounts), to the extent perfection can be obtained by entering into a Control Agreement, when a Control Agreement is entered into with respect to such deposit or securities accounts, the Agent (for the benefit of the Lenders) shall have a fully perfected Lien on, and security interest in all right, title and interest of the applicable Loan Parties in such deposit or securities accounts, as applicable, as security for the Obligations, prior and superior in right to any other person (except for Liens permitted under Section 6.02) and (iv) in the case of United States patent, United States copyright, and United States federal trademark registrations, and applications for the issuance or registration of any of the foregoing upon the recordation of a short-form security agreement in form and substance reasonably satisfactory to the Agent with the United States Patent and Trademark Office, or the United States Copyright Office, as applicable, together with the filing of UCC financing statements (together with any schedules the Agent requests that the Borrower includes to itemize such Intellectual Property included as Collateral) in the appropriate form in respect of the applicable Loan Parties in the offices of secretaries of state of those states specified in paragraph 1(a) of the Perfection Certificate, the Agent (for the benefit of the Lenders) shall have a fully perfected Lien on, and security interest in all right, title and interest of the applicable Loan Parties organized in the United States in such Intellectual Property in which a security interest may be perfected by such filing in the United States, in each case, case prior and superior in right to any other Person (except for Liens permitted by Section 6.3, other than Liens created under Section 6.02 the Senior Second Lien Notes Documents, any Additional Senior Second Lien Notes Documents, any Chrysler Canada Notes Documents and, if applicable, Liens created under any Permitted DOE Facility); provided, however, that have priority as in the case of Intellectual Property, no representation or warranty is made with respect to the perfection of any security interest in Intellectual Property arising under the laws of any country other than the United States. (b) Each of the Mortgages is effective to create in favor of the Collateral Agent a matter of lawlegal, valid and enforceable Lien on the Mortgaged Properties described therein and proceeds thereof; and when the Mortgages are filed in the offices specified on Schedule 4.14(b)(i) (it being understood that subsequent recordings in the United States Patent case of the Mortgages to be executed and Trademark Office delivered on the Closing Date) or in the United States Copyright Officerecording office designated by the Company (in the case of any Mortgage to be executed and delivered pursuant to Section 5.7(h)), each Mortgage shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Credit Parties in the Mortgaged Properties described therein and the proceeds thereof, as applicablesecurity for the Obligations (as defined in the relevant Mortgage), may be necessary in each case prior and superior in right to perfect any other Person (other than Persons holding Liens or other encumbrances or rights permitted by the relevant Mortgage or other Permitted Liens). To the knowledge of the Company, Schedule 4.14(b)(ii) includes, as of the Closing Date, each real property owned in fee by the Credit Parties having a Lien on patents, patent applications, and trademark and copyright registrations and applications for registration acquired, obtained or initiated by, or granted to, the Loan Parties after the date hereof)net book value (together with improvements thereon) of at least US$5,000,000.

Collateral Documents. (a) The Pledge Each Lender authorizes the Agent to enter into each of the Collateral Documents to which it is a party and Security Agreement to take all action contemplated by such documents. Each Lender agrees that no Holder of Secured Obligations (other than the Agent) shall have the right individually to seek to realize upon the security granted by any Collateral Document, it being understood and Collateral Assignments, upon execution agreed that such rights and delivery thereof remedies may be exercised solely by the parties thereto, will, under the governing law thereof, create in favor of the Agent for the benefit of the Lenders, a legal, valid and enforceable security interest in Holders of Secured Obligations upon the terms of the Collateral described therein to the extent intended to be created therebyDocuments. (b) In the event that any Collateral is hereafter pledged by any Person as collateral security for the Obligations, the Agent is hereby authorized to execute and deliver on behalf of the Holders of Secured Obligations any Loan Documents necessary or appropriate to grant and perfect a Lien on such Collateral in favor of the Agent on behalf of the Holders of Secured Obligations. (c) The Lenders hereby authorize the Agent, at its option and in its discretion, to release any Lien granted to or held by the Agent upon any Collateral (i) when UCC financing statements in upon termination of the appropriate form are filed Commitments and payment and satisfaction of all of the Obligations at any time arising under or in respect of this Agreement or the Loan Documents or the transactions contemplated hereby or thereby; (ii) as permitted by, but 105 119 only in accordance with, the terms of the applicable Loan Parties Document; or (iii) if approved, authorized or ratified in writing by the offices of secretaries of state of those states specified in paragraph 1(a) Requisite Lenders, unless such release is required to be approved by all of the Perfection CertificateLenders hereunder. Upon request by the Agent at any time, the Lenders will confirm in writing the Agent's authority to release particular types or items of Collateral pursuant to this Section 11.12(c). (d) Upon any sale or transfer of assets constituting Collateral which is permitted pursuant to the extent perfection can be obtained terms of any Loan Document, or consented to in writing by filing UCC financing statementsthe Requisite Lenders or all of the Lenders, as applicable, and upon at least five Business Days' prior written request by the Borrower, the Agent shall (and is hereby irrevocably authorized by the Lenders to) execute sch documents as may be necessary to evidence the release of the Liens granted to the Agent for the benefit of the Lenders) shall have a fully perfected Lien on, and security interest in all right, title and interest Holders of the relevant Loan Parties in Secured Obligations herein or pursuant hereto upon the Collateral described therein that was sold or transferred; provided, however, that (includingi) the Agent shall not be required to execute any such document on terms which, in the case Agent's opinion, would expose the Agent to liability or create any obligation or entail any consequence other than the release of Intellectual Propertysuch Liens without recourse or warranty, all state trademark registrations, common law trademarks and any applications for the registration of any of the foregoing, but excluding the Collateral described in the following clauses (ii) through such release shall not in any manner discharge, affect or impair the Secured Obligations or any Liens upon (iv)) and, subject to Section 9-315 or obligations of the UCCBorrower or any Subsidiary in respect of) all interests retained by the Borrower or any Subsidiary, including (without limitation) the proceeds thereof, as security for the Obligations, prior and superior in right to any other person (except for Liens permitted under Section 6.02), (ii) in the case of the Pledged Collateralsale, when the original stock certificates representing the Pledged Collateral are delivered all of which shall continue to the Agent and UCC financing statements in the appropriate form are filed in respect constitute part of the applicable Loan Parties in the offices of secretaries of state of those states specified in paragraph 1(a) of the Perfection Certificate, to the extent perfection can be obtained by the deposit of the original stock certificates and the filing of UCC financing statements, the Agent (for the benefit of the Lenders) shall have a fully perfected Lien on, and security interest in all right, title and interest of the relevant Loan Parties in such Pledged Collateral and, subject to Section 9-315 of the UCC, the proceeds thereof, as security for the Obligations, prior and superior in right to any other person (except for Liens permitted under Section 6.02), (iii) in the case of any deposit or securities accounts included in the Collateral (which, for the avoidance of doubt, excludes Excluded Accounts), to the extent perfection can be obtained by entering into a Control Agreement, when a Control Agreement is entered into with respect to such deposit or securities accounts, the Agent (for the benefit of the Lenders) shall have a fully perfected Lien on, and security interest in all right, title and interest of the applicable Loan Parties in such deposit or securities accounts, as applicable, as security for the Obligations, prior and superior in right to any other person (except for Liens permitted under Section 6.02) and (iv) in the case of United States patent, United States copyright, and United States federal trademark registrations, and applications for the issuance or registration of any of the foregoing upon the recordation of a short-form security agreement in form and substance reasonably satisfactory to the Agent with the United States Patent and Trademark Office, or the United States Copyright Office, as applicable, together with the filing of UCC financing statements (together with any schedules the Agent requests that the Borrower includes to itemize such Intellectual Property included as Collateral) in the appropriate form in respect of the applicable Loan Parties in the offices of secretaries of state of those states specified in paragraph 1(a) of the Perfection Certificate, the Agent (for the benefit of the Lenders) shall have a fully perfected Lien on, and security interest in all right, title and interest of the applicable Loan Parties organized in the United States in such Intellectual Property in which a security interest may be perfected by such filing in the United States, in each case, prior and superior in right to any other Person (except for Liens permitted under Section 6.02 that have priority as a matter of law) (it being understood that subsequent recordings in the United States Patent and Trademark Office or the United States Copyright Office, as applicable, may be necessary to perfect a Lien on patents, patent applications, and trademark and copyright registrations and applications for registration acquired, obtained or initiated by, or granted to, the Loan Parties after the date hereof).

Collateral Documents. (ai) The Pledge and Security Agreement and Any Collateral Assignments, upon execution and Document after delivery thereof pursuant to Section 4.01 of the Original Credit Agreement, Section 4.02 of the Second Amended and Restated Credit Agreement, Section 6.11 or otherwise shall for any reason (other than pursuant to the terms thereof, including as a result of a transaction permitted under Section 7.04 or 7.05) cease to create a valid and perfected lien, with the priority required by the parties thereto, will, under the governing law thereof, create in favor of the Agent for the benefit of the Lenders, a legal, valid and enforceable Collateral Documents (or other security interest in the Collateral described therein to the extent intended purported to be created thereby. (i) when UCC financing statements in the appropriate form are filed in respect of on the applicable Loan Parties in the offices of secretaries of state of those states specified in paragraph 1(a) of the Perfection CertificateCollateral), to the extent perfection can be obtained by filing UCC financing statements, the Agent (for the benefit of the Lenders) shall have a fully perfected Lien on, on and security interest in all right, title and interest any material portion of the relevant Loan Parties in the Collateral described therein (including, in the case of Intellectual Property, all state trademark registrations, common law trademarks and any applications for the registration of any of the foregoing, but excluding the Collateral described in the following clauses (ii) through (iv)) andpurported to be covered thereby, subject to Section 9-315 of the UCC, the proceeds thereof, as security for the Obligations, prior and superior in right to any other person (except for Liens permitted under Section 6.02)7.01, except to the extent that any such loss of perfection or priority results from the failure of the Administrative Agent or the Collateral Agent to maintain possession of certificates actually delivered to it representing securities pledged under the Collateral Documents or to file Uniform Commercial Code continuation statements and except as to Collateral consisting of real property to the extent that such losses are covered by a lender’s title insurance policy and such insurer has not denied or failed to acknowledge coverage, (ii) in the case any of the Pledged Collateral, when Equity Interests of the original stock certificates representing the Pledged Collateral are delivered Borrower ceasing to be pledged pursuant to the Agent and UCC financing statements in the appropriate form are filed in respect Security Agreement free of the applicable Loan Parties in the offices of secretaries of state of those states specified in paragraph 1(a) of the Perfection Certificate, to the extent perfection can be obtained Liens other than Liens created by the deposit of Collateral Documents or Liens created by the original stock certificates and the filing of UCC financing statements, the Agent (for the benefit of the Lenders) shall have a fully perfected Lien on, and security interest in all right, title and interest of the relevant Loan Parties in such Pledged Collateral and, subject collateral documents governing any Indebtedness permitted to be incurred pursuant to Section 9-315 7.03 and secured by Junior Liens or Second Liens, or any nonconsensual Liens arising solely by operation of the UCC, the proceeds thereof, as security for the Obligations, prior and superior in right to any other person (except for Liens permitted under Section 6.02), Law or (iii) in the case of any deposit Junior Lien Intercreditor Agreement or securities accounts included in the Collateral any Second Lien Intercreditor Agreement is not or ceases to be binding on or enforceable against any party thereto (which, for the avoidance of doubt, excludes Excluded Accountsor against any person on whose behalf any such party makes any covenant or agreements therein), or shall otherwise not be effective to create the extent perfection can rights and obligations purported to be obtained by entering into a Control Agreement, when a Control Agreement is entered into with respect to such deposit or securities accounts, the Agent (for the benefit of the Lenders) shall have a fully perfected Lien on, and security interest in all right, title and interest of the applicable Loan Parties in such deposit or securities accounts, as applicable, as security for the Obligations, prior and superior in right to any other person (except for Liens permitted under Section 6.02) and (iv) in the case of United States patent, United States copyright, and United States federal trademark registrations, and applications for the issuance or registration of any of the foregoing upon the recordation of a short-form security agreement in form and substance reasonably satisfactory to the Agent with the United States Patent and Trademark Office, or the United States Copyright Office, as applicable, together with the filing of UCC financing statements (together with any schedules the Agent requests that the Borrower includes to itemize such Intellectual Property included as Collateral) in the appropriate form in respect of the applicable Loan Parties in the offices of secretaries of state of those states specified in paragraph 1(a) of the Perfection Certificate, the Agent (for the benefit of the Lenders) shall have a fully perfected Lien on, and security interest in all right, title and interest of the applicable Loan Parties organized in the United States in such Intellectual Property in which a security interest may be perfected by such filing in the United States, in each case, prior and superior in right to any other Person (except for Liens permitted under Section 6.02 that have priority as a matter of law) (it being understood that subsequent recordings in the United States Patent and Trademark Office or the United States Copyright Office, as applicable, may be necessary to perfect a Lien on patents, patent applications, and trademark and copyright registrations and applications for registration acquired, obtained or initiated by, or granted to, the Loan Parties after the date hereof).created thereunder; or

Collateral Documents. (a) The Pledge Without limiting the generality of subsection 8.1, each Lender hereby further authorizes the Administrative Agent to enter into the Collateral Documents as secured party on behalf of and Security Agreement for the benefit of such Lender and Collateral Assignments, upon execution and delivery thereof agrees to be bound by the parties theretoterms of each of the Collateral Documents; PROVIDED, willthat, except as otherwise provided below, the Administrative Agent shall not enter into or consent to any amendment, modification, termination or waiver of any provision contained in any Collateral Document without prior written consent of Requisite Lenders. Anything contained in any of the Loan Documents to the contrary notwithstanding, each Lender agrees that no Lender shall have any right individually to realize upon any of the collateral under any Collateral Document, it being understood and agreed that all powers, rights and remedies under the governing law thereof, create in favor of Collateral Documents may be exercised solely by the Administrative Agent for the benefit of the Lenders, a legal, valid and enforceable security interest Lenders in accordance with the Collateral described therein to terms thereof. Each Lender hereby authorizes the extent intended to be created thereby. Administrative Agent (i) when UCC financing statements in to release or subordinate Collateral as permitted or required under this Agreement or the appropriate form are filed in respect of the applicable Loan Parties in the offices of secretaries of state of those states specified in paragraph 1(a) of the Perfection Certificate, to the extent perfection can be obtained by filing UCC financing statements, the Agent (for the benefit of the Lenders) shall have a fully perfected Lien onCollateral Documents, and security interest in all right, title and interest agrees that a certificate executed by the Administrative Agent evidencing such release of the relevant Loan Parties in the Collateral described therein (including, in the case shall be conclusive evidence of Intellectual Property, all state trademark registrations, common law trademarks and any applications for the registration of any of the foregoing, but excluding the Collateral described in the following clauses (ii) through (iv)) and, subject to Section 9-315 of the UCC, the proceeds thereof, such release as security for the Obligations, prior and superior in right to any other person (except for Liens permitted under Section 6.02)third party, (ii) in the case to enter into any amendments of the Pledged CollateralCollateral Documents to cure any ambiguity, when defect or inconsistency or to amend provisions relating to ministerial or administrative matters that do not materially adversely affect the original stock certificates representing the Pledged Collateral are delivered to the Agent and UCC financing statements in the appropriate form are filed in respect rights of the applicable Loan Parties in the offices of secretaries of state of those states specified in paragraph 1(a) of the Perfection Certificate, to the extent perfection can be obtained by the deposit of the original stock certificates and the filing of UCC financing statements, the Agent (for the benefit of the Lenders) shall have a fully perfected Lien onLenders thereunder, and security interest in all right, title and interest of the relevant Loan Parties in such Pledged Collateral and, subject to Section 9-315 of the UCC, the proceeds thereof, as security for the Obligations, prior and superior in right to any other person (except for Liens permitted under Section 6.02), (iii) in the case event that an AFL III Aircraft or Spare Engine is subject to a Dry Lease permitted by Section 7(g)(9) of any deposit or securities accounts included in the Collateral Leases (which, for the avoidance of doubt, excludes Excluded Accountsas amended), to enter into amendments, supplements, or other modifications of the extent perfection can be obtained by entering into a Control Agreement, when a Control Agreement is entered into with respect Collateral Documents relating to such deposit AFL III Aircraft or securities accounts, the Agent (Spare Engine for the benefit purpose of permitting such lease and requiring the Lenders) shall have Lessee to grant a fully perfected Lien on, and security interest in all right, title and interest favor of the applicable Loan Parties Borrower in such deposit or securities accounts, as applicable, as security for the Obligations, prior lease and superior in right to any other person (except for Liens permitted under Section 6.02) and (iv) in the case of United States patent, United States copyright, and United States federal trademark registrations, and applications for the issuance or registration of any of the foregoing upon the recordation of a short-form security agreement in form and substance reasonably satisfactory to the Agent with the United States Patent and Trademark Office, or the United States Copyright Office, as applicable, together with the filing of UCC financing statements (together with any schedules the Agent requests that requiring the Borrower includes to itemize such Intellectual Property included as Collateral) in the appropriate form in respect of the applicable Loan Parties in the offices of secretaries of state of those states specified in paragraph 1(a) of the Perfection Certificate, the Agent (for the benefit of the Lenders) shall have grant a fully perfected Lien on, and security interest in all right, title and interest favor of the applicable Loan Parties organized in the United States Lenders in such Intellectual Property in which a security interest may be perfected by such filing in the United States, in each case, prior Dry Lease and superior in right to any other Person (except for Liens permitted under Section 6.02 that have priority as a matter of law) (it being understood that subsequent recordings in the United States Patent and Trademark Office or the United States Copyright Office, as applicable, may be necessary to perfect a Lien on patents, patent applications, and trademark and copyright registrations and applications for registration acquired, obtained or initiated by, or granted to, the Loan Parties after the date hereof)reasonably related changes.

Collateral Documents. (a) The Pledge Each of the Collateral Documents, once executed and Security Agreement and Collateral Assignmentsdelivered, upon execution and delivery thereof by the parties thereto, will, under the governing law thereof, will be effective to create in favor of the Collateral Agent for the benefit of the Lenderssecured parties named therein, a legal, valid and enforceable liens on, and security interest in interests in, all property pledged or granted as Collateral pursuant to the Collateral described therein to the extent intended to be created thereby. Documents. When (i) when UCC the Mortgages are recorded in the official real property records of the County and State where the real property which comprises a part of the Collateral (the “Mortgage Collateral”) is located, and all filing fees and mortgage recording taxes payable with respect thereto have been paid in full, (ii) financing statements and other filings in the appropriate form are filed in respect of the applicable Loan Parties in the offices of secretaries of state of those states specified in paragraph 1(a) of Section 2 to the Perfection Certificate, and (iii) the Collateral Agent has taken possession or control of any Collateral (which possession or control shall be given to the Collateral Agent to the extent perfection can be obtained possession or control by filing UCC financing statementsthe Collateral Agent is required by the applicable Collateral Document), the Agent (for liens created by the benefit of Collateral Documents shall constitute fully perfected, and as the Lenders) shall have a fully perfected Lien Mortgage Collateral first priority, liens on, and security interest in interests in, all right, title and interest of the relevant Loan Parties Grantors in the Collateral described therein (including, in the case of Intellectual Property, all state trademark registrations, common law trademarks and any applications for the registration of any of the foregoing, but excluding the Collateral described in the following clauses (ii) through (iv)) and, subject to Section 9-315 of the UCC, the proceeds thereof, as security for the Obligations, prior and superior in right to any other person (except for Liens permitted under Section 6.02), (ii) in the case of the Pledged Collateral, when the original stock certificates representing the Pledged Collateral are delivered to the Agent and UCC financing statements in the appropriate form are filed in respect of the applicable Loan Parties in the offices of secretaries of state of those states specified in paragraph 1(a) of the Perfection Certificate, to the extent perfection can be obtained by the deposit of the original stock certificates and the filing of UCC financing statements, the Agent (for the benefit of the Lenders) shall have a fully perfected Lien on, and that under applicable law such security interest in all right, title and interest of the relevant Loan Parties in such Pledged Collateral and, subject to Section 9-315 of the UCC, the proceeds thereof, as security for the Obligations, prior and superior in right to any other person (except for Liens permitted under Section 6.02), (iii) in the case of any deposit or securities accounts included in the Collateral (which, for the avoidance of doubt, excludes Excluded Accounts), to the extent perfection can be obtained by entering into a Control Agreement, when a Control Agreement is entered into with respect to such deposit or securities accounts, the Agent (for the benefit of the Lenders) shall have a fully perfected Lien on, and security interest in all right, title and interest of the applicable Loan Parties in such deposit or securities accounts, as applicable, as security for the Obligations, prior and superior in right to any other person (except for Liens permitted under Section 6.02) and (iv) in the case of United States patent, United States copyright, and United States federal trademark registrations, and applications for the issuance or registration of any of the foregoing upon the recordation of a short-form security agreement in form and substance reasonably satisfactory to the Agent with the United States Patent and Trademark Office, or the United States Copyright Office, as applicable, together with the filing of UCC financing statements (together with any schedules the Agent requests that the Borrower includes to itemize such Intellectual Property included as than Mortgage Collateral) in the appropriate form in respect of the applicable Loan Parties in the offices of secretaries of state of those states specified in paragraph 1(a) of the Perfection Certificate, the Agent (for the benefit of the Lenders) shall have a fully perfected Lien on, and security interest in all right, title and interest of the applicable Loan Parties organized in the United States in such Intellectual Property in which a security interest may can be perfected by such filing filings or such possession or control and to the extent that under applicable law such security interest in the United StatesMortgage Collateral can be perfected by such recording, in each case, prior and superior in right case subject to any no Liens other Person than Permitted Liens (except for Liens permitted under Section 6.02 that have priority as a matter of lawto all Collateral other than the Mortgage Collateral) or Permitted Encumbrances (it being understood that subsequent recordings in as to the United States Patent and Trademark Office or the United States Copyright Office, as applicable, may be necessary to perfect a Lien on patents, patent applications, and trademark and copyright registrations and applications for registration acquired, obtained or initiated by, or granted to, the Loan Parties after the date hereofMortgage Collateral).

Collateral Documents. The Borrower shall execute or cause to be executed: (i) on or prior to the Effective Date, (a) The the Security Agreement, (b) one or more Pledge and Security Agreement and Collateral Assignments, upon execution and delivery thereof Agreements with respect to all of the Capital Stock owned by the parties Borrower and its Domestic Subsidiaries of each of the Domestic Subsidiaries in existence on the Effective Date, (c) Mortgages from each Loan Party, accompanied by the relevant title reports with respect to such locations as the Administrative Agent may request and (d) such vehicle title applications (other than with respect to vehicles subject to the Fleet Lease Transaction or the National City Lease Transaction) as the Administrative Agent may request, accompanied by the relevant vehicle titles and fees to be filed with the applicable Governmental Authorities to reflect the Collateral Agent as lienholder; (ii) (x) within five (5) Business Days after any Subsidiary becoming a Domestic Subsidiary, a Pledge Agreement (or supplement thereto) with respect to all of the Capital Stock of such Subsidiary owned by the Borrower and its Domestic Subsidiaries and (y) within thirty (30) days after any Subsidiary becoming a First Tier Foreign Subsidiary, will, under the governing law thereof, create a pledge agreement (or supplement thereto) or share mortgage in favor of the Collateral Agent for the benefit of the LendersSecured Parties with respect to the lesser of (i) 100% (or, in respect of any First Tier Foreign Subsidiary, 65% so long as a legal, valid 100% pledge would cause such First Tier Foreign Subsidiary's accumulated and enforceable security interest in undistributed earnings and profits to be deemed to be repatriated to the Collateral described therein Borrower or a Domestic Subsidiary for U.S. federal income tax purposes) of all the outstanding Capital Stock of each First Tier Foreign Subsidiary and (ii) all of the outstanding Capital Stock of each First Tier Foreign Subsidiary currently or hereafter owned by the Borrower and its Domestic Subsidiaries; and provided that no such pledge of the Capital Stock of a First Tier Foreign Subsidiary shall be required hereunder to the extent intended to be created thereby. (i) when UCC financing statements in such pledge is prohibited by applicable law or the appropriate form are filed in respect of the applicable Loan Parties in the offices of secretaries of state of those states specified in paragraph 1(a) of the Perfection Certificate, to the extent perfection can be obtained by filing UCC financing statements, the Collateral Agent (and its counsel reasonably determine that such pledge would not provide material Collateral for the benefit of the LendersSecured Parties pursuant to legally binding, valid and enforceable Pledge Agreements; (iii) shall have within five (5) Business Days after any Subsidiary becoming a fully perfected Lien onGuarantor, a supplement to the Security Agreement (in the form attached thereto), and security the other documents required by the Administrative Agent in connection therewith; (iv) within thirty (30) days after the Borrower or any Domestic Subsidiary acquires any fee interest in all rightreal property, a Mortgage executed by such acquiring Person, accompanied by such title reports, title insurance, surveys, appraisals and environmental reports (collectively, "Real Estate Instruments") as are requested by the Administrative Agent; (v) within ten (10) days after any Loan Party acquires an ownership interest in any vehicle and other item of rolling stock subject to a certificate of title law, to the extent so required by the Administrative Agent, an appropriate vehicle title application (other than with respect to a vehicle subject to the Fleet Lease Transaction or the National City Lease Transaction) accompanied by the relevant Loan Parties in vehicle title and fee to be filed with the applicable Governmental Authority to reflect the Collateral described therein (including, in Agent as lienholder with respect to such vehicle or other item of rolling stock; and the case of Intellectual Property, all state trademark registrations, common law trademarks and any applications for the registration of any of the foregoing, but excluding Borrower shall deliver to the Collateral described in the following clauses Agent all such Pledge Agreements, Guarantees and other Collateral Documents, together with appropriate corporate resolutions and other documentation (ii) through (iv)) andincluding opinions, subject to Section 9-315 of the UCCUCC financing statements, real estate title insurance policies, environmental reports, the proceeds thereof, as security for the Obligations, prior and superior in right to any other person (except for Liens permitted under Section 6.02), (ii) in the case of the Pledged Collateral, when the original stock certificates representing the Pledged Collateral are delivered Capital Stock subject to the Agent and UCC financing statements such pledge, stock powers with respect thereto executed in the appropriate form are filed in respect of the applicable Loan Parties in the offices of secretaries of state of those states specified in paragraph 1(a) of the Perfection Certificate, to the extent perfection can be obtained by the deposit of the original stock certificates and the filing of UCC financing statements, the Agent (for the benefit of the Lenders) shall have a fully perfected Lien onblank, and security interest in all right, title and interest such other documents as shall be reasonably requested to perfect the Lien of the relevant Loan Parties in such Pledged Collateral and, subject to Section 9-315 of the UCC, the proceeds thereof, as security for the Obligations, prior and superior in right to any other person (except for Liens permitted under Section 6.02), (iiipledge) in the each case of any deposit or securities accounts included in the Collateral (which, for the avoidance of doubt, excludes Excluded Accounts), to the extent perfection can be obtained by entering into a Control Agreement, when a Control Agreement is entered into with respect to such deposit or securities accounts, the Agent (for the benefit of the Lenders) shall have a fully perfected Lien on, and security interest in all right, title and interest of the applicable Loan Parties in such deposit or securities accounts, as applicable, as security for the Obligations, prior and superior in right to any other person (except for Liens permitted under Section 6.02) and (iv) in the case of United States patent, United States copyright, and United States federal trademark registrations, and applications for the issuance or registration of any of the foregoing upon the recordation of a short-form security agreement in form and substance reasonably satisfactory to the Agent Collateral Agent; provided that, with respect to the United States Patent pledge of Capital Stock in First Tier Foreign Subsidiaries in existence on the date hereof and Trademark Office, or the United States Copyright Office, as applicable, together with the filing of UCC financing statements (together with any schedules the Agent requests that vehicles and real estate owned by the Borrower includes to itemize such Intellectual Property included as Collateral) in the appropriate form in respect or any of the applicable Loan Parties in the offices of secretaries of state of those states specified in paragraph 1(a) of the Perfection Certificate, the Agent (for the benefit of the Lenders) shall have a fully perfected Lien on, and security interest in all right, title and interest of the applicable Loan Parties organized in the United States in such Intellectual Property in which a security interest may be perfected by such filing in the United States, in each case, prior and superior in right to any other Person (except for Liens permitted under Section 6.02 that have priority as a matter of law) (it being understood that subsequent recordings in the United States Patent and Trademark Office or the United States Copyright Office, as applicable, may be necessary to perfect a Lien its Domestic Subsidiaries on patents, patent applications, and trademark and copyright registrations and applications for registration acquired, obtained or initiated by, or granted to, the Loan Parties after the date hereof, such relevant Pledge Agreements, vehicle title applications and Real Estate Instruments (to the extent not being delivered on the Effective Date) are required to be delivered to the Collateral Agent at the times and in the manner required in writing by the Administrative Agent. In addition to the terms and provisions set forth hereinabove, the Borrower shall, and shall cause its Subsidiaries to, within the time periods set forth below (to the extent such actions have not occurred on or prior to the Effective Date), cause the following to occur: (1) with respect to the Layfayette Property: (a) within seven (7) days of the Effective Date, deliver an executed Mortgage and record and/or file such Mortgage with the local recorder of deeds/registrar of titles; (b) within seven (7) days of the Effective Date, deliver a Lender's 1970 ALTA form of title insurance policy (or executed Pro-Forma thereof) in favor of the Collateral Agent in the amount of the net book value of the Lafayette Property; (c) within sixty (60) days of the Effective Date, deliver a Phase I Environmental Assessment addressed to and in form and substance reasonably satisfactory to the Administrative Agent, and prepared by an environmental engineering firm reasonably acceptable to the Administrative Agent; (d) within seven (7) days of the Effective Date, deliver a legal opinion in form and substance satisfactory to the Administrative Agent from Baker & Daniels regarding such Mortgage; (e) within seventy-five (75) ▇▇▇s o▇ ▇▇▇ ▇ffective Date, deliver an ALTA plat of survey prepared by a surveyor licensed in the State of Indiana with respect to the Layfayette Property; and (f) within sixty (60) days of delivery of the survey, cause any necessary adjustments or modifications to the Mortgage or the title insurance policy as may be reasonably required to reflect the survey and the facts set forth therein on the title insurance policy and the Mortgage; (2) with respect to each Material Real Estate Property: (a) within fifteen (15) days of the Effective Date, deliver an executed Mortgage and record and/or file such Mortgage with the local recorder of deeds/registrar of titles; (b) within thirty (30) days of the Effective Date, deliver a Lender's 1970 ALTA form of title insurance policy (or executed Pro-Forma thereof) in favor of the Collateral Agent in the amount of the net book value of the such property; (c) within sixty (60) days of the Effective Date, deliver a Phase I Environmental Assessment addressed to and in form and substance reasonably satisfactory to the Administrative Agent, and prepared by an environmental engineering firm reasonably acceptable to the Administrative Agent; (d) within thirty (30) days of the Effective Date, deliver a legal opinion in form and substance satisfactory to the Administrative Agent from special local counsel reasonably satisfactory to the Administrative Agent regarding such Mortgage; (e) within seventy-five (75) days of the Effective Date, deliver an ALTA plat of survey prepared by a surveyor licensed in the state where such property is located with respect to such property; and (f) within sixty (60) days of delivery of the survey, cause any necessary adjustments or modifications to the Mortgage or the title insurance policy as may be reasonably required to reflect the survey and the facts set forth therein on the title insurance policy and the Mortgage; (3) with respect to each Significant Real Estate Property: (a) within forty-five (45) days of the Effective Date, deliver an executed Mortgage and record and/or file such Mortgage with the local recorder of deeds/registrar of titles; and (b) within forty-five (45) days of the Effective Date, deliver a Lender's 1970 ALTA form of title insurance policy (or executed Pro-Forma thereof) in favor of the Collateral Agent in the amount of the net book value of the such property; (4) with respect to all other real property owned by the Borrower or its Domestic Subsidiaries: (a) within sixty (60) days of the Effective Date, deliver an executed Mortgage and record and/or file such Mortgage with the local recorder of deeds/registrar of titles; and (5) with respect to all properties which are anticipated to be included in the SunTrust Sale and Leaseback, the Borrower agrees that if such SunTrust Sale and Leaseback is not consummated on or prior to December 31, 2002, or if any property which was anticipated to be included in such SunTrust Sale and Leaseback and is not so included, the Borrower shall comply or cause its Domestic Subsidiaries to comply with the terms and provisions of this Section 6.2(O) with respect to each such property on or prior to December 31, 2002 in the case of all such properties if the SunTrust Sale and Leaseback is not consummated and within forty-five (45) days from the date any property is no longer anticipated to be included in the SunTrust Sale and Leaseback.

Collateral Documents. (a) The Pledge and Security Agreement and Collateral AssignmentsDocuments, upon execution and delivery thereof by the parties theretoin appropriate form for filing or recording, willwhere necessary, under the governing law thereof, create in favor of the Agent for the benefit of the Lenders, a legal, valid and enforceable security interest in the Collateral described therein to the extent intended to be created thereby.together with: (i) when UCC financing statements executed original instruments and documents in forms acceptable for filing to perfect the appropriate form are filed in respect security interests of the applicable Loan Parties Lender in the offices of secretaries of state of those states specified in paragraph 1(aaccordance with Applicable Law, including (without limitation) of the Perfection Certificate, any filings required to the extent perfection can be obtained by filing UCC financing statements, the Agent (for the benefit of the Lenders) shall have a fully perfected Lien on, and security interest in all right, title and interest of the relevant Loan Parties in the Collateral described therein (including, in the case of Intellectual Property, all state trademark registrations, common law trademarks and any applications for the registration of any of the foregoing, but excluding the Collateral described in the following clauses (ii) through (iv)) and, subject to Section 9-315 of the UCC, the proceeds thereof, as security for the Obligations, prior and superior in right to any other person (except for Liens permitted under Section 6.02), (ii) in the case of the Pledged Collateral, when the original stock certificates representing the Pledged Collateral are delivered to the Agent and UCC financing statements in the appropriate form are filed in respect of the applicable Loan Parties in the offices of secretaries of state of those states specified in paragraph 1(a) of the Perfection Certificate, to the extent perfection can be obtained by the deposit of the original stock certificates and the filing of UCC financing statements, the Agent (for the benefit of the Lenders) shall have a fully perfected Lien on, and security interest in all right, title and interest of the relevant Loan Parties in such Pledged Collateral and, subject to Section 9-315 of the UCC, the proceeds thereof, as security for the Obligations, prior and superior in right to any other person (except for Liens permitted under Section 6.02), (iii) in the case of any deposit or securities accounts included in the Collateral (which, for the avoidance of doubt, excludes Excluded Accounts), to the extent perfection can be obtained by entering into a Control Agreement, when a Control Agreement is entered into with respect to such deposit or securities accounts, the Agent (for the benefit of the Lenders) shall have a fully perfected Lien on, and security interest in all right, title and interest of the applicable Loan Parties in such deposit or securities accounts, as applicable, as security for the Obligations, prior and superior in right to any other person (except for Liens permitted under Section 6.02) and (iv) in the case of United States patent, United States copyright, and United States federal trademark registrations, and applications for the issuance or registration of any of the foregoing upon the recordation of a short-form security agreement in form and substance reasonably satisfactory to the Agent made with the United States Patent and Trademark Office, or the United States Copyright Office, as applicable, together with the filing of UCC financing statements (together with any schedules the Agent requests that the Borrower includes Office to itemize such Intellectual Property included as Collateral) in the appropriate form in respect of the applicable Loan Parties in the offices of secretaries of state of those states specified in paragraph 1(a) of the Perfection Certificate, the Agent (for the benefit of the Lenders) shall have a fully perfected Lien on, and perfect Lender’s security interest in any copyrights or other intellectual property of Borrower; (ii) evidence that all rightother actions necessary or, title and interest in the reasonable opinion of the applicable Loan Parties organized Lender, desirable to perfect and protect the Liens created by the Collateral Documents have been taken; (iii) to the extent not previously paid in connection with clause (i) above, funds sufficient to pay any filing or recording tax or fee in connection with any and all UCC financing statements; (iv) subject to the provisions of any subordination agreement that Lender may enter into with Borrower’s senior revolver lender that is secured by the accounts receivable and inventory of Borrower, agreements with all banks, securities brokers, warehousemen, bailees, consignees and other Persons having possession of or a Lien (other than a Permitted Lien) on any Collateral acknowledging the Lender’s prior Lien on such Property, in form and substance acceptable to the Lender; (v) such consents, estoppels, subordination agreements, collateral assignments of leases, landlord waivers and other documents and instruments executed by landlords, tenants and other Persons party to material contracts relating to any Collateral as to which the Lender shall be granted a Lien, as reasonably requested by the Lender; and (vi) evidence that all other actions necessary or, in the United States in such Intellectual Property in which a security interest may be perfected by such filing in reasonable opinion of the United StatesLender, in each case, prior and superior in right to any other Person (except for Liens permitted under Section 6.02 that have priority as a matter of law) (it being understood that subsequent recordings in the United States Patent and Trademark Office or the United States Copyright Office, as applicable, may be necessary desirable to perfect a Lien on patents, patent applicationsand protect the Liens created by the Collateral Documents, and trademark to enhance the Lender’s ability to preserve and copyright registrations protect its interests in and applications for registration acquiredaccess to the Collateral, obtained or initiated by, or granted to, the Loan Parties after the date hereof).have been taken;

Collateral Documents. (a) The Pledge and Security Agreement and provisions of each of the Collateral Assignments, upon execution and delivery thereof by the parties thereto, will, under the governing law thereof, Documents are effective to create in favor of the Agent for the benefit of the LendersBank, a legal, valid and enforceable security interest in the Collateral described therein to the extent intended to be created thereby. (i) when UCC financing statements in the appropriate form are filed in respect of the applicable Loan Parties in the offices of secretaries of state of those states specified in paragraph 1(a) of the Perfection Certificate, to the extent perfection can be obtained by filing UCC financing statements, the Agent (for the benefit of the Lenders) shall have a fully perfected Lien on, and first priority security interest in all right, title and interest of the relevant Loan Parties Company in the Collateral collateral described therein therein. (includingb) Each Deed of Trust when delivered will be effective to grant to the Bank a legal, valid and enforceable deed of trust/mortgage lien on all the right, title and interest of the mortgagor under such Deed of Trust in the case Mortgaged Property described therein. When each such Deed of Intellectual Property, all state trademark registrations, common law trademarks and any applications for the registration of any of the foregoing, but excluding the Collateral described Trust is duly recorded in the following clauses (ii) through (iv)) andoffices listed on the schedule to such Deed of Trust and the mortgage recording fees and taxes in respect thereof are paid and compliance is otherwise had with the formal requirements of state law applicable to the recording of real estate mortgages generally, each such mortgaged property, subject to Section 9-315 of the UCC, the proceeds thereof, encumbrances and exceptions to title set forth therein and except as security for the Obligations, prior and superior in right to any other person (except for Liens permitted under Section 6.02), (ii) noted in the case of the Pledged Collateral, when the original stock certificates representing the Pledged Collateral are title policies delivered to the Agent Bank pursuant to Section 4.03, is subject to a legal, valid, enforceable and UCC perfected first priority deed of trust; and when financing statements in the appropriate form are have been filed in respect of the applicable Loan Parties in the offices of secretaries of state of those states specified in paragraph 1(a) such Deed of the Perfection CertificateTrust, to the extent perfection can be obtained by the deposit such Deed of the original stock certificates Trust also creates a legal, valid, enforceable and the filing of UCC financing statements, the Agent (for the benefit of the Lenders) shall have a fully perfected Lien first lien on, and security interest in in, all right, title and interest of the relevant Loan Parties Company under such Deed of Trust in all personal property and fixtures which is covered by such Pledged Collateral andDeed of Trust, subject to no other Liens, except the encumbrances and exceptions to title set forth therein and except as noted in the title policies delivered to the Bank pursuant to Section 9-315 4.03, and Permitted Liens. (c) All representations and warranties of the UCC, the proceeds thereof, as security for the Obligations, prior and superior in right to any other person (except for Liens permitted under Section 6.02), (iii) in the case of any deposit or securities accounts included Company contained in the Collateral (which, for the avoidance of doubt, excludes Excluded Accounts), to the extent perfection can be obtained by entering into a Control Agreement, when a Control Agreement is entered into with respect to such deposit or securities accounts, the Agent (for the benefit of the Lenders) shall have a fully perfected Lien on, Documents are true and security interest in all right, title and interest of the applicable Loan Parties in such deposit or securities accounts, as applicable, as security for the Obligations, prior and superior in right to any other person (except for Liens permitted under Section 6.02) and (iv) in the case of United States patent, United States copyright, and United States federal trademark registrations, and applications for the issuance or registration of any of the foregoing upon the recordation of a short-form security agreement in form and substance reasonably satisfactory to the Agent with the United States Patent and Trademark Office, or the United States Copyright Office, as applicable, together with the filing of UCC financing statements (together with any schedules the Agent requests that the Borrower includes to itemize such Intellectual Property included as Collateral) in the appropriate form in respect of the applicable Loan Parties in the offices of secretaries of state of those states specified in paragraph 1(a) of the Perfection Certificate, the Agent (for the benefit of the Lenders) shall have a fully perfected Lien on, and security interest in all right, title and interest of the applicable Loan Parties organized in the United States in such Intellectual Property in which a security interest may be perfected by such filing in the United States, in each case, prior and superior in right to any other Person (except for Liens permitted under Section 6.02 that have priority as a matter of law) (it being understood that subsequent recordings in the United States Patent and Trademark Office or the United States Copyright Office, as applicable, may be necessary to perfect a Lien on patents, patent applications, and trademark and copyright registrations and applications for registration acquired, obtained or initiated by, or granted to, the Loan Parties after the date hereof)correct.

Collateral Documents. (a) The Pledge and Security Agreement and Any Collateral Assignments, upon execution and Document after delivery thereof by pursuant to Section 4.01 or 6.12 shall for any reason (other than pursuant to the parties thereto, will, under the governing law terms hereof or thereof, ) cease to create in favor of the Agent for the benefit of the Lenders, a legal, valid and enforceable security interest in the Collateral described therein perfected (subject to the extent intended to be created thereby. (i) when UCC financing statements in the appropriate form are filed in respect of the applicable Loan Parties in the offices of secretaries of state of those states specified in paragraph 1(aSection 4.7(b) of the Perfection Certificate, to the extent perfection can be obtained by filing UCC financing statements, the Agent (for the benefit of the Lenders) shall have a fully perfected Lien on, and security interest in all right, title and interest of the relevant Loan Parties in the Collateral described therein (including, Security Agreement in the case of Intellectual PropertyIP Rights) first priority Lien (subject to Permitted Prior Liens) on any material portion of the Collateral purported to be covered thereby, in each case for any reason other than the Administrative Agent’s failure to maintain possession of any equity certificates or other instruments delivered to it under the Collateral Documents; provided that, for purposes of this clause (l), all state trademark registrations, common law trademarks and or any applications for the registration of any of the foregoing, but excluding the Collateral described in the following clauses (ii) through (iv)) and, subject to Section 9-315 of the UCC, the proceeds thereof, as security for the Obligations, prior and superior in right to any other person (except for Liens permitted under Section 6.02), (ii) in the case portion of the Pledged Equity shall be deemed to be a material portion of the Collateral, when the original stock certificates representing the Pledged Collateral are delivered . Notwithstanding anything to the Agent and UCC financing statements contrary contained in this Article VIII, in the appropriate form are filed in respect event that the Borrower fails to comply with the requirements of Section 7.11, until the expiration of the applicable Loan Parties in tenth day subsequent to the offices of secretaries of state of those states specified in paragraph 1(adate the certificate calculating such compliance is required to be delivered pursuant to Section 6.02(a) (the period from such failure to comply to such tenth day, the “Cure Period”), the Borrower shall have the right to issue Permitted Cure Securities for cash or otherwise receive cash contributions to the capital of the Perfection CertificateBorrower (collectively, the “Cure Right”), and upon the receipt by the Borrower of such cash (the “Cure Amount”) pursuant to the extent perfection can be obtained exercise by the deposit Borrower of such Cure Right compliance with the original stock certificates covenants set forth in Section 7.11 shall be recalculated giving effect to the following pro forma adjustments: (a) Borrower Cash Flow shall be increased, solely for the purpose of measuring compliance with Section 7.11 and not for any other purpose under this Agreement, by an amount equal to the filing of UCC financing statementsCure Amount; and (b) if, after giving effect to the foregoing recalculations, the Agent (for Borrower shall then be in compliance with the benefit requirements of Section 7.11, the Lenders) Borrower shall be deemed to have a fully perfected Lien on, and security interest in all right, title and interest satisfied the requirements of Section 7.11 as of the relevant Loan Parties date of determination with the same effect as though there had been no failure to comply therewith at such date, and the applicable breach or default of Section 7.11 that had occurred shall be deemed cured for the purposes of this Agreement. Notwithstanding anything herein to the contrary, (a) in such Pledged Collateral andeach two-fiscal-quarter period there shall be at least one fiscal quarter in which the Cure Right is not exercised, subject to (b) in each eight-fiscal-quarter period, there shall be a period of at least four consecutive fiscal quarters during which the Cure Right is not exercised, (c) the Cure Amount shall be no greater than the amount required for purposes of complying with Section 9-315 7.11 as of the UCC, the proceeds thereof, as security for the Obligations, prior relevant date of determination and superior in right to any other person (except for Liens permitted under Section 6.02), d) no more than five (iii5) Cure Rights may be exercised in the case of any deposit or securities accounts included in the Collateral (which, for the avoidance of doubt, excludes Excluded Accounts), to the extent perfection can be obtained by entering into a Control Agreement, when a Control Agreement is entered into with respect to such deposit or securities accounts, the Agent (for the benefit of the Lenders) shall have a fully perfected Lien on, and security interest in all right, title and interest of the applicable Loan Parties in such deposit or securities accounts, as applicable, as security for the Obligations, prior and superior in right to any other person (except for Liens permitted under Section 6.02) and (iv) in the case of United States patent, United States copyright, and United States federal trademark registrations, and applications for the issuance or registration of any of the foregoing upon the recordation of a short-form security agreement in form and substance reasonably satisfactory to the Agent with the United States Patent and Trademark Office, or the United States Copyright Office, as applicable, together with the filing of UCC financing statements (together with any schedules the Agent requests that the Borrower includes to itemize such Intellectual Property included as Collateral) in the appropriate form in respect of the applicable Loan Parties in the offices of secretaries of state of those states specified in paragraph 1(a) of the Perfection Certificate, the Agent (for the benefit of the Lenders) shall have a fully perfected Lien on, and security interest in all right, title and interest of the applicable Loan Parties organized in the United States in such Intellectual Property in which a security interest may be perfected by such filing in the United States, in each case, prior and superior in right to any other Person (except for Liens permitted under Section 6.02 that have priority as a matter of law) (it being understood that subsequent recordings in the United States Patent and Trademark Office or the United States Copyright Office, as applicable, may be necessary to perfect a Lien on patents, patent applications, and trademark and copyright registrations and applications for registration acquired, obtained or initiated by, or granted to, the Loan Parties after the date hereof)aggregate.

Collateral Documents. (a) The Pledge and Security Agreement and Collateral AssignmentsDocuments, upon execution and delivery thereof executed by the parties theretoParent, willthe Company and each Subsidiary, as applicable, in appropriate form for recording, where necessary, together with: (i) all certificates and instruments representing the Pledged Collateral, stock transfer powers executed in blank; (ii) funds sufficient to pay any filing or recording tax or fee in connection with any and all Mortgage Amendments; (iii) with respect to each of the Fee Mortgaged Properties pursuant to which a Fee Mortgage (as defined in the Existing Credit Agreement) was previously recorded, an amendment to mortgage in the form attached hereto as Exhibit L (with such changes thereto as shall be advisable under the governing law thereofof the jurisdiction where such Fee Mortgage was recorded) reflecting the amendment and restatement of the Existing Credit Agreement pursuant to this Agreement; (iv) with respect to each of the Fee Mortgaged Properties pursuant to which a mortgagee policy of title insurance was previously delivered to Administrative Agent pursuant to the Existing Credit Agreement, create an endorsement to such title policy satisfactory to the Administrative Agent and the Banks insuring that the applicable Mortgage encumbering such parcel of Mortgaged Property, as amended by the Mortgage Amendment referred to in clause (iii) above, continues to constitute a valid first Lien against the applicable portion of the Mortgaged Property in favor of the Administrative Agent for notwithstanding such Mortgage Amendment and the benefit amendment and restatement of the LendersExisting Credit Agreement, a legalsubject only to exceptions acceptable to the Administrative Agent and the Banks, valid with such endorsements and enforceable security interest in affirmative insurance as the Collateral described therein Administrative Agent may reasonably request; (v) to the extent intended required by law, flood insurance and earthquake insurance on terms satisfactory to be created thereby.the Administrative Agent; (ivi) when UCC financing statements proof of payment of all title insurance premiums, documentary stamp or intangible taxes, recording fees and mortgage taxes payable in connection with the appropriate form are filed in respect recording of any Mortgage Amendment or the issuance of the applicable Loan Parties title insurance endorsements in the offices of secretaries of state of those states specified in paragraph 1(aconnection therewith; and (vii) of the Perfection Certificate, to the extent perfection can be obtained by filing UCC financing statements, the Agent (for the benefit of the Lenders) shall have a fully perfected Lien on, and security interest in evidence that all right, title and interest of the relevant Loan Parties in the Collateral described therein (includingother actions necessary or, in the case of Intellectual Property, all state trademark registrations, common law trademarks and any applications for the registration of any opinion of the foregoingAdministrative Agent or the Banks, but excluding desirable to perfect and protect the first priority Lien created by the Collateral described Documents, and to enhance the Administrative Agent's ability to preserve and protect its interests in and access to the following clauses (ii) through (iv)) and, subject to Section 9-315 of the UCC, the proceeds thereof, as security for the Obligations, prior and superior in right to any other person (except for Liens permitted under Section 6.02), (ii) in the case of the Pledged Collateral, when the original stock certificates representing the Pledged Collateral are delivered to the Agent and UCC financing statements in the appropriate form are filed in respect of the applicable Loan Parties in the offices of secretaries of state of those states specified in paragraph 1(a) of the Perfection Certificate, to the extent perfection can be obtained by the deposit of the original stock certificates and the filing of UCC financing statements, the Agent (for the benefit of the Lenders) shall have a fully perfected Lien on, and security interest in all right, title and interest of the relevant Loan Parties in such Pledged Collateral and, subject to Section 9-315 of the UCC, the proceeds thereof, as security for the Obligations, prior and superior in right to any other person (except for Liens permitted under Section 6.02), (iii) in the case of any deposit or securities accounts included in the Collateral (which, for the avoidance of doubt, excludes Excluded Accounts), to the extent perfection can be obtained by entering into a Control Agreement, when a Control Agreement is entered into with respect to such deposit or securities accounts, the Agent (for the benefit of the Lenders) shall have a fully perfected Lien on, and security interest in all right, title and interest of the applicable Loan Parties in such deposit or securities accounts, as applicable, as security for the Obligations, prior and superior in right to any other person (except for Liens permitted under Section 6.02) and (iv) in the case of United States patent, United States copyright, and United States federal trademark registrations, and applications for the issuance or registration of any of the foregoing upon the recordation of a short-form security agreement in form and substance reasonably satisfactory to the Agent with the United States Patent and Trademark Office, or the United States Copyright Office, as applicable, together with the filing of UCC financing statements (together with any schedules the Agent requests that the Borrower includes to itemize such Intellectual Property included as Collateral) in the appropriate form in respect of the applicable Loan Parties in the offices of secretaries of state of those states specified in paragraph 1(a) of the Perfection Certificate, the Agent (for the benefit of the Lenders) shall have a fully perfected Lien on, and security interest in all right, title and interest of the applicable Loan Parties organized in the United States in such Intellectual Property in which a security interest may be perfected by such filing in the United States, in each case, prior and superior in right to any other Person (except for Liens permitted under Section 6.02 that have priority as a matter of law) (it being understood that subsequent recordings in the United States Patent and Trademark Office or the United States Copyright Office, as applicable, may be necessary to perfect a Lien on patents, patent applications, and trademark and copyright registrations and applications for registration acquired, obtained or initiated by, or granted to, the Loan Parties after the date hereof).been taken;

Collateral Documents. (a1) The Pledge Corporation hereby agrees to execute and Security Agreement deliver, and Collateral Assignments, upon execution and delivery thereof by the parties thereto, will, under the governing law thereof, create in favor of the Agent for the benefit of the Lenders, a legal, valid and enforceable security interest in the Collateral described therein to the extent intended to be created thereby. cause (i) when UCC financing statements each such Significant Subsidiary (other than the Target Company, Maricann B.V and Maricann GmbH) to execute and deliver, the Collateral Documents to which they are a party prior to or on the date of the Indenture, (ii) Maricann B.V. and Maricann GmbH to execute and deliver the Collateral Documents to which it is a party as soon as practicable following closing of the Offering and in any event no later than (30) Business Days after the appropriate form are filed execution of this Indenture and (iii) as it relates to the Target Company to execute and deliver the Collateral Documents to which it is a party as soon as practicable following the closing of the Proposed Acquisition and in any event no later than thirty (30) Business Days after the closing of the Proposed Acquisition, in each case as continuing collateral security for the due, prompt and complete payment, performance and satisfaction by the Corporation and such Significant Subsidiaries of all of their indebtedness, liabilities and obligations (whether present or future, direct or indirect, absolute or contingent, matured or unmatured, at any time due or accruing due, including any ultimate unpaid balance thereof, in any currency, and whether incurred prior to, at the time of or subsequent to the execution of this Indenture) to the Trustee and the holders of Debentures under and in respect of the applicable Loan Parties in Indenture Documents. (2) Without limiting the offices of secretaries of state of those states specified in paragraph 1(a) generality of the Perfection Certificate, to the extent perfection can be obtained by filing UCC financing statementsforegoing provision, the Agent Corporation will ensure that: (for a) the benefit Debentures are secured by a first priority Lien over all Property of the LendersCorporation and any Significant Subsidiary, subject to only Permitted Liens; and (b) shall have a fully perfected Lien on, and security interest in all right, title and interest the Trustee will receive (i) where the Equity Interests of any Subsidiary of the relevant Loan Parties in the Collateral described therein (including, in the case of Intellectual Property, all state trademark registrations, common law trademarks and any applications for the registration Corporation or of any Significant Subsidiary are certificated, share or unit certificates representing such Equity Interests, duly endorsed in blank for transfer or attached to duly executed stock transfer and powers of the foregoing, but excluding the Collateral described in the following clauses attorney; and (ii) through (iv)) and, subject to Section 9-315 where the Equity Interests of any Subsidiary of the UCC, the proceeds thereof, as security for the Obligations, prior and superior in right to any other person (except for Liens permitted under Section 6.02), (ii) in the case of the Pledged Collateral, when the original stock certificates representing the Pledged Collateral are delivered to the Agent and UCC financing statements in the appropriate form are filed in respect of the applicable Loan Parties in the offices of secretaries of state of those states specified in paragraph 1(a) of the Perfection Certificate, to the extent perfection can be obtained by the deposit of the original stock certificates and the filing of UCC financing statements, the Agent (for the benefit of the Lenders) shall have a fully perfected Lien on, and security interest in all right, title and interest of the relevant Loan Parties in such Pledged Collateral and, subject to Section 9-315 of the UCC, the proceeds thereof, as security for the Obligations, prior and superior in right to any other person (except for Liens permitted under Section 6.02), (iii) in the case Corporation or of any deposit Significant Subsidiary are uncertificated, control or securities accounts included in the Collateral (which, for the avoidance of doubt, excludes Excluded Accounts), to the extent perfection can be obtained by entering into a Control Agreement, when a Control Agreement is entered into with respect to such deposit or securities accounts, the Agent (for the benefit of the Lenders) shall have a fully perfected Lien on, and security interest in all right, title and interest of the applicable Loan Parties in such deposit or securities accounts, as applicable, as security for the Obligations, prior and superior in right to any other person (except for Liens permitted under Section 6.02) and (iv) in the case of United States patent, United States copyright, and United States federal trademark registrations, and applications for the issuance or registration of any of the foregoing upon the recordation of a short-form security agreement in form and substance reasonably satisfactory to the Agent with the United States Patent and Trademark Office, or the United States Copyright Office, as applicable, together with the filing of UCC financing statements (together with any schedules the Agent requests that the Borrower includes to itemize such Intellectual Property included as Collateral) in the appropriate form in respect of the applicable Loan Parties in the offices of secretaries of state of those states specified in paragraph 1(a) of the Perfection Certificate, the Agent (for the benefit of the Lenders) shall have a fully perfected Lien on, and security interest in all right, title and interest of the applicable Loan Parties organized in the United States in such Intellectual Property in which a security interest may be perfected by such filing in the United Statessimilar agreements, in each case, prior and superior in right order to any other Person ensure that the Trustee has control (except for Liens permitted under Section 6.02 that have priority as a matter of law) (it being understood that subsequent recordings defined in the United States Patent and Trademark Office Securities Transfer Act, 2006 (Ontario)) in respect of such Equity Interests. (3) The Collateral Documents shall be effective as of the date of this Indenture or as of the United States Copyright Officedate granted, as applicable, may be necessary to perfect a Lien on patents, patent applications, and trademark and copyright registrations and applications for registration acquired, obtained or initiated by, or granted to, the Loan Parties after regardless of the date hereof)that that the Debentures are issued or the date on which any money is advanced to the Corporation pursuant to the Indenture Documents.

Collateral Documents. (a) The Pledge and Security Agreement and each other Collateral Assignments, upon execution and delivery thereof by the parties thereto, will, under the governing law thereof, Document is effective to create in favor of the Agent Collateral Agent, for the benefit of the LendersSecured Parties, a legal, valid and enforceable security interest in the Collateral described therein and proceeds thereof (to the extent intended to a security interest can be created thereby. therein under the UCC or other applicable law). In the case of the Equity Interest pledged pursuant to the Pledge and Security Agreement (i) and any other applicable Collateral Document), when UCC Stock Certificates representing such Equity Interests (along with an undated stock power for each such Stock Certificate executed in blank by an Authorized Officer of the pledgor thereof), and in the case of the other Collateral described in the Pledge and Security Agreement or to the extent applicable, any other Collateral Document (other than Deposit Accounts), when financing statements and other filings specified on Schedule 4.25 in the appropriate form are filed in respect of the applicable Loan Parties in the offices of secretaries of state of those states specified in paragraph 1(a) of the Perfection Certificateon Schedule 4.25, to the extent perfection can be obtained by filing UCC financing statementsCollateral Agent, the Agent (for the benefit of the Lenders) Secured Parties, shall have a fully perfected Lien on, and security interest in in, all right, title and interest of the relevant Loan Credit Parties in the such Collateral described therein (including, in the case of Intellectual Property, all state trademark registrations, common law trademarks and any applications for the registration of any of the foregoing, but excluding the Collateral described in the following clauses (ii) through (iv)) and, subject to Section 9-315 of the UCC, the proceeds thereof, as security for the Obligations, prior and superior in right to any other person (except for Liens permitted under Section 6.02), (ii) in the case of the Pledged Collateral, when the original stock certificates representing the Pledged Collateral are delivered to the Agent and UCC financing statements in the appropriate form are filed in respect of the applicable Loan Parties in the offices of secretaries of state of those states specified in paragraph 1(a) of the Perfection Certificate, to the extent perfection can be obtained by the deposit of the original stock certificates and the filing of UCC financing statements, the Agent (for the benefit of the Lenders) shall have a fully perfected Lien on, and security interest in all right, title and interest of the relevant Loan Parties in such Pledged Collateral and, subject to Section 9-315 of the UCC, the proceeds thereof, as security for the Obligations, prior and superior in right to any other person (except for Liens permitted under Section 6.02), (iii) in the case of any deposit or securities accounts included in the Collateral (which, for the avoidance of doubt, excludes Excluded Accounts), to the extent perfection can be obtained by entering into a Control Agreement, when a Control Agreement is entered into with respect to such deposit or securities accounts, the Agent (for the benefit of the Lenders) shall have a fully perfected Lien on, and security interest in all right, title and interest of the applicable Loan Parties in such deposit or securities accounts, as applicable, as security for the Obligations, prior and superior in right to any other person (except for Liens permitted under Section 6.02) and (iv) in the case of United States patent, United States copyright, and United States federal trademark registrations, and applications for the issuance or registration of any of the foregoing upon the recordation of a short-form security agreement in form and substance reasonably satisfactory to the Agent with the United States Patent and Trademark Office, or the United States Copyright Office, as applicable, together with the filing of UCC financing statements (together with any schedules the Agent requests that the Borrower includes to itemize such Intellectual Property included as Collateral) in the appropriate form in respect of the applicable Loan Parties in the offices of secretaries of state of those states specified in paragraph 1(a) of the Perfection Certificate, the Agent (for the benefit of the Lenders) shall have a fully perfected Lien on, and security interest in all right, title and interest of the applicable Loan Parties organized in the United States in such Intellectual Property in which a security interest may be perfected by such filing in the United States, in each case, case prior and superior in right to any other Person (except for Liens permitted under by Section 6.02 that have priority as 6.02). (b) Each of the Mortgages (if any) is effective to create in favor of Collateral Agent, for the benefit of the Secured Parties, a matter of law) (it being understood that subsequent recordings valid Lien on the Mortgaged Properties described therein and proceeds thereof, and when the Mortgages are filed in the United States Patent offices specified therein, each such Mortgage shall constitute a fully perfected Lien on, and Trademark Office or security interest in, all right, title and interest of the United States Copyright OfficeCredit Parties in the Mortgaged Properties and the proceeds thereof, as applicablesecurity for the Obligations (as defined in the relevant Mortgage), may be necessary in each case prior and superior in right to perfect a Lien on patents, patent applications, and trademark and copyright registrations and applications for registration acquired, obtained or initiated by, or granted to, the Loan Parties after the date hereofany other Person (except Liens permitted by Section 6.02).

Collateral Documents. (a) The Pledge Without limiting the generality of subsection 9.1, each Lender hereby further authorizes Administrative Agent to enter into the Collateral Documents as secured party on behalf of and Security Agreement for the benefit of Lenders and Collateral Assignments, upon execution and delivery thereof agrees to be bound by the parties theretoterms of each of the Collateral Documents and the Subsidiary Guaranty; provided that, willexcept as otherwise provided below, Administrative -------- Agent shall not enter into or consent to any amendment, modification, termination or waiver of any provision contained in any Collateral Document and the Subsidiary Guaranty without the prior consent of Requisite Lenders. Anything contained in any of the Loan Documents to the contrary notwithstanding, each Lender agrees that no Lender shall have any right individually to realize upon any of the collateral under any Collateral Document and the Subsidiary Guaranty, it being understood and agreed that all powers, rights and remedies under the governing law thereof, create in favor of Collateral Documents and the Subsidiary Guaranty may be exercised solely by Administrative Agent for the benefit of Lenders in accordance with the Lenders, a legal, valid and enforceable security interest in the Collateral described therein to the extent intended to be created thereby. terms thereof. Each Lender hereby authorizes Administrative Agent (i) when UCC financing statements in to release or subordinate Collateral as permitted or required under this Agreement or the appropriate form are filed in respect of Collateral Documents and the applicable Loan Parties in the offices of secretaries of state of those states specified in paragraph 1(a) of the Perfection Certificate, to the extent perfection can be obtained by filing UCC financing statements, the Agent (for the benefit of the Lenders) shall have a fully perfected Lien onSubsidiary Guaranty, and security interest in all right, title agrees that a certificate executed by Administrative Agent evidencing such release of Collateral shall be conclusive evidence of such release as to any third party and interest of the relevant Loan Parties in the Collateral described therein (including, in the case of Intellectual Property, all state trademark registrations, common law trademarks and any applications for the registration of any of the foregoing, but excluding the Collateral described in the following clauses (ii) through (iv)) and, subject to Section 9-315 enter into any amendments of the UCCCollateral Documents and the Subsidiary Guaranty to cure any ambiguity, defect or inconsistency or to amend provisions relating to ministerial or administrative matters which do not materially adversely affect the proceeds thereof, rights of the Lenders thereunder. In the event Company receives a notice regarding any Subject Lease (as security for the Obligations, prior and superior in right to any other person (except for Liens permitted under Section 6.02), (ii) such term is defined in the case Closing Date Mortgages) pursuant to clause (b) of item (i) of Schedule -------- 5.2F, Administrative Agent shall release the Pledged Collateral, when Subject Lease of record from the original stock certificates representing ---- offending Closing Date Mortgage; provided that the Pledged Collateral are delivered to the Administrative Agent and UCC financing statements in the appropriate form are filed in respect of the applicable Loan Parties in the offices of secretaries of state of those states shall be -------- satisfied that such landlord or lessor claim specified in paragraph 1(a) of the Perfection Certificate, to the extent perfection can be obtained by the deposit of the original stock certificates and the filing of UCC financing statements, the Agent (for the benefit of the Lenders) shall have a fully perfected Lien on, and security interest such notice is in all right, title and interest of the relevant Loan Parties in such Pledged Collateral and, subject to Section 9-315 of the UCC, the proceeds thereof, as security for the Obligations, prior and superior in right to any other person (except for Liens permitted under Section 6.02), (iii) in the case of any deposit or securities accounts included in the Collateral (which, for the avoidance of doubt, excludes Excluded Accounts), to the extent perfection can be obtained by entering into a Control Agreement, when a Control Agreement is entered into with respect to such deposit or securities accounts, the Agent (for the benefit of the Lenders) shall have a fully perfected Lien on, and security interest in all right, title and interest of the applicable Loan Parties in such deposit or securities accounts, as applicable, as security for the Obligations, prior and superior in right to any other person (except for Liens permitted under Section 6.02) and (iv) in the case of United States patent, United States copyright, and United States federal trademark registrations, and applications for the issuance or registration of any of the foregoing upon the recordation of a short-form security agreement in form and substance reasonably satisfactory to the Agent with the United States Patent and Trademark Office, or the United States Copyright Office, as applicable, together with the filing of UCC financing statements (together with any schedules the Agent requests that the Borrower includes to itemize such Intellectual Property included as Collateral) in the appropriate form in respect of the applicable Loan Parties in the offices of secretaries of state of those states specified in paragraph 1(a) of the Perfection Certificate, the Agent (for the benefit of the Lenders) shall have a fully perfected Lien on, and security interest in all right, title and interest of the applicable Loan Parties organized in the United States in such Intellectual Property in which a security interest may be perfected by such filing in the United States, in each case, prior and superior in right to any other Person (except for Liens permitted under Section 6.02 that have priority as a matter of law) (it being understood that subsequent recordings in the United States Patent and Trademark Office or the United States Copyright Office, as applicable, may be necessary to perfect a Lien on patents, patent applications, and trademark and copyright registrations and applications for registration acquired, obtained or initiated by, or granted to, the Loan Parties after the date hereof)good faith.

Collateral Documents. (a) The Pledge Borrower, for itself and Security Agreement its successors and Collateral Assignmentsassigns, upon execution covenants and delivery thereof agrees, and the Second Lien Secured Party for itself and for its successors and assigns, hereby agrees, that, to the extent and in the manner set forth in this Agreement, all liens now held or hereafter acquired by the parties theretoSenior Secured Party in any or all of the Collateral (the “First Priority Liens”) to secure the First Lien Obligations shall at all times be prior and superior to any lien now held or hereafter acquired by the Second Lien Secured Party in the Collateral (the “Second Priority Liens”), will, and the Second Lien Secured Party agrees that the existence of the First Priorty Liens shall not constitute an “event of default” under the governing law thereof, create in favor Credit Agreement or the Second Lien Collateral Documents. Such priority shall be applicable irrespective of the Agent time or order of attachment or perfection of any security interest or the time or order of filing of any financing statements, deeds of trust or other documents, or any statutes, rules or law, or judicial interpretations to the contrary. In the event and to the extent, if any, that the liens arising pursuant to the Second Lien Collateral Documents attach to or encumber property of the Borrower constituting Collateral but upon which First Priority Liens do not exist or attach, then the Second Priority Liens shall be deemed to secure the First Lien Obligations (in addition to the Second Lien Obligations) and any proceeds derived from any such Collateral which is paid to or received or obtained by the Second Lien Secured Party shall be held for the benefit of the Lenders, a legal, valid and enforceable security interest in the Collateral described therein paid over to the extent intended to be created thereby. (i) when UCC financing statements Senior Secured Party until such time as the Senior Secured Party obtains a lien on such Collateral or the First Lien Obligations are indefeasibly paid in the appropriate form full in cash and satisfied, whichever occurs first. The lien subordination provisions in this Agreement are filed in respect of the applicable Loan Parties in the offices of secretaries of state of those states specified in paragraph 1(a) of the Perfection Certificate, to the extent perfection can be obtained by filing UCC financing statements, the Agent (for the benefit of the Lenders) and shall have a fully perfected Lien on, and security interest in all right, title and interest of the relevant Loan Parties in the Collateral described therein (including, in the case of Intellectual Property, all state trademark registrations, common law trademarks and any applications for the registration of any of the foregoing, but excluding the Collateral described in the following clauses (ii) through (iv)) and, subject to Section 9-315 of the UCC, the proceeds thereof, as security for the Obligations, prior and superior in right to any other person (except for Liens permitted under Section 6.02), (ii) in the case of the Pledged Collateral, when the original stock certificates representing the Pledged Collateral are delivered to the Agent and UCC financing statements in the appropriate form are filed in respect of the applicable Loan Parties in the offices of secretaries of state of those states specified in paragraph 1(a) of the Perfection Certificate, to the extent perfection can be obtained enforceable directly by the deposit of the original stock certificates and the filing of UCC financing statements, the Agent (for the benefit of the Lenders) shall have a fully perfected Lien on, and security interest in all right, title and interest of the relevant Loan Parties in such Pledged Collateral and, subject to Section 9-315 of the UCC, the proceeds thereof, as security for the Obligations, prior and superior in right to any other person (except for Liens permitted under Section 6.02), (iii) in the case of any deposit or securities accounts included in the Collateral (which, for the avoidance of doubt, excludes Excluded Accounts), to the extent perfection can be obtained by entering into a Control Agreement, when a Control Agreement is entered into with respect to such deposit or securities accounts, the Agent (for the benefit of the Lenders) shall have a fully perfected Lien on, and security interest in all right, title and interest of the applicable Loan Parties in such deposit or securities accounts, as applicable, as security for the Obligations, prior and superior in right to any other person (except for Liens permitted under Section 6.02) and (iv) in the case of United States patent, United States copyright, and United States federal trademark registrations, and applications for the issuance or registration of any of the foregoing upon the recordation of a short-form security agreement in form and substance reasonably satisfactory to the Agent with the United States Patent and Trademark Office, or the United States Copyright Office, as applicable, together with the filing of UCC financing statements (together with any schedules the Agent requests that the Borrower includes to itemize such Intellectual Property included as Collateral) in the appropriate form in respect of the applicable Loan Parties in the offices of secretaries of state of those states specified in paragraph 1(a) of the Perfection Certificate, the Agent (for the benefit of the Lenders) shall have a fully perfected Lien on, and security interest in all right, title and interest of the applicable Loan Parties organized in the United States in such Intellectual Property in which a security interest may be perfected by such filing in the United States, in each case, prior and superior in right to any other Person (except for Liens permitted under Section 6.02 that have priority as a matter of law) (it being understood that subsequent recordings in the United States Patent and Trademark Office or the United States Copyright Office, as applicable, may be necessary to perfect a Lien on patents, patent applications, and trademark and copyright registrations and applications for registration acquired, obtained or initiated by, or granted to, the Loan Parties after the date hereof)Senior Secured Party.

Collateral Documents. The Collateral Documents, executed by each Loan Party, in appropriate form for recording, where necessary, together with: (ai) The Pledge copies of all UCC-l, UCC-2 and Security Agreement and Collateral Assignments, upon execution and delivery thereof by UCC-3 financing statements to be filed to perfect or amend the parties thereto, will, under the governing law thereof, create in favor security interests of the Administrative Agent for the benefit of the Lenders, a legalor other evidence satisfactory to the Administrative Agent that there have been filed, valid registered or recorded all financing statements and enforceable security interest other filings, registrations and recordings necessary and advisable to perfect or amend the perfection of the Liens of the Administrative Agent for the benefit of the Lenders in accordance with applicable law, or, with respect to the Mortgaged Property, evidence satisfactory to the Administrative Agent that the executed Mortgages (or Deed of Trust Amendments) with respect to the Mortgaged Property shall have been delivered to Chicago Title Insurance Company in recordable form on or prior to the Effective Date for recording or, in the case of Mortgaged Properties for which Mortgages have not previously been delivered under the Existing Credit Agreement, within 60 days from the Effective Date; (ii) written advice relating to such Lien and judgment searches as the Administrative Agent shall have requested, and such termination statements or other documents as may be necessary to confirm that the Collateral described therein is subject to no other Liens in favor of any Persons (other than Permitted Liens); (iii) to the extent intended not previously delivered pursuant to be created thereby.the Existing Credit Agreement, receipt by the Administrative Agent of all certificates and instruments representing the Pledged Collateral, together with stock transfer powers executed in blank with signatures guaranteed as the Administrative Agent may specify; (iiv) when UCC funds sufficient to pay any filing or recording tax or fee in connection with any and all UCC-1 financing statements in and the appropriate form are filed Mortgages (or Deed of Trust Amendments); (v) to the extent not previously delivered pursuant to the Existing Credit Agreement, surveys and surveyor’s certification already within the possession or within the control of any Loan Party as to all real property and all land covered by a lease in respect of which there is delivered a Mortgage; (vi) proof of payment of all title insurance premiums, documentary stamp or intangible taxes, recording fees and mortgage taxes payable in connection with the applicable Loan Parties recording of any Mortgage (or Deed of Trust Amendments) or the issuance of the title insurance policies or endorsements thereto (whether due on the Effective Date or in the offices of secretaries of state of those states specified future) including sums due in paragraph 1(aconnection with any future advances; (vii) of the Perfection Certificate, to the extent perfection can not previously delivered pursuant to the Existing Credit Agreement, such consents, estoppels, subordination agreements and other documents and instruments executed by landlords, tenants and other Persons party to material contracts relating to any Collateral as to which the Administrative Agent shall be obtained by filing UCC financing statements, the Agent (granted a Lien for the benefit of the Lenders, as requested by the Administrative Agent or any Lender; and (viii) shall have a fully perfected Lien on, and security interest in evidence that all right, title and interest of the relevant Loan Parties in the Collateral described therein (includingother actions necessary or, in the case of Intellectual Property, all state trademark registrations, common law trademarks and any applications for the registration of any reasonable opinion of the foregoingAdministrative Agent or the Lenders, but excluding desirable to perfect and protect the first priority Lien created by the Collateral described Documents, and to enhance the Administrative Agent’s ability to preserve and protect its and the Lenders’ interests in the following clauses (ii) through (iv)) and, subject to Section 9-315 of the UCC, the proceeds thereof, as security for the Obligations, prior and superior in right to any other person (except for Liens permitted under Section 6.02), (ii) in the case of the Pledged Collateral, when the original stock certificates representing the Pledged Collateral are delivered access to the Agent and UCC financing statements in the appropriate form are filed in respect of the applicable Loan Parties in the offices of secretaries of state of those states specified in paragraph 1(a) of the Perfection Certificate, to the extent perfection can be obtained by the deposit of the original stock certificates and the filing of UCC financing statements, the Agent (for the benefit of the Lenders) shall have a fully perfected Lien on, and security interest in all right, title and interest of the relevant Loan Parties in such Pledged Collateral and, subject to Section 9-315 of the UCC, the proceeds thereof, as security for the Obligations, prior and superior in right to any other person (except for Liens permitted under Section 6.02), (iii) in the case of any deposit or securities accounts included in the Collateral (which, for the avoidance of doubt, excludes Excluded Accounts), to the extent perfection can be obtained by entering into a Control Agreement, when a Control Agreement is entered into with respect to such deposit or securities accounts, the Agent (for the benefit of the Lenders) shall have a fully perfected Lien on, and security interest in all right, title and interest of the applicable Loan Parties in such deposit or securities accounts, as applicable, as security for the Obligations, prior and superior in right to any other person (except for Liens permitted under Section 6.02) and (iv) in the case of United States patent, United States copyright, and United States federal trademark registrations, and applications for the issuance or registration of any of the foregoing upon the recordation of a short-form security agreement in form and substance reasonably satisfactory to the Agent with the United States Patent and Trademark Office, or the United States Copyright Office, as applicable, together with the filing of UCC financing statements (together with any schedules the Agent requests that the Borrower includes to itemize such Intellectual Property included as Collateral) in the appropriate form in respect of the applicable Loan Parties in the offices of secretaries of state of those states specified in paragraph 1(a) of the Perfection Certificate, the Agent (for the benefit of the Lenders) shall have a fully perfected Lien on, and security interest in all right, title and interest of the applicable Loan Parties organized in the United States in such Intellectual Property in which a security interest may be perfected by such filing in the United States, in each case, prior and superior in right to any other Person (except for Liens permitted under Section 6.02 that have priority as a matter of law) (it being understood that subsequent recordings in the United States Patent and Trademark Office or the United States Copyright Office, as applicable, may be necessary to perfect a Lien on patents, patent applications, and trademark and copyright registrations and applications for registration acquired, obtained or initiated by, or granted to, the Loan Parties after the date hereof).;

Collateral Documents. (1) Evidence that the Lease Agreement, the Assignment of Lease, and the Lessor Deed of Trust, delivered pursuant to items A(2), A(7) and A(8) and the Memorandum of Purchase Agreement relating to the Purchase Agreement delivered pursuant to item A(3) with respect to the Tract 1 Land have been properly recorded in the Official Records of Marin County; (2) An extended coverage owner's policy or binder of title insurance (or a commitment therefor) for the Property insuring Lessor's fee simple estate to the Tract 1 Land (subject to such exceptions as Agent may approve), in such amounts and with such endorsements as Agent may reasonably require, issued by a title insurer acceptable to Agent, together with such policies of co-insurance or re-insurance (or commitments therefor) as Agent may require; (3) An extended coverage lender's policy of title insurance (or a commitment therefor) for the Tract 1 Land insuring the validity and priority of the Lease Agreement (subject to such exceptions as Agent may approve), in such amounts and with such endorsements as Agent may reasonably require, issued by a title insurer acceptable to Agent, together with such policies of co-insurance or re-insurance (or commitments therefor) as Agent may require; (4) An extended coverage lender's policy of title insurance (or a commitment therefor) for the Tract 1 Land insuring the validity and priority of the Lessor Deed of Trust (subject to such exceptions as Agent may approve), in such amounts and with such endorsements as Agent may reasonably require, issued by a title insurer acceptable to Agent, together with such policies of co-insurance or re-insurance (or commitments therefor) as Agent may require; (5) Copies of all leases for the Tract 1 Land and all other documents, instruments and agreements recorded against or otherwise affecting the Property, including all amendments, extensions and other modifications thereof; (6) Subordination, non-disturbance and attornment agreements from the lessee under each of the leases for the Tract 1 Land; (7) Such consents and estoppels, with appropriate mortgagee protection language, as are requested by Agent, each duly executed by the appropriate Person; (8) Such Uniform Commercial Code financing statements and fixture filings (appropriately completed and executed) for filing in such jurisdictions as Agent may request to perfect the Liens granted to Lessor and Agent in the Lessee Security Documents, the Lessor Security Agreement and the other Operative Documents; (9) Such Uniform Commercial Code termination statements (appropriately completed and executed) for filing in such jurisdictions as Agent may request to terminate any financing statement evidencing Liens of other Persons in the Collateral which are prior to the Liens granted to Lessor and Agent in the Lessee Security Documents, the Lessor Security Agreement and the other Operative Documents, except for any such prior Liens which are expressly permitted by the Operative Documents to be prior; (10) Uniform Commercial Code search certificates from the jurisdictions in which Uniform Commercial Code financing statements are to be filed pursuant to item B(8) above reflecting no other financing statements or filings which evidence Liens of other Persons in the Collateral which are prior to the Liens granted to Lessor and Agent in the Lessee Security Documents, the Lessor Security Agreement and the other Operative Documents, except for any such prior Liens (a) The Pledge which are expressly permitted by the Operative Documents to be prior or (b) for which Agent has received a termination statement pursuant to item B(9) above; (11) Such other documents, instruments and agreements as Agents may reasonably request to establish and perfect the Liens granted to any Lessor Party in the Lessee Security Documents, the Lessor Deed of Trust, the Lessor Security Agreement and Collateral Assignmentsthe other Operative Documents; (12) Such other evidence as Agent may request to establish that the Liens granted to Agent or any Participant in the Lessee Security Documents, upon execution the Lessor Deed of Trust, the Lessor Security Agreement and delivery thereof the other Operative Documents are perfected and prior to the Liens of other Persons in the Collateral, except for any such Liens which are expressly permitted by the parties thereto, will, under the governing law thereof, create in favor of the Agent for the benefit of the Lenders, a legal, valid and enforceable security interest in the Collateral described therein to the extent intended Operative Documents to be created thereby. (i) when UCC financing statements in the appropriate form are filed in respect of the applicable Loan Parties in the offices of secretaries of state of those states specified in paragraph 1(a) of the Perfection Certificate, to the extent perfection can be obtained by filing UCC financing statements, the Agent (for the benefit of the Lenders) shall have a fully perfected Lien on, and security interest in all right, title and interest of the relevant Loan Parties in the Collateral described therein (including, in the case of Intellectual Property, all state trademark registrations, common law trademarks and any applications for the registration of any of the foregoing, but excluding the Collateral described in the following clauses (ii) through (iv)) prior; and, subject to Section 9-315 of the UCC, the proceeds thereof, as security for the Obligations, prior and superior in right to any other person (except for Liens permitted under Section 6.02), (ii) in the case of the Pledged Collateral, when the original stock certificates representing the Pledged Collateral are delivered to the Agent and UCC financing statements in the appropriate form are filed in respect of the applicable Loan Parties in the offices of secretaries of state of those states specified in paragraph 1(a) of the Perfection Certificate, to the extent perfection can be obtained by the deposit of the original stock certificates and the filing of UCC financing statements, the Agent (for the benefit of the Lenders) shall have a fully perfected Lien on, and security interest in all right, title and interest of the relevant Loan Parties in such Pledged Collateral and, subject to Section 9-315 of the UCC, the proceeds thereof, as security for the Obligations, prior and superior in right to any other person (except for Liens permitted under Section 6.02), (iii) in the case of any deposit or securities accounts included in the Collateral (which, for the avoidance of doubt, excludes Excluded Accounts), to the extent perfection can be obtained by entering into a Control Agreement, when a Control Agreement is entered into with respect to such deposit or securities accounts, the Agent (for the benefit of the Lenders) shall have a fully perfected Lien on, and security interest in all right, title and interest of the applicable Loan Parties in such deposit or securities accounts, as applicable, as security for the Obligations, prior and superior in right to any other person (except for Liens permitted under Section 6.02) and (iv) in the case of United States patent, United States copyright, and United States federal trademark registrations, and applications for the issuance or registration of any of the foregoing upon the recordation of a short-form security agreement in form and substance reasonably satisfactory to the Agent with the United States Patent and Trademark Office, or the United States Copyright Office, as applicable, together with the filing of UCC financing statements (together with any schedules the Agent requests that the Borrower includes to itemize such Intellectual Property included as Collateral) in the appropriate form in respect of the applicable Loan Parties in the offices of secretaries of state of those states specified in paragraph 1(a) of the Perfection Certificate, the Agent (for the benefit of the Lenders) shall have a fully perfected Lien on, and security interest in all right, title and interest of the applicable Loan Parties organized in the United States in such Intellectual Property in which a security interest may be perfected by such filing in the United States, in each case, prior and superior in right to any other Person (except for Liens permitted under Section 6.02 that have priority as a matter of law) (it being understood that subsequent recordings in the United States Patent and Trademark Office or the United States Copyright Office, as applicable, may be necessary to perfect a Lien on patents, patent applications, and trademark and copyright registrations and applications for registration acquired, obtained or initiated by, or granted to, the Loan Parties after the date hereof).

Collateral Documents. (a) The Pledge and Security Agreement and provisions of each of the Collateral Assignments, upon execution and delivery thereof by the parties thereto, will, under the governing law thereof, Documents are effective to create in favor of the Collateral Agent for the benefit of the Banks and the other Senior Secured Lenders, a legal, valid and enforceable first priority security interest in all right, title and interest of the Company and its Subsidiaries in the Collateral described therein subject to Permitted Liens; and financing statements have been (or will be) filed in the offices in all of the jurisdictions listed in the schedule to the Security Agreement. (b) Each Mortgage when delivered will be effective to grant to the Collateral Agent for the benefit of the Banks and the other Senior Secured Lenders a legal, valid and enforceable deed of trust lien on all the right, title and interest of the mortgagor under such Mortgage in the mortgaged Property described therein. When each such Mortgage is duly recorded in the offices listed on the schedule to such Mortgage, and the mortgage recording fees and taxes in respect thereof are paid and compliance is otherwise had with the formal requirements of state law applicable to the recording of real estate mortgages generally, each such mortgaged Property, subject to Permitted Liens and the encumbrances and exceptions to title set forth therein and except as noted in the title policies delivered to the Agent pursuant to Section 5.01, shall be subject to a legal, valid, enforceable and perfected first priority deed of trust and when financing statements have been filed in the offices listed in the schedule to such Mortgage, such Mortgage also shall create a legal, valid, enforceable and perfected first lien on, and security interest in, all right, title and interest of the Company or such Subsidiary under such Mortgage in all personal property and fixtures which is covered by such Mortgage, subject to no other Liens, except Permitted Liens and the encumbrances and exceptions to title set forth therein and except as noted in the title policies delivered to the Agent pursuant to Section 5.01. (c) The provisions of the Pledge Agreements are effective to create, in favor of the Collateral Agent for the benefit of the Banks and the other Senior Secured Lenders, a legal, valid and enforceable security interest in all of the collateral described therein; and the Pledged Collateral described therein (as defined in the Pledge Agreement) was delivered to the extent intended to be created thereby. (i) when UCC financing statements Agent or its nominee in accordance with the appropriate form are filed in respect terms thereof. The Lien of the applicable Loan Parties in the offices of secretaries of state of those states specified in paragraph 1(a) of the Perfection CertificatePledge Agreements constitutes a perfected, to the extent perfection can be obtained by filing UCC financing statements, the Agent (for the benefit of the Lenders) shall have a fully perfected Lien on, and first priority security interest in all right, title and interest of the relevant Loan Parties Company or such Subsidiary, as the case may be, in the Collateral described therein (including, in the case of Intellectual Property, all state trademark registrations, common law trademarks and any applications for the registration of any of the foregoing, but excluding the Collateral described in the following clauses (ii) through (iv)) and, subject to Section 9-315 of the UCC, the proceeds thereof, as security for the Obligationstherein, prior and superior in right to any all other person (except for Liens permitted under Section 6.02), (ii) in the case of the Pledged Collateral, when the original stock certificates representing the Pledged Collateral are delivered to the Agent and UCC financing statements in the appropriate form are filed in respect of the applicable Loan Parties in the offices of secretaries of state of those states specified in paragraph 1(a) of the Perfection Certificate, to the extent perfection can be obtained by the deposit of the original stock certificates and the filing of UCC financing statements, the Agent (for the benefit of the Lenders) shall have a fully perfected Lien on, and security interest in all right, title and interest of the relevant Loan Parties in such Pledged Collateral and, subject to Section 9-315 of the UCC, the proceeds thereof, as security for the Obligations, prior and superior in right to any other person (except for Liens permitted under Section 6.02), (iii) in the case of any deposit or securities accounts included in the Collateral (which, for the avoidance of doubt, excludes Excluded Accounts), to the extent perfection can be obtained by entering into a Control Agreement, when a Control Agreement is entered into with respect to such deposit or securities accounts, the Agent (for the benefit of the Lenders) shall have a fully perfected Lien on, and security interest in all right, title and interest of the applicable Loan Parties in such deposit or securities accounts, as applicable, as security for the Obligations, prior and superior in right to any other person (except for Liens permitted under Section 6.02) and (iv) in the case of United States patent, United States copyright, and United States federal trademark registrations, and applications for the issuance or registration of any of the foregoing upon the recordation of a short-form security agreement in form and substance reasonably satisfactory to the Agent with the United States Patent and Trademark Office, or the United States Copyright Office, as applicable, together with the filing of UCC financing statements (together with any schedules the Agent requests that the Borrower includes to itemize such Intellectual Property included as Collateral) in the appropriate form in respect of the applicable Loan Parties in the offices of secretaries of state of those states specified in paragraph 1(a) of the Perfection Certificate, the Agent (for the benefit of the Lenders) shall have a fully perfected Lien on, and security interest in all right, title and interest of the applicable Loan Parties organized in the United States in such Intellectual Property in which a security interest may be perfected by such filing in the United States, in each case, prior and superior in right to any other Person (except for Liens permitted under Section 6.02 that have priority as a matter of law) (it being understood that subsequent recordings in the United States Patent and Trademark Office or the United States Copyright Office, as applicable, may be necessary to perfect a Lien on patents, patent applications, and trademark and copyright registrations and applications for registration acquired, obtained or initiated by, or granted to, the Loan Parties after the date hereof)interests.

Collateral Documents. (a) The Pledge and Security Agreement and Any Collateral Assignments, upon execution and Document after delivery thereof pursuant to Article IV or Section 6.12 shall for any reason (other than pursuant to the terms thereof) cease to create a valid and perfected First Priority Lien (subject to Liens permitted by Section 7.01), on Collateral purported to be covered thereby, with an aggregate fair market value for such Collateral of $5,000,000, for any reason other than the parties theretofailure of Administrative Agent to maintain control over any Collateral in its possession; or(a) any material provision of any Loan Document ceases to be, willor is asserted in writing by Holdings, under the governing law thereofany Borrower or any Restricted Subsidiary not to be, create in favor of the Agent for the benefit of the Lendersany reason, a legal, valid and enforceable binding obligation of any party thereto, (b) any security interest purported to be created by any Collateral Document and to extend to assets that are not immaterial to Holdings, any Borrower and the Restricted Subsidiaries on a consolidated basis ceases to be, or is asserted in writing by the Parent Borrower or any other Loan Party not to be, a valid and perfected security interest in the Collateral described therein securities, assets or properties covered thereby, except to the extent intended that any such loss of validity, perfection or priority results from the limitations of foreign laws, rules and regulations as they apply to be created thereby. (i) when UCC financing statements pledges of Equity Interests in Foreign Subsidiaries or the appropriate form are filed in respect application thereof, or from the failure of the applicable Loan Parties in the offices Collateral Agent to maintain possession of secretaries of state of those states specified in paragraph 1(a) of the Perfection Certificate, certificates actually delivered to it representing securities pledged under a Collateral Document or to file Uniform Commercial Code continuation statements and except to the extent perfection can be obtained that such loss is covered by filing UCC financing statements, the Agent (for the benefit of the Lenders) shall have a fully perfected Lien on, lender’s title insurance policy and security interest in all right, title and interest of the relevant Loan Parties in the Collateral described therein (including, in the case of Intellectual Property, all state trademark registrations, common law trademarks and any applications for the registration of any of the foregoing, but excluding the Collateral described in the following clauses (ii) through (iv)) and, subject to Section 9-315 of the UCC, the proceeds thereof, as security for the Obligations, prior and superior in right to any other person (except for Liens permitted under Section 6.02), (ii) in the case of the Pledged Collateral, when the original stock certificates representing the Pledged Collateral are delivered to the Agent and UCC financing statements in the appropriate form are filed in respect of the applicable Loan Parties in the offices of secretaries of state of those states specified in paragraph 1(a) of the Perfection Certificate, to the extent perfection can be obtained by the deposit of the original stock certificates and the filing of UCC financing statements, the Agent (for the benefit of the Lenders) shall have a fully perfected Lien on, and security interest in all right, title and interest of the relevant Loan Parties in such Pledged Collateral and, subject to Section 9-315 of the UCC, the proceeds thereof, as security for the Obligations, prior and superior in right to any other person (except for Liens permitted under Section 6.02), (iii) in the case of any deposit or securities accounts included in the Collateral (which, for the avoidance of doubt, excludes Excluded Accounts), to the extent perfection can be obtained by entering into a Control Agreement, when a Control Agreement is entered into with respect to such deposit or securities accounts, the Agent (for the benefit of the Lenders) shall have a fully perfected Lien on, and security interest in all right, title and interest of the applicable Loan Parties in such deposit or securities accounts, as applicable, as security for the Obligations, prior and superior in right to any other person (except for Liens permitted under Section 6.02) and (iv) in the case of United States patent, United States copyright, and United States federal trademark registrations, and applications for the issuance or registration of any of the foregoing upon the recordation of a short-form security agreement in form and substance reasonably satisfactory to the Agent satisfied with the United States Patent and Trademark Office, credit of such insurer or the United States Copyright Office, as applicable, together with the filing of UCC financing statements (together with any schedules the Agent requests that the Borrower includes to itemize such Intellectual Property included as Collateralc) in the appropriate form in respect of the applicable Loan Parties in the offices of secretaries of state of those states specified in paragraph 1(a) of the Perfection Certificate, the Agent (for the benefit of the Lenders) shall have a fully perfected Lien on, and security interest in all right, title and interest of the applicable Loan Parties organized in the United States in such Intellectual Property in which a security interest may be perfected by such filing in the United States, in each case, prior and superior in right to any other Person (except for Liens permitted under Section 6.02 that have priority as a matter of law) (it being understood that subsequent recordings in the United States Patent and Trademark Office or the United States Copyright Office, as applicable, may be necessary to perfect a Lien on patents, patent applications, and trademark and copyright registrations and applications for registration acquired, obtained or initiated by, or granted to, the Loan Parties after the date hereof).the

Collateral Documents. (a) The Pledge and Security Agreement and Collateral AssignmentsDocuments, upon execution and delivery thereof executed by the parties theretoCompany and each Subsidiary party to each such Collateral Document, willin appropriate form for recording, under where necessary, together with: (i) copies of all UCC-l financing statements to be filed, registered or recorded in order to perfect the governing law thereof, create in favor security interests of the Collateral Agent for the benefit of the Banks and the other Senior Secured Lenders, a legalor other evidence satisfactory to the Agent that there shall be filed, valid registered or recorded all financing statements and enforceable security interest in other filings, registrations and recordings necessary and advisable to perfect the Liens of the Collateral described therein to the extent intended to be created thereby. (i) when UCC financing statements in the appropriate form are filed in respect of the applicable Loan Parties in the offices of secretaries of state of those states specified in paragraph 1(a) of the Perfection Certificate, to the extent perfection can be obtained by filing UCC financing statements, the Agent (for the benefit of the LendersBanks and the other Senior Secured Lenders in accordance with applicable law; (ii) written advice relating to such Lien and judgment searches as the Agent shall have a fully perfected Lien onrequested of the Company, and security interest in all right, title and interest of the relevant Loan Parties in such termination statements or other documents as may be necessary to confirm that the Collateral described therein is subject to no other Liens in favor of any Persons (includingother than Permitted Liens); (iii) [Intentionally Omitted]; (iv) with respect to the Mortgaged Property, an A.L.T.A. form B (or other form acceptable to the Agent and the Banks) mortgagee policy of title insurance or a binder issued by a title insurance company satisfactory to the Agent and the Banks insuring (or undertaking to insure, in the case of Intellectual Property, all state trademark registrations, common law trademarks a binder) that the Mortgage creates and any applications for constitutes a valid first Lien against the registration of any mortgaged Property in favor of the foregoing, but excluding the Collateral described in the following clauses (ii) through (iv)) andAgent, subject only to Section 9-315 of the UCC, the proceeds thereof, as security for the Obligations, prior and superior in right to any other person (except for Liens permitted under Section 6.02), (ii) in the case of the Pledged Collateral, when the original stock certificates representing the Pledged Collateral are delivered exceptions acceptable to the Agent and UCC financing statements in the appropriate form are filed in respect of Banks, with such endorsements and affirmative insurance as the applicable Loan Parties in the offices of secretaries of state of those states specified in paragraph 1(aAgent or any Bank may reasonably request; (v) of the Perfection Certificate, [Intentionally Omitted]; (vi) to the extent perfection can be obtained by paid at closing, proof of payment of all title insurance premiums, documentary stamp or intangible taxes, recording fees and mortgage taxes payable in connection with the deposit recording of any Mortgage or the issuance of the original stock certificates title insurance policies (whether due on the Closing Date or in the future) including sums due in connection with any future advances; (vii) such consents, tenant estoppels, subordination agreements and other documents and instruments executed by landlords, tenants and other Persons party to material contracts relating to any Collateral as to which the filing of UCC financing statements, the Collateral Agent (shall be granted a Lien for the benefit of the Banks and the other Senior Secured Lenders, as requested by the Agent; and (viii) shall have a fully perfected evidence that all other actions necessary or, in the reasonable opinion of the Agent or the Banks, desirable to perfect and protect the first priority Lien oncreated by the Collateral Documents, and security interest in all right, title and interest of the relevant Loan Parties in such Pledged Collateral and, subject to Section 9-315 of the UCC, the proceeds thereof, as security for the Obligations, prior and superior in right to any other person (except for Liens permitted under Section 6.02), (iii) in the case of any deposit or securities accounts included in enhance the Collateral (which, for the avoidance of doubt, excludes Excluded Accounts), Agent's ability to preserve and protect its interests in and access to the extent perfection can be obtained by entering into a Control AgreementCollateral, when a Control Agreement is entered into with respect to such deposit or securities accounts, the Agent (for the benefit of the Lenders) shall have a fully perfected Lien on, and security interest in all right, title and interest of the applicable Loan Parties in such deposit or securities accounts, as applicable, as security for the Obligations, prior and superior in right to any other person (except for Liens permitted under Section 6.02) and (iv) in the case of United States patent, United States copyright, and United States federal trademark registrations, and applications for the issuance or registration of any of the foregoing upon the recordation of a short-form security agreement in form and substance reasonably satisfactory to the Agent with the United States Patent and Trademark Office, or the United States Copyright Office, as applicable, together with the filing of UCC financing statements (together with any schedules the Agent requests that the Borrower includes to itemize such Intellectual Property included as Collateral) in the appropriate form in respect of the applicable Loan Parties in the offices of secretaries of state of those states specified in paragraph 1(a) of the Perfection Certificate, the Agent (for the benefit of the Lenders) shall have a fully perfected Lien on, and security interest in all right, title and interest of the applicable Loan Parties organized in the United States in such Intellectual Property in which a security interest may be perfected by such filing in the United States, in each case, prior and superior in right to any other Person (except for Liens permitted under Section 6.02 that have priority as a matter of law) (it being understood that subsequent recordings in the United States Patent and Trademark Office or the United States Copyright Office, as applicable, may be necessary to perfect a Lien on patents, patent applications, and trademark and copyright registrations and applications for registration acquired, obtained or initiated by, or granted to, the Loan Parties after the date hereof)been taken.

Collateral Documents. (ai) Updated Schedules to the Security Agreement as of the Sixth Restatement Effective Date; (ii) The Pledge and Security Agreement and Collateral AssignmentsReaffirmation Agreement, upon execution and delivery thereof duly executed by the parties theretoLoan Parties; (iii) Evidence that upon the filing of appropriate financing statements the Administrative Agent will have a valid, will, under the governing law thereof, create in favor of the Agent for the benefit of the Lenders, perfected first priority Lien on all Collateral as to which a legal, valid and enforceable security interest can be perfected by filing a financing statement, subject to Permitted Liens; (iv) Uniform Commercial Code search certificates from the jurisdictions in which Uniform Commercial Code financing statements are to be filed pursuant to subsection (d)(i) above reflecting no other financing statements or filings which evidence Liens of other Persons in the Collateral described therein which are prior to the extent intended Liens granted to the Administrative Agent in this Agreement, the Security Documents and the other Loan Documents, except for any such prior Liens which are expressly permitted by this Agreement to be created thereby.prior; (iv) when UCC financing statements in the appropriate form are filed in respect of the applicable Amendments to or amended and restated Control Agreements or new Control Agreements with each bank and securities intermediary at which a Loan Parties in the offices of secretaries of state of those states specified in paragraph 1(aParty maintains a deposit account (other than Excluded Accounts) of the Perfection Certificateor securities account, to the extent perfection can be obtained by filing UCC financing statements, the Agent (for the benefit of the Lenders) shall have a fully perfected Lien on, and security interest in all right, title and interest of the relevant Loan Parties in the Collateral described therein (including, in the case of Intellectual Property, all state trademark registrations, common law trademarks and any applications for the registration of any of the foregoing, but excluding the Collateral described in the following clauses (ii) through (iv)) and, such accounts are not subject to Section 9-315 of the UCC, the proceeds thereof, as security Control Agreements; (vi) [reserved]; (vii) Appropriate documents for the Obligations, prior and superior in right to any other person (except for Liens permitted under Section 6.02), (ii) in the case of the Pledged Collateral, when the original stock certificates representing the Pledged Collateral are delivered to the Agent and UCC financing statements in the appropriate form are filed in respect of the applicable Loan Parties in the offices of secretaries of state of those states specified in paragraph 1(a) of the Perfection Certificate, to the extent perfection can be obtained by the deposit of the original stock certificates and the filing of UCC financing statements, the Agent (for the benefit of the Lenders) shall have a fully perfected Lien on, and security interest in all right, title and interest of the relevant Loan Parties in such Pledged Collateral and, subject to Section 9-315 of the UCC, the proceeds thereof, as security for the Obligations, prior and superior in right to any other person (except for Liens permitted under Section 6.02), (iii) in the case of any deposit or securities accounts included in the Collateral (which, for the avoidance of doubt, excludes Excluded Accounts), to the extent perfection can be obtained by entering into a Control Agreement, when a Control Agreement is entered into with respect to such deposit or securities accounts, the Agent (for the benefit of the Lenders) shall have a fully perfected Lien on, and security interest in all right, title and interest of the applicable Loan Parties in such deposit or securities accounts, as applicable, as security for the Obligations, prior and superior in right to any other person (except for Liens permitted under Section 6.02) and (iv) in the case of United States patent, United States copyright, and United States federal trademark registrations, and applications for the issuance or registration of any of the foregoing upon the recordation of a short-form security agreement in form and substance reasonably satisfactory to the Agent with the United States Patent and Trademark Office, or the United States Copyright OfficeOffice and all other filings necessary to perfect the security interests granted to the Administrative Agent by the Security Documents, as applicable, together with the filing of UCC financing statements (together with any schedules the Agent requests that the Borrower includes to itemize such Intellectual Property included as Collateral) in the appropriate form in respect of all appropriately completed and duly executed by the applicable Loan Parties Party and, where appropriate, notarized; (viii) [reserved]; (ix) [reserved]; (x) [reserved]; (xi) [reserved]; (xii) Such other documents, instruments and agreements as the Administrative Agent may request to establish and perfect the Liens granted to the Administrative Agent or any Lender Party in this Agreement, the Security Documents and the other Loan Documents; and (xiii) Such other evidence as the Administrative Agent may request to establish that the Liens granted to the Administrative Agent or any Lender Party in this Agreement, the Security Documents and the other Loan Documents are, or upon the proper filings shall be, perfected and prior to the Liens of other Persons in the offices of secretaries of state of those states specified in paragraph 1(a) of the Perfection CertificateCollateral, the Agent (for the benefit of the Lenders) shall have a fully perfected Lien on, and security interest in all right, title and interest of the applicable Loan Parties organized in the United States in such Intellectual Property in which a security interest may be perfected by such filing in the United States, in each case, prior and superior in right to any other Person (except for any such Liens which are expressly permitted under Section 6.02 that have priority as a matter of law) (it being understood that subsequent recordings in the United States Patent and Trademark Office or the United States Copyright Office, as applicable, may by this Agreement to be necessary to perfect a Lien on patents, patent applications, and trademark and copyright registrations and applications for registration acquired, obtained or initiated by, or granted to, the Loan Parties after the date hereof)prior.

Collateral Documents. (a) The Pledge and Security Agreement and Collateral Assignments, upon execution and delivery thereof by the parties thereto, will, under the governing law thereof, is effective to create in favor of the Administrative Agent for the benefit of the LendersSecured Parties, a legal, valid and enforceable Liens on, and security interest interests in, the Security Agreement Collateral. Except for filings, notices, consents and registrations contemplated hereby and by the Collateral Documents, no filing or other action will be necessary to perfect such Liens to the extent that perfection is required under such Collateral Documents. The Liens of the Administrative Agent in the Collateral described therein to shall have the extent intended to be created therebypriority as required by the applicable Collateral Documents. (ib) when UCC financing statements Each Mortgage is effective to create, in the appropriate form are filed in respect favor of the applicable Loan Parties in the offices of secretaries of state of those states specified in paragraph 1(a) of the Perfection CertificateAdministrative Agent, to the extent perfection can be obtained by filing UCC financing statements, the Agent (for its benefit and the benefit of the Lenders) shall have a fully perfected Lien Secured Parties, legal, valid and enforceable first priority Liens on, and security interests in, all of the Loan Parties’ right, title and interest in and to the Mortgaged Properties thereunder and the proceeds thereof, subject only to Liens permitted under the Loan Documents, and when the Mortgages are filed in the offices specified on Schedule 7(a) to the Perfection Certificate dated the Acquisition Closing Date (or, in the case of any Mortgage executed and delivered after the date thereof in accordance with the provisions of Sections 6.12 and 6.16, when such Mortgage is filed in the offices specified in the local counsel opinion delivered with respect thereto in accordance with the provisions of Sections 6.12 and 6.16), the Mortgages shall constitute fully perfected Liens on, and security interests in, all right, title and interest of the relevant Loan Parties in the Collateral described therein (including, in the case of Intellectual Property, all state trademark registrations, common law trademarks Mortgaged Properties and any applications for the registration of any of the foregoing, but excluding the Collateral described in the following clauses (ii) through (iv)) and, subject to Section 9-315 of the UCC, the proceeds thereof, as security for the Obligations, in each case prior and superior in right to any other person (except for Person, other than Liens permitted under Section 6.02)by such Mortgage. (c) Each Collateral Document delivered pursuant to Sections 6.12 and 6.16 will, (ii) upon execution and delivery thereof, be effective to create in the case favor of the Pledged CollateralAdministrative Agent, when the original stock certificates representing the Pledged Collateral are delivered to the Agent and UCC financing statements in the appropriate form are filed in respect of the applicable Loan Parties in the offices of secretaries of state of those states specified in paragraph 1(a) of the Perfection Certificate, to the extent perfection can be obtained by the deposit of the original stock certificates and the filing of UCC financing statements, the Agent (for the benefit of the Lenders) shall have a fully perfected Lien Secured Parties, legal, valid and enforceable Liens on, and security interests in, all of the Loan Parties’ right, title and interest in and to the Collateral thereunder, and (i) when all appropriate filings or recordings are made in the appropriate offices as may be required under applicable law and (ii) upon the taking of possession or control by the Administrative Agent of such Collateral with respect to which a security interest may be perfected only by possession or control (which possession or control shall be given to the Administrative Agent to the extent required by any Collateral Document), such Collateral Document will constitute fully perfected Liens on, and security interests in, all right, title and interest of the relevant Loan Parties in such Pledged Collateral andCollateral, in each case subject to Section 9-315 of no Liens other than the UCC, the proceeds thereof, as security for the Obligations, prior and superior in right to any other person (except for Liens permitted under Section 6.02), (iii) in the case of any deposit or securities accounts included in the Collateral (which, for the avoidance of doubt, excludes Excluded Accounts), to the extent perfection can be obtained by entering into a Control Agreement, when a Control Agreement is entered into with respect to such deposit or securities accounts, the Agent (for the benefit of the Lenders) shall have a fully perfected Lien on, and security interest in all right, title and interest of the applicable Loan Parties in such deposit or securities accounts, as applicable, as security for the Obligations, prior and superior in right to any other person (except for Liens permitted under Section 6.02) and (iv) in the case of United States patent, United States copyright, and United States federal trademark registrations, and applications for the issuance or registration of any of the foregoing upon the recordation of a short-form security agreement in form and substance reasonably satisfactory to the Agent with the United States Patent and Trademark Office, or the United States Copyright Office, as applicable, together with the filing of UCC financing statements (together with any schedules the Agent requests that the Borrower includes to itemize such Intellectual Property included as Collateral) in the appropriate form in respect of the applicable Loan Parties in the offices of secretaries of state of those states specified in paragraph 1(a) of the Perfection Certificate, the Agent (for the benefit of the Lenders) shall have a fully perfected Lien on, and security interest in all right, title and interest of the applicable Loan Parties organized in the United States in such Intellectual Property in which a security interest may be perfected by such filing in the United States, in each case, prior and superior in right to any other Person (except for Liens permitted under Section 6.02 that have priority as a matter of law) (it being understood that subsequent recordings in the United States Patent and Trademark Office or the United States Copyright Office, as applicable, may be necessary to perfect a Lien on patents, patent applications, and trademark and copyright registrations and applications for registration acquired, obtained or initiated by, or granted to, the Loan Parties after the date hereof)Documents.

Collateral Documents. (a) The provisions of each of the Collateral Documents are effective to create in favor of the Agent for the benefit of the Lenders, a legal, valid and enforceable first priority security interest in all right, title and interest of a Credit Party and its Subsidiaries in the collateral described therein (except (i) up to $500,000 of AGI's inventory, which is on consignment with Avon at Avon's facility in Ohio, (ii) up to $500,000 of Klearfold's inventory, which is on consignment with Colgate at Colgate's facility in Puerto Rico and (iii) such other inventory held on consignment as the Agent shall approve in writing); and financing statements have been delivered to the Agent on the Closing Date to be filed in the offices in all of the jurisdictions listed in the schedule to the Security Agreement, and each Intellectual Property Assignment has been delivered to the Agent on the Closing Date to be filed in the U.S. Patent and Trademark Office and the U.S. Copyright Office. (b) Each Mortgage, if and when delivered, will be effective to grant to the Agent for the benefit of the Lenders a legal, valid and enforceable Lien on all the right, title and interest of the mortgagor under such Mortgage in the Mortgaged Property described therein. If and when each such Mortgage is duly recorded in the offices listed on the schedule to such Mortgage and the recording fees and taxes in respect thereof are paid and compliance is otherwise had with the formal requirements of state law applicable to the recording of real estate mortgages generally, each such Mortgaged Property, subject to the encumbrances and exceptions to title set forth therein and except as noted in the title policies delivered to the Agent and Permitted Liens, will be subject to a legal, valid, enforceable and perfected first priority mortgagor or deed of trust, as the case may be; and when financing statements have been filed in the offices listed in the schedule to such Mortgage, such Mortgage will also create a legal, valid, enforceable and perfected first lien on, and security interest in, all right, title and interest of such Credit Party or such Subsidiary under such Mortgage in all personal property and fixtures which is covered by such Mortgage, subject to no other Liens, except the encumbrances and exceptions to title set forth therein and except as noted in the title policies delivered to the Agent and Permitted Liens. (c) The provisions of each Pledge and Security Agreement and Collateral Assignmentsare effective to create, upon execution and delivery thereof by the parties thereto, will, under the governing law thereof, create in favor of the Agent for the benefit of the Lenders, a legal, valid and enforceable security interest in all of the collateral described therein; and the Pledged Collateral described therein was delivered to the extent intended to be created thereby. (i) when UCC financing statements Agent or its nominee in accordance with the appropriate form are filed in respect terms thereof. The Lien of the applicable Loan Parties in the offices of secretaries of state of those states specified in paragraph 1(a) of the Perfection Certificateeach Pledge Agreement constitutes a perfected, to the extent perfection can be obtained by filing UCC financing statements, the Agent (for the benefit of the Lenders) shall have a fully perfected Lien on, and first priority security interest in all right, title and interest of a Credit Party or its Subsidiary, as the relevant Loan Parties case may be, in the Collateral described therein (including, in the case of Intellectual Property, all state trademark registrations, common law trademarks and any applications for the registration of any of the foregoing, but excluding the Collateral described in the following clauses (ii) through (iv)) and, subject to Section 9-315 of the UCC, the proceeds thereof, as security for the Obligationstherein, prior and superior in right to all other Liens and interests. (d) All representations and warranties of a Credit Party and any other person (except for Liens permitted under Section 6.02), (ii) in the case of the Pledged Collateral, when the original stock certificates representing the Pledged Collateral are delivered to the Agent and UCC financing statements in the appropriate form are filed in respect of the applicable Loan Parties in the offices of secretaries of state of those states specified in paragraph 1(a) of the Perfection Certificate, to the extent perfection can be obtained by the deposit of the original stock certificates and the filing of UCC financing statements, the Agent (for the benefit of the Lenders) shall have a fully perfected Lien on, and security interest in all right, title and interest of the relevant Loan Parties in such Pledged Collateral and, subject to Section 9-315 of the UCC, the proceeds thereof, as security for the Obligations, prior and superior in right to any other person (except for Liens permitted under Section 6.02), (iii) in the case of any deposit or securities accounts included its Subsidiaries party thereto contained in the Collateral (which, for the avoidance of doubt, excludes Excluded Accounts), to the extent perfection can be obtained by entering into a Control Agreement, when a Control Agreement is entered into with respect to such deposit or securities accounts, the Agent (for the benefit of the Lenders) shall have a fully perfected Lien on, Documents are true and security interest in all right, title and interest of the applicable Loan Parties in such deposit or securities accounts, as applicable, as security for the Obligations, prior and superior in right to any other person (except for Liens permitted under Section 6.02) and (iv) in the case of United States patent, United States copyright, and United States federal trademark registrations, and applications for the issuance or registration of any of the foregoing upon the recordation of a short-form security agreement in form and substance reasonably satisfactory to the Agent with the United States Patent and Trademark Office, or the United States Copyright Office, as applicable, together with the filing of UCC financing statements (together with any schedules the Agent requests that the Borrower includes to itemize such Intellectual Property included as Collateral) in the appropriate form in respect of the applicable Loan Parties in the offices of secretaries of state of those states specified in paragraph 1(a) of the Perfection Certificate, the Agent (for the benefit of the Lenders) shall have a fully perfected Lien on, and security interest in all right, title and interest of the applicable Loan Parties organized in the United States in such Intellectual Property in which a security interest may be perfected by such filing in the United States, in each case, prior and superior in right to any other Person (except for Liens permitted under Section 6.02 that have priority as a matter of law) (it being understood that subsequent recordings in the United States Patent and Trademark Office or the United States Copyright Office, as applicable, may be necessary to perfect a Lien on patents, patent applications, and trademark and copyright registrations and applications for registration acquired, obtained or initiated by, or granted to, the Loan Parties after the date hereof)correct.

Collateral Documents. (a) The Pledge Each Lender authorizes the Agent to -------------------- enter into each of the Collateral Documents to which it is a party and Security Agreement to take all action contemplated by such documents. Each Lender agrees that no Holder of Secured Obligations other than the Agent shall have the right individually to seek to realize upon the security granted by any Collateral Document, it being understood and Collateral Assignments, upon execution agreed that such rights and delivery thereof remedies may be exercised solely by the parties thereto, will, under the governing law thereof, create in favor of the Agent for the benefit of the Lenders, a legal, valid and enforceable security interest in Holders of Secured Obligations upon the terms of the Collateral described therein to the extent intended to be created therebyDocuments. (ib) when UCC financing statements in In the appropriate form are filed in respect of the applicable Loan Parties in the offices of secretaries of state of those states specified in paragraph 1(a) of the Perfection Certificate, to the extent perfection can be obtained event that any Collateral is hereafter pledged by filing UCC financing statements, the Agent (for the benefit of the Lenders) shall have a fully perfected Lien on, and security interest in all right, title and interest of the relevant Loan Parties in the Collateral described therein (including, in the case of Intellectual Property, all state trademark registrations, common law trademarks and any applications for the registration of any of the foregoing, but excluding the Collateral described in the following clauses (ii) through (iv)) and, subject to Section 9-315 of the UCC, the proceeds thereof, Person as collateral security for the Obligations, prior the Agent is hereby authorized to execute and superior deliver on behalf of the Holders of Secured Obligations any Loan Documents necessary or appropriate to grant and perfect a Lien on such Collateral in right favor of the Agent on behalf of the Holders of Secured Obligations. (c) The Lenders hereby authorize the Agent, at its option and in its discretion, to release any Lien granted to or held by the Agent upon any Collateral (i) upon termination of the Commitments and payment and satisfaction of all of the Obligations (other person (except for Liens permitted than contingent indemnity obligations) at any time arising under Section 6.02), or in respect of this Agreement or the Loan Documents or the transactions contemplated hereby or thereby; (ii) as permitted by, but only in accordance with, the case of the Pledged Collateral, when the original stock certificates representing the Pledged Collateral are delivered to the Agent and UCC financing statements in the appropriate form are filed in respect terms of the applicable Loan Parties in the offices of secretaries of state of those states specified in paragraph 1(a) of the Perfection Certificate, to the extent perfection can be obtained by the deposit of the original stock certificates and the filing of UCC financing statements, the Agent (for the benefit of the Lenders) shall have a fully perfected Lien on, and security interest in all right, title and interest of the relevant Loan Parties in such Pledged Collateral and, subject to Section 9-315 of the UCC, the proceeds thereof, as security for the Obligations, prior and superior in right to any other person (except for Liens permitted under Section 6.02), Document; or (iii) if approved, authorized or ratified in writing by the case Required Lenders, unless such release is required to be approved by all of the Lenders hereunder. Upon request by the Agent at any deposit or securities accounts included in the Collateral (which, for the avoidance of doubt, excludes Excluded Accounts), to the extent perfection can be obtained by entering into a Control Agreement, when a Control Agreement is entered into with respect to such deposit or securities accountstime, the Agent (for Lenders will confirm in writing the benefit Agent's authority to release particular types or items of the Lenders) shall have a fully perfected Lien on, and security interest in all right, title and interest of the applicable Loan Parties in such deposit or securities accounts, as applicable, as security for the Obligations, prior and superior in right Collateral pursuant to any other person (except for Liens permitted under this Section 6.02) and (iv) in the case of United States patent, United States copyright, and United States federal trademark registrations, and applications for the issuance or registration of any of the foregoing upon the recordation of a short-form security agreement in form and substance reasonably satisfactory to the Agent with the United States Patent and Trademark Office, or the United States Copyright Office, as applicable, together with the filing of UCC financing statements (together with any schedules the Agent requests that the Borrower includes to itemize such Intellectual Property included as Collateral) in the appropriate form in respect of the applicable Loan Parties in the offices of secretaries of state of those states specified in paragraph 1(a) of the Perfection Certificate, the Agent (for the benefit of the Lenders) shall have a fully perfected Lien on, and security interest in all right, title and interest of the applicable Loan Parties organized in the United States in such Intellectual Property in which a security interest may be perfected by such filing in the United States, in each case, prior and superior in right to any other Person (except for Liens permitted under Section 6.02 that have priority as a matter of law) (it being understood that subsequent recordings in the United States Patent and Trademark Office or the United States Copyright Office, as applicable, may be necessary to perfect a Lien on patents, patent applications, and trademark and copyright registrations and applications for registration acquired, obtained or initiated by, or granted to, the Loan Parties after the date hereof11.12(c).. ----------------

Collateral Documents. The Collateral Documents (a) The Pledge and Security Agreement and Collateral Assignmentsor amendments thereto), upon execution and delivery thereof executed by the parties theretoCompany and the Subsidiaries, willas applicable, under in appropriate form for recording, where necessary, together with: (i) copies of all UCC-l financing statements to be filed, registered or recorded to perfect (or maintain perfection of) the governing law thereof, create in favor security interests of the Agent for the benefit of the Lenders, a legaland other filings, valid registrations and enforceable security interest recordings necessary and advisable to perfect or maintain the Liens of the Agent for the benefit of the Lenders in accordance with applicable law; (ii) written advice relating to such Lien and judgment searches as the Agent shall have requested, and such termination statements or other documents as may be necessary to confirm that the Collateral described therein is subject to no other Liens in favor of any Persons (other than Permitted Liens); (iii) all certificates and instruments representing the Pledged Collateral and stock and note transfer powers executed in blank with signatures guaranteed as the Agent may specify; (iv) to the extent intended requested by the Agent, funds sufficient to be created thereby.pay any filing or recording tax or fee in connection with any and all UCC-1 financing statements and the Mortgages; (iv) when UCC financing statements with respect to the Mortgaged Property, (A) an ALTA Form B (or other form acceptable to the Agent and the Lenders) mortgagee policy of title insurance or a binder issued by a title insurance company satisfactory to the Agent insuring (or undertaking to insure, in the appropriate form are filed case of a binder) that the Mortgages create and constitute a valid first Lien against the Mortgaged Property in respect favor of the applicable Loan Parties Agent, subject only to exceptions acceptable to the Agent, with such endorsements and affirmative insurance as the Agent may reasonably request or (B) evidence satisfactory to the Agent that such policies issued pursuant to the Original Credit Agreement and the Prior Credit Agreement with respect to such properties as the Agent may require remain in full force and effect as to the offices Obligations under this Agreement; (vi) evidence that the Agent has been named as loss payee under all policies of secretaries casualty insurance, and as additional insured under all policies of state of those states specified in paragraph 1(aliability insurance, required by the Mortgage; (vii) of the Perfection Certificateflood insurance and earthquake insurance, to the extent perfection can be obtained applicable, on terms satisfactory to the Agent; (viii) proof of payment (or arrangements therefor satisfactory to the Agent) of any title insurance premiums, documentary stamp or intangible taxes, recording fees and mortgage taxes payable in connection with the recording of any Mortgage or the issuance of the title insurance policies (whether due on the Second Restatement Date or in the future) including sums due in connection with any future advances; (ix) such consents, estoppels, subordination agreements, waivers and other documents and instruments executed by filing UCC financing statementslandlords, tenants, bailees, warehousemen and other Persons party to material contracts relating to any Collateral as to which the Agent (shall be granted a Lien for the benefit of the Lenders, as requested by the Agent; and (x) shall have a fully perfected Lien on, and security interest in evidence that all right, title and interest of the relevant Loan Parties in the Collateral described therein (includingother actions necessary or, in the case of Intellectual Property, all state trademark registrations, common law trademarks and any applications for the registration of any opinion of the foregoingAgent, but excluding desirable to perfect and protect the first priority Lien created by the Collateral described Documents, and to enhance the Agent's ability to preserve and protect its interests in and access to the following clauses (ii) through (iv)) and, subject to Section 9-315 of the UCC, the proceeds thereof, as security for the Obligations, prior and superior in right to any other person (except for Liens permitted under Section 6.02), (ii) in the case of the Pledged Collateral, when the original stock certificates representing the Pledged Collateral are delivered to the Agent and UCC financing statements in the appropriate form are filed in respect of the applicable Loan Parties in the offices of secretaries of state of those states specified in paragraph 1(a) of the Perfection Certificate, to the extent perfection can be obtained by the deposit of the original stock certificates and the filing of UCC financing statements, the Agent have been taken (for the benefit of the Lenders) shall have a fully perfected Lien on, and security interest in all right, title and interest of the relevant Loan Parties in such Pledged Collateral and, subject to Section 9-315 of the UCC, the proceeds thereof, as security for the Obligations, prior and superior in right to any other person (except for Liens permitted under Section 6.02), (iii) in the case of any deposit or securities accounts included in the Collateral (which, for the avoidance of doubt, excludes Excluded Accounts), to the extent perfection can be obtained by entering into a Control Agreement, when a Control Agreement is entered into with respect to such deposit or securities accounts, the Agent (for the benefit of the Lenders) shall have a fully perfected Lien on, and security interest in all right, title and interest of the applicable Loan Parties in such deposit or securities accounts, as applicable, as security for the Obligations, prior and superior in right to any other person (except for Liens permitted under Section 6.02) and (iv) in the case of United States patent, United States copyright, and United States federal trademark registrations, and applications for the issuance or registration of any of the foregoing upon the recordation of a short-form security agreement in form and substance reasonably arrangements therefor satisfactory to the Agent with the United States Patent and Trademark Office, or the United States Copyright Office, as applicable, together with the filing of UCC financing statements (together with any schedules the Agent requests that the Borrower includes to itemize such Intellectual Property included as Collateral) in the appropriate form in respect of the applicable Loan Parties in the offices of secretaries of state of those states specified in paragraph 1(a) of the Perfection Certificate, the Agent (for the benefit of the Lenders) shall have a fully perfected Lien on, and security interest in all right, title and interest of the applicable Loan Parties organized in the United States in such Intellectual Property in which a security interest may be perfected by such filing in the United States, in each case, prior and superior in right to any other Person (except for Liens permitted under Section 6.02 that have priority as a matter of law) (it being understood that subsequent recordings in the United States Patent and Trademark Office or the United States Copyright Office, as applicable, may be necessary to perfect a Lien on patents, patent applications, and trademark and copyright registrations and applications for registration acquired, obtained or initiated by, or granted to, the Loan Parties after the date hereofbeen made).;

Collateral Documents. (a) The Pledge provisions of each of the Collateral Documents (other than the Mortgages, subject to (b) below, and Security Agreement and Collateral Assignments, upon execution and delivery thereof by the parties thereto, will, under the governing law thereof, collateral assignments of tenant’s rights in leases) are effective to create in favor of the Agent Collateral Agent, for the benefit of the LendersSecured Creditors, a legal, valid and enforceable security interest in the Collateral described therein to the extent intended to be created thereby. (i) when UCC financing statements in the appropriate form are filed in respect of the applicable Loan Parties in the offices of secretaries of state of those states specified in paragraph 1(a) of the Perfection Certificate, to the extent perfection can be obtained by filing UCC financing statements, the Agent (for the benefit of the Lenders) shall have a fully perfected Lien on, and security interest in all right, title and interest of the relevant Loan Parties Borrower and its Subsidiaries in the Collateral described therein therein; and financing statements have been filed (includingor, in the case of Intellectual PropertyUCC-1 financing statements delivered on the Closing Date, all state trademark registrations, common law trademarks executed and any applications for the registration of any of the foregoing, but excluding the Collateral described delivered in the following clauses (ii) through (iv)) and, subject to Section 9-315 of the UCC, the proceeds thereof, as security proper form for the Obligations, prior and superior in right to any other person (except for Liens permitted under Section 6.02), (iifiling) in the case offices in all of the Pledged Collateral, when jurisdictions listed in the original stock certificates representing the Pledged Collateral are delivered schedules to the Agent Guarantee and UCC financing statements in the appropriate form are filed in respect of the applicable Loan Parties in the offices of secretaries of state of those states specified in paragraph 1(aCollateral Agreement. (b) of the Perfection Certificate, Each Mortgage when delivered will be effective to grant to the extent perfection can be obtained by the deposit of the original stock certificates and the filing of UCC financing statements, the Collateral Agent (for the benefit of the Lenders) Secured Creditors, a legal, valid and enforceable mortgage lien on all the right, title and interest of the mortgagor under such Mortgage in the real property and fixtures described therein. When each such Mortgage is duly recorded in the appropriate land records offices and the mortgage recording fees and taxes in respect thereof are paid and compliance is otherwise had with the formal requirements of state law applicable to the recording of real estate mortgages generally, each such Mortgage shall have constitute a fully perfected Lien first priority mortgage lien on such mortgaged property (or, as required by Section 7.03(b), a perfected second priority mortgage lien on such mortgaged property), subject to the encumbrances and exceptions to title set forth therein and except as noted in the title policies and title endorsements thereto delivered to the Collateral Agent, and such Mortgage also creates a legal, valid, enforceable and perfected first lien on, and security interest in in, all right, title and interest of the relevant Loan Parties Borrower or such Subsidiary under such Mortgage in all fixtures which are covered by such Pledged Collateral andMortgage, subject to Section 9-315 no other Liens, except the encumbrances and exceptions to title set forth therein and except as noted in the title policies and title endorsements thereto delivered to the Collateral Agent and Permitted Liens. (c) The provisions of the UCCGuarantee and Collateral Agreement, after giving effect to the proceeds thereof, as security for the Obligations, prior and superior in right to any other person (except for Liens permitted under Section 6.02), (iii) filing of UCC-1 financing statements in the case offices set forth on the schedules to the Guarantee and Collateral Agreement and completion of any deposit or securities accounts included the filings and other actions described in Schedule 3 to the Guarantee and Collateral Agreement, shall be effective to create, in favor of the Collateral (whichAgent, for the avoidance of doubt, excludes Excluded Accounts), to the extent perfection can be obtained by entering into a Control Agreement, when a Control Agreement is entered into with respect to such deposit or securities accounts, the Agent (for the ratable benefit of the Lenders) shall have Secured Creditors, a fully perfected first Lien on, and security interest in in, all right, title and interest of Borrower and the applicable Loan Parties Guarantors in such deposit or securities accountsthe “Collateral”, as applicable, as security for defined in the Obligations, prior Guarantee and superior in right to any other person Collateral Agreement (except for Liens permitted under Section 6.02) and (iv) in the case of United States patent, United States copyright, and United States federal trademark registrations, and applications for the issuance or registration of any of the foregoing upon the recordation of a short-form security agreement in form and substance reasonably satisfactory to the Agent with the United States Patent and Trademark Office, or the United States Copyright Office, as applicable, together with the filing of UCC financing statements (together with any schedules the Agent requests that the Borrower includes to itemize such Intellectual Property included as Collateral) in the appropriate form in respect of the applicable Loan Parties in the offices of secretaries of state of those states specified in paragraph 1(a) of the Perfection Certificate, the Agent (for the benefit of the Lenders) shall have a fully perfected Lien on, and security interest in all right, title and interest of the applicable Loan Parties organized in the United States in such Intellectual Property in which a security interest may be perfected by such filing in the United States, in each case, prior and superior in right to any other Person (except for Liens permitted under Section 6.02 that have priority as a matter of law) (it being understood that subsequent recordings in the United States Patent and Trademark Office or the United States Copyright Office, as applicable, may be necessary to perfect a Lien on patents, patent applications, and trademark and copyright registrations and applications for registration acquired, obtained or initiated by, or granted to, the Loan Parties after the date hereofPermitted Liens).. 60

Collateral Documents. The Administrative Agent shall have received: (a) The Pledge the UK Share Charge, dated as of the Amendment Effective Date, duly executed and Security Agreement delivered by an Authorized Officer of the Borrower, together with the certificates evidencing all of the issued and outstanding Capital Securities charged pursuant to the UK Share Charge, which certificates shall be accompanied by an undated stock transfer form duly executed in blank, or, if any such shares of Voting Securities are uncertificated securities, the Collateral AssignmentsTrustee shall have obtained "control" (as defined in the UCC) over such shares of Capital Securities and such other instruments and documents as shall be necessary in the reasonable opinion of the Administrative Agent under applicable law to perfect (subject to certain Permitted Liens) the first priority security interest of the Collateral Trustee in such shares of Capital Securities; (b) the UK Intercompany Note, upon execution an undated note transfer form duly executed in blank, and delivery thereof the UK Intercompany Note Share Charge, in each case, duly executed and delivered by an Authorized Officer of the UK Subsidiary (provided that the Borrower shall (a) within five Business Days following the Amendment Effective Date submit, or 77 cause to be submitted, a duly executed stock transfer form in respect of the transfer of the Capital Securities of the Target to the UK Subsidiary, together with the appropriate fee, to HM Revenue & Customs and (b) within five Business Days following receipt of such form from HM Revenue & Customs, duly stamped, deliver to the Collateral Trustee a share certificate or certificates in respect of the Capital Securities of Target in the name of the UK Subsidiary, accompanied by undated stock transfer forms duly executed in blank); (c) certified copies of UCC Requests for Information or Copies (Form UCC-11), or a similar search report certified by a party reasonably acceptable to the Administrative Agent, dated a date reasonably near to the Amendment Effective Date, listing effective financing statements which name each Obligor (under its present name and certain of its previous names) as the debtor and which are filed in certain of the jurisdictions in which filings were made pursuant to clause (a)(ii) of Section 5.1.1 or are to be made pursuant to Section 7.8, together with copies of such financing statements; (d) counterparts of a Mortgage Amendment, dated as of the Amendment Effective Date, encumbering each Mortgaged Property and Leasehold Property and duly executed by the parties thereto, will, under the governing law thereof, create in favor of the Agent for the benefit of the Lenders, respective Obligor holding a legal, valid and enforceable security fee or leasehold interest in such Mortgaged Property or Leasehold Property, as applicable, in form for recording in the Collateral described therein to the extent intended to be created thereby.recording office of each political subdivision where such Mortgaged Property or Leasehold Property, as applicable, is located, together with (i) when UCC financing statements in the appropriate form are filed in respect evidence of the applicable Loan Parties in completion (or satisfactory arrangements for the offices of secretaries of state of those states specified in paragraph 1(acompletion) of the Perfection Certificate, to the extent perfection can all recordings and filings of such Mortgage Amendment as may be obtained by filing UCC financing statements, the Agent (for the benefit of the Lenders) shall have a fully perfected Lien on, and security interest in all right, title and interest of the relevant Loan Parties in the Collateral described therein (includingnecessary or, in the case reasonable opinion of Intellectual the Administrative Agent, desirable effectively to secure the Obligations, against the Mortgaged Property or Leasehold Property, all state trademark registrationsas a valid, common law trademarks and any applications for the registration of any of the foregoingperfected first priority lien, but excluding the Collateral described in the following clauses subject to Permitted Liens; (ii) through (iv)) and, subject to Section 9-315 evidence of the UCC, the proceeds thereof, as security payment of (or satisfactory arrangements for the Obligationspayment of) all Title Policy Date Down premiums, prior search and superior in right to any other person (except for Liens permitted under Section 6.02)examination charges and related charges, (ii) mortgage recording taxes, fees, costs and expenses of filing of each Mortgage Amendment as may be necessary, in the case reasonable opinion of the Pledged Collateral, when the original stock certificates representing the Pledged Collateral are delivered to the Agent and UCC financing statements in the appropriate form are filed in respect of the applicable Loan Parties in the offices of secretaries of state of those states specified in paragraph 1(a) of the Perfection CertificateAdministrative Agent, to secure the extent perfection can be obtained by Obligations against the deposit of the original stock certificates and the filing of UCC financing statements, the Agent (for the benefit of the Lenders) shall have a fully perfected Lien on, and security interest in all right, title and interest of the relevant Loan Parties in such Pledged Collateral and, subject to Section 9-315 of the UCC, the proceeds thereof, as security for the Obligations, prior and superior in right to any other person (except for Liens permitted under Section 6.02), (iii) in the case of any deposit Mortgaged Property or securities accounts included in the Collateral (which, for the avoidance of doubt, excludes Excluded Accounts), to the extent perfection can be obtained by entering into a Control Agreement, when a Control Agreement is entered into with respect to such deposit or securities accounts, the Agent (for the benefit of the Lenders) shall have a fully perfected Lien on, and security interest in all right, title and interest of the applicable Loan Parties in such deposit or securities accountsLeasehold Property, as applicable, as security for a valid, perfected first priority lien, subject to Permitted Liens; (iii) with respect to each Mortgage Amendment, a "date down endorsement" to each Title Policy which effectively brings the Obligationsdate of coverage on each Title Policy forward to the Amendment Effective Date, prior and superior in right to any other person (except for Liens permitted under Section 6.02) and (iv) in the each case of United States patent, United States copyright, and United States federal trademark registrations, and applications for the issuance or registration of any of the foregoing upon the recordation of a short-form security agreement in form and substance reasonably satisfactory to the Agent Administrative Agent, with respect to the United States Patent property purported to be covered by such Mortgage Amendment, and Trademark Office, or the United States Copyright Office, as applicable, together with the filing of UCC financing statements (together with any schedules the Agent requests that the Borrower includes such policy to itemize such Intellectual Property included as Collateral) in the appropriate form in respect be accompanied by evidence of the applicable Loan Parties payment in full of all premiums thereon (each such date down, a "Title Policy Date Down"); and (iv) such other affidavits, certificates, approvals, agreements, waivers or documents as the offices of secretaries of state of those states specified in paragraph 1(aAdministrative Agent may reasonably request; and (e) of evidence reasonably satisfactory to it that (i) the Perfection CertificateLien granted to the Collateral Trustee, the Agent (for the benefit of the LendersSecured Parties (as defined in the Collateral Trust Agreement), in the Collateral (subject to certain Permitted Liens) shall have continues to be a fully perfected Lien onfirst priority (or local equivalent thereof) security interest, and security interest in all right, title and interest (ii) no Lien exists on any of the applicable Loan Parties organized Collateral (as defined in the United States Pledge and Security Agreement) other than Permitted Liens and the Lien created in such Intellectual Property in which a security interest may be perfected by such filing favor of the Collateral Trustee, for the benefit of the Secured Parties (as defined in the United StatesCollateral Trust Agreement), in each case, prior and superior in right pursuant to any other Person (except for Liens permitted under Section 6.02 that have priority as a matter of law) (it being understood that subsequent recordings in the United States Patent and Trademark Office or the United States Copyright Office, as applicable, may be necessary to perfect a Lien on patents, patent applications, and trademark and copyright registrations and applications for registration acquired, obtained or initiated by, or granted to, the Loan Parties after the date hereof)Document.

Collateral Documents. (a) The Pledge Each Lender authorizes the Administrative Agent to enter into each of the Collateral Documents to which it is a party and Security Agreement to take all action contemplated by such documents. Each Lender agrees that no Holder of Secured Obligations (other than the Administrative Agent) shall have the right individually to seek to realize upon the security granted by any Collateral Document, it being understood and Collateral Assignments, upon execution agreed that such rights and delivery thereof remedies may be exercised solely by the parties thereto, will, under the governing law thereof, create in favor of the Administrative Agent for the benefit of the Lenders, a legal, valid and enforceable security interest in Holders of Secured Obligations upon the terms of the Collateral described therein to the extent intended to be created therebyDocuments. (b) In the event that any Collateral is hereafter pledged by any Person as collateral security for the Secured Obligations, the Administrative Agent is hereby authorized to execute and deliver on behalf of the Holders of Secured Obligations any Loan Documents necessary or appropriate to grant and perfect a Lien on such Collateral in favor of the Administrative Agent on behalf of the Holders of Secured Obligations. (c) The Lenders hereby authorize the Administrative Agent, at its option and in its discretion, to release any Lien granted to or held by the Administrative Agent upon any Collateral (i) when UCC financing statements in upon termination of the appropriate form are filed Revolving Loan Commitments and payment and satisfaction of all of the Obligations (other than contingent indemnity obligations, Banking Services Obligations and Rate Management Obligations) at any time arising under or in respect of this Agreement or the Loan Documents or the transactions contemplated hereby or thereby; (ii) as permitted by, but only in accordance with, the terms of the applicable Loan Parties Document; or (iii) if approved, authorized or ratified in writing by the offices of secretaries of state of those states specified in paragraph 1(a) Required Lenders, unless such release is required to be approved by all of the Perfection CertificateLenders hereunder. Upon request by the Administrative Agent at any time, the Lenders will confirm in writing the Administrative Agent’s authority to release particular types or items of Collateral pursuant to this Section 10.16. (d) Upon any sale or transfer of assets constituting Collateral which is permitted pursuant to the extent perfection can be obtained terms of any Loan Document, or consented to in writing by filing UCC financing statementsthe Required Lenders or all of the Lenders, as applicable, and upon at least five Business Days’ prior written request by the Borrower to the Administrative Agent, the Administrative Agent shall (and is hereby irrevocably authorized by the Lenders to) execute such documents as may be necessary to evidence the release of the Liens granted to the Administrative Agent for the benefit of the Lenders) shall have a fully perfected Lien on, and security interest in all right, title and interest Holders of the relevant Loan Parties in Secured Obligations herein or pursuant hereto upon the Collateral described therein that was sold or transferred; provided, however, that (includingi) the Administrative Agent shall not be required to execute any such document on terms which, in the case Administrative Agent’s opinion, would expose the Administrative Agent to liability or create any obligation or entail any consequence other than the release of Intellectual Propertysuch Liens without recourse or warranty, all state trademark registrations, common law trademarks and any applications for the registration of any of the foregoing, but excluding the Collateral described in the following clauses (ii) through such release shall not in any manner discharge, affect or impair the Secured Obligations or any Liens upon (iv)) and, subject to Section 9-315 or obligations of the UCCBorrower or any Subsidiary in respect of) all interests retained by the Borrower or any Subsidiary, including (without limitation) the proceeds thereof, as security for the Obligations, prior and superior in right to any other person (except for Liens permitted under Section 6.02), (ii) in the case of the Pledged Collateralsale, when the original stock certificates representing the Pledged Collateral are delivered all of which shall continue to the Agent and UCC financing statements in the appropriate form are filed in respect constitute part of the applicable Loan Parties in the offices of secretaries of state of those states specified in paragraph 1(a) of the Perfection Certificate, to the extent perfection can be obtained by the deposit of the original stock certificates and the filing of UCC financing statements, the Agent (for the benefit of the Lenders) shall have a fully perfected Lien on, and security interest in all right, title and interest of the relevant Loan Parties in such Pledged Collateral and, subject to Section 9-315 of the UCC, the proceeds thereof, as security for the Obligations, prior and superior in right to any other person (except for Liens permitted under Section 6.02), (iii) in the case of any deposit or securities accounts included in the Collateral (which, for the avoidance of doubt, excludes Excluded Accounts), to the extent perfection can be obtained by entering into a Control Agreement, when a Control Agreement is entered into with respect to such deposit or securities accounts, the Agent (for the benefit of the Lenders) shall have a fully perfected Lien on, and security interest in all right, title and interest of the applicable Loan Parties in such deposit or securities accounts, as applicable, as security for the Obligations, prior and superior in right to any other person (except for Liens permitted under Section 6.02) and (iv) in the case of United States patent, United States copyright, and United States federal trademark registrations, and applications for the issuance or registration of any of the foregoing upon the recordation of a short-form security agreement in form and substance reasonably satisfactory to the Agent with the United States Patent and Trademark Office, or the United States Copyright Office, as applicable, together with the filing of UCC financing statements (together with any schedules the Agent requests that the Borrower includes to itemize such Intellectual Property included as Collateral) in the appropriate form in respect of the applicable Loan Parties in the offices of secretaries of state of those states specified in paragraph 1(a) of the Perfection Certificate, the Agent (for the benefit of the Lenders) shall have a fully perfected Lien on, and security interest in all right, title and interest of the applicable Loan Parties organized in the United States in such Intellectual Property in which a security interest may be perfected by such filing in the United States, in each case, prior and superior in right to any other Person (except for Liens permitted under Section 6.02 that have priority as a matter of law) (it being understood that subsequent recordings in the United States Patent and Trademark Office or the United States Copyright Office, as applicable, may be necessary to perfect a Lien on patents, patent applications, and trademark and copyright registrations and applications for registration acquired, obtained or initiated by, or granted to, the Loan Parties after the date hereof).

Collateral Documents. (a) The Pledge and Security Agreement and As of the Closing Date, the Collateral AssignmentsDocuments, upon execution and delivery thereof executed by the parties theretoapplicable Credit Party, willin appropriate form for recording, under where necessary, together with: (i) acknowledgment copies of all UCC-l financing statements filed, registered or recorded to perfect the governing law thereof, create in favor security interests of the Collateral Agent for the benefit of the Lenders, a legalor other evidence satisfactory to the Agent that there has been or will be filed, valid registered or recorded all financing statements and enforceable other filings, registrations and recordings necessary and advisable to perfect the Liens of the Collateral Agent for the benefit of the Lenders in accordance with applicable law; (ii) written advice relating to such Lien and judgment searches as the Collateral Agent shall have requested of the Borrower, and such termination statements or other documents as may be necessary to confirm that the Collateral is subject to no other Liens in favor of any Persons (other than Permitted Liens); (iii) all certificates and instruments representing the Pledged Collateral, stock transfer powers executed in blank as the Collateral Agent or the Lenders may specify; (iv) evidence that all other actions necessary or, in the opinion of the Collateral Agent or the Lenders, desirable to perfect and protect the second priority security interest in created by the Collateral described therein to the extent intended to be created thereby.Documents have been taken; (iv) when UCC financing statements funds sufficient to pay any filing or recording tax or fee in the appropriate form are filed in respect of the applicable Loan Parties in the offices of secretaries of state of those states specified in paragraph 1(a) of the Perfection Certificate, to the extent perfection can be obtained by filing UCC connection with any and all UCC-1 financing statements; (vi) evidence that the Collateral Agent has been named as a loss payee under all policies of casualty insurance, and as additional insured under all policies of liability insurance; (vii) such consents, estoppels, subordination agreements and other documents and instruments executed by landlords, tenants and other Persons party to material contracts relating to any Collateral as to which the Agent (shall be granted a Lien for the benefit of the Lenders, as requested by the Agent or any Lender; and (viii) shall have a fully perfected Lien on, and security interest in evidence that all right, title and interest of the relevant Loan Parties in the Collateral described therein (includingother actions necessary or, in the case of Intellectual Property, all state trademark registrations, common law trademarks and any applications for the registration of any opinion of the foregoingCollateral Agent or the Lenders, but excluding desirable to perfect and protect the second priority Lien created by the Collateral described Documents, and to enhance the Collateral Agent's ability to preserve and protect its interests in and access to the following clauses (ii) through (iv)) and, subject to Section 9-315 of the UCC, the proceeds thereof, as security for the Obligations, prior and superior in right to any other person (except for Liens permitted under Section 6.02), (ii) in the case of the Pledged Collateral, when the original stock certificates representing the Pledged Collateral are delivered to the Agent and UCC financing statements in the appropriate form are filed in respect of the applicable Loan Parties in the offices of secretaries of state of those states specified in paragraph 1(a) of the Perfection Certificate, to the extent perfection can be obtained by the deposit of the original stock certificates and the filing of UCC financing statements, the Agent (for the benefit of the Lenders) shall have a fully perfected Lien on, and security interest in all right, title and interest of the relevant Loan Parties in such Pledged Collateral and, subject to Section 9-315 of the UCC, the proceeds thereof, as security for the Obligations, prior and superior in right to any other person (except for Liens permitted under Section 6.02), (iii) in the case of any deposit or securities accounts included in the Collateral (which, for the avoidance of doubt, excludes Excluded Accounts), to the extent perfection can be obtained by entering into a Control Agreement, when a Control Agreement is entered into with respect to such deposit or securities accounts, the Agent (for the benefit of the Lenders) shall have a fully perfected Lien on, and security interest in all right, title and interest of the applicable Loan Parties in such deposit or securities accounts, as applicable, as security for the Obligations, prior and superior in right to any other person (except for Liens permitted under Section 6.02) and (iv) in the case of United States patent, United States copyright, and United States federal trademark registrations, and applications for the issuance or registration of any of the foregoing upon the recordation of a short-form security agreement in form and substance reasonably satisfactory to the Agent with the United States Patent and Trademark Office, or the United States Copyright Office, as applicable, together with the filing of UCC financing statements (together with any schedules the Agent requests that the Borrower includes to itemize such Intellectual Property included as Collateral) in the appropriate form in respect of the applicable Loan Parties in the offices of secretaries of state of those states specified in paragraph 1(a) of the Perfection Certificate, the Agent (for the benefit of the Lenders) shall have a fully perfected Lien on, and security interest in all right, title and interest of the applicable Loan Parties organized in the United States in such Intellectual Property in which a security interest may be perfected by such filing in the United States, in each case, prior and superior in right to any other Person (except for Liens permitted under Section 6.02 that have priority as a matter of law) (it being understood that subsequent recordings in the United States Patent and Trademark Office or the United States Copyright Office, as applicable, may be necessary to perfect a Lien on patents, patent applications, and trademark and copyright registrations and applications for registration acquired, obtained or initiated by, or granted to, the Loan Parties after the date hereof).been taken;

Collateral Documents. (a) The Pledge and Security Agreement and provisions of each of the Collateral Assignments, upon execution and delivery thereof by the parties thereto, will, under the governing law thereof, Documents are effective to create in favor of the Agent for the benefit of the LendersBank, a legal, valid and enforceable security interest in the Collateral described therein to the extent intended to be created thereby. (i) when UCC financing statements in the appropriate form are filed in respect of the applicable Loan Parties in the offices of secretaries of state of those states specified in paragraph 1(a) of the Perfection Certificate, to the extent perfection can be obtained by filing UCC financing statements, the Agent (for the benefit of the Lenders) shall have a fully perfected Lien on, and first priority security interest in all right, title and interest of the relevant Loan Parties Company in the Collateral collateral described therein therein. (includingb) Each Deed of Trust when delivered will be effective to grant to the Bank a legal, valid and enforceable deed of trust/mortgage lien on all the right, title and interest of the mortgagor under such Deed of Trust in the case Mortgaged Property described therein. When each such Deed of Intellectual Property, all state trademark registrations, common law trademarks and any applications for the registration of any of the foregoing, but excluding the Collateral described Trust is duly recorded in the following clauses (ii) through (iv)) andoffices listed on the schedule to such Deed of Trust and the mortgage recording fees and taxes in respect thereof are paid and compliance is otherwise had with the formal requirements of state law applicable to the recording of real estate mortgages generally, each such mortgaged property, subject to Section 9-315 of the UCC, the proceeds thereof, encumbrances and exceptions to title set forth therein and except as security for the Obligations, prior and superior in right to any other person (except for Liens permitted under Section 6.02), (ii) noted in the case of the Pledged Collateral, when the original stock certificates representing the Pledged Collateral are title policies delivered to the Agent Bank pursuant to Section 4.03, is subject to a legal, valid, enforceable and UCC perfected first priority deed of trust; and when financing statements in the appropriate form are have been filed in respect of the applicable Loan Parties in the offices of secretaries of state of those states specified in paragraph 1(a) such Deed of the Perfection CertificateTrust, to the extent perfection can be obtained by the deposit such Deed of the original stock certificates Trust also creates a legal, valid, enforceable and the filing of UCC financing statements, the Agent (for the benefit of the Lenders) shall have a fully perfected Lien first lien on, and security interest in in, all right, title and interest of the relevant Loan Parties Company under such Deed of Trust in all personal property and fixtures which is covered by such Pledged Collateral andDeed of Trust, subject to no other Liens, except the encumbrances and exceptions to title set forth therein and except as noted in the title policies delivered to the Bank pursuant to Section 9-315 4.03 and Permitted Liens. (c) All representations and warranties of the UCC, the proceeds thereof, as security for the Obligations, prior and superior in right to any other person (except for Liens permitted under Section 6.02), (iii) in the case of any deposit or securities accounts included Company contained in the Collateral (which, for the avoidance of doubt, excludes Excluded Accounts), to the extent perfection can be obtained by entering into a Control Agreement, when a Control Agreement is entered into with respect to such deposit or securities accounts, the Agent (for the benefit of the Lenders) shall have a fully perfected Lien on, Documents are true and security interest in all right, title and interest of the applicable Loan Parties in such deposit or securities accounts, as applicable, as security for the Obligations, prior and superior in right to any other person (except for Liens permitted under Section 6.02) and (iv) in the case of United States patent, United States copyright, and United States federal trademark registrations, and applications for the issuance or registration of any of the foregoing upon the recordation of a short-form security agreement in form and substance reasonably satisfactory to the Agent with the United States Patent and Trademark Office, or the United States Copyright Office, as applicable, together with the filing of UCC financing statements (together with any schedules the Agent requests that the Borrower includes to itemize such Intellectual Property included as Collateral) in the appropriate form in respect of the applicable Loan Parties in the offices of secretaries of state of those states specified in paragraph 1(a) of the Perfection Certificate, the Agent (for the benefit of the Lenders) shall have a fully perfected Lien on, and security interest in all right, title and interest of the applicable Loan Parties organized in the United States in such Intellectual Property in which a security interest may be perfected by such filing in the United States, in each case, prior and superior in right to any other Person (except for Liens permitted under Section 6.02 that have priority as a matter of law) (it being understood that subsequent recordings in the United States Patent and Trademark Office or the United States Copyright Office, as applicable, may be necessary to perfect a Lien on patents, patent applications, and trademark and copyright registrations and applications for registration acquired, obtained or initiated by, or granted to, the Loan Parties after the date hereof)correct.

Collateral Documents. Without limiting the generality of clause (a) The Pledge and Security Agreement and Collateral Assignmentsof this Section 10.01, upon execution and delivery thereof by the parties thereto, will, under the governing law thereof, create in favor of each Lender hereby further authorizes the Agent to appoint U.S. Bank National Association as Collateral Agent and Depositary to enter into any Collateral Document as secured party on behalf of and for the benefit of such Lender or otherwise and to require the Lenders, a legal, valid delivery of any Collateral Document which the Agent determines is necessary or advisable to protect or perfect the interests of the Protected Parties in any Collateral and enforceable security interest in agrees to be bound by the terms of each of the Collateral described therein Documents. Anything contained in any of the Loan Documents to the extent intended contrary notwithstanding, but subject to be created thereby. (i) when UCC financing statements in the appropriate form are filed in respect Section 11.08, each Lender agrees that no Lender shall have any right individually to realize upon any of the applicable Collateral under any Collateral Document or Loan Parties in Document, it being understood and agreed that all powers, rights and remedies under the offices of secretaries of state of those states specified in paragraph 1(a) of the Perfection Certificate, to the extent perfection can Collateral Documents may be obtained exercised solely by filing UCC financing statements, the Agent (or its designee, including the Collateral Agent and the Depositary) for the benefit of 107 Loan Agreement Protected Parties in accordance with the Lendersterms thereof. Each Lender hereby authorizes the Agent (or, at the Agent’s discretion, its designee, including the Collateral Agent and the Depositary) shall have a fully perfected Lien on(i) to release Collateral as permitted or required under this Agreement or the Collateral Documents or by Applicable Laws, and security interest in all right, title and interest of agrees that a certificate or other instrument executed by the relevant Loan Parties in Agent or the Collateral described therein (includingAgent evidencing such release of Collateral shall be conclusive evidence of such release as to any third party, in the case of Intellectual Property, all state trademark registrations, common law trademarks and any applications for the registration of any of the foregoing, but excluding the Collateral described in the following clauses (ii) through (iv)) andexcept as otherwise expressly provided in Section 11.03 hereof, subject to Section 9-315 enter into any amendments or waivers of the UCC, the proceeds thereof, as security for the Obligations, prior and superior in right to any other person (except for Liens permitted under Section 6.02), (ii) in the case of the Pledged Collateral, when the original stock certificates representing the Pledged Collateral are delivered to Documents which the Agent and UCC financing statements in determines are necessary or advisable, including, without limitation, those Collateral Documents the appropriate form of which are filed in respect of the applicable Loan Parties in the offices of secretaries of state of those states specified in paragraph 1(a) of the Perfection Certificate, exhibits to the extent perfection can be obtained by the deposit of the original stock certificates and the filing of UCC financing statements, the Agent (for the benefit of the Lenders) shall have a fully perfected Lien on, and security interest in all right, title and interest of the relevant Loan Parties in such Pledged Collateral and, subject to Section 9-315 of the UCC, the proceeds thereof, as security for the Obligations, prior and superior in right to any other person (except for Liens permitted under Section 6.02), (iii) in the case of any deposit or securities accounts included in the Collateral (which, for the avoidance of doubt, excludes Excluded Accounts), to the extent perfection can be obtained by entering into a Control this Agreement, when a Control Agreement is entered into with respect to such deposit or securities accounts, the Agent (for the benefit of the Lenders) shall have a fully perfected Lien on, and security interest in all right, title and interest of the applicable Loan Parties in such deposit or securities accounts, as applicable, as security for the Obligations, prior and superior in right to any other person (except for Liens permitted under Section 6.02) and (iv) in the case of United States patent, United States copyright, and United States federal trademark registrations, and applications for the issuance or registration of any of the foregoing upon the recordation of a short-form security agreement in form and substance reasonably satisfactory to the Agent with the United States Patent and Trademark Office, or the United States Copyright Office, as applicable, together with the filing of UCC financing statements (together with any schedules the Agent requests that the Borrower includes to itemize such Intellectual Property included as Collateral) in the appropriate form in respect of the applicable Loan Parties in the offices of secretaries of state of those states specified in paragraph 1(a) of the Perfection Certificate, the Agent (for the benefit of the Lenders) shall have a fully perfected Lien on, and security interest in all right, title and interest of the applicable Loan Parties organized in the United States in such Intellectual Property in which a security interest may be perfected by such filing in the United States, in each case, prior and superior in right to any other Person (except for Liens permitted under Section 6.02 that have priority as a matter of law) (it being understood that subsequent recordings in the United States Patent and Trademark Office or the United States Copyright Office, as applicable, may be necessary to perfect a Lien on patents, patent applications, and trademark and copyright registrations and applications for registration acquired, obtained or initiated by, or granted to, the Loan Parties after the date hereof).

Collateral Documents. (a) The Pledge and Security Agreement and provisions of the Collateral Assignments, upon execution and delivery thereof by the parties thereto, will, under the governing law thereof, Documents are effective to create in favor of the Administrative Agent for the ratable benefit of the LendersLenders pursuant to the Security Agreement, a legal, valid and enforceable security interest in the Collateral described therein to owned by such Loan Party, and the extent intended to be created thereby. (i) when UCC Security Agreement, together with the filings of Form UCC-1 financing statements in the appropriate form are filed in respect of the applicable Loan Parties in the offices of secretaries of state of those states specified in paragraph 1(a) of the Perfection Certificate, to the extent perfection can be obtained by filing UCC financing statements, the Agent (for the benefit of the Lenders) shall have creates a fully perfected Lien on, and security interest in all right, title and interest of the relevant Loan Parties in the Collateral described therein (including, to the extent a security interest in the case of Intellectual Property, all state trademark registrations, common law trademarks and any applications for the registration of any of the foregoing, but excluding the such Collateral described in the following clauses (ii) through (ivmay be perfected by filing such financing statements)) and, subject to Section 9-315 of the UCC, the proceeds thereof, as security for the Obligations, prior and superior in right to any no other person (except for Liens other than Liens permitted under Section 6.02)8.01. Except for titled vehicles, (ii) in the case of the Pledged Collateral, when the original stock certificates representing the Pledged Collateral are delivered to the Agent vessels and UCC financing statements in the appropriate form are filed in respect of the applicable Loan Parties in the offices of secretaries of state of those states specified in paragraph 1(a) of the Perfection Certificate, to the extent perfection can other collateral which may not be obtained by the deposit of the original stock certificates and perfected through the filing of UCC financing statements, statements under the Agent (for the benefit Uniform Commercial Code and which have an aggregate fair market value of the Lenders) shall have a fully perfected Lien on, less than $1,000,000 and security interest in all right, title and interest of the relevant Loan Parties in such Pledged Collateral and, subject to Section 9-315 7.19, all such Liens have been or, upon the filing of the UCCfinancing statements delivered on the Closing Date, the proceeds thereof, as security for the Obligations, prior and superior in right to any other person (except for Liens permitted under Section 6.02), (iii) in the case of any deposit or securities accounts included in the Collateral (which, for the avoidance of doubt, excludes Excluded Accounts), to the extent perfection can will be obtained by entering into a Control Agreement, when a Control Agreement is entered into with respect to such deposit or securities accounts, the Agent (for the benefit of the Lenders) shall have a fully perfected Lien on, and security interest in Liens. The Security Agreement creates (assuming all right, title and interest of the applicable Loan Parties in such deposit or securities accounts, as applicable, as security for the Obligations, prior and superior in right to any other person (except for Liens permitted under Section 6.02) and (iv) in the case of United States patent, United States copyright, and United States federal trademark registrations, and applications for the issuance or registration of any of the foregoing upon the recordation of a short-form security agreement in form and substance reasonably satisfactory to the Agent necessary filings with the United States Patent and Trademark Office, or Office and the United States Copyright OfficeOffice have been appropriately and duly made), as applicable, together with the filing of UCC financing statements (together with any schedules the Agent requests that the Borrower includes to itemize such Intellectual Property included as Collateral) in the appropriate form in respect of the applicable Loan Parties in the offices of secretaries of state of those states specified in paragraph 1(a) of the Perfection Certificate, the Agent (security for the benefit of the Lenders) shall have Obligations purported to be secured thereby, a fully perfected Lien onvalid and enforceable, and security interest in all right, title and interest of upon the applicable Loan Parties organized in the United States in such Intellectual Property in which a security interest may be perfected by such filing in the United States, in each case, prior and superior in right to any other Person (except for Liens permitted under Section 6.02 that have priority as a matter of law) (it being understood that subsequent recordings recordation in the United States Patent and Trademark Office or and in the United States Copyright OfficeOffice of notices of assignments for security made pursuant to the Security Agreement, perfected security interest in and Lien on the trademarks, patents and copyrights covered by the Security Agreement in favor of the Administrative Agent for the ratable benefit of the Lenders, superior to and prior to the rights of all third Persons. The Borrower and its Subsidiaries have good and marketable title to all Collateral, free and clear of all Liens except Liens permitted under Section 8.01. (b) The security interests created in favor of Administrative Agent, as applicablepledgee for the benefit of the Lenders under the Security Agreement and the Holdings Pledge Agreement together with the delivery of the certificates pursuant thereto and delivery of appropriate endorsements executed in blank, constitute first perfected security interests in the Subsidiary Equity and Pledged Shares (as such terms are defined in the Security Agreement and the Holdings Pledge Agreement, respectively) pledged under such agreements, subject to no security interests of any other Person other than Permitted Liens and unperfected Liens permitted under Section 8.01(g). Except as set forth in the Security Agreement and the Holdings Pledge Agreement, no filings, registrations or recordings which have not been made or will not have been made (or submitted for recordation) within ten (10) Business Days after the Closing Date are required in order to perfect the security interests created in the Subsidiary Equity or Pledged Shares (as defined in the Security Agreement and Holdings Pledge Agreement, respectively). (c) Assuming the Mortgages are appropriately and duly filed and recorded, the Mortgages create, as security for the obligations purported to be secured thereby, a valid and enforceable perfected security interest in and Lien on all of the real property subject to a Mortgage and the Mortgaged Property (including, without limitation, all fixtures and improvements relating to such Mortgaged Property and affixed or added thereto on or after the Closing Date) in favor of the Administrative Agent (or such other trustees that may be necessary named therein) for the ratable benefit of the Lenders, superior to perfect a Lien on patents, patent applications, and trademark prior to the rights of all third Persons (except that the security interest created in such real property and copyright registrations the Mortgaged Property may be subject to the Permitted Liens related thereto) and applications for registration acquired, obtained or initiated by, or granted to, the Loan Parties after the date hereofsubject to no other Liens (other than Liens permitted under Section 8.01).

Collateral Documents. (1) An amendment to the Memorandum of Purchase Agreement adding the Tract 2 Land to the Property covered thereby, duly executed by Lessee and Lessor and appropriately notarized for recording, and evidence that such amendment has been properly recorded in the Official Records of the County of Marin, California; (2) Evidence that the Lease Agreement, the Assignment of Lease and the Lessor Deed of Trust, or amendments thereto, have been properly recorded in the Official Records of the County of Marin, California; (3) An extended coverage owner's policy or binder of title insurance (or a commitment therefor) for the Tract 2 Land insuring Lessor's fee simple title to such Property (subject to such exceptions as Agent may approve), in such amounts and with such endorsements as Agent may reasonably require, issued by a title insurer acceptable to Agent, together with such policies of co-insurance or re-insurance (or commitments therefor) as Agent may require; (4) An extended coverage lender's policy of title insurance (or a commitment therefor) for the Tract 2 Land insuring the validity and priority of the Lease Agreement 3.02-1 (subject to such exceptions as Agent may approve), in such amounts and with such endorsements as Agent may reasonably require, issued by a title insurer acceptable to Agent, together with such policies of co-insurance or re-insurance (or commitments therefor) as Agent may require; (5) An extended coverage lender's policy of title insurance (or a commitment therefor) for the Tract 2 Land insuring the validity and priority of the Lessor Deed of Trust (subject to such exceptions as Agent may approve), in such amounts and with such endorsements as Agent may reasonably require, issued by a title insurer acceptable to Agent, together with such policies of co-insurance or re-insurance (or commitments therefor) as Agent may require; (6) Copies of all leases for the Tract 2 Land and all other documents, instruments and agreements recorded against or otherwise affecting such Property, including all amendments, extensions and other modifications thereof; (7) Subordination, non-disturbance and attornment agreements from the lessee under each of the leases for the Tract 2 Land; (8) Such consents and estoppels, with appropriate mortgagee protection language, as are requested by Agent, each duly executed by the appropriate Person; (9) Such Uniform Commercial Code financing statements and fixture filings (appropriately completed and executed) for filing in such jurisdictions as Agent may request to perfect the Liens granted to Lessor and Agent in the Lessee Security Documents, the Lessor Security Agreement and the other Operative Documents; (10) Such Uniform Commercial Code termination statements (appropriately completed and executed) for filing in such jurisdictions as Agent may request to terminate any financing statement evidencing Liens of other Persons in the Collateral which are prior to the Liens granted to Lessor and Agent in the Lessee Security Documents, the Lessor Security Agreement and the other Operative Documents, except for any such prior Liens which are expressly permitted by the Operative Documents to be prior; (11) Uniform Commercial Code search certificates from the jurisdictions in which Uniform Commercial Code financing statements are to be filed pursuant to item B.(9) above reflecting no other financing statements or filings which evidence Liens of other Persons in the Collateral which are prior to the Liens granted to Lessor and Agent in the Lessee Security Documents, the Lessor Security Agreement and the other Operative Documents, except for any such prior Liens (a) The Pledge which are expressly permitted by the Operative Documents to be prior or (b) for which Agent has received a termination statement pursuant to item B.(10) above; (12) Such other documents, instruments and agreements as Agents may reasonably request to establish and perfect the Liens granted to any Lessor Party in the Lessee Security Documents, the Lessor Deed of Trust, the Lessor Security Agreement and Collateral Assignmentsthe other Operative Documents; and (13) Such other evidence as Agent may request to establish that the Liens granted to Agent or any Participant in the Lessee Security Documents, upon execution the Lessor Deed of Trust, the Lessor Security Agreement and delivery thereof the other Operative Documents are perfected and prior to the Liens of other Persons in the Collateral, except for any such Liens which are expressly permitted by the parties thereto, will, under the governing law thereof, create in favor of the Agent for the benefit of the Lenders, a legal, valid and enforceable security interest in the Collateral described therein to the extent intended Operative Documents to be created therebyprior. (i) when UCC financing statements in the appropriate form are filed in respect of the applicable Loan Parties in the offices of secretaries of state of those states specified in paragraph 1(a) of the Perfection Certificate, to the extent perfection can be obtained by filing UCC financing statements, the Agent (for the benefit of the Lenders) shall have a fully perfected Lien on, and security interest in all right, title and interest of the relevant Loan Parties in the Collateral described therein (including, in the case of Intellectual Property, all state trademark registrations, common law trademarks and any applications for the registration of any of the foregoing, but excluding the Collateral described in the following clauses (ii) through (iv)) and, subject to Section 9-315 of the UCC, the proceeds thereof, as security for the Obligations, prior and superior in right to any other person (except for Liens permitted under Section 6.02), (ii) in the case of the Pledged Collateral, when the original stock certificates representing the Pledged Collateral are delivered to the Agent and UCC financing statements in the appropriate form are filed in respect of the applicable Loan Parties in the offices of secretaries of state of those states specified in paragraph 1(a) of the Perfection Certificate, to the extent perfection can be obtained by the deposit of the original stock certificates and the filing of UCC financing statements, the Agent (for the benefit of the Lenders) shall have a fully perfected Lien on, and security interest in all right, title and interest of the relevant Loan Parties in such Pledged Collateral and, subject to Section 9-315 of the UCC, the proceeds thereof, as security for the Obligations, prior and superior in right to any other person (except for Liens permitted under Section 6.02), (iii) in the case of any deposit or securities accounts included in the Collateral (which, for the avoidance of doubt, excludes Excluded Accounts), to the extent perfection can be obtained by entering into a Control Agreement, when a Control Agreement is entered into with respect to such deposit or securities accounts, the Agent (for the benefit of the Lenders) shall have a fully perfected Lien on, and security interest in all right, title and interest of the applicable Loan Parties in such deposit or securities accounts, as applicable, as security for the Obligations, prior and superior in right to any other person (except for Liens permitted under Section 6.02) and (iv) in the case of United States patent, United States copyright, and United States federal trademark registrations, and applications for the issuance or registration of any of the foregoing upon the recordation of a short-form security agreement in form and substance reasonably satisfactory to the Agent with the United States Patent and Trademark Office, or the United States Copyright Office, as applicable, together with the filing of UCC financing statements (together with any schedules the Agent requests that the Borrower includes to itemize such Intellectual Property included as Collateral) in the appropriate form in respect of the applicable Loan Parties in the offices of secretaries of state of those states specified in paragraph 1(a) of the Perfection Certificate, the Agent (for the benefit of the Lenders) shall have a fully perfected Lien on, and security interest in all right, title and interest of the applicable Loan Parties organized in the United States in such Intellectual Property in which a security interest may be perfected by such filing in the United States, in each case, prior and superior in right to any other Person (except for Liens permitted under Section 6.02 that have priority as a matter of law) (it being understood that subsequent recordings in the United States Patent and Trademark Office or the United States Copyright Office, as applicable, may be necessary to perfect a Lien on patents, patent applications, and trademark and copyright registrations and applications for registration acquired, obtained or initiated by, or granted to, the Loan Parties after the date hereof).

Collateral Documents. Without limiting the generality of clause (a) The Pledge and Security Agreement and Collateral Assignmentsof this Section 10.01, upon execution and delivery thereof by the parties thereto, will, under the governing law thereof, create in favor of each Lender hereby further authorizes the Agent to appoint Wilmington Trust Company as Collateral Agent and Depositary to enter into any Collateral Document as secured party on behalf of and for the benefit of such Lender or otherwise and to require the Lenders, a legal, valid delivery of any Collateral Document which the Agent determines is necessary or advisable to protect or perfect the interests of the Protected Parties in any Collateral and enforceable security interest in agrees to be bound by the terms of each of the Collateral described therein Documents. Anything contained in any of the Loan Documents to the extent intended contrary notwithstanding, but subject to be created thereby. (i) when UCC financing statements in the appropriate form are filed in respect Section 11.08, each Lender agrees that no Lender shall have any right individually to realize upon any of the applicable Collateral under any Collateral Document or Loan Parties in Document, it being understood and agreed that all powers, rights and remedies under the offices of secretaries of state of those states specified in paragraph 1(a) of the Perfection Certificate, to the extent perfection can Collateral Documents may be obtained exercised solely by filing UCC financing statements, the Agent (or its designee, including the Collateral Agent and the Depositary) for the benefit of Protected Parties in accordance with the Lendersterms thereof. Each Lender hereby authorizes the Agent (or, at the Agent's discretion, its designee, including the Collateral Agent and the Depositary) shall have a fully perfected Lien on(i) to release Collateral as permitted or required under this Agreement or the Collateral Documents or by Applicable Laws, and security interest in all right, title and interest of agrees that a certificate or other instrument executed by the relevant Loan Parties in Agent or the Collateral described therein (includingAgent evidencing such release of Collateral shall be conclusive evidence of such release as to any third party, in the case of Intellectual Property, all state trademark registrations, common law trademarks and any applications for the registration of any of the foregoing, but excluding the Collateral described in the following clauses (ii) through (iv)) andexcept as otherwise expressly provided in Section 11.03 hereof, subject to Section 9-315 enter into any amendments or waivers of the UCC, the proceeds thereof, as security for the Obligations, prior and superior in right to any other person (except for Liens permitted under Section 6.02), (ii) in the case of the Pledged Collateral, when the original stock certificates representing the Pledged Collateral are delivered to Documents which the Agent and UCC financing statements in determines are necessary or advisable, including, without limitation, those Collateral Documents the appropriate form of which are filed in respect of the applicable Loan Parties in the offices of secretaries of state of those states specified in paragraph 1(a) of the Perfection Certificate, exhibits to the extent perfection can be obtained by the deposit of the original stock certificates and the filing of UCC financing statements, the Agent (for the benefit of the Lenders) shall have a fully perfected Lien on, and security interest in all right, title and interest of the relevant Loan Parties in such Pledged Collateral and, subject to Section 9-315 of the UCC, the proceeds thereof, as security for the Obligations, prior and superior in right to any other person (except for Liens permitted under Section 6.02), (iii) in the case of any deposit or securities accounts included in the Collateral (which, for the avoidance of doubt, excludes Excluded Accounts), to the extent perfection can be obtained by entering into a Control this Agreement, when a Control Agreement is entered into with respect to such deposit or securities accounts, the Agent (for the benefit of the Lenders) shall have a fully perfected Lien on, and security interest in all right, title and interest of the applicable Loan Parties in such deposit or securities accounts, as applicable, as security for the Obligations, prior and superior in right to any other person (except for Liens permitted under Section 6.02) and (iv) in the case of United States patent, United States copyright, and United States federal trademark registrations, and applications for the issuance or registration of any of the foregoing upon the recordation of a short-form security agreement in form and substance reasonably satisfactory to the Agent with the United States Patent and Trademark Office, or the United States Copyright Office, as applicable, together with the filing of UCC financing statements (together with any schedules the Agent requests that the Borrower includes to itemize such Intellectual Property included as Collateral) in the appropriate form in respect of the applicable Loan Parties in the offices of secretaries of state of those states specified in paragraph 1(a) of the Perfection Certificate, the Agent (for the benefit of the Lenders) shall have a fully perfected Lien on, and security interest in all right, title and interest of the applicable Loan Parties organized in the United States in such Intellectual Property in which a security interest may be perfected by such filing in the United States, in each case, prior and superior in right to any other Person (except for Liens permitted under Section 6.02 that have priority as a matter of law) (it being understood that subsequent recordings in the United States Patent and Trademark Office or the United States Copyright Office, as applicable, may be necessary to perfect a Lien on patents, patent applications, and trademark and copyright registrations and applications for registration acquired, obtained or initiated by, or granted to, the Loan Parties after the date hereof).

Collateral Documents. The Collateral Documents, executed by each Loan Party, in appropriate form for recording, where necessary, together with: (ai) The Pledge copies of all UCC-l, UCC-2 and Security Agreement and Collateral Assignments, upon execution and delivery thereof by UCC-3 financing statements to be filed to perfect or amend the parties thereto, will, under the governing law thereof, create in favor security interests of the Agent for the benefit of the LendersBanks, a legal, valid and enforceable security interest in the Collateral described therein or other evidence satisfactory to the extent intended to be created thereby. (i) when UCC Agent that there have been filed, registered or recorded all financing statements in and other filings, registrations and recordings necessary and advisable to perfect or amend the appropriate form are filed in respect perfection of the applicable Loan Parties in the offices of secretaries of state of those states specified in paragraph 1(a) Liens of the Perfection Certificate, to the extent perfection can be obtained by filing UCC financing statements, the Agent (for the benefit of the Lenders) Banks in accordance with applicable law, or, with respect to the Mortgaged Property, evidence satisfactory to the Agent that the executed Mortgages with respect to the Mortgaged Property shall have a fully perfected been delivered to Chicago Title Insurance Company in recordable form on or prior to the Effective Date for recording; (ii) written advice relating to such Lien onand judgment searches as the Agent shall have requested, and security interest in all right, title and interest of the relevant Loan Parties in such termination statements or other documents as may be necessary to confirm that the Collateral described therein is subject to no other Liens in favor of any Persons (includingother than Permitted Liens); (iii) receipt by the Agent from the Original Agent of all certificates and instruments representing the Pledged Collateral, together with stock transfer powers executed in blank with signatures guaranteed as the Agent may specify; (iv) funds sufficient to pay any filing or recording tax or fee in connection with any and all UCC-1 financing statements and the Mortgages; (v) with respect to the Mortgaged Property, an A.L.T.A. Form B (or other form acceptable to the Agent and the Banks) mortgagee policy of title insurance or a binder issued by a title insurance company satisfactory to the Agent and the Banks insuring (or undertaking to insure, in the case of Intellectual Property, all state trademark registrations, common law trademarks a binder) that each Mortgage creates and any applications for constitutes a valid first Lien against the registration of any Mortgaged Property contemplated thereby in favor of the foregoing, but excluding the Collateral described in the following clauses (ii) through (iv)) andAgent, subject only to Section 9-315 of the UCC, the proceeds thereof, as security for the Obligations, prior and superior in right to any other person (except for Liens permitted under Section 6.02), (ii) in the case of the Pledged Collateral, when the original stock certificates representing the Pledged Collateral are delivered exceptions acceptable to the Agent and UCC financing statements in the appropriate form are filed Banks, with such endorsements and affirmative insurance as the Agent or any Bank may reasonably request; (vi) to the extent not previously delivered pursuant to the Original Credit Agreement, surveys and surveyor's certification as to all real property and all land covered by a lease in respect of which there is delivered a Mortgage, or as may be reasonably required by the applicable Loan Parties Agent, each in form and substance satisfactory to the offices of secretaries of state of those states specified in paragraph 1(a) Agent and the Banks, provided, however, that the surveys of the Perfection Certificateproperties located in Frisco, Texas and Glendale, Arizona shall be delivered no later than sixty (60) days after the Effective Date; (vii) to the extent perfection can be obtained by not previously delivered pursuant to the deposit Original Credit Agreement, appraisals, in form and substance satisfactory to the Agent and the Majority Banks, of certain real property Collateral, provided, however, that the appraisals of the original stock certificates properties located in Frisco, Texas and Glendale, Arizona shall be delivered no later than sixty (60) days after the filing Effective Date; (viii) proof of UCC financing statementspayment of all title insurance premiums, documentary stamp or intangible taxes, recording fees and mortgage taxes payable in connection with the recording of any Mortgage or the issuance of the title insurance policies (whether due on the Effective Date or in the future) including sums due in connection with any future advances; (ix) to the extent not previously delivered pursuant to the Original Credit Agreement, such consents, estoppels, subordination agreements and other documents and instruments executed by landlords, tenants and other Persons party to material contracts relating to any Collateral as to which the Agent (shall be granted a Lien for the benefit of the LendersBanks, as requested by the Agent or any Bank; and (x) shall have a fully perfected evidence that all other actions necessary or, in the reasonable opinion of the Agent or the Banks, desirable to perfect and protect the first priority Lien oncreated by the Collateral Documents, and security interest to enhance the Agent's ability to preserve and protect its interests in all right, title and interest of the relevant Loan Parties in such Pledged Collateral and, subject to Section 9-315 of the UCC, the proceeds thereof, as security for the Obligations, prior and superior in right to any other person (except for Liens permitted under Section 6.02), (iii) in the case of any deposit or securities accounts included in the Collateral (which, for the avoidance of doubt, excludes Excluded Accounts), access to the extent perfection can be obtained by entering into a Control Agreement, when a Control Agreement is entered into with respect to such deposit or securities accounts, the Agent (for the benefit of the Lenders) shall have a fully perfected Lien on, and security interest in all right, title and interest of the applicable Loan Parties in such deposit or securities accounts, as applicable, as security for the Obligations, prior and superior in right to any other person (except for Liens permitted under Section 6.02) and (iv) in the case of United States patent, United States copyright, and United States federal trademark registrations, and applications for the issuance or registration of any of the foregoing upon the recordation of a short-form security agreement in form and substance reasonably satisfactory to the Agent with the United States Patent and Trademark Office, or the United States Copyright Office, as applicable, together with the filing of UCC financing statements (together with any schedules the Agent requests that the Borrower includes to itemize such Intellectual Property included as Collateral) in the appropriate form in respect of the applicable Loan Parties in the offices of secretaries of state of those states specified in paragraph 1(a) of the Perfection Certificate, the Agent (for the benefit of the Lenders) shall have a fully perfected Lien on, and security interest in all right, title and interest of the applicable Loan Parties organized in the United States in such Intellectual Property in which a security interest may be perfected by such filing in the United States, in each case, prior and superior in right to any other Person (except for Liens permitted under Section 6.02 that have priority as a matter of law) (it being understood that subsequent recordings in the United States Patent and Trademark Office or the United States Copyright Office, as applicable, may be necessary to perfect a Lien on patents, patent applications, and trademark and copyright registrations and applications for registration acquired, obtained or initiated by, or granted to, the Loan Parties after the date hereof).;

Collateral Documents. (a) The Pledge and Security Agreement and Collateral AssignmentsOn or prior to the Phase I Closing Date, upon execution and delivery thereof by the parties thereto, will, under the governing law thereof, create in favor Borrower delivered or caused to be delivered all of the Agent for the benefit of the Lendersfollowing to Lender, a legal, valid in form and enforceable security interest in the Collateral described therein substance satisfactory to the extent intended to be created thereby.Lender: (i) when UCC Such endorsements as Lender may requirerequired in connection with the Phase I Title Policy; (ii) Uniform Commercial Code search certificates from jurisdiction of incorporation of Borrower reflecting no other financing statements in the appropriate form are filed in respect or filings which evidence Liens of the applicable Loan Parties in the offices of secretaries of state of those states specified in paragraph 1(a) of the Perfection Certificate, to the extent perfection can be obtained by filing UCC financing statements, the Agent (for the benefit of the Lenders) shall have a fully perfected Lien on, and security interest in all right, title and interest of the relevant Loan Parties other Persons in the Collateral described therein which are prior to the Liens granted to Lender in this Agreement, the Security Documents, and the other Credit Documents, except for any such prior Liens (a) which are expressly permitted by this Agreement to be prior or (b) for which Lender has received a termination statement or and has made a satisfactory arrangement concerning the termination of such Liens; (iii) Such other documents, instruments and agreements as Lender may reasonably requestrequested to establish and perfect the Liens granted to Lender in this Agreement, the Security Documents, and the other Credit Documents; (iv) Borrower shall have compliedEvidence of compliance with FIRREA (and any banking regulations associated therewith or enacted to implement FIRREA in the lending context) and all other legal requirements for the making of the extensions of credit hereunder (including, without limitation, acknowledging receipt of results of flood zone reports, maintenance of necessary flood insurance in amounts and where required under applicable law); (v) Such other evidence as Lender may reasonably requestrequested to establish that the Liens granted to Lender in this Agreement, the Security Documents, and the other Credit Documents are or upon the proper filings shall be perfected and prior to the Liens of other Persons in the case Collateral, except for any such Liens which are expressly permitted by this Agreement to be prior; (vi) An ALTA survey of Intellectual Propertythe Property underlying the Phase I Casino Project, certified in a manner acceptable to Lender; (vii) ▇▇▇▇▇▇’s receipt and approval of all state trademark registrations, common law trademarks applicableApplicable environmental studies and any applications reports for the registration of any of the foregoingPhase I Casino Project (including a Phase I report and if recommended, but excluding the Collateral described in the following clauses (ii) through (iv)) and, subject to Section 9-315 of the UCC, the proceeds thereof, as security for the Obligations, prior and superior in right to any other person (except for Liens permitted under Section 6.02a Phase II report), (ii) in the case of the Pledged Collateral, when the original stock certificates representing the Pledged Collateral are delivered issued by environmental consultants reasonably acceptable to the Agent and UCC financing statements in the appropriate form are filed in respect of the applicable Loan Parties in the offices of secretaries of state of those states specified in paragraph 1(a) of the Perfection Certificate, to the extent perfection can be obtained by the deposit of the original stock certificates and the filing of UCC financing statements, the Agent (for the benefit of the Lenders) shall have a fully perfected Lien on, and security interest in all right, title and interest of the relevant Loan Parties in such Pledged Collateral and, subject to Section 9-315 of the UCC, the proceeds thereof, as security for the Obligations, prior and superior in right to any other person (except for Liens permitted under Section 6.02), (iii) in the case of any deposit or securities accounts included in the Collateral (which, for the avoidance of doubt, excludes Excluded Accounts), to the extent perfection can be obtained by entering into a Control Agreement, when a Control Agreement is entered into with respect to such deposit or securities accounts, the Agent (for the benefit of the Lenders) shall have a fully perfected Lien on, and security interest in all right, title and interest of the applicable Loan Parties in such deposit or securities accounts, as applicable, as security for the Obligations, prior and superior in right to any other person (except for Liens permitted under Section 6.02) and (iv) in the case of United States patent, United States copyright, and United States federal trademark registrations, and applications for the issuance or registration of any of the foregoing upon the recordation of a short-form security agreement Lender in form and substance reasonably satisfactory acceptable to the Agent Lender; and (viii) ▇▇▇▇▇▇’s receipt of confirmationConfirmation (which confirmation shall be reasonably acceptable to Lender) that Borrower iswas in compliance with the United States Patent and Trademark Office, or the United States Copyright Office, all applicable Mitigation Requirements (as applicable, together with the filing of UCC financing statements (together with any schedules the Agent requests that the Borrower includes to itemize such Intellectual Property included as Collateral) defined in the appropriate form in respect of the applicable Loan Parties in the offices of secretaries of state of those states specified in paragraph 1(a) of the Perfection Certificate, the Agent (for the benefit of the Lenders) shall have a fully perfected Lien on, and security interest in all right, title and interest of the applicable Loan Parties organized in the United States in such Intellectual Property in which a security interest may be perfected by such filing in the United States, in each case, prior and superior in right to any other Person (except for Liens permitted under Section 6.02 that have priority as a matter of law) (it being understood that subsequent recordings in the United States Patent and Trademark Office or the United States Copyright Office, as applicable, may be necessary to perfect a Lien on patents, patent applications, and trademark and copyright registrations and applications for registration acquired, obtained or initiated by, or granted to, the Loan Parties after the date hereofEnvironmental Indemnity Agreement).

Collateral Documents. The Collateral Documents, executed by each Loan Party, in appropriate form for recording, where necessary, together with: (ai) The Pledge and Security Agreement and Collateral Assignments, upon execution and delivery thereof by acknowledgment copies of all UCC-l financing statements filed to perfect the parties thereto, will, under the governing law thereof, create in favor security interests of the Agent for the benefit of the LendersBanks, a legal, valid and enforceable security interest in the Collateral described therein or other evidence satisfactory to the extent intended to be created thereby. (i) when UCC Agent that there have been filed, registered or recorded all financing statements in and other filings, registrations and recordings necessary and advisable to perfect the appropriate form are filed in respect Liens of the applicable Loan Parties in the offices of secretaries of state of those states specified in paragraph 1(a) of the Perfection Certificate, to the extent perfection can be obtained by filing UCC financing statements, the Agent (for the benefit of the Lenders) Banks in accordance with applicable law, or, with respect to the Mortgaged Property, evidence satisfactory to the Agent that the executed Mortgages with respect to the Mortgaged Property shall have a fully perfected been delivered to Chicago Title Insurance Company in recordable form on or prior to the Closing Date for recording; (ii) written advice relating to such Lien onand judgment searches as the Agent shall have requested, and security interest in all right, title and interest of the relevant Loan Parties in such termination statements or other documents as may be necessary to confirm that the Collateral described therein is subject to no other Liens in favor of any Persons (includingother than Permitted Liens); (iii) all certificates and instruments representing the Pledged Collateral, together with stock transfer powers executed in blank with signatures guaranteed as the Agent may specify; (iv) funds sufficient to pay any filing or recording tax or fee in connection with any and all UCC-1 financing statements and the Mortgages; (v) with respect to the Mortgaged Property, an A.L.T.A. Form B (or other form acceptable to the Agent and the Banks) mortgagee policy of title insurance or a binder issued by a title insurance company satisfactory to the Agent and the Banks insuring (or undertaking to insure, in the case of Intellectual Property, all state trademark registrations, common law trademarks a binder) that each Mortgage creates and any applications for constitutes a valid first Lien against the registration of any Mortgaged Property contemplated thereby in favor of the foregoing, but excluding the Collateral described in the following clauses (ii) through (iv)) andAgent, subject only to Section 9-315 of the UCC, the proceeds thereof, as security for the Obligations, prior and superior in right to any other person (except for Liens permitted under Section 6.02), (ii) in the case of the Pledged Collateral, when the original stock certificates representing the Pledged Collateral are delivered exceptions acceptable to the Agent and UCC financing statements in the appropriate form are filed Banks, with such endorsements and affirmative insurance as the Agent or any Bank may reasonably request; (vi) surveys and surveyor's certification as to all real property and all land covered by a lease in respect of which there is delivered a Mortgage, or as may be reasonably required by the applicable Loan Parties Agent, each in form and substance satisfactory to the Agent and the Banks; (vii) appraisals, in form and substance satisfactory to the Agent and the Majority Banks, of certain real property Collateral; (viii) proof of payment of all title insurance premiums, documentary stamp or intangible taxes, recording fees and mortgage taxes payable in connection with the recording of any Mortgage or the issuance of the title insurance policies (whether due on the Closing Date or in the offices of secretaries of state of those states specified future) including sums due in paragraph 1(aconnection with any future advances; (ix) of the Perfection Certificatesuch consents, estoppels, subordination agreements and other documents and instruments executed by landlords, tenants and other Persons party to the extent perfection can be obtained by the deposit of the original stock certificates and the filing of UCC financing statements, material contracts relating to any Collateral as to which the Agent (shall be granted a Lien for the benefit of the LendersBanks, as requested by the Agent or any Bank; and (x) shall have a fully perfected evidence that all other actions necessary or, in the reasonable opinion of the Agent or the Banks, desirable to perfect and protect the first priority Lien oncreated by the Collateral Documents, and security interest to enhance the Agent's ability to preserve and protect its interests in all right, title and interest of the relevant Loan Parties in such Pledged Collateral and, subject to Section 9-315 of the UCC, the proceeds thereof, as security for the Obligations, prior and superior in right to any other person (except for Liens permitted under Section 6.02), (iii) in the case of any deposit or securities accounts included in the Collateral (which, for the avoidance of doubt, excludes Excluded Accounts), access to the extent perfection can be obtained by entering into a Control Agreement, when a Control Agreement is entered into with respect to such deposit or securities accounts, the Agent (for the benefit of the Lenders) shall have a fully perfected Lien on, and security interest in all right, title and interest of the applicable Loan Parties in such deposit or securities accounts, as applicable, as security for the Obligations, prior and superior in right to any other person (except for Liens permitted under Section 6.02) and (iv) in the case of United States patent, United States copyright, and United States federal trademark registrations, and applications for the issuance or registration of any of the foregoing upon the recordation of a short-form security agreement in form and substance reasonably satisfactory to the Agent with the United States Patent and Trademark Office, or the United States Copyright Office, as applicable, together with the filing of UCC financing statements (together with any schedules the Agent requests that the Borrower includes to itemize such Intellectual Property included as Collateral) in the appropriate form in respect of the applicable Loan Parties in the offices of secretaries of state of those states specified in paragraph 1(a) of the Perfection Certificate, the Agent (for the benefit of the Lenders) shall have a fully perfected Lien on, and security interest in all right, title and interest of the applicable Loan Parties organized in the United States in such Intellectual Property in which a security interest may be perfected by such filing in the United States, in each case, prior and superior in right to any other Person (except for Liens permitted under Section 6.02 that have priority as a matter of law) (it being understood that subsequent recordings in the United States Patent and Trademark Office or the United States Copyright Office, as applicable, may be necessary to perfect a Lien on patents, patent applications, and trademark and copyright registrations and applications for registration acquired, obtained or initiated by, or granted to, the Loan Parties after the date hereof).;

Collateral Documents. (a) The Pledge and Security Agreement and Collateral Assignments, upon execution and delivery thereof by the parties thereto, will, under the governing law thereof, Documents are effective to create in favor of the Agent for the benefit of the Lenders, a legal, valid and enforceable security interest in the Collateral described therein to the extent intended to be created thereby. (i) when UCC financing statements in the appropriate form are filed in respect of the applicable Loan Parties in the offices of secretaries of state of those states specified in paragraph 1(a) of the Perfection Certificate, to the extent perfection can be obtained by filing UCC financing statements, the Agent (for the benefit of the LendersSecured Parties) a legal, valid and enforceable Lien in the Collateral described therein and proceeds thereof. In the case of the Collateral consisting of certificated securities, when certificates representing such Collateral are delivered to the Collateral Agent and in the case of the other Collateral described in the Collateral Documents, when financing statements in appropriate form are filed in the offices specified in the Perfection Certificate, the Collateral Agent shall have a fully perfected Lien on, and security interest in in, all right, title and interest of the relevant Loan Parties Restricted Persons in the such Collateral described therein (including, in the case of Intellectual Property, all state trademark registrations, common law trademarks and any applications for the registration of any of the foregoing, but excluding the Collateral described in the following clauses (ii) through (iv)) and, subject to Section 9-315 of the New York UCC, the proceeds thereof, as security for the Obligations, prior the Revolving Obligations, the Existing Term Loan Obligations, the Lender Hedging Obligations, the Other Hedging Obligations, the Senior Note Obligations and superior in right to any other person (except for Liens permitted under Section 6.02), (ii) in the case of the Pledged Collateral, when the original stock certificates representing the Pledged Collateral are delivered to the Agent and UCC financing statements in the appropriate form are filed in respect of the applicable Loan Parties in the offices of secretaries of state of those states specified in paragraph 1(a) of the Perfection Certificate, to the extent perfection can be obtained obligations secured by the deposit of the original stock certificates and the filing of UCC financing statements, the Agent (for the benefit of the Lenders) shall have a fully perfected Lien on, and security interest in all right, title and interest of the relevant Loan Parties in such Pledged Collateral and, subject to Section 9-315 of the UCC, the proceeds thereof, as security for the Obligations, prior and superior in right to any other person (except for Liens permitted under Section 6.02), (iii) in the case of any deposit or securities accounts included in the Collateral (which, for the avoidance of doubt, excludes Excluded Accounts), to the extent perfection can be obtained by entering into a Control Agreement, when a Control Agreement is entered into with respect to such deposit or securities accounts, the Agent (for the benefit of the Lenders) shall have a fully perfected Lien on, and security interest in all right, title and interest of the applicable Loan Parties in such deposit or securities accounts, as applicable, as security for the Obligations, prior and superior in right to any other person (except for Liens permitted under Section 6.02) and (iv) in the case of United States patent, United States copyright, and United States federal trademark registrations, and applications for the issuance or registration of any of the foregoing upon the recordation of a short-form security agreement in form and substance reasonably satisfactory to the Agent with the United States Patent and Trademark Office, or the United States Copyright Office, as applicable, together with the filing of UCC financing statements (together with any schedules the Agent requests that the Borrower includes to itemize such Intellectual Property included as Collateral) in the appropriate form in respect of the applicable Loan Parties in the offices of secretaries of state of those states specified in paragraph 1(a) of the Perfection Certificate, the Agent (for the benefit of the Lenders) shall have a fully perfected Lien on, and security interest in all right, title and interest of the applicable Loan Parties organized in the United States in such Intellectual Property in which a security interest may be perfected by such filing in the United StatesDocuments, in each case, case prior and superior in right to any other Person other than Permitted Liens which are permitted to attach under the terms of this Agreement. ARTICLE VIAFFIRMATIVE COVENANTS To conform with the terms and conditions under which each Lender is willing to have credit outstanding to the Borrower, and to induce each Lender to enter into this Agreement and extend credit hereunder, the Borrower covenants and agrees that until the full and final payment of the Obligations (except other than obligations for Liens permitted under Section 6.02 that have priority as a matter taxes, costs, indemnifications, reimbursements, damages and other contingent liabilities in respect of law) (it being understood that subsequent recordings which no claim or demand for payment has been made or, in the United States Patent and Trademark Office case of indemnifications, no notice been given (or the United States Copyright Office, as applicable, may be necessary to perfect a Lien on patents, patent applications, and trademark and copyright registrations and applications for registration acquired, obtained or initiated by, or granted to, the Loan Parties after the date hereofreasonably satisfactory arrangements have otherwise been made).) :

Collateral Documents. (a) The Pledge and Security Agreement and provisions of each of the Collateral Assignments, upon execution and delivery thereof by the parties thereto, will, under the governing law thereof, Documents are effective to create in favor of the Agent for the benefit of the Lenders, a legal, valid and enforceable security interest in the Collateral described therein to the extent intended to be created thereby. (i) when UCC financing statements in the appropriate form are filed in respect of the applicable Loan Parties in the offices of secretaries of state of those states specified in paragraph 1(a) of the Perfection Certificate, to the extent perfection can be obtained by filing UCC financing statements, the Agent (for the benefit of the Lenders) shall have a fully perfected Lien on, and first priority security interest in all right, title and interest of the relevant Loan Parties Company and its Subsidiaries in the Collateral collateral described therein (including, in the case of Intellectual Property, all state trademark registrations, common law trademarks and any applications for the registration of any of the foregoing, but excluding the Collateral described in the following clauses (ii) through (iv)) andtherein, subject to Section 9-315 of the UCC, the proceeds thereof, as security for the Obligations, prior and superior in right only to any other person Permitted Liens. (except for Liens permitted under Section 6.02), (iib) in the case of the Pledged Collateral, Each Mortgage when the original stock certificates representing the Pledged Collateral are delivered will be effective to grant to the Agent and UCC financing statements in the appropriate form are filed in respect of the applicable Loan Parties in the offices of secretaries of state of those states specified in paragraph 1(a) of the Perfection Certificate, to the extent perfection can be obtained by the deposit of the original stock certificates and the filing of UCC financing statements, the Agent (for the benefit of the Lenders) shall Lenders a legal, valid and enforceable lien on all the right, title and interest of the mortgagor under such Mortgage in the mortgaged property described therein. When each such Mortgage is duly recorded in the offices listed on the schedule to such Mortgage and the mortgage recording fees and taxes in respect thereof are paid and compliance is otherwise had with the formal requirements of state law applicable to the recording of real estate mortgages generally, each such mortgaged property, subject to the encumbrances and exceptions to title set forth therein and any Permitted Liens and except as noted in the title policies delivered to the Agent pursuant to SECTION 5.01, is subject to a legal, valid, enforceable and perfected first priority lien; and when financing statements have been filed in the offices specified in such Mortgage, such Mortgage also creates a fully legal, valid, enforceable and perfected Lien first lien on, and security interest in in, all right, title and interest of the relevant Loan Parties Company or such Subsidiary under such Mortgage in all personal property and fixtures covered by such Pledged Collateral andMortgage, subject to Section 9-315 no other Liens, except the encumbrances and exceptions to title set forth therein and except as noted in the title policies delivered to the Agent pursuant to SECTION 5.01, and Permitted Liens. (c) All representations and warranties of the UCC, the proceeds thereof, as security for the Obligations, prior Company and superior in right to any other person (except for Liens permitted under Section 6.02), (iii) in the case of any deposit or securities accounts included its Subsidiaries party thereto contained in the Collateral (which, for the avoidance of doubt, excludes Excluded Accounts), to the extent perfection can be obtained by entering into a Control Agreement, when a Control Agreement is entered into with respect to such deposit or securities accounts, the Agent (for the benefit of the Lenders) shall have a fully perfected Lien on, Documents are true and security interest in all right, title and interest of the applicable Loan Parties in such deposit or securities accounts, as applicable, as security for the Obligations, prior and superior in right to any other person (except for Liens permitted under Section 6.02) and (iv) in the case of United States patent, United States copyright, and United States federal trademark registrations, and applications for the issuance or registration of any of the foregoing upon the recordation of a short-form security agreement in form and substance reasonably satisfactory to the Agent with the United States Patent and Trademark Office, or the United States Copyright Office, as applicable, together with the filing of UCC financing statements (together with any schedules the Agent requests that the Borrower includes to itemize such Intellectual Property included as Collateral) in the appropriate form in respect of the applicable Loan Parties in the offices of secretaries of state of those states specified in paragraph 1(a) of the Perfection Certificate, the Agent (for the benefit of the Lenders) shall have a fully perfected Lien on, and security interest in all right, title and interest of the applicable Loan Parties organized in the United States in such Intellectual Property in which a security interest may be perfected by such filing in the United States, in each case, prior and superior in right to any other Person (except for Liens permitted under Section 6.02 that have priority as a matter of law) (it being understood that subsequent recordings in the United States Patent and Trademark Office or the United States Copyright Office, as applicable, may be necessary to perfect a Lien on patents, patent applications, and trademark and copyright registrations and applications for registration acquired, obtained or initiated by, or granted to, the Loan Parties after the date hereof)correct.

Collateral Documents. The Collateral Documents or, in Agent's sole discretion, one or more reaffirmations of the Collateral Documents, executed by the Borrower and each Subsidiary of the Borrower, as applicable, in appropriate form for recording, where necessary, together with: (i) acknowledgment copies of all UCC-l and UCC-2 financing statements filed, registered or recorded to perfect the security interests of the Agent, for the benefit of Agent and the Lenders, granted pursuant to the Collateral Documents, or other evidence reasonably satisfactory to the Agent that there has been (or will be, to the Agent's satisfaction) filed, registered or recorded all financing statements and other filings, registrations and recordings reasonably necessary and advisable to perfect the Liens of the Agent, for the benefit of Agent and the Lenders, granted pursuant to the Collateral Documents, in accordance with applicable law; (ii) uniform commercial code financing statement, federal and state tax lien and judgment searches as the Agent shall have reasonably requested of the Borrower and its Subsidiaries, and such termination statements or other documents as may be reasonably necessary to confirm that the Collateral is subject to no other Liens in favor of any Persons (other than Permitted Liens); (iii) all certificates and instruments representing the Pledged Collateral, irrevocable proxies and stock transfer powers executed in blank or other executed endorsements reasonably satisfactory to the Agent; (iv) evidence that all other actions reasonably necessary or, in the reasonable opinion of the Agent, desirable to perfect and protect the Liens created by the Collateral Documents have been taken; (v) funds sufficient to pay any filing or recording tax or fee in connection with any and all UCC-1 and UCC-2 financing statements and, if applicable, the Mortgage modifications, all title insurance premiums, documentary stamp or intangible taxes, recording fees and mortgage taxes payable in connection with the recording of any mortgage or filing of any financing statements or the issuance of the title insurance policies (whether due on the Closing Date or in the future) including sums due in connection with any future advances; (vi) with respect to each parcel of Real Estate in respect of which there is delivered a Mortgage and which is listed on SCHEDULE 2.1, either (a) The Pledge an A.L.T.A. (or an equivalent thereof) mortgagee policy of title insurance or a binder or (b) an endorsement to an existing A.L.T.A. (or an equivalent thereof) mortgage policy of title insurance or a binder in connection with the Original Credit Agreement, issued by a title insurance company reasonably satisfactory to the Agent insuring (or undertaking to insure, in the case of a binder) that the Mortgage creates and Security Agreement and Collateral Assignments, upon execution and delivery thereof by the parties thereto, will, under the governing law thereof, create constitutes a valid first Lien against such Real Estate in favor of the Agent, for the benefit of Agent and the Lenders, subject only to exceptions reasonably acceptable to the Agent, with such endorsements and affirmative insurance as the Agent may reasonably request; (vii) if required by the Agent, flood insurance and earthquake insurance on terms reasonably satisfactory to the Agent; and (viii) subject to Sections 4.17 and 4.18, such consents, estoppels, subordination agreements and other documents and instruments executed by landlords, tenants and other Persons party to material contracts relating to any Collateral as to which the Agent shall be granted a Lien for the benefit of the Lenders, a legal, valid and enforceable security interest in the Collateral described therein to the extent intended to be created thereby. (i) when UCC financing statements in the appropriate form are filed in respect of the applicable Loan Parties in the offices of secretaries of state of those states specified in paragraph 1(a) of the Perfection Certificate, to the extent perfection can be obtained by filing UCC financing statements, the Agent (for the benefit of the Lenders) shall have a fully perfected Lien on, and security interest in all right, title and interest of the relevant Loan Parties in the Collateral described therein (including, in the case of Intellectual Property, all state trademark registrations, common law trademarks and any applications for the registration of any of the foregoing, but excluding the Collateral described in the following clauses (ii) through (iv)) and, subject to Section 9-315 of the UCC, the proceeds thereof, as security for the Obligations, prior and superior in right to any other person (except for Liens permitted under Section 6.02), (ii) in the case of the Pledged Collateral, when the original stock certificates representing the Pledged Collateral are delivered to the Agent and UCC financing statements in the appropriate form are filed in respect of the applicable Loan Parties in the offices of secretaries of state of those states specified in paragraph 1(a) of the Perfection Certificate, to the extent perfection can be obtained reasonably requested by the deposit of the original stock certificates and the filing of UCC financing statements, the Agent (for the benefit of the Lenders) shall have a fully perfected Lien on, and security interest in all right, title and interest of the relevant Loan Parties in such Pledged Collateral and, subject to Section 9-315 of the UCC, the proceeds thereof, as security for the Obligations, prior and superior in right to any other person (except for Liens permitted under Section 6.02), (iii) in the case of any deposit or securities accounts included in the Collateral (which, for the avoidance of doubt, excludes Excluded Accounts), to the extent perfection can be obtained by entering into a Control Agreement, when a Control Agreement is entered into with respect to such deposit or securities accounts, the Agent (for the benefit of the Lenders) shall have a fully perfected Lien on, and security interest in all right, title and interest of the applicable Loan Parties in such deposit or securities accounts, as applicable, as security for the Obligations, prior and superior in right to any other person (except for Liens permitted under Section 6.02) and (iv) in the case of United States patent, United States copyright, and United States federal trademark registrations, and applications for the issuance or registration of any of the foregoing upon the recordation of a short-form security agreement in form and substance reasonably satisfactory to the Agent with the United States Patent and Trademark Office, or the United States Copyright Office, as applicable, together with the filing of UCC financing statements (together with any schedules the Agent requests that the Borrower includes to itemize such Intellectual Property included as Collateral) in the appropriate form in respect of the applicable Loan Parties in the offices of secretaries of state of those states specified in paragraph 1(a) of the Perfection Certificate, the Agent (for the benefit of the Lenders) shall have a fully perfected Lien on, and security interest in all right, title and interest of the applicable Loan Parties organized in the United States in such Intellectual Property in which a security interest may be perfected by such filing in the United States, in each case, prior and superior in right to any other Person (except for Liens permitted under Section 6.02 that have priority as a matter of law) (it being understood that subsequent recordings in the United States Patent and Trademark Office or the United States Copyright Office, as applicable, may be necessary to perfect a Lien on patents, patent applications, and trademark and copyright registrations and applications for registration acquired, obtained or initiated by, or granted to, the Loan Parties after the date hereof).Agent;

Collateral Documents. If applicable, (a) The Pledge and Security Agreement and Collateral Assignments, upon execution and delivery thereof receipt by the parties theretoAdministrative Agent of all documents, willfilings, under recordations and searches necessary or desirable in connection with the governing law thereof, create in favor Collateral of the Project Zircaloy Loan Parties (the “Project Zircaloy Collateral”), if any; (b) receipt by the Administrative Agent for of all deliverables related to the benefit Project Zircaloy Collateral, including, without limitation, stock certificates and stock powers, instruments, documents and chattel paper (together with allonges or assignments) and, to the extent requested by the Administrative Agent or required by the Credit Agreement, other Collateral Documents; (c) all filing and recording fees and taxes shall have been duly paid; and (d) the Lenders shall have received satisfactory evidence that the Administrative Agent (on behalf of the Lenders, Lenders and other secured parties) shall have a legal, valid and enforceable perfected first priority (subject to certain exceptions to be set forth in the Loan Documents) lien and security interest in the Collateral described therein to the extent intended to be created thereby. (i) when UCC financing statements in the appropriate form are filed Project Zircaloy Collateral; provided that, in respect of the applicable Loan Parties in the offices of secretaries of state of those states specified in paragraph 1(aclauses (a) of the Perfection Certificatethrough (d) above, to the extent perfection can be obtained by filing UCC financing statements, any security interest in any such Project Zircaloy Collateral (other than (A) the Agent (for the benefit creation of the Lenders) shall have a fully perfected Lien on, and security interest in all right, title personal property collateral (other than Excluded Property) and (B) the perfection of a security interest of in any Project Zircaloy Collateral the relevant Loan Parties security interest in the Collateral described therein which may be perfected by (including, in the case of Intellectual Property, all state trademark registrations, common law trademarks and any applications for the registration of any of the foregoing, but excluding the Collateral described in the following clauses (iix) through (iv)) and, subject to Section 9-315 of the UCC, the proceeds thereof, as security for the Obligations, prior and superior in right to any other person (except for Liens permitted under Section 6.02), (ii) in the case of the Pledged Collateral, when the original stock certificates representing the Pledged Collateral are delivered to the Agent and UCC financing statements in the appropriate form are filed in respect of the applicable Loan Parties in the offices of secretaries of state of those states specified in paragraph 1(a) of the Perfection Certificate, to the extent perfection can be obtained by the deposit of the original stock certificates and the filing of UCC a financing statements, statement under the Agent (for the benefit of the Lenders) shall have a fully perfected Lien on, and security interest in all right, title and interest of the relevant Loan Parties in such Pledged Collateral and, subject to Section 9-315 of the UCC, the proceeds thereof, as security for the Obligations, prior and superior in right to any other person (except for Liens permitted under Section 6.02)Uniform Commercial Code, (iiiy) in the case filing of any deposit or securities accounts included in the Collateral (which, for the avoidance of doubt, excludes Excluded Accounts), to the extent perfection can be obtained by entering into a Control Agreement, when a Control Agreement is entered into with respect to such deposit or securities accounts, the Agent (for the benefit of the Lenders) shall have a fully perfected Lien on, and security interest in all right, title and interest of the applicable Loan Parties in such deposit or securities accounts, as applicable, as security for the Obligations, prior and superior in right to any other person (except for Liens permitted under Section 6.02) and (iv) in the case of United States patent, United States copyright, and United States federal trademark registrations, and applications for the issuance or registration of any of the foregoing upon the recordation of a short-form security agreement in form and substance reasonably satisfactory to the Agent with the United States Patent and Trademark Office, agreements or the United States Copyright Office, as applicable, together with the filing notices of UCC financing statements (together with any schedules the Agent requests that the Borrower includes to itemize such Intellectual Property included as Collateral) in the appropriate form in respect of the applicable Loan Parties in the offices of secretaries of state of those states specified in paragraph 1(a) of the Perfection Certificate, the Agent (for the benefit of the Lenders) shall have a fully perfected Lien on, and security interest in all right, title and interest of the applicable Loan Parties organized in the United States in such Intellectual Property in which a security interest may be perfected by such filing in the United States, in each case, prior and superior in right to any other Person (except for Liens permitted under Section 6.02 that have priority as a matter of law) (it being understood that subsequent recordings in with the United States Patent and Trademark Office or the United States Copyright Office, as applicable, may or (z) the delivery of certificates evidencing Equity Interests) is not or cannot be necessary to perfect a Lien created and/or perfected on patents, patent applications, and trademark and copyright registrations and applications for registration acquired, obtained or initiated by, or granted to, the Loan Parties DDTL A-1 Zircaloy Funding Date after the date hereofBorrower’s use of commercially reasonable efforts to do so, then the creation and perfection of such security interests in such collateral shall not constitute a condition precedent to the availability of the Project Zircaloy Draw on the DDTL A-1 Zircaloy Funding Date, but instead shall be required to be created and perfected no later than ninety (90) days after the DDTL A-1 Zircaloy Funding Date (subject to extensions agreed by the Administrative Agent in its sole discretion).

Collateral Documents. (ai) The Pledge and Security Agreement and Evidence that upon the filing of appropriate financing statements the Administrative Agent will have a valid, perfected first priority Lien on all Collateral Assignments, upon execution and delivery thereof by the parties thereto, will, under the governing law thereof, create in favor of the Agent for the benefit of the Lenders, as to which a legal, valid and enforceable security interest can be perfected by filing a financing statement, subject to Permitted Liens; (ii) Uniform Commercial Code search certificates from the jurisdictions in which Uniform Commercial Code financing statements are to be filed pursuant to subsection (e)(i) above reflecting no other financing statements or filings which evidence Liens of other Persons in the Collateral described therein which are prior to the extent intended Liens granted to the Administrative Agent in this Agreement, the Security Documents and the other Credit Documents, except for any such prior Liens which are expressly permitted by this Agreement to be created thereby.prior; (i) when UCC financing statements in the appropriate form are filed in respect of the applicable Loan Parties in the offices of secretaries of state of those states specified in paragraph 1(a) of the Perfection Certificate, to the extent perfection can be obtained by filing UCC financing statements, the Agent (for the benefit of the Lenders) shall have a fully perfected Lien on, and security interest in all right, title and interest of the relevant Loan Parties in the Collateral described therein (including, in the case of Intellectual Property, all state trademark registrations, common law trademarks and any applications for the registration of any of the foregoing, but excluding the Collateral described in the following clauses (ii) through (iv)) and, subject to Section 9-315 of the UCC, the proceeds thereof, as security for the Obligations, prior and superior in right to any other person (except for Liens permitted under Section 6.02), (ii) in the case of the Pledged Collateral, when the original stock certificates representing the Pledged Collateral are delivered to the Agent and UCC financing statements in the appropriate form are filed in respect of the applicable Loan Parties in the offices of secretaries of state of those states specified in paragraph 1(a) of the Perfection Certificate, to the extent perfection can be obtained by the deposit of the original stock certificates and the filing of UCC financing statements, the Agent (for the benefit of the Lenders) shall have a fully perfected Lien on, and security interest in all right, title and interest of the relevant Loan Parties in such Pledged Collateral and, subject to Section 9-315 of the UCC, the proceeds thereof, as security for the Obligations, prior and superior in right to any other person (except for Liens permitted under Section 6.02), (iii) in the case of any deposit or securities accounts included in the Collateral (which, Appropriate documents for the avoidance of doubt, excludes Excluded Accounts), to the extent perfection can be obtained by entering into a Control Agreement, when a Control Agreement is entered into with respect to such deposit or securities accounts, the Agent (for the benefit of the Lenders) shall have a fully perfected Lien on, and security interest in all right, title and interest of the applicable Loan Parties in such deposit or securities accounts, as applicable, as security for the Obligations, prior and superior in right to any other person (except for Liens permitted under Section 6.02) and (iv) in the case of United States patent, United States copyright, and United States federal trademark registrations, and applications for the issuance or registration of any of the foregoing upon the recordation of a short-form security agreement in form and substance reasonably satisfactory to the Agent filing with the United States Patent and Trademark Office, or the United States Copyright Office, as applicable, together with the filing of UCC financing statements (together with any schedules the Agent requests that the Borrower includes to itemize such Intellectual Property included as Collateral) in the appropriate form in respect of the applicable Loan Parties in the offices of secretaries of state of those states specified in paragraph 1(a) of the Perfection Certificate, the Agent (for the benefit of the Lenders) shall have a fully perfected Lien on, Office and security interest in all right, title and interest of the applicable Loan Parties organized in the United States in such Intellectual Property in which a security interest may be perfected by such filing in the United States, in each case, prior and superior in right to any other Person (except for Liens permitted under Section 6.02 that have priority as a matter of law) (it being understood that subsequent recordings in the United States Patent and Trademark Office or the United States Copyright Office, as applicable, may be filings necessary to perfect a Lien on patentsthe security interests granted to the Administrative Agent by the Security Documents, patent applicationsall appropriately completed and duly executed by the Borrower and, where appropriate, notarized; (iv) A Power of Attorney in the form attached to the Security Agreement, dated the Closing Date and trademark otherwise appropriately completed, duly executed by the Borrower and copyright registrations notarized; (v) Such other documents, instruments and applications for registration acquired, obtained agreements as the Administrative Agent may request to establish and perfect the Liens granted to the Administrative Agent or initiated by, or granted toany Lender in this Agreement, the Loan Parties after Security Documents and the date hereof)other Credit Documents; and (vi) Such other evidence as the Administrative Agent may request to establish that the Liens granted to the Administrative Agent or any Lender Party in this Agreement, the Security Documents and the other Credit Documents are or upon the proper filings shall be perfected and prior to the Liens of other Persons in the Collateral, except for any such Liens which are expressly permitted by this Agreement to be prior.

Collateral Documents. (i) Such Uniform Commercial Code financing statements and fixture filings (appropriately completed and executed) for filing in such jurisdictions as the Administrative Agent may request to perfect the Liens granted to the Administrative Agent in this Agreement, the Security Documents and the other Credit Documents; (ii) Such Uniform Commercial Code termination statements (appropriately completed and executed) for filing in such jurisdictions as the Administrative Agent may request to terminate any financing statement evidencing Liens of other Persons in the Collateral which are prior to the Liens granted to the Administrative Agent in this Agreement, the Security Documents and the other Credit Documents, except for any such prior Liens which are expressly permitted by this Agreement to be prior; (iii) Uniform Commercial Code search certificates from the jurisdictions in which Uniform Commercial Code financing statements are to be filed pursuant to subsection (d)(i) above reflecting no other financing statements or filings which evidence Liens of other Persons in the Collateral which are prior to the Liens granted to the Administrative Agent in this Agreement, the Security Documents and the other Credit Documents, except for any such prior Liens (a) The Pledge and Security which are expressly permitted by this Agreement and Collateral Assignments, upon execution and delivery thereof by the parties thereto, will, under the governing law thereof, create in favor of the Agent for the benefit of the Lenders, a legal, valid and enforceable security interest in the Collateral described therein to the extent intended to be created thereby.prior or (b) for which the Administrative Agent has received a termination statement pursuant to subsection (d)(ii) above; (iiv) when UCC financing statements in the appropriate form are filed in respect of the applicable Loan Parties in the offices of secretaries of state of those states specified in paragraph 1(a) of the Perfection Certificate, to the extent perfection can be obtained by filing UCC financing statements, the Agent (for the benefit of the Lenders) shall have a fully perfected Lien on, and security interest in all right, title and interest of the relevant Loan Parties in the Collateral described therein (including, in the case of Intellectual Property, all state trademark registrations, common law trademarks and any applications for the registration of any of the foregoing, but excluding the Collateral described in the following clauses (ii) through (iv)) and, subject to Section 9-315 of the UCC, the proceeds thereof, as security for the Obligations, prior and superior in right to any other person (except for Liens permitted under Section 6.02), (ii) in the case of the Pledged Collateral, when the original The stock certificates representing all of the Pledged Collateral are delivered outstanding capital stock of each Loan Party pledged to the Administrative Agent pursuant to the Security Documents and UCC financing statements in existing on the Restatement Effective Date, together with undated stock powers duly executed by the appropriate form are filed Loan Party in respect of the applicable Loan Parties in the offices of secretaries of state of those states specified in paragraph 1(ablank and attached thereto; (v) of the Perfection Certificate, to the extent perfection can be obtained by the deposit of the original stock certificates and the Appropriate documents for filing of UCC financing statements, the Agent (for the benefit of the Lenders) shall have a fully perfected Lien on, and security interest in all right, title and interest of the relevant Loan Parties in such Pledged Collateral and, subject to Section 9-315 of the UCC, the proceeds thereof, as security for the Obligations, prior and superior in right to any other person (except for Liens permitted under Section 6.02), (iii) in the case of any deposit or securities accounts included in the Collateral (which, for the avoidance of doubt, excludes Excluded Accounts), to the extent perfection can be obtained by entering into a Control Agreement, when a Control Agreement is entered into with respect to such deposit or securities accounts, the Agent (for the benefit of the Lenders) shall have a fully perfected Lien on, and security interest in all right, title and interest of the applicable Loan Parties in such deposit or securities accounts, as applicable, as security for the Obligations, prior and superior in right to any other person (except for Liens permitted under Section 6.02) and (iv) in the case of United States patent, United States copyright, and United States federal trademark registrations, and applications for the issuance or registration of any of the foregoing upon the recordation of a short-form security agreement in form and substance reasonably satisfactory to the Agent with the United States Patent and Trademark OfficeOffice and all other filings necessary to perfect the security interests granted to the Administrative Agent by the Security Documents, all appropriately completed and duly executed by each Loan Party and, where appropriate, notarized; (vi) An ALTA standard coverage Lender’s policy of title insurance (or a commitment therefor) insuring the United States Copyright Officevalidity and priority of the Existing Mortgages (subject only to such exceptions as the Administrative Agent may approve), in such amounts and with such endorsements as applicablethe Administrative Agent may require, issued by a title insurer acceptable to the Administrative Agent, together with such policies of co-insurance or re-insurance (or commitments therefor) as the filing Administrative Agent may require; (vii) Each title policy insuring the Administrative Agent’s Lien on the real property subject to the Existing Mortgages shall be endorsed with CLTA Form 110.5 or other appropriate endorsements including, without limitation, revised tie-in endorsements, for the purpose of UCC financing statements (assuring continuing coverage of the Credit Documents insured thereunder, together with any schedules such policies of co-insurance or re-insurance (or commitments therefor) as the Administrative Agent requests may require; (viii) Preliminary title reports or lot book guarantees issued by a title insurer acceptable to the Administrative Agent with respect to all real property owned by the Borrowers; (ix) An officer’s certificate of the Borrowers certifying that each Loan Party possesses all material environmental permits necessary for the conduct of its business, together with copies of all such permits; (x) An abstract of title for each United States Coast Guard registered Vessel; (xi) Such other documents, instruments and agreements as the Administrative Agent may reasonably request to establish and perfect the Liens granted in this Agreement, the Security Documents and the other Credit Documents; and (xii) Such other evidence as the Administrative Agent may request to establish that the Borrower includes Liens granted in this Agreement, the Security Documents and the other Credit Documents are perfected and prior to itemize such Intellectual Property included as Collateral) the Liens of other Persons in the appropriate form in respect of the applicable Loan Parties in the offices of secretaries of state of those states specified in paragraph 1(a) of the Perfection CertificateCollateral, the Agent (for the benefit of the Lenders) shall have a fully perfected Lien on, and security interest in all right, title and interest of the applicable Loan Parties organized in the United States in such Intellectual Property in which a security interest may be perfected by such filing in the United States, in each case, prior and superior in right to any other Person (except for Liens permitted under Section 6.02 that have priority as a matter of law) (it being understood that subsequent recordings in the United States Patent and Trademark Office or the United States Copyright Office, as applicable, may be necessary to perfect a Lien on patents, patent applications, and trademark and copyright registrations and applications for registration acquired, obtained or initiated by, or granted to, the Loan Parties after the date hereof)any Permitted Liens.

Collateral Documents. (a) The Pledge Each Lender authorizes the Agent to enter into each of the Collateral Documents to which it is a party and Security Agreement to take all action contemplated by such documents. Each Lender agrees that no Holder of Secured Obligations (other than the Agent) shall have the right individually to seek to realize upon the security granted by any Collateral Document, it being understood and Collateral Assignments, upon execution agreed that such rights and delivery thereof remedies may be exercised solely by the parties thereto, will, under the governing law thereof, create in favor of the Agent for the benefit of the Lenders, a legal, valid and enforceable security interest in Holders of Secured Obligations upon the terms of the Collateral described therein to the extent intended to be created therebyDocuments. (b) In the event that any Collateral is hereafter pledged by any Person as collateral security for the Secured Obligations, the Agent is hereby authorized to execute and deliver on behalf of the Holders of Secured Obligations any Loan Documents necessary or appropriate to grant and perfect a Lien on such Collateral in favor of the Agent on behalf of the Holders of Secured Obligations. (c) The Lenders hereby authorize the Agent, at its option and in its discretion, to release any Lien granted to or held by the Agent upon any Collateral (i) when UCC financing statements in upon termination of the appropriate form are filed Aggregate Revolving Loan Commitment and payment and satisfaction of all of the Obligations (other than contingent indemnity obligations and Rate Management Obligations) at any time arising under or in respect of this Agreement or the Loan Documents or the transactions contemplated hereby or thereby; (ii) as permitted by, but only in accordance with, the terms of the applicable Loan Parties Document; or (iii) if approved, authorized or ratified in writing by the offices of secretaries of state of those states specified in paragraph 1(a) Required Lenders, unless such release is required to be approved by all of the Perfection CertificateLenders hereunder. Upon request by the Agent at any time, the Lenders will confirm in writing the Agent's authority to release particular types or items of Collateral pursuant to this Section 10.15. (d) Upon any sale or transfer of assets constituting Collateral which is permitted pursuant to the extent perfection can be obtained terms of any Loan Document, or consented to in writing by filing UCC financing statementsthe Required Lenders or all of the Lenders, as applicable, and upon at least five Business Days' prior written request by the Borrower to the Agent, the Agent shall (and is hereby irrevocably authorized by the Lenders to) execute such documents as may be necessary to evidence the release of the Liens granted to the Agent for the benefit of the Lenders) shall have a fully perfected Lien on, and security interest in all right, title and interest Holders of the relevant Loan Parties in Secured Obligations herein or pursuant hereto upon the Collateral described therein that was sold or transferred; provided, however, that (includingi) the Agent shall not be required to execute any such document on terms which, in the case Agent's opinion, would expose the Agent to liability or create any obligation or entail any consequence other than the release of Intellectual Propertysuch Liens without recourse or warranty, all state trademark registrations, common law trademarks and any applications for the registration of any of the foregoing, but excluding the Collateral described in the following clauses (ii) through such release shall not in any manner discharge, affect or impair the Secured Obligations or any Liens upon (iv)) and, subject to Section 9-315 or obligations of the UCCBorrower or any Subsidiary Guarantor in respect of) all interests retained by the Borrower or any Subsidiary Guarantor, including, without limitation, the proceeds thereof, as security for the Obligations, prior and superior in right to any other person (except for Liens permitted under Section 6.02), (ii) in the case of the Pledged Collateralsale, when the original stock certificates representing the Pledged Collateral are delivered all of which shall continue to the Agent and UCC financing statements in the appropriate form are filed in respect constitute part of the applicable Loan Parties in the offices of secretaries of state of those states specified in paragraph 1(a) of the Perfection Certificate, to the extent perfection can be obtained by the deposit of the original stock certificates and the filing of UCC financing statements, the Agent (for the benefit of the Lenders) shall have a fully perfected Lien on, and security interest in all right, title and interest of the relevant Loan Parties in such Pledged Collateral and, subject to Section 9-315 of the UCC, the proceeds thereof, as security for the Obligations, prior and superior in right to any other person (except for Liens permitted under Section 6.02), (iii) in the case of any deposit or securities accounts included in the Collateral (which, for the avoidance of doubt, excludes Excluded Accounts), to the extent perfection can be obtained by entering into a Control Agreement, when a Control Agreement is entered into with respect to such deposit or securities accounts, the Agent (for the benefit of the Lenders) shall have a fully perfected Lien on, and security interest in all right, title and interest of the applicable Loan Parties in such deposit or securities accounts, as applicable, as security for the Obligations, prior and superior in right to any other person (except for Liens permitted under Section 6.02) and (iv) in the case of United States patent, United States copyright, and United States federal trademark registrations, and applications for the issuance or registration of any of the foregoing upon the recordation of a short-form security agreement in form and substance reasonably satisfactory to the Agent with the United States Patent and Trademark Office, or the United States Copyright Office, as applicable, together with the filing of UCC financing statements (together with any schedules the Agent requests that the Borrower includes to itemize such Intellectual Property included as Collateral) in the appropriate form in respect of the applicable Loan Parties in the offices of secretaries of state of those states specified in paragraph 1(a) of the Perfection Certificate, the Agent (for the benefit of the Lenders) shall have a fully perfected Lien on, and security interest in all right, title and interest of the applicable Loan Parties organized in the United States in such Intellectual Property in which a security interest may be perfected by such filing in the United States, in each case, prior and superior in right to any other Person (except for Liens permitted under Section 6.02 that have priority as a matter of law) (it being understood that subsequent recordings in the United States Patent and Trademark Office or the United States Copyright Office, as applicable, may be necessary to perfect a Lien on patents, patent applications, and trademark and copyright registrations and applications for registration acquired, obtained or initiated by, or granted to, the Loan Parties after the date hereof).

Collateral Documents. (a) The Pledge and Security Agreement and provisions of each of the Collateral Assignments, upon execution and delivery thereof by the parties thereto, will, under the governing law thereof, Documents are effective to create in favor of the Administrative Agent for the benefit of the Lenders, a legal, valid and enforceable security interest in the Collateral described therein to the extent intended to be created thereby. (i) when UCC financing statements in the appropriate form are filed in respect of the applicable Loan Parties in the offices of secretaries of state of those states specified in paragraph 1(a) of the Perfection Certificate, to the extent perfection can be obtained by filing UCC financing statements, the Agent (for the benefit of the Lenders) shall have a fully perfected Lien on, and first priority security interest in all right, title and interest of the relevant Loan Borrower Parties party thereto in the Collateral collateral described therein (including, in the case of Intellectual Property, all state trademark registrations, common law trademarks and any applications for the registration of any of the foregoing, but excluding the Collateral described in the following clauses (ii) through (iv)) andtherein, subject only to Section 9-315 of the UCC, the proceeds thereof, as security for the Obligations, prior and superior in right to any other person (except for Liens permitted under Section 6.02), this Agreement. (iib) in the case of the Pledged Collateral, Each Mortgage when the original stock certificates representing the Pledged Collateral are delivered will be effective to the grant to Administrative Agent and UCC financing statements in the appropriate form are filed in respect of the applicable Loan Parties in the offices of secretaries of state of those states specified in paragraph 1(a) of the Perfection Certificate, to the extent perfection can be obtained by the deposit of the original stock certificates and the filing of UCC financing statements, the Agent (for the benefit of Lenders a legal, valid and enforceable lien on all the Lenders) shall have a fully perfected Lien on, and security interest in all right, title and interest of the relevant Loan Parties mortgagor under such Mortgage in the mortgaged property described therein. When each such Pledged Collateral andMortgage is duly recorded in the offices listed on the schedule to such Mortgage and the mortgage recording fees and taxes in respect thereof are paid and compliance is otherwise had with the formal requirements of state law applicable to the recording of real estate mortgages generally, each such mortgaged property, subject to Section 9-315 of the UCC, the proceeds thereof, encumbrances and exceptions to title set forth therein and any Ordinary Course Liens and except as security for the Obligations, prior and superior in right to any other person (except for Liens permitted under Section 6.02), (iii) noted in the case of any deposit or securities accounts included title policies delivered to Administrative Agent pursuant to Section 4.01, is subject to a legal, valid, enforceable and perfected first priority lien; and when financing statements have been filed in the Collateral (whichoffices specified in such Mortgage, for the avoidance of doubtsuch Mortgage also creates a legal, excludes Excluded Accounts)valid, to the extent perfection can be obtained by entering into a Control Agreement, when a Control Agreement is entered into with respect to such deposit or securities accounts, the Agent (for the benefit of the Lenders) shall have a fully enforceable and perfected Lien first lien on, and security interest in in, all right, title and interest of the applicable Loan Parties Borrower Party under such Mortgage in all personal property and fixtures covered by such deposit or securities accountsMortgage, subject to no other Liens, except the encumbrances and exceptions to title set forth therein as applicable, as security for the Obligations, prior and superior in right to any other person (except for Liens permitted under Section 6.02) and (iv) noted in the case of United States patent, United States copyrighttitle policies delivered to Administrative Agent pursuant to Section 4.01, and United States federal trademark registrations, Ordinary Course Liens. (c) All representations and applications for the issuance or registration warranties of any of the foregoing upon the recordation of a short-form security agreement in form and substance reasonably satisfactory to the Agent with the United States Patent and Trademark Office, or the United States Copyright Office, as applicable, together with the filing of UCC financing statements (together with any schedules the Agent requests that the Borrower includes to itemize such Intellectual Property included as Collateral) Parties contained in the appropriate form in respect of the applicable Loan Parties in the offices of secretaries of state of those states specified in paragraph 1(a) of the Perfection Certificate, the Agent (for the benefit of the Lenders) shall have a fully perfected Lien on, Collateral Documents are true and security interest in all right, title and interest of the applicable Loan Parties organized in the United States in such Intellectual Property in which a security interest may be perfected by such filing in the United States, in each case, prior and superior in right to any other Person (except for Liens permitted under Section 6.02 that have priority as a matter of law) (it being understood that subsequent recordings in the United States Patent and Trademark Office or the United States Copyright Office, as applicable, may be necessary to perfect a Lien on patents, patent applications, and trademark and copyright registrations and applications for registration acquired, obtained or initiated by, or granted to, the Loan Parties after the date hereof)correct.

Collateral Documents. (a) The Pledge and Security Agreement and Any Collateral Assignments, upon execution and Document with respect to a material portion of the Collateral after delivery thereof by the parties theretopursuant to Section 4.01, will6.11, under the governing law thereof, create in favor of the Agent for the benefit of the Lenders, a legal, valid and enforceable security interest in the Collateral described therein 6.13 or pursuant to the extent intended provisions of any Collateral Document for any reason (other than pursuant to the terms hereof or thereof including as a result of a transaction not prohibited under this Agreement) ceases to create, or any Lien purported to be created thereby. (i) when UCC financing statements in the appropriate form are filed in by any Collateral Document with respect to a material portion of the applicable Collateral shall be asserted in writing by any Loan Parties in Party (prior to the offices of secretaries of state of those states specified in paragraph 1(a) satisfaction of the Perfection CertificateTermination Conditions) not to be, to the extent perfection can be obtained by filing UCC financing statements, the Agent (for the benefit of the Lenders) shall have a fully valid and perfected Lien with the priority required by such Collateral Document (or other security purported to be created on the applicable Collateral) on, and security interest in all rightin, title and interest any material portion of the relevant Loan Parties in the Collateral described therein (including, in the case of Intellectual Property, all state trademark registrations, common law trademarks and any applications for the registration of any of the foregoing, but excluding the Collateral described in the following clauses (ii) through (iv)) andpurported to be covered thereby, subject to Section 9-315 of the UCC, the proceeds thereof, as security for the Obligations, prior and superior in right to any other person (except for Liens permitted under Section 6.02)7.01, (ii) in except to the case extent that any such loss of perfection or priority results from the failure of the Pledged CollateralAdministrative Agent or the Collateral Agent (or their respective agents, when designees or bailees in accordance with the original stock certificates representing terms of the Pledged First Lien/Second Lien Intercreditor Agreement and/or any other Intercreditor Agreement) to maintain possession of Collateral are actually delivered to the Collateral Agent (or its agent, designee or bailee pursuant to the First Lien/Second Lien Intercreditor Agreement and/or any other Intercreditor Agreement) and UCC financing statements in pledged under the appropriate form are filed in respect Collateral Documents, to file Uniform Commercial Code amendments relating to a Loan Party’s change of the applicable Loan Parties in the offices name or jurisdiction of secretaries of state of those states specified in paragraph 1(a) of the Perfection Certificate, formation (solely to the extent perfection can be obtained by that the deposit of Borrower provides the original stock certificates Collateral Agent written notice thereof in accordance with the Security Agreement, and the filing of UCC financing statements, Collateral Agent and the Agent (for the benefit of the Lenders) shall Borrower have a fully perfected Lien on, and security interest in all right, title and interest of the relevant Loan Parties in such Pledged Collateral and, subject to Section 9-315 of the UCC, the proceeds thereof, as security for the Obligations, prior and superior in right to any other person (except for Liens permitted under Section 6.02), (iii) in the case of any deposit or securities accounts included in agreed that the Collateral (which, Agent will be responsible for the avoidance filing such amendments) or continuation statements and except as to Collateral consisting of doubt, excludes Excluded Accounts), real property to the extent perfection can be obtained that such losses are covered by entering into a Control Agreement, when a Control Agreement is entered into with respect to lender’s title insurance policy and such deposit or securities accounts, the Agent (for the benefit of the Lenders) shall have a fully perfected Lien on, and security interest in all right, title and interest of the applicable Loan Parties in such deposit or securities accounts, as applicable, as security for the Obligations, prior and superior in right to any other person (except for Liens permitted under Section 6.02) and (iv) in the case of United States patent, United States copyright, and United States federal trademark registrations, and applications for the issuance or registration of any of the foregoing upon the recordation of a short-form security agreement in form and substance reasonably satisfactory to the Agent with the United States Patent and Trademark Office, or the United States Copyright Office, as applicable, together with the filing of UCC financing statements (together with any schedules the Agent requests that the Borrower includes to itemize such Intellectual Property included as Collateral) in the appropriate form in respect of the applicable Loan Parties in the offices of secretaries of state of those states specified in paragraph 1(a) of the Perfection Certificate, the Agent (for the benefit of the Lenders) shall have a fully perfected Lien on, and security interest in all right, title and interest of the applicable Loan Parties organized in the United States in such Intellectual Property in which a security interest may be perfected by such filing in the United States, in each case, prior and superior in right to any other Person (except for Liens permitted under Section 6.02 that have priority as a matter of law) (it being understood that subsequent recordings in the United States Patent and Trademark Office or the United States Copyright Office, as applicable, may be necessary to perfect a Lien on patents, patent applications, and trademark and copyright registrations and applications for registration acquired, obtained or initiated by, or granted to, the Loan Parties after the date hereof).insurer has not denied coverage; or

Collateral Documents. (a) The Pledge Subject to, and Security Agreement upon entry of, the DIP Orders, the DIP Orders and the other Collateral AssignmentsDocuments, upon execution together with such filings and delivery thereof other actions required to be taken hereby or by the parties theretoapplicable Collateral Documents with respect to any Loan Parties that are not SHC Debtors (and subject to the effect of and applicable restrictions under foreign Laws, willrules and regulations as they relate to pledges, under if any, of Equity Interests in Foreign Loan Parties, intercompany Indebtedness owed by Foreign Loan Parties and any Collateral of Foreign Loan Parties, and subject to other perfection requirements specifically set out in the governing law thereofCollateral Documents), are effective to create in favor of the Administrative Agent for the benefit of the LendersSecured Parties, a legal, valid valid, enforceable, non-avoidable and enforceable automatically and fully perfected security interest in the Collateral described therein to and pledged under the extent intended to be created thereby. (i) when UCC financing statements Loan Documents and the DIP Orders, in the appropriate form are filed in respect of the applicable Loan Parties in the offices of secretaries of state of those states specified in paragraph 1(a) of the Perfection Certificateeach case, to the extent perfection can be obtained required by filing UCC financing statementsthe Loan Documents and the DIP Orders, having the priorities set forth in the DIP Orders and subject only to the Carve-Out, Prior Liens and other exceptions set forth in the DIP Orders and the Loan Documents. Upon entry of the DIP Orders, the Administrative Agent (for the benefit of the Lenders) shall have a legal, valid, enforceable, non-avoidable and automatically and fully perfected Lien on, and security interest in all right, title and interest of the relevant Loan Parties in the Collateral described therein (including, in the case of Intellectual Property, all state trademark registrations, common law trademarks and any applications for the registration of any of the foregoing, but excluding the Collateral described in the following clauses (ii) through (iv)) and, subject to Section 9-315 of the UCC, the proceeds thereofSHC Debtors, as security for the Obligations, prior and superior in right to any other person (except for Liens permitted under Section 6.02), (ii) in the case of the Pledged Collateral, when the original stock certificates representing the Pledged Collateral are delivered to the Agent and UCC financing statements in the appropriate form are filed in respect of the applicable Loan Parties in the offices of secretaries of state of those states specified in paragraph 1(a) of the Perfection Certificate, to the extent perfection can be obtained required by the deposit of DIP Orders, having the original stock certificates and the filing of UCC financing statements, the Agent (for the benefit of the Lenders) shall have a fully perfected Lien on, and security interest in all right, title and interest of the relevant Loan Parties in such Pledged Collateral and, subject to Section 9-315 of the UCC, the proceeds thereof, as security for the Obligations, prior and superior in right to any other person (except for Liens permitted under Section 6.02), (iii) priorities set forth in the case of any deposit or securities accounts included DIP Orders and subject only to the Carve-Out, Prior Liens and other exceptions set forth in the Collateral DIP Orders. (which, for the avoidance of doubt, excludes Excluded Accounts), b) Pursuant to and to the extent perfection can be obtained by entering into a Control Agreement, when a Control Agreement is entered into with respect to such deposit or securities accounts, the Agent (for the benefit of the Lenders) shall have a fully perfected Lien on, and security interest in all right, title and interest of the applicable Loan Parties in such deposit or securities accounts, as applicable, as security for the Obligations, prior and superior in right to any other person (except for Liens permitted under Section 6.02) and (iv) provided in the case of United States patentDIP Orders, United States copyright, and United States federal trademark registrations, and applications for the issuance no filing or registration of any of the foregoing upon the recordation of a short-form security agreement in form and substance reasonably satisfactory to the Agent with the United States Patent and Trademark Office, or the United States Copyright Office, as applicable, together with the filing of UCC financing statements (together with any schedules the Agent requests that the Borrower includes to itemize such Intellectual Property included as Collateral) in the appropriate form in respect of the applicable Loan Parties in the offices of secretaries of state of those states specified in paragraph 1(a) of the Perfection Certificate, the Agent (for the benefit of the Lenders) shall have a fully perfected Lien on, and security interest in all right, title and interest of the applicable Loan Parties organized in the United States in such Intellectual Property in which a security interest may be perfected by such filing in the United States, in each case, prior and superior in right to any other Person (except for Liens permitted under Section 6.02 that have priority as a matter of law) (it being understood that subsequent recordings in the United States Patent and Trademark Office or the United States Copyright Office, as applicable, may action will be necessary to perfect a Lien on patents, patent applications, or protect such Liens and trademark security interests. (c) Pursuant to and copyright registrations and applications for registration acquired, obtained or initiated by, or granted toto the extent provided in the DIP Orders, the Loan Parties after Obligations of the date hereof)OpCo Debtors under this Agreement will constitute allowed superpriority administrative expense claims in the Chapter 11 Cases under section 364(c) of the Bankruptcy Code, having priority over all administrative expense claims and unsecured claims against such OpCo Debtors now existing or hereafter arising, of any kind whatsoever, including, without limitation, all administrative expense claims of the kind specified in sections 503(b) and 507(b) of the Bankruptcy Code on a joint and several basis and all superpriority administrative expense claims granted to any other Person, subject only to the Carve-Out and other exceptions set forth in the DIP Orders, which claims shall have recourse to all of the OpCo Debtors’ assets.

Collateral Documents. The Administrative Agent shall have received: (a) The the Pledge and Security Agreement, dated as of the Closing Date, duly executed and delivered by an Authorized Officer of the Parent, the Borrower and each Subsidiary Guarantor together with (i) the certificates evidencing all of the issued and outstanding shares of Capital Securities pledged pursuant to the Pledge and Security Agreement, which certificates in each case shall be accompanied by undated instruments of transfer duly executed in blank, or, if any such shares of Capital Securities pledged pursuant to the Pledge and Security Agreement are uncertificated securities, the Collateral Trustee shall have obtained "control" (as defined in the UCC) over such shares of Capital Securities) and such other instruments and documents as shall be necessary in the reasonable opinion of the Administrative Agent under applicable law to perfect (subject to certain Permitted Liens) the first priority security interest of the Collateral AssignmentsTrustee in such shares of Capital Securities; (ii) executed copies of UCC financing statements (Form UCC-1) naming each such Obligor executing the Pledge and Security Agreement as a debtor and the Collateral Trustee as the secured party, upon execution or other similar instruments or documents to be filed under the UCC of all jurisdictions as may be necessary in the reasonable opinion of the Administrative Agent and delivery thereof its counsel, to perfect the security interests of the Collateral Trustee pursuant to the Pledge and Security Agreement; and (iii) certified copies of UCC Requests for Information or Copies (Form UCC-11), or a similar search report certified by a party reasonably acceptable to the Administrative Agent, dated a date reasonably near to the Closing Date, listing effective financing statements which name such Obligor (under its present name and certain of its previous names) as the debtor and which are filed in certain of the jurisdictions in which filings are to be made pursuant to clause (ii) above, together with copies of such financing statements; and (b) counterparts of a Mortgage, dated as of the Closing Date, encumbering each Mortgaged Property and duly executed by the parties theretorespective Obligor holding a fee interest in such Mortgaged Property, willin form for recording in the recording office of each political subdivision where such Mortgaged Property is located, under together with (i) evidence of the governing law thereofcompletion (or satisfactory arrangements for the completion) of all recordings and filings of such Mortgage as may be necessary or, in the reasonable opinion of the Administrative Agent or Collateral Trustee, desirable effectively to create a valid, perfected first priority Lien, subject to Permitted Liens, against the Mortgaged Property purported to be covered thereby; (ii) evidence of the payment of (or satisfactory arrangements for the payment of) all Title Policy premiums, search and examination charges and related charges, mortgage recording taxes, fees, costs and expenses of filing of each Mortgage as may be necessary in the reasonable opinion of the Administrative Agent, to create a valid, perfected first priority Lien against the Mortgaged Property identified in such Mortgage, subject only to Permitted Liens; (iii) with respect to each Mortgage, a mortgagee's title insurance policy or signed commitment to issue such policy in favor of the Collateral Trustee, as mortgagee for the ratable benefit of the Secured Parties, in an amount equal to 105% of the fair market value of the Mortgaged Property, and in form and substance and issued by insurers, in each case reasonably satisfactory to the Administrative Agent, with respect to the property purported to be covered by such Mortgage, insuring that title to such property is marketable and that the interest created by the Mortgage constitutes a valid first priority perfected Lien on the Mortgaged Property and fixtures described therein free and clear of all defects and encumbrances, other than Permitted Liens, such policy to include, to the extent available, a revolving credit endorsement, comprehensive endorsement, variable rate endorsement, first loss, last dollar, survey, contiguity, doing business, access and utilities endorsements, mechanic's lien endorsement, and such other endorsements as the Administrative Agent shall reasonably request, and such policy to be accompanied by evidence of the payment in full of all premiums thereon (such policy, the "Title Policy"); (iv) with respect to each Mortgage, such UCC financing statements as may be necessary to perfect the Lien of the Collateral Trustee, for the benefit of the Lenders, a legal, valid and enforceable security interest Secured Parties (as defined in the Collateral described therein Trust Agreement) on the fixtures granted in such Mortgage; (v) opinions of counsel to the extent intended Obligors in each jurisdiction set forth in Item 5.1.9(c) of the Disclosure Schedule where a Mortgaged Property is located, in each case in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent; (vi) a Survey with respect to each Mortgaged Property; (vii) such other affidavits, certificates, approvals, opinions or documents as the Administrative Agent may reasonably request; and (c) the Collateral Trust Agreement, dated as of the Closing Date, duly executed and delivered by each Person party thereto. The Administrative Agent and its counsel shall be created thereby. reasonably satisfied that (i) when UCC financing statements in the appropriate form are filed in respect of the applicable Loan Parties in the offices of secretaries of state of those states specified in paragraph 1(a) of the Perfection Certificate, Lien granted to the extent perfection can be obtained by filing UCC financing statementsCollateral Trustee, the Agent (for the benefit of the Lenders) shall have a fully perfected Lien on, and security interest in all right, title and interest of the relevant Loan Secured Parties (as defined in the Collateral described therein (includingTrust Agreement), in the case of Intellectual PropertyCollateral (subject to certain Permitted Liens) is a first priority (or local equivalent thereof) security interest, all state trademark registrations, common law trademarks and any applications for the registration of (ii) no Lien exists on any of the foregoing, but excluding Collateral (as defined in the Pledge and Security Agreement) other than Permitted Liens and the Lien created in favor of the Collateral described in the following clauses (ii) through (iv)) andTrustee, subject to Section 9-315 of the UCC, the proceeds thereof, as security for the Obligations, prior and superior in right to any other person (except for Liens permitted under Section 6.02), (ii) in the case of the Pledged Collateral, when the original stock certificates representing the Pledged Collateral are delivered to the Agent and UCC financing statements in the appropriate form are filed in respect of the applicable Loan Parties in the offices of secretaries of state of those states specified in paragraph 1(a) of the Perfection Certificate, to the extent perfection can be obtained by the deposit of the original stock certificates and the filing of UCC financing statements, the Agent (for the benefit of the Lenders) shall have a fully perfected Lien on, and security interest in all right, title and interest of the relevant Loan Secured Parties in such Pledged Collateral and, subject to Section 9-315 of the UCC, the proceeds thereof, (as security for the Obligations, prior and superior in right to any other person (except for Liens permitted under Section 6.02), (iii) in the case of any deposit or securities accounts included defined in the Collateral (which, for the avoidance of doubt, excludes Excluded AccountsTrust Agreement), pursuant to the extent perfection can be obtained by entering into a Control Agreement, when a Control Agreement is entered into with respect to such deposit or securities accounts, the Agent (for the benefit of the Lenders) shall have a fully perfected Lien on, and security interest in all right, title and interest of the applicable Loan Parties in such deposit or securities accounts, as applicable, as security for the Obligations, prior and superior in right to any other person (except for Liens permitted under Section 6.02) and (iv) in the case of United States patent, United States copyright, and United States federal trademark registrations, and applications for the issuance or registration of any of the foregoing upon the recordation of a short-form security agreement in form and substance reasonably satisfactory to the Agent with the United States Patent and Trademark Office, or the United States Copyright Office, as applicable, together with the filing of UCC financing statements (together with any schedules the Agent requests that the Borrower includes to itemize such Intellectual Property included as Collateral) in the appropriate form in respect of the applicable Loan Parties in the offices of secretaries of state of those states specified in paragraph 1(a) of the Perfection Certificate, the Agent (for the benefit of the Lenders) shall have a fully perfected Lien on, and security interest in all right, title and interest of the applicable Loan Parties organized in the United States in such Intellectual Property in which a security interest may be perfected by such filing in the United States, in each case, prior and superior in right to any other Person (except for Liens permitted under Section 6.02 that have priority as a matter of law) (it being understood that subsequent recordings in the United States Patent and Trademark Office or the United States Copyright Office, as applicable, may be necessary to perfect a Lien on patents, patent applications, and trademark and copyright registrations and applications for registration acquired, obtained or initiated by, or granted to, the Loan Parties after the date hereof)Document.

Collateral Documents. (a) The Pledge and Security Agreement and provisions of each of the Collateral Assignments, upon execution and delivery thereof by the parties thereto, will, under the governing law thereof, Documents are effective to create in favor of the Agent for the benefit of the Lenders, a legal, valid and enforceable first priority (subject only to the security interest in the Collateral described therein to the extent intended to be created thereby. (i) when UCC financing statements in the appropriate form are filed in respect of the applicable Loan Parties in the offices of secretaries of state of those states specified in paragraph 1(a) of the Perfection Certificate, to the extent perfection can be obtained by filing UCC financing statements, the Agent (BofA as agent for the benefit of lenders under the LendersExisting Credit Agreement) shall have a fully perfected Lien on, and security interest in all right, title and interest of the relevant each Loan Parties Party and its Subsidiaries in the Collateral collateral described therein (including, therein; and financing statements have been filed in the case of Intellectual Property, all state trademark registrations, common law trademarks and any applications for the registration of any appropriate offices of the foregoing, but excluding the Collateral described in the following clauses State of Nevada. (iib) through (iv)) and, subject The Deed of Trust and each other Mortgage when delivered will be effective to Section 9-315 of the UCC, the proceeds thereof, as security for the Obligations, prior and superior in right to any other person (except for Liens permitted under Section 6.02), (ii) in the case of the Pledged Collateral, when the original stock certificates representing the Pledged Collateral are delivered grant to the Agent and UCC financing statements in the appropriate form are filed in respect of the applicable Loan Parties in the offices of secretaries of state of those states specified in paragraph 1(a) of the Perfection Certificate, to the extent perfection can be obtained by the deposit of the original stock certificates and the filing of UCC financing statements, the Agent (for the benefit of the LendersLenders a legal, valid and enforceable deed of trust lien on all the right, title and interest of the mortgagor under the Deed of Trust or such Mortgage in the mortgaged Property described therein. When the Deed of Trust or each such other Mortgage is duly recorded in ▇▇▇▇▇ County, Nevada and the mortgage recording fees and taxes in respect thereof are paid and compliance is otherwise had with the formal requirements of state law applicable to the recording of real estate mortgages generally, each such mortgaged Property, subject to the encumbrances and exceptions to title set forth therein and except as noted in the title policies delivered to the Agent pursuant to Section 4.01 is subject to a legal, valid, enforceable and perfected first priority deed of trust (subject to the priority of the deed of trust in favor of BofA as agent for the lenders under the Existing Credit Agreement); and when financing statements have been filed in ▇▇▇▇▇ County, Nevada, such Mortgage also creates a legal, valid, enforceable and perfected first lien (subject, as to priority, only to the lien of BofA as agent for the lenders under the Existing Credit Agreement) shall have a fully perfected Lien on, and security interest in in, all right, title and interest of each Loan Party or such Subsidiary under the relevant Loan Parties Deed of Trust or such other Mortgage in all personal property and fixtures which is covered by such Pledged Collateral andMortgage, subject to no other Liens, except the encumbrances and exceptions to title set forth therein and except as noted in the title policies delivered to the Agent pursuant to Section 9-315 4.01, and Permitted Liens. (c) All representations and warranties of each Loan Party, of any of its Subsidiaries and of the UCC, the proceeds thereof, as security for the Obligations, prior and superior in right to any other person (except for Liens permitted under Section 6.02), (iii) in the case of any deposit or securities accounts included Parent contained in the Collateral (which, for the avoidance of doubt, excludes Excluded Accounts), to the extent perfection can be obtained by entering into a Control Agreement, when a Control Agreement is entered into with respect to such deposit Documents or securities accounts, the Agent (for the benefit of the Lenders) shall have a fully perfected Lien on, in any Guaranty or any Parent Collateral Document are true and security interest in all right, title and interest of the applicable Loan Parties in such deposit or securities accounts, as applicable, as security for the Obligations, prior and superior in right to any other person (except for Liens permitted under Section 6.02) and (iv) in the case of United States patent, United States copyright, and United States federal trademark registrations, and applications for the issuance or registration of any of the foregoing upon the recordation of a short-form security agreement in form and substance reasonably satisfactory to the Agent with the United States Patent and Trademark Office, or the United States Copyright Office, as applicable, together with the filing of UCC financing statements (together with any schedules the Agent requests that the Borrower includes to itemize such Intellectual Property included as Collateral) in the appropriate form in respect of the applicable Loan Parties in the offices of secretaries of state of those states specified in paragraph 1(a) of the Perfection Certificate, the Agent (for the benefit of the Lenders) shall have a fully perfected Lien on, and security interest in all right, title and interest of the applicable Loan Parties organized in the United States in such Intellectual Property in which a security interest may be perfected by such filing in the United States, in each case, prior and superior in right to any other Person (except for Liens permitted under Section 6.02 that have priority as a matter of law) (it being understood that subsequent recordings in the United States Patent and Trademark Office or the United States Copyright Office, as applicable, may be necessary to perfect a Lien on patents, patent applications, and trademark and copyright registrations and applications for registration acquired, obtained or initiated by, or granted to, the Loan Parties after the date hereof)correct.

Collateral Documents. On and after the Amendment and Restatement Effective Date: (a) The Pledge and Security Agreement and Collateral Assignments, upon execution and delivery thereof by the parties thereto, will, under the governing law thereof, is effective to create in favor of the Administrative Agent for the benefit of the LendersSecured Parties, a legal, valid and enforceable security interest in the Collateral described therein to the extent intended to be created thereby. (i) when UCC financing statements in the appropriate form are filed in respect of the applicable Loan Parties in the offices of secretaries of state of those states specified in paragraph 1(a) of the Perfection Certificate, to the extent perfection can be obtained by filing UCC financing statements, the Agent (for the benefit of the Lenders) shall have a fully perfected Lien Liens on, and security interests in, the Collateral and, so long as (i) financing statements and other filings in appropriate form continue to be filed in the offices specified on Schedule 5 to the Perfection Certificate (which term, for the purposes of this Section 5.21(a), shall be deemed to mean the Perfection Certificate as most recently updated or supplemented pursuant to this Agreement or another Loan Document) and (ii) the Administrative Agent shall be in possession or control of the Collateral with respect to which a security interest in may be perfected only by possession or control (which possession or control shall be or have been given to the Administrative Agent to the extent possession or control by the Administrative Agent is required by the Security Agreement), the Liens created by the Security Agreement shall constitute (or shall continue to constitute) first priority (subject to Liens permitted under the Loan Documents), fully perfected Liens on, and security interests in, all right, title and interest of the grantors in the Collateral (other than such Collateral in which a security interest (A) cannot be perfected under the UCC as in effect at the relevant time in the relevant jurisdiction by such filings or by possession or control, as the case may be, or (B) is not required to be perfected pursuant to this Agreement or any other Loan Document), in each case subject to no Liens other than Liens permitted under the Loan Documents. (b) When the Security Agreement or a short form thereof is filed (or continues to be filed) in the United States Patent and Trademark Office and the United States Copyright Office and the filings referred to in clause (i) of Section 5.21(a) are made (or continue) as provided in such clause, the Liens created by such Security Agreement shall constitute (or shall continue to constitute) first priority (subject to Liens permitted under the Loan Documents), fully perfected Liens on, and security interests in, all right, title and interest of the grantors thereunder in Patents (as defined in the Security Agreement) registered or applied for with the United States Patent and Trademark Office or Copyrights (as defined in such Security Agreement) registered or applied for with the United States Copyright Office, as the case may be, in each case subject to no Liens other than Liens permitted under the Loan Documents. (c) Each Collateral Document delivered pursuant to Sections 6.17 and 6.18 will, upon execution and delivery thereof, be effective to create in favor of the Administrative Agent, for the benefit of the Secured Parties, legal, valid and enforceable Liens on, and security interests in, all of the Loan Parties’ right, title and interest in and to the Collateral thereunder, and (i) when all appropriate filings or recordings are made in the appropriate offices as may be required under applicable law and (ii) upon the taking of possession or control by the Administrative Agent of such Collateral with respect to which a security interest may be perfected only by possession or control (which possession or control shall be given to the Administrative Agent to the extent required by any Collateral Document or is not required to be perfected pursuant to this Agreement or any other Loan Document), such Collateral Document will constitute first priority (subject to Liens permitted under the Loan Documents), fully perfected Liens on, and security interests in, all right, title and interest of the Loan Parties in such Collateral, in each case subject to no Liens other than the Liens permitted under the Loan Documents. (d) Each Mortgage executed and delivered after the Amendment and Restatement Effective Date in accordance with the provisions of Sections 6.17 and 6.18 will be, upon execution and delivery thereof, effective to create, in favor of the Administrative Agent, for its benefit and the benefit of the Secured Parties, legal, valid and enforceable Liens on, and security interests in, all of the Loan Parties’ right, title and interest in and to the Mortgaged Properties thereunder, subject only to (x) on the date of such Mortgage, Permitted Encumbrances and (y) after the date of such Mortgage, Liens permitted by Section 7.01, and when any Mortgage executed and delivered after the Amendment and Restatement Effective Date in accordance with the provisions of Sections 6.17 and 6.18 is filed in the offices specified in the local counsel opinion delivered with respect thereto in accordance with the provisions of Sections 6.17 and 6.18, the Mortgages shall constitute fully perfected Liens on, and security interests in, all right, title and interest of the Loan Parties in the Collateral described therein (includingMortgaged Properties, in the each case of Intellectual Property, all state trademark registrations, common law trademarks and any applications for the registration of any of the foregoing, but excluding the Collateral described in the following clauses (ii) through (iv)) and, subject to Section 9-315 of the UCC, the proceeds thereof, as security for the Obligations, prior and superior in right to any other person Lien, other than (except for x) on the date of such Mortgage, Permitted Encumbrances and (y) after the date of such Mortgage, Liens permitted under by Section 6.02), (ii) in the case 7.01. All written information provided by or on behalf of the Pledged Collateral, when the original stock certificates representing the Pledged Collateral are delivered Borrower to the Administrative Agent and UCC financing statements in the appropriate form are filed in any Lender with respect of the applicable Loan Parties in the offices of secretaries of state of those states specified in paragraph 1(a) of the Perfection Certificate, to the extent perfection can be obtained by the deposit of the original stock certificates and the filing of UCC financing statements, the Agent (for the benefit of the Lenders) shall have a fully perfected Lien on, and security interest in all right, title and interest of the relevant Loan Parties in such Pledged Collateral and, each Mortgaged Property is subject to Section 9-315 of the UCC, the proceeds thereof, as security for the Obligations, prior and superior in right to any other person (except for Liens permitted under Section 6.02), (iii) in the case of any deposit or securities accounts included in the Collateral (which, for the avoidance of doubt, excludes Excluded Accounts), to the extent perfection can be obtained by entering into a Control Agreement, when a Control Agreement is entered into with respect to such deposit or securities accounts, the Agent (for the benefit of the Lenders) shall have a fully perfected Lien on, and security interest in all right, title and interest of the applicable Loan Parties in such deposit or securities accounts, as applicable, as security for the Obligations, prior and superior in right to any other person (except for Liens permitted under Section 6.02) and (iv) in the case of United States patent, United States copyright, and United States federal trademark registrations, and applications for the issuance or registration of any of the foregoing upon the recordation of a short-form security agreement in form and substance reasonably satisfactory to the Agent with the United States Patent and Trademark Office, or the United States Copyright Office, as applicable, together with the filing of UCC financing statements (together with any schedules the Agent requests that the Borrower includes to itemize such Intellectual Property included as Collateral) in the appropriate form in respect of the applicable Loan Parties in the offices of secretaries of state of those states specified in paragraph 1(a) of the Perfection Certificate, the Agent (for the benefit of the Lenders) shall have a fully perfected Lien on, and security interest in all right, title and interest of the applicable Loan Parties organized in the United States in such Intellectual Property in which a security interest may be perfected by such filing in the United States, in each case, prior and superior in right to any other Person (except for Liens permitted under Section 6.02 that have priority as a matter of law) (it being understood that subsequent recordings in the United States Patent and Trademark Office or the United States Copyright Office, as applicable, may be necessary to perfect a Lien on patents, patent applications, and trademark and copyright registrations and applications for registration acquired, obtained or initiated by, or granted to, the Loan Parties after the date 5.15 hereof).

Collateral Documents. (ai) The Pledge and Security Agreement and Any Collateral Assignments, upon execution and Document after delivery thereof by pursuant to Section 4.01, Section 6.11 or Section 6.13 shall for any reason (other than pursuant to the parties thereto, will, terms hereof or thereof including as a result of a transaction not prohibited under the governing law thereofLoan Documents) cease to create, create in favor of the Agent for the benefit of the Lenders, a legal, valid and enforceable security interest in the Collateral described therein to the extent intended or any Lien purported to be created thereby. (i) when UCC financing statements by any Collateral Document shall be asserted in the appropriate form are filed in respect of the applicable writing by any Loan Parties in the offices of secretaries of state of those states specified in paragraph 1(a) of the Perfection CertificateParty not to be, to the extent perfection can be obtained by filing UCC financing statements, the Agent (for the benefit of the Lenders) shall have a fully valid and perfected Lien on, with the priority required by the Collateral Document on and security interest in all right, title and interest any material portion of the relevant Loan Parties in the Collateral described therein (including, in the case of Intellectual Property, all state trademark registrations, common law trademarks and any applications for the registration of any of the foregoing, but excluding the Collateral described in the following clauses (ii) through (iv)) andpurported to be covered thereby, subject to Section 9-315 of the UCC, the proceeds thereof, as security for the Obligations, prior and superior in right to any other person (except for Liens permitted under Section 6.02)7.01, except to the extent that any such loss of perfection or priority is not required pursuant to the Guarantee and Security Principles, the Collateral and Guarantee Requirement or results from the failure of the Administrative Agent or the Collateral Agent to maintain possession or control of Collateral actually delivered to it and pledged under the Collateral Documents or to file Uniform Commercial Code amendments relating to a Loan Party’s change of name or jurisdiction of formation (solely to the extent that the Borrower Representative provides the Collateral Agent written notice thereof in accordance with the Loan Documents, and the Collateral Agent and the Borrower Representative have agreed that the Collateral Agent will be responsible for filing such amendments) and continuation statements and except as to Collateral consisting of real property to the extent that such losses are covered by a lender’s title insurance policy and such insurer has not denied coverage, or (ii) in the case of the Pledged Collateral, when the original stock certificates representing the Pledged Collateral are delivered to the Agent and UCC financing statements in the appropriate form are filed in respect of the applicable Loan Parties in the offices of secretaries of state of those states specified in paragraph 1(a) of the Perfection Certificate, to the extent perfection can be obtained by the deposit of the original stock certificates and the filing of UCC financing statements, the Agent (for the benefit of the Lenders) shall have a fully perfected Lien on, and security interest in all right, title and interest of the relevant Loan Parties in such Pledged Collateral and, subject to Section 9-315 of the UCC, the proceeds thereof, as security for the Obligations, prior and superior in right to any other person (except for Liens permitted under Section 6.02), (iii) in the case of any deposit or securities accounts included in the Collateral (which, for the avoidance of doubt, excludes Excluded Accounts), to the extent perfection can be obtained by entering into a Control Agreement, when a Control Agreement is entered into with respect to such deposit or securities accounts, the Agent (for the benefit of the Lenders) shall have a fully perfected Lien on, and security interest in all right, title and interest of the applicable Loan Parties in such deposit or securities accounts, as applicable, as security for the Obligations, prior and superior in right to any other person (except for Liens permitted under Section 6.02) and (iv) in the case of United States patent, United States copyright, and United States federal trademark registrations, and applications for the issuance or registration of any of the foregoing upon Equity Interests of the recordation Borrowers ceasing to be pledged pursuant to a Security Agreement (other than pursuant to the terms hereof, including as a result of a short-form security agreement in form and substance reasonably satisfactory transaction not prohibited under the Loan Documents, or pursuant to the Agent with the United States Patent and Trademark Office, or the United States Copyright Office, as applicable, together with the filing terms of UCC financing statements (together with any schedules the Agent requests that the Borrower includes to itemize such Intellectual Property included as CollateralCollateral Document) in the appropriate form in respect free of the applicable Loan Parties in the offices of secretaries of state of those states specified in paragraph 1(a) of the Perfection Certificate, the Agent (for the benefit of the Lenders) shall have a fully perfected Lien on, and security interest in all right, title and interest of the applicable Loan Parties organized in the United States in such Intellectual Property in which a security interest may be perfected by such filing in the United States, in each case, prior and superior in right to any Liens other Person (except for Liens permitted under Section 6.02 that have priority as a matter of law) (it being understood that subsequent recordings in the United States Patent and Trademark Office or the United States Copyright Office, as applicable, may be necessary to perfect a Lien on patents, patent applications, and trademark and copyright registrations and applications for registration acquired, obtained or initiated by, or granted to, the Loan Parties after the date hereof).than Permitted Liens;

Collateral Documents. (a) The Pledge Each Lender authorizes the Agent to enter into each of the Collateral Documents to which it is a party and Security Agreement to take all action contemplated by such documents. Each Lender agrees that no Holder of Secured Obligations (other than the Agent) shall have the right individually to seek to realize upon the security granted by any Collateral Document, it being understood and Collateral Assignments, upon execution agreed that such rights and delivery thereof remedies may be exercised solely by the parties thereto, will, under the governing law thereof, create in favor of the Agent for the benefit of the Lenders, a legal, valid and enforceable security interest in Holders of Secured Obligations upon the terms of the Collateral described therein to the extent intended to be created therebyDocuments. (b) In the event that any Collateral is hereafter pledged by any Person as collateral security for the Secured Obligations, the Agent is hereby authorized to execute and deliver on behalf of the Holders of Secured Obligations any Loan Documents necessary or appropriate to grant and perfect a Lien on such Collateral in favor of the Agent on behalf of the Holders of Secured Obligations. (c) The Lenders hereby authorize the Agent, at its option and in its discretion, to release any Lien granted to or held by the Agent upon any Collateral (i) when UCC financing statements in upon termination of the appropriate form are filed Aggregate Revolving Loan Commitment and payment and satisfaction of all of the Obligations (other than contingent indemnity obligations and Rate Management Obligations) at any time arising under or in respect of this Agreement or the Loan Documents or the transactions contemplated hereby or thereby; (ii) as permitted by, but only in accordance with, the terms of the applicable Loan Parties Document; or (iii) if approved, authorized or ratified in writing by the offices of secretaries of state of those states specified in paragraph 1(a) Required Lenders, unless such release is required to be approved by all of the Perfection CertificateLenders hereunder. Upon request by the Agent at any time, the Lenders will confirm in writing the Agent’s authority to release particular types or items of Collateral pursuant to this Section 10.15. (d) Upon any sale or transfer of assets constituting Collateral which is permitted pursuant to the extent perfection can be obtained terms of any Loan Document, or consented to in writing by filing UCC financing statementsthe Required Lenders or all of the Lenders, as applicable, and upon at least five (5) Business Days’ prior written request by the Borrower to the Agent, the Agent shall (and is hereby irrevocably authorized by the Lenders to) execute such documents as may be necessary to evidence the release of the Liens granted to the Agent for the benefit of the Lenders) shall have a fully perfected Lien on, and security interest in all right, title and interest Holders of the relevant Loan Parties in Secured Obligations herein or pursuant hereto upon the Collateral described therein that was sold or transferred; provided, however, that (includingi) the Agent shall not be required to execute any such document on terms which, in the case Agent’s opinion, would expose the Agent to liability or create any obligation or entail any consequence other than the release of Intellectual Propertysuch Liens without recourse or warranty, all state trademark registrations, common law trademarks and any applications for the registration of any of the foregoing, but excluding the Collateral described in the following clauses (ii) through such release shall not in any manner discharge, affect or impair the Secured Obligations or any Liens upon (iv)) and, subject to Section 9-315 or obligations of the UCCBorrower or any Subsidiary Guarantor in respect of) all interests retained by the Borrower or any Subsidiary Guarantor, including, without limitation, the proceeds thereof, as security for the Obligations, prior and superior in right to any other person (except for Liens permitted under Section 6.02), (ii) in the case of the Pledged Collateralsale, when the original stock certificates representing the Pledged Collateral are delivered all of which shall continue to the Agent and UCC financing statements in the appropriate form are filed in respect constitute part of the applicable Loan Parties in the offices of secretaries of state of those states specified in paragraph 1(a) of the Perfection Certificate, to the extent perfection can be obtained by the deposit of the original stock certificates and the filing of UCC financing statements, the Agent (for the benefit of the Lenders) shall have a fully perfected Lien on, and security interest in all right, title and interest of the relevant Loan Parties in such Pledged Collateral and, subject to Section 9-315 of the UCC, the proceeds thereof, as security for the Obligations, prior and superior in right to any other person (except for Liens permitted under Section 6.02), (iii) in the case of any deposit or securities accounts included in the Collateral (which, for the avoidance of doubt, excludes Excluded Accounts), to the extent perfection can be obtained by entering into a Control Agreement, when a Control Agreement is entered into with respect to such deposit or securities accounts, the Agent (for the benefit of the Lenders) shall have a fully perfected Lien on, and security interest in all right, title and interest of the applicable Loan Parties in such deposit or securities accounts, as applicable, as security for the Obligations, prior and superior in right to any other person (except for Liens permitted under Section 6.02) and (iv) in the case of United States patent, United States copyright, and United States federal trademark registrations, and applications for the issuance or registration of any of the foregoing upon the recordation of a short-form security agreement in form and substance reasonably satisfactory to the Agent with the United States Patent and Trademark Office, or the United States Copyright Office, as applicable, together with the filing of UCC financing statements (together with any schedules the Agent requests that the Borrower includes to itemize such Intellectual Property included as Collateral) in the appropriate form in respect of the applicable Loan Parties in the offices of secretaries of state of those states specified in paragraph 1(a) of the Perfection Certificate, the Agent (for the benefit of the Lenders) shall have a fully perfected Lien on, and security interest in all right, title and interest of the applicable Loan Parties organized in the United States in such Intellectual Property in which a security interest may be perfected by such filing in the United States, in each case, prior and superior in right to any other Person (except for Liens permitted under Section 6.02 that have priority as a matter of law) (it being understood that subsequent recordings in the United States Patent and Trademark Office or the United States Copyright Office, as applicable, may be necessary to perfect a Lien on patents, patent applications, and trademark and copyright registrations and applications for registration acquired, obtained or initiated by, or granted to, the Loan Parties after the date hereof).

Collateral Documents. (a) The Pledge and Security Agreement and Collateral Assignments, upon Upon execution and delivery thereof by the parties thereto, will, under each of the governing law thereof, Pledge Agreements will be effective to create in favor of the Agent Administrative Agent, for the ratable benefit of the Lenders, a legal, valid and enforceable security interest in the Collateral pledged stock described therein and, when stock certificates representing or constituting the pledged stock described in each of the Pledge Agreements are delivered to the extent intended to be created thereby. (i) when UCC financing statements in the appropriate form are filed in respect of the applicable Loan Parties in the offices of secretaries of state of those states specified in paragraph 1(a) of the Perfection CertificateAdministrative Agent, to the extent perfection can be obtained by filing UCC financing statements, the Agent (for the benefit of the Lenders) such security interest shall have constitute a fully perfected Lien first lien on, and security interest in, all described therein. (b) Upon execution and delivery thereof by the parties thereto, each of the Security Agreements will be effective to create in favor of the Administrative Agent, for the ratable benefit of the Lenders, a legal, valid and enforceable security interest in the collateral described therein, and Uniform Commercial Code financing statements have been filed in each of the jurisdictions listed on Schedule 6.15(b), or arrangements have been made for such filing in such jurisdictions, and upon such filing, and upon the taking of possession by the Administrative Agent of any such collateral the security interests in which may be perfected only by possession, such security -76- 83 interests will, subject to the existence of Permitted Liens, constitute perfected first priority liens on, and security interests in, all right, title and interest of the relevant Loan Parties debtor party thereto in the Collateral collateral described therein, except to the extent that a security interest cannot be perfected therein by the filing of a financing statement or the taking of possession under the Uniform Commercial Code of the relevant jurisdiction. (includingc) Upon execution and delivery thereof by the Company, each Mort- ▇▇▇▇ ▇▇▇l be effective to create in favor of the Administrative Agent, for the ratable benefit of the Lenders, a legal, valid and enforceable security interest in the collateral described therein, and upon recording the Mortgages in the jurisdictions listed on Schedule 6.13 (or, in the case of Intellectual Propertya Mortgage delivered pursuant to subsection 8.9, all state trademark registrationsthe jurisdiction in which the property covered by such Mortgage is located), common law trademarks and any applications for the registration of any of the foregoing, but excluding the Collateral described in the following clauses (ii) through (iv)) andsuch security interests will, subject to Section 9-315 the existence of the UCCPermitted Liens, the proceeds thereof, as security for the Obligations, prior and superior in right to any other person (except for Liens permitted under Section 6.02), (ii) in the case of the Pledged Collateral, when the original stock certificates representing the Pledged Collateral are delivered to the Agent and UCC financing statements in the appropriate form are filed in respect of the applicable Loan Parties in the offices of secretaries of state of those states specified in paragraph 1(a) of the Perfection Certificate, to the extent perfection can be obtained by the deposit of the original stock certificates and the filing of UCC financing statements, the Agent (for the benefit of the Lenders) shall have a fully perfected Lien constitute first liens on, and perfected security interest in interests in, all rightrights, title and interest of the relevant Loan Parties in such Pledged Collateral and, subject to Section 9-315 of the UCC, the proceeds thereof, as security for the Obligations, prior and superior in right to any other person (except for Liens permitted under Section 6.02), (iii) debtor party thereto in the case of any deposit or securities accounts included in the Collateral (which, for the avoidance of doubt, excludes Excluded Accounts), to the extent perfection can be obtained by entering into a Control Agreement, when a Control Agreement is entered into with respect to such deposit or securities accounts, the Agent (for the benefit of the Lenders) shall have a fully perfected Lien on, and security interest in all right, title and interest of the applicable Loan Parties in such deposit or securities accounts, as applicable, as security for the Obligations, prior and superior in right to any other person (except for Liens permitted under Section 6.02) and (iv) in the case of United States patent, United States copyright, and United States federal trademark registrations, and applications for the issuance or registration of any of the foregoing upon the recordation of a short-form security agreement in form and substance reasonably satisfactory to the Agent with the United States Patent and Trademark Office, or the United States Copyright Office, as applicable, together with the filing of UCC financing statements (together with any schedules the Agent requests that the Borrower includes to itemize such Intellectual Property included as Collateral) in the appropriate form in respect of the applicable Loan Parties in the offices of secretaries of state of those states specified in paragraph 1(a) of the Perfection Certificate, the Agent (for the benefit of the Lenders) shall have a fully perfected Lien on, and security interest in all right, title and interest of the applicable Loan Parties organized in the United States in such Intellectual Property in which a security interest may be perfected by such filing in the United States, in each case, prior and superior in right to any other Person (except for Liens permitted under Section 6.02 that have priority as a matter of law) (it being understood that subsequent recordings in the United States Patent and Trademark Office or the United States Copyright Office, as applicable, may be necessary to perfect a Lien on patents, patent applications, and trademark and copyright registrations and applications for registration acquired, obtained or initiated by, or granted to, the Loan Parties after the date hereof)collateral described therein.

Collateral Documents. (a) The Pledge Each Lender authorizes the Collateral Agent to enter into each of the Collateral Documents to which it is a party and Security Agreement to take all action contemplated by such documents. Each Lender agrees that no Holder of the Obligations (other than the Collateral Agent) shall have the right individually to seek to realize upon the security granted by any Collateral Document, it being understood and Collateral Assignments, upon execution agreed that such rights and delivery thereof remedies may be exercised solely by the parties thereto, will, under the governing law thereof, create in favor of the Collateral Agent for the benefit of the Lenders, a legal, valid and enforceable security interest in Holders of the Obligations upon the terms of the Collateral described therein to the extent intended to be created therebyDocuments. (b) In the event that any Collateral is hereafter pledged by any Person as collateral security for the Obligations, the Collateral Agent is hereby authorized to execute and deliver on behalf of the Holders of the Obligations any Loan Documents necessary or appropriate to grant and perfect a Lien on such Collateral in favor of the Collateral Agent on behalf of the Holders of the Obligations. (c) The Lenders hereby authorize the Collateral Agent, at its option and in its discretion, to release any Lien granted to or held by the Collateral Agent upon any Collateral (i) when UCC financing statements in upon termination of the appropriate form are filed Commitments and payment and satisfaction of all of the Obligations (other than contingent indemnity obligations and Rate Management Obligations) at any time arising under or in respect of this Agreement or the Loan Documents or the transactions contemplated hereby or thereby; (ii) as permitted by, but only in accordance with, the terms of the applicable Loan Parties Document; or (iii) if approved, authorized or ratified in writing by the offices of secretaries of state of those states specified in paragraph 1(a) Required Lenders, unless such release is required to be approved by all of the Perfection CertificateLenders hereunder. Upon request by the Collateral Agent at any time, the Lenders will confirm in writing the Collateral Agent's authority to release particular types or items of Collateral pursuant to this Section 10.16. (d) Upon any sale or transfer of assets constituting Collateral which is permitted pursuant to the extent perfection can be obtained terms of any Loan Document, or consented to in writing by filing UCC financing statementsthe Required Lenders or all of the Lenders, as applicable, and upon at least five Business Days' prior written request by the Borrower to the Collateral Agent, the Collateral Agent shall (and is hereby irrevocably authorized by the Lenders to) execute such documents as may be necessary to evidence the release of the Liens granted to the Collateral Agent for the benefit of the Lenders) shall have a fully perfected Lien on, and security interest in all right, title and interest Holders of the relevant Loan Parties Obligations herein or pursuant hereto upon the Collateral that was sold or transferred; provided, however, that (i) the Collateral Agent shall not be required to execute any such document on terms which, in the Collateral described therein (includingAgent's opinion, in the case of Intellectual Property, all state trademark registrations, common law trademarks and any applications for the registration of any of the foregoing, but excluding would expose the Collateral described in Agent to liability or create any obligation or entail any consequence other than the following clauses release of such Liens without recourse or warranty, and (ii) through such release shall not in any manner discharge, affect or impair the Obligations or any Liens upon (iv)) and, subject to Section 9-315 or obligations of the UCCBorrower or any Subsidiary in respect of) all interests retained by the Borrower or any Subsidiary, including (without limitation) the proceeds thereof, as security for the Obligations, prior and superior in right to any other person (except for Liens permitted under Section 6.02), (ii) in the case of the Pledged Collateralsale, when the original stock certificates representing the Pledged Collateral are delivered all of which shall continue to the Agent and UCC financing statements in the appropriate form are filed in respect constitute part of the applicable Loan Parties in the offices of secretaries of state of those states specified in paragraph 1(a) of the Perfection Certificate, to the extent perfection can be obtained by the deposit of the original stock certificates and the filing of UCC financing statements, the Agent (for the benefit of the Lenders) shall have a fully perfected Lien on, and security interest in all right, title and interest of the relevant Loan Parties in such Pledged Collateral and, subject to Section 9-315 of the UCC, the proceeds thereof, as security for the Obligations, prior and superior in right to any other person (except for Liens permitted under Section 6.02), (iii) in the case of any deposit or securities accounts included in the Collateral (which, for the avoidance of doubt, excludes Excluded Accounts), to the extent perfection can be obtained by entering into a Control Agreement, when a Control Agreement is entered into with respect to such deposit or securities accounts, the Agent (for the benefit of the Lenders) shall have a fully perfected Lien on, and security interest in all right, title and interest of the applicable Loan Parties in such deposit or securities accounts, as applicable, as security for the Obligations, prior and superior in right to any other person (except for Liens permitted under Section 6.02) and (iv) in the case of United States patent, United States copyright, and United States federal trademark registrations, and applications for the issuance or registration of any of the foregoing upon the recordation of a short-form security agreement in form and substance reasonably satisfactory to the Agent with the United States Patent and Trademark Office, or the United States Copyright Office, as applicable, together with the filing of UCC financing statements (together with any schedules the Agent requests that the Borrower includes to itemize such Intellectual Property included as Collateral) in the appropriate form in respect of the applicable Loan Parties in the offices of secretaries of state of those states specified in paragraph 1(a) of the Perfection Certificate, the Agent (for the benefit of the Lenders) shall have a fully perfected Lien on, and security interest in all right, title and interest of the applicable Loan Parties organized in the United States in such Intellectual Property in which a security interest may be perfected by such filing in the United States, in each case, prior and superior in right to any other Person (except for Liens permitted under Section 6.02 that have priority as a matter of law) (it being understood that subsequent recordings in the United States Patent and Trademark Office or the United States Copyright Office, as applicable, may be necessary to perfect a Lien on patents, patent applications, and trademark and copyright registrations and applications for registration acquired, obtained or initiated by, or granted to, the Loan Parties after the date hereof).

Collateral Documents. (a) The Pledge and Security Agreement and Collateral Assignments, upon execution and delivery thereof by the parties thereto, will, under the governing law thereof, is effective to create in favor of the Collateral Agent for the ratable benefit of the Lenders, Secured Parties a legal, valid and enforceable security interest in the Collateral described therein to the extent intended to be created thereby. (i) as defined therein), and when UCC financing statements in the appropriate form are filed in respect of the applicable Loan Parties in the offices of secretaries of state of those states specified in paragraph 1(a) of on Schedule 3 to the Perfection CertificateSecurity Agreement, the Security Agreement shall constitute a fully perfected Lien (to the extent perfection can that such Lien may be obtained perfected by the filing of a UCC financing statementsstatement) on, and security interest in, all right, title and interest of the grantors thereunder in such Collateral, in each case prior and superior in right to any other Person, other than with respect to Liens expressly permitted by Section 7.2. When the certificates evidencing all Equity Interests pledged pursuant to the Security Agreement or the Pledge Agreement are delivered to the Collateral Agent or the First Lien Agent as bailee for the Collateral Agent pursuant to the Intercreditor Agreement, together with appropriate stock powers or other similar instruments of transfer duly executed in blank, the Liens in such Equity Interests shall be fully perfected first priority security interests, perfected by “control” as defined in the UCC. (b) Each Mortgage, when duly executed and delivered by the relevant Loan Party, will be effective to create in favor of the Collateral Agent (for the ratable benefit of the Lenders) Secured Parties a legal, valid and enforceable Lien on all of such Loan Party’s right, title and interest in and to the Material Real Estate of such Loan Party covered thereby and the proceeds thereof, and when such Mortgage is filed in the real estate records where the respective Mortgaged Property is located, such Mortgage shall have constitute a fully perfected Lien on, and security interest in in, all right, title and interest of the relevant such Loan Parties Party in the Collateral described therein (including, in the case of Intellectual Property, all state trademark registrations, common law trademarks such Material Real Estate and any applications for the registration of any of the foregoing, but excluding the Collateral described in the following clauses (ii) through (iv)) and, subject to Section 9-315 of the UCC, the proceeds thereof, as security for the Obligations, in each case prior and superior in right to any other person (except for Liens permitted under Section 6.02)Person, (ii) in the case of the Pledged Collateral, when the original stock certificates representing the Pledged Collateral are delivered to the Agent and UCC financing statements in the appropriate form are filed in respect of the applicable Loan Parties in the offices of secretaries of state of those states specified in paragraph 1(a) of the Perfection Certificate, to the extent perfection can be obtained by the deposit of the original stock certificates and the filing of UCC financing statements, the Agent (for the benefit of the Lenders) shall have a fully perfected Lien on, and security interest in all right, title and interest of the relevant Loan Parties in such Pledged Collateral and, subject to Section 9-315 of the UCC, the proceeds thereof, as security for the Obligations, prior and superior in right to any other person (except for Liens permitted under Section 6.02), (iii) in the case of any deposit or securities accounts included in the Collateral (which, for the avoidance of doubt, excludes Excluded Accounts), to the extent perfection can be obtained by entering into a Control Agreement, when a Control Agreement is entered into than with respect to such deposit or securities accounts, Liens expressly permitted by Section 7.2. (c) No Mortgage encumbers improved Real Estate that is located in an area that has been identified by the Agent (for the benefit Secretary of the Lenders) shall have a fully perfected Lien on, Housing and security interest in all right, title Urban Development as an area having special flood hazards and interest of the applicable Loan Parties in such deposit or securities accounts, as applicable, as security for the Obligations, prior and superior in right to any other person (except for Liens permitted under Section 6.02) and (iv) in the case of United States patent, United States copyright, and United States federal trademark registrations, and applications for the issuance or registration of any of the foregoing upon the recordation of a short-form security agreement in form and substance reasonably satisfactory to the Agent with the United States Patent and Trademark Office, or the United States Copyright Office, as applicable, together with the filing of UCC financing statements (together with any schedules the Agent requests that the Borrower includes to itemize such Intellectual Property included as Collateral) in the appropriate form in respect of the applicable Loan Parties in the offices of secretaries of state of those states specified in paragraph 1(a) of the Perfection Certificate, the Agent (for the benefit of the Lenders) shall have a fully perfected Lien on, and security interest in all right, title and interest of the applicable Loan Parties organized in the United States in such Intellectual Property in which a security interest may be perfected by such filing in flood insurance has been made available under the United States, in each case, prior and superior in right to any other Person (except for Liens permitted under Section 6.02 that have priority as a matter National Flood Insurance Act of law) (it being understood that subsequent recordings in the United States Patent and Trademark Office or the United States Copyright Office, as applicable, may be necessary to perfect a Lien on patents, patent applications, and trademark and copyright registrations and applications for registration acquired, obtained or initiated by, or granted to, the Loan Parties after the date hereof)1968.

Collateral Documents. (a) The Pledge and Security Agreement and provisions of each of the Collateral Assignments, upon execution and delivery thereof by the parties thereto, will, under the governing law thereof, Documents are effective to create in favor of the Collateral Agent for the benefit of the Administrative Agent, the Issuers and the Lenders, a legal, valid and enforceable security interest in the Collateral described therein to the extent intended to be created thereby. (i) when UCC financing statements in the appropriate form are filed in respect of the applicable Loan Parties in the offices of secretaries of state of those states specified in paragraph 1(a) of the Perfection Certificate, to the extent perfection can be obtained by filing UCC financing statements, the Agent (for the benefit of the Lenders) shall have a fully perfected Lien on, and first priority security interest in all right, title and interest of the relevant Loan Parties BHI and its Subsidiaries in the Collateral collateral described therein (includingtherein, in the case of Intellectual Property, all state trademark registrations, common law trademarks and subject only to any applications for the registration of any Permitted Liens. As of the foregoingClosing Date, but excluding the Collateral described in the following clauses Agent will have a first priority (iisubject only to Permitted Liens) through (iv)) andperfected security interest, subject to Section 9-315 of the UCC, the proceeds thereof, as security for the Obligations, prior and superior in right to any other person (except for Liens permitted under Section 6.02), (ii) in the case of the Pledged Collateral, when the original stock certificates representing the Pledged Collateral are delivered to the Agent and UCC financing statements in the appropriate form are filed in respect of the applicable Loan Parties in the offices of secretaries of state of those states specified in paragraph 1(a) of the Perfection Certificate, to the extent perfection can be obtained by the deposit of the original stock certificates and the filing of UCC financing statements, the Agent (for the benefit of the Administrative Agent, the Issuers and the Lenders) shall have a fully perfected Lien on, and security interest in all right, title and interest of the relevant Loan Parties in such Pledged Collateral and, subject to Section 9-315 of the UCC, the proceeds thereof, as security for the Obligations, prior and superior in right to any other person (except for Liens permitted under Section 6.02), (iii) in the case of any deposit or securities accounts included in the Collateral (which, for the avoidance of doubt, excludes Excluded Accounts), to the extent perfection can be obtained by entering into a Control Agreement, when a Control Agreement is entered into with respect to such deposit or securities accounts, the Agent (for the benefit of the Lenders) shall have a fully perfected Lien on, and security interest in all right, title and interest of the applicable Loan Parties in such deposit or securities accounts, as applicable, as security for the Obligations, prior and superior in right to any other person (except for Liens permitted under Section 6.02) and (iv) in the case of United States patent, United States copyright, and United States federal trademark registrations, and applications for the issuance or registration of any of the foregoing upon the recordation of a short-form security agreement in form and substance reasonably satisfactory to the Agent with the United States Patent and Trademark Office, or the United States Copyright Office, as applicable, together with the filing of UCC financing statements (together with any schedules the Agent requests that the Borrower includes to itemize such Intellectual Property included as Collateral) in the appropriate form in respect of the applicable Loan Parties in the offices of secretaries of state of those states specified in paragraph 1(a) of the Perfection Certificate, the Agent (for the benefit of the Lenders) shall have a fully perfected Lien on, and security interest in all right, title and interest of the applicable Loan Parties organized in the United States in such Intellectual Property in which a security interest may be perfected by means of the filing of a financing statement pursuant to the UCC. (b) Each Mortgage, if any, when executed and delivered will be effective to grant to the Collateral Agent for the benefit of the Administrative Agent, the Issuers and the Lenders a legal, valid and enforceable lien on all the right, title and interest of the mortgagor under such filing Mortgage in the United States, in mortgaged property described therein. When each case, prior and superior in right to any other Person (except for Liens permitted under Section 6.02 that have priority as a matter of law) (it being understood that subsequent recordings such Mortgage is duly recorded in the United States Patent offices specified in or listed on the schedule to such Mortgage and Trademark Office or the United States Copyright Officemortgage recording fees and taxes in respect thereof are paid and compliance is otherwise had with the formal requirements of state law applicable to the recording of real estate mortgages generally, each such mortgaged property, subject to the encumbrances and exceptions to title set forth therein and any Permitted Liens and except as applicablenoted in the title policies delivered to the Administrative Agent, may be necessary is subject to perfect a Lien on patentslegal, patent applicationsvalid, enforceable and perfected first priority lien; and when financing statements have been filed in the offices specified in such Mortgage, such Mortgage also creates a legal, valid, enforceable and perfected first lien on, and trademark security interest in, all right, title and copyright registrations interest of BHI or its Subsidiary under such Mortgage in all personal property and applications for registration acquiredfixtures covered by such Mortgage, obtained or initiated bysubject to no other Liens, or granted to, except the Loan Parties after encumbrances and exceptions to title set forth therein and except as noted in the date hereof)title policies delivered to the Administrative Agent and Permitted Liens.