Common use of Perfection Clause in Contracts

Perfection. Upon the filing of Financing Statements in the jurisdictions listed on Schedule 6, the filing of a Patent Security Agreement (if any) and a Trademark Security Agreement (if any) with the United States Patent and Trademark Office, the filing of a Copyright Security Agreement (if any) with the United States Copyright Office, and upon Secured Party's obtaining control of the Investment Property, Deposit Accounts, Electronic Chattel Paper and Letter of Credit Rights of Debtor constituting Collateral in accordance with Section 9-314 of the UCC and the corresponding provisions in Sections 9-104, 9-105, 9-106 and 9-107 (as applicable) of the UCC, and upon Secured Party's or its agents' obtaining possession of the Pledged Shares (or obtaining "control" (as such term is defined in Article or Chapter 8 of the UCC) of the Pledged Shares in one (or more if Secured Party so requests) of the manners prescribed in Section 8-106 of the UCC) and all other Instruments, Chattel Paper and Security Certificates of Debtor the security interest in favor of Secured Party created herein will constitute a valid and perfected Lien upon and security interest in the Collateral (except for (a) vehicles covered by certificates of title, and (b) other Property excluded from the application of Article or Chapter 9 of the UCC by Section 9-109(c) and (d) of the UCC, including, without limitation, fixtures and deposit accounts, and (c) unregistered Intellectual Property in which a security interest cannot be perfected by said method of filing with the United States Patent and Trademark Office and the United States Copyright Office (it being understood that due to uncertainty in the law a filing may also be required with the United States Patent and Trademark Office and the United States Copyright Office, which filing cannot be effected prior to registration of such Intellectual Property)), subject to no equal or prior Liens except for those Liens (if any) which constitute Permitted Encumbrances and which are, in accordance with the Restated Lease Agreement permitted to have priority equal to or greater than the Liens created pursuant to this Agreement. The Perfection Certificate has been prepared, completed and executed, and the information set forth therein is correct and complete.

Perfection. Upon The security interests in the Collateral granted to Collateral Agent for the ratable benefit of the Secured Parties hereunder constitute valid security interests in the Collateral, securing the payment of the Secured Obligations. By virtue of (i) the filing of Financing Statements UCC financing statements (other than fixture filings) naming each Grantor as “debtor”, naming Collateral Agent as “secured party” for the benefit of the Secured Parties and describing the Collateral in the jurisdictions listed filing offices with respect to such Grantor set forth on Schedule 64(h) (to the extent a security interest in such collateral can be perfected by filing a financing statement in each relevant filing office under the provisions of the applicable UCC) and (ii) in the case of the Pledged Shares (other than uncertificated Pledged Shares constituting general intangibles) and Pledged Debt, delivery of certificates or instruments representing or evidencing such Pledged Shares and Pledged Debt to Collateral Agent, in each case duly endorsed or accompanied by duly executed instruments of assignment or transfer in blank, (iii) in the case of the Intellectual Property Collateral consisting of U.S. Copyright Registrations, the filing of a Patent Security Agreement (if any) and a Trademark Security Agreement (if any) with the United States Patent and Trademark Office, the filing Grant of a Copyright Security Agreement (if any) Interest with the United States Copyright Office, and upon Secured Party's obtaining control of the Investment Property, Deposit Accounts, Electronic Chattel Paper and Letter of Credit Rights of Debtor constituting Collateral in accordance with Section 9-314 of the UCC and the corresponding provisions in Sections 9-104, 9-105, 9-106 and 9-107 (as applicable) of the UCC, and upon Secured Party's or its agents' obtaining possession of the Pledged Shares (or obtaining "control" (as such term is defined in Article or Chapter 8 of the UCC) of the Pledged Shares in one (or more if Secured Party so requests) of the manners prescribed in Section 8-106 of the UCC) and all other Instruments, Chattel Paper and Security Certificates of Debtor the security interest in favor of Secured Party created herein will constitute a valid and perfected Lien upon and security interest in the Collateral (except for (a) vehicles covered by certificates of title, and (b) other Property excluded from the application of Article or Chapter 9 of the UCC by Section 9-109(c) and (d) of the UCC, including, without limitation, fixtures and deposit accounts, and (c) unregistered Intellectual Property in which a security interest cannot be perfected by said method of filing with the United States Patent and Trademark Office and the United States Copyright Office (it each such Grant of Copyright Security Interest being understood that due referred to uncertainty herein as a “Grant”), (iv) in the law a filing may also be required with case of Deposit Accounts, the United States Patent establishment of “control” (within the meaning of Section 9-104 of the UCC) in such Deposit Accounts and Trademark Office and (v) in the United States Copyright Officecase of letter-of-credit rights, which filing cannot be effected prior upon the consent of the issuer of the related letter of credit to registration an assignment of proceeds of such Intellectual Property)), subject letter of credit to no equal or prior Liens except for those Liens (if any) which constitute Permitted Encumbrances and which areCollateral Agent, in accordance with the Restated Lease Agreement permitted to have priority equal to or greater than the Liens created each case pursuant to and to the extent required under this Agreement. The Perfection Certificate has , the security interests in the Collateral granted to Collateral Agent for the benefit of the Secured Parties will constitute perfected First Priority security interests therein and all filings (other than fixture filings) and to the extent required under this agreement other actions heretofore necessary or desirable to perfect and protect such security interests have been prepared, completed and executed, and the information set forth therein is correct and completeduly made or taken.

Perfection. The security interests in the Collateral granted to Secured Party for the ratable benefit of Lenders, Hedge Banks and Cash Management Banks hereunder constitute valid security interests in the Collateral, securing the payment of the Secured Obligations. Upon (i) the filing of Financing Statements UCC financing statements naming each Grantor as “debtor”, naming Secured Party as “secured party” and describing the Collateral in the jurisdictions listed filing offices with respect to such Grantor set forth on Schedule 62 annexed hereto, (ii) in the case of the Securities Collateral consisting of certificated Securities or evidenced by Instruments, in addition to filing of such UCC financing statements, delivery of the certificates representing such certificated Securities and delivery of such Instruments to Secured Party, and in the case of Securities Collateral issued by a foreign issuer, any actions required under foreign law to perfect a security interest in such Securities Collateral), in each case duly endorsed or accompanied by duly executed instruments of assignment or transfer in blank, (iii) in the case of the Intellectual Property Collateral described in clause (a) of the definition thereof, in addition to the filing of such UCC financing statements, the recordation of a Grant with the applicable IP Filing Office, (iv) in the case of Equipment that is covered by a certificate of title, the filing of a Patent Security Agreement (if any) and a Trademark Security Agreement (if any) with the United States Patent registrar of motor vehicles or other appropriate authority in the applicable jurisdiction of an application requesting the notation of the security interest created hereunder on such certificate of title, (v), in the case of any Deposit Account and Trademark Officeany Investment Property constituting a Security Entitlement, Securities Account, Commodity Contract or Commodity Account, the filing execution and delivery to Secured Party of an agreement providing for control by Secured Party thereof, (vi) in the case of Letter-of-Credit Rights (other than Letter-of-Credit Rights consisting of Supporting Obligations for Collateral as to which Secured Party otherwise has a Copyright Security Agreement (if any) with perfected security interest), the United States Copyright Office, and upon Secured Party's obtaining control issuer of the Investment Property, Deposit Accounts, Electronic Chattel Paper and Letter applicable letter of Credit Rights credit has consented to the assignment of Debtor constituting Collateral in accordance with proceeds thereof under Section 9-314 of the UCC and the corresponding provisions in Sections 9-104, 9-105, 9-106 and 9-107 (as applicable5114(c) of the UCC, and upon Secured Party's or its agents' obtaining possession (vii) in the case of commercial tort claims, the Pledged Shares (or obtaining "control" (as such term is defined sufficient identification thereof in Article or Chapter 8 of the UCC) of the Pledged Shares in one (or more if Secured Party so requests) of the manners prescribed in Section 8-106 of the UCC) and all other Instrumentsfiled UCC financing statements, Chattel Paper and Security Certificates of Debtor the security interest in favor of Secured Party created herein will constitute a valid and perfected Lien upon and security interest interests in the Collateral (except for (a) vehicles covered by certificates of title, and (b) other Property excluded from the application of Article or Chapter 9 of the UCC by Section 9-109(c) and (d) of the UCC, including, without limitation, fixtures and deposit accounts, and (c) unregistered Intellectual Property security interests in which a security interest Collateral that cannot be perfected by said method the filing of filing with financing statements and are not material to the United States Patent Company) granted to Secured Party for the ratable benefit of Lenders, Hedge Banks and Trademark Office and the United States Copyright Office (it being understood that due to uncertainty in the law a filing may also be required with the United States Patent and Trademark Office and the United States Copyright Office, which filing cannot be effected Cash Management Banks will constitute perfected security interests therein prior to registration all other Liens (except for Liens permitted by clauses (b) through (i) of such Intellectual Property)subsection 7.1 of the Credit Agreement), subject and all filings and other actions required under this Agreement and necessary or desirable to no equal perfect and protect such security interests have been duly made or prior Liens except for those Liens (if any) which constitute Permitted Encumbrances and which are, in accordance with the Restated Lease Agreement permitted to have priority equal to or greater than the Liens created pursuant to this Agreement. The Perfection Certificate has been prepared, completed and executed, and the information set forth therein is correct and completetaken.

Perfection. The security interests in the Collateral granted to Secured Party for the ratable benefit of Lenders and Swap Counterparties hereunder constitute valid security interests in the Collateral, securing the payment of the Secured Obligations. Upon (i) the filing of Financing Statements UCC financing statements naming each Grantor as “debtor”, naming Secured Party as “secured party” and describing the Collateral in the jurisdictions listed filing offices with respect to such Grantor set forth on Schedule 62 annexed hereto, (ii) in the case of the Securities Collateral consisting of certificated Securities or evidenced by Instruments, in addition to filing of such UCC financing statements, delivery of the certificates representing such certificated Securities and delivery of such Instruments to Secured Party, in each case duly endorsed or accompanied by duly executed instruments of assignment or transfer in blank, (iii) in the case of the Intellectual Property Collateral, in addition to the filing of such UCC financing statements, the recordation of a Grant with the PTO or with the Copyright Office, as applicable, (iv) in the case of Equipment that is covered by a certificate of title, to the extent requested by Secured Party, the filing of a Patent Security Agreement (if any) and a Trademark Security Agreement (if any) with the United States Patent and Trademark Office, registrar of motor vehicles or other appropriate authority in the filing applicable jurisdiction of a Copyright Security Agreement (if any) with an application requesting the United States Copyright Office, and upon Secured Party's obtaining control notation of the Investment Property, Deposit Accounts, Electronic Chattel Paper and Letter of Credit Rights of Debtor constituting Collateral in accordance with Section 9-314 of the UCC and the corresponding provisions in Sections 9-104, 9-105, 9-106 and 9-107 (as applicable) of the UCC, and upon Secured Party's or its agents' obtaining possession of the Pledged Shares (or obtaining "control" (as such term is defined in Article or Chapter 8 of the UCC) of the Pledged Shares in one (or more if Secured Party so requests) of the manners prescribed in Section 8-106 of the UCC) and all other Instruments, Chattel Paper and Security Certificates of Debtor the security interest in favor of Secured Party created herein will constitute a valid and perfected Lien upon and security interest in the Collateral (except for (a) vehicles covered by certificates hereunder on such certificate of title, and (b) v), in the case of any Deposit Account and any Investment Property constituting a Security Entitlement, Securities Account, Commodity Contract or Commodity Account, to the extent requested by Secured Party, the execution and delivery to Secured Party of an agreement providing for control by Secured Party thereof, the security interests in the Collateral granted to Secured Party for the ratable benefit of Lenders and Swap Counterparties will constitute perfected security interests therein prior to all other Property excluded from the application of Article or Chapter 9 of the UCC Liens (except for Permitted Encumbrances and Liens permitted by Section 9-109(c) and (dsubsection 7.2(A) of the UCC, including, without limitation, fixtures and deposit accountsCredit Agreement), and (c) unregistered Intellectual Property in which a all filings and other actions necessary or desirable to perfect and protect such security interest cannot be perfected by said method of filing with interests have been, or promptly after the United States Patent and Trademark Office and the United States Copyright Office (it being understood that due to uncertainty in the law a filing may also be required with the United States Patent and Trademark Office and the United States Copyright OfficeClosing Date will be, which filing cannot be effected prior to registration of such Intellectual Property)), subject to no equal duly made or prior Liens except for those Liens (if any) which constitute Permitted Encumbrances and which are, in accordance with the Restated Lease Agreement permitted to have priority equal to or greater than the Liens created pursuant to this Agreement. The Perfection Certificate has been prepared, completed and executed, and the information set forth therein is correct and completetaken.

Perfection. The security interests in the Collateral granted to the Collateral Agent for the benefit of the Secured Parties hereunder constitute valid security interests in the Collateral, securing the payment of the Secured Obligations. Upon the filing of Financing Statements UCC financing statements naming such Grantor as “debtor,” naming the Collateral Agent as “secured party” and describing the Collateral in the jurisdictions listed filing offices with respect to such Grantor set forth on Schedule 62 annexed hereto, the security interests in the Collateral granted to the Collateral Agent for the benefit of the Secured Parties will constitute perfected security interests therein to the extent a security interest in such Collateral can be perfected by the filing of a Patent Security Agreement financing statements under the Uniform Commercial Codes as in effect in the states of such filing offices, prior to all other Liens (if any) and a Trademark Security Agreement (if any) with the United States Patent and Trademark Office, the filing of a Copyright Security Agreement (if any) with the United States Copyright Office, and upon Secured Party's obtaining control except for Liens permitted by Section 6.02 of the Investment Property, Deposit Accounts, Electronic Chattel Paper and Letter Credit Agreement that have priority as a matter of Credit Rights of Debtor constituting Collateral in accordance with law or are expressly contemplated by Section 9-314 6.02 of the UCC and Credit Agreement to have priority). To the corresponding provisions in Sections 9-104, 9-105, 9-106 and 9-107 (as applicable) extent perfection or priority of the security interest therein is not subject to Article 9 of the UCC, and (i) upon Secured Party's or its agents' obtaining possession recordation of the Pledged Shares security interests granted hereunder in registered, issued or applied-for Intellectual Property Collateral (or obtaining "control" (as such term is defined other than Excluded Property) in Article or Chapter 8 the applicable IP Filing Offices, the security interests granted to the Collateral Agent for the benefit of the UCCSecured Parties hereunder will constitute valid and perfected security interests (to the extent perfection may be achieved by such filings) in such Intellectual Property Collateral, prior to all other Liens (except for Liens permitted by Section 6.02 of the Pledged Shares in one (Credit Agreement that have priority as a matter of law or more if Secured Party so requests) are expressly contemplated by Section 6.02 of the manners prescribed Credit Agreement to have priority) and (ii) subject to applicable local laws in Section 8-106 the case of Equity Interests in any Foreign Subsidiary, by virtue of the UCC) execution and delivery by the Grantors of this Agreement, when any Securities Collateral is delivered to the Collateral Agent in accordance with this Agreement, the security interests granted to the Collateral Agent for the benefit of the Secured Parties hereunder will constitute valid and perfected security interests in such Securities Collateral, prior to all other InstrumentsLiens (except for Liens permitted by Section 6.02 of the Credit Agreement that have priority as a matter of law or are expressly contemplated under Section 6.02 of the Credit Agreement to have priority). Notwithstanding anything to the contrary in any of the Loan Documents, Chattel Paper and Security Certificates of Debtor no Grantor shall be required to make any filings or otherwise take any actions to perfect the Collateral Agent’s security interest in favor of Secured Party created herein will constitute a valid and perfected Lien upon and security interest in the Collateral (except for (a) vehicles covered by certificates of title, and (b) other Property excluded from the application of Article or Chapter 9 of the UCC by Section 9-109(c) and (d) of the UCC, including, without limitation, fixtures and deposit accounts, and (c) unregistered any Intellectual Property in which a security interest cannot be perfected by said method of filing with outside the United States Patent and Trademark Office and the United States Copyright Office (it being understood that due to uncertainty or incur or reimburse any expenses in the law a filing may also be required with the United States Patent and Trademark Office and the United States Copyright Office, which filing cannot be effected prior to registration of such Intellectual Property)), subject to no equal or prior Liens except for those Liens (if any) which constitute Permitted Encumbrances and which are, in accordance with the Restated Lease Agreement permitted to have priority equal to or greater than the Liens created pursuant to this Agreement. The Perfection Certificate has been prepared, completed and executed, and the information set forth therein is correct and completeconnection therewith.

Perfection. The security interests in the Collateral granted to the Secured Parties hereunder constitute valid security interests in the Collateral, securing the payment of the Secured Obligations. Upon (i) the filing of Financing Statements UCC financing statements naming the Grantor as “debtor”, naming the Secured Parties as “secured party” and describing the Collateral in the jurisdictions listed filing offices set forth on section 4(f) of the Disclosure Schedule 6hereto, (ii) in the case of the Securities Collateral consisting of certificated securities or evidenced by instruments, delivery of the certificates representing such certificated securities and delivery of such instruments to the Secured Parties, in each case duly endorsed or accompanied by duly executed instruments of assignment or transfer in blank, or delivery of a control agreement duly executed by the applicable securities intermediary, the Secured Parties and the Grantor, (iii) in the case of the Intellectual Property Collateral, in addition to the filing of such UCC financing statements, the filing of a Grant of Trademark Security Interest, substantially in the form of Exhibit I, and a Grant of Patent Security Agreement (if any) and a Trademark Security Agreement (if any) with the United States Patent and Trademark OfficeInterest, the filing of a Copyright Security Agreement (if any) with the United States Copyright Office, and upon Secured Party's obtaining control of the Investment Property, Deposit Accounts, Electronic Chattel Paper and Letter of Credit Rights of Debtor constituting Collateral in accordance with Section 9-314 of the UCC and the corresponding provisions in Sections 9-104, 9-105, 9-106 and 9-107 (as applicable) of the UCC, and upon Secured Party's or its agents' obtaining possession of the Pledged Shares (or obtaining "control" (as such term is defined in Article or Chapter 8 of the UCC) of the Pledged Shares in one (or more if Secured Party so requests) of the manners prescribed in Section 8-106 of the UCC) and all other Instruments, Chattel Paper and Security Certificates of Debtor the security interest in favor of Secured Party created herein will constitute a valid and perfected Lien upon and security interest substantially in the Collateral (except for (a) vehicles covered by certificates form of titleExhibit II, and (b) other Property excluded from the application of Article or Chapter 9 of the UCC by Section 9-109(c) and (d) of the UCC, including, without limitation, fixtures and deposit accounts, and (c) unregistered Intellectual Property in which a security interest cannot be perfected by said method of filing with the United States Patent and Trademark Office and the filing of a Grant of Copyright Security Interest, substantially in the form of Exhibit III, with the United States Copyright Office (it each such Grant of Trademark Security Interest, Grant of Patent Security Interest and Grant of Copyright Security Interest being understood that due referred to uncertainty herein as a “Grant”), (iv) in the law case of foreign Intellectual Property, the filings necessary to perfect assignments of Intellectual Property Collateral in any applicable office or agency in any foreign country or any political subdivisions thereof, (v) in the case of Inventory, the receipt of a filing may also be required with bailee letter duly acknowledged by the United States Patent applicable bailee, (vi) receipt of any necessary consents of third parties to the assignment and Trademark Office perfection of a security interest in the Collateral, and (vii) in the United States Copyright Officecase of Deposit Accounts, which filing cannot be effected receipt of control agreements duly executed by each depository of Deposit Accounts of the Grantor, the security interests in the Collateral granted to the Secured Parties will constitute perfected security interests therein prior to registration of such Intellectual Property)), subject to no equal or prior all other Liens (except for those Liens (if any) which constitute Permitted Encumbrances and which are, in accordance with the Restated Lease Agreement permitted to have priority equal to or greater than the Liens created pursuant to this Agreement. The Perfection Certificate has been prepared, completed and executed, and the information set forth therein is correct and completeLiens).

Perfection. The security interests in the Collateral granted to the Secured Party hereunder constitute valid security interests in the Collateral, securing the payment of the Secured Obligations. Upon (i) the filing of Financing Statements UCC financing statements naming the Grantor as "debtor", naming the Secured Party as "secured party" and describing the Collateral in the jurisdictions listed filing offices set forth on section 4(f) of the Disclosure Schedule 6hereto, (ii) in the case of the Securities Collateral consisting of certificated securities or evidenced by instruments, delivery of the certificates representing such certificated securities and delivery of such instruments to the Secured Party, in each case duly endorsed or accompanied by duly executed instruments of assignment or transfer in blank, or delivery of a control agreement duly executed by the applicable securities intermediary, the Secured Party and the Grantor, (iii) in the case of the Intellectual Property Collateral, in addition to the filing of such UCC financing statements, the filing of a Grant of Trademark Security Interest, substantially in the form of Exhibit I, and a Grant of Patent Security Agreement (if any) and a Trademark Security Agreement (if any) with the United States Patent and Trademark OfficeInterest, the filing of a Copyright Security Agreement (if any) with the United States Copyright Office, and upon Secured Party's obtaining control of the Investment Property, Deposit Accounts, Electronic Chattel Paper and Letter of Credit Rights of Debtor constituting Collateral in accordance with Section 9-314 of the UCC and the corresponding provisions in Sections 9-104, 9-105, 9-106 and 9-107 (as applicable) of the UCC, and upon Secured Party's or its agents' obtaining possession of the Pledged Shares (or obtaining "control" (as such term is defined in Article or Chapter 8 of the UCC) of the Pledged Shares in one (or more if Secured Party so requests) of the manners prescribed in Section 8-106 of the UCC) and all other Instruments, Chattel Paper and Security Certificates of Debtor the security interest in favor of Secured Party created herein will constitute a valid and perfected Lien upon and security interest substantially in the Collateral (except for (a) vehicles covered by certificates form of titleExhibit II, and (b) other Property excluded from the application of Article or Chapter 9 of the UCC by Section 9-109(c) and (d) of the UCC, including, without limitation, fixtures and deposit accounts, and (c) unregistered Intellectual Property in which a security interest cannot be perfected by said method of filing with the United States Patent and Trademark Office and the filing of a Grant of Copyright Security Interest, substantially in the form of Exhibit III, with the United States Copyright Office (it each such Grant of Trademark Security Interest, Grant of Patent Security Interest and Grant of Copyright Security Interest being understood that due referred to uncertainty herein as a "Grant"), (iv) in the law case of foreign Intellectual Property, the filings necessary to perfect assignments of Intellectual Property Collateral in any applicable office or agency in any foreign country or any political subdivisions thereof, (v) in the case of Inventory, the receipt of a filing may also be required with bailee letter duly acknowledged by the United States Patent applicable bailee, (vi) receipt of any necessary consents of third parties to the assignment and Trademark Office perfection of a security interest in the Collateral, and (vii) in the United States Copyright Officecase of Deposit Accounts, which filing cannot be effected receipt of control agreements duly executed by each depository of Deposit Accounts of the Grantor, the security interests in the Collateral granted to the Secured Party will constitute perfected security interests therein prior to registration of such Intellectual Property)), subject to no equal or prior all other Liens (except for those Liens (if any) which constitute Permitted Encumbrances and which are, in accordance with the Restated Lease Agreement permitted to have priority equal to or greater than the Liens created pursuant to this Agreement. The Perfection Certificate has been prepared, completed and executed, and the information set forth therein is correct and completeLiens).

Perfection. Upon Obligor authorizes the filing Collateral Agent to file such financing statements and continuation statements in such offices as are or shall be necessary or as the Collateral Agent may determine to be appropriate to create, perfect and establish the priority of Financing Statements the liens granted by this Agreement in any and all of the jurisdictions listed on Schedule 6Collateral, to preserve the filing validity, perfection or priority of a Patent Security the liens granted by this Agreement in any and all of the Collateral or to enable the Collateral Agent to exercise its remedies, rights, powers and privileges under this Agreement. Concurrently with the execution and delivery of this Agreement, Obligor shall (if anyi) deliver to the Collateral Agent any and a Trademark Security Agreement all certificates for all Certificated Securities, including those identified in Annex 5, duly endorsed in blank; (if anyii) with respect to any part of the United States Patent Ownership Collateral that constitutes an uncertificated security Obligor shall cause any issuer thereof to register the Collateral Agent as the registered owner of such security; (iii) deliver to the Collateral Agent any and Trademark Officeall Instruments, endorsed or accompanied by such instruments of assignment and transfer in such form and substance as the filing of a Copyright Security Agreement Collateral Agent may reasonably request; (if anyiv) cooperate with the United States Copyright OfficeCollateral Agent in obtaining, and upon Secured Party's obtaining control of take such other actions as are necessary or that the Collateral Agent may reasonably request in order for them to obtain Control with respect to all Deposit Accounts, Investment Property, Deposit Accounts, Electronic Chattel Paper and Letter of Letter-of-Credit Rights included in the Collateral, including (to the extent reasonably requested by the Collateral Agent) (A) in the case of Debtor constituting any Deposit Account for which the Collateral Agent is not the Bank at which that Deposit Account is maintained, using commercially reasonable efforts to cause the Bank to enter into an agreement in accordance such form as the Collateral Agent may in its reasonable discretion accept and (B) in the case of any Security Entitlement, using commercially reasonable efforts to cause the relevant Securities Intermediary to enter into an agreement in such form as the Collateral Agent may in its reasonable discretion accept; (v) cause the Collateral Agent (to the extent requested by the Collateral Agent) to be listed as the lienholder on all certificates of title or ownership relating to Motor Vehicles in the name of Obligor and deliver to the Collateral Agent originals of all such certificates of title or ownership for the Motor Vehicles together with Section 9-314 the odometer statements for each respective Motor Vehicle; (vi) cause the Collateral Agent to be listed as the lienholder on any certificate of title or ownership for any other Equipment covered by a certificate of title or ownership; and (vii) take all such other actions, and authenticate or sign and file or record such other records or instruments, as are necessary or as the Collateral Agent may reasonably request to perfect and establish the priority of the UCC liens granted by this Agreement in any and the corresponding provisions in Sections 9-104, 9-105, 9-106 and 9-107 (as applicable) all of the UCC, and upon Secured Party's Collateral or its agents' obtaining possession of the Pledged Shares (or obtaining "control" (as such term is defined in Article or Chapter 8 of the UCC) of the Pledged Shares in one (or more if Secured Party so requests) of the manners prescribed in Section 8-106 of the UCC) and all other Instruments, Chattel Paper and Security Certificates of Debtor the security interest in favor of Secured Party created herein will constitute a valid and perfected Lien upon and security interest in to enable the Collateral (except for (a) vehicles covered by certificates of titleAgent to exercise its remedies, rights, powers and (b) other Property excluded from the application of Article or Chapter 9 of the UCC by Section 9-109(c) and (d) of the UCCprivileges under this Agreement, including, without limitation, fixtures and deposit accounts, and causing any or all of the Collateral to be transferred of record into the name of the Collateral Agent as such (c) unregistered Intellectual Property in which a security interest cannot be perfected by said method of filing with the United States Patent and Trademark Office and the United States Copyright Office (Collateral Agent agrees that if any Collateral is transferred into its name, the Collateral Agent will thereafter promptly give to Obligor copies of any notices and communications received by it being understood that due with respect to uncertainty in the law a filing may also be required with the United States Patent and Trademark Office and the United States Copyright Office, which filing cannot be effected prior to registration of such Intellectual PropertyCollateral pledged by Obligor hereunder)), subject to no equal or prior Liens except for those Liens (if any) which constitute Permitted Encumbrances and which are, in accordance with the Restated Lease Agreement permitted to have priority equal to or greater than the Liens created pursuant to this Agreement. The Perfection Certificate has been prepared, completed and executed, and the information set forth therein is correct and complete.

Perfection. Upon entry of the DIP Order by the Bankruptcy Court, the security interests in the Collateral granted to Agent for the benefit of Secured Parties hereunder shall constitute valid security interests in the Collateral (other than the Collateral of Select Agendas Corp.), securing the payment of the Secured Obligations. With respect to Select Agendas Corp., upon execution of this Agreement and the filing of Financing Statements PPSA financing statements, the security interests in the jurisdictions listed on Schedule 6, Collateral granted to Agent for the benefit of Secured Parties hereunder shall constitute valid security interests in the Collateral. Upon (i) the filing of a Patent Security Agreement UCC financing statements or PPSA financing statements (if anyas applicable) naming each Grantor as “debtor”, naming Agent as “Secured Party” and a Trademark Security Agreement describing the Collateral in the filing offices with respect to such Grantor set forth on Schedule 2 annexed hereto, (if anyii) with the United States Patent entry of the DIP Order by the Bankruptcy Court, (iii) in the case of the Securities Collateral consisting of certificated Securities or evidenced by Instruments, in addition to filing of such UCC financing statements or PPSA financing statements, as applicable, delivery of the certificates representing such certificated Securities and Trademark Officedelivery of such Instruments to Agent, in each case duly endorsed or accompanied by duly executed instruments of assignment or transfer in blank, (iv) in the case of the Intellectual Property Collateral constituting Copyrights and Copyright Rights, in addition to the filing of such UCC financing statements or PPSA financing statements, as applicable, the recordation of a Copyright Security Agreement (if any) Grant with the United States Copyright Office or the Canadian Intellectual Property Office, and upon Secured Party's obtaining control (v) in the case of Equipment that is covered by a certificate of title, the Investment Property, Deposit Accounts, Electronic Chattel Paper and Letter filing with the registrar of Credit Rights motor vehicles or other appropriate authority in the applicable jurisdiction of Debtor constituting Collateral in accordance with Section 9-314 an application requesting the notation of the UCC and the corresponding provisions in Sections 9-104, 9-105, 9-106 and 9-107 (as applicable) of the UCC, and upon Secured Party's or its agents' obtaining possession of the Pledged Shares (or obtaining "control" (as such term is defined in Article or Chapter 8 of the UCC) of the Pledged Shares in one (or more if Secured Party so requests) of the manners prescribed in Section 8-106 of the UCC) and all other Instruments, Chattel Paper and Security Certificates of Debtor the security interest in favor of Secured Party created herein will constitute a valid and perfected Lien upon and security interest in the Collateral (except for (a) vehicles covered by certificates hereunder on such certificate of title, and (bvi) in the case of any Deposit Account and any Investment Property constituting a Security Entitlement, Securities Account, Commodity Contract or Commodity Account, the execution and delivery to Agent of an agreement providing for control by Agent thereof and the filing of a PPSA financing statement in Canada, the security interests in the Collateral granted by each Grantor to Agent for the benefit of Secured Parties will constitute perfected security interests therein prior to all other Property excluded from the application of Article or Chapter 9 of the UCC by Section 9-109(c) and Liens (d) of the UCC, including, without limitation, fixtures and deposit accountsexcept for Permitted Senior Liens), and (c) unregistered all filings and other actions necessary or desirable to perfect and protect such security interests will have been duly made or taken. Upon the recordation of a Grant with respect to the Intellectual Property in which a security interest cannot be perfected by said method of filing Collateral with the United States Patent and Trademark Office and the United States Copyright Office (it being understood that due to uncertainty in the law a filing may also be required with the United States Patent and Trademark Office and the United States Copyright applicable IP Filing Office, which filing cannot be effected prior no subsequent purchaser or mortgagee for value may obtain claim in or title to registration of any Intellectual Property Collateral having priority or seniority over the security interests in such Intellectual Property)), subject Property Collateral granted by each Grantor to no equal or prior Liens except Agent for those Liens (if any) which constitute Permitted Encumbrances and which are, in accordance with the Restated Lease Agreement permitted to have priority equal to or greater than the Liens created benefit of Secured Parties pursuant to this Agreement. The Perfection Certificate has been prepared, completed and executed, and the information set forth therein is correct and completehereto.

Perfection. Upon the filing of Authorization to File Financing Statements Each Grantor hereby irrevocably authorizes the Collateral Agent at any time and from time to time to file in any filing office in any Uniform Commercial Code jurisdiction any initial financing statements and/or “in lieu of” financing statements and/or amendments of any financing statements filed at any time and from time to time that (a) indicate the jurisdictions listed on Schedule 6Collateral (i) as all assets of each Grantor or words of similar effect, the filing regardless of a Patent Security Agreement (if any) and a Trademark Security Agreement (if any) with the United States Patent and Trademark Office, the filing of a Copyright Security Agreement (if any) with the United States Copyright Office, and upon Secured Party's obtaining control of the Investment Property, Deposit Accounts, Electronic Chattel Paper and Letter of Credit Rights of Debtor constituting Collateral in accordance with Section 9-314 of the UCC and the corresponding provisions in Sections 9-104, 9-105, 9-106 and 9-107 (as applicable) of the UCC, and upon Secured Party's or its agents' obtaining possession of the Pledged Shares (or obtaining "control" (as such term is defined in Article or Chapter 8 of the UCC) of the Pledged Shares in one (or more if Secured Party so requests) of the manners prescribed in Section 8-106 of the UCC) and all other Instruments, Chattel Paper and Security Certificates of Debtor the security interest in favor of Secured Party created herein will constitute a valid and perfected Lien upon and security interest whether any particular asset comprised in the Collateral falls within the scope of Article 9 of the Uniform Commercial Code of the State or such jurisdiction, or (except for (aii) vehicles covered by certificates as being of titlean equal or lesser scope or with greater detail, and (b) provide any other Property excluded from the application information required by Part 5 of Article or Chapter 9 of the UCC by Section 9-109(c) and (d) Uniform Commercial Code of the UCCState or such other jurisdiction for the sufficiency or filing office acceptance of any financing statement or amendment, includingincluding (i) whether such Grantor is an organization, without limitationthe type of organization and any organizational identification number issued to such Grantor and, fixtures and deposit accounts(ii) in the case of a financing statement filed as a fixture filing or indicating Collateral as as-extracted collateral or timber to be cut, and (c) unregistered Intellectual Property a sufficient description of real property to which the Collateral relates. Each Grantor agrees to furnish any such information to the Collateral Agent promptly upon request. Each Grantor also ratifies its authorization for the Collateral Agent to file in which a security interest cannot be perfected by said method of filing any relevant jurisdiction any initial financing statements or amendments thereto if filed prior to the date hereof. The Collateral Agent is further authorized to file with the United States Patent and Trademark Office and the or United States Copyright Office (it being understood that due to uncertainty or any successor office or any similar office in any other country) such documents as may be necessary or advisable for the law a filing may also be required with purpose of perfecting, confirming, continuing, enforcing or protecting the United States Patent Security Interest granted by each Grantor, without the signature of any Grantor, and Trademark Office naming any Grantor or the Grantors as debtors and the United States Copyright Office, which filing canCollateral Agent as secured party. The Security Interest is granted as security only and shall not be effected prior to registration of such Intellectual Property)), subject to no equal the Collateral Agent or prior Liens except for those Liens (if any) which constitute Permitted Encumbrances and which are, in accordance with the Restated Lease Agreement permitted to have priority equal any other Secured Party to or greater than in any way alter or modify, any obligation or liability of any Grantor with respect to or arising out of the Liens created pursuant to this AgreementCollateral. The Perfection Certificate has been preparedWithout limiting the foregoing, completed and executed, and the information set forth therein is correct and completeCollateral Agent will file the Financing Statements.

Perfection. The security interests in the Collateral granted to Secured Party for the ratable benefit of Lenders and Swap Counterparties hereunder constitute valid security interests in the Collateral, securing the payment of the Secured Obligations. Upon (i) the filing of Financing Statements UCC financing statements naming each Grantor as “debtor”, naming Secured Party as “secured party” and describing the Collateral in the jurisdictions listed filing offices with respect to such Grantor set forth on Schedule 62 annexed hereto, (ii) in the case of the Securities Collateral consisting of certificated Securities or evidenced by Instruments, in addition to filing of such UCC financing statements, delivery of the certificates representing such certificated Securities and delivery of such Instruments to Secured Party (and in the case of Securities Collateral issued by a foreign issuer, any actions required under foreign law to perfect a security interest in such Securities Collateral), in each case duly endorsed or accompanied by duly executed instruments of assignment or transfer in blank, (iii) in the case of the Intellectual Property Collateral, in addition to the filing of such UCC financing statements, the recordation of a Grant with the applicable IP Filing Office (and the taking of any actions required to perfect or make effective the security interest of the Secured Party in Intellectual Property Collateral created under the laws of jurisdictions outside the United States and the making of subsequent recordations in the IP Filing Offices with respect to Intellectual Property Collateral acquired after the date hereof and with respect to the Restricted Patents, if and when such Patents are no longer Restricted Patents), (iv) in the case of Equipment that is covered by a certificate of title, the filing of a Patent Security Agreement (if any) and a Trademark Security Agreement (if any) with the United States Patent and Trademark Office, registrar of motor vehicles or other appropriate authority in the filing applicable jurisdiction of a Copyright Security Agreement (if any) with an application requesting the United States Copyright Office, and upon Secured Party's obtaining control notation of the Investment Property, Deposit Accounts, Electronic Chattel Paper and Letter of Credit Rights of Debtor constituting Collateral in accordance with Section 9-314 of the UCC and the corresponding provisions in Sections 9-104, 9-105, 9-106 and 9-107 (as applicable) of the UCC, and upon Secured Party's or its agents' obtaining possession of the Pledged Shares (or obtaining "control" (as such term is defined in Article or Chapter 8 of the UCC) of the Pledged Shares in one (or more if Secured Party so requests) of the manners prescribed in Section 8-106 of the UCC) and all other Instruments, Chattel Paper and Security Certificates of Debtor the security interest in favor of Secured Party created herein will constitute a valid and perfected Lien upon and security interest in the Collateral (except for (a) vehicles covered by certificates hereunder on such certificate of title, and (bv), in the case of any Deposit Account and any Investment Property constituting a Security Entitlement, Securities Account, Commodity Contract or Commodity Account, the execution and delivery to Secured Party of an agreement providing for control by Secured Party thereof, the security interests in the Collateral (other than Collateral subject to the Mortgages or receivables subject to the Federal Assignment of Claims Act) granted to Secured Party for the ratable benefit of Lenders and Swap Counterparties will constitute perfected security interests therein prior to all other Property excluded from the application of Article or Chapter 9 Liens (except for Permitted Encumbrances and Liens permitted by subsection 7.2A of the UCC by Section 9-109(c) and (d) of the UCCCredit Agreement), including, without limitation, fixtures and deposit accounts, and (c) unregistered Intellectual Property in which a security interest cannot be perfected by said method of filing with the United States Patent and Trademark Office and the United States Copyright Office (it being understood that due to uncertainty in the law a filing may also be required with the United States Patent and Trademark Office and the United States Copyright Office, which filing cannot be effected prior to registration of such Intellectual Property))and, subject to no equal or prior Liens except for those Liens (if any) which constitute Permitted Encumbrances the filings and which are, in accordance with the Restated Lease Agreement permitted to have priority equal to or greater than the Liens created pursuant to this Agreement. The Perfection Certificate has been prepared, completed and executed, and the information other actions set forth therein is correct in subsection (iii) above, all filings and completeother actions necessary to perfect such security interests have been duly made or taken.

Perfection. The security interests in the Collateral granted to Secured Party for the ratable benefit of Lenders and Hedge Agreement Counterparties hereunder constitute valid security interests in the Collateral (subject to Section 9-306 of the UCC and Liens expressly permitted by the Credit Agreement), securing the payment of the Secured Obligations. Upon (i) the filing of Financing Statements UCC financing statements naming each Grantor as "debtor", naming Secured Party as "secured party" and describing the Collateral in the jurisdictions listed filing offices with respect to such Grantor set forth on Schedule 64(h), (ii) in the case of the Securities Collateral consisting of certificated securities or evidenced by instruments, delivery of the certificates representing such certificated securities and delivery of such instruments to Secured Party, in each case duly endorsed or accompanied by duly executed instruments of assignment or transfer in blank, (iii) in the case of the Intellectual Property Collateral, in addition to the filing of such UCC financing statements, the filing of a Grant of Trademark Security Interest, substantially in the form of Exhibit I, and a Grant of Patent Security Agreement (if any) and a Trademark Security Agreement (if any) with the United States Patent and Trademark OfficeInterest, the filing of a Copyright Security Agreement (if any) with the United States Copyright Office, and upon Secured Party's obtaining control of the Investment Property, Deposit Accounts, Electronic Chattel Paper and Letter of Credit Rights of Debtor constituting Collateral in accordance with Section 9-314 of the UCC and the corresponding provisions in Sections 9-104, 9-105, 9-106 and 9-107 (as applicable) of the UCC, and upon Secured Party's or its agents' obtaining possession of the Pledged Shares (or obtaining "control" (as such term is defined in Article or Chapter 8 of the UCC) of the Pledged Shares in one (or more if Secured Party so requests) of the manners prescribed in Section 8-106 of the UCC) and all other Instruments, Chattel Paper and Security Certificates of Debtor the security interest in favor of Secured Party created herein will constitute a valid and perfected Lien upon and security interest substantially in the Collateral (except for (a) vehicles covered by certificates form of titleExhibit II, and (b) other Property excluded from the application of Article or Chapter 9 of the UCC by Section 9-109(c) and (d) of the UCC, including, without limitation, fixtures and deposit accounts, and (c) unregistered Intellectual Property in which a security interest cannot be perfected by said method of filing with the United States Patent and Trademark Office and the filing of a Grant of Copyright Security Interest, substantially in the form of Exhibit III, with the United States Copyright Office (it each such Grant of Trademark Security Interest, Grant of Patent Security Interest and Grant of Copyright Security Interest being understood that due referred to uncertainty herein as a "GRANT"), (iv) in the law case of Equipment that is covered by a certificate of title, upon the filing may also be required with the United States Patent registrar of motor vehicles or other appropriate authority in the applicable jurisdiction of an application requesting the notation of the security interest created hereunder on such certificate of title, the security interests in the Collateral (other than Collateral consisting of investment property that is not a certificated security or deposit account) granted to Secured Party for the ratable benefit of Lenders and Trademark Office Hedge Agreement Counterparties will constitute perfected security interests therein (except to the extent that recordation of the Lien is required under the laws of any foreign country or any subdivision thereof with respect to the Copyrights, Trademarks and the United States Copyright Office, which filing cannot be effected Patents) prior to registration of such Intellectual Property)all other Liens (except for Permitted Encumbrances), subject and all filings and other actions necessary or desirable to no equal perfect and protect such security interest have been duly made or prior Liens except for those Liens (if any) which constitute Permitted Encumbrances and which are, in accordance with the Restated Lease Agreement permitted to have priority equal to or greater than the Liens created pursuant to this Agreement. The Perfection Certificate has been prepared, completed and executed, and the information set forth therein is correct and completetaken.

Perfection. The security interests in such Grantor’s Collateral granted to Secured Party for the ratable benefit of the Lenders and Hedge Providers hereunder constitute valid security interests in such Collateral, securing the payment of the Secured Obligations. Upon (i) the filing of Financing Statements UCC financing statements naming such Grantor as “debtor”, naming Secured Party as “secured party” and describing the Collateral in the jurisdictions listed filing offices with respect to such Grantor set forth on Schedule 64(i) (as such schedule may be amended or supplemented from time to time pursuant to the terms hereof); (ii) in the case of the Securities Collateral of such Grantor consisting of certificated securities or evidenced by instruments, delivery of the certificates representing such certificated securities and delivery of such instruments to Secured Party, in each case duly endorsed or accompanied by duly executed instruments of assignment or transfer in blank; and (iii) in the case of the Intellectual Property Collateral of such Grantor, in addition to the filing of such UCC financing statements, the filing of a Grant of Trademark Security Interest in respect of registered Trademarks, substantially in the form of Exhibit I, and a Grant of Patent Security Agreement (if any) and a Trademark Security Agreement (if any) with the United States Patent and Trademark OfficeInterest in respect of registered Patents, the filing of a Copyright Security Agreement (if any) with the United States Copyright Office, and upon Secured Party's obtaining control of the Investment Property, Deposit Accounts, Electronic Chattel Paper and Letter of Credit Rights of Debtor constituting Collateral in accordance with Section 9-314 of the UCC and the corresponding provisions in Sections 9-104, 9-105, 9-106 and 9-107 (as applicable) of the UCC, and upon Secured Party's or its agents' obtaining possession of the Pledged Shares (or obtaining "control" (as such term is defined in Article or Chapter 8 of the UCC) of the Pledged Shares in one (or more if Secured Party so requests) of the manners prescribed in Section 8-106 of the UCC) and all other Instruments, Chattel Paper and Security Certificates of Debtor the security interest in favor of Secured Party created herein will constitute a valid and perfected Lien upon and security interest substantially in the Collateral (except for (a) vehicles covered by certificates form of titleExhibit II, and (b) other Property excluded from the application of Article or Chapter 9 of the UCC by Section 9-109(c) and (d) of the UCC, including, without limitation, fixtures and deposit accounts, and (c) unregistered Intellectual Property in which a security interest cannot be perfected by said method of filing with the United States Patent and Trademark Office and or the filing of a Grant of Copyright Security Interest in respect of registered Copyrights, substantially in the form of Exhibit III, with the United States Copyright Office (it each such Grant of Trademark Security Interest, Grant of Patent Security Interest and Grant of Copyright Security Interest being understood referred to herein as a “Grant”), (A) the security interests in such Grantor’s Collateral granted to Secured Party for the ratable benefit of the Lenders and Hedge Providers that due to uncertainty (x) may be perfected by filing of a financing statement, (y) that constitutes the Securities Collateral described in clause (ii) or, (z) that constitutes Intellectual Property Collateral described in clause (iii) that may be perfected by recording the security interests granted hereunder in the law a filing may also be required with applicable intellectual property registries (including but not limited to the United States Patent and Trademark Office and the United States Copyright Office, which filing cannot be effected ) will constitute perfected security interests therein prior to registration of such Intellectual Property)all other Liens (except for Permitted Encumbrances), and (B) all filings and other actions necessary to perfect and protect such security interest shall have been duly made or taken. Each agreement purporting to give the Secured Party “control” (as such term is defined in the UCC) over any Collateral is, when executed and delivered by each party thereto, effective to establish the Secured Party’s “control” (as such term is defined in the UCC) of the Collateral subject to no equal or prior Liens except for those Liens (if any) which constitute Permitted Encumbrances and which are, in accordance with the Restated Lease Agreement permitted to have priority equal to or greater than the Liens created pursuant to this Agreement. The Perfection Certificate has been prepared, completed and executed, and the information set forth therein is correct and completethereto.

Perfection. Upon Obligor authorizes the filing Collateral Agent to file such financing statements and continuation statements in such offices as are or shall be necessary or as the Collateral Agent may determine to be appropriate to create, perfect and establish the priority of Financing Statements the liens granted by this Agreement in any and all of the jurisdictions listed on Schedule 6Collateral, to preserve the filing validity, perfection or priority of a Patent Security the liens granted by this Agreement in any and all of the Collateral or to enable the Collateral Agent to exercise its remedies, rights, powers and privileges under this Agreement. Concurrently with the execution and delivery of this Agreement, Obligor shall (if anyi) deliver to the Collateral Agent any and a Trademark Security Agreement all certificates for all Certificated Securities, including those identified in Annex 5, duly endorsed in blank; (if anyii) with respect to any part of the United States Patent Ownership Collateral that constitutes an uncertificated security Obligor shall cause any issuer thereof to register the Collateral Agent as the registered owner of such security; (iii) deliver to the Collateral Agent any and Trademark Officeall Instruments, endorsed or accompanied by such instruments of assignment and transfer in such form and substance as the filing of a Copyright Security Agreement Collateral Agent may reasonably request; (if anyiv) cooperate with the United States Copyright OfficeCollateral Agent in obtaining, and upon Secured Party's obtaining control of take such other actions as are necessary or that the Collateral Agent may reasonably request in order for them to obtain Control with respect to all Deposit Accounts, Investment Property, Deposit Accounts, Electronic Chattel Paper and Letter of Letter-of-Credit Rights included in the Collateral, including (to the extent reasonably requested by the Collateral Agent) (A) in the case of Debtor constituting any Deposit Account for which the Collateral Agent is not the Bank at which that Deposit Account is maintained, using commercially reasonable efforts to cause the Bank to enter into an agreement in accordance such form as the Collateral Agent may in its reasonable discretion accept and (B) in the case of any Security Entitlement, using commercially reasonable efforts to cause the relevant Securities Intermediary to enter into an agreement in such form as the Collateral Agent may in its reasonable discretion accept; (v) cause the Collateral Agent (to the extent requested by the Collateral Agent) to be PLEDGE AND SECURITY AGREEMENT (STEAMBOAT DEVELOPMENT) listed as the lienholder on all certificates of title or ownership relating to Motor Vehicles in the name of Obligor and deliver to the Collateral Agent originals of all such certificates of title or ownership for the Motor Vehicles together with Section 9-314 the odometer statements for each respective Motor Vehicle; (vi) cause the Collateral Agent to be listed as the lienholder on any certificate of title or ownership for any other Equipment covered by a certificate of title or ownership; and (vii) take all such other actions, and authenticate or sign and file or record such other records or instruments, as are necessary or as the Collateral Agent may reasonably request to perfect and establish the priority of the UCC liens granted by this Agreement in any and the corresponding provisions in Sections 9-104, 9-105, 9-106 and 9-107 (as applicable) all of the UCC, and upon Secured Party's Collateral or its agents' obtaining possession of the Pledged Shares (or obtaining "control" (as such term is defined in Article or Chapter 8 of the UCC) of the Pledged Shares in one (or more if Secured Party so requests) of the manners prescribed in Section 8-106 of the UCC) and all other Instruments, Chattel Paper and Security Certificates of Debtor the security interest in favor of Secured Party created herein will constitute a valid and perfected Lien upon and security interest in to enable the Collateral (except for (a) vehicles covered by certificates of titleAgent to exercise its remedies, rights, powers and (b) other Property excluded from the application of Article or Chapter 9 of the UCC by Section 9-109(c) and (d) of the UCCprivileges under this Agreement, including, without limitation, fixtures and deposit accounts, and causing any or all of the Collateral to be transferred of record into the name of the Collateral Agent as such (c) unregistered Intellectual Property in which a security interest cannot be perfected by said method of filing with the United States Patent and Trademark Office and the United States Copyright Office (Collateral Agent agrees that if any Collateral is transferred into its name, the Collateral Agent will thereafter promptly give to Obligor copies of any notices and communications received by it being understood that due with respect to uncertainty in the law a filing may also be required with the United States Patent and Trademark Office and the United States Copyright Office, which filing cannot be effected prior to registration of such Intellectual PropertyCollateral pledged by Obligor hereunder)), subject to no equal or prior Liens except for those Liens (if any) which constitute Permitted Encumbrances and which are, in accordance with the Restated Lease Agreement permitted to have priority equal to or greater than the Liens created pursuant to this Agreement. The Perfection Certificate has been prepared, completed and executed, and the information set forth therein is correct and complete.

Perfection. Upon the filing of Financing Statements The security interests in the jurisdictions listed on Schedule 6, the filing of a Patent Security Agreement (if any) and a Trademark Security Agreement (if any) with the United States Patent and Trademark Office, the filing of a Copyright Security Agreement (if any) with the United States Copyright Office, and upon Secured Party's obtaining control of the Investment Property, Deposit Accounts, Electronic Chattel Paper and Letter of Credit Rights of Debtor constituting Collateral in accordance with Section 9-314 of the UCC and the corresponding provisions in Sections 9-104, 9-105, 9-106 and 9-107 (as applicable) of the UCC, and upon Secured Party's or its agents' obtaining possession of the Pledged Shares (or obtaining "control" (as such term is defined in Article or Chapter 8 of the UCC) of the Pledged Shares in one (or more if granted to Secured Party so requests) for the benefit of the manners prescribed in Section 8-106 of the UCC) Lenders and all other Instruments, Chattel Paper and Security Certificates of Debtor the Hedge Agreement Counterparties hereunder constitute valid security interest in favor of Secured Party created herein will constitute a valid and perfected Lien upon and security interest interests in the Collateral (except for subject to Liens expressly permitted by the Credit Agreement), securing the payment of the Secured Obligations. Upon (ai) vehicles the filing of UCC financing statements naming each Grantor as “debtor”, naming Secured Party as “secured party” and describing the Collateral in the fling offices with respect to such Grantor set forth on Schedule 2 annexed hereto, (ii) in the case of the Securities Collateral consisting of certificated securities or evidenced by Instruments, in addition to filing of such UCC financing statements, delivery of the certificates representing such certificated Securities and delivery of such Instruments to Secured Party (and in the case of Securities Collateral issued by a foreign issuer, any actions required under foreign law to perfect a security interest in such Securities Collateral) in each case duly endorsed or accompanied by duly executed instruments of assignment or transfer in blank, (iii) in the case of the Intellectual Property Collateral, in addition to the filing of such UCC financing statements, the recordation of a Grant with the applicable IP Filing Office, (iv) in the case of Equipment that is covered by certificates a certificate of title, the filing with the registrar of motor vehicles or other appropriate authority in the applicable jurisdiction of an application requesting the notation of the security interest created hereunder on such certificate of title, (v) upon consent of the issuer with respect to Letter-of-Credit Rights and (bvi) other in the case of any Deposit Account and any Investment Property excluded from constituting a Security Entitlement, Securities Account, Commodity Contract or Commodity Account, the application execution and delivery to Secured Party of Article or Chapter 9 an agreement providing for control by Secured Party thereof, the security interests in such Collateral of the UCC types described in clauses (i) through (vi) above granted to Secured Party herein for the benefit of Lenders and Hedge Agreement Counterparties will constitute perfected security interests therein (except to the extent that recordation of the Lien is required under the laws of any foreign country or any subdivisions thereof with respect to the Copyrights, Trademarks and Patents) prior to all other Liens (except for Permitted Encumbrances and Liens permitted by Section 9-109(c) and (dsubsection 7.2A(ii) of the UCCCredit Agreement and the rights of the United States government with respect to United States government receivables), includingand all filings and other actions necessary or desirable to perfect and protect such security interests have been, without limitationor promptly after the Closing Date will be, fixtures duly made or taken (except to the extent that recordation of the Lien is required under the laws of any foreign country or any subdivisions thereof with respect to the Copyrights, Trademarks and deposit accountsPatents); provided that (x) in no event shall Grantor be required to take action with respect to chattel paper with a value of $200,000 or less, Letter-of-Credit Rights with a value of $200,000 or less, Securities with a value of $500,000 or less, Commercial Torts with claims with a value of $500,000 or less, or Deposit and Securities Accounts in which the deposits do not exceed $250,000, and (cy) unregistered Grantors shall only be required to register the Intellectual Property Collateral on a basis consistent with their current and historical business practice; provided further that in the event any of the Grantors shall decide to deviate from such current and historical business practice in connection with this matter, such Grantor shall obtain prior written consent of Administrative Agent, which a security interest canconsent shall not be perfected by said method of filing with the United States Patent and Trademark Office and the United States Copyright Office (it being understood that due to uncertainty in the law a filing may also be required with the United States Patent and Trademark Office and the United States Copyright Office, which filing cannot be effected prior to registration of such Intellectual Property)), subject to no equal or prior Liens except for those Liens (if any) which constitute Permitted Encumbrances and which are, in accordance with the Restated Lease Agreement permitted to have priority equal to or greater than the Liens created pursuant to this Agreement. The Perfection Certificate has been prepared, completed and executed, and the information set forth therein is correct and completeunreasonably withheld.

Perfection. The security interests in such Grantor’s Collateral granted to Secured Party for the benefit of the Lenders and Hedge Providers hereunder constitute valid security interests in such Collateral, securing the payment of the Secured Obligations. Upon (i) the filing of Financing Statements UCC financing statements naming such Grantor as “debtor”, naming Secured Party as “secured party” and describing the Collateral in the jurisdictions listed filing offices with respect to such Grantor set forth on Schedule 64(i) (as such schedule may be amended or supplemented from time to time pursuant to the terms hereof); (ii) in the case of the Securities Collateral of such Grantor consisting of certificated securities or evidenced by instruments, delivery of the certificates representing such certificated securities and delivery of such instruments to Secured Party, in each case duly endorsed or accompanied by duly executed instruments of assignment or transfer in blank; and (iii) in the case of the Intellectual Property Collateral of such Grantor, in addition to the filing of such UCC financing statements, the filing of a Grant of Trademark Security Interest in respect of registered Trademarks, substantially in the form of Exhibit I, and a Grant of Patent Security Agreement (if any) and a Trademark Security Agreement (if any) with the United States Patent and Trademark OfficeInterest in respect of registered Patents, the filing of a Copyright Security Agreement (if any) with the United States Copyright Office, and upon Secured Party's obtaining control of the Investment Property, Deposit Accounts, Electronic Chattel Paper and Letter of Credit Rights of Debtor constituting Collateral in accordance with Section 9-314 of the UCC and the corresponding provisions in Sections 9-104, 9-105, 9-106 and 9-107 (as applicable) of the UCC, and upon Secured Party's or its agents' obtaining possession of the Pledged Shares (or obtaining "control" (as such term is defined in Article or Chapter 8 of the UCC) of the Pledged Shares in one (or more if Secured Party so requests) of the manners prescribed in Section 8-106 of the UCC) and all other Instruments, Chattel Paper and Security Certificates of Debtor the security interest in favor of Secured Party created herein will constitute a valid and perfected Lien upon and security interest substantially in the Collateral (except for (a) vehicles covered by certificates form of titleExhibit II, and (b) other Property excluded from the application of Article or Chapter 9 of the UCC by Section 9-109(c) and (d) of the UCC, including, without limitation, fixtures and deposit accounts, and (c) unregistered Intellectual Property in which a security interest cannot be perfected by said method of filing with the United States Patent and Trademark Office and or the filing of a Grant of Copyright Security Interest in respect of registered Copyrights, substantially in the form of Exhibit III, with the United States Copyright Office (it each such Grant of Trademark Security Interest, Grant of Patent Security Interest and Grant of Copyright Security Interest being understood referred to herein as a “Grant”), (A) the security interests in such Grantor’s Collateral granted to Secured Party for the benefit of the Lenders and Hedge Providers that due to uncertainty (x) may be perfected by filing of a financing statement, (y) that constitutes the Securities Collateral described in clause (ii) or, (z) that constitutes Intellectual Property Collateral described in clause (iii) that may be perfected by recording the security interests granted hereunder in the law a filing may also be required with applicable intellectual property registries (including but not limited to the United States Patent and Trademark Office and the United States Copyright Office, which filing cannot be effected ) will constitute perfected security interests therein prior to registration of such Intellectual Property)all other Liens (except for Permitted Encumbrances), and (B) all filings and other actions necessary to perfect and protect such security interest shall have been duly made or taken. Each agreement purporting to give the Secured Party “control” (as such term is defined in the UCC) over any Collateral is, when executed and delivered by each party thereto, effective to establish the Secured Party’s “control” (as such term is defined in the UCC) of the Collateral subject to no equal or prior Liens except for those Liens (if any) which constitute Permitted Encumbrances and which are, in accordance with the Restated Lease Agreement permitted to have priority equal to or greater than the Liens created pursuant to this Agreement. The Perfection Certificate has been prepared, completed and executed, and the information set forth therein is correct and completethereto.

Perfection. The security interests in the Collateral granted to Secured Party for the ratable benefit of Lenders and Swap Counterparties hereunder constitute valid security interests in the Collateral, securing the payment of the Secured Obligations. Upon (i) the filing of Financing Statements UCC financing statements naming each Grantor as “debtor”, naming Secured Party as “secured party” and describing the Collateral in the jurisdictions listed filing offices with respect to such Grantor set forth on Schedule 62 annexed hereto, (ii) in the case of the Securities Collateral consisting of certificated Securities or evidenced by Instruments, in addition to filing of such UCC financing statements, delivery of the certificates representing such certificated Securities and delivery of such Instruments to Secured Party (and in the case of Securities Collateral issued by a foreign issuer, any actions required under foreign law to perfect a security interest in such Securities Collateral), in each case duly endorsed or accompanied by duly executed instruments of assignment or transfer in blank, (iii) in the case of the Intellectual Property Collateral, in addition to the filing of such UCC financing statements, the recordation of a Patent Security Agreement (if any) and a Trademark Security Agreement (if any) Grant with the United States Patent applicable IP Filing Office and Trademark Office(iv) in the case of any Deposit Account and any Investment Property constituting a Security Entitlement, Securities Account, Commodity Contract or Commodity Account, the filing execution and delivery to Secured Party of a Copyright Security Agreement an agreement providing for control by Secured Party thereof, the security interests in the Collateral granted to Secured Party for the ratable benefit of Lenders and Swap Counterparties will constitute perfected security interests therein prior to all other Liens (if any) with the United States Copyright Office, except for Permitted Encumbrances and upon Secured Party's obtaining control of the Investment Property, Deposit Accounts, Electronic Chattel Paper and Letter of Credit Rights of Debtor constituting Collateral in accordance with Section 9-314 of the UCC and the corresponding provisions in Sections 9-104, 9-105, 9-106 and 9-107 (as applicableLiens permitted by subsection 7.2A(iv) of the UCCCredit Agreement), and upon Secured Party's all filings and other actions necessary or its agents' obtaining possession of desirable to perfect and protect such security interests have been, or promptly after the Pledged Shares (Closing Date will be, duly made or obtaining "control" (as such term is defined in Article or Chapter 8 of the UCC) of the Pledged Shares in one (or more if Secured Party so requests) of the manners prescribed in Section 8-106 of the UCC) and all other Instruments, Chattel Paper and Security Certificates of Debtor the security interest in favor of Secured Party created herein will constitute a valid and perfected Lien upon and security interest in the Collateral (except for (a) vehicles covered by certificates of title, and (b) other Property excluded from the application of Article or Chapter 9 of the UCC by Section 9-109(c) and (d) of the UCC, including, without limitation, fixtures and deposit accounts, and (c) unregistered Intellectual Property in which a security interest cannot be perfected by said method of filing with the United States Patent and Trademark Office and the United States Copyright Office (it being understood that due to uncertainty in the law a filing may also be required with the United States Patent and Trademark Office and the United States Copyright Office, which filing cannot be effected prior to registration of such Intellectual Property)), subject to no equal or prior Liens except for those Liens (if any) which constitute Permitted Encumbrances and which are, in accordance with the Restated Lease Agreement permitted to have priority equal to or greater than the Liens created pursuant to this Agreement. The Perfection Certificate has been prepared, completed and executed, and the information set forth therein is correct and completetaken.

Perfection. Upon Obligor authorizes the filing Collateral Agent to file such financing statements and continuation statements in such offices as are or shall be necessary or as the Collateral Agent may determine to be appropriate to create, perfect and establish the priority of Financing Statements the liens granted by this Agreement in any and all of the jurisdictions listed on Schedule 6Collateral, to preserve the filing validity, perfection or priority of a Patent Security the liens granted by this Agreement in any and all of the Collateral or to enable the Collateral Agent to exercise its remedies, rights, powers and privileges under this Agreement. Concurrently with the execution and delivery of this Agreement, Obligor shall (if anyi) deliver to the Collateral Agent any and a Trademark Security Agreement all certificates for all Certificated Securities, including those identified in Annex 5, duly endorsed in blank; (if anyii) with respect to any part of the United States Patent Ownership Collateral that constitutes an uncertificated security Obligor shall cause any issuer thereof to register the Collateral Agent as the registered owner of such security; (iii) deliver to the Collateral Agent any and Trademark Officeall Instruments, endorsed or accompanied by such instruments of assignment and transfer in such form and substance as the filing of a Copyright Security Agreement Collateral Agent may reasonably request; (if anyiv) cooperate with the United States Copyright OfficeCollateral Agent in obtaining, and upon Secured Party's obtaining control of take such other actions as are necessary or that the Collateral Agent may reasonably request in order for them to obtain Control with respect to all Deposit Accounts, Investment Property, Deposit Accounts, Electronic Chattel Paper and Letter of Letter-of-Credit Rights included in the Collateral, including (to the extent reasonably requested by the Collateral Agent) (A) in the case of Debtor constituting any Deposit Account for which the Collateral Agent is not the Bank at which that Deposit Account is maintained, using commercially reasonable efforts to cause the Bank to enter into an agreement in accordance such form as the Collateral Agent may in its reasonable discretion accept and (B) in the case of any Security Entitlement, using commercially reasonable efforts to cause the relevant Securities Intermediary to enter into an agreement in such form as the Collateral Agent may in its reasonable discretion accept; (v) cause the Collateral Agent (to the extent requested by the Collateral Agent) to be listed as the lienholder on all certificates of title or ownership relating to Motor Vehicles in the name of Obligor and deliver to the Collateral Agent originals of all such certificates of title or ownership for the Motor Vehicles together with Section 9-314 the odometer statements for each respective Motor Vehicle; (vi) cause the Collateral Agent to be listed as the lienholder on any certificate of title or ownership for any other Equipment covered by a certificate of title or ownership; and (vii) take all such other actions, and authenticate or sign and file or record such other records or instruments, as are necessary or as the Collateral Agent may reasonably request to perfect and establish the priority of the UCC liens granted by this Agreement in any and the corresponding provisions in Sections 9-104, 9-105, 9-106 and 9-107 (as applicable) all of the UCC, and upon Secured Party's Collateral or its agents' obtaining possession of the Pledged Shares (or obtaining "control" (as such term is defined in Article or Chapter 8 of the UCC) of the Pledged Shares in one (or more if Secured Party so requests) of the manners prescribed in Section 8-106 of the UCC) and all other Instruments, Chattel Paper and Security Certificates of Debtor the security interest in favor of Secured Party created herein will constitute a valid and perfected Lien upon and security interest in to enable the Collateral (except for (a) vehicles covered by certificates of titleAgent to exercise its remedies, rights, powers and (b) other Property excluded from the application of Article or Chapter 9 of the UCC by Section 9-109(c) and (d) of the UCCprivileges under this Agreement, including, without limitation, fixtures and deposit accounts, and causing any or all of the Collateral to be transferred of PLEDGE AND SECURITY AGREEMENT (cXXXXX) unregistered Intellectual Property in which a security interest cannot be perfected by said method record into the name of filing with the United States Patent and Trademark Office Collateral Agent as such (and the United States Copyright Office (Collateral Agent agrees that if any Collateral is transferred into its name, the Collateral Agent will thereafter promptly give to Obligor copies of any notices and communications received by it being understood that due with respect to uncertainty in the law a filing may also be required with the United States Patent and Trademark Office and the United States Copyright Office, which filing cannot be effected prior to registration of such Intellectual PropertyCollateral pledged by Obligor hereunder)), subject to no equal or prior Liens except for those Liens (if any) which constitute Permitted Encumbrances and which are, in accordance with the Restated Lease Agreement permitted to have priority equal to or greater than the Liens created pursuant to this Agreement. The Perfection Certificate has been prepared, completed and executed, and the information set forth therein is correct and complete.

Perfection. Upon Each Note Obligor, as applicable, shall take all commercially reasonable action that may be necessary or reasonably desirable, or that Noteholder may reasonably request, so as at all times to maintain the filing validity, perfection, enforceability and priority of Financing Statements Noteholder’s security interest in and Lien on the Collateral or to enable Noteholder to protect, exercise or enforce its rights hereunder and in the jurisdictions listed Collateral, including, but not limited to, promptly discharging all Liens on Schedule 6the Collateral other than Permitted Liens; provided, that with respect to the perfection of the Noteholder’s security interest in and Lien on the Collateral, the Note Obligors’ obligations shall be limited to the following: (i) in the case of all Collateral in which a security interest may be perfected by filing a financing statement under the UCC, the completion of such filings in the appropriate filing offices, (ii) in the case of all Collateral consisting of instruments, certificated securities, registered intellectual property, letter of credit rights, commercial tort claims, deposit accounts, commodity accounts and securities accounts, the Payor shall provide, at the time it delivers its monthly management reports pursuant to Section 4.13, a certificate of a Patent Security Agreement Responsible Officer of the Payor describing any such Collateral that was acquired by the Payor since the date the immediately precedent monthly management report was delivered under Section 4.13 and upon Noteholder’s reasonable request in connection therewith, (if anyA) in the case of instruments in an outstanding principal amount equal to or greater than $1,000,000 and a Trademark Security Agreement certificated securities, deliver such instruments and certificated securities to Noteholder, properly endorsed for transfer in blank, (if anyB) in the case of registered intellectual property, deliver promptly executed short form security agreements for filing with the United States Copyright Office or United States Patent and Trademark Office, the filing of a Copyright Security Agreement (if any) with the United States Copyright Office, and upon Secured Party's obtaining control of the Investment Property, Deposit Accounts, Electronic Chattel Paper and Letter of Credit Rights of Debtor constituting Collateral in accordance with Section 9-314 of the UCC and the corresponding provisions in Sections 9-104, 9-105, 9-106 and 9-107 (as applicable, in form and substance reasonably satisfactory to Noteholder, (C) of the UCC, and upon Secured Party's or its agents' obtaining possession of the Pledged Shares (or obtaining "control" (as such term is defined in Article or Chapter 8 of the UCC) of the Pledged Shares in one (or more if Secured Party so requests) of the manners prescribed in Section 8-106 of the UCC) and all other Instruments, Chattel Paper and Security Certificates of Debtor the security interest in favor of Secured Party created herein will constitute a valid and perfected Lien upon and security interest in the Collateral (except for (a) vehicles covered by certificates case of title, and (b) other Property excluded from the application letter of Article or Chapter 9 of the UCC by Section 9-109(c) and (d) of the UCC, including, without limitation, fixtures and deposit accounts, and (c) unregistered Intellectual Property credit rights in which a security interest cannot be perfected by said method of filing with the United States Patent and Trademark Office and the United States Copyright Office (it being understood that due to uncertainty in the law a filing may also be required with the United States Patent and Trademark Office and the United States Copyright Office, which filing cannot be effected prior to registration of such Intellectual Property)), subject to no equal or prior Liens except for those Liens (if any) which constitute Permitted Encumbrances and which are, in accordance with the Restated Lease Agreement permitted to have priority an amount equal to or greater than $1,000,000 that are not supporting obligations, use commercially reasonable efforts to obtain the Liens created consent to the assignment of proceeds of the relevant letter of credit by the issuer or any nominated person in respect thereof, (D) in the case of commercial tort claims, deliver to Noteholder a supplement to Schedule 8.1 hereto containing a specific description of such commercial tort claim and (E) in the case of deposit accounts, commodity accounts and securities accounts (other than Excluded Accounts), use commercially reasonable efforts to as promptly as reasonably practicable provide “control” (as defined in the UCC) over such accounts pursuant to this Agreement. The Perfection Certificate has been preparedan agreement with the applicable deposit bank, completed commodity intermediary or securities intermediary in form and executedsubstance reasonably satisfactory to Noteholder, and (iii) in respect of any assets (excluding broke) with an aggregate fair value in excess of $250,000 held on premises owned by any third party, use commercially reasonable efforts to as promptly as reasonably practicable cause such third party to enter into warehousing or landlord waivers in favor of Noteholder. By its signature hereto, each Note Obligor hereby authorizes Noteholder to file one or more financing, continuation or amendment statements pursuant to the information set forth therein is correct UCC as in effect in any jurisdiction in each jurisdiction and completewith such filing offices that Noteholder deems necessary or desirable in order to perfect its security interests in all or any portion of the Collateral owned by such Note Obligor. With respect to Payor, such financing statements may describe the collateral in the same manner as described in this Note or as “all assets whether now owned or hereafter acquired” or words of similar meaning. All charges, expenses and fees Noteholder may incur in doing any of the foregoing, and any local taxes relating thereto, shall be borne by the Noteholder.

Perfection. Upon The security interests in the Collateral granted to Secured Party for the ratable benefit of Lenders hereunder constitute valid security interests in the Collateral, securing the payment of the Secured Obligations. If the Grantor is a Subsidiary Guarantor, upon (i) the filing of Financing Statements UCC financing statements naming each Grantor as "debtor", naming Secured Party as "secured party" and describing the Collateral in the jurisdictions listed filing offices with respect to such Grantor set forth on Schedule 62 annexed hereto, (ii) in the case of the Securities Collateral consisting of certificated Securities or evidenced by Instruments, in addition to filing of such UCC financing statements, delivery of the certificates representing such certificated Securities and delivery of such Instruments to Secured Party (and in the case of Securities Collateral issued by a foreign issuer, any actions required under foreign law to perfect a security interest in such Securities Collateral), in each case duly endorsed or accompanied by duly executed instruments of assignment or transfer in blank, (iii) in the case of the Intellectual Property Collateral, in addition to the filing of such UCC financing statements, the recordation of a Grant with the applicable IP Filing Office, (iv) in the case of Equipment that is covered by a certificate of title, the filing of a Patent Security Agreement (if any) and a Trademark Security Agreement (if any) with the United States Patent and Trademark Office, registrar of motor vehicles or other appropriate authority in the filing applicable jurisdiction of a Copyright Security Agreement (if any) with an application requesting the United States Copyright Office, and upon Secured Party's obtaining control notation of the Investment Property, Deposit Accounts, Electronic Chattel Paper and Letter of Credit Rights of Debtor constituting Collateral in accordance with Section 9-314 of the UCC and the corresponding provisions in Sections 9-104, 9-105, 9-106 and 9-107 (as applicable) of the UCC, and upon Secured Party's or its agents' obtaining possession of the Pledged Shares (or obtaining "control" (as such term is defined in Article or Chapter 8 of the UCC) of the Pledged Shares in one (or more if Secured Party so requests) of the manners prescribed in Section 8-106 of the UCC) and all other Instruments, Chattel Paper and Security Certificates of Debtor the security interest in favor of Secured Party created herein will constitute a valid and perfected Lien upon and security interest in the Collateral (except for (a) vehicles covered by certificates hereunder on such certificate of title, and (bv) other in the case of any Deposit Account and any Investment Property excluded from constituting a Security Entitlement, Securities Account, Commodity Contract or Commodity Account, the application execution and delivery to Secured Party of Article or Chapter 9 an agreement providing for control by Secured Party thereof, the security interests in the Collateral granted to Secured Party for the ratable benefit of Lenders will constitute perfected security interests therein (except to the extent that recordation of the UCC by Section 9-109(cLien is required under the laws of any foreign country or any subdivisions thereof with respect to the Copyrights, Trademarks and Patents) prior to all other Liens, and (d) all filings and other actions necessary or desirable to perfect and protect such security interests have been, or promptly after the Closing Date will be, duly made or taken. If Grantor is a Borrower, upon entry of the UCCInterim Borrowing Order or Final Borrowing Order, including, without limitation, fixtures and deposit accounts, and (c) unregistered Intellectual Property in which a the security interest cannot be perfected by said method of filing with the United States Patent and Trademark Office and the United States Copyright Office (it being understood that due to uncertainty interests in the law a filing may also be required with Collateral granted to Secured Party for the United States Patent and Trademark Office and the United States Copyright Office, which filing cannot be effected benefit of Lenders hereunder will constitute security interests therein prior to registration of all other Liens other than Liens permitted under the Credit Agreement to the extent such Intellectual Property)), subject to no equal or prior Liens except for those Liens (if any) which constitute Permitted Encumbrances and which are, in accordance with the Restated Lease Agreement are permitted to have be senior in priority equal to or greater than the Liens created pursuant to this Agreement. The Perfection Certificate has been prepared, completed and executed, and in favor of the information set forth therein is correct and completeLenders.

Perfection. The security interests in the Collateral granted to ---------- Secured Party for the ratable benefit of Banks and Agent hereunder constitute valid security interests in the Collateral, securing the payment of the Secured Obligations. Upon (i) the filing of Financing Statements UCC financing statements naming each Grantor as "debtor", naming Secured Party as "secured party" and describing the Collateral in the jurisdictions listed filing offices with respect to such Grantor set forth on Schedule 64(h), (ii) in the case of the Securities Collateral consisting of certificated securities or evidenced by instruments, delivery of the certificates representing such certificated securities and delivery of such instruments to Secured Party, in each case duly endorsed or accompanied by duly executed instruments of assignment or transfer in blank, (iii) in the case of the Intellectual Property Collateral, in addition to the filing of such UCC financing statements, the filing of a Grant of Trademark Security Interest, substantially in the form of Exhibit I, and a Grant of Patent Security Agreement (if any) and a Trademark Security Agreement (if any) Interest, --------- substantially in the form of Exhibit II, with the United States Patent and ---------- Trademark Office, Office and the filing of a Grant of Copyright Security Agreement (if any) Interest, substantially in the form of Exhibit III, with the United States Copyright Office----------- Office (each such Grant of Trademark Security Interest, Grant of Patent Security Interest and upon Secured Party's obtaining control Grant of the Investment PropertyCopyright Security Interest being referred to herein as a "Grant"), Deposit Accounts, Electronic Chattel Paper and Letter of Credit Rights of Debtor constituting Collateral in accordance with Section 9-314 of the UCC and the corresponding provisions in Sections 9-104, 9-105, 9-106 and 9-107 (as applicable) of the UCC, and upon Secured Party's or its agents' obtaining possession of the Pledged Shares (or obtaining "control" (as such term is defined in Article or Chapter 8 of the UCC) of the Pledged Shares in one (or more if Secured Party so requests) of the manners prescribed in Section 8-106 of the UCC) and all other Instruments, Chattel Paper and Security Certificates of Debtor the security interest in favor of Secured Party created herein will constitute a valid and perfected Lien upon and security interest interests in the Collateral granted to Secured Party ----- for the ratable benefit of Banks and Agent will constitute perfected security interests therein, to the extent such security interests may be perfected by filing in the United States or possession, prior to all other Liens (except for (a) vehicles covered Liens expressly permitted by certificates of titlethe Credit Agreement), and (b) all filings and other Property excluded from the application of Article actions necessary or Chapter 9 of the UCC by Section 9-109(c) desirable to perfect and (d) of the UCC, including, without limitation, fixtures and deposit accounts, and (c) unregistered Intellectual Property in which a protect such security interest cannot be perfected by said method of filing with the United States Patent and Trademark Office and the United States Copyright Office (it being understood that due to uncertainty in the law a filing may also be required with the United States Patent and Trademark Office and the United States Copyright Office, which filing cannot be effected prior to registration of such Intellectual Property)), subject to no equal have been duly made or prior Liens except for those Liens (if any) which constitute Permitted Encumbrances and which are, in accordance with the Restated Lease Agreement permitted to have priority equal to or greater than the Liens created pursuant to this Agreement. The Perfection Certificate has been prepared, completed and executed, and the information set forth therein is correct and completetaken.

Perfection. Upon The security interests in the Collateral granted to Collateral Agent for the ratable benefit of the Secured Parties hereunder constitute valid security interests in the Collateral, securing the payment of the Secured Obligations. By virtue of (i) the filing of Financing Statements UCC financing statements (other than fixture filings) naming each Grantor as “debtor”, naming Collateral Agent as “secured party” for the benefit of the Secured Parties and describing the Collateral in the jurisdictions listed filing offices with respect to such Grantor set forth on Schedule 64(h) (to the extent a security interest in such collateral can be perfected by filing a financing statement in each relevant filing office under the provisions of the applicable UCC) and (ii) in the case of the Pledged Shares (other than uncertificated Pledged Shares constituting general intangibles) and Pledged Debt, delivery of certificates or instruments representing or evidencing such Pledged Shares and Pledged Debt to Collateral Agent, in each case duly endorsed or accompanied by duly executed instruments of assignment or transfer in blank, (iii) in the case of the Intellectual Property Collateral consisting of Copyright Registrations, the filing of a Patent Security Agreement (if any) and a Trademark Security Agreement (if any) with the United States Patent and Trademark Office, the filing Grant of a Copyright Security Agreement (if any) Interest with the United States Copyright Office, and upon Secured Party's obtaining control of the Investment Property, Deposit Accounts, Electronic Chattel Paper and Letter of Credit Rights of Debtor constituting Collateral in accordance with Section 9-314 of the UCC and the corresponding provisions in Sections 9-104, 9-105, 9-106 and 9-107 (as applicable) of the UCC, and upon Secured Party's or its agents' obtaining possession of the Pledged Shares (or obtaining "control" (as such term is defined in Article or Chapter 8 of the UCC) of the Pledged Shares in one (or more if Secured Party so requests) of the manners prescribed in Section 8-106 of the UCC) and all other Instruments, Chattel Paper and Security Certificates of Debtor the security interest in favor of Secured Party created herein will constitute a valid and perfected Lien upon and security interest in the Collateral (except for (a) vehicles covered by certificates of title, and (b) other Property excluded from the application of Article or Chapter 9 of the UCC by Section 9-109(c) and (d) of the UCC, including, without limitation, fixtures and deposit accounts, and (c) unregistered Intellectual Property in which a security interest cannot be perfected by said method of filing with the United States Patent and Trademark Office and the United States Copyright Office (it each such Grant of Copyright Security Interest being understood that due referred to uncertainty herein as a “Grant”), (iv) in the law a filing may also be required with case of Deposit Accounts, the United States Patent establishment of “control” (within the meaning of Section 9-104 of the UCC) in such Deposit Accounts and Trademark Office and (v) in the United States Copyright Officecase of letter-of-credit rights, which filing cannot be effected prior upon the consent of the issuer of the related letter of credit to registration an assignment of proceeds of such Intellectual Property)), subject letter of credit to no equal or prior Liens except for those Liens (if any) which constitute Permitted Encumbrances and which areCollateral Agent, in accordance with the Restated Lease Agreement permitted to have priority equal to or greater than the Liens created each case pursuant to and to the extent required under this Agreement. The Perfection Certificate has , the security interests in the Collateral granted to Collateral Agent for the benefit of the Secured Parties will constitute perfected First Priority security interests therein and all filings (other than fixture filings) and to the extent required under this agreement other actions heretofore necessary or desirable to perfect and protect such security interests have been prepared, completed and executed, and the information set forth therein is correct and completeduly made or taken.

Perfection. The security interests in the Collateral granted to Secured Party for the ratable benefit of Lenders, Hedge Banks and Cash Management Banks hereunder constitute valid security interests in the Collateral, securing the payment of the Secured Obligations. Upon (i) the filing of Financing Statements UCC financing statements naming each Grantor as “debtor”, naming Secured Party as “secured party” and describing the Collateral in the jurisdictions listed filing offices with respect to such Grantor set forth on Schedule 62 annexed hereto, (ii) in the case of the Pledged Collateral consisting of certificated Securities or evidenced by Instruments, in addition to filing of such UCC financing statements, delivery of the certificates representing such certificated Securities and delivery of such Instruments to Secured Party, and in the case of Pledged Collateral issued by a foreign issuer, any actions required under foreign law to perfect a security interest in such Pledged Collateral), in each case duly endorsed or accompanied by duly executed instruments of assignment or transfer in blank, (iii) in the case of the Intellectual Property Collateral described in clause (a) of the definition thereof, in addition to the filing of such UCC financing statements, the recordation of a Grant with the applicable IP Filing Office, (iv) in the case of Equipment that is covered by a certificate of title, the filing of a Patent Security Agreement (if any) and a Trademark Security Agreement (if any) with the United States Patent registrar of motor vehicles or other appropriate authority in the applicable jurisdiction of an application requesting the notation of the security interest created hereunder on such certificate of title, (v), in the case of any Deposit Account and Trademark Officeany Investment Property constituting a Security Entitlement, Securities Account, Commodity Contract or Commodity Account, the filing execution and delivery to Secured Party of an agreement providing for control by Secured Party thereof, (vi) in the case of Letter-of-Credit Rights (other than Letter-of-Credit Rights consisting of Supporting Obligations for Collateral as to which Secured Party otherwise has a Copyright Security Agreement (if any) with perfected security interest), the United States Copyright Office, and upon Secured Party's obtaining control issuer of the Investment Property, Deposit Accounts, Electronic Chattel Paper and Letter applicable letter of Credit Rights credit has consented to the assignment of Debtor constituting Collateral in accordance with proceeds thereof under Section 9-314 of the UCC and the corresponding provisions in Sections 9-104, 9-105, 9-106 and 9-107 (as applicable5‑114(c) of the UCC, and upon Secured Party's or its agents' obtaining possession (vii) in the case of Commercial Tort Claims, the Pledged Shares (or obtaining "control" (as such term is defined sufficient identification thereof in Article or Chapter 8 of the UCC) of the Pledged Shares in one (or more if Secured Party so requests) of the manners prescribed in Section 8-106 of the UCC) and all other Instrumentsfiled UCC financing statements, Chattel Paper and Security Certificates of Debtor the security interest in favor of Secured Party created herein will constitute a valid and perfected Lien upon and security interest interests in the Collateral (except for (a) vehicles covered by certificates of title, and (b) other Property excluded from the application of Article or Chapter 9 of the UCC by Section 9-109(c) and (d) of the UCC, including, without limitation, fixtures and deposit accounts, and (c) unregistered Intellectual Property security interests in which a security interest Collateral that cannot be perfected by said method the filing of filing with financing statements) granted to Secured Party for the United States Patent ratable benefit of Lenders, Hedge Banks and Trademark Office and the United States Copyright Office (it being understood that due to uncertainty in the law a filing may also be required with the United States Patent and Trademark Office and the United States Copyright Office, which filing cannot be effected Cash Management Banks will constitute perfected security interests therein prior to registration all other Liens (except for Liens permitted by clauses (b) through (r) of such Intellectual Property)Section 7.01 of the Credit Agreement), subject and all filings and other actions required under this Agreement and necessary to no equal perfect and protect such security interests have been duly made or prior Liens except for those Liens (if any) which constitute Permitted Encumbrances and which are, in accordance with the Restated Lease Agreement permitted to have priority equal to or greater than the Liens created pursuant to this Agreement. The Perfection Certificate has been prepared, completed and executed, and the information set forth therein is correct and completetaken.

Perfection. The security interests in the Collateral granted to Secured Party for the ratable benefit of Lenders and Swap Counterparties hereunder constitute valid security interests in the Collateral, securing the payment of the Secured Obligations. Upon (i) the filing of Financing Statements UCC financing statements naming each Grantor as “debtor”, naming Secured Party as “secured party” and describing the Collateral in the jurisdictions listed filing offices with respect to such Grantor set forth on Schedule 62 annexed hereto, (ii) in the case of the Securities Collateral consisting of certificated Securities or evidenced by Instruments, in addition to filing of such UCC financing statements, delivery of the certificates representing such certificated Securities and delivery of such Instruments to Secured Party (and in the case of Securities Collateral issued by a foreign issuer, any actions required under foreign law to perfect a security interest in such Securities Collateral), in each case duly endorsed or accompanied by duly executed instruments of assignment or transfer in blank, and (iii) in the case of the Intellectual Property Collateral, in addition to the filing of such UCC financing statements, the recordation of a Patent Security Agreement (if any) and a Trademark Security Agreement (if any) Grant with the United States Patent and Trademark applicable IP Filing Office, the filing security interests in the Collateral granted to Secured Party for the ratable benefit of a Copyright Security Agreement Lenders and Swap Counterparties will constitute perfected security interests therein prior to all other Liens (if any) with the United States Copyright Office, except for Permitted Encumbrances and upon Secured Party's obtaining control of the Investment Property, Deposit Accounts, Electronic Chattel Paper and Letter of Credit Rights of Debtor constituting Collateral in accordance with Section 9-314 of the UCC and the corresponding provisions in Sections 9-104, 9-105, 9-106 and 9-107 (as applicableLiens permitted by subsection 7.2A(iv) of the UCCCredit Agreement) securing the payment of the Secured Obligations, and upon Secured Party's all filings and other actions necessary or its agents' obtaining possession desirable to perfect and protect such security interests have been, or promptly after the Closing Date will be, duly made or taken. List of the Pledged Shares (or obtaining "control" (as such term is defined in Article or Chapter 8 of the UCC) of the Pledged Shares in one (or more if Secured Party so requests) of the manners prescribed in Section 8-106 of the UCC) and all other Instruments, Chattel Paper and Security Certificates of Debtor the security interest in favor of Secured Party created herein will constitute a valid and perfected Lien upon and security interest in the Collateral (except for (a) vehicles covered by certificates of title, and (b) other Property excluded from the application of Article or Chapter 9 of the UCC by Section 9-109(c) and (d) of the UCC, including, without limitation, fixtures and deposit accounts, and (c) unregistered Intellectual Property in which a security interest cannot be perfected by said method of filing with the United States Patent and Trademark Office and the United States Copyright Office (it being understood that due to uncertainty in the law a filing may also be required with the United States Patent and Trademark Office and the United States Copyright Office, which filing cannot be effected prior to registration of such Intellectual Property)), subject to no equal or prior Liens except for those Liens (if any) which constitute Permitted Encumbrances and which are, in accordance with the Restated Lease Agreement permitted to have priority equal to or greater than the Liens created pursuant to this Agreement. The Perfection Certificate has been prepared, completed and executed, and the information set forth therein is correct and complete.Exhibits

Perfection. The security interests in the Collateral granted to Secured Party for the ratable benefit of the Lenders and Interest Rate Hedgers hereunder constitute valid security interests in the Collateral, securing the payment of the Secured Obligations. Upon (i) the filing of Financing Statements UCC financing statements naming each Grantor as "debtor", naming Secured Party as "secured party" and describing the Collateral in the jurisdictions listed filing offices with respect to such Grantor set forth on Schedule 64(i), (ii) in the case of the Securities Collateral consisting of certificated securities or evidenced by instruments, delivery of the certificates representing such certificated securities and delivery of such instruments to Secured Party, in each case duly endorsed or accompanied by duly executed instruments of assignment or transfer in blank, (iii) in the case of the Intellectual Property Collateral, in addition to the filing of such UCC financing statements, the filing of a Grant of Trademark Security Interest, substantially in the form of Exhibit I, and a Grant of Patent Security Agreement (if any) and a Trademark Security Agreement (if any) with the United States Patent and Trademark OfficeInterest, the filing of a Copyright Security Agreement (if any) with the United States Copyright Office, and upon Secured Party's obtaining control of the Investment Property, Deposit Accounts, Electronic Chattel Paper and Letter of Credit Rights of Debtor constituting Collateral in accordance with Section 9-314 of the UCC and the corresponding provisions in Sections 9-104, 9-105, 9-106 and 9-107 (as applicable) of the UCC, and upon Secured Party's or its agents' obtaining possession of the Pledged Shares (or obtaining "control" (as such term is defined in Article or Chapter 8 of the UCC) of the Pledged Shares in one (or more if Secured Party so requests) of the manners prescribed in Section 8-106 of the UCC) and all other Instruments, Chattel Paper and Security Certificates of Debtor the security interest in favor of Secured Party created herein will constitute a valid and perfected Lien upon and security interest substantially in the Collateral (except for (a) vehicles covered by certificates form of titleExhibit II, and (b) other Property excluded from the application of Article or Chapter 9 of the UCC by Section 9-109(c) and (d) of the UCC, including, without limitation, fixtures and deposit accounts, and (c) unregistered Intellectual Property in which a security interest cannot be perfected by said method of filing with the United States Patent and Trademark Office and the filing of a Grant of Copyright Security Interest, substantially in the form of Exhibit III, with the United States Copyright Office (it each such Grant of Trademark Security Interest, Grant of Patent Security Interest and Grant of Copyright Security Interest being understood that due referred to uncertainty herein as a "Grant"), and (iv) in the law case of Equipment that is covered by a certificate of title, the filing may also be required with the United States Patent registrar of motor vehicles or other appropriate authority in the applicable jurisdiction of an application requesting the notation of the security interest created hereunder on such certificate of title, the security interests in the Collateral granted to Secured Party for the ratable benefit of the Lenders and Trademark Office and the United States Copyright Office, which filing cannot be effected Interest Rate Hedgers will constitute perfected security interests therein prior to registration all other Liens (except in the case of such Intellectual Property)clauses (i), subject to no equal or prior (iii) and (iv) above for Liens except for those Liens (if any) which constitute Permitted Encumbrances and which are, in accordance with the Restated Lease Agreement permitted to have priority equal to or greater than the Liens created pursuant to this Section 10.3 of the Credit Agreement. The Perfection Certificate has been prepared, completed and executed), and the information set forth therein is correct all filings and completeother actions necessary or desirable to perfect and protect such security interest have been duly made or taken.

Perfection. The security interests in the Collateral granted to Secured Party for the ratable benefit of the Lenders and Interest Rate Exchangers hereunder constitute valid security interests in the Collateral, securing the payment of the Secured Obligations. Upon (i) the filing of Financing Statements UCC financing statements naming each Grantor as "debtor", naming Secured Party as "secured party" and describing the Collateral in the jurisdictions listed filing offices with respect to such Grantor set forth on Schedule 64(i), (ii) in the case of the Securities Collateral consisting of certificated securities or evidenced by instruments, delivery of the certificates representing such certificated securities and delivery of such instruments to Secured Party, in each case duly endorsed or accompanied by duly executed instruments of assignment or transfer in blank, and (iii) in the case of the Intellectual Property Collateral (excluding Intellectual Property Collateral directly applied for in foreign jurisdictions), in addition to the filing of such UCC financing statements, the filing of a Grant of Trademark Security Interest, substantially in the form of Exhibit I, and a Grant of Patent Security Agreement (if any) and a Trademark Security Agreement (if any) with the United States Patent and Trademark OfficeInterest, the filing of a Copyright Security Agreement (if any) with the United States Copyright Office, and upon Secured Party's obtaining control of the Investment Property, Deposit Accounts, Electronic Chattel Paper and Letter of Credit Rights of Debtor constituting Collateral in accordance with Section 9-314 of the UCC and the corresponding provisions in Sections 9-104, 9-105, 9-106 and 9-107 (as applicable) of the UCC, and upon Secured Party's or its agents' obtaining possession of the Pledged Shares (or obtaining "control" (as such term is defined in Article or Chapter 8 of the UCC) of the Pledged Shares in one (or more if Secured Party so requests) of the manners prescribed in Section 8-106 of the UCC) and all other Instruments, Chattel Paper and Security Certificates of Debtor the security interest in favor of Secured Party created herein will constitute a valid and perfected Lien upon and security interest substantially in the Collateral (except for (a) vehicles covered by certificates form of titleExhibit II, and (b) other Property excluded from the application of Article or Chapter 9 of the UCC by Section 9-109(c) and (d) of the UCC, including, without limitation, fixtures and deposit accounts, and (c) unregistered Intellectual Property in which a security interest cannot be perfected by said method of filing with the United States Patent and Trademark Office and the filing of a Grant of Copyright Security Interest, substantially in the form of Exhibit III, with the United States Copyright Office (it each such Grant of Trademark Security Interest, Grant of Patent Security Interest and Grant of Copyright Security Interest being understood that due referred to uncertainty herein as a "GRANT"), the security interests in the law a filing may also be required with Collateral granted to Secured Party for the United States Patent ratable benefit of the Lenders and Trademark Office and the United States Copyright Office, which filing cannot be effected Interest Rate Exchangers will constitute perfected security interests therein prior to registration of all other Liens (except for Permitted Encumbrances on Collateral other than the Securities Collateral) to the extent such Intellectual Property)security interests may be perfected by the actions described in clauses (i), subject to no equal or prior Liens except for those Liens (if anyii) which constitute Permitted Encumbrances and which are, in accordance with the Restated Lease Agreement permitted to have priority equal to or greater than the Liens created pursuant to this Agreement. The Perfection Certificate has been prepared, completed and executed(iii) above, and the information set forth therein is correct all filings and completeother actions necessary or desirable to perfect and protect such security interest have been duly made or taken.

Perfection. The security interests in the Collateral granted to the Secured Party constitute valid security interests in the Collateral, securing the payment and performance of each Grantor’s Secured Obligations. Upon (i) in the case of security interests that may be perfected under the UCC by the filing of Financing Statements in the jurisdictions listed on Schedule 6a financing statement, the filing of a Patent Security Agreement UCC financing statements naming each Grantor as “debtor”, naming the Secured Party as “secured party” and describing the Collateral in the filing offices with respect to such Grantor set forth on Schedule 2 annexed hereto (if anyor as specified by Aevi to the Secured Party after the date hereof as required by Section 21), (ii) and a Trademark Security Agreement (if any) with in the United States Patent and Trademark Officecase of the Securities Collateral consisting of certificated Securities or evidenced by Instruments, in addition to the filing of a Copyright Security Agreement (if any) with the United States Copyright Officesuch UCC financing statements, and upon Secured Party's obtaining control delivery of the Investment Property, Deposit Accounts, Electronic Chattel Paper certificates representing such certificated Securities and Letter delivery of Credit Rights of Debtor constituting Collateral in accordance with Section 9-314 of such Instruments to the UCC and the corresponding provisions in Sections 9-104, 9-105, 9-106 and 9-107 (as applicable) of the UCC, and upon Secured Party's or its agents' obtaining possession of the Pledged Shares (or obtaining "control" (as such term is defined in Article or Chapter 8 of the UCC) of the Pledged Shares in one (or more if Secured Party so requests) (and in the case of the manners prescribed in Section 8-106 of the UCC) and all other InstrumentsSecurities Collateral issued by a foreign issuer, Chattel Paper and Security Certificates of Debtor the any actions required under foreign law to perfect a security interest in favor such Securities Collateral), in each case duly endorsed or accompanied by duly executed instruments of assignment or transfer in blank, (iii) in the case of any Intellectual Property Collateral, in addition to the filing of such UCC financing statements, the recordation of a Grant with the applicable IP Filing Office and (iv) in the case of any Deposit Account and any Investment Property constituting a Security Entitlement, Securities Account, Commodity Contract or Commodity Account, the execution and delivery to the Secured Party created herein will constitute a valid and perfected Lien upon and of an agreement providing for Control by the Secured Party thereof, the security interest interests in the Collateral granted to the Secured Party will constitute perfected security interests therein prior to all other Liens (except for (a) vehicles covered by certificates of titleother than Permitted Encumbrances), and (b) all filings and other Property excluded from the application of Article actions necessary or Chapter 9 desirable to perfect such security interests have been duly made or taken or will be duly made or taken as of the UCC by Section 9-109(c) and (d) date of the UCC, including, without limitation, fixtures and deposit accounts, and (c) unregistered Intellectual Property in which a security interest cannot be perfected by said method of filing with the United States Patent and Trademark Office and the United States Copyright Office (it being understood that due to uncertainty in the law a filing may also be required with the United States Patent and Trademark Office and the United States Copyright Office, which filing cannot be effected prior to registration of such Intellectual Property)), subject to no equal or prior Liens except for those Liens (if any) which constitute Permitted Encumbrances and which are, in accordance with the Restated Lease Agreement permitted to have priority equal to or greater than the Liens created pursuant to this Agreement. The Perfection Certificate has been prepared, completed and executed, and the information set forth therein is correct and completePost-Closing Certificate.

Perfection. Upon entry of the DIP Order by the Bankruptcy Court, the security interests in the Collateral granted to Agent for the benefit of Secured Parties hereunder shall constitute valid security interests in the Collateral, securing the payment of the Secured Obligations. Upon (i) the filing of Financing Statements UCC financing statements naming each Grantor as “debtor”, naming Agent as “Secured Party” and describing the Collateral in the jurisdictions listed filing offices with respect to such Grantor set forth on Schedule 62 annexed hereto, (ii) the entry of the DIP Order by the Bankruptcy Court, (iii) in the case of the Securities Collateral consisting of certificated Securities or evidenced by Instruments, in addition to filing of such UCC financing statements, delivery of the certificates representing such certificated Securities and delivery of such Instruments to Agent, in each case duly endorsed or accompanied by duly executed instruments of assignment or transfer in blank, (iv) in the case of the Intellectual Property Collateral constituting Copyrights and Copyright Rights, in addition to the filing of a Patent Security Agreement (if any) and a Trademark Security Agreement (if any) with the United States Patent and Trademark Officesuch UCC financing statements, the filing recordation of a Copyright Security Agreement (if any) Grant with the United States Copyright Office, and upon Secured Party's obtaining control (v) in the case of Equipment that is covered by a certificate of title, the Investment Property, Deposit Accounts, Electronic Chattel Paper and Letter filing with the registrar of Credit Rights motor vehicles or other appropriate authority in the applicable jurisdiction of Debtor constituting Collateral in accordance with Section 9-314 an application requesting the notation of the UCC and the corresponding provisions in Sections 9-104, 9-105, 9-106 and 9-107 (as applicable) of the UCC, and upon Secured Party's or its agents' obtaining possession of the Pledged Shares (or obtaining "control" (as such term is defined in Article or Chapter 8 of the UCC) of the Pledged Shares in one (or more if Secured Party so requests) of the manners prescribed in Section 8-106 of the UCC) and all other Instruments, Chattel Paper and Security Certificates of Debtor the security interest in favor of Secured Party created herein will constitute a valid and perfected Lien upon and security interest in the Collateral (except for (a) vehicles covered by certificates hereunder on such certificate of title, and (bvi) in the case of any Deposit Account and any Investment Property constituting a Security Entitlement, Securities Account, Commodity Contract or Commodity Account, the execution and delivery to Agent of an agreement providing for control by Agent thereof or the filing of a PPSA financing statement in Canada, the security interests in the Collateral granted by each Grantor to Agent for the benefit of Secured Parties will constitute perfected security interests therein prior to all other Property excluded from the application of Article or Chapter 9 of the UCC by Section 9-109(c) and Liens (d) of the UCC, including, without limitation, fixtures and deposit accountsexcept for Permitted Senior Liens), and (c) unregistered all filings and other actions necessary or desirable to perfect and protect such security interests will have been duly made or taken. Upon the recordation of a Grant with respect to the Intellectual Property in which a security interest cannot be perfected by said method of filing Collateral with the United States Patent and Trademark Office and the United States Copyright Office (it being understood that due to uncertainty in the law a filing may also be required with the United States Patent and Trademark Office and the United States Copyright applicable IP Filing Office, which filing cannot be effected prior no subsequent purchaser or mortgagee for value may obtain claim in or title to registration of any Intellectual Property Collateral having priority or seniority over the security interests in such Intellectual Property)), subject Property Collateral granted by each Grantor to no equal or prior Liens except Agent for those Liens (if any) which constitute Permitted Encumbrances and which are, in accordance with the Restated Lease Agreement permitted to have priority equal to or greater than the Liens created benefit of Secured Parties pursuant to this Agreement. The Perfection Certificate has been prepared, completed and executed, and the information set forth therein is correct and completehereto.

Perfection. The security interests in the Collateral granted ---------- to Secured Party for the ratable benefit of Banks and Agent hereunder constitute valid security interests in the Collateral, securing the payment of the Secured Obligations. Upon (i) the filing of Financing Statements UCC financing statements naming each Grantor as "debtor", naming Secured Party as "secured party" and describing the Collateral in the jurisdictions listed filing offices with respect to such Grantor set forth on Schedule 64(h), (ii) in the case of the Securities Collateral consisting of certificated securities or evidenced by instruments, delivery of the certificates representing such certificated securities and delivery of such instruments to Secured Party, in each case duly endorsed or accompanied by duly executed instruments of assignment or transfer in blank, (iii) in the case of the Intellectual Property Collateral, in addition to the filing of such UCC financing statements, the filing of a Grant of Trademark Security Interest, substantially in the form of Exhibit I, and a Grant of Patent Security Agreement (if any) and a Trademark Security Agreement (if any) Interest, --------- substantially in the form of Exhibit II, with the United States Patent and ---------- Trademark Office, Office and the filing of a Grant of Copyright Security Agreement (if any) Interest, substantially in the form of Exhibit III, with the United States Copyright Office----------- Office (each such Grant of Trademark Security Interest, Grant of Patent Security Interest and upon Secured Party's obtaining control Grant of the Investment PropertyCopyright Security Interest being referred to herein as a "Grant"), Deposit Accounts, Electronic Chattel Paper and Letter of Credit Rights of Debtor constituting Collateral in accordance with Section 9-314 of the UCC and the corresponding provisions in Sections 9-104, 9-105, 9-106 and 9-107 (as applicable) of the UCC, and upon Secured Party's or its agents' obtaining possession of the Pledged Shares (or obtaining "control" (as such term is defined in Article or Chapter 8 of the UCC) of the Pledged Shares in one (or more if Secured Party so requests) of the manners prescribed in Section 8-106 of the UCC) and all other Instruments, Chattel Paper and Security Certificates of Debtor the security interest in favor of Secured Party created herein will constitute a valid and perfected Lien upon and security interest interests in the Collateral granted to Secured Party for ----- the ratable benefit of Banks and Agent will constitute perfected security interests therein, to the extent such security interests may be perfected by filing in the United States or possession, prior to all other Liens (except for (a) vehicles covered Liens expressly permitted by certificates of titlethe Credit Agreement), and (b) all filings and other Property excluded from the application of Article actions necessary or Chapter 9 of the UCC by Section 9-109(c) desirable to perfect and (d) of the UCC, including, without limitation, fixtures and deposit accounts, and (c) unregistered Intellectual Property in which a protect such security interest cannot be perfected by said method of filing with the United States Patent and Trademark Office and the United States Copyright Office (it being understood that due to uncertainty in the law a filing may also be required with the United States Patent and Trademark Office and the United States Copyright Office, which filing cannot be effected prior to registration of such Intellectual Property)), subject to no equal have been duly made or prior Liens except for those Liens (if any) which constitute Permitted Encumbrances and which are, in accordance with the Restated Lease Agreement permitted to have priority equal to or greater than the Liens created pursuant to this Agreement. The Perfection Certificate has been prepared, completed and executed, and the information set forth therein is correct and completetaken.

Perfection. The security interests in the Collateral granted to Secured Party for the ratable benefit of the Lenders and Hedge Exchangers hereunder constitute valid security interests in the Collateral, securing the payment of the Secured Obligations. Upon (i) the filing of Financing Statements UCC financing statements naming each Grantor as "debtor", naming Secured Party for the benefit of the Lenders and any Hedge Exchangers as "secured party" and describing the Collateral in the jurisdictions listed filing offices with respect to such Grantor set forth on Schedule 64(i), (ii) in the case of the Securities Collateral consisting of certificated securities or evidenced by instruments, delivery of the certificates representing such certificated securities and delivery of such instruments to Secured Party, in each case duly endorsed or accompanied by duly executed undated instruments of assignment or transfer in blank, (iii) in the case of the Intellectual Property Collateral, in addition to the filing of such UCC financing statements, the filing of a Grant of Trademark Security Interest, substantially in the form of Exhibit I, and a Grant of Patent Security Agreement (if any) and a Trademark Security Agreement (if any) with the United States Patent and Trademark OfficeInterest, the filing of a Copyright Security Agreement (if any) with the United States Copyright Office, and upon Secured Party's obtaining control of the Investment Property, Deposit Accounts, Electronic Chattel Paper and Letter of Credit Rights of Debtor constituting Collateral in accordance with Section 9-314 of the UCC and the corresponding provisions in Sections 9-104, 9-105, 9-106 and 9-107 (as applicable) of the UCC, and upon Secured Party's or its agents' obtaining possession of the Pledged Shares (or obtaining "control" (as such term is defined in Article or Chapter 8 of the UCC) of the Pledged Shares in one (or more if Secured Party so requests) of the manners prescribed in Section 8-106 of the UCC) and all other Instruments, Chattel Paper and Security Certificates of Debtor the security interest in favor of Secured Party created herein will constitute a valid and perfected Lien upon and security interest substantially in the Collateral (except for (a) vehicles covered by certificates form of titleExhibit II, and (b) other Property excluded from the application of Article or Chapter 9 of the UCC by Section 9-109(c) and (d) of the UCC, including, without limitation, fixtures and deposit accounts, and (c) unregistered Intellectual Property in which a security interest cannot be perfected by said method of filing with the United States Patent and Trademark Office and the filing of a Grant of Copyright Security Interest, substantially in the form of Exhibit III, with the United States Copyright Office (it each such Grant of Trademark Security Interest, Grant of Patent Security Interest and Grant of Copyright Security Interest being understood that due referred to uncertainty herein as a "GRANT"), and (iv) in the law case of Equipment that is covered by a certificate of title, the filing may also be required with the United States Patent registrar of motor vehicles or other appropriate authority in the applicable jurisdiction of an application requesting the notation of the security interest created hereunder on such certificate of title, the security interests in the Collateral granted to Secured Party for the ratable benefit of the Lenders and Trademark Office and the United States Copyright Office, which filing cannot be effected Hedge Exchangers will constitute perfected security interests therein prior to registration of such Intellectual Property)all other Liens (except for Permitted Encumbrances), subject and all filings and other actions necessary or desirable to no equal perfect and protect such security interests will have been duly made or prior Liens except for those Liens (if any) which constitute Permitted Encumbrances and which are, in accordance with the Restated Lease Agreement permitted to have priority equal to or greater than the Liens created pursuant to this Agreement. The Perfection Certificate has been prepared, completed and executed, and the information set forth therein is correct and completetaken.

Perfection. The security interests in the Collateral granted to the Administrative Agent for the ratable benefit of Secured Parties constitute valid security interests in the Collateral, securing the payment of the Secured Obligations. Upon (i) the filing of Financing Statements UCC financing statements naming each Grantor as “debtor”, naming the Administrative Agent as “secured party” and describing the Collateral in the jurisdictions listed filing offices with respect to such Grantor set forth on Schedule 62 annexed hereto, (ii) in the case of the Securities Collateral consisting of certificated Securities or evidenced by Instruments, in addition to filing of such UCC financing statements, delivery of the certificates representing such certificated Securities and delivery of such Instruments to the Administrative Agent (and in the case of Securities Collateral issued by a foreign issuer, any actions required under foreign law to perfect a security interest in such Securities Collateral), in each case duly endorsed or accompanied by duly executed instruments of assignment or transfer in blank, (iii) in the case of the Intellectual Property Collateral, in addition to the filing of such UCC financing statements, the recordation of a Grant with the applicable IP Filing Office (and the taking of any actions required to perfect or make effective the security interest of the Administrative Agent in Intellectual Property Collateral created under the laws of jurisdictions outside the United States and the making of subsequent recordations in the IP Filing Offices with respect to Intellectual Property Collateral acquired after the date hereof and with respect to the Restricted Patents, if and when such Patents are no longer Restricted Patents), (iv) in the case of Equipment that is covered by a certificate of title, the filing of a Patent Security Agreement (if any) and a Trademark Security Agreement (if any) with the United States Patent and Trademark Office, registrar of motor vehicles or other appropriate authority in the filing applicable jurisdiction of a Copyright Security Agreement (if any) with an application requesting the United States Copyright Office, and upon Secured Party's obtaining control notation of the Investment Property, Deposit Accounts, Electronic Chattel Paper and Letter of Credit Rights of Debtor constituting Collateral in accordance with Section 9-314 of the UCC and the corresponding provisions in Sections 9-104, 9-105, 9-106 and 9-107 (as applicable) of the UCC, and upon Secured Party's or its agents' obtaining possession of the Pledged Shares (or obtaining "control" (as such term is defined in Article or Chapter 8 of the UCC) of the Pledged Shares in one (or more if Secured Party so requests) of the manners prescribed in Section 8-106 of the UCC) and all other Instruments, Chattel Paper and Security Certificates of Debtor the security interest in favor of Secured Party created herein will constitute a valid and perfected Lien upon and security interest in the Collateral (except for (a) vehicles covered by certificates hereunder on such certificate of title, and (bv), in the case of any Deposit Account and any Investment Property constituting a Security Entitlement, Securities Account, Commodity Contract or Commodity Account, the execution and delivery to the Administrative Agent of an agreement providing for control by the Administrative Agent thereof, the security interests in the Collateral (other than Collateral subject to the Mortgages or receivables subject to the Federal Assignment of Claims Act) other Property excluded from granted to the application of Article or Chapter 9 Administrative Agent for the ratable benefit of the UCC Secured Parties will constitute perfected security interests therein prior to all other Liens (except for Permitted Encumbrances and Liens permitted by Section 9-109(c) and (d) subsection 7.2A of the UCCCredit Agreement), includingand, without limitationsubject to the filings and other actions set forth in subsection (iii) above, fixtures all filings and deposit accountsother actions necessary to perfect such security interests have been duly made or taken. Notwithstanding anything herein or in any other Loan Document to the contrary, and (c) unregistered such Grantor shall not have any obligation to file any security agreements or notices thereof with respect to, or to perfect any security interest of the Administrative Agent in, any Intellectual Property Collateral in which a security interest cannot be perfected by said method of filing with any jurisdiction other than the United States Patent and Trademark Office and the United States Copyright Office (it being understood that due to uncertainty in the law a filing may also be required with the United States Patent and Trademark Office and the United States Copyright Office, which filing cannot be effected prior to registration of such Intellectual Property)), subject to no equal or prior Liens except for those Liens (if any) which constitute Permitted Encumbrances and which are, in accordance with the Restated Lease Agreement permitted to have priority equal to or greater than the Liens created pursuant to this Agreement. The Perfection Certificate has been prepared, completed and executed, and the information set forth therein is correct and completeAmerica.

Perfection. The security interests in the Collateral granted to the Administrative Agent for the ratable benefit of Secured Parties constitute valid security interests in the Collateral, securing the payment of the Secured Obligations. Upon (i) the filing of Financing Statements UCC financing statements naming each Grantor as “debtor”, naming the Administrative Agent as “secured party” and describing the Collateral in the jurisdictions listed filing offices with respect to such Grantor set forth on Schedule 62 annexed hereto, (ii) in the case of the Securities Collateral consisting of certificated Securities or evidenced by Instruments, in addition to filing of such UCC financing statements, delivery of the certificates representing such certificated Securities and delivery of such Instruments to the Administrative Agent (and in the case of Securities Collateral issued by a foreign issuer, any actions required under foreign law to perfect a security interest in such Securities Collateral), in each case duly endorsed or accompanied by duly executed instruments of assignment or transfer in blank, (iii) in the case of the Intellectual Property Collateral, in addition to the filing of such UCC financing statements, the recordation of a Grant with the applicable IP Filing Office (and the taking of any actions required to perfect or make effective the security interest of the Administrative Agent in Intellectual Property Collateral created under the laws of jurisdictions outside the United States and the making of subsequent recordations in the IP Filing Offices with respect to Intellectual Property Collateral acquired after the date hereof and with respect to the Restricted Patents, if and when such Patents are no longer Restricted Patents), (iv) in the case of Equipment that is covered by a certificate of title, the filing of a Patent Security Agreement (if any) and a Trademark Security Agreement (if any) with the United States Patent and Trademark Office, registrar of motor vehicles or other appropriate authority in the filing applicable jurisdiction of a Copyright Security Agreement (if any) with an application requesting the United States Copyright Office, and upon Secured Party's obtaining control notation of the Investment Property, Deposit Accounts, Electronic Chattel Paper and Letter of Credit Rights of Debtor constituting Collateral in accordance with Section 9-314 of the UCC and the corresponding provisions in Sections 9-104, 9-105, 9-106 and 9-107 (as applicable) of the UCC, and upon Secured Party's or its agents' obtaining possession of the Pledged Shares (or obtaining "control" (as such term is defined in Article or Chapter 8 of the UCC) of the Pledged Shares in one (or more if Secured Party so requests) of the manners prescribed in Section 8-106 of the UCC) and all other Instruments, Chattel Paper and Security Certificates of Debtor the security interest in favor of Secured Party created herein will constitute a valid and perfected Lien upon and security interest in the Collateral (except for (a) vehicles covered by certificates hereunder on such certificate of title, and (bv), in the case of any Deposit Account and any Investment Property constituting a Security Entitlement, Securities Account, Commodity Contract or Commodity Account, the execution and delivery to the Administrative Agent of an agreement providing for control by the Administrative Agent thereof, the security interests in the Collateral (other than Collateral subject to the Mortgages or receivables subject to the Federal Assignment of Claims Act) other Property excluded from granted to the application of Article or Chapter 9 Administrative Agent for the ratable benefit of the UCC Secured Parties will constitute perfected security interests therein prior to all other Liens (except for Permitted Encumbrances and Liens permitted by Section 9-109(c) and (d) subsection 7.2A of the UCCCredit Agreement), including, without limitation, fixtures and deposit accounts, and (c) unregistered Intellectual Property in which a security interest cannot be perfected by said method of filing with the United States Patent and Trademark Office and the United States Copyright Office (it being understood that due to uncertainty in the law a filing may also be required with the United States Patent and Trademark Office and the United States Copyright Office, which filing cannot be effected prior to registration of such Intellectual Property))and, subject to no equal or prior Liens except for those Liens (if any) which constitute Permitted Encumbrances the filings and which are, in accordance with the Restated Lease Agreement permitted to have priority equal to or greater than the Liens created pursuant to this Agreement. The Perfection Certificate has been prepared, completed and executed, and the information other actions set forth therein is correct in subsection (iii) above, all filings and completeother actions necessary to perfect such security interests have been duly made or taken.

Perfection. The security interests in the Collateral granted to Secured Party for the ratable benefit of the Lenders and Hedge Lenders hereunder constitute valid security interests in the Collateral, securing the payment of Secured Obligations as provided in Section 2 hereof. Upon (i) the filing of Financing Statements UCC financing statements naming each Grantor as "debtor", naming Secured Party as "secured party" and describing the Collateral in the jurisdictions listed filing offices with respect to such Grantor set forth on Schedule 64(i), (ii) in the case of the Securities Collateral consisting of certificated securities or evidenced by instruments, delivery of the certificates representing such certificated securities and delivery of such instruments to Secured Party, in each case duly endorsed or accompanied by duly executed instruments of assignment or transfer in blank, (iii) in the case of the Intellectual Property Collateral, in addition to the filing of such UCC financing statements, the filing of a Grant of Trademark Security Interest, substantially in the form of Exhibit I, and a Grant of Patent Security Agreement (if any) and a Trademark Security Agreement (if any) with the United States Patent and Trademark OfficeInterest, the filing of a Copyright Security Agreement (if any) with the United States Copyright Office, and upon Secured Party's obtaining control of the Investment Property, Deposit Accounts, Electronic Chattel Paper and Letter of Credit Rights of Debtor constituting Collateral in accordance with Section 9-314 of the UCC and the corresponding provisions in Sections 9-104, 9-105, 9-106 and 9-107 (as applicable) of the UCC, and upon Secured Party's or its agents' obtaining possession of the Pledged Shares (or obtaining "control" (as such term is defined in Article or Chapter 8 of the UCC) of the Pledged Shares in one (or more if Secured Party so requests) of the manners prescribed in Section 8-106 of the UCC) and all other Instruments, Chattel Paper and Security Certificates of Debtor the security interest in favor of Secured Party created herein will constitute a valid and perfected Lien upon and security interest substantially in the Collateral (except for (a) vehicles covered by certificates form of titleExhibit II, and (b) other Property excluded from the application of Article or Chapter 9 of the UCC by Section 9-109(c) and (d) of the UCC, including, without limitation, fixtures and deposit accounts, and (c) unregistered Intellectual Property in which a security interest cannot be perfected by said method of filing with the United States Patent and Trademark Office and the filing of a Grant of Copyright Security Interest, substantially in the form of Exhibit III, with the United States Copyright Office (it each such Grant of Trademark Security Interest, Grant of Patent Security Interest and Grant of Copyright Security Interest being understood that due referred to uncertainty herein as a "GRANT"), and (iv) in the law case of Equipment that is covered by a certificate of title, the filing may also be required with the United States Patent registrar of motor vehicles or other appropriate authority in the applicable jurisdiction of an application requesting the notation of the security interest created hereunder on such certificate of title, the security interests in the Collateral granted to Secured Party for the ratable benefit of the Lenders and Trademark Office and the United States Copyright Office, which filing cannot be effected Hedge Lenders will constitute perfected security interests therein prior to registration of such Intellectual Property)all other Liens (except for Permitted Liens), subject and all filings and other actions necessary or desirable to no equal perfect and protect such security interest have been duly made or prior Liens except for those Liens (if any) which constitute Permitted Encumbrances and which are, in accordance with the Restated Lease Agreement permitted to have priority equal to or greater than the Liens created pursuant to this Agreement. The Perfection Certificate has been prepared, completed and executed, and the information set forth therein is correct and completetaken.

Perfection. The security interests in the Collateral granted to Secured Party for the ratable benefit of Lenders, Hedge Banks and Cash Management Banks hereunder constitute valid security interests in the Collateral, securing the payment of the Secured Obligations. Upon (i) the filing of Financing Statements UCC financing statements naming each Grantor as “debtor”, naming Secured Party as “secured party” and describing the Collateral in the jurisdictions listed filing offices with respect to such Grantor set forth on Schedule 62 annexed hereto, (ii) in the case of the Pledged Collateral consisting of certificated Securities or evidenced by Instruments, in addition to filing of such UCC financing statements, delivery of the certificates representing such certificated Securities and delivery of such Instruments to Secured Party, and in the case of Pledged Collateral issued by a foreign issuer, any actions required under foreign law to perfect a security interest in such Pledged Collateral), in each case duly endorsed or accompanied by duly executed instruments of assignment or transfer in blank, (iii) in the case of the Intellectual Property Collateral described in clause (a) of the definition thereof, in addition to the filing of such UCC financing statements, the recordation of a Grant with the applicable IP Filing Office, (iv) in the case of Equipment that is covered by a certificate of title, the filing of a Patent Security Agreement (if any) and a Trademark Security Agreement (if any) with the United States Patent registrar of motor vehicles or other appropriate authority in the applicable jurisdiction of an application requesting the notation of the security interest created hereunder on such certificate of title, (v), in the case of any Deposit Account and Trademark Officeany Investment Property constituting a Security Entitlement, Securities Account, Commodity Contract or Commodity Account, the filing execution and delivery to Secured Party of an agreement providing for control by Secured Party thereof, (vi) in the case of Letter-of-Credit Rights (other than Letter-of-Credit Rights consisting of Supporting Obligations for Collateral as to which Secured Party otherwise has a Copyright Security Agreement (if any) with perfected security interest), the United States Copyright Office, and upon Secured Party's obtaining control issuer of the Investment Property, Deposit Accounts, Electronic Chattel Paper and Letter applicable letter of Credit Rights credit has consented to the assignment of Debtor constituting Collateral in accordance with proceeds thereof under Section 9-314 of the UCC and the corresponding provisions in Sections 9-104, 9-105, 9-106 and 9-107 (as applicable5‑114(c) of the UCC, and upon Secured Party's or its agents' obtaining possession (vii) in the case of Commercial 92815879_6 Tort Claims, the Pledged Shares (or obtaining "control" (as such term is defined sufficient identification thereof in Article or Chapter 8 of the UCC) of the Pledged Shares in one (or more if Secured Party so requests) of the manners prescribed in Section 8-106 of the UCC) and all other Instrumentsfiled UCC financing statements, Chattel Paper and Security Certificates of Debtor the security interest in favor of Secured Party created herein will constitute a valid and perfected Lien upon and security interest interests in the Collateral (except for (a) vehicles covered by certificates of title, and (b) other Property excluded from the application of Article or Chapter 9 of the UCC by Section 9-109(c) and (d) of the UCC, including, without limitation, fixtures and deposit accounts, and (c) unregistered Intellectual Property security interests in which a security interest Collateral that cannot be perfected by said method the filing of filing with financing statements) granted to Secured Party for the United States Patent ratable benefit of Lenders, Hedge Banks and Trademark Office and the United States Copyright Office (it being understood that due to uncertainty in the law a filing may also be required with the United States Patent and Trademark Office and the United States Copyright Office, which filing cannot be effected Cash Management Banks will constitute perfected security interests therein prior to registration all other Liens (except for Liens permitted by clauses (b) through (r) of such Intellectual Property)Section 7.01 of the Credit Agreement), subject and all filings and other actions required under this Agreement and necessary to no equal perfect and protect such security interests have been duly made or prior Liens except for those Liens (if any) which constitute Permitted Encumbrances and which are, in accordance with the Restated Lease Agreement permitted to have priority equal to or greater than the Liens created pursuant to this Agreement. The Perfection Certificate has been prepared, completed and executed, and the information set forth therein is correct and completetaken.

Perfection. Upon Borrower authorizes Lender to file such financing statements and continuation statements in such offices as are or shall be necessary or as Lender may determine to be appropriate to create, perfect and establish the filing priority of Financing Statements the Liens granted by this Agreement in any and all of the jurisdictions listed on Schedule 6Collateral, to preserve the filing validity, perfection or priority of a Patent Security the Liens granted by this Agreement (if any) in any and a Trademark Security Agreement (if any) all of the Collateral or to enable Lender to exercise its remedies, rights, powers and privileges under this Agreement, including financing statements describing the Collateral as “all assets now owned or hereafter acquired”. Concurrently with the United States Patent execution and Trademark Officedelivery of this Agreement, the filing Borrower shall (i) subject to Section 2.07, deliver to Lender any and all Instruments endorsed or accompanied by such instruments of a Copyright Security Agreement assignment and transfer in such form and substance as Lender may request, (if anyii) cooperate with the United States Copyright OfficeLender in obtaining, and upon Secured Party's obtaining control of take such other actions as are necessary or that Lender may request in order for it to obtain Control with respect to all Deposit Accounts for which Lender is not the Bank at which such Deposit Accounts are maintained, Investment Property, Deposit Accounts, Electronic Chattel Paper and Letter of Letter-of-Credit Rights of Debtor constituting Collateral in accordance with Section 9-314 of the UCC and the corresponding provisions in Sections 9-104, 9-105, 9-106 and 9-107 (as applicable) of the UCC, and upon Secured Party's or its agents' obtaining possession of the Pledged Shares (or obtaining "control" (as such term is defined in Article or Chapter 8 of the UCC) of the Pledged Shares in one (or more if Secured Party so requests) of the manners prescribed in Section 8-106 of the UCC) and all other Instruments, Chattel Paper and Security Certificates of Debtor the security interest in favor of Secured Party created herein will constitute a valid and perfected Lien upon and security interest included in the Collateral Collateral, including (except to the extent requested by Lender) (A) in the case of any Deposit Account for which Lender is not the Bank at which that Deposit Account is maintained, causing such Bank to enter into an agreement in such form as Lender may in its reasonable discretion accept and (aB) vehicles in the case of any Security Entitlement, causing the relevant Securities Intermediary to enter into an agreement in such form as Lender may in its reasonable discretion accept, (iii) (to the extent requested by Lender) cause Lender to be listed as the lienholder on all certificates of title or ownership relating to Motor Vehicles in the name of Borrower and deliver to Lender originals 5 BORROWER SECURITY AGREEMENT of all such certificates of title or ownership for the Motor Vehicles together with the odometer statements for each respective Motor Vehicle, (iv) (to the extent requested by Lender) cause Lender to be listed as the lienholder on any certificate of title or ownership for any other Equipment covered by certificates a certificate of titletitle or ownership, and (bv) take all such other Property excluded from actions, and authenticate or sign and file or record such other records or instruments, as are necessary or as Lender may request to perfect and establish the application of Article or Chapter 9 priority of the UCC Liens granted by Section 9-109(c) this Agreement in any and (d) all of the UCCCollateral or to enable Lender to exercise its remedies, includingrights, without limitation, fixtures powers and deposit accounts, and (c) unregistered Intellectual Property in which a security interest cannot be perfected by said method of filing with the United States Patent and Trademark Office and the United States Copyright Office (it being understood that due to uncertainty in the law a filing may also be required with the United States Patent and Trademark Office and the United States Copyright Office, which filing cannot be effected prior to registration of such Intellectual Property)), subject to no equal or prior Liens except for those Liens (if any) which constitute Permitted Encumbrances and which are, in accordance with the Restated Lease Agreement permitted to have priority equal to or greater than the Liens created pursuant to privileges under this Agreement. The Perfection Certificate has been prepared, completed and executed, and the information set forth therein is correct and complete.

Perfection. The security interests in the Collateral granted to Secured Party for the ratable benefit of the Lenders and Hedge Banks hereunder constitute valid Liens on such Collateral, securing the payment of the Secured Obligations. Upon (i) the filing of Financing Statements XXX financing statements naming each Grantor as "debtor", naming Secured Party as "secured party" and describing the Collateral in the jurisdictions listed filing offices with respect to such Grantor set forth on Schedule 64(i), (ii) in the case of the Securities Collateral consisting of certificated securities or evidenced by instruments, delivery of the certificates representing such certificated securities and delivery of such instruments to Secured Party, in each case duly endorsed or accompanied by duly executed instruments of assignment or transfer in blank, and (iii) in the case of the Intellectual Property Collateral, in addition to the filing of such UCC financing statements, the filing of a Grant of Trademark Security Interest, substantially in the form of Exhibit I, and a Grant of Patent Security Agreement (if any) and a Trademark Security Agreement (if any) with the United States Patent and Trademark OfficeInterest, the filing of a Copyright Security Agreement (if any) with the United States Copyright Office, and upon Secured Party's obtaining control of the Investment Property, Deposit Accounts, Electronic Chattel Paper and Letter of Credit Rights of Debtor constituting Collateral in accordance with Section 9-314 of the UCC and the corresponding provisions in Sections 9-104, 9-105, 9-106 and 9-107 (as applicable) of the UCC, and upon Secured Party's or its agents' obtaining possession of the Pledged Shares (or obtaining "control" (as such term is defined in Article or Chapter 8 of the UCC) of the Pledged Shares in one (or more if Secured Party so requests) of the manners prescribed in Section 8-106 of the UCC) and all other Instruments, Chattel Paper and Security Certificates of Debtor the security interest in favor of Secured Party created herein will constitute a valid and perfected Lien upon and security interest substantially in the Collateral (except for (a) vehicles covered by certificates form of titleExhibit II, and (b) other Property excluded from the application of Article or Chapter 9 of the UCC by Section 9-109(c) and (d) of the UCC, including, without limitation, fixtures and deposit accounts, and (c) unregistered Intellectual Property in which a security interest cannot be perfected by said method of filing with the United States Patent and Trademark Office and the filing of a Grant of Copyright Security Interest, substantially in the form of Exhibit III, with the United States Copyright Office (it each such Grant of Trademark Security Interest, Grant of Patent Security Interest and Grant of Copyright Security Interest being understood that due referred to uncertainty herein as a "GRANT"), the security interests in the law a Collateral granted to Secured Party for the ratable benefit of the Lenders and Hedge Banks will constitute perfected security interests therein, to the extent such security interests may be perfected by filing may also be required with in the United States Patent and Trademark Office and the United States Copyright Officeor by possession, which filing cannot be effected prior to registration of such Intellectual Property)all other Liens (except for Liens expressly permitted by the Credit Agreement), subject and all filings and other actions necessary or desirable to no equal perfect and protect such security interest have been duly made or prior Liens except for those Liens (if any) which constitute Permitted Encumbrances and which are, in accordance with the Restated Lease Agreement permitted to have priority equal to or greater than the Liens created pursuant to this Agreement. The Perfection Certificate has been prepared, completed and executed, and the information set forth therein is correct and completetaken.

Perfection. The security interests in the Collateral granted to the Secured Party constitute valid security interests in the Collateral, securing the payment and performance of each Grantor’s Secured Obligations. Upon (i) in the case of security interests that may be perfected under the UCC by the filing of Financing Statements in the jurisdictions listed on Schedule 6a financing statement, the filing of a Patent Security Agreement UCC financing statements naming each Grantor as “debtor”, naming the Secured Party as “secured party” and describing the Collateral in the filing offices with respect to such Grantor set forth on Schedule 2 annexed hereto (if anyor as specified by ReShape to the Secured Party after the date hereof as required by Section 21), (ii) and a Trademark Security Agreement (if any) with in the United States Patent and Trademark Officecase of the Securities Collateral consisting of certificated Securities or evidenced by Instruments, in addition to the filing of a Copyright Security Agreement (if any) with the United States Copyright Officesuch UCC financing statements, and upon Secured Party's obtaining control delivery of the Investment Property, Deposit Accounts, Electronic Chattel Paper certificates representing such certificated Securities and Letter delivery of Credit Rights of Debtor constituting Collateral in accordance with Section 9-314 of such Instruments to the UCC and the corresponding provisions in Sections 9-104, 9-105, 9-106 and 9-107 (as applicable) of the UCC, and upon Secured Party's or its agents' obtaining possession of the Pledged Shares (or obtaining "control" (as such term is defined in Article or Chapter 8 of the UCC) of the Pledged Shares in one (or more if Secured Party so requests) (and in the case of the manners prescribed in Section 8-106 of the UCC) and all other InstrumentsSecurities Collateral issued by a foreign issuer, Chattel Paper and Security Certificates of Debtor the any actions required under foreign law to perfect a security interest in favor such Securities Collateral), in each case duly endorsed or accompanied by duly executed instruments of assignment or transfer in blank, (iii) in the case of any Intellectual Property Collateral, in addition to the filing of such UCC financing statements, the recordation of a Grant with the applicable IP Filing Office and (iv) in the case of any Deposit Account and any Investment Property constituting a Security Entitlement, Securities Account, Commodity Contract or Commodity Account, the execution and delivery to the Secured Party created herein will constitute a valid and perfected Lien upon and of an agreement providing for Control by the Secured Party thereof, the security interest interests in the Collateral granted to the Secured Party will constitute perfected security interests therein prior to all other Encumbrances (except for (a) vehicles covered by certificates of titleother than Permitted Encumbrances), and (b) all filings and other Property excluded from the application of Article actions necessary or Chapter 9 of the UCC by Section 9-109(c) and (d) of the UCC, including, without limitation, fixtures and deposit accounts, and (c) unregistered Intellectual Property in which a desirable to perfect such security interest cannot be perfected by said method of filing with the United States Patent and Trademark Office and the United States Copyright Office (it being understood that due to uncertainty in the law a filing may also be required with the United States Patent and Trademark Office and the United States Copyright Office, which filing cannot be effected prior to registration of such Intellectual Property)), subject to no equal interests have been duly made or prior Liens except for those Liens (if any) which constitute Permitted Encumbrances and which are, in accordance with the Restated Lease Agreement permitted to have priority equal to or greater than the Liens created pursuant to this Agreementtaken. The Perfection Certificate has been duly prepared, completed and executed, executed and the information set forth therein therein, including the exact legal name of each Grantor, is correct and completecomplete as of the date hereof.

Perfection. The security interests in the Collateral granted to Secured Party for the ratable benefit of Lenders and Derivative Counterparties hereunder constitute valid security interests in the Collateral, securing the payment of the Secured Obligations. Upon (i) the filing of Financing Statements UCC financing statements naming each Grantor as "debtor", naming Secured Party as "secured party" and describing the Collateral in the jurisdictions listed filing offices with respect to such Grantor set forth on Schedule 6SCHEDULE 2 annexed hereto, (ii) in the case of the Securities Collateral consisting of certificated securities or evidenced by Instruments, in addition to filing of such UCC financing statements, delivery of the certificates representing such certificated securities and delivery of such Instruments to Secured Party, in each case duly endorsed or accompanied by duly executed instruments of assignment or transfer in blank, (iii) in the case of the Intellectual Property Collateral, in addition to the filing of such UCC financing statements, the recordation of a Grant of Security Interests with the PTO or Copyright Office, as applicable, (iv) in the case of Equipment that is covered by a certificate of title, the filing of a Patent Security Agreement (if any) and a Trademark Security Agreement (if any) with the United States Patent and Trademark Office, registrar of motor vehicles or other appropriate authority in the filing applicable jurisdiction of a Copyright Security Agreement (if any) with an application requesting the United States Copyright Office, and upon Secured Party's obtaining control notation of the Investment Property, Deposit Accounts, Electronic Chattel Paper and Letter of Credit Rights of Debtor constituting Collateral in accordance with Section 9-314 of the UCC and the corresponding provisions in Sections 9-104, 9-105, 9-106 and 9-107 (as applicable) of the UCC, and upon Secured Party's or its agents' obtaining possession of the Pledged Shares (or obtaining "control" (as such term is defined in Article or Chapter 8 of the UCC) of the Pledged Shares in one (or more if Secured Party so requests) of the manners prescribed in Section 8-106 of the UCC) and all other Instruments, Chattel Paper and Security Certificates of Debtor the security interest in favor of Secured Party created herein will constitute a valid and perfected Lien upon and security interest in the Collateral (except for (a) vehicles covered by certificates hereunder on such certificate of title, and (bv), in the case of any Deposit Account and any Investment Property constituting a Security Entitlement, Securities Account, Commodity Contract or Commodity Account, the execution and delivery to Secured Party of an agreement providing for control by Secured Party thereof, all of which filings and actions other than those described in the preceding clause (iv) and except to the extent otherwise permitted by the Credit Agreement have been made or taken, the security interests in the Collateral granted to Secured Party for the ratable benefit of Lenders and Derivative Counterparties will continue to constitute perfected security interests and with respect to any such filing or action taken in the future, will constitute, perfected security interests therein prior to all other Property excluded from the application of Article or Chapter 9 of the UCC Liens (except for Permitted Encumbrances and Liens permitted by Section 9-109(c) and (d8.4(d) of the UCC, including, without limitation, fixtures and deposit accounts, and (c) unregistered Intellectual Property in which a security interest cannot be perfected by said method of filing with the United States Patent and Trademark Office and the United States Copyright Office (it being understood that due to uncertainty in the law a filing may also be required with the United States Patent and Trademark Office and the United States Copyright Office, which filing cannot be effected prior to registration of such Intellectual PropertyCredit Agreement)), subject to no equal or prior Liens except for those Liens (if any) which constitute Permitted Encumbrances and which are, in accordance with the Restated Lease Agreement permitted to have priority equal to or greater than the Liens created pursuant to this Agreement. The Perfection Certificate has been prepared, completed and executed, and the information set forth therein is correct and complete.

Perfection. The security interests in the Collateral granted to Secured Party for the ratable benefit of the Lenders and Hedge Providers hereunder constitute valid security interests in the Collateral, securing the payment of the Secured Obligations. Upon (i) the filing of Financing Statements UCC financing statements naming each Grantor as "debtor", naming Secured Party as "secured party" and describing the Collateral in the jurisdictions listed filing offices with respect to such Grantor set forth on Schedule 64(i), (ii) in the case of the Securities Collateral consisting of certificated securities or evidenced by instruments, delivery of the certificates representing such certificated securities and delivery of such instruments to Secured Party, in each case duly endorsed or accompanied by duly executed instruments of assignment or transfer in blank, (iii) in the case of the Intellectual Property Collateral, in addition to the filing of such UCC financing statements, the filing of a Grant of Trademark Security Interest, substantially in the form of Exhibit I, and a Grant of Patent Security Agreement (if any) and a Trademark Security Agreement (if any) with the United States Patent and Trademark OfficeInterest, the filing of a Copyright Security Agreement (if any) with the United States Copyright Office, and upon Secured Party's obtaining control of the Investment Property, Deposit Accounts, Electronic Chattel Paper and Letter of Credit Rights of Debtor constituting Collateral in accordance with Section 9-314 of the UCC and the corresponding provisions in Sections 9-104, 9-105, 9-106 and 9-107 (as applicable) of the UCC, and upon Secured Party's or its agents' obtaining possession of the Pledged Shares (or obtaining "control" (as such term is defined in Article or Chapter 8 of the UCC) of the Pledged Shares in one (or more if Secured Party so requests) of the manners prescribed in Section 8-106 of the UCC) and all other Instruments, Chattel Paper and Security Certificates of Debtor the security interest in favor of Secured Party created herein will constitute a valid and perfected Lien upon and security interest substantially in the Collateral (except for (a) vehicles covered by certificates form of titleExhibit II, and (b) other Property excluded from the application of Article or Chapter 9 of the UCC by Section 9-109(c) and (d) of the UCC, including, without limitation, fixtures and deposit accounts, and (c) unregistered Intellectual Property in which a security interest cannot be perfected by said method of filing with the United States Patent and Trademark Office and the filing of a Grant of Copyright Security Interest, substantially in the form of Exhibit III, with the United States Copyright Office (it each such Grant of Trademark Security Interest, Grant of Patent Security Interest and Grant of Copyright Security Interest being understood that due referred to uncertainty herein as a "GRANT"), and (iv) in the law case of Equipment or Broadcast Vehicles that are covered by a certificate of title, the filing may also be required with the United States Patent registrar of motor vehicles or other appropriate authority in the applicable jurisdiction of an application requesting the notation of the security interest created hereunder on such certificate of title, the security interests in the Collateral granted to Secured Party for the ratable benefit of the Lenders and Trademark Office and the United States Copyright Office, which filing cannot be effected Hedge Providers will constitute perfected security interests therein prior to registration of such Intellectual Property)all other Liens (except for Permitted Encumbrances), subject and all filings and other actions necessary or desirable to no equal perfect and protect such security interest have been duly made or prior Liens except for those Liens (if any) which constitute Permitted Encumbrances and which are, in accordance with the Restated Lease Agreement permitted to have priority equal to or greater than the Liens created pursuant to this Agreement. The Perfection Certificate has been prepared, completed and executed, and the information set forth therein is correct and completetaken.

Perfection. Upon (i) the filing of Financing Statements UCC financing statements naming such Pledgor as “debtor,” naming Collateral Agent as “secured party” and describing the Pledged Collateral in the jurisdictions listed filing offices set forth on Schedule 6III, (ii) in the case of Pledged Collateral consisting of certificated securities or evidenced by instruments, in addition to filing such financing statements, delivery of the certificates representing such certificated securities and delivery of such instruments to Collateral Agent, in each case duly endorsed or accompanied by duly executed instruments of assignment or transfer in blank (and in the case of Pledged Collateral issued by a foreign issuer, any actions required under foreign law to perfect (to the extent such concept or an analogous concept is applicable under the relevant laws) a security interest in such Pledged Collateral), (iii) in the case of the Intellectual Property Collateral, in addition to the filing of such UCC financing statements, the recordation of a Patent Security Agreement (if any) and a Trademark Security Agreement (if any) Grant with the United States Patent and Trademark Office, the filing of a Copyright Security Agreement (if any) with the United States Copyright applicable IP Filing Office, and upon Secured Party's obtaining control (iv) in the case of Pledged Collateral consisting of Account Collateral with respect to a Deposit Account or Securities Account, the effectiveness of an Account Control Agreement in respect of such Deposit Account or Securities Account, the security interests in the Pledged Collateral, granted to Collateral Agent, will constitute perfected (to the extent such concept or an analogous concept is applicable under the relevant laws) security interests in the Pledged Collateral prior to all other Liens (except for Permitted Liens of the Investment Propertytypes described in clauses (i), Deposit Accounts(ii), Electronic Chattel Paper and Letter (iii), (iv), (vi), (vii), (viii) (solely with respect to the extension, renewal or refinancing of Credit Rights of Debtor constituting Collateral in accordance with Section 9-314 Indebtedness secured by Liens of the UCC type described in clause (vi) thereof), (ix) and the corresponding provisions in Sections 9-104, 9-105, 9-106 and 9-107 (as applicablexii) of the UCCdefinition of Permitted Liens), and upon Secured Party's or its agents' obtaining possession securing the payment of the Pledged Shares (or obtaining "control" (as such term is defined in Article or Chapter 8 of the UCC) of the Pledged Shares in one (or more if Secured Party so requests) of the manners prescribed in Section 8-106 of the UCC) and all other Instruments, Chattel Paper and Security Certificates of Debtor the security interest in favor of Secured Party created herein will constitute a valid and perfected Lien upon and security interest in the Collateral (except for (a) vehicles covered by certificates of title, and (b) other Property excluded from the application of Article or Chapter 9 of the UCC by Section 9-109(c) and (d) of the UCC, including, without limitation, fixtures and deposit accounts, and (c) unregistered Intellectual Property in which a security interest cannot be perfected by said method of filing with the United States Patent and Trademark Office and the United States Copyright Office (it being understood that due to uncertainty in the law a filing may also be required with the United States Patent and Trademark Office and the United States Copyright Office, which filing cannot be effected prior to registration of such Intellectual Property)), subject to no equal or prior Liens except for those Liens (if any) which constitute Permitted Encumbrances and which are, in accordance with the Restated Lease Agreement permitted to have priority equal to or greater than the Liens created pursuant to this Agreement. The Perfection Certificate has been prepared, completed and executed, and the information set forth therein is correct and completeObligations.

Perfection. The security interest in the Collateral is granted to Collateral Agent on the basis described in Section 2 hereof and constitutes a valid security interest (except for the security interest purported to be granted in commercial tort claims other than those listed on Schedule 1(j)), to the extent the UCC or United States patent, trademark or copyright statutes are applicable thereto, securing the payment of the applicable Secured Obligations. Upon (i) the filing of Financing Statements UCC financing statements naming each Grantor as "debtor," naming Collateral Agent as "secured party" and describing the Collateral in the jurisdictions filing office with respect to such Grantor set forth on Schedule 4(i), (ii) in the case of the Securities Collateral consisting of certificated securities or evidenced by Security Agreement instruments, delivery of the certificates representing such certificated securities and delivery of such instruments to Collateral Agent, in each case duly endorsed or accompanied by duly executed instruments of assignment or transfer in blank, and (iii) in the case of the Intellectual Property Collateral listed on Schedule 6Schedules 1g(i), (ii) and (iii) hereto, excluding the Intellectual Property held under foreign law, in addition to the filing of such UCC financing statements, the filing of a Grant of Trademark Security Interest, substantially in the form of Exhibit I, and a Grant of Patent Security Agreement (if any) and a Trademark Security Agreement (if any) with the United States Patent and Trademark OfficeInterest, the filing of a Copyright Security Agreement (if any) with the United States Copyright Office, and upon Secured Party's obtaining control of the Investment Property, Deposit Accounts, Electronic Chattel Paper and Letter of Credit Rights of Debtor constituting Collateral in accordance with Section 9-314 of the UCC and the corresponding provisions in Sections 9-104, 9-105, 9-106 and 9-107 (as applicable) of the UCC, and upon Secured Party's or its agents' obtaining possession of the Pledged Shares (or obtaining "control" (as such term is defined in Article or Chapter 8 of the UCC) of the Pledged Shares in one (or more if Secured Party so requests) of the manners prescribed in Section 8-106 of the UCC) and all other Instruments, Chattel Paper and Security Certificates of Debtor the security interest in favor of Secured Party created herein will constitute a valid and perfected Lien upon and security interest substantially in the Collateral (except for (a) vehicles covered by certificates form of titleExhibit II, and (b) other Property excluded from the application of Article or Chapter 9 of the UCC by Section 9-109(c) and (d) of the UCC, including, without limitation, fixtures and deposit accounts, and (c) unregistered Intellectual Property in which a security interest cannot be perfected by said method of filing with the United States Patent and Trademark Office and the filing of a Grant of Copyright Security Interest, substantially in the form of Exhibit III, with the United States Copyright Office (it each such Grant of Trademark Security Interest, Grant of Patent Security Interest and Grant of Copyright Security Interest being understood that due referred to uncertainty herein as a "GRANT"), the security interest in the law Collateral referred to in the immediately preceding sentence in each case will constitute a filing perfected security interest therein (except for the security interest purported to be granted in commercial tort claims other than those listed on Schedule 1(j)), to the extent the UCC or United States patent, trademark or copyright statutes are applicable thereto, prior to all other Liens (except for Liens otherwise permitted under any Credit Document to the extent such Liens are permitted to be senior in priority to the Liens in favor of the Collateral Agent, the Cash Management Bank, the Detroit L/C Agents and the Detroit L/C Lenders, the New L/C Agent and the New L/C Lenders or the High Yield Noteholders, as the case may also be required with be), and all filings and other actions in the United States Patent necessary or desirable to perfect and Trademark Office protect such security interest have been duly made or taken. In the case of Intellectual Property held under foreign law, after the occurrence of an Event of Default, all actions necessary or desirable to perfect and the United States Copyright Office, which filing cannot protect such security interest shall be effected prior to registration of such Intellectual Property)), subject to no equal or prior Liens except for those Liens (if any) which constitute Permitted Encumbrances and which are, in accordance with the Restated Lease Agreement permitted to have priority equal to or greater than the Liens created pursuant to this Agreement. The Perfection Certificate has been prepared, completed and executed, and the information set forth therein is correct and completetaken.

Perfection. The security interests in the Collateral granted to the Collateral Agent for the benefit of the Secured Parties hereunder constitute valid security interests in the Collateral, securing the payment of the Secured Obligations under the New York UCC. Upon the filing of Financing Statements UCC financing statements naming such Grantor as “debtor,” naming the Collateral Agent as “secured party” and describing the Collateral in the jurisdictions listed filing offices with respect to such Grantor set forth on Schedule 62 annexed hereto, the security interests in the Collateral granted to the Collateral Agent for the benefit of the Secured Parties will constitute perfected security interests therein to the extent a security interest in such Collateral can be perfected by the filing of a Patent Security Agreement financing statements under the Uniform Commercial Codes as in effect in the states of such filing offices, prior to all other Liens (if any) and a Trademark Security Agreement (if any) with the United States Patent and Trademark Office, the filing of a Copyright Security Agreement (if any) with the United States Copyright Office, and upon Secured Party's obtaining control except for Liens permitted by Section 6.02 of the Investment Property, Deposit Accounts, Electronic Chattel Paper and Letter of Credit Rights of Debtor constituting Collateral in accordance with Section 9-314 Agreement). To the extent perfection or priority of the UCC and the corresponding provisions in Sections 9-104, 9-105, 9-106 and 9-107 (as applicable) security interest therein is not subject to Article 9 of the UCC, and upon Secured Party's or its agents' obtaining possession recordation of the Pledged Shares (security interests granted hereunder in registered, issued or obtaining "control" (as such term is defined applied-for Intellectual Property Collateral in Article or Chapter 8 the applicable IP Filing Office, the security interests granted to the Collateral Agent for the benefit of the UCCSecured Parties hereunder will constitute valid and perfected security interests (to the extent perfection may be achieved by such filings) in such Intellectual Property Collateral, prior to all other Liens (except for Liens permitted by Section 6.02 of the Pledged Shares Credit Agreement). Notwithstanding anything to the contrary in one (or more if Secured Party so requests) any of the manners prescribed in Section 8-106 of Loan Documents, no Grantor shall be required to make any filings or otherwise take any actions to perfect the UCC) and all other Instruments, Chattel Paper and Security Certificates of Debtor the Collateral Agent’s security interest in favor of Secured Party created herein will constitute a valid and perfected Lien upon and security interest in the Collateral (except for (a) vehicles covered by certificates of title, and (b) other Property excluded from the application of Article or Chapter 9 of the UCC by Section 9-109(c) and (d) of the UCC, including, without limitation, fixtures and deposit accounts, and (c) unregistered any Intellectual Property in which a security interest cannot be perfected by said method of filing with outside the United States Patent and Trademark Office and the United States Copyright Office (it being understood that due to uncertainty or incur or reimburse any expenses in the law a filing may also be required with the United States Patent and Trademark Office and the United States Copyright Office, which filing cannot be effected prior to registration of such Intellectual Property)), subject to no equal or prior Liens except for those Liens (if any) which constitute Permitted Encumbrances and which are, in accordance with the Restated Lease Agreement permitted to have priority equal to or greater than the Liens created pursuant to this Agreement. The Perfection Certificate has been prepared, completed and executed, and the information set forth therein is correct and completeconnection therewith.

Perfection. The security interests in the Collateral granted to Secured Party for the ratable benefit of the Lenders and Hedge Exchangers hereunder constitute valid security interests in the Collateral, securing the payment of the Secured Obligations. Upon (i) the filing of Financing Statements UCC financing statements naming each Grantor as "debtor", naming Secured Party as "secured party" and describing the Collateral in the jurisdictions listed filing offices with respect to such Grantor set forth on Schedule 64(i), (ii) in the case of the Securities Collateral consisting of certificated securities or evidenced by instruments, delivery of the certificates representing such certificated securities and delivery of such instruments to Secured Party, in each case duly endorsed or accompanied by duly executed instruments of assignment or transfer in blank, (iii) in the case of the Intellectual Property Collateral, in addition to the filing of such UCC financing statements, the filing of a Grant of Trademark Security Interest, substantially in the form of Exhibit I, and a Grant of Patent Security Agreement (if any) and a Trademark Security Agreement (if any) with the United States Patent and Trademark OfficeInterest, the filing of a Copyright Security Agreement (if any) with the United States Copyright Office, and upon Secured Party's obtaining control of the Investment Property, Deposit Accounts, Electronic Chattel Paper and Letter of Credit Rights of Debtor constituting Collateral in accordance with Section 9-314 of the UCC and the corresponding provisions in Sections 9-104, 9-105, 9-106 and 9-107 (as applicable) of the UCC, and upon Secured Party's or its agents' obtaining possession of the Pledged Shares (or obtaining "control" (as such term is defined in Article or Chapter 8 of the UCC) of the Pledged Shares in one (or more if Secured Party so requests) of the manners prescribed in Section 8-106 of the UCC) and all other Instruments, Chattel Paper and Security Certificates of Debtor the security interest in favor of Secured Party created herein will constitute a valid and perfected Lien upon and security interest substantially in the Collateral (except for (a) vehicles covered by certificates form of titleExhibit II, and (b) other Property excluded from the application of Article or Chapter 9 of the UCC by Section 9-109(c) and (d) of the UCC, including, without limitation, fixtures and deposit accounts, and (c) unregistered Intellectual Property in which a security interest cannot be perfected by said method of filing with the United States Patent and Trademark Office and the filing of a Grant of Copyright Security Interest, substantially in the form of Exhibit III, with the United States Copyright Office (it each such Grant of Trademark Security Interest, Grant of Patent Security Interest and Grant of Copyright Security Interest being understood that due referred to uncertainty herein as a "Grant"), and (iv) in the law case of Equipment that is covered by a certificate of title, the filing may also be required with the United States Patent registrar of motor vehicles or other appropriate authority in the applicable jurisdiction of an application requesting the notation of the security interest created hereunder on such certificate of title, the security interests in the Collateral granted to Secured Party for the ratable benefit of the Lenders and Trademark Office and the United States Copyright Office, which filing cannot be effected Hedge Exchangers will constitute perfected security interests therein prior to registration of such Intellectual Property)all other Liens (except for Permitted Encumbrances), subject and all filings and other actions necessary or desirable to no equal perfect and protect such security interest will have been duly made or prior Liens except for those Liens (if any) which constitute Permitted Encumbrances and which are, in accordance with the Restated Lease Agreement permitted to have priority equal to or greater than the Liens created pursuant to this Agreement. The Perfection Certificate has been prepared, completed and executed, and the information set forth therein is correct and completetaken.

Perfection. The security interests in the Collateral granted to Secured Party for the ratable benefit of the Lenders and Interest Rate Exchangers hereunder constitute valid security interests in the Collateral (subject to Section 9-306 of the UCC), securing the payment of the Secured Obligations. Upon the filing of Financing Statements UCC financing statements naming each Grantor as "DEBTOR", naming Secured Party as "SECURED PARTY", providing an address for each Grantor and the Secured Party, describing the Collateral and duly executed by each Grantor, in the jurisdictions listed filing offices set forth on Schedule 6SCHEDULE 4(h) annexed hereto, and in the case of the Intellectual Property Collateral, in addition to the filing of a Grant of Trademark Security Interest, substantially in the form of EXHIBIT I, and a Grant of Patent Security Agreement (if any) and a Trademark Security Agreement (if any) with the United States Patent and Trademark OfficeInterest, the filing of a Copyright Security Agreement (if any) with the United States Copyright Office, and upon Secured Party's obtaining control of the Investment Property, Deposit Accounts, Electronic Chattel Paper and Letter of Credit Rights of Debtor constituting Collateral in accordance with Section 9-314 of the UCC and the corresponding provisions in Sections 9-104, 9-105, 9-106 and 9-107 (as applicable) of the UCC, and upon Secured Party's or its agents' obtaining possession of the Pledged Shares (or obtaining "control" (as such term is defined in Article or Chapter 8 of the UCC) of the Pledged Shares in one (or more if Secured Party so requests) of the manners prescribed in Section 8-106 of the UCC) and all other Instruments, Chattel Paper and Security Certificates of Debtor the security interest in favor of Secured Party created herein will constitute a valid and perfected Lien upon and security interest substantially in the Collateral (except for (a) vehicles covered by certificates form of titleEXHIBIT II, and (b) other Property excluded from the application of Article or Chapter 9 of the UCC by Section 9-109(c) and (d) of the UCC, including, without limitation, fixtures and deposit accounts, and (c) unregistered Intellectual Property in which a security interest cannot be perfected by said method of filing with the United States Patent and Trademark Office and the filing of a Grant of Copyright Security Interest, substantially in the form of EXHIBIT III, with the United States Copyright Office (it being understood that due to uncertainty Office, the security interests in the law Collateral granted to Secured Party for the ratable benefit of the Lenders and Interest Rate Exchangers (other than any security interests in Inventory and Equipment located at Customer Service Centers) will, to the extent a security interest in the Collateral may be perfected by filing may also be required UCC financing statements and, in the case of the Intellectual Property Collateral, in addition to the filing of such UCC Financing Statements, by the filing of a Grant of Trademark Security Interest and Grant of Patent Security Interest with the United States Patent and Trademark Office and a Grant of Copyright Security Interest with the United States Copyright Office, which filing cannot be effected constitute perfected security interests therein prior to registration all other Liens (other than Liens permitted under subsection 7.2.3 of such Intellectual Property)the Credit Agreement), subject and all filings and other actions necessary or desirable to no equal perfect and protect such security interest have been duly made or prior Liens except for those Liens (if any) which constitute Permitted Encumbrances and which are, in accordance with the Restated Lease Agreement permitted to have priority equal to or greater than the Liens created pursuant to this Agreement. The Perfection Certificate has been prepared, completed and executed, and the information set forth therein is correct and completetaken.

Perfection. The security interests in the Collateral granted to Secured Party hereunder constitute valid security interests in the Collateral, securing the payment of the Secured Obligations. Upon (i) the filing of Financing Statements UCC financing statements naming each Grantor as “debtor”, naming Secured Party as “secured party” and describing the Collateral in the jurisdictions listed filing offices with respect to such Grantor set forth on Schedule 62 annexed hereto, (ii) in the case of the Securities Collateral consisting of certificated Securities or evidenced by Instruments, in addition to filing of such UCC financing statements, delivery of the certificates representing such certificated Securities and delivery of such Instruments to Secured Party, in each case duly endorsed or accompanied by duly executed instruments of assignment or transfer in blank, (iii) in the case of the Intellectual Property Collateral constituting Copyrights, Copyright Registrations and Copyright Rights, in addition to the filing of such UCC financing statements, the recordation of a grant with the applicable Copyright Office, (iv) in the case of Equipment that is covered by a certificate of title, the filing of a Patent Security Agreement (if any) and a Trademark Security Agreement (if any) with the United States Patent and Trademark Office, registrar of motor vehicles or other appropriate authority in the filing applicable jurisdiction of a Copyright Security Agreement (if any) with an application requesting the United States Copyright Office, and upon Secured Party's obtaining control notation of the Investment Property, Deposit Accounts, Electronic Chattel Paper and Letter of Credit Rights of Debtor constituting Collateral in accordance with Section 9-314 of the UCC and the corresponding provisions in Sections 9-104, 9-105, 9-106 and 9-107 (as applicable) of the UCC, and upon Secured Party's or its agents' obtaining possession of the Pledged Shares (or obtaining "control" (as such term is defined in Article or Chapter 8 of the UCC) of the Pledged Shares in one (or more if Secured Party so requests) of the manners prescribed in Section 8-106 of the UCC) and all other Instruments, Chattel Paper and Security Certificates of Debtor the security interest in favor of Secured Party created herein will constitute a valid and perfected Lien upon and security interest in the Collateral (except for (a) vehicles covered by certificates hereunder on such certificate of title, and (b) v), in the case of any Deposit Account and any Investment Property constituting a Security Entitlement, Securities Account, Commodity Contract or Commodity Account, the execution and delivery to Secured Party of an agreement providing for control by Secured Party thereof, the security interests in the Collateral granted to Secured Party will constitute perfected security interests therein prior to all other Property excluded from Liens (except for Liens expressly permitted under the application of Article or Chapter 9 Credit Agreement to be prior to the Liens in favor of the UCC by Section 9-109(c) Secured Party), and all filings and other actions (d) to the extent within the control of the UCCGrantors) necessary to perfect and protect such security interests have been, includingor promptly after the date hereof will be, without limitation, fixtures and deposit accounts, and (c) unregistered Intellectual Property in which a security interest cannot be perfected by said method of filing with the United States Patent and Trademark Office and the United States Copyright Office (it being understood that due to uncertainty in the law a filing may also be required with the United States Patent and Trademark Office and the United States Copyright Office, which filing cannot be effected prior to registration of such Intellectual Property)), subject to no equal duly made or prior Liens except for those Liens (if any) which constitute Permitted Encumbrances and which are, in accordance with the Restated Lease Agreement permitted to have priority equal to or greater than the Liens created pursuant to this Agreement. The Perfection Certificate has been prepared, completed and executed, and the information set forth therein is correct and completetaken.

Perfection. The security interests in the Collateral granted to Secured Party for the ratable benefit of Lenders, Hedge Banks and Cash Management Banks hereunder constitute valid security interests in the Collateral, securing the payment of the Secured Obligations. Upon (i) the filing of Financing Statements UCC financing statements naming each Grantor as “debtor”, naming Secured Party as “secured party” and describing the Collateral in the jurisdictions listed filing offices with respect to such Grantor set forth on Schedule 62 annexed hereto, (ii) in the case of the Pledged Collateral consisting of certificated Securities or evidenced by Instruments, in addition to filing of such UCC financing statements, delivery of the certificates representing such certificated Securities and delivery of such Instruments to Secured Party, and in the case of Pledged Collateral issued by a foreign issuer, any actions required under foreign law to perfect a security interest in such Pledged Collateral), in each case duly endorsed or accompanied by duly executed instruments of assignment or transfer in blank, (iii) in the case of the Intellectual Property Collateral described in clause (a) of the definition thereof, in addition to the filing of such UCC financing statements, the recordation of a Grant with the applicable IP Filing Office, (iv) in the case of Equipment that is covered by a certificate of title, the filing of a Patent Security Agreement (if any) and a Trademark Security Agreement (if any) with the United States Patent registrar of motor vehicles or other appropriate authority in the applicable jurisdiction of an application requesting the notation of the security interest created hereunder on such certificate of title, (v), in the case of any Deposit Account and Trademark Officeany Investment Property constituting a Security Entitlement, Securities Account, Commodity Contract or Commodity Account, the filing execution and delivery to Secured Party of an agreement providing for control by Secured Party thereof, (vi) in the case of Letter-of-Credit Rights (other than Letter-of-Credit Rights consisting of Supporting Obligations for Collateral as to which Secured Party otherwise has a Copyright Security Agreement (if any) with perfected security interest), the United States Copyright Office, and upon Secured Party's obtaining control issuer of the Investment Property, Deposit Accounts, Electronic Chattel Paper and Letter applicable letter of Credit Rights credit has consented to the assignment of Debtor constituting Collateral in accordance with proceeds thereof under Section 95-314 of the UCC and the corresponding provisions in Sections 9-104, 9-105, 9-106 and 9-107 (as applicable114(c) of the UCC, and upon Secured Party's or its agents' obtaining possession (vii) in the case of Commercial Tort Claims, the Pledged Shares (or obtaining "control" (as such term is defined sufficient identification thereof in Article or Chapter 8 of the UCC) of the Pledged Shares in one (or more if Secured Party so requests) of the manners prescribed in Section 8-106 of the UCC) and all other Instrumentsfiled UCC financing statements, Chattel Paper and Security Certificates of Debtor the security interest in favor of Secured Party created herein will constitute a valid and perfected Lien upon and security interest interests in the Collateral (except for (a) vehicles covered by certificates of title, and (b) other Property excluded from the application of Article or Chapter 9 of the UCC by Section 9-109(c) and (d) of the UCC, including, without limitation, fixtures and deposit accounts, and (c) unregistered Intellectual Property security interests in which a security interest Collateral that cannot be perfected by said method the filing of filing with financing statements) granted to Secured Party for the United States Patent ratable benefit of Lenders, Hedge Banks and Trademark Office and the United States Copyright Office (it being understood that due to uncertainty in the law a filing may also be required with the United States Patent and Trademark Office and the United States Copyright Office, which filing cannot be effected Cash Management Banks will constitute perfected security interests therein prior to registration all other Liens (except for Liens permitted by clauses (b) through (o) of such Intellectual Property)Section 7.01 of the Credit Agreement), subject and all filings and other actions required under this Agreement and necessary to no equal perfect and protect such security interests have been duly made or prior Liens except for those Liens (if any) which constitute Permitted Encumbrances and which are, in accordance with the Restated Lease Agreement permitted to have priority equal to or greater than the Liens created pursuant to this Agreement. The Perfection Certificate has been prepared, completed and executed, and the information set forth therein is correct and completetaken.

Perfection. The security interests in the Collateral granted to ---------- Secured Party for the ratable benefit of Banks and Administrative Agent hereunder constitute valid security interests in the Collateral, securing the payment of the Secured Obligations. Upon (i) the filing of Financing Statements UCC financing statements naming each Grantor as "debtor", naming Secured Party as "secured party" and describing the Collateral in the jurisdictions listed filing offices with respect to such Grantor set forth on Schedule 64(h), (ii) in the case of the Securities Collateral consisting of certificated securities or evidenced by instruments, delivery of the certificates representing such certificated securities and delivery of such instruments to Secured Party, in each case duly endorsed or accompanied by duly executed instruments of assignment or transfer in blank, (iii) in the case of the Intellectual Property Collateral, in addition to the filing of such UCC financing statements, the filing of a Patent Grant of Trademark Security Agreement (if any) Interest, substantially in the form of Exhibit I, and a Trademark Grant of Patent --------- Security Agreement (if any) Interest, substantially in the form of Exhibit II, with the United States Patent and Trademark Office, the filing of a Copyright Security Agreement (if any) with the United States Copyright Office, and upon Secured Party's obtaining control of the Investment Property, Deposit Accounts, Electronic Chattel Paper and Letter of Credit Rights of Debtor constituting Collateral in accordance with Section 9-314 of the UCC and the corresponding provisions in Sections 9-104, 9-105, 9-106 and 9-107 (as applicable) of the UCC, and upon Secured Party's or its agents' obtaining possession of the Pledged Shares (or obtaining "control" (as such term is defined in Article or Chapter 8 of the UCC) of the Pledged Shares in one (or more if Secured Party so requests) of the manners prescribed in Section 8-106 of the UCC) and all other Instruments, Chattel Paper and Security Certificates of Debtor the security interest in favor of Secured Party created herein will constitute a valid and perfected Lien upon and security interest in the Collateral (except for (a) vehicles covered by certificates of title, and (b) other Property excluded from the application of Article or Chapter 9 of the UCC by Section 9-109(c) and (d) of the UCC, including, without limitation, fixtures and deposit accounts, and (c) unregistered Intellectual Property in which a security interest cannot be perfected by said method of filing with the United ---------- States Patent and Trademark Office and the filing of a Grant of Copyright Security Interest, substantially in the form of Exhibit III, with the United ----------- States Copyright Office (it each such Grant of Trademark Security Interest, Grant of Patent Security Interest and Grant of Copyright Security Interest being understood that due referred to uncertainty herein as a "Grant"), the security interests in the law a Collateral ----- granted to Secured Party for the ratable benefit of Banks and Administrative Agent will constitute perfected security interests therein, to the extent such security interests may be perfected by filing may also be required with in the United States Patent and Trademark Office and the United States Copyright Officeor possession, which filing cannot be effected prior to registration of such Intellectual Property)all other Liens (except for Liens expressly permitted by the Credit Agreement), subject and all filings and other actions necessary or desirable to no equal perfect and protect such security interest have been duly made or prior Liens except for those Liens (if any) which constitute Permitted Encumbrances and which are, in accordance with the Restated Lease Agreement permitted to have priority equal to or greater than the Liens created pursuant to this Agreement. The Perfection Certificate has been prepared, completed and executed, and the information set forth therein is correct and completetaken.

Perfection. Upon Obligor authorizes the filing Collateral Agent to file such financing statements and continuation statements in such offices as are or shall be necessary or as the Collateral Agent may determine to be appropriate to create, perfect and establish the priority of Financing Statements the liens granted by this Agreement in any and all of the jurisdictions listed on Schedule 6Collateral, to preserve the filing validity, perfection or priority of a Patent Security the liens granted by this Agreement in any and all of the Collateral or to enable the Collateral Agent to exercise its remedies, rights, powers and privileges under this Agreement. Concurrently with the execution and delivery of this Agreement, Obligor shall (if anyi) deliver to the Collateral Agent any and a Trademark Security Agreement all certificates for all Certificated Securities, including those identified in Annex 5, duly endorsed in blank; (if anyii) with respect to any part of the United States Patent Ownership Collateral that constitutes an uncertificated security Obligor shall cause any issuer thereof to register the Collateral Agent as the registered owner of such security; (iii) deliver to the Collateral Agent any and Trademark Officeall Instruments, endorsed or accompanied by such instruments of assignment and transfer in such form and substance as the filing of a Copyright Security Agreement Collateral Agent may reasonably request; (if anyiv) cooperate with the United States Copyright OfficeCollateral Agent in obtaining, and upon Secured Party's obtaining control of take such other actions as are necessary or that the Collateral Agent may reasonably request in order for them to obtain Control with respect to all Deposit Accounts, Investment Property, Deposit Accounts, Electronic Chattel Paper and Letter of Letter-of-Credit Rights included in the Collateral, including (to the extent reasonably requested by the Collateral Agent) (A) in the case of Debtor constituting any Deposit Account for which the Collateral Agent is not the Bank at which that Deposit Account is maintained, using commercially reasonable efforts to cause the Bank to enter into an agreement in accordance such form as the Collateral Agent may in its reasonable discretion accept and (B) in the case of any Security Entitlement, using commercially reasonable efforts to cause the relevant Securities Intermediary to enter into an agreement in such form as the Collateral Agent may in its reasonable discretion accept; (v) cause the Collateral Agent (to the extent requested by the Collateral Agent) to be listed as the lienholder on all certificates of title or ownership relating to Motor Vehicles in the name of Obligor and deliver to the Collateral Agent originals of all such certificates of title or ownership for the Motor Vehicles together with Section 9-314 the odometer statements for each respective Motor Vehicle; (vi) cause the Collateral Agent to be listed as the lienholder on any certificate of title or ownership for any other Equipment covered by a certificate of title or ownership; and (vii) take all such other actions, and authenticate or sign and file or record such other records or instruments, as are necessary or as the Collateral Agent may reasonably request to perfect and establish the priority of the UCC liens granted by this Agreement in any and the corresponding provisions in Sections 9-104, 9-105, 9-106 and 9-107 (as applicable) all of the UCC, and upon Secured Party's Collateral or its agents' obtaining possession of the Pledged Shares (or obtaining "control" (as such term is defined in Article or Chapter 8 of the UCC) of the Pledged Shares in one (or more if Secured Party so requests) of the manners prescribed in Section 8-106 of the UCC) and all other Instruments, Chattel Paper and Security Certificates of Debtor the security interest in favor of Secured Party created herein will constitute a valid and perfected Lien upon and security interest in to enable the Collateral (except for (a) vehicles covered by certificates of titleAgent to exercise its remedies, rights, powers and (b) other Property excluded from the application of Article or Chapter 9 of the UCC by Section 9-109(c) and (d) of the UCCprivileges under this Agreement, including, without limitation, fixtures and deposit accounts, and causing any or all of the Collateral to be transferred of PLEDGE AND SECURITY AGREEMENT (cORNI 1) unregistered Intellectual Property in which a security interest cannot be perfected by said method record into the name of filing with the United States Patent and Trademark Office Collateral Agent as such (and the United States Copyright Office (Collateral Agent agrees that if any Collateral is transferred into its name, the Collateral Agent will thereafter promptly give to Obligor copies of any notices and communications received by it being understood that due with respect to uncertainty in the law a filing may also be required with the United States Patent and Trademark Office and the United States Copyright Office, which filing cannot be effected prior to registration of such Intellectual PropertyCollateral pledged by Obligor hereunder)), subject to no equal or prior Liens except for those Liens (if any) which constitute Permitted Encumbrances and which are, in accordance with the Restated Lease Agreement permitted to have priority equal to or greater than the Liens created pursuant to this Agreement. The Perfection Certificate has been prepared, completed and executed, and the information set forth therein is correct and complete.

Perfection. Upon At its sole cost and expense, promptly cause each of the filing of Financing Statements documents listed in the jurisdictions listed on Schedule 6Section 4.2(b), the filing of a Patent any subsequent Security Agreement (if any) and a Trademark Supplements, amendments to the Security Agreement or Permitted Leases required to be recorded pursuant to the Security Agreement, all UCC continuation statements, all UCC financing statement amendments (if any) with the United States Patent and Trademark Officenecessitated by any combination, the filing of a Copyright Security Agreement (if any) with the United States Copyright Office, and upon Secured Party's obtaining control consolidation or merger of the Investment PropertyBorrower, Deposit Accounts, Electronic Chattel Paper and Letter any change in its “location” (for purposes of Credit Rights of Debtor constituting Collateral in accordance with Section 9-314 of the UCC and the corresponding provisions in Sections 9-104, 9-105, 9-106 and 9-107 (as applicable) 9‑307 of the UCC), or any change in its corporate name or jurisdiction of incorporation) and upon Secured Party's any additional recordings, registrations, filings, re-recordings or its agents' obtaining possession refilings necessary to maintain the perfection of the Pledged Shares Liens created thereby to be prepared and, subject only (if applicable) to the execution and delivery thereof by the Security Trustee, duly and timely filed and recorded or obtaining "control" filed for recordation, to the extent permitted under the Federal Aviation Code (as with respect to FAA-filed documents), the Cape Town Treaty (with respect to any International Interest granted under the Security Agreement) or the UCC of any applicable jurisdiction (with respect to such term is defined other documents) and except to the extent that any such acts or filings are necessitated by the combination, consolidation or merger of the Security Trustee. Borrower will give Security Trustee timely written notice (but in Article or Chapter 8 any event not less than 30 days prior to the expiration of the period of time specified under applicable Law to prevent lapse of perfection) of any change in its “location” (for purposes of Section 9‑307 of the UCC) ), from its then present location, or of any change in its corporate name, or of any change in its jurisdiction of incorporation (and will provide in such notice, if applicable, the identification number assigned to it by the new jurisdiction). The Borrower shall, as soon as practicable and in any case not less than 60 days before the date on which the registration with the FAA of ownership of any Relevant Aircraft would expire, cause such registration to be renewed, and shall not less than 10 Business Days prior to such date provide to the Security Trustee and the Lender evidence of the Pledged Shares in one continuation of such registration. The Borrower shall provide to the Lender and the Security Trustee, not less than 20 Business Days after the filing Loan Agreement (2013) NYDOCS01/1266448.20 or more if Secured Party so requests) recordation of any document with respect to the perfection of the manners prescribed in Section 8-106 Lien of the UCC) and all other InstrumentsSecurity Agreement initiated by the Borrower, Chattel Paper and Security Certificates of Debtor the security interest in favor of Secured Party created herein will constitute a valid and perfected Lien upon and security interest in the Collateral (except for (a) vehicles covered by certificates of title, and (b) other Property excluded from the application of Article or Chapter 9 of the UCC by Section 9-109(c) and (d) of the UCC, including, without limitation, fixtures and deposit accounts, and (c) unregistered Intellectual Property in which a security interest cannot be perfected by said method of filing with the United States Patent and Trademark Office and the United States Copyright Office (it being understood that due to uncertainty in the law a filing may also be required with the United States Patent and Trademark Office and the United States Copyright Office, which filing cannot be effected prior to registration copy of such Intellectual Property)), subject to no equal or prior Liens except for those Liens (if any) which constitute Permitted Encumbrances and which are, in accordance with the Restated Lease Agreement permitted to have priority equal to or greater than the Liens created pursuant to this Agreement. The Perfection Certificate has been prepared, completed and executed, and the information set forth therein is correct and completedocument.

Perfection. The security interests in the Collateral granted to the Collateral Agent for the benefit of the Credit Parties hereunder constitute legal and valid security interests in the Collateral, securing the payment and performance of the Obligations under the UCC. Upon the filing of Financing Statements UCC financing statements naming such Grantor as “debtor,” naming the Collateral Agent as “secured party” and describing the Collateral in the jurisdictions listed filing offices with respect to such Grantor set forth on Schedule 62 annexed hereto, the security interests in the Collateral granted to the Collateral Agent for the benefit of the Credit Parties will constitute valid, enforceable (except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws relating to or limiting creditors’ rights generally or by general principles of equity, regardless of whether considered in a proceeding in equity or at law) and first priority perfected security interests therein to the extent a security interest in such Collateral can be perfected by the filing of a Patent Security Agreement financing statements under the Uniform Commercial Code as in effect in the states of such filing offices, prior to all other Liens (if any) and a Trademark Security Agreement (if any) with the United States Patent and Trademark Office, the filing of a Copyright Security Agreement (if any) with the United States Copyright Office, and upon Secured Party's obtaining control except for Liens permitted by Section 7.01 of the Investment Property, Deposit Accounts, Electronic Chattel Paper and Letter of Credit Rights of Debtor constituting Collateral in accordance with Section 9-314 Agreement). To the extent perfection or priority of the UCC and the corresponding provisions in Sections 9-104, 9-105, 9-106 and 9-107 (as applicable) security interest therein is not subject to Article 9 of the UCC, and upon Secured Party's or its agents' obtaining possession proper recordation of the Pledged Shares security interests granted hereunder in Intellectual Property Collateral in the applicable IP Filing Office, the security interests granted to the Collateral Agent for the benefit of the Credit Parties hereunder will constitute valid and first priority perfected security interests (or obtaining "control" to the extent perfection may be achieved by such filings) in such Intellectual Property Collateral, prior to all other Liens (except for Liens permitted by Section 7.01 of the Credit Agreement). The security interest granted to the Collateral Agent for the benefit of the Credit Parties pursuant to this Agreement in and on the Collateral will at all times constitute a valid, enforceable (except as such term is defined enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws relating to or limiting creditors’ rights generally or by general principles of equity, regardless of whether considered in Article a proceeding in equity or Chapter 8 at law), first priority perfected, continuing security interest therein, prior to all other Liens (except for Liens permitted by Section 7.01 of the UCC) Credit Agreement). Notwithstanding anything to the contrary in any of the Pledged Shares in one (Loan Documents, no Grantor shall be required to make any filings or more if Secured Party so requests) of otherwise take any actions to record or perfect the manners prescribed in Section 8-106 of the UCC) and all other Instruments, Chattel Paper and Security Certificates of Debtor the Collateral Agent’s security interest in favor any Intellectual Property of Secured Party created herein will constitute a valid and perfected Lien upon and any Grantor applied for or registered with any IP Filing Office outside of the United States, to the extent that the cost, difficulty, burden or consequence of creating, recording, perfecting or maintaining such security interest in exceeds the practical benefit afforded thereby as reasonably determined by the Collateral Agent (except for (a) vehicles covered by certificates of title, and (b) other Property excluded from acting at the application of Article or Chapter 9 direction of the UCC by Section 9-109(cRequired Lenders) and (d) of the UCC, including, without limitation, fixtures and deposit accounts, and (c) unregistered Intellectual Property in which a security interest cannot be perfected by said method of filing consultation with the United States Patent and Trademark Office and the United States Copyright Office (it being understood that due to uncertainty in the law a filing may also be required with the United States Patent and Trademark Office and the United States Copyright Office, which filing cannot be effected prior to registration of such Intellectual Property)), subject to no equal or prior Liens except for those Liens (if any) which constitute Permitted Encumbrances and which are, in accordance with the Restated Lease Agreement permitted to have priority equal to or greater than the Liens created pursuant to this Agreement. The Perfection Certificate has been prepared, completed and executed, and the information set forth therein is correct and completeBorrower.

Perfection. The security interests in the Collateral granted to Agent for the benefit of Secured Parties hereunder constitute valid security interests in the Collateral, securing the payment of the Secured Obligations. Upon (i) the filing of Financing Statements UCC financing statements naming each Grantor as “debtor”, naming Agent as “Secured Party” and describing the Collateral in the jurisdictions listed filing offices with respect to such Grantor set forth on Schedule 62 annexed hereto, (ii) in the case of the Securities Collateral consisting of certificated Securities or evidenced by Instruments, in addition to filing of such UCC financing statements, delivery of the certificates representing such certificated Securities and delivery of such Instruments to Agent, in each case duly endorsed or accompanied by duly executed instruments of assignment or transfer in blank, (iii) in the case of the Intellectual Property Collateral constituting Copyrights and Copyright Rights, in addition to the filing of a Patent Security Agreement (if any) and a Trademark Security Agreement (if any) with the United States Patent and Trademark Officesuch UCC financing statements, the filing recordation of a Copyright Security Agreement (if any) Grant with the United States Copyright Office, and upon Secured Party's obtaining control (iv) in the case of Equipment that is covered by a certificate of title, the Investment Property, Deposit Accounts, Electronic Chattel Paper and Letter filing with the registrar of Credit Rights motor vehicles or other appropriate authority in the applicable jurisdiction of Debtor constituting Collateral in accordance with Section 9-314 an application requesting the notation of the UCC and the corresponding provisions in Sections 9-104, 9-105, 9-106 and 9-107 (as applicable) of the UCC, and upon Secured Party's or its agents' obtaining possession of the Pledged Shares (or obtaining "control" (as such term is defined in Article or Chapter 8 of the UCC) of the Pledged Shares in one (or more if Secured Party so requests) of the manners prescribed in Section 8-106 of the UCC) and all other Instruments, Chattel Paper and Security Certificates of Debtor the security interest in favor of Secured Party created herein will constitute a valid and perfected Lien upon and security interest in the Collateral (except for (a) vehicles covered by certificates hereunder on such certificate of title, and (bv) in the case of any Deposit Account and any Investment Property constituting a Security Entitlement, Securities Account, Commodity Contract or Commodity Account, the execution and delivery to Agent of an agreement providing for control by Agent thereof or the filing of a PPSA financing statement in Canada, the security interests in the Collateral granted by each Grantor to Agent for the benefit of Secured Parties will constitute perfected security interests therein prior to all other Property excluded from the application of Article or Chapter 9 of the UCC by Section 9-109(c) and Liens (d) of the UCC, including, without limitation, fixtures and deposit accountsexcept for Permitted Senior Liens), and (c) unregistered all filings and other actions necessary or desirable to perfect and protect such security interests will have been duly made or taken. Upon the recordation of a Grant with respect to the Intellectual Property in which a security interest cannot be perfected by said method of filing Collateral with the United States Patent and Trademark Office and the United States Copyright Office (it being understood that due to uncertainty in the law a filing may also be required with the United States Patent and Trademark Office and the United States Copyright applicable IP Filing Office, which filing cannot be effected prior no subsequent purchaser or mortgagee for value may obtain claim in or title to registration of any Intellectual Property Collateral having priority or seniority over the security interests in such Intellectual Property)), subject Property Collateral granted by each Grantor to no equal or prior Liens except Agent for those Liens (if any) which constitute Permitted Encumbrances and which are, in accordance with the Restated Lease Agreement permitted to have priority equal to or greater than the Liens created benefit of Secured Parties pursuant to this Agreement. The Perfection Certificate has been prepared, completed and executed, and the information set forth therein is correct and completehereto.

Perfection. The security interests in the Collateral granted to the Secured Party for the ratable benefit of the Lenders and the Selected Revolving Lenders hereunder constitute valid Liens on such Collateral, securing the payment of the Secured Obligations. Upon (i) the filing of Financing Statements UCC financing statements naming each Grantor as "debtor", naming the Secured Party as "secured party" and describing the Collateral in the jurisdictions listed filing offices with respect to such Grantor set forth on Schedule 64(h) attached hereto, as Schedule 4(h) may be updated upon the execution of this Agreement by an Additional Grantor (ii) in the case of the Securities Collateral consisting of certificated securities or evidenced by instruments, delivery of the certificates representing such certificated securities and delivery of such instruments to the Secured Party, in each case duly endorsed or accompanied by duly executed instruments of assignment or transfer in blank, and (iii) in the case of the IP Collateral, in addition to the filing of such UCC financing statements, the filing of a Grant of Trademark Security Interest, substantially in the form of Exhibit I, and a Grant of Patent Security Agreement (if any) and a Trademark Security Agreement (if any) with the United States Patent and Trademark OfficeInterest, the filing of a Copyright Security Agreement (if any) with the United States Copyright Office, and upon Secured Party's obtaining control of the Investment Property, Deposit Accounts, Electronic Chattel Paper and Letter of Credit Rights of Debtor constituting Collateral in accordance with Section 9-314 of the UCC and the corresponding provisions in Sections 9-104, 9-105, 9-106 and 9-107 (as applicable) of the UCC, and upon Secured Party's or its agents' obtaining possession of the Pledged Shares (or obtaining "control" (as such term is defined in Article or Chapter 8 of the UCC) of the Pledged Shares in one (or more if Secured Party so requests) of the manners prescribed in Section 8-106 of the UCC) and all other Instruments, Chattel Paper and Security Certificates of Debtor the security interest in favor of Secured Party created herein will constitute a valid and perfected Lien upon and security interest substantially in the Collateral (except for (a) vehicles covered by certificates form of titleExhibit II, and (b) other Property excluded from the application of Article or Chapter 9 of the UCC by Section 9-109(c) and (d) of the UCC, including, without limitation, fixtures and deposit accounts, and (c) unregistered Intellectual Property in which a security interest cannot be perfected by said method of filing with the United States Patent and Trademark Office and the filing of a Grant of Copyright Security Interest, substantially in the form of Exhibit III, with the United States Copyright Office (it each such Grant of Trademark Security Interest, Grant of Patent Security Interest and Grant of Copyright Security Interest being understood that due referred to uncertainty herein as a "Grant"), the security interests in the law a Collateral granted to the Secured Party for the ratable benefit of the Lenders and the Selected Revolving Lenders will constitute perfected security interests therein, to the extent such security interests may be perfected by filing may also be required with in the United States Patent and Trademark Office and the United States Copyright Officeor by possession, which filing cannot be effected prior to registration of such Intellectual Property)all other Liens (except for Liens expressly permitted by the Credit Agreement), subject and all filings and other actions necessary or desirable to no equal perfect and protect such security interest have been duly made or prior Liens except for those Liens (if any) which constitute Permitted Encumbrances and which are, in accordance with the Restated Lease Agreement permitted to have priority equal to or greater than the Liens created pursuant to this Agreement. The Perfection Certificate has been prepared, completed and executed, and the information set forth therein is correct and completetaken.

Perfection. The security interests in the Collateral granted to the Secured Party hereunder constitute valid security interests in the Collateral, securing the payment and performance of all Secured Obligations. Upon (i) the filing of Financing Statements UCC financing statements naming each Grantor as “debtor”, naming the Secured Party as “secured party” and describing the Collateral (including such financing statements describing such collateral as “all assets”) in the jurisdictions listed filing offices with respect to such Grantor as set forth on Schedule 62 annexed hereto, (ii) in the case of Securities Collateral consisting of certificated Securities or evidenced by Instruments, in addition to filing of such UCC financing statements, delivery to the Secured Party of such Instruments and the certificates representing such certificated Securities (and in the case of Securities Collateral issued by a foreign issuer, any actions required under foreign law to perfect a security interest in such Securities Collateral), in each case duly endorsed or accompanied by duly executed instruments of assignment or transfer in blank, (iii) in the case of the Intellectual Property Collateral constituting Copyright Registrations, Patents and Trademark Registrations, in addition to the filing of such UCC financing statements, the recordation of a Patent Security Agreement (if any) and a Trademark Security Agreement (if any) Grant with the United States Patent applicable filing office in respect of such Intellectual Property Collateral, and Trademark Office(iv) in the case of any Deposit Account and any Investment Property constituting a Security Entitlement, Securities Account, Commodity Contract or Commodity Account, the filing execution and delivery to the Secured Party of a Copyright Security Agreement (if any) with an agreement providing for control thereof by the United States Copyright Office, and upon Secured Party's obtaining control of the Investment Property, Deposit Accounts, Electronic Chattel Paper and Letter of Credit Rights of Debtor constituting Collateral in accordance with Section 9-314 of the UCC and the corresponding provisions in Sections 9-104, 9-105, 9-106 and 9-107 (as applicable) of the UCC, and upon Secured Party's or its agents' obtaining possession of the Pledged Shares (or obtaining "control" (as such term is defined in Article or Chapter 8 of the UCC) of the Pledged Shares in one (or more if Secured Party so requests) of the manners prescribed in Section 8-106 of the UCC) and all other Instruments, Chattel Paper and Security Certificates of Debtor the security interest in favor of Secured Party created herein will constitute a valid and perfected Lien upon and security interest interests in the Collateral (except for (a) vehicles covered by certificates of title, and (b) other Property excluded from granted to the application of Article or Chapter 9 of the UCC by Section 9-109(c) and (d) of the UCC, including, without limitation, fixtures and deposit accounts, and (c) unregistered Intellectual Property in which a Secured Party will constitute perfected security interest cannot be perfected by said method of filing with the United States Patent and Trademark Office and the United States Copyright Office (it being understood that due to uncertainty in the law a filing may also be required with the United States Patent and Trademark Office and the United States Copyright Office, which filing cannot be effected interests therein prior to registration of such Intellectual Property)), subject to no equal or prior all other Liens except for those Liens (if any) which constitute the Permitted Encumbrances Liens; and, without limiting any obligations of the Grantors or rights of the Secured Party hereunder, the Secured Party is authorized to make all filings and which are, in accordance with take such other actions as may be necessary or advisable to perfect and protect such security interests on or after the Restated Lease Agreement permitted to have priority equal to or greater than the Liens created pursuant to this Agreement. The Perfection Certificate has been prepared, completed and executed, and the information set forth therein is correct and completeClosing Date.

Perfection. Upon The security interests in the Collateral granted hereunder to Secured Party for the benefit of Lenders constitute valid security interests in the Collateral, , to the extent the UCC or U.S. patent, trademark or copyright statutes are applicable thereto, securing the payment of the Secured Obligations. If the Grantor is a Subsidiary Guarantor, upon (i) the filing of Financing Statements UCC financing statements naming each such Subsidiary Guarantor as "debtor," naming Secured Party as "secured party" and describing the Collateral in the jurisdictions filing offices with respect to such Subsidiary Guarantor set forth on Schedule 4(i), (ii) in the case of the Securities Collateral consisting of certificated securities or evidenced by instruments, delivery of the certificates representing such certificated securities and delivery of such instruments to Secured Party, in each case duly endorsed or accompanied by duly executed instruments of assignment or transfer in blank, and (iii) in the case of the Intellectual Property Collateral listed on Schedule 65.5C to the Credit Agreement, excluding the Intellectual Property held under foreign law, in addition to the filing of such UCC financing statements, the filing of a Grant of Trademark Security Interest, substantially in the form of Exhibit I, and a Grant of Patent Security Agreement (if any) and a Trademark Security Agreement (if any) with the United States Patent and Trademark OfficeInterest, the filing of a Copyright Security Agreement (if any) with the United States Copyright Office, and upon Secured Party's obtaining control of the Investment Property, Deposit Accounts, Electronic Chattel Paper and Letter of Credit Rights of Debtor constituting Collateral in accordance with Section 9-314 of the UCC and the corresponding provisions in Sections 9-104, 9-105, 9-106 and 9-107 (as applicable) of the UCC, and upon Secured Party's or its agents' obtaining possession of the Pledged Shares (or obtaining "control" (as such term is defined in Article or Chapter 8 of the UCC) of the Pledged Shares in one (or more if Secured Party so requests) of the manners prescribed in Section 8-106 of the UCC) and all other Instruments, Chattel Paper and Security Certificates of Debtor the security interest in favor of Secured Party created herein will constitute a valid and perfected Lien upon and security interest substantially in the Collateral (except for (a) vehicles covered by certificates form of titleExhibit II, and (b) other Property excluded from the application of Article or Chapter 9 of the UCC by Section 9-109(c) and (d) of the UCC, including, without limitation, fixtures and deposit accounts, and (c) unregistered Intellectual Property in which a security interest cannot be perfected by said method of filing with the United States Patent and Trademark Office and the filing of a Grant of Copyright Security Interest, substantially in the form of Exhibit III, with the United States Copyright Office (it each such Grant of Trademark Security Interest, Grant of Patent Security Interest and Grant of Copyright Security Interest being understood that due referred to uncertainty herein as a "Grant"), the security interests in the law a filing may also Collateral granted to Secured Party for the benefit of Lenders will constitute perfected security interests therein, to the extent the UCC or U.S. patent, trademark or copyright statutes are applicable thereto, prior to all other Liens (except for Permitted Encumbrances and other Liens permitted under the Credit Agreement to the extent such Liens are permitted to be required with senior in priority to the Liens in favor of the Lenders), and all filings and other actions in the United States Patent necessary or desirable to perfect and Trademark Office protect such security interests have been duly made or taken. In the case of Intellectual Property held under foreign law, after the occurrence of an Event of Default, all actions necessary or desirable to perfect and protect such security interests shall be taken. If Grantor is a Borrower, upon entry of the United States Copyright OfficeInterim Borrowing Order or Final Borrowing Order, which filing cannot be effected the security interests in the Collateral granted to Secured Party for the benefit of Lenders hereunder will constitute security interests therein prior to registration of all other Liens other than Liens permitted under the Credit Agreement to the extent such Intellectual Property)), subject to no equal or prior Liens except for those Liens (if any) which constitute Permitted Encumbrances and which are, in accordance with the Restated Lease Agreement are permitted to have be senior in priority equal to or greater than the Liens created pursuant to this Agreement. The Perfection Certificate has been prepared, completed and executed, and in favor of the information set forth therein is correct and completeLenders.

Perfection. The security interests in the Collateral granted to the Collateral Agent for the benefit of the Credit Parties hereunder constitute legal and valid security interests in the Collateral, securing the payment and performance of the Obligations under the UCC. Upon the filing of Financing Statements UCC financing statements naming such Grantor as “debtor,” naming the Collateral Agent as “secured party” and describing the Collateral in the jurisdictions listed filing offices with respect to such Grantor set forth on Schedule 62 annexed hereto, the security interests in the Collateral granted to the Collateral Agent for the benefit of the Credit Parties will constitute valid, enforceable (except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws relating to or limiting creditors’ rights generally or by general principles of equity, regardless of whether considered in a proceeding in equity or at law) and first priority perfected security interests therein to the extent a security interest in such Collateral can be perfected by the filing of a Patent Security Agreement financing statements under the Uniform Commercial Code as in effect in the states of such filing offices, prior to all other Liens (if any) and a Trademark Security Agreement (if any) with the United States Patent and Trademark Office, the filing of a Copyright Security Agreement (if any) with the United States Copyright Office, and upon Secured Party's obtaining control except for Liens permitted by Section 7.01 of the Investment Property, Deposit Accounts, Electronic Chattel Paper and Letter of Credit Rights of Debtor constituting Collateral in accordance with Section 9-314 Agreement). To the extent perfection or priority of the UCC and the corresponding provisions in Sections 9-104, 9-105, 9-106 and 9-107 (as applicable) security interest therein is not subject to Article 9 of the UCC, and upon Secured Party's or its agents' obtaining possession proper recordation of the Pledged Shares security interests granted hereunder in Intellectual Property Collateral in the applicable IP Filing Office, the security interests granted to the Collateral Agent for the benefit of the Credit Parties hereunder will constitute valid and first priority perfected security interests (or obtaining "control" solely to the extent perfection may be achieved by such filings) in such Intellectual Property Collateral, prior to all other Liens (except for Liens permitted by Section 7.01 of the Credit Agreement). The security interest granted to the Collateral Agent for the benefit of the Credit Parties pursuant to this Agreement in and on the Collateral will at all times constitute a valid, enforceable (except as such term is defined enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws relating to or limiting creditors’ rights generally or by general principles of equity, regardless of whether considered in Article a proceeding in equity or Chapter 8 at law), first priority perfected, continuing security interest therein, prior to all other Liens (except for Liens permitted by Section 7.01 of the UCC) Credit Agreement). Notwithstanding anything to the contrary in any of the Pledged Shares in one (Loan Documents, no Grantor shall be required to make any filings or more if Secured Party so requests) of otherwise take any actions to record or perfect the manners prescribed in Section 8-106 of the UCC) and all other Instruments, Chattel Paper and Security Certificates of Debtor the Collateral Agent’s security interest in favor any Intellectual Property of Secured Party created herein will constitute a valid and perfected Lien upon and any Grantor applied for or registered with any IP Filing Office outside of the United States, to the extent that the cost, difficulty, burden or consequence of creating, recording, perfecting or maintaining such security interest in exceeds the practical benefit afforded thereby as reasonably determined by the Collateral Agent (except for (a) vehicles covered by certificates of title, and (b) other Property excluded from acting at the application of Article or Chapter 9 direction of the UCC by Section 9-109(cRequired Lenders) and (d) of in consultation with the UCC, including, without limitation, fixtures and deposit accounts, and (c) unregistered Borrower or such Intellectual Property in which a security interest cannot be perfected by said method of filing with the United States Patent and Trademark Office and the United States Copyright Office (it being understood that due to uncertainty in the law a filing may also be required with the United States Patent and Trademark Office and the United States Copyright Office, which filing cannot be effected prior to registration of such Intellectual otherwise constitutes Excluded Property)), subject to no equal or prior Liens except for those Liens (if any) which constitute Permitted Encumbrances and which are, in accordance with the Restated Lease Agreement permitted to have priority equal to or greater than the Liens created pursuant to this Agreement. The Perfection Certificate has been prepared, completed and executed, and the information set forth therein is correct and complete.

Perfection. Upon (a) Not more than five (5) business days after the filing execution and delivery of Financing Statements this Agreement each Grantor shall (i) deliver to the Collateral Agent any certificate identified in the jurisdictions listed on Schedule 6Annex 1, the filing of a Patent Security Agreement (accompanied by undated stock powers or other similar documents, if any, duly executed in blank and (ii) subject to Section 2.5, deliver and a Trademark Security Agreement pledge to the Collateral Agent any and all Instruments and promissory notes, endorsed or accompanied by such instruments of assignment and transfer in such form and substance as shall be necessary to perfect and establish the priority (if any) with subject only to the United States Patent and Trademark Office, the filing of a Copyright Security Agreement (if any) with the United States Copyright Office, and upon Secured Party's obtaining control of the Investment Property, Deposit Accounts, Electronic Chattel Paper and Letter of Credit Rights of Debtor constituting Collateral in accordance with Section 9-314 of the UCC and the corresponding provisions in Sections 9-104, 9-105, 9-106 and 9-107 (as applicablePermitted Liens) of the UCC, and upon Secured Party's or its agents' obtaining possession of the Pledged Shares (or obtaining "control" (as such term is defined in Article or Chapter 8 of the UCC) of the Pledged Shares in one (or more if Secured Party so requests) of the manners prescribed in Section 8-106 of the UCC) and all other Instruments, Chattel Paper and Security Certificates of Debtor the security interest in favor of Secured Party created herein will constitute a valid and perfected Lien upon and security interest in the Collateral (except for (a) vehicles covered Liens granted by certificates of title, this Agreement and (b) promptly after the execution and delivery of this Agreement, each Grantor shall (i) give, execute, deliver, file, authorize, obtain and/or record any financing or continuation statements or amendments thereto (and each Grantor agrees that such financing statements may describe the Collateral in the same manner as described in this Agreement or as “all assets” or “all personal property”, whether now owned or in the future acquired by such Grantor and whether now existing or in the future coming into existence and wherever located or such other Property excluded from description as the application of Article Collateral Agent, in its sole judgment, determines is necessary or Chapter 9 of advisable, and, without limiting such Grantor’s obligations hereunder, such Grantor authorizes the UCC by Section 9-109(cCollateral Agent and the Purchaser to file one or more financing statements (and, if applicable amendments and continuation statements) in any filing office in any jurisdiction containing any such Collateral description) and other documents in such offices as shall be necessary to perfect and establish the priority (dsubject only to the Permitted Liens) of the UCCLiens granted by this Agreement, including, without limitation, fixtures (ii) cause the Collateral Agent (to the extent requested by the Collateral Agent in writing) to be listed as the lienholder on all certificates of title or ownership relating to each Motor Vehicle owned by such Grantor and deposit accounts, valued at over $20,000 and deliver to the Collateral Agent originals of all such certificates of title or ownership for such Motor Vehicles together with the odometer statements for each respective Motor Vehicle and (ciii) unregistered Intellectual Property in which a security interest cannot be perfected by said method take all such other actions as are necessary, or as the Collateral Agent may request, to create, perfect and establish the priority (subject only to the Permitted Liens) of filing with the United States Patent and Trademark Office and the United States Copyright Office (it being understood that due to uncertainty in the law a filing may also be required with the United States Patent and Trademark Office and the United States Copyright Office, which filing cannot be effected prior to registration of such Intellectual Property)), subject to no equal or prior Liens except for those Liens (if any) which constitute Permitted Encumbrances and which are, in accordance with the Restated Lease Agreement permitted to have priority equal to or greater than the Liens created pursuant to granted by this Agreement. The Perfection Certificate has been prepared, completed and executed, and the information set forth therein is correct and complete.

Perfection. The security interests in the Collateral granted to Collateral Agent hereunder constitute valid security interests and liens in the Collateral, securing the payment of the Secured Obligations. Upon (i) the filing of Financing Statements UCC financing statements naming each Grantor as "debtor", naming Collateral Agent as "secured party" and describing the Collateral in the jurisdictions listed filing offices with respect to such Grantor set forth on Schedule 62 annexed hereto, (ii) in the case of the Securities Collateral consisting of certificated Securities or evidenced by Instruments, either the filing of such UCC financing statements or the delivery of the certificates representing such certificated Securities and delivery of such Instruments to Collateral Agent, in each case duly endorsed or accompanied by duly executed instruments of assignment or transfer in blank, (iii) in the case of Copyright Registrations, the recordation of a Patent 4 Security Agreement (if any) and a Trademark Security Agreement (if any) with the United States Patent and Trademark Office, the filing of a Copyright Security Agreement (if any) Grant with the United States Copyright Office, and upon Secured Party's obtaining control (iv) in the case of Collateral constituting vehicles covered by a certificate of title, the annotation of the Investment Propertysecurity interest granted herein on such certificate of title, Deposit Accounts(v) in relation to Collateral owned by LAPS(HK), Electronic Chattel Paper and Letter the registration of Credit Rights of Debtor constituting Collateral this Agreement with the Hong Kong Companies Registry in accordance with Section 9-314 Part III of the UCC Companies Ordinance and the corresponding provisions in Sections 9-104, 9-105, 9-106 and 9-107 (as applicable) entry of the UCC, and upon Secured Party's or its agents' obtaining possession relevant provisions of the Pledged Shares (or obtaining "control" (as such term is defined in Article or Chapter 8 of the UCC) of the Pledged Shares in one (or more if Secured Party so requests) of the manners prescribed in Section 8-106 of the UCC) and all other Instruments, Chattel Paper and Security Certificates of Debtor the security interest in favor of Secured Party created herein will constitute a valid and perfected Lien upon and security interest this Agreement in the Collateral (except for (a) vehicles covered by certificates Register of titleMortgages and Charges kept or to be kept at the registered office of LAPS(HK), and (bvi) other Property excluded from in the application case of Article or Chapter 9 Commercial Tort Claims, in addition to the filing of such UCC financing statements, such Commercial Tort Claims having been adequately described on Schedule 1 hereto, the UCC by Section 9-109(c) and (d) of the UCC, including, without limitation, fixtures and deposit accounts, and (c) unregistered Intellectual Property in which Collateral Agent shall have a perfected security interest cannot be perfected by said method of filing with on the United States Patent and Trademark Office and the United States Copyright Office date hereof in all Collateral (it being understood that due to uncertainty in the law a filing may also be required with the United States Patent and Trademark Office and the United States Copyright Office, which filing cannot be effected prior to registration of such Intellectual Propertyother than Unperfected Collateral)), subject to no equal or prior Liens except for those Liens (if any) which constitute Permitted Encumbrances and which are, in accordance with the Restated Lease Agreement permitted to have priority equal to or greater than the Liens created pursuant to this Agreement. The Perfection Certificate has been prepared, completed and executed, and the information set forth therein is correct and complete.

Perfection. The security interests in the Collateral granted to Secured Party for the ratable benefit of the Lenders and Interest Rate Exchangers hereunder constitute valid security interests in the Collateral, securing the payment of the Secured Obligations. Upon (i) the filing of Financing Statements UCC financing statements naming each Grantor as "debtor," naming Secured Party as "secured party" and describing the Collateral in the jurisdictions listed filing offices with respect to such Grantor set forth on Schedule 65(i), (ii) in the case of the Securities Collateral consisting of certificated securities or evidenced by instruments, delivery of the certificates representing such certificated securities and delivery of such instruments to Secured Party, in each case duly endorsed or accompanied by duly executed instruments of assignment or transfer in blank, (iii) in the case of the Intellectual Property Collateral, in addition to the filing of such UCC financing statements, the filing of a Grant of Trademark Security Interest, substantially in the form of Exhibit I, and a Grant of Patent Security Agreement (if any) and a Trademark Security Agreement (if any) with the United States Patent and Trademark OfficeInterest, the filing of a Copyright Security Agreement (if any) with the United States Copyright Office, and upon Secured Party's obtaining control of the Investment Property, Deposit Accounts, Electronic Chattel Paper and Letter of Credit Rights of Debtor constituting Collateral in accordance with Section 9-314 of the UCC and the corresponding provisions in Sections 9-104, 9-105, 9-106 and 9-107 (as applicable) of the UCC, and upon Secured Party's or its agents' obtaining possession of the Pledged Shares (or obtaining "control" (as such term is defined in Article or Chapter 8 of the UCC) of the Pledged Shares in one (or more if Secured Party so requests) of the manners prescribed in Section 8-106 of the UCC) and all other Instruments, Chattel Paper and Security Certificates of Debtor the security interest in favor of Secured Party created herein will constitute a valid and perfected Lien upon and security interest substantially in the Collateral (except for (a) vehicles covered by certificates form of titleExhibit II, and (b) other Property excluded from the application of Article or Chapter 9 of the UCC by Section 9-109(c) and (d) of the UCC, including, without limitation, fixtures and deposit accounts, and (c) unregistered Intellectual Property in which a security interest cannot be perfected by said method of filing with the United States Patent and Trademark Office and the filing of a Grant of Copyright Security Interest, substantially in the form of Exhibit III, with the United States Copyright Office (it each such Grant of Trademark Security Interest, Grant of Patent Security Interest and Grant of Copyright Security Interest being understood that due referred to uncertainty herein as a "Grant"), and (iv) in the law case of Equipment that is covered by a certificate of title, the filing may also be required with the United States Patent registrar of motor vehicles or other appropriate authority in the applicable jurisdiction of an application requesting the notation of the security interest created hereunder on such certificate of title, the security interests in the Collateral granted to Secured Party for the ratable benefit of the Lenders and Trademark Office and the United States Copyright Office, which filing cannot be effected Interest Rate Exchangers will constitute perfected security interests therein prior to registration of such Intellectual Property)all other Liens (except for Permitted Liens), subject and all filings and other actions necessary or desirable to no equal perfect and protect such security interest have been duly made or prior Liens except for those Liens (if any) which constitute Permitted Encumbrances and which are, in accordance with the Restated Lease Agreement permitted to have priority equal to or greater than the Liens created pursuant to this Agreement. The Perfection Certificate has been prepared, completed and executed, and the information set forth therein is correct and completetaken.

Perfection. The security interests in the Collateral granted to Secured Party for the ratable benefit of Lenders and Swap Counterparties hereunder constitute valid security interests in the Collateral, securing the payment of the Secured Obligations. Upon (i) the filing of Financing Statements UCC financing statements naming each Grantor as “debtor”, naming Secured Party as “secured party” and describing the Collateral in the jurisdictions listed filing offices with respect to such Grantor set forth on Schedule 62 annexed hereto, (ii) in the case of the Securities Collateral consisting of certificated Securities or evidenced by Instruments, in addition to filing of such UCC financing statements, delivery of the certificates representing such certificated Securities and delivery of such Instruments to Secured Party, and in the case of Securities Collateral issued by a foreign issuer, any actions required under foreign law to perfect a security interest in such Securities Collateral), in each case duly endorsed or accompanied by duly executed instruments of assignment or transfer in blank, (iii) in the case of the Intellectual Property Collateral described in clause (a) of the definition thereof, in addition to the filing of such UCC financing statements, the recordation of a Grant with the applicable IP Filing Office, (iv) in the case of Equipment that is covered by a certificate of title, the filing of a Patent Security Agreement (if any) and a Trademark Security Agreement (if any) with the United States Patent and Trademark Office, registrar of motor vehicles or other appropriate authority in the filing applicable jurisdiction of a Copyright Security Agreement (if any) with an application requesting the United States Copyright Office, and upon Secured Party's obtaining control notation of the Investment Property, Deposit Accounts, Electronic Chattel Paper and Letter of Credit Rights of Debtor constituting Collateral in accordance with Section 9-314 of the UCC and the corresponding provisions in Sections 9-104, 9-105, 9-106 and 9-107 (as applicable) of the UCC, and upon Secured Party's or its agents' obtaining possession of the Pledged Shares (or obtaining "control" (as such term is defined in Article or Chapter 8 of the UCC) of the Pledged Shares in one (or more if Secured Party so requests) of the manners prescribed in Section 8-106 of the UCC) and all other Instruments, Chattel Paper and Security Certificates of Debtor the security interest created hereunder on such certificate of title, and (v), in favor the case of any Deposit Account and any Investment Property constituting a Security Entitlement, Securities Account, Commodity Contract or Commodity Account, the execution and delivery to Secured Party created herein will constitute a valid and perfected Lien upon and of an agreement providing for control by Secured Party thereof, the security interest interests in the Collateral (except for (a) vehicles covered by certificates of title, and (b) other Property excluded from the application of Article or Chapter 9 of the UCC by Section 9-109(c) and (d) of the UCC, including, without limitation, fixtures and deposit accounts, and (c) unregistered Intellectual Property security interests in which a security interest Collateral that cannot be perfected by said method the filing of filing with financing statements and are not material to the United States Patent Company) granted to Secured Party for the ratable benefit of Lenders and Trademark Office and the United States Copyright Office (it being understood that due to uncertainty in the law a filing may also be required with the United States Patent and Trademark Office and the United States Copyright Office, which filing cannot be effected Swap Counterparties will constitute perfected security interests therein prior to registration all other Liens (except for Liens permitted by clauses (b) through (i) of such Intellectual Property)subsection 7.1 of the Credit Agreement), subject and all filings and other actions necessary or desirable to no equal perfect and protect such security interests have been duly made or prior Liens except for those Liens (if any) which constitute Permitted Encumbrances and which are, in accordance with the Restated Lease Agreement permitted to have priority equal to or greater than the Liens created pursuant to this Agreement. The Perfection Certificate has been prepared, completed and executed, and the information set forth therein is correct and completetaken.

Perfection. Upon Obligor authorizes the filing Collateral Agent to file such financing statements and continuation statements in such offices as are or shall be necessary or as the Collateral Agent may determine to be appropriate to create, perfect and establish the priority of Financing Statements the liens granted by this Agreement in any and all of the jurisdictions listed on Schedule 6Collateral, to preserve the filing validity, perfection or priority of a Patent Security the liens granted by this Agreement in any and all of the Collateral or to enable the Collateral Agent to exercise its remedies, rights, powers and privileges under this Agreement. Concurrently with the execution and delivery of this Agreement, Obligor shall (if anyi) deliver to the Collateral Agent any and a Trademark Security Agreement all certificates for all Certificated Securities, including those identified in Annex 5, duly endorsed in blank; (if anyii) with respect to any part of the United States Patent Ownership Collateral that constitutes an uncertificated security Obligor shall cause any issuer thereof to register the Collateral Agent as the registered owner of such security; (iii) deliver to the Collateral Agent any and Trademark Officeall Instruments, endorsed or accompanied by such instruments of assignment and transfer in such form and substance as the filing of a Copyright Security Agreement Collateral Agent may reasonably request; (if anyiv) cooperate with the United States Copyright OfficeCollateral Agent in obtaining, and upon Secured Party's obtaining control of take such other actions as are necessary or that the Collateral Agent may reasonably request in order for them to obtain Control with respect to all Deposit Accounts, Investment Property, Deposit Accounts, Electronic Chattel Paper and Letter of Letter-of-Credit Rights included in the Collateral, including (to the extent reasonably requested by the Collateral Agent) (A) in the case of Debtor constituting any Deposit Account for which the Collateral Agent is not the Bank at which that Deposit Account is maintained, using commercially reasonable efforts to cause the Bank to enter into an agreement in accordance such form as the Collateral Agent may in its reasonable discretion accept and (B) in the case of any Security Entitlement, using commercially reasonable efforts to cause the relevant Securities Intermediary to enter into an agreement in such form as the Collateral Agent may in its reasonable discretion accept; (v) cause the Collateral Agent (to the extent requested by the Collateral Agent) to be listed as the lienholder on all certificates of title or ownership relating to Motor Vehicles in the name of Obligor and deliver to the Collateral Agent originals of all such certificates of title or ownership for the Motor Vehicles together with Section 9-314 the odometer statements for each respective Motor Vehicle; (vi) cause the Collateral Agent to be listed as the lienholder on any certificate of title or ownership for any other Equipment covered by a certificate of title or ownership; and (vii) take all such other actions, and authenticate or sign and file or record such other records or instruments, as are necessary or as the Collateral Agent may reasonably request to perfect and establish the priority of the UCC liens granted by this Agreement in any and the corresponding provisions in Sections 9-104, 9-105, 9-106 and 9-107 (as applicable) all of the UCC, and upon Secured Party's Collateral or its agents' obtaining possession of the Pledged Shares (or obtaining "control" (as such term is defined in Article or Chapter 8 of the UCC) of the Pledged Shares in one (or more if Secured Party so requests) of the manners prescribed in Section 8-106 of the UCC) and all other Instruments, Chattel Paper and Security Certificates of Debtor the security interest in favor of Secured Party created herein will constitute a valid and perfected Lien upon and security interest in to enable the Collateral (except for (a) vehicles covered by certificates of titleAgent to exercise its remedies, rights, powers and (b) other Property excluded from the application of Article or Chapter 9 of the UCC by Section 9-109(c) and (d) of the UCCprivileges under this Agreement, including, without limitation, fixtures and deposit accounts, and causing any or all of the Collateral to be transferred of PLEDGE AND SECURITY AGREEMENT (cORNI 2) unregistered Intellectual Property in which a security interest cannot be perfected by said method record into the name of filing with the United States Patent and Trademark Office Collateral Agent as such (and the United States Copyright Office (Collateral Agent agrees that if any Collateral is transferred into its name, the Collateral Agent will thereafter promptly give to Obligor copies of any notices and communications received by it being understood that due with respect to uncertainty in the law a filing may also be required with the United States Patent and Trademark Office and the United States Copyright Office, which filing cannot be effected prior to registration of such Intellectual PropertyCollateral pledged by Obligor hereunder)), subject to no equal or prior Liens except for those Liens (if any) which constitute Permitted Encumbrances and which are, in accordance with the Restated Lease Agreement permitted to have priority equal to or greater than the Liens created pursuant to this Agreement. The Perfection Certificate has been prepared, completed and executed, and the information set forth therein is correct and complete.

Perfection. The security interests in the Collateral granted to Secured Party for the ratable benefit of Lenders and Swap Counterparties hereunder constitute valid security interests in the Collateral, securing the payment of the Secured Obligations. Upon (i) the filing of Financing Statements UCC financing statements naming each Grantor as “debtor”, naming Secured Party as “secured party” and describing the Collateral in the jurisdictions listed filing offices with respect to such Grantor set forth on Schedule 62 annexed hereto, (ii) in the case of the Securities Collateral consisting of certificated Securities or evidenced by Instruments, in addition to filing of such UCC financing statements, delivery of the certificates representing such certificated Securities and delivery of such Instruments to Secured Party (and in the case of Securities Collateral issued by a foreign issuer, any actions required under foreign law to perfect a security interest in such Securities Collateral), in each case duly endorsed or accompanied by duly executed instruments of assignment or transfer in blank, and (iii) in the case of registered Copyrights, in addition to the filing of such UCC financing statements, the recordation of a Patent Security Agreement (if any) and a Trademark Security Agreement (if any) Grant with the United States Patent and Trademark U.S. Copyright Office, the security interests in (x) the Collateral granted to Secured Party for the ratable benefit of Lenders and Swap Counterparties which may be perfected by filing a financing statement under the UCC, (y) Securities Collateral consisting of a Copyright Security Agreement certificated securities or evidenced by Instruments and (if anyz) with U.S. Copyrights described in the United States Copyright OfficeGrant referenced above, respectively, shall be perfected and upon Secured Party's obtaining control of the Investment Propertyare prior to all other Liens (except for Liens permitted by subsections 7.2A(i)-(xvi), Deposit Accounts, Electronic Chattel Paper (xviii)-(xx) and Letter of Credit Rights of Debtor constituting Collateral in accordance with Section 9-314 of the UCC and the corresponding provisions in Sections 9-104, 9-105, 9-106 and 9-107 (as applicablexxii) of the UCC, and upon Secured Party's or its agents' obtaining possession Credit Agreement). With respect to such Collateral existing as of the Pledged Shares (Closing Date, all filings and other actions necessary or obtaining "control" (as desirable to perfect and protect such term is defined in Article security interests have been, or Chapter 8 of promptly after the UCC) of Closing Date will be, duly made or taken. With respect to such Collateral acquired after the Pledged Shares in one (Closing Date, all filings and other actions necessary or more if Secured Party so requests) of desirable to perfect and protect such security interests have been, or promptly after the manners prescribed in Section 8-106 of the UCC) and all other Instrumentsacquisition thereof will be, Chattel Paper and Security Certificates of Debtor the security interest in favor of Secured Party created herein will constitute a valid and perfected Lien upon and security interest in the Collateral (except for (a) vehicles covered by certificates of title, and (b) other Property excluded from the application of Article duly made or Chapter 9 of the UCC by Section 9-109(c) and (d) of the UCC, including, without limitation, fixtures and deposit accounts, and (c) unregistered Intellectual Property in which a security interest cannot be perfected by said method of filing with the United States Patent and Trademark Office and the United States Copyright Office (it being understood that due to uncertainty in the law a filing may also be required with the United States Patent and Trademark Office and the United States Copyright Office, which filing cannot be effected prior to registration of such Intellectual Property)), subject to no equal or prior Liens except for those Liens (if any) which constitute Permitted Encumbrances and which are, in accordance with the Restated Lease Agreement permitted to have priority equal to or greater than the Liens created pursuant to this Agreement. The Perfection Certificate has been prepared, completed and executed, and the information set forth therein is correct and completetaken.

Perfection. The security interest in the Collateral is granted to Collateral Agent on the basis described in Section 2 hereof and constitutes a valid security interest (except for the security interest purported to be granted in commercial tort claims other than those listed on Schedule 1(j)), to the extent the UCC or United States patent, trademark or copyright statutes are applicable thereto, securing the payment of the applicable Secured Obligations. Upon (i) the filing of Financing Statements UCC financing statements naming each Grantor as "debtor," naming Collateral Agent as "secured party" and describing the Collateral in the jurisdictions filing office with respect to such Grantor set forth on Schedule 4(i), (ii) in the case of the Securities Collateral consisting of certificated securities or evidenced by instruments, delivery of the certificates representing such certificated securities and delivery of such instruments to Collateral Agent, in each case duly endorsed or accompanied by duly executed instruments of assignment or transfer in blank, and (iii) in the case of the Intellectual Property Collateral listed on Schedule 6Schedules 1g(i), (ii) and (iii) hereto, excluding the Intellectual Property held under foreign law, in addition to the filing of such UCC financing statements, the filing of a Grant of Trademark Security Interest, substantially in the form of Exhibit I, and a Grant of Patent Security Agreement (if any) and a Trademark Security Agreement (if any) with the United States Patent and Trademark OfficeInterest, the filing of a Copyright Security Agreement (if any) with the United States Copyright Office, and upon Secured Party's obtaining control of the Investment Property, Deposit Accounts, Electronic Chattel Paper and Letter of Credit Rights of Debtor constituting Collateral in accordance with Section 9-314 of the UCC and the corresponding provisions in Sections 9-104, 9-105, 9-106 and 9-107 (as applicable) of the UCC, and upon Secured Party's or its agents' obtaining possession of the Pledged Shares (or obtaining "control" (as such term is defined in Article or Chapter 8 of the UCC) of the Pledged Shares in one (or more if Secured Party so requests) of the manners prescribed in Section 8-106 of the UCC) and all other Instruments, Chattel Paper and Security Certificates of Debtor the security interest in favor of Secured Party created herein will constitute a valid and perfected Lien upon and security interest substantially in the Collateral (except for (a) vehicles covered by certificates form of titleExhibit II, and (b) other Property excluded from the application of Article or Chapter 9 of the UCC by Section 9-109(c) and (d) of the UCC, including, without limitation, fixtures and deposit accounts, and (c) unregistered Intellectual Property in which a security interest cannot be perfected by said method of filing with the United States Patent and Trademark Office and the filing of a Grant of Copyright Security Interest, substantially in the form of Exhibit III, with the United States Copyright Office (it each such Grant of Trademark Security Interest, Grant of Patent Security Interest and Grant of Copyright Security Interest being understood that due referred to uncertainty herein as a "GRANT"), the security interest in the law Collateral referred to in the immediately preceding sentence in each case will constitute a filing perfected security interest therein (except for the security interest purported to be granted in commercial tort claims other than those listed on Schedule 1(j)), to the extent the UCC or United States patent, trademark or copyright statutes are applicable thereto, prior to all other Liens (except for Liens otherwise permitted under any Credit Document to the extent such Liens are permitted to be senior in priority to the Liens in favor of the Collateral Agent, the Cash Management Bank, the Revolver Agent and the Revolver Lenders, the Term Loan Agents and the Term Loan Lenders, as the case may also be required with be), and all filings and other actions in the United States Patent necessary or desirable to perfect and Trademark Office protect such security interest have been duly made or taken. In the case of Intellectual Property held under foreign law, after the occurrence of an Event of Default, all actions necessary or desirable to perfect and the United States Copyright Office, which filing cannot protect such security interest shall be effected prior to registration of such Intellectual Property)), subject to no equal or prior Liens except for those Liens (if any) which constitute Permitted Encumbrances and which are, in accordance with the Restated Lease Agreement permitted to have priority equal to or greater than the Liens created pursuant to this Agreement. The Perfection Certificate has been prepared, completed and executed, and the information set forth therein is correct and completetaken.

Perfection. Upon The security interests in the Collateral granted to Collateral Agent for the ratable benefit of the Secured Parties hereunder constitute valid security interests in the Collateral, securing the payment of the Secured Obligations. By virtue of (i) the filing of Financing Statements UCC financing statements (other than fixture filings) naming each Grantor as “debtor”, naming Collateral Agent as “secured party” for the benefit of the Secured Parties and describing the Collateral in the jurisdictions listed filing offices with respect to such Grantor set forth on Schedule 64(h) (to the extent a security interest in such collateral can be perfected by filing a financing statement in each relevant filing office under the provisions of the applicable UCC) and (ii) in the case of the Pledged Shares (other than uncertificated Pledged Shares constituting general intangibles) and Pledged Debt, delivery of such Pledged Shares and Pledged Debt to Collateral Agent, in each case duly endorsed or accompanied by duly executed instruments of assignment or transfer in blank, and (iii) in the case of the Intellectual Property Collateral consisting of Copyright Registrations, the filing of a Patent Security Agreement (if any) and a Trademark Security Agreement (if any) with the United States Patent and Trademark Office, the filing Grant of a Copyright Security Agreement (if any) Interest with the United States Copyright Office, and upon Secured Party's obtaining control of the Investment Property, Deposit Accounts, Electronic Chattel Paper and Letter of Credit Rights of Debtor constituting Collateral in accordance with Section 9-314 of the UCC and the corresponding provisions in Sections 9-104, 9-105, 9-106 and 9-107 (as applicable) of the UCC, and upon Secured Party's or its agents' obtaining possession of the Pledged Shares (or obtaining "control" (as such term is defined in Article or Chapter 8 of the UCC) of the Pledged Shares in one (or more if Secured Party so requests) of the manners prescribed in Section 8-106 of the UCC) and all other Instruments, Chattel Paper and Security Certificates of Debtor the security interest in favor of Secured Party created herein will constitute a valid and perfected Lien upon and security interest in the Collateral (except for (a) vehicles covered by certificates of title, and (b) other Property excluded from the application of Article or Chapter 9 of the UCC by Section 9-109(c) and (d) of the UCC, including, without limitation, fixtures and deposit accounts, and (c) unregistered Intellectual Property in which a security interest cannot be perfected by said method of filing with the United States Patent and Trademark Office and the United States Copyright Office (it each such Grant of Copyright Security Interest being understood that due referred to uncertainty in the law herein as a filing may also be required with the United States Patent and Trademark Office and the United States Copyright Office, which filing cannot be effected prior to registration of such Intellectual Property)“Grant”), subject to no equal or prior Liens except for those Liens (if any) which constitute Permitted Encumbrances and which are, in accordance with the Restated Lease Agreement permitted to have priority equal to or greater than the Liens created each case pursuant to this Agreement. The Perfection Certificate has , the security interests in the Collateral granted to Collateral Agent for the benefit of the Secured Parties constitute perfected First Priority security interests therein and all filings (other than fixture filings) and other actions heretofore necessary or desirable to perfect and protect such security interests have been prepared, completed and executed, and the information set forth therein is correct and completeduly made or taken.

Perfection. The security interests in the Collateral granted to Secured Party for the ratable benefit of the Lenders and Hedge Agreement Counterparties hereunder constitute valid security interests in the Collateral, securing the payment of the Secured Obligations. Upon (i) the filing of Financing Statements UCC financing statements naming each Grantor as "debtor", naming Secured Party as "secured party" and describing the Collateral in the jurisdictions listed filing offices with respect to such Grantor set forth on Schedule 64(i), (ii) in the case of the Securities Collateral consisting of certificated securities or evidenced by instruments, delivery of the certificates representing such certificated securities and delivery of such instruments to Secured Party, in each case duly endorsed or accompanied by duly executed instruments of assignment or transfer in blank, (iii) in the case of the U.S. Intellectual Property Collateral, in addition to the filing of such UCC financing statements, the filing of a Grant of Trademark Security Interest, substantially in the form of Exhibit I, and a Grant of Patent Security Agreement (if any) and a Trademark Security Agreement (if any) with the United States Patent and Trademark OfficeInterest, the filing of a Copyright Security Agreement (if any) with the United States Copyright Office, and upon Secured Party's obtaining control of the Investment Property, Deposit Accounts, Electronic Chattel Paper and Letter of Credit Rights of Debtor constituting Collateral in accordance with Section 9-314 of the UCC and the corresponding provisions in Sections 9-104, 9-105, 9-106 and 9-107 (as applicable) of the UCC, and upon Secured Party's or its agents' obtaining possession of the Pledged Shares (or obtaining "control" (as such term is defined in Article or Chapter 8 of the UCC) of the Pledged Shares in one (or more if Secured Party so requests) of the manners prescribed in Section 8-106 of the UCC) and all other Instruments, Chattel Paper and Security Certificates of Debtor the security interest in favor of Secured Party created herein will constitute a valid and perfected Lien upon and security interest substantially in the Collateral (except for (a) vehicles covered by certificates form of titleExhibit II, and (b) other Property excluded from the application of Article or Chapter 9 of the UCC by Section 9-109(c) and (d) of the UCC, including, without limitation, fixtures and deposit accounts, and (c) unregistered Intellectual Property in which a security interest cannot be perfected by said method of filing with the United States Patent and Trademark Office and the filing of a Grant of Copyright Security Interest, substantially in the form of Exhibit III, with the United States Copyright Office (it each such Grant of Trademark Security Interest, Grant of Patent Security Interest and Grant of Copyright Security Interest being understood that due referred to uncertainty herein as a "GRANT"), and (iv) in the law a filing may also be required with case of Equipment located in the United States Patent and Trademark Office and that is covered by a certificate of title, the filing with the registrar of motor vehicles or other appropriate authority in the applicable jurisdiction of an application requesting the notation of the security interest created hereunder on such certificate of title, the security interests in the Collateral located in the United States Copyright Officegranted to Secured Party for the ratable benefit of the Lenders and any Hedge Agreement Counterparties will constitute perfected security interests therein to the extent perfection may be achieved by the actions described in the foregoing clauses (i) through (iv), which filing cannot be effected prior to registration of such Intellectual Property)), subject to no equal or prior all other Liens (except for those Liens (if any) which constitute Permitted Encumbrances and which areLiens permitted by subsection 7.2A(i), in accordance with (iii), (iv) and (v) of the Restated Lease Agreement permitted to have priority equal to or greater than the Liens created pursuant to this Credit Agreement. The Perfection Certificate has been prepared, completed and executed), and all filings and other actions necessary or desirable to perfect and protect such security interest have been duly made or taken as described in the information set forth therein is correct and completeforegoing clauses (i) through (iii).

Perfection. The security interests in the Collateral granted to Secured Party for the ratable benefit of Lenders and Swap Counterparties hereunder constitute valid security interests in the Collateral, securing the payment of the Secured Obligations to the extent the security interests in such Collateral can be created under Article 9 of the UCC. Upon (i) the filing of Financing Statements UCC financing statements naming each Grantor as “debtor”, naming Secured Party as “secured party” and describing the Collateral in the jurisdictions listed filing offices with respect to such Grantor set forth on Schedule 62 annexed hereto, (ii) in the case of the Securities Collateral consisting of certificated Securities or evidenced by Instruments, in addition to filing of such UCC financing statements, delivery of the certificates representing such certificated Securities and delivery of such Instruments to Secured Party, in each case duly endorsed or accompanied by duly executed instruments of assignment or transfer in blank, (iii) in the case of the Intellectual Property Collateral, in addition to the filing of such UCC financing statements, the recordation of a Grant with the applicable IP Filing Office, (iv) in the case of Equipment that is covered by a certificate of title, the filing with the appropriate authority in the applicable jurisdiction of an application requesting the notation of the security interest created hereunder on such certificate of title, (v) in the case of any Deposit Account and any Investment Property constituting a Security Entitlement, Securities Account, Commodity Contract or Commodity Account, the execution and delivery to Secured Party of an agreement providing for control by Secured Party thereof, the security interests in the Collateral granted to Secured Party for the ratable benefit of Lenders and Swap Counterparties will, to the extent such security interests may be perfected by filing UCC financing statements and, in the case of the Securities Collateral consisting of certificated Securities or evidenced by Instruments, in addition to filing of such UCC financing statements, delivery of the certificates representing such certificated Securities and delivery of such Instruments to Secured Party and, in the case of the Intellectual Property Collateral, in addition to filing of such UCC financing statements, by the filing of a Patent Security Agreement (if any) and a Trademark Security Agreement (if any) Grant with the United States Patent and Trademark applicable IP Filing Office, and, in the filing case of a Copyright Security Agreement (if any) with the United States Copyright Office, and upon Secured Party's obtaining control of the Investment Property, Deposit Accounts, Electronic Chattel Paper Securities Accounts and Letter Commodity Accounts, the delivery of Credit Rights of Debtor constituting Collateral in accordance with Section 9-314 of the UCC an executed control agreement, constitute perfected security interests therein prior to all other Liens (except for Permitted Encumbrances and the corresponding provisions in Sections 9-104, 9-105, 9-106 and 9-107 (as applicableLiens permitted by subsection 7.2A(ii) of the UCCCredit Agreement), and upon Secured Party's all filings and other actions necessary or its agents' obtaining possession of desirable to perfect and protect such security interests have been, or promptly after the Pledged Shares (Closing Date will be, duly made or obtaining "control" (as such term is defined in Article or Chapter 8 of the UCC) of the Pledged Shares in one (or more if Secured Party so requests) of the manners prescribed in Section 8-106 of the UCC) and all other Instruments, Chattel Paper and Security Certificates of Debtor the security interest in favor of Secured Party created herein will constitute a valid and perfected Lien upon and security interest in the Collateral (except for (a) vehicles covered by certificates of title, and (b) other Property excluded from the application of Article or Chapter 9 of the UCC by Section 9-109(c) and (d) of the UCC, including, without limitation, fixtures and deposit accounts, and (c) unregistered Intellectual Property in which a security interest cannot be perfected by said method of filing with the United States Patent and Trademark Office and the United States Copyright Office (it being understood that due to uncertainty in the law a filing may also be required with the United States Patent and Trademark Office and the United States Copyright Office, which filing cannot be effected prior to registration of such Intellectual Property)), subject to no equal or prior Liens except for those Liens (if any) which constitute Permitted Encumbrances and which are, in accordance with the Restated Lease Agreement permitted to have priority equal to or greater than the Liens created pursuant to this Agreement. The Perfection Certificate has been prepared, completed and executed, and the information set forth therein is correct and completetaken.

Perfection. The security interests in the Collateral granted to Secured Party for the ratable benefit of the Lenders hereunder constitute valid security interests in the Collateral, securing the payment of the Secured Obligations. Upon (i) in the case of Collateral with respect to which perfection requires the filing of Financing Statements UCC financing statements, the filing and proper indexing of UCC financing statements naming each Grantor as "debtor", naming Secured Party as "secured party" and describing the Collateral in the jurisdictions listed filing offices with respect to such Grantor set forth on Schedule 64(i), (ii) in the case of the Securities Collateral consisting of certificated securities or evidenced by instruments, delivery of the certificates representing such certificated securities and delivery of such instruments to Secured Party, in each case duly endorsed or accompanied by duly executed instruments of assignment or transfer in blank, (iii) in the case of the Intellectual Property Collateral, in addition to the filing of such UCC financing statements, the filing of a Grant of Trademark Security Interest, substantially in the form of Exhibit I, and a Grant of Patent Security Agreement (if any) and a Trademark Security Agreement (if any) with the United States Patent and Trademark OfficeInterest, the filing of a Copyright Security Agreement (if any) with the United States Copyright Office, and upon Secured Party's obtaining control of the Investment Property, Deposit Accounts, Electronic Chattel Paper and Letter of Credit Rights of Debtor constituting Collateral in accordance with Section 9-314 of the UCC and the corresponding provisions in Sections 9-104, 9-105, 9-106 and 9-107 (as applicable) of the UCC, and upon Secured Party's or its agents' obtaining possession of the Pledged Shares (or obtaining "control" (as such term is defined in Article or Chapter 8 of the UCC) of the Pledged Shares in one (or more if Secured Party so requests) of the manners prescribed in Section 8-106 of the UCC) and all other Instruments, Chattel Paper and Security Certificates of Debtor the security interest in favor of Secured Party created herein will constitute a valid and perfected Lien upon and security interest substantially in the Collateral (except for (a) vehicles covered by certificates form of titleExhibit II, and (b) other Property excluded from the application of Article or Chapter 9 of the UCC by Section 9-109(c) and (d) of the UCC, including, without limitation, fixtures and deposit accounts, and (c) unregistered Intellectual Property in which a security interest cannot be perfected by said method of filing with the United States Patent and Trademark Office and the filing of a Grant of Copyright Security Interest, substantially in the form of Exhibit III, with the United States Copyright Office (it each such Grant of Trademark Security Interest, Grant of Patent Security Interest and Grant of Copyright Security Interest being understood that due referred to uncertainty herein as a "GRANT"), and (iv) in the law case of Equipment that is covered by a certificate of title, the filing may also be required with the United States Patent and Trademark Office and registrar of motor vehicles or other appropriate authority in the United States Copyright Officeapplicable jurisdiction of an application requesting the notation of the security interest created hereunder on such certificate of title, which filing cannot be effected the security interests in the Collateral granted to Secured Party for the ratable benefit of the Lenders will constitute perfected security interests therein prior to registration of such Intellectual Property)), subject to no equal or prior all other Liens (except for those Liens (if any) which constitute Permitted Encumbrances and which are, in accordance with not intended to be junior to the Restated Lease Agreement permitted to have priority equal to or greater than the Liens Lien created pursuant to by this Agreement. The Perfection Certificate has been prepared, completed and executed), and the information set forth therein is correct all filings and completeother actions necessary or desirable to perfect and protect such security interest have been duly made or taken.

Perfection. The security interests in the Collateral granted to Secured Party hereunder constitute valid security interests in the Collateral, securing the payment of the Secured Obligations. Upon (i) the filing of Financing Statements UCC financing statements naming Grantor as “debtor”, naming Secured Party as “secured party” and describing the Collateral in the jurisdictions listed filing offices set forth on Schedule 64(i), (ii) in the case of the Securities Collateral consisting of certificated securities or evidenced by instruments, delivery of the certificates representing such certificated securities and delivery of such instruments to Secured Party, in each case duly endorsed or accompanied by duly executed instruments of assignment or transfer in blank, (iii) in the case of the Intellectual Property Collateral, in addition to the filing of such UCC financing statements, the filing of a Grant of Trademark Security Interest, substantially in the form of Exhibit I, and a Grant of Patent Security Agreement (if any) and a Trademark Security Agreement (if any) with the United States Patent and Trademark OfficeInterest, the filing of a Copyright Security Agreement (if any) with the United States Copyright Office, and upon Secured Party's obtaining control of the Investment Property, Deposit Accounts, Electronic Chattel Paper and Letter of Credit Rights of Debtor constituting Collateral in accordance with Section 9-314 of the UCC and the corresponding provisions in Sections 9-104, 9-105, 9-106 and 9-107 (as applicable) of the UCC, and upon Secured Party's or its agents' obtaining possession of the Pledged Shares (or obtaining "control" (as such term is defined in Article or Chapter 8 of the UCC) of the Pledged Shares in one (or more if Secured Party so requests) of the manners prescribed in Section 8-106 of the UCC) and all other Instruments, Chattel Paper and Security Certificates of Debtor the security interest in favor of Secured Party created herein will constitute a valid and perfected Lien upon and security interest substantially in the Collateral (except for (a) vehicles covered by certificates form of titleExhibit II, and (b) other Property excluded from the application of Article or Chapter 9 of the UCC by Section 9-109(c) and (d) of the UCC, including, without limitation, fixtures and deposit accounts, and (c) unregistered Intellectual Property in which a security interest cannot be perfected by said method of filing with the United States Patent and Trademark Office and the filing of a Grant of Copyright Security Interest, substantially in the form of Exhibit III, with the United States Copyright Office (it each such Grant of Trademark Security Interest, Grant of Patent Security Interest and Grant of Copyright Security Interest being understood that due referred to uncertainty herein as a “Grant”), and (iv) in the law case of Equipment that is covered by a certificate of title, the filing may also be required with the United States Patent and Trademark Office and registrar of motor vehicles or other appropriate authority in the United States Copyright Officeapplicable jurisdiction of an application requesting the notation of the security interest created hereunder on such certificate of title, which filing cannot be effected the security interests in the Collateral granted to Secured Party will constitute perfected security interests therein prior to registration of such Intellectual Property)), subject to no equal or prior Liens except for those Liens (if any) which constitute Permitted Encumbrances and which are, in accordance with the Restated Lease Agreement permitted to have priority equal to or greater than the Liens created pursuant to this Agreement. The Perfection Certificate has been prepared, completed and executedall other Security, and the information set forth therein is correct all filings and completeother actions necessary or desirable to perfect and protect such security interest have been duly made or taken.

Perfection. The security interests in the Collateral granted to Secured Party for the benefit of Lenders and Hedge Agreement Counterparties hereunder constitute valid security interests in the Collateral (subject to Liens expressly permitted by the Credit Agreement), securing the payment of the Secured Obligations. Upon (i) the filing of Financing Statements UCC financing statements naming each Grantor as “debtor”, naming Secured Party as “secured party” and describing the Collateral in the jurisdictions listed filing offices with respect to such Grantor set forth on Schedule 62 annexed hereto, (ii) subject to the provisions of the Intercreditor Agreement, in the case of the Securities Collateral consisting of certificated securities or evidenced by Instruments, in addition to filing of such UCC financing statements, delivery of the certificates representing such certificated Securities and delivery of such Instruments to Secured Party (and in the case of Securities Collateral issued by a foreign issuer, any actions required under foreign law to perfect a security interest in such Securities Collateral) in each case duly endorsed or accompanied by duly executed instruments of assignment or transfer in blank, (iii) in the case of the Intellectual Property Collateral, in addition to the filing of such UCC financing statements, the recordation of a Grant with the applicable IP Filing Office, (iv) in the case of Equipment that is covered by a certificate of title, the filing with the registrar of motor vehicles or other appropriate authority in the applicable jurisdiction of an application requesting the notation of the security interest created hereunder on such certificate of title, (v) upon consent of the issuer with respect to Letter-of-Credit Rights and (vi) subject to the provisions of the Intercreditor Agreement and subsection 6.11 of the Credit Agreement, in the case of any Deposit Account and any Investment Property constituting a Patent Security Entitlement, Securities Account, Commodity Contract or Commodity Account, the execution and delivery to Secured Party of an agreement providing for control by Secured Party thereof, the security interests in such Collateral of the types described in clauses (i) through (vi) above granted to Secured Party herein for the benefit of Lenders and Hedge Agreement Counterparties will constitute perfected security interests therein (if anyexcept to the extent that recordation of the Lien is required under the laws of any foreign country or any subdivisions thereof with respect to the Copyrights, Trademarks and Patents) prior to all other Liens (except for Permitted Encumbrances and a Trademark Security Liens permitted by subsection 7.2A(ii) of the Credit Agreement (if any) with and the rights of the United States Patent government with respect to United States government receivables), and Trademark Officeall filings and other actions necessary or desirable to perfect and protect such security interests have been, or promptly after the filing Closing Date will be, duly made or taken (except to the extent that recordation of the Lien is required under the laws of any foreign country or any subdivisions thereof with respect to the Copyrights, Trademarks and Patents); provided that (x) in no event shall Grantor be required to take action with respect to chattel paper with a Copyright value of $200,000 or less, Letter-of-Credit Rights with a value of $200,000 or less, Securities with a value of $500,000 or less, Commercial Torts with claims with a value of $500,000 or less, or Deposit and Securities Accounts in which the deposits do not exceed $250,000, and (y) Grantors shall only be required to register the Intellectual Property Collateral on a basis consistent with their current and historical business practice; provided further (aa) that in the event any of the Grantors shall decide to deviate from such current and historical business practice in connection with this matter, such Grantor shall obtain prior written consent of Administrative Agent, which consent shall not be unreasonably withheld, and (bb) notwithstanding any provision herein to the contrary, in no event shall Grantor be required to deliver, endorse or assign to Secured Party any Collateral delivered to the First Lien Administrative Agent and held pursuant to the provisions of the First Lien Security Agreement and the Intercreditor Agreement (if any) with provided that in such cases, any Collateral shall be deemed to be delivered to the United States Copyright Office, and upon First Lien Administrative Agent for the benefit of the Secured Party's obtaining control of , to be held by the Investment Property, Deposit Accounts, Electronic Chattel Paper and Letter of Credit Rights of Debtor constituting Collateral First Lien Administrative Agent in accordance with Section 9-314 of the UCC and the corresponding provisions in Sections 9-104, 9-105, 9-106 and 9-107 (as applicable) of the UCC, and upon Secured Party's or its agents' obtaining possession of the Pledged Shares (or obtaining "control" (as such term is defined in Article or Chapter 8 of the UCC) of the Pledged Shares in one (or more if Secured Party so requests) of the manners prescribed in Section 8-106 of the UCC) and all other Instruments, Chattel Paper and Security Certificates of Debtor the security interest in favor of Secured Party created herein will constitute a valid and perfected Lien upon and security interest in the Collateral (except for (a) vehicles covered by certificates of title, and (b) other Property excluded from the application of Article or Chapter 9 of the UCC by Section 9-109(c) and (d) of the UCC, including, without limitation, fixtures and deposit accounts, and (c) unregistered Intellectual Property in which a security interest cannot be perfected by said method of filing with the United States Patent and Trademark Office and the United States Copyright Office (it being understood that due to uncertainty in the law a filing may also be required with the United States Patent and Trademark Office and the United States Copyright Office, which filing cannot be effected prior to registration of such Intellectual PropertyIntercreditor Agreement)), subject to no equal or prior Liens except for those Liens (if any) which constitute Permitted Encumbrances and which are, in accordance with the Restated Lease Agreement permitted to have priority equal to or greater than the Liens created pursuant to this Agreement. The Perfection Certificate has been prepared, completed and executed, and the information set forth therein is correct and complete.