Common use of Security Documents Clause in Contracts

Security Documents. (a) Each of the Collateral Agreement and the Holdings Guarantee and Pledge Agreement is effective to create in favor of the Collateral Agent (for the benefit of the Secured Parties), in each case, a legal, valid and enforceable security interest in the Collateral described therein and proceeds thereof. As of the Closing Date, in the case of the Pledged Collateral described in the Collateral Agreement, when certificates or promissory notes, as applicable, representing such Pledged Collateral and required to be delivered under the applicable Security Document are delivered to the Collateral Agent, and in the case of the other Collateral described in the Collateral Agreement (other than the Intellectual Property), when financing statements and other filings specified in the Perfection Certificate are filed in the offices specified in the Perfection Certificate, 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, subject to Section 9-315 of the New York Uniform Commercial Code, the proceeds thereof, as security for the Obligations to the extent perfection can be obtained by filing Uniform Commercial Code financing statements, in each case prior and superior in right to the Lien of any other person (except Permitted Liens).

Security Documents. (a) Each of the The Collateral Agreement and the Holdings Guarantee and Pledge Agreement is are effective to create in favor of the Collateral Agent (for the benefit of the Secured Parties), in each case, a legal, valid and enforceable security interest in the Collateral described therein and proceeds thereof. As of the Closing Date, in the case of the Pledged Collateral described in the Collateral Agreement and the Holdings Guarantee and Pledge Agreement, when certificates or promissory notes, as applicable, representing such Pledged Collateral and required to be delivered under the applicable Security Document are delivered to the Collateral Agent, and in the case of the other Collateral described in the Collateral Agreement (other than the Intellectual Property), when financing statements and other filings specified in the Perfection Certificate are filed in the offices specified in the Perfection Certificate, 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, subject to Section 9-315 of the New York Uniform Commercial Code, the proceeds thereof, as security for the Obligations to the extent perfection can be obtained by filing Uniform Commercial Code financing statements, in each case prior and superior in right to the Lien of any other person (except (x) Liens having priority by operation of law and (y) in the case of Collateral other than certificated securities and instruments of which the Collateral Agent has possession, Permitted Liens).

Security Documents. (a) Each of the Collateral Agreement and the Holdings Guarantee and Pledge Agreement Security Document is effective to create in favor of the Collateral Agent (for the benefit of the Secured Parties), in each case, ) a legal, valid and enforceable security interest in the Collateral described therein and proceeds thereof. As of the Closing Date, in the case of the Pledged Collateral described in the Collateral Agreement, when certificates or promissory notes, as applicable, representing such Pledged Collateral and required to be delivered under the applicable Security Document are delivered to the Collateral Agent, and in the case of the other Collateral described in the Collateral Agreement (other than the Intellectual Property), when financing statements and other filings specified in the Perfection Certificate are filed in the offices specified in the Perfection Certificate, the Collateral Agent (for the benefit of the Secured Parties) shall have a fully perfected Lien (subject to all Permitted Liens) on, 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 to the extent perfection can be obtained by filing Uniform Commercial Code financing statementsstatements or possession, in each case prior and superior in right to the Lien of any other person (except Permitted Liens).

Security Documents. (a) Each of the Collateral Agreement and the Holdings The Guarantee and Pledge Collateral Agreement is effective to create in favor of the Collateral Agent (Agent, for the benefit of the Secured Parties), in each case, a legal, valid valid, binding and enforceable security interest in the Collateral described therein and proceeds and products thereof. As of the Closing Date, in In the case of the (i) Pledged Collateral described in the Collateral AgreementEquity Interests represented by certificates, (x) when such certificates or promissory notes, as applicable, representing such Pledged Collateral and required to be delivered under the applicable Security Document are delivered to the Collateral AgentAgent and registered under the relevant stock ledgers registry book or (y) when financing statements in appropriate form are filed in the offices specified on Schedule 3.18, and in the case of (ii) the other Collateral described in the Guarantee and Collateral Agreement (other than the Intellectual Property)Agreement, when financing statements and other filings specified in the Perfection Certificate appropriate form are filed in the offices specified in on Schedule 3.18 and such other filings as are specified on Schedule 3 to the Perfection CertificateGuarantee and Collateral Agreement have been completed, the Lien created by the Guarantee and Collateral Agent (for the benefit of the Secured Parties) Agreement shall have constitute a fully perfected Lien on, 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, and the proceeds and products thereof, as security for the Secured Obligations to (as defined in the extent perfection can be obtained by filing Uniform Commercial Code financing statementsGuarantee and Collateral Agreement), in each case case, prior and superior in right to the Lien of any other person Person (except except, with respect to priority only, Permitted Prior Liens and, in the case of collateral constituting Equity Interests, Permitted Equity Liens).

Security Documents. (a) Each of the Collateral Agreement and Security Documents described in Schedule 1.01(a) will as of the Holdings Guarantee and Pledge Agreement is Original Effective Date be effective to create in favor of the Collateral Agent (for the benefit of the Secured Parties), in each case, ) a legal, valid and enforceable security interest in the Collateral described therein and proceeds thereof(subject to any limitations specified therein). As of the Closing Date, in In the case of the Pledged Collateral described in any of such Security Documents the Collateral Agreementsecurity interest in which is perfected by delivery thereof, when certificates or promissory notes, as applicable, representing such Pledged Collateral and required to be delivered under the applicable Security Document are delivered to the Collateral Agent, and in the case of the other Collateral described in the Collateral Agreement any such Security Document (other than the Intellectual PropertyProperty (as defined in the U.S. Collateral Agreement)), when financing statements and other filings specified in on Schedule 6 of the Perfection Certificate in appropriate form are filed in the offices specified in on Schedule 7 of the Perfection Certificate, 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, subject to Section 9-315 of the New York Uniform Commercial Code, the proceeds thereofCollateral, as security for the Obligations to the extent perfection can be obtained by filing Uniform Commercial Code financing statementssecured thereby, in each case prior and superior in right to the Lien of any other person Person (except Permitted Liensexcept, in the case of Collateral other than Pledged Collateral, Liens expressly permitted by Section 6.02 and Liens having priority by operation of law).

Security Documents. (a) Each of the The Collateral Agreement and the Holdings Guarantee and Pledge Agreement is effective to create in favor of the Collateral Agent (for the benefit of the Secured Parties), in each case, ) a legal, valid and enforceable security interest in the Collateral described therein and proceeds thereof. As of the Closing Date, in In the case of the Pledged Collateral described in the Collateral Agreement, when certificates or promissory notes, as applicable, representing such Pledged Collateral and required to be delivered under the applicable Security Document Collateral, together with stock powers or other instruments of transfer with respect thereto endorsed in blank, are delivered to the Collateral Agent, and in the case of the other Collateral described in the Collateral Agreement (other than the Intellectual PropertyProperty (as defined in the Collateral Agreement)), when financing statements and other filings specified in the Perfection Certificate are filed in the offices specified in the Perfection Certificate, 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, subject to Section 9-315 of the New York Uniform Commercial Code, the proceeds thereof, as security for the ABL Finance Obligations to the extent perfection can be obtained by filing Uniform Commercial Code financing statements, in each case prior and superior in right to the Lien of any other person Person (except for Permitted LiensLiens and subject to the Intercreditor Agreements).

Security Documents. (a) Each of the Collateral Agreement and the Holdings Guarantee and Pledge Agreement Security Document is effective to create in favor of the Collateral Agent (for the benefit of the Secured Parties), in each case, ) a legal, valid and enforceable security interest in the Collateral described therein and proceeds thereof. As of the Closing Date, in the case of the Pledged Collateral described in the Collateral Agreement, when certificates or promissory notes, as applicable, representing such Pledged Collateral and required to be delivered under the applicable Security Document are delivered to the Collateral Agent, and in the case of the other Collateral described in the Collateral Agreement (other than the Intellectual PropertyProperty as described in clause (b)), when financing statements and other filings specified in the Perfection Certificate are filed in the offices specified in the Perfection Certificate, the Collateral Agent (for the benefit of the Secured Parties) shall have a fully perfected Lien (subject to all Permitted Liens) on, 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 to the extent perfection can be obtained by filing Uniform Commercial Code financing statementsstatements or possession, in each case prior and superior in right to the Lien of any other person (except Permitted Liens).

Security Documents. (a) Each of the Collateral Agreement and the Holdings Guarantee and Pledge Agreement Security Document is effective to create in favor of the Collateral Agent (for the benefit of the Secured Parties), in each case, ) a legal, valid and enforceable security interest in the Collateral described therein and proceeds thereofthereof to the fullest extent permitted under applicable law. As of the Closing Date, in In the case of the Pledged Collateral described in a Security Document and to the Collateral Agreementextent appropriate in the applicable jurisdictions, when certificates or promissory notes, as applicable, representing such Pledged Collateral and required to be delivered under the applicable Security Document are delivered to the Collateral Agent, and in the case of the other Collateral described in the Collateral Agreement such Security Document (other than the Intellectual PropertyProperty (as defined in the Collateral Agreement)), except as otherwise provided in the Collateral Agreement, when financing statements and other filings specified in the Perfection Certificate are filed in the offices specified in the Perfection Certificate, 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, subject to Section 9-315 of the New York Uniform Commercial Code, the proceeds thereof, as security for the Obligations to the extent perfection in such Collateral can be obtained by filing Uniform Commercial Code financing statements, in each case prior and superior in right to the Lien of any other person (except for Permitted Liens).

Security Documents. (a) Each of the Collateral Agreement and the Holdings Guarantee and Pledge Agreement Security Document is effective to create in favor of the Collateral Agent (for the benefit of the Secured Parties), in each case, ) a legal, valid and enforceable security interest in the Collateral described therein and proceeds thereofthereof to the fullest extent permitted under applicable law. As of the Closing Date, in In the case of the Pledged Collateral described in a Security Document and to the Collateral Agreementextent appropriate in the applicable jurisdictions, when certificates or promissory notes, as applicable, representing such Pledged Collateral and required to be delivered under the applicable Security Document are delivered to the Collateral Agent, and in the case of the other Collateral described in the Collateral Agreement such Security Document (other than Intellectual Property (as defined in the Intellectual PropertyCollateral Agreement)), except as otherwise provided in the Collateral Agreement, when financing statements and other filings specified in the Perfection Certificate are filed in the offices specified in the Perfection Certificate, 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, subject to Section 9-315 of the New York Uniform Commercial Code, the proceeds thereof, as security for the Obligations to the extent perfection in such Collateral can be obtained by filing Uniform Commercial Code financing statements, in each case prior and superior in right to the Lien of any other person (except for Permitted Liens).

Security Documents. (a) Each of the The Collateral Agreement and the Holdings Guarantee and Pledge Agreement is effective to create in favor of the Collateral Administrative Agent (for the benefit of the Secured Parties), in each case, ) a legal, valid and enforceable security interest in the Collateral described therein and proceeds thereof. As of the Closing Date, in In the case of the Pledged Collateral described in the Collateral Agreement, when certificates or promissory notes, as applicable, representing such Pledged Collateral and required to be delivered under the applicable Security Document are delivered to the Collateral Administrative Agent (together with transfer powers or endorsements executed in blank), in the case of Deposit Accounts, 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 (other than the Intellectual Propertyregistered copyrights and copyright applications), when financing statements and other filings specified in the Perfection Certificate described on Schedule 3.17 are filed in the offices specified in the Perfection Certificateon Schedule 3.17, the Collateral 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 Collateral and, subject to Section 9-315 of the New York Uniform Commercial Code, the proceeds thereof, as security for the Obligations Obligations, in each case to the extent perfection security interests in such Collateral can be obtained perfected by delivery of such certificates or notes, as applicable, representing Pledged Collateral, 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 the Lien of any other person (except Permitted LiensLiens expressly permitted by Section 6.02 and Liens having priority by operation of law).

Security Documents. (a) Each of the The Collateral Agreement and the Holdings Guarantee and Pledge Agreement is effective to create in favor of the Collateral Agent (for the benefit of the Secured Parties), in each case, ) a legal, valid and enforceable security interest in the Collateral described therein and proceeds thereof. As of the Closing Date, in In the case of the Pledged Collateral described in the Collateral Agreement, when certificates or promissory notes, as applicable, representing such Pledged Collateral and required to be delivered under the applicable Security Document are delivered to the Collateral AgentAgent (together with transfer powers or endorsements executed in blank), and in the case of the other Collateral described in the Collateral Agreement (other than the Intellectual Propertyregistered copyrights and copyright applications), when financing statements and other filings specified in the Perfection Certificate described on Schedule 3.17 are filed by the Administrative Agent in the offices specified in the Perfection Certificateon Schedule 3.17, 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, subject to Section 9-315 of the New York Uniform Commercial Code, the proceeds thereof, as security for the Obligations to the extent perfection can be obtained by filing Uniform Commercial Code financing statements, in each case prior and superior in right to the Lien of any other person (except Permitted Liensexcept, in the case of Collateral other than Pledged Collateral, Liens expressly permitted by Section 6.02 and Liens having priority by operation of law).

Security Documents. (a) Each of After the Collateral execution and delivery thereof, the Pledge and Security Agreement and the Holdings Guarantee and Partnership Interest Pledge Agreement is are effective to create in favor of the Collateral Agent (Agent, for the benefit of the Secured Parties), in each case, a legal, valid and enforceable security interest in the Collateral described therein and proceeds thereof. As of the Closing Date, in In the case of the Pledged Collateral Stock described in the Collateral Pledge and Security Agreement and the Partnership Interest Pledge Agreement, when stock certificates or promissory notes, as applicable, (if any) representing such Pledged Collateral and required to be delivered under the applicable Security Document Stock are delivered to the Collateral Agent, and in the case of the other Collateral described in the Collateral Agreement (other than the Intellectual Property)Pledge and Security Agreement, when financing statements and other filings specified in on Schedule 5 of the Perfection Certificate in appropriate form are filed in the offices specified in on Schedule 6 of the Perfection Certificate, the Collateral Agent (for the benefit of the Secured Parties) Pledge and Security Agreement shall have constitute a fully perfected Lien on, 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, and the proceeds thereofthereof to the extent security interests can be so perfected (by delivery or filing UCC financing statements as applicable) on such Collateral, as security for the Obligations to the extent perfection can be obtained by filing Uniform Commercial Code financing statementsSecured Obligations, in each such case prior and superior in right to the Lien of any other person Person (except except, in the case of Collateral other than Pledged Stock, other Permitted Liens).

Security Documents. (a) Each of the Collateral Agreement and the Holdings The Guarantee and Pledge Collateral Agreement is effective to create in favor of the Collateral Agent (Administrative Agent, for the benefit of the Secured Parties), in each caseLenders, a legal, valid and enforceable security interest in the Collateral described therein in Section 3 thereof and proceeds thereofof such Collateral. As of the Closing Date, in In the case of (a) the Pledged Collateral Equity Interests described in the Guarantee and Collateral Agreement, when stock certificates or promissory notes, as applicable, representing such certificated Pledged Collateral and required to be delivered under the applicable Security Document Equity Interests are delivered to the Collateral Agent, and Administrative Agent or when financing statements in appropriate form are filed in the case of offices specified on Schedule 3.18 and (b) the other Collateral described in the Guarantee and Collateral Agreement (other than the Intellectual Property)Agreement, when financing statements and other filings specified on Schedule 3.18 (or otherwise notified to the Administrative Agent) in the Perfection Certificate appropriate form are filed in the offices specified in on Schedule 3.18 (or otherwise notified to the Perfection CertificateAdministrative Agent), the Guarantee and Collateral Agent (for the benefit of the Secured Parties) Agreement shall have constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral and, subject to (other than as described in Section 9-315 of the New York Uniform Commercial Code, 5.09) and the proceeds thereof, as security for the Obligations to (as defined in the extent perfection can be obtained by filing Uniform Commercial Code financing statementsGuarantee and Collateral Agreement), in each case prior and superior in right to the Lien of any other person Person (except Permitted Liensexcept, in the case of Collateral other than Equity Interests, Liens permitted by Section 6.03).

Security Documents. (a) Each of The Pledge and Security Agreement, the Collateral Limited Guarantee Agreement and the Holdings Guarantee and Pledge Agreement is Intellectual Property Security Agreements are each effective to create in favor of the Collateral Agent (Administrative Agent, for the benefit of the Secured Parties), in each caseLenders, a legal, valid and enforceable security interest in the Collateral described therein and proceeds thereof. As of the Closing Date, in In the case of the Pledged Collateral pledged stock and other equity interests described in the Collateral AgreementPledge and Security Agreement (used herein as defined in such agreement, when the “Pledged Stock”), when, to the extent not previously delivered, stock certificates or promissory notes, as applicable, representing such Pledged Collateral and required to be delivered under the applicable Security Document Stock are delivered to the Collateral Administrative Agent, and in the case of the other Collateral described in the Collateral Pledge and Security Agreement, the Limited Guarantee Agreement (other than and the Intellectual Property)Property Security Agreements when, when to the extent not previously so filed, financing statements and other filings specified on Schedule 4.17 in the Perfection Certificate appropriate form are filed in the offices specified in the Perfection Certificateon Schedule 4.17, the Collateral Agent (for Pledge and Security Agreement, the benefit of Limited Guarantee Agreement and the Secured Parties) Intellectual Property Security Agreements shall have each constitute a fully perfected Lien on, 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, described in such agreements and the proceeds thereof, as security for the Obligations to (as defined in each of the extent perfection can be obtained by filing Uniform Commercial Code financing statementsPledge and Security Agreement and the Limited Guarantee Agreement), in each case prior and superior in right to the Lien of any other person Person (except Permitted Liensexcept, in the case of Collateral other than Pledged Stock, Liens permitted by Section 7.3).

Security Documents. (a) Each of the Collateral Agreement and Security Documents described in Schedule 1.01(a) will as of the Holdings Guarantee and Pledge Agreement is Effective Date be effective to create in favor of the Collateral Agent (for the benefit of the Secured Parties), in each case, ) a legal, valid and enforceable security interest in the Collateral described therein and proceeds thereof(subject to any limitations specified therein). As of the Closing Date, in In the case of the Pledged Collateral described in any of such Security Documents the Collateral Agreementsecurity interest in which is perfected by delivery thereof, when certificates or promissory notes, as applicable, representing such Pledged Collateral and required to be delivered under the applicable Security Document are delivered to the Collateral Agent, and in the case of the other Collateral described in the Collateral Agreement any such Security Document (other than the Intellectual PropertyProperty (as defined in the U.S. Collateral Agreement)), when financing statements and other filings specified in on Schedule 6 of the Perfection Certificate in appropriate form are filed in the offices specified in on Schedule 7 of the Perfection Certificate, 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, subject to Section 9-315 of the New York Uniform Commercial Code, the proceeds thereofCollateral, as security for the Obligations to the extent perfection can be obtained by filing Uniform Commercial Code financing statementssecured thereby, in each case prior and superior in right to the Lien of any other person Person (except Permitted Liensexcept, in the case of Collateral other than Pledged Collateral, Liens expressly permitted by Section 6.02 and Liens having priority by operation of law).

Security Documents. (a) Each Security Document will, following the consummation of the Collateral Agreement and the Holdings Guarantee and Pledge Agreement is Enhabit Transactions, be effective to create in favor of the Collateral Agent (for the benefit of the Secured Parties), in each case, ) a legal, valid and enforceable security interest in the Collateral described therein and proceeds thereof. As of the Closing Date, in In the case of the Pledged Collateral described in the Collateral Agreement, when certificates or promissory notes, as applicable, representing such Pledged Collateral and required to be delivered under the applicable Security Document are delivered to the Collateral Agent, and in the case of the other Collateral described in the Collateral Agreement (other than the Intellectual Property), when financing statements and other filings specified in the Perfection Certificate are filed in the offices specified in the Perfection Certificate, the Collateral Agent (for the benefit of the Secured Parties) shall have a fully perfected Lien (subject to all Permitted Liens) on, 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 to the extent perfection can be obtained by filing Uniform Commercial Code financing statementsstatements or possession, in each case prior and superior in right to the Lien of any other person (except Permitted Liens).

Security Documents. (a) Each of the Collateral Agreement and the Holdings The Guarantee and Pledge Collateral Agreement is effective to create in favor of the Collateral Agent (for the benefit of the Secured Parties), in each caseLender, a legal, valid and enforceable security interest in the Collateral described therein and proceeds thereof. As of the Closing Date, in In the case of the Pledged Collateral Stock described in the Guarantee and Collateral Agreement, when any stock certificates or promissory notes, as applicable, representing such Pledged Collateral and required to be delivered under the applicable Security Document Stock are delivered to the Collateral AgentLender, and in the case of the other Collateral described in the Guarantee and Collateral Agreement (other than the Intellectual Property)Agreement, when Uniform Commercial Code financing statements and other filings specified in the Perfection Certificate appropriate form are filed in the offices specified in on Schedule 4.19 (which Uniform Commercial Code financing statements have been duly completed and delivered to the Perfection CertificateLender) and such other filings as are specified on Schedule 3 to the Guarantee and Collateral Agreement have been completed (all of which filings have been duly completed), the Guarantee and Collateral Agent (for the benefit of the Secured Parties) Agreement shall have constitute a fully perfected Lien on, 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, and the proceeds thereof, as security for the Obligations to (as defined in the extent perfection can be obtained by filing Uniform Commercial Code financing statementsGuarantee and Collateral Agreement), in each case prior and superior in right to the Lien of any other person Person (except Permitted LiensLiens permitted by Section 7.3).

Security Documents. (a) Each of the Collateral Agreement and the Holdings The Guarantee and Pledge Collateral Agreement is effective to create in favor of the Collateral Agent (Administrative Agent, for the benefit of the Secured Parties), in each case, a legal, valid and enforceable security interest in the Collateral described therein and proceeds thereof. As of the Closing Date, in In the case of the Pledged Collateral Stock described in the Guarantee and Collateral Agreement, when any stock certificates or promissory notes, as applicable, representing such Pledged Collateral and required to be delivered under the applicable Security Document Stock are delivered to the Collateral Administrative Agent, and in the case of the other Collateral described in the Guarantee and Collateral Agreement (other than the Intellectual Property)Agreement, when financing statements and other filings specified in the Perfection Certificate appropriate form are filed in the offices specified in on Schedule 4.19(a) (which financing statements have been duly completed and delivered to the Perfection CertificateAdministrative Agent) and such other filings and actions as are specified on Schedule 3 to the Guarantee and Collateral Agreement have been completed (all of which filings have been duly completed), the Guarantee and Collateral Agent (for the benefit of the Secured Parties) Agreement shall have constitute a fully perfected Lien on, 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, and the proceeds thereofthereof (other than Deposit Accounts, to the extent that there are no control agreements with respect thereto), as security for the Obligations to (as defined in the extent perfection can be obtained by filing Uniform Commercial Code financing statementsGuarantee and Collateral Agreement), in each case prior and superior in right to the Lien of any other person Person (except Permitted Liensexcept, in the case of Collateral other than Pledged Stock, Liens permitted by Section 7.3).

Security Documents. (a) Each of the Collateral Agreement and the Holdings Guarantee and Pledge Agreement Security Document is effective to create in favor of the Collateral Agent (for the benefit of the Secured Parties), in each case, ) a legal, valid and enforceable security interest in the Collateral described therein and proceeds thereof. As of the Closing Restatement Effective Date, in the case of the Pledged Collateral described in the Collateral Agreement, when certificates or promissory notes, as applicable, representing such Pledged Collateral and required to be delivered under the applicable Security Document are delivered to the Collateral Agent, and in the case of the other Collateral described in the Collateral Agreement (other than the Intellectual Property), when financing statements and other filings specified in the Perfection Certificate are filed in the offices specified in the Perfection Certificate, the Collateral Agent (for the benefit of the Secured Parties) shall have a fully perfected Lien (subject to all Permitted Liens) on, 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 to the extent perfection can be obtained by filing Uniform Commercial Code financing statementsstatements or possession, in each case prior and superior in right to the Lien of any other person (except Permitted Liens).

Security Documents. (a) Each of Subject to the Collateral Agreement and the Holdings Guarantee and Pledge Agreement Legal Reservations, each Security Document is effective to create in favor of the Collateral Agent (for the benefit of the Secured Parties), in each case, ) a legal, valid and enforceable security interest in the Collateral described therein and proceeds thereof. As of the Closing Date, in the case of the Pledged Collateral described in the Collateral Agreement, when certificates or promissory notes, as applicable, representing such Pledged Collateral and required to be delivered under the applicable Security Document are delivered to the Collateral Agent, and in the case of the other Collateral described in the Collateral Agreement (other than the Intellectual Property), when financing statements and other filings specified in the Perfection Certificate are filed in the offices specified in the Perfection Certificate, the Collateral Agent (for the benefit of the Secured Parties) shall have a fully perfected Lien (subject to all Permitted Liens) on, 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 to the extent perfection can be obtained by filing Uniform Commercial Code financing statementsstatements or possession, in each case prior and superior in right to the Lien of any other person (except Permitted Liens).

Security Documents. (a) Each of the Collateral Agreement and the Holdings Guarantee and Pledge Agreement is effective to create in favor of the Collateral Agent (for the benefit of the Secured Parties), in each case, a legal, valid and enforceable security interest in the Collateral described therein and proceeds thereof. As of the Closing Date, in the case of the Pledged Collateral described in the Collateral Agreement, when certificates or promissory notes, as applicable, representing such Pledged Collateral and required to be delivered under the applicable Security Document are delivered to the Collateral Agent, and in the case of the other Collateral described in the Collateral Agreement (other than the Intellectual Property), when financing statements and other filings specified in the Perfection Certificate are filed in the offices specified in the Perfection Certificate, 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, subject to Section 9-315 of the New York Uniform Commercial Code, the proceeds thereof, as security for the Obligations to the extent perfection can be obtained by filing Uniform Commercial Code financing statements, in each case prior and superior in right to the Lien of any other person (except Permitted Liens).. 122

Security Documents. (a) Each Security Document (when executed and delivered by the parties thereto) will be effective (subject, in the case of any foreign collateral agreement, to the Collateral Agreement Agreed Security Principles and any perfection requirements expressly set out in the Holdings Guarantee and Pledge Agreement is effective applicable collateral agreement) to create in favor of (i) the Collateral Agent (for the benefit of the Secured Parties)) and/or (ii) the Collateral Agent under a Parallel Debt structure for the benefit of the Secured Parties, in each case, a legal, valid and enforceable security interest in the Collateral described therein and proceeds thereof. As of the Closing Date, in the case of the Pledged Collateral described in the Collateral Agreement, when certificates or promissory notes, as applicable, representing such Pledged Collateral and required to be delivered under the applicable Security Document are delivered to the Collateral Agent, and in the case of the other Collateral described in the Collateral Agreement (other than the Intellectual Property), when financing statements and other filings specified in the Perfection Certificate are filed in the offices specified in the Perfection Certificate, the Collateral Agent (for the benefit of the Secured Parties) and/ or the Collateral Agent under a Parallel Debt structure 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 Note Parties in such the Collateral (subject, in the case of any foreign collateral agreement, to the Agreed Security Principles and any perfection requirements expressly set out in the applicable collateral agreement) and, subject to Section 9-315 of the New York Uniform Commercial CodeCode (or any comparable legislation in the applicable jurisdiction), the proceeds thereof, as security for the Note Obligations to the extent perfection can be obtained by filing Uniform Commercial Code financing statementsstatements (or similar financing statements or filings or other actions expressly described in the applicable foreign collateral document), in each case prior and superior in right to the Lien of any other person (except Permitted Liens).

Security Documents. (a) Each of the The Collateral Agreement and the Holdings Guarantee and Pledge Agreement is effective to create in favor of the Collateral Agent (for the benefit of the Secured Parties), in each case, a legal, valid and enforceable security interest in the Collateral described therein and proceeds thereoftherein. As of the Closing Date, in the case of the Pledged Securities Collateral described in the Collateral Agreement, when certificates or promissory notes, as applicable, representing such Pledged Securities Collateral and required to be delivered under the applicable Security Document are delivered to the Collateral Agent, and in the case of the other Collateral described in the Collateral Agreement (other than certain Intellectual Property included in the Intellectual PropertyCollateral as set forth in Section 5.22(b)), when financing statements and other filings specified in the Perfection Certificate are filed in the offices specified in the Perfection Certificate, 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 Credit 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 to the extent perfection can be obtained by filing Uniform Commercial Code financing statements, in each case prior and superior in right to the Lien of any other person Person (except Permitted Liens).

Security Documents. (a) Each of the Collateral Agreement and the Holdings Guarantee and Pledge Agreement Security Document is effective to create in favor of the Collateral Agent (for the benefit of the Secured Credit Parties), in each case, ) a legal, valid and enforceable security interest in the Collateral described therein and proceeds thereof. As of the Amendment No. 3 Closing Date, in the case of the Pledged Collateral described in the Collateral Agreement, when certificates or promissory notes, as applicable, representing such Pledged Collateral and required to be delivered under the applicable Security Document are delivered to the Collateral Agent, and in the case of the other Collateral described in the Collateral Agreement (other than the Intellectual Property), when financing statements and other filings specified in the Perfection Certificate are filed in the offices specified in the Perfection Certificate, the Collateral Agent (for the benefit of the Secured Credit Parties) shall have a fully perfected Lien (subject to all Permitted Liens) on, 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 to the extent perfection can be obtained by filing Uniform Commercial Code financing statementsstatements or possession, in each case prior and superior in right to the Lien of any other person (except Permitted Liens).

Security Documents. (a) Each Security Document will, following the consummation of the Collateral Agreement and the Holdings Guarantee and Pledge Agreement is Enhabit Transactions, be effective to create in favor of the Collateral Agent (for the benefit of the Secured Parties), in each case, ) a legal, valid and enforceable security interest in the Collateral described therein and proceeds thereof. As of the Closing Date, in In the case of the Pledged Collateral described in the Collateral Agreement, when certificates or promissory notes, as applicable, representing such Pledged Collateral and required to be delivered under the applicable Security Document are delivered to the Collateral Agent, and in the case of the other Collateral described in the Collateral Agreement (other than the Intellectual Property), when financing statements and other filings specified in the Perfection Certificate are filed in the offices specified in the Perfection Certificate, the Collateral Agent (for the benefit of the Secured Parties) shall have a fully perfected Lien (subject to all Permitted Liens) on, 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 to the extent perfection can be obtained by filing 107 Uniform Commercial Code financing statementsstatements or possession, in each case prior and superior in right to the Lien of any other person (except Permitted Liens).

Security Documents. (a) Each of After the Collateral execution and delivery thereof, the Pledge and Security Agreement and the Holdings Guarantee and Partnership Interest Pledge Agreement is are effective to create in favor of the Collateral Agent (Agent, for the benefit of the Secured Parties), in each case, a legal, valid and enforceable security interest in the Collateral described therein and proceeds thereof. As of the Closing Date, in In the case of the Pledged Collateral Stock described in the Collateral Pledge and Security Agreement and the Partnership Interest Pledge Agreement, when stock certificates or promissory notes, as applicable, (if any) representing such Pledged Collateral and required to be delivered under the applicable Security Document Stock are delivered to the Collateral Agent, and in the case of the other Collateral described in the Collateral Pledge and Security Agreement (other than and the Intellectual Property)Partnership Interest Pledge Agreement, when financing statements and other filings specified in on Schedule 5 of the Perfection Certificate in appropriate form are filed in the offices specified in on Schedule 6 of the Perfection Certificate, the Collateral Agent (for Pledge and Security Agreement and the benefit of the Secured Parties) Partnership Interest Pledge Agreement shall have constitute a fully perfected Lien on, 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, and the proceeds thereofthereof to the extent security interests can be so perfected (by delivery or filing UCC financing statements as applicable) on such Collateral, as security for the Obligations to the extent perfection can be obtained by filing Uniform Commercial Code financing statementsSecured Obligations, in each such case prior and superior in right to the Lien of any other person Person (except Permitted Liens).

Security Documents. (a) Each of the The Collateral Agreement and the Holdings Guarantee and Pledge Agreement is effective to create in favor of the Collateral Agent (for the benefit of the Secured Parties), in each case, a legal, valid and enforceable security interest in the Collateral described therein and proceeds thereof. As of the Closing Third Restatement Effective Date, in the case of the Pledged Collateral described in the Collateral Agreement, when certificates or promissory notes, as applicable, representing such Pledged Collateral and required to be delivered under the applicable Security Document are delivered to the Collateral Agent, and in the case of the other Collateral described in the Collateral Agreement (other than the Intellectual Property), when financing statements and other filings specified in the Perfection Certificate are filed in the offices specified in the Perfection Certificate, 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, subject to Section 9-315 of the New York Uniform Commercial Code, the proceeds thereof, as security for the Obligations to the extent perfection can be obtained by filing Uniform Commercial Code financing statements, in each case prior and superior in right to the Lien of any other person (except (x) Liens having priority by operation of law and (y) in the case of Collateral other than certificated securities and instruments of which the Collateral Agent has possession, Permitted Liens).

Security Documents. (ak) Each of the Collateral Agreement and the Holdings Guarantee and Pledge Agreement Security Document is effective to create in favor of the Collateral Agent (for the benefit of the Secured Parties), in each case, ) a legal, valid and enforceable security interest in the Collateral described therein and proceeds thereofthereof to the fullest extent permitted under applicable law. As of the Closing Date, in In the case of the Pledged Collateral described in a Security Document and to the Collateral Agreementextent appropriate in the applicable jurisdictions, when certificates or promissory notes, as applicable, representing such Pledged Collateral and required to be delivered under the applicable Security Document are delivered to the Collateral Agent, and in the case of the other Collateral described in the Collateral Agreement such Security Document (other than Intellectual Property (as defined in the Intellectual PropertyCollateral Agreement)), except as otherwise provided in the Collateral Agreement, when financing statements and other filings specified in the Perfection Certificate are filed in the offices specified in the Perfection Certificate, 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, subject to Section 9-315 of the New York Uniform Commercial Code, the proceeds thereof, as security for the Obligations to the extent perfection in such Collateral can be obtained by filing Uniform Commercial Code financing statements, in each case prior and superior in right to the Lien of any other person (except for Permitted Liens).

Security Documents. (a) Each of the The Collateral Agreement and the Holdings Guarantee and Pledge Agreement is effective to create in favor of the Collateral Agent (for the benefit of the Secured Parties), in each case, a legal, valid and enforceable security interest in the Collateral described therein and proceeds thereof. As of the Closing Date, in the case of the Pledged Collateral described in the Collateral Agreement, when certificates or promissory notes, as applicable, representing such Pledged Collateral and required to be delivered under the applicable Security Document are delivered to the Collateral Agent, and in the case of the other Collateral described in the Collateral Agreement (other than the Intellectual Property), when financing statements and other filings specified in the Perfection Certificate are filed in the offices specified in the Perfection Certificate, 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, subject to Section 9-315 of the New York Uniform Commercial Code, the proceeds thereof, as security for the Obligations to the extent perfection can be obtained by filing Uniform Commercial Code financing statements, in each case prior and superior in right to the Lien of any other person (except (x) Liens having priority by operation of law and (y) in the case of Collateral other than certificated securities and instruments of which the Collateral Agent has possession, Permitted Liens).

Security Documents. (a) Each of the Collateral Agreement and the Holdings The Guarantee and Pledge Collateral Agreement is effective to create in favor of the Collateral Agent (Agent, for the ratable benefit of the Secured Parties), in each case, a legal, valid valid, binding and enforceable security interest in the Collateral described therein and proceeds thereof. As of the Closing Date, thereof and (i) in the case of the Pledged Collateral described in Collateral, upon the Collateral Agreement, earlier of (A) when certificates or promissory notes, as applicable, representing such Pledged Collateral and required to be delivered under the applicable Security Document are is delivered to the Collateral AgentAgent (to the extent such Pledged Collateral can be perfected by possession thereof) and (B) when financing statements in appropriate form are filed in the appropriate offices, and which, in the case of all filings to be made on the Closing Date, are specified on Schedule 3.19(a) and (ii) in the case of all other Collateral described in the Collateral Agreement therein (other than the Intellectual PropertyProperty Collateral), when financing statements and other filings specified in the Perfection Certificate appropriate form are filed in the offices specified appropriate offices, which, in the Perfection Certificatecase of all filings to be made on the Closing Date, are specified on Schedule 3.19(a), the Guarantee and Collateral Agent (for the benefit of the Secured Parties) Agreement shall have constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Secured Parties in such Collateral and, subject to Section 9-315 of the New York Uniform Commercial Code, the and proceeds thereof, as security for the Obligations to the extent perfection can be obtained by filing Uniform Commercial Code financing statementsObligations, in each case prior and superior in right to the Lien rights of any other person (except Permitted Liensexcept, in the case of all Collateral other than Pledged Collateral, with respect to Liens expressly permitted by Section 6.02).

Security Documents. (ai) Each of the Collateral Agreement and the Holdings Guarantee and Pledge Agreement Security Document is effective to create in favor of the Collateral Agent (for the benefit of the Secured Parties), in each case, ) a legal, valid and enforceable security interest in the Collateral described therein and proceeds thereof. As of the Closing Date, in the case of the Pledged Collateral described in the Collateral Agreement, when certificates or promissory notes, as applicable, representing such Pledged Collateral and required to be delivered under the applicable Security Document are delivered to the Collateral Agent, and in the case of the other Collateral described in the Collateral Agreement (other than the Intellectual Property), when financing statements and other filings specified in the Perfection Certificate are filed in the offices specified in the Perfection Certificate, the Collateral Agent (for the benefit of the Secured Parties) shall have a fully perfected Lien (subject to all Permitted Liens) on, 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 to the extent perfection can be obtained by filing Uniform Commercial Code financing statementsstatements or possession, in each case prior and superior in right to the Lien of any other person (except Permitted Liens).

Security Documents. (a) Each of the Collateral The Security Agreement and the Holdings Guarantee and Pledge Agreement is are each effective to create in favor of the Collateral Agent (Agent, for the benefit of the Secured Parties), in each case, a legal, valid and enforceable security interest in the Collateral described therein and proceeds thereof. As of the Closing Date, in In the case of the Pledged Collateral Stock described in the Collateral Pledge Agreement, when certificates or promissory notes, as applicable, representing such Pledged Collateral and required to be delivered under the applicable Security Document are delivered to the Collateral Agent, and in the case of the other Collateral described in the Collateral Pledge Agreement (other than the Intellectual Property), when financing statements and other filings specified in the Perfection Certificate are filed in the offices specified in the Perfection Certificate, the Collateral Agent (for the benefit of the Secured Parties) shall have constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties Pledgor in such Collateral and, subject to Section 9-315 of the New York Uniform Commercial Code, Pledged Stock and the proceeds thereof, as security for the Secured Obligations to (as defined in the extent perfection can be obtained by filing Uniform Commercial Code Pledge Agreement), and in the case of the other Collateral described in the Security Agreement, when financing statementsstatements and other filings specified on Schedule 5.11 in appropriate form are filed in the offices specified on Schedule 5.11, the Security Agreement and the Pledge Agreement shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Borrower and the Pledgor in such Collateral and the proceeds thereof, as security for the Secured Obligations (as defined in the Security Agreement or Pledge Agreement, as applicable), in each case prior and superior in right to the Lien of any other person Person (except except, in the case of Collateral other than Pledged Stock, Permitted LiensLiens that pursuant to applicable law are entitled to a higher priority than the Liens created by the Security Documents).

Security Documents. (a) Each of the Collateral Agreement and the Holdings The Guarantee and Pledge Collateral Agreement is effective to create in favor of the Collateral Agent (for the benefit of the Secured Parties), in each case, Lender a legal, valid and enforceable security interest in the Collateral described therein and proceeds thereof. As of the Closing Date, in In the case of the Pledged Collateral Stock described in the Guarantee and Collateral Agreement, when any stock certificates or promissory notes, as applicable, representing such Pledged Collateral and required to be delivered under the applicable Security Document Stock are delivered to the Collateral AgentLender, and in the case of the other Collateral described in the Guarantee and Collateral Agreement (other than the Intellectual Property)Agreement, when Uniform Commercial Code financing statements and other filings specified in the Perfection Certificate appropriate form are filed in the offices specified in on Schedule 4.19 (which Uniform Commercial Code financing statements have been duly completed and delivered to the Perfection CertificateLender) and such other filings as are specified on Schedule 3 to the Guarantee and Collateral Agreement have been completed (all of which filings have been duly completed), the Guarantee and Collateral Agent (for the benefit of the Secured Parties) Agreement shall have constitute a fully perfected Lien on, 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, and the proceeds thereof, as security for the Obligations to (as defined in the extent perfection can be obtained by filing Uniform Commercial Code financing statementsGuarantee and Collateral Agreement), in each case prior and superior in right to the Lien of any other person Person (except Permitted LiensLiens permitted by Section 7.3).

Security Documents. (a) Each of the Collateral Agreement and the Holdings Guarantee and Pledge Agreement is effective to create in favor of the Collateral Agent (for the benefit of the Secured Parties), in each case, a legal, valid and enforceable security interest in the Collateral described therein and proceeds thereof. As of the Closing Date, in the case of the Pledged Collateral described in the Collateral Agreement, when certificates or promissory notes, as applicable, representing such Pledged Collateral and required to be delivered under the applicable Security Document are delivered to the Collateral Agent, and in the case of the other Collateral described in the Collateral Agreement (other than the Intellectual Property), when financing statements and 128 other filings specified in the Perfection Certificate are filed in the offices specified in the Perfection Certificate, 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, subject to Section 9-315 of the New York Uniform Commercial Code, the proceeds thereof, as security for the Obligations to the extent perfection can be obtained by filing Uniform Commercial Code financing statements, in each case prior and superior in right to the Lien of any other person (except Permitted Liens).

Security Documents. (a) Each of the The Collateral Agreement and the Holdings Guarantee and Pledge Agreement is effective to create in favor of the Collateral Administrative Agent (for the benefit of the Secured Parties), in each case, ) a legal, valid and enforceable security interest in Lien on the Collateral described therein and proceeds thereof. As of the Closing Date, in In the case of the Pledged Collateral described in the Collateral Agreement, when certificates or promissory notes, as applicable, representing such Pledged Collateral and required to be delivered under the applicable Security Document are delivered to the Collateral Administrative Agent, and in the case of the other Collateral described in the Collateral Agreement (other than the Intellectual PropertyProperty (as defined in the Collateral Agreement)), when financing statements and other filings specified in attached as Schedule 6 to the Perfection Certificate are filed in the offices specified in on Schedule 7 of the Perfection Certificate, the Collateral 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 Collateral and, subject to Section 9-315 of the New York Uniform Commercial Code, the proceeds thereof, as security for the Obligations to the extent perfection can be obtained by filing Uniform Commercial Code financing statements, or possession, in each case prior and superior in right to the Lien of any other person (except Permitted Liensexcept, in the case of Collateral other than Pledged Collateral, Liens expressly permitted by Section 6.02). In addition, with respect to any deposit accounts and securities accounts constituting Collateral, when control agreements required by the Collateral Agreement are duly executed and delivered by the parties thereto, the security interests in any such Collateral subject to such control agreements shall be perfected.

Security Documents. (a) Each of the Collateral Agreement Security Documents described in Schedule 1.01(a) will as of the Restatement Effective Date, and if Bidco is the Holdings Guarantee and DD Borrower, the Bidco Pledge Agreement is will as of the date of the first incurrence of C Term Loans by Bidco, be effective to create in favor of the Collateral Agent (for the benefit of the Secured Parties), in each case, ) a legal, valid and enforceable security interest in the Collateral described therein and proceeds thereof(subject to any limitations specified therein). As of the Closing Date, in In the case of the Pledged Collateral described in any of such Security Documents the Collateral Agreementsecurity interest in which is perfected by delivery thereof, when certificates or promissory notes, as applicable, representing such Pledged Collateral and required to be delivered under the applicable Security Document are delivered to the Collateral Agent, and in the case of the other Collateral described in the Collateral Agreement any such Security Document (other than the Intellectual PropertyProperty (as defined in the U.S. Collateral Agreement)), when financing statements and other filings specified in on Schedule 6 of the Perfection Certificate in appropriate form are filed in the offices specified in on Schedule 7 of the Perfection Certificate, 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, subject to Section 9-315 of the New York Uniform Commercial Code, the proceeds thereofCollateral, as security for the Obligations to the extent perfection can be obtained by filing Uniform Commercial Code financing statementssecured thereby, in each case prior and superior in right to the Lien of any other person (except Permitted Liensexcept, in the case of Collateral other than Pledged Collateral, Liens expressly permitted by Section 6.02 and Liens having priority by operation of law).

Security Documents. (a) Each The Bidco Pledge will as of the Collateral Agreement Closing Date be effective, and the Holdings Guarantee Agreements and Pledge Agreement is effective each of the Security Documents described in Part II of SCHEDULE 1.01(a) will as of the Restructuring Date be effective, to create in favor of the Collateral Agent (for the benefit of the Secured Parties), in each case, Lenders) a legal, valid and enforceable security interest in the Collateral described therein and proceeds thereof(subject to any limitations specified therein). As of the Closing Date, in In the case of the Pledged Collateral described in any of such Security Documents the Collateral Agreementsecurity interest in which is perfected by delivery thereof, when certificates or promissory notes, as applicable, representing such Pledged Collateral and required to be delivered under the applicable Security Document are delivered to the CA Collateral Agent (or the Collateral Agent, as appropriate) and in the case of the other Collateral described in the Collateral Agreement any such Security Document (other than the Intellectual PropertyProperty (as defined in the U.S. Collateral Agreement)), when financing statements and other filings specified in on SCHEDULE 6 of the Perfection Certificate in appropriate form are filed in the offices specified in on SCHEDULE 7 of the Perfection Certificate, the Collateral Agent (for the benefit of the Secured PartiesLenders) shall have a fully perfected Lien on, 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 thereofCollateral, as security for the Obligations to the extent perfection can be obtained by filing Uniform Commercial Code financing statementssecured thereby, in each case prior and superior in right with such priority as purported to be created under the Lien of any other person (except Permitted Liens)respective Security Document.

Security Documents. (a) Each of the Collateral Agreement and the Holdings The Guarantee and Pledge Collateral Agreement is effective to create in favor of the Collateral Agent (for the benefit of the Secured Parties), in each case, ) a legal, valid and enforceable security interest in the Collateral described therein and proceeds thereof. As of the Closing Date, in In the case of the Pledged Collateral described in the Guarantee and Collateral Agreement, when certificates or promissory notes, as applicable, representing such Pledged Collateral and required to be delivered under the applicable Security Document are delivered to the Collateral Agent, and in the case of the other Collateral described in the Guarantee and Collateral Agreement (other than the Intellectual PropertyProperty (as defined in the Guarantee and Collateral Agreement)), when financing statements and other filings specified in Section I.A. and Exhibits B and C of the Perfection Certificate in appropriate form are filed in the offices specified in the Perfection Certificatetherein, 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, subject to Section 9-315 of the New York Uniform Commercial Code, the proceeds thereof, as security for the Obligations to the extent perfection can be obtained by filing Uniform Commercial Code UCC financing statements, in each case prior and superior in right to the Lien of any other person (except Permitted Liensexcept, in the case of Collateral other than Pledged Collateral, Liens expressly permitted by Section 6.02 and Liens having priority by operation of law).