Common use of Security Documents Clause in Contracts

Security Documents. The Administrative Agent shall have received executed counterparts of each Security Document, dated as of Closing Date, duly executed and delivered by each Obligor, together with: (i) subject to Section 8.17, delivery of all certificates (in the case of Equity Interests that are securities (as defined in the NY UCC)) evidencing the issued and outstanding capital securities owned by each Obligor that are required to be pledged under the Security Agreement, which certificates in each case shall be accompanied by undated instruments of transfer duly executed in blank or, in the case of Equity Interests that are uncertificated securities (as defined in the NY UCC), confirmation and evidence reasonably satisfactory to the Administrative Agent that the security interest required to be pledged therein under the Security Agreement has been transferred to and perfected by the Administrative Agent in accordance with Articles 8 and 9 of the NY UCC and all laws otherwise applicable to the perfection of the pledge of such Equity Interests; (ii) financing statements naming each Obligor as a debtor and the Administrative Agent as the secured party (for the benefit of all Secured Parties) or other similar instruments or documents, in each case suitable for filing, to be filed under the Uniform Commercial Code (or equivalent law) of all jurisdictions as may be necessary to perfect the Liens of the Administrative Agent, for the benefit of the Lenders, pursuant to the Security Agreement; (iii) UCC-1 (or equivalent) Lien searches reasonably satisfactory in scope and substance to the Administrative Agent covering each Obligor and its properties; (iv) UCC-3 termination statements, or equivalent, as may be necessary to release all Liens and other rights of any Person in any collateral described in the Security Agreement previously granted by any Person; and (v) all Short-Form IP Security Agreements required to be provided under the Security Agreement, each dated as of the Closing Date, duly executed and delivered by each Obligor that is required to do so under the Security Agreement.

Security Documents. (a) The Administrative Agent shall have received executed counterparts provisions of each Security Document, dated as of Closing Date, duly executed and delivered by each Obligor, together with: (i) subject this Agreement are effective to Section 8.17, delivery of all certificates (in the case of Equity Interests that are securities (as defined in the NY UCC)) evidencing the issued and outstanding capital securities owned by each Obligor that are required to be pledged under the Security Agreement, which certificates in each case shall be accompanied by undated instruments of transfer duly executed in blank orcreate, in the case favor of Equity Interests that are uncertificated securities (as defined in the NY UCC), confirmation and evidence reasonably satisfactory to the Administrative Agent that the security interest required to be pledged therein under the Security Agreement has been transferred to and perfected by the Administrative Agent in accordance with Articles 8 and 9 of the NY UCC and all laws otherwise applicable to the perfection of the pledge of such Equity Interests; (ii) financing statements naming each Obligor as a debtor and the Administrative Agent as the secured party (for the benefit of all the Secured Parties, a legal, valid and enforceable Lien on, and security interest in, all of the Collateral described herein, and (i) when financing statements and other filings in appropriate form are filed in the offices set forth on Schedule 9.1.25(a) and (ii) upon the taking of possession or control by Administrative Agent (or by the Term Loan Agent subject to the terms of the Intercreditor Agreement) of the Collateral with respect to which a security interest may be perfected only by possession or control (which possession or control shall be given to Administrative Agent (or the Term Loan Agent subject to the terms of the Intercreditor Agreement) to the extent possession or control by Administrative Agent is required by this Agreement), the Liens created by this Agreement shall constitute fully perfected first priority (or, subject to the Intercreditor Agreement, second priority) Liens on, and security interests in, all right, title and interest of the Obligors in the Collateral covered thereby (other similar instruments or documents, than such Collateral in each case suitable for filing, to which a security interest cannot be filed perfected under the Uniform Commercial Code as in effect at the relevant time in the relevant jurisdiction), in each case free of all Liens other than Permitted Liens, and prior and superior to all other Liens other than such Liens and, subject to the terms of the Intercreditor Agreement, the Liens in favor of the Term Loan Agent. (b) If and when executed and delivered, each Mortgage will be effective to create, in favor of Administrative Agent (or equivalent law) of all jurisdictions such other trustee as may be necessary required or desired under local law) for the benefit of the Secured Parties, legal, valid and enforceable Liens on, and security interests in, all of the Mortgaged Property and the proceeds thereof, subject only to perfect Permitted Liens, and when any Mortgage is executed and delivered after the date hereof in accordance with the provisions of Section 7.3.1 and filed in the appropriate offices), the Mortgages shall constitute fully perfected first priority (or, subject to the Intercreditor Agreement, second priority) Liens on, and security interests in, all right, title and interest of the Obligors in the Real Estate subject to such Mortgage and the proceeds thereof, in each case prior and superior in right to any other person, other than Liens permitted by such Mortgage and, subject to the terms of the Intercreditor Agreement, the Liens in favor of the Term Loan Agent. (c) Each Security Document delivered pursuant to Section 7.4, Section 7.6 or Section 10.1.13, upon execution and delivery thereof, is effective to create in favor of Administrative Agent, for the benefit of the LendersSecured Parties, pursuant to legal, valid and enforceable Liens on, and security interests in, all of the Security Agreement; (iii) UCC-1 (Collateral thereunder, and when all appropriate filings or equivalent) Lien searches reasonably satisfactory recordings are made in scope and substance to the Administrative Agent covering each Obligor and its properties; (iv) UCC-3 termination statements, or equivalent, appropriate offices as may be necessary required under Applicable Law or possession or control is conferred to release all Liens and other rights of any Person in any collateral described in Administrative Agent, such Security Document will constitute fully perfected first priority (or, subject to the Security Agreement previously granted by any Person; and (v) all Short-Form IP Security Agreements required to be provided under the Security Intercreditor Agreement, each dated as second priority) Liens on, and security interests in, all right, title and interest of the Closing DateObligors in such Collateral, duly executed and delivered by in each Obligor that is required to do so under the Security Agreementcase with no other Liens except for Permitted Liens.

Security Documents. The Administrative Agent shall have received executed counterparts of each Security Document, dated as of Closing Date, duly executed and delivered by each Obligor, together withreceived: (i) subject to Section 8.17, delivery of all certificates (in the case of Equity Interests that are securities (as defined in the NY UCC)) evidencing the issued and outstanding capital securities owned by each Obligor the Borrower and its Subsidiaries that are required to be pledged under the Security Agreement, which certificates in each case shall be accompanied by undated instruments of transfer duly executed in blank blank, or, in the case of Equity Interests that are uncertificated securities (as defined in the NY UCC), confirmation and evidence reasonably satisfactory to the Administrative Agent that the security interest required to be pledged therein under the Security Collateral Agreement has been transferred to and perfected by the Administrative Agent in accordance with Articles 8 and 9 of the NY UCC and all laws Laws otherwise applicable to the perfection of the pledge of such Equity Interests; (ii) promissory notes together with undated note powers executed in blank to the extent required to be Collateral pursuant to the definition of the term “Collateral and Guarantee Requirement”; (iii) financing statements naming the Borrower and each Obligor Subsidiary (other than Excluded Foreign Subsidiaries) as a debtor and the Administrative Agent as the secured party (for the benefit of all Secured Parties) party, or other similar instruments instruments, registrations or documents, in each case suitable for filing, to be filed under the Uniform Commercial Code UCC (or equivalent law) of all jurisdictions as may be necessary or, in the commercially reasonable opinion of the Administrative Agent, desirable to perfect the Liens of the Administrative Agent, for the benefit of the Lenders, Agent pursuant to the Security Collateral Agreement; (iii) UCC-1 (or equivalent) Lien searches reasonably satisfactory in scope and substance to the Administrative Agent covering each Obligor and its properties; (iv) UCC-3 termination statements, or equivalent, as may be necessary to release all Liens (other than Liens permitted under Section 6.02) and other rights of any Person in any collateral described in the Security Collateral Agreement previously granted by any Person; and (v) all Short-Form IP Security Agreements Agreements, Landlord Consents and Bailee Letters required to be provided under the Security Collateral Agreement, each dated as of the Original Closing Date or the Amendment and Restatement Effective Date, as applicable, duly executed and delivered by the Borrower and each Obligor that is required to do so under the Security AgreementSubsidiary, as applicable.

Security Documents. (a) The Administrative Agent shall have received executed counterparts Collateral Agreement, upon execution and delivery thereof by the parties thereto, will create in favor of each Security Documentthe Collateral Agent, dated as for the ratable benefit of Closing Datethe Secured Parties, duly executed a legal, valid and delivered by each Obligor, together with: (i) subject to Section 8.17, delivery of all certificates (enforceable security interest in the case of Equity Interests that are securities Collateral (as defined in the NY UCC)Collateral Agreement) evidencing and the issued proceeds thereof and outstanding capital securities owned by each Obligor that when financing statements or other filings in appropriate form are required to be pledged under filed in the Security Agreement, which certificates in each case shall be accompanied by undated instruments of transfer duly executed in blank offices specified on Schedule 3.19(a) (or, in the case of Equity Interests Collateral delivered after the date hereof in accordance with the provisions of Section 5.12, in the appropriate filing offices), the Lien created under the Collateral Agreement will constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral (other than Intellectual Property, as defined in the Collateral Agreement), in each case prior and superior in right to any other person, other than Permitted Liens that are uncertificated securities may take priority as a matter of law, and as otherwise provided in the Pari Passu Intercreditor Agreement. (b) Upon the recordation of the Collateral Agreement (or a short-form security agreement in form and substance reasonably satisfactory to the Borrower and the Administrative Agent) with the United States Patent and Trademark Office and the United States Copyright Office, together with the financing statements or such other filings in appropriate form filed in the offices specified on Schedule 3.19(a) (or, in the case of Collateral delivered after the date hereof in accordance with the provisions of Section 5.12, in the appropriate filing offices), the Lien created under the Collateral Agreement shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in Patents and Trademarks (as each term is defined in the Collateral Agreement) registered or applied for with the United States Patent and Trademark Office or Copyrights (as defined in the NY UCC)Collateral Agreement) registered or applied for with the United States Copyright Office, confirmation and evidence reasonably satisfactory to the Administrative Agent that the security interest required to be pledged therein under the Security Agreement has been transferred to and perfected by the Administrative Agent in accordance with Articles 8 and 9 of the NY UCC and all laws otherwise applicable to the perfection of the pledge of such Equity Interests; (ii) financing statements naming each Obligor as a debtor and the Administrative Agent as the secured party (for the benefit of all Secured Parties) or other similar instruments or documentscase may be, in each case suitable for filingprior and superior in right to any other person other than Permitted Liens that may take priority as a matter of law, to be filed under and as otherwise provided in the Uniform Commercial Code Pari Passu Intercreditor Agreement (or equivalent law) of all jurisdictions as it being understood that subsequent recordings in the United States Patent and Trademark Office and the United States Copyright Office may be necessary to perfect the Liens of the Administrative Agenta Lien on registered or applied for Patents, for the benefit of the Lenders, pursuant to the Security Agreement; (iii) UCC-1 (or equivalent) Lien searches reasonably satisfactory in scope and substance to the Administrative Agent covering each Obligor and its properties; (iv) UCC-3 termination statementsTrademarks, or equivalentCopyrights, as may be necessary to release all Liens and other rights of any Person in any collateral described in acquired by the Security Agreement previously granted by any Person; and (v) all Short-Form IP Security Agreements required to be provided under Loan Parties after the Security Agreement, each dated as of the Closing Date, duly executed and delivered by each Obligor that is required to do so under the Security Agreementdate hereof).

Security Documents. The Administrative Agent shall have received executed counterparts of all Security Documents of all Obligors, each Security Document, dated as of Closing Datethe date hereof, duly executed and delivered by each such Obligor, together with: (i) subject to Section 8.17, all deliverables due on the date hereof regarding the Swiss Security Documents; (ii) delivery of all certificates (in the case of Equity Interests that are certificated securities (as defined in the NY UCC)) evidencing the issued and outstanding capital securities owned by the Parent and each Obligor Subsidiary that are required to be pledged under the such Security AgreementDocuments, which certificates in each case shall be accompanied by undated instruments of transfer duly executed in blank blank, or, in the case of Equity Interests that are uncertificated securities (as defined in the NY UCC), confirmation and evidence reasonably satisfactory to the Administrative Agent and the Lenders that the security interest required to be pledged therein under the such Security Agreement Documents 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 NY UCC and all laws Laws otherwise applicable to the perfection of the pledge of such Equity Interests; (iiiii) financing statements naming each Obligor as a debtor and the Administrative Agent as the secured party (for the benefit of all Secured Parties) party, or other similar instruments instruments, registrations, or documents, in each case suitable for filing, to be filed under the Uniform Commercial Code UCC (or equivalent lawLaw) of all jurisdictions as may be necessary or, in the opinion of the Agent, desirable to perfect the Liens of the Administrative Agent, for the benefit of the Lenders, Secured Parties pursuant to the such Security Agreement; (iii) UCC-1 (or equivalent) Lien searches reasonably satisfactory in scope and substance to the Administrative Agent covering each Obligor and its propertiesDocuments; (iv) UCC-3 termination statements, or equivalent, as may be necessary to release all Liens (other than Permitted Liens) and other rights of any Person in any collateral Collateral described in the Security Agreement Documents previously granted by any Person; and (v) all Short-Form IP Security Agreements Agreements, Real Property Security Documents and any other agreement, document or instrument required to be provided under the any Security Agreement, each dated as of the Closing DateDocument, duly executed and delivered by each Obligor that is required to do so under the Security Agreementapplicable Obligors.

Security Documents. The Administrative Agent shall have received executed counterparts of each Security Document, dated Except as of Closing Date, duly executed otherwise contemplated hereby or under any other Loan Documents and delivered by each Obligor, together with: (i) subject to Section 8.17the terms of the Intercreditor Agreements, delivery the provisions of all certificates (the Collateral Documents are effective to create in the case favor of Equity Interests that are securities (as defined in the NY UCC)) evidencing the issued and outstanding capital securities owned by each Obligor that are required to be pledged under the Security Agreement, which certificates in each case shall be accompanied by undated instruments of transfer duly executed in blank or, in the case of Equity Interests that are uncertificated securities (as defined in the NY UCC), confirmation and evidence reasonably satisfactory to the Administrative Agent that the security interest required to be pledged therein under the Security Agreement has been transferred to and perfected by the Administrative Agent in accordance with Articles 8 and 9 of the NY UCC and all laws otherwise applicable to the perfection of the pledge of such Equity Interests; (ii) financing statements naming each Obligor as a debtor and the Administrative Agent as the secured party (for the benefit of all Secured Parties) or other similar instruments or documents, in each case suitable for filing, to be filed under the Uniform Commercial Code (or equivalent law) of all jurisdictions as may be necessary to perfect the Liens of the Administrative Agent, for the benefit of the LendersSecured Parties legal, valid and enforceable Liens on, and security interests in, the Collateral and, (i) when all appropriate filings or recordings are made in the appropriate offices as may be required under applicable Laws (which filings or recordings shall be made to the extent required by any Collateral Document) and (ii) upon the taking of possession or control by the Administrative Agent (or its agent pursuant to the Security an Intercreditor Agreement; ) of such Collateral with respect to which a security interest may be perfected only by possession or control (iii) UCC-1 (which possession or equivalent) Lien searches reasonably satisfactory in scope and substance control shall be given to the Administrative Agent covering to the extent required by any Collateral Document), such Collateral Document will constitute fully perfected Liens on, and security interests in, all right, title and interest of the Loan Parties in such Collateral, in each Obligor case subject to no Liens other than the applicable Liens permitted under the Loan Documents, a legal, valid, enforceable and its properties; perfected Lien (iv) UCC-3 termination statements, or equivalent, as if and to the extent perfection may be necessary to release all Liens and achieved by the filings and/or other rights of any Person in any collateral described in the Security Agreement previously granted by any Person; and (v) all Short-Form IP Security Agreements actions required to be provided taken hereby or by the applicable Collateral Documents) on all right, title and interest of the respective Loan Parties in the Collateral described therein subject to the Enforcement Qualifications and Liens permitted by Section 7.01. Notwithstanding anything herein (including this Section 5.19) or in any other Loan Document to the contrary, neither the Borrower nor any other Loan Party makes any representation or warranty as to (A) the effects of perfection or non-perfection, the priority or the enforceability of any pledge of or security interest (other than with respect to those pledges and security interests made under the Security Agreement, each dated as Laws of the jurisdiction of formation of the applicable Foreign Subsidiary) in any Equity Interests of any Foreign Subsidiary, or as to the rights and remedies of the Agents or any Lender with respect thereto, in each case under foreign Law, (B) the pledge or creation of any security interest, or the effects of perfection or non-perfection, the priority or the enforceability of any pledge of or security interest to the extent such pledge, security interest, perfection or priority is not required pursuant to the Collateral and Guarantee Requirement or (C) on the Closing DateDate and until required pursuant to Section 6.11, duly executed and delivered by each Obligor that is 6.13 or 4.01(a)(v), the pledge or creation of any security interest, or the effects of perfection or non-perfection, the priority or enforceability of any pledge or security interest to the extent not required on the Closing Date pursuant to do so under the Security AgreementSection 4.01(a)(v).

Security Documents. The Administrative Agent shall have received executed counterparts of each Security Document, dated as of Closing On and after the Effective Date, duly executed and delivered by each Obligor, together with:, (i) the provisions of the Security Documents (other than the Peruvian Security Documents) are effective to create, in favor of the Agent for the benefit of the Lenders, a legal, valid and enforceable first priority Lien (subject to Section 8.17Permitted Liens and the Peruvian Intercreditor Agreement) on all of the Collateral purported to be covered thereby, delivery and all necessary recordings and filings have been made, or shall be made on the Effective Date, in all necessary public offices, and all other necessary and appropriate action has been taken, so that each such Security Document creates a perfected Lien on all right, title and interest of all certificates (the Hudbay Group Member which is a party thereto in the case of Equity Interests that are securities Collateral covered thereby, prior and superior to all other Liens other than Permitted Liens (as defined in the NY UCC)) evidencing the issued and outstanding capital securities owned by each Obligor that are required to be pledged under the Security Agreement, which certificates in each case shall be accompanied by undated instruments of transfer duly executed in blank or, in the case of Equity Interests that are uncertificated securities (as defined in the NY UCC), confirmation and evidence reasonably satisfactory subject to the Administrative Agent that Peruvian Intercreditor Agreement) and all necessary consents to the security interest required to be pledged therein under the Security Agreement has creation, perfection and enforcement of such Liens, if required, have been transferred to and perfected by the Administrative Agent in accordance with Articles 8 and 9 obtained from each of the NY UCC and all laws otherwise applicable parties to the perfection of the pledge of such Equity Interests;Material Agreements, as applicable; and (ii) financing statements naming each Obligor as a debtor the provisions of the Peruvian Security Documents are effective to create, in favor of the Peruvian Collateral Agent, the Management and Guarantee Trustee, the Conditional Credit Assignment Agent and the Administrative Agent Share Trustee, as the secured party (for the benefit of all Secured Parties) or other similar instruments or documents, in each case suitable for filing, to be filed under the Uniform Commercial Code (or equivalent law) of all jurisdictions as may be necessary to perfect the Liens of the Administrative Agentapplicable, for the benefit of the Lenders, pursuant a legal, valid and enforceable first priority Lien (subject to Permitted Liens and the Peruvian Intercreditor Agreement) on all of the Collateral purported to be covered thereby and as set forth therein, so that each such Security Document creates a perfected Lien on all right, title and interest of HB Peru SAC in the Collateral covered thereby, prior and superior to all other Liens other than Permitted Liens (subject to the Security Peruvian Intercreditor Agreement; (iii) UCC-1 (or equivalent) Lien searches reasonably satisfactory in scope and substance all necessary consents to the Administrative Agent covering creation, perfection and enforcement of such Liens have been obtained from each Obligor and its properties; (iv) UCC-3 termination statements, or equivalent, as may be necessary to release all Liens and other rights of any Person in any collateral described in the Security Agreement previously granted by any Person; and (v) all Short-Form IP Security Agreements required to be provided under the Security Agreement, each dated as of the Closing Date, duly executed and delivered by each Obligor that is required parties to do so under the Security AgreementMaterial Project Documents.

Security Documents. The Administrative (a) In the event that any Senior-Priority Collateral Agent enters into any amendment, waiver or consent in respect of any of the Senior-Priority Security Documents for the purpose of adding to, or deleting from, or waiving or consenting to any departures from any provisions of, any Senior-Priority Security Document or changing in any manner the rights of any parties thereunder, then such amendment, waiver or consent shall apply automatically to (x) any comparable provision of the Comparable Junior-Priority Security Document without the consent of or action by any Junior-Priority Secured Party (with all such amendments, waivers and modifications subject to the terms hereof); provided, however, that (i) no such amendment, waiver or consent shall have received executed counterparts the effect of each removing assets subject to the Lien of any Junior-Priority Security Document, dated as except to the extent that a release of Closing Date, duly executed and delivered such Lien is permitted or contemplated by each Obligor, together with: (i) subject to Section 8.17, delivery of all certificates (in the case of Equity Interests that are securities (as defined in the NY UCC)) evidencing the issued and outstanding capital securities owned by each Obligor that are required to be pledged under the Security this Agreement, which certificates (ii) unless such amendment, waiver or consent affects the Senior-Priority Secured Parties in each case shall be accompanied a like or similar manner to the effect on the Junior-Priority Secured Parties (other than by undated instruments virtue of transfer duly executed in blank or, in the case of Equity Interests that are uncertificated securities (as defined in the NY UCCtheir relative priorities and rights and obligations hereunder), confirmation and evidence reasonably satisfactory no such amendment, waiver or consent shall apply automatically to the Administrative Agent that Comparable Junior-Priority Security Document without the security interest required to be pledged therein under consent of or action by, any Junior-Priority Secured Party, if such amendment, waiver or consent materially and adversely affects the Security Agreement has been transferred to and perfected by the Administrative Agent in accordance with Articles 8 and 9 rights of the NY UCC and all laws otherwise Junior-Priority Holders, (iii) no such amendment, waiver or consent with respect to any provision applicable to the perfection Agents under the Junior-Priority Documents shall apply automatically to any comparable provision of the pledge Comparable Junior-Priority Security Document, without the prior written consent of such Equity Interests; (ii) financing statements naming each Obligor as a debtor and the Administrative Agent as the secured party (for the benefit of all Secured Parties) or other similar instruments or documentsAgents, in each case suitable for filing, to be filed under the Uniform Commercial Code (or equivalent law) of all jurisdictions as may be necessary to perfect the Liens of the Administrative Agent, for the benefit of the Lenders, pursuant to the Security Agreement; (iii) UCC-1 (or equivalent) Lien searches reasonably satisfactory in scope and substance to the Administrative Agent covering each Obligor and its properties; (iv) UCC-3 termination statementsnotice of such amendment, waiver or equivalentconsent shall be given to the Junior-Priority Collateral Agents by the Senior-Priority Collateral Agents on the date of its effectiveness (provided that the failure to give such notice shall not affect the effectiveness and validity of such amendment, as may be necessary to release all Liens waiver or consent) and other rights of any Person in any collateral described in the Security Agreement previously granted by any Person; and (v) all Shorta copy of such amendment, waiver or consent shall be given by the Senior-Form IP Security Agreements required Priority Collateral Agents to be provided under the Security Agreement, each dated as of the Closing Date, duly executed and delivered by each Obligor that is required to do so under the Security AgreementJunior-Priority Collateral Agents.

Security Documents. The Notwithstanding anything to the contrary contained herein or in any other Loan Document, within one Business Day of the Closing Date (or, solely with respect to clause (b), such later date as shall be reasonably acceptable to the Administrative Agent) the Borrower shall have caused to be delivered to the Administrative Agent shall have received executed counterparts of each (a) the Security Document, dated as of Closing DateAgreement, duly executed and delivered by the Borrower, each Obligorother Loan Party and the Administrative Agent, together with: (ib) subject to Section 8.17certificates, delivery of all certificates (in if any, representing the case of Pledged Equity Interests that are securities (as defined in the NY UCC)) evidencing the issued and outstanding capital securities owned by each Obligor that are required to be pledged under the Security Agreement, which certificates in each case shall be ) accompanied by undated instruments of transfer duly stock powers executed in blank or, in and instruments evidencing the case of Equity Interests that are uncertificated securities Pledged Debt (as defined in the NY UCC)Security Agreement) indorsed in blank, confirmation and evidence reasonably satisfactory to the Administrative Agent that the security interest (c) each document (including, without limitation, any Uniform Commercial Code financing statement) required to be pledged therein under by the Security Agreement has been transferred to and perfected Documents or under law or reasonably requested by the Administrative Agent in accordance with Articles 8 and 9 of the NY UCC and all laws otherwise applicable to the perfection of the pledge of such Equity Interests; (ii) financing statements naming each Obligor as a debtor and the Administrative Agent as the secured party (for the benefit of all Secured Parties) or other similar instruments or documents, in each case suitable for filing, to be filed under the Uniform Commercial Code (filed, registered or equivalent law) of all jurisdictions as may be necessary recorded in order to perfect the Liens create in favor of the Administrative Agent, for the benefit of the Lenders, pursuant a perfected Lien on the collateral described therein, prior and superior in right to the Security Agreement; any other Person (iii) UCC-1 (or equivalent) Lien searches reasonably satisfactory in scope and substance other than with respect to Liens expressly permitted by Section 7.02), which shall have been delivered to the Administrative Agent covering each Obligor and its properties; in proper form for filing, registration or recordation (iv) UCC-3 termination statements, it being understood that no account control agreements or equivalent, as may landlord waivers shall be necessary to release all Liens and other rights of any Person in any collateral described in the Security Agreement previously granted by any Person; and (v) all Short-Form IP Security Agreements required to be provided under obtained or otherwise delivered by any of the Security AgreementLoan Parties), each and (d) a written opinion (addressed to the Administrative Agent, the Issuing Lenders and the Lenders and dated as of the Closing Date) of ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, duly executed counsel for the Loan Parties, in form and delivered substance reasonably satisfactory to the Administrative Agent, covering such other matters relating to the Loan Parties, this Agreement or the Transactions as the Administrative Agent shall reasonably request (and the Borrower hereby instructs such counsel to deliver such opinion to the Lenders and the Administrative Agent). In addition, the Administrative Agent shall have received the results of recent lien searches in each relevant jurisdiction with respect to the Loan Parties, and such searches shall reveal no Liens on any of the assets of the Loan Parties except for Liens permitted by each Obligor that is required Section 7.02 or Liens to do so under be discharged pursuant to documentation or arrangements reasonably satisfactory to the Security AgreementAdministrative Agent.

Security Documents. The Administrative Agent shall have received executed counterparts of each Security Document, dated as of Closing On and after the Effective Date, duly executed and delivered by each Obligor, together with:, (i) the provisions of the Security Documents (other than the Peruvian Security Documents) are effective to create, in favor of the Agent for the benefit of the Lenders, a legal, valid and enforceable first priority Lien (subject to Section 8.17Permitted Liens and the Peruvian Intercreditor Agreement) on all of the Collateral purported to be covered thereby, delivery and all necessary recordings and filings have been made, or shall be made on the Effective Date, in all necessary public offices, and all other necessary and appropriate action has been taken, so that each such Security Document creates a perfected Lien on all right, title and interest of all certificates (the Hudbay Group Member which is a party thereto in the case of Equity Interests that are securities Collateral covered thereby, prior and superior to all other Liens other than Permitted Liens (as defined in the NY UCC)) evidencing the issued and outstanding capital securities owned by each Obligor that are required to be pledged under the Security Agreement, which certificates in each case shall be accompanied by undated instruments of transfer duly executed in blank or, in the case of Equity Interests that are uncertificated securities (as defined in the NY UCC), confirmation and evidence reasonably satisfactory subject to the Administrative Agent that Peruvian Intercreditor Agreement) and all necessary consents to the security interest required to be pledged therein under the Security Agreement has creation, perfection and enforcement of such Liens, if required, have been transferred to and perfected by the Administrative Agent in accordance with Articles 8 and 9 obtained from each of the NY UCC and all laws otherwise applicable parties to the perfection of the pledge of such Equity Interests;Material Agreements, as applicable; and (ii) financing statements naming each Obligor as a debtor the provisions of the Peruvian Security Documents are effective to create, in favor of the Peruvian Collateral Agent, the Management and Guarantee Trustee, the Conditional Credit Assignment Agent and the Administrative Agent Share Trustee, as the secured party (for the benefit of all Secured Parties) or other similar instruments or documents, in each case suitable for filing, to be filed under the Uniform Commercial Code (or equivalent law) of all jurisdictions as may be necessary to perfect the Liens of the Administrative Agentapplicable, for the benefit of the Lenders, pursuant a legal, valid and enforceable first priority Lien (subject to Permitted Liens and the Peruvian Intercreditor Agreement) on all of the Collateral purported to be covered thereby and as set forth therein, so that each such Security Document creates a perfected Lien on all right, title and interest of the Borrower in the Collateral covered thereby, prior and superior to all other Liens other than Permitted Liens (subject to the Security Peruvian Intercreditor Agreement; (iii) UCC-1 (or equivalent) Lien searches reasonably satisfactory in scope and substance all necessary consents to the Administrative Agent covering creation, perfection and enforcement of such Liens have been obtained from each Obligor and its properties; (iv) UCC-3 termination statements, or equivalent, as may be necessary to release all Liens and other rights of any Person in any collateral described in the Security Agreement previously granted by any Person; and (v) all Short-Form IP Security Agreements required to be provided under the Security Agreement, each dated as of the Closing Date, duly executed and delivered by each Obligor that is required parties to do so under the Security AgreementMaterial Project Documents.

Security Documents. (a) The Administrative Agent shall have received executed counterparts of each Security Document, dated as of Closing Date, duly executed Guarantee and delivered by each Obligor, together with: (i) subject to Section 8.17, delivery of all certificates (in the case of Equity Interests that are securities (as defined in the NY UCC)) evidencing the issued and outstanding capital securities owned by each Obligor that are required to be pledged under the Security Collateral Agreement, which certificates in each case shall be accompanied by undated instruments of transfer duly executed in blank or, in the case of Equity Interests that are uncertificated securities (as defined in the NY UCC), confirmation upon execution and evidence reasonably satisfactory to the Administrative Agent that the security interest required to be pledged therein under the Security Agreement has been transferred to and perfected delivery thereof by the Administrative Agent parties thereto, will create in accordance with Articles 8 and 9 favor of the NY UCC and all laws otherwise applicable to the perfection of the pledge of such Equity Interests; (ii) financing statements naming each Obligor as a debtor and the Administrative Agent as the secured party (for the benefit of all Secured Parties) or other similar instruments or documents, in each case suitable for filing, to be filed under the Uniform Commercial Code (or equivalent law) of all jurisdictions as may be necessary to perfect the Liens of the Administrative Collateral Agent, for the benefit of the LendersSecured Parties, pursuant a legal, valid and enforceable security interest in the Collateral and the proceeds thereof and (i) when the Pledged Collateral (as defined in the Guarantee and Collateral Agreement) is delivered to the Security Agreement;Collateral Agent, the Lien created under Guarantee and Collateral Agreement shall constitute a fully perfected first priority Lien on, and security interest in, all right, title and interest of the Loan Parties in such Pledged Collateral, in each case prior and superior in right to any other Person, and (ii) when financing statements in appropriate form are filed in the offices specified on Schedule 3.19(a), the Lien created under the Guarantee and Collateral Agreement will constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral (other than Intellectual Property), in each case prior and superior in right to any other Person, other than with respect to Permitted Liens that have priority as a matter of law or that are expressly contemplated by Section 6.02 to have priority. (iiib) UCC-1 Upon the recordation of the Guarantee and Collateral Agreement (or equivalent) Lien searches a short-form security agreement in form and substance reasonably satisfactory in scope and substance to the Administrative Agent covering each Obligor Borrower and the Collateral Agent) with the United States Patent and Trademark Office and the United States Copyright Office, together with the financing statements in appropriate form filed in the offices specified on Schedule 3.19(a), the Lien created under the Guarantee and Collateral Agreement shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in the Intellectual Property in which a security interest may be perfected by filing in the United States and its properties; territories and possessions, in each case prior and superior in right to any other Person, other than with respect to Permitted Liens that have priority as a matter of law or that are expressly contemplated by Section 6.02 to have priority (iv) UCC-3 termination statements, or equivalent, as it being understood that subsequent recordings in the United States Patent and Trademark Office and the United States Copyright Office may be necessary to release perfect a Lien on registered trademarks and patents, trademark and patent applications and registered copyrights acquired by the Loan Parties after the date hereof). (c) Each Mortgage is effective to create in favor of the Collateral Agent, for the ratable benefit of the Secured Parties, a legal, valid and enforceable first priority Lien on all Liens of the applicable Loan Party’s right, title and other rights of any Person interest in any collateral described and to the Mortgaged Property thereunder and the proceeds thereof, and when such Mortgage is filed in the Security Agreement previously granted offices specified on Schedule 3.19(c), such Mortgage shall constitute a fully perfected first priority Lien on, and security interest in, all right, title and interest of such Loan Party in such Mortgaged Property and the proceeds thereof, in each case prior and superior in right to any other Person, other than with respect to Liens expressly permitted by any Person; and (v) all Short-Form IP Security Agreements required to be provided under the Security Agreement, each dated as of the Closing Date, duly executed and delivered by each Obligor that is required to do so under the Security AgreementSection 6.02.

Security Documents. (a) The provisions of this Agreement are effective to create, in favor of Administrative Agent shall have received executed counterparts for the benefit of each Security Documentthe Secured Parties, dated as a legal, valid and enforceable Lien on, and security interest in, all of Closing Datethe Collateral described herein, duly executed and delivered by each Obligor, together with: (i) subject to Section 8.17, delivery of all certificates (when financing statements and other filings in appropriate form are filed in the case offices set forth on Schedule 9.1.20(a) and (ii) upon the taking of Equity Interests that are securities possession or “control” (as defined in the NY UCC) by Administrative Agent of the Collateral with respect to which a security interest may be perfected only by possession or control (which possession or control shall be given to Administrative Agent to the extent possession or control by Administrative Agent is required by this Agreement or the other Loan Documents)) evidencing , the issued Liens created by this Agreement shall constitute fully perfected Liens on, and outstanding capital securities owned by each Obligor that are required to security interests in, all right, title and interest of the Obligors in the Collateral covered thereby (other than such Collateral in which a security interest cannot be pledged perfected under the Security Agreement, which certificates UCC as in each case shall be accompanied by undated instruments of transfer duly executed in blank or, effect at the relevant time in the case of Equity Interests that are uncertificated securities (as defined in the NY UCCrelevant jurisdiction), confirmation and evidence reasonably satisfactory to the Administrative Agent that the security interest required to be pledged therein under the Security Agreement has been transferred to and perfected by the Administrative Agent in accordance with Articles 8 and 9 of the NY UCC and all laws otherwise applicable to the perfection of the pledge of such Equity Interests; (ii) financing statements naming each Obligor as a debtor and the Administrative Agent as the secured party (for the benefit of all Secured Parties) or other similar instruments or documents, in each case suitable for filingfree of all Liens other than Permitted Liens, and prior and superior to be filed all other Liens, other than as expressly permitted under the Uniform Commercial Code Loan Documents. (or equivalent lawb) Each Security Document delivered pursuant to this Agreement, upon execution and delivery thereof, is effective to create in favor of all jurisdictions as may be necessary to perfect the Liens of the Administrative Agent, for the benefit of the LendersSecured Parties, pursuant to legal, valid and enforceable Liens on, and security interests in, all of the Collateral thereunder in accordance with the terms of such Security Agreement; (iii) UCC-1 (Document, and when all appropriate filings or equivalent) Lien searches reasonably satisfactory recordings are made in scope and substance to the Administrative Agent covering each Obligor and its properties; (iv) UCC-3 termination statements, or equivalent, appropriate offices as may be necessary required under Applicable Law or possession or control is conferred to release Administrative Agent, as applicable, the Liens created by such Security Document will constitute fully perfected Liens on, and security interests in, all right, title and interest of the Obligors in the Collateral covered thereby (other than such Collateral in which a security interest cannot be perfected under the UCC as in effect at the relevant time in the relevant jurisdiction), in each case free of all Liens other than Permitted Liens, and prior and superior to all other rights of any Person in any collateral described in the Security Agreement previously granted by any Person; and (v) all Short-Form IP Security Agreements required to be provided Liens, other than as expressly permitted under the Security Agreement, each dated as of the Closing Date, duly executed and delivered by each Obligor that is required to do so under the Security AgreementLoan Documents.

Security Documents. All filings and recordings necessary, in the opinion of the Administrative Agent, to perfect the security interests contemplated to be granted to the Administrative Agent and the Collateral Agent under the Security Documents shall have been made, and the Administrative Agent shall have received evidence satisfactory to it that the Security Documents are in full force and effect and the Liens contemplated by the Security Documents are perfected and of first priority (except for any such prior Liens which are expressly permitted by this Agreement to be prior). The Administrative Agent shall have received executed counterparts of each Security Document, dated as of Closing Date, duly executed and delivered by each Obligor, together withreceived: (i) subject to Section 8.17, delivery of all Uniform Commercial Code search certificates (from the jurisdictions in the case of Equity Interests that which Uniform Commercial Code financing statements are securities (as defined in the NY UCC)) evidencing the issued and outstanding capital securities owned by each Obligor that are required to be pledged under filed reflecting no other financing statements or filings which evidence Liens of other Persons in Collateral acquired subsequent to the Security Agreement, Initial Disbursement Date which certificates in each case shall be accompanied by undated instruments of transfer duly executed in blank or, in are prior to the case of Equity Interests that are uncertificated securities (as defined in the NY UCC), confirmation and evidence reasonably satisfactory Liens granted to the Administrative Agent that in this Agreement, the security interest required Security Documents and the other Loan Documents, except for any such prior Liens (a) which are expressly permitted by this Agreement to be pledged therein under the Security Agreement has been transferred to and perfected by prior or (b) for which the Administrative Agent in accordance with Articles 8 and 9 of the NY UCC and all laws otherwise applicable to the perfection of the pledge of such Equity Interestshas received a termination statement; (ii) financing statements naming a control agreement for each Obligor as bank at which any Loan Party who has become a debtor Subsidiary subsequent to the Initial Disbursement Date maintains a deposit account (including the account holding any amount held in escrow pursuant to the terms of the GAH Purchase Agreement), upon terms and provisions satisfactory to the Administrative Agent, each appropriately completed, duly executed by such Loan Party, and the Administrative Agent as and acknowledged by the secured party (for the benefit of all Secured Parties) or other similar instruments or documents, in each case suitable for filing, depositary bank to be filed under the Uniform Commercial Code (or equivalent law) of all jurisdictions as may be necessary to perfect the Liens of the Administrative Agent, for the benefit of the Lenders, pursuant to the Security Agreementwhich addressed; (iii) UCC-1 (or equivalent) Lien searches reasonably a control agreement for each securities account at which any such Loan Party maintains a securities account, upon terms and provisions satisfactory in scope and substance to the Administrative Agent, each appropriately completed, duly executed by such Loan Party, and the Administrative Agent covering each Obligor and its propertiesacknowledged by the securities intermediary to which addressed; (iv) UCC-3 termination statementssuch other documents, instruments and agreements as the Administrative Agent may reasonably request to create and perfect the Liens granted to the Administrative Agent or equivalentany Lender in this Agreement, as may be necessary to release all Liens and other rights of any Person in any collateral described in the Security Agreement previously granted by any PersonDocuments and the other Loan Documents; and (v) all Short-Form IP such other evidence as the Administrative Agent may request to establish that the Liens granted to the Administrative Agent or any Lender in this Agreement, the Security Agreements required Documents and the other Loan Documents are perfected and prior to the Liens of other Persons in the Collateral, except for any such Liens which are expressly permitted by this Agreement to be provided under the Security Agreement, each dated as of the Closing Date, duly executed and delivered by each Obligor that is required to do so under the Security Agreementprior.

Security Documents. The Administrative Agent (a) Each Loan Party and the Second Priority Representative, on behalf of itself and the Second Priority Secured Parties, agrees that it shall have received executed counterparts not at any time execute or deliver any amendment or other modification to any of each Security Document, dated as the Second Priority Documents in violation of Closing Date, duly executed and delivered by each Obligor, together with:this Agreement. (ib) subject Each Loan Party and the First Priority Representative, on behalf of itself and the First Priority Secured Parties, agrees that it shall not at any time execute or deliver any amendment or other modification to Section 8.17, delivery of all certificates (in the case of Equity Interests that are securities (as defined in the NY UCC)) evidencing the issued and outstanding capital securities owned by each Obligor that are required to be pledged under the Security Agreement, which certificates in each case shall be accompanied by undated instruments of transfer duly executed in blank or, in the case of Equity Interests that are uncertificated securities (as defined in the NY UCC), confirmation and evidence reasonably satisfactory to the Administrative Agent that the security interest required to be pledged therein under the Security Agreement has been transferred to and perfected by the Administrative Agent in accordance with Articles 8 and 9 any of the NY UCC and all laws otherwise applicable to First Priority Documents in violation of this Agreement. (c) In the perfection event the First Priority Representative enters into any amendment, waiver, consent or release in respect of any of the pledge of such Equity Interests; (ii) financing statements naming each Obligor as a debtor and the Administrative Agent as the secured party (First Priority Security Documents for the benefit purpose of all Secured Parties) adding to, or other similar instruments deleting from, or documentswaiving or consenting to any departures from any provisions of, any First Priority Security Document or changing in any manner the rights of any parties thereunder, in each case suitable for filingsolely with respect to any Common Collateral, then such amendment, waiver, consent or release shall apply automatically to be filed under the Uniform Commercial Code (or equivalent law) of all jurisdictions as may be necessary to perfect the Liens any comparable provision of the Administrative AgentComparable Second Priority Security Document without the consent of or action by any Second Priority Secured Party (with all such amendments, for waivers, modifications and releases subject to the benefit terms hereof); provided that (other than with respect to amendments, modifications or waivers that secure additional extensions of credit and add additional secured creditors and do not violate the express provisions of the LendersSecond Priority Agreements), pursuant (i) no such amendment, waiver, consent or release shall have the effect of removing assets subject to the Lien of any Second Priority Security Agreement; Document, except to the extent that a release of such Lien is permitted by Section 4.2, (ii) any such amendment, waiver, consent or release that adversely affects the rights of the Second Priority Secured Parties and does not affect the First Priority Secured Parties in a like or similar manner shall not apply to the Second Priority Security Documents without the consent of the Second Priority Representative, (iii) UCC-1 (no such amendment, waiver, consent or equivalent) Lien searches reasonably satisfactory in scope and substance release with respect to any provision applicable to the Administrative Agent covering each Obligor Second Priority Representative under the Second Priority Documents shall be made without the prior written consent of such Second Priority Representative and its properties; (iv) UCC-3 termination statementsnotice of such amendment, waiver, consent or release shall be given to the Second Priority Representative no later than 30 days after its effectiveness, provided that the failure to give such notice shall not affect the effectiveness and validity thereof. (d) The First Priority Obligations and the Second Priority Obligations may be refinanced or replaced (and may be increased in connection therewith), in whole or in part, in each case, without notice to, or equivalentthe consent (except to the extent a consent is otherwise required to permit the refinancing transaction under any First Priority Agreement or any Second Priority Agreement) of any First Priority Secured Party or any Second Priority Secured Party, all without affecting the Lien priorities provided for herein or the other provisions hereof; provided, however, that the holders of any such refinancing or replacement indebtedness (or an authorized agent or trustee on their behalf) bind themselves in writing to the terms of this Agreement pursuant to such documents or agreements (including amendments or supplements to this Agreement) as the First Priority Representative or the Second Priority Representative, as the case may be, shall reasonably request and in form and substance reasonably acceptable to the First Priority Representative or the Second Priority Representative, as the case may be; provided that such documents or agreements shall comply with Section 6(a) and Section 6(b). (e) If at any time in connection with or after the discharge of all First Priority Obligations, the Borrower enters into any replacement First Priority Agreement (which may include an increase in the amount of the First Priority Obligations) secured by all or a portion of the First Priority Collateral on a first-priority basis, then such prior discharge of First Priority Obligations shall automatically be deemed not to have occurred for the purposes of this Agreement, and the obligations under such replacement First Priority Agreement shall automatically be treated as First Priority Obligations for all purposes of this Agreement, including for purposes of the Lien priorities and rights in respect of the First Priority Collateral (or such portion thereof) set forth therein. The termination of the Existing First Priority Agreement in connection with any such replacement shall not be deemed to be the First Priority Obligations Payment Date. (f) In connection with any refinancing or replacement contemplated by Section 6(d) or 6(e), this Agreement may be necessary to release all Liens amended at the request and other rights of any Person in any collateral described in the Security Agreement previously granted by any Person; and (v) all Short-Form IP Security Agreements required to be provided under the Security Agreement, each dated as sole expense of the Closing DateBorrower, duly executed and delivered by each Obligor without the consent of the First Priority Representative, the First Priority Secured Parties, or the Second Priority Representative or the Second Priority Secured Parties (a) to add parties (or any authorized agent or trustee therefor) providing any such refinancing or replacement indebtedness, (b) to establish that is required Liens on any First Priority Collateral securing such refinancing or replacement indebtedness shall have the same priority (or junior priority) as the Liens on any First Priority Collateral securing the indebtedness being refinanced or replaced and (c) to do so under establish that Liens on any Second Priority Collateral securing such refinancing or replacement indebtedness shall have the Security Agreementsame priority as the Liens on any Second Priority Collateral securing the indebtedness being refinanced or replaced, all on the terms provided for immediately prior to such refinancing or replacement.

Security Documents. The Administrative (a) Each Vessel Mortgage in favor of the Collateral Agent shall have received executed counterparts of each Security Document, dated as of and delivered on the Closing Date, duly executed the Acquisition Closing Date or the Third Restatement Effective Date, as applicable, for the benefit of the Secured Parties, is effective to create a legal, valid and delivered by each Obligorenforceable Lien on all the applicable Loan Party’s right, together with: title and interest in and to the whole of the Mortgaged Vessel covered thereby and the proceeds thereof, and when the Vessel Mortgages are registered in accordance with (i) subject the laws of the Bahamas, each Vessel Mortgage shall constitute (x) a first priority “statutory mortgage” on the Mortgaged Vessels covered thereby in favor of the Collateral Agent for the benefit of the Secured Parties in accordance with the Merchant Shipping Act, Chapter 268 of the Statute Laws of The Bahamas and (y) a “preferred mortgage” within the meaning of Title 4▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ Code, Section 31301(6)(B) or (ii) the laws of the Republic of the M▇▇▇▇▇▇▇ Islands, each Vessel Mortgage shall constitute (x) a first “preferred mortgage” on the Mortgaged Vessels covered thereby in favor of Collateral Agent for the ratable benefit of the Secured Parties in accordance with the Chapter 3 of the M▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇, ▇▇▇▇, as amended, and (y) a “preferred mortgage” within the meaning of Title 46 of the United States Code, Section 31301(6)(B). (b) The Collateral Agreement, each Subsidiary Guarantor Pledge Agreement and each other Security Document specifically listed in the definition of such term is effective to Section 8.17create in favor of the Collateral Agent (for the benefit of the Secured Parties) a legal, delivery of all certificates (valid and enforceable security interest in the Collateral described therein. In the case of Equity Interests that any Pledged Collateral, when certificates or instruments, as applicable, representing such Pledged Collateral are securities delivered to the Collateral Agent (as defined in the NY UCC)) evidencing the issued and outstanding capital securities owned by each Obligor that are required to be pledged under the Security Agreement, which certificates in each case shall be accompanied by undated together with stock powers or other instruments of transfer duly executed in blank orblank), and, in the case of Equity Interests that the other Collateral described in such Security Documents (other than registered copyright and copyright applications), when Uniform Commercial Code financing statements, other filings or instruments, notices and consents required under the laws of any applicable jurisdiction and described in Schedule 3.17 (as amended from time to time) are uncertificated securities filed, delivered or otherwise registered or recorded in the proper offices specified in Schedule 3.17, registries or government agencies (and, specifically (i) in the case of Collateral consisting of rights under insurances, when the applicable underwriters shall have provided consent to the security interests therein created under the Security Documents, and (ii) in the case of Collateral consisting of rights under any management agreement or charter, when the applicable parties thereto (other than any Loan Parties) have provided consent to the Liens thereon created under the applicable Security Documents), the Collateral Agent (for the benefit of the Secured Parties) shall have a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral and the proceeds thereof, as security for the Obligations to the extent security interests in such Collateral can be perfected by delivery of such certificates or notes, as applicable, representing the Pledged Collateral, or the filing of the Uniform Commercial Code financing statements and other filings and instruments required under the laws of the applicable jurisdiction, in each case prior and superior in right to any other person (except, in the case of Collateral other than Pledged Collateral, Permitted Liens and Liens having priority by operation of law). (c) When the Collateral Agreement or a short form thereof is filed in the United States Patent and Trademark Office and the United States Copyright Office, the Liens created by the Collateral Agreement shall constitute fully perfected Liens on, and security interests in, all right, title and interest of the grantors thereunder in Patents (as defined in the NY UCC)Collateral Agreement) registered or applied for with the United States Patent and Trademark Office or Copyrights (as defined in such Collateral Agreement) registered or applied for with the United States Copyright Office, confirmation and evidence reasonably satisfactory to the Administrative Agent that the security interest required to be pledged therein under the Security Agreement has been transferred to and perfected by the Administrative Agent in accordance with Articles 8 and 9 of the NY UCC and all laws otherwise applicable to the perfection of the pledge of such Equity Interests; (ii) financing statements naming each Obligor as a debtor and the Administrative Agent as the secured party (for the benefit of all Secured Parties) or other similar instruments or documentscase may be, in each case suitable for filing, subject to be filed under the Uniform Commercial Code (or equivalent law) of all jurisdictions as may be necessary to perfect the no Liens of the Administrative Agent, for the benefit of the Lenders, pursuant to the Security Agreement; (iii) UCC-1 (or equivalent) Lien searches reasonably satisfactory in scope and substance to the Administrative Agent covering each Obligor and its properties; (iv) UCC-3 termination statements, or equivalent, as may be necessary to release all Liens and other rights of any Person in any collateral described in the Security Agreement previously granted by any Person; and (v) all Short-Form IP Security Agreements required to be provided under the Security Agreement, each dated as of the Closing Date, duly executed and delivered by each Obligor that is required to do so under the Security Agreementthan Permitted Liens.

Security Documents. (a) The Administrative Agent shall have received executed counterparts provisions of each of the Security Document, dated as of Closing Date, duly Documents other than the Mortgages (whether executed and delivered by each Obligor, together with: (iprior to or on the Closing Date or thereafter) subject are and will be effective to Section 8.17, delivery of all certificates (create in the case of Equity Interests that are securities (as defined in the NY UCC)) evidencing the issued and outstanding capital securities owned by each Obligor that are required to be pledged under the Security Agreement, which certificates in each case shall be accompanied by undated instruments of transfer duly executed in blank or, in the case of Equity Interests that are uncertificated securities (as defined in the NY UCC), confirmation and evidence reasonably satisfactory to the Administrative Agent that the security interest required to be pledged therein under the Security Agreement has been transferred to and perfected by the Administrative Agent in accordance with Articles 8 and 9 of the NY UCC and all laws otherwise applicable to the perfection of the pledge of such Equity Interests; (ii) financing statements naming each Obligor as a debtor and the Administrative Agent as the secured party (for the benefit of all Secured Parties) or other similar instruments or documents, in each case suitable for filing, to be filed under the Uniform Commercial Code (or equivalent law) of all jurisdictions as may be necessary to perfect the Liens favor of the Administrative Agent, for its benefit and the benefit of the Lenders, pursuant a valid and enforceable security interest in and Lien upon all right, title and interest of each Credit Party that is a party thereto in and to the Security Agreement; Collateral purported to be pledged by it thereunder and described therein, and upon (i) the initial extension of credit hereunder, (ii) the filing of appropriately completed Uniform Commercial Code financing statements and continuations thereof in the jurisdictions specified therein, (iii) UCC-1 the filing of appropriately completed short-form assignments in the U.S. Patent and Trademark Office and the U.S. Copyright Office, as applicable, and (or equivalentiv) Lien searches reasonably satisfactory in scope and substance to the possession by the Administrative Agent covering each Obligor of any certificates evidencing the securities pledged thereby, duly endorsed or accompanies by duly executed stock powers, such security interest and its properties;Lien shall constitute a fully perfected and first priority security interest in and Lien upon such right, title and interest of the applicable Credit Party in and to such Collateral, to the extent that such security interest and Lien can be perfected by such filings, actions and possession subject only to Permitted Liens. (ivb) UCC-3 termination statementsThe provisions of each Mortgage (whether executed and delivered prior to or on the Closing Date or thereafter) are and will be effective to create in favor of the Administrative Agent, or equivalentfor its benefit and the benefit of the Lenders, as may be necessary a valid and enforceable security interest in and Lien upon all right, title and interest of each Credit Party that is a party thereto in and to release all Liens the mortgaged premises described therein, and other upon (i) the initial extension of credit hereunder and (ii) the filing of the Mortgage in the applicable real property recording office, such security interest and Lien shall constitute a fully perfected and first priority security interest in and Lien upon such right, title and interest of such Credit Party in and to such mortgaged premises, in each case prior and superior to the rights of any other Person in any collateral described in the Security Agreement previously granted by any Person; and (v) all Short-Form IP Security Agreements required and subject only to be provided under the Security Agreement, each dated as of the Closing Date, duly executed and delivered by each Obligor that is required to do so under the Security AgreementPermitted Liens.

Security Documents. (a) The Administrative Agent shall have received executed counterparts Pledge Agreement creates in favor of each Security Documentthe Collateral Agent, dated as for the ratable benefit of Closing Datethe Secured Parties, duly executed a legal, valid and delivered by each Obligor, together with: (i) subject to Section 8.17, delivery of all certificates (enforceable security interest in the case of Equity Interests that are securities Collateral (as defined in the NY UCC)Pledge Agreement) evidencing and proceeds thereof and constitutes a fully perfected first priority Lien on, and security interest in, all right, title and interest of the issued Loan Parties party thereto, as applicable, in such Collateral and outstanding capital securities owned by each Obligor that are required to be pledged under the Security Agreementproceeds thereof, which certificates in each case shall be accompanied by undated instruments prior and superior in right to any other Person. (b) The Security Agreement creates in favor of transfer duly executed in blank orthe Collateral Agent, for the ratable benefit of the Secured Parties, a legal, valid and enforceable security interest in the case of Equity Interests that are uncertificated securities Collateral (as defined in the NY UCCSecurity Agreement) and proceeds thereof, and assuming that financing statements in appropriate form have been filed in the offices specified on Schedule 4.19(b), confirmation and evidence reasonably satisfactory to the Administrative Agent that the security interest required to be pledged therein Lien created under the Security Agreement has been transferred to constitutes a fully perfected Lien on, and perfected by the Administrative Agent in accordance with Articles 8 security interest in, all right, title and 9 interest of the NY UCC Loan Parties in such Collateral and all laws otherwise applicable to the proceeds thereof (except insofar as the perfection of the pledge of a Lien on, and security interest in, such Equity Interests; Collateral is obtained as described in paragraph (iid) financing statements naming each Obligor as a debtor and the Administrative Agent as the secured party (for the benefit of all Secured Parties) or other similar instruments or documentsbelow), in each case suitable prior and superior in right to any other Person. (c) The Mortgages create in favor of the Collateral Agent, for filingthe ratable benefit of the Secured Parties, a legal, valid and enforceable Lien on all of the Borrower's right, title and interest in and to be the Mortgaged Properties thereunder and the proceeds thereof, and when the Mortgages are filed in the offices specified on Schedule 4.19(c), the Mortgages will constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Borrower in such Mortgaged Properties and the proceeds thereof, in each case prior and superior in right to any other Person. (d) The Trademark Security Agreement creates in favor of the Collateral Agent, for the ratable benefit of the Secured Parties, a legal, valid and enforceable security interest in the Collateral (as defined in the Trademark Security Agreement) and the proceeds thereof, and assuming the recordation of such Trademark Security Agreement with the United States Patent and Trademark Office and the United States Copyright Office, together with financing statements in appropriate form filed in the offices specified on Schedule 4.19(d), the Liens created under the Uniform Commercial Code Trademark Security Agreement constitute a fully perfected Lien on, and security interest in, all right title and interest of the Loan Parties in the Collateral and the proceeds thereof in which a security interest may be perfected by filing in the United States and its territories and possessions, in each case prior and superior in right to any other Person (or equivalent law) of all jurisdictions as it being understood that subsequent recordings in the United States Patent and Trademark Office and the United States Copyright Office may be necessary to perfect a Lien on registered trademarks, trademark applications and copyrights acquired by the Liens Loan Parties after the date hereof). (e) The SNC Security Agreement creates in favor of the Administrative Collateral Agent, for the ratable benefit of the LendersSecured Parties, pursuant to a legal, valid and enforceable security interest in the Collateral (as defined in the SNC Security Agreement; (iii) UCC-1 (or equivalent) Lien searches reasonably satisfactory and proceeds thereof, and assuming that financing statements in scope and substance to the Administrative Agent covering each Obligor and its properties; (iv) UCC-3 termination statements, or equivalent, as may be necessary to release all Liens and other rights of any Person in any collateral described appropriate form have been filed in the offices specified on Schedule 4.19(e), the Lien created under the SNC Security Agreement previously granted by constitutes a fully perfected Lien on, and security interest in, all right, title and interest of SNC in such Collateral, in each case prior and superior in right to any other Person; and (v) all Short-Form IP Security Agreements required to be provided under the Security Agreement, each dated as of the Closing Date, duly executed and delivered by each Obligor that is required to do so under the Security Agreement.

Security Documents. (a) The Administrative Agent shall have received executed counterparts provisions of each of the Security Document, dated as of Closing Date, duly Documents other than the Mortgages (whether executed and delivered by each Obligor, together with: (iprior to or on the Closing Date or thereafter) subject are and will be effective to Section 8.17, delivery of all certificates (create in the case of Equity Interests that are securities (as defined in the NY UCC)) evidencing the issued and outstanding capital securities owned by each Obligor that are required to be pledged under the Security Agreement, which certificates in each case shall be accompanied by undated instruments of transfer duly executed in blank or, in the case of Equity Interests that are uncertificated securities (as defined in the NY UCC), confirmation and evidence reasonably satisfactory to the Administrative Agent that the security interest required to be pledged therein under the Security Agreement has been transferred to and perfected by the Administrative Agent in accordance with Articles 8 and 9 of the NY UCC and all laws otherwise applicable to the perfection of the pledge of such Equity Interests; (ii) financing statements naming each Obligor as a debtor and the Administrative Agent as the secured party (for the benefit of all Secured Parties) or other similar instruments or documents, in each case suitable for filing, to be filed under the Uniform Commercial Code (or equivalent law) of all jurisdictions as may be necessary to perfect the Liens favor of the Administrative Agent, for its benefit and the benefit of the Lenders, pursuant a valid and enforceable security interest in and Lien upon all right, title and interest of each of the Credit Parties that is a party thereto in and to the Security Agreement; Collateral purported to be pledged by it thereunder and described therein, and upon (i) the initial extension of credit hereunder, (ii) the filing of appropriately completed Uniform Commercial Code financing statements and continuations thereof in the jurisdictions specified therein, (iii) UCC-1 the filing of appropriately completed short-form assignments in the U.S. Patent and Trademark Office and the U.S. Copyright Office, and (or equivalentiv) Lien searches reasonably satisfactory in scope and substance to the possession by the Administrative Agent covering each Obligor of any certificates evidencing the securities pledged thereby, duly endorsed or accompanied by duly executed stock powers, such security interest and its properties;Lien shall constitute a fully perfected and first priority security interest in and Lien upon such right, title and interest of the applicable Credit Party in and to such Collateral, to the extent that such security interest and Lien can be perfected by such filings, actions and possession, subject only to Permitted Liens. (ivb) UCC-3 termination statementsThe provisions of each Mortgage (whether executed and delivered prior to or on the Closing Date or thereafter) are and will be effective to create in favor of the Administrative Agent, or equivalentfor its benefit and the benefit of the Lenders, as may be necessary a valid and enforceable security interest in and Lien upon all right, title and interest of each Credit Party that is a party thereto in and to release all Liens the mortgaged premises described therein, and other upon (i) the initial extension of credit hereunder and (ii) the filing of such Mortgage in the applicable real property recording office, such security interest and Lien shall constitute a fully perfected and first priority security interest in and Lien upon such right, title and interest of such Credit Party in and to such mortgaged premises, in each case prior and superior to the rights of any other Person in any collateral described in the Security Agreement previously granted by any Person; and (v) all Short-Form IP Security Agreements required and subject only to be provided under the Security Agreement, each dated as of the Closing Date, duly executed and delivered by each Obligor that is required to do so under the Security AgreementPermitted Liens.

Security Documents. The Administrative Agent shall have received executed counterparts of each (a) Each Security DocumentDocument will, dated as of Closing Dateupon execution and delivery thereof, duly executed and delivered by each Obligor, together with: (i) subject be effective to Section 8.17, delivery of all certificates (create in the case of Equity Interests that are securities (as defined in the NY UCC)) evidencing the issued and outstanding capital securities owned by each Obligor that are required to be pledged under the Security Agreement, which certificates in each case shall be accompanied by undated instruments of transfer duly executed in blank or, in the case of Equity Interests that are uncertificated securities (as defined in the NY UCC), confirmation and evidence reasonably satisfactory to the Administrative Agent that the security interest required to be pledged therein under the Security Agreement has been transferred to and perfected by the Administrative Agent in accordance with Articles 8 and 9 favor of the NY UCC and all laws otherwise applicable to the perfection of the pledge of such Equity Interests; (ii) financing statements naming each Obligor as a debtor and the Administrative Collateral Agent as the secured party (for the benefit of all Secured Parties) or other similar instruments or documents, in each case suitable for filing, to be filed under the Uniform Commercial Code (or equivalent law) of all jurisdictions as may be necessary to perfect the Liens of the Administrative Agent, for the benefit of the LendersSecured Parties, pursuant legal, valid and enforceable Liens on, and security interests in, the collateral described therein to the extent intended to be created thereby, and (1) when financing statements and other filings in appropriate form are filed in each applicable filing office for each applicable jurisdiction and (2) 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 be given to the Collateral Agent to the extent possession or control by the Collateral Agent is required by the Security Agreement;), the Liens created by the Security Documents (other than the Mortgages) shall constitute fully perfected first-priority 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 the taking of possession or control, in each case subject to no Liens other than Permitted Liens. (iiib) UCC-1 (or equivalent) Lien searches reasonably satisfactory Upon recording thereof in scope the appropriate recording office, each Mortgage is effective to create, in favor of the Collateral Agent, for its benefit and substance the benefit of the Secured Parties, legal, valid and enforceable perfected Liens on, and security interest in, all of the Credit Parties’ right, title and interest in and to the Administrative Agent covering each Obligor Mortgaged Properties and its properties; (iv) UCC-3 termination statementsthe proceeds thereof, or equivalentsubject only to Permitted Liens, as may be necessary to release all Liens and other rights of any Person in any collateral described when the Mortgages are filed in the Security Agreement previously granted by any Person; and (v) appropriate recording office, the Mortgages shall constitute fully perfected Liens on, and security interests in, all Short-Form IP Security Agreements required to be provided under the Security Agreementright, each dated as title and interest of the Closing DateCredit Parties in the Mortgaged Properties and the proceeds thereof, duly executed in each case prior and delivered by each Obligor that is required superior in right to do so under the Security Agreementany other Person, other than Permitted Liens.

Security Documents. The Administrative Agent (I) On the Initial Borrowing Date, each Credit Party shall have received executed counterparts of each Security Documentduly authorized, dated as of Closing Date, duly executed and delivered a Pledge Agreement in the form of Exhibit H (as modified, amended or supplemented from time to time in accordance with the terms thereof and hereof, the "Pledge Agreement") and shall have delivered to the Collateral Agent, as pledgee thereunder, all of the certificates representing the Pledged Securities referred to therein, endorsed in blank or accompanied by executed and undated stock powers, and the Pledge Agreement shall be in full force and effect. (II) On the Initial Borrowing Date, each ObligorCredit Party shall have each duly authorized, executed and delivered a Security Agreement substantially in the form of Exhibit I (as modified, supplemented or amended from time to time, the "Security Agreement") covering all of such Credit Party's present and future Security Agreement Collateral, in each case together with: (i) subject to Section 8.17, delivery executed copies of all certificates Financing Statements (Form UCC-1) in the case of Equity Interests that are securities (as defined in the NY UCC)) evidencing the issued and outstanding capital securities owned by each Obligor that are required to be pledged appropriate form for filing under the Security Agreement, which certificates in UCC of each case shall be accompanied by undated instruments of transfer duly executed in blank or, in the case of Equity Interests that are uncertificated securities (as defined in the NY UCC), confirmation and evidence reasonably satisfactory to the Administrative Agent that the security interest required to be pledged therein under the Security Agreement has been transferred to and perfected by the Administrative Agent in accordance with Articles 8 and 9 of the NY UCC and all laws otherwise applicable to the perfection of the pledge of such Equity Interests; (ii) financing statements naming each Obligor as a debtor and the Administrative Agent as the secured party (for the benefit of all Secured Parties) or other similar instruments or documents, in each case suitable for filing, to be filed under the Uniform Commercial Code (or equivalent law) of all jurisdictions jurisdiction as may be necessary to perfect the Liens of the Administrative Agent, for the benefit of the Lenders, pursuant security interests purported to be created by the Security Agreement; (iiiii) UCC-1 certified copies of Requests for Information or Copies (Form UCC-11), or equivalentequivalent reports, each of recent date listing all effective financing statements that name any Credit Party as debtor and that are filed in the jurisdictions referred to in clause (i), together with copies of such financing statements (none of which shall cover the Collateral except (x) Lien searches reasonably satisfactory in scope and substance those with respect to which appropriate termin- ation statements executed by the secured lender thereunder have been filed or delivered to the Administrative Agent covering each Obligor and its properties(y) to the extent evidencing Permitted Liens); (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) UCC-3 termination statementsevidence that all other actions necessary or, in the reasonable 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 the Security Agreement shall be in full force and effect. (III) On the Initial Borrowing Date, the Collateral Agent shall have received: (i) fully executed counterpart of deed of trust, mortgage or equivalentsimilar document in form and substance satisfactory to the Collateral Agent (as amended, modified or supplemented from time to time in accordance with the terms thereof and hereof, a "Mortgage") with respect to the Mortgaged Property and arrangements satisfactory to the Collateral Agent shall be in place to provide that counterparts of the Mortgage shall be recorded on the Initial Borrowing Date in all places to the extent necessary or desirable, in the judgment of the Collateral Agent, effectively to create a valid and enforceable first priority mortgage Lien, subject only to Permitted Encumbrances, on such Mortgaged Property in favor of the Collateral Agent (or such other trustee as may be necessary required or desired under local law) for the benefit of the Administrative Agent and the Lenders; (ii) a mortgagee title insurance policy (or binding commitment to release issue such title insurance policy) issued by title insurers reasonably satisfactory to the Collateral Agent (the "Mortgage Policy") in amounts reasonably satisfactory to the Collateral Agent and assuring the Collateral Agent that the Mortgage is a valid and enforceable first priority mortgage Lien on the Mortgaged Property, free and clear of all Liens defects and other rights of any Person encumbrances except Permitted Encumbrances, and the Mortgage Policy shall be in any collateral described form and substance reasonably satisfactory to the Collateral Agent and (A) shall include (to the extent available in the Security Agreement previously granted respective jurisdiction of the Mortgaged Property) an endorsement for future advances under this Agreement, the Notes and the Mortgage, and for such other matters that the Collateral Agent in its discretion may reasonably request, (B) shall not include an exception for mechanics' liens, and (C) shall provide for affirmative insurance and such reinsurance (includ- ing direct access agreements) as the Collateral Agent in its discretion may reasonably request; (iii) such estoppel letters, landlord waiver letters, non-disturbance letters and similar assurances as may have been requested by any Personthe Collateral Agent, which letters shall be in form and substance satisfactory to the Collateral Agent; and (viv) all Short-Form IP Security Agreements required a survey in form and substance satisfactory to be provided under the Security Agreement, each dated as Collateral Agent of the Closing DateMortgaged Property, duly executed dated a recent date and delivered certified in a manner acceptable to the Collateral Agent by each Obligor that is required a licensed professional surveyor satisfactory to do so under the Security AgreementAdministrative Agent.

Security Documents. The Administrative Agent shall have received executed counterparts Subject, with respect to the Debtor Loan Parties, to the entry of each Security Documentthe Interim Financing Order (or the Final Financing Order, dated as of Closing Datewhen applicable), duly executed and delivered by each Obligor, together with: (i) subject to Section 8.176.17, delivery each of all certificates (in the case of Equity Interests that are securities (as defined in the NY UCC)) evidencing the issued and outstanding capital securities owned by each Obligor that are required to be pledged under the Security Agreement, which certificates in each case shall be accompanied by undated instruments of transfer duly executed in blank or, in the case of Equity Interests that are uncertificated securities Documents creates (as defined in the NY UCC), confirmation and evidence reasonably satisfactory to the Administrative Agent that the security interest required to be pledged therein under the Security Agreement has been transferred to and perfected by the Administrative Agent until terminated in accordance with Articles 8 the terms thereof and 9 of hereof), as security for the NY UCC Obligations purported to be secured thereby, a valid and all laws otherwise applicable enforceable perfected (with respect to any Non-Debtor Loan Party, to the extent perfection of the pledge of such Equity Interests; (ii) financing statements naming each Obligor as a debtor and the Administrative Agent as the secured party (for the benefit of all Secured Parties) or other similar instruments or documents, in each case suitable for filing, to can be filed under the obtained by filing Uniform Commercial Code financing statements) security interest in and Lien on all of the Collateral subject thereto from time to time (or equivalent law) except for a perfection of all jurisdictions a Lien on any Foreign IP Rights to the extent the cost of obtaining such perfection exceeds the practical benefit to the Lenders afforded thereby (as may be necessary to perfect reasonably determined by the Liens Required Lenders)), in favor of the Administrative Agent, for the benefit of the Secured Parties, referred to in the Security Documents, superior to and prior to the rights of all third Persons (other than holders of Permitted Prior Liens or as otherwise expressly provided in the Financing Orders) and subject to no other Liens (other than Liens permitted by Section 7.01 which would not have priority over the Liens securing the Obligations); provided that all filings and recordations required hereby and by the Security Documents are properly filed and recorded. No filings or recordings are required in order to perfect the security interests created under any Security Document except (x) for filings or recordings required in connection with any such Security Document which shall have been made, or for which satisfactory arrangements have been made, upon or prior to the execution and delivery thereof (other than with respect to any filings or recordings required to perfect the security interests in Foreign IP Rights to the extent the cost of obtaining such perfection exceeds the practical benefit to the Lenders afforded thereby (as reasonably determined by the Required Lenders) or in patents, trademarks, copyrights or other intellectual property acquired after the Closing Date), (y) as otherwise contemplated by Section 6.13, 6.14 or 6.17 or (z) to the extent not required to be made pursuant to the applicable Security Agreement; (iii) UCC-1 (Document. All recording, stamp, intangible or equivalent) Lien searches other similar Taxes required to be paid by any Person under applicable legal requirements or other laws applicable to the property encumbered by the Security Documents in connection with the execution, delivery, recordation, filing, registration, perfection or enforcement thereof have been paid or arrangements reasonably satisfactory in scope and substance to the Administrative Agent covering each Obligor have been made for such payment. The representations and its properties; (iv) UCC-3 termination statements, warranties set forth herein as they relate to pledges of or equivalent, as may be necessary to release all the grant of Liens and other rights on any Equity Interests in or assets of any Person in any collateral described in Foreign Subsidiaries to secure the Security Agreement previously granted by any Person; and (v) all Short-Form IP Security Agreements required Obligations are subject to be provided under the Security Agreementeffect of foreign Laws, each dated as of the Closing Date, duly executed rules and delivered by each Obligor that is required to do so under the Security Agreementregulations.

Security Documents. The Administrative Agent shall have received executed counterparts Guarantee and Collateral Agreement, upon execution and delivery thereof by the parties thereto, will create in favor of each Security Documentthe Collateral Agent, dated as for the ratable benefit of Closing Datethe Secured Parties, duly executed a legal, valid and delivered by each Obligorenforceable security interest in all right, together with: (i) subject to Section 8.17, delivery title and interest of all certificates (the Loan Parties in the case of Equity Interests that are securities (as defined in Collateral and the NY UCC)) evidencing proceeds thereof, to the issued and outstanding capital securities owned by each Obligor that are required to extent a security interest therein can be pledged created under the Security New York UCC, and (ax) when the Pledged Collateral is delivered to the Collateral Agent (to the extent required by the Guarantee and Collateral Agreement, which certificates in each case shall be accompanied by undated instruments of transfer duly executed in blank or, in the case of Equity Interests that are uncertificated securities (as defined in the NY UCC), confirmation the Lien created under the Guarantee and evidence reasonably satisfactory Collateral Agreement shall, to the Administrative Agent that the security interest required to extent such Lien can be pledged therein under the Security Agreement has been transferred to and perfected by the Administrative Agent in accordance with Articles 8 and 9 of the NY UCC and all laws otherwise applicable to the perfection of the pledge of such Equity Interests; (ii) financing statements naming each Obligor as a debtor and the Administrative Agent as the secured party (for the benefit of all Secured Parties) or other similar instruments or documents, in each case suitable for filing, to be filed under the Uniform Commercial Code in effect in the jurisdiction of the applicable Loan Party, constitute a fully perfected first priority Lien on, and security interest in, all right, title and interest of the Loan Parties in such Pledged Collateral, in each case, subject to the Intercreditor Agreement, prior and superior in right to any other Person, (bsubject to Permitted Liens, (y) when Account Control Agreements are entered into with respect to any deposit account constituting Collateral, the Lien created under the Guarantee and Collateral Agreement shall constitute a fully perfected first priority Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral, in each case, subject to the Intercreditor Agreement, prior and superior in right to any other Person, subject to Permitted Liens, and (cz) except to the extent a security interest in the Collateral cannot be perfected by the filing of a financing statement under the Uniform Commercial Code in effect in the jurisdiction of formation of the applicable Loan Party, when financing statements in appropriate form are filed in the offices specified on Schedule 3.19, the Lien created under the Guarantee and Collateral Agreement will constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in all Collateral, in each case, subject to the Intercreditor Agreement, prior and superior in right to any other Person, other than with respect to Liens expressly permitted by Section 6.02; provided that, notwithstanding any Liens permitted by Section 6.02, there are no such prior or superior Liens on any Management Fees (or equivalent law) of all jurisdictions as may be necessary the right to perfect the receive Management Fees), Equity Interests or, except for Liens of the Administrative Agentpermitted by Section 6.02(a), for the benefit of the LendersIntellectual Property, pursuant in each case to the Security Agreement; (iii) UCC-1 (or equivalent) Lien searches reasonably satisfactory in scope and substance to the Administrative Agent covering each Obligor and its properties; (iv) UCC-3 termination statements, or equivalent, as may be necessary to release all Liens and other rights of any Person in any collateral described in the Security Agreement previously granted by any Person; and (v) all Short-Form IP Security Agreements required to be provided under the Security Agreement, each dated as of the Closing Date, duly executed and delivered by each Obligor that is required to do so under the Security Agreementextent constituting Collateral).

Security Documents. The Administrative Agent shall have received executed counterparts Except as otherwise contemplated hereby or under any other Loan Documents, the provisions of each Security Document, dated as the Collateral Documents are effective to create in favor of Closing Date, duly executed and delivered by each Obligor, together with: (i) subject to Section 8.17, delivery of all certificates (in the case of Equity Interests that are securities (as defined in the NY UCC)) evidencing the issued and outstanding capital securities owned by each Obligor that are required to be pledged under the Security Agreement, which certificates in each case shall be accompanied by undated instruments of transfer duly executed in blank or, in the case of Equity Interests that are uncertificated securities (as defined in the NY UCC), confirmation and evidence reasonably satisfactory to the Administrative Agent that the security interest required to be pledged therein under the Security Agreement has been transferred to and perfected by the Administrative Agent in accordance with Articles 8 and 9 of the NY UCC and all laws otherwise applicable to the perfection of the pledge of such Equity Interests; (ii) financing statements naming each Obligor as a debtor and the Administrative Agent as the secured party (for the benefit of all Secured Parties) or other similar instruments or documents, in each case suitable for filing, to be filed under the Uniform Commercial Code (or equivalent law) of all jurisdictions as may be necessary to perfect the Liens of the Administrative Agent, for the benefit of the LendersSecured Parties legal, pursuant valid and enforceable Liens on, and security interests in, the Collateral and, (i) when all appropriate filings or recordings are made in the appropriate offices as may be required under applicable Laws (which filings or recordings shall be made to the Security Agreement; extent required by any Collateral Document) and (iiiii) UCC-1 upon the taking of possession or control by the Administrative Agent of such Collateral with respect to which a security interest may be perfected only by possession or control (which possession or equivalent) Lien searches reasonably satisfactory in scope and substance control shall be given to the Administrative Agent covering to the extent required by any Collateral Document), such Collateral Document will constitute fully perfected Liens on, and security interests in, all right, title and interest of the Loan Parties in such Collateral, in each Obligor case subject to no Liens other than the applicable Liens permitted under the Loan Documents, a legal, valid, enforceable and its properties; perfected Lien (iv) UCC-3 termination statements, or equivalent, as if and to the extent perfection may be necessary to release all Liens and achieved by the filings and/or other rights of any Person in any collateral described in the Security Agreement previously granted by any Person; and (v) all Short-Form IP Security Agreements actions required to be provided taken hereby or by the applicable Collateral Documents) on all right, title and interest of the respective Loan Parties in the Collateral described therein subject to the Enforcement Qualifications and Liens permitted by Section 7.01. Notwithstanding anything herein (including this Section 5.19) or in any other Loan Document to the contrary, neither the Borrower nor any other Loan Party makes any representation or warranty as to (A) the effects of perfection or non-perfection, the priority or the enforceability of any pledge of or security interest (other than with respect to those pledges and security interests made under the Security Agreement, each dated as Laws of the jurisdiction of formation of the applicable Foreign Subsidiary) in any Equity Interests of any Foreign Subsidiary, or as to the rights and remedies of the Agents or any Lender with respect thereto, in each case under foreign Law, (B) the pledge or creation of any security interest, or the effects of perfection or non-perfection, the priority or the enforceability of any pledge of or security interest to the extent such pledge, security interest, perfection or priority is not required pursuant to the Collateral and Guarantee Requirement or (C) on the Closing DateDate and until required pursuant to Section 6.11, duly executed and delivered by each Obligor that is 6.13 or 4.01(a)(v), the pledge or creation of any security interest, or the effects of perfection or non-perfection, the priority or enforceability of any pledge or security interest to the extent not required on the Closing Date pursuant to do so under the Security AgreementSection 4.01(a)(v).

Security Documents. The Administrative Agent shall have received executed counterparts (a) Each of each the Pledge Agreement and the Security DocumentAgreement, dated as upon execution and delivery thereof by the parties thereto, will create in favor of Closing Datethe Collateral Trustee, duly executed for the ratable benefit of the Secured Parties, a legal, valid and delivered by each Obligor, together with: (i) subject to Section 8.17, delivery of all certificates (enforceable security interest in the case of Equity Interests that are securities Collateral (as defined in the NY UCC)) evidencing the issued and outstanding capital securities owned by each Obligor that are required to be pledged under the Security Agreement, which certificates in each case shall be accompanied by undated instruments of transfer duly executed in blank or, in ) and the case of Equity Interests that are uncertificated securities proceeds thereof and (i) when the Pledged Shares (as defined in the NY UCC), confirmation and evidence reasonably satisfactory Pledge Agreement) is delivered to the Administrative Agent that Collateral Trustee together with undated stock powers or allonges, as the case may be, for each item of Pledged Shares executed in blank by a duly authorized officer of the pledgor thereof, the Lien created under the Pledge Agreement shall constitute a fully perfected first priority Lien on, and security interest required in, all right, title and interest of the Credit Parties in such Pledged Shares to the extent that a security interest in such Pledged Shares may be pledged therein perfected by the delivery of such Pledged Shares to the Collateral Trustee together with undated stock powers or allonges, as the case may be, for each item of Pledged Shares executed in blank by a duly authorized officer of the pledgor thereof, in each case prior and superior in right to any other Person and (ii) when financing statements in appropriate form are filed in the offices specified on Schedule 8.21, the Lien created under the Security Agreement has been transferred to will constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Credit Parties in such Collateral in which a security interest may be perfected by the Administrative Agent in accordance with Articles 8 and 9 filing of the NY UCC and all laws otherwise applicable to the perfection of the pledge of such Equity Interests; (ii) financing statements naming each Obligor as a debtor and under the Administrative Agent as the secured party (for the benefit of all Secured Parties) or other similar instruments or documentsUniform Commercial Code, in each case suitable for filingprior and superior in right to any other Person, other than with respect to be Liens expressly permitted by Section 10.02 and subject to the terms of the Intercreditor Agreement. (b) Upon the recordation of each of the Copyright Security Agreement, Patent Security Agreement and the Trademark Security Agreement with the United States Patent and Trademark Office and the United States Copyright Office, together with the financing statements in appropriate form filed in the offices specified on Schedule 8.21, (i) the Lien created under the Uniform Commercial Code Copyright Security Agreement in the Copyrights (or equivalent lawas defined in the Security Agreement) shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Credit Parties in the Copyrights, (ii) the Lien created under the Patent Security Agreement in the Patents (as defined in the Security Agreement) shall constitute a fully perfected Lien on, and security interest in, all jurisdictions right, title and interest of the Credit Parties in the Patents, and (iii) the Lien created under the Trademark Security Agreement in the Trademarks (as defined in the Security Agreement) shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Credit Parties in the Trademarks, in each case, in which a security interest may be perfected by filing in the United States and its territories and possessions, in each case prior and superior in right to any other Person (it being understood that subsequent recordings in the United States Patent and Trademark Office and the United States Copyright Office may be necessary to perfect a Lien on registered trademarks and patents, trademark and patent applications and registered copyrights acquired by the Liens of the Administrative Agent, for the benefit of the Lenders, pursuant to the Security Agreement; (iii) UCC-1 (or equivalent) Lien searches reasonably satisfactory in scope and substance to the Administrative Agent covering each Obligor and its properties; (iv) UCC-3 termination statements, or equivalent, as may be necessary to release all Liens and other rights of any Person in any collateral described in the Security Agreement previously granted by any Person; and (v) all Short-Form IP Security Agreements required to be provided under the Security Agreement, each dated as of Credit Parties after the Closing Date, duly executed and delivered by each Obligor that is required to do so under the Security Agreement).

Security Documents. The Administrative Agent shall have received executed counterparts Each of each Security Document, dated as of Closing Date, duly executed and delivered by each Obligor, together with: (i) subject to Section 8.17, delivery of all certificates (in the case of Equity Interests that are securities (as defined in the NY UCC)) evidencing the issued and outstanding capital securities owned by each Obligor that are required to be pledged under the Security Agreement, which certificates Documents is effective to create in each case shall be accompanied by undated instruments of transfer duly executed in blank or, in the case of Equity Interests that are uncertificated securities (as defined in the NY UCC), confirmation and evidence reasonably satisfactory to the Administrative Agent that the security interest required to be pledged therein under the Security Agreement has been transferred to and perfected by the Administrative Agent in accordance with Articles 8 and 9 of the NY UCC and all laws otherwise applicable to the perfection of the pledge of such Equity Interests; (ii) financing statements naming each Obligor as a debtor and the Administrative Agent as the secured party (for the benefit of all Secured Parties) or other similar instruments or documents, in each case suitable for filing, to be filed under the Uniform Commercial Code (or equivalent law) of all jurisdictions as may be necessary to perfect the Liens favor of the Administrative Agent, for the benefit of the LendersSecured Parties, a legal, valid and enforceable security interest in the Collateral described therein and proceeds thereof. Upon execution and delivery and (x) upon the filing of financing statements under the UCC and/or the giving of notice of the assignment contained therein in the case of the Assignments of Freights and Hires and the Assignments of Insurances and the recording of the respective Ship Mortgages with the Hong Kong Shipping Register with respect to the vessels registered under the Hong Kong flag, at or about the Closing Date (but in no event later than three (3) Business Days after the Closing Date and (y) upon the filing, (1) for each Mortgaged Vessel Guarantor owning vessels registered under the Hong Kong flag, with the Hong Kong Companies Registry and (2) for each Mortgaged Vessel Guarantor owning vessels that is incorporated in the British Virgin Islands, the Registry of Corporate Affairs of the British Virgin Islands, of the relevant Security Documents within five (5) weeks after the date of the execution and delivery thereof, each of the Security Documents will create in favor of the Administrative Agent for the benefit of the Secured Parties (i) in the case of Security Documents other than the Ship Mortgages, a duly perfected first priority security interest in and liens on the Collateral subject thereto enforceable against each Borrower a party thereto as security for the performance of the obligations secured thereby and the security interests created by each of the Security Documents (other than the Ship Mortgages) do not require any further action to be taken in order to create or perfect such security interests or to permit the Administrative Agent to enforce its rights under each Security Document (other than the Ship Mortgages) creating the same, in each case, to the extent possible to create and perfect such security interest under the laws the State of New York and the District of Columbia, including the Uniform Commercial Code, as in effect on the date hereof, and (ii) in the case of the Ship Mortgages, a valid, binding and duly perfected first priority mortgage lien covering the respective Mortgaged Vessel on which it purports to create such mortgage lien enforceable against each Mortgaged Vessel Guarantor a party thereto as security for the performance of the obligations secured thereby, in each case, pursuant to the Security Agreement; (iii) UCC-1 (or equivalent) Lien searches reasonably satisfactory in scope and substance applicable law pertaining to the Administrative Agent covering each Obligor and its properties; (iv) UCC-3 termination statements, or equivalent, as may be necessary to release all Liens and other rights of any Person in any collateral described in the Security Agreement previously granted by any Person; and (v) all Short-Form IP Security Agreements required to be provided under the Security Agreement, each dated as of the Closing Date, duly executed and delivered by each Obligor that is required to do so under the Security Agreementsuch Ship Mortgages.

Security Documents. The Collateral Agent (or, with respect to (i), the Administrative Agent Agent) shall have received executed counterparts of each Security Document, dated as of Closing Date, duly executed and delivered by each Obligor, together withreceived: (i) subject to Section 8.17, delivery of all certificates (in the case of Equity Interests that are securities (as defined in the NY UCC)) evidencing the issued and outstanding capital securities owned a guarantee executed by each Obligor that are required to be pledged under Credit Party other than the Security AgreementBorrower in favour of the Administrative Agent, which certificates as agent for the Lenders, dated as of the Effective Date and in each case shall be accompanied by undated instruments of transfer duly executed in blank or, in the case of Equity Interests that are uncertificated securities (as defined in the NY UCC), confirmation form and evidence reasonably substance satisfactory to the Administrative Agent that the security interest required to be pledged therein under the Security Agreement has been transferred to and perfected by the Administrative Agent in accordance with Articles 8 and 9 of the NY UCC and all laws otherwise applicable to the perfection of the pledge of such Equity InterestsAgent; (ii) financing statements naming a general security agreement executed by each Obligor Credit Party in favour of the Collateral Agent, as a debtor and the Administrative Agent as the secured party (agent for the benefit of all Secured Parties) or other similar instruments or documents, in each case suitable for filing, to be filed under the Uniform Commercial Code (or equivalent law) of all jurisdictions as may be necessary to perfect the Liens of Lenders and the Administrative Agent, for the benefit dated as of the Lenders, pursuant Effective Date and in form and substance satisfactory to the Security AgreementAdministrative Agent, constituting a first-priority Lien on all property from time to time of each Credit Party, subject only to Permitted Liens; (iii) UCC-1 a hypothec executed by each Credit Party in favour of the Collateral Agent, in its capacity as “fondé de pouvoir” for the Lenders appointed pursuant to Section 8.11 hereof (or equivalent) Lien searches reasonably satisfactory in scope together with a bond issued pursuant to such hypothec and substance to the Administrative Agent covering each Obligor and its properties; (iv) UCC-3 termination statements, or equivalent, as may be necessary to release all Liens and other rights of any Person in any collateral described in the Security Agreement previously granted by any Person; and (v) all Short-Form IP Security Agreements required to be provided under the Security Agreementa pledge agreement pledging such bond), each dated as of the Closing DateEffective Date and in form and substance satisfactory to the Administrative Agent, duly constituting a first-priority hypothecation of all property from time to time of each Credit Party, subject only to Permitted Liens; (iv) mortgages executed and delivered by each Obligor Credit Party in favour of the Collateral Agent, in its capacity as agent for the Lenders and the Administrative Agent appointed pursuant to Section 8.11 hereof, dated as of the Effective Date and in form and substance satisfactory to the Administrative Agent, constituting a first-priority Lien on all real property from time to time of such Credit Party, subject only to Permitted Liens; provided that is required if any of the foregoing documents are not suitable for use in any jurisdiction, the applicable Credit Party shall provide to do so under the Security AgreementCollateral Agent (or the Administrative Agent with respect to (i) above) alternative document(s) with substantially equivalent substantive effect and which are suitable for use in such jurisdiction.

Security Documents. The Administrative Agent (a) Each Loan Party and each Second Priority Representative, on behalf of itself and the Second Priority Secured Parties represented by it, agrees that it shall have received executed counterparts not at any time execute or deliver any amendment or other modification to any of each Security Document, dated as the Second Priority Documents in violation of Closing Date, duly executed and delivered by each Obligor, together with:this Agreement. (ib) subject Each Loan Party and the First Priority Representative, on behalf of itself and the First Priority Secured Parties represented by it, agrees that it shall not at any time execute or deliver any amendment or other modification to Section 8.17, delivery of all certificates (in the case of Equity Interests that are securities (as defined in the NY UCC)) evidencing the issued and outstanding capital securities owned by each Obligor that are required to be pledged under the Security Agreement, which certificates in each case shall be accompanied by undated instruments of transfer duly executed in blank or, in the case of Equity Interests that are uncertificated securities (as defined in the NY UCC), confirmation and evidence reasonably satisfactory to the Administrative Agent that the security interest required to be pledged therein under the Security Agreement has been transferred to and perfected by the Administrative Agent in accordance with Articles 8 and 9 any of the NY UCC and all laws otherwise applicable to the perfection First Priority Documents in violation of the pledge of such Equity Interests;this Agreement. (iic) financing statements naming each Obligor as a debtor and In the Administrative Agent as the secured party (event any First Priority Representative enters into any amendment, waiver or consent in respect of any of its First Priority Collateral Documents for the benefit purpose of all Secured Parties) adding to, or other similar instruments deleting from, or documentswaiving or consenting to any departures from any provisions of, any First Priority Collateral Document or changing in any manner the rights of any parties thereunder, in each case suitable for filingsolely with respect to any Common Collateral, then such amendment, waiver or consent shall apply automatically to be filed under the Uniform Commercial Code (or equivalent law) of all jurisdictions as may be necessary to perfect the Liens any comparable provision of the Administrative AgentComparable Second Priority Collateral Document without the consent of or action by any Second Priority Secured Party (with all such amendments, for waivers and modifications subject to the benefit terms hereof); provided that (i) no such amendment, waiver or consent shall have the effect of releasing assets subject to the Lien of any Second Priority Collateral Document, except to the extent that a release of such Lien is permitted or required by Section 4.2, (ii) any such amendment, waiver or consent that materially and adversely affects the rights of the Lenders, pursuant Second Priority Secured Parties and does not affect the First Priority Secured Parties in a like or similar manner shall not apply to the Security Agreement; Second Priority Collateral Documents without the consent of the Second Priority Representative, (iii) UCC-1 (no such amendment, waiver or equivalent) Lien searches reasonably satisfactory in scope and substance consent with respect to any provision applicable to the Administrative Agent covering each Obligor rights, interests or obligations of the Second Priority Representative under the Second Priority Documents shall be made without the prior written consent of such Second Priority Representative and its properties; (iv) UCC-3 termination statementsnotice of such amendment, waiver or equivalentconsent shall be given to the Second Priority Representative no later than ten Business Days after its effectiveness, as may be necessary provided that the failure to release all Liens give such notice shall not affect the effectiveness and other rights of any Person in any collateral described in the Security Agreement previously granted by any Person; and (v) all Short-Form IP Security Agreements required to be provided under the Security Agreement, each dated as of the Closing Date, duly executed and delivered by each Obligor that is required to do so under the Security Agreementvalidity thereof.

Security Documents. (a) The Administrative Agent shall have received executed counterparts of each Security Document, dated as of Closing Date, duly executed and delivered by each Obligor, together with: (i) subject Pledge Agreement is effective to Section 8.17, delivery of all certificates (create in the case of Equity Interests that are securities (as defined in the NY UCC)) evidencing the issued and outstanding capital securities owned by each Obligor that are required to be pledged under the Security Agreement, which certificates in each case shall be accompanied by undated instruments of transfer duly executed in blank or, in the case of Equity Interests that are uncertificated securities (as defined in the NY UCC), confirmation and evidence reasonably satisfactory to the Administrative Agent that the security interest required to be pledged therein under the Security Agreement has been transferred to and perfected by the Administrative Agent in accordance with Articles 8 and 9 of the NY UCC and all laws otherwise applicable to the perfection of the pledge of such Equity Interests; (ii) financing statements naming each Obligor as a debtor and the Administrative Agent as the secured party (for the benefit of all Secured Parties) or other similar instruments or documents, in each case suitable for filing, to be filed under the Uniform Commercial Code (or equivalent law) of all jurisdictions as may be necessary to perfect the Liens favor of the Administrative Agent, for the benefit of the Lenders, a legal, valid and enforceable security interest in the Collateral described therein and the proceeds thereof. In the case of the Pledged Stock described in the Security and Pledge Agreement, when stock certificates representing such Pledged Stock are delivered to the Administrative Agent, and in the case of the other Collateral described in the Security and Pledge Agreement (other than unregistered copyrights and the proceeds thereof), when financing statements in appropriate form, and forms required by the U.S. Patent and Trademark Office and the U.S. Copyright Office, are filed in the offices specified on Schedule 3.19(a), the Liens granted pursuant to the Security and Pledge Agreement shall constitute a fully perfected Lien (except with respect to such other Collateral, such Lien shall be perfected only to the extent perfection is required by the Security and Pledge Agreement;) on, and security interest in, all right, title and interest of the Loan Parties in such Collateral and the proceeds thereof under U.S. law, as security for the Obligations (as defined in the Security and Pledge Agreement), in each case prior and superior in right to any other Person except to the extent contemplated by Section 6.3(a)-(g), (i), (j) and (k)-(n). (iiib) UCC-1 Each of the Mortgages is effective to create in favor of the Administrative Agent, for the benefit of the Lenders, a legal, valid and enforceable Lien on the Mortgaged Properties described therein and proceeds thereof, and with respect to the Mortgages dated the date hereof, when the Mortgages are filed in the offices specified on Schedule 3.19(b), each such Mortgage shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in the Mortgaged Properties and the proceeds thereof, as security for the Obligations (or equivalentas defined in the relevant Mortgage), in each case prior and superior in right to any other Person except to the extent contemplated by Section 6.3(e) Lien searches reasonably satisfactory and (k). (c) Each of the ▇▇▇▇▇ Pledge Agreement, the Paper Company Pledge Agreement and the Timberlands Pledge Agreement is effective to create in scope favor of the Administrative Agent, for the benefit of the Lenders, a legal, valid and substance enforceable security interest in the Collateral described therein and proceeds thereof. In the case of the Pledged Stock described in such Pledge Agreements which constitutes certificated securities, when stock certificates representing such Pledged Stock are delivered to the Administrative Agent covering each Obligor Agent, and its properties; (iv) UCC-3 termination statementsin the case of the other Collateral described in such Pledge Agreements, or equivalentwhen financing statements in appropriate form are filed in the offices specified on Schedule 3.19(a), such Pledge Agreements shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of ▇▇▇▇▇-▇▇▇▇▇ in such Collateral and the proceeds thereof, as may be necessary security for the Obligations (as defined in such Pledge Agreements), in the case of the ▇▇▇▇▇ Pledge Agreement and the Paper Company Pledge Agreement, prior and superior in right to release all Liens any other Person, and other rights in the case of the Timberlands Pledge Agreement, prior and superior in right to any Person in any collateral described in other than the Security Agreement previously granted by any Person; and (v) all Short-Form IP Security Agreements required to be provided Administrative Agent and the Lenders under the Security Agreement, each dated as of the Closing Date, duly executed and delivered by each Obligor that is required to do so under the Security Timberlands Loan Agreement.

Security Documents. The Each Borrower shall, and shall cause each of its Material Subsidiaries to, execute and deliver to the Administrative Agent shall have received executed counterparts on behalf of each Security Documentthe Lenders to secure the Obligations, dated as of Closing Date, duly executed and delivered by each Obligor, together with: (i) subject to Section 8.17, delivery of all certificates (in the case of Equity Interests that are securities (as defined in the NY UCC)) evidencing the issued and outstanding capital securities owned by each Obligor that are required following documents to be pledged under the Security Agreement, which certificates in each case shall be accompanied by undated instruments of transfer duly executed in blank or, in the case of Equity Interests that are uncertificated securities (as defined in the NY UCC), confirmation form and evidence reasonably substance satisfactory to the Administrative Agent that and the security interest required to be pledged therein under the Security Agreement has been transferred to Credit Facility Lenders: (a) unconditional and perfected by the Administrative Agent unlimited guarantee of Osprey GP, each other Material Subsidiary, Amalco I and Nominee in accordance with Articles 8 and 9 respect of the NY UCC and all laws otherwise applicable to the perfection of the pledge of such Equity InterestsObligations; (iib) financing statements naming each Obligor as general security agreements creating a debtor and the Administrative Agent as the secured party (for the benefit of all Secured Parties) or other similar instruments or documentsfirst priority security interest, subject only to Permitted Liens, in each case suitable for filing, to be filed under the Uniform Commercial Code (or equivalent law) of all jurisdictions as may be necessary to perfect the Liens of the Administrative Agentpersonal property, for assets and undertaking of each Borrower (including Bidco, as and from the benefit Bidco Effective Date), Amalco I, Nominee and each Material Subsidiary (and a deed of the Lenders, pursuant hypothec to the Security Agreementsame effect in respect of Bidco, as and from the Bidco Effective Date); (iiic) UCC-1 (debenture of Osprey LP and each Material Subsidiary creating a first fixed charge, subject only to Permitted Liens, on all of its owned and leasehold real property together with a related debenture delivery or equivalent) Lien searches reasonably satisfactory in scope and substance to the Administrative Agent covering each Obligor and its propertiespledge agreement; (ivd) UCC-3 termination statementsassignment of all property and business interruption insurance policies; (e) specific assignments of certain contracts by Osprey LP and each Material Subsidiary, or equivalentacknowledged by all parties to such contracts; (f) pledges of shares, intercompany indebtedness and all other ownership interests of each Subsidiary of the Borrowers and each Material Subsidiary; (g) subordination and/or inter-creditor agreement in respect of all Permitted Subordinated Debt; (h) pledge of all of the Securities of Osprey LP and Osprey GP, and of the Fund (as may be necessary to release and from the Bidco Effective Date); (i) pledge of all Liens of the Securities of Amalco I and other rights of any Person in any collateral described in the Security Agreement previously granted by any PersonNominee; and (vj) all Short-Form IP Security Agreements required such other security as the Credit Facility Lenders may reasonably require, including revisions to be provided under the Security Agreement, each dated as any of the Closing Dateforegoing security, duly executed and delivered if necessary, to reflect any uncertificated securities held by each Obligor that is required to do so under the Security Agreementapplicable pledgor.

Security Documents. The Administrative Agent (a) In order to secure the due and punctual payment of the Note Obligations, when the same shall have received executed counterparts of each Security Documentbe due and payable, dated as of Closing whether on an Interest Payment Date, duly executed at maturity, by acceleration, repurchase, redemption or otherwise, and delivered interest on the overdue principal of and interest (to the extent permitted by each Obligorlaw) on the Notes and performance of all other Note Obligations, together with: (i) subject to Section 8.17the Issuer has, delivery on the Issue Date, entered into Security Documents granting the Collateral Agent a Lien on (A) substantially all the existing and future tangible and intangible assets and rights of all certificates the Issuer and the Guarantors, if any (other than, in the case of each case, Excluded Assets) and (B) Equity Interests that are securities in all direct Subsidiaries of the Issuer and each Guarantor, if any (as defined in the NY UCC)) evidencing the issued and outstanding capital securities owned by each Obligor that are required to be pledged under the Security Agreementother than, which certificates in each case shall be accompanied by undated instruments of transfer duly executed in blank orcase, in the case of Equity Interests that are uncertificated securities (as defined in the NY UCCExcluded Capital Stock), confirmation and evidence reasonably satisfactory to the Administrative Agent that the security interest required to be pledged therein under the Security Agreement has been transferred to and perfected by the Administrative Agent in accordance with Articles 8 and 9 of the NY UCC and all laws otherwise applicable to the perfection of the pledge of such Equity Interests; (ii) financing statements naming each Obligor the Issuer agrees that it shall take all such action as a debtor and shall be required to ensure that the Administrative Agent as the secured party Note Obligations will (for the benefit of all Secured Parties) or other similar instruments or documentsthan, in each case suitable for filingcase, during any Suspension Period with respect to a series of Notes) be filed under secured by a Lien, subject only to Permitted Liens, on the Uniform Commercial Code Collateral. (b) To the extent, but only to the extent, permitted hereby, the Issuer and the Guarantors may incur Additional First Lien Obligations. Any additional class or equivalent law) series of all jurisdictions as may Additional First Lien Obligations will be necessary to perfect secured by Liens on the Collateral that rank pari passu with the Liens of the Administrative Agentsecuring First Lien Obligations, for the benefit of the Lendersin each case, under and pursuant to the Security Documents, once the Senior Class Debt Representative with respect to any such class or series of Additional First Lien Obligations, acting on behalf of the holders of such series of Additional First Lien Obligations, (1) becomes a party to a First Lien Intercreditor Agreement by satisfying the conditions set forth therein and (2) becomes a party to the Collateral Agency Agreement. (c) If the Issuer or any of the Guarantors incurs Additional First Lien Obligations, the Issuer, the Guarantors (if any), the Collateral Agent, on behalf of itself, the Trustee, on behalf of the Holders of the Notes, the other Senior Class Debt Representatives, acting on behalf of the holders of the applicable series of Additional First Lien Obligations, and the other agents (if any) will enter into a first lien intercreditor agreement, substantially in the form attached hereto as Exhibit F or which otherwise constitutes a first lien intercreditor agreement that is an Applicable Intercreditor Agreement (any such first lien intercreditor agreement, the “First Lien Intercreditor Agreement”). (d) If the Issuer or any of the Guarantors incurs Indebtedness secured by a Lien on the Collateral that is junior in priority relative to the Liens on the Collateral securing the First Lien Obligations, the Issuer, the Guarantors, the Collateral Agent, acting on behalf of itself, the Trustee, acting on behalf of the Holders of the Notes, the other collateral agents (if any) and the applicable Junior Lien Representative, on behalf of itself and the applicable Junior Lien Secured Parties, will enter into a junior lien intercreditor agreement, substantially in the form attached hereto as Exhibit G or which otherwise constitutes a junior lien intercreditor agreement that is an Applicable Intercreditor Agreement (any such junior lien intercreditor agreement, the “Junior Lien Intercreditor Agreement”). (e) The Note Documents (other than any Applicable Intercreditor Agreement) will be subject to the terms, limitations and conditions set forth in each Applicable Intercreditor Agreement. Each Holder of Notes, by its acceptance of a Note, is deemed to (i) have consented and agreed to the terms of each Security Document (including each Applicable Intercreditor Agreement, if any, entered into after the Issue Date in accordance with clauses (c) and (d) of this Section 12.02), as originally in effect and as amended, supplemented or replaced from time to time in accordance with its terms or the terms of this Indenture or, if applicable, each Applicable Intercreditor Agreement, (ii) have authorized and directed the Trustee to enter into (A) the Collateral Agency Agreement on the Issue Date and (B) each Applicable Intercreditor Agreement at any time after the Issue Date in accordance with clauses (c) and (d) of this Section 12.02, (iii) have consented to the appointment of the Collateral Agent pursuant to the Collateral Agency Agreement, (iv) have authorized and directed the Collateral Agent to enter into the Security Documents to which it is, or is intended to be, a party, and (v) have authorized and empowered the Collateral Agent (through the Collateral Agency Agreement and each Applicable Intercreditor Agreement, if any) to bind the Holders of Notes as set forth in the Security Documents to which they are a party and to perform its obligations and exercise its rights and powers thereunder, including entering into amendments permitted by the terms of the Note Documents. To the extent that any provision of the Note Documents is not consistent with or contradicts the Collateral Agency Agreement (or the Applicable Intercreditor Agreements (if any)), the Collateral Agency Agreement and/or the Applicable Intercreditor Agreements (if any) shall govern. (f) Each Holder of Notes, by its acceptance of a Note, is deemed to have: (1) authorized, consented to and directed the Trustee to enter into the Collateral Agency Agreement; (iii2) UCC-1 other than during any Suspension Period, agreed (or equivalentin its capacity as a Holder of Notes) Lien searches reasonably satisfactory that it is subject to and bound by the provisions of the Collateral Agency Agreement and each Applicable Intercreditor Agreement in scope and substance to the Administrative Agent covering each Obligor and its propertieseffect at any time; (iv3) UCC-3 termination statements, or equivalent, as may be necessary to release all Liens authorized the Collateral Agent’s execution and other rights delivery of any Person in any collateral described in the Security Agreement previously granted by Documents to be dated as of the date hereof (in accordance with the Collateral Agency Agreement); (4) consented and agreed that the Collateral Agent may execute and deliver any Personadditional Security Documents (including any Applicable Intercreditor Agreement) not in effect as of the date hereof and act in accordance with the terms thereof; (5) consented and agreed that the Collateral Agent may, in its sole discretion and without the consent of the Trustee or the Holders, take all actions it deems necessary or appropriate in order to: (A) enforce any of the terms of the Security Documents; and (vB) collect and receive any and all Short-Form IP Security Agreements required amounts payable in respect of the Note Obligations of the Issuer and the Guarantors to be provided the Holders, the Collateral Agent or the Trustee under the Security Agreement, each dated as of the Closing Date, duly executed and delivered by each Obligor that is required to do so under the Security AgreementNote Documents.

Security Documents. (a) The Administrative Agent shall have received executed counterparts of each Security Document, dated as of Closing Date, duly executed and delivered by each Obligor, together with: (i) subject Pledge Agreement is effective to Section 8.17, delivery of all certificates (create in the case of Equity Interests that are securities (as defined in the NY UCC)) evidencing the issued and outstanding capital securities owned by each Obligor that are required to be pledged under the Security Agreement, which certificates in each case shall be accompanied by undated instruments of transfer duly executed in blank or, in the case of Equity Interests that are uncertificated securities (as defined in the NY UCC), confirmation and evidence reasonably satisfactory to the Administrative Agent that the security interest required to be pledged therein under the Security Agreement has been transferred to and perfected by the Administrative Agent in accordance with Articles 8 and 9 of the NY UCC and all laws otherwise applicable to the perfection of the pledge of such Equity Interests; (ii) financing statements naming each Obligor as a debtor and the Administrative Agent as the secured party (for the benefit of all Secured Parties) or other similar instruments or documents, in each case suitable for filing, to be filed under the Uniform Commercial Code (or equivalent law) of all jurisdictions as may be necessary to perfect the Liens favor of the Administrative Agent, for the ratable benefit of the LendersSecured Parties, pursuant a legal, valid and enforceable security interest in 100% of the issued and outstanding Capital Stock of all Domestic Subsidiaries owned by Holdings, the Borrower or any other Subsidiary (other than the Capital Stock of Service America/National Business Services Enterprises Joint Venture and Service America Corporation - Service Systems Associates), and 65% of the issued and outstanding Capital Stock of all First Tier Foreign Subsidiaries owned by Holdings, the Borrower or any Domestic Subsidiary and, when the Pledged Stock, together with duly executed stock transfer powers, is delivered to the Administrative Agent (or, as applicable in the case of Capital Stock of Foreign Subsidiaries, the requisite filings or registrations are made), the Pledge Agreement will constitute a fully perfected first priority Lien on, and security interest in, all right, title and interest of the pledgors thereunder in such Pledged Stock, in each case prior and superior in right to any other Person. (b) The Security Agreement is effective to create in favor of the Administrative Agent, for the ratable benefit of the Secured Parties, a legal, valid and enforceable security interest in the Collateral subject thereto (as defined in the Security Agreement) and, when financing statements in appropriate form are filed in the offices specified on the schedules to the Security Agreement;, the Security Agreement will constitute a fully perfected Lien on, and security interest in, all right, title and interest of the grantors thereunder in such Collateral, to the extent contemplated therein and subject to Section 9-315 of the Uniform Commercial Code, and the proceeds thereof, in each case prior and superior in right to any other Person, other than with respect to Permitted Liens, it being understood that the Borrower and its Subsidiaries shall not be required to ▇▇▇▇▇ ▇ ▇▇▇▇ under the Loan Documents on any property to the extent that the grant of such Lien is prohibited by a Service Contract created prior to the Closing Date. (iiic) UCC-1 The Intellectual Property Security Agreement is effective to create in favor of the Administrative Agent, for the ratable benefit of the Secured Parties, a legal, valid and enforceable security interest in the Collateral (or equivalent) Lien searches reasonably satisfactory as defined in scope the Intellectual Property Security Agreement), and substance when financing statements in appropriate form are filed in the offices specified on the schedules to the Administrative Agent covering Security Agreement and the Intellectual Property Security Agreement is filed in the United States Patent and Trademark Office and the United States Copyright Office, the Intellectual Property Security Agreement will constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral and, to the extent contemplated therein and subject to Section 9-315 of the Uniform Commercial Code, the proceeds thereof, in each Obligor case prior and its properties; superior in right to any other Person (iv) UCC-3 termination statements, or equivalent, as it being understood that subsequent recordings in the United States Patent and Trademark Office and the United States Copyright Office may be necessary to release all Liens perfect a lien on registered trademarks, trademark applications and copyrights acquired by the Loan Parties after the date hereof), other than with respect to the rights of any Person Persons pursuant to Permitted Liens. (d) The Cash Collateral Agreement, the Existing Subordinated Notes Cash Collateral Agreement and each Control Agreement is effective to create in any collateral described favor of the Administrative Agent, for the ratable benefit of the Secured Parties, a legal, valid and enforceable security interest in the Security Agreement previously granted by any Person; Cash Collateral Account, the Existing Subordinated Notes Cash Collateral Account and the Dividend/CapEx Funding Account, respectively, and (v) all Short-Form IP Security Agreements required to be provided under the Security Agreement, each dated as of commencing 90 days after the Closing Date, duly executed each other deposit account of a Loan Party (including without limitation, the CapEx Funding Account if and delivered by when created), which security interest constitutes a fully perfected Lien on and security interest in all right, title and interest of the grantors thereunder in such accounts to the extent contemplated therein and subject to Section 9-315 of the Uniform Commercial Code, the proceeds thereof, in each Obligor that is required case prior and superior in right to do so under the Security Agreementany other Person, other than with respect to Permitted Liens.

Security Documents. The Administrative Agent shall have received executed counterparts of each Security Document, dated as of (a) On the Closing Date, each Credit Party shall have duly authorized, executed and delivered by each Obligorthe Guarantee and Collateral Agreement, which shall be in full force and effect, substantially in the form of Exhibit E (as amended, modified, restated, supplemented or extended from time to time, the “Guarantee and Collateral Agreement”) covering all of such Credit Party’s Guarantee and Collateral Agreement Collateral, together with: (i) subject to Section 8.17, delivery of all certificates proper financing statements (in Form UCC-1 or the case of Equity Interests that are securities (as defined in the NY UCC)equivalent) evidencing the issued and outstanding capital securities owned by each Obligor that are required to be pledged for filing under the Security Agreement, which certificates in each case shall be accompanied by undated instruments of transfer duly executed in blank or, in the case of Equity Interests that are uncertificated securities (as defined in the NY UCC), confirmation and evidence reasonably satisfactory to the Administrative Agent that the security interest required to be pledged therein under the Security Agreement has been transferred to and perfected by the Administrative Agent in accordance with Articles 8 and 9 of the NY UCC and all laws otherwise applicable to the perfection of the pledge of such Equity Interests; (ii) financing statements naming each Obligor as a debtor and the Administrative Agent as the secured party (for the benefit of all Secured Parties) or other similar instruments or documents, in appropriate filing offices of each case suitable for filing, to be filed under the Uniform Commercial Code (or equivalent law) of all jurisdictions jurisdiction as may be necessary to perfect the Liens security interests purported to be created by the foregoing Guarantee and Collateral Agreement; (ii) certified copies of requests for information or copies (Form UCC-11), or equivalent reports as of a recent date, listing all effective financing statements that name the Credit Parties as debtor and that are filed in the jurisdictions referred to in clause (i) above, together with copies of such financing statements that name the Credit Parties as debtor (none of which shall cover any of the Administrative AgentCollateral except (x) to the extent evidencing Permitted Liens, (y) those in respect of which the Collateral Trustee shall have received termination statements (Form UCC-3) or such other termination statements as shall be required by local law fully executed for the benefit filing or (z) those in respect of the Lenders, pursuant Indebtedness to the Security Agreementbe Refinanced); (iii) UCC-1 (one or equivalent) Lien searches reasonably satisfactory more, as applicable, short-form security agreements that may be filed with the United States Patent and Trademark Office or the United States Copyright Office for the grant of a security interest in scope patents, trademarks and substance copyrights, each in substantially the form attached to the Administrative Agent covering each Obligor Guarantee and its propertiesCollateral Agreement; (iv) UCC-3 termination statementsevidence of the completion of all other recordings and filings of, or equivalentwith respect to, the Guarantee and Collateral Agreement as may be necessary to release all Liens perfect and other rights of any Person protect the security interests in any collateral described in Collateral intended to be created by the Security Agreement previously granted by any Person; andGuarantee and Collateral Agreement; (v) all Shortcertificated Equity Interests of the Credit Parties constituting Guarantee and Collateral Agreement Collateral, together with executed and undated endorsements for transfer relating thereto; (vi) evidence that all other actions necessary to perfect and protect the security interests in Collateral purported to be created by the Guarantee and Collateral Agreement have been taken, and the Guarantee and Collateral Agreement shall be in full force and effect; (vii) certificates of insurance and endorsements naming the Collateral Trustee as an additional insured or loss payee, as the case may be, under all insurance policies maintained with respect to the Collateral; and (b) Notwithstanding anything herein to the contrary, it is understood that, other than with respect to (i) any UCC Filing Collateral, (ii) Stock Certificates of the Borrower and its Wholly-Form IP Security Agreements Owned Domestic Subsidiaries and (iii) any Collateral upon which a Lien may be perfected by the filing of a short-form security agreement with the United States Patent and Trademark Office or the United States Copyright Office, to the extent (x) any UCC searches are not received or (y) any Lien on any Collateral is not provided and/or perfected on the Closing Date after the Borrower’s use of commercially reasonable efforts to do so, the receipt of such UCC searches and the provision and/or perfection of a Lien on such Collateral shall not constitute a condition precedent for purposes of this Section 6.07, but shall instead be required to be provided under the Security Agreement, each dated as of delivered after the Closing Date, duly executed and delivered by each Obligor that is required to do so under the Security AgreementDate in accordance with Section 13.16.

Security Documents. The Administrative Agent shall have received executed counterparts of each Security Document, dated as of Closing Date, duly executed and delivered by each Obligor, together with: (i) Each Security Document (other than each Mortgage), when executed and delivered, is effective to create in favor of the Administrative Agent (for the benefit of the Lenders), a legal, valid and enforceable security interest in the Collateral described therein and the Administrative Agent has been authorized (and is hereby authorized) to make all filings of UCC-1 and as-extracted collateral financing statements in the appropriate filing office necessary or desirable to fully perfect its security interest in such Collateral described therein which can be perfected by filing a UCC-1 financing statement in the appropriate filing office and (ii) with respect to the security interest created in the Collateral pursuant to each Security Document (other than each Mortgage), upon such filings (or, with respect to possessory Collateral, upon the taking of possession by the Administrative Agent of any such Collateral which may be perfected by possession), such security interests will, subject to the existence of non-consensual Liens having priority by operation of law or Liens permitted by Section 8.177.01, delivery constitute perfected first-priority Liens on, and security interests in, all right, title and interest of all certificates (the debtor party thereto in the case of Equity Interests Collateral described therein that are securities (can be perfected by filing a UCC-1 or as-extracted financing statement, as defined applicable, in the NY UCC)) evidencing the issued and outstanding capital securities owned appropriate filing office or by each Obligor that are required to be pledged under the Security Agreement, which certificates in each case shall be accompanied by undated instruments of transfer duly executed in blank ordelivery, in the case of Equity Interests that are uncertificated securities possessory Collateral. (as defined in the NY UCC), confirmation and evidence reasonably satisfactory to the Administrative Agent that the security interest required to be pledged therein under the Security Agreement has been transferred to and perfected by the Administrative Agent in accordance with Articles 8 and 9 b) Each of the NY UCC Mortgages, when executed and all laws otherwise applicable delivered, will be effective to the perfection of the pledge of such Equity Interests; (ii) financing statements naming each Obligor as a debtor and the Administrative Agent as the secured party (for the benefit of all Secured Parties) or other similar instruments or documents, create in each case suitable for filing, to be filed under the Uniform Commercial Code (or equivalent law) of all jurisdictions as may be necessary to perfect the Liens favor of the Administrative Agent, for the ratable benefit of the LendersSecured Parties, pursuant a legal, valid and enforceable lien on the Material Real Property described therein and such security interests will constitute, upon such Mortgage being and recorded in the appropriate filing offices, first priority liens on such Material Real Property, subject only to the Security Agreement;existence of Liens as permitted by Section 7.01. (iiic) UCC-1 (or equivalent) Lien searches reasonably satisfactory in scope and substance to the Administrative Agent covering each Obligor and its properties; (iv) UCC-3 termination statements, or equivalent, as may be necessary to release all Liens and other rights of any Person in any collateral described in the Security Agreement previously granted by any Person; and (v) all Short-Form IP Security Agreements required to be provided under the Security Agreement, each dated as As of the Closing Amendment Effective Date, duly executed there is no Specified Indebtedness (other than the Secured Obligations constituting Specified Indebtedness) secured by Liens on Principal Property or Specified Capital Stock and delivered by each Obligor that is required to do so under the Security AgreementIndebtedness.

Security Documents. (a) The Administrative Agent Security Agreement is effective to create in favor of Lender, legal, valid and enforceable Liens on, and security interests in, the Security Agreement Collateral and, when (i) financing statements and other filings in appropriate form are filed in the offices specified on Schedule 6 to the Perfection Certificate and (ii) upon the taking of possession or control by Lender of the Security Agreement Collateral with respect to which a security interest may be perfected only by possession or control (which possession or control shall have received executed counterparts of be given to Lender to the extent possession or control by Lender is required by each Security Document), dated as the Liens created by the Security Agreement shall constitute fully perfected Liens on, and security interests in, all right, title and interest of Closing Date, duly executed and delivered by each Obligor, together with: (i) subject to Section 8.17, delivery of all certificates (the grantors thereunder in the case of Equity Interests that are securities Security Agreement Collateral (other than (A) the Intellectual Property Collateral (as defined in the NY UCCSecurity Agreement) and (B) such Security Agreement Collateral in which a security interest cannot be perfected under the UCC as in effect at the relevant time in the relevant jurisdiction), in each case subject to no Liens other than Permitted Liens. (b) evidencing When (i) the issued Security Agreement or a short form thereof is filed in the United States Patent and outstanding capital securities owned Trademark Office and the United States Copyright Office, and (ii) financing statements and other filings in appropriate form are filed in the offices specified on Schedule 6 to the Perfection Certificate, the Liens created by each Obligor that are required to be pledged under the Security Agreement shall constitute fully perfected Liens on, and security interests in, all right, title and interest of the grantors thereunder in the Intellectual Property Collateral (as defined in the Security Agreement), which certificates in each case shall be accompanied by undated instruments subject to no Liens other than Permitted Liens. (c) Each Mortgage is effective to create, in favor of transfer duly executed Lender, legal, valid and enforceable first priority Liens on, and security interests in, all of the Loan Parties’ right, title and interest in blank and to the Mortgaged Properties thereunder and the proceeds thereof, subject only to Permitted Liens, and when the Mortgages are filed in the offices specified on Schedule 3.20(c) (or, in the case of Equity Interests that are uncertificated securities (as defined in any Mortgage executed and delivered after the NY UCC), confirmation and evidence reasonably satisfactory to the Administrative Agent that the security interest required to be pledged therein under the Security Agreement has been transferred to and perfected by the Administrative Agent date thereof in accordance with Articles 8 the provisions of Section 5.10 and 9 Section 5.11, when such Mortgage is filed in the offices specified in the local counsel opinion delivered with respect thereto in accordance with the provisions of Section 5.10 and Section 5.11, the Mortgages shall constitute fully perfected Liens on, and security interests in, all right, title and interest of the NY UCC and all laws otherwise applicable to Loan Parties in the perfection of the pledge of such Equity Interests; (ii) financing statements naming each Obligor as a debtor Mortgaged Properties and the Administrative Agent as the secured party (for the benefit of all Secured Parties) or other similar instruments or documentsproceeds thereof, in each case suitable for filingprior and superior in right to any other person, other than Permitted Liens. (d) Each Security Document delivered pursuant to Section 5.11 and Section 5.12 will, upon execution and delivery thereof, be filed under effective to create in favor of Lender, legal, valid and enforceable Liens on, and security interests in, all of the Uniform Commercial Code Loan Parties’ right, title and interest in and to the Collateral thereunder, and (i) when all appropriate filings or equivalent law) of all jurisdictions recordings are made in the appropriate offices as may be necessary required under applicable Legal Requirements and (ii) upon the taking of possession or control by Lender of such Collateral with respect to perfect which a security interest may be perfected only by possession or control (which such possession or control shall be given to Lender to the extent required by any Security Document), the Liens in favor of Lender created under such Security Document will constitute valid, enforceable and fully perfected first priority Liens on, and security interests in, all right, title and interest of the Administrative AgentLoan Parties in such Collateral, for the benefit of the Lenders, pursuant in each case subject to the Security Agreement; (iii) UCC-1 (or equivalent) Lien searches reasonably satisfactory in scope and substance to the Administrative Agent covering each Obligor and its properties; (iv) UCC-3 termination statements, or equivalent, as may be necessary to release all no Liens and other rights of any Person in any collateral described in the Security Agreement previously granted by any Person; and (v) all Short-Form IP Security Agreements required to be provided under the Security Agreement, each dated as of the Closing Date, duly executed and delivered by each Obligor that is required to do so under the Security Agreementthan Permitted Liens.

Security Documents. (a) The Administrative Agent shall have received executed counterparts Collateral Agreement is effective to create in favor of each Security Document, dated as of Closing Date, duly executed and delivered by each Obligor, together with: (i) subject to Section 8.17, delivery of all certificates (in the case of Equity Interests that are securities (as defined in the NY UCC)) evidencing the issued and outstanding capital securities owned by each Obligor that are required to be pledged under the Security Agreement, which certificates in each case shall be accompanied by undated instruments of transfer duly executed in blank or, in the case of Equity Interests that are uncertificated securities (as defined in the NY UCC), confirmation and evidence reasonably satisfactory to the Administrative Agent that the security interest required to be pledged therein under the Security Agreement has been transferred to and perfected by the Administrative Agent in accordance with Articles 8 and 9 of the NY UCC and all laws otherwise applicable to the perfection of the pledge of such Equity Interests; (ii) financing statements naming each Obligor as a debtor and the Administrative Agent as the secured party (for the benefit of all the Secured Parties) or other similar instruments or documentsa legal, valid and enforceable security interest in each the Collateral described therein and proceeds thereof. In the case suitable for filingof Deposit Accounts, to be filed under the Uniform Commercial Code (or equivalent law) of all jurisdictions as may be necessary to perfect the Liens of when Deposit Account Control Agreements are entered into by the Administrative Agent, and in the case of the other Collateral described in the Collateral Agreement, when financing statements and other filings described on Schedule 3.17 are filed in the offices specified on Schedule 3.17, the Administrative Agent (for the benefit of the LendersSecured Parties) shall have a fully perfected Lien on, pursuant and security interest in, all right, title and interest of the Loan Parties in such Collateral and, subject to Section 9-315 of the New York Uniform Commercial Code, the proceeds thereof, as security for the Obligations, in each case to the Security Agreement;extent security interests in such Collateral can be perfected by the execution of Deposit Account Control Agreements or the filing Uniform Commercial Code financing statements, as applicable, in each case prior and superior in right to any other Person (except, Liens expressly permitted by Section 6.02). (iiib) UCC-1 [Reserved.] (or equivalentc) Lien searches reasonably satisfactory The Mortgages, if any, shall be effective to create in scope and substance to favor of the Administrative Agent covering (for the benefit of the Secured Parties) a legal, valid and enforceable Lien on all of the Loan Parties’ right, title and interest in and to the Mortgaged Property thereunder and the proceeds thereof, and when such Mortgages are filed or recorded in the proper real estate filing or recording offices, the Administrative Agent (for the benefit of the Secured Parties) shall have a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such Mortgaged Property and, to the extent applicable, subject to Section 9-315 of the Uniform Commercial Code, the proceeds thereof, in each Obligor case prior and its properties; (iv) UCC-3 termination statementssuperior in right to any other Person, or equivalent, as may be necessary other than with respect to release all Liens and other the rights of any a Person in any collateral described in the Security Agreement previously granted pursuant to Liens expressly permitted by any Person; and (v) all Short-Form IP Security Agreements required to be provided under the Security Agreement, each dated as of the Closing Date, duly executed and delivered by each Obligor that is required to do so under the Security AgreementSection 6.02.

Security Documents. The Administrative Agent (a) Each Loan Party and each Second Priority Representative, on behalf of itself and the Second Priority Secured Parties represented by it, agrees that it shall have received executed counterparts not at any time execute or deliver any amendment or other modification to any of each Security Document, dated as the Second Priority Documents in violation of Closing Date, duly executed and delivered by each Obligor, together with:this Agreement. (ib) subject Each Loan Party and the First Priority Representative, on behalf of itself and the First Priority Secured Parties represented by it, agrees that it shall not at any time execute or deliver any amendment or other modification to Section 8.17, delivery of all certificates (in the case of Equity Interests that are securities (as defined in the NY UCC)) evidencing the issued and outstanding capital securities owned by each Obligor that are required to be pledged under the Security Agreement, which certificates in each case shall be accompanied by undated instruments of transfer duly executed in blank or, in the case of Equity Interests that are uncertificated securities (as defined in the NY UCC), confirmation and evidence reasonably satisfactory to the Administrative Agent that the security interest required to be pledged therein under the Security Agreement has been transferred to and perfected by the Administrative Agent in accordance with Articles 8 and 9 any of the NY UCC and all laws otherwise applicable to the perfection First Priority Documents in violation of the pledge of such Equity Interests;this Agreement. (iic) financing statements naming each Obligor as a debtor and In the Administrative Agent as the secured party (event any First Priority Representative enters into any amendment, waiver or consent in respect of any of its First Priority Collateral Documents for the benefit purpose of all Secured Parties) adding to, or other similar instruments deleting from, or documentswaiving or consenting to any departures from any provisions of, any First Priority Collateral Document or changing in any manner the rights of any parties thereunder, in each case suitable for filingsolely with respect to any Common Collateral, then such amendment, waiver or consent shall apply automatically to be filed under the Uniform Commercial Code (or equivalent law) of all jurisdictions as may be necessary to perfect the Liens any comparable provision of the Administrative AgentComparable Second Priority Collateral Document without the consent of or action by any Second Priority Secured Party (with all such amendments, for waivers and modifications subject to the benefit terms hereof); provided that (i) no such amendment, waiver or consent shall have the effect of releasing assets subject to the Lien of any Second Priority Collateral Document, except to the extent that a release of such Lien is permitted or required by Section 4.2, (ii) any such amendment, waiver or consent that materially and adversely affects the rights of the Lenders, pursuant Second Priority Secured Parties and does not affect the First Priority Secured Parties in a like or similar manner shall not apply to the Security Agreement; Second Priority Collateral Documents without the consent of the Second Priority Representative, (iii) UCC-1 (no such amendment, waiver or equivalent) Lien searches reasonably satisfactory in scope and substance consent with respect to any provision applicable to the Administrative Agent covering each Obligor rights, interests or obligations of the Second Priority Representative under the Second Priority Documents shall be made without the prior written consent of such Second Priority Representative and its properties; (iv) UCC-3 termination statementsnotice of such amendment, waiver or equivalentconsent shall be given to the Second Priority Representative no later than ten (10) Business Days after its effectiveness, as may be necessary provided that the failure to release all Liens give such notice shall not affect the effectiveness and other rights of any Person in any collateral described in the Security Agreement previously granted by any Person; and (v) all Short-Form IP Security Agreements required to be provided under the Security Agreement, each dated as of the Closing Date, duly executed and delivered by each Obligor that is required to do so under the Security Agreementvalidity thereof.

Security Documents. The Administrative Agent and the Collateral Agent shall have received executed counterparts received, as security for all obligations of each Security Document, dated as of Closing Date, duly executed the Loan Parties under this Agreement and delivered by each Obligor, together withthe other Loan Documents: (i) subject to Section 8.17, delivery of all certificates a Guarantee executed by the Loan Parties (in other than the case of Equity Interests that are securities Borrower); (ii) the Security Agreement; (iii) the Intellectual Property Short Form Security Agreements (as defined in the NY UCC)) evidencing the issued and outstanding capital securities owned by each Obligor that are required to be pledged under the Security Agreement, which certificates in each case shall be accompanied by undated instruments of transfer duly executed in blank or, in the case of Equity Interests that are uncertificated securities (as defined in the NY UCC), confirmation and evidence reasonably satisfactory to the Administrative Agent that the security interest ) required to be pledged therein under the Security Agreement has been transferred to and perfected by the Administrative Agent in accordance with Articles 8 and 9 of the NY UCC and all laws otherwise applicable to the perfection of the pledge of such Equity Interests; (ii) financing statements naming each Obligor as a debtor and the Administrative Agent as the secured party (for the benefit of all Secured Parties) or other similar instruments or documents, in each case suitable for filing, to be filed under the Uniform Commercial Code (or equivalent law) of all jurisdictions as may be necessary to perfect the Liens of the Administrative Agent, for the benefit of the Lenders, pursuant to the Security Agreement; (iiiiv) UCC-1 (or equivalent) Lien searches reasonably satisfactory a blocked accounts agreement for each Loan Party in scope form and substance satisfactory to the Administrative Agent covering each Obligor and its propertiesAgents; (ivv) UCC-3 termination statementsan accession to the ABL Intercreditor Agreement; (vi) a Mortgage from the Loan Parties in the principal sum of $600,000,000, or equivalentexecuted and prepared in a form appropriate for registration, as may be necessary to release determined by the Collateral Agent or its counsel acting reasonably, against each of the following: (A) any and all Liens Real Estate of the Loan Parties located in the Province of British Columbia and other rights of any Person in any collateral as more particularly described in the Security Agreement previously Mortgage granted by pursuant to this paragraph; (B) any Personand all Real Estate of the Loan Parties located in the Province of Alberta and as more particularly described in the Mortgage granted pursuant to this paragraph; (C) any and all Real Estate of the Loan Parties located in the Province of Saskatchewan and as more particularly described in the Mortgage granted pursuant to this paragraph; (D) any and all Real Estate of the Loan Parties located in the Province of Manitoba and as more particularly described in the Mortgage granted pursuant to this paragraph; (E) any and all Real Estate of the Loan Parties located in the Province of Ontario and as more particularly described in the Mortgage granted pursuant to this paragraph; and (vF) any and all ShortReal Estate of the Loan Parties located in the Province of Quebec and as more particularly described in the Mortgage granted pursuant to this paragraph; (vii) a deed of hypothec and issue of bonds by the Borrower in favour of the Administrative Agent, as fondé de pouvoir (“Deed of Hypothec”), charging, inter alia, the immovable properties bearing civic address ▇▇▇▇ ▇▇▇▇▇-Form IP Security Agreements required to be provided ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇; (viii) a bond in the principal amount of $24,000,000 issued by the Borrower under the Security Agreement, each dated as Deed of Hypothec (the “Bond”); (ix) a pledge of bond agreement by the Borrower in favour of the Closing Date, duly executed and delivered Pledgees (as defined therein) in respect of the Bond; and (x) a delivery order with respect to the Bond by each Obligor that is required the Borrower to do so under the Security AgreementAdministrative Agent.

Security Documents. (a) The Administrative Agent shall have received executed counterparts Collateral Agreement is effective to create in favor of each Security Document, dated as of Closing Date, duly executed and delivered by each Obligor, together with: (i) subject to Section 8.17, delivery of all certificates (in the case of Equity Interests that are securities (as defined in the NY UCC)) evidencing the issued and outstanding capital securities owned by each Obligor that are required to be pledged under the Security Agreement, which certificates in each case shall be accompanied by undated instruments of transfer duly executed in blank or, in the case of Equity Interests that are uncertificated securities (as defined in the NY UCC), confirmation and evidence reasonably satisfactory to the Administrative Agent that the security interest required to be pledged therein under the Security Agreement has been transferred to and perfected by the Administrative Agent in accordance with Articles 8 and 9 of the NY UCC and all laws otherwise applicable to the perfection of the pledge of such Equity Interests; (ii) financing statements naming each Obligor as a debtor and the Administrative Agent as the secured party (for the benefit of all the Secured Parties) or other similar instruments or documentsa legal, valid and enforceable security interest in each the Collateral described therein and proceeds thereof. In the case suitable for filingof Deposit Accounts, to be filed under the Uniform Commercial Code (or equivalent law) of all jurisdictions as may be necessary to perfect the Liens of when Control Agreements are entered into by the Administrative Agent, and in the case of the other Collateral described in the Collateral Agreement, when financing statements and other filings described on Schedule 3.17 are filed in the offices specified on Schedule 3.17, the Administrative Agent (for the benefit of the LendersSecured Parties) shall have a fully perfected Lien on, pursuant and security interest in, all right, title and interest of the Loan Parties in such Collateral and, subject to Section 9-315 of the New York Uniform Commercial Code, the proceeds thereof, as security for the Obligations, in each case to the Security Agreement;extent security interests in such Collateral can be perfected by the execution of Control Agreements or the filing Uniform Commercial Code financing statements, as applicable, in each case prior and superior in right to any other Person (except for Liens expressly permitted by Section 6.02). (iiib) UCC-1 (or equivalent) Lien searches reasonably satisfactory The Mortgages, if any, shall be effective to create in scope and substance to favor of the Administrative Agent covering (for the benefit of the Secured Parties) a legal, valid and enforceable Lien on all of the Loan Parties’ right, title and interest in and to the Mortgaged Property thereunder and the proceeds thereof, and when such Mortgages are filed or recorded in the proper real estate filing or recording offices, the Administrative Agent (for the benefit of the Secured Parties) shall have a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such Mortgaged Property and, to the extent applicable, subject to Section 9-315 of the Uniform Commercial Code, the proceeds thereof, in each Obligor case prior and its properties; superior in right to any other Person (iv) UCC-3 termination statements, or equivalent, as may be necessary other than with respect to release all Liens and other the rights of any a Person in any collateral described in the Security Agreement previously granted pursuant to Liens expressly permitted by any Person; and (v) all Short-Form IP Security Agreements required to be provided under the Security Agreement, each dated as of the Closing Date, duly executed and delivered by each Obligor that is required to do so under the Security AgreementSection 6.02).

Security Documents. The Administrative Agent shall have received executed counterparts of each the Security DocumentAgreement, dated as of Closing Datethe Pledge Agreement, Parent Guarantee Agreement and Subsidiary Guarantee Agreement, duly executed and delivered by each Obligorthe respective Loan Parties party thereto, together withwith the following: (i) subject to Section 8.17, delivery of all certificates (in representing all the case outstanding shares of Equity Interests that are securities (as defined in of the NY UCC)) evidencing the issued Borrower and outstanding capital securities each Subsidiary owned by each Obligor that are or on behalf of any Loan Party as of the Closing Date and required to be pledged under the Security AgreementPledge Agreement (except that stock certificates representing shares of common stock of a Foreign Subsidiary that is a CFC may be limited to 66% of the outstanding shares of common stock of such first-tier Foreign Subsidiary), which certificates in each case shall be accompanied by undated all promissory notes evidencing intercompany Indebtedness owed to any Loan Party as of the Closing Date, and stock powers and instruments of transfer duly executed transfer, endorsed in blank orblank, with respect to such stock certificates and promissory notes; (ii) all documents and instruments, including Uniform Commercial Code financing statements and Intellectual Property Security Agreements, required by law or reasonably requested by the Administrative Agent to be filed, registered or recorded to create or perfect the Liens on the Collateral owned or to be acquired on or before the Closing Date and intended to be created under the Security Agreement and the Pledge Agreement; (iii) a completed Perfection Certificate dated the Closing Date and signed by an executive officer or Financial Officer of the Borrower, together with all attachments contemplated thereby, including the results of a search of the Uniform Commercial Code (or equivalent) filings made with respect to the Loan Parties, in the case jurisdictions contemplated by the Perfection Certificate and copies of Equity Interests that are uncertificated securities the financing statements (as defined in the NY UCC), confirmation or similar documents) disclosed by such search and evidence reasonably satisfactory to the Administrative Agent that the Liens indicated by such financing statements (or similar documents) are permitted by Section 6.02 or have been released; and (iv) except as set forth in Section 5.17, evidence that all other actions that the Administrative Agent may deem necessary or desirable in order to perfect and protect the first priority liens and security interest required to be pledged therein interests created under the Security Agreement and the Pledge Agreement has been transferred to and perfected by the Administrative Agent in accordance with Articles 8 and 9 taken (including, without limitation, receipt of the NY UCC and all laws otherwise applicable to the perfection of the pledge of such Equity Interests; (ii) financing statements naming each Obligor as a debtor and the Administrative Agent as the secured party (for the benefit of all Secured Parties) or other similar instruments or documents, in each case suitable for filing, to be filed under the Uniform Commercial Code (or equivalent law) of all jurisdictions as may be necessary to perfect the Liens of the Administrative Agent, for the benefit of the Lenders, pursuant to the Security Agreement; (iii) UCC-1 (or equivalent) Lien searches reasonably satisfactory in scope and substance to the Administrative Agent covering each Obligor and its properties; (iv) UCC-3 termination statements, or equivalent, as may be necessary to release all Liens and other rights of any Person in any collateral described in the Security Agreement previously granted by any Person; and (v) all Short-Form IP Security Agreements required to be provided under the Security Agreement, each dated as of the Closing Date, duly executed and delivered by each Obligor that is required to do so under the Security Agreementpayoff letters).

Security Documents. The Administrative Agent shall have received executed counterparts Each of each Security Document, dated as of Closing Date, duly executed and delivered by each Obligor, together with: (i) subject to Section 8.17, delivery of all certificates (in the case of Equity Interests that are securities (as defined in the NY UCC)) evidencing the issued and outstanding capital securities owned by each Obligor that are required to be pledged under the Security Agreement, which certificates Documents is effective to create in each case shall be accompanied by undated instruments of transfer duly executed in blank or, in the case of Equity Interests that are uncertificated securities (as defined in the NY UCC), confirmation and evidence reasonably satisfactory to the Administrative Agent that the security interest required to be pledged therein under the Security Agreement has been transferred to and perfected by the Administrative Agent in accordance with Articles 8 and 9 of the NY UCC and all laws otherwise applicable to the perfection of the pledge of such Equity Interests; (ii) financing statements naming each Obligor as a debtor and the Administrative Agent as the secured party (for the benefit of all Secured Parties) or other similar instruments or documents, in each case suitable for filing, to be filed under the Uniform Commercial Code (or equivalent law) of all jurisdictions as may be necessary to perfect the Liens favor of the Administrative Agent, for the benefit of the LendersSecured Parties, a legal, valid and enforceable security interest in the Collateral described therein and proceeds thereof. Upon execution and delivery and upon the filing of financing statements under the UCC and/or the giving of notice of the assignment contained therein in the case of the Assignments of Freights and Hires and the Assignments of Insurances and the recording of the respective Ship Mortgages with the Ship Mortgage Registry of Panama through the Panamanian Consulate at the Port of Piraeus, Greece with respect to the vessels registered in Panama, at or about the Closing Date (but in no event later than three (3) Business Days after the Closing Date, each of the Security Documents will create in favor of the Administrative Agent for the benefit of the Secured Parties (i) in the case of Security Documents other than the Ship Mortgages, a duly perfected first priority security interest in and liens on the Collateral subject thereto enforceable against each Borrower a party thereto as security for the performance of the obligations secured thereby and the security interests created by each of the Security Documents (other than the Ship Mortgages) do not require any further action to be taken in order to create or perfect such security interests or to permit the Administrative Agent to enforce its rights under each Security Document (other than the Ship Mortgages) creating the same, in each case, to the extent possible to create and perfect such security interest under the laws the State of New York and the District of Columbia, including the Uniform Commercial Code, as in effect on the date hereof, and (ii) in the case of the Ship Mortgages, a valid, binding and duly perfected first priority mortgage lien covering the respective Mortgaged Vessel on which it purports to create such mortgage lien enforceable against each Mortgaged Vessel Guarantor a party thereto as security for the performance of the obligations secured thereby, in each case, pursuant to the Security Agreement; (iii) UCC-1 (or equivalent) Lien searches reasonably satisfactory in scope and substance applicable law pertaining to the Administrative Agent covering each Obligor and its properties; (iv) UCC-3 termination statements, or equivalent, as may be necessary to release all Liens and other rights of any Person in any collateral described in the Security Agreement previously granted by any Person; and (v) all Short-Form IP Security Agreements required to be provided under the Security Agreement, each dated as of the Closing Date, duly executed and delivered by each Obligor that is required to do so under the Security Agreementsuch Ship Mortgages.

Security Documents. All filings and recordings necessary, in the opinion of the Administrative Agent, to perfect the security interests contemplated to be granted to the Collateral Agent for the benefit of the Secured Parties under the Security Documents shall have been made, and the Administrative Agent shall have received evidence satisfactory to it that the Security Documents are in full force and effect and the Liens contemplated by the Security Documents are perfected and of first priority (except for any such prior Liens which are expressly permitted by this Agreement to be prior). The Administrative Agent shall have received executed counterparts of each Security Document, dated as of Closing Date, duly executed and delivered by each Obligor, together withreceived: (i) subject Uniform Commercial Code search certificates from the jurisdictions in which Uniform Commercial Code financing statements are to Section 8.17, delivery be filed reflecting no other financing statements or filings which evidence Liens of all certificates (other Persons in the case of Equity Interests that Collateral which are securities (as defined in prior to the NY UCC)) evidencing the issued and outstanding capital securities owned by each Obligor that are required to be pledged under the Security Agreement, which certificates in each case shall be accompanied by undated instruments of transfer duly executed in blank or, in the case of Equity Interests that are uncertificated securities (as defined in the NY UCC), confirmation and evidence reasonably satisfactory Liens granted to the Administrative Agent that in this Agreement, the security interest required Security Documents and the other Loan Documents, except for any such prior Liens (a) which are expressly permitted by this Agreement to be pledged therein under the Security Agreement has been transferred to and perfected by prior or (b) for which the Administrative Agent in accordance with Articles 8 and 9 of the NY UCC and all laws otherwise applicable to the perfection of the pledge of such Equity Interestshas received a termination statement; (ii) financing statements naming except as otherwise provided in this Agreement, a control agreement for each Obligor as bank at which the Borrower or any of its Subsidiaries maintains a debtor deposit account, upon terms and provisions satisfactory to the Administrative Agent, each appropriately completed, duly executed by such Loan Party, and the Administrative Agent as and acknowledged by the secured party (for the benefit of all Secured Parties) or other similar instruments or documents, in each case suitable for filing, depositary bank to be filed under the Uniform Commercial Code (or equivalent law) of all jurisdictions as may be necessary to perfect the Liens of the Administrative Agent, for the benefit of the Lenders, pursuant to the Security Agreementwhich addressed; (iii) UCC-1 (except as otherwise provided in this Agreement, a control agreement for each securities account at which the Borrower or equivalent) Lien searches reasonably any of its Subsidiaries maintains a securities account, upon terms and provisions satisfactory in scope and substance to the Administrative Agent, each appropriately completed, duly executed by such Loan Party, and the Administrative Agent covering each Obligor and its propertiesacknowledged by the securities intermediary to which addressed; (iv) UCC-3 termination statementssuch other documents, instruments and agreements as the Administrative Agent may reasonably request to create and perfect the Liens granted to the Administrative Agent or equivalentany Lender in this Agreement, as may be necessary to release all Liens and other rights of any Person in any collateral described in the Security Agreement previously granted by any PersonDocuments and the other Loan Documents; and (v) all Short-Form IP such other evidence as the Administrative Agent may request to establish that the Liens granted to the Collateral Agent for the benefit of the Secured Parties in this Agreement, the Security Agreements required Documents and the other Loan Documents are perfected and prior to the Liens of other Persons in the Collateral, except for any such Liens which are expressly permitted by this Agreement to be provided under the Security Agreement, each dated as of the Closing Date, duly executed and delivered by each Obligor that is required to do so under the Security Agreementprior.

Security Documents. The Administrative Agent shall have received executed counterparts of each Security Document, dated as of Closing Date, duly (a) When executed and delivered by each Obligordelivered, together with: (i) subject the Guarantee and Collateral Agreement will be effective to Section 8.17, delivery of all certificates (create in the case of Equity Interests that are securities (as defined in the NY UCC)) evidencing the issued and outstanding capital securities owned by each Obligor that are required to be pledged under the Security Agreement, which certificates in each case shall be accompanied by undated instruments of transfer duly executed in blank or, in the case of Equity Interests that are uncertificated securities (as defined in the NY UCC), confirmation and evidence reasonably satisfactory to the Administrative Agent that the security interest required to be pledged therein under the Security Agreement has been transferred to and perfected by the Administrative Agent in accordance with Articles 8 and 9 of the NY UCC and all laws otherwise applicable to the perfection of the pledge of such Equity Interests; (ii) financing statements naming each Obligor as a debtor and the Administrative Agent as the secured party (for the benefit of all Secured Parties) or other similar instruments or documents, in each case suitable for filing, to be filed under the Uniform Commercial Code (or equivalent law) of all jurisdictions as may be necessary to perfect the Liens favor of the Administrative Agent, for the benefit of the Lenders, pursuant a valid and enforceable security interest in the collateral described therein and proceeds thereof, to the Security extent contemplated by the Guarantee and Collateral Agreement;. All actions have been taken on or prior to the Closing Date which are necessary to cause the Guarantee and Collateral Agreement to constitute, to the extent contemplated by the Guarantee and Collateral Agreement, a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such collateral and the proceeds thereof, as security for the Obligations (as defined in the Guarantee and Collateral Agreement), in each case prior and superior in right to any other Person subject, except in the case of such Pledged Stock, to Liens permitted by subsection 7.3. (iiib) UCC-1 (or equivalent) Lien searches reasonably satisfactory Each of the Mortgages, upon execution and delivery by the parties thereto, will be effective to create in scope and substance to favor of the Administrative Agent covering Agent, for the benefit of the Lenders, a legal, valid and enforceable Lien on the Mortgaged Properties described therein and proceeds thereof, and when the Mortgages are filed in the relevant offices, each Obligor such Mortgage shall constitute a fully perfected Lien on, and its properties; (iv) UCC-3 termination statementssecurity interest in, or equivalentall right, title and interest of the Loan Parties in the Mortgaged Properties and the proceeds thereof, as may be necessary to release all Liens and other rights of any Person in any collateral described security for the Obligations (as defined in the Security Agreement previously granted relevant Mortgage), in each case prior and superior in right to any other Person, subject to Liens permitted by any Person; and (v) all Short-Form IP Security Agreements required to be provided under the Security Agreementsubsection 7.3. Part 1 of Schedule 1.1B lists, each dated as of the Closing Date, duly executed each parcel of owned real property located in the United States and delivered held by each Obligor the Borrower or any of its Subsidiaries that is required to do so under has a value, based on the Security AgreementBorrower’s net book value, in excess of $500,000.

Security Documents. (a) In order to secure the due and punctual payment of the Note Obligations, when the same shall be due and payable, whether on an Interest Payment Date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of and interest (to the extent permitted by law) on the Notes and performance of all other Note Obligations, (i) the Issuer and the Guarantors, if any, have prior to the Issue Date, entered into Security Documents granting the Collateral Agent a Lien on (A) substantially all the existing and future tangible and intangible assets and rights of the Issuer and the Guarantors, if any (other than, in each case, Excluded Assets) and (B) Equity Interests in all direct Subsidiaries of the Issuer and each Guarantor, if any (other than, in each case, Excluded Capital Stock), and (ii) the Issuer agrees that it shall take all such action as shall be required to ensure that the Note Obligations will (other than, in each case, during any Suspension Period with respect to the Notes) be secured by a Lien, subject only to Permitted Liens, on the Collateral. (b) To the extent, but only to the extent, permitted hereby, the Issuer and the Guarantors may incur Additional First Lien Obligations. Any additional class or series of Additional First Lien Obligations will be secured by Liens on the Collateral that rank pari passu with the Liens securing First Lien Obligations, in each case, under and pursuant to the Security Documents, once the Senior Class Debt Representative with respect to any such class or series of Additional First Lien Obligations, acting on behalf of the holders of such series of Additional First Lien Obligations, (1) becomes a party to the First Lien Intercreditor Agreement by satisfying the conditions set forth therein and (2) becomes a party to the Collateral Agency Agreement. (c) If the Issuer or any of the Guarantors incurs Additional First Lien Obligations, the Collateral Agent, on behalf of itself, the other Senior Class Debt Representatives, acting on behalf of the holders of the applicable series of Additional First Lien Obligations, and the other agents (if any) will, as applicable, enter into a joinder to the First Lien Intercreditor Agreement substantially in the form of Exhibit A-1 thereto. (d) If the Issuer or any of the Guarantors incurs Indebtedness secured by a Lien on the Collateral that is junior in priority relative to the Liens on the Collateral securing the First Lien Obligations, the Issuer, the Guarantors, the Collateral Agent, acting on behalf of itself, the Trustee, acting on behalf of the Holders of the Notes, the other collateral agents (if any) and the applicable Junior Lien Representative, on behalf of itself and the applicable Junior Lien Secured Parties, will enter into a junior lien intercreditor agreement, substantially in the form attached hereto as Exhibit F or which otherwise constitutes a junior lien intercreditor agreement that is an Applicable Intercreditor Agreement (any such junior lien intercreditor agreement, the “Junior Lien Intercreditor Agreement”). (e) The Administrative Agent shall Note Documents (other than any Applicable Intercreditor Agreement) will be subject to the terms, limitations and conditions set forth in each Applicable Intercreditor Agreement. Each Holder of Notes, by its acceptance of a Note, is deemed to (i) have received executed counterparts consented and agreed to the terms of each Security DocumentDocument (including the First Lien Intercreditor Agreement and each other Applicable Intercreditor Agreement, dated if any, entered into after the Issue Date in accordance with clause (d) of this Section 12.02), as originally in effect and as amended, supplemented or replaced from time to time in accordance with its terms or the terms of Closing this Indenture, the First Lien Intercreditor Agreement or, if applicable, each Applicable Intercreditor Agreement, (ii) have authorized and directed the Trustee to enter into or execute a joinder with respect to (A) the Collateral Agency Agreement on the Issue Date, duly executed (B) the First Lien Intercreditor Agreement on the Issue Date and delivered (C) each other Applicable Intercreditor Agreement at any time after the Issue Date in accordance with clause (d) of this Section 12.02, (iii) have consented to the appointment of the Collateral Agent pursuant to the Collateral Agency Agreement, (iv) have authorized and directed the Collateral Agent to enter into the Security Documents to which it is, or is intended to be, a party, and (v) have authorized and empowered the Collateral Agent (through the Collateral Agency Agreement, the First Lien Intercreditor Agreement and each other Applicable Intercreditor Agreement, if any) to bind the Holders of Notes as set forth in the Security Documents to which they are a party and to perform its obligations and exercise its rights and powers thereunder, including entering into amendments permitted by each Obligorthe terms of the Note Documents. To the extent that any provision of the Note Documents is not consistent with or contradicts the Collateral Agency Agreement (or the First Lien Intercreditor Agreement or Applicable Intercreditor Agreements (if any)), together withthe Collateral Agency Agreement, the First Lien Intercreditor Agreement and/or the other Applicable Intercreditor Agreements (if any) shall govern. (f) Each Holder of Notes, by its acceptance of a Note, is deemed to have: (i1) subject authorized, consented to Section 8.17and directed the Trustee to enter into and join the Collateral Agency Agreement, delivery including by its execution of all certificates (applicable joinder documentation in the case of Equity Interests that are securities its capacity as “New Senior Class Debt Representative” (as defined in the NY UCC)Collateral Agency Agreement) evidencing in respect of the issued Note Obligations; (2) other than during any Suspension Period, agreed (in its capacity as a Holder of Notes) that it is subject to and outstanding capital securities owned bound by the provisions of the Collateral Agency Agreement, each Obligor that are required to be pledged under Security Document, the First Lien Intercreditor Agreement and each other Applicable Intercreditor Agreement in effect at any time; (3) ratified the Collateral Agent’s execution and delivery of the Security Agreement, which certificates in each case shall be accompanied by undated instruments of transfer duly executed in blank or, in the case of Equity Interests that are uncertificated securities (as defined in the NY UCC), confirmation and evidence reasonably satisfactory Documents prior to the Administrative Agent that the security interest required to be pledged therein under the Security Agreement has been transferred to and perfected by the Administrative Agent date hereof (in accordance with Articles 8 and 9 of the NY UCC and all laws otherwise applicable to the perfection of the pledge of such Equity InterestsCollateral Agency Agreement); (ii4) financing statements naming each Obligor consented and agreed that the Collateral Agent may execute and deliver any additional Security Documents (including any Applicable Intercreditor Agreement) not in effect as a debtor and the Administrative Agent as the secured party (for the benefit of all Secured Parties) or other similar instruments or documents, in each case suitable for filing, to be filed under the Uniform Commercial Code (or equivalent law) of all jurisdictions as may be necessary to perfect the Liens of the Administrative Agent, for date hereof and act in accordance with the benefit of the Lenders, pursuant to the Security Agreementterms thereof; (iii5) UCC-1 (or equivalent) Lien searches reasonably satisfactory in scope and substance subject to the Administrative terms of any Applicable Intercreditor Agreement, consented and agreed that the Collateral Agent covering each Obligor may, in its sole discretion and its properties;without the consent of the Trustee or the Holders, take all actions it deems necessary or appropriate in order to: (ivA) UCC-3 termination statements, or equivalent, as may be necessary to release all Liens and other rights enforce any of any Person in any collateral described in the terms of the Security Agreement previously granted by any PersonDocuments; and (vB) collect and receive any and all Short-Form IP Security Agreements required amounts payable in respect of the Note Obligations of the Issuer and the Guarantors to be provided the Holders, the Collateral Agent or the Trustee under the Security Agreement, each dated as of the Closing Date, duly executed and delivered by each Obligor that is required to do so under the Security AgreementNote Documents.

Security Documents. (a) The Administrative Agent shall have received executed counterparts of each Security Document, dated as of Closing Date, duly executed Guarantee and delivered by each Obligor, together with: (i) subject Collateral Agreement is effective to Section 8.17, delivery of all certificates (create in the case of Equity Interests that are securities (as defined in the NY UCC)) evidencing the issued and outstanding capital securities owned by each Obligor that are required to be pledged under the Security Agreement, which certificates in each case shall be accompanied by undated instruments of transfer duly executed in blank or, in the case of Equity Interests that are uncertificated securities (as defined in the NY UCC), confirmation and evidence reasonably satisfactory to the Administrative Agent that the security interest required to be pledged therein under the Security Agreement has been transferred to and perfected by the Administrative Agent in accordance with Articles 8 and 9 of the NY UCC and all laws otherwise applicable to the perfection of the pledge of such Equity Interests; (ii) financing statements naming each Obligor as a debtor and the Administrative Agent as the secured party (for the benefit of all Secured Parties) or other similar instruments or documents, in each case suitable for filing, to be filed under the Uniform Commercial Code (or equivalent law) of all jurisdictions as may be necessary to perfect the Liens favor of the Administrative Agent, for the benefit of the Lenders, pursuant to a legal, valid and enforceable security interest in the Security Collateral described therein and proceeds thereof. In the case of the Pledged Stock described in the Guarantee and Collateral Agreement; (iii) UCC-1 (or equivalent) Lien searches reasonably satisfactory in scope and substance , when stock certificates representing such Pledged Stock are delivered to the Administrative Agent covering each Obligor Agent, and its properties; (iv) UCC-3 termination statements, or equivalent, as may be necessary to release all Liens and in the case of the other rights of any Person in any collateral Collateral described in the Security Guarantee and Collateral Agreement, when financing statements and other filings specified on Schedule 4.15(a) in appropriate form are filed in the offices specified on Schedule 4.15(a), the Guarantee and Collateral Agreement previously granted shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral and the proceeds thereof, as security for the Obligations (as defined in the Guarantee and Collateral Agreement), in each case prior and superior in right to any other Person (except, in the case of Collateral other than Pledged Stock, Liens permitted by any Person; andSection 8.3). (vb) all Short-Form IP Security Agreements required Each of the Mortgages is effective to be provided under create in favor of the Security AgreementAdministrative Agent, for the benefit of the Lenders, a legal, valid and enforceable Lien on the Mortgaged Properties described therein and proceeds thereof, and when the Mortgages are filed in the offices specified on Schedule 4.15(b), each dated such Mortgage shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in the Mortgaged Properties and the proceeds thereof, as security for the Obligations (as defined in the relevant Mortgage), in each case prior in right to any other Person other than Liens permitted by Section 8.3 and those Persons claiming through exceptions shown on title. Schedule 1.1B lists, as of the Closing Date, duly executed each parcel of owned real property and delivered each leasehold interest in real property located in the United States and held by each Obligor that is required to do so under the Security AgreementBorrower or any of its Subsidiaries.

Security Documents. The Administrative Agent shall have received executed counterparts of each a Security DocumentAgreement, in form and substance reasonably acceptable to the Administrative Agent, dated as of the Closing Date, duly executed and delivered by each Obligor, together withwith all documents (including share certificates, transfers and stock transfer forms, notices or any other instruments) required to be delivered or filed under the Security Documents and evidence satisfactory to it that arrangements have been made with respect to all registrations, notices or actions required under the Security Documents to be effected, given or made in order to establish a valid and perfected first priority security interest in the Collateral in accordance with the terms of the Security Documents, including: (i) subject to Section 8.17, delivery of all certificates (in the case of Equity Interests that are certificated securities (as defined in the NY UCC)) evidencing the issued and outstanding capital securities owned by each Obligor that are required to be pledged and so delivered under the Security Agreement, which certificates in each case shall be accompanied by undated instruments of transfer duly executed in blank blank, or, in the case of Equity Interests that are uncertificated securities (as defined in the NY UCC), confirmation and evidence reasonably satisfactory to the Administrative Agent and the Lenders that the security interest required to be pledged therein under the Security Agreement has been transferred to and perfected by the Administrative Agent and the Lenders in accordance with Articles 8 and 9 of the NY UCC and all laws otherwise applicable to the perfection of the pledge of such Equity Interests; (ii) financing statements naming each Obligor as a debtor and the Administrative Agent as the secured party (for the benefit of all Secured Parties) party, or other similar instruments or documents, in each case suitable for filing, to be filed under the Uniform Commercial Code UCC (or equivalent law) of all jurisdictions as may be necessary or, in the opinion of the Administrative Agent, desirable to perfect the Liens of the Administrative Agent, for the benefit of the Lenders, Secured Parties pursuant to the Security Agreement; (iii) UCC-1 (or equivalent) Lien searches reasonably satisfactory in scope and substance to the Administrative Agent covering each Obligor and its properties; (iv) UCC-3 termination statements, or equivalentif any, as may be necessary to release all Liens and other rights of any Person in any collateral described in the Security Agreement previously granted by any Person; and (viv) all applicable Short-Form IP Security Agreements required to be provided under the Security Agreement, each dated as of the Closing Date, duly executed and delivered by each Obligor that is required to do so under the Security Agreementapplicable Obligor.

Security Documents. The Administrative Agent shall have received executed counterparts of each Security Document, dated as of (i) On the Tender Offer Closing Date, the Company and each Initial Subsidiary Guarantor shall have duly authorized, executed and delivered a Pledge Agreement substantially in the form of Exhibit G hereto (as modified, amended or supplemented from time to time in accordance with the terms thereof and hereof, the "Pledge Agreement"), and shall have delivered to the Collateral Agent, as pledgee thereunder, all of the certificates representing the Pledged Securities referred to therein, endorsed in blank or accompanied by each Obligorexe- cuted and undated stock powers, together with:and the Pledge Agreement shall be in full force and effect. (iii) subject to Section 8.17On the Tender Offer Closing Date, delivery of all certificates (the Company and each Initial Subsidiary Guarantor shall have duly authorized, executed and delivered a Security Agreement substantially in the case form of Equity Interests that are securities Exhibit H (A) executed copies of Financing Statements (Form UCC-1) in appropriate form for filing under the UCC of each jurisdiction as defined in may be reasonably necessary to perfect all the NY UCC)) evidencing the issued and outstanding capital securities owned by each Obligor that are required security interests purported to be pledged under created by the Security Agreement, which certificates in each case it being understood that perfected security interests shall be accompanied (x) required in respect of only 80% of the aggregate inventory of the Company and the Subsidiary Guarantors and (y) not required in respect of immaterial equipment located in states other than those in which the Company and the Subsidiary Guarantors have their significant operations; (B) copies of Requests for Information or copies (Form UCC- 11), or equivalent reports, each of recent date listing all effective financing statements that name each such Person 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 undated instruments the secured lender thereunder have been delivered to the Collateral Agent and (y) to the extent evidencing Liens permitted pursuant to Section 8.03(d)); (C) evidence of transfer duly executed in blank the completion of all recordings and filings of, or with respect to, the Security Agreement as may be necessary or, in the case reasonable opinion of Equity Interests that are uncertificated securities (as defined in the NY UCC)Collateral Agent, confirmation and desirable to perfect the security interests intended to be created thereunder or other evidence reasonably satisfactory to the Administrative Collateral Agent that such recordings and filings shall be completed promptly after the security interest required to be pledged therein under the Security Agreement has been transferred to and perfected by the Administrative Agent in accordance with Articles 8 and 9 of the NY UCC and all laws otherwise applicable to the perfection of the pledge of such Equity Interests; (ii) financing statements naming each Obligor as a debtor and the Administrative Agent as the secured party (for the benefit of all Secured Parties) or other similar instruments or documents, in each case suitable for filing, to be filed under the Uniform Commercial Code (or equivalent law) of all jurisdictions as may be necessary to perfect the Liens of the Administrative Agent, for the benefit of the Lenders, pursuant to the Security Agreement; (iii) UCC-1 (or equivalent) Lien searches reasonably satisfactory in scope and substance to the Administrative Agent covering each Obligor and its properties; (iv) UCC-3 termination statements, or equivalent, as may be necessary to release all Liens and other rights of any Person in any collateral described in the Security Agreement previously granted by any PersonTender Offer Closing Date; and (vD) evidence that all Short-Form IP Security Agreements required other actions necessary or, in the reasonable opinion of the Collateral Agent, desirable to perfect and protect the security interests purported to be provided under created by the Security Agreement, each dated as of Agreement have been taken or will be taken promptly after the Closing Initial Borrowing Date, duly executed and delivered by each Obligor that is required to do so under the Security Agreement.

Security Documents. (a) The Administrative Agent shall have received executed counterparts of each Security Document, dated as of Closing Date, duly executed Guarantee and delivered by each Obligor, together with: (i) subject Collateral Agreement is effective to Section 8.17, delivery of all certificates (create in the case of Equity Interests that are securities (as defined in the NY UCC)) evidencing the issued and outstanding capital securities owned by each Obligor that are required to be pledged under the Security Agreement, which certificates in each case shall be accompanied by undated instruments of transfer duly executed in blank or, in the case of Equity Interests that are uncertificated securities (as defined in the NY UCC), confirmation and evidence reasonably satisfactory to the Administrative Agent that the security interest required to be pledged therein under the Security Agreement has been transferred to and perfected by the Administrative Agent in accordance with Articles 8 and 9 of the NY UCC and all laws otherwise applicable to the perfection of the pledge of such Equity Interests; (ii) financing statements naming each Obligor as a debtor and the Administrative Agent as the secured party (for the benefit of all Secured Parties) or other similar instruments or documents, in each case suitable for filing, to be filed under the Uniform Commercial Code (or equivalent law) of all jurisdictions as may be necessary to perfect the Liens favor of the Administrative Agent, for the benefit of the Lenders, pursuant to a legal, valid and enforceable security interest in the Security Collateral described therein and proceeds thereof. In the case of the Pledged Stock described in the Guarantee and Collateral Agreement; (iii) UCC-1 (or equivalent) Lien searches reasonably satisfactory in scope and substance , when stock certificates representing such Pledged Stock are delivered to the Administrative Agent covering each Obligor Agent, and its properties; (iv) UCC-3 termination statements, or equivalent, as may be necessary to release all Liens and in the case of the other rights of any Person in any collateral Collateral described in the Security Agreement previously Guarantee and Collateral Agreement, when financing statements in appropriate form are filed in the offices specified on Schedule 4.19(a) (or, in the case of Collateral granted by Bumble Bee and its Subsidiaries, Schedule 4.19(a)-A and, in the case of Collateral granted by DM US Holding, Corp. or Creative Products, Inc. of Rossville, Schedule 4.19(a)-B), the Guarantee and Collateral Agreement shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral and the proceeds thereof, as security for the Obligations (as defined in the Guarantee and Collateral Agreement), in each case prior and superior in right to any Person; andother Person subject, except in the case of such Pledged Stock, to Liens permitted by paragraphs (a) through (f) of Section 7.3. (vb) all Short-Form IP Security Agreements required Each of the Mortgages is effective to be provided under create in favor of the Security AgreementAdministrative Agent, for the benefit of the Lenders, a legal, valid and enforceable Lien on the Mortgaged Properties described therein and proceeds thereof, and when the Mortgages are filed in the offices specified on Schedule 4.19(b) (or, in the case of Mortgages granted by Bumble Bee and its Subsidiaries, Schedule 4.19(b)-A), each dated as Mortgage shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Closing DateLoan Parties in the Mortgaged Properties and the proceeds thereof, duly executed and delivered by each Obligor that is required to do so under the Security Agreement.as security

Security Documents. (a) The Administrative Agent shall have received executed counterparts provisions of each Security Document, dated as of Closing Date, duly executed and delivered by each Obligor, together with: (i) subject this Agreement are effective to Section 8.17, delivery of all certificates (in the case of Equity Interests that are securities (as defined in the NY UCC)) evidencing the issued and outstanding capital securities owned by each Obligor that are required to be pledged under the Security Agreement, which certificates in each case shall be accompanied by undated instruments of transfer duly executed in blank orcreate, in the case favor of Equity Interests that are uncertificated securities (as defined in the NY UCC), confirmation and evidence reasonably satisfactory to the Administrative Agent that the security interest required to be pledged therein under the Security Agreement has been transferred to and perfected by the Administrative Agent in accordance with Articles 8 and 9 of the NY UCC and all laws otherwise applicable to the perfection of the pledge of such Equity Interests; (ii) financing statements naming each Obligor as a debtor and the Administrative Agent as the secured party (for the benefit of all the Secured Parties, a legal, valid and enforceable Lien on, and security interest in, all of the Collateral described herein, and (i) when financing statements and other filings in appropriate form are filed in the offices set forth on Schedule 9.1.25(a) and (ii) upon the taking of possession or control by Administrative Agent of the Collateral with respect to which a security interest may be perfected only by possession or control (which possession or control shall be given to Administrative Agent to the extent possession or control by Administrative Agent is required by this Agreement), the Liens created by this Agreement shall constitute fully perfected first priority Liens on, and security interests in, all right, title and interest of the Obligors in the Collateral covered thereby (other similar instruments or documents, than such Collateral in each case suitable for filing, to which a security interest cannot be filed perfected under the Uniform Commercial Code (or equivalent law) as in effect at the relevant time in the relevant jurisdiction), in each case free of all jurisdictions as may be necessary Liens other than Permitted Liens, and prior and superior to perfect the Liens all other Liens. (b) Each Security Document delivered pursuant to Section 7.4, Section 7.6 or Section 10.1.13, upon execution and delivery thereof, is effective to create in favor of the Administrative Agent, for the benefit of the LendersSecured Parties, pursuant to legal, valid and enforceable Liens on, and security interests in, all of the Security Agreement; (iii) UCC-1 (Collateral thereunder, and when all appropriate filings or equivalent) Lien searches reasonably satisfactory recordings are made in scope and substance to the Administrative Agent covering each Obligor and its properties; (iv) UCC-3 termination statements, or equivalent, appropriate offices as may be necessary required under Applicable Law or possession or control is conferred to release Administrative Agent, such Security Document will constitute fully perfected first priority Liens on, and security interests in, all right, title and interest of the Obligors in the Collateral covered thereby (other than such Collateral in which a security interest cannot be perfected under the Uniform Commercial Code as in effect at the relevant time in the relevant jurisdiction), in each case free of all Liens other than Permitted Liens, and prior and superior to all other rights of any Person in any collateral described in the Security Agreement previously granted by any Person; and (v) all Short-Form IP Security Agreements required to be provided under the Security Agreement, each dated as of the Closing Date, duly executed and delivered by each Obligor that is required to do so under the Security AgreementLiens.

Security Documents. (a) The Administrative Agent shall have received executed counterparts provisions of each Security DocumentDocument are effective to create in favor of the Collateral Agent for the ratable benefit of the Secured Parties a legal, dated as valid and enforceable Lien in all right, title and interest of Closing Date, duly executed and delivered by each Obligor, together with:Loan Party party thereto in the “Collateral” described therein. (ib) subject When any stock certificates representing Pledged Collateral are delivered to Section 8.17the Collateral Agent, delivery of all certificates (and proper financing statements or other applicable filings listed in Schedule 5.16 have been filed in the case of Equity Interests that are securities (as defined offices in the NY UCC)) evidencing jurisdictions listed in Schedule 5.16, the issued Pledge Agreement shall constitute a fully perfected first Lien on, and outstanding capital securities owned by each Obligor that are required to be pledged under security interest in, all right, title and interest of the Security AgreementLoan Party party thereto in the “Pledged Collateral” described therein, which certificates can be perfected by such filing, prior and superior in each case shall be accompanied by undated instruments of transfer duly executed right to any other Person. (c) When proper financing statements or other applicable filings listed in blank or, Schedule 5.16 have been filed in the case of Equity Interests that are uncertificated securities (as defined offices in the NY UCC)jurisdictions listed in Schedule 5.16, confirmation and evidence reasonably satisfactory to the Administrative Agent that the security interest required to be pledged therein under the Security Agreement shall constitute a fully perfected first Lien on, and security interest in, all right, title and interest of those Loan Parties party thereto in the portion of the “Collateral” described therein that consists of assets included in a Borrowing Base hereunder, which can be perfected by such filing, prior and superior in right to any other Person subject to any Permitted Borrowing Base Liens. (d) When an Account Control Agreement has been transferred entered into with respect to and perfected by the Administrative Agent in accordance with Articles 8 and 9 of the NY UCC and all laws otherwise applicable to the perfection of the pledge of such Equity Interests; (ii) financing statements naming each Obligor as a debtor and the Administrative Agent as the secured party (for the benefit of all Secured Parties) or other similar instruments or documentsPledged Account, in each case suitable for filing, to be filed under the Uniform Commercial Code (or equivalent law) of all jurisdictions as may be necessary to perfect the Liens of the Administrative Agent, for the benefit of the Lenders, pursuant to the Security Agreement; (iii) UCC-1 (or equivalent) Lien searches reasonably satisfactory in scope and substance to the Administrative Agent covering each Obligor and its properties; (iv) UCC-3 termination statements, or equivalent, as may be necessary to release all Liens and other rights of any Person in any collateral described in the Security Agreement previously granted by any Person; and (v) shall constitute a fully perfected first Lien on, and security interest in, all Short-Form IP Security Agreements required to be provided under the Security Agreementright, each dated as title and interest of the Closing DateLoan Party party thereto in the portion of the “Collateral” described therein that consists of Pledged Accounts, duly executed prior and delivered by each Obligor that is required superior in right to do so under the Security Agreementany other Person subject to any Permitted Cash Management Liens.

Security Documents. The Administrative Agent Lender shall have received executed counterparts of each Security Document (other than the Landlord Consent and the Account Control Agreement with respect to the investment accounts of the Borrower) and each other applicable Loan Document, dated as of Closing Datethe date hereof, duly executed and delivered by each Obligor, together with: (i) subject to Section 8.17, delivery of all certificates (in the case of Equity Interests that are securities (as defined in the NY UCCNYUCC)) evidencing the issued and outstanding capital securities Equity Interests owned by each Obligor that are required to be pledged under the Security Agreement, which certificates in each case shall be accompanied by undated instruments of transfer duly executed in blank blank, or, in the case of Equity Interests that are uncertificated securities (as defined in the NY UCCNYUCC), confirmation and evidence reasonably satisfactory to the Administrative Agent Lender that the security interest required to be pledged therein under the Security Agreement has been transferred to and perfected by the Administrative Agent Secured Parties in accordance with Articles 8 and 9 of the NY UCC NYUCC and all laws Laws otherwise applicable to the perfection of the pledge of such Equity Interests; (ii) financing statements suitable in form for naming each Obligor as a debtor and the Administrative Collateral Agent as the secured party (for the benefit of all Secured Parties) party, or other similar instruments or documents, in each case suitable for filing, documents to be filed under the Uniform Commercial Code (or equivalent law) UCC of all jurisdictions as may be necessary or, in the opinion of the Collateral Agent, desirable to perfect the Liens security interests of the Administrative Agent, for the benefit of the Lenders, Secured Parties pursuant to the Security Agreement; (iii) UCC-1 (or equivalent) Lien searches reasonably satisfactory in scope and substance to the Administrative Agent covering each Obligor and its properties; (iv) UCC-3 termination statements, or equivalentif any, as may be necessary to release all Liens and other rights of any Person in any collateral described in the Security Agreement previously granted by any Person; (iv) evidence that all deposit accounts, lockboxes, disbursement accounts, investment accounts or other similar accounts of each Obligor (other than Excluded Deposit Accounts and the investment accounts of the Borrower) are Controlled Accounts; and (v) evidence that all Short-Form IP Security Agreements required such Controlled Accounts are subject to be provided under the Security Agreement, each dated as of the Closing Date, duly executed and delivered by each Obligor that is required to do so under the Security Agreementone or more Account Control Agreements.

Security Documents. The Administrative Agent shall have received executed counterparts of each Security Documentthe Collateral Agreement, dated as of the Closing Date, duly executed and delivered by the Borrower and each Obligorof its Subsidiaries other than Excluded Foreign Subsidiaries, together with: (i) subject to Section 8.17, the delivery of all certificates (in the case of Equity Interests that are securities (as defined in the NY UCC)) evidencing the issued and outstanding capital securities owned by each Obligor the Borrower and its Subsidiaries that are required to be pledged under the Security Agreement, which certificates in each case shall be accompanied by undated instruments of transfer duly executed in blank blank, or, in the case of Equity Interests that are uncertificated securities (as defined in the NY UCC), confirmation and evidence reasonably satisfactory to the Administrative Agent that the security interest required to be pledged therein under the Security Collateral Agreement has been transferred to and perfected by the Administrative Agent in accordance with Articles 8 and 9 of the NY UCC and all laws Laws otherwise applicable to the perfection of the pledge of such Equity Interests; (ii) the delivery of the promissory notes together with undated note powers executed in blank to the extent required to be Collateral pursuant to the definition of the term “Collateral and Guarantee Requirement”; (iii) financing statements naming the Borrower and each Obligor Subsidiary (other than Excluded Foreign Subsidiaries) as a debtor and the Administrative Agent as the secured party (for the benefit of all Secured Parties) party, or other similar instruments instruments, registrations or documents, in each case suitable for filing, to be filed under the Uniform Commercial Code UCC (or equivalent law) of all jurisdictions as may be necessary or, in the commercially reasonable opinion of the Administrative Agent, desirable to perfect the Liens of the Administrative Agent, for the benefit of the Lenders, Agent pursuant to the Security Collateral Agreement; (iii) UCC-1 (or equivalent) Lien searches reasonably satisfactory in scope and substance to the Administrative Agent covering each Obligor and its properties; (iv) UCC-3 termination statements, or equivalent, as may be necessary to release all Liens (other than Liens permitted under Section 6.02) and other rights of any Person in any collateral described in the Security Collateral Agreement previously granted by any Person; and (v) all Short-Form IP Security Agreements Agreements, Landlord Consents and Bailee Letters required to be provided under the Security Collateral Agreement, each dated as of the Closing Date, duly executed and delivered by the Borrower and each Obligor that is required to do so under the Security AgreementSubsidiary, as applicable.

Security Documents. The Administrative Agent (a) On the Effective Date, each Credit Party shall have received executed counterparts of each Security Documentduly authorized, dated as of Closing Date, duly executed and delivered a Pledge Agreement in the form of Exhibit F (as modified, amended or supplemented from time to time in accordance with the terms thereof and hereof, the "Pledge Agreement") and shall have delivered to the Collateral Agent, as pledgee thereunder, all of the Pledged Securities referred to therein, endorsed in blank in the case of promissory notes or accompanied by executed and undated stock powers in the case of capital stock, and the Pledge Agreement shall be in full force and effect. (b) On the Effective Date, each ObligorCredit Party shall have duly authorized, executed and delivered a Security Agreement in the form of Exhibit G (as modified, amended or supplemented from time to time in accordance with the terms thereof and hereof, the "Security Agreement") covering all of the Security Agreement Collateral, together with: (iA) subject to Section 8.17, delivery executed copies of all certificates Financing Statements (Form UCC-1) or appropriate local equivalent in the case of Equity Interests that are securities (as defined in the NY UCC)) evidencing the issued and outstanding capital securities owned by each Obligor that are required to be pledged appropriate form for filing under the Security Agreement, which certificates in UCC or appropriate local equivalent of each case shall be accompanied by undated instruments of transfer duly executed in blank or, in the case of Equity Interests that are uncertificated securities (as defined in the NY UCC), confirmation and evidence reasonably satisfactory to the Administrative Agent that the security interest required to be pledged therein under the Security Agreement has been transferred to and perfected by the Administrative Agent in accordance with Articles 8 and 9 of the NY UCC and all laws otherwise applicable to the perfection of the pledge of such Equity Interests; (ii) financing statements naming each Obligor as a debtor and the Administrative Agent as the secured party (for the benefit of all Secured Parties) or other similar instruments or documents, in each case suitable for filing, to be filed under the Uniform Commercial Code (or equivalent law) of all jurisdictions jurisdiction as may be necessary to perfect the Liens of the Administrative Agent, for the benefit of the Lenders, pursuant security interests purported to be created by the Security Agreement; (iiiB) UCC-1 certified copies of Requests for Information or Copies (Form UCC- 11), or equivalentequivalent reports, each of a recent date listing all effective financing statements that name the Borrower or any of its Domestic 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) Lien searches reasonably satisfactory in scope and substance above, together with copies of such financing statements that name the Borrower or any of its Domestic Subsidiaries 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 covering each Obligor and its properties(y) to the extent evidencing Permitted Liens); (ivC) UCC-3 termination statementsevidence of the completion of all other recordings and filings of, or equivalentwith respect to, the Security Agreement as may be necessary to release all Liens and other rights of any Person in any collateral described or, in the opinion of the Collateral Agent, desirable to perfect the security interests intended to be created by the Security Agreement previously granted by any PersonAgreement; and (vD) evidence that all Short-Form IP Security Agreements required other actions necessary or, in the reasonable opinion of the Collateral Agent, desirable to perfect the security interests purported to be provided under created by the Security Agreement, each dated as of the Closing Date, duly executed Agreement have been taken; and delivered by each Obligor that is required to do so under the Security AgreementAgreement shall be in full force and effect.

Security Documents. The Administrative (a) Each Pledge Agreement is effective to create in favor of the Collateral Agent a legal, valid and enforceable security interest in the Collateral (as defined in the applicable Pledge Agreement) and, when such Collateral is delivered to the Collateral Agent pursuant to such Pledge Agreement, each Pledge Agreement shall have received executed counterparts constitute a fully perfected first priority Lien on, and security interest in, all right, title and interest of each pledgor thereunder in such Collateral, in each case prior and superior in right to any other Person (subject only to any exceptions expressly permitted by such Pledge Agreement). (b) Each Security DocumentAgreement is effective to create in favor of the Collateral Agent a legal, dated valid and enforceable security interest in the Collateral (as defined in the applicable Security Agreement) and, when financing statements in appropriate form are filed in the offices specified on Schedule 6 to the Perfection Certificate, each Security Agreement shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of Closing Datethe grantors thereunder in such Collateral, to the extent that a security interest can be perfected in such Collateral by filing, recording or registering a financing statement or analogous document in the United States (or any political subdivision thereof) and its territories and possessions pursuant to the Uniform Commercial Code or other applicable law in such jurisdiction, in each case prior and superior in right to any other Person, other than with respect to Liens expressly permitted by Section 6.02. (c) Each Mortgage, when duly executed and delivered by each Obligorthe relevant Loan Party, together with: (i) will be effective to create, subject to Section 8.17the exceptions listed in each title insurance policy covering such Mortgage, delivery in favor of the Collateral Agent, a legal, valid and enforceable Lien on all certificates (of the Loan Parties’ right, title and interest in and to the Mortgaged Properties thereunder and the proceeds thereof, and when the Mortgages are filed in the case of Equity Interests that are securities (as defined in the NY UCC)) evidencing the issued and outstanding capital securities owned by each Obligor that are required to be pledged under the Security Agreement, which certificates in each case shall be accompanied by undated instruments of transfer duly executed in blank or, in the case of Equity Interests that are uncertificated securities (as defined in the NY UCCoffices specified on Schedule 3.16(c), confirmation the Mortgages shall constitute a Lien on, and evidence reasonably satisfactory to the Administrative Agent that the security interest required to be pledged therein under the Security Agreement has been transferred to in, all right, title and perfected by the Administrative Agent in accordance with Articles 8 and 9 interest of the NY UCC and all laws otherwise applicable to the perfection of the pledge of Loan Parties in such Equity Interests; (ii) financing statements naming each Obligor as a debtor Mortgaged Properties and the Administrative Agent as the secured party (for the benefit of all Secured Parties) or other similar instruments or documentsproceeds thereof, in each case suitable for filingprior and superior in right to any other Person, other than with respect to be filed under the Uniform Commercial Code (or equivalent law) rights of all jurisdictions as may be necessary to perfect the Liens of the Administrative Agent, for the benefit of the Lenders, Persons pursuant to the Security Agreement; (iii) UCC-1 (or equivalent) Lien searches reasonably satisfactory in scope and substance to the Administrative Agent covering each Obligor and its properties; (iv) UCC-3 termination statements, or equivalent, as may be necessary to release all Liens and other rights of any Person in any collateral described in the Security Agreement previously granted expressly permitted by any Person; and (v) all Short-Form IP Security Agreements required to be provided under the Security Agreement, each dated as of the Closing Date, duly executed and delivered by each Obligor that is required to do so under the Security AgreementSection 6.02.

Security Documents. (a) The Administrative Agent shall have received executed counterparts of each Security Document, dated as of Closing Date, duly executed Guarantee and delivered by each Obligor, together with: (i) subject to Section 8.17, delivery of all certificates (in the case of Equity Interests that are securities (as defined in the NY UCC)) evidencing the issued and outstanding capital securities owned by each Obligor that are required to be pledged under the Security Collateral Agreement, which certificates in each case shall be accompanied by undated instruments of transfer duly executed in blank or, in the case of Equity Interests that are uncertificated securities (as defined in the NY UCC), confirmation upon execution and evidence reasonably satisfactory to the Administrative Agent that the security interest required to be pledged therein under the Security Agreement has been transferred to and perfected delivery thereof by the Administrative Agent parties thereto, will create in accordance with Articles 8 and 9 of the NY UCC and all laws otherwise applicable to the perfection of the pledge of such Equity Interests; (ii) financing statements naming each Obligor as a debtor and the Administrative Agent as the secured party (for the benefit of all Secured Parties) or other similar instruments or documents, in each case suitable for filing, to be filed under the Uniform Commercial Code (or equivalent law) of all jurisdictions as may be necessary to perfect the Liens favor of the Administrative Agent, for the ratable benefit of the Lendersbeneficiaries named therein, pursuant to a legal, valid and enforceable security interest in the Security Agreement; Collateral (iiias defined therein) UCC-1 (or equivalentother than vessels) Lien searches reasonably satisfactory in scope and substance proceeds thereof and (i) when the Pledged Collateral (as defined therein) is delivered to the Administrative Agent covering Agent, together with instruments of transfer duly endorsed in blank, the Guarantee and Collateral Agreement shall constitute a fully perfected first priority Lien on, and security interest in, all right, title and interest of the Loan Parties in such Pledged Collateral, in each Obligor case prior and its properties;superior in right to any other Person, and (ii) when financing statements in appropriate form have been duly filed in the offices specified on Schedule 3.17(a), the Lien created under the Guarantee and Collateral Agreement (other than with respect to the aforesaid Pledged Collateral) will constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral, and the proceeds thereof, to the extent perfection can be obtained by filing Uniform Commercial Code financing statements, in each case prior and superior in right to any other Person, other than with respect to Permitted Liens and other than as provided in the Intercreditor Agreement with respect to the Revolving Facility Collateral. (ivb) UCC-3 termination statements, or equivalentWhen the IP Security Agreements are duly filed with the United States Patent and Trademark Office and the United States Copyright Office, as applicable, and when financing statements in appropriate form have been duly filed in the offices specified on Schedule 3.17(a), the security interest created thereunder shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in the registered intellectual property described therein and owned by the applicable Loan Parties and in which a security interest may be perfected by filing a security agreement in the United States, in each case prior and superior in right to any other Person, other than with respect to Permitted Liens (it being understood that subsequent recordings in the United States Patent and Trademark Office and the United States Copyright Office may be necessary to release perfect a Lien on registered trademarks, trademark applications, designs, patents, patent applications and copyrights acquired by a Loan Party after the Funding Date). (c) The Mortgages, upon execution and delivery thereof by the parties thereto, will create in favor of the Administrative Agent, for the ratable benefit of the beneficiaries named therein, a legal, valid and enforceable Lien on all of the Loan Parties’ right, title and interest in and to the Mortgaged Properties thereunder and the proceeds thereof, and when the Mortgages are duly filed or registered in the appropriate recording offices where such Mortgaged Properties are located or as otherwise reasonably requested by the Administrative Agent, the Mortgages will constitute a fully perfected or published Lien on, and security interest or hypothec in, all right, title and interest of the Loan Parties in such Mortgaged Properties and the proceeds thereof, in each case prior and superior in right to any other Person, other than with respect to Permitted Liens or other encumbrances permitted by the relevant Mortgage. (d) Each Security Document, other than any Security Document referred to in the preceding paragraphs of this Section, upon execution and delivery thereof by the parties thereto and the making of the filings and taking of the other actions provided for therein, will be effective under applicable law to create in favor of the Administrative Agent, for the ratable benefit of the Secured Parties, a valid and enforceable security interest in all rights, title and interest of the Loan Parties in the Collateral subject thereto, prior and superior in right to any other Person, other than with respect to Permitted Liens and other rights of any Person in any collateral described than as provided in the Security Intercreditor Agreement previously granted by any Person; and (v) all Short-Form IP Security Agreements required with respect to be provided under the Security Agreement, each dated as of the Closing Date, duly executed and delivered by each Obligor that is required to do so under the Security AgreementRevolving Facility Collateral.

Security Documents. The Administrative Each Lender hereby further authorizes the Agent shall have received executed counterparts of each Security Document, dated as of Closing Date, duly executed and delivered by each Obligor, together with: (i) subject to Section 8.17, delivery of all certificates (in the case of Equity Interests that are securities (as defined in the NY UCC)) evidencing the issued and outstanding capital securities owned by each Obligor that are required to be pledged under enter into the Security Agreement, which certificates in each case shall be accompanied by undated instruments of transfer duly executed in blank or, in the case of Equity Interests that are uncertificated securities (Documents as defined in the NY UCC), confirmation and evidence reasonably satisfactory to the Administrative Agent that the security interest required to be pledged therein under the Security Agreement has been transferred to and perfected by the Administrative Agent in accordance with Articles 8 and 9 of the NY UCC and all laws otherwise applicable to the perfection of the pledge of such Equity Interests; (ii) financing statements naming each Obligor as a debtor and the Administrative Agent as the secured party (on behalf of and for the benefit of all Secured Parties) or other similar instruments or documents, Lenders in each case suitable for filing, connection with the Obligations and agrees to be filed under bound by the Uniform Commercial Code (terms of the Security Documents; provided that anything in this Agreement or equivalent law) the other Loan Documents to the contrary notwithstanding: 9.6.1.1 The Agent is authorized on behalf of all jurisdictions as Lenders, without the necessity of any notice to or further consent from the Lenders, from time to time to take any action with respect to any Collateral or the Security Documents which may be necessary or reasonably desirable to perfect and maintain perfected the security interest in and Liens of upon the Administrative Agent, for the benefit of the Lenders, Collateral granted pursuant to the Security Agreement;Documents. (iii) UCC-1 (or equivalent) Lien searches reasonably satisfactory 9.6.1.2 The Lenders irrevocably authorize the Agent, at its option and in scope and substance to the Administrative Agent covering each Obligor and its properties; (iv) UCC-3 termination statementsdiscretion, or equivalent, as may be necessary to release any Lien granted to or held by the Agent upon any Collateral (a) upon termination of the Commitments and payment in full of the Loans and all Liens other Obligations payable under this Agreement and under any other rights of any Person in any collateral described in the Security Agreement previously granted by any PersonLoan Document; and (vb) all Short-Form IP Security Agreements required constituting property sold or to be provided sold or disposed of as part of or in connection with any disposition permitted under this Agreement (including the Security application of Insurance Proceeds and Condemnation Proceeds in accordance with the terms of this Agreement); (c) constituting property leased to any Loan Party under a lease which has expired or been terminated in a transaction permitted under this Agreement or is about to expire and which has not been, each dated as and is not intended by such Loan Party to be, renewed or extended; or (d) consisting of an instrument evidencing Indebtedness if the Closing DateIndebtedness evidenced thereby has been paid in full. Upon request by the Agent at any time, duly executed and delivered by each Obligor that is required Lenders will confirm in writing the Agent's authority to do so under the Security Agreementrelease or otherwise deal with particular types or items of Collateral pursuant to this Section 9.6.1.

Security Documents. (a) The Administrative Agent shall have received executed counterparts Guarantee and Collateral Agreement, upon execution and delivery thereof by the parties thereto, will create in favor of each Security Documentthe Collateral Agent, dated as for the ratable benefit of Closing Datethe Secured Parties, duly executed a legal, valid and delivered by each Obligor, together with: (i) subject to Section 8.17, delivery of all certificates (enforceable security interest in the case of Equity Interests that are securities Collateral (as defined in the NY UCC)Guarantee and Collateral Agreement) evidencing and the issued proceeds thereof and outstanding capital securities owned by each Obligor that are required to be pledged under (i) when the Security Agreement, which certificates in each case shall be accompanied by undated instruments of transfer duly executed in blank or, in the case of Equity Interests that are uncertificated securities Pledged Collateral (as defined in the NY UCCGuarantee and Collateral Agreement) is delivered to the Collateral Agent, the Lien created under the Guarantee and Collateral Agreement shall constitute a fully perfected first priority Lien on, and security interest in, all right, title and interest of the Loan Parties in such Pledged Collateral, in each case prior and superior in right to any other person, and (ii) when financing statements in appropriate form are filed in the offices specified on Schedule 3.19(a), confirmation the Lien created under the Guarantee and evidence Collateral Agreement will constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral (other than Intellectual Property (as defined in the Guarantee and Collateral Agreement) and Collateral in which a security interest may be perfected only by the taking of control), in each case prior and superior in right to any other person, other than with respect to Liens expressly permitted by Section 6.02. (b) Upon the recordation of the Guarantee and Collateral Agreement (or a short-form security agreement in form and substance reasonably satisfactory to the Administrative Agent that Borrower and the Collateral Agent) with the United States Patent and Trademark Office and the United States Copyright Office, together with the financing statements in appropriate form filed in the offices specified on Schedule 3.19(a), the Lien created under the Guarantee and Collateral Agreement shall constitute a fully perfected Lien on, and security interest required to in, all right, title and interest of the Loan Parties in the Intellectual Property (as defined in the Guarantee and Collateral Agreement) in which a security interest may be pledged therein under the Security Agreement has been transferred to and perfected by such filings in the Administrative Agent in accordance with Articles 8 United States and 9 of the NY UCC its territories and all laws otherwise applicable to the perfection of the pledge of such Equity Interests; (ii) financing statements naming each Obligor as a debtor and the Administrative Agent as the secured party (for the benefit of all Secured Parties) or other similar instruments or documentspossessions, in each case suitable for filing, prior and superior in right to be filed under any other person (it being understood that subsequent recordings in the Uniform Commercial Code (or equivalent law) of all jurisdictions as United States Patent and Trademark Office and the United States Copyright Office may be necessary to perfect a Lien on registered trademarks and patents, trademark and patent applications and registered copyrights acquired by the Liens Loan Parties after the date hereof). (c) The Mortgages are effective to create in favor of the Administrative Collateral Agent, for the ratable benefit of the LendersSecured Parties, a legal, valid and enforceable Lien on all of the Loan Parties’ right, title and interest in and to the Mortgaged Property thereunder and the proceeds thereof, and when the Mortgages are filed in the offices specified on Schedule 3.19(c), the Mortgages shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such Mortgaged Property and the proceeds thereof, in each case prior and superior in right to any other person, other than with respect to the rights of persons pursuant to the Security Agreement; (iii) UCC-1 (or equivalent) Lien searches reasonably satisfactory in scope and substance to the Administrative Agent covering each Obligor and its properties; (iv) UCC-3 termination statements, or equivalent, as may be necessary to release all Liens and other rights of any Person in any collateral described in the Security Agreement previously granted expressly permitted by any Person; and (v) all Short-Form IP Security Agreements required to be provided under the Security Agreement, each dated as of the Closing Date, duly executed and delivered by each Obligor that is required to do so under the Security AgreementSection 6.02.

Security Documents. The Administrative Agent shall have received executed counterparts of each Security DocumentDocuments, dated as of Closing Date, duly executed and delivered by each Obligor, together with: (i) subject when executed and delivered, will create in favor of Lender, a legal, valid and enforceable first priority Lien on all of Borrower’s right, title and interest in and to Section 8.17the Collateral and the proceeds thereof and (ii) from and after the First Amendment Effective Date, delivery will create in favor of Lender, a legal, valid and enforceable Lien on all certificates of Borrower’s right, title and interest in and to the Inventory Collateral and the proceeds thereof, (in each case subject only to Permitted Liens), and when the case Security Documents are filed in the offices specified on Schedule 2.10 hereto, the proper amount of Equity Interests that mortgage recording or similar taxes (if any and if not paid as a result of an exemption under 11 U.S.C. 1146(c)) are securities paid and when the UCC financing statements relating to fixtures, Assigned Lease Proceeds, Inventory Collateral and all Proceeds (as defined in the NY UCC)) evidencing [relating to]of any of the issued foregoing are duly filed with the filing offices listed on Schedule 2.10 hereto and outstanding capital securities owned by each Obligor that are required to be pledged under in Delaware, the Security AgreementDocuments shall constitute fully perfected first priority Liens on, which certificates in each case shall be accompanied by undated instruments of transfer duly executed in blank and fully perfected first priority (or, in the case of Equity Interests that are uncertificated securities (as defined in the NY UCC)x) Inventory Collateral, confirmation and evidence reasonably satisfactory junior to the Administrative Agent that Liens in favor of the security interest required to be pledged therein lenders under the Security Agreement has been transferred Working Capital Facility and (y) the Additional Property, junior only to and perfected by the Administrative Agent Liens in accordance with Articles 8 and 9 favor of the NY UCC and all laws otherwise applicable to the perfection of the pledge mortgagee of such Equity Interests; property (iiif any) financing statements naming each Obligor as a debtor and the Administrative Agent as the secured party (for the benefit of all Secured Parties) or other similar instruments or documents, in each case suitable for filing, to be filed under the Uniform Commercial Code (or equivalent law) of all jurisdictions as may be necessary to perfect the Liens of the Administrative Agent, for the benefit of the Lenders, pursuant to the Security Agreement; (iii) UCC-1 (or equivalent) Lien searches reasonably satisfactory in scope and substance to the Administrative Agent covering each Obligor and its properties; (iv) UCC-3 termination statements, or equivalent, as may be necessary to release all Liens and other rights of any Person in any collateral described in the Security Agreement previously granted by any Person; and (v) all Short-Form IP Security Agreements required to be provided under the Security Agreement, each dated effect as of the Closing Date) security interests in, duly executed all right, title and delivered by interest of Borrower in the Collateral and the Inventory Collateral and the proceeds thereof, in each Obligor that is required case subject only to do so under the Security AgreementPermitted Liens.

Security Documents. The Administrative Agent shall have received executed counterparts of each Security DocumentSubject to the Intercreditor Agreement, dated as of Closing Date, duly executed and delivered by each Obligor, together with: (i) subject to Section 8.17, delivery of all certificates (in the case of Equity Interests that are securities (as defined in the NY UCC)) evidencing the issued and outstanding capital securities owned by each Obligor that are required to be pledged under the Security AgreementDocuments, which certificates in each case shall be accompanied by undated instruments of transfer duly executed in blank or, in the case of Equity Interests that are uncertificated securities (as defined in the NY UCC), confirmation upon execution and evidence reasonably satisfactory to the Administrative Agent that the security interest required to be pledged therein under the Security Agreement has been transferred to and perfected delivery by the Administrative Agent parties thereto, are effective to create in accordance with Articles 8 and 9 favor of the NY UCC and all laws otherwise applicable to the perfection of the pledge of such Equity Interests; (ii) financing statements naming each Obligor as a debtor and the Administrative Collateral Agent as the secured party (for the benefit of all Secured Parties) or other similar instruments or documents, in each case suitable for filing, to be filed under the Uniform Commercial Code (or equivalent law) of all jurisdictions as may be necessary to perfect the Liens of the Administrative Agent, for the benefit of the Lendersapplicable Secured Parties legal, valid and enforceable (subject to (a) 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, defenses of set-off or counterclaim, the principle that security expressed to be fixed security may take the effect of floating security, and other matters which are set out as qualifications or reservations as to matters of law of general application in any legal opinion delivered pursuant to the Loan Documents and (b) any filings, notices and registrations and other perfection requirements necessary to create or perfect the Liens on the Collateral granted by the Loan Parties in favor of the Secured Parties (which filings or recordings shall be made to the extent required by any Security Agreement; Document)) first priority Liens on, and security interests in, the Collateral (other than the ABL Priority Collateral) and a second priority Lien on the ABL Priority Collateral, subject to Liens permitted pursuant to Section 6.02 and, (i) when all appropriate filings, notices or recordings are made in the appropriate offices, corporate records or with the appropriate Persons as may be required under applicable laws and/or any Security Document (which filings, notices or recordings shall be made to the extent required by any Security Document), (ii) when Mortgages and other filings in appropriate form are recorded in the appropriate recordation office in the location specified in such Mortgage(s), and (iii) UCC-1 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 equivalent) Lien searches reasonably satisfactory in scope and substance control shall be given to the Administrative Collateral Agent covering each Obligor to the extent required by any Security Document), such Security Document will constitute perfected first priority Lien on, and its properties; security interests in, all right, title and interest of the Loan Parties in such Collateral (ivother than ABL Priority Collateral) UCC-3 termination statements, or equivalentand a second priority Lien on such ABL Priority Collateral, as the case may be necessary be, subject to release all Liens and other rights of any Person in any collateral described in the Security Agreement previously granted by any Person; and (v) all Short-Form IP Security Agreements required permitted pursuant to be provided under the Security Agreement, each dated as of the Closing Date, duly executed and delivered by each Obligor that is required to do so under the Security AgreementSection 6.02.

Security Documents. The Administrative Agent shall have received executed counterparts provisions of each Security DocumentDocument are effective to create in favor of the Administrative Agent for the benefit of the Administrative Agent and the Lenders a legal, dated as valid and enforceable security interest in all right, title and interest of Closing Datethe Loan Party thereto in the "Collateral" described therein. (a) When proper Uniform Commercial Code financing statements or amendments to Uniform Commercial Code financing statements previously filed in connection with this Agreement have been filed in the offices in the jurisdictions listed in Schedule 5.16, duly executed the security interest created by the Security Agreement shall constitute a fully perfected first priority Lien on, and delivered security interest in, all right, title and interest of the Borrower in the "Collateral" described therein, which can be perfected by each Obligor, together with:such filing. (i) subject to Section 8.17, delivery of all When certificates (in representing the case of Equity Interests that are securities Pledged Stock (as defined in the NY UCC)Pledge Agreement) evidencing the issued and outstanding capital securities owned by each Obligor that are required to be pledged under the Security Agreement, which certificates in each case shall be accompanied by undated instruments of transfer duly executed in blank or, in the case of Equity Interests that are uncertificated securities (as defined in the NY UCC), confirmation and evidence reasonably satisfactory delivered to the Administrative Agent that Agent, together with stock powers endorsed in blank by a duly authorized officer of the pledgors thereof, the security interest required to be pledged therein under the Security Agreement has been transferred to and perfected created by the Administrative Agent in accordance with Articles 8 Pledge Agreement shall constitute a fully perfected first priority Lien on, and 9 security interest in, all right, title and interest of the NY UCC and all laws otherwise applicable to pledgors parties thereto in the perfection of the pledge of such Equity Interests;"Collateral" described therein. (ii) financing statements naming each Obligor as The Borrower does not own any property, or have any interest in any property, that is not subject to a debtor and fully perfected first priority Lien on, or security interest in, such property in favor of the Administrative Agent as the secured party (for the benefit of all Secured Parties) or other similar instruments or documents, in each case suitable for filing, to be filed under the Uniform Commercial Code (or equivalent law) of all jurisdictions as may be necessary to perfect the Liens of the Administrative Agent, for the benefit of the Lenders, pursuant to the Security Agreement; (iii) UCC-1 (or equivalent) Lien searches reasonably satisfactory in scope and substance to the Administrative Agent covering each Obligor and the Lenders), subject only to Liens permitted under Section 7.02 other than its ownership interests in the Excluded Subsidiaries, and, prior to the Permitted Securitization, Pinnacle Towers and its properties; (iv) UCC-3 termination statements, or equivalent, as may be necessary to release all Liens and other rights of any Person in any collateral described in the Security Agreement previously granted by any Person; and (v) all Short-Form IP Security Agreements required to be provided under the Security Agreement, each dated as of the Closing Date, duly executed and delivered by each Obligor that is required to do so under the Security AgreementSubsidiaries.

Security Documents. (a) The Administrative Agent shall have received executed counterparts provisions of each this Agreement and any other Canadian Security Document, dated as of Closing Date, duly executed and delivered by each Obligor, together with: (i) subject Agreements are effective to Section 8.17, delivery of all certificates (in the case of Equity Interests that are securities (as defined in the NY UCC)) evidencing the issued and outstanding capital securities owned by each Obligor that are required to be pledged under the Security Agreement, which certificates in each case shall be accompanied by undated instruments of transfer duly executed in blank orcreate, in the case favor of Equity Interests that are uncertificated securities (as defined in the NY UCC), confirmation and evidence reasonably satisfactory to the Administrative Agent that the security interest required to be pledged therein under the Security Agreement has been transferred to and perfected by the Administrative Agent in accordance with Articles 8 and 9 of the NY UCC and all laws otherwise applicable to the perfection of the pledge of such Equity Interests; (ii) financing statements naming each Obligor as a debtor and the Administrative Agent as the secured party (for the benefit of all the Secured Parties) or , a legal, valid and enforceable security interest in all of the Collateral secured thereby (other similar instruments or documents, than such Collateral in each case suitable for filing, to which a security interest cannot be filed created under the Uniform Commercial Code or PPSA as in effect at the relevant time in the relevant jurisdiction), and (i) when financing statements and other filings in appropriate form are filed in the offices set forth on Schedule 9.1.23(a) and (ii) upon the taking of possession or control by Agent (or equivalent lawby the Term Loan Agent subject to the terms of the Intercreditor Agreement) of all jurisdictions as the Collateral with respect to which a security interest may be necessary perfected only by possession or control (which possession or control shall be given to perfect Agent (or the Liens Term Loan Agent subject to the terms of the Administrative Intercreditor Agreement) to the extent possession or control by Agent is required by this Agreement), the security interest created by this Agreement and any other Canadian Security Agreements shall constitute fully perfected first priority (or, subject to the Intercreditor Agreement, second priority) security interests in all right, title and interest of the Obligors in the Collateral covered thereby (other than such Collateral in which a security interest cannot be perfected under the Uniform Commercial Code or PPSA as in effect at the relevant time in the relevant jurisdiction), in each case free of all Liens other than Permitted Liens, and prior and superior to all other Liens other than Permitted Prior Liens. (b) Each Security Document delivered pursuant to Section 7.4, Section 7.6 or Section 10.1.13, upon execution and delivery thereof, is effective to create in favor of Agent, for the benefit of the LendersSecured Parties, pursuant to legal, valid and enforceable Liens on, and security interests in, all of the Security Agreement; Collateral secured thereby (iii) UCC-1 (other than such Collateral in which a security interest cannot be created under the Uniform Commercial Code or equivalent) Lien searches reasonably satisfactory PPSA as in scope effect at the relevant time in the relevant jurisdiction), and substance to when all appropriate filings or recordings are made in the Administrative Agent covering each Obligor and its properties; (iv) UCC-3 termination statements, or equivalent, appropriate offices as may be necessary required under Applicable Law or possession or control is conferred to release Agent, such Security Document will constitute fully perfected first priority (or, subject to the Intercreditor Agreement, second priority) Liens on, and security interests in, all right, title and interest of the Obligors in the Collateral covered thereby (other than such Collateral in which a security interest cannot be perfected under the Uniform Commercial Code or PPSA as in effect at the relevant time in the relevant jurisdiction), in each case free of all Liens other than Permitted Liens, and prior and superior to all other rights Liens other than subject to the terms of any Person in any collateral described in the Security Agreement previously granted by any Person; and (v) all Short-Form IP Security Agreements required to be provided under the Security Intercreditor Agreement, each dated as the Liens in favor of the Closing Date, duly executed and delivered by each Obligor that is required to do so under the Security AgreementTerm Loan Agent.

Security Documents. (a) In order to secure the due and punctual payment of the Note Obligations, when the same shall be due and payable, whether on an Interest Payment Date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of and interest (to the extent permitted by law) on the Notes and performance of all other Note Obligations, (i) the Issuer and the Guarantors, if any, have prior to the Issue Date, entered into Security Documents granting the Collateral Agent a Lien on (A) substantially all the existing and future tangible and intangible assets and rights of the Issuer and the Guarantors, if any (other than, in each case, Excluded Assets) and (B) Equity Interests in all direct Subsidiaries of the Issuer and each Guarantor, if any (other than, in each case, Excluded Capital Stock), and (ii) the Issuer agrees that it shall take all such action as shall be required to ensure that the Note Obligations will (other than, in each case, during any Suspension Period with respect to a series of Notes) be secured by a Lien, subject only to Permitted Liens, on the Collateral. (b) To the extent, but only to the extent, permitted hereby, the Issuer and the Guarantors may incur Additional First Lien Obligations. Any additional class or series of Additional First Lien Obligations will be secured by Liens on the Collateral that rank pari passu with the Liens securing First Lien Obligations, in each case, under and pursuant to the Security Documents, once the Senior Class Debt Representative with respect to any such class or series of Additional First Lien Obligations, acting on behalf of the holders of such series of Additional First Lien Obligations, (1) becomes a party to the First Lien Intercreditor Agreement by satisfying the conditions set forth therein and (2) becomes a party to the Collateral Agency Agreement. (c) If the Issuer or any of the Guarantors incurs Additional First Lien Obligations, the Collateral Agent, on behalf of itself, the other Senior Class Debt Representatives, acting on behalf of the holders of the applicable series of Additional First Lien Obligations, and the other agents (if any) will, as applicable, enter into a joinder to the First Lien Intercreditor Agreement substantially in the form of Exhibit A-1 thereto. (d) If the Issuer or any of the Guarantors incurs Indebtedness secured by a Lien on the Collateral that is junior in priority relative to the Liens on the Collateral securing the First Lien Obligations, the Issuer, the Guarantors, the Collateral Agent, acting on behalf of itself, the Trustee, acting on behalf of the Holders of the Notes, the other collateral agents (if any) and the applicable Junior Lien Representative, on behalf of itself and the applicable Junior Lien Secured Parties, will enter into a junior lien intercreditor agreement, substantially in the form attached hereto as Exhibit F or which otherwise constitutes a junior lien intercreditor agreement that is an Applicable Intercreditor Agreement (any such junior lien intercreditor agreement, the “Junior Lien Intercreditor Agreement”). (e) The Administrative Agent shall Note Documents (other than any Applicable Intercreditor Agreement) will be subject to the terms, limitations and conditions set forth in each Applicable Intercreditor Agreement. Each Holder of Notes, by its acceptance of a Note, is deemed to (i) have received executed counterparts consented and agreed to the terms of each Security DocumentDocument (including the First Lien Intercreditor Agreement and each other Applicable Intercreditor Agreement, dated if any, entered into after the Issue Date in accordance with clause (d) of this Section 12.02), as originally in effect and as amended, supplemented or replaced from time to time in accordance with its terms or the terms of Closing this Indenture, the First Lien Intercreditor Agreement or, if applicable, each Applicable Intercreditor Agreement, (ii) have authorized and directed the Trustee to enter into or execute a joinder with respect to (A) the Collateral Agency Agreement on the Issue Date, duly executed (B) the First Lien Intercreditor Agreement on the Issue Date and delivered (C) each other Applicable Intercreditor Agreement at any time after the Issue Date in accordance with clause (d) of this Section 12.02, (iii) have consented to the appointment of the Collateral Agent pursuant to the Collateral Agency Agreement, (iv) have authorized and directed the Collateral Agent to enter into the Security Documents to which it is, or is intended to be, a party, and (v) have authorized and empowered the Collateral Agent (through the Collateral Agency Agreement, the First Lien Intercreditor Agreement and each other Applicable Intercreditor Agreement, if any) to bind the Holders of Notes as set forth in the Security Documents to which they are a party and to perform its obligations and exercise its rights and powers thereunder, including entering into amendments permitted by each Obligorthe terms of the Note Documents. To the extent that any provision of the Note Documents is not consistent with or contradicts the Collateral Agency Agreement (or the First Lien Intercreditor Agreement or Applicable Intercreditor Agreements (if any)), together withthe Collateral Agency Agreement, the First Lien Intercreditor Agreement and/or the other Applicable Intercreditor Agreements (if any) shall govern. (f) Each Holder of Notes, by its acceptance of a Note, is deemed to have: (i1) subject authorized, consented to Section 8.17and directed the Trustee to enter into and join the Collateral Agency Agreement, delivery including by its execution of all certificates (applicable joinder documentation in the case of Equity Interests that are securities its capacity as “New Senior Class Debt Representative” (as defined in the NY UCC)Collateral Agency Agreement) evidencing in respect of the issued Note Obligations; (2) other than during any Suspension Period, agreed (in its capacity as a Holder of Notes) that it is subject to and outstanding capital securities owned bound by the provisions of the Collateral Agency Agreement, each Obligor that are required to be pledged under Security Document, the First Lien Intercreditor Agreement and each other Applicable Intercreditor Agreement in effect at any time; (3) ratified the Collateral Agent’s execution and delivery of the Security Agreement, which certificates in each case shall be accompanied by undated instruments of transfer duly executed in blank or, in the case of Equity Interests that are uncertificated securities (as defined in the NY UCC), confirmation and evidence reasonably satisfactory Documents prior to the Administrative Agent that the security interest required to be pledged therein under the Security Agreement has been transferred to and perfected by the Administrative Agent date hereof (in accordance with Articles 8 and 9 of the NY UCC and all laws otherwise applicable to the perfection of the pledge of such Equity InterestsCollateral Agency Agreement); (ii4) financing statements naming each Obligor consented and agreed that the Collateral Agent may execute and deliver any additional Security Documents (including any Applicable Intercreditor Agreement) not in effect as a debtor and the Administrative Agent as the secured party (for the benefit of all Secured Parties) or other similar instruments or documents, in each case suitable for filing, to be filed under the Uniform Commercial Code (or equivalent law) of all jurisdictions as may be necessary to perfect the Liens of the Administrative Agent, for date hereof and act in accordance with the benefit of the Lenders, pursuant to the Security Agreementterms thereof; (iii5) UCC-1 (or equivalent) Lien searches reasonably satisfactory in scope and substance subject to the Administrative terms of any Applicable Intercreditor Agreement, consented and agreed that the Collateral Agent covering each Obligor may, in its sole discretion and its properties;without the consent of the Trustee or the Holders, take all actions it deems necessary or appropriate in order to: (ivA) UCC-3 termination statements, or equivalent, as may be necessary to release all Liens and other rights enforce any of any Person in any collateral described in the terms of the Security Agreement previously granted by any PersonDocuments; and (vB) collect and receive any and all Short-Form IP Security Agreements required amounts payable in respect of the Note Obligations of the Issuer and the Guarantors to be provided the Holders, the Collateral Agent or the Trustee under the Security Agreement, each dated as of the Closing Date, duly executed and delivered by each Obligor that is required to do so under the Security AgreementNote Documents.

Security Documents. (a) The Administrative Agent Company and the Second Priority Representative, on behalf of itself and the Second Priority Secured Parties, agrees that it shall not at any time execute or deliver any amendment or other modification to any of the Second Priority Documents in violation of this Agreement. (b) The Company and the First Priority Creditor, on behalf of itself and the First Priority Secured Parties, agrees that it shall not at any time execute or deliver any amendment or other modification to any of the First Priority Documents in violation of this Agreement. (c) In the event the First Priority Creditor enters into any amendment, waiver or consent in respect of any of the First Priority Security Documents for the purpose of adding to, or deleting from, or waiving or consenting to any departures from any provisions of, any First Priority Security Document or changing in any manner the rights of any parties thereunder (other than with respect to amendments, modifications or waivers that secure additional extensions of credit and add additional secured creditors or add additional guarantees or collateral), then such amendment, waiver or consent shall apply to any comparable provision of the Comparable Second Priority Security Document (with all such amendments, waivers and modifications subject to the terms hereof) and the Company and the Second Priority Secured Parties (and the required Second Priority Secured Parties shall instruct the Second Priority Representative in writing to execute the same) will work in good faith to promptly negotiate and execute any necessary amendments to such Comparable Second Priority Security Documents to give effect to this Section 6(c); provided, that (i) no such amendment, waiver or consent shall have received executed counterparts the effect of each removing assets subject to the Lien of any Second Priority Security Document, dated as except to the extent that a release of Closing Datesuch Lien is permitted by Section 4.2, duly executed (ii) any such amendment, waiver or consent that materially and delivered by each Obligoradversely affects the rights of the Second Priority Secured Parties (other than the Second Priority Representative) and does not affect the First Priority Secured Parties in a like or similar manner shall not apply to the Second Priority Security Documents without the consent of the Second Priority Representative (to be given or withheld in accordance with the Second Priority Agreement), together with: and (iii) notice of such amendment, waiver or consent shall be given to the Second Priority Representative no later than 30 days after its effectiveness; provided that the failure to give such notice shall not affect the effectiveness and validity thereof. The Second Priority Documents may not be amended in a manner that would increase (i) subject to Section 8.17, delivery of all certificates (in the case of Equity Interests that are securities (as defined in the NY UCC)) evidencing the issued and outstanding capital securities owned by each Obligor that are required to be pledged under the Security Agreement, which certificates in each case shall be accompanied by undated instruments of transfer duly executed in blank or, in the case of Equity Interests that are uncertificated securities (as defined in the NY UCC), confirmation and evidence reasonably satisfactory to the Administrative Agent that the security interest required to be pledged therein under the Security Agreement has been transferred to and perfected by the Administrative Agent in accordance with Articles 8 and 9 of the NY UCC and all laws otherwise applicable to the perfection of the pledge of such Equity Interests; principal amount thereunder or (ii) financing statements naming each Obligor as a debtor and the Administrative Agent as the secured party (for the benefit of all Secured Parties) or other similar instruments or documentsinterest rate thereon, in each case suitable case, without the prior written consent of the First Priority Creditor. (d) The First Priority Obligations and the Second Priority Obligations may be refinanced or replaced, in whole or in part, in each case, without notice to, or the consent (except to the extent a consent is otherwise required to permit the refinancing transaction under any First Priority Agreement or any Second Priority Agreement) of any First Priority Secured Party or any Second Priority Secured Party, all without affecting the Lien priorities provided for filingherein or the other provisions hereof; provided, to be filed under however, that the Uniform Commercial Code holders of any such refinancing or replacement Indebtedness (or equivalent lawan authorized agent or trustee on their behalf) bind themselves in writing to the terms of this Agreement pursuant to such documents or agreements (including amendments or supplements to this Agreement) as the First Priority Creditor or the Second Priority Representative, as the case may be, shall reasonably request and in form and substance reasonably acceptable to the First Priority Creditor or the Second Priority Representative, as the case may be; provided that such documents or agreements shall comply with Section 6(a) and Section 6(b). (e) If at any time in connection with or after the discharge of all jurisdictions First Priority Obligations, the Company enters into any replacement First Priority Agreement secured by all or a portion of the First Priority Collateral on a first-priority basis, then such prior discharge of First Priority Obligations shall automatically be deemed not to have occurred for the purposes of this Agreement, and the obligations under such replacement First Priority Agreement shall automatically be treated as First Priority Obligations for all purposes of this Agreement, including for purposes of the Lien priorities and rights in respect of the First Priority Collateral (or such portion thereof) set forth therein; provided that, the First Priority Secured Parties, the Second Priority Secured Parties (and the required Second Priority Secured Parties shall instruct the Second Priority Representative to execute the same) and the Company will work in good faith to promptly negotiate and execute an amendment to this Agreement giving effect to this Section 6(e). (f) In connection with any refinancing or replacement contemplated by Section 6(d) or 6(e), this Agreement may be necessary amended at the request and sole expense of the Company, and without the consent of the First Priority Creditor, the First Priority Secured Parties, or the Second Priority Representative or the Second Priority Secured Parties (a) to perfect add parties (or any authorized agent or trustee therefor) providing any such refinancing or replacement indebtedness, (b) to establish that Liens on any First Priority Collateral securing such refinancing or replacement indebtedness shall have the same priority (or junior priority) as the Liens of on any First Priority Collateral securing the Administrative AgentIndebtedness being refinanced or replaced and (c) to establish that Liens on any Second Priority Collateral securing such refinancing or replacement indebtedness shall have the same priority as the Liens on any Second Priority Collateral securing the indebtedness being refinanced or replaced, all on the terms provided for the benefit of the Lenders, pursuant immediately prior to the Security Agreement; (iii) UCC-1 (such refinancing or equivalent) Lien searches reasonably satisfactory in scope and substance to the Administrative Agent covering each Obligor and its properties; (iv) UCC-3 termination statements, or equivalent, as may be necessary to release all Liens and other rights of any Person in any collateral described in the Security Agreement previously granted by any Person; and (v) all Short-Form IP Security Agreements required to be provided under the Security Agreement, each dated as of the Closing Date, duly executed and delivered by each Obligor that is required to do so under the Security Agreementreplacement.

Security Documents. The Administrative Agent (a) On the Initial Borrowing Date, the Borrower and each Subsidiary Guarantor shall have received executed counterparts of each Security Documentduly authorized, dated as of Closing Date, duly executed and delivered by each Obligora Pledge Agreement in the form of Exhibit E (as modified, together with: (iamended or supplemented from time to time in accordance with the terms thereof and hereof, the "Pledge Agreement") subject and shall have delivered to Section 8.17the Collateral Agent, delivery as pledgee thereunder, all of all certificates (the Certificated Securities referred to therein, endorsed in blank in the case of Equity Interests that are securities (as defined in the NY UCC)) evidencing the issued and outstanding capital securities owned by each Obligor that are required to be pledged under the Security Agreement, which certificates in each case shall be promissory notes or accompanied by executed and undated instruments of transfer duly executed in blank or, stock powers in the case of Equity Interests that are uncertificated securities capital stock, and the Pledge Agreement shall be in full force and effect. (b) On the Initial Borrowing Date, the Borrower and each Subsidiary Guarantor shall have duly authorized, executed and delivered a Security Agreement in the form of Exhibit F (as defined modified, amended or supplemented from time to time in accordance with the NY UCCterms thereof and hereof, the "Security Agreement"), confirmation which Security Agreement shall be in full force and evidence reasonably satisfactory to the Administrative Agent that the security interest required to be pledged therein under effect and shall cover all of the Security Agreement has been transferred to Collateral, and perfected by together therewith the Administrative Agent in accordance with Articles 8 Borrower and 9 of the NY UCC and all laws otherwise applicable to the perfection of the pledge of such Equity Interests;each Subsidiary Guarantor shall have delivered: (iiA) financing statements naming each Obligor as a debtor and the Administrative Agent as the secured party executed copies of Financing Statements (for the benefit of all Secured PartiesForm UCC-1) or other similar instruments or documents, appropriate local equivalent in each case suitable appropriate form for filing, to be filed filing under the Uniform Commercial Code (UCC or appropriate local equivalent law) of all jurisdictions each jurisdiction as may be necessary to perfect the Liens of the Administrative Agent, for the benefit of the Lenders, pursuant security interests purported to be created by the Security Agreement; (iiiB) UCC-1 certified copies of Requests for Information or Copies (Form UCC-11), or equivalentequivalent reports, each of a recent date listing all effective financing statements that name the Borrower or any of its Domestic 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) Lien searches reasonably satisfactory in scope and substance above, together with copies of such financing statements that name the Borrower or any of its Domestic Subsidiaries 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 covering each Obligor and its properties(y) to the extent evidencing Permitted Liens); (ivC) UCC-3 termination statementsevidence of the completion of all other recordings and filings of, or equivalentwith respect to, the Security Agreement as may be necessary to release all Liens and other rights of any Person in any collateral described or, in the opinion of the Collateral Agent, desirable to perfect the security interests intended to be created by the Security Agreement previously granted by any PersonAgreement; and (vD) evidence that all Short-Form IP Security Agreements required other actions necessary or, in the reasonable opinion of the Collateral Agent, desirable to perfect the security interests purported to be provided under created by the Security Agreement, each dated as of the Closing Date, duly executed and delivered by each Obligor that is required to do so under the Security AgreementAgreement have been taken.

Security Documents. The Administrative Agent shall have received executed counterparts of each Security Document, dated as of Closing Date, duly executed and delivered by each Obligor, together with: (ia) subject Each Pledge Agreement is effective to Section 8.17, delivery of all certificates (------------------ create in the case of Equity Interests that are securities (as defined in the NY UCC)) evidencing the issued and outstanding capital securities owned by each Obligor that are required to be pledged under the Security Agreement, which certificates in each case shall be accompanied by undated instruments of transfer duly executed in blank or, in the case of Equity Interests that are uncertificated securities (as defined in the NY UCC), confirmation and evidence reasonably satisfactory to the Administrative Agent that the security interest required to be pledged therein under the Security Agreement has been transferred to and perfected by the Administrative Agent in accordance with Articles 8 and 9 of the NY UCC and all laws otherwise applicable to the perfection of the pledge of such Equity Interests; (ii) financing statements naming each Obligor as a debtor and the Administrative Agent as the secured party (for the benefit of all Secured Parties) or other similar instruments or documents, in each case suitable for filing, to be filed under the Uniform Commercial Code (or equivalent law) of all jurisdictions as may be necessary to perfect the Liens favor of the Administrative Agent, for the ratable benefit of the LendersLenders and other secured parties named therein, pursuant to a legal, valid and enforceable security interest in that portion of the Security Agreement; (iii) UCC-1 (or equivalent) Lien searches reasonably satisfactory in scope Collateral described therein and substance proceeds thereof and, when such Collateral is delivered to the Administrative Agent covering Agent, such Pledge Agreement shall constitute a fully perfected first priority Lien on, and security interest in, all right, title and interest of the pledgors thereunder in such Collateral and the proceeds thereof, in each Obligor case prior and its properties;superior in right to any other Person. (ivb) UCC-3 termination statementsEach Security Agreement is effective to create in favor of the Administrative Agent, or equivalent, as may be necessary to release all Liens for the ratable benefit of the Lenders and other rights secured parties named therein, a legal, valid and enforceable security interest in that portion of any Person the Collateral described therein and proceeds thereof and, when financing statements in any collateral described appropriate form as filed in the offices specified in the Perfection Certificates, such Security Agreement previously granted by shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the grantors thereunder in such Collateral and the proceeds thereof, in each case prior and superior in right to any other Person; and (v) all Short-Form IP Security Agreements required , to be the extent provided under the in such Security Agreement, each dated as other than with respect to the rights of Persons pursuant to Liens expressly permitted by Section 8.3. ----------- (c) The Mortgages are effective to create in favor of the Closing DateAdministrative Agent, duly executed for the ratable benefit of the Lenders and delivered other secured parties named therein, a legal, valid and enforceable Lien on all of the right, title and interest of the grantor named therein in and to the Mortgaged Properties thereunder and the proceeds thereof, and when the Mortgages are filed in the offices specified in the Perfection Certificates, the Mortgages shall constitute fully perfected Liens on, and security interests in, all right, title and interest of the such grantor in such Mortgaged Property and the proceeds thereof, in each case prior and superior in right to any other Person, other than with respect to the rights of Persons pursuant to Liens expressly permitted by each Obligor that is required to do so under the Security Agreement.Section 8.3. -----------

Security Documents. The Administrative Agent shall have received executed counterparts (a) Subject to the Carve Out, the Interim Order is (and the Final Order when entered will be) effective to create in favor of each Security Documentthe Lenders legal, dated as of Closing Datevalid, duly executed enforceable and delivered by each Obligor, together with:fully perfected security interests in and Liens on the Collateral described therein. (ib) subject Without limiting the foregoing, the Loan Documents are effective to Section 8.17, delivery of all certificates (create in the case of Equity Interests that are securities (as defined in the NY UCC)) evidencing the issued and outstanding capital securities owned by each Obligor that are required to be pledged under the Security Agreement, which certificates in each case shall be accompanied by undated instruments of transfer duly executed in blank or, in the case of Equity Interests that are uncertificated securities (as defined in the NY UCC), confirmation and evidence reasonably satisfactory to the Administrative Agent that the security interest required to be pledged therein under the Security Agreement has been transferred to and perfected by the Administrative Agent in accordance with Articles 8 and 9 of the NY UCC and all laws otherwise applicable to the perfection of the pledge of such Equity Interests; (ii) financing statements naming each Obligor as a debtor and the Administrative Agent as the secured party (for the benefit of all Secured Parties) or other similar instruments or documents, in each case suitable for filing, to be filed under the Uniform Commercial Code (or equivalent law) of all jurisdictions as may be necessary to perfect the Liens favor of the Administrative Agent, for the benefit of the Lenders, pursuant to a legal, valid and enforceable security interest in the Security Collateral described therein and proceeds thereof. In the case of the Pledged Stock described in the Guarantee and Collateral Agreement; (iii) UCC-1 (or equivalent) Lien searches reasonably satisfactory in scope and substance , when stock certificates representing such Pledged Stock are delivered to the Administrative Agent covering each Obligor Agent, and its properties; (iv) UCC-3 termination statements, or equivalent, as may be necessary to release all Liens and in the case of the other rights of any Person in any collateral Collateral described in the Security Guarantee and Collateral Agreement previously granted in which a security interest may be perfected by filing a financing statement, when financing statements in appropriate form are filed in the offices specified on Schedule 4.19(b), the Guarantee and Collateral Agreement shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral and the proceeds thereof, as security for the Obligations (as defined in the Guarantee and Collateral Agreement), in each case prior and superior in right to any other Person; and. (vc) all Short-Form IP Security Agreements required Each of the Mortgages, when executed and delivered, will be effective to be provided under create in favor of the Security AgreementAdministrative Agent, for the benefit of the Lenders, a legal, valid and enforceable Lien on the Mortgaged Properties described therein and proceeds thereof, and when the Mortgages referred to in Section 6.13 are filed in the offices specified on Schedule 4.19(c), each dated as such Mortgage shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Closing DateLoan Parties in the Mortgaged Properties and the proceeds thereof, duly executed as security for the Obligations (as defined in the relevant Mortgage), in each case prior and delivered by each Obligor that is required superior in right to do so under the Security Agreementany other Person, except for Liens permitted in Section 7.3.

Security Documents. The Administrative Agent shall have received executed counterparts of each Security Document(A) Upon execution by the Pledgors, dated as of Closing Date, duly executed and delivered by each Obligor, together with: (i) subject to Section 8.17, delivery of all certificates (in the case of Equity Interests that are securities (as defined in the NY UCC)) evidencing the issued and outstanding capital securities owned by each Obligor that are required to be pledged under the Security Agreement, which certificates in each case Pledge Agreement shall be accompanied by undated instruments of transfer duly executed effective to create in blank or, in the case of Equity Interests that are uncertificated securities (as defined in the NY UCC), confirmation and evidence reasonably satisfactory to the Administrative Agent that the security interest required to be pledged therein under the Security Agreement has been transferred to and perfected by the Administrative Agent in accordance with Articles 8 and 9 of the NY UCC and all laws otherwise applicable to the perfection of the pledge of such Equity Interests; (ii) financing statements naming each Obligor as a debtor and the Administrative Agent as the secured party (for the benefit of all Secured Parties) or other similar instruments or documents, in each case suitable for filing, to be filed under the Uniform Commercial Code (or equivalent law) of all jurisdictions as may be necessary to perfect the Liens favor of the Administrative Agent, for the ratable benefit of the LendersSecured Parties, a legal, valid and enforceable security interest in the Collateral (as defined in the Equity Pledge Agreement) and, upon filing of UCC financing statements in Maryland and Delaware, Administrative Agent shall have a fully perfected first priority Lien on, and security interest in, all right, title and interest of the Borrowers as Pledgors thereunder, in such Collateral and the proceeds thereof, in each case prior and superior in any right to any other Person. (B) Upon execution and delivery by the applicable Loan Parties pursuant to Section 2.14(F), the Security Mortgage Receivables Pledge Agreement shall be effective to create in favor of the Administrative Agent, for the ratable benefit of the Secured Parties, a legal, valid and enforceable security interest in the Collateral (as defined in the Mortgage Receivables Pledge Agreement;) and, upon delivery of the promissory note evidencing the Mortgage Receivables included in the Collateral (as defined in the Mortgage Receivables Pledge Agreement), Administrative Agent shall have a fully perfected first priority Lien on, and security interest in, all right, title and interest of the pledgors thereunder in such Collateral and the proceeds thereof, in each case prior and superior in any right to any other Person. (iiiC) UCC-1 (or equivalent) Lien searches reasonably satisfactory Upon execution and delivery by the applicable Loan Parties pursuant to Section 2.14(F), the Mortgages shall be effective to create in scope and substance to favor of the Administrative Agent covering each Obligor Agent, for the ratable benefit of the Secured Parties, a legal, valid and its properties; (iv) UCC-3 termination statements, or equivalent, as may be necessary to release all Liens and other rights of any Person in any collateral described enforceable security interest in the Trust Property and Secured Property (each as defined in the Mortgages) and, when the Mortgages and the related financing statements are filed in the Real Estate Recording Office (as defined in the respective Real Estate Security Agreement previously granted by any Person; and (v) Documents), the Mortgages shall constitute fully perfected Liens on, and security interest in, all Short-Form IP Security Agreements required to be provided under the Security Agreementright, each dated as title and interest of the Closing DateBorrowers and Guarantors in such Trust Property and Secured Property and the proceeds thereof, duly executed in each case prior and delivered by each Obligor that is required superior in right to do so under the Security Agreementany other Person (subject to Permitted Liens).

Security Documents. (a) The Administrative Agent shall have received executed counterparts of each Security Document, dated as of Closing Date, duly executed and delivered by each Obligor, together with: (i) subject to Section 8.17, delivery of all certificates (security interests created in the case of Equity Interests that are securities (as defined in the NY UCC)) evidencing the issued and outstanding capital securities owned by each Obligor that are required to be pledged under the Security Agreement, which certificates in each case shall be accompanied by undated instruments of transfer duly executed in blank or, in the case of Equity Interests that are uncertificated securities (as defined in the NY UCC), confirmation and evidence reasonably satisfactory to the Administrative Agent that the security interest required to be pledged therein under the Security Agreement has been transferred to and perfected by the Administrative Agent in accordance with Articles 8 and 9 favor of the NY UCC and all laws otherwise applicable to the perfection of the pledge of such Equity Interests; (ii) financing statements naming each Obligor Collateral Agent, as a debtor and the Administrative Agent as the secured party (Pledgee, for the benefit of all the Secured Parties) or other similar instruments or documentsCreditors, in each case suitable for filing, to be filed under the Uniform Commercial Code (or equivalent law) Pledge Agreement constitute first priority perfected security interests in the Pledge Agreement Collateral described in the Pledge Agreement, subject to no security interests of all jurisdictions as may be necessary to perfect the any other Person other than Permitted Liens of the Administrative type described in Section 9.01(i). Except as have been obtained or made on or prior to the Restatement Effective Date (or prior to the date required by Section 8.11 or 8.12, as applicable), no filings or recordings are required in order to perfect (or maintain the perfection or priority of) the security interests created in the Pledge Agreement Collateral under the Pledge Agreement. (b) The provisions of the Security Agreement are effective to create in favor of the Collateral Agent for the benefit of the Secured Creditors a legal, valid and enforceable security interest in all right, title and interest of the Credit Parties party thereto in the Security Agreement Collateral described therein, and the Collateral Agent, for the benefit of the LendersSecured Creditors has (or, pursuant to within 3 days after the Restatement Effective Date, will have) a fully perfected first lien on, and security interest in, all right, title and interest in all of the Security Agreement;Agreement Collateral described therein, subject to no other Liens other than Permitted Liens of the type described in Section 9.01(i). (iiic) UCC-1 On and after the execution and delivery thereof, each Mortgage shall create, as security for the obligations purported to be secured thereby, a valid and enforceable perfected security interest in and Lien on all of the Mortgaged Property referred to therein in favor of the Collateral Agent (or equivalent) Lien searches reasonably satisfactory in scope and substance to the Administrative Agent covering each Obligor and its properties; (iv) UCC-3 termination statements, or equivalent, such other trustee as may be necessary required or desired under local law) for the benefit of the Secured Creditors, superior to release and prior to the rights of all third persons (except that the security interest created in such Mortgaged Property may be subject to the Permitted Encumbrances related thereto) and subject to no other Liens (other than Permitted Liens). Each of the Borrower and its Subsidiaries has good and marketable title at the time of the grant thereof and at all times thereafter to all Mortgaged Properties free and clear of all Liens and other rights of any Person in any collateral except those described in the Security Agreement previously granted by any Person; and (v) all Short-Form IP Security Agreements required to be provided under the Security Agreement, each dated as of the Closing Date, duly executed and delivered by each Obligor that is required to do so under the Security Agreementimmediately preceding sentence.

Security Documents. (a) The Administrative Agent shall have received executed counterparts of each Security Document, dated as of Closing Date, duly executed and delivered by each Obligor, together with: (i) subject to Section 8.17, delivery of all certificates (in the case of Equity Interests that are securities (as defined in the NY UCC)) evidencing the issued and outstanding capital securities owned by each Obligor that are required to be pledged under the Security Collateral Agreement, which certificates in each case shall be accompanied by undated instruments of transfer duly executed in blank or, in the case of Equity Interests that are uncertificated securities (as defined in the NY UCC), confirmation upon execution and evidence reasonably satisfactory to the Administrative Agent that the security interest required to be pledged therein under the Security Agreement has been transferred to and perfected delivery thereof by the Administrative Agent parties thereto, will create in accordance with Articles 8 and 9 of the NY UCC and all laws otherwise applicable to the perfection of the pledge of such Equity Interests; (ii) financing statements naming each Obligor as a debtor and the Administrative Agent as the secured party (for the benefit of all Secured Parties) or other similar instruments or documents, in each case suitable for filing, to be filed under the Uniform Commercial Code (or equivalent law) of all jurisdictions as may be necessary to perfect the Liens favor of the Administrative Agent, for the ratable benefit of the LendersSecured Parties, a legal, valid and enforceable (subject to 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) second priority security interest in the Collateral (as defined in the Collateral Agreement) and (i) when, pursuant to the Security Intercreditor Agreement;, the Pledged Collateral (as defined in the Collateral Agreement), together with effective endorsements thereof to the First Lien Administrative Agent or in blank, is delivered to the First Lien Administrative Agent, the Lien created under the Collateral Agreement shall constitute a fully perfected second priority Lien on, and security interest in, all right, title and interest of the Loan Parties in such Pledged Collateral, in each case prior and superior in right to any other Person (other than the First Lien Administrative Agent), and (ii) when financing statements in appropriate form are filed in the offices specified on Schedule 3.18(a), the Lien created under the Collateral Agreement will constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral (other than Intellectual Property, as defined in the Collateral Agreement and deposit accounts or other Collateral with respect to which a security interest may not be perfected by the filing of financing statements), in each case prior and superior in right to any other Person, other than the First Lien Agent and other than with respect to Liens expressly permitted by Section 6.02. (iiib) UCC-1 Upon the recordation of the Collateral Agreement (or equivalent) Lien searches a short-form security agreement in form and substance reasonably satisfactory to the Borrower and the Administrative Agent) with the United States Patent and Trademark Office and the United States Copyright Office, together with the financing statements in scope appropriate form filed in the offices specified on Schedule 3.18(a), the Lien created under the Collateral Agreement will constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in the Intellectual Property (as defined in the Collateral Agreement) in which a security interest may be perfected by the filing of the Collateral Agreement (or a short-form security agreement in form and substance reasonably satisfactory to the Borrower and the Administrative Agent) with the United States Patent and Trademark Office and the United States Copyright Office, together with the financing statements in appropriate form filed in the offices specified on Schedule 3.18(a), in each case prior and superior in right to any other Person (other than the First Lien Administrative Agent covering each Obligor and its properties; other than with respect to Liens expressly permitted by Section 6.02 (iv) UCC-3 termination statements, or equivalent, as it being understood that subsequent recordings in the United States Patent and Trademark Office and the United States Copyright Office may be necessary to release all Liens perfect a Lien on registered trademarks and other rights of any Person in any collateral described in patents, trademark and patent applications and registered copyrights acquired by the Security Agreement previously granted by any Person; and (v) all Short-Form IP Security Agreements required to be provided under Loan Parties after the Security Agreement, each dated as of the Closing Effective Date, duly executed and delivered by each Obligor that is required to do so under the Security Agreement).

Security Documents. The Administrative Agent shall have received executed counterparts of each Security Documentthe Collateral Agreement, dated as of the Closing Date, duly executed and delivered by the Borrower and each Obligorof its Subsidiaries other than Excluded Foreign Subsidiaries, together with: (i) subject to Section 8.17, delivery of all certificates (in the case of Equity Interests that are securities (as defined in the NY UCC)) evidencing the issued and outstanding capital securities owned by each Obligor the Borrower and its Subsidiaries that are required to be pledged under the Security Agreement, which certificates in each case shall be accompanied by undated instruments of transfer duly executed in blank blank, or, in the case of Equity Interests that are uncertificated securities (as defined in the NY UCC), confirmation and evidence reasonably satisfactory to the Administrative Agent that the security interest required to be pledged therein under the Security Collateral Agreement has been transferred to and perfected by the Administrative Agent in accordance with Articles 8 and 9 of the NY UCC and all laws Laws otherwise applicable to the perfection of the pledge of such Equity Interests; (ii) promissory notes together with undated note powers executed in blank to the extent required to be Collateral pursuant to the definition of the term “Collateral and Guarantee Requirement”; (iii) financing statements naming the Borrower and each Obligor Subsidiary (other than Excluded Foreign Subsidiaries) as a debtor and the Administrative Agent as the secured party (for the benefit of all Secured Parties) party, or other similar instruments instruments, registrations or documents, in each case suitable for filing, to be filed under the Uniform Commercial Code UCC (or equivalent law) of all jurisdictions as may be necessary or, in the commercially reasonable opinion of the Administrative Agent, desirable to perfect the Liens of the Administrative Agent, for the benefit of the Lenders, Agent pursuant to the Security Collateral Agreement; (iii) UCC-1 (or equivalent) Lien searches reasonably satisfactory in scope and substance to the Administrative Agent covering each Obligor and its properties; (iv) UCC-3 termination statements, or equivalent, as may be necessary to release all Liens (other than Liens permitted under Section 6.02) and other rights of any Person in any collateral described in the Security Collateral Agreement previously granted by any Person; and (v) all Short-Form IP Security Agreements required to be provided under the Security Collateral Agreement, each dated as of the Closing Date, duly executed and delivered by the Borrower and each Obligor that is required to do so under the Security AgreementSubsidiary, as applicable.

Security Documents. (a) The Administrative Agent shall have received executed counterparts of each Security DocumentInstruments, dated as of Closing Date, duly executed upon execution and delivered by each Obligor, together with: (i) subject to Section 8.17, delivery of all certificates (in the case of Equity Interests that are securities (as defined in the NY UCC)) evidencing the issued and outstanding capital securities owned by each Obligor that are required to be pledged under the Security Agreement, which certificates in each case shall be accompanied by undated instruments of transfer duly executed in blank or, in the case of Equity Interests that are uncertificated securities (as defined in the NY UCC), confirmation and evidence reasonably satisfactory to the Administrative Agent that the security interest required to be pledged therein under the Security Agreement has been transferred to and perfected thereof by the Administrative Agent parties thereto, will create in accordance with Articles 8 and 9 of the NY UCC and all laws otherwise applicable to the perfection of the pledge of such Equity Interests; (ii) financing statements naming each Obligor as a debtor and the Administrative Agent as the secured party (for the benefit of all Secured Parties) or other similar instruments or documents, in each case suitable for filing, to be filed under the Uniform Commercial Code (or equivalent law) of all jurisdictions as may be necessary to perfect the Liens favor of the Administrative Agent, for the ratable benefit of the LendersSecured Parties, pursuant a legal, valid and enforceable first priority security interest in the collateral described therein and the proceeds thereof and (i) to the Security extent that any Pledged Securities (as defined in the Guarantee and Collateral Agreement; ) constitute “securities” under Article 8 of the New York UCC (iii) UCC-1 (or equivalent) Lien searches reasonably satisfactory as defined in scope the Guarantee and substance Collateral Agreement), when such Pledged Securities are delivered to the Administrative Agent covering each Obligor Agent, the Lien created under the Guarantee and its properties; Collateral Agreement shall constitute a perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such Pledged Securities, and (ivii) UCC-3 termination statements, or equivalent, as may be necessary to release all Liens and other rights of any Person when financing statements in any collateral described appropriate form are recorded in the Security Agreement previously granted by any Person; and (v) all Short-Form IP Security Agreements required to be provided offices specified on Schedule 3 of the Guarantee and Collateral Agreement, the Lien created under the Security AgreementInstruments will constitute a perfected Lien on, each dated as and security interest in, all right, title and interest of the Closing DateLoan Parties in such collateral to the extent that such Lien can be perfected by the filing of a financing statement, duly executed in each case subject only to Specified Liens. (b) The Mortgages are effective to create in favor of the Administrative Agent, for the ratable benefit of the Secured Parties, a legal, valid and delivered by enforceable Lien on all of the Loan Parties’ right, title and interest in and to the Mortgaged Property (as defined therein) and the proceeds thereof, and when the Mortgages are recorded in the appropriate filing offices, the Mortgages shall constitute a perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such Mortgaged Property and the proceeds thereof, in each Obligor that is required case prior and superior in right to do so under any other Person, other than with respect to the Security Agreementrights of Persons pursuant to Specified Liens.

Security Documents. The Administrative Agent shall have received executed counterparts of all Security Documents, each Security Document, dated as of the Closing Date, duly executed and delivered by each Obligorthe applicable Obligors, together with: (i) subject to Section 8.17, The delivery of all certificates (in the case of Equity Interests that are securities (as defined in the NY UCC)) evidencing the issued and outstanding capital securities owned by each Obligor of the Subsidiary Guarantors that are were required to be pledged under the any Security AgreementDocument, which certificates in each case shall be were accompanied by undated instruments of transfer duly executed in blank blank, or, in the case of Equity Interests that are were uncertificated securities (as defined in the NY UCC), confirmation and evidence reasonably satisfactory to the Administrative Agent and the Noteholders that the security interest required to be pledged therein under the any Security Agreement has Document had 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 NY UCC and all laws Laws otherwise applicable to the perfection of the pledge of such Equity Interests;; ​ (ii) financing statements naming each Obligor as a debtor and the Administrative Agent as the secured party (for the benefit of all Secured Parties) party, or other similar instruments instruments, registrations, or documents, in each case suitable for filing, to be filed under the Uniform Commercial Code UCC (or equivalent lawLaw) of all jurisdictions as may be was reasonably necessary to perfect the Liens of the Administrative Agent, for the benefit of the Lenders, Secured Parties pursuant to the any Security AgreementDocument; (iii) UCC-1 evidence that the Minimum Liquidity Account and all deposit accounts, lockboxes, disbursement accounts, investment accounts (or equivalentother similar cash or bank accounts) Lien searches reasonably satisfactory in scope and substance to of the Administrative Agent covering each Obligor and its propertiesSubsidiary Guarantors were at the Closing Date Controlled Accounts; (iv) UCC-3 termination statementsevidence that all such Controlled Accounts were subject to one or more account control agreements, or equivalentthe equivalent in a foreign law jurisdiction, as may be necessary to release all Liens in favor of, and other rights of any Person satisfactory in any collateral described in form and substance to, the Security Agreement previously granted by any PersonAdministrative Agent; and (v) all Short-Form IP Security Agreements required notices of assignment, share deliverables and other ancillary documents necessary to be provided under perfect the Security Agreement, each dated as Liens of the Closing Date, duly executed and delivered by each Obligor that is required Secured Parties pursuant to do so under the any Foreign Collateral Security AgreementDocument.

Security Documents. The Administrative (a) On the Effective Date, the Borrower shall have duly authorized, executed and delivered the Pledge Agreement in the form of Exhibit F (as modified, supplemented or amended from time to time, the "Pledge Agreement") and, to the extent contemplated by the Pledge Agreement, shall have delivered to the Collateral Agent, as pledgee thereunder, the Collateral, and the Pledge Agreement shall be in full force and effect. (b) On the Effective Date, (i) the Borrower, DBAG as an Existing LC Issuer and the Collateral Agent shall have received executed counterparts of each Security Documentduly authorized, dated as of Closing Date, duly executed and delivered by a letter agreement and (ii) the Borrower, Citibank, as an Existing LC Issuer and the Collateral Agent shall have duly authorized, executed and delivered a letter agreement, each Obligorin the form of Exhibit G (each as modified, together withsupplemented or amended from time to time, an "Intercreditor Agreement" and collectively the "Intercreditor Agreements"), and the Intercreditor Agreements shall be in full force and effect. (c) On or prior to the Effective Date, the Credit Parties shall have delivered to the Collateral Agent: (i) subject to Section 8.17, delivery of all certificates proper Financing Statements (in Form UCC-1 or the case of Equity Interests that are securities (as defined in the NY UCC)appropriate equivalent) evidencing the issued and outstanding capital securities owned by each Obligor that are required to be pledged fully executed for filing under the Security Agreement, which certificates in UCC of each case shall jurisdiction as may be accompanied by undated instruments of transfer duly executed in blank necessary or, in the case opinion of Equity Interests that are uncertificated securities (as defined in the NY UCC)Collateral Agent, confirmation and evidence reasonably satisfactory desirable to the Administrative Agent that perfect the security interest required interests purported to be pledged therein under created by the Security Agreement has been transferred to and perfected by the Administrative Agent in accordance with Articles 8 and 9 of the NY UCC and all laws otherwise applicable to the perfection of the pledge of such Equity InterestsDocuments; (ii) financing statements naming each Obligor as a debtor and certified copies of Requests for Information or Copies (Form UCC-11), or equivalent reports, listing all effective Financing Statements that name the Administrative Agent as the secured party (for the benefit Parent or any of all Secured Parties) or other similar instruments or documentsits Subsidiaries, in each case suitable for filingas debtor and that are filed in the jurisdictions referred to in clause (i) above, to be together with copies of such other Financing Statements filed under in any other jurisdiction that name the Uniform Commercial Code Parent or any of its Subsidiaries as debtor (or equivalent law) none of all jurisdictions as may be necessary to perfect which shall cover the Liens of the Administrative Agent, for the benefit of the Lenders, pursuant Collateral except to the Security Agreementextent evidencing Permitted Liens); (iii) UCC-1 (evidence of the completion of all other recordings and filings of, or equivalent) Lien searches reasonably satisfactory with respect to, the Security Documents as may be necessary or, in scope and substance the reasonable opinion of the Collateral Agent, desirable to effectively to perfect the Administrative Agent covering each Obligor and its properties;security interests purported to be created by the Security Documents; and (iv) UCC-3 termination statementsevidence that all other actions necessary or, or equivalent, as may be necessary to release all Liens and other rights of any Person in any collateral described in the Security Agreement previously granted by any Person; and (v) all Short-Form IP Security Agreements required reasonable opinion of the Collateral Agent, desirable to perfect and protect the security interests purported to be provided under created by the Security Agreement, each dated as of the Closing Date, duly executed and delivered by each Obligor that is required to do so under the Security Agreement.Documents have been taken;

Security Documents. (a) The Administrative Agent shall have received executed counterparts of each Security Document, dated as of Closing Date, duly executed and delivered by each Obligor, together with: (i) subject to Section 8.17, delivery of all certificates (in the case of Equity Interests that are securities (as defined in the NY UCC)) evidencing the issued and outstanding capital securities owned by each Obligor that are required to be pledged under the Security Agreement, which certificates in each case shall be accompanied by undated instruments of transfer duly executed in blank or, in the case of Equity Interests that are uncertificated securities (as defined in the NY UCC), confirmation and evidence reasonably satisfactory to the Administrative Agent that the security interest required to be pledged therein under the Security Agreement has been transferred is effective to and perfected by the Administrative Agent create in accordance with Articles 8 and 9 of the NY UCC and all laws otherwise applicable to the perfection of the pledge of such Equity Interests; (ii) financing statements naming each Obligor as a debtor and the Administrative Agent as the secured party (for the benefit of all Secured Parties) or other similar instruments or documents, in each case suitable for filing, to be filed under the Uniform Commercial Code (or equivalent law) of all jurisdictions as may be necessary to perfect the Liens favor of the Administrative Agent, for the benefit of the LendersSecured Parties, pursuant to a legal, valid, binding and enforceable security interest in the Collateral described therein and proceeds and products thereof. In the case of the Pledged Stock described in the Security Agreement; (iii) UCC-1 (or equivalent) Lien searches reasonably satisfactory in scope and substance , when any stock certificates representing such Pledged Stock are delivered to the Administrative Agent covering each Obligor and its properties; (iv) UCC-3 termination statements, or equivalentFirst Lien Credit Agent, as may be necessary to release all Liens agent and bailee for the Administrative Agent, and in the case of the other rights of any Person in any collateral Collateral described in the Security Agreement previously granted which may be perfected by filing a financing statement, when financing statements in appropriate form are filed in the offices specified on Schedule 6.29(a)-1 (which financing statements may be filed by the Administrative Agent) and such other filings as are specified on Schedule 3 to the Security Agreement have been completed (all of which filings may be filed by the Administrative Agent), the Security Agreement shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral and the proceeds and products thereof, as security for the Obligations, in each case prior and superior in right to any Person; andother Person (except Permitted Liens). Schedule 6.29(a)-2 lists each UCC financing statement that (i) names any Loan Party as debtor and (ii) will be terminated on or prior to the Effective Time or the Output Closing Time (as applicable). (vb) all Short-Form IP Security Agreements required Each of the Mortgages is effective to create in favor of the Administrative Agent, for the benefit of the Secured Parties, a legal, valid, binding and enforceable Lien on the Mortgaged Properties described therein and proceeds and products thereof; and when the Mortgages are filed in the offices specified on Schedule 6.29(b) (in the case of Mortgages to be provided under the Security Agreement, each dated as of the Closing Date, duly executed and delivered on the Effective Date or the Output Closing Time (as applicable)) or in the recording office designated by the Company (in the case of any Mortgage to be executed and delivered pursuant to Section 7.14(b)), each Obligor that is required Mortgage shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in the Mortgaged Properties described therein and the proceeds and products thereof, as security for the Obligations, in each case prior and superior in right to do so under any other Person (other than Persons holding Liens or other encumbrances or rights permitted by the Security Agreementrelevant Mortgage).

Security Documents. (a) The Administrative Agent shall have received executed counterparts of each Security Document, dated as of Closing Date, duly executed and delivered by each Obligor, together with: (i) subject to Section 8.17, delivery of all certificates (in the case of Equity Interests that are securities (as defined in the NY UCC)) evidencing the issued and outstanding capital securities owned by each Obligor that are required to be pledged under the Security Agreement, which certificates in each case shall be accompanied by undated instruments of transfer duly executed in blank or, in the case of Equity Interests that are uncertificated securities (as defined in the NY UCC), confirmation and evidence reasonably satisfactory to the Administrative Agent that the security interest required to be pledged therein under the Security Agreement has been transferred is effective to and perfected by the Administrative Agent create in accordance with Articles 8 and 9 of the NY UCC and all laws otherwise applicable to the perfection of the pledge of such Equity Interests; (ii) financing statements naming each Obligor as a debtor and the Administrative Agent as the secured party (for the benefit of all Secured Parties) or other similar instruments or documents, in each case suitable for filing, to be filed under the Uniform Commercial Code (or equivalent law) of all jurisdictions as may be necessary to perfect the Liens favor of the Administrative Agent, for the ratable benefit of the LendersSecured Parties, pursuant to a legal, valid, binding and enforceable security interest in the Security Agreement; Collateral described therein and proceeds thereof and (iiii) UCC-1 in the case of the Pledged Collateral, upon the earlier of (or equivalentA) Lien searches reasonably satisfactory in scope and substance delivery of such Pledged Collateral to the Administrative Agent covering each Obligor and its properties; (ivB) UCC-3 termination statementsfiling of financing statements in appropriate form in the offices specified on Schedule 3.19(a) and (ii) in the case of all other Collateral described therein, or equivalentwhen financing statements in appropriate form are filed in the offices specified on Schedule 3.19(a), the Security Agreement shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Secured Parties in the Collateral described therein and proceeds thereof, as may be necessary security for the Obligations, in each case prior and superior to release all Liens and other the rights of any Person other Person, subject only to Permitted Liens. (b) Each Mortgage is effective to create in any collateral favor of the Administrative Agent, for the ratable benefit of the Secured Parties, a legal, valid, binding and enforceable Lien on, and security interest in, all of the Borrowers’ right, title and interest in and to the Mortgaged Properties thereunder and the other Collateral described in the Security Agreement previously granted Mortgage, and, in each case, proceeds thereof, and when the Mortgage is filed in the offices specified on Schedule 3.19(b), the Mortgage shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the grantors thereof in such Collateral, as security for the Obligations, in each case prior and superior to the rights of any other Person, subject only to subject only to Permitted Liens. (c) Schedule 3.19(c) lists completely and correctly as of the Closing Date all bank, securities and commodities accounts (the “Accounts”) of each Borrower; provided for the avoidance of doubt, the Legacy Accounts and the PILOT Loan Accounts listed in Schedule 3.19(c) are not owned or held by any Person; and (v) all Short-Form IP Security Agreements required to be provided under the Security Agreement, each dated Borrower as of the Closing Date. Each of the Control Agreements is effective to create and perfect in favor of the Administrative Agent, duly executed for the ratable benefit of the Secured Parties, a legal, valid, binding and delivered by enforceable security interest in the Accounts described therein and proceeds and products thereof. Upon the execution of the Control Agreements, such Security Documents shall constitute perfected Liens on, and security interests in, all right, title and interest in the accounts described therein and the proceeds and products thereof, as security for the Obligations, in each Obligor that is required case prior and superior to do so under the Security Agreementrights of any other Person, subject only to Permitted Liens.

Security Documents. The Administrative Agent (a) Each Loan Party and each Second Lien Priority Representative, on behalf of itself and the Second Lien Priority Secured Parties, agrees that it shall not at any time execute or deliver any amendment or other modification to any of the Second Lien Priority Documents inconsistent with or in violation of this Agreement. (b) Each Loan Party and each First Lien Priority Representative, on behalf of itself and the First Lien Priority Secured Parties, agrees that it shall not at any time execute or deliver any amendment or other modification to any of the First Lien Priority Documents inconsistent with or in violation of this Agreement. (c) In the event the Controlling First Lien Priority Representative enters into any amendment, waiver or consent in respect of any of the First Lien Priority Security Documents for the purpose of adding to, or deleting from, or waiving or consenting to any departures from any provisions of, any First Lien Priority Security Document or changing in any manner the rights of any parties thereunder, then such amendment, waiver or consent shall apply automatically to any comparable provision of the Comparable Second Lien Priority Security Document without the consent of or action by any Second Lien Priority Secured Party (with all such amendments, waivers and modifications subject to the terms hereof); provided that (other than with respect to amendments, modifications or waivers that secure additional extensions of credit and add additional secured creditors and do not violate the express provisions of the Second Lien Priority Agreements), (i) no such amendment, waiver or consent shall have received executed counterparts the effect of each removing assets subject to the Lien of any Second Lien Priority Security Document, dated as unless also removed from the assets securing the First Lien Priority Obligations or except to the extent that a release of Closing Datesuch Lien is permitted by Section 4.2, duly executed (ii) any such amendment, waiver or consent that materially and delivered by each Obligoradversely affects the rights of the Second Lien Priority Secured Parties (other than the Second Lien Priority Representatives) and does not affect the First Lien Priority Secured Parties in a like or similar manner shall not apply to the Second Lien Priority Security Documents without the consent of the Second Lien Priority Representative, together with: (i) subject to Section 8.17, delivery acting at the written direction of all certificates (in the case of Equity Interests that are securities (as defined in the NY UCC)) evidencing the issued and outstanding capital securities owned by each Obligor that are Second Lien Priority Secured Parties required to be pledged direct the Second Lien Priority Representative under the Security AgreementSecond Lien Priority Agreements, which certificates in each case shall be accompanied by undated instruments of transfer duly executed in blank or(iii) no such amendment, in the case of Equity Interests that are uncertificated securities (as defined in the NY UCC), confirmation and evidence reasonably satisfactory waiver or consent with respect to the Administrative Agent that the security interest required to be pledged therein under the Security Agreement has been transferred to and perfected by the Administrative Agent in accordance with Articles 8 and 9 of the NY UCC and all laws otherwise any provision applicable to the perfection Second Lien Priority Representatives under the Second Lien Priority Documents shall be made without the prior written consent of the pledge of such Equity Interests; (ii) financing statements naming each Obligor as a debtor Second Lien Priority Representatives and the Administrative Agent as the secured party (for the benefit of all Secured Parties) or other similar instruments or documents, in each case suitable for filing, to be filed under the Uniform Commercial Code (or equivalent law) of all jurisdictions as may be necessary to perfect the Liens of the Administrative Agent, for the benefit of the Lenders, pursuant to the Security Agreement; (iii) UCC-1 (or equivalent) Lien searches reasonably satisfactory in scope and substance to the Administrative Agent covering each Obligor and its properties; (iv) UCC-3 termination statementsnotice of such amendment, waiver or equivalentconsent shall be given to the Second Lien Priority Representatives no later than 30 days after its effectiveness, as may be necessary provided that the failure to release all Liens give such notice shall not affect the effectiveness and other rights of any Person in any collateral described in the Security Agreement previously granted by any Person; and (v) all Short-Form IP Security Agreements required to be provided under the Security Agreement, each dated as of the Closing Date, duly executed and delivered by each Obligor that is required to do so under the Security Agreementvalidity thereof.

Security Documents. (a) The Administrative Agent shall have received executed counterparts of each Security Document, dated as of Closing Date, duly executed Guarantee and delivered by each Obligor, together with: (i) subject Collateral Agreement is effective to Section 8.17, delivery of all certificates (create in the case of Equity Interests that are securities (as defined in the NY UCC)) evidencing the issued and outstanding capital securities owned by each Obligor that are required to be pledged under the Security Agreement, which certificates in each case shall be accompanied by undated instruments of transfer duly executed in blank or, in the case of Equity Interests that are uncertificated securities (as defined in the NY UCC), confirmation and evidence reasonably satisfactory to the Administrative Agent that the security interest required to be pledged therein under the Security Agreement has been transferred to and perfected by the Administrative Agent in accordance with Articles 8 and 9 of the NY UCC and all laws otherwise applicable to the perfection of the pledge of such Equity Interests; (ii) financing statements naming each Obligor as a debtor and the Administrative Agent as the secured party (for the benefit of all Secured Parties) or other similar instruments or documents, in each case suitable for filing, to be filed under the Uniform Commercial Code (or equivalent law) of all jurisdictions as may be necessary to perfect the Liens favor of the Administrative Agent, for the benefit of the Lenders, pursuant to a legal, valid and enforceable security interest in the Security Collateral described therein and proceeds thereof. In the case of the Pledged Stock described in the Guarantee and Collateral Agreement; (iii) UCC-1 (or equivalent) Lien searches reasonably satisfactory in scope and substance , when stock certificates representing such Pledged Stock are delivered to the Administrative Agent covering each Obligor Agent, and its properties; (iv) UCC-3 termination statements, or equivalent, as may be necessary to release all Liens and in the case of the other rights of any Person in any collateral Collateral described in the Security Guarantee and Collateral Agreement, when financing statements and other filings specified on Schedule 4.19(a) in appropriate form are filed in the offices specified on Schedule 4.19(a), the Guarantee and Collateral Agreement previously granted shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral and the proceeds thereof, as security for the Obligations (as defined in the Guarantee and Collateral Agreement), in each case prior and superior in right to any other Person (except, in the case of Collateral other than Pledged Stock, Liens permitted by any Person; andSection 7.3). (vb) all Short-Form IP Security Agreements required Each of the Mortgages is effective to be provided under create in favor of the Security AgreementAdministrative Agent, for the benefit of the Lenders, a legal, valid and enforceable Lien on the Mortgaged Properties described therein and proceeds thereof, and when the Mortgages are filed in the offices specified on Schedule 4.19(b), each dated as such Mortgage shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Closing Loan Parties in the Mortgaged Properties and the proceeds thereof, as security for the Obligations (as defined in the relevant Mortgage), in each case prior and superior in right to any other Person. As of the Funding Date, duly executed and delivered Schedule 1.1B lists each of the real properties in the United States owned in fee simple by each Obligor that is required to do so under the Security AgreementBorrower or any of its Subsidiaries having a value, in the reasonable opinion of the Borrower, in excess of $1,000,000.

Security Documents. The Administrative Agent shall have received executed counterparts of each Security Document, dated as of Closing Date, duly executed and delivered by each Obligor, together with: (a) (i) subject to Section 8.17The Security Agreement and Pledge Agreement, each upon execution and delivery thereof by the respective parties thereto, will create in favor of the Collateral Agent, for the ratable benefit of the Secured Parties, a legal, valid and enforceable security interest in all certificates right, title and interest of the Credit Parties (and Holdings, any Parent GP, any GP Entity, as applicable) in the case of Equity Interests that are securities (as defined in Collateral and the NY UCC)) evidencing proceeds thereof, to the issued and outstanding capital securities owned by each Obligor that are required to extent a security interest therein can be pledged created under the New York UCC, and (x) when the Collateral is delivered to the Collateral Agent (to the extent required by the Security Agreement or Pledge Agreement, which certificates in each case shall be accompanied by undated instruments of transfer duly executed in blank or, in the case of Equity Interests that are uncertificated securities (as defined in the NY UCC), confirmation and evidence reasonably satisfactory to the Administrative Agent that the security interest required to be pledged therein Lien created under the Security Agreement has been transferred or Pledge Agreement shall, to and the extent such Lien can be perfected by under the Administrative Agent UCC in accordance with Articles 8 and 9 effect in the jurisdiction of the NY UCC applicable Credit Party, constitute a fully perfected first priority Lien on, and security interest in, all laws otherwise applicable to the perfection right, title and interest of the pledge of Credit Parties (and Holdings, any Parent GP, any GP Entity, as applicable) in such Equity Interests; (ii) financing statements naming each Obligor as a debtor and the Administrative Agent as the secured party (for the benefit of all Secured Parties) or other similar instruments or documentsCollateral, in each case suitable for filingprior and superior in right to any other Person, other than with respect to be filed Liens expressly permitted by Section 10.2, (y) when Account Control Agreements are entered into with respect to any deposit account constituting Collateral, the Lien thereon created under the Uniform Commercial Code (or equivalent law) of all jurisdictions as may be necessary to perfect the Liens of the Administrative Agent, for the benefit of the Lenders, pursuant to the Security Agreement; (iii) UCC-1 (or equivalent) Lien searches reasonably satisfactory in scope and substance to the Administrative Agent covering each Obligor and its properties; (iv) UCC-3 termination statements, or equivalent, as may be necessary to release all Liens and other rights of any Person in any collateral described in the Security Agreement previously granted shall constitute a fully perfected first priority Lien on, and security interest in, all right, title and interest of the Credit Parties (and Holdings, any Parent GP, any GP Entity, as applicable) in such Collateral, in each case prior and superior in right to any other Person, other than with respect to Liens expressly permitted by any Person; and Section 10.2, and (vz) all Short-Form IP Security Agreements required except to the extent a security interest in the Collateral cannot be provided perfected by the filing of a financing statement under the UCC in effect in the jurisdiction of formation of the applicable Credit Party, when financing statements in appropriate form are filed in the offices specified on Schedule 8.21, the Lien created under the Security AgreementAgreement and Pledge Agreement will constitute a fully perfected Lien on, each dated as and security interest in, all right, title and interest of the Closing DateCredit Parties (and Holdings, duly executed any Parent GP, any GP Entity, as applicable) in all Collateral, in each case prior and delivered superior in right to any other Person, other than with respect to Liens expressly permitted by each Obligor that is required to do so under the Security AgreementSection 10.2.

Security Documents. (a) The Administrative Agent shall have received Security Agreement and each other Security Document delivered by any Credit Party pursuant to this Agreement or the Security Agreement is (or, to the extent executed counterparts of each Security Document, dated as of after the Closing Date, duly executed shall, upon execution and delivered by each Obligordelivery thereof, together with: (ibe) subject effective to Section 8.17, delivery of all certificates (create in the case of Equity Interests that are securities (as defined in the NY UCC)) evidencing the issued and outstanding capital securities owned by each Obligor that are required to be pledged under the Security Agreement, which certificates in each case shall be accompanied by undated instruments of transfer duly executed in blank or, in the case of Equity Interests that are uncertificated securities (as defined in the NY UCC), confirmation and evidence reasonably satisfactory to the Administrative Agent that the security interest required to be pledged therein under the Security Agreement has been transferred to and perfected by the Administrative Agent in accordance with Articles 8 and 9 favor of the NY UCC and all laws otherwise applicable to the perfection of the pledge of such Equity Interests; (ii) financing statements naming each Obligor as a debtor and the Administrative Agent as the secured party (for the benefit of all Secured Parties) or other similar instruments or documents, in each case suitable for filing, to be filed under the Uniform Commercial Code (or equivalent law) of all jurisdictions as may be necessary to perfect the Liens of the Administrative Agent, for the benefit of the LendersSecured Parties, a legal, valid and enforceable first priority (subject only to Permitted Liens to the extent any such Permitted Liens would have priority over the Liens in favor of the Agent pursuant to Applicable Laws) security interest in the Security Agreement; Collateral described therein and proceeds thereof, and (iiii) UCC-1 (when all appropriate filings or equivalent) Lien searches reasonably satisfactory recordings are made in scope and substance to the Administrative Agent covering each Obligor and its properties; (iv) UCC-3 termination statements, or equivalent, appropriate offices as may be necessary required under Applicable Law and (ii) upon the taking of possession or control by the Agent of any such Collateral with respect to release which a security interest may be perfected only by possession or control (which possession or control shall be given to the Agent to the extent required by any Security Document), the Liens created by each such Security Document will constitute perfected Liens on all right, title and interest of such Credit Party in such Collateral, in each case, free and clear of all Liens and (other rights than Permitted Liens or, in the case of any Person Pledged Capital Stock, the Liens created under the Credit Documents). (b) Each Mortgage is effective to create in favor of the Agent, for the benefit of the Secured Parties, a legal, valid and enforceable first priority (subject only to Permitted Liens to the extent any collateral described such Permitted Liens would have priority over the Liens in favor of the Agent pursuant to Applicable Laws) Lien on, and security interest in, all of the Credit Parties’ right, title and interest in and to the Real Property encumbered by a Mortgage thereunder and the proceeds thereof, and when the Mortgages are filed in the Security Agreement previously granted applicable recorder’s office (or, in the case of any Mortgage executed and delivered after the date thereof in accordance with the provisions of Section 8.11(d), when such Mortgage is filed in the offices specified in the local counsel opinion delivered with respect thereto in accordance with the provisions of Section 8.11(d)), the Mortgages shall constitute fully perfected Liens on, and first priority (subject only to Permitted Liens to the extent any such Permitted Liens would have priority over the Liens in favor of the Agent pursuant to Applicable Laws) security interests in, all right, title and interest of the Credit Parties in the Real Property encumbered by such Mortgage and the proceeds thereof, as security for the Obligations. (c) The PC Documents delivered by any Person; and PC Entity to any Credit Party pursuant to this Agreement are (v) all Short-Form IP Security Agreements required or, to be provided under the Security Agreement, each dated as of extent executed after the Closing Date, duly executed shall, upon execution and delivered delivery thereof, be) effective to create in favor of applicable Credit Party, a legal, valid and enforceable first priority security interest in the Collateral (as defined therein (or any similarly defined term as defined therein)) (including cash and deposit accounts) and proceeds thereof of such PC Entity, and (i) when all appropriate filings or recordings are made in the appropriate offices as may be required under Applicable Law and (ii) upon the taking of possession or control by the applicable Credit Party of any such Collateral (or such similarly defined term) with respect to which a security interest may be perfected only by possession or control (which possession or control shall be given to the applicable Credit Party to the extent required by any PC Document), the Liens created by each Obligor that is required to do so such PC Document will constitute perfected Liens on all right, title and interest of such Credit Party in such Collateral (or such similarly defined term), in each case, free and clear of all Liens (other than the Liens created under the Security AgreementPC Documents).

Security Documents. (a) The Administrative Security Documents are effective to create in favor of the Collateral Agent shall have received executed counterparts of each Security Documenta legal, dated as of Closing Date, duly executed valid and delivered by each Obligor, together with: (i) subject to Section 8.17, delivery of all certificates (enforceable security interest in the case of Equity Interests that are securities (as defined in the NY UCC)) evidencing the issued Collateral, and outstanding capital securities owned by each Obligor that are required to be pledged under the Security AgreementDocuments constitute, which certificates in each case shall be accompanied by undated instruments or will upon the filing of transfer duly executed in blank or, in the case of Equity Interests that are uncertificated securities (as defined in the NY UCC), confirmation and evidence reasonably satisfactory to the Administrative Agent that the security interest required to be pledged therein under the Security Agreement has been transferred to and perfected by the Administrative Agent in accordance with Articles 8 and 9 of the NY UCC and all laws otherwise applicable to the perfection of the pledge of such Equity Interests; (ii) financing statements naming each Obligor as a debtor and and/or the Administrative Agent as the secured party (for the benefit obtaining of all Secured Parties) or other similar instruments or documents“control”, in each case suitable for filing, with respect to be filed the relevant Collateral as required under the Uniform Commercial Code applicable UCC (including fixture filings) or equivalent lawPPSA (including fixture filings), as applicable, the creation of a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties thereunder in such Collateral, in each case prior and superior in right to any other Person, except for Permitted Encumbrances having priority under applicable Law and Permitted Encumbrances described in clause (n) of all jurisdictions as may be necessary to perfect the Liens such definition. (b) The Mortgage creates in favor of the Administrative Collateral Agent, for the benefit of the LendersCredit Parties, pursuant a legal, valid, continuing and enforceable Lien in the Mortgaged Property (as defined in the Mortgage), the enforceability of which is subject to 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. The Mortgage has been recorded with the appropriate Governmental Authorities and the Collateral Agent has a perfected Lien on, and security interest in, to and under all right, title and interest of the grantors thereunder in all Mortgaged Property that may be perfected by such filing (including without limitation the proceeds of such Mortgaged Property), in each case prior and superior in right to any other Person (other than Liens in favor of the ABL Agent (subject to the Intercreditor Agreement) and Permitted Encumbrances having priority by operation of applicable Law). (c) When each Intellectual Property Security Agreement is filed in the PTO, CIPO and, if applicable, the USCO, and when financing statements, releases and other filings in appropriate form are filed in the offices specified in Schedule II of the Security Agreement; (iii) UCC-1 (or equivalent) Lien searches reasonably satisfactory in scope and substance to , the Administrative Agent covering each Obligor shall have a fully perfected Lien on, and its properties; (iv) UCC-3 termination statementssecurity interest in, all right, title and interest of the applicable Loan Parties in the Collateral that consists of Intellectual Property in which a security interest may be perfected by filing, recording or equivalentregistering a security agreement, financing statement or analogous document in the PTO, the USCO or CIPO, as applicable, in each case prior and superior in right to any other Person (it being understood that subsequent recordings in the PTO, the USCO and/or CIPO may be necessary to release all Liens perfect a Lien on registered trademarks, trademark applications, copyrights and other rights of any Person in any collateral described in copyright applications acquired by the Security Agreement previously granted by any Person; and (v) all Short-Form IP Security Agreements required to be provided under the Security Agreement, each dated as of Loan Parties after the Closing Date, duly executed and delivered by each Obligor that is required to do so under the Security Agreement).

Security Documents. (a) The Administrative Agent shall have received executed counterparts Pledge Agreement is effective to create in favor of each Security Documentthe Agent, dated as for the ratable benefit of Closing Datethe Secured Parties, duly executed a legal, valid and delivered by each Obligor, together with: (i) subject to Section 8.17, delivery enforceable first priority security interest in 100% of the issued and outstanding Capital Stock of all certificates Subsidiaries (PROVIDED THAT no shares of Capital Stock of any issuer incorporated in a jurisdiction outside of the case United States of Equity Interests America shall be pledged to the extent that are securities the aggregate amount of shares of Capital Stock of such issuer pledged under the Pledge Agreement would exceed 65% of the Capital Stock of such issuer to the extent, and for so long as, the pledge of any greater percentage would have adverse tax consequences for the pledging party) and, when the Pledged Securities (as defined in the NY UCC)Pledge Agreement) evidencing the issued and outstanding capital securities owned by each Obligor that are required to be pledged under the Security Agreement, which certificates in each case shall be accompanied by undated instruments of transfer duly executed in blank or, in the case of Equity Interests that are uncertificated securities (as defined in the NY UCC), confirmation and evidence reasonably satisfactory delivered to the Administrative Agent that Agent, the Pledge Agreement shall constitute a fully perfected Lien on, and security interest required to in, all right, title and interest of the grantors thereunder in such of the Collateral in which a security interest can be pledged therein perfected under the Security Agreement has been transferred to and perfected by the Administrative Agent in accordance with Articles Article 8 and or 9 of the NY UCC Uniform Commercial Code, prior and all laws otherwise applicable superior in right to the perfection of the pledge of such Equity Interests;any other Person. (iib) financing statements naming each Obligor as a debtor and the Administrative Agent as the secured party (for the benefit of all Secured Parties) or other similar instruments or documents, in each case suitable for filing, to be filed under the Uniform Commercial Code (or equivalent law) of all jurisdictions as may be necessary to perfect the Liens of the Administrative The Agent, for the ratable benefit of the LendersSecured Parties, pursuant will at all times have the Liens provided for in the Collateral Documents and the Collateral Documents will at all times constitute a valid and continuing lien of record and first priority perfected security interest in all the Collateral referred to therein. No filings or recordings are required in order to perfect the security interests created under the Collateral Documents, except for filings or recordings listed on SCHEDULE 5.25. All such listed filings and recordings will have been made on or prior to the Security Agreement; (iii) UCC-1 (or equivalent) Lien searches reasonably satisfactory in scope and substance to the Administrative Agent covering each Obligor and its properties; (iv) UCC-3 termination statements, or equivalent, as may be necessary to release all Liens and other rights of any Person in any collateral described in the Security Agreement previously granted by any Person; and (v) all Short-Form IP Security Agreements required to be provided under the Security Agreement, each dated as of the Closing Effective Date, duly executed and delivered by each Obligor that is required to do so under the Security Agreement.

Security Documents. The Administrative Agent (a) On the Effective Date, each Credit Party shall have received executed counterparts of each Security Documentduly authorized, dated as of Closing Date, duly executed and delivered by each Obligorto the Agent for the benefit of the Lenders a Pledge Agreement in the form of Exhibit F (as modified, amended or supplemented from time to time in accordance with the terms thereof and hereof, the "Pledge Agreement") and a Security Agreement in the form of Exhibit G (as modified, amended or supplemented from time to time in accordance with the terms thereof and hereof, the "Security Agreement") covering all of the Security Agreement Collateral, together with: (iA) subject to Section 8.17, delivery executed copies of all certificates Financing Statements (Form UCC-1) or appropriate local equivalent in the case of Equity Interests that are securities (as defined in the NY UCC)) evidencing the issued and outstanding capital securities owned by each Obligor that are required to be pledged appropriate form for filing under the Security Agreement, which certificates in UCC or appropriate local equivalent of each case shall be accompanied by undated instruments of transfer duly executed in blank or, in the case of Equity Interests that are uncertificated securities (as defined in the NY UCC), confirmation and evidence reasonably satisfactory to the Administrative Agent that the security interest required to be pledged therein under the Security Agreement has been transferred to and perfected by the Administrative Agent in accordance with Articles 8 and 9 of the NY UCC and all laws otherwise applicable to the perfection of the pledge of such Equity Interests; (ii) financing statements naming each Obligor as a debtor and the Administrative Agent as the secured party (for the benefit of all Secured Parties) or other similar instruments or documents, in each case suitable for filing, to be filed under the Uniform Commercial Code (or equivalent law) of all jurisdictions jurisdiction as may be necessary to perfect the Liens of the Administrative Agent, for the benefit of the Lenders, pursuant security interests purported to be created by the Security Agreement; (iiiB) UCC-1 certified copies of Requests for Information or Copies (Form UCC-11), or equivalentequivalent reports, each of a recent date listing all effective financing statements that name each of the Credit Parties as debtor and that are filed in the jurisdictions referred to in clause (A) Lien searches reasonably satisfactory in scope and substance above, together with copies of such financing statements that name each of the Credit Parties as debtor (none of which shall cover the Collateral except (x) those with respect to the Administrative Agent covering each Obligor and its properties;which (ivC) UCC-3 termination statementsevidence of the completion of all other recordings and filings of, or equivalentwith respect to, the Security Agreement as may be necessary to release all Liens and other rights of any Person in any collateral described or, in the reasonable opinion of the Agent, desirable, to perfect the security interests purported to be created by the Security Agreement previously granted Agreement; (D) all of the Pledged Securities referred to therein accompanied by any Personexecuted and undated stock powers in the case of capital stock, including, without limitation, share certificates of the Subsidiaries of Parent and Borrower incorporated outside of the continental United States (other than Drillers, Inc., DI de Venezuela and Grey Wolf de Mexico SRL de C.V.); and (vE) evidence satisfactory to the Agent that the Agent for the benefit of the Lenders has a valid and first priority perfected security interest in and Lien upon all Short-Form IP Security Agreements required of the Collateral, and that all other actions necessary or, in the opinion of the Agent, desirable, to perfect the security interests purported to be provided under created by the Pledge Agreement and the Security AgreementAgreement have been taken and ensure that such security interests are first priority and not subject to any other Liens; and the Pledge Agreement and the Security Agreement shall be in full force and effect; and (b) On the Effective Date, each dated as of the Closing Date, duly Credit Party shall have executed and delivered all amendments (Form UCC-3) to the UCC-1s requested by each Obligor that is required the Agent, in form and substance satisfactory to do so under the Security AgreementAgent.

Security Documents. The Administrative Agent (a) On the Initial Borrowing Date, the ------------------ Borrower and each of its Wholly-Owned Subsidiaries shall have received executed counterparts of each Security Documentduly authorized, dated as of Closing Date, duly executed and delivered a Pledge Agreement in the form of Exhibit F (as modified, amended or supplemented from time to time in accordance with the terms thereof and hereof, the "Pledge Agreement") and shall have delivered to the Collateral Agent, as pledgee thereunder, all of the Pledged Securities (if any) referred to therein, endorsed in blank in the case of promissory notes or accompanied by executed and undated stock powers in the case of capital stock, and the Pledge Agreement under such other documents shall be in full force and effect. (b) On the Initial Borrowing Date, (i) the Borrower and each ObligorSubsidiary Guarantor shall have duly authorized, executed and delivered a Borrower/Subsidiary Security Agreement in the form of Exhibit G-1 (as modified, amended or supplemented from time to time in accordance with the terms thereof and hereof, the "Borrower/Subsidiary Security Agreement") and (ii) each Affiliated Business Guarantor shall have duly authorized, executed and delivered an Affiliated Business Security Agreement in the form of Exhibit G-2 (as modified, amended or supplemented from time to time in accordance with the terms thereof and hereof, the "Affiliated Business Security Agreement" and, together with the Borrower/Subsidiary Security Agreement, the "Security Agreements"), in each case covering all of the respective Security Agreement Collateral, together with: (iA) subject to Section 8.17, delivery executed copies of all certificates Financing Statements (Form UCC-1 and/or UCC-3) or appropriate local equivalent in the case of Equity Interests that are securities (as defined in the NY UCC)) evidencing the issued and outstanding capital securities owned by each Obligor that are required to be pledged appropriate form for filing under the Security Agreement, which certificates in UCC or appropriate local equivalent of each case shall be accompanied by undated instruments of transfer duly executed in blank or, in the case of Equity Interests that are uncertificated securities (as defined in the NY UCC), confirmation and evidence reasonably satisfactory to the Administrative Agent that the security interest required to be pledged therein under the Security Agreement has been transferred to and perfected by the Administrative Agent in accordance with Articles 8 and 9 of the NY UCC and all laws otherwise applicable to the perfection of the pledge of such Equity Interests; (ii) financing statements naming each Obligor as a debtor and the Administrative Agent as the secured party (for the benefit of all Secured Parties) or other similar instruments or documents, in each case suitable for filing, to be filed under the Uniform Commercial Code (or equivalent law) of all jurisdictions jurisdiction as may be necessary to perfect the Liens of security interests purported to be created by the Administrative Agent, for the benefit of the Lenders, pursuant to the respective Security Agreement; (iiiB) UCC-1 (or equivalent) Lien searches reasonably satisfactory in scope evidence of the completion of all other recordings and substance to the Administrative Agent covering each Obligor and its properties; (iv) UCC-3 termination statementsfilings of, or equivalentwith respect to, the respective Security Agreement as may be necessary to release all Liens and other rights of any Person in any collateral described or, in the opinion of the Collateral Agent, desirable to perfect the security interests intended to be created by such Security Agreement previously granted by any PersonAgreement; and (vC) evidence that all Short-Form IP other actions necessary or, in the reasonable opinion of the Collateral Agent, desirable to perfect the security interests purported to be created by the respective Security Agreement have been taken; and the Security Agreements required to and such other documents shall be provided under the Security Agreement, each dated as of the Closing Date, duly executed in full force and delivered by each Obligor that is required to do so under the Security Agreementeffect.

Security Documents. The Administrative Agent shall have received executed counterparts of each Domestic Security Document, dated as of Closing Date, duly executed and delivered by each Obligor, together with: (i) subject to Section 8.17, delivery of all certificates (in the case of Equity Interests that are securities (as defined in the NY UCC)) evidencing the issued and outstanding capital securities owned by each Obligor that are required to be pledged under the Security Pledge Agreement, which certificates in each case shall be accompanied by undated instruments of transfer duly executed in blank or, in the case of Equity Interests that are uncertificated securities (as defined in the NY UCC), confirmation and evidence reasonably satisfactory to the Administrative Agent that the security interest required to be pledged therein under the Security Canadian Pledge Agreement has been transferred to and perfected by the Administrative Agent in accordance with Articles 8 and 9 of the NY UCC and all laws otherwise applicable to the perfection of the pledge of such Equity Interests; (ii) financing statements naming each Obligor as a debtor and the Administrative Agent Canadian Security Agreements, each as the secured party (for the benefit of all Secured Parties) amended and in effect from time to time, and any additional documents evidencing or other similar instruments or documents, in each case suitable for filing, to be filed under the Uniform Commercial Code (or equivalent law) of all jurisdictions as may be necessary to perfect the Liens of perfecting the Administrative Agent, 's lien on the assets of the applicable Borrowers for the benefit of the Lenders, pursuant applicable Banks (including Uniform Commercial Code financing statements and the Canadian equivalent thereof). SELLER SUBORDINATED DEBT. Indebtedness of the Borrowers which has been subordinated and made junior to the Security payment and performance in full of the Obligations, and evidenced as such by a subordination agreement containing subordination provisions substantially in the form of Exhibit F (the "Subordination Agreement; ") hereto; PROVIDED that (iiia) UCC-1 at the time such Seller Subordinated Debt is incurred, no Default or Event of Default has occurred or would occur as a result of such incurrence, and (or equivalentb) Lien searches reasonably satisfactory in scope and substance the documentation evidencing such Seller Subordinated Debt shall have been delivered to the Administrative Agent covering each Obligor and its properties; shall contain ALL of the following characteristics: (i) it shall be unsecured, (ii) it shall bear a market rate of interest, (iii) it shall have a final maturity of at least five (5) years, (iv) UCC-3 termination statementsit shall not require unscheduled principal repayments thereof prior to the maturity date, or equivalent(v) it shall have financial covenants (including covenants relating to incurrence of indebtedness) which are meaningfully less restrictive than those set forth herein, as (vi) it shall have no restrictions on the Borrower's ability to grant liens securing indebtedness ranking senior to such Seller Subordinated Debt, (vii) it shall permit the incurrence of senior indebtedness under this Agreement, (viii) it may be necessary to release all Liens cross-accelerated with the Obligations and other rights senior indebtedness of the Borrowers (but shall not be cross-defaulted except for payment defaults which the senior lenders have not waived) and may be accelerated upon bankruptcy, (ix) it shall provide for the complete, automatic and unconditional release of any Person in any collateral described in the Security Agreement previously and all guarantees of such Seller Subordinated Debt granted by any Person; and Borrower in the event of the sale by any Person of such Borrower or the sale by any Person of all or substantially all of such Borrower's assets (vincluding in the case of a foreclosure), (x) it shall provide that (A) upon any payment or distribution of the assets of the Borrowers (including after the commencement of a bankruptcy proceeding) of any kind or character, all Short-Form IP Security Agreements of the Obligations (including interest accruing after the commencement of any bankruptcy proceeding at the rate specified for the applicable Obligation, whether or not such interest is an allowable claim in any such proceeding) shall be paid in full prior to any payment being received by the holders of the Seller Subordinated Debt and (B) until all of the Obligations (including the interest described in subclause (A) above) are paid in full in cash, any payment or distribution to which the holders of the Seller Subordinated Debt would be entitled but for the subordination provisions of the type described in clauses (xi) and (xii) hereof shall be made to the holders of the Obligations, (xi) it shall provide that in the event of a payment default under Section 13.1(a) or (b) hereof, the Borrowers shall not be required to pay the principal of, or any interest, fees and all other amounts payable with respect to the Seller Subordinated Debt until the Obligations have been paid in full in cash, (xii) it shall provide that in the event of any other Event of Default, the Banks shall be provided under permitted to block with respect to the Security AgreementSeller Subordinated Debt for a period of 180 days (A) payments of principal, each dated as interest, fees and all other amounts payable, and (B) enforcement of remedies for Seller Subordinated Debt in excess of $1,000,000, and (xiii) it shall acknowledge that none of the Closing Dateprovisions outlined in part (b) of this definition can be amended, duly executed and delivered by each Obligor that is required to do so under modified or otherwise altered without the Security Agreementprior written consent of the Required Banks.

Security Documents. (a) The Security Agreement is effective to create in favor of the Administrative Agent shall have received executed counterparts for the benefit of each the Secured Parties, a legal, valid and enforceable (except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws relating to or affecting generally the enforcement of creditors’ rights and except to the extent that availability of the remedy of specific performance or injunctive relief is subject to the discretion of the court before which any proceeding therefor may be brought) security interest in and Lien on the Security DocumentAgreement Collateral (to the extent such perfection may be obtained under the New York law) and, dated as of Closing Date, duly executed and delivered by each Obligor, together with: when (i) subject to Section 8.17, delivery of all certificates (financing statements and other filings in appropriate form are filed in the case offices specified on Schedule 7 to the Perfection Certificate and (ii) upon the taking of Equity Interests that are securities possession or control by the Administrative Agent of the Security Agreement Collateral with respect to which a security interest may be perfected only by possession or control (which possession or control shall be given to the Administrative Agent to the extent possession or control by the Administrative Agent is required by each Security Agreement), the Lien created by the Security Agreement shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the grantors thereunder in the Security Agreement Collateral (other than the Intellectual Property (as defined in the NY UCC)) evidencing the issued and outstanding capital securities owned by each Obligor that are required to be pledged under the Security Agreement) and motor vehicles to the extent the UCC is not applicable to perfection and priority of such Intellectual Property and motor vehicles), which certificates in each case shall be accompanied by undated instruments subject to no Liens other than Permitted Liens. (b) When the Security Agreement or a short form thereof is filed (including the payment of transfer duly executed in blank or, the appropriate fees) in the case United States Patent and Trademark Office and the United States Copyright Office, the Lien created by such Security Agreement shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of Equity Interests that are uncertificated securities the grantors thereunder in the Intellectual Property (as defined in the NY UCCsuch Security Agreement), confirmation and evidence reasonably satisfactory to the Administrative Agent that the security interest required to be pledged therein under the Security Agreement has been transferred to and perfected by the Administrative Agent in accordance with Articles 8 and 9 of the NY UCC and all laws otherwise applicable to the perfection of the pledge of such Equity Interests; (ii) financing statements naming each Obligor as a debtor and the Administrative Agent as the secured party (for the benefit of all Secured Parties) or other similar instruments or documents, in each case suitable for filingsubject to no Liens other than Permitted Liens. (c) To the extent any Mortgage is duly executed and delivered after the Effective Date by the relevant Loan Party, such Mortgage will be effective to be filed under the Uniform Commercial Code (or equivalent law) of all jurisdictions as may be necessary to perfect the Liens create, in favor of the Administrative Agent, for the benefit of the LendersSecured Parties, a legal, valid and enforceable (except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws relating to or affecting generally the enforcement of creditors’ rights and except to the extent that availability of the remedy of specific performance or injunctive relief is subject to the discretion of the court before which any proceeding therefor may be brought) first priority Lien on and security interest in all of the Loan Parties’ right, title and interest in and to the Mortgaged Real Properties thereunder and the proceeds thereof, and when the Mortgages are filed in the offices specified in the local counsel opinion delivered with respect thereto in accordance with the provisions of Sections 5.11 and 5.12, the Mortgages shall constitute fully perfected Liens on, and security interests in, all right, title and interest of the Loan Parties in the Mortgaged Real Properties and the proceeds thereof, in each case prior and superior in right to any other Person, other than Permitted Liens having priority by operation of law. (d) Each Security Document delivered pursuant to Sections 5.11 and 5.12 will, upon execution and delivery thereof, be effective to create in favor of the Security Agreement; Administrative Agent, for the benefit of the Secured Parties, a legal, valid and enforceable (iiiexcept as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws relating to or affecting generally the enforcement of creditors’ rights and except to the extent that availability of the remedy of specific performance or injunctive relief is subject to the discretion of the court before which any proceeding therefor may be brought) UCC-1 security interest in and Lien on all of the Loan Parties’ right, title and interest in and to the Collateral thereunder (to the extent such perfection may be obtained under the New York law), and when all (i) appropriate filings or equivalentrecordings are made in the appropriate offices as may be required under Applicable Law, and (ii) Lien searches reasonably satisfactory in scope and substance possession or control (which possession or control shall be given to the Administrative Agent covering to the extent possession or control by the Administrative Agent is required by each Obligor and its properties; (iv) UCC-3 termination statements, or equivalent, as may be necessary to release all Liens and other rights of any Person in any collateral described in the Security Agreement previously granted by any Person; and (v) all Short-Form IP Security Agreements required to be provided under the Security Agreement, each dated as ) of the Closing DateCollateral thereunder is obtained by the Administrative Agent to the extent required by Applicable Law, duly executed such Security Document will constitute a fully perfected Lien on, and delivered by security interest in, all right, title and interest of the Loan Parties in such Collateral, in each Obligor that is required case subject to do so under the Security Agreementno Liens other than Permitted Liens.

Security Documents. (a) The Administrative Agent shall have received executed counterparts Collateral Agreement is effective to create in favor of each Security Document, dated as of Closing Date, duly executed and delivered by each Obligor, together with: (i) subject to Section 8.17, delivery of all certificates (in the case of Equity Interests that are securities (as defined in the NY UCC)) evidencing the issued and outstanding capital securities owned by each Obligor that are required to be pledged under the Security Agreement, which certificates in each case shall be accompanied by undated instruments of transfer duly executed in blank or, in the case of Equity Interests that are uncertificated securities (as defined in the NY UCC), confirmation and evidence reasonably satisfactory to the Administrative Agent that the security interest required to be pledged therein under the Security Agreement has been transferred to and perfected by the Administrative Agent in accordance with Articles 8 and 9 of the NY UCC and all laws otherwise applicable to the perfection of the pledge of such Equity Interests; (ii) financing statements naming each Obligor as a debtor and the Administrative Agent as the secured party (for the benefit of all the Secured Parties) or other similar instruments or documentsa legal, valid and enforceable security interest in each the Collateral described therein and proceeds thereof. In the case suitable for filingof Deposit Accounts, to be filed under the Uniform Commercial Code (or equivalent law) of all jurisdictions as may be necessary to perfect the Liens of when Control Agreements are entered into by the Administrative Agent, and in the case of the other Collateral described in the Collateral Agreement, when financing statements and other filings described on Schedule 3.17 are filed in the offices specified on Schedule 3.17, the Administrative Agent (for the benefit of the LendersSecured Parties) shall have a fully perfected Lien on, pursuant and security interest in, all right, title and interest of the Loan Parties in such Collateral and, subject to Section 9-315 of the New York Uniform Commercial Code, the proceeds thereof, as security for the Obligations (including any Prepayment Premium, if owed), in each case to the Security Agreement;extent security interests in such Collateral can be perfected by the execution of Control Agreements or the filing Uniform Commercial Code financing statements, as applicable, in each case prior and superior in right to any other Person (except for Liens expressly permitted by Section 6.02). (iiib) UCC-1 (or equivalent) Lien searches reasonably satisfactory The Mortgages, if any, shall be effective to create in scope and substance to favor of the Administrative Agent covering (for the benefit of the Secured Parties) a legal, valid and enforceable Lien on all of the Loan Parties’ right, title and interest in and to the Mortgaged Property thereunder and the proceeds thereof, and when such Mortgages are filed or recorded in the proper real estate filing or recording offices, the Administrative Agent (for the benefit of the Secured Parties) shall have a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such Mortgaged Property and, to the extent applicable, subject to Section 9-315 of the Uniform Commercial Code, the proceeds thereof, in each Obligor case prior and its properties; (iv) UCC-3 termination statementssuperior in right to any other Person, or equivalent, as may be necessary other than with respect to release all Liens and other the rights of any a Person in any collateral described in the Security Agreement previously granted pursuant to Liens expressly permitted by any Person; and (v) all Short-Form IP Security Agreements required to be provided under the Security Agreement, each dated as of the Closing Date, duly executed and delivered by each Obligor that is required to do so under the Security AgreementSection 6.02.

Security Documents. The Administrative Agent shall have received 5.1.1 To the extent not executed counterparts of each Security Document, dated as of and delivered prior to the 2023 Accordion Closing Date, duly executed as security for the due and delivered by punctual payment of all of the Obligations, the Seller shall, and the Seller shall cause each Obligorof the other Seller Parties to, together with: on or prior to the 2023 Accordion Closing Date, grant a continuing security interest and a first-ranking Encumbrance (i) subject to Section 8.17the Intercreditor Agreement) in favour of the Collateral Agent over all of the Collateral (subject only to Permitted Encumbrances), delivery of all certificates (and in the case of Equity Interests that are securities (as defined in the NY UCC)) evidencing the issued and outstanding capital securities owned by each Obligor that are required furtherance thereof shall execute and/or deliver or cause to be pledged under the Security Agreement, which certificates in each case shall be accompanied by undated instruments of transfer duly executed in blank or, in the case of Equity Interests that are uncertificated securities (as defined in the NY UCC), confirmation and evidence reasonably satisfactory and/or delivered to the Administrative Agent that the security interest required to be pledged therein under the Security Agreement has been transferred to and perfected by the Administrative Agent in accordance with Articles 8 and 9 of the NY UCC and all laws otherwise applicable to the perfection of the pledge of such Equity Interests; (ii) financing statements naming each Obligor as a debtor and the Administrative Agent as the secured party (for the benefit of all Secured Parties) or other similar instruments or documents, in each case suitable for filing, to be filed under the Uniform Commercial Code (or equivalent law) of all jurisdictions as may be necessary to perfect the Liens of the Administrative Collateral Agent, for the benefit of the LendersBuyers, pursuant in form and substance satisfactory to Buyers' counsel, acting reasonably: (a) a Guarantee of the Security AgreementObligations from each Guarantor; (iiib) UCC-1 (or equivalent) Lien searches reasonably satisfactory in scope and substance to the Administrative Agent covering a Security Agreement from each Obligor and its propertiesSeller Party; (ivc) UCC-3 termination statements, or equivalent, as may be necessary the Nevada Security Documents; (d) Pledge Agreements from each Seller Party with respect to release all Liens and equity interests it holds in any other rights Seller Party; (e) an assignment of the proceeds of any Person property insurance policy relating to the Collateral in which the Seller Party has an interest; (f) a specific assignment of the Material Contracts that any collateral described Seller Party is party to or bound by, together with applicable acknowledgements from the counterparties thereto; (g) deposit account control agreements between each Owner, the Collateral Agent, and ▇▇▇▇▇ Fargo Bank, N.A. in respect of the Security Agreement previously granted by any PersonProceeds Account; and (vh) all Shortshare or membership certificates (to the extent shares can reasonably be certificated), share transfer forms, stock powers of attorney, documentation, consents or authorizations necessary in order to make valid and effective the aforementioned agreements or otherwise reasonably required by the Administrative Agent or the Buyers for the purposes of granting, protecting or ensuring a first-Form IP Security Agreements required ranking (subject only to be provided under the Security Agreement, each dated as Permitted Encumbrances) perfected Encumbrance in favour of the Closing DateCollateral Agent, duly executed for the benefit of the Buyers, in all assets and delivered by each Obligor that is required to do so under property of, and pledged equity in, the Security AgreementSeller Parties (other than Excluded Assets).

Security Documents. (a) The Administrative Agent shall have received executed counterparts of each Security Document, dated as of Closing Date, duly executed Guarantee and delivered by each Obligor, together with: (i) subject Collateral Agreement is effective to Section 8.17, delivery of all certificates (create in the case of Equity Interests that are securities (as defined in the NY UCC)) evidencing the issued and outstanding capital securities owned by each Obligor that are required to be pledged under the Security Agreement, which certificates in each case shall be accompanied by undated instruments of transfer duly executed in blank or, in the case of Equity Interests that are uncertificated securities (as defined in the NY UCC), confirmation and evidence reasonably satisfactory to the Administrative Agent that the security interest required to be pledged therein under the Security Agreement has been transferred to and perfected by the Administrative Agent in accordance with Articles 8 and 9 of the NY UCC and all laws otherwise applicable to the perfection of the pledge of such Equity Interests; (ii) financing statements naming each Obligor as a debtor and the Administrative Agent as the secured party (for the benefit of all Secured Parties) or other similar instruments or documents, in each case suitable for filing, to be filed under the Uniform Commercial Code (or equivalent law) of all jurisdictions as may be necessary to perfect the Liens favor of the Administrative Agent, for the benefit of the LendersSecured Parties, pursuant to a legal, valid and enforceable security interest in the Security Collateral described therein and proceeds thereof. In the case of the “Pledged Stock” described in the Guarantee and Collateral Agreement; (iii) UCC-1 (or equivalent) Lien searches reasonably satisfactory in scope and substance , when any stock certificates representing such “Pledged Stock” are delivered to the Administrative Agent covering each Obligor Agent, and its properties; (iv) UCC-3 termination statements, or equivalent, as may be necessary to release all Liens and in the case of the other rights of any Person in any collateral Collateral described in the Security Agreement previously granted by any Person; and (v) all Short-Form IP Security Agreements required to be provided under the Security Guarantee and Collateral Agreement, when financing statements in appropriate form are filed in the offices specified on Schedule 4.19(a)-1 (which financing statements have been duly completed and delivered to the Administrative Agent), or, with respect to after-acquired property, when the requirements set forth in Section 6.10 have been complied with, the Administrative Agent shall have a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral and the proceeds thereof, as security for the Finance Obligations, in each dated case prior and superior in right to any other Person (except, in the case of Collateral other than “Pledged Stock”, Liens permitted by Section 7.3), in each case to the extent required by the Guarantee and Collateral Agreement. As of the date hereof, Schedule 4.19(a)-2 lists each UCC Financing Statement that (i) names any Loan Party as of debtor and (ii) will remain on file after the Closing Date. (b) Each of the Mortgages, duly if any, is effective to create in favor of the Administrative Agent, for the benefit of the Secured Parties, a legal, valid and enforceable Lien on the Mortgaged Properties described therein and proceeds thereof; and the Administrative Agent has (or, when the Mortgages are filed in the offices designated by the Borrower (in the case of any Mortgage to be executed and delivered pursuant to Section 6.10(b)), the Administrative Agent will have) a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in the Mortgaged Properties described therein and the proceeds thereof, as security for the Finance Obligations, in each case prior and superior in right to any other Person (other than Persons holding Liens or other encumbrances or rights permitted by each Obligor that is required to do so under the Security AgreementSection 7.3).

Security Documents. The Administrative Agent shall have received received, in form and substance reasonably acceptable to it, executed counterparts of each a Security DocumentAgreement, dated as of the Closing Date, duly executed and delivered by each Obligor, together withwith all documents (including share certificates, transfers and stock transfer forms, notices or any other instruments) required to be delivered or filed under or in connection with the Security Documents, duly executed by the Borrower and/or any other party, as applicable, and evidence satisfactory to it that arrangements have been made or will be made with respect to all registrations, notices or actions required under or in connection with the Security Documents to be effected, given or made in order to establish a valid and perfected first priority (subject to Permitted Priority Liens) security interest in the Collateral in accordance with the terms of the Security Documents, including, as applicable: (i) subject to Section 8.17, delivery of all certificates (in the case of Equity Interests that are certificated securities (as defined in the NY UCC)) evidencing the issued and outstanding capital securities owned by each Obligor that are required to be pledged and so delivered under the Security Agreement, which certificates in each case shall be accompanied by undated instruments of transfer duly executed in blank blank, or, in the case of Equity Interests that are uncertificated securities (as defined in the NY UCC), confirmation and evidence reasonably satisfactory to the Administrative Agent and the Lenders that the security interest required to be pledged therein under the Security Agreement has been transferred to and perfected by the Administrative Agent and the Lenders in accordance with Articles 8 and 9 of the NY UCC and all laws otherwise applicable to the perfection of the pledge of such Equity Interests; (ii) financing statements naming each Obligor as a debtor and the Administrative Agent as the secured party (for the benefit of all Secured Parties) party, or other similar instruments or documents, in each case suitable for filing, to be filed under the Uniform Commercial Code (or equivalent law) UCC of all jurisdictions as may be necessary or, in the opinion of the Administrative Agent, desirable to perfect the Liens of the Administrative Agent, for the benefit of the Lenders, Agent pursuant to the Security Agreement; (iii) UCC-1 (or equivalent) Lien searches reasonably satisfactory in scope and substance to the Administrative Agent covering each Obligor and its properties; (iv) UCC-3 termination statements, or equivalentIntellectual Property security agreement terminations and any other releases, as may be 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 PersonPerson (other than with respect to Permitted Liens); and (viv) all applicable Short-Form IP Security Agreements required to be provided under the Security Agreement, each dated as of the Closing Date, duly executed and delivered by each Obligor that is required to do so under the Security Agreementapplicable Obligor.

Security Documents. (a) The Administrative Agent shall have received executed counterparts of each Security Document, dated as of Closing Date, duly executed and delivered by each Obligor, together with: (i) subject Documents are effective to Section 8.17, delivery of all certificates (create in the case of Equity Interests that are securities (as defined in the NY UCC)) evidencing the issued and outstanding capital securities owned by each Obligor that are required to be pledged under the Security Agreement, which certificates in each case shall be accompanied by undated instruments of transfer duly executed in blank or, in the case of Equity Interests that are uncertificated securities (as defined in the NY UCC), confirmation and evidence reasonably satisfactory to the Administrative Agent that the security interest required to be pledged therein under the Security Agreement has been transferred to and perfected by the Administrative Agent in accordance with Articles 8 and 9 favor of the NY UCC and all laws otherwise applicable to the perfection of the pledge of such Equity Interests; (ii) financing statements naming each Obligor as a debtor and the Administrative Agent as the secured party (for the benefit of all Secured Parties) or other similar instruments or documents, in each case suitable for filing, to be filed under the Uniform Commercial Code (or equivalent law) of all jurisdictions as may be necessary to perfect the Liens of the Administrative Collateral Agent, for the benefit of the LendersSecured Parties, pursuant to legal, valid and enforceable Liens on, and security interests in, the Security Agreement; Collateral described therein except as such enforceability may be limited by a Bankruptcy Event and by general principles of equity, and (iiii) UCC-1 (when all appropriate filings or equivalent) Lien searches reasonably satisfactory recordings are made in scope and substance to the Administrative Agent covering each Obligor and its properties; (iv) UCC-3 termination statements, or equivalent, appropriate offices as may be necessary required under applicable Requirements of Laws (which filings or recordings shall be made to release the extent required by any Security Document) 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 be given to the Collateral Agent to the extent required by any Security Document), the Liens created by such Security Documents will constitute fully perfected Liens on, and security interests in, all Liens right, title and interest of the Loan Parties in such Collateral (other rights of any Person than such Collateral in any collateral described which a security interest cannot be perfected under the UCC as in effect at the relevant time in the Security Agreement previously granted relevant jurisdiction or by any Person; andfiling with the United States Copyright Office), in each case subject to no Liens other than Liens permitted pursuant to Section 7.1. (vb) all Short-Form IP Security Agreements required to be provided under Each Mortgage, upon execution and delivery thereof by the Security Agreementparties thereto, each dated as will create in favor of the Closing DateCollateral Agent, duly executed for the benefit of the Secured Parties, a legal, valid and delivered by each Obligor that is required enforceable security interest in all the applicable mortgagor’s right, title and interest in and to do so under the Security AgreementReal Property subject thereto and the proceeds thereof, and when the Mortgages have been filed in the jurisdictions specified therein, the Mortgages will constitute fully perfected security interests in all right, title and interest of the mortgagors in the Real Property subject thereto and the proceeds thereof, prior and superior in right to any other Person, but subject to Liens permitted pursuant to Section 7.1.

Security Documents. (a) The Administrative Agent shall have received executed counterparts of each Security Document, dated as of Closing Date, duly executed and delivered by each Obligor, together with: (i) subject to Section 8.17, delivery of all certificates (in the case of Equity Interests that are securities (as defined in the NY UCC)) evidencing the issued and outstanding capital securities owned by each Obligor that are required to be pledged under the Security Agreement, which certificates in each case shall be accompanied by undated instruments of transfer duly executed in blank or, in the case of Equity Interests that are uncertificated securities (as defined in the NY UCC), confirmation and evidence reasonably satisfactory to the Administrative Agent that the security interest required to be pledged therein under the Security Agreement has been transferred to and perfected by the Administrative Agent creates in accordance with Articles 8 and 9 of the NY UCC and all laws otherwise applicable to the perfection of the pledge of such Equity Interests; (ii) financing statements naming each Obligor as a debtor and the Administrative Agent as the secured party (for the benefit of all Secured Parties) or other similar instruments or documents, in each case suitable for filing, to be filed under the Uniform Commercial Code (or equivalent law) of all jurisdictions as may be necessary to perfect the Liens favor of the Administrative Agent, for the benefit of the LendersCredit Parties referred to therein, pursuant to a legal, valid, continuing and enforceable security interest in the Collateral (as defined in the Security Agreement;), the enforceability of which is subject to 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. (iiib) UCC-1 The financing statements, releases and other filings are in appropriate form and have been or will be filed in the offices specified in Schedule II of the Security Agreement. Upon such filings and/or the obtaining of “control” (or equivalent) Lien searches reasonably satisfactory as defined in scope and substance to the UCC), the Administrative Agent covering will have a perfected Lien on, and security interest in, to and under all right, title and interest of the Loan Parties in all Collateral that may be perfected by filing, recording or registering a financing statement or analogous document (including, without limitation, the proceeds of such Collateral subject to the limitations relating to such proceeds in the UCC) or by obtaining control, under the UCC (in effect on the date this representation is made) in each Obligor case, prior and its properties;superior in right to any other Person, except for those Permitted Encumbrances that have priority in such Collateral by operation of law and except as to the Term Loan Priority Collateral, for the Liens of the Term Loan Agent to the extent provided in the Term Loan Intercreditor Agreement. (ivc) UCC-3 termination When the Security Agreement (or a short form thereof) is filed in the United States Patent and Trademark Office and the United States Copyright Office and when financing statements, releases and other filings in appropriate form are filed in the offices specified in Schedule II of the Security Agreement, the Administrative Agent shall have a fully perfected Lien on, and security interest in, all right, title and interest of the applicable Loan Parties in the Intellectual Property (as defined in the Security Agreement) in which a security interest may be perfected by filing, recording or equivalentregistering a security agreement, financing statement or analogous document in the United States Patent and Trademark Office or the United States Copyright Office, as applicable, in each case prior and superior in right to any other Person (it being understood that subsequent recordings in the United States Patent and Trademark Office and the United States Copyright Office may be necessary to release all Liens perfect a Lien on registered trademarks, trademark applications and other rights copyrights acquired by the Loan Parties after the date hereof), except for those Permitted Encumbrances that have priority in such Collateral by operation of any Person in any collateral described law and except as to the Term Loan Priority Collateral, as provided in the Security Agreement previously granted by any Person; andTerm Loan Intercreditor Agreement. (vd) all Short-Form IP Security Agreements required to be provided under Upon the Security Agreementexecution and delivery thereof, each dated as the Mortgages shall create in favor of the Closing DateAdministrative Agent, duly executed for the benefit of the Credit Parties referred to therein, a legal, valid, continuing and delivered enforceable Lien on, and security interests in, the Real Estate Collateral Property described therein, subject to Permitted Encumbrances, the enforceability of which is subject to 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. Upon the filing or recording of the Mortgages with the appropriate Governmental Authorities, the Administrative Agent will have a perfected Lien on, and security interest in, to and under all right, title and interest of the grantors thereunder in all Real Estate Collateral Property that may be perfected by such filing (including, without limitation, the proceeds of such Real Estate Collateral Property), in each Obligor case prior and superior in right to any other Person, except for those Permitted Encumbrances that is required have priority in such Collateral by operation of law and except as to do so under the Security Term Loan Priority Collateral, for the Liens of the Term Loan Agent to the extent provided in the Term Loan Intercreditor Agreement.

Security Documents. The Administrative Agent shall have received executed counterparts Except as otherwise contemplated hereby or under any other Loan Documents, the provisions of each Security Document, dated as the Collateral Documents are effective to create in favor of Closing Date, duly executed and delivered by each Obligor, together with: (i) subject to Section 8.17, delivery of all certificates (in the case of Equity Interests that are securities (as defined in the NY UCC)) evidencing the issued and outstanding capital securities owned by each Obligor that are required to be pledged under the Security Agreement, which certificates in each case shall be accompanied by undated instruments of transfer duly executed in blank or, in the case of Equity Interests that are uncertificated securities (as defined in the NY UCC), confirmation and evidence reasonably satisfactory to the Administrative Agent that the security interest required to be pledged therein under the Security Agreement has been transferred to and perfected by the Administrative Agent in accordance with Articles 8 and 9 of the NY UCC and all laws otherwise applicable to the perfection of the pledge of such Equity Interests; (ii) financing statements naming each Obligor as a debtor and the Administrative Agent as the secured party (for the benefit of all Secured Parties) or other similar instruments or documents, in each case suitable for filing, to be filed under the Uniform Commercial Code (or equivalent law) of all jurisdictions as may be necessary to perfect the Liens of the Administrative Agent, for the benefit of the LendersSecured Parties legal, pursuant valid and enforceable Liens on, and security interests in, the Collateral and, (i) when all appropriate filings or recordings are made in the appropriate offices as may be required under applicable Laws (which filings or recordings shall be made to the Security Agreement; extent required by any Collateral Document) and (iiiii) UCC-1 upon the taking of possession or control by the Administrative Agent of such Collateral with respect to which a security interest may be perfected only by possession or control (which possession or equivalent) Lien searches reasonably satisfactory in scope and substance control shall be given to the Administrative Agent covering to the extent required by any Collateral Document), such Collateral Document will constitute fully perfected Liens on, and security interests in, all right, title and interest of the Loan Parties in such Collateral, in each Obligor case subject to no Liens other than the applicable Liens permitted under the Loan Documents, a legal, valid, enforceable and its properties; perfected Lien (iv) UCC-3 termination statements, or equivalent, as if and to the extent perfection may be necessary to release all Liens and achieved by the filings and/or other rights of any Person in any collateral described in the Security Agreement previously granted by any Person; and (v) all Short-Form IP Security Agreements actions required to be provided taken hereby or by the applicable Collateral Documents) on all right, title and interest of the respective Loan Parties in the Collateral described therein subject to the Enforcement Qualifications and Liens permitted by Section 7.01. Notwithstanding anything herein (including this Section 5.19) or in any other Loan Document to the contrary, neither the Borrower nor any other Loan Party makes any representation or warranty as to (A) the effects of perfection or non-perfection, the priority or the enforceability of any pledge of or security interest (other than with respect to those pledges and security interests made under the Security Agreement, each dated as Laws of the jurisdiction of formation of the applicable Foreign Subsidiary) in any Equity Interests of any Foreign Subsidiary, or as to the rights and remedies of the Agents or any Lender with respect thereto, in each case under foreign Law, or (B) the pledge or creation of any security interest, or the effects of perfection or non-perfection, the priority or the enforceability of any pledge of or security interest to the extent such pledge, security interest, perfection or priority is not required pursuant to the Collateral and Guarantee Requirement or (C) on the Closing DateDate and until required pursuant to Section 6.11, duly executed and delivered by each Obligor that is 6.13 or 4.01(a)(v), the pledge or creation of any security interest, or the effects of perfection or non-perfection, the priority or enforceability of any pledge or security interest to the extent not required on the Closing Date pursuant to do so under the Security Agreement.Section 4.01(a)(v)..

Security Documents. The Administrative Agent (a) On the Initial Borrowing Date the Borrower shall have received executed counterparts of each Security Documentduly authorized, dated as of Closing Date, duly executed and delivered a Pledge Agreement in the form of Exhibit F (as modified, amended or supplemented from time to time in accordance with the terms thereof and hereof, the "Pledge Agreement") and shall have delivered to the Collateral Agent, as pledgee thereunder, all of the Pledged Securities referred to therein, endorsed in blank in the case of promissory notes or accompanied by executed and undated stock powers in the case of capital stock, and the Pledge Agreement shall be in full force and effect. (b) On the Initial Borrowing Date, the Borrower and each Obligorof its material Subsidiaries, if any, shall have duly authorized, executed and delivered a Security Agreement in the form of Exhibit G (as modified, amended or supplemented from time to time in accordance with the terms thereof and hereof, the "Security Agreement") covering all of the Security Agreement Collateral, together with: (iA) subject to Section 8.17, delivery executed copies of all certificates Financing Statements (Form UCC-1) or appropriate local equivalent in the case of Equity Interests that are securities (as defined in the NY UCC)) evidencing the issued and outstanding capital securities owned by each Obligor that are required to be pledged appropriate form for filing under the Security Agreement, which certificates in UCC or appropriate local equivalent of each case shall be accompanied by undated instruments of transfer duly executed in blank or, in the case of Equity Interests that are uncertificated securities (as defined in the NY UCC), confirmation and evidence reasonably satisfactory to the Administrative Agent that the security interest required to be pledged therein under the Security Agreement has been transferred to and perfected by the Administrative Agent in accordance with Articles 8 and 9 of the NY UCC and all laws otherwise applicable to the perfection of the pledge of such Equity Interests; (ii) financing statements naming each Obligor as a debtor and the Administrative Agent as the secured party (for the benefit of all Secured Parties) or other similar instruments or documents, in each case suitable for filing, to be filed under the Uniform Commercial Code (or equivalent law) of all jurisdictions jurisdiction as may be necessary to perfect the Liens of the Administrative Agent, for the benefit of the Lenders, pursuant security interests purported to be created by the Security Agreement; (iiiB) UCC-1 certified copies of Requests for Information or Copies (Form UCC-11), or equivalentequivalent reports, each of a recent date listing all effective financing statements that name the Borrower or any of its Domestic Subsidiaries or Vistar or any of its Domestic Subsidiaries as debtor and that are filed in the jurisdictions referred to in clause (A) Lien searches reasonably satisfactory in scope and substance above or as otherwise identified by the Administrative Agent, together with copies of such financing statements that name the Borrower or any of its Domestic Subsidiaries or Vistar or any of its Domestic Subsidiaries 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 covering each Obligor and its properties(y) to the extent evidencing Permitted Liens); (ivC) UCC-3 termination statementsevidence of the completion of all other recordings and filings of, or equivalentwith respect to, the Security Agreement as may be necessary to release all Liens and other rights of any Person in any collateral described or, in the reasonable opinion of the Collateral Agent, desirable, to perfect the security interests purported to be created by the Security Agreement previously granted by any PersonAgreement; and (vD) evidence that all Short-Form IP Security Agreements required other actions necessary or, in the reasonable opinion of the Collateral Agent, desirable, to perfect the security interests purported to be provided under created by the Security AgreementAgreement have been taken; and the Security Agreement shall be in full force and effect. (c) On the Initial Borrowing Date, each dated as of the Closing DateBorrower's material Subsidiaries, if any then exist, shall have duly authorized, executed and delivered by each Obligor that is required a Subsidiary Guaranty in the form of Exhibit H (as modified, amended or supplemented from time to do so under time in accordance with the Security Agreementterms thereof and hereof, the "Subsidiary Guaranty").

Security Documents. The Administrative Agent shall have received executed counterparts A. Issuer is lawfully possessed of each Security Document, dated as of Closing Date, duly executed and delivered by each Obligor, together with: (i) subject a valid and subsisting leasehold estate and usufruct rights in and to Section 8.17the Project as per the Project Documents, delivery and (ii) a valid and subsisting freehold estate in, and good and marketable title to, the Facilities, the Economic Unit and certain real estate of the Project free and clear of all certificates (in the case Liens other than Permitted Liens. B. The provisions of Equity Interests that are securities (as defined in the NY UCC)) evidencing the issued and outstanding capital securities owned by each Obligor that are required to be pledged under the Security AgreementDocuments are effective to create, which certificates in favor of the Security Trustee in each case shall be accompanied by undated instruments of transfer duly executed in blank or, in the case of Equity Interests that are uncertificated securities (as defined in the NY UCC), confirmation and evidence reasonably satisfactory to the Administrative Agent that the security interest required to be pledged therein under the Security Agreement has been transferred to and perfected by the Administrative Agent in accordance with Articles 8 and 9 of the NY UCC and all laws otherwise applicable to the perfection of the pledge of such Equity Interests; (ii) financing statements naming each Obligor as a debtor and the Administrative Agent as the secured party (for the benefit of Note Holder, a legal, valid, enforceable and, upon registration pursuant to Section 6.17, perfected Lien on all Secured Partiesof the property, assets, rights, interests and revenues of Issuer, including, without limitation, a legal, valid, enforceable and, upon registration pursuant to Section 6.17, perfected assignment as security of the Project Documents, including all of the rights deriving from the Project Documents, and Authorizations, and, upon registration pursuant to Section 6.17, all necessary and appropriate recordings and filings will have been made in all appropriate public offices, and all other necessary and appropriate action will have been taken so that each such Security Document under which Issuer or any Transaction Party purport to grant Liens, including the Assignment of Collateral, pursuant thereto creates an effective Lien on all right, title, estate and interest of Issuer (or Transaction Party, as the case may be) in the property, assets, rights, interests and revenues of Issuer (or Transaction Party) covered thereby, prior and superior to all other similar instruments Liens except for Permitted Liens, and, upon registration pursuant to Section 6.17, all necessary and appropriate Authorizations and consents to the creation, effectiveness, priority, perfection and enforcement of such Liens will have been obtained from each of the parties to the Security Documents and the relevant Governmental Authorities. The provisions of the Administration Trust Agreement are valid and effective to cause all Collateral that is Assigned from time to time thereunder to constitute an estate separate from the estate of each of the Persons contributing such Collateral pursuant to the terms thereof. The Assignment of Collateral pursuant to the Administrative Trust Agreement and the Security Trust Agreement does and will not constitute a fraudulent conveyance or documentsbe otherwise subject to avoidance. C. The provisions of the PRI Security Agreement and the Subordinated Debt Security Agreement are each effective to create, in each case suitable for filingfavor of Note Holder, to be filed under a legal, valid, enforceable and perfected Lien on the Uniform Commercial Code Collateral described therein, and all necessary and appropriate recordings and filings have been made in all appropriate public offices, and all other necessary and appropriate action has been taken (or equivalent lawwill be taken on or before the Closing Date) of all jurisdictions as may be necessary to perfect the Liens so that each of the Administrative AgentPRI Security Agreement and the Subordinated Debt Security Agreement creates an effective Lien on the Collateral covered thereby, prior and superior to all other Liens except for Permitted Liens, and all necessary and appropriate Authorizations and consents to the creation, effectiveness, priority, perfection and enforcement of such Liens will have been obtained from OrPower 9 and the relevant Governmental Authorities. The assignment of Collateral pursuant to each of the PRI Security Agreement and the Subordinated Debt Security Agreement does and will not constitute a fraudulent conveyance or be otherwise subject to avoidance. D. So long as the Security Trustee or its agent has continuous possession of the equity participations in Issuer, upon transfer annotation at the Registro Mercantil pursuant to Section 6.17, the security interests created in favor of the Security Trustee, as pledgee or trustee for the benefit of Note Holder, under the LendersSecurity Trust Agreement constitutes first perfected security interests in the equity interests in Issuer described in the Security Trust Agreement under Guatemala law subject to no security interests of any other Person. Except for the transfer annotation at the Registro Mercantil pursuant to Section 6.17, no filings or recordings are required in order to perfect such security interests created in the equity participations in Issuer under the Security Trust Agreement. The equity participations in Issuer are subject to no Liens except pursuant to the Security Agreement; (iii) UCC-1 (or equivalent) Lien searches reasonably satisfactory in scope and substance to the Administrative Agent covering each Obligor and its properties; (iv) UCC-3 termination statements, or equivalent, as may be necessary to release all Liens and other rights of any Person in any collateral described in the Security Agreement previously granted by any Person; and (v) all Short-Form IP Security Agreements required to be provided under the Security Agreement, each dated as of the Closing Date, duly executed and delivered by each Obligor that is required to do so under the Security AgreementDocuments.

Security Documents. The Administrative Agent shall have received executed counterparts of each Security Document, dated as of Closing Date, duly executed and delivered by each Obligor, together with: (i) subject to Section 8.17, Upon delivery of all certificates (in a security interest to the case of Equity Interests that are securities (as defined in Agent or any other lender which is a party to the NY UCC)) evidencing the issued and outstanding capital securities owned by each Obligor that are required to be pledged under the Security Credit Agreement, which certificates in each case shall be accompanied by undated instruments of transfer duly executed in blank or, in the case of Equity Interests that are uncertificated securities (as defined in the NY UCC), confirmation and evidence reasonably satisfactory to the Administrative Agent that the security interest required to be pledged therein under the Company will concurrently enter into a substantially similar Security Agreement has been transferred to and perfected by the Administrative Agent in accordance with Articles 8 and 9 of the NY UCC and all laws otherwise applicable to the perfection of the pledge of such Equity Interests; (ii) financing statements naming each Obligor as a debtor and the Administrative Agent as the secured party (for the benefit of all Secured Parties) or other similar instruments or documents, in each case suitable for filing, to be filed under the Uniform Commercial Code (or equivalent law) of all jurisdictions as may be necessary to perfect the Liens of the Administrative Agent, Document for the benefit of the Lendersholders of the Notes, and within three Business Days thereafter will deliver to each of the holders of the Notes the following items: (a) an executed counterpart of such Security Document or joinder agreement in respect of an existing Security Document, as appropriate; (b) to the extent a similar certificate is delivered pursuant to the Credit Agreement, a certificate signed by the President, a Vice President or another authorized Responsible Officer of the Company making representations and warranties to the effect of those contained in Sections 5.1, 5.2, 5.6 and 5.7, but with respect to such Security AgreementDocument, as applicable; (iiic) UCC-1 (or equivalent) Lien searches reasonably satisfactory in scope and substance to the Administrative Agent covering each Obligor extent documents or evidence are delivered pursuant to the Credit Agreement, such documents and its propertiesevidence with respect to the Company as any holder of the Notes may reasonably request in order to establish the authorization of the transactions contemplated by such Security Document; (ivd) UCC-3 termination statementsto the extent an opinion is delivered pursuant to the terms of the Credit Agreement, or equivalentan opinion of counsel satisfactory to the Required Holders to the effect that such Security Document has been duly authorized, executed and delivered and constitutes the legal, valid and binding contract and agreement of the Company enforceable in accordance with its terms, except as an enforcement of such terms may be necessary to release all Liens limited by bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting the enforcement of creditors’ rights of any Person in any collateral described in generally and by general equitable principles and that the Security Agreement previously security interest granted by any Persontherein is effective and has been perfected; and (ve) all Short-Form IP Security Agreements required to be provided under an executed counterpart of an intercreditor agreement or amendment in respect of the Security Intercreditor Agreement, each dated as necessary, among the holders of the Closing DateNotes and each such Person to which the Company is then delivering a Security Document giving rise the requirements of this Section 9.10, duly executed which agreement or amendment, as the case may be, shall provide that the proceeds from the enforcement of any such Security Document shall be shared on an equal and delivered by each Obligor that is required to do so under ratable basis with the Security Agreementholders of the Notes.”

Security Documents. (a) The Administrative Agent shall have received executed counterparts of each Security Document, dated as of Closing Date, duly executed and delivered by each Obligor, together with: (i) subject to Section 8.17, delivery of all certificates (in the case of Equity Interests that are securities (as defined in the NY UCC)) evidencing the issued and outstanding capital securities owned by each Obligor that are required to be pledged under the Security Agreement, which certificates in each case shall be accompanied by undated instruments of transfer duly executed in blank or, in the case of Equity Interests that are uncertificated securities (as defined in the NY UCC), confirmation and evidence reasonably satisfactory to the Administrative Agent that the security interest required to be pledged therein under the Security Agreement has been transferred to and perfected by the Administrative Agent creates in accordance with Articles 8 and 9 of the NY UCC and all laws otherwise applicable to the perfection of the pledge of such Equity Interests; (ii) financing statements naming each Obligor as a debtor and the Administrative Agent as the secured party (for the benefit of all Secured Parties) or other similar instruments or documents, in each case suitable for filing, to be filed under the Uniform Commercial Code (or equivalent law) of all jurisdictions as may be necessary to perfect the Liens favor of the Administrative Agent, for the benefit of the LendersSecured Parties referred to therein, pursuant to a legal, valid, continuing and enforceable security interest in the Collateral (as defined in the Security Agreement; ) in accordance with and subject to the terms thereof, the enforceability of which is subject to 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, and the Pledged Collateral (iiias defined in the Security Agreement), (together with stock powers or other appropriate instruments of transfer executed in blank form), have been delivered to the Administrative Agent. The financing statements, releases and other filings set forth on Schedule 3.15(a) UCC-1 (are in appropriate form and have been or equivalent) Lien searches will be filed on the Closing Date or First Amendment Effective Date, as applicable, in the offices reasonably satisfactory in scope and substance acceptable to the Administrative Agent covering and the Required Lenders. Upon such filings (and payment of applicable fees) and/or the obtaining of “control,” the Administrative Agent will have a perfected Lien on, and security interest in, to and under all right, title and interest of the grantors thereunder in all such Collateral (as defined in the Security Agreement) to the extent that it may be perfected by filing, recording or registering a financing statement or analogous document (including the proceeds of such Collateral subject to the limitations relating to such proceeds in the UCC) or by obtaining control, under the UCC (in effect on the date this representation is made) in each Obligor case prior and its properties;superior in right to any other Person (other than, in the case of (i) the ABL/LC Priority Collateral, the ABL/LC AgentsAgent, as applicable, subject to the Intercreditor Agreement and (ii) Permitted Encumbrances, to the extent any such Permitted Encumbrances would have priority over the Liens in favor of the Administrative Agent pursuant to any applicable law). (ivb) UCC-3 termination When the Security Agreement (or a short form thereof) is filed in the United States Patent and Trademark Office and the United States Copyright Office and when financing statements, releases and other filings set forth on Schedule 3.15(b) in appropriate form are filed (which filings shall occur on or equivalentprior to the Closing Date) or First Amendment Effective Date, as applicable) in the offices reasonably acceptable to the Administrative Agent and the Required Lenders, (and the applicable fees are paid), the Security Agreement shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the applicable Loan Parties in the Intellectual Property constituting Collateral in accordance with and subject to the terms thereof to the extent a security interest may be perfected by filing, recording or registering a security agreement, financing statement or analogous document in the United States Patent and Trademark Office or the United States Copyright Office, as applicable, in each case prior and superior in right to any other Person (other than Permitted Encumbrances, to the extent any such Permitted Encumbrances would have priority over the Liens in favor of the Administrative Agent pursuant to any applicable law) (it being understood that subsequent recordings in the United States Patent and Trademark Office and the United States Copyright Office may be necessary to release all Liens perfect a Lien on patents, patent applications, registered trademarks, trademark applications and copyrights (whether or not registered) acquired by the Loan Parties after the date hereofClosing Date). Notwithstanding the foregoing, nothing in this Agreement shall require any Loan Party to make any filings or take any other rights of any Person actions to record or perfect the Administrative Agent’s Lien on and security interest in any collateral described Intellectual Property outside the United States (other than any applicable filings or actions taken with respect to any Foreign Subsidiary formed in any Material Foreign Jurisdiction in accordance with Section 5.17(b) or to reimburse Agent or any Lender for the Security Agreement previously granted by any Person; and (vsame) all Short-Form IP Security Agreements required with respect to be provided under jurisdictions other than Canada and the Security Agreement, each dated as of the Closing Date, duly executed and delivered by each Obligor that is required to do so under the Security AgreementUnited Kingdom.

Security Documents. The (a) Subject to Section 5.12, each of the Security Documents (other than the Mortgages) is effective to create in favor of the Administrative Agent shall have received executed counterparts for the benefit of each the Secured Parties, a legal, valid and enforceable security interest in the Collateral described therein and proceeds thereof. In the case of (i) any Pledged Equity as described in the Security DocumentDocuments which is in certificated form, dated as of Closing Datewhen any stock, membership or partnership unit certificates representing such Pledged Equity are delivered to, and in the possession of, the Administrative Agent, (ii) the Debt Service Reserve Account, when the Depositary Agreement is duly executed and delivered to the Administrative Agent, and (iii) the other Collateral described in the Security Documents, when financing statements in appropriate form are filed in the offices specified on Schedule 3.19(a), the security interest created in favor of the Administrative Agent for the benefit of the Secured Parties in such Pledged Equity, Debt Service Reserve Account and other Collateral shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such Pledged Equity, Debt Service Reserve Account and other Collateral and the proceeds thereof, in which a security interest may be perfected by delivery to the Administrative Agent of such Pledged Equity, due execution and delivery of the Depositary Agreement to the Administrative Agent or by filing a financing statement in the United States, as security for the Obligations, in each Obligor, together with:case prior and superior in right to any other Person (other than Persons holdings Liens or other encumbrances or rights that are permitted by this Agreement to be incurred pursuant to Section 6.3). (ib) subject Subject to Section 8.175.12, delivery each of all certificates the Mortgages is effective to create in favor of the Administrative Agent for the benefit of the Secured Parties, a legal, valid and enforceable Lien on the Mortgaged Properties described therein and proceeds thereof; and when the Mortgages are filed or published in the offices specified on Schedule 3.19(b) (in the case of Equity Interests that are securities the Mortgages to be executed and delivered pursuant to Section 5.12) or in the recording office designated by the Borrower (in the case of any Mortgage to be executed and delivered pursuant to Section 5.10(b)), each Mortgage shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the applicable party to the Mortgage in the Mortgaged Properties described therein and the proceeds thereof, as security for the Obligations (as defined in the NY UCCrelevant Mortgage)) evidencing the issued and outstanding capital securities owned by each Obligor that are required to be pledged under the Security Agreement, which certificates in each case shall be accompanied by undated instruments of transfer duly executed in blank or, in the case of Equity Interests that are uncertificated securities (as defined in the NY UCC), confirmation and evidence reasonably satisfactory to the Administrative Agent that the security interest required to be pledged therein under the Security Agreement has been transferred to and perfected by the Administrative Agent in accordance with Articles 8 and 9 of the NY UCC and all laws otherwise applicable to the perfection of the pledge of such Equity Interests; (ii) financing statements naming each Obligor as a debtor and the Administrative Agent as the secured party (for the benefit of all Secured Parties) or other similar instruments or documents, in each case suitable for filing, prior and superior in right to any other Person (other than Persons holding Liens or other encumbrances or rights permitted by this Agreement to be filed under the Uniform Commercial Code (or equivalent law) of all jurisdictions as may be necessary to perfect the Liens of the Administrative Agent, for the benefit of the Lenders, incurred pursuant to the Security Agreement; (iii) UCC-1 (or equivalent) Lien searches reasonably satisfactory in scope and substance to the Administrative Agent covering each Obligor and its properties; (iv) UCC-3 termination statements, or equivalent, as may be necessary to release all Liens and other rights of any Person in any collateral described in the Security Agreement previously granted by any Person; and (v) all Short-Form IP Security Agreements required to be provided under the Security Agreement, each dated as of the Closing Date, duly executed and delivered by each Obligor that is required to do so under the Security AgreementSection 6.3).

Security Documents. (a) The Administrative Agent shall have received executed counterparts of each Security Document, dated as of Documents (other than Post-Closing Date, duly executed and delivered by each Obligor, together with: (iGaming Pledge Agreements) subject are effective to Section 8.17, delivery of all certificates (create in the case of Equity Interests that are securities (as defined in the NY UCC)) evidencing the issued and outstanding capital securities owned by each Obligor that are required to be pledged under the Security Agreement, which certificates in each case shall be accompanied by undated instruments of transfer duly executed in blank or, in the case of Equity Interests that are uncertificated securities (as defined in the NY UCC), confirmation and evidence reasonably satisfactory to the Administrative Agent that the security interest required to be pledged therein under the Security Agreement has been transferred to and perfected by the Administrative Agent in accordance with Articles 8 and 9 of the NY UCC and all laws otherwise applicable to the perfection of the pledge of such Equity Interests; (ii) financing statements naming each Obligor as a debtor and the Administrative Agent as the secured party (for the benefit of all Secured Parties) or other similar instruments or documents, in each case suitable for filing, to be filed under the Uniform Commercial Code (or equivalent law) of all jurisdictions as may be necessary to perfect the Liens favor of the Administrative Agent, for the benefit of the LendersSecured Parties, a legal, valid and enforceable security interest in the Collateral described therein and proceeds thereof. From and after execution and delivery thereof, the Post-Closing Gaming Pledges will be effective to create in favor of the Administrative Agent, for the benefit of the Secured Parties, a legal, valid and enforceable security interest in the Collateral described therein and proceeds thereof. In the case of the Pledged Stock pledged in favor of the Administrative Agent pursuant to the Security Agreement; (iiiPledge Agreements, when any certificates representing such Pledged Stock that is a security under Section 8-102(a)(15) UCC-1 (or equivalent) Lien searches reasonably satisfactory in scope and substance of the UCC are delivered to the Administrative Agent covering each Obligor Agent, and its properties; (iv) UCC-3 termination statements, or equivalent, as may be necessary to release all Liens and in the case of the other rights of any Person in any collateral Collateral described in the Security Agreement previously granted Documents as to which a security interest can be perfected by filing of the UCC financing statement, when UCC financing statements in appropriate form are filed in the offices specified on Schedule 4.19(a) (which financing statements have been duly completed and delivered to the Administrative Agent), the security interests created by the Security Documents securing such Collateral shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral and the proceeds thereof, as security for the Obligations, in each case prior and superior in right to any Person; andother Person (except, in the case of Collateral other than Pledged Stock, Liens permitted by Section 7.3). (vb) all Short-Form IP Security Agreements required Each of the Mortgages is effective to create in favor of the Administrative Agent, for the benefit of the Secured Parties, a legal, valid and enforceable Lien on the Mortgaged Properties described therein and proceeds thereof; and when the Mortgages are filed in the offices specified on Schedule 4.19(b) (in the case of the Mortgages to be provided under the Security Agreement, each dated as of the Closing Date, duly executed and delivered on the Effective Date) or in the recording office designated by the Borrower (in the case of any Mortgage to be executed and delivered pursuant to Section 6.10(b)), each Obligor that is required Mortgage shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in the Mortgaged Properties described therein and the proceeds thereof, as security for the Obligations (as defined in the relevant Mortgage), in each case prior and superior in right to do so under any other Person (other than Persons holding Liens or other encumbrances or rights permitted by the Security Agreementrelevant Mortgage).

Security Documents. (a) The Administrative Agent shall have received executed counterparts Collateral Mortgage Bonds are entitled to the benefits of each Security Document, dated as the Second Indenture and secured by the Lien of Closing Date, duly executed and delivered by each Obligor, together with: (i) subject to Section 8.17, the Second Indenture. Upon delivery of all certificates (in the case of Equity Interests that are securities (as defined in the NY UCC)) evidencing the issued and outstanding capital securities owned by each Obligor that are required to be pledged under the Security Agreement, which certificates in each case shall be accompanied by undated instruments of transfer duly executed in blank or, in the case of Equity Interests that are uncertificated securities (as defined in the NY UCC), confirmation and evidence reasonably satisfactory Collateral Mortgage Bonds to the Administrative Agent that the security interest required to be pledged therein under the Security Bond Delivery Agreement has been transferred to and perfected at all times thereafter (except as contemplated by Section 9.14), the Administrative Agent in accordance with Articles 8 and 9 of the NY UCC and all laws otherwise applicable to the perfection of the pledge of such Equity Interests; (ii) financing statements naming each Obligor as a debtor Collateral Mortgage Bonds will be "Outstanding" and the Administrative Agent will be the "Holder" of the Collateral Mortgage Bonds for all purposes of the Second Indenture. The Second Indenture constitutes a valid mortgage lien on and a valid and perfected security interest in the properties or franchises described therein as being subject to the secured party Lien of the Second Indenture. As of the date hereof no material properties or franchises subject to the Lien of the Second Indenture have been released from such Lien, and, as of any subsequent date, no such properties or franchises shall have been released from the Lien of the Second Indenture except in accordance with the terms thereof. (for b) The provisions of the benefit of all Secured PartiesSecurity Documents not covered by paragraph (a) or other similar instruments or documentsabove are effective to create, in each case suitable for filing, to be filed under the Uniform Commercial Code (or equivalent law) of all jurisdictions as may be necessary to perfect the Liens favor of the Administrative Agent, Agent for the benefit of the Lenderssecured parties thereunder, pursuant to legal, valid and enforceable Liens on or in all of the Security Agreement; (iii) UCC-1 (or equivalent) Lien searches reasonably satisfactory in scope Collateral subject thereto, and substance all necessary deliveries of property to the Administrative Agent and all necessary and appropriate recordings and filings have been made in all necessary and appropriate public offices so that the Liens created by such Security Documents constitute perfected Liens on or in all rights, titles, estates and interests of the Borrower and any applicable Subsidiaries in the Collateral covered thereby, prior and superior to all other Liens and all necessary and appropriate consents to the creation and perfection of such Liens have been obtained. No mortgage or financing statement or other instrument or recordation covering each Obligor and its properties; (iv) UCC-3 termination statementsall or any part of the Collateral is on file in any recording office which has not been terminated or released, or equivalent, except as may be necessary to release all Liens and other rights of any Person have been filed in any collateral described in the Security Agreement previously granted by any Person; and (v) all Short-Form IP Security Agreements required to be provided under the Security Agreement, each dated as favor of the Closing Date, duly executed and delivered by each Obligor that is required to do so under the Security AgreementAdministrative Agent.

Security Documents. (a) The Administrative Agent shall have received executed counterparts of each Security DocumentDocuments, dated as of Closing Date, duly executed upon execution and delivered by each Obligor, together with: (i) subject to Section 8.17, delivery of all certificates (in the case of Equity Interests that are securities (as defined in the NY UCC)) evidencing the issued and outstanding capital securities owned by each Obligor that are required to be pledged under the Security Agreement, which certificates in each case shall be accompanied by undated instruments of transfer duly executed in blank or, in the case of Equity Interests that are uncertificated securities (as defined in the NY UCC), confirmation and evidence reasonably satisfactory to the Administrative Agent that the security interest required to be pledged therein under the Security Agreement has been transferred to and perfected thereof by the Administrative Agent parties thereto, will create in accordance with Articles 8 and 9 of the NY UCC and all laws otherwise applicable to the perfection of the pledge of such Equity Interests; (ii) financing statements naming each Obligor as a debtor and the Administrative Agent as the secured party (for the benefit of all Secured Parties) or other similar instruments or documents, in each case suitable for filing, to be filed under the Uniform Commercial Code (or equivalent law) of all jurisdictions as may be necessary to perfect the Liens favor of the Administrative Agent, for the ratable benefit of the Lenders, pursuant to a legal, valid and enforceable security interest in the Collateral described therein and the proceeds thereof and (i) when the Instruments (as defined in the Security Agreement; Documents) and certificates evidencing Pledged Debt (iiias defined in the Security Documents) UCC-1 or Pledged Equity (or equivalent) Lien searches reasonably satisfactory as defined in scope and substance the Security Documents), as applicable, are delivered to the Administrative Agent covering each Obligor (or the First Lien Agent as bailee for the Administrative Agent pursuant to the Intercreditor Agreement), the Lien created under Security Documents shall constitute a perfected Lien on, and its properties; (iv) UCC-3 termination statementssecurity interest in, or equivalentall right, as may be necessary to release all Liens title and other rights interest of any Person the Restricted Persons in any collateral described such Instruments or certificates, and (ii) when financing statements in appropriate form are filed in the Security Agreement previously granted by any Person; and (voffices specified in Section 4.28(a) all Short-Form IP Security Agreements required to be provided of the Disclosure Schedule, the Lien created under the Security AgreementDocuments will constitute a perfected Lien on, each dated as and security interest in, all right, title and interest of the Closing DateRestricted Persons in such Collateral to the extent that such Lien can be perfected by the filing of a financing statement, duly executed in each case subject to Permitted Liens. (b) The Mortgages are effective to create in favor of the Administrative Agent, for the ratable benefit of the Lenders, a legal, valid and delivered by enforceable Lien on all of the Restricted Persons’ right, title and interest in and to the Mortgaged Property (as defined in the Mortgages) thereunder and the proceeds thereof, and when the Mortgages are filed in the offices specified in Section 4.28(b) of the Disclosure Schedule, the Mortgages shall constitute a perfected Lien on, and security interest in, all right, title and interest of the Restricted Persons in such Mortgaged Property and the proceeds thereof, in each Obligor that is required case prior and superior in right to do so under any other Person, other than with respect to the Security Agreementrights of Persons pursuant to Permitted Liens.

Security Documents. The Administrative Agent Security Documents shall have received executed counterparts of each Security Document, dated as of Closing Date, been duly executed and delivered by each Obligorthe parties thereto, together with: the security interests created pursuant thereto shall be effective and the Joint Security Agent shall hold a first-priority security interest in (or there shall exist evidence acceptable to J.▇. ▇▇▇▇▇▇ Securities Inc. that, immediately after the payment and delivery described in Section 2(a) of this Agreement, all such Security Documents will be executed and delivered by the parties thereto, the security interests created pursuant thereto will be effective and the Joint Security Agent will hold a first-priority security interest in (in which case the Issuer and the Guarantors will cooperate with the Joint Security Agent to ensure that all such Security Documents are promptly and duly executed and delivered)) (i) subject to Section 8.17, delivery the share capital of all certificates (in the case of Equity Interests that are securities (as defined in the NY UCC)) evidencing the issued and outstanding capital securities Issuer owned by each Obligor that are required to be pledged under the Security AgreementOskar Finance, which certificates in each case shall be accompanied by undated instruments of transfer duly executed in blank or, in the case of Equity Interests that are uncertificated securities (as defined in the NY UCC), confirmation and evidence reasonably satisfactory to the Administrative Agent that the security interest required to be pledged therein under the Security Agreement has been transferred to and perfected by the Administrative Agent in accordance with Articles 8 and 9 of the NY UCC and all laws otherwise applicable to the perfection of the pledge of such Equity Interests; (ii) financing statements naming each Obligor as a debtor the share capital of Oskar Finance, (iii) the principal trademarks of the Issuer, (iv) the telecommunications network of the Issuer, (v) the receivables from bank account maintenance agreements of the Issuer, (vi) certain insurance proceeds due the Issuer, (vii) the bank accounts of the Parent Guarantor and (viii) the Administrative Agent as the secured party (for the benefit bank accounts of all Secured Parties) or other similar instruments or documentsOskar Finance, in each case suitable for filingcase, perfected to be filed under the Uniform Commercial Code (or equivalent law) of all jurisdictions as may be necessary to perfect fullest extent possible on the Liens of the Administrative Agent, Closing Date for the benefit of the LendersJoint Security Agent as joint creditor with the holders of the Securities and which, pursuant to the Security Agreement; (iii) UCC-1 (or equivalent) Lien searches reasonably satisfactory in scope and substance to the Administrative Agent covering each Obligor and its properties; (iv) UCC-3 termination statements, or equivalent, as may be necessary to release all Liens and other rights of any Person in any collateral described in the Security Agreement previously granted by any Person; and (v) all Short-Form IP Security Agreements required to be provided under the Security Agreement, each dated as of the Closing Date, duly executed will not be subject to any prior or pari passu ranking security, other than sharing in the first-priority liens and delivered by each Obligor that is required security interests on a pari passu basis with the Senior Credit Facility pursuant to do so the Security Documents, except as described in the Offering Memorandum under the Security Agreementheading "Description of notes―Security".