Common use of Security Agreement Clause in Contracts

Security Agreement. On the Closing Date, each Credit Party shall have executed and delivered to the Collateral Agent the Security Agreement substantially in the form of Exhibit G (as may be amended, amended and restated, modified, supplemented, extended or renewed from time to time, the “Security Agreement”) covering all of such Credit Party’s present and future Collateral referred to therein, and shall have delivered to the Collateral Agent: (i) proper financing statements (Form UCC-1 or the equivalent) authorized for filing under the UCC and filings with the United States Patent and Trademark Office and United States Copyright Office, if applicable, or other appropriate filing offices of each U.S. national or state jurisdiction as may be required to perfect the security interests purported to be created by the Security Agreement (except to the extent expressly not required by the Security Agreement); (ii) all of the Pledged Collateral, if any, referred to in the Security Agreement and then owned by such Credit Party together with executed and undated endorsements for transfer in the case of Pledged Collateral constituting certificated securities and all other documents and instruments required to perfect the security interest of the Collateral Agent in the Collateral (except to the extent expressly not required by the Security Agreement); (iii) certified copies of a recent date of requests for information or copies (Form UCC-1), or equivalent reports as of a recent date, listing all effective financing statements that name Borrower or any other Credit Party as debtor and that are filed in their respective jurisdictions of organization; and (iv) an executed Perfection Certificate; provided that to the extent any lien search or, if applicable, insurance certificate or endorsement, or any security interest in any Collateral is not able to be provided and/or perfected on the Closing Date other than (x) Collateral constituting assets pursuant to which a security interest can be perfected by the filing of a financing statement under the UCC or (y) Collateral constituting certificated Equity Interests of Borrower and each of its material Domestic Wholly-Owned Subsidiaries to which a security interest can be perfected by the delivery of such certificates (to the extent required under the Credit Documents) (provided that, with respect to the Target on the Closing Date, the foregoing shall only apply to the extent such certificated Equity Interests are received from the Target after the Credit Parties’ use of commercially reasonable efforts and any such certificates not delivered on the Closing Date shall be delivered thereafter pursuant to Section 9.13), in each case, after the Credit Parties’ use of commercially reasonable efforts to do so without undue burden or expense, then the provision and/or delivery of any lien search or, if applicable, insurance certificate or endorsement, and/or the provision and/or perfection of a security interest in such Collateral (or related closing deliverables), as applicable, shall not be required as a condition to the Closing Date (and the provisions of this Section 6.09 shall be deemed to have been satisfied) but instead shall be required to be provided and/or perfected within 90 days after the Closing Date (or such later date as mutually agreed by the Administrative Agent and Borrower acting reasonably) pursuant to Section 9.13.

Security Agreement. On As security and collateral for the Closing Datedue and punctual payment and performance by the Obligors of their respective joint and several obligations described in Section 3 below, each Credit Party shall have executed of the Pledgors hereby assigns, transfers, and delivered pledges to the Collateral Agent Security Trustee, and grants to the Security Agreement substantially Trustee for the benefit of the Beneficiaries, a lien on and security interest in and to such Pledgor’s right, title and interest in and to the following (collectively, the “Pledged Collateral”): (a) such Pledgor’s partnership interest in the form of Exhibit G (as may be amended, amended Partnership owned by such Pledgor at any time and restated, modified, supplemented, extended or renewed from time to timetime (each, a “Partnership Interest” and collectively, the “Security AgreementPartnership Interests”) covering and any certificates, instruments or other documents representing each such Partnership Interest, all dividends, distributions, cash, securities, instruments and other property from time to time paid, payable or otherwise distributed in respect of or in exchange for all or any part of each such Partnership Interest and all proceeds thereof; and (b) all partnership interests (general or limited) or securities convertible into or exchangeable for such interests issued by the Partnership, or any successor thereto, from time to time and acquired by such Pledgor in substitution for or in addition to any of the foregoing, all certificates and instruments representing such interests or securities, and all dividends, distributions, cash, securities, instruments and other property from time to time paid, payable or otherwise distributed in respect of or in exchange for any or all of such Credit Party’s present interests or securities and future Collateral referred all proceeds thereof; provided, that, notwithstanding the foregoing, in no event shall the Pledgor be required to therein, and shall have delivered pledge any Excluded Charged Assets to the Collateral AgentSecurity Trustee under this Pledge Agreement to secure the Designated Secured Obligations. For the avoidance of doubt: (i) proper financing statements (Form UCC-1 or all Pledged Collateral that does not constitute Excluded Charged Assets remains pledged pursuant to this Pledge Agreement to secure all Secured Obligations, including without limitation the equivalent) authorized for filing under the UCC and filings with the United States Patent and Trademark Office and United States Copyright Office, if applicable, or other appropriate filing offices of each U.S. national or state jurisdiction as may be required to perfect the security interests purported to be created by the Security Agreement (except to the extent expressly not required by the Security Agreement);Designated Secured Obligations; and (ii) all such Excluded Charged Assets remain pledged under this Section 2 to secure any Secured Obligations that are not Designated Secured Obligations pursuant to this Pledge Agreement. In the event that Rule 3-16 is amended, modified or interpreted by the SEC to require (or is replaced with another rule or regulation, or any other law, rule or regulation is adopted, which would require) the filing with the SEC (or any other United States federal or state governmental agency) of separate financial statements of any such Subsidiary due to the fact that such Subsidiary’s Ownership Interests or other securities secure any Designated Secured Obligations, then such Ownership Interests or other securities (as applicable) of such Subsidiary shall automatically be deemed to be Excluded Charged Assets for such Designated Secured Obligations but (i) only to the extent necessary to not be subject to any such financial statement requirement, (ii) only for so long as such financial statement requirement would otherwise have been applicable to such Subsidiary, and (iii) only if no member of the Pledged CollateralGroup files or is otherwise required to file separate financial statements of such Subsidiary with the SEC or such other governmental agency under a separate rule or regulation. If the circumstances described in this paragraph apply, if anythis Pledge Agreement may be amended or modified, without the consent of any Senior Finance Party, to the extent necessary to release the pledge (but only to the extent securing such Designated Secured Obligations and without prejudice to the pledge securing the Secured Obligations referred to in clause (ii) of the preceding paragraph) in favor of the Security Agreement and then owned Trustee on the relevant Ownership Interests and/or other securities that are so deemed to constitute Excluded Charged Assets. In the event that Rule 3-16 is amended, modified or interpreted by the SEC to permit (or is replaced with another rule or regulation, or any other law, rule or regulation is adopted, which would permit) such Credit Party together with executed and undated endorsements for transfer Subsidiary’s Ownership Interests and/or other securities to secure any Designated Secured Obligations in the case of Pledged Collateral constituting certificated securities and all other documents and instruments required to perfect the security interest excess of the Collateral Agent in amount then pledged without the Collateral filing with the SEC (except or any other United States federal or state governmental agency) of separate financial statements of such Subsidiary, then the Ownership Interests or other securities (as applicable) of such Subsidiary will automatically be deemed not to be Excluded Charged Assets for such Designated Secured Obligations, but limited to the extent expressly necessary to not required by be subject to any such financial statement requirement. If the Security Agreement); (iii) certified copies circumstances described in this paragraph apply, this Pledge Agreement may be amended or modified, without the consent of a recent date of requests for information or copies (Form UCC-1)any Senior Finance Party, or equivalent reports as of a recent date, listing all effective financing statements that name Borrower or any other Credit Party as debtor and that are filed in their respective jurisdictions of organization; and (iv) an executed Perfection Certificate; provided that to the extent any lien search or, if applicable, insurance certificate necessary to pledge in favor of the Security Trustee such additional Ownership Interests or endorsement, or any security interest in any Collateral is not able to be provided and/or perfected on the Closing Date other than (x) Collateral constituting assets pursuant to which a security interest can be perfected by the filing of a financing statement under the UCC or (y) Collateral constituting certificated Equity Interests of Borrower and each of its material Domestic Wholly-Owned Subsidiaries to which a security interest can be perfected by the delivery of such certificates (to the extent required under the Credit Documents) (provided that, with respect to the Target on the Closing Date, the foregoing shall only apply to the extent such certificated Equity Interests are received from the Target after the Credit Parties’ use of commercially reasonable efforts and any such certificates not delivered on the Closing Date shall be delivered thereafter pursuant to Section 9.13), in each case, after the Credit Parties’ use of commercially reasonable efforts to do so without undue burden or expense, then the provision and/or delivery of any lien search or, if applicable, insurance certificate or endorsement, and/or the provision and/or perfection of a security interest in such Collateral (or related closing deliverables), as applicable, shall not be required as a condition to the Closing Date (and the provisions of this Section 6.09 shall be securities that were deemed to have been satisfied) but instead shall be required to be provided and/or perfected within 90 days after the Closing Date (or such later date as mutually agreed by the Administrative Agent and Borrower acting reasonably) pursuant to Section 9.13constitute Excluded Charged Assets.

Security Agreement. On the Closing Date, each Credit Party shall have executed and delivered to the Collateral Agent the Term Loan Security Agreement substantially in the form of Exhibit G (as may be amended, amended and restated, modified, supplemented, extended or renewed from time to time, the “Security Agreement”) covering all of such Credit Party’s present and future Collateral referred to therein, and shall have delivered to the Collateral Agent: (i) proper financing statements (Form UCC-1 or the equivalent) authorized for filing under the UCC and filings with the United States Patent and Trademark Office and United States Copyright Office, if applicable, or other appropriate filing offices of each U.S. national or state jurisdiction as may be required to perfect the security interests purported to be created by the Security Agreement (except to the extent expressly not required by the Security Agreement); (ii) all of the Pledged Collateral, if any, referred to in the Security Agreement and then owned by such Credit Party together with executed and undated endorsements for transfer in the case of Pledged Collateral constituting certificated securities and all other documents and instruments required to perfect the security interest of the Collateral Agent in the Collateral (except to the extent expressly not required by the Security Agreement); (iii) certified copies of a recent date of requests for information or copies (Form UCC-1), or equivalent reports as of a recent date, listing all effective financing statements that name Borrower or any other Credit Party as debtor and that are filed in their respective jurisdictions of organizationorganizations; and (iv) an executed Perfection Certificate; provided that to the extent any lien search or, if applicable, insurance certificate or endorsement, or any security interest in any Collateral is not able to be provided and/or perfected on the Closing Date other than (x) Collateral constituting assets pursuant to which a security interest can be perfected after the use by the filing of a financing statement under the UCC or (y) Collateral constituting certificated Equity Interests of Borrower and each of its material Domestic Wholly-Owned Subsidiaries to which a security interest can be perfected by the delivery of such certificates (to the extent required under the Credit Documents) (provided that, with respect to the Target on the Closing Date, the foregoing shall only apply to the extent such certificated Equity Interests are received from the Target after the Credit Parties’ use Parties of commercially reasonable efforts and any such certificates not delivered on the Closing Date shall be delivered thereafter pursuant to Section 9.13), in each case, after the Credit Parties’ use of commercially reasonable efforts to do so without undue burden or expense, then the provision and/or delivery of any lien search or, if applicable, insurance certificate or endorsement, and/or the provision and/or perfection of a security interest in such Collateral (or related closing deliverables), as applicable, shall not be required as a condition to the Closing Date (and the provisions of this Section 6.09 shall be deemed to have been satisfied) but instead satisfied and the Credit Parties shall be required to be provided and/or perfected within 90 days after the Closing Date (provide or perfect, as applicable, such lien searches, insurance certificates or endorsements, or such later date as mutually agreed Collateral in accordance with the provisions set forth in Section 9.13 if, and only if, each Credit Party shall have executed and delivered the Security Agreement and the Collateral Agent shall have a perfected security interest in all Collateral of the type for which perfection may be accomplished by filing a UCC financing statement or possession of certificated securities of each of Holdings’ material Wholly-Owned Domestic Subsidiaries (to the extent required by the Administrative Agent Security Agreement) that, in the case of any such certificated securities with respect to any Equity Interests of the Target and Borrower acting reasonably) pursuant to Section 9.13its Subsidiaries, have been received from the Target.

Security Agreement. On the Closing Date, each Credit Party shall have executed and delivered to the Collateral Agent the Security Agreement substantially in the form of Exhibit G (as may be amended, amended and restated, modified, supplemented, extended or renewed from time to time, the “Security Agreement”) covering all of such Credit Party’s present and future Collateral referred to therein, and shall have delivered to the Collateral Agent: (i) proper financing statements (Form UCC-1 or the equivalent) authorized for filing under the UCC and filings with the United States Patent and Trademark Office and United States Copyright Office, if applicable, Office or other appropriate filing offices of each U.S. national or state jurisdiction as may be required necessary to perfect the security interests purported to be created by the Security Agreement (except to the extent expressly not required by the Security Agreement); (ii) all of the Pledged Collateral, if any, referred to in the Security Agreement and then owned by such Credit Party together with executed and undated endorsements for transfer in the case of Pledged Collateral constituting certificated securities and all other documents and instruments required to perfect the security interest of the Collateral Agent in the Collateral (except Collateral; provided that to the extent expressly any Pledged Collateral constituting certificated securities pledged to, and under the control of the Collateral Agent (as defined in the Existing Credit Agreement) pursuant to the Existing Credit Agreement, cannot be perfected on the Closing Date after the use by Holdings, the Borrower and the Subsidiary Guarantors of commercially reasonable efforts without undue burden or expense, the provisions of this Section 6.09 shall be deemed to have been satisfied and the Credit Parties shall be required by to provide such Collateral in accordance with the Security Agreement)provisions set forth in Section 9.13; (iii) certified copies of a recent date of requests for information or copies (Form UCC-1), or equivalent reports as of a recent date, listing all effective financing statements that name the Borrower or any other Credit Party as debtor and that are filed in their respective the jurisdictions referred to in the Perfection Certificate, together with copies of organizationsuch financing statements in each case to the extent requested by the Administrative Agent no later than five (5) Business Days prior to the Closing Date; and (iv) an executed Perfection Certificate; provided that to the extent any lien search or, if applicable, insurance certificate or endorsement, or any security interest in any Collateral is not able to be provided and/or perfected on the Closing Date other than (x) Collateral constituting assets pursuant to which a security interest can be perfected by the filing of a financing statement under the UCC or (y) Collateral constituting certificated Equity Interests of Borrower and each of its material Domestic Wholly-Owned Subsidiaries to which a security interest can be perfected by the delivery of such certificates (to the extent required under the Credit Documents) (provided that, with respect to the Target on the Closing Date, the foregoing shall only apply to the extent such certificated Equity Interests are received from the Target after the Credit Parties’ use of commercially reasonable efforts and any such certificates not delivered on the Closing Date shall be delivered thereafter pursuant to Section 9.13), in each case, after the Credit Parties’ use of commercially reasonable efforts to do so without undue burden or expense, then the provision and/or delivery of any lien search or, if applicable, insurance certificate or endorsement, and/or the provision and/or perfection of a security interest in such Collateral (or related closing deliverables), as applicable, shall not be required as a condition to the Closing Date (and the provisions of this Section 6.09 shall be deemed to have been satisfied) but instead shall be required to be provided and/or perfected within 90 days after the Closing Date (or such later date as mutually agreed by the Administrative Agent and Borrower acting reasonably) pursuant to Section 9.13.

Security Agreement. On The Administrative Agent shall have received executed counterparts of the Closing Security Agreement, dated as of the Restatement Effective Date, duly executed, authorized or delivered by each Credit Party Obligor, as applicable, together with (a) certificates (in the case of Capital Securities that are securities (as defined in the UCC)) evidencing all of the issued and outstanding Capital Securities owned by each Obligor in its U.S. Subsidiaries and, subject to Section 7.1.11, 65% of the issued and outstanding Voting Securities (to the extent certificated and permitted by applicable law to be removed from any particular jurisdiction) of each Foreign Subsidiary (together with all the issued and outstanding non-voting Capital Securities (to the extent certificated and permitted by applicable law to be removed from any particular jurisdiction) of such Foreign Subsidiary) directly owned by each Obligor, which certificates in each case shall have be accompanied by undated instruments of transfer duly executed in blank, or, if any Capital Securities (in the case of Capital Securities that are uncertificated securities (as defined in the UCC)), confirmation and delivered evidence reasonably satisfactory to the Lead Arrangers that the security interest therein has been transferred to and perfected by the Collateral Agent for the Security Agreement substantially benefit of the Secured Parties in accordance with Articles 8 and 9 of the UCC and all U.S. laws otherwise applicable to the perfection of the pledge of such Capital Securities; (b) Filing Statements suitable in form and naming each Obligor as a debtor and the Collateral Agent as the secured party, or other similar instruments or documents to be filed under the UCC of Exhibit G (all jurisdictions as may be amendednecessary or, amended and restatedin the opinion of the Lead Arrangers, modified, supplemented, extended or renewed from time to time, the “Security Agreement”) covering all of such Credit Party’s present and future Collateral referred to therein, and shall have delivered to the Collateral Agent: (i) proper financing statements (Form UCC-1 or the equivalent) authorized for filing under the UCC and filings with the United States Patent and Trademark Office and United States Copyright Office, if applicable, or other appropriate filing offices of each U.S. national or state jurisdiction as may be required desirable to perfect the security interests purported of the Collateral Agent pursuant to be created by the Security Agreement (except to the extent expressly not required by the Security Agreement); (iic) all of the Pledged CollateralUCC Form UCC-3 termination statements, if any, referred necessary to release all Liens and other rights of any Person in the Security Agreement and then owned any collateral described in any security agreement previously granted by such Credit Party any Person, together with executed and undated endorsements for transfer in such other UCC Form UCC-3 termination statements as the case of Pledged Collateral constituting certificated securities and all other documents and instruments required to perfect the security interest of the Collateral Agent in the Collateral (except to the extent expressly not required by the Security Agreement);Lead Arrangers may reasonably request from such Obligors; and (iiid) certified copies of a recent date of requests UCC Requests for information Information or copies Copies (Form UCC-1UCC-11), or equivalent reports as of a recent datesimilar search report certified by a party reasonably acceptable to the Lead Arrangers, dated a date reasonably near to the Closing Date, listing all effective financing statements that which name Borrower or any other Credit Party Obligor (under its present legal name) as debtor and that are filed in their respective jurisdictions the debtor, together with copies of organization; and such financing statements (iv) an executed Perfection Certificate; provided that to the extent none of which shall evidence a Lien on any lien search or, if applicable, insurance certificate or endorsement, or any security interest collateral described in any Collateral is not able to be provided and/or perfected on the Closing Date Loan Document, other than (x) Collateral constituting assets pursuant to which a security interest can be perfected by the filing of a financing statement under the UCC or (y) Collateral constituting certificated Equity Interests of Borrower and each of its material Domestic Wholly-Owned Subsidiaries to which a security interest can be perfected by the delivery of such certificates (to the extent required under the Credit Documents) (provided that, with respect to the Target on the Closing Date, the foregoing shall only apply to the extent such certificated Equity Interests are received from the Target after the Credit Parties’ use of commercially reasonable efforts and any such certificates not delivered on the Closing Date shall be delivered thereafter pursuant to Section 9.13Permitted Lien), in each case, after the Credit Parties’ use of commercially reasonable efforts to do so without undue burden or expense, then the provision and/or delivery of any lien search or, if applicable, insurance certificate or endorsement, and/or the provision and/or perfection of a security interest in such Collateral (or related closing deliverables), as applicable, shall not be required as a condition to the Closing Date (and the provisions of this Section 6.09 shall be deemed to have been satisfied) but instead shall be required to be provided and/or perfected within 90 days after the Closing Date (or such later date as mutually agreed by the Administrative Agent and Borrower acting reasonably) pursuant to Section 9.13.

Security Agreement. On the Closing Date, each Credit Party shall have executed and delivered to the Collateral Agent the Security Agreement substantially in the form of Exhibit G (as may be amended, amended and restated, modified, supplemented, extended or renewed from time to time, the “Security Agreement”) covering all of such Credit Party’s present and future Collateral referred to therein, and shall have delivered to the Collateral Agent: (i) proper financing statements (Form UCC-1 or the equivalent) authorized for filing under the UCC and filings with the United States Patent and Trademark Office and United States Copyright Office, if applicable, Office or other appropriate filing offices of each U.S. national or state jurisdiction as may be required necessary to perfect the security interests purported to be created by the Security Agreement (except to the extent expressly not required by the Security Agreement); (ii) all of the Pledged Collateral, if any, referred to in the Security Agreement and then owned by such Credit Party together with executed and undated endorsements for transfer in the case of Pledged Collateral constituting certificated securities and all other documents and instruments required to perfect the security interest of the Collateral Agent in the Collateral (except to the extent expressly not required by the Security Agreement)securities; (iii) certified copies of a recent date of requests for information or copies (Form UCC-1), or equivalent reports as of a recent date, listing all effective financing statements that name Borrower the Borrowers or any other Credit Party as debtor and that are filed in their respective the jurisdictions referred to in the Perfection Certificate, together with copies of organizationsuch financing statements; and (iv) an executed Perfection Certificate; provided that to the extent any lien search or, if applicable, insurance certificate or endorsement, or any security interest in any Collateral is not able to be provided and/or perfected on the Closing Date other than (x) Collateral constituting assets pursuant to which a security interest can be perfected after the use by the filing of a financing statement under the UCC or (y) Collateral constituting certificated Equity Interests of Borrower and each of its material Domestic Wholly-Owned Subsidiaries to which a security interest can be perfected by the delivery of such certificates (to the extent required under the Credit Documents) (provided that, with respect to the Target on the Closing DateHoldings, the foregoing shall only apply to Borrowers and the extent such certificated Equity Interests are received from the Target after the Credit Parties’ use Subsidiary Guarantors of commercially reasonable efforts and any such certificates not delivered on the Closing Date shall be delivered thereafter pursuant to Section 9.13), in each case, after the Credit Parties’ use of commercially reasonable efforts to do so without undue burden or expense, then the provision and/or delivery of any lien search or, if applicable, insurance certificate or endorsement, and/or the provision and/or perfection of a security interest in such Collateral (or related closing deliverables), as applicable, shall not be required as a condition to the Closing Date (and the provisions of this Section 6.09 shall be deemed to have been satisfied) but instead satisfied and the Credit Parties shall be required to provide such Collateral in accordance with the provisions set forth in Section 9.13 if, and only if, each Credit Party shall have executed and delivered the Security Agreement and the Collateral Agent shall have a perfected security interest in all Collateral of the type for which perfection may be provided and/or perfected within 90 days after accomplished by filing a UCC financing statement or possession of certificated securities of Wholly-Owned Domestic Subsidiaries (to the extent required by the Security Agreement) that, in the case of any such certificated securities with respect to any Equity Interests of the HTA Targets or their respective Subsidiaries, have been received from the Sellers (as defined in the Acquisition Agreement) or the agent in respect of any Indebtedness of the HTA Targets or their respective Subsidiaries that is subject to the Closing Date Refinancing, it being understood that the requirements of Section 6.09(ii) shall not apply to any certificated securities that were previously delivered to Bank of America, in its capacity as the agent in respect of Indebtedness of Lead Borrower and its Subsidiaries (or such later date as mutually agreed by prior to giving effect to the Administrative Agent and Borrower acting reasonablyAcquisition) pursuant that is subject to Section 9.13the Closing Date Refinancing.

Security Agreement. On the Closing Effective Date, (a) each Dutch Credit Party shall have duly authorized, executed and delivered to the Collateral Agent the Dutch Security Agreement substantially Agreements in the form of Exhibit G I-1, I-2 and I-3 and (as may be amendedb) each U.S. Credit Party and each Dutch Credit Party shall have duly authorized, amended executed and restateddelivered the U.S. Security Agreement in the form of Exhibit I-4, modified, supplemented, extended or renewed from time to time, the “Security Agreement”) in each case covering all of such each applicable Credit Party’s present and future Collateral referred to thereinSecurity Agreement Collateral, and shall have delivered to the Collateral Agenttogether with: (ia) proper financing statements (Form UCC-1 or the equivalent) authorized for filing under the UCC and filings with the United States Patent and Trademark Office and United States Copyright Office, if applicable, or other appropriate filing offices of each U.S. national or state jurisdiction as may be required necessary or, in the reasonable opinion of the Collateral Agent, desirable, to perfect the security interests purported to be created by the each Security Agreement Agreement; (except b) delivery of all promissory notes and stock certificates required to be delivered to the extent expressly not required Collateral Agent pursuant to each Security Agreement, together with undated instruments of transfer with respect thereto endorsed in blank; (c) delivery of (A) the results of a recent search, by a Person reasonably satisfactory to the Collateral Agent, of all effective UCC financing statements (or equivalent filings) made with respect to any personal or mixed property the creation of security interests in which is governed by the Security AgreementUCC (or foreign equivalent) of any Credit Party in the jurisdiction of formation of each such entity and the location (state and county) where such entities maintain their chief executive offices, together with copies of all such filings disclosed by such search, and (B) UCC security termination statements (or similar documents) duly executed by all applicable Persons for filing in all applicable jurisdictions as may be necessary to terminate any effective UCC financing statements (or equivalent filings) disclosed in such search (other than any such financing statements in respect of Permitted Liens); (iid) confirmation that arrangements have been made by the Administrative Agent’s counsel for all of the Pledged Collateralother recordings and filings of, if anyor with respect to, referred to each Security Agreement as may be necessary or, in the Security Agreement and then owned by such Credit Party together with executed and undated endorsements for transfer in the case of Pledged Collateral constituting certificated securities and all other documents and instruments required to perfect the security interest reasonable opinion of the Collateral Agent in Agent, desirable, to perfect and protect the Collateral (except security interests intended to the extent expressly not required be created by the each Security Agreement); (iii) certified copies of a recent date of requests for information or copies (Form UCC-1), or equivalent reports as of a recent date, listing all effective financing statements that name Borrower or any other Credit Party as debtor and that are filed in their respective jurisdictions of organization; and (ive) an executed Perfection Certificate; provided evidence that to the extent any lien search or, if applicable, insurance certificate or endorsement, or any security interest in any Collateral is not able to be provided and/or perfected on the Closing Date all other than (x) Collateral constituting assets pursuant to which a security interest can be perfected by the filing of a financing statement under the UCC or (y) Collateral constituting certificated Equity Interests of Borrower and each of its material Domestic Wholly-Owned Subsidiaries to which a security interest can be perfected by the delivery of such certificates (to the extent required under the Credit Documents) (provided that, with respect to the Target on the Closing Date, the foregoing shall only apply to the extent such certificated Equity Interests are received from the Target after the Credit Parties’ use of commercially reasonable efforts and any such certificates not delivered on the Closing Date shall be delivered thereafter pursuant to Section 9.13), in each case, after the Credit Parties’ use of commercially reasonable efforts to do so without undue burden or expense, then the provision and/or delivery of any lien search or, if applicable, insurance certificate or endorsement, and/or the provision and/or perfection of a security interest in such Collateral (or related closing deliverables), as applicable, shall not be required as a condition to the Closing Date (and the provisions of this Section 6.09 shall be deemed to have been satisfied) but instead shall be actions required to be provided and/or perfected within 90 days after taken under each Security Agreement on the Closing Effective Date (or such later date as mutually agreed to perfect and protect the security interests purported to be created by the Administrative Agent each Security Agreement have been taken, and Borrower acting reasonably) pursuant to Section 9.13each Security Agreement shall be in full force and effect.

Security Agreement. On the Closing Effective Date, (a) each Canadian Credit Party shall have duly authorized, executed and delivered to the Collateral Agent the Canadian Security Agreement substantially in the form of Exhibit G I-1 and (as may be amendedb) each U.S. Credit Party shall have duly authorized, amended executed and restateddelivered the U.S. Security Agreement in the form of Exhibit I-2, modified, supplemented, extended or renewed from time to time, the “Security Agreement”) in each case covering all of such each applicable Credit Party’s present and future Collateral referred to thereinSecurity Agreement Collateral, and shall have delivered to the Collateral Agenttogether with: (ia) proper financing statements (Form UCC-1 or the equivalent) authorized for filing under the UCC and filings with the United States Patent and Trademark Office and United States Copyright Office, if applicable, or PPSA or other appropriate filing offices of each U.S. national or state jurisdiction as may be required necessary or, in the reasonable opinion of the Collateral Agent, desirable, to perfect the security interests purported to be created by the each Security Agreement Agreement; (except b) delivery of all promissory notes and stock certificates required to be delivered to the extent expressly not required Collateral Agent pursuant to each Security Agreement, together with undated instruments of transfer with respect thereto endorsed in blank; (c) delivery of (A) the results of a recent search, by a Person reasonably satisfactory to the Collateral Agent, of all effective UCC or PPSA financing statements (or equivalent filings, including under the Bank Act (Canada)) made with respect to any personal or mixed property the creation of security interests in which is governed by the Security AgreementUCC, PPSA or the Bank Act (Canada) of any Credit Party in the jurisdiction of formation of each such entity and the location (state and county) where such entities maintain their chief executive offices, together with copies of all such filings disclosed by such search, and (B) UCC, PPSA and Bank Act (Canada) security termination statements (or similar documents) duly executed by all applicable Persons for filing in all applicable jurisdictions as may be necessary to terminate any effective UCC or PPSA financing statements (or equivalent filings, including under the Bank Act (Canada)) disclosed in such search (other than any such financing statements in respect of Permitted Liens); (iid) confirmation that arrangements have been made by the Administrative Agent’s counsel for all of the Pledged Collateralother recordings and filings of, if anyor with respect to, referred to each Security Agreement as may be necessary or, in the Security Agreement and then owned by such Credit Party together with executed and undated endorsements for transfer in the case of Pledged Collateral constituting certificated securities and all other documents and instruments required to perfect the security interest reasonable opinion of the Collateral Agent in Agent, desirable, to perfect and protect the Collateral (except security interests intended to the extent expressly not required be created by the each Security Agreement); (iii) certified copies of a recent date of requests for information or copies (Form UCC-1), or equivalent reports as of a recent date, listing all effective financing statements that name Borrower or any other Credit Party as debtor and that are filed in their respective jurisdictions of organization; and (ive) an executed Perfection Certificate; provided evidence that to the extent any lien search or, if applicable, insurance certificate or endorsement, or any security interest in any Collateral is not able to be provided and/or perfected on the Closing Date all other than (x) Collateral constituting assets pursuant to which a security interest can be perfected by the filing of a financing statement under the UCC or (y) Collateral constituting certificated Equity Interests of Borrower and each of its material Domestic Wholly-Owned Subsidiaries to which a security interest can be perfected by the delivery of such certificates (to the extent required under the Credit Documents) (provided that, with respect to the Target on the Closing Date, the foregoing shall only apply to the extent such certificated Equity Interests are received from the Target after the Credit Parties’ use of commercially reasonable efforts and any such certificates not delivered on the Closing Date shall be delivered thereafter pursuant to Section 9.13), in each case, after the Credit Parties’ use of commercially reasonable efforts to do so without undue burden or expense, then the provision and/or delivery of any lien search or, if applicable, insurance certificate or endorsement, and/or the provision and/or perfection of a security interest in such Collateral (or related closing deliverables), as applicable, shall not be required as a condition to the Closing Date (and the provisions of this Section 6.09 shall be deemed to have been satisfied) but instead shall be actions required to be provided and/or perfected within 90 days after taken under each Security Agreement on the Closing Effective Date (or such later date as mutually agreed to perfect and protect the security interests purported to be created by the Administrative Agent each Security Agreement have been taken, and Borrower acting reasonably) pursuant to Section 9.13each Security Agreement shall be in full force and effect.

Security Agreement. On the Closing Date, each Credit Party The Lead Arranger shall have received, with counterparts for each Lender, executed counterparts of the Security Agreement, dated as of the date hereof, duly executed and delivered to the Collateral Agent the Security Agreement substantially by Sabre and each U.S. Subsidiary, together with (a) certificates (in the form case of Exhibit G Capital Securities that are certificated securities (as may be amended, amended and restated, modified, supplemented, extended or renewed from time to time, defined in the “Security Agreement”UCC)) covering all of such Credit Party’s present and future Collateral referred to therein, and shall have delivered to the Collateral Agent: evidencing (i) proper financing statements (Form UCC-1 or no less than 80% of the equivalent) authorized for filing under the UCC issued and filings with the United States Patent outstanding Capital Securities of Sabre and Trademark Office and United States Copyright Office, if applicable, or other appropriate filing offices of each U.S. national or state jurisdiction as may be required to perfect the security interests purported to be created by the Security Agreement (except to the extent expressly not required by the Security Agreement); (ii) all of the Pledged Collateralissued and outstanding Capital Securities of SCC, if anywhich certificates in each case shall be accompanied by undated instruments of transfer duly executed in blank, referred to or, for any Capital Securities that are uncertificated securities (as defined in the Security Agreement UCC), confirmation and then owned evidence satisfactory to the Lead Arranger that the security interest therein has been transferred to and perfected by such Credit Party together the Administrative Agent for the benefit of the Secured Parties in accordance with executed Articles 8 and undated endorsements for transfer in 9 of the case of Pledged Collateral constituting certificated securities UCC and all laws otherwise applicable to the perfection of the pledge of such Capital Securities. (b) Filing Statements suitable in form for naming Sabre and each Guarantor as a debtor and the Administrative Agent as the secured party, or other similar instruments or documents and instruments required to be filed under the UCC of all jurisdictions as may be necessary to perfect the security interest interests of the Collateral Administrative Agent in the Collateral (except pursuant to the extent expressly not required by the Security Agreement); (iiic) UCC Form UCC-3 termination statements necessary to release all Liens and other rights of any Person (i) in any collateral described in any security agreement previously granted by any Person, and (ii) securing any of the Indebtedness identified in Item 7.2.2(b) of the Disclosure Schedule, together with such other UCC Form UCC-3 termination statements as the Lead Arranger may reasonably request from such Obligors; and (d) certified copies of a recent date of requests UCC Requests for information Information or copies Copies (Form UCC-1UCC-11), or equivalent reports as of a recent datesimilar search report certified by a party acceptable to the Lead Arranger, dated a date reasonably near to the Closing Date, listing all effective financing statements that which name Borrower or any other Credit Party Obligor (under its present name and any previous names) as debtor and that are filed in their respective jurisdictions of organization; and (iv) an executed Perfection Certificate; provided that to the extent any lien search ordebtor, if applicable, insurance certificate or endorsement, or any security interest in any Collateral is not able to be provided and/or perfected on the Closing Date other than (x) Collateral constituting assets pursuant to which a security interest can be perfected by the filing of a financing statement under the UCC or (y) Collateral constituting certificated Equity Interests of Borrower and each of its material Domestic Wholly-Owned Subsidiaries to which a security interest can be perfected by the delivery together with copies of such certificates financing statements (to the extent required under the Credit Documents) (provided thatnone of which shall, except with respect to the Target on the Closing Date, the foregoing shall only apply to the extent such certificated Equity Interests are received from the Target after the Credit Parties’ use of commercially reasonable efforts and any such certificates not delivered on the Closing Date shall be delivered thereafter pursuant to Liens permitted by Section 9.137.2.3), evidence a Lien on any collateral described in each case, after the Credit Parties’ use of commercially reasonable efforts to do so without undue burden or expense, then the provision and/or delivery of any lien search or, if applicable, insurance certificate or endorsement, and/or the provision and/or perfection of a security interest in such Collateral (or related closing deliverablesLoan Document), as applicable, shall not be required as a condition to the Closing Date (and the provisions of this Section 6.09 shall be deemed to have been satisfied) but instead shall be required to be provided and/or perfected within 90 days after the Closing Date (or such later date as mutually agreed by the Administrative Agent and Borrower acting reasonably) pursuant to Section 9.13.

Security Agreement. On The Mortgagor and the Closing Date, each Credit Party Bank agree that this Mortgage shall have executed and delivered to the Collateral Agent the constitute a Security Agreement substantially in within the form of Exhibit G (as may be amended, amended and restated, modified, supplemented, extended or renewed from time to time, the “Security Agreement”) covering all of such Credit Party’s present and future Collateral referred to therein, and shall have delivered to the Collateral Agent: (i) proper financing statements (Form UCC-1 or the equivalent) authorized for filing under the UCC and filings with the United States Patent and Trademark Office and United States Copyright Office, if applicable, or other appropriate filing offices of each U.S. national or state jurisdiction as may be required to perfect the security interests purported to be created by the Security Agreement (except to the extent expressly not required by the Security Agreement); (ii) all meaning of the Pledged Collateral, if any, referred Code with respect to all property described herein in the Security Agreement and then owned by such Credit Party together with executed and undated endorsements for transfer in the case of Pledged Collateral constituting certificated securities and all other documents and instruments required to perfect the security interest of the Collateral Agent in the Collateral (except to the extent expressly not required by the Security Agreement); (iii) certified copies of a recent date of requests for information or copies (Form UCC-1), or equivalent reports as of a recent date, listing all effective financing statements that name Borrower or any other Credit Party as debtor and that are filed in their respective jurisdictions of organization; and (iv) an executed Perfection Certificate; provided that to the extent any lien search or, if applicable, insurance certificate or endorsement, or any security interest in any Collateral is not able to be provided and/or perfected on the Closing Date other than (x) Collateral constituting assets pursuant to which a security interest can be granted under Article 9 of the Code (the “Personal Property”; all of the Personal Property and the replacements, substitutions and additions thereto and the proceeds thereof being sometimes hereinafter collectively referred to as “Collateral”), and that a security interest in and to the Collateral is hereby granted to the Bank to secure payment of the Obligations. (a) The only persons having any interest in the Collateral are the Mortgagor, the Bank and holders of interests, if any, expressly permitted hereby. (b) No Financing Statement (other than Financing Statements showing the Bank as the sole secured party, or with respect to liens or encumbrances, if any, expressly permitted hereby) covering any of the Collateral or any proceeds thereof is on file in any public office except pursuant hereto; the Mortgagor, at its own cost and expense, upon demand, will furnish to the Bank such further information and will execute and deliver to the Bank such financing statements and other documents in form satisfactory to the Bank and will do all such acts as the Bank may request at any time or from time to time or as may be necessary or appropriate to establish and maintain a perfected security interest in the Collateral as security for the Obligations, subject to no other liens or encumbrances, other than liens or encumbrances benefiting the Bank and liens and encumbrances (if any) expressly permitted hereby. The Mortgagor will pay the cost of filing or recording such financing statements or other documents, and this instrument, in all public offices wherever filing or recording is deemed by the filing Bank to be desirable. The Mortgagor hereby irrevocably authorizes the Bank at any time, and from time to time, to file in any jurisdiction any initial financing statements and amendments thereto, without the signature of the Mortgagor covering the Collateral and containing such information as is required by Section 5 of Article 9 of the Uniform Commercial Code of the jurisdiction wherein such financing statement or amendment is filed (c) Upon an Event of Default hereunder, the Bank shall have the remedies of a secured party under the Code, including, without limitation, the right to take immediate and exclusive possession of the Collateral. The Bank will give the Mortgagor at least ten (10) days notice of the time and place of any public sale of the Collateral or of the time after which any private sale or any other intended disposition thereof is made. The requirements of reasonable notice shall be met if such notice is mailed, by certified United States mail or equivalent, postage prepaid, to the address of the Mortgagor hereinafter set forth at least ten (10) days before the time of the sale or disposition. Any such sale may be held in conjunction with any foreclosure sale of the Property. If the Bank so elects, the Property and the Collateral may be sold as one lot. The net proceeds realized upon any such disposition, after deduction for the expenses of retaking, holding, preparing for sale, selling and the reasonable attorneys’ fees and legal expenses incurred by the Bank, shall be applied against the Obligations in such order or manner as the Bank shall select. The Bank will account to the Mortgagor for any surplus realized on such disposition. (d) The terms and provisions contained in this section, unless the context otherwise requires, shall have the meanings and be construed as provided in the Code. (e) This Mortgage is intended to be a financing statement under within the UCC or (ypurview of Section 9-502(3) Collateral constituting certificated Equity Interests of Borrower and each of its material Domestic Wholly-Owned Subsidiaries to which a security interest can be perfected by the delivery of such certificates (to the extent required under the Credit Documents) (provided that, Code with respect to the Target on Collateral and the Closing Dategoods described herein, the foregoing shall only apply which goods are or may become fixtures relating to the extent such certificated Equity Interests are received from the Target after the Credit Parties’ use of commercially reasonable efforts and any such certificates not delivered on the Closing Date shall be delivered thereafter pursuant to Section 9.13), in each case, after the Credit Parties’ use of commercially reasonable efforts to do so without undue burden or expense, then the provision and/or delivery of any lien search or, if applicable, insurance certificate or endorsement, and/or the provision and/or perfection of a security interest in such Collateral (or related closing deliverables), as applicable, shall not be required as a condition to the Closing Date (and the provisions of this Section 6.09 shall be deemed to have been satisfied) but instead shall be required to be provided and/or perfected within 90 days after the Closing Date (or such later date as mutually agreed by the Administrative Agent and Borrower acting reasonably) pursuant to Section 9.13Property.

Security Agreement. On 5.1 As collateral security for the Closing Datefull, each prompt, complete and final payment and performance when due (whether at stated maturity, by acceleration or otherwise) of all of the Company’s obligations under the Note and in order to induce the Lender to make the loan contemplated hereunder, the Company hereby assigns, conveys, mortgages, pledges, hypothecates and transfers to Lender a first security interest in all of the Company’s right, title and interest in, to and under all of the following property and assets, wherever located, whether now owned or hereafter acquired or arising, and all Proceeds, products, accessions, additions, substitutions, rents, profits and replacements thereof, including, without limitation, all Inventory, Equipment, Fixtures, Goods, Accounts, account receivables, contract rights, As-extracted collateral, Commercial Tort Claims, Chattel Paper (tangible and electronic), Deposit Accounts, Documents, General Intangibles, payment intangibles, software, Instruments, Promissory Notes, Investment Property, Letter-of-Credit Party shall have executed Rights and delivered letters-of-credit, and Supporting obligations, intellectual property, license rights, distribution rights, and rights to ▇▇▇ for infringement of General Intangible or intellectual property rights (all of which being collectively referred to herein as the Collateral Agent the Security Agreement substantially “Collateral”). 5.2 Company, on behalf of Lender, will file any financing statement or continuation statement (including “in lieu” continuation statements) necessary to perfect Lender’s security interest in the form of Exhibit G (as may be amended, amended Collateral. 5.3 At any time and restated, modified, supplemented, extended or renewed from time to time, upon the written request of Lender, and at the sole expense of Company, Company shall promptly and duly execute and deliver any and all such further instruments and documents and take such further action as Lender may reasonably deem necessary or desirable to perfect and continue perfected or better perfect Lender’s liens in the Collateral. Company authorizes Lender to file, in jurisdictions where this authorization will be given effect, a UCC-1 Financing Statement and continuation statements, and “Security Agreement”) in lieu” continuation statements describing the Collateral in the same manner as it is described herein in order to perfect and maintain Lender’s security interest in the Collateral. Company shall register all copyrighted material with the U.S. Copyright Office and promptly take such further actions as reasonably requested by Lender to perfect its security interest in the Collateral. 5.4 Company represents and warrants that, except for the security interest granted to Lender hereunder, Company is the sole legal and equitable owner of each item of the Collateral in which it purports to grant a security interest hereunder. No effective security agreement, financing statement, equivalent security or lien instrument or continuation statement covering all or any part of the Collateral exists, except such Credit Party’s present as may have been filed by Company in favor of Lender pursuant to this Note or in connection with any security interest granted under the Agreement. The foregoing representations and future Collateral referred to therein, warranties are true and accurate as of the date hereof and shall have delivered to the Collateral Agent: (i) proper financing statements (Form UCC-1 or the equivalent) authorized be true and accurate for filing so long as any amount payable under the UCC Note remains outstanding. 5.5 Company represents and filings with the United States Patent warrants that it has sufficient title to and Trademark Office and United States Copyright Office, if applicableownership of, or other appropriate filing offices rights to use, all trade secrets, and, to its knowledge, copyrights, patents, information, proprietary rights, trademarks, service marks and trade names (collectively, “Intellectual Property”) in each case necessary for its business as now conducted without any material conflict with or infringement of each U.S. national the rights of others. Company further represents and warrants that there are no material outstanding options, licenses, or state jurisdiction as may be required to perfect the security interests purported to be created by the Security Agreement (except agreements of any kind relating to the extent expressly not required foregoing, nor is Company bound by the Security Agreement); (ii) all or a party to any material options, licenses or agreements of the Pledged Collateral, if any, referred to in the Security Agreement and then owned by such Credit Party together with executed and undated endorsements for transfer in the case of Pledged Collateral constituting certificated securities and all other documents and instruments required to perfect the security interest of the Collateral Agent in the Collateral (except to the extent expressly not required by the Security Agreement); (iii) certified copies of a recent date of requests for information or copies (Form UCC-1), or equivalent reports as of a recent date, listing all effective financing statements that name Borrower or any other Credit Party as debtor and that are filed in their respective jurisdictions of organization; and (iv) an executed Perfection Certificate; provided that to the extent any lien search or, if applicable, insurance certificate or endorsement, or any security interest in any Collateral is not able to be provided and/or perfected on the Closing Date other than (x) Collateral constituting assets pursuant to which a security interest can be perfected by the filing of a financing statement under the UCC or (y) Collateral constituting certificated Equity Interests of Borrower and each of its material Domestic Wholly-Owned Subsidiaries to which a security interest can be perfected by the delivery of such certificates (to the extent required under the Credit Documents) (provided that, kind with respect to the Target trademarks, service marks, trade names, copyrights, trade secrets, licenses, information, proprietary rights and processes of any other person or entity. Company has not received any written, or to its knowledge, oral communications alleging that Company has violated or, by conducting its business as proposed, would violate any of the trademarks, service marks, trade names, patents, copyrights or trade secrets or other proprietary rights of any other person or entity. The foregoing representations and warranties are true and accurate as of the date hereof and shall be true and accurate for so long as any amount payable under the Note remains outstanding. 5.6 Lender may exercise, in addition to and not in lieu of all other rights and remedies granted to it hereunder and under the Note, all rights and remedies of a secured party under the law, including the Uniform Commercial Code in effect in any and all jurisdictions where UCC-1s are filed to perfect Lender’s security interest (the “UCC”). Lender shall not have any obligation or liability hereunder with respect to the Collateral. 5.7 For so long as payment obligations under the Note remain outstanding, Company (i) shall not sell, lease, transfer, hypothecate, or otherwise dispose of or encumber any of the Collateral other than in the ordinary course of business; (ii) shall not change the Company’s jurisdiction of organization without at least seven (7) days prior written notice to Lender; and (iii) shall not, directly or indirectly, create, permit or suffer to exist, and shall defend the Collateral against and take such other action as is necessary to remove, any lien on the Closing Date, Collateral except the foregoing shall only apply lien granted to Lender under the Note. 5.8 With respect to the extent such certificated Equity Interests are received from the Target after the Credit Parties’ use of commercially reasonable efforts Intellectual Property, Company shall timely file and any such certificates not delivered on the Closing Date shall be delivered thereafter pursuant to Section 9.13), pay all maintenance fees for patents and renewal fees for trademarks and will promptly notify Lender in each case, after the Credit Parties’ use of commercially reasonable efforts to do so without undue burden or expense, then the provision and/or delivery writing of any lien search or, if applicable, insurance certificate infringement litigation in connection with any of the Intellectual Property. Company shall promptly notify Lender in writing of all newly acquired or endorsement, and/or the provision and/or perfection of a security interest in such Collateral (or related closing deliverables), as applicable, shall not be required as a condition to the Closing Date (and the provisions of this Section 6.09 shall be deemed to have been satisfied) but instead shall be required to be provided and/or perfected within 90 days after the Closing Date (or such later date as mutually agreed by the Administrative Agent and Borrower acting reasonably) pursuant to Section 9.13created Intellectual Property.

Security Agreement. On the Closing Initial Borrowing Date, each Credit Party shall have duly authorized, executed and delivered to the Collateral Agent the Security Agreement substantially in the form of Exhibit G J (as may be amended, amended and restated, modified, supplemented, extended modified or renewed supplemented from time to time, the “Security Agreement”) covering all of such Credit Party’s present and future Collateral referred to thereinSecurity Agreement Collateral, and shall have delivered to the Collateral Agenttogether with: (i) proper financing statements (Form UCC-1 or the equivalent) authorized for filing under the UCC and filings with the United States Patent and Trademark Office and United States Copyright Office, if applicable, or other appropriate filing offices of each U.S. national or state jurisdiction as may be required necessary or, in the reasonable opinion of the Collateral Agent, desirable, to perfect the security interests purported to be created by the Security Agreement (except to the extent expressly not required by the Security Agreement); (ii) all of the Pledged Collateral, if any, referred to in the Security Agreement and then owned by such Credit Party together with executed and undated endorsements for transfer in the case of Pledged Collateral constituting certificated securities and all other documents and instruments required to perfect the security interest of the Collateral Agent in the Collateral (except to the extent expressly not required by the Security Agreement); (iii) certified copies of a recent date of requests for information or copies (Form UCC-1UCC-11), or equivalent reports as of a recent date, listing all effective financing statements that name the Borrower or any other Credit Party of its Subsidiaries as debtor and that are filed in their respective the jurisdictions referred to in clause (i) above and in such other jurisdictions as the Collateral Agent may deem necessary or desirable (in its sole discretion) to ensure the perfection of organizationthe security interests purported to be created by the Security Agreement, together with copies of such other financing statements that name the Borrower or any of its Subsidiaries as debtor (none of which shall cover any of the Collateral except (x) to the extent evidencing Permitted Liens or (y) those in respect of which the Collateral Agent shall have received termination statements (Form UCC-3) or such other termination statements as shall be required by local law authorized for filing); (iii) evidence of the completion of all other recordings and filings of, or with respect to, the Security Agreement as may be necessary or, in the reasonable opinion of the Collateral Agent, desirable, to perfect the security interests intended to be created by the Security Agreement; and (iv) an executed Perfection Certificate; provided evidence that to the extent any lien search all other actions necessary or, if applicablein the reasonable opinion of the Collateral Agent, insurance certificate or endorsement, or any desirable to perfect and protect the security interest in any Collateral is not able interests purported to be provided and/or perfected on the Closing Date other than (x) Collateral constituting assets pursuant to which a security interest can be perfected created by the filing of a financing statement under Security Agreement have been taken, and the UCC or (y) Collateral constituting certificated Equity Interests of Borrower and each of its material Domestic Wholly-Owned Subsidiaries to which a security interest can be perfected by the delivery of such certificates (to the extent required under the Credit Documents) (provided that, with respect to the Target on the Closing Date, the foregoing shall only apply to the extent such certificated Equity Interests are received from the Target after the Credit Parties’ use of commercially reasonable efforts and any such certificates not delivered on the Closing Date Security Agreement shall be delivered thereafter pursuant to Section 9.13), in each case, after the Credit Parties’ use of commercially reasonable efforts to do so without undue burden or expense, then the provision and/or delivery of any lien search or, if applicable, insurance certificate or endorsement, and/or the provision and/or perfection of a security interest in such Collateral (or related closing deliverables), as applicable, shall not be required as a condition to the Closing Date (full force and the provisions of this Section 6.09 shall be deemed to have been satisfied) but instead shall be required to be provided and/or perfected within 90 days after the Closing Date (or such later date as mutually agreed by the Administrative Agent and Borrower acting reasonably) pursuant to Section 9.13effect.

Security Agreement. On the Closing Date, each Credit Party The Lender shall have received executed counterparts of the Security Agreement, dated as of the date hereof, duly executed and delivered by Holdings, the Borrower and each relevant Subsidiary, together with: (a) certificates (in the case of Capital Securities that are securities (as defined in the UCC)) evidencing all of the issued and outstanding Capital Securities owned by Holdings, the Borrower or any Subsidiary in the Borrower and the Subsidiaries, which certificates in each case shall be accompanied by undated instruments of transfer duly executed in blank, or, in the case of Capital Securities that are uncertificated securities (as defined in the UCC), confirmation and evidence satisfactory to the Collateral Agent Lender that the Security Agreement substantially security interest therein has been transferred to and perfected by the Lender in accordance with Articles 8 and 9 of the UCC and all laws otherwise applicable to the perfection of the pledge of such Capital Securities; (b) financing statements suitable in form for naming each U.S. Obligor and each Australian Subsidiary as a debtor and the Lender as the secured party, or other similar instruments or documents to be filed under the UCC of Exhibit G (all jurisdictions as may be amendednecessary or, amended and restatedin the opinion of the Lender, modified, supplemented, extended or renewed from time to time, the “Security Agreement”) covering all of such Credit Party’s present and future Collateral referred to therein, and shall have delivered to the Collateral Agent: (i) proper financing statements (Form UCC-1 or the equivalent) authorized for filing under the UCC and filings with the United States Patent and Trademark Office and United States Copyright Office, if applicable, or other appropriate filing offices of each U.S. national or state jurisdiction as may be required desirable to perfect the security interests purported of the Lender pursuant to be created by the Security Agreement (except to the extent expressly not required by the Security Agreement); (iic) UCC Form UCC-3 termination statements necessary to release all Liens and other rights of any Person (i) in any assets of Holdings, the Pledged Collateral, if any, referred to in the Security Agreement and then owned by such Credit Party together with executed and undated endorsements for transfer in the case of Pledged Collateral constituting certificated securities and all other documents and instruments required to perfect the security interest of the Collateral Agent in the Collateral (except to the extent expressly not required by the Security Agreement); (iii) certified copies of a recent date of requests for information or copies (Form UCC-1), or equivalent reports as of a recent date, listing all effective financing statements that name Borrower or any other Credit Party as debtor Subsidiary, and that are filed (ii) securing any of the Indebtedness identified in their respective jurisdictions of organization; and (iv) an executed Perfection Certificate; provided that to the extent any lien search or, if applicable, insurance certificate or endorsement, or any security interest in any Collateral is not able to be provided and/or perfected on the Closing Date other than (x) Collateral constituting assets pursuant to which a security interest can be perfected by the filing of a financing statement under the UCC or (y) Collateral constituting certificated Equity Interests of Borrower and each of its material Domestic Wholly-Owned Subsidiaries to which a security interest can be perfected by the delivery of such certificates (to the extent required under the Credit Documents) (provided that, with respect to the Target on the Closing Date, the foregoing shall only apply to the extent such certificated Equity Interests are received from the Target after the Credit Parties’ use of commercially reasonable efforts and any such certificates not delivered on the Closing Date shall be delivered thereafter pursuant to Section 9.13Schedule 8.2(b), in each case, after other than the Credit Parties’ use of commercially reasonable efforts to do so without undue burden or expense, then the provision and/or delivery of any lien search or, if applicable, insurance certificate or endorsement, and/or the provision and/or perfection of a security interest Liens described in such Collateral (or related closing deliverablesSection 8.3(c), together with such other UCC Form UCC-3 termination statements as applicablethe Lender may reasonably request from Holdings, shall not be required as a condition the Borrower or any Subsidiary; (d) bailee letters in form and substance reasonably satisfactory to the Closing Date Lender from Nypro (two locations) and the provisions bailee with respect to the ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, York, PA location; and (e) evidence that all deposit accounts, lockboxes, disbursement accounts, investment accounts or other similar accounts of this Section 6.09 shall be deemed to have been satisfiedHoldings, the Borrower and each Subsidiary (other than Excluded Accounts) but instead shall be required to be provided and/or perfected within 90 days after the Closing Date (or such later date as mutually agreed by the Administrative Agent and Borrower acting reasonably) pursuant to Section 9.13are Controlled Accounts.

Security Agreement. On the Closing Restatement Effective Date, each Credit Party shall have duly authorized, executed and delivered to the Collateral Agent the an Amended and Restated Security Agreement substantially in the form of Exhibit G (as may be amended, amended and restated, modified, supplemented, extended supplemented or renewed amended from time to time, the “"Security Agreement”") covering all of such Credit Party’s 's present and future Collateral referred to thereinSecurity Agreement Collateral, and shall have delivered to the Collateral Agenttogether with: (i) proper financing statements (Form UCC-1 or the equivalentsuch other financing statements or similar notices as shall be required by local law) authorized fully executed for filing under the UCC and filings with the United States Patent and Trademark Office and United States Copyright Office, if applicable, or other appropriate filing offices of each U.S. national or state jurisdiction as may be required necessary or, in the opinion of the Collateral Agent, desirable to perfect the security interests purported to be created by the Security Agreement (except to the extent expressly not required by the Security Agreement); (ii) all of the Pledged Collateral, if any, referred to in the Security Agreement and then owned by such Credit Party together with executed and undated endorsements for transfer in the case of Pledged Collateral constituting certificated securities and all other documents and instruments required to perfect the security interest of the Collateral Agent in the Collateral (except to the extent expressly not required by the Security Agreement); (iii) certified copies of a recent date of requests Requests for information Information or copies Copies (Form UCC-1UCC-11), or equivalent reports as of a recent datereports, listing all judgment liens, tax liens or effective financing statements that name the Borrower or any of its Subsidiaries, or a division or other Credit Party operating unit of any such Person, as debtor and that are filed in their respective the jurisdictions referred to in said clause (i), together with copies of organizationsuch other financing statements (none of which shall cover the Collateral except to the extent evidencing Permitted Liens or for which the Collateral Agent shall receive termination statements (Form UCC-3 or such other termination statements as shall be required by local law) fully executed for filing); (iii) evidence of the completion of all other recordings and filings of, or with respect to, the Security Agreement as may be necessary or, in the opinion of the Collateral Agent, desirable to perfect the security interests intended to be created by such Security Agreement; (iv) evidence that all other actions necessary or, in the opinion of the Collateral Agent, desirable to perfect and protect the security interests purported to be created by the Security Agreement have been taken; and (ivv) an executed Perfection Certificate; provided that all necessary third-party consents to the extent any lien search or, if applicable, insurance certificate or endorsement, or any security interest in any Collateral is not able granting of the Liens purported to be provided and/or perfected on the Closing Date other than (x) Collateral constituting assets granted pursuant to which a security interest can be perfected by the filing of a financing statement Security Documents, including, without limitation, consents under the UCC or (y) Collateral constituting certificated Equity Interests of Borrower and each of its material Domestic Wholly-Owned Subsidiaries to which a security interest can be perfected by the delivery of such certificates (to the extent required under the Credit Documents) (provided that, with respect to the Target on the Closing Date, the foregoing shall only apply to the extent such certificated Equity Interests are received from the Target after the Credit Parties’ use of commercially reasonable efforts and any such certificates not delivered on the Closing Date shall be delivered thereafter pursuant to Section 9.13), in each case, after the Credit Parties’ use of commercially reasonable efforts to do so without undue burden or expense, then the provision and/or delivery of any lien search or, if applicable, insurance certificate or endorsement, and/or the provision and/or perfection of a security interest in such Collateral (or related closing deliverables), as applicable, shall not be required as a condition to the Closing Date (and the provisions of this Section 6.09 shall be deemed to have been satisfied) but instead shall be required to be provided and/or perfected within 90 days after the Closing Date (or such later date as mutually agreed by the Administrative Agent and Borrower acting reasonably) pursuant to Section 9.13all management contracts.

Security Agreement. On the Closing Date, each Credit Party The Agent shall have received executed and delivered to the Collateral Agent counterparts of the Security Agreement substantially in Agreement, dated as of the form of Exhibit G (as may be amendeddate hereof, amended and restatedduly executed by the Borrower, modified, supplemented, extended or renewed from time to time, the “Security Agreement”) covering all of such Credit Party’s present and future Collateral referred to therein, and shall have delivered to the Collateral Agent:together with (ia) proper acknowledgment copies of properly filed Uniform Commercial Code financing statements (Form UCC-1 UCC-1), or such other evidence of filing as may be acceptable to the equivalent) authorized Agent, naming the Borrower as the debtor and the Agent as the secured party, as agent and for filing under the UCC and filings with benefit of the United States Patent and Trademark Office and United States Copyright Office, if applicableLenders, or other appropriate filing offices of each U.S. national similar instruments or state jurisdiction documents, as may be required to perfect necessary or, in the security interests purported to be created by the Security Agreement (except to the extent expressly not required by the Security Agreement); (ii) all opinion of the Pledged CollateralAgent, if any, referred to in the Security Agreement and then owned by such Credit Party together with executed and undated endorsements for transfer in the case of Pledged Collateral constituting certificated securities and all other documents and instruments required desirable to perfect the security interest of the Collateral Agent in the Collateral (except pursuant to the extent expressly not required by the Security Agreement);. (iiib) executed copies of proper Uniform Commercial Code Form UCC-3 termination statements, if any, necessary to release all Liens and other rights of any Person in any collateral described the Security Agreement previously granted by any Person (other than with respect to collateral subject to Capitalized Leases and purchase money Liens permitted hereunder) together with such other Uniform Commercial Code Form UCC-3 termination statements as the Agent may reasonably request; and (c) certified copies of a recent date of requests Uniform Commercial Code Requests for information Information or copies Copies (Form UCC-1UCC-11), or equivalent reports as a similar search report certified by a party acceptable to the Agent, dated a date reasonably near to the date of a recent datethe initial Borrowing, listing all effective financing statements that which name the Borrower or (under its present name and any other Credit Party previous names) as the debtor and that which are filed in their respective the jurisdictions in which filings were made pursuant to clause (a) above, together with copies of organization; and such financing statements (iv) an executed Perfection Certificate; provided that to the extent any lien search or, if applicable, insurance certificate or endorsement, or any security interest in any Collateral is not able to be provided and/or perfected on the Closing Date none of which (other than those described in clause (xa)) Collateral constituting if such Form UCC-11 or search report, as the case may be, is current enough to list such financing statements described in clause (a)) shall cover any collateral described in the Security Agreement other than assets pursuant subject to which a security interest can be perfected by the filing of a financing statement under the UCC Capitalized Leases or (y) Collateral constituting certificated Equity Interests of Borrower and each of its material Domestic Wholly-Owned Subsidiaries to which a security interest can be perfected by the delivery of such certificates (to the extent required under the Credit Documents) (provided that, with respect to the Target on the Closing Date, the foregoing shall only apply to the extent such certificated Equity Interests are received from the Target after the Credit Parties’ use of commercially reasonable efforts and any such certificates not delivered on the Closing Date shall be delivered thereafter pursuant to Section 9.13)purchase money Liens, in each case, after the Credit Parties’ use of commercially reasonable efforts to do so without undue burden or expense, then the provision and/or delivery of any lien search or, if applicable, insurance certificate or endorsement, and/or the provision and/or perfection of a security interest in such Collateral (or related closing deliverablescase as permitted hereunder), as applicable, shall not be required as a condition to the Closing Date (and the provisions of this Section 6.09 shall be deemed to have been satisfied) but instead shall be required to be provided and/or perfected within 90 days after the Closing Date (or such later date as mutually agreed by the Administrative Agent and Borrower acting reasonably) pursuant to Section 9.13.

Security Agreement. On or prior to the Closing Fourth Restatement Effective Date, each Credit Party shall have duly authorized, executed and delivered to the Collateral Agent the Fourth Amended and Restated Security Agreement substantially in the form of Exhibit G J (as may be amended, amended and restated, modified, supplemented, extended supplemented or renewed amended from time to time, the “"Security Agreement”") covering all of such Credit Party’s 's present and future Collateral referred to thereinSecurity Agreement Collateral, and shall have delivered to the Collateral Agenttogether with: (ia) proper financing statements Financing Statements or amendments thereto (Form UCC-1 or the equivalentUCC-3, respectively) authorized fully executed for filing under the UCC and filings with the United States Patent and Trademark Office and United States Copyright Office, if applicable, or other appropriate filing offices of each U.S. national or state jurisdiction as may be required necessary or, in the reasonable opinion of the Collateral Agent, desirable to perfect (or maintain the perfection of) the security interests purported to be created by the Security Agreement (except to the extent expressly not required or maintained) by the Security Agreement); (ii) all of the Pledged Collateral, if any, referred to in the Security Agreement and then owned by such Credit Party together with executed and undated endorsements for transfer in the case of Pledged Collateral constituting certificated securities and all other documents and instruments required to perfect the security interest of the Collateral Agent in the Collateral (except to the extent expressly not required by the Security Agreement); (iiib) certified copies of a recent date of requests Requests for information Information or copies Copies (Form UCC-1UCC-11), or equivalent reports as of a recent datereports, listing all effective financing statements that name Borrower or any other Credit Party as debtor and that are filed in their respective the jurisdictions referred to in clause (a) above, together with copies of organizationsuch other financing statements (none of which shall cover the Collateral except to the extent evidencing Permitted Liens or in respect of which the Collateral Agent shall have received termination statements (Form UCC-3) or such other termination statements as shall be required by local law) fully executed for filing; (c) evidence of the completion of all other recordings and filings of, or with respect to, the Security Agreement as may be necessary or, in the reasonable opinion of the Collateral Agent, desirable to perfect (or maintain the perfection of) the security interests intended to be created (or maintained) by the Security Agreement; (d) lockbox agreements and other agreements from deposit banks utilized pursuant to the Cash Management System, recognizing the security interests granted pursuant thereto and directing payments from deposit accounts to be made to the Concentration Account; and (ive) an executed Perfection Certificate; provided evidence that to the extent any lien search all other actions necessary or, if applicablein the reasonable opinion of the Collateral Agent, insurance certificate desirable to perfect and protect (or endorsement, or any maintain the perfection of) the security interest in any Collateral is not able interests purported to be provided and/or perfected on the Closing Date other than created (xor maintained) Collateral constituting assets pursuant to which a security interest can be perfected by the filing of a financing statement under the UCC or (y) Collateral constituting certificated Equity Interests of Borrower and each of its material Domestic Wholly-Owned Subsidiaries to which a security interest can be perfected by the delivery of such certificates (to the extent required under the Credit Documents) (provided that, with respect to the Target on the Closing Date, the foregoing shall only apply to the extent such certificated Equity Interests are received from the Target after the Credit Parties’ use of commercially reasonable efforts and any such certificates not delivered on the Closing Date shall be delivered thereafter pursuant to Section 9.13), in each case, after the Credit Parties’ use of commercially reasonable efforts to do so without undue burden or expense, then the provision and/or delivery of any lien search or, if applicable, insurance certificate or endorsement, and/or the provision and/or perfection of a security interest in such Collateral (or related closing deliverables), as applicable, shall not be required as a condition to the Closing Date (and the provisions of this Section 6.09 shall be deemed to Security Agreement have been satisfied) but instead shall be required to be provided and/or perfected within 90 days after the Closing Date (or such later date as mutually agreed by the Administrative Agent and Borrower acting reasonably) pursuant to Section 9.13taken.

Security Agreement. On Specifically, but without limiting the Closing Dategenerality of Paragraph 36, each Credit Party shall have executed Landlord and delivered Tenant further intend and agree that, for the purpose of securing the payment of the above-described amounts and to further secure all other obligations of Tenant under the Collateral Agent the Security Agreement substantially in the form of Exhibit G (as may be amendedOperative Documents, amended and restated, modified, supplemented, extended or renewed from time to time, the “Security Agreement”) covering all of such Credit Party’s present and future Collateral referred to therein, and shall have delivered to the Collateral Agent: (i) proper financing statements (Form UCC-1 or the equivalent) authorized for filing under the UCC and filings with the United States Patent and Trademark Office and United States Copyright Office, if applicable, or other appropriate filing offices of each U.S. national or state jurisdiction as may this Lease shall also be required to perfect the security interests purported deemed to be created by a security agreement and financing statement within the Security Agreement (except to the extent expressly not required by the Security Agreement); (ii) all meaning of Article 9 of the Pledged Collateral, if any, referred to in the Security Agreement Maryland Uniform Commercial Code (it being understood that Tenant hereby conveys and then owned by such Credit Party together with executed warrants and undated endorsements for transfer in the case of Pledged Collateral constituting certificated securities and all other documents and instruments required to perfect the security interest of the Collateral Agent in the Collateral (except to the extent expressly not required by the Security Agreement); (iii) certified copies of a recent date of requests for information or copies (Form UCC-1), or equivalent reports as of a recent date, listing all effective financing statements that name Borrower or any other Credit Party as debtor and that are filed in their respective jurisdictions of organization; and (iv) an executed Perfection Certificate; provided that to the extent any lien search or, if applicable, insurance certificate or endorsement, or any security interest in any Collateral is not able to be provided and/or perfected on the Closing Date other than (x) Collateral constituting assets pursuant to which a security interest can be perfected by the filing of a financing statement under the UCC or (y) Collateral constituting certificated Equity Interests of Borrower and each of its material Domestic Wholly-Owned Subsidiaries to which a security interest can be perfected by the delivery of such certificates (to the extent required under the Credit Documents) (provided that, with respect to the Target on the Closing Date, the foregoing shall only apply to the extent such certificated Equity Interests are received from the Target after the Credit Parties’ use of commercially reasonable efforts and any such certificates not delivered on the Closing Date shall be delivered thereafter pursuant to Section 9.13), in each case, after the Credit Parties’ use of commercially reasonable efforts to do so without undue burden or expense, then the provision and/or delivery of any lien search or, if applicable, insurance certificate or endorsement, and/or the provision and/or perfection of grants a security interest in the Leased Premises and the other Tenant Collateral to Landlord (for the benefit of Landlord and the Credit Facility Provider) to secure all amounts advanced by Landlord and the Credit Facility Provider pursuant to the terms of the Operative Documents, together with interest thereon, and all other amounts payable under the Operative Documents and all other obligations of Tenant under the Operative Documents); (ii) the possession by Landlord or any of its agents of notes and such Collateral other items of property as constitute instruments, money, negotiable documents or chattel paper shall be deemed to be “possession by the secured party” for purposes of perfecting the security interest pursuant to Section 9-313 of the Maryland Uniform Commercial Code; and (iii) notifications to Persons holding such property, and acknowledgments, receipts or related closing deliverables)confirmations from financial intermediaries, bankers or agents (as applicable, shall not be required as a condition to the Closing Date (and the provisions ) of this Section 6.09 Tenant shall be deemed to have been satisfied) but instead shall given for the purpose of perfecting such security interest under any Law. Landlord and Tenant shall, to the extent consistent with this Lease, take such actions and execute, deliver, file and record such other documents, financing statements and mortgages as may be required necessary to ensure that, if the Lease was deemed to create a security interest in the Leased Premises and the other Tenant Collateral in accordance with this Paragraph 37, such security interest would be deemed to be provided and/or a first priority perfected within 90 days after security interest (subject only to the Closing Date (or Deed of Trust and the 1997 Deeds of Trust) and will be maintained as such later date as mutually agreed by throughout the Administrative Agent and Borrower acting reasonably) pursuant to Section 9.13Term.

Security Agreement. On The due and punctual payment of the Closing principal of, interest (including additional interest, if any) and premium, if any, on the Notes when and as the same shall be due and payable, whether on an Payment Date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of and interest (including additional interest, if any) on the Notes and performance of all other Obligations of the Company to the Holders, the Trustee or the Collateral Agent under this Indenture and the Notes, according to the terms hereunder or thereunder, are secured as provided in the Notes Security Documents. The Trustee and the Company hereby acknowledge and agree that the Trustee or the Collateral Agent, as the case may be, holds the Collateral in trust for the benefit of the Trustee, the Collateral Agent and the Holders, in each Credit case pursuant to the terms of the Notes Security Documents. Each Holder, by its acceptance of any Note, consents and agrees to the terms of the Notes Security Documents (including, without limitation, the provisions providing for foreclosure and release of Collateral) as the same may be in effect or may be amended from time to time in accordance with its terms and authorizes and directs the Collateral Agent to enter into this Indenture and the Notes Security Documents and to perform its obligations and exercise its rights thereunder as a Secured Party in accordance therewith. The Company shall have executed and deliver to the Trustee (if it is not itself then the Collateral Agent) copies of all documents delivered to the Collateral Agent pursuant to the Notes Security Agreement substantially in the form of Exhibit G (Documents. The Company and each Subsidiary party thereto will do or cause to be done all such acts and things as may be amended, amended and restated, modified, supplemented, extended necessary or renewed from time to time, the “Security Agreement”) covering all of such Credit Party’s present and future Collateral referred to therein, and shall have delivered to the Collateral Agent: (i) proper financing statements (Form UCC-1 or the equivalent) authorized for filing under the UCC and filings with the United States Patent and Trademark Office and United States Copyright Office, if applicableproper, or other appropriate filing offices of each U.S. national or state jurisdiction as may be required by the provisions of the Notes Security Documents, to perfect assure and confirm to the Collateral Agent the security interests purported to be created interest in the Collateral contemplated hereby, by the Notes Security Agreement Documents or any part thereof, as from time to time constituted, so as to render the same available for the security and benefit of this Indenture and of the Notes secured hereby, according to the intent and purposes herein expressed. The Company and each Subsidiary party thereto will take any and all actions reasonably required to cause the Notes Security Documents to create and maintain, as security for the Obligations of the Company hereunder, a valid and enforceable perfected first priority Lien in and on all the Collateral (other than the Working Capital Facility Collateral securing the Notes, which shall be subject to a second priority lien), in favor of the Collateral Agent, as Secured Party, for the benefit of the Holders, superior to and prior to the rights of all third Persons, except to the extent expressly not required by the Security Agreement); (ii) all of the Pledged Collateral, if any, referred to set forth in the Security Agreement Intercreditor Agreement, and then owned by such Credit Party together with executed and undated endorsements subject to no other Liens than Permitted Liens. If required for transfer the purpose of meeting the legal requirements of any domestic jurisdiction in the case of Pledged Collateral constituting certificated securities and all other documents and instruments required to perfect the security interest which any of the Collateral Agent in may at the time be located, the Company, the Trustee and the Collateral (except Agent shall have the power to appoint, and shall take all reasonable power to appoint, one or more Persons approved by the Trustee and reasonably acceptable to the extent expressly not required by the Security Agreement); (iii) certified copies of a recent date of requests for information or copies (Form UCC-1), or equivalent reports Company to act as of a recent date, listing all effective financing statements that name Borrower or any other Credit Party as debtor and that are filed in their respective jurisdictions of organization; and (iv) an executed Perfection Certificate; provided that to the extent any lien search or, if applicable, insurance certificate or endorsement, or any security interest in any co-Collateral is not able to be provided and/or perfected on the Closing Date other than (x) Collateral constituting assets pursuant to which a security interest can be perfected by the filing of a financing statement under the UCC or (y) Collateral constituting certificated Equity Interests of Borrower and each of its material Domestic Wholly-Owned Subsidiaries to which a security interest can be perfected by the delivery of such certificates (to the extent required under the Credit Documents) (provided that, Agent with respect to any such Collateral, with such rights and powers limited to those deemed necessary for the Target on the Closing DateCompany, the foregoing shall only apply Trustee or the Collateral Agent to the extent such certificated Equity Interests are received from the Target after the Credit Parties’ use of commercially reasonable efforts and comply with any such certificates not delivered on the Closing Date shall be delivered thereafter pursuant legal requirements with respect to Section 9.13)such Collateral, in each case, after the Credit Parties’ use of commercially reasonable efforts to do so without undue burden or expense, then the provision and/or delivery of any lien search or, if applicable, insurance certificate or endorsement, and/or the provision and/or perfection of a security interest in such Collateral (or related closing deliverables), as applicable, and which rights and powers shall not be required as a condition to the Closing Date (and inconsistent with the provisions of this Section 6.09 Indenture, the Notes or any Notes Security Document. The Company shall be deemed from time to have been satisfied) but instead shall be time pay all reasonable financing and continuation statement recording and/or filing fees, charges and taxes relating to this Indenture, the Notes Security Documents and any amendments hereto or thereto, and any other insurance or further assurance required to be provided and/or perfected within 90 days after the Closing Date (hereto or such later date as mutually agreed by the Administrative Agent and Borrower acting reasonably) pursuant to Section 9.13thereto.

Security Agreement. On the Closing Initial Borrowing Date, each Credit Party shall have duly authorized, executed and delivered to the Collateral Agent the Security Agreement substantially in the form of Exhibit G I (as may be amended, amended and restated, modified, supplemented, extended or renewed modified and/or supplemented from time to time, the “Security Agreement”) covering all of such Credit Party’s present and future Collateral referred to thereinSecurity Agreement Collateral, and shall have delivered to the Collateral Agenttogether with: (i) proper financing statements Financing Statements (Form UCC-1 or the equivalent) authorized in proper form for filing under the UCC and filings with the United States Patent and Trademark Office and United States Copyright Office, if applicable, or other appropriate filing offices of each U.S. national or state jurisdiction as may be required necessary or, in the reasonable opinion of the Collateral Agent, desirable, to perfect the security interests purported to be created by the Security Agreement (except to the extent expressly not required by the Security Agreement); (ii) all of the Pledged Collateral, if any, referred to in the Security Agreement and then owned by such Credit Party together with executed and undated endorsements for transfer in the case of Pledged Collateral constituting certificated securities and all other documents and instruments required to perfect the security interest of the Collateral Agent in the Collateral (except to the extent expressly not required by the Security Agreement); (iii) certified copies of a recent date of requests Requests for information Information or copies Copies (Form UCC-1UCC-11), or equivalent reports as of a recent date, listing all effective financing statements that name the Borrower or any other Credit Party of its Subsidiaries as debtor and that are filed in their respective the jurisdictions referred to in clause (i) above or in any other jurisdiction where the chief executive office, any record office, any Mortgaged Property or any inventory or equipment of organizationthe Borrower or any of its Subsidiaries is located, together with copies of such other financing statements that name the Borrower or any of its Subsidiaries as debtor (none of which shall cover any of the Collateral except (x) to the extent evidencing Permitted Liens or (y) those in respect of which the Collateral Agent shall have received termination statements (Form UCC-3) or such other termination statements as shall be required by local law fully executed for filing); (iii) evidence of the completion or performance, as the case may be, of all other recordings and filings of, or with respect to, the Security Agreement as may be necessary or, in the reasonable opinion of the Collateral Agent, desirable, to perfect the security interests intended to be created by the Security Agreement; and (iv) an executed Perfection Certificate; provided evidence that to the extent any lien search all other actions necessary or, if applicablein the reasonable opinion of the Collateral Agent, insurance certificate or endorsement, or any desirable to perfect and protect the security interest in any Collateral is not able interests purported to be provided and/or perfected on the Closing Date other than (x) Collateral constituting assets pursuant to which a security interest can be perfected created by the filing of a financing statement under Security Agreement have been or are being taken, and the UCC or (y) Collateral constituting certificated Equity Interests of Borrower and each of its material Domestic Wholly-Owned Subsidiaries to which a security interest can be perfected by the delivery of such certificates (to the extent required under the Credit Documents) (provided that, with respect to the Target on the Closing Date, the foregoing shall only apply to the extent such certificated Equity Interests are received from the Target after the Credit Parties’ use of commercially reasonable efforts and any such certificates not delivered on the Closing Date Security Agreement shall be delivered thereafter pursuant to Section 9.13), in each case, after the Credit Parties’ use of commercially reasonable efforts to do so without undue burden or expense, then the provision and/or delivery of any lien search or, if applicable, insurance certificate or endorsement, and/or the provision and/or perfection of a security interest in such Collateral (or related closing deliverables), as applicable, shall not be required as a condition to the Closing Date (full force and the provisions of this Section 6.09 shall be deemed to have been satisfied) but instead shall be required to be provided and/or perfected within 90 days after the Closing Date (or such later date as mutually agreed by the Administrative Agent and Borrower acting reasonably) pursuant to Section 9.13effect.

Security Agreement. On the Closing Issue Date, JCC Holding, the Company and each Credit Party Subsidiary Guarantor shall have duly authorized, executed and delivered to the Collateral Agent the a Security Agreement substantially in the form of Exhibit G F (as may be amended, amended and restated, modified, supplemented, extended supplemented or renewed amended from time to time, the “"Security Agreement”") covering all of such Credit Party’s JCC Holding's, the Company's and each Subsidiary Guarantor's present and future Collateral referred to thereinSecurity Agreement Collateral, and shall have delivered to the Collateral Agenttogether with: (ia) proper financing statements Financing Statements (Form UCC-1 or the equivalentUCC-1) authorized fully executed for filing under the UCC and filings with the United States Patent and Trademark Office and United States Copyright Office, if applicable, or other appropriate filing offices of each U.S. national or state jurisdiction as may be required necessary or desirable to perfect the security interests purported to be created by the Security Agreement (except to the extent expressly not required by the Security Agreement); (iib) all of the Pledged Collateralunless otherwise previously provided, if any, referred to in the Security Agreement and then owned by such Credit Party together with executed and undated endorsements for transfer in the case of Pledged Collateral constituting certificated securities and all other documents and instruments required to perfect the security interest of the Collateral Agent in the Collateral (except to the extent expressly not required by the Security Agreement); (iii) certified copies of a recent date of requests Requests for information Information or copies Copies (Form UCC-1UCC-11), or equivalent reports as of a recent datereports, listing all effective financing statements that name Borrower JCC Holding, the Company or any other Credit Party Subsidiary Guarantor as debtor and that are filed in their respective the jurisdictions referred to in clause (a) above, together with copies of organizationsuch other financing statements (none of which shall cover the Collateral except to the extent evidencing Permitted Liens or in respect of which the Collateral Agent shall have received termination or assignment statements (Form UCC-3) or such other termination statements as shall be required by local law) fully executed for filing; (c) evidence of the completion of all other recordings and filings of, or with respect to, the Security Agreement as may be necessary or desirable to perfect the security interests intended to be created by the Security Agreement; and (ivd) an executed Perfection Certificate; provided evidence that JCC Holding, the Company and the Subsidiary Guarantors have obtained all necessary consents to permit them to assign to the Collateral Agent pursuant to the Security Agreement all of the their right, title and interest in and to all material Permits required to be obtained by the Issue Date in connection with the ownership, lease, construction, equipping and operation of the Project or any facilities or services ancillary thereto and the other transactions contemplated by the Revolving Credit Agreement Documents and the other Documents and otherwise referred to herein or therein, Project Documents, construction documents, architectural and engineering documents, maintenance, management (including the Management Agreement), leasing and service documents and franchise contracts relating to the Project (other than (i) the Casino Operating Contract and (ii) to the extent any lien search or, if applicable, insurance certificate or endorsement, or any security interest in any Collateral is not able to be provided and/or perfected on the Closing Date other than (x) Collateral constituting assets pursuant to which a security interest can be perfected by the filing of a financing statement under the UCC or (y) Collateral constituting certificated Equity Interests of Borrower and each of its material Domestic Wholly-Owned Subsidiaries to which a security interest can be perfected by the delivery of such certificates (to the extent required under the Credit Documents) (provided that, with respect to the Target on the Closing Date, the foregoing shall only apply to the extent such certificated Equity Interests are received from the Target after the Credit Parties’ use of commercially reasonable efforts and any such certificates not delivered on the Closing Date shall be delivered thereafter pursuant to Section 9.13), in each case, after the Credit Parties’ use of commercially reasonable efforts to do so without undue burden or expense, then the provision and/or delivery of any lien search or, if applicable, insurance certificate or endorsement, and/or the provision and/or perfection of a security interest in such Collateral (or related closing deliverables), as applicable, shall therein cannot be required as a condition to the Closing Date (and the provisions of this Section 6.09 shall be deemed to have been satisfied) but instead shall be required to be provided and/or perfected within 90 days after the Closing Date (or such later date as mutually agreed by the Administrative Agent and Borrower acting reasonably) pursuant to Section 9.13so granted under applicable law, any other Permit).

Security Agreement. (a) On the Closing Initial Borrowing Date, each Credit Party TPI shall have duly authorized, executed and delivered to the Collateral Agent the a Security Agreement substantially in the form of Exhibit G I-1 (as may be amended, amended and restated, modified, supplemented, extended supplemented or renewed amended from time to time, the “Security Agreement”"TPI SECURITY AGREEMENT") covering all of such Credit Party’s present and future Collateral referred to thereinthe TPI Security Agreement Collateral, and the TPI Security Agreement shall be in full force and effect (it being understood that the TPI Security Agreement shall be fully released at the Contribution Effective Time). (b) On the Initial Borrowing Date, each of PCA and each Subsidiary Guarantor shall have duly authorized, executed and delivered a Security Agreement in the form of Exhibit I-2 (as modified, supplemented or amended from time to time, the Collateral Agent"PCA SECURITY AGREEMENT") covering all of the PCA Security Agreement Collateral, in each case together with: (i) proper financing statements Financing Statements (Form UCC-1 or the equivalentUCC-1) authorized fully executed for filing under the UCC and filings with the United States Patent and Trademark Office and United States Copyright Office, if applicable, or other appropriate filing offices of each U.S. national or state jurisdiction as may be required necessary or, in the reasonable opinion of the Collateral Agent, desirable to perfect the security interests purported to be created by the PCA Security Agreement (except to upon the extent expressly not required by consummation of the Security Agreement)Contribution; (ii) all of the Pledged Collateral, if any, referred to in the Security Agreement and then owned by such Credit Party together with executed and undated endorsements for transfer in the case of Pledged Collateral constituting certificated securities and all other documents and instruments required to perfect the security interest of the Collateral Agent in the Collateral (except to the extent expressly not required by the Security Agreement); (iii) certified copies of Requests for Information or Copies (Form UCC-11), or equivalent reports, each of a recent date of requests for information or copies (Form UCC-1), or equivalent reports as of a recent date, listing all effective financing statements that name Borrower or any other Credit Party (other than Tenneco) as debtor and that are filed in their respective the jurisdictions referred to in clause (a) above, together with copies of organizationsuch other financing statements (none of which shall cover the Collateral except to the extent evidencing Permitted Liens or in respect of which the Collateral Agent shall have received termination statements (Form UCC-3) or such other termination statements as shall be required by local law) fully executed for filing; (iii) evidence of execution for post-closing filing and recordation of all other recordings and filings of, or with respect to, the PCA Security Agreement as may be necessary or, in the reasonable opinion of the Collateral Agent, desirable to perfect the security interests intended to be created by such PCA Security Agreement upon the consummation of the Contribution; and (iv) an executed Perfection Certificate; provided evidence that to the extent any lien search all other actions necessary or, if applicablein the reasonable opinion of the Collateral Agent, insurance certificate or endorsement, or any desirable to perfect and protect the security interest in any Collateral is not able interests purported to be provided and/or perfected on the Closing Date other than (x) Collateral constituting assets pursuant to which a security interest can be perfected created by the filing PCA Security Agreement upon the consummation of a financing statement under the UCC or (y) Collateral constituting certificated Equity Interests of Borrower and each of its material Domestic Wholly-Owned Subsidiaries to which a security interest can be perfected by the delivery of such certificates (to the extent required under the Credit Documents) (provided that, with respect to the Target on the Closing Date, the foregoing shall only apply to the extent such certificated Equity Interests are received from the Target after the Credit Parties’ use of commercially reasonable efforts and any such certificates not delivered on the Closing Date shall be delivered thereafter pursuant to Section 9.13), in each case, after the Credit Parties’ use of commercially reasonable efforts to do so without undue burden or expense, then the provision and/or delivery of any lien search or, if applicable, insurance certificate or endorsement, and/or the provision and/or perfection of a security interest in such Collateral (or related closing deliverables), as applicable, shall not be required as a condition to the Closing Date (Contribution have been taken; and the provisions PCA Security Agreement shall automatically become effective upon the consummation of this Section 6.09 shall be deemed to have been satisfied) but instead shall be required to be provided and/or perfected within 90 days after the Closing Date (or such later date as mutually agreed by the Administrative Agent and Borrower acting reasonably) pursuant to Section 9.13Contribution.

Security Agreement. On (a) Insofar as the Closing Datemachinery, each Credit Party shall have executed apparatus, equipment, fittings, fixtures, building supplies and delivered materials, general intangibles and articles of personal property either referred to or (b) Grantor warrants that (i) Grantor’s (that is, “Debtor’s”) correct legal name (including, without limitation, punctuation and spacing) indicated on the public record of Grantor’s jurisdiction of organization, identity or corporate structure, residence or chief executive office and jurisdiction of organization are as set forth in Subsection 1.10(c) hereof; (ii) Grantor (that is, “Debtor”) has been using or operating under said name, identity or corporate structure without change for the time period set forth in Subsection 1.10(c) hereof, and (iii) the location of the tangible Personal Property secured by this Instrument is upon the Land (except that the books and records related to the Collateral Property may be stored and maintained at another site). Grantor covenants and agrees that Grantor shall not change any of the matters addressed by clauses (i) or (iii) of this Subsection 1.10(b) unless it has given Agent thirty (30) days prior written notice of any such change and Grantor authorizes Agent to file such additional financing statements or other instruments in such jurisdictions as Agent may deem necessary or advisable in its sole discretion to prevent any filed financing statement from becoming misleading or losing its perfected status. (c) The information contained in this Subsection 1.10(c) is provided in order that this Instrument shall comply with the Security Agreement substantially requirements of the Uniform Commercial Code, as enacted in the form State of Texas, for instruments to be filed as financing statements. The names of the “Debtor” and the “Secured Party”, the identity or corporate structure, jurisdiction of organization, organizational number, federal tax identification number, and residence or chief executive office of “Debtor”, and the time period for which “Debtor” has been using or operating under said name and identity or corporate structure without change, are as set forth in Schedule 1 of Exhibit G (as “C” attached hereto and by this reference made a part hereof; the mailing address of the “Secured Party” from which information concerning the security interest may be amendedobtained, amended and restatedthe mailing address of “Debtor”, modifiedare as set forth in Schedule 2 of Exhibit “C” attached hereto; and a statement indicating the types, supplementedor describing the items, extended of Personal Property secured by this Instrument is set forth hereinabove. (d) Exhibit “C” correctly sets forth all names and tradenames that Grantor has used within the last five years, and also correctly sets forth the locations of all of the chief executive offices of Grantor over the last five years. (e) The Grantor hereby covenants and agrees that: (1) Grantor shall not merge or renewed consolidate into, or transfer any of the Property to, any other person or entity except as permitted under the Credit Agreement. (2) Grantor shall, at any time and from time to time, take such steps as Agent may reasonably request for Agent (A) to use commercially reasonable efforts to obtain an acknowledgment, in form and substance reasonably satisfactory to Agent, of any bailee having possession of any of the “Security Agreement”) covering all Property, stating that the bailee holds possession of such Credit PartyProperty on behalf of Agent, (B) to obtain “control” of any investment property, letter-of-credit rights, or electronic chattel paper (as such terms are defined by the UCC with corresponding provisions thereof defining what constitutes “control” for such items of collateral), with any agreements establishing control to be in form and substance reasonably satisfactory to Agent, and (C) otherwise to insure the continued perfection and priority of the Agent’s present security interest in any of the Property and future Collateral referred of the preservation of its rights therein. If Grantor shall at any time, acquire a “commercial tort claim” (as such term is defined in the UCC) with respect to thereinthe Property or any portion thereof, Grantor shall promptly notify Agent thereof in writing, providing a reasonable description and summary thereof, and shall have delivered execute a supplement to this Instrument in form and substance acceptable to Agent granting a security interest in such commercial tort claim to Agent. (3) Grantor hereby authorizes Agent, its counsel or its representative, at any time and from time to time, to file financing statements, amendments and continuations that describe or relate to the Collateral Agent: (i) proper financing statements (Form UCC-1 Property or the equivalent) authorized for filing under the UCC and filings with the United States Patent and Trademark Office and United States Copyright Office, if applicable, any portion thereof in such jurisdictions as Agent may deem necessary or other appropriate filing offices of each U.S. national or state jurisdiction as may be required desirable in order to perfect the security interests purported to be created granted by the Security Agreement (except to the extent expressly not required by the Security Agreement); (ii) all of the Pledged Collateral, if any, referred to in the Security Agreement and then owned by such Credit Party together with executed and undated endorsements for transfer in the case of Pledged Collateral constituting certificated securities and all other documents and instruments required to perfect the security interest of the Collateral Agent in the Collateral (except to the extent expressly not required by the Security Agreement); (iii) certified copies of a recent date of requests for information or copies (Form UCC-1), or equivalent reports as of a recent date, listing all effective financing statements that name Borrower Grantor under this Instrument or any other Loan Document, and such financing statements may contain, among other items as Agent may deem advisable to include therein, the federal tax identification number of Grantor. (4) Grantor shall not license, lease, sell or otherwise transfer any of the general intangibles to any third party during the term of this Instrument and the Credit Party as debtor Agreement without the prior written consent of the Agent (which consent may be withheld in the Agent’s sole discretion); and the Grantor will continue to use all trademarks, service marks and trade names in a consistent manner and shall take all commercially reasonable steps to properly maintain any formal registrations on the general intangibles that are filed in their respective jurisdictions of organization; and (iv) an executed Perfection Certificate; provided that material to the extent any lien search orvalue or operation of the Property, if applicableand to defend and enforce them, insurance certificate or endorsement, or any security interest in any Collateral is not able to be provided and/or perfected on for the Closing Date other than (x) Collateral constituting assets pursuant to which a security interest can be perfected by the filing term of a financing statement under the UCC or (y) Collateral constituting certificated Equity Interests of Borrower this Instrument and each of its material Domestic Wholly-Owned Subsidiaries to which a security interest can be perfected by the delivery of such certificates (to the extent required under the Credit Documents) (provided that, with respect to the Target on the Closing Date, the foregoing shall only apply to the extent such certificated Equity Interests are received from the Target after the Credit Parties’ use of commercially reasonable efforts and any such certificates not delivered on the Closing Date shall be delivered thereafter pursuant to Section 9.13), in each case, after the Credit Parties’ use of commercially reasonable efforts to do so without undue burden or expense, then the provision and/or delivery of any lien search or, if applicable, insurance certificate or endorsement, and/or the provision and/or perfection of a security interest in such Collateral (or related closing deliverables), as applicable, shall not be required as a condition to the Closing Date (and the provisions of this Section 6.09 shall be deemed to have been satisfied) but instead shall be required to be provided and/or perfected within 90 days after the Closing Date (or such later date as mutually agreed by the Administrative Agent and Borrower acting reasonably) pursuant to Section 9.13Agreement.

Security Agreement. On the Closing Initial Borrowing Date, each Credit ------------------ Party shall have duly authorized, executed and delivered to the Collateral Agent the a Security Agreement substantially in the form of Exhibit G G, together with such changes (or with such other documents) as may be amendedrequested by the Collateral Agent in connection with local law (as modified, amended and restated, modified, supplemented, extended or renewed supplemented from time to timetime in accordance with the terms thereof and hereof, the “"Security Agreement”") covering all of such Credit Party’s present and future Collateral referred to thereinthe Security Agreement Collateral, and shall have delivered to the Collateral Agenttogether with: (iA) proper financing statements executed copies of Financing Statements (Form UCC-1 and/or UCC-3) or the equivalent) authorized appropriate local equivalent in appropriate form for filing under the UCC and filings with the United States Patent and Trademark Office and United States Copyright Office, if applicable, or other appropriate filing offices local equivalent of each U.S. national or state jurisdiction as may be required necessary to perfect the security interests purported to be created by the Security Agreement; (B) certified copies of Requests for Information or Copies (Form UCC- 11), or equivalent reports, each of a recent date listing all effective financing statements that name Holdings, the Borrower or any of their respective Subsidiaries or a division or operating unit of any such Person, as debtor, and that are filed in the jurisdictions referred to in clause (A) above, together with copies of such financing statements (none of which shall cover the Collateral except (x) those with respect to which appropriate termination statements executed by the secured lender thereunder have been delivered to the Agent and (y) to the extent evidencing Permitted Liens); (C) evidence of the completion of all other recordings and filings of, or with respect to, the Security Agreement as may be necessary or, in the opinion of the Collateral Agent, desirable to perfect the security interests intended to be created by the Security Agreement (it being understood and agreed that UCC financing statements and termination statements and assignments of security interests in intellectual property shall be filed in the appropriate governmental office within three Business Days after the Initial Borrowing Date); and (D) evidence that all other actions necessary or, in the reasonable opinion of the Collateral Agent, desirable to perfect the security interests purported to be created by the Security Agreement (except to the extent expressly not required by the Security Agreement); (ii) all of the Pledged Collateral, if any, referred to in have been taken; and the Security Agreement and then owned by such Credit Party together with executed and undated endorsements for transfer in the case of Pledged Collateral constituting certificated securities and all other documents and instruments required to perfect the security interest of the Collateral Agent in the Collateral (except to the extent expressly not required by the Security Agreement); (iii) certified copies of a recent date of requests for information or copies (Form UCC-1), or equivalent reports as of a recent date, listing all effective financing statements that name Borrower or any other Credit Party as debtor and that are filed in their respective jurisdictions of organization; and (iv) an executed Perfection Certificate; provided that to the extent any lien search or, if applicable, insurance certificate or endorsement, or any security interest in any Collateral is not able to be provided and/or perfected on the Closing Date other than (x) Collateral constituting assets pursuant to which a security interest can be perfected by the filing of a financing statement under the UCC or (y) Collateral constituting certificated Equity Interests of Borrower and each of its material Domestic Wholly-Owned Subsidiaries to which a security interest can be perfected by the delivery of such certificates (to the extent required under the Credit Documents) (provided that, with respect to the Target on the Closing Date, the foregoing shall only apply to the extent such certificated Equity Interests are received from the Target after the Credit Parties’ use of commercially reasonable efforts and any such certificates not delivered on the Closing Date shall be delivered thereafter pursuant to Section 9.13), in each case, after the Credit Parties’ use of commercially reasonable efforts to do so without undue burden or expense, then the provision and/or delivery of any lien search or, if applicable, insurance certificate or endorsement, and/or the provision and/or perfection of a security interest in such Collateral (or related closing deliverables), as applicable, shall not be required as a condition to the Closing Date (full force and the provisions of this Section 6.09 shall be deemed to have been satisfied) but instead shall be required to be provided and/or perfected within 90 days after the Closing Date (or such later date as mutually agreed by the Administrative Agent and Borrower acting reasonably) pursuant to Section 9.13effect.

Security Agreement. On The Mortgagor and the Closing Date, each Credit Party Agent agree that this Mortgage shall have executed and delivered to the Collateral Agent the constitute a Security Agreement substantially in within the form of Exhibit G (as may be amended, amended and restated, modified, supplemented, extended or renewed from time to time, the “Security Agreement”) covering all of such Credit Party’s present and future Collateral referred to therein, and shall have delivered to the Collateral Agent: (i) proper financing statements (Form UCC-1 or the equivalent) authorized for filing under the UCC and filings with the United States Patent and Trademark Office and United States Copyright Office, if applicable, or other appropriate filing offices of each U.S. national or state jurisdiction as may be required to perfect the security interests purported to be created by the Security Agreement (except to the extent expressly not required by the Security Agreement); (ii) all meaning of the Pledged Collateral, if any, referred Code with respect to all property described herein in the Security Agreement and then owned by such Credit Party together with executed and undated endorsements for transfer in the case of Pledged Collateral constituting certificated securities and all other documents and instruments required to perfect the security interest of the Collateral Agent in the Collateral (except to the extent expressly not required by the Security Agreement); (iii) certified copies of a recent date of requests for information or copies (Form UCC-1), or equivalent reports as of a recent date, listing all effective financing statements that name Borrower or any other Credit Party as debtor and that are filed in their respective jurisdictions of organization; and (iv) an executed Perfection Certificate; provided that to the extent any lien search or, if applicable, insurance certificate or endorsement, or any security interest in any Collateral is not able to be provided and/or perfected on the Closing Date other than (x) Collateral constituting assets pursuant to which a security interest can be granted under Article 9 of the Code (the “Personal Property”; all of the Personal Property and the replacements, substitutions and additions thereto and the proceeds thereof being sometimes hereinafter collectively referred to as “Collateral”), and that a security interest in and to the Collateral is hereby granted to the Agent to secure payment of the Obligations. (a) The only persons having any interest in the Collateral are the Mortgagor, the Agent and holders of interests, if any, expressly permitted hereby. (b) No Financing Statement (other than Financing Statements showing the Agent as the sole secured party, or with respect to liens or encumbrances, if any, expressly permitted hereby) covering any of the Collateral or any proceeds thereof is on file in any public office except pursuant hereto; the Mortgagor, at its own cost and expense, upon demand, will furnish to the Agent such further information and will execute and deliver to the Agent such financing statements and other documents in form satisfactory to the Agent and will do all such acts as the Agent may request at any time or from time to time or as may be necessary or appropriate to establish and maintain a perfected security interest in the Collateral as security for the Obligations, subject to no other liens or encumbrances, other than liens or encumbrances benefiting the Agent and liens and encumbrances (if any) expressly permitted hereby. The Mortgagor will pay the cost of filing or recording such financing statements or other documents, and this instrument, in all public offices wherever filing or recording is deemed by the filing Agent to be desirable. The Mortgagor hereby irrevocably authorizes the Agent at any time, and from time to time, to file in any jurisdiction any initial financing statements and amendments thereto, without the signature of the Mortgagor covering the Collateral and containing such information as is required by Section 5 of Article 9 of the Uniform Commercial Code of the jurisdiction wherein such financing statement or amendment is filed. (c) Upon an Event of Default hereunder, the Agent shall have the remedies of a secured party under the Code, including, without limitation, the right to take immediate and exclusive possession of the Collateral. The Agent will give the Mortgagor at least ten (10) days notice of the time and place of any public sale of the Collateral or of the time after which any private sale or any other intended disposition thereof is made. The requirements of reasonable notice shall be met if such notice is mailed, by certified United States mail or equivalent, postage prepaid, to the address of the Mortgagor hereinafter set forth at least ten (10) days before the time of the sale or disposition. Any such sale may be held in conjunction with any foreclosure sale of the Property. If the Agent so elects, the Property and the Collateral may be sold as one lot. The net proceeds realized upon any such disposition, after deduction for the expenses of retaking, holding, preparing for sale, selling and the reasonable attorneys’ fees and legal expenses incurred by the Agent, shall be applied against the Obligations in such order or manner as the Agent shall select. The Agent will account to the Mortgagor for any surplus realized on such disposition. (d) The terms and provisions contained in this section, unless the context otherwise requires, shall have the meanings and be construed as provided in the Code. (e) This Mortgage is intended to be a financing statement under within the UCC or (ypurview of Section 9-502(3) Collateral constituting certificated Equity Interests of Borrower and each of its material Domestic Wholly-Owned Subsidiaries to which a security interest can be perfected by the delivery of such certificates (to the extent required under the Credit Documents) (provided that, Code with respect to the Target on Collateral and the Closing Dategoods described herein, the foregoing shall only apply which goods are or may become fixtures relating to the extent such certificated Equity Interests are received from the Target after the Credit Parties’ use of commercially reasonable efforts and any such certificates not delivered on the Closing Date shall be delivered thereafter pursuant to Section 9.13), in each case, after the Credit Parties’ use of commercially reasonable efforts to do so without undue burden or expense, then the provision and/or delivery of any lien search or, if applicable, insurance certificate or endorsement, and/or the provision and/or perfection of a security interest in such Collateral (or related closing deliverables), as applicable, shall not be required as a condition to the Closing Date (and the provisions of this Section 6.09 shall be deemed to have been satisfied) but instead shall be required to be provided and/or perfected within 90 days after the Closing Date (or such later date as mutually agreed by the Administrative Agent and Borrower acting reasonably) pursuant to Section 9.13Property.

Security Agreement. On the Closing Date(a) In order to secure payment of ASSOCIATE's payment obligations under this AGREEMENT, each Credit Party shall have executed and delivered ASSOCIATE grants to the Collateral Agent the Security Agreement substantially in the form of Exhibit G (as may be amended, amended and restated, modified, supplemented, extended or renewed from time to time, the “Security Agreement”) covering all of such Credit Party’s present and future Collateral referred to therein, and shall have delivered to the Collateral Agent: (i) proper financing statements (Form UCC-1 or the equivalent) authorized for filing under the UCC and filings with the United States Patent and Trademark Office and United States Copyright Office, if applicable, or other appropriate filing offices of each U.S. national or state jurisdiction as may be required to perfect the security interests purported to be created by the Security Agreement (except to the extent expressly not required by the Security Agreement); (ii) all of the Pledged Collateral, if any, referred to in the Security Agreement and then owned by such Credit Party together with executed and undated endorsements for transfer in the case of Pledged Collateral constituting certificated securities and all other documents and instruments required to perfect the security interest of the Collateral Agent in the Collateral (except to the extent expressly not required by the Security Agreement); (iii) certified copies of a recent date of requests for information or copies (Form UCC-1), or equivalent reports as of a recent date, listing all effective financing statements that name Borrower or any other Credit Party as debtor and that are filed in their respective jurisdictions of organization; and (iv) an executed Perfection Certificate; provided that to the extent any lien search or, if applicable, insurance certificate or endorsement, or any security interest in any Collateral is not able to be provided and/or perfected on the Closing Date other than (x) Collateral constituting assets pursuant to which a security interest can be perfected by the filing of a financing statement under the UCC or (y) Collateral constituting certificated Equity Interests of Borrower and each of its material Domestic Wholly-Owned Subsidiaries to which a security interest can be perfected by the delivery of such certificates (to the extent required under the Credit Documents) (provided that, with respect to the Target on the Closing Date, the foregoing shall only apply to the extent such certificated Equity Interests are received from the Target after the Credit Parties’ use of commercially reasonable efforts and any such certificates not delivered on the Closing Date shall be delivered thereafter pursuant to Section 9.13), in each case, after the Credit Parties’ use of commercially reasonable efforts to do so without undue burden or expense, then the provision and/or delivery of any lien search or, if applicable, insurance certificate or endorsement, and/or the provision and/or perfection of NECAM a security interest in the following: (1) the PRODUCTS which ASSOCIATE purchases from NECAM, (2) the proceeds of the sale, lease, installation, servicing, repair or maintenance of all such Collateral PRODUCTS (including, but not limited to, the related accounts) (3) contract rights related to the sale or lease of any of the PRODUCTS, and (4) the list of all customers to whom ASSOCIATE has sold or leased NEC PRODUCTS or provided related closing deliverablesinstallation, servicing, repair or maintenance services. (b) If ASSOCIATE defaults in its payment obligations to NECAM, NECAM may, in its discretion, declare all such payment obligations immediately due and payable, and in such event NECAM shall have all the rights and remedies of a secured party under the UCC. (c) Also, in such event, ASSOCIATE shall cooperate fully with NECAM's exercise of its rights under this Security Agreement, including but not limited to the turnover of all information required by NECAM to enforce its security interests hereunder, including all accounts receivable and customer records, and the notification of customers directing that payments on accounts receivable be sent directly to NECAM or its designee. (d) ASSOCIATE agrees to promptly sign and return to NECAM all documents which are deemed by NECAM to be necessary or prudent to perfect or otherwise protect the priority, validity and continuity of the security interest granted by ASSOCIATE to NECAM in Section 5(a). Such documents may include (but not necessarily be limited to) an appropriate UCC-1 form. In the event ASSOCIATE fails to execute such document(s), as applicablethen, shall not be required as a condition to the Closing Date extent permitted by law, NECAM may file such documents without obtaining ASSOCIATE's signature, as ASSOCIATE's attorney-in-fact (and the provisions of but only for this Section 6.09 shall be deemed to have been satisfied) but instead shall be required to be provided and/or perfected within 90 days after the Closing Date (or such later date as mutually agreed by the Administrative Agent and Borrower acting reasonably) pursuant to Section 9.13limited purpose).

Security Agreement. On or prior to the Closing Date, each Credit Party shall have executed and delivered to the Collateral Agent the Security Agreement substantially in the form of Exhibit G (as may be amended, amended and restated, modified, supplemented, extended or renewed from time to time, the “Security Agreement”) covering all of such Credit Party’s present and future Collateral referred to therein, and shall have delivered to the Collateral Agent: (i) proper financing statements (Form UCC-1 or the equivalent) authorized for filing under the UCC and filings with the United States Patent and Trademark Office and United States Copyright Office, if applicable, Office or other appropriate filing offices of each U.S. national or state jurisdiction as may be required reasonably necessary to perfect the security interests purported to be created by the Security Agreement (except to the extent expressly not required by the Security Agreement); (ii) all of the Pledged Collateral, if any, referred to in the Security Agreement and then owned by such Credit Party together with executed and undated endorsements for transfer in the case of Pledged Collateral constituting certificated securities and all other documents and instruments required to perfect the security interest of the Collateral Agent in the Collateral (except to the extent expressly not required by the Security Agreement)securities; (iii) certified copies of a recent date of requests for information or copies (Form UCC-1), or equivalent reports as of a recent date, listing all effective financing statements that name Borrower the Borrowers or any other Credit Party as debtor and that are filed in their respective the jurisdictions referred to in the Perfection Certificate, together with copies of organizationsuch financing statements; and (iv) an a Perfection Certificate executed Perfection Certificateby the Credit Parties; provided that to the extent any lien search or, if applicable, insurance certificate or endorsement, or any security interest in any Collateral is not able to be provided and/or perfected on the Closing Date other than (x) Collateral constituting assets pursuant to which a security interest can be perfected after the use by the filing of a financing statement under the UCC or (y) Collateral constituting certificated Equity Interests of Borrower and each of its material Domestic Wholly-Owned Subsidiaries to which a security interest can be perfected by the delivery of such certificates (to the extent required under the Credit Documents) (provided that, with respect to the Target on the Closing DateHoldings, the foregoing shall only apply to Borrowers and the extent such certificated Equity Interests are received from the Target after the Credit Parties’ use Subsidiary Guarantors of commercially reasonable efforts and any such certificates not delivered on the Closing Date shall be delivered thereafter pursuant to Section 9.13), in each case, after the Credit Parties’ use of commercially reasonable efforts to do so without undue burden or expense, then the provision and/or delivery of any lien search or, if applicable, insurance certificate or endorsement, and/or the provision and/or perfection of a security interest in such Collateral (or related closing deliverables), as applicable, shall not be required as a condition to the Closing Date (and the provisions of this Section 6.09 6.06 shall be deemed to have been satisfied) but instead satisfied and the Credit Parties shall be required to provide such Collateral in accordance with the provisions set forth in Section 9.13 if, and only if, each Credit Party shall have executed and delivered the Security Agreement and the Collateral Agent shall have a perfected security interest in all Collateral of the type for which perfection may be provided and/or perfected within 90 days after the Closing Date (or such later date as mutually agreed accomplished by the Administrative Agent filing of a UCC financing statement in the jurisdiction of organization of the applicable Credit Party or possession of certificated securities of Lead Borrower and the material Wholly-Owned Domestic Subsidiaries (to the extent required by the Security Agreement and, in the case of Lead Borrower acting reasonably) pursuant and the ISI Companies that are Subsidiaries of Lead Borrower after giving effect to Section 9.13the Contribution, to the extent they have been received by the Credit Parties after use of commercially reasonable efforts).

Security Agreement. On Except with respect to payments of Subordinated Debt permitted by clause (b) of Section 1.1 and the Closing Date, each Credit Party shall have executed and delivered to the Collateral Agent the Security Agreement substantially in the form of Exhibit G (as may be amended, amended and restated, modified, supplemented, extended or renewed from time to time, the “Security Agreement”) covering all of such Credit Party’s present and future Collateral referred to therein, and shall have delivered to the Collateral Agent: (i) proper financing statements (Form UCC-1 or the equivalent) authorized for filing under the UCC and filings with the United States Patent and Trademark Office and United States Copyright Office, if applicable, or other appropriate filing offices of each U.S. national or state jurisdiction as may be required to perfect the security interests purported to be created by the Security Agreement (except to the extent expressly not required by the Security Agreement); (ii) all of the Pledged Collateralsecurity, if any, referred to in received by a Subordinated Creditor with the Security Agreement and then owned by such Credit Party together with executed and undated endorsements for transfer in the case of Pledged Collateral constituting certificated securities and all other documents and instruments required to perfect the security interest prior written consent of the Collateral Agent requisite Lenders pursuant to Section 1.2 hereof, each Subordinated Creditor will hold in the Collateral (except trust for, and will promptly pay over to the extent expressly not required by Administrative Agent (for the Security Agreement); (iii) certified copies pro rata benefit of a recent date of requests for information or copies (Form UCC-1the Secured Parties), or equivalent reports as all amounts which such Subordinated Creditor receives on account of a recent date, listing all effective financing statements that name Borrower or any other Credit Party as debtor the Subordinated Debt and that are filed in their respective jurisdictions of organization; and (iv) an executed Perfection Certificate; provided that will assign and deliver to the extent Administrative Agent any lien search orsecurity which such Subordinated Creditor receives as collateral therefor and each Subordinated Creditor hereby assigns and pledges to the Administrative Agent for its benefit and the ratable benefit of each of the Secured Parties, if applicableand hereby grants to the Administrative Agent for its benefit and the ratable benefit of each of the Secured Parties, insurance certificate or endorsement, or any a security interest in any Collateral is not able and all dividends, distributions and other amounts and all other property (including any Capital Securities), whether now or hereafter existing or acquired by any Subordinated Creditor following the occurrence of any Default under Section 10.3 of the Credit Agreement unless otherwise permitted by the Credit Agreement. All amounts so paid and all realizations on account of security so assigned and delivered, and all payments and distributions on account of the Subordinated Debt received by the Administrative Agent pursuant to Section 1.4 hereof, shall be provided and/or perfected on applied to the Closing Date payment of the Total Debt or, if in a form other than (x) Collateral constituting cash, shall be held by the Administrative Agent for the ratable benefit of the Secured Parties as security for the Total Debt and disposed of in any lawful manner as such security. Upon the occurrence of the Total Debt Termination Date, any balance of such amounts or any security remaining in the hands of the Administrative Agent shall be paid over to, reassigned and redelivered to the applicable Subordinated Creditor, at its cost and expense. Dissolution or Insolvency. Upon any payment or distribution of assets pursuant of any Subordinated Debtor of any kind or character, whether in cash, property or Capital Securities, to creditors upon any dissolution or winding up or total or partial liquidation or reorganization of any Subordinated Debtor, whether voluntary or involuntary or in bankruptcy, insolvency, receivership, arrangement or other proceedings, all outstanding amounts in respect of the Total Debt shall first be indefeasibly paid in full in cash before any payment is made on account of any component of the Subordinated Debt. Upon any such dissolution or winding up or liquidation or reorganization, any payment or distribution of assets of any Subordinated Debtor of any kind or character, whether in cash, property or Capital Securities, to which any Subordinated Creditor would be entitled except for the provisions hereof, shall be paid by such Subordinated Debtor or by any receiver, trustee in bankruptcy, liquidating trustee, agent or other Person making such payment or distribution on behalf of such Subordinated Debtor, or by any Subordinated Creditor (if received by a security Subordinated Creditor), directly to the Administrative Agent (for the benefit of the Secured Parties) to the extent necessary to pay the Total Debt in cash in full, after giving effect to any concurrent payment or distribution made on account of the Total Debt, before any payment or distribution is made to any Subordinated Creditor on account of the Subordinated Debt. For such purpose, each Subordinated Creditor hereby assigns to the Administrative Agent (for the benefit of the Secured Parties) all right, title, claim and interest can be perfected by in and to any and all such payments and distributions on account of the Subordinated Debt. In furtherance of the terms of this Subordination Agreement, each Subordinated Creditor hereby irrevocably appoints the Administrative Agent as such Subordinated Creditor's attorney-in-fact, with full authority in the place and stead of such Subordinated Creditor and in the name of such Subordinated Creditor or otherwise, from time to time in the Administrative Agent's discretion, to take any action and to execute any instrument which the Administrative Agent may deem necessary or advisable to accomplish the purposes of this Subordination Agreement (including the filing of a financing statement under the UCC claims, proof of claim or (y) Collateral constituting certificated Equity Interests other instrument of Borrower and each of its material Domestic Wholly-Owned Subsidiaries to which a security interest can be perfected similar character by the delivery Administrative Agent on behalf (and in the name) of a Subordinated Creditor. Each Subordinated Creditor hereby acknowledges, consents and agrees that the power of attorney granted pursuant to this Section is irrevocable and coupled with an interest. Each Subordinated Creditor shall execute and deliver to the Administrative Agent any instruments of assignment or further assurance of such certificates (right, claim, title or interest as the Administrative Agent may hereafter request. The Administrative Agent is hereby irrevocably authorized and empowered, at its election and in its own name or in the name of each Subordinated Creditor, to the extent required under the Credit Documents) (provided that, execute and file any proof of claim or other document and to take any and all action with respect to the Target on the Closing Date, the foregoing shall only apply Subordinated Debt necessary or appropriate to ensure payment to the extent Administrative Agent of all such certificated Equity Interests are received from payments and distributions made on account of the Target after Subordinated Debt, and for such purpose each Subordinated Creditor will upon the Credit Parties’ use request of commercially reasonable efforts the Administrative Agent assign or endorse and any such certificates not delivered on the Closing Date shall be delivered thereafter pursuant to Section 9.13), in each case, after the Credit Parties’ use of commercially reasonable efforts to do so without undue burden or expense, then the provision and/or delivery of any lien search or, if applicable, insurance certificate or endorsement, and/or the provision and/or perfection of a security interest in such Collateral (or related closing deliverables), as applicable, shall not be required as a condition deliver to the Closing Date (Administrative Agent any instrument or instruments hereafter held by such Subordinated Creditor evidencing Subordinated Debt, and the provisions of this Section 6.09 shall be deemed to have been satisfied) but instead shall be required will execute and deliver or will cause to be provided and/or perfected within 90 days after the Closing Date (or such later date executed and delivered any and all affidavits, powers of attorney and other instruments and documents as mutually agreed may be requested by the Administrative Agent and Borrower acting reasonably) pursuant to Section 9.13for such purpose.

Security Agreement. On Specifically, but without limiting the Closing Dategenerality of Paragraph 36, each Credit Party shall have executed Landlord and delivered Tenant further intend and agree that, for the purpose of securing the payment of the above-described amounts and to further secure all other obligations of Tenant under the Collateral Agent the Security Agreement substantially in the form of Exhibit G (as may be amendedOperative Documents, amended and restated, modified, supplemented, extended or renewed from time to time, the “Security Agreement”) covering all of such Credit Party’s present and future Collateral referred to therein, and shall have delivered to the Collateral Agent: (i) proper financing statements (Form UCC-1 or the equivalent) authorized for filing under the UCC and filings with the United States Patent and Trademark Office and United States Copyright Office, if applicable, or other appropriate filing offices of each U.S. national or state jurisdiction as may this Lease shall also be required to perfect the security interests purported deemed to be created by a security agreement and financing statement within the Security Agreement (except to the extent expressly not required by the Security Agreement); (ii) all meaning of Article 9 of the Pledged Collateral, if any, referred to in the Security Agreement Maryland Uniform Commercial Code (it being understood that Tenant hereby conveys and then owned by such Credit Party together with executed warrants and undated endorsements for transfer in the case of Pledged Collateral constituting certificated securities and all other documents and instruments required to perfect the security interest of the Collateral Agent in the Collateral (except to the extent expressly not required by the Security Agreement); (iii) certified copies of a recent date of requests for information or copies (Form UCC-1), or equivalent reports as of a recent date, listing all effective financing statements that name Borrower or any other Credit Party as debtor and that are filed in their respective jurisdictions of organization; and (iv) an executed Perfection Certificate; provided that to the extent any lien search or, if applicable, insurance certificate or endorsement, or any security interest in any Collateral is not able to be provided and/or perfected on the Closing Date other than (x) Collateral constituting assets pursuant to which a security interest can be perfected by the filing of a financing statement under the UCC or (y) Collateral constituting certificated Equity Interests of Borrower and each of its material Domestic Wholly-Owned Subsidiaries to which a security interest can be perfected by the delivery of such certificates (to the extent required under the Credit Documents) (provided that, with respect to the Target on the Closing Date, the foregoing shall only apply to the extent such certificated Equity Interests are received from the Target after the Credit Parties’ use of commercially reasonable efforts and any such certificates not delivered on the Closing Date shall be delivered thereafter pursuant to Section 9.13), in each case, after the Credit Parties’ use of commercially reasonable efforts to do so without undue burden or expense, then the provision and/or delivery of any lien search or, if applicable, insurance certificate or endorsement, and/or the provision and/or perfection of grants a security interest in the Leased Premises and the other Tenant Collateral to Landlord (for the benefit of Landlord and the Credit Facility Provider) to secure all amounts advanced by Landlord and the Credit Facility Provider pursuant to the terms of the Operative Documents, together with interest thereon, and all other amounts payable under the Operative Documents and all other obligations of Tenant under the Operative Documents); (ii) the possession by Landlord or any of its agents of notes and such Collateral other items of property as constitute instruments, money, negotiable documents or chattel paper shall be deemed to be “possession by the secured party” for purposes of perfecting the security interest pursuant to Section 9-313 of the Maryland Uniform Commercial Code; and (iii) notifications to Persons holding such property, and acknowledgments, receipts or related closing deliverables)confirmations from financial intermediaries, bankers or agents (as applicable, shall not be required as a condition to the Closing Date (and the provisions ) of this Section 6.09 Tenant shall be deemed to have been satisfied) but instead shall given for the purpose of perfecting such security interest under any Law. Landlord and Tenant shall, to the extent consistent with this Lease, take such actions and execute, deliver, file and record such other documents, financing statements and mortgages as may be required necessary to ensure that, if the Lease was deemed to create a security interest in the Leased Premises and the other Tenant Collateral in accordance with this Paragraph 37, such security interest would be deemed to be provided and/or a first priority perfected within 90 days after security interest (subject only to the Closing Date (or Deeds of Trust) and will be maintained as such later date as mutually agreed by throughout the Administrative Agent and Borrower acting reasonably) pursuant to Section 9.13Term.

Security Agreement. On the Closing Effective Date, each Credit Party shall have duly authorized, executed and delivered to the Collateral Agent the Security Agreement substantially in the form of Exhibit G F (as may be amended, amended and restated, modified, supplemented, extended or renewed restated and/or supplemented from time to time, the “Security Agreement”) covering all of such Credit Party’s present and future Collateral referred to therein), and shall have delivered to the Collateral Agenttogether with: (ia) proper financing statements (Form UCC-1 or the equivalent) fully authorized for filing under the UCC and filings with the United States Patent and Trademark Office and United States Copyright Office, if applicable, or other appropriate filing offices of each U.S. national or state jurisdiction as may be required necessary or, in the reasonable opinion of the Collateral Agent, desirable, to perfect the security interests purported to be created by the Security Agreement Agreement; (except b) subject to the Intercreditor Agreement, delivery of (i) all certificates or other instruments (to the extent expressly not issuable, including by amending any applicable governing documents, in certificate form) representing all such Equity Interests required by to be delivered to the Collateral Agent pursuant to the Security Agreement); , together with undated stock powers or other instruments of transfer with respect thereto endorsed in blank and (ii) all promissory notes required to be delivered to the Collateral Agent pursuant to the Security Agreement, together with undated instruments of transfer with respect thereto endorsed in blank; (c) delivery of a completed Collateral Questionnaire dated the Effective Date and executed by an Authorized Officer of each Credit Party, together with all attachments contemplated thereby, including the results of a recent search, by a Person reasonably satisfactory to the Collateral Agent, of all effective UCC financing statements (or equivalent filings) made with respect to any personal property the creation of security interests in which is governed by the UCC of any Credit Party in the jurisdictions specified in the Collateral Questionnaire, together with copies of all such filings disclosed by such search; (d) evidence of the Pledged Collateralcompletion of all other recordings and filings of, if anyor with respect to, referred to in the Security Agreement and then owned by such Credit Party together with executed and undated endorsements for transfer in the case of Pledged Collateral constituting certificated securities and all other documents and instruments required as may be necessary to perfect and protect the security interest of interests intended to be created by the Collateral Agent in the Collateral (except Security Agreement to the extent expressly not required by the Security Agreement); (iii) certified copies of a recent date of requests for information or copies (Form UCC-1), or equivalent reports as of a recent date, listing all effective financing statements that name Borrower or any other Credit Party as debtor and that are filed in their respective jurisdictions of organizationthereby; and (ive) an executed Perfection Certificate; provided evidence that all other actions necessary to perfect and protect the extent any lien search or, if applicable, insurance certificate or endorsement, or any security interest in any Collateral is not able interests purported to be provided and/or perfected on the Closing Date other than (x) Collateral constituting assets pursuant to which a security interest can be perfected created by the filing of a financing statement under Security Agreement have been taken, and the UCC or (y) Collateral constituting certificated Equity Interests of Borrower and each of its material Domestic Wholly-Owned Subsidiaries to which a security interest can be perfected by the delivery of such certificates (to the extent required under the Credit Documents) (provided that, with respect to the Target on the Closing Date, the foregoing shall only apply to the extent such certificated Equity Interests are received from the Target after the Credit Parties’ use of commercially reasonable efforts and any such certificates not delivered on the Closing Date Security Agreement shall be delivered thereafter pursuant to Section 9.13), in each case, after the Credit Parties’ use of commercially reasonable efforts to do so without undue burden or expense, then the provision and/or delivery of any lien search or, if applicable, insurance certificate or endorsement, and/or the provision and/or perfection of a security interest in such Collateral (or related closing deliverables), as applicable, shall not be required as a condition to the Closing Date (full force and the provisions of this Section 6.09 shall be deemed to have been satisfied) but instead shall be required to be provided and/or perfected within 90 days after the Closing Date (or such later date as mutually agreed by the Administrative Agent and Borrower acting reasonably) pursuant to Section 9.13effect.

Security Agreement. On the Closing Restatement Effective Date, each Credit Party shall have duly authorized, executed and delivered to the Collateral Agent the an Amended and Restated Security Agreement substantially in the form of Exhibit G I (as may be amended, amended and restated, modified, supplemented, extended supplemented or renewed amended from time to time, the “"Security Agreement”") covering all of such Credit Party’s 's present and future Collateral referred to thereinSecurity Agreement Collateral, and shall have delivered to the Collateral Agenttogether with: (ia) proper financing statements Financing Statements (Form UCC-1 or the equivalentUCC-1) authorized fully executed for filing under the UCC and filings with the United States Patent and Trademark Office and United States Copyright Office, if applicable, or other appropriate filing offices of each U.S. national or state jurisdiction as may be required necessary or, in the reasonable opinion of the Collateral Agent, desirable to perfect the security interests purported to be created by the Security Agreement (except and evidence satisfactory to the extent expressly not required by Collateral Agent that such Financing Statements shall be filed prior to any Financing Statements filed pursuant to the Security Agreement)Receivables Facility; (ii) all of the Pledged Collateral, if any, referred to in the Security Agreement and then owned by such Credit Party together with executed and undated endorsements for transfer in the case of Pledged Collateral constituting certificated securities and all other documents and instruments required to perfect the security interest of the Collateral Agent in the Collateral (except to the extent expressly not required by the Security Agreement); (iiib) certified copies of a recent date of requests Requests for information Information or copies Copies (Form UCC-1UCC-11), or equivalent reports as of a recent datereports, listing all effective financing statements that name Borrower or any other Credit Party as debtor and that are filed in their respective the jurisdictions referred to in clause (a) above, together with copies of organizationsuch other financing statements (none of which shall cover the Collateral except to the extent evidencing Permitted Liens or in respect of which the Collateral Agent shall have re- ceived termination statements (Form UCC-3) or such other termination statements as shall be required by local law) fully executed for filing; (c) evidence of the completion of all other recordings and filings of, or with respect to, the Security Agreement as may be necessary or, in the reasonable opinion of the Collateral Agent, desirable to perfect the security interests intended to be created by the Security Agreement; (d) lockbox agreements and other agreements from deposit banks utilized pursuant to the Cash Management System, recognizing the security interests granted pursuant thereto and directing payments from deposit accounts to be made to the Concentration Account; and (ive) an executed Perfection Certificate; provided evidence that to the extent any lien search all other actions necessary or, if applicablein the reasonable opinion of the Collateral Agent, insurance certificate or endorsement, or any desirable to perfect and protect the security interest in any Collateral is not able interests purported to be provided and/or perfected on the Closing Date other than (x) Collateral constituting assets pursuant to which a security interest can be perfected created by the filing of a financing statement under the UCC or (y) Collateral constituting certificated Equity Interests of Borrower and each of its material Domestic Wholly-Owned Subsidiaries to which a security interest can be perfected by the delivery of such certificates (to the extent required under the Credit Documents) (provided that, with respect to the Target on the Closing Date, the foregoing shall only apply to the extent such certificated Equity Interests are received from the Target after the Credit Parties’ use of commercially reasonable efforts and any such certificates not delivered on the Closing Date shall be delivered thereafter pursuant to Section 9.13), in each case, after the Credit Parties’ use of commercially reasonable efforts to do so without undue burden or expense, then the provision and/or delivery of any lien search or, if applicable, insurance certificate or endorsement, and/or the provision and/or perfection of a security interest in such Collateral (or related closing deliverables), as applicable, shall not be required as a condition to the Closing Date (and the provisions of this Section 6.09 shall be deemed to Security Agreement have been satisfied) but instead shall be required to be provided and/or perfected within 90 days after the Closing Date (or such later date as mutually agreed by the Administrative Agent and Borrower acting reasonably) pursuant to Section 9.13taken.

Security Agreement. On or prior to the Merger Closing Date, the Borrower and each Credit Party Subsidiary Guarantor shall have duly authorized, executed and delivered to the Collateral Agent the a Security Agreement substantially in the form of Exhibit G G, together with such changes (or with such other documents) as may be amended, amended and restated, modified, supplemented, extended or renewed from time to time, the “Security Agreement”) covering all of such Credit Party’s present and future Collateral referred to therein, and shall have delivered to requested by the Collateral AgentAgent in connection with local law, together with: (i1) proper financing statements executed copies of Financing Statements (Form UCC-1 and/or UCC-3) or the equivalent) authorized appropriate local equivalent in appropriate form for filing under the UCC or appropriate local equivalent of each jurisdiction as may be necessary or, in the opinion of the Collateral Agent, desirable to perfect the security interests purported to be created by the Security Agreement; (2) executed copies of separate Trademark and filings with Patent and Copyright Security Agreements in the United States form set forth as Exhibits G and H to the Security Agreement in a form appropriate for filing in the U.S. Patent and Trademark Office and United States U.S. Copyright Office; (3) if the Merger Closing Date is more than 10 days after the Effective Date, if applicableupdates satisfactory to the Agent of the UCC searches delivered pursuant to Section 5.01(i)(3) (and with respect to any effective financing statements that name any Credit Party as debtor, either (x) appropriate termination statements executed by the secured party thereunder have been delivered to the Agent or (y) to such filings evidence Permitted Liens); (4) evidence of the completion of all other recordings and filings of, or other appropriate filing offices of each U.S. national or state jurisdiction with respect to, the Security Agreement as may be required necessary or, in the opinion of the Collateral Agent, desirable to perfect the security interests intended to be created by the Security Agreement; and (5) evidence that all other actions necessary or, in the reasonable opinion of the Collateral Agent, desirable to perfect the security interests purported to be created by the Security Agreement (except to the extent expressly not required by the Security Agreement); (ii) all of the Pledged Collateral, if any, referred to in have been taken; and the Security Agreement and then owned by such Credit Party together with executed and undated endorsements for transfer in the case of Pledged Collateral constituting certificated securities and all other documents and instruments required to perfect the security interest of the Collateral Agent in the Collateral (except to the extent expressly not required by the Security Agreement); (iii) certified copies of a recent date of requests for information or copies (Form UCC-1), or equivalent reports as of a recent date, listing all effective financing statements that name Borrower or any other Credit Party as debtor and that are filed in their respective jurisdictions of organization; and (iv) an executed Perfection Certificate; provided that to the extent any lien search or, if applicable, insurance certificate or endorsement, or any security interest in any Collateral is not able to be provided and/or perfected on the Closing Date other than (x) Collateral constituting assets pursuant to which a security interest can be perfected by the filing of a financing statement under the UCC or (y) Collateral constituting certificated Equity Interests of Borrower and each of its material Domestic Wholly-Owned Subsidiaries to which a security interest can be perfected by the delivery of such certificates (to the extent required under the Credit Documents) (provided that, with respect to the Target on the Closing Date, the foregoing shall only apply to the extent such certificated Equity Interests are received from the Target after the Credit Parties’ use of commercially reasonable efforts and any such certificates not delivered on the Closing Date shall be delivered thereafter pursuant to Section 9.13), in each case, after the Credit Parties’ use of commercially reasonable efforts to do so without undue burden or expense, then the provision and/or delivery of any lien search or, if applicable, insurance certificate or endorsement, and/or the provision and/or perfection of a security interest in such Collateral (or related closing deliverables), as applicable, shall not be required as a condition to the Closing Date (full force and the provisions of this Section 6.09 shall be deemed to have been satisfied) but instead shall be required to be provided and/or perfected within 90 days after the Closing Date (or such later date as mutually agreed by the Administrative Agent and Borrower acting reasonably) pursuant to Section 9.13effect.

Security Agreement. On To secure repayment of this Note and all other Obligations (as defined below) together with all modifications, extensions and renewals thereof, Borrower hereby grants Lender a continuing security interest in all right, title and interest of Borrower in and to the Closing Datefollowing property, each Credit Party shall have whether now owned or hereafter acquired (collectively, the “Collateral”): (i) any and all property in which Lender and/or any affiliate of Fifth Third Bancorp (including without limitation Fifth Third Securities, Inc.) is at any time granted a lien for any Obligation including, without limitation, all collateral specified in any of the documents executed and in connection with this Note, (ii) all property in possession of Lender and/or any affiliate of Fifth Third Bancorp (including without limitation Fifth Third Securities, Inc.) including, without limitation, money, securities, instruments, documents, letters of credit, chattel paper, or other property delivered to the Collateral Agent the Security Agreement substantially Lender in transit, for safekeeping, or for collection or exchange for other property, (iii) all rights to payment from, and claims against, Lender, and (iv) any and all additions, substitutions, dividends, distributions (in the form of Exhibit G cash, property, stock or other securities) and other rights related or in addition to the foregoing, and any and all proceeds therefrom (the “Distributions”). Borrower agrees to immediately deliver to Lender all documents, certificates and instruments evidencing the Distributions and any additional documentation requested by Lender to perfect and protect Lender’s security interest therein, and until such delivery Borrower shall hold the same in trust for Lender. Borrower also grants Lender a security interest in all of the Collateral as agent for all affiliates of Fifth Third Bancorp for all Obligations of Borrower to such affiliates. Said security interest shall not be enforced to the extent prohibited by the Truth in Lending Act as implemented by Federal Reserve Regulation Z. Borrower acknowledges and agrees that the principal, interest and other amounts payable by Borrower are secured by that certain Open-End Mortgage and Security Agreement of even date herewith executed and delivered by the Borrower to Lender, covering certain real and personal property located in ▇▇▇▇▇▇▇▇ County, Ohio (as may be amended, amended and restated, modified, supplemented, extended or renewed from time to time, the “Security AgreementMortgage”) covering all of such Credit Party’s present and future Collateral referred to therein, and shall have delivered to the Collateral Agent: (i) proper financing statements (Form UCC-1 or the equivalent) authorized for filing under the UCC and filings with the United States Patent and Trademark Office and United States Copyright Office, if applicable, or other appropriate filing offices of each U.S. national or state jurisdiction as may be required to perfect the security interests purported to be created by the Security Agreement (except to the extent expressly not required by the Security Agreement); (ii) all of the Pledged Collateral, if any, referred to in the Security Agreement and then owned by such Credit Party together with executed and undated endorsements for transfer in the case of Pledged Collateral constituting certificated securities and all other documents and instruments required to perfect the security interest of the Collateral Agent in the Collateral (except to the extent expressly not required by the Security Agreement); (iii) certified copies of a recent date of requests for information or copies (Form UCC-1), or equivalent reports as of a recent date, listing all effective financing statements that name Borrower or any other Credit Party as debtor and that are filed in their respective jurisdictions of organization; and (iv) an executed Perfection Certificate; provided that to the extent any lien search or, if applicable, insurance certificate or endorsement, or any security interest in any Collateral is not able to be provided and/or perfected on the Closing Date other than (x) Collateral constituting assets pursuant to which a security interest can be perfected by the filing of a financing statement under the UCC or (y) Collateral constituting certificated Equity Interests of Borrower and each of its material Domestic Wholly-Owned Subsidiaries to which a security interest can be perfected by the delivery of such certificates (to the extent required under the Credit Documents) (provided that, with respect to the Target on the Closing Date, the foregoing shall only apply to the extent such certificated Equity Interests are received from the Target after the Credit Parties’ use of commercially reasonable efforts and any such certificates not delivered on the Closing Date shall be delivered thereafter pursuant to Section 9.13), in each case, after the Credit Parties’ use of commercially reasonable efforts to do so without undue burden or expense, then the provision and/or delivery of any lien search or, if applicable, insurance certificate or endorsement, and/or the provision and/or perfection of a security interest in such Collateral (or related closing deliverables), as applicable, shall not be required as a condition to the Closing Date (and the provisions of this Section 6.09 shall be deemed to have been satisfied) but instead shall be required to be provided and/or perfected within 90 days after the Closing Date (or such later date as mutually agreed by the Administrative Agent and Borrower acting reasonably) pursuant to Section 9.13.

Security Agreement. On the Closing Initial Borrowing Date, each Credit Party shall have duly authorized, executed and delivered to the Collateral Agent the Security Agreement substantially in the form of Exhibit G I (as may be amended, amended and restated, modified, supplemented, extended modified or renewed supplemented from time to time, the “Security Agreement”) covering all of such Credit Party’s present and future Collateral referred to thereinSecurity Agreement Collateral, and shall have delivered to the Collateral Agenttogether with: (i) proper financing statements (Form UCC-1 or the equivalent) authorized fully executed for filing under the UCC and filings with the United States Patent and Trademark Office and United States Copyright Office, if applicable, or other appropriate filing offices of each U.S. national or state jurisdiction as may be required necessary or, in the reasonable opinion of the Collateral Agent, desirable, to perfect the security interests purported to be created by the Security Agreement (except to the extent expressly not required by the Security Agreement); (ii) all of the Pledged Collateral, if any, referred to in the Security Agreement and then owned by such Credit Party together with executed and undated endorsements for transfer in the case of Pledged Collateral constituting certificated securities and all other documents and instruments required to perfect the security interest of the Collateral Agent in the Collateral (except to the extent expressly not required by the Security Agreement); (iii) certified copies of a recent date of requests for information or copies (Form UCC-1UCC-11), or equivalent reports as of a recent date, listing all effective financing statements that name the Borrower or any other Credit Party of its Subsidiaries as debtor and that are filed in their respective the jurisdictions referred to in clause (i) above and in such other jurisdictions in which Collateral is located on the Initial Borrowing Date, together with copies of organizationsuch other financing statements that name the Borrower or any of its Subsidiaries as debtor (none of which shall cover any of the Collateral except (x)to the extent evidencing Permitted Liens or (y)those in respect of which the Collateral Agent shall have received termination statements (Form UCC-3) or such other termination statements as shall be required by local law fully executed for filing); (iii) evidence of the completion of all other recordings and filings of, or with respect to, the Security Agreement as may be necessary or, in the reasonable opinion of the Collateral Agent, desirable, to perfect the security interests intended to be created by the Security Agreement; (iv) to the extent required by the Security Agreement, executed Control Agreements in respect of any Deposit Account maintained by any Credit Party in the United States on the Initial Borrowing Date; and (ivv) an executed Perfection Certificate; provided evidence that to the extent any lien search all other actions necessary or, if applicablein the opinion of the Collateral Agent, insurance certificate or endorsement, or any desirable (including the receipt of the respective control agreements referred to in the Security Agreement) to perfect and protect the security interest in any Collateral is not able interests purported to be provided and/or perfected on the Closing Date other than (x) Collateral constituting assets pursuant to which a security interest can be perfected created by the filing of a financing statement under Security Agreement have been taken, and the UCC or (y) Collateral constituting certificated Equity Interests of Borrower and each of its material Domestic Wholly-Owned Subsidiaries to which a security interest can be perfected by the delivery of such certificates (to the extent required under the Credit Documents) (provided that, with respect to the Target on the Closing Date, the foregoing shall only apply to the extent such certificated Equity Interests are received from the Target after the Credit Parties’ use of commercially reasonable efforts and any such certificates not delivered on the Closing Date Security Agreement shall be delivered thereafter pursuant to Section 9.13), in each case, after the Credit Parties’ use of commercially reasonable efforts to do so without undue burden or expense, then the provision and/or delivery of any lien search or, if applicable, insurance certificate or endorsement, and/or the provision and/or perfection of a security interest in such Collateral (or related closing deliverables), as applicable, shall not be required as a condition to the Closing Date (full force and the provisions of this Section 6.09 shall be deemed to have been satisfied) but instead shall be required to be provided and/or perfected within 90 days after the Closing Date (or such later date as mutually agreed by the Administrative Agent and Borrower acting reasonably) pursuant to Section 9.13effect.

Security Agreement. On the Closing Date(a) In order to secure payment of ASSOCIATE's payment obligations under this Agreement, each Credit Party shall have executed and delivered ASSOCIATE grants to the Collateral Agent the Security Agreement substantially in the form of Exhibit G (as may be amended, amended and restated, modified, supplemented, extended or renewed from time to time, the “Security Agreement”) covering all of such Credit Party’s present and future Collateral referred to therein, and shall have delivered to the Collateral Agent: (i) proper financing statements (Form UCC-1 or the equivalent) authorized for filing under the UCC and filings with the United States Patent and Trademark Office and United States Copyright Office, if applicable, or other appropriate filing offices of each U.S. national or state jurisdiction as may be required to perfect the security interests purported to be created by the Security Agreement (except to the extent expressly not required by the Security Agreement); (ii) all of the Pledged Collateral, if any, referred to in the Security Agreement and then owned by such Credit Party together with executed and undated endorsements for transfer in the case of Pledged Collateral constituting certificated securities and all other documents and instruments required to perfect the security interest of the Collateral Agent in the Collateral (except to the extent expressly not required by the Security Agreement); (iii) certified copies of a recent date of requests for information or copies (Form UCC-1), or equivalent reports as of a recent date, listing all effective financing statements that name Borrower or any other Credit Party as debtor and that are filed in their respective jurisdictions of organization; and (iv) an executed Perfection Certificate; provided that to the extent any lien search or, if applicable, insurance certificate or endorsement, or any security interest in any Collateral is not able to be provided and/or perfected on the Closing Date other than (x) Collateral constituting assets pursuant to which a security interest can be perfected by the filing of a financing statement under the UCC or (y) Collateral constituting certificated Equity Interests of Borrower and each of its material Domestic Wholly-Owned Subsidiaries to which a security interest can be perfected by the delivery of such certificates (to the extent required under the Credit Documents) (provided that, with respect to the Target on the Closing Date, the foregoing shall only apply to the extent such certificated Equity Interests are received from the Target after the Credit Parties’ use of commercially reasonable efforts and any such certificates not delivered on the Closing Date shall be delivered thereafter pursuant to Section 9.13), in each case, after the Credit Parties’ use of commercially reasonable efforts to do so without undue burden or expense, then the provision and/or delivery of any lien search or, if applicable, insurance certificate or endorsement, and/or the provision and/or perfection of NECAM a security interest in the following: Revised 5/2000 (1) the PRODUCTS which ASSOCIATE purchases from NECAM, (2) the proceeds of the sale, lease, installation, servicing, repair or maintenance of all such Collateral PRODUCTS (including, but not limited to, the related accounts), (3) contract rights related to the sale or lease of any of the PRODUCTS, and (4) the list of all customers to whom ASSOCIATE has sold or leased NECAM PRODUCTS or provided related closing deliverablesinstallation, servicing, repair or maintenance services. (b) If ASSOCIATE defaults in its payment obligations to NECAM, NECAM may, in its discretion, declare all such payment obligations immediately due and payable, and in such event NECAM shall have all the rights and remedies of a secured party under the UCC. (c) Also, in such event, ASSOCIATE shall cooperate fully with NECAM's exercise of its rights under this Section, including but not limited to the turnover of all information required by NECAM to enforce its security interests hereunder, including all accounts receivable and customer records, and the notification of customers directing that payments on accounts receivable be sent directly to NECAM or its designee. (d) ASSOCIATE agrees to promptly sign and return to NECAM all documents which are deemed by NECAM to be necessary or prudent to perfect or otherwise protect the priority, validity and continuity of the security interest granted by ASSOCIATE to NECAM in Section 5(a). Such documents may include (but not necessarily be limited to) an appropriate UCC-1 form. In the event ASSOCIATE fails to execute such document(s), as applicablethen, shall not be required as a condition to the Closing Date extent permitted by law, NECAM may file such documents without obtaining ASSOCIATE's signature, as ASSOCIATE's attorney-in-fact (and the provisions but only for this limited purpose). ASSOCIATE further agrees that NECAM may file a copy of this Section 6.09 shall ASSOCIATE Agreement to perfect or protect the priority, validity and continuity of such security interest as may be deemed to have been satisfied) but instead shall be required to be provided and/or perfected within 90 days after the Closing Date (or such later date as mutually agreed permitted by the Administrative Agent and Borrower acting reasonably) pursuant to Section 9.13applicable law.

Security Agreement. On the Closing Initial Borrowing Date, each Credit Party the Borrower and its Subsidiaries shall have duly authorized, executed and delivered to the Collateral Agent the a Security Agreement substantially in the form of Exhibit G H (as may be amended, amended and restated, modified, supplementedextended, extended renewed, replaced, restated or renewed supplemented from time to time, the “"Security Agreement”") covering all of such Credit Party’s the Borrower's and its Subsidiaries' present and future Collateral referred to thereinSecurity Agreement Collateral, and shall have delivered to the Collateral Agenttogether with: (ia) proper financing statements Financing Statements (Form UCC-1 or the equivalentUCC-1) authorized fully executed for filing under the UCC and filings with the United States Patent and Trademark Office and United States Copyright Office, if applicable, or other appropriate filing offices of each U.S. national or state jurisdiction as may be required necessary or, in the reasonable opinion of the Collateral Agent, desirable to perfect the security interests purported to be created by the Security Agreement (except to the extent expressly not required by the Security Agreement); (ii) all of the Pledged Collateral, if any, referred to in the Security Agreement and then owned by such Credit Party together with executed and undated endorsements for transfer in the case of Pledged Collateral constituting certificated securities and all other documents and instruments required to perfect the security interest of the Collateral Agent in the Collateral (except to the extent expressly not required by the Security Agreement); (iiib) certified copies of a recent date of requests Requests for information Information or copies Copies (Form UCC-1UCC-11), or equivalent reports as of a recent datereports, listing all effective financing statements that name the Borrower or any other Credit Party of its Subsidiaries as debtor and that are filed in their respective the jurisdictions referred to in clause (a) above, together with copies of organizationsuch other financing statements (none of which shall cover the Collateral except to the extent evidencing Permitted Liens or in respect of which the Collateral Agent shall have received termination statements (Form UCC-3) or such other termination statements as shall be required by local law); (c) evidence of the completion (or that such completion will occur within 10 days of the Initial Borrowing Date) of all other recordings and filings of, or with respect to, the Security Agreement as may be necessary or, in the reasonable opinion of the Collateral Agent, desirable to perfect the security interests intended to be created by the Security Agreement; and (ivd) an executed Perfection Certificate; provided evidence that to the extent any lien search all other actions necessary or, if applicablein the reasonable opinion of the Collateral Agent, insurance certificate or endorsement, or any desirable to perfect and protect the security interest in any Collateral is not able interests purported to be provided and/or perfected on the Closing Date other than (x) Collateral constituting assets pursuant to which a security interest can be perfected created by the filing of a financing statement under the UCC or (y) Collateral constituting certificated Equity Interests of Borrower and each of its material Domestic Wholly-Owned Subsidiaries to which a security interest can be perfected by the delivery of such certificates (to the extent required under the Credit Documents) (provided that, with respect to the Target on the Closing Date, the foregoing shall only apply to the extent such certificated Equity Interests are received from the Target after the Credit Parties’ use of commercially reasonable efforts and any such certificates not delivered on the Closing Date shall be delivered thereafter pursuant to Section 9.13), in each case, after the Credit Parties’ use of commercially reasonable efforts to do so without undue burden or expense, then the provision and/or delivery of any lien search or, if applicable, insurance certificate or endorsement, and/or the provision and/or perfection of a security interest in such Collateral (or related closing deliverables), as applicable, shall not be required as a condition to the Closing Date (and the provisions of this Section 6.09 shall be deemed to Security Agreement have been satisfied) but instead shall taken or will be required to be provided and/or perfected taken within 90 10 days after of the Closing Date (or such later date as mutually agreed by the Administrative Agent and Borrower acting reasonably) pursuant to Section 9.13Initial Borrowing Date.

Security Agreement. On the Closing Date(a) In order to secure payment of ASSOCIATE's payment obligations under this AGREEMENT, each Credit Party shall have executed and delivered ASSOCIATE grants to the Collateral Agent the Security Agreement substantially in the form of Exhibit G (as may be amended, amended and restated, modified, supplemented, extended or renewed from time to time, the “Security Agreement”) covering all of such Credit Party’s present and future Collateral referred to therein, and shall have delivered to the Collateral Agent: (i) proper financing statements (Form UCC-1 or the equivalent) authorized for filing under the UCC and filings with the United States Patent and Trademark Office and United States Copyright Office, if applicable, or other appropriate filing offices of each U.S. national or state jurisdiction as may be required to perfect the security interests purported to be created by the Security Agreement (except to the extent expressly not required by the Security Agreement); (ii) all of the Pledged Collateral, if any, referred to in the Security Agreement and then owned by such Credit Party together with executed and undated endorsements for transfer in the case of Pledged Collateral constituting certificated securities and all other documents and instruments required to perfect the security interest of the Collateral Agent in the Collateral (except to the extent expressly not required by the Security Agreement); (iii) certified copies of a recent date of requests for information or copies (Form UCC-1), or equivalent reports as of a recent date, listing all effective financing statements that name Borrower or any other Credit Party as debtor and that are filed in their respective jurisdictions of organization; and (iv) an executed Perfection Certificate; provided that to the extent any lien search or, if applicable, insurance certificate or endorsement, or any security interest in any Collateral is not able to be provided and/or perfected on the Closing Date other than (x) Collateral constituting assets pursuant to which a security interest can be perfected by the filing of a financing statement under the UCC or (y) Collateral constituting certificated Equity Interests of Borrower and each of its material Domestic Wholly-Owned Subsidiaries to which a security interest can be perfected by the delivery of such certificates (to the extent required under the Credit Documents) (provided that, with respect to the Target on the Closing Date, the foregoing shall only apply to the extent such certificated Equity Interests are received from the Target after the Credit Parties’ use of commercially reasonable efforts and any such certificates not delivered on the Closing Date shall be delivered thereafter pursuant to Section 9.13), in each case, after the Credit Parties’ use of commercially reasonable efforts to do so without undue burden or expense, then the provision and/or delivery of any lien search or, if applicable, insurance certificate or endorsement, and/or the provision and/or perfection of NECAM a security interest in the following: (1) the PRODUCTS which ASSOCIATE purchases from NECAM, (2) the proceeds of the sale, lease, installation, servicing, repair or maintenance of all such Collateral PRODUCTS (including, but not limited to, the related accounts) (3) contract rights related to the sale or lease of any of the PRODUCTS, and (4) the list of all customers to whom ASSOCIATE has sold or leased NECAM PRODUCTS or provided related closing deliverablesinstallation, servicing, repair or maintenance services. (b) If ASSOCIATE defaults in its payment obligations to NECAM, NECAM may, in its discretion, declare all such payment obligations immediately due and payable, and in such event NECAM shall have all rights and remedies of a secured party under the UCC. (c) Also, in such event, ASSOCIATE shall cooperate fully with NECAM's exercise of its rights under this Security Agreement, including but not limited to the turnover of all information required by NECAM to enforce its security interests hereunder, including all accounts receivable and customer records, and the notification of customers directing that payments on accounts receivable be sent directly to NECAM or its designee. (d) ASSOCIATE agrees to promptly sign and return to NECAM all documents which are deemed by NECAM to be necessary or prudent to perfect or otherwise protect the priority, validity and continuity of the security interest granted by ASSOCIATE to NECAM in Section 5(a). Such documents may include (but not necessarily be limited to) an appropriate UCC-1 form. In the event ASSOCIATE fails to execute such document(s), as applicablethen, shall not be required as a condition to the Closing Date extent permitted by law, NECAM may file such documents without obtaining ASSOCIATE's signature, as ASSOCIATE's attorney-in-fact (and the provisions but only for this limited purpose). ASSOCIATE further agrees that NECAM may file a copy of this Section 6.09 shall ASSOCIATE AGREEMENT to perfect or protect the priority, validity and continuity of such securty interest as may be deemed to have been satisfied) but instead shall be required to be provided and/or perfected within 90 days after the Closing Date (or such later date as mutually agreed permitted by the Administrative Agent and Borrower acting reasonably) pursuant to Section 9.13applicable law.

Security Agreement. On the Closing Date, the Borrower and each Credit Party of the Guarantors shall have duly authorized, executed and delivered to the Collateral Agent the a Security Agreement substantially in the form of Exhibit G F (as may be amendedmodified, amended and restated, modified, supplemented, extended or renewed supplemented from time to timetime in accordance with the terms thereof and hereof, the “"Security Agreement”") covering all of such Credit Party’s present and future Collateral referred to therein, and shall have delivered to the Collateral Agenttogether with: (iA) proper financing statements executed copies of Financing Statements (Form UCC-1 or the equivalentUCC-1) authorized in appropriate form for filing under the UCC and filings with the United States Patent and Trademark Office and United States Copyright Office, if applicable, or other appropriate filing offices of each U.S. national or state jurisdiction as may be required necessary to perfect the security interests purported to be created by the Security Agreement Agreement; (B) certified copies of Requests for Information or Copies (Form UCC-11), or equivalent reports, each of recent date listing all effective financing statements that name Holdings, the Borrower or any of their respective Subsidiaries as debtor and that are filed in the jurisdictions referred to in clause (A), together with copies of such financing statements (none of which shall cover the Collateral except (x) those with respect to which appropriate termination statements executed by the secured lender thereunder have been delivered to the Agent and (y) to the extent expressly not required by the Security Agreementevidencing Permitted Liens); (iiC) subject to Section 11.20, evidence that, with respect to all Certificated Units of the Pledged CollateralBorrower and its Subsidiaries on the Closing Date, if any, referred to in the Security Agreement and then owned by such Credit Party together with executed and undated endorsements for transfer in the case either (x) a notation of Pledged Collateral constituting certificated securities and all other documents and instruments required to perfect the security interest of the Collateral Agent has been made on the certificate of title with respect thereto (or application for such notation has been, or will substantially concurrently with the Closing be, made) which notation shall, under applicable state law, perfect the Collateral Agent's security interest therein or (y) an opinion of counsel satisfactory to the Agent to the effect that such notation of a security interest on the relevant certificate of title under applicable state law is not required to perfect the security interests therein created pursuant to the Security Agreement; (D) subject to Section 11.19, evidence that all other filings of, or with respect to, the Security Agreement as may be necessary or, in the opinion of the Collateral (except Agent, desirable to perfect the extent expressly not required security interests intended to be created by the Security Agreement); (iii) certified copies of a recent date of requests for information Agreement have been completed or copies (Form UCC-1), or equivalent reports as of a recent date, listing all effective financing statements that name Borrower or any other Credit Party as debtor and that are filed in their respective jurisdictions of organizationwill be completed substantially concurrently with the Closing; and (ivE) an executed Perfection Certificate; provided subject to Section 11.19, evidence that to the extent any lien search all other actions necessary or, if applicablein the reasonable opinion of the Collateral Agent, insurance certificate or endorsement, or any desirable to perfect and protect the security interest in any Collateral is not able interests purported to be provided and/or perfected on the Closing Date other than (x) Collateral constituting assets pursuant to which a security interest can be perfected created by the filing of a financing statement under the UCC or (y) Collateral constituting certificated Equity Interests of Borrower and each of its material Domestic Wholly-Owned Subsidiaries to which a security interest can be perfected by the delivery of such certificates (to the extent required under the Credit Documents) (provided that, with respect to the Target on the Closing Date, the foregoing shall only apply to the extent such certificated Equity Interests are received from the Target after the Credit Parties’ use of commercially reasonable efforts and any such certificates not delivered on the Closing Date shall be delivered thereafter pursuant to Section 9.13), in each case, after the Credit Parties’ use of commercially reasonable efforts to do so without undue burden or expense, then the provision and/or delivery of any lien search or, if applicable, insurance certificate or endorsement, and/or the provision and/or perfection of a security interest in such Collateral (or related closing deliverables), as applicable, shall not be required as a condition to the Closing Date (and the provisions of this Section 6.09 shall be deemed to Security Agreement have been satisfied) but instead shall be required to be provided and/or perfected within 90 days after the Closing Date (or such later date as mutually agreed by the Administrative Agent and Borrower acting reasonably) pursuant to Section 9.13taken.

Security Agreement. On the Closing Effective Date, each Credit Party shall have duly authorized, executed and delivered to the Collateral Agent the Security Agreement substantially in the form of Exhibit G H (as may be amended, amended and restated, modified, supplemented, extended modified or renewed supplemented from time to time, the “"Security Agreement”") covering all of such Credit Party’s present and future Collateral referred to therein's Security Agreement Collateral, and shall have delivered to the Collateral Agenttogether with: (i) proper financing statements (Form UCC-1 or the equivalent) fully authorized for filing under the UCC and filings with the United States Patent and Trademark Office and United States Copyright Office, if applicable, or other appropriate filing offices of each U.S. national or state jurisdiction as may be required necessary or, in the reasonable opinion of the Collateral Agent desirable, to perfect the security interests purported to be created by the Security Agreement (except to the extent expressly not required by the Security Agreement); (ii) all of the Pledged Collateral, if any, referred to in the Security Agreement and then owned by such Credit Party together with executed and undated endorsements for transfer in the case of Pledged Collateral constituting certificated securities and all other documents and instruments required to perfect the security interest of the Collateral Agent in the Collateral (except to the extent expressly not required by the Security Agreement); (iii) certified copies of a recent date of requests for information or copies (Form UCC-1UCC-11), or equivalent reports as of a recent date, listing all effective financing statements that name the Borrower or any other Credit Party of its Subsidiaries as debtor and that are filed in their respective the jurisdictions referred to in clause (i) above and in such other jurisdictions in which Collateral is located on the Effective Date, together with copies of organizationsuch other financing statements that name the Borrower or any of its Subsidiaries as debtor (none of which shall cover any of the Collateral except (x) to the extent evidencing Permitted Liens or (y) those in respect of which the Collateral Agent shall have received termination statements (Form UCC-3) or such other termination statements as shall be required by local law fully executed for filing); (iii) evidence of the completion of all other recordings and filings of, or with respect to, the Security Agreement as may be necessary or, in the reasonable opinion of the Collateral Agent desirable, to perfect the security interests intended to be created by the Security Agreement; and (iv) an executed Perfection Certificate; provided evidence that to the extent any lien search all other actions necessary or, if applicable, insurance certificate or endorsement, or any in the reasonable opinion of the Collateral Agent desirable to perfect and protect the security interest in any Collateral is not able interests purported to be provided and/or perfected on the Closing Date other than (x) Collateral constituting assets pursuant to which a security interest can be perfected created by the filing of a financing statement under Security Agreement have been taken, and the UCC or (y) Collateral constituting certificated Equity Interests of Borrower Security Agreement shall be in full force and each of its material Domestic Wholly-Owned Subsidiaries to which a security interest can be perfected by the delivery of such certificates (to the extent required under the Credit Documents) (provided that, with respect to the Target on the Closing Dateeffect. In addition, the foregoing Borrower shall only apply to the extent such certificated Equity Interests are received from the Target after the Credit Parties’ use of commercially reasonable efforts and any such certificates not delivered on the Closing Date shall be delivered thereafter pursuant to Section 9.13), in each case, after the Credit Parties’ use of have used its commercially reasonable efforts to do so without undue burden or expense, then obtain "control agreements" in the provision and/or delivery of any lien search or, if applicable, insurance certificate or endorsement, and/or the provision and/or perfection of a security interest in such Collateral (or related closing deliverables), form attached as applicable, shall not be required as a condition Annex G to the Closing Date Security Agreement (and the provisions of this Section 6.09 shall with such modifications thereto as may be deemed agreed to have been satisfied) but instead shall be required to be provided and/or perfected within 90 days after the Closing Date (or such later date as mutually agreed by the Administrative Agent) from ▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ Bank with respect to those deposit accounts listed on Annex F-2 to the Security Agreement, and the Borrower shall have delivered to the Administrative Agent and Borrower acting reasonably) pursuant to Section 9.13fully executed counterparts of those "control agreements" so obtained by the Effective Date.

Security Agreement. On the Closing Restatement Effective Date, each the Credit Party Parties shall have executed and cause to be delivered to the Collateral Administrative Agent updated schedules to the Security Agreement, prepared as of the Restatement Effective Date (and after giving effect thereto), which schedules shall be true and correct in all material respects. In addition, each Subsidiary of the Borrower which becomes party to the Security Agreement substantially on the Restatement Effective Date shall, in addition to executing counterparts of the form of Exhibit G (Security Agreement as may be amendedrequired above, amended and restated, modified, supplemented, extended or renewed from time to time, deliver the “Security Agreement”) covering all of such Credit Party’s present and future Collateral referred to therein, and shall have delivered to the Collateral Agentfollowing: (ia) proper financing statements Financing Statements (Form UCC-1 or the equivalentUCC-1) authorized fully executed for filing under the UCC and filings with the United States Patent and Trademark Office and United States Copyright Office, if applicable, or other appropriate filing offices of each U.S. national or state jurisdiction as may be required necessary or, in the reasonable opinion of the Collateral Agent, desirable to perfect the security interests purported to be created by the Security Agreement (except to the extent expressly not required by the Security Agreement); (ii) all of the Pledged Collateral, if any, referred to in the Security Agreement and then owned by such Credit Party together with executed and undated endorsements for transfer in the case of Pledged Collateral constituting certificated securities and all other documents and instruments required to perfect the security interest of the Collateral Agent in the Collateral (except to the extent expressly not required by the Security Agreement); (iiib) certified copies of a recent date of requests Requests for information Information or copies Copies (Form UCC-1UCC-11), or equivalent reports as of a recent datereports, listing all effective financing statements that name Borrower or any other such Credit Party as debtor and that are filed in their respective the jurisdictions referred to in clause (a) above, together with copies of organizationsuch other financing statements (none of which shall cover the Collateral except to the extent evidencing Permitted Liens or in respect of which the Collateral Agent shall have received termination statements (Form UCC-3) or such other termination statements as shall be required by local law) fully executed for filing; (c) evidence of execution for post-closing filing and recordation of all other recordings and filings of, or with respect to, the Security Agreement as may be necessary or, in the reasonable opinion of the Collateral Agent, desirable to perfect and protect (or maintain the perfection of) the security interests intended to be created by such Security Agreement; and (ivd) an executed Perfection Certificate; provided that to all other actions necessary (including the extent amending of any lien search existing financing statements) or, if applicablein the reasonable opinion of the Collateral Agent, insurance certificate desirable to perfect and protect (or endorsement, or any maintain the perfection of) the security interest in any Collateral is not able interests purported to be provided and/or perfected on the Closing Date other than created (xor maintained) Collateral constituting assets pursuant to which a security interest can be perfected by the filing of a financing statement under the UCC or (y) Collateral constituting certificated Equity Interests of Borrower and each of its material Domestic Wholly-Owned Subsidiaries to which a security interest can be perfected by the delivery of such certificates (to the extent required under the Credit Documents) (provided that, with respect to the Target on the Closing Date, the foregoing shall only apply to the extent such certificated Equity Interests are received from the Target after the Credit Parties’ use of commercially reasonable efforts and any such certificates not delivered on the Closing Date shall be delivered thereafter pursuant to Section 9.13), in each case, after the Credit Parties’ use of commercially reasonable efforts to do so without undue burden or expense, then the provision and/or delivery of any lien search or, if applicable, insurance certificate or endorsement, and/or the provision and/or perfection of a security interest in such Collateral (or related closing deliverables), as applicable, shall not be required as a condition to the Closing Date (and the provisions of this Section 6.09 shall be deemed to Security Agreement have been satisfied) but instead shall be required to be provided and/or perfected within 90 days after the Closing Date (or such later date as mutually agreed by the Administrative Agent and Borrower acting reasonably) pursuant to Section 9.13taken.

Security Agreement. On or prior to the Closing Initial Borrowing Date, each Credit Party shall have duly authorized, executed and delivered to the Collateral Agent the Security Agreement substantially in the form of Exhibit G H (as may be amended, amended and restated, modified, supplemented, extended modified or renewed supplemented from time to time, the “"Security Agreement”") covering all of such Credit Party’s present and future Collateral referred to therein's Security Agreement Collateral, and shall have delivered to the Collateral Agenttogether with: (i) proper financing statements (Form UCC-1 or the equivalent) authorized for filing under the UCC and filings with the United States Patent and Trademark Office and United States Copyright Office, if applicable, or other appropriate filing offices of each U.S. national or state jurisdiction as may be required necessary or, in the reasonable opinion of the Collateral Agent, desirable, to perfect the security interests purported to be created by the Security Agreement (except to the extent expressly not required by the Security Agreement); (ii) all of the Pledged Collateral, if any, referred to in the Security Agreement and then owned by such Credit Party together with executed and undated endorsements for transfer in the case of Pledged Collateral constituting certificated securities and all other documents and instruments required to perfect the security interest of the Collateral Agent in the Collateral (except to the extent expressly not required by the Security Agreement); (iii) certified copies of a recent date of requests for information or copies (Form UCC-1UCC-11), or equivalent reports as of a recent date, listing all effective financing statements that name the Borrower or any other Credit Party Subsidiary Guarantor as debtor and that are filed in their respective the jurisdictions referred to in clause (i) above and in such other jurisdictions in which material Collateral is located on the Initial Borrowing Date, together with copies of organizationsuch financing statements that name the Borrower or any Subsidiary Guarantor as debtor (none of which shall cover any of the Collateral except (x) to the extent evidencing Permitted Liens or (y) those in respect of which the Collateral Agent shall have received termination statements (Form UCC-3) or such other termination statements as shall be required by local law authorized for filing) or arrangements therefor reasonably satisfactory to the Collateral Agent have been made; (iii) evidence of the completion of or arrangements therefor reasonably satisfactory to the Collateral Agent for all other recordings and filings of, or with respect to, the Security Agreement as may be necessary or, in the reasonable opinion of the Collateral Agent, desirable, to perfect the security interests intended to be created by the Security Agreement; and (iv) an executed Perfection Certificate; provided evidence that to the extent any lien search all other actions necessary or, if applicablein the reasonable opinion of the Collateral Agent, insurance certificate or endorsement, or any desirable to perfect and protect the security interest in any Collateral is not able interests purported to be provided and/or perfected on the Closing Date other than (x) Collateral constituting assets pursuant to which a security interest can be perfected created by the filing of a financing statement under Security Agreement have been taken, and the UCC or (y) Collateral constituting certificated Equity Interests of Borrower and each of its material Domestic Wholly-Owned Subsidiaries to which a security interest can be perfected by the delivery of such certificates (to the extent required under the Credit Documents) (provided that, with respect to the Target on the Closing Date, the foregoing shall only apply to the extent such certificated Equity Interests are received from the Target after the Credit Parties’ use of commercially reasonable efforts and any such certificates not delivered on the Closing Date Security Agreement shall be delivered thereafter pursuant to Section 9.13), in each case, after the Credit Parties’ use of commercially reasonable efforts to do so without undue burden or expense, then the provision and/or delivery of any lien search or, if applicable, insurance certificate or endorsement, and/or the provision and/or perfection of a security interest in such Collateral (or related closing deliverables), as applicable, shall not be required as a condition to the Closing Date (full force and the provisions of this Section 6.09 shall be deemed to have been satisfied) but instead shall be required to be provided and/or perfected within 90 days after the Closing Date (or such later date as mutually agreed by the Administrative Agent and Borrower acting reasonably) pursuant to Section 9.13effect.

Security Agreement. On the Closing Restatement Effective Date, the Borrower and each Credit Party of the Guarantors shall have duly authorized, executed and delivered to the Collateral Agent the an Amended and Restated Security Agreement substantially in the form of Exhibit G F (as may be amendedmodified, amended and restated, modified, supplemented, extended or renewed supplemented from time to timetime in accordance with the terms thereof and hereof, the “"Security Agreement”") covering all of such Credit Party’s present and future Collateral referred to therein, and shall have delivered to the Collateral Agenttogether with: (iA) proper financing statements for each Guarantor which was not party to the Security Agreement prior to the Restatement Effective Date (and for the Borrower and each other Guarantor, to the extent the Collateral Agent determines that additional such filings are reasonably necessary), executed copies of Financing Statements (Form UCC-1 or the equivalentUCC-1) authorized in appropriate form for filing under the UCC and filings with the United States Patent and Trademark Office and United States Copyright Office, if applicable, or other appropriate filing offices of each U.S. national or state jurisdiction as may be required necessary to perfect the security interests purported to be created by the Security Agreement Agreement; (B) certified copies of Requests for Information or Copies (Form UCC-11), or equivalent reports, each of recent date listing all effective financing statements that name SMI or any of its Subsidiaries as debtor and that are filed in the jurisdictions referred to in clause (A), together with copies of such financing statements (none of which shall cover the Collateral except (x) those with respect to which appropriate termination statements executed by the secured lender thereunder have been delivered to the Administrative Agent and (y) to the extent expressly not required by the Security Agreementevidencing Permitted Liens); (iiC) subject to Section 11.21, evidence that, with respect to all Certificated Units of the Pledged CollateralBorrower and its Subsidiaries on the Restatement Effective Date, if any, referred to in the Security Agreement and then owned by such Credit Party together with executed and undated endorsements for transfer in the case either (x) a notation of Pledged Collateral constituting certificated securities and all other documents and instruments required to perfect the security interest of the Collateral Agent has been made on the certificate of title with respect thereto (or application for such notation has been, or will substantially concurrently with the Restatement Effective Date be, made) which notation shall, under applicable state law, perfect the Collateral Agent's security interest therein or (y) an opinion of counsel satisfactory to the Administrative Agent to the effect that such notation of a security interest on the relevant certificate of title under applicable state law is not required to perfect (or maintain the perfection of) the security interests therein created (or maintained) pursuant to the Security Agreement; (D) subject to Section 11.19, evidence that all other filings of, or with respect to, the Security Agreement as may be necessary or, in the opinion of the Collateral Agent, desirable to perfect (except or maintain the perfection of) the security interests intended to the extent expressly not required be created by the Security Agreement); (iii) certified copies of a recent date of requests for information Agreement have been completed or copies (Form UCC-1), or equivalent reports as of a recent date, listing all effective financing statements that name Borrower or any other Credit Party as debtor and that are filed in their respective jurisdictions of organizationwill be completed substantially concurrently with the Restatement Effective Date; and (ivE) an executed Perfection Certificate; provided subject to Section 11.19, evidence that to the extent any lien search all other actions necessary or, if applicablein the reasonable opinion of the Collateral Agent, insurance certificate desirable to perfect and protect (or endorsement, or any maintain the perfection of) the security interest in any Collateral is not able interests purported to be provided and/or perfected on the Closing Date other than (x) Collateral constituting assets pursuant to which a security interest can be perfected created by the filing of a financing statement under the UCC or (y) Collateral constituting certificated Equity Interests of Borrower and each of its material Domestic Wholly-Owned Subsidiaries to which a security interest can be perfected by the delivery of such certificates (to the extent required under the Credit Documents) (provided that, with respect to the Target on the Closing Date, the foregoing shall only apply to the extent such certificated Equity Interests are received from the Target after the Credit Parties’ use of commercially reasonable efforts and any such certificates not delivered on the Closing Date shall be delivered thereafter pursuant to Section 9.13), in each case, after the Credit Parties’ use of commercially reasonable efforts to do so without undue burden or expense, then the provision and/or delivery of any lien search or, if applicable, insurance certificate or endorsement, and/or the provision and/or perfection of a security interest in such Collateral (or related closing deliverables), as applicable, shall not be required as a condition to the Closing Date (and the provisions of this Section 6.09 shall be deemed to Security Agreement have been satisfied) but instead shall be required to be provided and/or perfected within 90 days after the Closing Date (or such later date as mutually agreed by the Administrative Agent and Borrower acting reasonably) pursuant to Section 9.13taken.

Security Agreement. On the Closing Initial Borrowing Date, each Credit Party shall have duly authorized, executed and delivered to the Collateral Agent the Security Agreement substantially in the form of Exhibit G I (as may be amended, amended and restated, modified, supplemented, extended or renewed restated and/or supplemented from time to time, the “Security Agreement”) covering all of such Credit Party’s present and future Collateral referred to thereinSecurity Agreement Collateral, and shall have delivered to the Collateral Agenttogether with: (i) proper financing statements (Form UCC-1 or the equivalentequivalent (including UCC-1 fixture filings)) authorized for filing under the UCC and filings with the United States Patent and Trademark Office and United States Copyright Office, if applicable, or other appropriate filing offices of each U.S. national or state jurisdiction as may be required necessary or, in the reasonable opinion of the Collateral Agent, desirable, to perfect the security interests purported to be created by the Security Agreement (except to the extent expressly not required by the Security Agreement); (ii) all of the Pledged Collateral, if any, referred to in the Security Agreement and then owned by such Credit Party together with executed and undated endorsements for transfer in the case of Pledged Collateral constituting certificated securities and all other documents and instruments required to perfect the security interest of the Collateral Agent in the Collateral (except to the extent expressly not required by the Security Agreement); (iii) certified copies of a recent date of requests for information or copies (Form UCC-1UCC-11), or equivalent reports as of a recent date, listing all effective financing statements that name the Borrower or any other Credit Party of its Subsidiaries as debtor and that are filed in their respective the appropriate filing offices of the jurisdictions referred to in clause (i) above and in such other jurisdictions in which Collateral constituting fixtures is located on the Initial Borrowing Date, together with copies of organizationsuch other financing statements that name the Borrower or any of its Subsidiaries as debtor (none of which shall cover any of the Collateral except (x) to the extent evidencing Permitted Liens or (y) those in respect of which the Collateral Agent shall have received termination statements (Form UCC-3) or such other termination statements as shall be required by local law fully authorized for filing); (iii) evidence of the completion of all other recordings and filings of, or with respect to, the Security Agreement as may be necessary or, in the reasonable opinion of the Collateral Agent, desirable, to perfect the security interests intended to be created by the Security Agreement; and (iv) an executed Perfection Certificate; provided evidence that to the extent any lien search all other actions necessary or, if applicablein the reasonable opinion of the Collateral Agent, insurance certificate or endorsement, or any desirable to perfect and protect the security interest in any Collateral is not able interests purported to be provided and/or perfected on the Closing Date other than (x) Collateral constituting assets pursuant to which a security interest can be perfected created by the filing of a financing statement under Security Agreement have been taken, and the UCC or (y) Collateral constituting certificated Equity Interests of Borrower and each of its material Domestic Wholly-Owned Subsidiaries to which a security interest can be perfected by the delivery of such certificates (to the extent required under the Credit Documents) (provided that, with respect to the Target on the Closing Date, the foregoing shall only apply to the extent such certificated Equity Interests are received from the Target after the Credit Parties’ use of commercially reasonable efforts and any such certificates not delivered on the Closing Date Security Agreement shall be delivered thereafter pursuant to Section 9.13), in each case, after the Credit Parties’ use of commercially reasonable efforts to do so without undue burden or expense, then the provision and/or delivery of any lien search or, if applicable, insurance certificate or endorsement, and/or the provision and/or perfection of a security interest in such Collateral (or related closing deliverables), as applicable, shall not be required as a condition to the Closing Date (full force and the provisions of this Section 6.09 shall be deemed to have been satisfied) but instead shall be required to be provided and/or perfected within 90 days after the Closing Date (or such later date as mutually agreed by the Administrative Agent and Borrower acting reasonably) pursuant to Section 9.13effect.

Security Agreement. On The documents referred to in items (a) through (e) above are hereinafter referred to collectively as the Closing Date“Loan Documents”. I have assumed the authenticity of all document submitted to me as originals, the conformity to the originals of all documents submitted to us as certified, conformed or photostatic copies and the authenticity of the originals of such copies. I have also examined originals, or copies certified to our satisfaction, of such corporate records, certificates of public officials, certificates of corporate officers of the Company and such other instruments and documents as I have deemed necessary as a basis for the opinions hereinafter set forth. As to questions of fact, I have, to the extent that such facts were not independently established by me, relied upon such certificates. Based upon the foregoing and subject to the qualifications set forth herein, I am of the opinion that, 1. The Company is a corporation duly organized, validly existing and in good standing under the laws of the state of their incorporation, and the Company has the corporate power and authority to own its assets and to transact the business in which it is now engaged and to execute and perform each of the Loan Documents. 2. The Company has the requisite corporate power and authority to execute, deliver and perform the Loan Documents, each Credit Party shall have executed of which has been duly authorized by all necessary and delivered proper corporate action. 3. The Loan Documents constitute the legal, valid and binding obligation of the Company enforceable against the Company in accordance with their respective terms subject, as to enforcement by applicable bankruptcy, insolvency, reorganization, fraudulent conveyance or similar laws affecting the enforcement of creditors’ rights generally, and by equitable principles of general application. 4. Neither the execution and delivery by the Company of the Loan Documents nor the performance by the Company of its obligations under the Loan Documents, will (a) violate any law, rule or regulation binding upon the Company or any order or decree of any court or governmental instrumentality binding upon the Company, (b) contravene the Certificate of Incorporation or By-Laws of the Company or, result in a breach of or constitute a default (with due notice or lapse of time or both) under any agreements of which we are aware to which the Company is bound or result in the creation or imposition of any lien, charge, or encumbrance upon any of the property or assets of the Company other than the liens granted pursuant to the Loan Documents, or (c) require the consent, license, approval or authorization of any governmental or public body or authority. 5. The Company is not an “investment company” or a company “controlled” by an “investment company” within the meaning of the Investment Company Act of 1940. 6. No consent or authorization of, filing with or other act by or in respect of any governmental authority is required to be obtained by the Company for the valid execution, delivery and performance of the Loan Documents. 7. To the best of my knowledge there are no actions, suits or proceedings against any of the Company, pending or threatened against the Company, before any court, governmental agency or arbitrator which challenges the validity or enforceability of any Loan Document or which, if adversely determined, could impair the ability of the Company to perform its obligations under the Loan Documents. 8. The Security Agreement grants the Bank a valid security interest in (the “Security Interest”) in the Collateral Agent (as defined in the Security Agreement substantially Agreement) that is owned by the Grantor (as defined therein) and purported to covered thereby to the extent that the uniform commercial code is applicable thereto, in favor the Bank as Security or, the Obligations (as defined in the form Security Agreement). Upon the proper filing of Exhibit G appropriate UCC-1 finance statements and the appropriate jurisdictions as required under the uniform commercial code, the Security Interest will constitute a perfected security interest in the Collateral that is owned by each Grantor. Very truly yours, THIS ACCOUNT PLEDGE AGREEMENT, dated as of __________ __, 2011 (as may be amended, amended and restated, supplemented or modified, supplemented, extended or renewed from time to time, the “Security Agreement”) covering all of such Credit Party’s present and future Collateral referred to therein), is made by CVD EQUIPMENT CORPORATION, a New York corporation (“Pledgor”), and shall have delivered to HSBC BANK USA, NATIONAL ASSOCIATION (the Collateral Agent: (i) proper financing statements (Form UCC-1 or the equivalent) authorized for filing under the UCC and filings with the United States Patent and Trademark Office and United States Copyright Office, if applicable, or other appropriate filing offices of each U.S. national or state jurisdiction as may be required to perfect the security interests purported to be created by the Security Agreement (except to the extent expressly not required by the Security Agreement“Bank”); (ii) all of the Pledged Collateral, if any, referred to in the Security Agreement and then owned by such Credit Party together with executed and undated endorsements for transfer in the case of Pledged Collateral constituting certificated securities and all other documents and instruments required to perfect the security interest of the Collateral Agent in the Collateral (except to the extent expressly not required by the Security Agreement); (iii) certified copies of a recent date of requests for information or copies (Form UCC-1), or equivalent reports as of a recent date, listing all effective financing statements that name Borrower or any other Credit Party as debtor and that are filed in their respective jurisdictions of organization; and (iv) an executed Perfection Certificate; provided that to the extent any lien search or, if applicable, insurance certificate or endorsement, or any security interest in any Collateral is not able to be provided and/or perfected on the Closing Date other than (x) Collateral constituting assets pursuant to which a security interest can be perfected by the filing of a financing statement under the UCC or (y) Collateral constituting certificated Equity Interests of Borrower and each of its material Domestic Wholly-Owned Subsidiaries to which a security interest can be perfected by the delivery of such certificates (to the extent required under the Credit Documents) (provided that, with respect to the Target on the Closing Date, the foregoing shall only apply to the extent such certificated Equity Interests are received from the Target after the Credit Parties’ use of commercially reasonable efforts and any such certificates not delivered on the Closing Date shall be delivered thereafter pursuant to Section 9.13), in each case, after the Credit Parties’ use of commercially reasonable efforts to do so without undue burden or expense, then the provision and/or delivery of any lien search or, if applicable, insurance certificate or endorsement, and/or the provision and/or perfection of a security interest in such Collateral (or related closing deliverables), as applicable, shall not be required as a condition to the Closing Date (and the provisions of this Section 6.09 shall be deemed to have been satisfied) but instead shall be required to be provided and/or perfected within 90 days after the Closing Date (or such later date as mutually agreed by the Administrative Agent and Borrower acting reasonably) pursuant to Section 9.13.

Security Agreement. On the Closing Effective Date, each Credit Party the Borrower shall have duly authorized, executed and delivered to the Collateral Agent the Security Agreement substantially amended and restated security agreement in the form of Exhibit G H hereto (as may be amended, amended and restated, modified, supplemented, extended or renewed restated and/or supplemented from time to time, the “"Security Agreement”") covering all of such Credit Party’s the Borrower's present and future Collateral collateral referred to therein, and shall have delivered to the Collateral Agenttogether with: (i) proper financing statements (Form UCC-1 or the equivalent) authorized authenticated for filing under the UCC and filings with the United States Patent and Trademark Office and United States Copyright Office, if applicable, or other appropriate filing offices of each U.S. national or state jurisdiction as may be required necessary or, in the reasonable opinion of the Administrative Agent desirable, to perfect the security interests purported to be created by the Security Agreement (except to the extent expressly not required by the Security Agreement); (ii) all of the Pledged Collateral, if any, referred to in the Security Agreement and then owned by such Credit Party together with executed and undated endorsements for transfer in the case of Pledged Collateral constituting certificated securities and all other documents and instruments required to perfect the security interest of the Collateral Agent in the Collateral (except to the extent expressly not required by the Security Agreement); (iii) certified copies of a recent date of requests Requests for information Information or copies Copies (Form UCC-1UCC-11), or equivalent reports as reports, each of a recent date, listing all effective financing statements that name Borrower or any other Credit Party as debtor and that are filed in their respective the jurisdictions referred to in clause (i) above, together with copies of organizationsuch other financing statements that name Borrower as debtor (none of which shall cover any of the Collateral, except to the extent evidencing Permitted Liens or in respect of which the Administrative Agent shall have received termination statements (Form UCC-3) or such other termination statements as shall be required by local law fully executed (where required) for filing); (iii) evidence of the completion of (or adequate provision for) all other recordings and filings of, or with respect to, the Security Agreement as may be necessary or, in the reasonable opinion of the Administrative Agent desirable, to perfect the security interests intended to be created by the Security Agreement; and (iv) an executed Perfection Certificate; provided evidence that to the extent any lien search all other actions necessary or, if applicablein the reasonable opinion of the Administrative Agent desirable, insurance to create, maintain, effect, perfect, preserve, maintain and protect the security interests purported to be created by the Security Agreement have been taken, including, without limitation, delivery of any certificate or endorsement, evidencing any SUBI or any security undivided trust interest in any Collateral is Trust which has not able been pledged to be provided and/or perfected on any other Person; and the Closing Date other than (x) Collateral constituting assets pursuant to which a security interest can be perfected by the filing of a financing statement under the UCC or (y) Collateral constituting certificated Equity Interests of Borrower and each of its material Domestic Wholly-Owned Subsidiaries to which a security interest can be perfected by the delivery of such certificates (to the extent required under the Credit Documents) (provided that, with respect to the Target on the Closing Date, the foregoing shall only apply to the extent such certificated Equity Interests are received from the Target after the Credit Parties’ use of commercially reasonable efforts and any such certificates not delivered on the Closing Date Security Agreement shall be delivered thereafter pursuant to Section 9.13), in each case, after the Credit Parties’ use of commercially reasonable efforts to do so without undue burden or expense, then the provision and/or delivery of any lien search or, if applicable, insurance certificate or endorsement, and/or the provision and/or perfection of a security interest in such Collateral (or related closing deliverables), as applicable, shall not be required as a condition to the Closing Date (full force and the provisions of this Section 6.09 shall be deemed to have been satisfied) but instead shall be required to be provided and/or perfected within 90 days after the Closing Date (or such later date as mutually agreed by the Administrative Agent and Borrower acting reasonably) pursuant to Section 9.13effect.

Security Agreement. On the Closing Effective Date, each Credit Party shall have duly authorized, executed and delivered to the Collateral Agent the Security Agreement substantially in the form of Exhibit G F (as may be amended, amended and restated, modified, supplemented, extended or renewed restated and/or supplemented from time to time, the “Security Agreement”) covering all of such Credit Party’s present and future Collateral referred to therein), and shall have delivered to the Collateral Agenttogether with: (ia) proper financing statements (Form UCC-1 or the equivalent) fully authorized for filing under the UCC and filings with the United States Patent and Trademark Office and United States Copyright Office, if applicable, or other appropriate filing offices of each U.S. national or state jurisdiction as may be required necessary or, in the reasonable opinion of the Collateral Agent, desirable, to perfect the security interests purported to be created by the Security Agreement Agreement; (except b) subject to the Intercreditor Agreement, delivery of (i) all certificates or other instruments (to the extent expressly not issuable, including by amending any applicable governing documents, in certificate form) representing all such Equity Interests required by to be delivered to the Collateral Agent pursuant to the Security Agreement); , together with undated stock powers or other instruments of transfer with respect thereto endorsed in blank and (ii) all promissory notes required to be delivered to the Collateral Agent pursuant to the Security Agreement, together with undated instruments of transfer with respect thereto endorsed in blank; 85 #93457508v14 (c) delivery of a completed Collateral Questionnaire dated the Effective Date and executed by an Authorized Officer of each Credit Party, together with all attachments contemplated thereby, including the results of a recent search, by a Person reasonably satisfactory to the Collateral Agent, of all effective UCC financing statements (or equivalent filings) made with respect to any personal property the creation of security interests in which is governed by the UCC of any Credit Party in the jurisdictions specified in the Collateral Questionnaire, together with copies of all such filings disclosed by such search; (d) evidence of the Pledged Collateralcompletion of all other recordings and filings of, if anyor with respect to, referred to in the Security Agreement and then owned by such Credit Party together with executed and undated endorsements for transfer in the case of Pledged Collateral constituting certificated securities and all other documents and instruments required as may be necessary to perfect and protect the security interest of the Collateral Agent in the Collateral (except interests intended to the extent expressly not required be created by the Security Agreement); (iii) certified copies of a recent date of requests for information or copies (Form UCC-1), or equivalent reports as of a recent date, listing all effective financing statements that name Borrower or any other Credit Party as debtor and that are filed in their respective jurisdictions of organization; and (iv) an executed Perfection Certificate; provided that to the extent any lien search or, if applicable, insurance certificate or endorsement, or any security interest in any Collateral is not able to be provided and/or perfected on the Closing Date other than (x) Collateral constituting assets pursuant to which a security interest can be perfected by the filing of a financing statement under the UCC or (y) Collateral constituting certificated Equity Interests of Borrower and each of its material Domestic Wholly-Owned Subsidiaries to which a security interest can be perfected by the delivery of such certificates (Agreement to the extent required under thereby; and (e) evidence that all other actions necessary to perfect and protect the Credit Documents) (provided thatsecurity interests purported to be created by the Security Agreement have been taken, with respect to and the Target on the Closing Date, the foregoing shall only apply to the extent such certificated Equity Interests are received from the Target after the Credit Parties’ use of commercially reasonable efforts and any such certificates not delivered on the Closing Date Security Agreement shall be delivered thereafter pursuant to Section 9.13), in each case, after the Credit Parties’ use of commercially reasonable efforts to do so without undue burden or expense, then the provision and/or delivery of any lien search or, if applicable, insurance certificate or endorsement, and/or the provision and/or perfection of a security interest in such Collateral (or related closing deliverables), as applicable, shall not be required as a condition to the Closing Date (full force and the provisions of this Section 6.09 shall be deemed to have been satisfied) but instead shall be required to be provided and/or perfected within 90 days after the Closing Date (or such later date as mutually agreed by the Administrative Agent and Borrower acting reasonably) pursuant to Section 9.13effect.

Security Agreement. On the Closing Date, each Credit Party The Lender shall have received executed and delivered to the Collateral Agent counterparts of the Security Agreement substantially in Agreement, dated as of the form date hereof, duly executed by the Borrower and each of Exhibit G (as may be amendedthe Significant Subsidiaries, amended and restated, modified, supplemented, extended or renewed from time to time, the “Security Agreement”) covering all of such Credit Party’s present and future Collateral referred to therein, and shall have delivered to the Collateral Agenttogether with: (ia) proper acknowledgment copies of properly filed Uniform Commercial Code financing statements (Form UCC-1 UCC-1), dated a date reasonably near to the date of the initial Loan , or such other evidence of filing as may be acceptable to the equivalent) authorized for filing under Lender, naming the UCC Borrower and filings with each of the United States Patent Significant Subsidiaries as the debtors and Trademark Office and United States Copyright Office, if applicablethe Lender as the secured party, or other appropriate filing offices similar instruments or documents, filed under the Uniform Commercial Code of each U.S. national or state jurisdiction all jurisdictions as may be required to perfect necessary or, in the security interests purported to be created by the Security Agreement (except to the extent expressly not required by the Security Agreement); (ii) all opinion of the Pledged CollateralLender, if any, referred to in the Security Agreement and then owned by such Credit Party together with executed and undated endorsements for transfer in the case of Pledged Collateral constituting certificated securities and all other documents and instruments required desirable to perfect the security interest of the Collateral Agent in the Collateral (except Lender pursuant to the extent expressly not required by the Security Agreement); (iiib) executed copies of proper Uniform Commercial Code Form UCC-3 termination statements, if any, necessary to release all Liens and other rights of any Person in any collateral described in the Security Agreement previously granted by any Person, together with such other Uniform Commercial Code Form UCC-3 termination statements as the Lender may reasonably request from such Obligors; and (c) certified copies of a recent date of requests Uniform Commercial Code Requests for information Information or copies Copies (Form UCC-1UCC-11), or equivalent reports as a similar search report certified by a party acceptable to the Lender, dated a date reasonably near to the date of a recent datethe initial Loan, listing all effective financing statements that which name Borrower or any other Credit Party as debtor and that are filed in their respective jurisdictions of organization; and (iv) an executed Perfection Certificate; provided that to the extent any lien search or, if applicable, insurance certificate or endorsement, or any security interest in any Collateral is not able to be provided and/or perfected on the Closing Date other than (x) Collateral constituting assets pursuant to which a security interest can be perfected by the filing of a financing statement under the UCC or (y) Collateral constituting certificated Equity Interests of Borrower and each of the Significant Subsidiaries (under its material Domestic Wholly-Owned Subsidiaries present name and any previous names) as the debtor and which are filed in the jurisdictions in which filings were made pursuant to which a security interest can be perfected by the delivery clause (a) above, together with copies of such certificates financing statements (to the extent required under the Credit Documents) none of which (provided that, with respect to the Target on the Closing Date, the foregoing shall only apply to the extent such certificated Equity Interests are received from the Target after the Credit Parties’ use of commercially reasonable efforts and any such certificates not delivered on the Closing Date shall be delivered thereafter pursuant to Section 9.13other than those described in clause (a), in each case, after the Credit Parties’ use of commercially reasonable efforts to do so without undue burden if such Form UCC-11 or expense, then the provision and/or delivery of any lien search or, if applicable, insurance certificate or endorsement, and/or the provision and/or perfection of a security interest in such Collateral (or related closing deliverables)report, as applicablethe case may be, is current enough to list such financing statements described in clause (a)) shall not be required as a condition to cover any collateral described in the Closing Date (and the provisions of this Section 6.09 shall be deemed to have been satisfied) but instead shall be required to be provided and/or perfected within 90 days after the Closing Date (or such later date as mutually agreed by the Administrative Agent and Borrower acting reasonably) pursuant to Section 9.13Security Agreement).

Security Agreement. On the Closing Second Restatement Effective Date, each Credit Party shall have duly authorized, executed and delivered to the Collateral Agent the Second Amended and Restated Security Agreement substantially in the form of Exhibit G I (as may be amended, amended and restated, modified, supplemented, extended supplemented or renewed amended from time to time, the “"Security Agreement”") covering all of such Credit Party’s 's present and future Collateral referred to thereinSecurity Agreement Collateral, and shall have delivered to the Collateral Agenttogether with: (ia) proper financing statements Financing Statements or amendments thereto (Form UCC-1 or the equivalentUCC-3, respectively) authorized fully executed for filing under the UCC and filings with the United States Patent and Trademark Office and United States Copyright Office, if applicable, or other appropriate filing offices of each U.S. national or state jurisdiction as may be required necessary or, in the reasonable opinion of the Collateral Agent, desirable to perfect (or maintain the perfection of) the security interests purported to be created (or maintained) by the Security Agreement (except and evidence satisfactory to the extent expressly not required by Collateral Agent that such Financing Statements shall be filed prior to any UCC-1 Financing Statements filed pursuant to the Security Agreement)Receivables Facility; (ii) all of the Pledged Collateral, if any, referred to in the Security Agreement and then owned by such Credit Party together with executed and undated endorsements for transfer in the case of Pledged Collateral constituting certificated securities and all other documents and instruments required to perfect the security interest of the Collateral Agent in the Collateral (except to the extent expressly not required by the Security Agreement); (iiib) certified copies of a recent date of requests Requests for information Information or copies Copies (Form UCC-1UCC-11), or equivalent reports as of a recent datereports, listing all effective financing statements that name Borrower or any other Credit Party as debtor and that are filed in their respective the jurisdictions referred to in clause (a) above, together with copies of organizationsuch other financing statements (none of which shall cover the Collateral except to the extent evidencing Permitted Liens or in respect of which the Collateral Agent shall have received termination statements (Form UCC-3) or such other termination statements as shall be required by local law) fully executed for filing; (c) evidence of the completion of all other recordings and filings of, or with respect to, the Security Agreement as may be necessary or, in the reasonable opinion of the Collateral Agent, desirable to perfect (or maintain the perfection of) the security interests intended to be created (or maintained) by the Security Agreement; (d) lockbox agreements and other agreements from deposit banks utilized pursuant to the Cash Management System, recognizing the security interests granted pursuant thereto and directing payments from deposit accounts to be made to the Concentration Account; and (ive) an executed Perfection Certificate; provided evidence that to the extent any lien search all other actions necessary or, if applicablein the reasonable opinion of the Collateral Agent, insurance certificate desirable to perfect and protect (or endorsement, or any maintain the perfection of) the security interest in any Collateral is not able interests purported to be provided and/or perfected on the Closing Date other than created (xor maintained) Collateral constituting assets pursuant to which a security interest can be perfected by the filing of a financing statement under the UCC or (y) Collateral constituting certificated Equity Interests of Borrower and each of its material Domestic Wholly-Owned Subsidiaries to which a security interest can be perfected by the delivery of such certificates (to the extent required under the Credit Documents) (provided that, with respect to the Target on the Closing Date, the foregoing shall only apply to the extent such certificated Equity Interests are received from the Target after the Credit Parties’ use of commercially reasonable efforts and any such certificates not delivered on the Closing Date shall be delivered thereafter pursuant to Section 9.13), in each case, after the Credit Parties’ use of commercially reasonable efforts to do so without undue burden or expense, then the provision and/or delivery of any lien search or, if applicable, insurance certificate or endorsement, and/or the provision and/or perfection of a security interest in such Collateral (or related closing deliverables), as applicable, shall not be required as a condition to the Closing Date (and the provisions of this Section 6.09 shall be deemed to Security Agreement have been satisfied) but instead shall be required to be provided and/or perfected within 90 days after the Closing Date (or such later date as mutually agreed by the Administrative Agent and Borrower acting reasonably) pursuant to Section 9.13taken.

Security Agreement. On the Closing Initial Borrowing Date, each Credit Party (other than GGH and GWH) shall have duly authorized, executed and delivered to the Collateral Agent the a Security Agreement substantially in the form of Exhibit G I (as may be amended, amended and restated, modified, supplemented, extended supplemented or renewed amended from time to time, the “"Security Agreement”") covering all of such Credit Party’s 's present and future Collateral referred to thereinSecurity Agreement Collateral, and shall have delivered to the Collateral Agenttogether with: (i) proper financing statements (Form UCC-1 or the equivalentsuch other financing statements or similar notices as shall be required by local law) authorized fully executed for filing under the UCC and filings with the United States Patent and Trademark Office and United States Copyright Office, if applicable, or other appropriate filing offices of each U.S. national or state jurisdiction as may be required necessary or, in the reasonable opinion of the Collateral Agent, desirable to perfect the security interests purported to be created by the Security Agreement (except to the extent expressly not required by the Security Agreement); (ii) all of the Pledged Collateral, if any, referred to in the Security Agreement and then owned by such Credit Party together with executed and undated endorsements for transfer in the case of Pledged Collateral constituting certificated securities and all other documents and instruments required to perfect the security interest of the Collateral Agent in the Collateral (except to the extent expressly not required by the Security Agreement); (iii) certified copies of a recent date of requests Requests for information Information or copies Copies (Form UCC-1UCC-11), or equivalent reports as of a recent datereports, listing all tax liens or effective financing statements that name Borrower Holdings or any other Credit Party of its Subsidiaries (after giving effect to the Transaction), as debtor and that are filed in their respective the jurisdictions referred to in clause (i) above, together with copies of organizationsuch other financing statements (none of which shall cover the Collateral except to the extent evidencing Permitted Liens or for which the Collateral Agent shall receive termination statements (Form UCC-3 or such other termination statements as shall be required by local law) fully executed for filing); (iii) evidence of the completion of, or the making of arrangements reasonably satisfactory to the Administrative Agent for the making of, all other recordings and filings of, or with respect to, the Security Agreement as may be necessary or, in the reasonable opinion of the Collateral Agent, desirable to perfect the security interests intended to be created by such Security Agreement; and (iv) an executed Perfection Certificate; provided evidence that to the extent any lien search all other actions necessary or, if applicablein the reasonable opinion of the Collateral Agent, insurance certificate or endorsement, or any desirable to perfect and protect the security interest in any Collateral is not able interests purported to be provided and/or perfected on the Closing Date other than (x) Collateral constituting assets pursuant to which a security interest can be perfected created by the filing of a financing statement under the UCC or (y) Collateral constituting certificated Equity Interests of Borrower and each of its material Domestic Wholly-Owned Subsidiaries to which a security interest can be perfected by the delivery of such certificates (to the extent required under the Credit Documents) (provided that, with respect to the Target on the Closing Date, the foregoing shall only apply to the extent such certificated Equity Interests are received from the Target after the Credit Parties’ use of commercially reasonable efforts and any such certificates not delivered on the Closing Date shall be delivered thereafter pursuant to Section 9.13), in each case, after the Credit Parties’ use of commercially reasonable efforts to do so without undue burden or expense, then the provision and/or delivery of any lien search or, if applicable, insurance certificate or endorsement, and/or the provision and/or perfection of a security interest in such Collateral (or related closing deliverables), as applicable, shall not be required as a condition to the Closing Date (and the provisions of this Section 6.09 shall be deemed to Security Agreement have been satisfied) but instead shall be required taken or arrangements reasonably satisfactory to be provided and/or perfected within 90 days after the Closing Date (or such later date as mutually agreed by the Administrative Agent and Borrower acting reasonably) pursuant to Section 9.13for the taking of such actions shall have been made.

Security Agreement. On or prior to the Closing Effective Date, each Credit Party Holdings and Acquisition shall have duly authorized, executed and delivered to the Collateral Agent the a Security Agreement substantially in the form of Exhibit G G, together with such changes (or with such other documents) as may be requested by the Collateral Agent in connection with local law (as amended, amended and restated, modified, supplemented, extended modified or renewed supplemented from time to timetime in accordance with the terms thereof and hereof, the “"Security Agreement”) covering all of such Credit Party’s present and future Collateral referred to therein"), and shall have delivered to the Collateral Agenttogether with: (i1) proper financing statements executed copies of Financing Statements (Form UCC-1 and/or UCC-3) or the equivalent) authorized appropriate local equivalent in appropriate form for filing under the UCC or appropriate local equivalent of each jurisdiction as may be necessary or, in the opinion of the Collateral Agent, desirable to perfect the security interests purported to be created by the Security Agreement; (2) executed copies of separate Trademark and filings with Patent and Copyright Security Agreements in the United States form set forth as Exhibits G and H to the Security Agreement in a form appropriate for filing in the U.S. Patent and Trademark Office and United States U.S. Copyright Office, if applicable; (3) certified copies of Requests for Information or Copies (Form UCC-11), or equivalent reports, each of a recent date listing all effective financing statements that name any Credit Party (including Target and its Subsidiaries) as debtor, and that are filed in the jurisdictions referred to in clause (1) above and in Section 5.02(i)(1), together with copies of such financing statements (and for those financing statements which have either Holdings or Acquisition as debtor, either (x) with respect to which appropriate termination statements executed by the secured party thereunder have been delivered to the Agent or (y) such filings evidence Permitted Liens); (4) evidence of the completion of or arrangements for all other appropriate filing offices of each U.S. national recordings and filings of, or state jurisdiction with respect to, the Security Agreement as may be required necessary or, in the opinion of the Collateral Agent, desirable to perfect the security interests intended to be created by the Security Agreement; and (5) evidence that all other actions necessary or, in the reasonable opinion of the Collateral Agent, desirable to perfect the security interests purported to be created by the Security Agreement (except to the extent expressly not required by the Security Agreement); (ii) all of the Pledged Collateral, if any, referred to in have been taken; and the Security Agreement and then owned by such Credit Party together with executed and undated endorsements for transfer in the case of Pledged Collateral constituting certificated securities and all other documents and instruments required to perfect the security interest of the Collateral Agent in the Collateral (except to the extent expressly not required by the Security Agreement); (iii) certified copies of a recent date of requests for information or copies (Form UCC-1), or equivalent reports as of a recent date, listing all effective financing statements that name Borrower or any other Credit Party as debtor and that are filed in their respective jurisdictions of organization; and (iv) an executed Perfection Certificate; provided that to the extent any lien search or, if applicable, insurance certificate or endorsement, or any security interest in any Collateral is not able to be provided and/or perfected on the Closing Date other than (x) Collateral constituting assets pursuant to which a security interest can be perfected by the filing of a financing statement under the UCC or (y) Collateral constituting certificated Equity Interests of Borrower and each of its material Domestic Wholly-Owned Subsidiaries to which a security interest can be perfected by the delivery of such certificates (to the extent required under the Credit Documents) (provided that, with respect to the Target on the Closing Date, the foregoing shall only apply to the extent such certificated Equity Interests are received from the Target after the Credit Parties’ use of commercially reasonable efforts and any such certificates not delivered on the Closing Date shall be delivered thereafter pursuant to Section 9.13), in each case, after the Credit Parties’ use of commercially reasonable efforts to do so without undue burden or expense, then the provision and/or delivery of any lien search or, if applicable, insurance certificate or endorsement, and/or the provision and/or perfection of a security interest in such Collateral (or related closing deliverables), as applicable, shall not be required as a condition to the Closing Date (full force and the provisions of this Section 6.09 shall be deemed to have been satisfied) but instead shall be required to be provided and/or perfected within 90 days after the Closing Date (or such later date as mutually agreed by the Administrative Agent and Borrower acting reasonably) pursuant to Section 9.13effect.

Security Agreement. On or prior to the Closing Restatement Effective Date, each the Credit Party Parties shall have executed and delivered furnish to the Collateral Administrative Agent true and correct updates, as necessary, to the schedules to the Security Agreement substantially in the form of Exhibit G (as may be amendedprepared as of the Restatement Effective Date and after giving effect thereto). In addition, amended and restated, modified, supplemented, extended or renewed from time to time, each Subsidiary of the “Security Agreement”) covering all of such Credit Party’s present and future Collateral referred to therein, and shall have delivered Borrower which becomes party to the Collateral AgentSecurity Agreement on the Restatement Effective Date shall, in addition to executing counterparts of the Security Agreement as required above, deliver the following: (ia) proper financing statements Financing Statements (Form UCC-1 or the equivalentUCC-1) authorized fully executed for filing under the UCC and filings with the United States Patent and Trademark Office and United States Copyright Office, if applicable, or other appropriate filing offices of each U.S. national or state jurisdiction as may be required necessary or, in the reasonable opinion of the Collateral Agent, desirable to perfect the security interests purported to be created by the Security Agreement (except to Agreement, as the extent expressly not required by the Security Agreement)case may be; (ii) all of the Pledged Collateral, if any, referred to in the Security Agreement and then owned by such Credit Party together with executed and undated endorsements for transfer in the case of Pledged Collateral constituting certificated securities and all other documents and instruments required to perfect the security interest of the Collateral Agent in the Collateral (except to the extent expressly not required by the Security Agreement); (iiib) certified copies of a recent date of requests Requests for information Information or copies Copies (Form UCC-1UCC-11), or equivalent reports as of a recent datereports, listing all effective financing statements that name Borrower or any other such Credit Party as debtor and that are filed in their respective the jurisdictions referred to in clause (a) above, together with copies of organizationsuch other financing statements that name any such Credit Party as debtor (none of which shall cover the Collateral except to the extent evidencing Permitted Liens or in respect of which the Collateral Agent shall have received termination statements (Form UCC-3 or such other termination statements as shall be required by local law) fully executed for filing); and (ivc) an executed Perfection Certificate; provided evidence that to all other actions reasonably necessary (including the extent amending of any lien search existing financing statements) or, if applicablein the reasonable opinion of the Collateral Agent, insurance certificate desirable to perfect and protect (or endorsement, or any maintain the perfection of) the security interest in any Collateral is not able interests purported to be provided and/or perfected on the Closing Date other than created (xor maintained) Collateral constituting assets pursuant to which a security interest can be perfected by the filing of a financing statement under the UCC or (y) Collateral constituting certificated Equity Interests of Borrower and each of its material Domestic Wholly-Owned Subsidiaries to which a security interest can be perfected by the delivery of such certificates (to the extent required under the Credit Documents) (provided that, with respect to the Target on the Closing Date, the foregoing shall only apply to the extent such certificated Equity Interests are received from the Target after the Credit Parties’ use of commercially reasonable efforts and any such certificates not delivered on the Closing Date shall be delivered thereafter pursuant to Section 9.13), in each case, after the Credit Parties’ use of commercially reasonable efforts to do so without undue burden or expense, then the provision and/or delivery of any lien search or, if applicable, insurance certificate or endorsement, and/or the provision and/or perfection of a security interest in such Collateral (or related closing deliverables), as applicable, shall not be required as a condition to the Closing Date (and the provisions of this Section 6.09 shall be deemed to Security Agreement have been satisfied) but instead shall be required to be provided and/or perfected within 90 days after the Closing Date (or such later date as mutually agreed by the Administrative Agent and Borrower acting reasonably) pursuant to Section 9.13taken.

Security Agreement. On the Closing Initial Borrowing Date, each Credit Party shall have duly authorized, executed and delivered to the Collateral Agent the Security Agreement substantially in the form of Exhibit G H (as may be amended, amended and restated, modified, supplemented, extended modified or renewed supplemented from time to time, the “"Security Agreement”") covering all of such Credit Party’s present and future Collateral referred to therein's Security Agreement Collateral, and shall have delivered to the Collateral Agenttogether with: (i) proper financing statements (Form UCC-1 or the equivalent) authorized fully executed for filing under the UCC and filings with the United States Patent and Trademark Office and United States Copyright Office, if applicable, or other appropriate filing offices of each U.S. national or state jurisdiction as may be required necessary or, in the reasonable opinion of the Collateral Agent, desirable, to perfect the security interests purported to be created by the Security Agreement (except Agreement, with arrangements having been made by the Borrower which are satisfactory to the extent expressly not required by Administrative Agent to ensure that such financing statements are filed before any financing statements are filed in connection with the Security Agreement)Second-Lien Note Documents or the Third-Lien Credit Documents; (ii) all of the Pledged Collateral, if any, referred to in the Security Agreement and then owned by such Credit Party together with executed and undated endorsements for transfer in the case of Pledged Collateral constituting certificated securities and all other documents and instruments required to perfect the security interest of the Collateral Agent in the Collateral (except to the extent expressly not required by the Security Agreement); (iii) certified copies of a recent date of requests for information or copies (Form UCC-1UCC-11), or equivalent reports as of a recent date, listing all effective financing statements that name the Borrower or any other Credit Party of its Subsidiaries as debtor and that are filed in their respective the jurisdictions referred to in clause (i) above and in such other jurisdictions in which Collateral is located on the Initial Borrowing Date, together with copies of organizationsuch other financing statements that name the Borrower or any of its Subsidiaries as debtor (none of which shall cover any of the Collateral except (x) to the extent evidencing Permitted Liens or (y) those in respect of which the Collateral Agent shall have received termination statements (Form UCC-3) or such other termination statements as shall be required by local law fully executed for filing); (iii) evidence of the completion of all other recordings and filings of, or with respect to, the Security Agreement as may be necessary or, in the reasonable opinion of the Collateral Agent, desirable, to perfect the security interests intended to be created by the Security Agreement; and (iv) an executed Perfection Certificate; provided evidence that to the extent any lien search all other actions necessary or, if applicablein the reasonable opinion of the Collateral Agent, insurance certificate or endorsement, or any desirable to perfect and protect the security interest in any Collateral is not able interests purported to be provided and/or perfected on the Closing Date other than (x) Collateral constituting assets pursuant to which a security interest can be perfected created by the filing of a financing statement under Security Agreement have been taken, and the UCC or (y) Collateral constituting certificated Equity Interests of Borrower and each of its material Domestic Wholly-Owned Subsidiaries to which a security interest can be perfected by the delivery of such certificates (to the extent required under the Credit Documents) (provided that, with respect to the Target on the Closing Date, the foregoing shall only apply to the extent such certificated Equity Interests are received from the Target after the Credit Parties’ use of commercially reasonable efforts and any such certificates not delivered on the Closing Date Security Agreement shall be delivered thereafter pursuant to Section 9.13), in each case, after the Credit Parties’ use of commercially reasonable efforts to do so without undue burden or expense, then the provision and/or delivery of any lien search or, if applicable, insurance certificate or endorsement, and/or the provision and/or perfection of a security interest in such Collateral (or related closing deliverables), as applicable, shall not be required as a condition to the Closing Date (full force and the provisions of this Section 6.09 shall be deemed to have been satisfied) but instead shall be required to be provided and/or perfected within 90 days after the Closing Date (or such later date as mutually agreed by the Administrative Agent and Borrower acting reasonably) pursuant to Section 9.13effect.

Security Agreement. On the Closing Date, each Each Credit Party shall have duly authorized, executed and delivered to the Collateral Agent the an Amended and Restated Security Agreement substantially in the form of Exhibit G H (as may be amended, amended and restated, modified, supplemented, extended modified or renewed supplemented from time to time, the “Security Agreement”) covering all of such Credit Party’s present and future Collateral referred to thereinSecurity Agreement Collateral, and shall have delivered to the Collateral Agenttogether with: (i) proper financing statements (Form UCC-1 or the equivalent) authorized for filing under the UCC and filings with the United States Patent and Trademark Office and United States Copyright Office, if applicable, or other appropriate filing offices of each U.S. national or state jurisdiction as may be required necessary or, in the reasonable opinion of the Collateral Agent, desirable, to perfect the security interests purported to be created by the Security Agreement (except to the extent expressly not required by the Security Agreement); (ii) all of the Pledged Collateral, if any, referred to in the Security Agreement and then owned by such Credit Party together with executed and undated endorsements for transfer in the case of Pledged Collateral constituting certificated securities and all other documents and instruments required to perfect the security interest of the Collateral Agent in the Collateral (except to the extent expressly not required by the Security Agreement); (iii) certified copies of a recent date of requests for information or copies (Form UCC-1UCC-11), or equivalent reports as of a recent date, listing all effective financing statements that name Holdings, the Borrower or any other Credit Party Subsidiary Guarantor as debtor and that are filed in their respective the jurisdictions referred to in clause (i) above and, in the case of organizationany entity acquired pursuant to the Acquisition, in such other jurisdictions in which material Collateral is located on the Restatement Effective Date, together with copies of such financing statements that name Holdings, the Borrower or any Subsidiary Guarantor as debtor (none of which shall cover any of the Collateral except (x) to the extent evidencing Permitted Liens or (y) those in respect of which the Collateral Agent shall have received termination statements (Form UCC-3) or such other termination statements as shall be required by local law authorized for filing), or arrangements therefor reasonably satisfactory to the Collateral Agent have been made; (iii) evidence of the completion of or arrangements therefor reasonably satisfactory to the Collateral Agent for all other recordings and filings of, or with respect to, the Security Agreement as may be necessary or, in the reasonable opinion of the Collateral Agent, desirable, to perfect (or maintain the perfection of) the security interests intended to be created (or maintained) by the Security Agreement; and (iv) an executed Perfection Certificate; provided evidence that to the extent any lien search all other actions necessary or, if applicablein the reasonable opinion of the Collateral Agent, insurance certificate desirable to perfect (or endorsement, or any maintain the perfection of) and protect the security interest in any Collateral is not able interests purported to be provided and/or perfected on the Closing Date other than created (xor maintained) Collateral constituting assets pursuant to which a security interest can be perfected by the filing of a financing statement under Security Agreement have been taken, and the UCC or (y) Collateral constituting certificated Equity Interests of Borrower and each of its material Domestic Wholly-Owned Subsidiaries to which a security interest can be perfected by the delivery of such certificates (to the extent required under the Credit Documents) (provided that, with respect to the Target on the Closing Date, the foregoing shall only apply to the extent such certificated Equity Interests are received from the Target after the Credit Parties’ use of commercially reasonable efforts and any such certificates not delivered on the Closing Date Security Agreement shall be delivered thereafter pursuant to Section 9.13), in each case, after the Credit Parties’ use of commercially reasonable efforts to do so without undue burden or expense, then the provision and/or delivery of any lien search or, if applicable, insurance certificate or endorsement, and/or the provision and/or perfection of a security interest in such Collateral (or related closing deliverables), as applicable, shall not be required as a condition to the Closing Date (full force and the provisions of this Section 6.09 shall be deemed to have been satisfied) but instead shall be required to be provided and/or perfected within 90 days after the Closing Date (or such later date as mutually agreed by the Administrative Agent and Borrower acting reasonably) pursuant to Section 9.13effect.

Security Agreement. On the Closing Date, each Credit Party Borrower shall have duly authorized and executed ------------------ and delivered to the Collateral Agent the Lender a Security Agreement in substantially in the form of annexed hereto as Exhibit G "B" (as the same may be amended, amended and restated, modified, supplemented, extended supplemented or renewed amended from time to time, the “"Security Agreement”) "), dated on or before the Funding Date, covering all of such Credit Party’s the present and future Security Agreement Collateral referred to thereinof Borrower, and shall have delivered to the Collateral Agenttogether with: (i) proper financing statements (Form UCC-1 or UCC-1) (collectively, the equivalent"Financing Statement") authorized fully executed by Borrower for filing under the UCC and filings with the United States Patent and Trademark Office and United States Copyright Office, if applicable, --------------------- or other appropriate filing offices of each U.S. national or state jurisdiction as may be required necessary or, in the opinion of the Lender, desirable to perfect the security interests purported to be created by the Security Agreement (except to the extent expressly not required by the Security Agreement); (ii) evidence that the Borrower has obtained all necessary consents to permit the Borrower to grant a security interest to the Lender, pursuant to the Security Agreement, in all of the Pledged CollateralBorrower's right, if anytitle and interest (a) in and to the Venture and under the Amended JVA, referred including, without limitation, the right of Borrower to receive 10% of Net Realized Value (as defined in the Security Agreement and then owned by such Credit Party together with executed and undated endorsements for transfer in the case of Pledged Collateral constituting certificated securities and all other documents and instruments required to perfect the security interest Section 10.5 of the Collateral Agent Amended JVA) pursuant to Section 10.5 of the Amended JVA, and (b) under the Assignment of Joint Venture Interest, including, without limitation, the right of Borrower to receive 1% of Complex Net Revenues (as defined in Section 1.1 of the Collateral (except Assignment of Joint Venture Interest) from the Venture pursuant to Section 1.1 of the extent expressly not required by the Security Agreement);Assignment of Joint Venture Interest; and (iii) certified copies of a recent date of requests for information or copies (Form UCC-1), or equivalent reports as of a recent date, listing evidence that all effective financing statements that name Borrower or any other Credit Party as debtor and that are filed in their respective jurisdictions of organization; and (iv) an executed Perfection Certificate; provided that to the extent any lien search actions necessary or, if applicablein the opinion of the Lender, insurance certificate or endorsement, or any desirable to perfect and protect the security interest in any Collateral is not able interests purported to be provided and/or perfected on the Closing Date other than (x) Collateral constituting assets pursuant to which a security interest can be perfected created by the filing of a financing statement under the UCC or (y) Collateral constituting certificated Equity Interests of Borrower and each of its material Domestic Wholly-Owned Subsidiaries to which a security interest can be perfected by the delivery of such certificates (to the extent required under the Credit Documents) (provided that, with respect to the Target on the Closing Date, the foregoing shall only apply to the extent such certificated Equity Interests are received from the Target after the Credit Parties’ use of commercially reasonable efforts and any such certificates not delivered on the Closing Date shall be delivered thereafter pursuant to Section 9.13), in each case, after the Credit Parties’ use of commercially reasonable efforts to do so without undue burden or expense, then the provision and/or delivery of any lien search or, if applicable, insurance certificate or endorsement, and/or the provision and/or perfection of a security interest in such Collateral (or related closing deliverables), as applicable, shall not be required as a condition to the Closing Date (and the provisions of this Section 6.09 shall be deemed to Security Agreement have been satisfied) but instead shall be required to be provided and/or perfected within 90 days after the Closing Date (or such later date as mutually agreed by the Administrative Agent and Borrower acting reasonably) pursuant to Section 9.13taken.

Security Agreement. On or before the Closing Initial Borrowing Date, each Credit Party the Borrower shall have executed duly authorized, ex ecuted and delivered to the Collateral Agent the an Amended and Restated Security Agreement substantially in the form of Exhibit G (as may be amended, amended and restated, modified, supplemented, extended supplemented or renewed amended from time to time, the “"Security Agreement”") covering all of such Credit Party’s the Borrower's present and future Collateral referred to thereinSecurity Agreement Collateral, and shall have delivered to the Collateral Agenttogether with: (ia) proper financing statements Financing Statements (Form UCC-1 or the equivalentUCC-1) authorized fully executed for filing under the UCC and filings with the United States Patent and Trademark Office and United States Copyright Office, if applicable, or other appropriate filing offices of each U.S. national or state jurisdiction as may be required necessary or, in the opinion of the Collateral Agent, desirable to perfect the security interests purported to be created by the Security Agreement (except to the extent expressly not required by the Security Agreement); (iib) all of the Pledged Collateral, if any, referred to in the Security Agreement and then owned by such Credit Party together with executed and undated endorsements for transfer in the case of Pledged Collateral constituting certificated securities and all other documents and instruments required to perfect the security interest of the Collateral Agent in the Collateral (except to the extent expressly not required by the Security Agreement); (iii) certified copies of a recent date of requests Requests for information Information or copies Copies (Form UCC-1UCC-11), or equivalent reports as of a recent datereports, listing all effective financing statements that name the Borrower or any other Credit Party as debtor and that are filed in their respective the jurisdictions referred to in clause (a) above, together with copies of organizationsuch other financing statements (none of which shall cover the Collateral except to the extent evidencing Permitted Liens or as to which the Collateral Agent shall have received termination statements (Form UCC-3) or such other termination statements as shall be required by local law) fully executed for filing; (c) evidence of the completion of all other record ings and filings of, or with respect to, the Security Agreement as may be necessary or, in the opinion of the Collateral Agent, desirable to perfect or continue the perfection of the security interests granted by the Secu rity Agreement; (d) evidence that all other actions necessary or, in the opinion of the Collateral Agent, desirable to perfect and protect the security interests granted by the Security Agreement have been taken; and (ive) an executed Perfection Certificate; provided that officer's certificate to the extent any lien search oreffect that the liens on, if applicable, insurance certificate or endorsement, or any pledges of and security interest interests in any Collateral is not able to be provided and/or perfected on the Closing Date other than (x) Collateral constituting assets pursuant to which a security interest can be perfected by and property of the filing of a financing statement Borrower and its affiliates under the UCC or Original Security Agreement shall continue to constitute legal, valid, effective and continuing first priority (yex cept for Permitted Liens) Collateral constituting certificated Equity Interests of Borrower liens, pledges and each of its material Domestic Wholly-Owned Subsidiaries to which a security interest can be perfected by the delivery of such certificates (to the extent required under the Credit Documents) (provided that, with respect to the Target on the Closing Date, the foregoing shall only apply to the extent such certificated Equity Interests are received from the Target after the Credit Parties’ use of commercially reasonable efforts and any such certificates not delivered on the Closing Date shall be delivered thereafter pursuant to Section 9.13), in each case, after the Credit Parties’ use of commercially reasonable efforts to do so without undue burden or expense, then the provision and/or delivery of any lien search or, if applicable, insurance certificate or endorsement, and/or the provision and/or perfection of a security interest in such Collateral (or related closing deliverables), as applicable, shall not be required as a condition to the Closing Date (and the provisions of this Section 6.09 shall be deemed to have been satisfied) but instead shall be required to be provided and/or perfected within 90 days after the Closing Date (or such later date as mutually agreed by the Administrative Agent and Borrower acting reasonably) pursuant to Section 9.13terests securing all Obligations.

Security Agreement. On the Closing Date, each Credit Party The Administrative Agent shall have received, with counterparts for each Lender, executed counterparts of the Security Agreement, dated as of the date hereof, duly executed by the applicable Loan Party thereto, together with certificates (in the case of Capital Stock that are certificated securities (as defined in the UCC)) evidencing all of the issued and delivered outstanding Capital Stock owned by each Loan Party in each Guarantor and 65% of the issued and outstanding voting Capital Stock of each Foreign Subsidiary that is a Significant Subsidiary (together with all the issued and outstanding non-voting Capital Stock of such Foreign Subsidiary) directly owned by each Loan Party, which certificates in each case shall be accompanied by undated instruments of transfer duly executed in blank, or, if any Capital Stock (in the case of Capital Stock that are uncertificated securities (as defined in the UCC)), confirmation and evidence satisfactory to the Collateral Administrative Agent that the Security Agreement substantially security interest therein has been transferred to and perfected by the Administrative Agent for the benefit of the Secured Parties in accordance with Articles 8 and 9 of the form UCC and all laws otherwise applicable to the perfection of Exhibit G (as may be amended, amended and restated, modified, supplemented, extended or renewed from time to time, the “Security Agreement”) covering all pledge of such Credit Party’s present Capital Stock; copies of Filing Statements naming the Borrower and future Collateral referred each Guarantor as a debtor and the Administrative Agent as the secured party to therein, and shall have delivered to the Collateral Agent: (i) proper financing statements (Form UCC-1 or the equivalent) authorized for filing be filed under the UCC and filings with the United States Patent and Trademark Office and United States Copyright Office, if applicable, or other appropriate filing offices in their respective jurisdictions of each U.S. national or state jurisdiction as may be required organization to perfect the security interests purported of the Administrative Agent pursuant to be created by the Security Agreement (except to the extent expressly not required by the Security Agreement); (ii) all ; copies of the Pledged Collateralproper UCC Form UCC‑3 termination statements, if any, referred necessary to release all Liens and other rights of any Person in the Security Agreement and then owned any Collateral previously granted by such Credit Party any Person together with executed such other UCC Form UCC‑3 termination statements as the Administrative Agent may reasonably request from such Obligors except for Liens permitted under the Loan Documents; and undated endorsements for transfer in the case of Pledged Collateral constituting certificated securities and all other documents and instruments required to perfect the security interest of the Collateral Agent in the Collateral (except to the extent expressly not required by the Security Agreement); (iii) certified copies of a recent date of requests UCC Requests for information Information or copies Copies (Form UCC-1UCC‑11), or equivalent reports as of a recent datesimilar search report certified by CT Corporation, listing all effective financing statements that name Borrower or any other Credit Party as debtor and that are filed in their respective jurisdictions of organization; and (iv) an executed Perfection Certificate; provided that dated a date reasonably near to the extent any lien search orEffective Date, if applicable, insurance certificate or endorsement, or any security interest in any Collateral is not able to be provided and/or perfected on the Closing Date other than (x) Collateral constituting assets pursuant to which a security interest can be perfected by the filing of a financing statement under the UCC or (y) Collateral constituting certificated Equity Interests of Borrower and each of its material Domestic Wholly-Owned Subsidiaries to which a security interest can be perfected by the delivery of such certificates (to the extent required under the Credit Documents) (provided that, performed with respect to the Target on the Closing Date, the foregoing shall only apply Borrower and each Guarantor in jurisdictions acceptable to the extent Administrative Agent, together with copies of such certificated Equity Interests are received from financing statements (none of which shall cover any Collateral except for Liens permitted under the Target after the Credit Parties’ use of commercially reasonable efforts and any such certificates not delivered on the Closing Date shall be delivered thereafter pursuant to Section 9.13), in each case, after the Credit Parties’ use of commercially reasonable efforts to do so without undue burden Loan Documents or expense, then the provision and/or delivery of any lien search or, if applicable, insurance certificate or endorsement, and/or the provision and/or perfection of a security interest in such Collateral (or related closing deliverables), as applicable, shall not be required as a condition to the Closing Date (and the provisions of this Section 6.09 shall be deemed to for which UCC termination statements have been satisfied) but instead shall be required to be provided and/or perfected within 90 days after the Closing Date (or such later date as mutually agreed by the delivered). The Administrative Agent and Borrower acting reasonablyits counsel shall be satisfied that (i) the Lien granted to the Administrative Agent, for the benefit of the Secured Parties, in the Collateral is a first priority (or local equivalent thereof) security interest, subject, in certain cases, to Liens permitted under the Loan Documents; and (ii) no Lien exists on any of the Collateral other than the Lien created in favor of the Administrative Agent, for the benefit of the Secured Parties, pursuant to Section 9.13a Loan Document or, in certain cases, to Liens permitted under the Loan Documents.

Security Agreement. On the Closing Effective Date, each Credit Party the Borrower shall have duly authorized, executed and delivered to the Collateral Agent the Security Agreement substantially in the form of Exhibit G (as may be amended, amended and restated, modified, supplemented, extended or renewed from time to time, the “Security Agreement”) H hereto covering all of such Credit Partythe Borrower’s present and future Collateral referred to therein, and shall have delivered to the Collateral Agenttogether with: (i) proper financing statements (Form UCC-1 or the equivalent) authorized authenticated for filing under the UCC and filings with the United States Patent and Trademark Office and United States Copyright Office, if applicable, or other appropriate filing offices of each U.S. national or state jurisdiction as may be required necessary or, in the reasonable opinion of the Administrative Agent desirable, to perfect the security interests purported to be created by the Security Agreement (except to the extent expressly not required by the Security Agreement); (ii) all of the Pledged Collateral, if any, referred to in the Security Agreement and then owned by such Credit Party together with executed and undated endorsements for transfer in the case of Pledged Collateral constituting certificated securities and all other documents and instruments required to perfect the security interest of the Collateral Agent in the Collateral (except to the extent expressly not required by the Security Agreement); (iii) certified copies of a recent date of requests Requests for information Information or copies Copies (Form UCC-1UCC-11), or equivalent reports as reports, each of a recent date, listing all effective financing statements that name Borrower or any other Credit Party as debtor and that are filed in their respective the jurisdictions referred to in clause (i) above, together with copies of organizationsuch other financing statements that name Borrower as debtor (none of which shall cover any of the Collateral, except to the extent evidencing Permitted Liens or in respect of which the Administrative Agent shall have received termination statements (Form UCC-3) or such other termination statements as shall be required by local law fully executed (where required) for filing); (iii) evidence of the completion of (or adequate provision for) all other recordings and filings of, or with respect to, the Security Agreement as may be necessary or, in the reasonable opinion of the Administrative Agent desirable, to perfect or continue to perfect the security interests intended to be created by the Security Agreement; and (iv) an executed Perfection Certificate; provided evidence that all other actions necessary or, in the reasonable opinion of the Administrative Agent desirable, to create, maintain, effect, perfect, preserve, maintain and protect the extent any lien search orsecurity interests purported to be created by the Security Agreement have been taken, including, if applicable, insurance certificate or endorsement, or any security interest in any Collateral is not able to be provided and/or perfected on the Closing Date other than (x) Collateral constituting assets pursuant to which a security interest can be perfected by the filing of a financing statement under the UCC or (y) Collateral constituting certificated Equity Interests of Borrower and each of its material Domestic Wholly-Owned Subsidiaries to which a security interest can be perfected by the delivery of such certificates (to the extent required under the Credit Documents) (provided that, with respect to the Target on the Closing Date, the foregoing shall only apply to the extent such certificated Equity Interests are received from the Target after the Credit Parties’ use of commercially reasonable efforts and any such certificates not delivered on the Closing Date shall be delivered thereafter pursuant to Section 9.13), in each case, after the Credit Parties’ use of commercially reasonable efforts to do so without undue burden or expense, then the provision and/or delivery of any lien search or, if applicable, insurance certificate evidencing any SUBI or endorsement, and/or the provision and/or perfection of a security any undivided trust interest in such and trust which constitutes Collateral hereunder; and (or related closing deliverables), as applicable, shall not be required as a condition to v) the Closing Date (and the provisions of this Section 6.09 Security Agreement shall be deemed to have been satisfied) but instead shall be required to be provided and/or perfected within 90 days after the Closing Date (or such later date as mutually agreed by the Administrative Agent in full force and Borrower acting reasonably) pursuant to Section 9.13effect.

Security Agreement. On the Closing Date, each Each Credit Party shall have duly authorized, executed and delivered to the Collateral Agent the Security Agreement substantially in the form of Exhibit G (as may be amended, amended and restated, modified, supplemented, extended or renewed restated and/or supplemented from time to time, the “Security Agreement”) in the form of Exhibit H (with such modifications thereto as shall be reasonably acceptable to the Administrative Agent), covering all of such Credit Party’s present and future Collateral referred to thereinSecurity Agreement Collateral, and shall have delivered to the Collateral Agenttogether with: (i) proper financing statements (Form UCC-1 or the equivalent) authorized in proper form for filing in the appropriate filing offices under the UCC and filings with the United States Patent and Trademark Office and United States Copyright Office, if applicable, or other appropriate filing offices of each U.S. national or state jurisdiction as may be required necessary or, in the reasonable opinion of the Collateral Agent, desirable, to perfect the security interests purported to be created by the Security Agreement (except to the extent expressly not required by the Security Agreement); (ii) all of the Pledged Collateral, if any, referred to in the Security Agreement and then owned by such Credit Party together with executed and undated endorsements for transfer in the case of Pledged Collateral constituting certificated securities and all other documents and instruments required to perfect the security interest of the Collateral Agent in the Collateral (except to the extent expressly not required by the Security Agreement); (iii) certified copies of a recent date of requests for information or copies (Form UCC-1UCC-11), or equivalent reports as of a recent date, listing all effective financing statements that name the Borrower or any other Credit Party of its Subsidiaries as debtor and that are filed in their respective the jurisdictions referred to in clause (i) above and in such other jurisdictions in which Collateral is located on the Effective Date, together with copies of organizationsuch other financing statements that name the Borrower or any of its Subsidiaries as debtor (none of which shall cover any of the Collateral except (x) to the extent evidencing Permitted Liens or (y) those in respect of which the Collateral Agent shall have received termination statements (Form UCC-3) or such other termination statements as shall be required by local law fully executed for filing); (iii) evidence of the completion of all other recordings and filings of, or with respect to, the Security Agreement as may be necessary or, in the reasonable opinion of the Collateral Agent, desirable, to perfect the security interests intended to be created by the Security Agreement; and (iv) an executed Perfection Certificate; provided evidence that to the extent any lien search all other actions necessary or, if applicablein the reasonable opinion of the Collateral Agent, insurance certificate or endorsement, or any desirable to perfect and protect the security interest in any Collateral is not able interests purported to be provided and/or perfected on the Closing Date other than (x) Collateral constituting assets pursuant to which a security interest can be perfected created by the filing of a financing statement under Security Agreement have been taken, and the UCC or (y) Collateral constituting certificated Equity Interests of Borrower and each of its material Domestic Wholly-Owned Subsidiaries to which a security interest can be perfected by the delivery of such certificates (to the extent required under the Credit Documents) (provided that, with respect to the Target on the Closing Date, the foregoing shall only apply to the extent such certificated Equity Interests are received from the Target after the Credit Parties’ use of commercially reasonable efforts and any such certificates not delivered on the Closing Date Security Agreement shall be delivered thereafter pursuant to Section 9.13), in each case, after the Credit Parties’ use of commercially reasonable efforts to do so without undue burden or expense, then the provision and/or delivery of any lien search or, if applicable, insurance certificate or endorsement, and/or the provision and/or perfection of a security interest in such Collateral (or related closing deliverables), as applicable, shall not be required as a condition to the Closing Date (full force and the provisions of this Section 6.09 shall be deemed to have been satisfied) but instead shall be required to be provided and/or perfected within 90 days after the Closing Date (or such later date as mutually agreed by the Administrative Agent and Borrower acting reasonably) pursuant to Section 9.13effect.

Security Agreement. On the Closing Date, each Credit Party Borrower shall have duly authorized, executed and delivered to the Collateral Agent the Security Agreement substantially security agreement in the form of Exhibit G M hereto (as may be amended, amended and restated, modified, supplemented, extended or renewed restated and/or supplemented from time to time, the “"Security Agreement”") covering all of such Credit Party’s the Borrower's present and future Collateral collateral referred to therein, and shall have delivered to the Collateral Agenttogether with: (i) proper financing statements (Form UCC-1 or the equivalent) authorized authenticated for filing under the UCC and filings with the United States Patent and Trademark Office and United States Copyright Office, if applicable, or other appropriate filing offices of each U.S. national or state jurisdiction as may be required necessary or, in the reasonable opinion of the Majority Lenders desirable, to perfect the security interests purported to be created by the Security Agreement (except to the extent expressly not required by the Security Agreement); (ii) all of the Pledged Collateral, if any, referred to in the Security Agreement and then owned by such Credit Party together with executed and undated endorsements for transfer in the case of Pledged Collateral constituting certificated securities and all other documents and instruments required to perfect the security interest of the Collateral Agent in the Collateral (except to the extent expressly not required by the Security Agreement); (iii) certified copies of a recent date of requests Requests for information Information or copies Copies (Form UCC-1UCC-11), or equivalent reports as reports, each of a recent date, listing all effective financing statements that name the Borrower or any other Credit Party as debtor and that are filed in their respective the jurisdictions referred to in clause (i) above, together with copies of organizationsuch other financing statements that name the Borrower as debtor (none of which shall cover any of the Collateral, except to the extent evidencing Permitted Liens or Liens under the Bank Facility Credit Agreement or the Swingline Credit Agreement, or in respect of which the Loan Servicer shall have received termination statements (Form UCC-3) or such other termination statements as shall be required by local law fully executed (where required) for filing); (iii) evidence of the completion of (or adequate provision for) all other recordings and filings of, or with respect to, the Security Agreement as may be necessary or, in the reasonable opinion of the Majority Lenders desirable, to perfect the security interests intended to be created by the Security Agreement; and (iv) an executed Perfection Certificate; provided evidence that to the extent any lien search all other actions necessary or, if applicablein the reasonable opinion of the Majority Lenders desirable, insurance certificate or endorsementto create, or any maintain, effect, perfect, preserve, maintain and protect the security interest in any Collateral is not able interests purported to be provided and/or perfected on the Closing Date other than (x) Collateral constituting assets pursuant to which a security interest can be perfected created by the filing of a financing statement under Security Agreement have been taken; and the UCC or (y) Collateral constituting certificated Equity Interests of Borrower and each of its material Domestic Wholly-Owned Subsidiaries to which a security interest can be perfected by the delivery of such certificates (to the extent required under the Credit Documents) (provided that, with respect to the Target on the Closing Date, the foregoing shall only apply to the extent such certificated Equity Interests are received from the Target after the Credit Parties’ use of commercially reasonable efforts and any such certificates not delivered on the Closing Date Security Agreement shall be delivered thereafter pursuant to Section 9.13), in each case, after the Credit Parties’ use of commercially reasonable efforts to do so without undue burden or expense, then the provision and/or delivery of any lien search or, if applicable, insurance certificate or endorsement, and/or the provision and/or perfection of a security interest in such Collateral (or related closing deliverables), as applicable, shall not be required as a condition to the Closing Date (full force and the provisions of this Section 6.09 shall be deemed to have been satisfied) but instead shall be required to be provided and/or perfected within 90 days after the Closing Date (or such later date as mutually agreed by the Administrative Agent and Borrower acting reasonably) pursuant to Section 9.13effect.

Security Agreement. On The Supply and Offtake Security Agreement is effective to create in favor of MLC, legal, valid and enforceable (except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law) Liens on, and security interests in, the Closing Date, each Credit Party shall have executed and delivered Collateral to the extent that an enforceable Lien in such Collateral Agent the Security Agreement substantially in the form of Exhibit G (as may be amendedcreated under any applicable law of the United States or any state thereof, amended including the applicable UCC and restated, modified, supplemented, extended or renewed from time to time, the “Security Agreement”) covering all of such Credit Party’s present and future Collateral referred to therein, and shall have delivered to the Collateral Agent: when (i) proper financing statements (Form UCC-1 or including any amendments to existing financing statements) and other filings in appropriate form are filed in the equivalent) authorized for filing under the UCC and filings with the United States Patent and Trademark Office and United States Copyright Office, if applicable, or other appropriate filing offices of each U.S. national or state jurisdiction as may be required to perfect the security interests purported to be created by the Security Agreement (except specified on Schedule 5 to the extent expressly not required by the Security Agreement); Supply and Offtake Perfection Certificate with payment of any associated filing fee and (ii) all upon the taking of the Pledged Collateral, if any, referred to in the Security Agreement and then owned possession or control by such Credit Party together with executed and undated endorsements for transfer in the case of Pledged Collateral constituting certificated securities and all other documents and instruments required to perfect the security interest MLC of the Collateral Agent in the Collateral (except to the extent expressly not required by the Security Agreement); (iii) certified copies of a recent date of requests for information or copies (Form UCC-1), or equivalent reports as of a recent date, listing all effective financing statements that name Borrower or any other Credit Party as debtor and that are filed in their respective jurisdictions of organization; and (iv) an executed Perfection Certificate; provided that to the extent any lien search or, if applicable, insurance certificate or endorsement, or any security interest in any Collateral is not able to be provided and/or perfected on the Closing Date other than (x) Collateral constituting assets pursuant with respect to which a security interest can may be perfected only by possession or control (which possession or control shall be given to MLC to the extent possession or control by MLC is required by the filing Supply and Offtake Security Agreement), the Liens created by the Supply and Offtake Security Agreement shall constitute perfected ** Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. Liens on, and security interests in, all right, title and interest of a financing statement under the UCC or grantors in the Collateral (y) other than such Collateral constituting certificated Equity Interests of Borrower and each of its material Domestic Wholly-Owned Subsidiaries to in which a security interest can cannot be perfected by the delivery of such certificates (to the extent required under the Credit Documents) (provided that, with respect to UCC as in effect at the Target on relevant time in the Closing Date, the foregoing shall only apply to the extent such certificated Equity Interests are received from the Target after the Credit Parties’ use of commercially reasonable efforts and any such certificates not delivered on the Closing Date shall be delivered thereafter pursuant to Section 9.13relevant jurisdiction), in each case, after case having priority over all other Liens on the Credit Parties’ use of commercially reasonable efforts to do so without undue burden or expense, then the provision and/or delivery of any lien search or, if applicable, insurance certificate or endorsement, and/or the provision and/or perfection of a security interest in such Collateral (or related closing deliverables), as applicable, shall not be required as a condition other than Permitted Liens) and subject to the Closing Date (and the provisions of this Section 6.09 shall be deemed to have been satisfied) but instead shall be required to be provided and/or perfected within 90 days after the Closing Date (or such later date as mutually agreed by the Administrative Agent and Borrower acting reasonably) pursuant to Section 9.13no Liens other than Permitted Liens.

Security Agreement. On the Closing Restatement Effective Date, each Credit Party of the Borrowers shall have duly authorized, executed and delivered to the Collateral Agent the Security Agreement substantially amended and restated security agreement in the form of Exhibit G M hereto (as may be amended, amended and restated, modified, supplemented, extended or renewed restated and/or supplemented from time to time, the “"Security Agreement”") covering all of such Credit Party’s Borrower's present and future Collateral collateral referred to therein, and shall have delivered to the Collateral Agenttogether with: (i) proper financing statements (Form UCC-1 or the equivalent) authorized authenticated for filing under the UCC and filings with the United States Patent and Trademark Office and United States Copyright Office, if applicable, or other appropriate filing offices of each U.S. national or state jurisdiction as may be required necessary or, in the reasonable opinion of the Administrative Agent desirable, to perfect the security interests purported to be created by the Security Agreement (except to the extent expressly not required by the Security Agreement); (ii) all of the Pledged Collateral, if any, referred to in the Security Agreement and then owned by such Credit Party together with executed and undated endorsements for transfer in the case of Pledged Collateral constituting certificated securities and all other documents and instruments required to perfect the security interest of the Collateral Agent in the Collateral (except to the extent expressly not required by the Security Agreement); (iii) certified copies of a recent date of requests Requests for information Information or copies Copies (Form UCC-1UCC-11), or equivalent reports as reports, each of a recent date, listing all effective financing statements that name a Borrower or any other Credit Party as debtor and that are filed in their respective the jurisdictions referred to in clause (i) above, together with copies of organizationsuch other financing statements that name a Borrower as debtor (none of which shall cover any of the Collateral, except to the extent evidencing Permitted Liens or in respect of which the Administrative Agent shall have received termination statements (Form UCC-3) or such other termination statements as shall be required by local law fully executed (where required) for filing); (iii) evidence of the completion of (or adequate provision for) all other recordings and filings of, or with respect to, the Security Agreement as may be necessary or, in the reasonable opinion of the Administrative Agent desirable, to perfect the security interests intended to be created by the Security Agreement; and (iv) an executed Perfection Certificate; provided evidence that to the extent any lien search all other actions necessary or, if applicable, insurance certificate or endorsement, or any security interest in any Collateral is not able to be provided and/or perfected on the Closing Date other than (x) Collateral constituting assets pursuant to which a security interest can be perfected by the filing reasonable opinion of a financing statement under the UCC or (y) Collateral constituting certificated Equity Interests of Borrower and each of its material Domestic Wholly-Owned Subsidiaries to which a security interest can be perfected by the delivery of such certificates (to the extent required under the Credit Documents) (provided that, with respect to the Target on the Closing Date, the foregoing shall only apply to the extent such certificated Equity Interests are received from the Target after the Credit Parties’ use of commercially reasonable efforts and any such certificates not delivered on the Closing Date shall be delivered thereafter pursuant to Section 9.13), in each case, after the Credit Parties’ use of commercially reasonable efforts to do so without undue burden or expense, then the provision and/or delivery of any lien search or, if applicable, insurance certificate or endorsement, and/or the provision and/or perfection of a security interest in such Collateral (or related closing deliverables), as applicable, shall not be required as a condition to the Closing Date (and the provisions of this Section 6.09 shall be deemed to have been satisfied) but instead shall be required to be provided and/or perfected within 90 days after the Closing Date (or such later date as mutually agreed by the Administrative Agent desirable, to create, maintain, effect, perfect, preserve, maintain and Borrower acting reasonably) pursuant protect the security interests purported to Section 9.13be created by the Security Agreement have been taken; and the Security Agreement shall be in full force and effect.

Security Agreement. On the Closing Date, each Credit Party Borrower shall have duly authorized, executed and delivered to the Collateral Agent the a Security Agreement substantially in the form of Exhibit G 5.1(b) (as may be amended, amended and restated, modified, supplemented, extended supplemented or renewed otherwise modified from time to time, the “"Security Agreement”") covering all of such Credit Party’s present and future Collateral referred to therein, and shall have delivered to the Collateral Agenttogether with: (i) proper financing statements (Form UCC-1 or the equivalentsuch other financial statements or similar notices as shall be required by local law) authorized fully executed for filing under the UCC and filings with the United States Patent and Trademark Office and United States Copyright Office, if applicable, or other appropriate filing offices of each U.S. national or state jurisdiction as may be required necessary or, in the opinion of Agent, desirable to perfect the security interests purported to be created by the Security Agreement (except to the extent expressly not required by the Security Agreement); (ii) all of the Pledged Collateral, if any, referred to in the Security Agreement and then owned by such Credit Party together with executed and undated endorsements for transfer in the case of Pledged Collateral constituting certificated securities and all other documents and instruments required to perfect the security interest of the Collateral Agent in the Collateral (except to the extent expressly not required by the Security Agreement); (iii) certified copies of a recent date of requests Requests for information Information or copies Copies (Form UCC-1), or equivalent reports as of a recent datereports, listing all effective financing statements or similar notices that name Borrower or its Subsidiaries (by its actual name or any trade name, fictitious name or similar name), or any division or other Credit Party operating unit thereof, as debtor and that are filed in their respective jurisdictions the jurisdiction referred to in said clause (i), together with copies of organization; andsuch other financing statements (none of which shall cover the Collateral except to the extent evidencing Permitted Liens or for which Agent shall have received termination statements (Form UCC-3 or such other termination statements as shall be required by local law) fully executed for filing); (iii) evidence of the completion of all other recordings and filings of, or with respect to, the Security Agreement and all other actions as may be necessary or, in the opinion of Agent, desirable to perfect the security interests intended to be created by the Security Agreement; (iv) an executed Perfection Certificate; Landlord Consent from each lessor of any leased facility of Borrower or any Subsidiary of Borrower at which any Collateral may be located as Agent may request (provided that to the extent any lien search or, if applicable, insurance certificate or endorsement, or any security interest in any Collateral is such Landlord Consent has not able to be provided and/or perfected on the Closing Date other than (x) Collateral constituting assets pursuant to which a security interest can be perfected by the filing of a financing statement under the UCC or (y) Collateral constituting certificated Equity Interests of Borrower and each of its material Domestic Wholly-Owned Subsidiaries to which a security interest can be perfected by the delivery of such certificates (to the extent required under the Credit Documents) (provided that, with respect to the Target been delivered on the Closing Date, the foregoing Borrower shall only apply use its reasonable best efforts to the extent cause such certificated Equity Interests are received from the Target after the Credit Parties’ use of commercially reasonable efforts Landlord Consents to be executed and any such certificates not delivered on promptly following the Closing Date shall Date); and (v) evidence that all other actions necessary, or in the reasonable opinion of Agent, desirable to perfect the security interests purported to be delivered thereafter pursuant to Section 9.13), in each case, after taken by the Credit Parties’ use of commercially reasonable efforts to do so without undue burden or expense, then the provision and/or delivery of any lien search or, if applicable, insurance certificate or endorsement, and/or the provision and/or perfection of a security interest in such Collateral (or related closing deliverables), as applicable, shall not be required as a condition to the Closing Date (and the provisions of this Section 6.09 shall be deemed to Security Agreement have been satisfied) but instead shall be required to be provided and/or perfected within 90 days after the Closing Date (or such later date as mutually agreed by the Administrative Agent and Borrower acting reasonably) pursuant to Section 9.13.taken;

Security Agreement. On The Supply and Offtake Security Agreement is effective to create in favor of MLC, legal, valid and enforceable (except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law) Liens on, and security interests in, the Closing Date, each Credit Party shall have executed and delivered Collateral to the extent that an enforceable Lien in such Collateral Agent the Security Agreement substantially in the form of Exhibit G (as may be amendedcreated under any applicable law of the United States or any state thereof, amended including the applicable UCC and restated, modified, supplemented, extended or renewed from time to time, the “Security Agreement”) covering all of such Credit Party’s present and future Collateral referred to therein, and shall have delivered to the Collateral Agent: when (i) proper financing statements (Form UCC-1 or including any amendments to existing financing statements) and other filings in appropriate form are filed in the equivalent) authorized for filing under the UCC and filings with the United States Patent and Trademark Office and United States Copyright Office, if applicable, or other appropriate filing offices of each U.S. national or state jurisdiction as may be required to perfect the security interests purported to be created by the Security Agreement (except specified on Schedule 5 to the extent expressly not required by the Security Agreement); Supply and Offtake Perfection Certificate with payment of any associated filing fee and (ii) all upon the taking of the Pledged Collateral, if any, referred to in the Security Agreement and then owned possession or control by such Credit Party together with executed and undated endorsements for transfer in the case of Pledged Collateral constituting certificated securities and all other documents and instruments required to perfect the security interest MLC of the Collateral Agent in the Collateral (except to the extent expressly not required by the Security Agreement); (iii) certified copies of a recent date of requests for information or copies (Form UCC-1), or equivalent reports as of a recent date, listing all effective financing statements that name Borrower or any other Credit Party as debtor and that are filed in their respective jurisdictions of organization; and (iv) an executed Perfection Certificate; provided that to the extent any lien search or, if applicable, insurance certificate or endorsement, or any security interest in any Collateral is not able to be provided and/or perfected on the Closing Date other than (x) Collateral constituting assets pursuant with respect to which a security interest can may be perfected only by possession or control (which possession or control shall be given to MLC to the extent possession or control by MLC is required by the filing Supply and Offtake Security Agreement), the Liens created by the Supply and Offtake Security Agreement shall constitute perfected Liens on, and security interests in, all right, title and interest of a financing statement under the UCC or grantors in the Collateral (y) other than such Collateral constituting certificated Equity Interests of Borrower and each of its material Domestic Wholly-Owned Subsidiaries to in which a security interest can cannot be perfected by the delivery of such certificates (to the extent required under the Credit DocumentsUCC as in effect at the relevant time in the relevant jurisdiction), in each case having priority over all other Liens on the Collateral (other than Permitted Liens) (provided that, and subject to no Liens other than Permitted Liens. ** Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the Target on the Closing Date, the foregoing shall only apply to the extent such certificated Equity Interests are received from the Target after the Credit Parties’ use of commercially reasonable efforts and any such certificates not delivered on the Closing Date shall be delivered thereafter pursuant to Section 9.13), in each case, after the Credit Parties’ use of commercially reasonable efforts to do so without undue burden or expense, then the provision and/or delivery of any lien search or, if applicable, insurance certificate or endorsement, and/or the provision and/or perfection of a security interest in such Collateral (or related closing deliverables), as applicable, shall not be required as a condition to the Closing Date (and the provisions of this Section 6.09 shall be deemed to have been satisfied) but instead shall be required to be provided and/or perfected within 90 days after the Closing Date (or such later date as mutually agreed by the Administrative Agent and Borrower acting reasonably) pursuant to Section 9.13omitted portions.

Security Agreement. On the Closing Effective Date, each Credit Party shall have duly authorized, executed and delivered to the Collateral Agent the Security Agreement substantially in the form of Exhibit G I (as may be amended, amended and restated, modified, supplemented, extended or renewed restated and/or supplemented from time to time, the “Security Agreement”) covering all of such Credit Party’s present and future Collateral referred to thereinSecurity Agreement Collateral, and shall have delivered to the Collateral Agenttogether with: (ia) proper financing statements (Form UCC-1 or the equivalent) authorized for filing under the UCC and filings with the United States Patent and Trademark Office and United States Copyright Office, if applicable, or other appropriate filing offices of each U.S. national or state jurisdiction as may be required necessary or, in the reasonable opinion of the Collateral Agent, advisable, to perfect the security interests purported to be created by the Security Agreement (except to the extent expressly not required by the Security Agreement); (ii) all of the Pledged Collateral, if any, referred to in the Security Agreement and then owned by such Credit Party together with executed and undated endorsements for transfer in the case of Pledged Collateral constituting certificated securities and all other documents and instruments required to perfect the security interest of the Collateral Agent in the Collateral (except to the extent expressly not required by the Security Agreement); (iiib) certified copies of a recent date of (x) requests for information or copies (Form UCC-1UCC-11), or equivalent reports as of a recent date, listing all effective financing statements that name Borrower Holdings, the Borrower, any of its Restricted Subsidiaries, the Target or any other Credit Party of its Restricted Subsidiaries as debtor and that are filed in their respective the jurisdictions referred to in clause (i) above, together with copies of organizationsuch other financing statements that name Holdings, the Borrower, any of its Restricted Subsidiaries, the Target or any of its Restricted Subsidiaries as debtor (none of which shall cover any Collateral except to the extent evidencing Permitted Liens and (y) reports as of a recent date listing all effective tax and judgment liens (if any) with respect to Holdings, the Borrower, any of its Restricted Subsidiaries, the Target or any of its Restricted Subsidiaries in each jurisdiction as the Administrative Agent may reasonably require; (c) confirmation that arrangements reasonably satisfactory to the Administrative Agent have been made for all other recordings and filings of, or with respect to, the Security Agreement as may be necessary or, in the reasonable opinion of the Collateral Agent, advisable, to perfect and protect the security interests intended to be created by the Security Agreement; and (ivd) an executed Perfection Certificate; provided evidence that to the extent any lien search all other actions necessary or, if applicablein the reasonable opinion of the Collateral Agent, insurance certificate or endorsement, or any advisable to perfect and protect the security interest in any Collateral is not able interests purported to be provided and/or perfected on the Closing Date other than (x) Collateral constituting assets pursuant to which a security interest can be perfected created by the filing of a financing statement under Security Agreement have been taken, and the UCC or (y) Collateral constituting certificated Equity Interests of Borrower Security Agreement shall be in full force and each of its material Domestic Wholly-Owned Subsidiaries to which a security interest can be perfected by effect. On the delivery of such certificates (to the extent required under the Credit Documents) (provided that, with respect to the Target on the Closing Effective Date, the foregoing shall only apply to the extent such certificated Equity Interests are received from the Target after the Credit Parties’ use of commercially reasonable efforts and any such certificates not delivered on the Closing Date Security Agreement shall be delivered thereafter pursuant to Section 9.13), in each case, after the Credit Parties’ use of commercially reasonable efforts to do so without undue burden or expense, then the provision and/or delivery of any lien search or, if applicable, insurance certificate or endorsement, and/or the provision and/or perfection of a security interest in such Collateral (or related closing deliverables), as applicable, shall not be required as a condition to the Closing Date (full force and the provisions of this Section 6.09 shall be deemed to have been satisfied) but instead shall be required to be provided and/or perfected within 90 days after the Closing Date (or such later date as mutually agreed by the Administrative Agent and Borrower acting reasonably) pursuant to Section 9.13effect.

Security Agreement. On the Closing Initial Borrowing Date, JCC Holding, the Borrower and each Credit Party Subsidiary Guarantor shall have duly authorized, executed and delivered to the Collateral Agent the Exhibit B - 2 98 a Security Agreement substantially in the form of Exhibit G F (as may be amended, amended and restated, modified, supplemented, extended supplemented or renewed amended from time to time, the “"Security Agreement”") covering all of such Credit Party’s JCC Holdings', the Borrower's and each Subsidiary Guarantor's present and future Collateral referred to thereinSecurity Agreement Collateral, and shall have delivered to the Collateral Agenttogether with: (ia) proper financing statements Financing Statements (Form UCC-1 or the equivalentUCC-1) authorized fully executed for filing under the UCC and filings with the United States Patent and Trademark Office and United States Copyright Office, if applicable, or other appropriate filing offices of each U.S. national or state jurisdiction as may be required necessary or desirable to perfect the security interests purported to be created by the Security Agreement (except to the extent expressly not required by the Security Agreement); (iib) all of the Pledged Collateralunless otherwise previously provided, if any, referred to in the Security Agreement and then owned by such Credit Party together with executed and undated endorsements for transfer in the case of Pledged Collateral constituting certificated securities and all other documents and instruments required to perfect the security interest of the Collateral Agent in the Collateral (except to the extent expressly not required by the Security Agreement); (iii) certified copies of a recent date of requests Requests for information Information or copies Copies (Form UCC-1UCC-11), or equivalent reports as of a recent datereports, listing all effective financing statements that name JCC Holding, the Borrower or any other Credit Party Subsidiary Guarantor as debtor and that are filed in their respective the jurisdictions referred to in clause (a) above, together with copies of organizationsuch other financing statements (none of which shall cover the Collateral except to the extent evidencing Permitted Liens or in respect of which the Collateral Agent shall have received termination or assignment statements (Form UCC-3) or such other termination statements as shall be required by local law) fully executed for filing; (c) evidence of the completion of all other recordings and filings of, or with respect to, the Security Agreement as may be necessary or desirable to perfect the security interests intended to be created by the Security Agreement; and (ivd) an executed Perfection Certificate; provided evidence that JCC Holding, the Borrower and the Subsidiary Guarantors have obtained all necessary consents to permit them to assign to the extent any lien search orCollateral Agent pursuant to the Security Agreement all of the their right, if applicabletitle and interest in and to all material Permits required to be obtained by the Initial Borrowing Date in connection with the ownership, insurance certificate or endorsementlease, construction, equipping and operation of the Project or any security interest in any Collateral is not able facilities or services ancillary thereto and the other transactions contemplated by the Credit Documents and the other Documents and otherwise referred to be provided and/or perfected on herein or therein, construction documents, architectural and engineering documents, maintenance, management (including the Closing Date Management Agreement), leasing and service documents and franchise contracts relating to the Project (other than (x) Collateral constituting assets pursuant the Casino Operating Contract and (y) to which the extent a security interest can be perfected by the filing of a financing statement under the UCC or (y) Collateral constituting certificated Equity Interests of Borrower and each of its material Domestic Wholly-Owned Subsidiaries to which a security interest can be perfected by the delivery of such certificates (to the extent required under the Credit Documents) (provided that, with respect to the Target on the Closing Date, the foregoing shall only apply to the extent such certificated Equity Interests are received from the Target after the Credit Parties’ use of commercially reasonable efforts and any such certificates not delivered on the Closing Date shall be delivered thereafter pursuant to Section 9.13), in each case, after the Credit Parties’ use of commercially reasonable efforts to do so without undue burden or expense, then the provision and/or delivery of any lien search or, if applicable, insurance certificate or endorsement, and/or the provision and/or perfection of a security interest in such Collateral (or related closing deliverables), as applicable, shall therein cannot be required as a condition to the Closing Date (and the provisions of this Section 6.09 shall be deemed to have been satisfied) but instead shall be required to be provided and/or perfected within 90 days after the Closing Date (or such later date as mutually agreed by the Administrative Agent and Borrower acting reasonably) pursuant to Section 9.13so granted under applicable law, any other Permit).

Security Agreement. On the Closing Date, each Credit Party shall have executed and delivered to the Collateral Agent the First Lien Security Agreement substantially in the form of Exhibit G (as may be amended, amended and restated, modified, supplemented, extended or renewed from time to time, the “Security Agreement”) covering all of such Credit Party’s present and future Collateral referred to therein, and shall have delivered to the Collateral Agent: (i) proper financing statements (Form UCC-1 or the equivalent) authorized for filing under the UCC and filings with the United States Patent and Trademark Office and United States Copyright Office, if applicable, Office or other appropriate filing offices of each U.S. national or state jurisdiction as may be required necessary to perfect the security interests purported to be created by the Security Agreement (except to the extent expressly not required by the Security Agreement); (ii) all of the Pledged Collateral, if any, referred to in the Security Agreement and then owned by such Credit Party together with executed and undated endorsements for transfer in the case of Pledged Collateral constituting certificated securities and all other documents and instruments required to perfect the security interest of the Collateral Agent in the Collateral (except to the extent expressly not required by the Security Agreement)securities; (iii) certified copies of a recent date of requests for information or copies (Form UCC-1), or equivalent reports as of a recent date, listing all effective financing statements that name Borrower the Borrowers or any other Credit Party as debtor and that are filed in their respective the jurisdictions referred to in the Perfection Certificate, together with copies of organizationsuch financing statements; and (iv) an executed Perfection Certificate; provided that to the extent any lien search or, if applicable, insurance certificate or endorsement, or any security interest in any Collateral is not able to be provided and/or perfected on the Closing Date other than (x) Collateral constituting assets pursuant to which a security interest can be perfected after the use by the filing of a financing statement under the UCC or (y) Collateral constituting certificated Equity Interests of Borrower and each of its material Domestic Wholly-Owned Subsidiaries to which a security interest can be perfected by the delivery of such certificates (to the extent required under the Credit Documents) (provided that, with respect to the Target on the Closing DateHoldings, the foregoing shall only apply to Borrowers and the extent such certificated Equity Interests are received from the Target after the Credit Parties’ use Subsidiary Guarantors of commercially reasonable efforts and any such certificates not delivered on the Closing Date shall be delivered thereafter pursuant to Section 9.13), in each case, after the Credit Parties’ use of commercially reasonable efforts to do so without undue burden or expense, then the provision and/or delivery of any lien search or, if applicable, insurance certificate or endorsement, and/or the provision and/or perfection of a security interest in such Collateral (or related closing deliverables), as applicable, shall not be required as a condition to the Closing Date (and the provisions of this Section 6.09 shall be deemed to have been satisfied) but instead satisfied and the Credit Parties shall be required to provide such Collateral in accordance with the provisions set forth in Section 9.13 if, and only if, each Credit Party shall have executed and delivered the Security Agreement and the Collateral Agent shall have a perfected security interest in all Collateral of the type for which perfection may be provided and/or perfected within 90 days after the Closing Date (or such later date as mutually agreed accomplished by the Administrative Agent and Borrower acting reasonably) pursuant to Section 9.13.filing a UCC

Security Agreement. On By executing and delivering this Assumption Agreement, the Closing DateAdditional Grantor, each Credit Party shall have executed and delivered as provided in Section 11.14 of the Security Agreement, (a) hereby becomes a party to the Collateral Agent the Security Agreement substantially in as a Grantor thereunder with the form same force and effect as if originally named therein as a Grantor and, without limiting the generality of Exhibit G the foregoing, hereby expressly assumes all obligations and liabilities of a Grantor thereunder, (b) hereby grants to the First Lien Administrative Agent, as may be amended, amended and restated, modified, supplemented, extended or renewed from time to time, security for the “Security Agreement”) covering all First Lien Obligations of such Credit Party’s present and future Collateral referred to thereinAdditional Grantor, and shall have delivered to the Collateral Agent: (i) proper financing statements (Form UCC-1 or the equivalent) authorized for filing under the UCC and filings with the United States Patent and Trademark Office and United States Copyright Office, if applicable, or other appropriate filing offices of each U.S. national or state jurisdiction as may be required to perfect the security interests purported to be created by the Security Agreement (except to the extent expressly not required by the Security Agreement); (ii) all of the Pledged Collateral, if any, referred to in the Security Agreement and then owned by such Credit Party together with executed and undated endorsements for transfer in the case of Pledged Collateral constituting certificated securities and all other documents and instruments required to perfect the security interest of the Collateral Agent in the Collateral (except to the extent expressly not required by the Security Agreement); (iii) certified copies of a recent date of requests for information or copies (Form UCC-1), or equivalent reports as of a recent date, listing all effective financing statements that name Borrower or any other Credit Party as debtor and that are filed in their respective jurisdictions of organization; and (iv) an executed Perfection Certificate; provided that to the extent any lien search or, if applicable, insurance certificate or endorsement, or any security interest in any Collateral is not able to be provided and/or perfected on the Closing Date other than (x) Collateral constituting assets pursuant to which a security interest can be perfected by the filing of a financing statement under the UCC or (y) Collateral constituting certificated Equity Interests of Borrower and each of its material Domestic Wholly-Owned Subsidiaries to which a security interest can be perfected by the delivery of such certificates (to the extent required under the Credit Documents) (provided that, with respect to the Target on the Closing Date, the foregoing shall only apply to the extent such certificated Equity Interests are received from the Target after the Credit Parties’ use of commercially reasonable efforts and any such certificates not delivered on the Closing Date shall be delivered thereafter pursuant to Section 9.13), in each case, after the Credit Parties’ use of commercially reasonable efforts to do so without undue burden or expense, then the provision and/or delivery of any lien search or, if applicable, insurance certificate or endorsement, and/or the provision and/or perfection of a security interest in such all of the Additional Grantor's right, title and interest in any and to all Collateral of Additional Grantor, in each case whether now owned or hereafter acquired or in which Additional Grantor now has or hereafter acquires an interest and wherever the same may be located, but subject in all respects to the terms, conditions and exclusions set forth in the Security Agreement, and (or related closing deliverables)c) hereby grants to the Second Lien Administrative Agent, as applicablesecurity for the Second Lien Obligations of such Additional Grantor, shall not a security interest in all of the Additional Grantor's right, title and interest in any and to all Collateral of Additional Grantor, in each case whether now owned or hereafter acquired or in which Additional Grantor now has or hereafter acquires an interest and wherever the same may be required as a condition located, but subject in all respects to the Closing Date terms, conditions and exclusions set forth in the Security Agreement. The information set forth in Annex 1-A hereto is hereby added to the information set forth in the Schedules to the Security Agreement. The Additional Grantor hereby represents and warrants that each of the representations and warranties contained in Section 4 of the Security Agreement is true and correct on and as the date hereof (after giving effect to this Assumption Agreement) as if made on and the provisions as of this Section 6.09 shall be deemed to have been satisfied) but instead shall be required to be provided and/or perfected within 90 days after the Closing Date (or such later date as mutually agreed by the Administrative Agent and Borrower acting reasonably) pursuant to Section 9.13date.

Security Agreement. On or prior to the Closing Date, each Credit Party shall have executed and delivered to the Collateral Agent the Security Agreement substantially in the form of Exhibit G (as may be amended, amended and restated, modified, supplemented, extended or renewed from time to time, the “Security Agreement”) covering all of such Credit Party’s present and future Collateral referred to therein, and shall have delivered to the Collateral Agent: (i) proper financing statements (Form UCC-1 or the equivalent) authorized for filing under the UCC and filings with the United States Patent and Trademark Office and United States Copyright Office, if applicable, Office or other appropriate filing offices of each U.S. national or state jurisdiction as may be required reasonably necessary to perfect the security interests purported to be created by the Security Agreement (except to the extent expressly not required by the Security Agreement); (ii) all of the Pledged Collateral, if any, referred to in the Security Agreement and then owned by such Credit Party together with executed and undated endorsements for transfer in the case of Pledged Collateral constituting certificated securities and all other documents and instruments required to perfect the security interest of the Collateral Agent in the Collateral (except to the extent expressly not required by the Security Agreement)securities; (iii) certified copies of a recent date of requests for information or copies (Form UCC-1), or equivalent reports as of a recent date, listing all effective financing statements that name Borrower the Borrowers or any other Credit Party as debtor and that are filed in their respective the jurisdictions referred to in the Perfection Certificate, together with copies of organizationsuch financing statements; and (iv) an a Perfection Certificate executed Perfection Certificateby the Credit Parties; provided that to the extent any lien search or, if applicable, insurance certificate or endorsement, or any security interest in any Collateral is not able to be provided and/or perfected on the Closing Date other than (x) Collateral constituting assets pursuant to which a security interest can be perfected after the use by the filing of a financing statement under the UCC or (y) Collateral constituting certificated Equity Interests of Borrower and each of its material Domestic Wholly-Owned Subsidiaries to which a security interest can be perfected by the delivery of such certificates (to the extent required under the Credit Documents) (provided that, with respect to the Target on the Closing DateHoldings, the foregoing shall only apply to Borrowers and the extent such certificated Equity Interests are received from the Target after the Credit Parties’ use Subsidiary Guarantors of commercially reasonable efforts and any such certificates not delivered on the Closing Date shall be delivered thereafter pursuant to Section 9.13), in each case, after the Credit Parties’ use of commercially reasonable efforts to do so without undue burden or expense, then the provision and/or delivery of any lien search or, if applicable, insurance certificate or endorsement, and/or the provision and/or perfection of a security interest in such Collateral (or related closing deliverables), as applicable, shall not be required as a condition to the Closing Date (and the provisions of this Section 6.09 shall be deemed to have been satisfied) but instead satisfied and the Credit Parties shall be required to provide such Collateral in accordance with the provisions set forth in Section 9.13 if, and only if, each Credit Party shall have executed and delivered the Security Agreement and the Collateral Agent shall have a perfected security interest in all Collateral of the type for which perfection may be provided and/or perfected within 90 days after the Closing Date (or such later date as mutually agreed accomplished by the Administrative Agent filing of a UCC financing statement in the jurisdiction of organization of the applicable Credit Party or possession of certificated securities of Lead Borrower and the material Wholly-Owned Domestic Subsidiaries (to the extent required by the Security Agreement and, in the case of the Lead Borrower acting reasonably) pursuant and the ISI Companies that are Subsidiaries of the Lead Borrower after giving effect to Section 9.13the Contribution, to the extent they have been received by the Credit Parties after use of commercially reasonable efforts).

Security Agreement. On or before the Closing Effective Date, each Credit Party the Borrowers shall have duly authorized, executed and delivered to the Collateral Agent the Security Agreement substantially and Assignment of Earnings and Insurances in the form of Exhibit G H (as may be amended, amended and restated, modified, supplemented, extended modified or renewed supplemented from time to time, the “a "Security Agreement”" and, together with any additional security agreements executed and delivered pursuant to Section 8.11(c), the "Security Agreements") covering all of such Credit Party’s present and future Collateral referred to thereinthe Security Agreement Collateral, and shall have delivered to the Collateral Agenttogether with: (i) proper financing statements (Form UCC-1 or the equivalent) authorized fully executed for filing under the UCC and filings with the United States Patent and Trademark Office and United States Copyright Office, if applicable, or other appropriate filing offices of each U.S. national or state jurisdiction as may be required necessary or, in the reasonable opinion of the Collateral Agent desirable, to perfect the security interests purported to be created by the Security Agreement (except to executed and delivered on or before the extent expressly not required by the Security Agreement)Effective Date; (ii) all of the Pledged Collateral, if any, referred to in the Security Agreement and then owned by such Credit Party together with executed and undated endorsements for transfer in the case of Pledged Collateral constituting certificated securities and all other documents and instruments required to perfect the security interest of the Collateral Agent in the Collateral (except to the extent expressly not required by the Security Agreement); (iii) certified copies of a recent date of requests for information or copies (Form UCC-1UCC-11), or equivalent reports as of a recent date, listing all effective financing statements that name any Borrower or any other Credit Party as debtor and that are filed in their respective the jurisdictions referred to in Section 5.09(i) and in such other jurisdictions in which Collateral is located on the Effective Date, together with copies of organizationsuch other financing statements that name any Borrower as debtor (none of which shall cover any of the Collateral except (x) to the extent evidencing Permitted Liens or (y) those in respect of which the Collateral Agent shall have received termination statements (Form UCC-3) or such other termination statements as shall be required by local law fully executed for filing); (iii) evidence of the completion of all other recordings and filings of, or with respect to, the Security Agreement executed and delivered on or before the Effective Date as may be necessary or, in the reasonable opinion of the Collateral Agent desirable, to perfect the security interests intended to be created by such Security Agreement; (iv) evidence of the provision of notice of assignment of insurances to all underwriters, together with the receipt of any consents required by such underwriters as set forth in Section 5.10 of the Security Agreement executed and delivered on or before the Effective Date; and (ivv) an executed Perfection Certificate; provided evidence that to the extent any lien search all other actions necessary or, if applicable, insurance certificate or endorsement, or any in the reasonable opinion of the Collateral Agent desirable to perfect and protect the security interest in any Collateral is not able interests purported to be provided and/or perfected on the Closing Date other than (x) Collateral constituting assets pursuant to which a security interest can be perfected created by the filing of a financing statement under the UCC or (y) Collateral constituting certificated Equity Interests of Borrower Security Agreement executed and each of its material Domestic Wholly-Owned Subsidiaries to which a security interest can be perfected by the delivery of such certificates (to the extent required under the Credit Documents) (provided that, with respect to the Target on the Closing Date, the foregoing shall only apply to the extent such certificated Equity Interests are received from the Target after the Credit Parties’ use of commercially reasonable efforts and any such certificates not delivered on or before the Closing Effective Date have been taken, and the Security Agreement shall be delivered thereafter pursuant to Section 9.13), in each case, after the Credit Parties’ use of commercially reasonable efforts to do so without undue burden or expense, then the provision and/or delivery of any lien search or, if applicable, insurance certificate or endorsement, and/or the provision and/or perfection of a security interest in such Collateral (or related closing deliverables), as applicable, shall not be required as a condition to the Closing Date (full force and the provisions of this Section 6.09 shall be deemed to have been satisfied) but instead shall be required to be provided and/or perfected within 90 days after the Closing Date (or such later date as mutually agreed by the Administrative Agent and Borrower acting reasonably) pursuant to Section 9.13effect.

Security Agreement. On the Closing Effective Date, each Credit Party shall have duly authorized, executed and delivered to the Collateral Agent the Security Agreement substantially security agreement in the form of Exhibit G I-2 (as may be amended, amended and restated, modified, supplemented, extended or renewed restated and/or supplemented from time to timetime in accordance with the terms hereof and thereof, the “Security Agreement”) covering all of such Credit Party’s present and future Collateral referred to thereinSecurity Agreement Collateral, and shall have delivered to the Collateral Agenttogether with: (i) proper financing statements (Form UCC-1 or the equivalent) fully executed or authorized for filing under the UCC and filings with the United States Patent and Trademark Office and United States Copyright Office, if applicable, or other appropriate filing offices of each U.S. national or state jurisdiction as may be required necessary or, in the reasonable opinion of the Collateral Agent, desirable, to perfect the security interests purported to be created by the Security Agreement (except to the extent expressly not required by the Security Agreement); (ii) all of the Pledged Collateral, if any, referred to in the Security Agreement and then owned by such Credit Party together with executed and undated endorsements for transfer in the case of Pledged Collateral constituting certificated securities and all other documents and instruments required to perfect the security interest of the Collateral Agent in the Collateral (except to the extent expressly not required by the Security Agreement); (iii) certified copies of a recent date of requests for information or copies (Form UCC-1UCC-11), or equivalent reports as of a recent date, listing all effective financing statements that name the Borrower or any of the other Credit Parties as debtor and that are filed in the jurisdictions referred to in clause (i) above, together with copies of such other financing statements that name the Borrower or any other Credit Party as debtor (none of which shall cover any of the Collateral except (x) to the extent evidencing Permitted Liens or (y) those in respect of which the Collateral Agent shall have received termination statements (Form UCC-3) or such other termination statements as shall be required by local law fully executed for filing); (iii) evidence of the completion of all other recordings and filings of, or with respect to, the Security Agreement as may be necessary or, in the reasonable opinion of the Collateral Agent, desirable, to perfect the security interests intended to be created by the Security Agreement; (iv) evidence that are filed all other actions necessary or, in their respective jurisdictions the reasonable opinion of organizationthe Collateral Agent, desirable to perfect and protect the security interests purported to be created by the Security Agreement have been taken, and the Security Agreement shall be in full force and effect; and (ivv) from local counsel to each Credit Party, an executed Perfection Certificate; provided that to the extent any lien search or, if applicable, insurance certificate or endorsement, or any security interest in any Collateral is not able to be provided and/or perfected on the Closing Date other than (x) Collateral constituting assets pursuant to which a security interest can be perfected by the filing of a financing statement under the UCC or (y) Collateral constituting certificated Equity Interests of Borrower and each of its material Domestic Wholly-Owned Subsidiaries to which a security interest can be perfected by the delivery of such certificates (to the extent required under the Credit Documents) (provided that, with respect to the Target on the Closing Date, the foregoing shall only apply to the extent such certificated Equity Interests are received from the Target after the Credit Parties’ use of commercially reasonable efforts and any such certificates not delivered on the Closing Date shall be delivered thereafter pursuant to Section 9.13)opinion, in each case, after the Credit Parties’ use of commercially reasonable efforts form and substance reasonably satisfactory to do so without undue burden or expense, then the provision and/or delivery of any lien search or, if applicable, insurance certificate or endorsement, and/or the provision and/or perfection of a security interest in such Collateral (or related closing deliverables), as applicable, shall not be required as a condition to the Closing Date (and the provisions of this Section 6.09 shall be deemed to have been satisfied) but instead shall be required to be provided and/or perfected within 90 days after the Closing Date (or such later date as mutually agreed by the Administrative Agent and Borrower acting reasonably) pursuant each Backstop Party (and its counsel), addressed to Section 9.13the Administrative Agent, the Collateral Agent and each of the Lenders and dated the Effective Date covering such matters incident to the transactions contemplated herein as the Administrative Agent may reasonably request including, but not limited to, the perfection of the security interests created thereunder.

Security Agreement. On The Collateral Documents are effective to create in favor of the Closing DateCollateral Agent for the benefit of the Secured Parties, each Credit Party legal, valid and enforceable Liens on, and security interests in, the Collateral described therein to the extent intended to be created thereby and (i) when financing statements and other filings in appropriate form are filed in the offices specified on Schedule 7 to the Perfection Certificate and (ii) upon the taking of possession or control by the Collateral Agent of such Collateral with respect to which a security interest may be perfected only by possession or control (which possession or control shall have executed and delivered be given to the Collateral Agent to the extent possession or control by the Collateral Agent is required by the Security Agreement substantially or the Intercreditor Agreement (if in effect), the Liens created by the Collateral Documents shall constitute fully perfected Liens on, and security interests in (to the extent intended to be created thereby), all right, title and interest of the grantors in such Collateral to the extent perfection can be obtained by filing financing statements or taking possession or control, in each case subject to no Liens other than Liens permitted hereunder. (b) PTO Filing; Copyright Office Filing. In addition to the actions taken pursuant to Section 5.21 (a)(i), when the Security Agreement or a short form thereof (including any Intellectual Property Security Agreement) is properly filed in the form United States Patent and Trademark Office and the United States Copyright Office, the Liens created by such Security Agreement (or Intellectual Property Security Agreement) shall constitute fully perfected Liens on, and security interests in, all right, title and interest of Exhibit G the grantors thereunder (to the extent intended to be created thereby) in Patents (as may be amended, amended and restated, modified, supplemented, extended or renewed from time to time, defined in the “Security Agreement”) covering all of such Credit Party’s present and future Collateral referred to therein, and shall have delivered to the Collateral Agent: (i) proper financing statements (Form UCC-1 registered or the equivalent) authorized applied for filing under the UCC and filings with the United States Patent and Trademark Office or Copyrights (as defined in such Security Agreement) and Trademarks (as defined in the Security Agreement) registered or applied for with the United States Copyright Office, if applicable, or other appropriate filing offices of each U.S. national or state jurisdiction as may be required to perfect the security interests purported to be created by the Security Agreement (except to the extent expressly not required by the Security Agreement); (ii) all of the Pledged Collateral, if any, referred to in the Security Agreement and then owned by such Credit Party together with executed and undated endorsements for transfer in the case of Pledged Collateral constituting certificated securities and all other documents and instruments required to perfect the security interest of the Collateral Agent in the Collateral (except to the extent expressly not required by the Security Agreement); (iii) certified copies of a recent date of requests for information or copies (Form UCC-1), or equivalent reports as of a recent date, listing all effective financing statements that name Borrower or any other Credit Party as debtor and that are filed in their respective jurisdictions of organization; and (iv) an executed Perfection Certificate; provided that to the extent any lien search or, if applicable, insurance certificate or endorsement, or any security interest in any Collateral is not able to be provided and/or perfected on the Closing Date other than (x) Collateral constituting assets pursuant to which a security interest can be perfected by the filing of a financing statement under the UCC or (y) Collateral constituting certificated Equity Interests of Borrower and each of its material Domestic Wholly-Owned Subsidiaries to which a security interest can be perfected by the delivery of such certificates (to the extent required under the Credit Documents) (provided that, with respect to the Target on the Closing Date, the foregoing shall only apply to the extent such certificated Equity Interests are received from the Target after the Credit Parties’ use of commercially reasonable efforts and any such certificates not delivered on the Closing Date shall be delivered thereafter pursuant to Section 9.13)may be, in each case, after case subject to no Liens other than Liens permitted hereunder (it being understood that subsequent recordings in the Credit Parties’ use of commercially reasonable efforts to do so without undue burden or expense, then the provision and/or delivery of any lien search or, if applicable, insurance certificate or endorsement, and/or the provision and/or perfection of a security interest in such Collateral (or related closing deliverables), as applicable, shall not be required as a condition to the Closing Date (United States Patent and Trademark Office and the provisions of this Section 6.09 shall be deemed to have been satisfied) but instead shall be required to be provided and/or perfected within 90 days after the Closing Date (or such later date as mutually agreed by the Administrative Agent and Borrower acting reasonably) pursuant to Section 9.13.United States Copyright 129 1002217597 1001820109v3

Security Agreement. On the Closing Initial Borrowing Date, the Borrower and each Credit Party Subsidiary Guarantor shall have duly authorized, executed and delivered to the Collateral Agent the Security Agreement substantially in the form of Exhibit G H (as may be amended, amended and restated, modified, supplemented, extended modified or renewed supplemented from time to time, the “Security Agreement”) covering all of the Borrower’s or such Credit PartySubsidiary Guarantor’s present and future Collateral referred to thereinSecurity Agreement Collateral, and shall have delivered to the Collateral Agenttogether with: (i) proper financing statements (Form UCC-1 or the equivalent) fully authorized for filing under the UCC and filings with the United States Patent and Trademark Office and United States Copyright Office, if applicable, or other appropriate filing offices of each U.S. national or state jurisdiction as may be required necessary or, in the reasonable opinion of the Collateral Agent desirable, to perfect the security interests purported to be created by the Security Agreement (except to the extent expressly not required by the Security Agreement); (ii) all of the Pledged Collateral, if any, referred to in the Security Agreement and then owned by such Credit Party together with executed and undated endorsements for transfer in the case of Pledged Collateral constituting certificated securities and all other documents and instruments required to perfect the security interest of the Collateral Agent in the Collateral (except to the extent expressly not required by the Security Agreement); (iii) certified copies of a recent date of requests for information or copies (Form UCC-1UCC-11), or equivalent reports as of a recent date, listing all effective financing statements that name Borrower Holdings or any other Credit Party of its Subsidiaries as debtor and that are filed in their respective the jurisdictions referred to in clause (i) above and in such other jurisdictions in which Collateral is located on the Initial Borrowing Date, together with copies of organizationsuch other financing statements that name Holdings or any of its Subsidiaries as debtor (none of which shall cover any of the Collateral except (x) to the extent evidencing Permitted Liens or (y) those in respect of which the Collateral Agent shall have received termination statements (Form UCC-3) or such other termination statements as shall be required by local law fully executed for filing); (iii) evidence of the completion of all other recordings and filings of, or with respect to, the Security Agreement as may be necessary or, in the reasonable opinion of the Collateral Agent desirable, to perfect the security interests intended to be created by the Security Agreement; and (iv) an executed Perfection Certificate; provided evidence that to the extent any lien search all other actions necessary or, if applicable, insurance certificate or endorsement, or any in the reasonable opinion of the Collateral Agent desirable to perfect and protect the security interest in any Collateral is not able interests purported to be provided and/or perfected on the Closing Date other than (x) Collateral constituting assets pursuant to which a security interest can be perfected created by the filing of a financing statement under Security Agreement have been taken, and the UCC or (y) Collateral constituting certificated Equity Interests of Borrower Security Agreement shall be in full force and each of its material Domestic Wholly-Owned Subsidiaries to which a security interest can be perfected by the delivery of such certificates (to the extent required under the Credit Documents) (provided that, with respect to the Target on the Closing Dateeffect. In addition, the foregoing Borrower shall only apply to the extent such certificated Equity Interests are received from the Target after the Credit Parties’ use of commercially reasonable efforts and any such certificates not delivered on the Closing Date shall be delivered thereafter pursuant to Section 9.13), in each case, after the Credit Parties’ use of have used its commercially reasonable efforts to do so without undue burden or expense, then obtain “control agreements” in the provision and/or delivery of any lien search or, if applicable, insurance certificate or endorsement, and/or the provision and/or perfection of a security interest in such Collateral (or related closing deliverables), form attached as applicable, shall not be required as a condition Annex G to the Closing Date Security Agreement (and the provisions of this Section 6.09 shall with such modifications thereto as may be deemed agreed to have been satisfied) but instead shall be required to be provided and/or perfected within 90 days after the Closing Date (or such later date as mutually agreed by the Administrative Agent) from J▇ ▇▇▇▇▇▇ C▇▇▇▇ Bank with respect to those deposit accounts listed on Annex F-2 to the Security Agreement, and the Borrower shall have delivered to the Administrative Agent and Borrower acting reasonably) pursuant to Section 9.13fully executed counterparts of those “control agreements” so obtained by the Initial Borrowing Date.

Security Agreement. On the Closing Date, each Credit Party shall have executed and delivered to the Collateral Agent the First Lien Security Agreement substantially in the form of Exhibit G (as may be amended, amended and restated, modified, supplemented, extended or renewed from time to time, the “Security Agreement”) covering all of such Credit Party’s present and future Collateral referred to therein, and shall have delivered to the Collateral Agent: (i) proper financing statements (Form UCC-1 or the equivalent) authorized for filing under the UCC and filings with the United States Patent and Trademark Office and United States Copyright Office, if applicable, Office or other appropriate filing offices of each U.S. national or state jurisdiction as may be required necessary to perfect the security interests purported to be created by the Security Agreement (except to the extent expressly not required by the Security Agreement); (ii) all of the Pledged Collateral, if any, referred to in the Security Agreement and then owned by such Credit Party together with executed and undated endorsements for transfer in the case of Pledged Collateral constituting certificated securities and all other documents and instruments required to perfect the security interest of the Collateral Agent in the Collateral (except to the extent expressly not required by the Security Agreement)securities; (iii) certified copies of a recent date of requests for information or copies (Form UCC-1), or equivalent reports as of a recent date, listing all effective financing statements that name Borrower the Borrowers or any other Credit Party as debtor and that are filed in their respective the jurisdictions referred to in the Perfection Certificate, together with copies of organizationsuch financing statements; and (iv) an executed Perfection Certificate; provided that to the extent any lien search or, if applicable, insurance certificate or endorsement, or any security interest in any Collateral is not able to be provided and/or perfected on the Closing Date other than (x) Collateral constituting assets pursuant to which a security interest can be perfected after the use by the filing of a financing statement under the UCC or (y) Collateral constituting certificated Equity Interests of Borrower and each of its material Domestic Wholly-Owned Subsidiaries to which a security interest can be perfected by the delivery of such certificates (to the extent required under the Credit Documents) (provided that, with respect to the Target on the Closing DateHoldings, the foregoing shall only apply to Borrowers and the extent such certificated Equity Interests are received from the Target after the Credit Parties’ use Subsidiary Guarantors of commercially reasonable efforts and any such certificates not delivered on the Closing Date shall be delivered thereafter pursuant to Section 9.13), in each case, after the Credit Parties’ use of commercially reasonable efforts to do so without undue burden or expense, then the provision and/or delivery of any lien search or, if applicable, insurance certificate or endorsement, and/or the provision and/or perfection of a security interest in such Collateral (or related closing deliverables), as applicable, shall not be required as a condition to the Closing Date (and the provisions of this Section 6.09 shall be deemed to have been satisfied) but instead satisfied and the Credit Parties shall be required to provide such Collateral in accordance with the provisions set forth in Section 9.13 if, and only if, each Credit Party shall have executed and delivered the Security Agreement and the Collateral Agent shall have a perfected security interest in all Collateral of the type for which perfection may be provided and/or perfected within 90 days after accomplished by filing a UCC financing statement or possession of certificated securities of Wholly-Owned Domestic Subsidiaries (to the extent required by the Security Agreement) that, in the case of any such certificated securities with respect to any Equity Interests of the HTA Targets or their respective Subsidiaries, have been received from the Sellers (as defined in the Acquisition Agreement) or the agent in respect of any Indebtedness of the HTA Targets or their respective Subsidiaries that is subject to the Closing Date Refinancing, it being understood that the requirements of Section 6.09(ii) shall not apply to any certificated securities that were previously delivered to Bank of America, in its capacity as the agent in respect of Indebtedness of Lead Borrower and its Subsidiaries (or such later date as mutually agreed by prior to giving effect to the Administrative Agent and Borrower acting reasonablyAcquisition) pursuant that is subject to Section 9.13the Closing Date Refinancing.

Security Agreement. On the Closing Initial Borrowing Date, each Credit ------------------ Party shall have duly authorized, executed and delivered to the Collateral Agent the a Security Agreement substantially in the form of Exhibit G G, together with such changes (or with such other documents) as may be requested by the Collateral Agent in connection with local law (as amended, amended and restated, modified, supplemented, extended modified or renewed supplemented from time to timetime in accordance with the terms thereof and hereof, the “"Security Agreement”") covering all of such Credit Party’s present and future Collateral referred to thereinthe Security Agreement Collateral, and shall have delivered to the Collateral Agenttogether with: (iA) proper financing statements executed copies of Financing Statements (Form UCC-1 and/or UCC-3) or the equivalent) authorized appropriate local equivalent in appropriate form for filing under the UCC and filings with the United States Patent and Trademark Office and United States Copyright Office, if applicable, or other appropriate filing offices local equivalent of each U.S. national or state jurisdiction as may be required necessary or, in the opinion of the Collateral Agent, desirable to perfect the security interests purported to be created by the Security Agreement; (B) certified copies of Requests for Information or Copies (Form UCC- 11), or equivalent reports, each of a recent date listing all effective financing statements that name Holdings, the Borrower, any of their respective Subsidiaries or a division or operating unit of any such Person, as debtor, or otherwise relate to the Acquired Business and that are filed in the jurisdictions referred to in clause (A) above, together with copies of such financing statements (none of which shall cover the Collateral except (x) those with respect to which appropriate termination statements executed by the secured lender thereunder have been delivered to the Agent and (y) to the extent evidencing Permitted Liens); (C) evidence of the completion of all other recordings and filings of, or with respect to, the Security Agreement as may be necessary or, in the opinion of the Collateral Agent, desirable to perfect the security interests intended to be created by the Security Agreement; and (D) evidence that all other actions necessary or, in the reasonable opinion of the Collateral Agent, desirable to perfect the security interests purported to be created by the Security Agreement (except to the extent expressly not required by the Security Agreement); (ii) all of the Pledged Collateral, if any, referred to in have been taken; and the Security Agreement and then owned by such Credit Party together with executed and undated endorsements for transfer in the case of Pledged Collateral constituting certificated securities and all other documents and instruments required to perfect the security interest of the Collateral Agent in the Collateral (except to the extent expressly not required by the Security Agreement); (iii) certified copies of a recent date of requests for information or copies (Form UCC-1), or equivalent reports as of a recent date, listing all effective financing statements that name Borrower or any other Credit Party as debtor and that are filed in their respective jurisdictions of organization; and (iv) an executed Perfection Certificate; provided that to the extent any lien search or, if applicable, insurance certificate or endorsement, or any security interest in any Collateral is not able to be provided and/or perfected on the Closing Date other than (x) Collateral constituting assets pursuant to which a security interest can be perfected by the filing of a financing statement under the UCC or (y) Collateral constituting certificated Equity Interests of Borrower and each of its material Domestic Wholly-Owned Subsidiaries to which a security interest can be perfected by the delivery of such certificates (to the extent required under the Credit Documents) (provided that, with respect to the Target on the Closing Date, the foregoing shall only apply to the extent such certificated Equity Interests are received from the Target after the Credit Parties’ use of commercially reasonable efforts and any such certificates not delivered on the Closing Date shall be delivered thereafter pursuant to Section 9.13), in each case, after the Credit Parties’ use of commercially reasonable efforts to do so without undue burden or expense, then the provision and/or delivery of any lien search or, if applicable, insurance certificate or endorsement, and/or the provision and/or perfection of a security interest in such Collateral (or related closing deliverables), as applicable, shall not be required as a condition to the Closing Date (full force and the provisions of this Section 6.09 shall be deemed to have been satisfied) but instead shall be required to be provided and/or perfected within 90 days after the Closing Date (or such later date as mutually agreed by the Administrative Agent and Borrower acting reasonably) pursuant to Section 9.13effect.

Security Agreement. On The Company will, and will cause each Subsidiary Grantor to, grant to the Closing DateCollateral Agent, for the benefit of the Secured Parties, subject to Permitted Liens, a valid and perfected security interest in all of its personal property (other than personal property which constitutes Excluded Assets and for purposes of perfection, Second Tier Collateral not subject to the Perfection Requirement) whether tangible or intangible (including, without limitation, all cash, portfolio investments, marketable securities, accounts, chattel paper, instruments, documents, books, records, inventory, machinery, equipment, trademarks, patents, copyrights, other intellectual property, payment intangibles, other general intangibles, commercial tort claims, Equity Interests in Consolidated Subsidiaries, other investment property and other personal property described in the Security Agreement, whether now owned or hereafter acquired, and all products and cash and noncash proceeds thereof), with perfection, in the case of any instruments, investment property or letters of credit, being effected by the Collateral Agent or its agent or designee obtaining control of such instruments, investment property or letters of credit, in addition to filing a compliant UCC financing statement with respect to such instruments, investment property or letters of credit, all to the extent required or provided for in the Security Agreement and the other Collateral Documents, which shall each Credit Party shall be in form and substance reasonably satisfactory to the parties hereto, together with (to the extent required or provided for in the Security Agreement): (i) (A) evidence that the originals of the certificates evidencing the Equity Interests pledged pursuant to the Security Agreement either (1) were delivered to the Collateral Agent, or (2) are held in a Custodial Account that is subject to a Custody Control Agreement (as defined in the Security Agreement and as used herein as therein defined) that has been duly executed in favor of the Collateral Agent in form and substance reasonably satisfactory to the Collateral Agent (acting at the direction of the Required Secured Creditors) and that original undated equity powers with respect to such Equity Interests have been executed and delivered to the Collateral Agent Agent, (B) evidence that original instruments evidencing the debt pledged pursuant to the Security Agreement substantially are held in the form a Custodial Account that is subject to a duly executed Custody Control Agreement and (C) copies of Exhibit G (as may be amended, amended any and restated, modified, supplemented, extended or renewed from time to time, the “Security Agreement”) covering all of such Credit Party’s present and future Collateral referred to therein, and shall have delivered third party consents received with respect to the Collateral Agent: (i) proper financing statements (Form UCC-1 or Equity Interests and the equivalent) authorized for filing under the UCC and filings with the United States Patent and Trademark Office and United States Copyright Office, if applicable, or other appropriate filing offices of each U.S. national or state jurisdiction as may be required debt pledged pursuant to perfect the security interests purported to be created by the Security Agreement (except to the extent expressly not required by the Security Agreement); (ii) copies of proper financing statements in form appropriate for filing under the Uniform Commercial Code of all jurisdictions that the Collateral Agent (acting at the direction of the Pledged CollateralRequired Secured Creditors) may deem reasonably necessary or customary in order to perfect the Liens created under the Security Agreement, if any, referred to covering the Collateral described in the Security Agreement and then owned by such Credit Party together with executed and undated endorsements for transfer in the case of Pledged Collateral constituting certificated securities and all other documents and instruments required to perfect the security interest of the Collateral Agent in the Collateral (except to the extent expressly not required such Liens may be perfected by the Security Agreement)filing of such financing statements; (iii) certified copies of a recent completed requests for information, dated on or before the date of requests for information or copies (Form UCC-1), or equivalent reports as of a recent datethe Closing, listing all effective financing statements filed in the jurisdictions referred to in clause (ii) above that name Borrower any Grantor as debtor, together with copies of such other financing statements; (iv) reasonably satisfactory evidence of the completion of all other actions, recordings and filings of or any with respect to the Security Agreement that the Collateral Agent (acting at the direction of the Required Secured Creditors) may deem reasonably necessary or customary in order to perfect the Liens on the Collateral (other Credit Party as debtor and that are filed in their respective jurisdictions of organizationthan Second Tier Collateral not subject to the Perfection Requirement) created thereby; and (ivv) an original or facsimile (followed promptly by an original) of the Control Agreements for each of the deposit accounts, securities accounts and custodial accounts set forth on Schedule 5.6(a)(v) hereto, duly executed Perfection Certificate; provided that to the extent any lien search or, if applicable, insurance certificate or endorsement, or any security interest in any Collateral is not able to be provided and/or perfected on the Closing Date other than (x) Collateral constituting assets pursuant to which a security interest can be perfected by the filing of a financing statement under the UCC or (y) Collateral constituting certificated Equity Interests of Borrower and each of its material Domestic Wholly-Owned Subsidiaries to which a security interest can be perfected by the delivery of such certificates (to the extent required under the Credit Documents) (provided that, with respect to the Target on the Closing Date, the foregoing shall only apply to the extent such certificated Equity Interests are received from the Target after the Credit Parties’ use of commercially reasonable efforts and any such certificates not delivered on the Closing Date shall be delivered thereafter pursuant to Section 9.13), in each case, after the Credit Parties’ use of commercially reasonable efforts to do so without undue burden or expense, then the provision and/or delivery of any lien search or, if applicable, insurance certificate or endorsement, and/or the provision and/or perfection of a security interest in such Collateral (or related closing deliverables), as applicable, shall not be required as a condition to the Closing Date (and the provisions of this Section 6.09 shall be deemed to have been satisfied) but instead shall be required to be provided and/or perfected within 90 days after the Closing Date (or such later date as mutually agreed by the Administrative Agent and Borrower acting reasonably) pursuant to Section 9.13appropriate parties.

Security Agreement. On the Closing Initial Borrowing Date, each Credit Party the Borrower shall have duly authorized, executed and delivered to the Collateral Agent the Security Agreement substantially in the form of Exhibit G H (as may be amended, amended and restated, modified, supplemented, extended or renewed restated and/or supplemented from time to time, the “"Security Agreement”") covering all of such Credit Party’s 's present and future Collateral referred to thereinSecurity Agreement Collateral, and shall have delivered to the Collateral Agenttogether with: (i) proper financing statements (Form UCC-1 or the equivalent) authorized fully executed for filing under the UCC and filings with the United States Patent and Trademark Office and United States Copyright Office, if applicable, or other appropriate filing offices of each U.S. national or state jurisdiction as may be required necessary or, in the reasonable opinion of the Collateral Agent, desirable, to perfect the security interests purported to be created by the Security Agreement (except to the extent expressly not required by the Security Agreement); (ii) all of the Pledged Collateral, if any, referred to in the Security Agreement and then owned by such Credit Party together with executed and undated endorsements for transfer in the case of Pledged Collateral constituting certificated securities and all other documents and instruments required to perfect the security interest of the Collateral Agent in the Collateral (except to the extent expressly not required by the Security Agreement); (iii) certified copies of a recent date of requests for information or copies (Form UCC-1UCC-11), or equivalent reports as of a recent date, listing all effective financing statements that name the Borrower or any other Credit Party of its Subsidiaries as debtor and that are filed in their respective the jurisdictions referred to in clause (i) above and in such other jurisdictions in which Collateral is located on the Initial Borrowing Date, together with copies of organizationsuch other financing statements that name the Borrower or any of its Subsidiaries as debtor (none of which shall cover any of the Collateral except (x) to the extent evidencing Permitted Liens or (y) those in respect of which the Collateral Agent shall have received termination statements (Form UCC-3) or such other termination statements as shall be required by local law fully executed for filing); (iii) evidence of the completion of all other recordings and filings of, or with respect to, the Security Agreement as may be necessary or, in the reasonable opinion of the Collateral Agent, desirable, to perfect the security interests intended to be created by the Security Agreement; and (iv) an executed Perfection Certificate; provided evidence that to the extent any lien search all other actions necessary or, if applicablein the reasonable opinion of the Collateral Agent, insurance certificate or endorsement, or any desirable (including the receipt of the respective control agreements referred to in the Security Agreement) to perfect and protect the security interest in any Collateral is not able interests purported to be provided and/or perfected on the Closing Date other than (x) Collateral constituting assets pursuant to which a security interest can be perfected created by the filing of a financing statement under Security Agreement have been taken, and the UCC or (y) Collateral constituting certificated Equity Interests of Borrower and each of its material Domestic Wholly-Owned Subsidiaries to which a security interest can be perfected by the delivery of such certificates (to the extent required under the Credit Documents) (provided that, with respect to the Target on the Closing Date, the foregoing shall only apply to the extent such certificated Equity Interests are received from the Target after the Credit Parties’ use of commercially reasonable efforts and any such certificates not delivered on the Closing Date Security Agreement shall be delivered thereafter pursuant to Section 9.13), in each case, after the Credit Parties’ use of commercially reasonable efforts to do so without undue burden or expense, then the provision and/or delivery of any lien search or, if applicable, insurance certificate or endorsement, and/or the provision and/or perfection of a security interest in such Collateral (or related closing deliverables), as applicable, shall not be required as a condition to the Closing Date (full force and the provisions of this Section 6.09 shall be deemed to have been satisfied) but instead shall be required to be provided and/or perfected within 90 days after the Closing Date (or such later date as mutually agreed by the Administrative Agent and Borrower acting reasonably) pursuant to Section 9.13effect.

Security Agreement. On the Closing Restatement Effective Date, each the Credit Party Parties shall have executed and cause to be delivered to the Collateral Administrative Agent updated schedules to the Security Agreement, prepared as of the Restatement Effective Date (and after giving effect thereto). In addition, MTI and each of its Wholly-Owned Subsidiaries shall, in addition to executing counterparts of the Security Agreement substantially in as required by Section 5.10(b) above, deliver the form of Exhibit G (as may be amended, amended and restated, modified, supplemented, extended or renewed from time to time, the “Security Agreement”) covering all of such Credit Party’s present and future Collateral referred to therein, and shall have delivered to the Collateral Agentfollowing: (iA) proper financing statements executed copies of Financing Statements (Form UCC-1 UCC-1) or the equivalent) authorized appropriate local equivalent in appropriate form for filing under the UCC and filings with the United States Patent and Trademark Office and United States Copyright Office, if applicable, or other appropriate filing offices local equivalent of each U.S. national or state jurisdiction as may be required necessary or, in the reasonable opinion of the Collateral Agent, desirable to perfect the security interests purported to be created by the Security Agreement (except to the extent expressly not required by the Security Agreement); (ii) all of the Pledged Collateral, if any, referred to in the Security Agreement and then owned by such Credit Party together with executed and undated endorsements for transfer in the case of Pledged Collateral constituting certificated securities and all other documents and instruments required to perfect the security interest of the Collateral Agent in the Collateral (except to the extent expressly not required by the Security Agreement); (iiiB) certified copies of a recent date of requests Requests for information Information or copies Copies (Form UCC-1UCC-11), or equivalent reports as reports, of a recent date, date listing all effective financing statements that name Borrower MTI or any other Credit Party of its Subsidiaries as debtor and that are filed in their respective the jurisdictions referred to in clause (A) above, together with copies of organizationsuch financing statements (none of which shall cover the Collateral except (x) those with respect to which appropriate termination statements executed by the secured lender thereunder have been delivered to the Administrative Agent and (y) to the extent evidencing Permitted Liens); (C) evidence of the completion of all other recordings and filings of, or with respect to, the Security Agreement as may be necessary or, in the reasonable opinion of the Collateral Agent, desirable, to perfect and protect (or maintain the perfection of) the security interests purported to be created by the Security Agreement; and (ivD) an executed Perfection Certificate; provided evidence that to all other actions necessary (including the extent amending of any lien search existing financing statements) or, if applicablein the reasonable opinion of the Collateral Agent, insurance certificate desirable, to perfect and protect (or endorsement, or any maintain the perfection of) the security interest in any Collateral is not able interests purported to be provided and/or perfected on the Closing Date other than created (xor maintained) Collateral constituting assets pursuant to which a security interest can be perfected by the filing of a financing statement under the UCC or (y) Collateral constituting certificated Equity Interests of Borrower and each of its material Domestic Wholly-Owned Subsidiaries to which a security interest can be perfected by the delivery of such certificates (to the extent required under the Credit Documents) (provided that, with respect to the Target on the Closing Date, the foregoing shall only apply to the extent such certificated Equity Interests are received from the Target after the Credit Parties’ use of commercially reasonable efforts and any such certificates not delivered on the Closing Date shall be delivered thereafter pursuant to Section 9.13), in each case, after the Credit Parties’ use of commercially reasonable efforts to do so without undue burden or expense, then the provision and/or delivery of any lien search or, if applicable, insurance certificate or endorsement, and/or the provision and/or perfection of a security interest in such Collateral (or related closing deliverables), as applicable, shall not be required as a condition to the Closing Date (and the provisions of this Section 6.09 shall be deemed to Security Agreement have been satisfied) but instead shall be required to be provided and/or perfected within 90 days after the Closing Date (or such later date as mutually agreed by the Administrative Agent and Borrower acting reasonably) pursuant to Section 9.13taken.

Security Agreement. On the Closing Initial Borrowing Date, JCC Holding, the Borrower and each Credit Party Subsidiary Guarantor shall have duly authorized, executed and delivered to the Collateral Agent the a Security Agreement substantially in the form of Exhibit G H (as may be amended, amended and restated, modified, supplemented, extended supplemented or renewed amended from time to time, the “"Security Agreement”") covering all of such Credit Party’s JCC Holding's, the Borrower's and each Subsidiary Guarantor's present and future Collateral referred to thereinSecurity Agreement Collateral, and shall have delivered to the Collateral Agenttogether with: (ia) proper financing statements Financing Statements (Form UCC-1 or the equivalentUCC-1) authorized fully executed for filing under the UCC and filings with the United States Patent and Trademark Office and United States Copyright Office, if applicable, or other appropriate filing offices of each U.S. national or state jurisdiction as may be required necessary or, in the opinion of the Collateral Agent or the Administrative Agent, desirable to perfect the security interests purported to be created by the Security Agreement (except to the extent expressly not required by the Security Agreement); (ii) all of the Pledged Collateral, if any, referred to in the Security Agreement and then owned by such Credit Party together with executed and undated endorsements for transfer in the case of Pledged Collateral constituting certificated securities and all other documents and instruments required to perfect the security interest of the Collateral Agent in the Collateral (except to the extent expressly not required by the Security Agreement); (iiib) certified copies of a recent date of requests Requests for information Information or copies Copies (Form UCC-1UCC-11), or equivalent reports as of a recent datereports, listing all effective financing statements that name JCC Holding, the Borrower or any other Credit Party Subsidiary Guarantor as debtor and that are filed in their respective the jurisdictions referred to in clause (a) above, together with copies of organization; and such other financing statements (iv) an executed Perfection Certificate; provided that none of which shall cover the Collateral except to the extent any lien search evidencing Permitted Liens or in respect of which the Collateral Agent shall have received termination or assignment statements (Form UCC-3) or such other termination statements as shall be required by local law) fully executed for filing; (c) evidence of the completion of all other recordings and filings of, or with respect to, the Security Agreement as may be necessary or, if applicablein the opinion of the Collateral Agent or the Administrative Agent, insurance certificate or endorsementdesirable to perfect the security interests intended to be created by the Security Agreement; (d) evidence that JCC Holding, the Borrower and the Subsidiary Guarantors have obtained all necessary consents to permit them to assign to the Collateral Agent pursuant to the Security Agreement all of the their right, title and interest in and to all material Permits required to be obtained by the Initial Borrowing Date in connection with the ownership, lease, construction, equipping and operation of the Project or any security interest in any Collateral is not able facilities or services ancillary thereto and the other transactions contemplated by the Credit Documents and the other Documents and otherwise referred to be provided and/or perfected on herein or therein, Project Documents, Construction Documents, architectural and engineering documents, maintenance, management (including the Closing Date Management Agreement), leasing and service documents and franchise contracts relating to the Project (other than (x) Collateral constituting assets pursuant the Casino Operating Contract and (y) to which the extent a security interest can therein cannot be perfected so granted under applicable law, any other Permit); and (e) evidence that all other actions necessary or, in the opinion of the Collateral Agent or the Administrative Agent, desirable to perfect and protect the security interests purported to be created by the filing of a financing statement under the UCC or (y) Collateral constituting certificated Equity Interests of Borrower and each of its material Domestic Wholly-Owned Subsidiaries to which a security interest can be perfected by the delivery of such certificates (to the extent required under the Credit Documents) (provided that, with respect to the Target on the Closing Date, the foregoing shall only apply to the extent such certificated Equity Interests are received from the Target after the Credit Parties’ use of commercially reasonable efforts and any such certificates not delivered on the Closing Date shall be delivered thereafter pursuant to Section 9.13), in each case, after the Credit Parties’ use of commercially reasonable efforts to do so without undue burden or expense, then the provision and/or delivery of any lien search or, if applicable, insurance certificate or endorsement, and/or the provision and/or perfection of a security interest in such Collateral (or related closing deliverables), as applicable, shall not be required as a condition to the Closing Date (and the provisions of this Section 6.09 shall be deemed to Security Agreement have been satisfied) but instead shall be required to be provided and/or perfected within 90 days after the Closing Date (or such later date as mutually agreed by the Administrative Agent and Borrower acting reasonably) pursuant to Section 9.13taken.

Security Agreement. On The Administrative Agent shall have received, or shall be satisfied with arrangements for the receipt of, with counterparts for each Lender, executed counterparts of the Security Agreement (together with the consent attached thereto) or amendments thereto, each dated as of the Closing Date, each Credit Party shall have duly executed and delivered by the Borrower, and each Borrowing Base Subsidiary then in existence, together with: (a) certificates (in the case of Capital Securities that are certificated securities (as defined in the UCC)) evidencing all of the issued and outstanding Capital Securities owned by the Borrower or such Borrowing Base Subsidiary in its Subsidiaries that are Borrowing Base Subsidiaries directly owned by the Borrower or such Borrowing Base Subsidiary, which certificates in each case shall be accompanied by undated instruments of transfer duly executed in blank, or, if any Capital Securities are uncertificated securities (as defined in the UCC), confirmation and evidence satisfactory to the Collateral Administrative Agent that the Security Agreement substantially security interest therein has been transferred to and perfected by the Administrative Agent for the benefit of the Secured Parties in accordance with Articles 8 and 9 of the UCC and all laws otherwise applicable to the perfection of the pledge of such Capital Securities; (b) Uniform Commercial Code Form UCC-1 financing statements and Uniform Commercial Code Form UCC-3 amendment or continuation statements (“Filing Statements”), as appropriate, suitable in form for naming the Borrower, and each Subsidiary Guarantor as a debtor and the Administrative Agent as the secured party, or other similar instruments or documents to be filed under the UCC of Exhibit G (all jurisdictions as may be amendednecessary or, amended and restatedin the reasonable opinion of the Administrative Agent, modified, supplemented, extended or renewed from time to time, the “Security Agreement”) covering all of such Credit Party’s present and future Collateral referred to therein, and shall have delivered to the Collateral Agent: (i) proper financing statements (Form UCC-1 or the equivalent) authorized for filing under the UCC and filings with the United States Patent and Trademark Office and United States Copyright Office, if applicable, or other appropriate filing offices of each U.S. national or state jurisdiction as may be required desirable to perfect the security interests purported of the Administrative Agent pursuant to be created by the Security Agreement (except to the extent expressly not required by the such Security Agreement);; and (iic) all of the Pledged CollateralUniform Commercial Code Form UCC-3 statements, if any, referred to in the Security Agreement and then owned by such Credit Party together with executed and undated endorsements for transfer in the case of Pledged Collateral constituting certificated securities and all other documents and instruments required to perfect the security interest of the Collateral Agent in the Collateral (except to the extent expressly not required as requested by the Security Agreement); (iii) certified copies Administrative Agent, to release, terminate or assign all Liens and other rights of a recent date of requests for information any Person in any collateral described in any security agreement or copies (Form UCC-1), or equivalent reports as of a recent date, listing all effective financing statements that name other collateral document previously granted by the Borrower or any other Credit Party as debtor and that are filed in their respective jurisdictions of organization; and Borrowing Base Subsidiary to such Person (iv) an executed Perfection Certificate; provided that to the extent any lien search or, if applicable, insurance certificate or endorsement, or any security interest in any Collateral is not able to be provided and/or perfected on the Closing Date other than (x) Collateral constituting assets pursuant to which a security interest can be perfected by the filing of a financing statement under the UCC or (y) Collateral constituting certificated Equity Interests of Borrower and each of its material Domestic Wholly-Owned Subsidiaries to which a security interest can be perfected by the delivery of such certificates (to the extent required under the Credit Documents) (provided that, with respect to the Target on the Closing Date, the foregoing shall only apply to the extent such certificated Equity Interests are received from the Target after the Credit Parties’ use of commercially reasonable efforts and any such certificates not delivered on the Closing Date shall be delivered thereafter pursuant to Section 9.13Liens or rights granted under a Loan Document), in each case, after the Credit Parties’ use of commercially reasonable efforts to do so without undue burden or expense, then the provision and/or delivery of any lien search or, if applicable, insurance certificate or endorsement, and/or the provision and/or perfection of a security interest in such Collateral (or related closing deliverables), as applicable, shall not be required as a condition to the Closing Date (and the provisions of this Section 6.09 shall be deemed to have been satisfied) but instead shall be required to be provided and/or perfected within 90 days after the Closing Date (or such later date as mutually agreed by the Administrative Agent and Borrower acting reasonably) pursuant to Section 9.13.

Security Agreement. On the Closing Restatement Effective Date, each Credit Party (i) the Company shall have duly authorized, executed and delivered to the Collateral Agent the Security Agreement an amended and restated security agreement in substantially in the form of Exhibit G H hereto (as may be amended, amended and restated, modified, supplemented, extended supplemented or renewed amended from time to timetime in accordance with the terms thereof and hereof, the “"Security Agreement”"), (ii) covering all no filings, recordings, registrations or other actions (other than those made, obtained or taken on or prior to the Restatement Effective Date) shall be necessary or, in the opinion of such Credit Party’s present and future Collateral referred to therein, and shall have delivered to the Collateral Agent, desirable to maintain the perfection and priority of the security interests granted pursuant to the Security Agreement in the Security Agreement Collateral covered thereby, and (iii) the Banks shall have received: (ia) proper financing statements (Form UCC-1 or the equivalentsuch other financing statements or similar notices as shall be required by local law) authorized fully executed for filing under the UCC and filings with the United States Patent and Trademark Office and United States Copyright Office, if applicable, or other appropriate filing offices of each U.S. national or state jurisdiction as may be required necessary or, in the opinion of the Collateral Agent, desirable to further perfect the security interests purported to be created by the Security Agreement (except to the extent expressly not required by the Security Agreement); (ii) all of the Pledged Collateral, if any, referred to in the Security Agreement and then owned by such Credit Party together with executed and undated endorsements for transfer in the case of Pledged Collateral constituting certificated securities and all other documents and instruments required to perfect the security interest of the Collateral Agent in the Collateral (except to the extent expressly not required by the Security Agreement); (iiib) certified copies of a recent date of requests Requests for information Information or copies Copies (Form UCC-1UCC-11), or equivalent reports as reports, each of a recent date, date listing all effective financing statements that name the Borrower or any other Credit Party of its Subsidiaries as debtor and that are filed in their respective the jurisdictions referred to in clause (a) above, together with copies of organizationsuch financing statements that name the Company as debtor (none of which shall cover the Collateral except (x) those with respect to which appropriate termination statements executed by the secured lender thereunder have been delivered to the Administrative Agent and (y) to the extent evidencing Permitted Liens); (c) evidence of the completion of all recordings and filings of, or with respect to, the Security Agreement as may be necessary or, in the opinion of the Collateral Agent, desirable to perfect the security interests intended to be created by the Security Agreement; and (ivd) an executed Perfection Certificate; provided evidence that to the extent any lien search all other actions necessary or, if applicablein the opinion of the Collateral Agent, insurance certificate or endorsement, or any desirable to perfect and protect the security interest in any Collateral is not able interests purported to be provided and/or perfected on the Closing Date other than (x) Collateral constituting assets pursuant to which a security interest can be perfected created by the filing of a financing statement under the UCC or (y) Collateral constituting certificated Equity Interests of Borrower and each of its material Domestic Wholly-Owned Subsidiaries to which a security interest can be perfected by the delivery of such certificates (to the extent required under the Credit Documents) (provided that, with respect to the Target on the Closing Date, the foregoing shall only apply to the extent such certificated Equity Interests are received from the Target after the Credit Parties’ use of commercially reasonable efforts and any such certificates not delivered on the Closing Date shall be delivered thereafter pursuant to Section 9.13), in each case, after the Credit Parties’ use of commercially reasonable efforts to do so without undue burden or expense, then the provision and/or delivery of any lien search or, if applicable, insurance certificate or endorsement, and/or the provision and/or perfection of a security interest in such Collateral (or related closing deliverables), as applicable, shall not be required as a condition to the Closing Date (and the provisions of this Section 6.09 shall be deemed to Security Agreement have been satisfied) but instead shall be required to be provided and/or perfected within 90 days after the Closing Date (or such later date as mutually agreed by the Administrative Agent and Borrower acting reasonably) pursuant to Section 9.13taken.

Security Agreement. On the Closing Initial Borrowing Date, each Credit Party shall have duly authorized, executed and delivered to the Collateral Agent the Security Agreement substantially in the form of Exhibit G H (as may be amended, amended and restated, modified, supplemented, extended or renewed restated and/or supplemented from time to time, the “Security Agreement”) covering all of such Credit Party’s present and future Collateral referred to thereinSecurity Agreement Collateral, and shall have delivered to the Collateral Agentdelivered: (i) proper financing statements (Form UCC-1 or the equivalent) authorized for filing under the UCC and filings with the United States Patent and Trademark Office and United States Copyright Office, if applicable, or other appropriate filing offices of each U.S. national or state jurisdiction as may be required necessary or, in the reasonable opinion of the Administrative Agent or either Joint Lead Arranger, desirable, to perfect the security interests purported to be created by the Security Agreement (except to the extent expressly not required by the Security Agreement); (ii) all of the Pledged Collateral, if any, referred to in the Security Agreement and then owned by such Credit Party together with executed and undated endorsements for transfer in the case of Pledged Collateral constituting certificated securities and all other documents and instruments required to perfect the security interest of the Collateral Agent in the Collateral (except to the extent expressly not required by the Security Agreement); (iii) certified copies of a recent date of requests for information or copies (Form UCC-1UCC-11), or equivalent reports as of a recent date, listing all effective financing statements that name Borrower Holdings or any other Credit Party of its Subsidiaries as debtor and that are filed in their respective the jurisdictions referred to in clause (i) above and in such other jurisdictions in which Collateral is located on the Initial Borrowing Date, together with copies of organizationsuch other financing statements that name Holdings or any of its Subsidiaries as debtor (none of which shall cover any of the Collateral except (x) to the extent evidencing Permitted Liens or (y) those in respect of which the Collateral Agent shall have received termination statements (Form UCC-3) or such other termination statements as shall be required by local law fully executed for filing); (iii) evidence of the completion of all other recordings and filings of, or with respect to, the Security Agreement as may be necessary or, in the reasonable opinion of the Administrative Agent or either Joint Lead Arranger, desirable, to perfect (to the extent provided in the Security Agreement) the security interests purported to be created by the Security Agreement, or evidence that the same shall be ready to be completed promptly following the Initial Borrowing Date; and (iv) an executed Perfection Certificate; provided evidence that all other actions necessary or, in the reasonable opinion of the Administrative Agent or either Joint Lead Arranger, desirable (including the receipt of the respective control agreements referred to in the Security Agreement) to perfect (to the extent any lien search or, if applicable, insurance certificate or endorsement, or any provided in the Security Agreement) and protect the security interest in any Collateral is not able interests purported to be provided and/or perfected on the Closing Date other than (x) Collateral constituting assets pursuant to which a security interest can be perfected created by the filing of a financing statement under the UCC or (y) Collateral constituting certificated Equity Interests of Borrower and each of its material Domestic Wholly-Owned Subsidiaries to which a security interest can be perfected by the delivery of such certificates Security Agreement have been taken (to the extent required under the Credit Documents) (provided that, with respect to be taken on or prior to the Target on the Closing Date, the foregoing shall only apply to the extent such certificated Equity Interests are received from the Target after the Credit Parties’ use of commercially reasonable efforts and any such certificates not delivered on the Closing Initial Borrowing Date shall be delivered thereafter pursuant to Section 9.13), in each case, after the Credit Parties’ use of commercially reasonable efforts to do so without undue burden or expense, then the provision and/or delivery of any lien search or, if applicable, insurance certificate or endorsement, and/or the provision and/or perfection of a security interest in such Collateral (or related closing deliverables), as applicable, shall not be required as a condition to the Closing Date (and the provisions of this Section 6.09 the Security Agreement), and the Security Agreement shall be deemed to have been satisfied) but instead shall be required to be provided and/or perfected within 90 days after the Closing Date (or such later date as mutually agreed by the Administrative Agent in full force and Borrower acting reasonably) pursuant to Section 9.13effect.

Security Agreement. On the Original Closing Date, each of the ------------------ Credit Party Parties shall have duly authorized, executed and delivered to the Collateral Agent the Security Agreement substantially in the form of Exhibit G (as may be amended, amended and restated, modified, supplemented, extended or renewed from time F to time, the “Security Agreement”) Existing Credit Agreement covering all of such Credit Party’s the present and future Security Agreement Collateral referred to thereinof the Credit Parties, and shall have delivered to the Collateral Agentin each case together with: (i) proper financing statements (Form UCC-1 or the equivalentUCC-3 or such other financing statements or similar notices as shall be required by local law) authorized fully executed for filing under the UCC and filings with the United States Patent and Trademark Office and United States Copyright Office, if applicable, or other appropriate filing offices of each U.S. national or state jurisdiction as may be required necessary or, in the opinion of the Collateral Agent, desirable to perfect the security interests purported to be created by the Security Agreement (except to the extent expressly not required by the such Security Agreement); (ii) all of the Pledged Collateral, if any, referred to in the Security Agreement and then owned by such Credit Party together with executed and undated endorsements for transfer in the case of Pledged Collateral constituting certificated securities and all other documents and instruments required to perfect the security interest of the Collateral Agent in the Collateral (except to the extent expressly not required by the Security Agreement); (iii) certified copies of a recent date of requests Requests for information Information or copies Copies (Form UCC-1UCC-11), or equivalent reports as of a recent datereports, listing all judgment liens, tax liens and effective financing statements that name Borrower any of the Credit Parties, or a division or other operating unit or trade name of any other such Credit Party Party, as debtor and that are filed in their respective the jurisdictions referred to in clause (i) of organizationthis Section 6.08, together with copies of such other financing statements (none of which shall cover any Collateral except to the extent evidencing Permitted Liens or for which the Collateral Agent shall receive termination statements (Form UCC-3 or such other termination statements as shall be required by local law) fully executed for filing); (iii) to the extent required by the Collateral Agent, evidence of the completion of all other recordings and filings of, or with respect to, the Security Agreement (as defined under the Existing Credit Agreement) as may be necessary or, in the opinion of the Collateral Agent, desirable to perfect the security interests intended to be created by such Security Agreement, except with respect to the Mortgages (as defined under the Existing Credit Agreement), which are covered by Section 6.18; (iv) evidence that all other actions necessary or, in the opinion of the Collateral Agent, desirable to perfect and protect the security interests purported to be created by such Security Agreement have been taken; and (ivv) an executed Perfection Certificate; provided that all of the Pledged Securities referred to the extent any lien search or, if applicable, insurance certificate or endorsement, or any security interest in any Collateral is not able to be provided and/or perfected on the Closing Date other than therein then owned by each such Credit Party (x) Collateral endorsed in blank in the case of promissory notes constituting assets pursuant to which a security interest can be perfected by the filing of a financing statement under the UCC or Pledged Securities and (y) Collateral together with executed and undated irrevocable stock powers, in the case of capital stock constituting certificated Equity Interests of Borrower Pledged Securities; and each of its material Domestic Wholly-Owned Subsidiaries to which a security interest can be perfected by the delivery of such certificates (to the extent required under the Credit Documents) (provided that, with respect to the Target on the Closing Date, the foregoing shall only apply to the extent Security Agreement and such certificated Equity Interests are received from the Target after the Credit Parties’ use of commercially reasonable efforts and any such certificates not delivered on the Closing Date other documents shall be delivered thereafter pursuant to Section 9.13), in each case, after the Credit Parties’ use of commercially reasonable efforts to do so without undue burden or expense, then the provision and/or delivery of any lien search or, if applicable, insurance certificate or endorsement, and/or the provision and/or perfection of a security interest in such Collateral (or related closing deliverables), as applicable, shall not be required as a condition to the Closing Date (full force and the provisions of this Section 6.09 shall be deemed to have been satisfied) but instead shall be required to be provided and/or perfected within 90 days after the Closing Date (or such later date as mutually agreed by the Administrative Agent and Borrower acting reasonably) pursuant to Section 9.13effect.

Security Agreement. On the Closing Initial Borrowing Date, the Parent, Holdings, the Borrower and each other Credit Party shall have duly authorized, executed and delivered to the Collateral Agent the Security Agreement substantially in the form of Exhibit G I (as may be amended, amended and restated, modified, supplemented, extended modified or renewed supplemented from time to time, the “"Security Agreement”") covering all of such Credit Party’s present and future Collateral referred to therein's Security Agreement Collateral, and shall have delivered to the Collateral Agenttogether with: (i) proper financing statements (Form UCC-1 or the equivalent) authorized for filing under the UCC and filings with the United States Patent and Trademark Office and United States Copyright Office, if applicable, or other appropriate filing offices of each U.S. national or state jurisdiction as may be required necessary or, in the reasonable opinion of the Collateral Agent, desirable, to perfect the security interests purported to be created by the Security Agreement (except to the extent expressly not required by the Security Agreement); (ii) all of the Pledged Collateral, if any, referred to in the Security Agreement and then owned by such Credit Party together with executed and undated endorsements for transfer in the case of Pledged Collateral constituting certificated securities and all other documents and instruments required to perfect the security interest of the Collateral Agent in the Collateral (except to the extent expressly not required by the Security Agreement); (iii) certified copies of a recent date of requests for information or copies (Form UCC-1UCC-11), or equivalent reports as of a recent date, listing all effective financing statements that name name, the Parent, Holdings, the Borrower or any other Credit Party Subsidiary Guarantor as debtor and that are filed in their respective the jurisdictions referred to in clause (i) above and in such other jurisdictions in which Collateral is located on the Initial Borrowing Date, together with copies of organizationsuch financing statements that name the Parent, Holdings, the Borrower or any Subsidiary Guarantor as debtor (none of which shall cover any of the Collateral except (x) to the extent evidencing Permitted Liens or (y) those in respect of which the Collateral Agent shall have received termination statements (Form UCC-3) or such other termination statements as shall be required by local law authorized for filing) or arrangements therefor reasonably satisfactory to the Collateral Agent have been made; (iii) evidence of the completion of or arrangements therefor reasonably satisfactory to the Collateral Agent for all other recordings and filings of, or with respect to, the Security Agreement as may be necessary or, in the reasonable opinion of the Collateral Agent, desirable, to perfect the security interests intended to be created by the Security Agreement; and (iv) an executed Perfection Certificate; provided evidence that to the extent any lien search all other actions necessary or, if applicablein the reasonable opinion of the Collateral Agent, insurance certificate or endorsement, or any desirable to perfect and protect the security interest in any Collateral is not able interests purported to be provided and/or perfected on the Closing Date other than (x) Collateral constituting assets pursuant to which a security interest can be perfected created by the filing of a financing statement under Security Agreement have been taken, and the UCC or (y) Collateral constituting certificated Equity Interests of Borrower and each of its material Domestic Wholly-Owned Subsidiaries to which a security interest can be perfected by the delivery of such certificates (to the extent required under the Credit Documents) (provided that, with respect to the Target on the Closing Date, the foregoing shall only apply to the extent such certificated Equity Interests are received from the Target after the Credit Parties’ use of commercially reasonable efforts and any such certificates not delivered on the Closing Date Security Agreement shall be delivered thereafter pursuant to Section 9.13), in each case, after the Credit Parties’ use of commercially reasonable efforts to do so without undue burden or expense, then the provision and/or delivery of any lien search or, if applicable, insurance certificate or endorsement, and/or the provision and/or perfection of a security interest in such Collateral (or related closing deliverables), as applicable, shall not be required as a condition to the Closing Date (full force and the provisions of this Section 6.09 shall be deemed to have been satisfied) but instead shall be required to be provided and/or perfected within 90 days after the Closing Date (or such later date as mutually agreed by the Administrative Agent and Borrower acting reasonably) pursuant to Section 9.13effect.

Security Agreement. On the Closing Initial Borrowing Date, each Credit Party shall have duly authorized, executed and delivered to the Collateral Agent the Security Agreement substantially in the form of Exhibit G I (as may be amended, amended and restated, modified, supplemented, extended or renewed restated and/or supplemented from time to time, the “Security Agreement”) covering all of such Credit Party’s present and future Collateral referred to thereinSecurity Agreement Collateral, and shall have delivered together with (but otherwise subject to the grace period (if any) set forth in the Security Agreement for the perfection of certain Security Agreement Collateral Agent:to the extent such perfection cannot be accomplished by the Initial Borrowing Date after the Credit Parties’ commercially reasonable efforts to do so): (i) proper financing statements (Form UCC-1 or the equivalent) fully executed or authorized for filing under the UCC and filings with the United States Patent and Trademark Office and United States Copyright Office, if applicable, or other appropriate filing offices of each U.S. national or state jurisdiction as may be required necessary to perfect the security interests purported to be created by the Security Agreement (except to the extent expressly not required by the Security Agreement); (ii) all of the Pledged Collateral, if any, referred to in the Security Agreement and then owned by such Credit Party together with executed and undated endorsements for transfer in the case of Pledged Collateral constituting certificated securities and all other documents and instruments required to perfect the security interest of the Collateral Agent in the Collateral (except to the extent expressly not required by the Security Agreement); (iii) certified copies of a recent date of requests for information or copies (Form UCC-1UCC-11), or equivalent reports as of a recent date, listing all effective financing statements that name Borrower Holdings or any other Credit Party of its Subsidiaries as debtor and that are filed in their respective the jurisdictions referred to in clause (i) above and in such other jurisdictions in which Collateral is located on the Initial Borrowing Date, together with copies of organizationsuch other financing statements that name Holdings or any of its Subsidiaries as debtor (none of which shall cover any of the Collateral except (x) to the extent evidencing Permitted Liens or (y) those in respect of which the Collateral Agent shall have received termination statements (Form UCC-3) or such other termination statements as shall be required by local law fully executed for filing); and (iviii) an executed Perfection Certificate; provided evidence that to the extent any lien search or, if applicable, insurance certificate or endorsement, or any security interest in any Collateral is not able to be provided and/or perfected on the Closing Date all other than (x) Collateral constituting assets pursuant to which a security interest can be perfected actions required by the filing of a financing statement under the UCC Security Agreement or (y) Collateral constituting certificated Equity Interests of Borrower and each of its material Domestic Wholly-Owned Subsidiaries to which a security interest can be perfected applicable law or otherwise reasonably required by the delivery of such certificates (to the extent required under the Credit Documents) (provided that, with respect to the Target on the Closing Date, the foregoing shall only apply to the extent such certificated Equity Interests are received from the Target after the Credit Parties’ use of commercially reasonable efforts and any such certificates not delivered on the Closing Date shall be delivered thereafter pursuant to Section 9.13)Collateral Agent, in each casecase to perfect and protect the security interests purported to be created by the Security Agreement have been taken, after the Credit Parties’ use of commercially reasonable efforts to do so without undue burden or expense, then the provision and/or delivery of any lien search or, if applicable, insurance certificate or endorsement, and/or the provision and/or perfection of a security interest in such Collateral (or related closing deliverables), as applicable, shall not be required as a condition to the Closing Date (and the provisions of this Section 6.09 Security Agreement shall be deemed to have been satisfied) but instead shall be required to be provided and/or perfected within 90 days after the Closing Date (or such later date as mutually agreed by the Administrative Agent in full force and Borrower acting reasonably) pursuant to Section 9.13effect.

Security Agreement. On the Closing Effective Date, the Borrower and each Credit Party Wholly-Owned Domestic Restricted Subsidiary of the Borrower (other than any Excluded Subsidiary) shall have duly authorized, executed and delivered to the Collateral Agent the a Security Agreement substantially in the form of Exhibit G G-2 (as may be amended, amended and restated, modified, supplementedrestated, extended waived or renewed supplemented from time to time, the “Security Agreement”) covering all of the Borrower’s and each such Credit PartyWholly-Owned Domestic Restricted Subsidiary’s present and future Collateral referred (subject to any limitations contained therein), and shall have delivered to the Collateral Agenttogether with: (i) proper financing statements (Form UCC-1 or the equivalent) authorized in appropriate form for filing under the UCC and filings with the United States Patent and Trademark Office and United States Copyright Office, if applicable, or other appropriate filing offices of each U.S. national or state jurisdiction as may be required in order to perfect the security interests purported to be created by the Security Agreement (except to the extent expressly not required by the Security Agreement); (ii) all of the Pledged Collateral, if any, referred to in the Security Agreement and then owned by such Credit Party together with executed and undated endorsements for transfer in the case of Pledged Collateral constituting certificated securities and all other documents and instruments required to perfect the security interest of the Collateral Agent in the Collateral (except to the extent expressly not required by the Security Agreement); (iii) certified copies of a recent date of requests for information or copies (Form UCC-1)UCC, United States Patent and Trademark Office, United States Copyright Office, tax and judgment lien searches, or equivalent reports or searches, each as of a recent date, listing all effective financing statements statements, lien notices or comparable documents that name Borrower or any other Credit Party as debtor and that are filed in their respective those state and county jurisdictions in which any Credit Party is organized or maintains its principal place of organizationbusiness or in the United States Patent and Trademark Office or United States Copyright Office, as applicable, none of which encumber the Collateral covered or intended to be covered by the Security Documents (other than Liens permitted by Section 10.01; (iii) subject in all cases to Section 13.21, delivery of all other recordings and filings of, or with respect to, the Security Agreement as may be necessary to perfect (if and to the extent perfection is required by the Security Agreement) the security interests intended to be created by the Security Agreement; and (iv) an executed Perfection Certificate; provided evidence that all other actions necessary to perfect (if and to the extent perfection is required by the Security Agreement) the security interests created by the Security Agreement have been taken (including, any lien search or, if applicable, insurance certificate or endorsement, or any requirements to perfect such security interest in any Collateral is not able to be provided and/or perfected on by “control” (within the Closing Date other than (x) Collateral constituting assets pursuant to which a security interest can be perfected by meaning of the filing of a financing statement under UCC)), and the UCC or (y) Collateral constituting certificated Equity Interests of Borrower and each of its material Domestic Wholly-Owned Subsidiaries to which a security interest can be perfected by the delivery of such certificates (to the extent required under the Credit Documents) (provided that, with respect to the Target on the Closing Date, the foregoing shall only apply to the extent such certificated Equity Interests are received from the Target after the Credit Parties’ use of commercially reasonable efforts and any such certificates not delivered on the Closing Date Security Agreement shall be delivered thereafter pursuant to Section 9.13), in each case, after the Credit Parties’ use of commercially reasonable efforts to do so without undue burden or expense, then the provision and/or delivery of any lien search or, if applicable, insurance certificate or endorsement, and/or the provision and/or perfection of a security interest in such Collateral (or related closing deliverables), as applicable, shall not be required as a condition to the Closing Date (full force and the provisions of this Section 6.09 shall be deemed to have been satisfied) but instead shall be required to be provided and/or perfected within 90 days after the Closing Date (or such later date as mutually agreed by the Administrative Agent and Borrower acting reasonably) pursuant to Section 9.13effect.

Security Agreement. On or prior to the Closing Third Restatement Effective Date, each Credit Party shall have duly authorized, executed and delivered to the Collateral Agent the Third Amended and Restated Security Agreement substantially in the form of Exhibit G I (as may be amended, amended and restated, modified, supplemented, extended supplemented or renewed amended from time to time, the “"Security Agreement”") covering all of such Credit Party’s 's present and future Collateral referred to thereinSecurity Agreement Collat- eral, and shall have delivered to the Collateral Agenttogether with: (ia) proper financing statements Financing Statements or amendments thereto (Form UCC-1 or the equivalentUCC-3, respectively) authorized fully executed for filing under the UCC and filings with the United States Patent and Trademark Office and United States Copyright Office, if applicable, or other appropriate filing offices of each U.S. national or state jurisdiction as may be required necessary or, in the reasonable opinion of the Collateral Agent, desirable to perfect (or maintain the perfection of) the security interests purported to be created (or maintained) by the Security Agreement (except and evidence satisfactory to the extent expressly not required by Collateral Agent that such Financing Statements shall be filed prior to any UCC-1 Financing Statements filed pursuant to the Security Agreement)Receivables Facility; (ii) all of the Pledged Collateral, if any, referred to in the Security Agreement and then owned by such Credit Party together with executed and undated endorsements for transfer in the case of Pledged Collateral constituting certificated securities and all other documents and instruments required to perfect the security interest of the Collateral Agent in the Collateral (except to the extent expressly not required by the Security Agreement); (iiib) certified copies of a recent date of requests Requests for information Information or copies Copies (Form UCC-1UCC-11), or equivalent reports as of a recent datereports, listing all effective financing statements that name Borrower or any other Credit Party as debtor and that are filed in their respective the jurisdictions referred to in clause (a) above, together with copies of organizationsuch other financing statements (none of which shall cover the Collateral except to the extent evidencing Permitted Liens or in respect of which the Collateral Agent shall have received termination statements (Form UCC-3) or such other termination statements as shall be required by local law) fully executed for filing; (c) evidence of the completion of all other recordings and filings of, or with respect to, the Security Agreement as may be necessary or, in the reasonable opinion of the Collateral Agent, desirable to perfect (or maintain the perfection of) the security interests intended to be created (or maintained) by the Security Agreement; (d) lockbox agreements and other agreements from deposit banks utilized pursuant to the Cash Management System, recognizing the security interests granted pursuant thereto and directing payments from deposit accounts to be made to the Concentration Account; and (ive) an executed Perfection Certificate; provided evidence that to the extent any lien search all other actions necessary or, if applicablein the reasonable opinion of the Collateral Agent, insurance certificate desirable to perfect and protect (or endorsement, or any maintain the perfection of) the security interest in any Collateral is not able interests purported to be provided and/or perfected on the Closing Date other than created (xor maintained) Collateral constituting assets pursuant to which a security interest can be perfected by the filing of a financing statement under the UCC or (y) Collateral constituting certificated Equity Interests of Borrower and each of its material Domestic Wholly-Owned Subsidiaries to which a security interest can be perfected by the delivery of such certificates (to the extent required under the Credit Documents) (provided that, with respect to the Target on the Closing Date, the foregoing shall only apply to the extent such certificated Equity Interests are received from the Target after the Credit Parties’ use of commercially reasonable efforts and any such certificates not delivered on the Closing Date shall be delivered thereafter pursuant to Section 9.13), in each case, after the Credit Parties’ use of commercially reasonable efforts to do so without undue burden or expense, then the provision and/or delivery of any lien search or, if applicable, insurance certificate or endorsement, and/or the provision and/or perfection of a security interest in such Collateral (or related closing deliverables), as applicable, shall not be required as a condition to the Closing Date (and the provisions of this Section 6.09 shall be deemed to Security Agreement have been satisfied) but instead shall be required to be provided and/or perfected within 90 days after the Closing Date (or such later date as mutually agreed by the Administrative Agent and Borrower acting reasonably) pursuant to Section 9.13taken.