Common use of Security Documents Clause in Contracts

Security Documents. (a) The Security Agreement is effective to create in favor of the Collateral Agent, for the benefit of the Secured Parties, a legal, valid and enforceable security interest in and Lien on 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) the Credit Parties have complied with Section 3.03 of the Security Agreement, the Security Agreement shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the grantors thereunder in such Collateral (other than (A) the Intellectual Property (as defined in the Security Agreement) and (B) 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 subject to no Liens other than Permitted Liens. (b) When the Security Agreement (including all schedules thereto) or a short-form thereof is filed in the United States Patent and Trademark Office and the United States Copyright Office in the manner prescribed by each office and all actions required under the laws of the state of organization of the relevant Credit Party with respect to the perfection of a security interest in such intangible property are undertaken, 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 grantors thereunder in the U.S. Intellectual Property (as defined in the Security Agreement) to the fullest extent permitted by law, in each case subject to no Liens other than 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 perfect a Lien on registered trademarks, trademark applications and copyrights acquired by the grantors after the date hereof). (c) Each Mortgage executed and delivered as of the Closing Date is, or, to the extent any Mortgage is duly executed and delivered thereafter by the relevant Credit Party, will be, effective to create, in favor of the Collateral Agent, for its benefit and the benefit of the Secured Parties, a legal, valid and enforceable first priority Lien on and security interest in all of the Credit 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 on Schedule 1.01(a) (or, in the case of any Mortgage executed and delivered after the date thereof in accordance with the provisions of Sections 5.11 and 5.12, when such Mortgage is filed in the offices specified in the local counsel opinion delivered with respect thereto in accordance with the provisions of Sections 5.11 and 5.12), the Mortgages shall constitute fully perfected Liens on, and security interests in, all right, title and interest of the Credit Parties in the Mortgaged Real Properties and the proceeds thereof, in each case prior and superior in right to any other person, other than Prior Liens. (d) Each Security Document (other than Mortgages) delivered pursuant to Section 5.11 and Section 5.12 will, upon execution and delivery thereof, be effective to create in favor of the Collateral Agent, for the ratable benefit of the Secured Parties, a legal, valid and enforceable Lien on all of the Credit Parties’ right, title and interest in and to the Collateral thereunder, and when such Security Document is filed or recorded in the appropriate offices as may be required under applicable law, such Security Document will constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Credit Parties in such Security Agreement Collateral, in each case subject to no Liens other than the applicable Permitted Liens.

Security Documents. (a) The Security Agreement is Agreements are effective to create in favor of the Collateral Agent, for the benefit of the Secured Parties, a legal, valid and enforceable security interest in and Lien on the Security Agreement Collateral and, when (i) financing statements and other filings in appropriate form are filed in the appropriate governmental offices specified on Schedule 6 to the Perfection Certificate and (ii) the Credit Loan Parties have complied with Section 3.03 Article III of the U.S. Security Agreement, the security interest granted under the U.S. Security Agreement shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the grantors thereunder in such Collateral (other than (A) the Intellectual Property (as defined in the Security Agreement) and (B) 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 jurisdictionjurisdiction for filing), in each case subject to no Liens other than Permitted Liens. (b) When the appropriate financing statements are filed in the appropriate filing offices and the U.S. Security Agreement (including all schedules thereto) or a short-form thereof is filed in the United States Patent and Trademark Office and the United States Copyright Office in Office, the manner prescribed by each office and all actions required security interests granted under the laws of the state of organization of the relevant Credit Party with respect to the perfection of a security interest in such intangible property are undertaken, the Collateral Agent, for the benefit of the Secured Parties, U.S. Security Agreement shall have constitute a fully perfected Lien on, and security interest in, all right, title and interest of the grantors thereunder in the U.S. Intellectual Property (as defined in the U.S. Security Agreement) to the fullest extent permitted by law), in each case subject to no Liens other than 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 perfect a Lien on registered trademarks, trademark applications and copyrights acquired by the grantors after the date hereofClosing Date). (c) Each Mortgage executed and delivered as of the Closing Date is, or, to the extent any Mortgage is duly executed and delivered thereafter by the relevant Credit Party, will be, effective to create, in favor of the Collateral Agent, for its benefit and the benefit of the Secured Parties, a legal, valid and enforceable first priority Lien on and security interest in all of the Credit 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 on Schedule 1.01(a) (or, in the case of any Mortgage executed and delivered after the date thereof in accordance with the provisions of Sections 5.11 and 5.12, when such Mortgage is filed in the offices specified in the local counsel opinion delivered with respect thereto in accordance with the provisions of Sections 5.11 and 5.12), the Mortgages shall constitute fully perfected Liens on, and security interests in, all right, title and interest of the Credit Parties in the Mortgaged Real Properties and the proceeds thereof, in each case prior and superior in right to any other person, other than Prior Liens. (d) Each Security Document (other than Mortgages) delivered pursuant to Section 5.11 and Section 5.12 will, upon execution and delivery thereof, be effective to create in favor of the Collateral Agent, for the ratable benefit of the Secured Parties, a legal, valid and enforceable Lien on all of the Credit Loan Parties’ right, title and interest in and to the Collateral thereunderdescribed therein, and when such Security Document is filed or recorded in the appropriate offices as may be required under applicable law, such Security Document will constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Credit Loan Parties in such Security Agreement Collateral, in each case subject to no Liens other than the applicable Permitted Liens.

Security Documents. (a) The Security Agreement is effective to create in favor of the Collateral Agent, for the benefit of the Secured Parties, a legal, valid and enforceable security interest in and Lien on 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) the Credit Parties have complied with Section 3.03 of the Security Agreement, the Security Agreement shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the grantors thereunder in such Collateral (other than (A) the Intellectual Property (as defined in the Security Agreement) and (B) 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 subject to no Liens other than Permitted Liens. (b) When the Security Agreement (including all schedules thereto) or a short-form thereof is filed in the United States Patent and Trademark Office and the United States Copyright Office in the manner prescribed by each office and all actions required under the laws of the state of organization of the relevant Credit Party with respect to the perfection of a security interest in such intangible property are undertaken, 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 grantors thereunder in the U.S. Intellectual Property (as defined in the Security Agreement) to the fullest extent permitted by law, in each case subject to no Liens other than 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 perfect a Lien on registered trademarks, trademark applications and copyrights acquired by the grantors after the date hereof). (c) Each Mortgage executed and delivered as of the Closing Date is, or, to the extent any Mortgage is duly executed and delivered thereafter by the relevant Credit Party, will be, effective to create, in favor of the Collateral Agent, for its benefit and the benefit of the Secured Parties, a legal, valid and enforceable first priority Lien on and security interest in all of the Credit Parties’ right, title and interest in and to the Mortgaged Real Properties thereunder and the proceeds thereofthereof subject to Permitted Collateral Liens, and when the Mortgages are filed in the offices specified on Schedule 1.01(a) (or, in the case of any Mortgage executed and delivered after the date thereof in accordance with the provisions of Sections 5.11 and 5.12, when such Mortgage is filed in the offices specified in the local counsel opinion delivered with respect thereto in accordance with the provisions of Sections 5.11 and 5.12), the Mortgages shall constitute fully perfected Liens on, and security interests in, all right, title and interest of the Credit Parties in the Mortgaged Real Properties and the proceeds thereof, in each case prior and superior in right to any other person, other than Prior Permitted Collateral Liens. (d) Each Security Document (other than Mortgages) delivered pursuant to Section 5.11 and Section 5.12 will, upon execution and delivery thereof, be effective to create in favor of the Collateral Agent, for the ratable benefit of the Secured Parties, a legal, valid and enforceable Lien on all of the Credit Parties’ right, title and interest in and to the Collateral thereunder, and when such Security Document is filed or recorded in the appropriate offices as may be required under applicable law, such Security Document will constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Credit Parties in such Security Agreement Collateral, in each case subject to no Liens other than the applicable Permitted Liens.

Security Documents. (a) The Security Pledge Agreement is effective to create in favor of the Collateral Administrative Agent, for the ratable benefit of the Secured Parties, a legal, valid and enforceable security interest in and Lien on the Security Agreement Collateral (as defined in the Pledge Agreement) and, when the Collateral is delivered to the Administrative Agent, the Pledge Agreement shall create a fully perfected first priority Lien on, and security interest in, all right, title and interest of the pledgors thereunder in such Collateral, in each case prior and superior in right to any other Person. (ib) 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 (as defined in the Security Agreement) and, when financing statements and other filings in appropriate form are filed in the offices specified on Schedule 6 to the Perfection Certificate and (ii) Certificate, as updated by the Credit Parties have complied Borrower from time to time in accordance with Section 3.03 of the Security Agreement5.03, the Security Agreement shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the grantors thereunder in such Collateral (other than (A) the Intellectual Property (Property, as defined in the Security Agreement) and (B) such Collateral in which a security interest cannot ), to the extent perfection can be perfected under the obtained by filing Uniform Commercial Code as in effect at the relevant time in the relevant jurisdiction)financing statements, in each case subject prior and superior in right to no Liens any other Person, other than Permitted Lienswith respect to Liens expressly permitted by Section 6.02. (bc) When the Security Agreement (including all schedules thereto) or a short-form thereof is filed in the United States Patent and Trademark Office and the United States Copyright Office in the manner prescribed by each office and all actions required under the laws of the state of organization of the relevant Credit Party Office, and, with respect to the perfection of Collateral in which a security interest cannot be perfected by such filings, upon the filing of the financing statements referred to in such intangible property are undertakenparagraph (b) above, the Collateral Agent, for the benefit of the Secured Parties, Security Agreement and such financing statements shall have constitute a fully perfected Lien on, and security interest in, all right, title and interest of the grantors thereunder in the U.S. Intellectual Property (as defined in the Security Agreement) to the fullest extent permitted by law), in each case subject prior and superior in right to no Liens any other than Permitted Liens 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 lien on registered trademarks, trademark applications and copyrights acquired by the grantors after the date hereof). (c) Each Mortgage executed and delivered as of the Closing Date is, or, to the extent any Mortgage is duly executed and delivered thereafter by the relevant Credit Party, will be, effective to create, in favor of the Collateral Agent, for its benefit and the benefit of the Secured Parties, a legal, valid and enforceable first priority Lien on and security interest in all of the Credit 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 on Schedule 1.01(a) (or, in the case of any Mortgage executed and delivered after the date thereof in accordance with the provisions of Sections 5.11 and 5.12, when such Mortgage is filed in the offices specified in the local counsel opinion delivered with respect thereto in accordance with the provisions of Sections 5.11 and 5.12), the Mortgages shall constitute fully perfected Liens on, and security interests in, all right, title and interest of the Credit Parties in the Mortgaged Real Properties and the proceeds thereof, in each case prior and superior in right to any other person, other than Prior Liens. (d) Each Security Document (other than The Mortgages) delivered pursuant to Section 5.11 and Section 5.12 will, upon execution and delivery thereofif any, be are effective to create in favor of the Collateral Administrative Agent, for the ratable benefit of the Secured Parties, a legal, valid and enforceable Lien on all of the Credit Parties’ Alamosa Delaware's right, title and interest in and to the Collateral thereunderMortgaged Property thereunder and the proceeds thereof, and when such Security Document is the Mortgages are filed or recorded in the appropriate offices as may be required under applicable lawspecified on Schedule 3.22, such Security Document will the Mortgages shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Credit Parties Alamosa Delaware in such Security Agreement CollateralMortgaged Property and the proceeds thereof, in each case subject prior and superior in right to no Liens any other Person, other than with respect to the applicable Permitted Liensrights of Persons pursuant to Liens expressly permitted by Section 6.02.

Security Documents. (a) The Security Agreement is effective to Guarantee and Collateral Agreement, upon execution and delivery thereof by the parties thereto, will create in favor of the Collateral Administrative Agent, for the ratable benefit of the Secured Parties, a legal, valid and enforceable security interest in the Collateral (as defined in the Guarantee and Lien on Collateral Agreement) and the Security Agreement Collateral and, when proceeds thereof and (i) when the Pledged Collateral (as defined in the Guarantee and Collateral Agreement) is delivered to the Administrative 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 and other filings in appropriate form are filed in the offices specified on Schedule 6 3.18(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, as defined in the Guarantee and Collateral Agreement), 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 Perfection Certificate Borrower and (iithe Administrative Agent) with the Credit Parties have complied United States Patent and Trademark Office and the United States Copyright Office, together with Section 3.03 of the Security Agreementfinancing statements in appropriate form filed in the offices specified on Schedule 3.18(a), the Security 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 grantors thereunder Loan Parties in such Collateral (other than (A) the Intellectual Property (as defined in the Security Guarantee and Collateral Agreement) and (B) such Collateral in which a security interest cannot may be perfected under the Uniform Commercial Code as in effect at the relevant time by filing in the relevant jurisdiction)United States and its territories and possessions, in each case subject prior and superior in right to no Liens any other than Permitted Liens. (b) When the Security Agreement (including all schedules thereto) or a short-form thereof is filed in the United States Patent and Trademark Office and the United States Copyright Office in the manner prescribed by each office and all actions required under the laws of the state of organization of the relevant Credit Party with respect to the perfection of a security interest in such intangible property are undertaken, 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 grantors thereunder in the U.S. Intellectual Property (as defined in the Security Agreement) to the fullest extent permitted by law, in each case subject to no Liens other than Permitted Liens 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 trademarkstrademarks and patents, trademark and patent applications and registered copyrights acquired by the grantors Loan Parties after the date hereof). (c) Each Mortgage executed and delivered as of the Closing Date is, or, to the extent any Mortgage is duly executed and delivered thereafter by the relevant Credit Party, will be, effective to create, in favor of the Collateral Agent, for its benefit and the benefit of the Secured Parties, a legal, valid and enforceable first priority Lien on and security interest in all of the Credit 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 on Schedule 1.01(a) (or, in the case of any Mortgage executed and delivered after the date thereof in accordance with the provisions of Sections 5.11 and 5.12, when such Mortgage is filed in the offices specified in the local counsel opinion delivered with respect thereto in accordance with the provisions of Sections 5.11 and 5.12), the Mortgages shall constitute fully perfected Liens on, and security interests in, all right, title and interest of the Credit Parties in the Mortgaged Real Properties and the proceeds thereof, in each case prior and superior in right to any other person, other than Prior Liens. (d) Each Security Document (other than Mortgages) delivered pursuant to Section 5.11 and Section 5.12 will, upon execution and delivery thereof, be effective to create in favor of the Collateral Agent, for the ratable benefit of the Secured Parties, a legal, valid and enforceable Lien on all of the Credit Parties’ right, title and interest in and to the Collateral thereunder, and when such Security Document is filed or recorded in the appropriate offices as may be required under applicable law, such Security Document will constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Credit Parties in such Security Agreement Collateral, in each case subject to no Liens other than the applicable Permitted Liens.

Security Documents. (a) The Security Agreement is effective to create in favor of the Collateral Administrative Agent, for acting on behalf of the benefit holders of the Secured PartiesObligations, a legal, valid and enforceable Liens on, and security interest interests in, the Collateral (as defined in and Lien on the Security Agreement Collateral Agreement) and, when (i) when financing statements and other filings in appropriate form are filed in the offices specified on Schedule 6 to the Perfection Certificate appropriate offices, and (ii) upon the Credit Parties have complied with Section 3.03 taking of possession or control by the Administrative Agent of the Security Agreement, the Security Agreement shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the grantors thereunder in such Collateral (other than (A) the Intellectual Property (as defined in the Security Agreement) and (B) such Collateral in with respect to which a security interest cannot may be perfected under only by possession or control, the Uniform Commercial Code as in effect at the relevant time in the relevant jurisdiction), in each case subject to no Liens other than Permitted Liens. (b) When created by the Security Agreement (including all schedules thereto) or a short-form thereof is filed in the United States Patent and Trademark Office and the United States Copyright Office in the manner prescribed by each office and all actions required under the laws of the state of organization of the relevant Credit Party with respect to the perfection of a security interest in such intangible property are undertaken, 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 grantors thereunder in the U.S. Intellectual Property (as defined in the Security Agreement) to the fullest extent permitted by law, in each case subject to no Liens other than 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 perfect a Lien on registered trademarks, trademark applications and copyrights acquired by the grantors after the date hereof). (c) Each Mortgage executed and delivered as of the Closing Date is, or, to the extent any Mortgage is duly executed and delivered thereafter by the relevant Credit Party, will be, effective to create, in favor of the Collateral Agent, for its benefit and the benefit of the Secured Parties, a legal, valid and enforceable first priority Lien on and security interest in all of the Credit 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 on Schedule 1.01(a) (or, in the case of any Mortgage executed and delivered after the date thereof in accordance with the provisions of Sections 5.11 and 5.12, when such Mortgage is filed in the offices specified in the local counsel opinion delivered with respect thereto in accordance with the provisions of Sections 5.11 and 5.12), the Mortgages shall constitute fully perfected Liens on, and security interests in, all right, title and interest of the Credit Parties grantors thereunder in the Mortgaged Real Properties Collateral (as defined in the Security Agreement) (other than (A) the patents, trademarks, tradestyles, copyrights, and other intellectual property rights (including all registrations and applications therefor) and (B) such Collateral (as defined in the proceeds thereofSecurity Agreement) in which a security interest cannot be perfected under the UCC as in effect at the relevant time in the relevant jurisdiction or in respect of which perfection is not required at such time by this Agreement or the Security Agreement), in each case prior and superior in right subject to any other person, no Liens other than Prior Liensthose permitted by Section 8.8 hereof. (db) Each When (i) the Security Document (other than Mortgages) delivered pursuant to Section 5.11 Agreement or a short form thereof is filed in the United States Patent and Section 5.12 willTrademark Office and the United States Copyright Office, upon execution and delivery thereof, be effective to create in favor of the Collateral Agent, for the ratable benefit of the Secured Parties, a legal, valid and enforceable Lien on all of the Credit Parties’ right, title and interest in and to the Collateral thereunderas applicable, and when (ii) financing statements and other filings in appropriate form are filed in the applicable offices, the Liens created by such Security Document is filed or recorded in the appropriate offices as may be required under applicable law, such Security Document will Agreement shall constitute a fully perfected Lien Liens on, and security interest interests in, all right, title and interest of the Credit Parties grantors thereunder in such Security Agreement Collateralthe patents, trademarks, tradestyles, copyrights, and other intellectual property rights (including all registrations and applications therefor), in each case subject to no Liens other than the applicable Permitted Liensthose permitted by Section 8.8 hereof.

Security Documents. (a) The Security Agreement is Agreements are effective to create in favor of the Collateral Agent, Agent for the benefit of the Secured Parties, a legal, valid and enforceable security interest in and Lien on the Security Agreement Collateral and, when (i) financing statements and other filings in appropriate form are filed in the offices specified on Schedule 6 4 to the Perfection Certificate and (ii) upon the Credit Parties have complied with Section 3.03 taking of possession or control by the Collateral 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 Collateral Agent to the extent possession or control by the Collateral Agent is required by each Security Agreement), the Lien created by the Security Agreement Agreements shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the grantors thereunder in such the Security Agreement Collateral (other than (A) the Intellectual Property (as defined in the such Security Agreement) and (B) such Agreement Collateral in which a security interest cannot be perfected under the Uniform Commercial Code UCC or PPSA as in effect at the relevant time in the relevant jurisdiction), in each case subject to no Liens other than Permitted Liens. (b) When the Security Agreement (including all schedules thereto) Agreements or a short-short form thereof is filed in the United States Patent and Trademark Office and the United States Copyright Office in the manner prescribed by each office and all actions required under the laws of the state of organization of the relevant Credit Party with respect to the perfection of a security interest in such intangible property are undertakenOffice, Canadian Intellectual Property Office, as applicable, the Collateral Agent, for the benefit of the Secured Parties, Lien created by such Security Agreements shall have constitute a fully perfected Lien on, and security interest in, all right, title and interest of the grantors thereunder in the U.S. Intellectual Property (as defined in the such Security Agreement) to the fullest extent permitted by lawAgreements), in each case subject to no Liens other than 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 perfect a Lien on registered trademarks, trademark applications and copyrights acquired by the grantors after the date hereof)Liens. (c) Each Mortgage executed and delivered as of the Original Closing Date is, or, to the extent any Mortgage is duly executed and delivered thereafter by the relevant Credit Loan Party, will be, effective to create, in favor of the Collateral Agent, for its benefit and the benefit of the Secured Parties, a legal, valid and enforceable first priority Lien on and security interest in all of the Credit 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 on Schedule 1.01(a) ), (or, in the case of any Mortgage executed and delivered after the date thereof in accordance with the provisions of Sections 5.11 and 5.12, when such Mortgage is filed in the offices specified in the local counsel opinion delivered with respect thereto in accordance with the provisions of Sections 5.11 and 5.12), ) the Mortgages shall constitute fully perfected Liens on, and security interests in, all right, title and interest of the Credit Loan Parties in the Mortgaged Real Properties and the proceeds thereof, in each case prior and superior in right to any other personPerson, other than Prior LiensLiens reasonably acceptable to the Administrative Agent. (d) Each Security Document (other than Mortgages) delivered pursuant to Section Sections 5.11 and Section 5.12 will, upon execution and delivery thereof, be effective to create in favor of the Collateral Agent, for the ratable benefit of the Secured Parties, a legal, valid and enforceable security interest in and Lien on all of the Credit Loan Parties’ right, title and interest in and to the Collateral thereunder, and when such Security Document is filed all appropriate filings or recorded recordings are made in the appropriate offices as may be required under applicable law, such Security Document will constitute constitute, to the fullest extent possible under applicable law, a fully perfected Lien on, and security interest in, all right, title and interest of the Credit Loan Parties in such Security Agreement Collateral, in each case subject to no Liens other than the applicable Permitted Liens.

Security Documents. (a) The Security Agreement is effective to create creates in favor of the Collateral Agent, for the benefit of the Secured Credit Parties, a legal, valid valid, continuing and enforceable security interest in and Lien on the Collateral (as defined in the Security Agreement Collateral andAgreement), when 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 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 (i) the filing of UCC financing statements statements, naming the Agent as secured party, Domestic Loan Parties as debtors and such Collateral as collateral, in the offices of the Secretaries of States of the States in which the Domestic Loan Parties are incorporated or formed, the Agent will have a perfected Lien on, and security interest in, to and under all right, title and interest of the Domestic Loan Parties in all such Collateral that may be perfected by the filing of a UCC financing statement, (ii) the obtaining of “control” (as defined in the UCC) of any such Collateral, the Agent will have a perfected Lien on, and security interest in, to and under all right, title and interest of the Domestic Loan Parties in all such Collateral that may be perfected by obtaining control, in each case prior and superior in right to any other Person (other than holders of Permitted Encumbrances having priority by operation of Law). (b) When the Security Agreement (or a short form thereof) is filed in the United States Patent and Trademark Office, the United States Copyright Office and the Canadian Intellectual Property Office and when financing statements, releases and other filings in appropriate form are filed in the offices specified on Schedule 6 to the Perfection Certificate and (ii) the Credit Parties have complied with Section 3.03 II of the Security Agreement, the Security Agreement shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the grantors thereunder in such Collateral (other than (A) the Intellectual Property (as defined in the Security Agreement) and (B) 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 subject to no Liens other than Permitted Liens. (b) When the Security Agreement (including all schedules thereto) or a short-form thereof is filed in the United States Patent and Trademark Office and the United States Copyright Office in the manner prescribed by each office and all actions required under the laws of the state of organization of the relevant Credit Party with respect to the perfection of a security interest in such intangible property are undertaken, the Collateral Agent, for the benefit of the Secured Parties, Agent shall have a fully perfected Lien on, and security interest in, all right, title and interest of the grantors thereunder applicable Loan Parties in the U.S. Intellectual Property Collateral (as defined in the Security AgreementAgreement or the Canadian Security Documents, as applicable) to in which a security interest may be perfected by filing, recording or registering a security agreement, financing statement or analogous document in the fullest extent permitted by lawUnited States Patent and Trademark Office, the United States Copyright Office or the Canadian Intellectual Property Office, as applicable, in each case subject prior and superior in right to no Liens any other than Permitted Liens Person (it being understood that subsequent recordings in the United States Patent and Trademark Office and Office, the United States Copyright Office and the Canadian Intellectual Property Office may be necessary to perfect a Lien on registered trademarks, trademark applications and copyrights acquired by the grantors applicable Loan Parties after the date hereofEffective Date). (c) Each Mortgage executed and delivered as of the Closing Date is, or, to the extent any Mortgage is duly executed and delivered thereafter by the relevant Credit Party, will be, effective to create, The Canadian Security Documents create in favor of the Collateral Agent, for its benefit and the benefit of the Secured Canadian Credit Parties, a legal, valid valid, continuing and enforceable first priority Lien on and security interest in all of the Credit Parties’ right, title and interest in and to the Mortgaged Real Properties thereunder and the proceeds thereof, and when the Mortgages are filed Collateral (as defined in the offices specified on Schedule 1.01(a) (orCanadian Security Documents), 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 the case of any Mortgage executed a proceeding in equity or at law. The financing statements, releases and delivered after the date thereof other filings are in accordance with the provisions of Sections 5.11 appropriate form and 5.12, when such Mortgage is have been filed in the offices specified in Schedule II of the local counsel opinion delivered with respect thereto in accordance with General Security Agreement forming part of the provisions of Sections 5.11 and 5.12)Canadian Security Documents. Upon such filings, the Mortgages shall constitute fully Agent will have a perfected Liens Lien on, and security interests interest in, to and under all right, title and interest of the Credit Parties grantors thereunder in all Collateral that may be perfected under the PPSA (in effect on the date this representation is made) 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 Mortgaged Real Properties and the proceeds thereofPPSA), in each case prior and superior in right to any other person, other than Prior Liens. (d) Each Security Document Person (other than Mortgages) delivered pursuant to Section 5.11 and Section 5.12 will, upon execution and delivery thereof, be effective to create in favor holders of the Collateral Agent, for the ratable benefit Permitted Encumbrances having priority by operation of the Secured Parties, a legal, valid and enforceable Lien on all of the Credit Parties’ right, title and interest in and to the Collateral thereunder, and when such Security Document is filed or recorded in the appropriate offices as may be required under applicable law, such Security Document will constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Credit Parties in such Security Agreement Collateral, in each case subject to no Liens other than the applicable Permitted LiensLaw).

Security Documents. (a) The Security Pledge Agreement is effective to create in favor of the Collateral Agent, for the benefit of the Secured Parties, a legal, valid and enforceable security interest interests in and Lien on the Security Agreement Collateral (as defined in the Pledge Agreement) and, when such Collateral is delivered to the Collateral Agent and appropriate filings have been made in accordance with the applicable UCC (and any such foreign filings necessary with respect to pledge entities organized outside the United States), the Pledge Agreement shall constitute fully perfected Liens on, and security interests in, all right, title and interest of the pledgor thereunder in such Collateral to the extent such Liens and security interests can be perfected by filing and by possession. (b) (i) The Security Agreement, each Non-U.S. Security Agreement and each Non-U.S. Pledge Agreement is effective to create in favor of the Collateral Agent, for the benefit of the Secured Parties, legal, valid and enforceable security interests in the Collateral referred to therein and (ii) when (1) financing statements and other filings in appropriate form are filed in the offices specified on Schedule 6 7 to the Perfection Certificate dated the Effective Date, (2) filings in appropriate form are filed with the United States Patent and Trademark Office and the United States Copyright Office, (3) upon the taking of possession or control by the Collateral Agent of any such Collateral in 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, such Non-U.S. Security Agreement or such Non-U.S. Pledge Agreement, as the case may be), and (ii4) the Credit Parties have complied any necessary filings, registrations and other actions required under local law with Section 3.03 respect to perfection in connection with each Non-U.S. Pledge Agreement, each of the Security Agreement, the each Non-U.S. Security Agreement and each Non-U.S. Pledge Agreement shall constitute a fully perfected Lien Liens on, and security interest interests in, all right, title and interest of the grantors thereunder in such Collateral (other than (A) to the Intellectual Property (as defined in the Security Agreement) extent such Liens and (B) such Collateral in which a security interest cannot interests can be perfected under by the Uniform Commercial Code as in effect at filing of a financing statement pursuant to the relevant time in UCC or by possession or control by the relevant jurisdiction)Collateral Agent, in each case subject prior and superior in right to no Liens any other Person, other than with respect to Permitted Liens. (bc) When the Security Agreement filings in clause (including all schedules theretob)(ii)(2) or a short-form thereof is filed above are made in the United States Patent and Trademark Office and the United States Copyright Office in the manner prescribed by each office and all actions required under the laws of the state of organization of the relevant Credit Party with respect to the perfection of a security interest in such intangible property are undertakenOffice, the Collateral Agent, for the benefit of the Secured Parties, Security Agreement shall have a constitute fully perfected Lien Liens on, and security interest interests in, all right, title and interest of the grantors thereunder Loan Parties in the U.S. United States in the Intellectual Property (as defined in which a security interest may be perfected by filing, recording or registering a security agreement, financing statement or analogous document in the Security Agreement) to United States Patent and Trademark Office or the fullest extent permitted by lawUnited States Copyright Office, in each case subject to no Liens other than Permitted Liens as applicable (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 Liens on registered trademarks, trademark applications and copyrights Intellectual Property acquired by the grantors Loan Parties after the date hereofEffective Date), in each case prior and superior in right to any other Person other than with respect to Permitted Liens. (cd) Each Mortgage executed and delivered to the Collateral Agent to secure the Obligations as of the Closing Effective Date is, or, to the extent any Mortgage is duly executed and delivered thereafter by the relevant Credit Loan Party, will be, effective to create, subject to the exceptions listed in each title insurance policy covering each such Mortgage, in favor of the Collateral Agent, for its benefit and the benefit of the Secured Parties, a legal, valid and enforceable first priority Lien Liens on and security interest interests in all of the Credit Loan Parties’ right, title and interest in and to the Mortgaged Real Properties thereunder as described therein and the proceeds thereof, and when the such Mortgages are filed recorded in the offices specified on Schedule 1.01(a) (orapplicable office of each political subdivision where each such Mortgaged Property is situated, in the case of any Mortgage executed and delivered after the date thereof in accordance with the provisions of Sections 5.11 and 5.12, when such Mortgage is filed in the offices specified in the local counsel opinion delivered with respect thereto in accordance with the provisions of Sections 5.11 and 5.12), the Mortgages shall constitute fully perfected Liens on, and security interests in, all right, title and interest of the Credit Loan Parties in the such Mortgaged Real Properties and the proceeds thereof, in each case prior and superior in right to any other personPerson, other than Prior LiensLiens permitted by such Mortgage. (de) Each Security Document (other than Mortgagesany Mortgage) delivered pursuant to Section 5.11 Sections 5.11, 5.12, 5.15 and Section 5.12 5.16 will, upon execution and delivery thereofthereof and the filings set forth therein and in this Section 3.20, be effective to create in favor of the Collateral Agent, for the ratable benefit of the Secured Parties, a legal, valid and enforceable Lien on Liens on, and security interests in, all of the Credit Loan Parties’ right, title and interest in and to the Collateral to the extent the actions required by the Loan Documents are effective to create and perfect such security interests thereunder, and (i) when such Security Document is filed all appropriate filings or recorded recordings are made in the appropriate offices as may be required under applicable lawlaw 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, except as directed by the Collateral Agent or the Administrative Agent), such Security Document will constitute a fully perfected Lien Liens on, and security interest interests in, all right, title and interest of the Credit Loan Parties in such Security Agreement Collateral, in each case subject to no Liens other than the applicable Permitted Liens.

Security Documents. (a) The Security Agreement is Agreements are effective to create in favor of the Collateral Agent, for the ratable benefit of the Secured Parties, a legal, valid and enforceable security interest in and Lien on the Security Agreement Collateral described therein and, when (i) the property constituting such Collateral (for which possession is required for perfection) is delivered to the Agent, (ii) the financing statements and other filings in appropriate form are filed in the offices specified on Schedule 6 to the Perfection Certificate and (iiiii) all other applicable filings under the Credit Parties have complied with Section 3.03 of Uniform Commercial Code or otherwise that are required under the Security AgreementLoan Documents are made, the Security Agreement Agreements shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the grantors thereunder in such Collateral (other than (A) the Intellectual Property (as defined in the Security Agreement) and (B) 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 jurisdictionAgreements)), in each case subject prior and superior in right to no Liens any other Person, other than Permitted Lienswith respect to Liens expressly permitted by Section 7.02. (b) When the applicable Security Agreement (including all schedules thereto) or a short-form thereof is Agreements are filed in the United States Patent and Trademark Office and the United States Copyright Office in the manner prescribed by each office and all actions required under the laws of the state of organization of the relevant Credit Party with respect to the perfection of a security interest in Office, such intangible property are undertaken, the Collateral Agent, for the benefit of the Secured Parties, Security Agreements shall have a constitute fully perfected Lien Liens on, and security interest interests in, all right, title and interest of the grantors thereunder Borrower and the Subsidiary Guarantors in the U.S. Intellectual Property (as defined in the Security AgreementAgreements) to in which a security interest may be perfected by filing, recording or registering a security agreement, financing statement or analogous document in the fullest extent permitted by lawUnited States Patent and Trademark Office or the United States Copyright Office, as applicable, in each case subject prior and superior in right to no Liens any other Person, other than Permitted with respect to Liens expressly permitted by Section 7.02 (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 grantors Borrower and the Subsidiary Guarantors after the date hereof). (c) Each Mortgage executed and delivered as of the Closing Date is, or, to the extent any Mortgage is duly executed and delivered thereafter by the relevant Credit Party, will be, effective to create, in favor of the Collateral Agent, for its benefit and the benefit of the Secured Parties, a legal, valid and enforceable first priority Lien on and security interest in all of the Credit Parties’ right, title and interest in and to the Mortgaged Real Properties thereunder and the proceeds thereof, and when the The Mortgages are filed in the offices specified on Schedule 1.01(a) (or, in the case of any Mortgage executed and delivered after the date thereof in accordance with the provisions of Sections 5.11 and 5.12, when such Mortgage is filed in the offices specified in the local counsel opinion delivered with respect thereto in accordance with the provisions of Sections 5.11 and 5.12), the Mortgages shall constitute fully perfected Liens on, and security interests in, all right, title and interest of the Credit Parties in the Mortgaged Real Properties and the proceeds thereof, in each case prior and superior in right to any other person, other than Prior Liens. (d) Each Security Document (other than Mortgages) delivered pursuant to Section 5.11 and Section 5.12 will, upon execution and delivery thereof, be effective to create in favor of the Collateral Agent, Agent for the ratable benefit of the Secured Parties, a legal, valid and enforceable Lien on all the real property an improvements thereon more particularly described in each such Mortgage and when filed in the land records of the Credit Parties’ right, title and interest in and to the Collateral thereunder, and when appropriate jurisdiction where such Security Document real property is filed or recorded in the appropriate offices as may be required under applicable law, such Security Document will located shall constitute a fully perfected Lien onfirst mortgage lien upon such real property and improvements, and security interest insubject only to permitted liens described therein. The stated secured principal amount of the Mortgages granted by the Borrower on the real property of the Borrower located in the State of New York which are to be recorded upon Closing shall be limited to a stated principal amount not to exceed Three Million Dollars ($3,000,000.00); provided however, the Agent shall hold in its possession additional Mortgages upon the real property of the Borrower located in the State of New York securing the remaining stated principal amount of Revolving Committed Amount, which Mortgages (“Springing Mortgages”) shall not be recorded unless the Required Lenders elect, after the occurrence of a Default or an Event of Default, to record such Springing Mortgages. The Borrower agrees to pay all costs of recordation of the Mortgages (including the Springing Mortgages), including without limitation, all rightrecording taxes and costs, title documentary taxes, transfer taxes and interest of the Credit Parties in such Security Agreement Collateral, in each case subject to no Liens other than the applicable Permitted Lienslike.

Security Documents. (a) The Security Each Pledge Agreement is effective to create in favor of the Applicable Collateral Agent, for the ratable benefit of the Secured PartiesParties referred to therein, a legal, valid and enforceable security interest in and Lien on the Security Agreement Collateral (as defined in such Pledge Agreement) and, when such Collateral (ito the extent such Collateral constitutes an instrument under the applicable Uniform Commercial Code or Personal Property Security Act) is delivered to such Collateral 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, in each case prior and superior in right to any other person. (b) Each of the Security Agreements is effective to create in favor of the Applicable Collateral Agent, for the ratable benefit of the Secured Parties referred to therein, a legal, valid and enforceable security interest in the Collateral (as defined in such Security Agreement) and, when financing statements and other filings in appropriate form are filed in the offices specified on Schedule 6 to the Perfection Certificate and (ii) the Credit Parties have complied with Section 3.03 of the Security AgreementCertificate, the such Security Agreement shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the grantors thereunder in such Collateral (other than (A) portion of the Intellectual Property (as defined in the Security Agreement) and (B) such Collateral in which a security interest cannot may be perfected by the filing of a financing statement under the applicable Uniform Commercial Code or Personal Property Security Act (other than the Intellectual Property, as in effect at the relevant time defined in the relevant jurisdictionU.S. Security Agreement), in each case subject prior and superior in right to no Liens any other person, other than Permitted Lienswith respect to Liens expressly permitted by Section 6.02. (bc) When the U.S. Security Agreement (including all schedules thereto) or a short-form thereof is filed in the United States Patent and Trademark Office and the United States Copyright Office Office, and the filings referred to in the manner prescribed by each office and all actions required under the laws of the state of organization of the relevant Credit Party with respect to the perfection of a security interest in such intangible property are undertakenparagraph (b) above shall have been made, the Collateral Agent, for the benefit of the Secured Parties, U.S. Security Agreement and such filings shall have constitute a fully perfected Lien on, and security interest in, all right, title and interest of the grantors thereunder in the U.S. Intellectual Property (as defined in the U.S. Security Agreement) to the fullest extent permitted by law), in each case subject prior and superior in right to no Liens any other than Permitted Liens 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 lien on registered trademarks, trademark applications and copyrights acquired by the grantors after the date hereof). (cd) Each Mortgage executed and delivered as of the Closing Date is, or, to the extent any Mortgage is duly executed and delivered thereafter by the relevant Credit Party, will be, effective to create, in favor of create for the Collateral Agent, for its benefit and the ratable benefit of the Secured Parties, Parties referred to therein a legal, valid and enforceable first priority Lien on and security interest in all of the Credit Parties’ rightCollateral or Charged Property (as defined in such Mortgage) and, title and interest in and to the Mortgaged Real Properties thereunder and the proceeds thereof, and when the Mortgages appropriate filings or registrations are filed made in the offices specified on Schedule 1.01(a) (or3.19, in the case of any Mortgage executed and delivered after the date thereof in accordance with the provisions of Sections 5.11 and 5.12, when such Mortgage is filed in the offices specified in the local counsel opinion delivered with respect thereto in accordance with the provisions of Sections 5.11 and 5.12), the Mortgages shall constitute a fully perfected Liens on, and security interests in, Lien on all right, title and interest of the Credit Parties applicable Loan Party thereunder in the applicable Mortgaged Real Properties and Property as of the proceeds thereofClosing Date, in each case prior and superior in right to any other person, other than Prior Lienswith respect to Liens expressly permitted by Section 6.02. (d) Each Security Document (other than Mortgages) delivered pursuant to Section 5.11 and Section 5.12 will, upon execution and delivery thereof, be effective to create in favor of the Collateral Agent, for the ratable benefit of the Secured Parties, a legal, valid and enforceable Lien on all of the Credit Parties’ right, title and interest in and to the Collateral thereunder, and when such Security Document is filed or recorded in the appropriate offices as may be required under applicable law, such Security Document will constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Credit Parties in such Security Agreement Collateral, in each case subject to no Liens other than the applicable Permitted Liens.

Security Documents. (a) The Security Agreement is effective to create in favor of the Collateral Agent, for the benefit of the Secured Parties, a legal, valid and enforceable security interest in and Lien on the Security Agreement Pledged Collateral and, when (i) financing statements and other filings in appropriate form are filed in the offices specified on Schedule 6 3.3 to the Perfection Certificate Security Agreement, and (ii) the Credit Parties have complied with Section 3.03 of Securities Collateral (as defined in the Security Agreement) is delivered to the Collateral Agent, the Security Agreement shall constitute a fully perfected first priority Lien on, and security interest in, all right, title and interest of the grantors thereunder in such Pledged Collateral (other than (A) the Intellectual Property (as defined in the Security Agreement) and (B) such Pledged 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 subject to no Liens other than Permitted Liens. (b) When the Security Agreement (including all schedules thereto) or a short-form thereof is filed in the United States Patent and Trademark Office and the United States Copyright Office in the manner prescribed by each office and all actions required under the laws of the state of organization of the relevant Credit Party with respect to the perfection of a security interest in such intangible property are undertaken, 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 grantors thereunder in the U.S. Intellectual Property (as defined in the Security Agreement) to the fullest extent permitted by law, in each case subject to no Liens other than 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 perfect a Lien on registered trademarks, trademark applications and copyrights acquired by the grantors after the date hereof). (c) Each Mortgage executed and delivered as of the Closing Date is, or, to the extent any Mortgage is duly executed and delivered thereafter by the relevant Credit Party, will be, effective to create, in favor of the Collateral Agent, for its benefit and the benefit of the Secured Parties, a legal, valid and enforceable first priority Lien on and security interest in all of the Credit 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 on Schedule 1.01(a) (or, in the case of any Mortgage executed and delivered after the date thereof in accordance with the provisions of Sections 5.11 and 5.12, when such Mortgage is filed in the offices specified in the local counsel opinion delivered with respect thereto in accordance with the provisions of Sections 5.11 and 5.12), the Mortgages shall constitute fully perfected Liens on, and security interests in, all right, title and interest of the Credit Parties in the Mortgaged Real Properties and the proceeds thereof, in each case prior and superior in right to any other person, other than Prior Liens. (d) Each Security Document (other than Mortgages) delivered pursuant to Section 5.11 and Section 5.12 will, upon execution and delivery thereof, be effective to create in favor of the Collateral Agent, for the ratable benefit of the Secured Parties, a legal, valid and enforceable Lien on all of the Credit Loan Parties’ ' right, title and interest in and to the Collateral thereunder, and when such Security Document is filed or recorded in the appropriate offices as may be required under applicable law, such Security Document will constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Credit Loan Parties in such Security Agreement Collateral, in each case subject to no Liens other than the applicable Permitted Liens.

Security Documents. (a) The Security Agreement is effective to create in favor of the Collateral Agent, for the benefit of the Secured Parties, a Bank legal, valid and enforceable Liens on, and security interest interests in, the Collateral (as defined in and Lien on the Security Agreement Collateral Agreement) and, when (i) when financing statements and other filings in appropriate form are filed in the offices specified on Schedule 6 to the Perfection Certificate appropriate offices, and (ii) upon the Credit Parties have complied with Section 3.03 taking of possession or control by the Bank of the Security Agreement, the Security Agreement shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the grantors thereunder in such Collateral (other than (A) the Intellectual Property (as defined in the Security Agreement) and (B) such Collateral in with respect to which a security interest cannot may be perfected under only by possession or control, the Uniform Commercial Code as in effect at the relevant time in the relevant jurisdiction), in each case subject to no Liens other than Permitted Liens. (b) When created by the Security Agreement (including all schedules thereto) or a short-form thereof is filed in the United States Patent and Trademark Office and the United States Copyright Office in the manner prescribed by each office and all actions required under the laws of the state of organization of the relevant Credit Party with respect to the perfection of a security interest in such intangible property are undertaken, 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 grantors thereunder in the U.S. Intellectual Property (as defined in the Security Agreement) to the fullest extent permitted by law, in each case subject to no Liens other than 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 perfect a Lien on registered trademarks, trademark applications and copyrights acquired by the grantors after the date hereof). (c) Each Mortgage executed and delivered as of the Closing Date is, or, to the extent any Mortgage is duly executed and delivered thereafter by the relevant Credit Party, will be, effective to create, in favor of the Collateral Agent, for its benefit and the benefit of the Secured Parties, a legal, valid and enforceable first priority Lien on and security interest in all of the Credit 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 on Schedule 1.01(a) (or, in the case of any Mortgage executed and delivered after the date thereof in accordance with the provisions of Sections 5.11 and 5.12, when such Mortgage is filed in the offices specified in the local counsel opinion delivered with respect thereto in accordance with the provisions of Sections 5.11 and 5.12), the Mortgages shall constitute fully perfected Liens on, and security interests in, all right, title and interest of the Credit Parties grantors thereunder in the Mortgaged Real Properties Collateral (as defined in the Security Agreement) (other than (A) the patents, trademarks, tradestyles, copyrights, and other intellectual property rights (including all registrations and applications therefor) and (B) such Collateral (as defined in the proceeds thereofSecurity Agreement) in which a security interest cannot be perfected under the UCC as in effect at the relevant time in the relevant jurisdiction or in respect of which perfection is not required at such time by this Agreement or the Security Agreement), in each case prior and superior in right subject to any other person, no Liens other than Prior Liensthose permitted by Section 8.8 hereof. (db) Each When (i) the Security Document (other than Mortgages) delivered pursuant to Section 5.11 Agreement or a short form thereof is filed in the United States Patent and Section 5.12 willTrademark Office and the United States Copyright Office, upon execution and delivery thereof, be effective to create in favor of the Collateral Agent, for the ratable benefit of the Secured Parties, a legal, valid and enforceable Lien on all of the Credit Parties’ right, title and interest in and to the Collateral thereunderas applicable, and when (ii) financing statements and other filings in appropriate form are filed in the applicable offices, the Liens created by such Security Document is filed or recorded in the appropriate offices as may be required under applicable law, such Security Document will Agreement shall constitute a fully perfected Lien Liens on, and security interest interests in, all right, title and interest of the Credit Parties grantors thereunder in such Security Agreement Collateralthe patents, trademarks, tradestyles, copyrights, and other intellectual property rights (including all registrations and applications therefor), in each case subject to no Liens other than the applicable Permitted Liensthose permitted by Section 8.8 hereof.

Security Documents. (a) The Security Agreement is effective to Documents create in favor of the Collateral Agent, for the benefit of the Secured Parties, a legal, valid and enforceable security interest in interests in, and Lien on Liens on, the Security Agreement Collateral and, when (i) financing statements and other filings in appropriate form are filed purported to be covered in the offices specified on Schedule 6 United States thereby to the Perfection Certificate extent required hereby and (ii) the Credit Parties have complied with Section 3.03 of the Security Agreement, the Security Agreement shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the grantors thereunder in such Collateral (other than (A) the Intellectual Property (thereby. Except as defined set forth in the Security AgreementDocuments, such security interests and Liens are currently (or will be, upon (a) and (B) such Collateral in which a security interest cannot be perfected under the Uniform Commercial Code as in effect at filing of appropriate financing statements with the relevant time Secretary of State of the state of incorporation or organization in the relevant jurisdiction)United States for each Credit Party, in each case subject to no Liens other than Permitted Liens. (b) When the Security Agreement (including all schedules thereto) filing of appropriate assignments or a short-form thereof is filed in notices with the United States Patent and Trademark Office and the United States Copyright Office in Office, and the manner prescribed by each office and all actions required under the laws recordation of the state of organization Mortgage Instruments, in each case in favor of the relevant Credit Party with respect to Administrative Agent, on behalf of the perfection Lenders, (b) the Administrative Agent obtaining control or possession over those items of Collateral in which a security interest is perfected through control or possession and (c) taking such other actions as are set forth in such intangible property are undertaken, Security Documents) perfected security interests and Liens in the Collateral United States in favor of the Administrative Agent, for the benefit of the Secured Parties, shall have a fully perfected Lien on, and security interest in, prior to all right, title and interest of the grantors thereunder in the U.S. Intellectual Property (as defined in the Security Agreement) to the fullest extent permitted by law, in each case subject to no other Liens other than Permitted Liens in each case to the extent required by the terms of this Agreement and the Security Documents and with respect to Intellectual Property, (it being understood that i) only if and to the extent a security interest can be perfected by the filing of appropriate UCC financing statements with the Secretary of State of the state of incorporation or organization for each Credit Party and/or, in respect of applied for, issued or registered Intellectual Property, a filing in the United States Patent and Trademark Office or United States Copyright Office, and (ii) subsequent recordings in the United States Patent and Trademark Office and the United States Copyright Office may be necessary required to perfect establish a Lien on applied for, issued or registered trademarks, trademark applications and copyrights Intellectual Property acquired by the grantors a Credit Party after the date hereof)Closing Date. (c) Each Mortgage executed and delivered as of the Closing Date is, or, to the extent any Mortgage is duly executed and delivered thereafter by the relevant Credit Party, will be, effective to create, in favor of the Collateral Agent, for its benefit and the benefit of the Secured Parties, a legal, valid and enforceable first priority Lien on and security interest in all of the Credit 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 on Schedule 1.01(a) (or, in the case of any Mortgage executed and delivered after the date thereof in accordance with the provisions of Sections 5.11 and 5.12, when such Mortgage is filed in the offices specified in the local counsel opinion delivered with respect thereto in accordance with the provisions of Sections 5.11 and 5.12), the Mortgages shall constitute fully perfected Liens on, and security interests in, all right, title and interest of the Credit Parties in the Mortgaged Real Properties and the proceeds thereof, in each case prior and superior in right to any other person, other than Prior Liens. (d) Each Security Document (other than Mortgages) delivered pursuant to Section 5.11 and Section 5.12 will, upon execution and delivery thereof, be effective to create in favor of the Collateral Agent, for the ratable benefit of the Secured Parties, a legal, valid and enforceable Lien on all of the Credit Parties’ right, title and interest in and to the Collateral thereunder, and when such Security Document is filed or recorded in the appropriate offices as may be required under applicable law, such Security Document will constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Credit Parties in such Security Agreement Collateral, in each case subject to no Liens other than the applicable Permitted Liens.

Security Documents. (a) The Security Agreement is effective to create in favor of the Collateral Agent, Agent for the benefit of the Secured Parties, a legal, valid and enforceable security interest in and Lien on the Security Agreement Collateral and, when (i) financing statements and other filings in appropriate form are filed in the offices specified on Schedule 6 7 to the Perfection Certificate and (ii) upon the Credit Parties have complied with Section 3.03 taking of possession or control by the Collateral 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 Collateral Agent to the extent possession or control by the Collateral 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 such the Security Agreement Collateral (other than (A) the Intellectual Property Collateral (as defined in the Security Agreement) and (B) such Security Agreement Collateral in which a security interest cannot be perfected under the Uniform Commercial Code UCC as in effect at the relevant time in the relevant jurisdiction), in each case subject to no Liens other than Permitted Liens. (b) When the Security Agreement (including all schedules thereto) or a short-short form thereof is filed in the United States Patent and Trademark Office and the United States Copyright Office in the manner prescribed by each office and all actions required under the laws of the state of organization of the relevant Credit Party with respect to the perfection of a security interest in such intangible property are undertakenOffice, the Collateral Agent, for the benefit of the Secured Parties, Lien created by such Security Agreement shall have constitute a fully perfected Lien on, and security interest in, all right, title and interest of the grantors thereunder in the U.S. Intellectual Property Collateral (as defined in the such Security Agreement) to the fullest extent permitted by law), in each case subject to no Liens other than 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 perfect a Lien on registered trademarks, trademark applications and copyrights acquired by the grantors after the date hereof)Liens. (c) Each Mortgage executed and delivered as of the Closing Date is, or, prior to the extent any Mortgage date hereof is duly executed and delivered thereafter by the relevant Credit Party, will be, effective to create, in favor of the Collateral Agent, for its benefit and the benefit of the Secured Parties, a legal, valid and enforceable first priority Lien on and security interest in all of the Credit 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 on Schedule 1.01(a) (or, in the case of any Mortgage executed and delivered after the date thereof in accordance with the provisions of Sections 5.11 and 5.12, when such Mortgage is filed in the offices specified in the local counsel opinion delivered with respect thereto in accordance with the provisions of Sections 5.11 and 5.12), the Mortgages shall constitute fully perfected Liens on, and security interests in, all right, title and interest of the Credit 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 Prior LiensLiens reasonably acceptable to Administrative Agent. (d) Each Security Document (other than Mortgages) delivered pursuant to Section Sections 5.11 and Section 5.12 will, upon execution and delivery thereof, be effective to create in favor of the Collateral Agent, for the ratable benefit of the Secured Parties, a legal, valid and enforceable security interest in and Lien on all of the Credit Loan Parties’ right, title and interest in and to the Collateral thereunder, and when such Security Document is filed all appropriate filings or recorded recordings are made in the appropriate offices as may be required under applicable law, such Security Document will constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Credit Loan Parties in such Security Agreement Collateral, in each case subject to no Liens other than the applicable Permitted Liens.

Security Documents. (a) The Security Agreement is effective to Agreement, upon execution and delivery thereof by the 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 the Collateral (as defined in the Security Agreement) and the proceeds thereof and (i) when the Pledged Collateral (as defined in the Security Agreement) is delivered to the Collateral Agent, the Lien on created under the Security Agreement Collateral andshall 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 (i) financing statements and other filings in appropriate form are filed in the offices specified on Schedule 6 3.19(a), the Lien created under the 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 (other than Intellectual Property, as defined in the Security Agreement), in which a security interest may be perfected by filing in the United States of America and its territories and possessions, 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 Perfection Certificate and (ii) the Credit Parties have complied with Section 3.03 recordation of the Security AgreementAgreement (or a short form security agreement in form and substance satisfactory to the 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 Security Agreement shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the grantors thereunder Loan Parties in such Collateral (other than (A) the Intellectual Property (as defined in the Security Agreement) and (B) such Collateral in which a security interest cannot may be perfected under the Uniform Commercial Code as in effect at the relevant time by filing in the relevant jurisdiction)United States of America and its territories and possessions, in each case subject prior and superior in right to no Liens any other than Permitted Liens. (b) When the Security Agreement (including all schedules thereto) or a short-form thereof is filed in the United States Patent and Trademark Office and the United States Copyright Office in the manner prescribed by each office and all actions required under the laws of the state of organization of the relevant Credit Party with respect to the perfection of a security interest in such intangible property are undertaken, 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 grantors thereunder in the U.S. Intellectual Property (as defined in the Security Agreement) to the fullest extent permitted by law, in each case subject to no Liens other than Permitted Liens 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 trademarkstrademarks and patents, trademark and patent applications and registered copyrights acquired by the grantors Loan Parties after the date hereof). (c) Each Mortgage executed and delivered as of the Closing Date is, or, to the extent any Mortgage is duly executed and delivered thereafter by the relevant Credit Party, will be, effective to create, in favor of the Collateral Agent, for its benefit and the benefit of the Secured Parties, a legal, valid and enforceable first priority Lien on and security interest in all of the Credit 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 on Schedule 1.01(a) (or, in the case of any Mortgage executed and delivered after the date thereof in accordance with the provisions of Sections 5.11 and 5.12, when such Mortgage is filed in the offices specified in the local counsel opinion delivered with respect thereto in accordance with the provisions of Sections 5.11 and 5.12), the Mortgages shall constitute fully perfected Liens on, and security interests in, all right, title and interest of the Credit Parties in the Mortgaged Real Properties and the proceeds thereof, in each case prior and superior in right to any other person, other than Prior Liens. (d) Each Security Document (other than Mortgages) delivered pursuant to Section 5.11 and Section 5.12 will, upon execution and delivery thereof, be effective to create in favor of the Collateral Agent, for the ratable benefit of the Secured Parties, a legal, valid and enforceable Lien on all of the Credit Parties’ right, title and interest in and to the Collateral thereunder, and when such Security Document is filed or recorded in the appropriate offices as may be required under applicable law, such Security Document will constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Credit Parties in such Security Agreement Collateral, in each case subject to no Liens other than the applicable Permitted Liens.

Security Documents. (a) The Security Agreement is effective to create in favor of the Collateral AgentLender, for the benefit of the Secured Parties, a legal, valid and enforceable Liens on, and security interest in and Lien on 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 Credit Parties have complied with Section 3.03 taking of possession or control by Lender of the Security AgreementAgreement Collateral with respect to which a security interest may be perfected only by possession or control (which possession or control shall be given to Lender to the extent possession or control by Lender is required by each Security Document), the Liens created by the Security Agreement shall constitute a fully perfected Lien Liens on, and security interest interests in, all right, title and interest of the grantors thereunder in such the Security Agreement Collateral (other than (A) the Intellectual Property Collateral (as defined in the Security Agreement) and (B) such Security Agreement Collateral in which a security interest cannot be perfected under the Uniform Commercial Code UCC as in effect at the relevant time in the relevant jurisdiction), in each case subject to no Liens other than Permitted Liens. (b) When (i) the Security Agreement (including all schedules thereto) or a short-short form thereof is filed in the United States Patent and Trademark Office and the United States Copyright Office Office, and (ii) financing statements and other filings in appropriate form are filed in the manner prescribed by each office and all actions required under the laws of the state of organization of the relevant Credit Party with respect offices specified on Schedule 6 to the perfection of a security interest in such intangible property are undertakenPerfection Certificate, the Collateral Agent, for Liens created by the benefit of the Secured Parties, Security Agreement shall have a constitute fully perfected Lien Liens on, and security interest interests in, all right, title and interest of the grantors thereunder in the U.S. Intellectual Property Collateral (as defined in the Security Agreement) to the fullest extent permitted by law), in each case subject to no Liens other than 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 perfect a Lien on registered trademarks, trademark applications and copyrights acquired by the grantors after the date hereof)Liens. (c) Each Mortgage executed and delivered as of the Closing Date is, or, to the extent any Mortgage is duly executed and delivered thereafter by the relevant Credit Party, will be, effective to create, in favor of the Collateral AgentLender, for its benefit and the benefit of the Secured Parties, a legal, valid and enforceable first priority Lien on Liens on, and security interest in interests in, all of the Credit Loan Parties’ right, title and interest in and to the Mortgaged Real Properties thereunder and the proceeds thereof, subject only to Permitted Liens, and when the Mortgages are filed in the offices specified on Schedule 1.01(a3.20(c) (or, in the case of any Mortgage executed and delivered after the date thereof in accordance with the provisions of Sections 5.11 Section 5.10 and 5.12Section 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 Sections 5.11 Section 5.10 and 5.12)Section 5.11, the Mortgages shall constitute fully perfected Liens on, and security interests in, all right, title and interest of the Credit 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 Prior Permitted Liens. (d) Each Security Document (other than Mortgages) delivered pursuant to Section 5.11 and Section 5.12 will, upon execution and delivery thereof, be effective to create in favor of the Collateral AgentLender, for the ratable benefit of the Secured Parties, a legal, valid and enforceable Lien on Liens on, and security interests in, all of the Credit Loan Parties’ right, title and interest in and to the Collateral thereunder, and (i) when such Security Document is filed all appropriate filings or recorded recordings are made in the appropriate offices as may be required under applicable lawLegal Requirements and (ii) upon the taking of possession or control by Lender of such Collateral with respect to 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 a valid, enforceable and fully perfected Lien first priority Liens on, and security interest interests in, all right, title and interest of the Credit Loan Parties in such Security Agreement Collateral, in each case subject to no Liens other than the applicable Permitted Liens.

Security Documents. (a) The Security Agreement is effective to create creates in favor of the Collateral Agent, for the benefit of the Secured Credit Parties, a legal, valid valid, continuing and enforceable security interest in and Lien on the Collateral (as defined in the Security Agreement Collateral andAgreement), when 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 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 (i) the filing of UCC financing statements statements, naming the Agent as secured party, Domestic Loan Parties as debtors and such Collateral as collateral, in the offices of the Secretaries of States of the States in which the Domestic Loan Parties are incorporated or formed, the Agent will have a perfected Lien on, and security interest in, to and under all right, title and interest of the Domestic Loan Parties in all such Collateral that may be perfected by the filing of a UCC financing statement, (ii) the obtaining of “control” (as defined in the UCC) of any such Collateral, the Agent will have a perfected Lien on, and security interest in, to and under all right, title and interest of the Domestic Loan Parties in all such Collateral that may be perfected by obtaining control, in each case prior and superior in right to any other Person (other than holders of Permitted Encumbrances having priority by operation of Law). (b) When the Security Agreement (or a short form thereof) is filed in the United States Patent and Trademark Office, the United States Copyright Office and the Canadian Intellectual Property Office and when financing statements, releases and other filings in appropriate form are filed in the offices specified on Schedule 6 to the Perfection Certificate and (ii) the Credit Parties have complied with Section 3.03 II of the Security Agreement, the Security Agreement shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the grantors thereunder in such Collateral (other than (A) the Intellectual Property (as defined in the Security Agreement) and (B) 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 subject to no Liens other than Permitted Liens. (b) When the Security Agreement (including all schedules thereto) or a short-form thereof is filed in the United States Patent and Trademark Office and the United States Copyright Office in the manner prescribed by each office and all actions required under the laws of the state of organization of the relevant Credit Party with respect to the perfection of a security interest in such intangible property are undertaken, the Collateral Agent, for the benefit of the Secured Parties, Agent shall have a fully perfected Lien on, and security interest in, all right, title and interest of the grantors thereunder applicable Loan Parties in the U.S. Intellectual Property Collateral (as defined in the Security AgreementAgreement or the Canadian Security Documents, as applicable) to in which a security interest may be perfected by filing, recording or registering a security agreement, financing statement or analogous document in the fullest extent permitted by lawUnited States Patent and Trademark Office, the United States Copyright Office or the Canadian Intellectual Property Office, as applicable, in each case subject prior and superior in right to no Liens any other than Permitted Liens Person (it being understood that subsequent recordings in the United States Patent and Trademark Office and Office, the United States Copyright Office and the Canadian Intellectual Property Office may be necessary to perfect a Lien on registered trademarks, trademark applications and copyrights acquired by the grantors applicable Loan Parties after the date hereofEffective Date). (c) Each Mortgage executed and delivered as of the Closing Date is, or, to the extent any Mortgage is duly executed and delivered thereafter by the relevant Credit Party, will be, effective to create, The Canadian Security Documents create in favor of the Collateral Agent, for its benefit and the benefit of the Secured Canadian Credit Parties, a legal, valid valid, continuing and enforceable first priority Lien on and security interest in all of the Credit Parties’ right, title and interest in and to the Mortgaged Real Properties thereunder and the proceeds thereof, and when the Mortgages are filed Collateral (as defined in the offices specified on Schedule 1.01(a) (orCanadian Security Documents), 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 the case of any Mortgage executed a proceeding in equity or at law. The financing statements, releases and delivered after the date thereof other filings are in accordance with the provisions of Sections 5.11 appropriate form and 5.12, when such Mortgage is have been filed in the offices specified in Schedule II of the local counsel opinion delivered with respect thereto in accordance with General Security Agreement forming part of the provisions of Sections 5.11 and 5.12)Canadian Security Documents. Upon such filings, the Mortgages shall constitute fully Agent will have a perfected Liens Lien on, and security interests interest in, to and under all right, title and interest of the Credit Parties grantors thereunder in all Collateral that may be perfected under the PPSA (in effect on the date this representation is made) 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 Mortgaged Real Properties and the proceeds thereofPPSA), in each case prior and superior in right to any other person, Person (other than Prior Liensholders of Permitted Encumbrances having priority by operation of Law). (d) Each Security Document (other than Mortgages) delivered pursuant to Section 5.11 and Section 5.12 will, upon execution and delivery thereof, be effective to The Mortgages create in favor of the Collateral Agent, for the ratable benefit of the Secured Credit Parties, a legal, valid valid, continuing and enforceable Lien on all in the Mortgaged Property (as defined in the Mortgages), 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 Credit Parties’ right, title and interest in and to the Collateral thereunder, and when such Security Document is filed or recorded in Mortgages with the appropriate offices as may be required under applicable lawGovernmental Authorities, such Security Document the Agent will constitute have a fully perfected Lien on, and security interest in, to and under all right, title and interest of the Credit Parties grantors thereunder in all Mortgaged Property that may be perfected by such Security Agreement Collateralfiling (including without limitation the proceeds of such Mortgaged Property), in each case subject prior and superior in right to no Liens any other than the applicable Permitted LiensPerson.

Security Documents. (a) The Pledge Agreement is effective to create 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 Pledge Agreement) and, when the Collateral is delivered to the Collateral Agent, the 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, in each case prior and superior in right to any other person. (b) The Security Agreement is effective to create in favor of the Collateral Agent, for the ratable benefit of the Secured Parties, a legal, valid and enforceable security interest in and Lien on the Collateral (as defined in the Security Agreement Collateral Agreement) 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) the Credit Parties have complied with Section 3.03 of the Security AgreementCertificate, the Security Agreement shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the grantors thereunder in such Collateral (other than (A) the Intellectual Property (Property, as defined in the Security Agreement) and (B) 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 subject (assuming release of security interests under the Existing Credit Agreement) prior and superior in right to no Liens any other person, other than Permitted Lienswith respect to Liens expressly permitted by Section 6.02. (bc) When the Security Agreement (including all schedules thereto) or a short-form thereof is filed in the United States Patent and Trademark Office and the United States Copyright Office in the manner prescribed by each office and all actions required under the laws of the state of organization of the relevant Credit Party with respect to the perfection of a security interest in such intangible property are undertakenOffice, the Collateral Agent, for the benefit of the Secured Parties, Security Agreement shall have constitute a fully perfected Lien on, and security interest in, all right, title and interest of the grantors thereunder in the U.S. Intellectual Property (as defined in the Security Agreement) to the fullest extent permitted by law), in each case subject prior and superior in right to no Liens any other than Permitted Liens 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 lien on registered trademarks, trademark applications and copyrights acquired by the grantors after the date hereof). (c) Each Mortgage executed and delivered as of the Closing Date is, or, to the extent any Mortgage is duly executed and delivered thereafter by the relevant Credit Party, will be, effective to create, in favor of the Collateral Agent, for its benefit and the benefit of the Secured Parties, a legal, valid and enforceable first priority Lien on and security interest in all of the Credit 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 on Schedule 1.01(a) (or, in the case of any Mortgage executed and delivered after the date thereof in accordance with the provisions of Sections 5.11 and 5.12, when such Mortgage is filed in the offices specified in the local counsel opinion delivered with respect thereto in accordance with the provisions of Sections 5.11 and 5.12), the Mortgages shall constitute fully perfected Liens on, and security interests in, all right, title and interest of the Credit Parties in the Mortgaged Real Properties and the proceeds thereof, in each case prior and superior in right to any other person, other than Prior Liens. (d) Each Security Document (other than Mortgages) delivered pursuant to Section 5.11 and Section 5.12 will, upon execution and delivery thereof, be effective to create in favor of the Collateral Agent, for the ratable benefit of the Secured Parties, a legal, valid and enforceable Lien on all of the Credit Parties’ right, title and interest in and to the Collateral thereunder, and when such Security Document is filed or recorded in the appropriate offices as may be required under applicable law, such Security Document will constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Credit Parties in such Security Agreement Collateral, in each case subject to no Liens other than the applicable Permitted Liens.

Security Documents. (a) The Each Security Agreement Document is effective to create in favor of the Collateral Agent, Agent (for the benefit of the Secured Parties, ) a legal, valid and enforceable security interest in the Collateral described therein and Lien on the Security Agreement Collateral and, when proceeds thereof. (i) As of the Closing Date, in the case of the Pledged Collateral and U.S. Pledged Collateral described in the U.S. Collateral Agreement, when certificates or promissory notes, as applicable, representing such Pledged Collateral and U.S. Pledged Collateral and required to be delivered under the U.S. Collateral Agreement are delivered to the Collateral Agent, and in the case of the other Collateral described in the U.S. Collateral Agreement (other than the Intellectual Property), when financing statements and other filings specified in appropriate form the Perfection Certificate are filed in the offices specified on Schedule 6 to in the Perfection Certificate and Certificate, the Collateral Agent (ii) for the Credit Parties have complied with Section 3.03 benefit of the Security Agreement, the Security Agreement Secured Parties) shall constitute have a fully perfected Lien (subject to all Permitted Liens) on, and security interest in, all right, title and interest of the grantors thereunder Loan Parties in such Collateral (other than (A) and, subject to Section 9-315 of the Intellectual Property (New York Uniform Commercial Code, the proceeds thereof, as defined in security for the Security Agreement) and (B) such Collateral in which a security interest cannot Obligations to the extent perfection can be perfected under the obtained by filing Uniform Commercial Code as financing statements or possession. (ii) In the case of the Collateral described in effect at any Security Document to which an English Loan Party is a party, when any required registration with the relevant time UK Companies House under Section 859A of the UK Companies ▇▇▇ ▇▇▇▇, the Land Registry or Land Charges Registry in England, the United Kingdom Intellectual Property Office, the European Patent Office, and the European Intellectual Property Office has been validly completed (by or on behalf of the Collateral Agent), 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, to the extent perfection can be achieved by such registration. (iii) In the case of the Collateral described in the relevant jurisdictionIrish Law Security Documents or any other Security Document to which Parent or any other Irish Loan Party is a party, when any required registration with the Companies Registration Office of Ireland pursuant to Part 7 of the Companies ▇▇▇ ▇▇▇▇ of Ireland and/or with the Revenue Commissioners of Ireland pursuant to Section 1001 of the Taxes Consolidation Act, 1997 of Ireland (as amended) (to the extent that Parent or any other Irish Loan Party has obtained an Irish tax registration number), in each case the Irish Patents Office, European Patent Office and the European Intellectual Property Office has been validly completed, the Collateral Agent (for the benefit of the Secured Parties) shall have a fully perfected Lien (subject to no Liens other than all Permitted Liens) on, and security interest in, all right, title and interest of the Loan Parties in such Collateral, to the extent perfection can be achieved by such registration. (iv) In the case of the Collateral described in the Jersey Law Security Documents, when any required registration of financing statement on the SIR has been validly completed (by or on behalf of the Collateral Agent), the Collateral Agent (for the benefit of the Secured Parties) shall have a perfected security interest pursuant to the Security Interests (Jersey) Law 2012 (the “SIJL”) in such Collateral, to the extent perfection under the SIJL can be achieved by such registration. (v) In the case of the Collateral described in the Spanish Law Security Documents and the Polish Security Documents, when any required perfection and/or registration requirements therein have been validly completed (by or on behalf of the Collateral Agent and the Secured Parties), the Collateral Agent and the Secured Parties identified therein 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, to the extent perfection can be achieved by completing such requirements or registration. (b) When the Security U.S. Collateral Agreement (including all schedules thereto) or a short-form thereof an ancillary document thereunder is properly filed and recorded in the United States Patent and Trademark Office and the United States Copyright Office in the manner prescribed by each office and all actions required under the laws of the state of organization of the relevant Credit Party Office, and, with respect to the perfection of Collateral in which a security interest cannot be perfected by such filings, upon the proper filing of the financing statements referred to in such intangible property are undertakenclause (a) above, the Collateral Agent, 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 grantors U.S. Loan Parties thereunder in the U.S. material United States Intellectual Property (as defined included in the Security Agreement) to the fullest extent permitted by law, Collateral listed in each case subject to no Liens other than Permitted Liens such ancillary document (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 material registered trademarkstrademarks and patents, trademark and patent applications and registered copyrights acquired by the grantors Loan Parties after the date hereofClosing Date). (c) Each Mortgage executed and delivered as of The Mortgages, if any, on the Closing Date isMortgaged Properties, or, to the extent any Mortgage is duly executed and delivered thereafter by the relevant Credit Party, will be, effective to create, in favor of the Collateral Agent, for its benefit and the benefit of the Secured Parties, a legal, valid and enforceable first priority Lien on and security interest in all of the Credit 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 on Schedule 1.01(a) (or, in the case of any Mortgage executed and delivered after the date thereof in accordance with the provisions of Sections 5.11 and 5.12, when such Mortgage is filed in the offices specified in the local counsel opinion delivered with respect thereto in accordance with the provisions of Sections 5.11 and 5.12), the Mortgages shall constitute fully perfected Liens on, and security interests in, all right, title and interest of the Credit Parties in the Mortgaged Real Properties and the proceeds thereof, in each case prior and superior in right to any other person, other than Prior Liens. (d) Each Security Document (other than Mortgages) delivered Closing Date pursuant to Section 5.11 and Section 5.12 will5.10, upon execution and delivery thereof, shall be effective to create in favor of the Collateral Agent, Agent (for the ratable benefit of the Secured Parties) or, a if so contemplated by the respective Mortgage, the Collateral Agent and the other Secured Parties, legal, valid and enforceable Lien Liens on all of the Credit Loan Parties’ rightrights, title titles and interest interests in and to the Collateral thereunderMortgaged Property thereunder and the proceeds thereof, and when such Security Document is filed Mortgages are validly filed, registered or recorded in the appropriate proper real estate filing, registration or recording offices as may be and any other required under applicable lawregistrations have been validly completed by or on behalf of the Collateral Agent (including, such Security Document will constitute a fully perfected Lien in the case of any Mortgage over Mortgaged Property located in England and Wales, any required registration with the Land Registry or Land Charges Registry of England), and all relevant mortgage Taxes and recording and registration charges are duly paid, the Collateral Agent (for the benefit of the Secured Parties) shall have valid Liens with record or registered notice to third parties on, and security interest interests in, all rightrights, title titles and interest interests of the Credit Loan Parties in such Security Agreement CollateralMortgaged Property and, in each case to the extent applicable, subject to Section 9-315 of the Uniform Commercial Code, the proceeds thereof. (d) Notwithstanding anything herein (including this Section 3.17) or in any other Loan Document to the contrary, no Liens Borrower or any other Loan Party makes any representation or warranty as to the effects of perfection or non-perfection, the priority or the enforceability of any pledge of or security interest in any Equity Interests of any Foreign Subsidiary (other than Foreign Subsidiaries organized in a Specified Jurisdiction), or as to the rights and remedies of the Agents or any Lender with respect thereto, under foreign law (other than any applicable Permitted LiensSpecified Foreign Law).

Security Documents. (a) The Security Agreement is effective to create creates in favor of the Collateral Agent, for the benefit of the Secured PartiesParties (as defined in the Security Agreement) referred to therein, a legal, valid 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. 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” (as defined in the UCC), the 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 Collateral that may be perfected under the UCC (in effect on the date this representation is made) 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, in each case prior and superior in right to any other Person. (b) When the Security Agreement Collateral and(or a short form thereof) is filed in the United States Copyright Office and when financing statements, when (i) financing statements releases and other filings in appropriate form are filed in the offices specified on Schedule 6 to the Perfection Certificate and (ii) the Credit Parties have complied with Section 3.03 II of the Security Agreement, the Security Agreement shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the grantors thereunder in such Collateral (other than (A) the Intellectual Property (as defined in the Security Agreement) and (B) 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 subject to no Liens other than Permitted Liens. (b) When the Security Agreement (including all schedules thereto) or a short-form thereof is filed in the United States Patent and Trademark Office and the United States Copyright Office in the manner prescribed by each office and all actions required under the laws of the state of organization of the relevant Credit Party with respect to the perfection of a security interest in such intangible property are undertaken, the Collateral Agent, for the benefit of the Secured Parties, Agent shall have a fully perfected Lien on, and security interest in, all right, title and interest of the grantors thereunder applicable Loan Parties in the U.S. copyrights and related assets constituting Intellectual Property Collateral (as defined in the Security Agreement) to in which a security interest may be perfected by filing, recording or registering a security agreement, financing statement or analogous document in the fullest extent permitted by lawUnited States Copyright Office, as applicable, in each case subject prior and superior in right to no Liens any other than Permitted Liens 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, trademark applications and copyrights acquired by the grantors Loan Parties after the date hereofClosing Date). (c) Each Mortgage executed and delivered as of the Closing Date is, or, to the extent any Mortgage is duly executed and delivered thereafter by the relevant Credit Party, will be, effective to create, in favor of the Collateral Agent, for its benefit and the benefit of the Secured Parties, a legal, valid and enforceable first priority Lien on and security interest in all of the Credit 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 on Schedule 1.01(a) (or, in the case of any Mortgage executed and delivered after the date thereof in accordance with the provisions of Sections 5.11 and 5.12, when such Mortgage is filed in the offices specified in the local counsel opinion delivered with respect thereto in accordance with the provisions of Sections 5.11 and 5.12), the Mortgages shall constitute fully perfected Liens on, and security interests in, all right, title and interest of the Credit Parties in the Mortgaged Real Properties and the proceeds thereof, in each case prior and superior in right to any other person, other than Prior Liens. (d) Each Security Document (other than Mortgages) delivered pursuant to Section 5.11 and Section 5.12 will, upon execution and delivery thereof, be effective to create in favor of the Collateral Agent, for the ratable benefit of the Secured Parties, a legal, valid and enforceable Lien on all of the Credit Parties’ right, title and interest in and to the Collateral thereunder, and when such Security Document is filed or recorded in the appropriate offices as may be required under applicable law, such Security Document will constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Credit Parties in such Security Agreement Collateral, in each case subject to no Liens other than the applicable Permitted Liens.

Security Documents. (a) The Security Agreement is effective to create in favor of the Collateral Agent, Agent for the benefit of the Secured Parties, a legal, valid and enforceable Liens on, and security interest in and Lien on interests in, the Security Agreement Collateral and, when (i) financing statements and other filings in appropriate form are filed in the offices Office of the Secretary of State of the jurisdiction of incorporation or organization of the applicable Loan Party (or in such other applicable central filing office as shall be specified on Schedule 6 to under the Perfection Certificate Uniform Commercial Code as in effect in the jurisdiction of incorporation or organization of the applicable Loan Party) and (ii) upon the Credit Parties have complied with Section 3.03 taking of possession or control by the Collateral Agent of the Security AgreementAgreement 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 each Security Document), the Liens created by the Security Agreement shall constitute a fully perfected Lien Liens on, and security interest interests in, all right, title and interest of the grantors thereunder in such the Security Agreement Collateral (other than (A) the Intellectual Property (as defined in the Security Agreement) constituting Collateral and (B) such Security Agreement Collateral in which a security interest cannot be perfected under the Uniform Commercial Code UCC as in effect at the relevant time in the relevant jurisdiction), in each case subject to no Liens other than Permitted Liens. (b) When (i) the Security Agreement (including all schedules thereto) or a short-short form thereof is filed in the United States Patent and Trademark Office and the United States Copyright Office Office, and (ii) financing statements and other filings in appropriate form are filed in the manner prescribed by each office and all actions required under the laws Office of the state Secretary of State of the jurisdiction of incorporation or organization of the relevant Credit applicable Loan Party with respect to the perfection of a security interest (or in such intangible property are undertakenother applicable central filing office as shall be specified under the Uniform Commercial Code as in effect in the jurisdiction of incorporation or organization of the applicable Loan Party), the Collateral Agent, for Liens created by the benefit of the Secured Parties, Security Agreement shall have a constitute fully perfected Lien Liens on, and security interest interests in, all right, title and interest of the grantors thereunder in the U.S. Intellectual Property (as defined in the Security Agreement) to the fullest extent permitted by lawconstituting Collateral, in each case subject to no Liens other than 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 perfect a Lien on registered trademarks, trademark applications and copyrights acquired by the grantors after the date hereof)Liens. (c) Each Mortgage executed delivered pursuant to Sections 5.10 and delivered as of the Closing Date is5.11 will, orupon execution and delivery thereof, to the extent any Mortgage is duly executed and delivered thereafter by the relevant Credit Party, will be, be effective to create, in favor of the Collateral Agent, for its benefit and the benefit of the Secured Parties, a legal, valid and enforceable first priority Lien on Liens on, and security interest in interests in, all of the Credit Loan Parties’ right, title and interest in and to the Mortgaged Real Properties thereunder and the proceeds thereof, subject only to Permitted Liens, and when the Mortgages are filed in the offices specified on Schedule 1.01(a) (or, in the case of any Mortgage executed and delivered after the date thereof in accordance with the provisions of Sections 5.11 and 5.12, when such Mortgage is filed in the offices specified in the local counsel opinion delivered with respect thereto in accordance with the provisions of Sections 5.11 5.10 and 5.125.11), the Mortgages such Mortgage shall constitute fully perfected Liens on, and security interests in, all right, title and interest of the Credit Loan Parties in the Mortgaged Real Properties thereunder and the proceeds thereof, in each case prior and superior in right to any other person, other than Prior Permitted Liens. (d) Each Security Document (other than Mortgages) delivered pursuant to Section Sections 5.11 and Section 5.12 will, upon execution and delivery thereof, be effective to create in favor of the Collateral Agent, for the ratable benefit of the Secured Parties, a legal, valid and enforceable Lien on Liens on, and security interests in, all of the Credit Loan Parties’ right, title and interest in and to the Collateral thereunder, and (i) when such Security Document is filed all appropriate filings or recorded recordings are made in the appropriate offices as may be required under applicable lawLegal Requirements 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 such possession or control shall be given to the Collateral Agent to the extent required by any Security Document), the Liens in favor of the Collateral Agent created under such Security Document will constitute a valid, enforceable and fully perfected Lien first priority Liens on, and security interest interests in, all right, title and interest of the Credit Loan Parties in such Security Agreement Collateral, in each case subject to no Liens other than the applicable Permitted Liens.

Security Documents. (a) The Security Agreement is effective to create security interests created in favor of the Collateral Agent, Agent for the benefit of the Secured PartiesCreditors under the US Pledge Agreement constitute first priority perfected security interests in the US Pledge Agreement Collateral referred to therein to the extent that the laws of the United States or any State thereof govern the creation and perfection of any such security interests, and such US Pledge Agreement Collateral is subject to no Lien of any other Person. No consents, filings or recordings are required under the laws of the United States or any State thereof in order to perfect, and/or maintain the perfection and priority of, the security interests purported to be created by the US Pledge Agreement. (b) The US Security Agreement creates, in favor of the Collateral Agent for the benefit of the Secured Creditors, a legal, valid and enforceable security interest in and Lien on all of the US Security Agreement Collateral referred to therein, and, when (i) upon the proper filing of UCC financing statements and other and/or the Collateral Agent obtaining “control” (within the meaning of the UCC) of certain US Security Agreement Collateral (which (x) filings in appropriate form are filed in shall have been made within ten days after the offices specified on Schedule 6 Initial Borrowing Date or, if later, within ten days after a US Credit Party becomes a party to the Perfection Certificate US Security Agreement or (y) control shall have been obtained as, and (ii) to the Credit Parties have complied with Section 3.03 of extent, required by the US Security Agreement, the Security Agreement shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the grantors thereunder in such Collateral (other than (A) the Intellectual Property (as defined in the Security Agreement) and (B) 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 subject to no Liens other than Permitted Liens. (b) When the Security Agreement (including all schedules thereto) or a short-form thereof is filed in the United States Patent and Trademark Office and the United States Copyright Office in the manner prescribed by each office and all actions required under the laws of the state of organization of the relevant Credit Party with respect to the perfection of a security interest in such intangible property are undertaken, the Collateral Agent, Agent for the benefit of the Secured Parties, shall Creditors will have a fully perfected Lien on, and security interest in, all right, title and interest of the grantors thereunder in the U.S. Intellectual Property (as defined in the Security Agreement) to the fullest extent permitted by law, in each case subject to no Liens other than 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 perfect a Lien on registered trademarks, trademark applications and copyrights acquired by the grantors after the date hereof). (c) Each Mortgage executed and delivered as of the Closing Date is, or, to the extent any Mortgage is duly executed and delivered thereafter by the relevant Credit Party, will be, effective to create, in favor of the Collateral Agent, for its benefit and the benefit of the Secured Parties, a legal, valid and enforceable first priority Lien on and security interest in and Lien on all of the respective US Credit Parties’ right, title and interest in and all of such US Security Agreement Collateral (other than in any commercial tort claims not listed on Annex H to the Mortgaged Real Properties thereunder US Security Agreement or any supplement thereto delivered pursuant to the US Security Agreement) to the extent that such security interests may be perfected by the filing of UCC financing statements or by the Collateral Agent having “control”, superior to and prior to the proceeds thereofrights and Liens (other than Permitted Liens) of all third Persons and subject to no other Liens other than Permitted Liens. Except as have been obtained or made and except for the filing of the UCC financing statements described above in this Section 6.05(b), no consents, filings or recordings are required to maintain the perfection and when priority of the Mortgages are filed security interests purported to be created by the US Security Agreement (other than in any commercial tort claims not listed on Annex H to the offices specified on Schedule 1.01(a) (or, in US Security Agreement or any supplement thereto delivered pursuant to the case US Security Agreement). At the time of the granting of any Mortgage executed and delivered after security interests pursuant to the date thereof in accordance with the provisions of Sections 5.11 and 5.12, when such Mortgage is filed in the offices specified in the local counsel opinion delivered with respect thereto in accordance with the provisions of Sections 5.11 and 5.12)US Security Agreement, the Mortgages respective US Credit Party thereunder shall constitute fully perfected have good and marketable title to all US Security Agreement Collateral referred to therein free and clear of all Liens on, and security interests in, all right, title and interest of the Credit Parties except those described above in the Mortgaged Real Properties and the proceeds thereof, in each case prior and superior in right to any other person, other than Prior Liensthis Section 6.05(b). (dc) Each The Canadian Security Document (other than Mortgages) delivered pursuant to Section 5.11 and Section 5.12 willAgreement creates, upon execution and delivery thereof, be effective to create in favor of the Collateral Agent, Agent for the ratable benefit of the applicable Secured PartiesCreditors, a legal, valid and enforceable security interest in and Lien on all of the Canadian Security Agreement Collateral referred to therein, and, upon the proper filing of PPSA financing statements and/or the Collateral Agent obtaining “control” (within the meaning of the applicable securities transfer legislation) of certain Canadian Security Agreement Collateral (which (x) filings shall have been made within ten days after the Initial Borrowing Date or, if later, within ten days after a Canadian Credit Party becomes a party to the Canadian Security Agreement or (y) control shall have been obtained as, and to the extent, required by the Canadian Security Agreement), the Collateral Agent for the benefit of the applicable Secured Creditors will have a fully perfected security interest in and Lien on all the respective Canadian Credit Parties’ right, title and interest in and all of such Canadian Security Agreement Collateral to the Collateral thereunder, and when extent that such Security Document is filed or recorded in the appropriate offices as security interests may be perfected by the filing of PPSA financing statements or by the Collateral Agent having “control”, superior to and prior to the rights and Liens (other than Permitted Liens) of all third Persons and subject to no other Liens other than Permitted Liens. Except as have been obtained or made and except for the filing of the PPSA financing statements described above in this Section 6.05(c), no consents, filings or recordings are required under to maintain the perfection and priority of the security interests purported to be created by the Canadian Security Agreement. At the time of the granting of any security interests pursuant to the Canadian Security Agreement, the respective Canadian Credit Party thereunder shall have good title to all Canadian Security Agreement Collateral referred to therein free and clear of all Liens except those described above in this Section 6.05(c). (d) The Foreign Security Documents, after the execution and delivery thereof, will create in favor of the Collateral Agent for the benefit of the applicable lawSecured Creditors, such Security Document a valid and enforceable perfected security interest in and Lien on all of the Foreign Collateral specified therein, superior to and prior to the rights and Liens of all third Persons (other than Permitted Liens) and subject to no other Liens other than Permitted Liens. The respective Foreign Credit Party will constitute have good and marketable title to, or a fully perfected Lien on, and security valid Leasehold interest in, as applicable, the respective Foreign Collateral, free and clear of all rightLiens, title except those described in the preceding sentence. (e) The Additional Security Documents, after the execution and interest delivery thereof, will create, in favor of the Credit Parties Collateral Agent for the benefit of the Secured Creditors referred to therein, a valid and enforceable perfected security interest in such Security Agreement Collateraland Lien on all of the Additional Collateral covered thereby, in each case superior to and prior to the rights and Liens of all third Persons (other than Permitted Liens) and subject to no other Liens other than the applicable Permitted Liens. The respective Credit Party will have good and marketable title to, or a valid Leasehold interest in, as applicable, the respective Additional Collateral, free and clear of all Liens, except those described in the preceding sentence.

Security Documents. (a) The Subject to the Legal Reservations and the Perfection Requirements, each Security Document delivered pursuant to this Agreement is will, upon execution and delivery thereof, be effective to create (to the extent described therein and, in the case of any Non-U.S. Loan Party, subject to the Agreed Security Principles) in favor of the Collateral Agent, Security Agent for the benefit of the Secured Parties, a legal, valid and enforceable Liens on, and security interest interests in, the Collateral described therein to the extent intended to be created thereby, except as to enforcement, as may be limited by applicable domestic or foreign bankruptcy, winding-up, insolvency, fraudulent conveyance, reorganization (by way of voluntary arrangement, schemes of arrangements or otherwise), moratorium and other similar laws relating to or affecting creditors’ rights generally, general equitable principles (whether considered in a proceeding in equity or at law) and Lien on subject to Legal Reservations and the Security Agreement Collateral and, Perfection Requirements and (a) when (i) financing statements and other filings in appropriate form are filed or registered, as applicable, in the offices specified on Schedule 6 of the Secretary of State (or a comparable office in any applicable non-U.S. jurisdiction) of each Loan Party’s jurisdiction of organization or formation (if applicable) and other applicable Perfection Requirements are completed and (b) upon the taking of possession or control by the Security Agent of such Collateral with respect to which a security interest may be perfected or created only by possession or control (which possession or control shall be given to the Perfection Certificate and (iiSecurity Agent to the extent possession or control by the Security Agent is required by the applicable Security Document) the Credit Parties have complied with Section 3.03 of Liens created by the Security Agreement, the Security Agreement Documents shall constitute a fully perfected Lien or created first priority Liens so far as possible under relevant law on, and security interest ininterests in (to the extent intended to be created thereby and required to be perfected under the Loan Documents and, in each case, in the case of any Non-U.S. Loan Party, subject to the Agreed Security Principles), all right, title and interest of the grantors thereunder in such Collateral in each case free and clear of any Liens other than Liens permitted hereunder (other than (A) the Intellectual Property (as defined in the Security Agreement) and (B) such Collateral in which a security interest cannot be perfected under the Uniform Commercial Code or applicable law in other jurisdictions as in effect at the relevant time in the relevant jurisdictionjurisdiction or by possession or control), in each case subject to no Liens other than Permitted Liens. (b) When the Security Agreement . Notwithstanding anything herein (including all schedules theretothis Section 4.16) or a short-form thereof is filed in the United States Patent and Trademark Office and the United States Copyright Office in the manner prescribed by each office and all actions required under the laws of the state of organization of the relevant Credit Party with respect any other Loan Document to the contrary, neither the Company nor any other Loan Party makes any representation or warranty as to the pledge or creation of any security interest, or the effects of perfection or non-perfection, the priority or the enforceability of a any pledge of or security interest in such intangible property are undertaken, 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 grantors thereunder in the U.S. Intellectual Property (as defined in the Security Agreement) to the fullest extent permitted by law, in each case subject to no Liens other than 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 perfect a Lien on registered trademarks, trademark applications and copyrights acquired by the grantors after the date hereof). (c) Each Mortgage executed and delivered as of the Closing Date is, or, to the extent any Mortgage such pledge, security interest, perfection or priority is duly executed and delivered thereafter by the relevant Credit Party, will be, effective to create, in favor of the Collateral Agent, for its benefit and the benefit of the Secured Parties, a legal, valid and enforceable first priority Lien on and security interest in all of the Credit 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 on Schedule 1.01(a) (or, in the case of any Mortgage executed and delivered after the date thereof in accordance with the provisions of Sections 5.11 and 5.12, when such Mortgage is filed in the offices specified in the local counsel opinion delivered with respect thereto in accordance with the provisions of Sections 5.11 and 5.12), the Mortgages shall constitute fully perfected Liens on, and security interests in, all right, title and interest of the Credit Parties in the Mortgaged Real Properties and the proceeds thereof, in each case prior and superior in right to any other person, other than Prior Liens. (d) Each Security Document (other than Mortgages) delivered pursuant to Section 5.11 and Section 5.12 will, upon execution and delivery thereof, be effective to create in favor of the Collateral Agent, for the ratable benefit of the Secured Parties, a legal, valid and enforceable Lien on all of the Credit Parties’ right, title and interest in and to the Collateral thereunder, and when such Security Document is filed or recorded in the appropriate offices as may be not required under applicable law, such Security Document will constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Credit Parties in such Security Agreement Collateral, in each case subject to no Liens other than the applicable Permitted Liensthis Agreement.

Security Documents. (a) The Security Pledge Agreement is effective to create in favor of the Collateral Administrative Agent, for the ratable benefit of the Secured Parties, a legal, valid and enforceable security interest in and Lien on the Security Agreement Collateral (as defined in the Pledge Agreement) and, when the Collateral is delivered to the Administrative Agent, the Pledge Agreement shall constitute a fully perfected first priority Lien on all right, title and interest of the pledgor thereunder in such Collateral to the extent such delivery is effective to perfect a Lien on such Collateral, in each case prior and superior in right to any other Person other than with respect to Liens expressly permitted by Section 6.02. (ib) 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 (as defined in the Security Agreement) in which a Lien may be perfected by filing a financing statement and, when financing statements and other filings in appropriate form are filed in the offices specified on Schedule 6 to the Perfection Certificate and (ii) the Credit Parties have complied with Section 3.03 of the Security AgreementCertificate, the Security Agreement shall constitute a fully perfected Lien on, and security interest in, on all right, title and interest of the grantors thereunder in such Collateral (other than (A) the Intellectual Property (as defined in the Security Agreement) and (B) 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 subject prior and superior in right to no Liens any other Person, other than Permitted Lienswith respect to Liens expressly permitted by Section 6.02. (bc) When the Security Agreement (including all schedules thereto) or a short-form thereof is filed in the United States Patent and Trademark Office and the United States Copyright Office in the manner prescribed by each office and all actions required under the laws of the state of organization of the relevant Credit Party with respect to the perfection of a security interest in such intangible property are undertakenOffice, the Collateral Agent, for the benefit of the Secured Parties, Security Agreement shall have constitute a fully perfected Lien on, and security interest in, on all right, title and interest of the grantors thereunder Loan Parties in the U.S. Intellectual Property (as defined in the Security Agreement) to in which a Lien may be perfected by filing, recording or registering a security agreement, financing statement or analogous document in the fullest extent permitted by lawUnited States Patent and Trademark Office or the United States Copyright Office, as applicable, in each case subject prior and superior in right to no Liens any other Person other than Permitted with respect to Liens expressly permitted by Section 6.02 (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 lien on registered trademarks, trademark applications and copyrights acquired by the grantors Loan Parties after the date hereof). (cd) Each Mortgage executed and delivered as of the Closing Date is, or, to the extent any Mortgage is duly executed and delivered thereafter by the relevant Credit Party, will be, The Mortgages are effective to create, subject to the exceptions listed in each title insurance policy covering such Mortgage, in favor of the Collateral Agent, for its benefit and the benefit of the Secured Parties, a legal, valid and enforceable first priority Lien on and security interest in all of the Credit 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 on Schedule 1.01(a) (or, in the case of any Mortgage executed and delivered after the date thereof in accordance with the provisions of Sections 5.11 and 5.12, when such Mortgage is filed in the offices specified in the local counsel opinion delivered with respect thereto in accordance with the provisions of Sections 5.11 and 5.12), the Mortgages shall constitute fully perfected Liens on, and security interests in, all right, title and interest of the Credit Parties in the Mortgaged Real Properties and the proceeds thereof, in each case prior and superior in right to any other person, other than Prior Liens. (d) Each Security Document (other than Mortgages) delivered pursuant to Section 5.11 and Section 5.12 will, upon execution and delivery thereof, be effective to create in favor of the Collateral Administrative Agent, for the ratable benefit of the Secured Parties, a legal, valid and enforceable Lien on all of the Credit Loan Parties’ ' right, title and interest in and to the Collateral thereunderMortgaged Properties thereunder and the proceeds thereof, and when such Security Document is the Mortgages are filed or recorded in the appropriate offices as may be required under applicable lawspecified on Schedule 3.16(d), such Security Document will the Mortgages shall constitute a fully perfected Lien on, and security interest in, on all right, title and interest of the Credit Loan Parties in such Security Agreement CollateralMortgaged Properties and the proceeds thereof, in each case subject prior and superior in right to no Liens any other person, other than with respect to the applicable Permitted Liensrights of Persons pursuant to Liens expressly permitted by Section 6.02. SECTION 3.17.

Security Documents. (a) The Pledge Agreement is effective to create 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 Pledge Agreement) and, when the Collateral is delivered to the Collateral Agent, the 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, in each case prior and superior in right to any other person. (b) The Security Agreement is effective to create in favor of the Collateral Agent, for the ratable benefit of the Secured Parties, a legal, valid and enforceable security interest in and Lien on the Collateral (as defined in the Security Agreement Collateral Agreement), to the extent that a security interest can be created in such property under the Uniform Commercial Code, and, when (ix) financing statements and other filings in appropriate form are were filed in the offices specified on Schedule 6 to the Perfection Certificate executed and (ii) delivered by the Credit Parties have complied with Section 3.03 of Borrower to the Collateral Agent on the Closing Date, the Security AgreementAgreement commenced to constitute, and when (y) "in lieu" continuation statements and amended and restated financing statements are filed in the offices specified on Schedule 3.19(b), the Security Agreement shall constitute continue to constitute, a fully perfected Lien on, and security interest in, all right, title and interest of the grantors thereunder in such Collateral (other than (A) as expressly set forth in the Security Agreement and the Intellectual Property (Property, as defined in the Security Agreement) and (B) such Collateral in which ), to the extent that a security interest cannot may be perfected by filing under the Uniform Commercial Code as in effect at the relevant time in the relevant jurisdiction)Code, in each case subject prior and superior in right to no Liens any other person, other than Permitted Lienswith respect to Liens expressly permitted by Section 6.02. (bc) When the Security Agreement (including all schedules theretoprior to the amendment and restatement thereof) or a short-form thereof is was filed in the United States Patent and Trademark Office and the United States Copyright Office and the filings in clause (x) of paragraph (b) were made, the manner prescribed by each office Security Agreement commenced to constitute, and all actions required under when the laws of the state of organization of the relevant Credit Party with respect to the perfection of a security interest Security Agreement is filed in such intangible property are undertakenOffices and the filings in clause (y) of paragraph (b) have been made, the Collateral AgentSecurity Agreement shall continue to constitute, 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 grantors thereunder in the U.S. Intellectual Property (as defined in the Security Agreement) to the fullest extent permitted by law), in each case subject prior and superior in right to no Liens any other than Permitted Liens 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 lien on registered trademarks, trademark applications and copyrights acquired by the grantors after the date hereof). (c) Each Mortgage executed and delivered as of the Closing Date is, or, subject to the extent any Mortgage is duly executed and delivered thereafter Liens permitted by the relevant Credit Party, will be, effective to create, in favor of the Collateral Agent, for its benefit and the benefit of the Secured Parties, a legal, valid and enforceable first priority Lien on and security interest in all of the Credit 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 on Schedule 1.01(a) (or, in the case of any Mortgage executed and delivered after the date thereof in accordance with the provisions of Sections 5.11 and 5.12, when such Mortgage is filed in the offices specified in the local counsel opinion delivered with respect thereto in accordance with the provisions of Sections 5.11 and 5.12), the Mortgages shall constitute fully perfected Liens on, and security interests in, all right, title and interest of the Credit Parties in the Mortgaged Real Properties and the proceeds thereof, in each case prior and superior in right to any other person, other than Prior LiensSection 6.02. (d) Each Security Document (other than Mortgages) delivered pursuant to Section 5.11 and Section 5.12 will, upon execution and delivery thereof, be The Mortgages are effective to create in favor of the Collateral Agent, for the ratable benefit of the Secured Parties, a legal, valid and enforceable Lien on all of the Credit Loan Parties’ ' right, title and interest in and to the Collateral thereunderMortgaged Property thereunder and the proceeds thereof, and when such Security Document is modifications thereto reflecting the extension of the Term Loans are filed or recorded in the appropriate offices as may be required under applicable lawspecified on Schedule 3.19(d), such Security Document will the Mortgages shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Credit Loan Parties in such Security Agreement CollateralMortgaged Property and the proceeds thereof, in each case subject prior and superior in right to no Liens any other person, other than with respect to the applicable Permitted Liensrights of persons pursuant to Liens expressly permitted by Section 6.02.

Security Documents. (a) The Subject to Legal Reservations, the Security Agreement is Documents are or in the case of each Security Document delivered pursuant to the Senior Secured Credit Facilities will, upon execution and deliver thereof, be effective to create in favor of the Collateral Agent, Agent for the benefit of the Secured PartiesParties (or in favor of the relevant Secured Parties directly, a as applicable), legal, valid and enforceable Liens on, and security interest in interests in, the Collateral described therein to the extent intended to be created thereby and Lien on the Security Agreement Collateral and, when (i) when financing statements and other filings in appropriate form are filed in the offices specified on Schedule 6 7 to the Perfection Certificate and registration achieved (if applicable), (ii) when all appropriate filings, recordings, endorsements, notarizations, stamping, registrations and/or notifications are made as required under applicable Law and (iii) upon the Credit Parties have complied taking of possession or control by the Collateral Agent of such Collateral with Section 3.03 of 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 Agreement Documents shall constitute a fully perfected Lien Liens on, and security interest ininterests in (to the extent intended to be created thereby), all right, title and interest of the grantors thereunder in such Collateral (other than (A) the Intellectual Property (as defined in the Security Agreement) and (B) 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)Collateral, in each case subject to no Liens other than Permitted LiensLiens permitted hereunder. (b) When the Security Agreement (including all schedules thereto) governed by U.S. Law or a short-short form thereof is properly filed in the United States Patent and Trademark Office and the United States Copyright Office in the manner prescribed by each office and all actions required under the laws of the state of organization of the relevant Credit Party with respect to the perfection of a security interest in such intangible property are undertakenOffice, the Collateral Agent, for the benefit of the Secured Parties, Liens created by such Security Agreement shall have a constitute fully perfected Lien Liens on, and security interest interests in, all right, title and interest of the grantors thereunder (to the extent intended to be created thereby) in the U.S. Intellectual Property (as defined in the Security Agreement) IP Rights to the fullest extent permitted that a security interest can be created under Article 9 of the UCC and can be perfected by lawthe filing of a financing statement in accordance therewith, except as the enforcement thereof may be limited by applicable bankruptcy, insolvency or similar laws affecting the enforcement of rights of creditors generally and except to the extent that enforcement of rights and remedies set forth therein may be limited by equitable principles (regardless of whether enforcement is considered in a court of law or a proceeding in equity), in each case subject to no Liens other than Permitted Liens permitted hereunder (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 patents and copyrights acquired by the grantors thereof after the date hereofClosing Date). (c) Each Mortgage executed and delivered as of the Closing Date is, or, Notwithstanding anything herein (including this Section 3.20) or in any other Loan Document to the extent contrary, no Loan Party makes any Mortgage is duly executed and delivered thereafter by representation or warranty as to the relevant Credit Partyeffects of perfection or non-perfection, will be, effective to create, in favor the priority or the enforceability of the Collateral Agent, for its benefit and the benefit any pledge of the Secured Parties, a legal, valid and enforceable first priority Lien on and or security interest in all of the Credit 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 on Schedule 1.01(a) (or, in the case of any Mortgage executed and delivered after the date thereof in accordance with the provisions of Sections 5.11 and 5.12, when such Mortgage is filed in the offices specified in the local counsel opinion delivered other than with respect thereto in accordance with the provisions of Sections 5.11 and 5.12), the Mortgages shall constitute fully perfected Liens on, to those pledges and security interests in, all right, title and interest made under the Laws of the Credit Parties in the Mortgaged Real Properties and the proceeds thereof, in each case prior and superior in right to any other person, other than Prior Liens. (d) Each Security Document (other than Mortgages) delivered pursuant to Section 5.11 and Section 5.12 will, upon execution and delivery thereof, be effective to create in favor jurisdiction of formation of the Collateral Agentapplicable Foreign Subsidiary) in any Equity Interests of any Foreign Subsidiary, for or as to the ratable benefit rights and remedies of the Secured PartiesAgents or any Lender with respect thereto, a legal, valid and enforceable Lien on all of the Credit Parties’ right, title and interest in and to the Collateral thereunder, and when such Security Document is filed or recorded in the appropriate offices as may be required under applicable law, such Security Document will constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Credit Parties in such Security Agreement Collateral, in each case subject to no Liens other than the applicable Permitted Liensforeign Law.

Security Documents. (a) The Security Agreement is effective to create in favor of the Collateral Administrative Agent, for the ratable benefit of the Secured Parties, a legal, valid and enforceable security interest in and Lien on the Security Agreement Collateral and, when (i) the pledged property constituting Collateral is delivered to the Administrative Agent, (ii) financing statements and other filings in appropriate form are filed in the offices of the secretary of state of the jurisdiction of organization of each Loan Party or such other office specified on Schedule 6 to by the Perfection Certificate Uniform Commercial Code and (iiiii) all other applicable filings under the Credit Parties have complied with Section 3.03 of Uniform Commercial Code or otherwise that are required or permitted under the Security AgreementLoan Documents are made, the Security Agreement shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the grantors thereunder in such the Collateral (other than (A) the Intellectual Property (as defined in the Security Agreement) and (B) such or any other Collateral in for 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 subject to no Liens other than Permitted Liens. (b) When the Security Agreement (including all schedules thereto) or a short-form thereof is filed in the United States Patent and Trademark Office and the United States Copyright Office in the manner prescribed by each office and all actions required under the laws of the state of organization of the relevant Credit Party with respect to the perfection of a security interest in such intangible property are undertaken, 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 grantors thereunder in the U.S. Intellectual Property (as defined in the Security Agreement) to the fullest extent permitted by law, in each case subject to no Liens other than 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 perfect a Lien on registered trademarks, trademark applications and copyrights acquired is not governed by the grantors after the date hereofUniform Commercial Code). (c) Each Mortgage executed and delivered as of the Closing Date is, or, to the extent any Mortgage is duly executed and delivered thereafter by the relevant Credit Party, will be, effective to create, in favor of the Collateral Agent, for its benefit and the benefit of the Secured Parties, a legal, valid and enforceable first priority Lien on and security interest in all of the Credit 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 on Schedule 1.01(a) (or, in the case of any Mortgage executed and delivered after the date thereof in accordance with the provisions of Sections 5.11 and 5.12, when such Mortgage is filed in the offices specified in the local counsel opinion delivered with respect thereto in accordance with the provisions of Sections 5.11 and 5.12), the Mortgages shall constitute fully perfected Liens on, and security interests in, all right, title and interest of the Credit Parties in the Mortgaged Real Properties and the proceeds thereof, in each case prior and superior in right to any other personPerson, other than Prior Lienswith respect to Liens expressly permitted by Section 7.02. (db) Each Security Document (other than Mortgages) delivered pursuant to Section 5.11 and Section 5.12 will, upon execution and delivery thereof, be effective to create in favor of the Collateral Agent, for the ratable benefit of the Secured Parties, a legal, valid and enforceable Lien on all of the Credit Parties’ right, title and interest in and Except to the Collateral thereunderextent that the recording of an assignment or other transfer of title to the Administrative Agent or the recording of other applicable documents in the United States Patent and Trademark Office, and when such Security Document is filed the United States Copyright Office or recorded the filing of financing statements in the appropriate form in the offices as of the secretary of state of the jurisdiction of organization of each Loan Party or such other office specified by the Uniform Commercial Code may be required under applicable lawnecessary for perfection, such the Security Document will Agreement shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Credit Parties Borrowers and the Subsidiaries in such Security Agreement Collateralthe Intellectual Property in which 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 subject to no Liens the extent permitted by applicable law prior and superior in right to any other Person, other than the applicable Permitted Lienswith respect to Liens expressly permitted by Section 7.02.

Security Documents. (a) The Security Agreement is effective to create in favor of the Collateral Agent, for the benefit of the Secured Parties, a legal, valid and enforceable security interest in and Lien on 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) the Credit Parties have complied with Section 3.03 of the Security Agreement, the Security Agreement shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the grantors thereunder in such Collateral (other than (A) the Intellectual Property (as defined in the Security Agreement) and (B) 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 subject to no Liens other than Permitted Liens. (b) When the Security Agreement (including all schedules thereto) or a short-form thereof is filed in the United States Patent and Trademark Office and the United States Copyright Office in the manner prescribed by each office and all actions required under the laws of the state of organization of the relevant Credit Party with respect to the perfection of a security interest in such intangible property are undertaken, 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 grantors thereunder in the U.S. Intellectual Property (as defined in the Security Agreement) to the fullest extent permitted by law, in each case subject to no Liens other than 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 perfect a Lien on registered trademarks, trademark applications and copyrights acquired by the grantors after the date hereof). (c) Each Mortgage executed and delivered as of the Closing Date is, or, to the extent any Mortgage is duly executed and delivered thereafter by the relevant Credit Party, will be, effective to create, in favor of the Collateral Agent, for its benefit and the benefit of the Secured Parties, a legal, valid and enforceable first priority Lien on and security interest in all of the Credit 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 on Schedule 1.01(a) (or, in the case of any Mortgage executed and delivered after the date thereof in accordance with the provisions of Sections 5.11 and 5.12, when such Mortgage is filed in the offices specified in the local counsel opinion delivered with respect thereto in accordance with the provisions of Sections 5.11 and 5.12), the Mortgages shall constitute fully perfected Liens on, and security interests in, all right, title and interest of the Credit Parties in the Mortgaged Real Properties and the proceeds thereof, in each case prior and superior in right to any other person, other than Prior Liens. (d) Each Security Document (other than Mortgages) delivered pursuant to Section 5.11 and Section 5.12 will, upon execution and delivery thereof, be effective to create in favor of the Collateral Agent, for the ratable benefit of the Secured Parties, a legal, valid and enforceable Lien on all of the Credit Parties’ ' right, title and interest in and to the Collateral thereunder, and when such Security Document is filed or recorded in the appropriate offices as may be required under applicable law, such Security Document will constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Credit Parties in such Security Agreement Collateral, in each case subject to no Liens other than the applicable Permitted Liens.

Security Documents. (a) The Pledge Agreement is effective to create 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 Pledge Agreement) and, when the Collateral is delivered to the Collateral Agent, the Pledge Agreement shall 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. (b) The Security Agreement is effective to create in favor of the Collateral Agent, for the ratable benefit of the Secured Parties, a legal, valid and enforceable security interest in and Lien on the Collateral (as defined in the Security Agreement Collateral Agreement) 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) the Credit Parties have complied with Section 3.03 of the Security AgreementCertificate, the Security Agreement shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the grantors thereunder in such Collateral (other than (A) the Intellectual Property (as defined in the Security Agreement) and (B) 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 subject prior and superior in right to no Liens any other Person, other than Permitted Lienswith respect to Liens expressly permitted by Section 6.02. (bc) When the Security Agreement (including all schedules thereto) or a short-form thereof is filed in the United States Patent and Trademark Office and the United States Copyright Office in the manner prescribed by each office and all actions required under the laws of the state of organization of the relevant Credit Party with respect to the perfection of a security interest in such intangible property are undertakenOffice, the Collateral Agent, for the benefit of the Secured Parties, Security Agreement shall have constitute a fully perfected Lien on, and security interest in, all right, title and interest of the grantors thereunder Loan Parties in the U.S. Intellectual Property (as defined in the Security Agreement) to in which a security interest may be perfected by filing, recording or registering a security agreement, financing statement or analogous document in the fullest extent permitted by lawUnited States Patent and Trademark Office or the United States Copyright Office, as applicable, in each case subject prior and superior in right to no Liens any other Person other than Permitted Liens expressly permitted by Section 6.02 (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 grantors Loan Parties after the date hereof). (c) Each Mortgage executed and delivered as of the Closing Date is, or, to the extent any Mortgage is duly executed and delivered thereafter by the relevant Credit Party, will be, effective to create, in favor of the Collateral Agent, for its benefit and the benefit of the Secured Parties, a legal, valid and enforceable first priority Lien on and security interest in all of the Credit 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 on Schedule 1.01(a) (or, in the case of any Mortgage executed and delivered after the date thereof in accordance with the provisions of Sections 5.11 and 5.12, when such Mortgage is filed in the offices specified in the local counsel opinion delivered with respect thereto in accordance with the provisions of Sections 5.11 and 5.12), the Mortgages shall constitute fully perfected Liens on, and security interests in, all right, title and interest of the Credit Parties in the Mortgaged Real Properties and the proceeds thereof, in each case prior and superior in right to any other person, other than Prior Liens. (d) Each Security Document (other than Mortgages) delivered pursuant to Section 5.11 and Section 5.12 will, upon execution and delivery thereof, be effective to create in favor of the Collateral Agent, for the ratable benefit of the Secured Parties, a legal, valid and enforceable Lien on all of the Credit Parties’ right, title and interest in and to the Collateral thereunder, and when such Security Document is filed or recorded in the appropriate offices as may be required under applicable law, such Security Document will constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Credit Parties in such Security Agreement Collateral, in each case subject to no Liens other than the applicable Permitted Liens.

Security Documents. (a) The Security Each Pledge Agreement is effective to ------------------ create 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 such Pledge Agreement) and, when the respective Collateral is delivered to the Agent, each Pledge Agreement will constitute a fully perfected first priority Lien on, and Lien on security interest in, all right, title and interest of the pledgors thereunder in such Collateral, in case prior and superior in right to any other person. (b) The Security Agreement is effective to create in favor of the Agent, for the ratable benefit of the Secured Parties, a legal, valid and enforceable first priority security interest in the Collateral and, when (i) financing statements and other filings in appropriate form are filed in the offices specified on Schedule 6 3.18 and when the Pledged Securities (as defined in the Security Agreement) are delivered to the Perfection Certificate and (ii) the Credit Parties have complied with Section 3.03 of Agent, the Security Agreement, the Security Agreement together with such financing statements, shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the grantors thereunder in such Collateral (other than (A) the Intellectual Property (as defined in the Security Agreement) and (B) such Collateral in which a security interest cannot can be perfected by (i) filing a financing statement under Article 9 of the Uniform Commercial Code as in effect at or (ii) delivering possession of a security under Article 8 of the relevant time in the relevant jurisdiction)Uniform Commercial Code, in each case subject prior and superior in right to no Liens any other person, other than Permitted Lienswith respect to Liens expressly permitted by Section 6.02. (bc) When the Assignment of Patents and Trademarks, substantially in the form of Exhibit A to the Security Agreement (including all schedules thereto) or a short-form thereof Agreement, is filed in the United States Patent and Trademark Office and the Assignment of Copyrights, substantially in the form of Exhibit B to the Security Agreement, is filed in the United States Copyright Office in the manner prescribed by each office and all actions required under the laws of the state of organization of the relevant Credit Party with respect to the perfection of a security interest in such intangible property are undertakenOffice, the Collateral AgentSecurity Agreement, for the benefit of the Secured Partiestogether with such filings, shall have constitute a fully perfected Lien on, and security interest in, all right, title and interest of the grantors thereunder in the U.S. Intellectual Property (as defined in of the Security Agreement) Parent, the Borrower and the Subsidiaries to the fullest extent permitted that security interests in such Intellectual Property can be perfected by lawfiling in such offices, in each case subject prior and superior in right to no Liens any other than Permitted Liens person (it being understood that subsequent recordings filings in the United States Patent and Trademark Office and the United States Copyright Office may be necessary to perfect a Lien lien on registered trademarks, trademark applications and copyrights Intellectual Property acquired by the grantors after the date hereof). (cd) Each Mortgage executed and delivered as of the Closing Date is, or, to the extent any Mortgage is duly executed and delivered thereafter by the relevant Credit Party, will be, effective to create, in favor of the Collateral Agent, for its benefit and the benefit of the Secured Parties, a legal, valid and enforceable first priority Lien on and security interest in all of the Credit 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 on Schedule 1.01(a) (or, in the case of any Mortgage executed and delivered after the date thereof in accordance with the provisions of Sections 5.11 and 5.12, when such Mortgage is filed in the offices specified in the local counsel opinion delivered with respect thereto in accordance with the provisions of Sections 5.11 and 5.12), the Mortgages shall constitute fully perfected Liens on, and security interests in, all right, title and interest of the Credit Parties in the Mortgaged Real Properties and the proceeds thereof, in each case prior and superior in right to any other person, other than Prior Liens. (d) Each Security Document (other than Mortgages) delivered pursuant to Section 5.11 and Section 5.12 will, upon execution and delivery thereof, be effective to create in favor of the Collateral Agent, for the ratable benefit of the Secured Parties, a legal, valid and enforceable Lien on all of the Credit Loan Parties’ ' right, title and interest in and to the Collateral thereunderMortgaged Property thereunder and the proceeds thereof, and when such Security Document Mortgage is filed or recorded in the appropriate offices as may be required under applicable lawspecified on Schedule 3.18(d), such Security Document will Mortgage shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Credit Loan Parties in such Security Agreement CollateralMortgaged 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 Section 6.02. (e) The Agent for the benefit of the Secured Parties will at all times have the Liens provided for in the Collateral Documents and, subject to no the filing by the Agent of continuation statements to the extent required by the Uniform Commercial Code, 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, except as priority may be affected by Liens expressly permitted by Section 6.02 and except for Collateral released in accordance with all applicable provisions of this Agreement and the Collateral Documents. 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 3.18. Except for the Intellectual Property filings referred to in paragraph (c) above, all such listed filings and recordings will have been made on or prior to the Closing Date. (f) By complying with Sections 4.01(e) and 4.02(x) of the Security Agreement and upon receipt by the Agent of acknowledgement copies of each Notice of Assignment, substantially in the form of Exhibit D-2 to the Security Agreement, as required under the Assignment of Claims Act of 1940, as amended (31 U.S.C. (S)3727, 41 U.S.C. (S)15(1988)), each Grantor (as defined in the Security Agreement) shall have assigned to the Agent all moneys due or to become due under each Government Contract (other than (i) those Government Contracts identified as completed on Schedule 13 to the applicable Permitted LiensSecurity Agreement and (ii) Government Contract 65-02F-0414D with the General Services Administration) with a total current or potential value exceeding $500,000 and entered into by such Grantor with any U.S. Federal Governmental Authority.

Security Documents. (a) The Security Agreement is effective to create in favor of the Collateral Agent, Agent for the benefit of the Secured Parties, a legal, valid and enforceable security interest in and Lien on interests in, the Security Agreement Collateral and, when (i) when financing statements (including fixture filings and transmitting utility filings, as applicable) and other filings in appropriate form are filed in the offices specified on Schedule 6 to in the Perfection Certificate (as updated in accordance with the terms hereof) and (ii) upon the Credit Parties have complied with Section 3.03 taking of possession or control by the Collateral Agent of the Security AgreementAgreement Collateral with respect to which a security interest may be perfected 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 each Security Document), the Liens created by the Security Agreement shall shall, to the extent such Liens can be perfected by the taking of such actions, constitute a fully perfected Lien on, and security interest interests in, all right, title and interest of the grantors thereunder in such Collateral (other than (A) the Intellectual Property (as defined in the Security Agreement) and (B) 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)Agreement Collateral, in each case subject to no Liens other than Permitted Liens. (b) When (i) the Security Agreement (including all schedules thereto) or a short-short form thereof is filed in the United States Patent and Trademark Office and the United States Copyright Office in the manner prescribed by each office and all actions required under the laws of the state of organization of the relevant Credit Party with respect to the perfection of a security interest in such intangible property are undertaken, the Collateral Agent, for the benefit of the Secured Parties, shall have a fully perfected Lien onOffice, and security interest in(ii) financing statements (including fixture filings and transmitting utility filings, all right, title as applicable) and interest of the grantors thereunder other filings in the U.S. Intellectual Property (as defined in the Security Agreement) to the fullest extent permitted by law, in each case subject to no Liens other than 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 perfect a Lien on registered trademarks, trademark applications and copyrights acquired by the grantors after the date hereof). (c) Each Mortgage executed and delivered as of the Closing Date is, or, to the extent any Mortgage is duly executed and delivered thereafter by the relevant Credit Party, will be, effective to create, in favor of the Collateral Agent, for its benefit and the benefit of the Secured Parties, a legal, valid and enforceable first priority Lien on and security interest in all of the Credit Parties’ right, title and interest in and to the Mortgaged Real Properties thereunder and the proceeds thereof, and when the Mortgages appropriate form are filed in the offices specified on Schedule 1.01(a) (or, in the case of any Mortgage executed and delivered after the date thereof in accordance with the provisions of Sections 5.11 and 5.12, when such Mortgage is filed in the offices specified in the local counsel opinion delivered with respect thereto Perfection Certificate (as updated in accordance with the provisions of Sections 5.11 and 5.12terms hereof), the Mortgages Liens created by such Security Agreement shall constitute in the United States fully perfected Liens on, and security interests in, all right, title and interest of the Credit Parties grantors thereunder in the Mortgaged Real Properties and the proceeds thereofIntellectual Property Collateral (as defined in such Security Agreement), in each case prior and superior in right to any other personcase, other than Prior Liens. (d) Each Security Document (other than Mortgages) delivered pursuant to Section 5.11 and Section 5.12 will, upon execution and delivery thereof, be effective to create in favor of the Collateral Agent, for the ratable benefit of the Secured Parties, a legal, valid and enforceable Lien on all of the Credit Parties’ right, title and interest in if and to the Collateral thereunder, and when such Security Document is filed or recorded in the appropriate offices as may be required under applicable law, such Security Document will constitute extent a fully perfected Lien on, and security interest in, all right, title and interest of the Credit Parties in such Security Agreement Collateral, in each case subject to no Liens other than the applicable Permitted LiensIntellectual Property Collateral can be perfected solely by such filings.

Security Documents. (a) The Security Agreement is effective to create in favor of the Collateral Agent, for the benefit of the Secured Parties, a legal, valid and enforceable security interest in and Lien on the Security Agreement Pledged Collateral and, when (i) financing statements and other filings in appropriate form are filed in the offices specified on Schedule 6 3.3 to the Perfection Certificate Security Agreement and (ii) the Credit Parties have complied with Section 3.03 of Securities Collateral (as defined in the Security Agreement) is delivered to the Collateral Agent, the Security Agreement shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the grantors thereunder in such Pledged Collateral (other than (A) the Intellectual Property (Property, as defined in the Security Agreement) and (B) 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 prior and superior in right to any other person, other than holders of Prior Liens and subject to no other Liens other than Permitted Liensexcept for Liens expressly permitted to exist on such Pledged Collateral by the terms of the Security Agreement. (b) When the Security Agreement (including all schedules thereto) or a short-form thereof is filed in the United States Patent and Trademark Office and the United States Copyright Office in the manner prescribed by each office and all actions required under the laws of the state of organization of the relevant Credit Party with respect to the perfection of a security interest in such intangible property are undertakenOffice, the Collateral Agent, for the benefit of the Secured Parties, Security Agreement shall have constitute a fully perfected Lien on, and security interest in, all right, title and interest of the grantors thereunder in the U.S. Intellectual Property Collateral (as defined in the Security Agreement) to the fullest extent permitted by law), in each case subject prior and superior in right to no Liens any other than Permitted Liens 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 lien on registered trademarks, trademark applications and copyrights acquired by the grantors after the date hereof), other than holders of Prior Liens and subject to no other Liens except for Liens expressly permitted to exist on such Pledged Collateral by the terms of the Security Agreement. (c) Each Mortgage executed and delivered as of the Closing Date is, or, to the extent any Mortgage is duly executed and delivered thereafter by the relevant Credit Party, will be, The Mortgages are effective to create, create in favor of the Collateral Agent, for its benefit and the benefit of the Secured Parties, a legal, valid and enforceable first priority Lien on on, and security interest in in, all of the Credit Loan Parties’ ' right, title and interest in and to the Mortgaged Real Properties thereunder and the proceeds thereofProperty thereunder, and when the Mortgages are filed in the offices specified on Schedule 1.01(a) (or, in the case of any Mortgage executed and delivered after the date thereof in accordance with the provisions of Sections 5.11 and 5.12, when such Mortgage is filed in the offices specified in the local counsel opinion delivered with respect thereto in accordance with the provisions of Sections 5.11 and 5.12), the Mortgages shall constitute fully perfected Liens on, and security interests in, all right, title and interest of the Credit Parties in the Mortgaged Real Properties and the proceeds thereof, in each case prior and superior in right to any other person, other than Prior Liens. (d) Each Security Document (other than Mortgages) delivered pursuant to Section 5.11 and Section 5.12 will, upon execution and delivery thereof, be effective to create in favor of the Collateral Agent, for the ratable benefit of the Secured Parties, a legal, valid and enforceable Lien on all of the Credit Parties’ right, title and interest in and to the Collateral thereunder, and when such Security Document is filed or recorded in the appropriate offices as may be required under applicable law, such Security Document will constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Credit Parties in such Security Agreement Collateral, in each case subject to no Liens other than the applicable Permitted Liens.3.19

Security Documents. (a) The Security Agreement is effective to create in favor of the Collateral Agent, Administrative Agent for the benefit of the Secured Parties, a legal, valid and enforceable security interest in and Lien on 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 the Administrative Agent (or, prior to the payment in full of the Revolving Credit Parties have complied with Section 3.03 Indebtedness and the termination of the Revolving Credit Documents, possession or control by the Revolving Credit Agent to the extent that the Revolving Credit Agent is acting as agent for the Collateral Agent for purposes of possession or control of Collateral pursuant to the Intercreditor Agreement) 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 extent possession or control by the Administrative Agent is required by the 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 such the Security Agreement Collateral (other than (A) the Intellectual Property (as defined in the such Security Agreement) and (B) such Agreement Collateral in which a security interest cannot be perfected under the Uniform Commercial Code UCC as in effect at the relevant time in the relevant jurisdiction), in each case subject to no Liens other than Permitted Liens. (b) When To the extent that the federal trademark laws of the United States are applicable to security interests in trademarks, the proper filing and recordation of the Security Agreement (including all schedules thereto) or a short-short form thereof is filed in the United States Patent and Trademark Office against all U.S. registered trademarks and the United States Copyright Office in the manner prescribed by each office and all actions required under the laws trademark applications (other than intent-to-use trademark applications) set forth on Schedule 3.19(b) (“Trademarks”) within three (3) months of the state date of organization of execution thereof will render the relevant Credit Party with respect to the perfection of a Administrative Agent’s Lien on, and security interest in such intangible property are undertaken, the Collateral Agentin, for the benefit of the Secured Parties, shall have a fully perfected Lien on, and security interest in, all right, the applicable Loan Party’s right title and interest in such Trademarks fully perfected and effective against subsequent purchasers of the grantors thereunder in the U.S. Intellectual Property (as defined in the Security Agreement) to the fullest extent permitted by lawsuch Trademarks, in each case subject to no Liens other than Permitted Liens Liens. (it being understood c) To the extent that subsequent recordings the federal patent laws of the United States are applicable to security interests in patents, the proper filing and recording of the Security Agreement or a short form thereof at the United States Patent and Trademark Office against the U.S. patents and patent applications set forth on Schedule 3.19(c) (“Patents”) within three (3) months of the date of execution thereof will render the Administrative Agent’s Lien on, and security interest in, for the benefit of the Secured Parties, the applicable Loan Party’s right, title and interest in such Patents fully perfected and effective against subsequent purchasers of such Patents, in each case subject to no Liens other than Permitted Liens. (d) To the extent that the federal copyright laws of the United States are applicable to security interests in copyrights, the proper filing and recording of the Security Agreement or a short form thereof at the United States Copyright Office may be necessary to perfect a Lien against the U.S. registered copyrights set forth on registered trademarks, trademark applications and copyrights acquired by the grantors after Schedule 3.19(d) (“Copyrights”) within one (1) month of the date hereof)of execution thereof will render the Administrative Agent’s Lien on, and security interest in, for the benefit of the Secured Parties, the applicable Loan Party’s right, title and interest in such Copyrights fully perfected and effective against subsequent transferees of such Copyrights, in each case subject to no Liens other than Permitted Liens. (ce) Each Mortgage executed and delivered as of or prior to the Closing Date is, or, to the extent any Mortgage is duly executed and delivered thereafter by the relevant Credit Loan Party, will be, effective to create, in favor of the Collateral Administrative Agent, for its benefit and the benefit of the Secured Parties, a legal, valid and enforceable first priority Lien on and security interest in all of the Credit 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 on Schedule 1.01(a) ), (or, in the case of any Mortgage executed and delivered after the date thereof in accordance with the provisions of Sections 5.11 and 5.12, when such Mortgage is filed in the offices specified in the local counsel opinion delivered with respect thereto in accordance with the provisions of Sections 5.11 and 5.12), ) the Mortgages shall constitute fully perfected Liens on, and security interests in, all right, title and interest of the Credit Loan Parties in the Mortgaged Real Properties and the proceeds thereof, in each case prior and superior in right to any other personPerson, other than Prior LiensLiens reasonably acceptable to Administrative Agent. (df) Each Security Document (other than Mortgages) delivered pursuant to Section Sections 5.11 and Section 5.12 will, upon execution and delivery thereof, be effective to create in favor of the Collateral Administrative Agent, for the ratable benefit of the Secured Parties, a legal, valid and enforceable security interest in and Lien on all of the Credit Loan Parties’ right, title and interest in and to the Collateral thereunder, and when such Security Document is filed all appropriate filings or recorded recordings are made in the appropriate offices as may be required under applicable law, such Security Document will constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Credit Loan Parties in such Security Agreement Collateral, in each case subject to no Liens other than the applicable Permitted Liens.

Security Documents. (a) The Security Agreement is effective to create in favor of the Collateral Agent, Agent for the benefit of the Secured Parties, a legal, valid and enforceable security interest in and Lien on the Security Agreement Collateral and, when (i) financing statements and other filings in appropriate form are filed in the offices specified on Schedule 6 7 to the Perfection Certificate and (ii) upon the Credit Parties have complied with Section 3.03 taking of possession or control by the Collateral 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 Collateral Agent to the extent possession or control by the Collateral 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 such the Security Agreement Collateral (other than (A) the Intellectual Property Collateral (as defined in the Security Agreement) and (B) such Security Agreement Collateral in which a security interest cannot be perfected under the Uniform Commercial Code UCC as in effect at the relevant time in the relevant jurisdiction), in each case subject to no Liens other than Permitted Liens. (b) When the Security Agreement (including all schedules thereto) or a short-short form thereof is filed in the United States Patent and Trademark Office and the United States Copyright Office in the manner prescribed by each office and all actions required under the laws of the state of organization of the relevant Credit Party with respect to the perfection of a security interest in such intangible property are undertakenOffice, the Collateral Agent, for the benefit of the Secured Parties, Lien created by such Security Agreement shall have constitute a fully perfected Lien on, and security interest in, all right, title and interest of the grantors thereunder in the U.S. Intellectual Property Collateral (as defined in the such Security Agreement) to the fullest extent permitted by law), in each case subject to no Liens other than 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 perfect a Lien on registered trademarks, trademark applications and copyrights acquired by the grantors after the date hereof)Liens. (c) Each Mortgage executed and delivered as of the Closing Date Date, if any, is, or, to the extent any Mortgage is duly executed and delivered thereafter by the relevant Credit Loan Party, will be, effective to create, in favor of the Collateral Agent, for its benefit and the benefit of the Secured Parties, a legal, valid and enforceable first priority Lien on and security interest in all of the Credit 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 on Schedule 1.01(a) (or, in the case of any Mortgage executed and delivered after the date thereof in accordance with the provisions of Sections 5.11 and 5.12, when such Mortgage is filed in the offices specified in the local counsel opinion delivered with respect thereto in accordance with the provisions of Sections 5.11 and 5.12), the Mortgages shall constitute fully perfected Liens on, and security interests in, all right, title and interest of the Credit 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 Prior LiensLiens reasonably acceptable to Administrative Agent. (d) Each Security Document (other than Mortgages) delivered pursuant to Section Sections 5.11 and Section 5.12 will, upon execution and delivery thereof, be effective to create in favor of the Collateral Agent, for the ratable benefit of the Secured Parties, a legal, valid and enforceable security interest in and Lien on all of the Credit Loan Parties’ ' right, title and interest in and to the Collateral thereunder, and when such Security Document is filed all appropriate filings or recorded recordings are made in the appropriate offices as may be required under applicable law, such Security Document will constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Credit Loan Parties in such Security Agreement Collateral, in each case subject to no Liens other than the applicable Permitted Liens.

Security Documents. (a) The Security Agreement is effective to create in favor of the Collateral Agent, Administrative Agent for the benefit of the Secured Parties, a legal, valid and enforceable security interest in and Lien on 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 Credit Parties have complied with Section 3.03 taking of 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 the 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 such the Security Agreement Collateral (other than (A) the Intellectual Property (as defined in the such Security Agreement) and (B) such Agreement Collateral in which a security interest cannot be perfected under the Uniform Commercial Code UCC as in effect at the relevant time in the relevant jurisdiction), in each case subject to no Liens other than Permitted Liens. (b) When To the extent that the federal trademark laws of the United States are applicable to security interests in trademarks, the proper filing and recordation of the Security Agreement (including all schedules thereto) or a short-short form thereof is filed in the United States Patent and Trademark Office against all U.S. registered trademarks and the United States Copyright Office in the manner prescribed by each office and all actions required under the laws trademark applications (other than intent-to-use trademark applications) set forth on Schedule 3.19(b) (“Trademarks”) within three (3) months of the state date of organization of execution thereof will render the relevant Credit Party with respect to the perfection of a Administrative Agent’s Lien on, and security interest in such intangible property are undertaken, the Collateral Agentin, for the benefit of the Secured Parties, shall have a fully perfected Lien on, and security interest in, all right, the applicable Loan Party’s right title and interest in such Trademarks fully perfected and effective against subsequent purchasers of the grantors thereunder in the U.S. Intellectual Property (as defined in the Security Agreement) to the fullest extent permitted by lawsuch Trademarks, in each case subject to no Liens other than 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 perfect a Lien on registered trademarks, trademark applications and copyrights acquired by the grantors after the date hereof). (c) Each Mortgage executed and delivered as of the Closing Date is, or, to the extent any Mortgage is duly executed and delivered thereafter by the relevant Credit Party, will be, effective to create, in favor of the Collateral Agent, for its benefit and the benefit of the Secured Parties, a legal, valid and enforceable first priority Lien on and security interest in all of the Credit 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 on Schedule 1.01(a) (or, in the case of any Mortgage executed and delivered after the date thereof in accordance with the provisions of Sections 5.11 and 5.12, when such Mortgage is filed in the offices specified in the local counsel opinion delivered with respect thereto in accordance with the provisions of Sections 5.11 and 5.12), the Mortgages shall constitute fully perfected Liens on, and security interests in, all right, title and interest of the Credit Parties in the Mortgaged Real Properties and the proceeds thereof, in each case prior and superior in right to any other person, other than Prior Liens. (d) Each Security Document (other than Mortgages) delivered pursuant to Section 5.11 and Section 5.12 will, upon execution and delivery thereof, be effective to create in favor of the Collateral Agent, for the ratable benefit of the Secured Parties, a legal, valid and enforceable Lien on all of the Credit Parties’ right, title and interest in and to the Collateral thereunder, and when such Security Document is filed or recorded in the appropriate offices as may be required under applicable law, such Security Document will constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Credit Parties in such Security Agreement Collateral, in each case subject to no Liens other than the applicable Permitted Liens.

Security Documents. (a) The Security Agreement is effective to create created in favor of the Collateral AgentLender, for the benefit of the Secured Parties, a legal, valid and enforceable (subject to bankruptcy, insolvency, reorganization, moratorium or similar Laws affecting creditors’ rights generally or general equitable principles (regardless of whether enforcement is sought in equity or at Law)) Liens on, and security interest in and Lien on interests in, the Security Agreement Collateral and, when as a result of (ix) the filing of the financing statements and other filings in appropriate form are filed in on the offices specified on Schedule 6 to the Perfection Certificate Closing Date and (iiy) the Credit Parties have complied with Section 3.03 taking of possession or control by Lender of the Security Agreement, the Security Agreement shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the grantors thereunder in such Collateral (other than (A) the Intellectual Property (as defined in the Security Agreement) and (B) such Collateral in with respect to which a security interest cannot may be perfected under only by possession or control (which possession or control shall be given to Lender to the Uniform Commercial Code as in effect at extent possession or control by Lender is required by the relevant time in the relevant jurisdictionSecurity Agreement), in each case subject to no the Liens other than Permitted Liens. (b) When created by the Security Agreement (including all schedules thereto) or a short-form thereof is filed in the United States Patent and Trademark Office and the United States Copyright Office in the manner prescribed by each office and all actions required under the laws of the state of organization of the relevant Credit Party with respect continue to the perfection of a security interest in such intangible property are undertaken, 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 grantors thereunder in the U.S. Intellectual Property (as defined in the Security Agreement) to the fullest extent permitted by law, in each case subject to no Liens other than 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 perfect a Lien on registered trademarks, trademark applications and copyrights acquired by the grantors after the date hereof). (c) Each Mortgage executed and delivered as of the Closing Date is, or, to the extent any Mortgage is duly executed and delivered thereafter by the relevant Credit Party, will be, effective to create, in favor of the Collateral Agent, for its benefit and the benefit of the Secured Parties, a legal, valid and enforceable first priority Lien on and security interest in all of the Credit 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 on Schedule 1.01(a) (or, in the case of any Mortgage executed and delivered after the date thereof in accordance with the provisions of Sections 5.11 and 5.12, when such Mortgage is filed in the offices specified in the local counsel opinion delivered with respect thereto in accordance with the provisions of Sections 5.11 and 5.12), the Mortgages shall constitute fully perfected Liens on, and security interests in, all right, title and interest of the Credit Parties Guarantors thereunder in the Mortgaged Real Properties and Collateral, to the proceeds thereofextent a security interest in the Collateral can be perfected by the making of such filings or the taking of possession or control, in each case prior and superior in right subject to any other person, no Liens other than Prior Permitted Liens. (db) Each Security Document (other than Mortgages) delivered pursuant to Section 5.11 and Section 5.12 will, upon execution and delivery thereof, be effective to create in favor As a result of the Collateral Agent, for filing of financing statements in appropriate form on the ratable benefit Closing Date and the filing of the Secured Parties, a legal, valid and enforceable Lien on all of the Credit Parties’ right, title and interest in and to the Collateral thereunder, and when such Security Document is filed or recorded short form security agreements in the appropriate offices as may be required under applicable lawUnited States Patent and Trademark Office and the United States Copyright Office on the Closing Date, such the Liens created by the Security Document will Agreement continue to constitute a fully perfected Lien Liens on, and security interest interests in, all right, title and interest of the Credit Parties grantors thereunder in the Patents and Trademarks (as such term are defined in the Security Agreement CollateralAgreement) registered or applied for with the United States Patent and Trademark Office or Copyrights (as such term is defined in the Security Agreement) registered or applied for with the United States Copyright Office, as the case may be, in each case subject to no Liens other than the applicable Permitted Liens. [*****] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.

Security Documents. (a) The Security Agreement Agreement, upon execution and delivery thereof by the parties thereto, is effective to create in favor of the Collateral Agent, Agent for the benefit of the Secured Parties, a legal, valid and enforceable (except as such enforceability may be subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors’ rights generally, regardless of whether considered in a proceeding in equity or at law) Liens on, and security interest in and Lien on interests in, the Security Agreement Collateral to the extent that the granting of such Lien can be done through authenticating a security agreement under Article 9 of the UCC and, when (i) financing statements and other filings in appropriate form are filed in the offices specified on Schedule 6 to of the Perfection Certificate and (ii) upon the Credit Parties have complied with Section 3.03 taking of possession or control by the Agent of the Security AgreementAgreement 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 Agent to the extent possession or control by the Agent is required by each Security Document), the Liens created by the Security Agreement shall constitute a fully perfected Lien First Priority Liens on, and security interest interests in, all right, title and interest of the grantors thereunder in such Collateral (other than (A) the Intellectual Property (as defined in the Security Agreement) and (B) such Agreement Collateral in which a security interest cannot Lien may be perfected under by the filing of a Uniform Commercial Code as in effect at the relevant time financing statement in the relevant jurisdiction)appropriate jurisdiction or the Agent taking possession or control, as appropriate, of such Collateral, in each case subject to no Liens other than Permitted Liens. (b) When (i) the Security Agreement (including all schedules thereto) or a short-short form thereof is filed in the United States Patent and Trademark Office and the United States Copyright Office Office, respectively, and (ii) financing statements in appropriate form are filed in the manner prescribed by each office and all actions required under the laws offices specified on Schedule 6 of the state of organization of the relevant Credit Party with respect to the perfection of a security interest in such intangible property are undertakenPerfection Certificate, the Collateral Agent, for the benefit of the Secured Parties, Liens created by such Security Agreement shall have a constitute fully perfected Lien First Priority Liens on, and security interest interests in, all right, title and interest of the grantors thereunder in the U.S. Intellectual Property Collateral (as defined in the such Security Agreement) to the fullest extent permitted by law), in each case subject to no Liens other than 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 perfect a Lien on registered trademarkstrademarks and patents, trademark and patent applications and registered copyrights acquired by the grantors Loan Parties after the date hereof). (c) Each Mortgage executed and delivered as after the date hereof in accordance with the provisions of the Closing Date isSections 5.10 and 5.11, or, to the extent any Mortgage is duly executed and delivered thereafter by the relevant Credit Party, will be, effective to create, in favor of the Collateral Agent, for its benefit and the benefit of the Secured Parties, a legal, valid and enforceable first priority Lien on (except as such enforceability may be subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors’ rights generally, regardless of whether considered in a proceeding in equity or at law) First Priority Liens on, and security interest in interests in, all of the Credit 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 on Schedule 1.01(a) (orsubject only to Permitted Liens, in the case of any Mortgage executed and delivered after the date thereof in accordance with the provisions of Sections 5.11 and 5.12and, when such Mortgage is filed in the offices specified in the local counsel opinion delivered with respect thereto in accordance with the provisions of Sections 5.11 5.10 and 5.12)5.11, the Mortgages shall constitute fully perfected Liens on, and security interests in, all right, title and interest of the Credit 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 Prior Permitted Liens. (d) Each Security Document (other than Mortgages) delivered pursuant to Section Sections 5.10, 5.11 and Section 5.12 5.14 will, upon execution and delivery thereof, be effective to create in favor of the Collateral Agent, for the ratable benefit of the Secured Parties, a legal, valid and enforceable Lien on (except as such enforceability may be subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors’ rights generally, regardless of whether considered in a proceeding in equity or at law) Liens on, and security interests in, all of the Credit Loan Parties’ right, title and interest in and to the Collateral thereunder, and (i) when such Security Document is filed all appropriate filings or recorded recordings are made in the appropriate offices as may be required under applicable lawLegal Requirements and (ii) upon the taking of possession or control by the Agent of such Collateral with respect to which a security interest may be perfected only by possession or control (which such possession or control shall be given to the Agent to the extent required by any Security Document), the Liens in favor of the Agent created under such Security Document will constitute valid, enforceable (except as such enforceability may be subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors’ rights generally, regardless of whether considered in a proceeding in equity or at law) and fully perfected Lien First Priority Liens on, and security interest interests in, all right, title and interest of the Credit Loan Parties in such Security Agreement Collateral, in each case subject to no Liens other than the applicable Permitted Liens.

Security Documents. (a) The Prior to the Release Date, the First Amended and Restated Pledge Agreement is effective to create 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 Pledge Agreement) and, when the Collateral is delivered to the Collateral Agent, the First Amended and Restated 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, in each case prior and superior in right to any other person. (b) Prior to the Release Date, the First Amended and Restated Security Agreement is effective to create in favor of the Collateral Agent, for the ratable benefit of the Secured Parties, a legal, valid and enforceable security interest in and Lien on the Collateral (as defined in the Security Agreement Collateral Agreement) 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) the Credit Parties have complied with Section 3.03 of the Security AgreementCertificate, the First Amended and Restated Security Agreement shall 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 such filing can perfect a security interest (other than (A) the Intellectual Property (Property, as defined in the First Amended and Restated Security Agreement) and (B) 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 subject prior and superior in right to no Liens any other person, other than Permitted Lienswith respect to Liens expressly permitted by Section 6.02. (bc) When the First Amended and Restated Security Agreement (including all schedules thereto) or a short-form thereof is filed in the United States Patent and Trademark Office and the United States Copyright Office in the manner prescribed by each office and all actions required under the laws of the state of organization of the relevant Credit Party with respect Office, prior to the perfection of a security interest in such intangible property are undertakenRelease Date, the Collateral Agent, for the benefit of the Secured Parties, First Amended and Restated Security Agreement shall have constitute a fully perfected Lien on, and security interest in, all right, title and interest of the grantors thereunder in the U.S. Intellectual Property (as defined in the First Amended and Restated Security Agreement) to the fullest extent permitted by law), in each case subject prior and superior in right to no Liens any other than Permitted Liens 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 lien on registered trademarks, trademark applications and copyrights acquired by the grantors after the date hereof). (cd) Each Mortgage executed and delivered as of the Closing Date is, or, Prior to the extent any Mortgage is duly executed and delivered thereafter by the relevant Credit PartyRelease Date, will be, effective to create, in favor of the Collateral Agent, for its benefit and the benefit of the Secured Parties, a legal, valid and enforceable first priority Lien on and security interest in all of the Credit 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 on Schedule 1.01(a) (or, in the case of any Mortgage executed and delivered after the date thereof in accordance with the provisions of Sections 5.11 and 5.12, when such Mortgage is filed in the offices specified in the local counsel opinion delivered with respect thereto in accordance with the provisions of Sections 5.11 and 5.12), the Mortgages shall constitute fully perfected Liens on, and security interests in, all right, title and interest of the Credit Parties in the Mortgaged Real Properties and the proceeds thereof, in each case prior and superior in right to any other person, other than Prior Liens. (d) Each Security Document (other than Mortgages) delivered pursuant to Section 5.11 and Section 5.12 will, upon execution and delivery thereof, be effective to create in favor of the Collateral Agent, for the ratable benefit of the Secured Parties, a legal, valid and enforceable Lien on all of the Credit Loan Parties’ ' right, title and interest in and to the Collateral thereunderMortgaged Property thereunder and the proceeds thereof, and when such Security Document is the Mortgages are filed or recorded in the appropriate offices as may be required under applicable law, such Security Document will constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Credit Parties in such Security Agreement Collateral, in each case subject to no Liens other than the applicable Permitted Liens.specified on Schedule 3.19

Security Documents. (a) The Pledge Agreement is effective to create 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 Pledge Agreement) and, when such Collateral is delivered to the Collateral Agent, the Pledge Agreement shall 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. (b) The Security Agreement is effective to create in favor of the Collateral Agent, for the ratable benefit of the Secured Parties, a legal, valid and enforceable security interest in and Lien on the Collateral (as defined in the Security Agreement Collateral Agreement) 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) the Credit Parties have complied with Section 3.03 of the Security AgreementCertificate, the Security Agreement shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the grantors thereunder in such Collateral (other than (A) Collateral, to the Intellectual Property (as defined in the Security Agreement) and (B) such Collateral in which extent that a security interest cannot can be perfected under 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 as or other applicable law in effect at the relevant time in the relevant such jurisdiction), in each case subject prior and superior in right to no Liens any other Person, other than Permitted Lienswith respect to Liens expressly permitted by Section 6.02. (bc) When the Security Agreement (including all schedules thereto) or a short-form thereof is filed in the United States Patent and Trademark Office and the United States Copyright Office in the manner prescribed by each office and all actions required under the laws of the state of organization of the relevant Credit Party with respect to the perfection of a security interest in such intangible property are undertakenOffice, the Collateral Agent, for the benefit of the Secured Parties, Security Agreement shall have constitute a fully perfected Lien on, and security interest in, all right, title and interest of the grantors thereunder Loan Parties in the U.S. Intellectual Property (as defined in the Security Agreement) to in which a security interest may be perfected by filing, recording or registering a security agreement, financing statement or analogous document in the fullest extent permitted by lawUnited States Patent and Trademark Office or the United States Copyright Office, as applicable, in each case subject prior and superior in right to no Liens any other Person other than Permitted Liens expressly permitted by Section 6.02 (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 grantors Loan Parties after the date hereof). (c) Each Mortgage executed and delivered as of the Closing Date is, or, to the extent any Mortgage is duly executed and delivered thereafter by the relevant Credit Party, will be, effective to create, in favor of the Collateral Agent, for its benefit and the benefit of the Secured Parties, a legal, valid and enforceable first priority Lien on and security interest in all of the Credit 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 on Schedule 1.01(a) (or, in the case of any Mortgage executed and delivered after the date thereof in accordance with the provisions of Sections 5.11 and 5.12, when such Mortgage is filed in the offices specified in the local counsel opinion delivered with respect thereto in accordance with the provisions of Sections 5.11 and 5.12), the Mortgages shall constitute fully perfected Liens on, and security interests in, all right, title and interest of the Credit Parties in the Mortgaged Real Properties and the proceeds thereof, in each case prior and superior in right to any other person, other than Prior Liens. (d) Each Security Document (other than Mortgages) delivered pursuant to Section 5.11 and Section 5.12 will, upon execution and delivery thereof, be effective to create in favor of the Collateral Agent, for the ratable benefit of the Secured Parties, a legal, valid and enforceable Lien on all of the Credit Parties’ right, title and interest in and to the Collateral thereunder, and when such Security Document is filed or recorded in the appropriate offices as may be required under applicable law, such Security Document will constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Credit Parties in such Security Agreement Collateral, in each case subject to no Liens other than the applicable Permitted Liens.

Security Documents. (a) The Security Agreement is effective to create in favor of the Collateral Agent, for the ratable benefit of the Secured Parties, a legal, valid and enforceable security interest in and Lien on the Collateral (as defined in the Security Agreement Collateral Agreement) 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) the Credit Parties have complied with Section 3.03 of the Security AgreementCertificate, the Security Agreement shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the grantors thereunder in such Collateral (other than (A) the Intellectual Property (Property, as defined in the Security Agreement) and (B) 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 subject prior and superior in right to no Liens any other person, other than Permitted Lienswith respect to Liens expressly permitted by Section 6.02. (b) When the Security Agreement (including all schedules thereto) or a short-form thereof is filed in the United States Patent and Trademark Office and the United States Copyright Office in the manner prescribed by each office and all actions required under the laws of the state of organization of the relevant Credit Party with respect to the perfection of a security interest in such intangible property are undertakenOffice, the Collateral Agent, for the benefit of the Secured Parties, Security Agreement shall have constitute a fully perfected Lien on, and security interest in, all right, title and interest of the grantors thereunder in the U.S. Intellectual Property (as defined in the Security Agreement) to the fullest extent permitted by law), in each case subject prior and superior in right to no Liens any other than Permitted Liens 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 lien on registered trademarks, trademark applications and copyrights acquired by the grantors after the date hereof). (c) Each Mortgage executed and delivered as of the Closing Date is, or, to the extent any Mortgage is duly executed and delivered thereafter by the relevant Credit Party, will be, effective to create, in favor of the Collateral Agent, for its benefit and the benefit of the Secured Parties, a legal, valid and enforceable first priority Lien on and security interest in all of the Credit Parties’ right, title and interest in and to the Mortgaged Real Properties thereunder and the proceeds thereof, and when the The Mortgages are filed in the offices specified on Schedule 1.01(a) (or, in the case of any Mortgage executed and delivered after the date thereof in accordance with the provisions of Sections 5.11 and 5.12, when such Mortgage is filed in the offices specified in the local counsel opinion delivered with respect thereto in accordance with the provisions of Sections 5.11 and 5.12), the Mortgages shall constitute fully perfected Liens on, and security interests in, all right, title and interest of the Credit Parties in the Mortgaged Real Properties and the proceeds thereof, in each case prior and superior in right to any other person, other than Prior Liens. (d) Each Security Document (other than Mortgages) delivered pursuant to Section 5.11 and Section 5.12 will, upon execution and delivery thereof, be effective to create in favor of the Collateral Agent, for the ratable benefit of the Secured Parties, a legal, valid and enforceable Lien on all of the Credit Loan Parties’ ' right, title and interest in and to the Collateral thereunderMortgaged Property thereunder and the proceeds thereof, and when such Security Document is the Mortgages are filed or recorded in the appropriate offices as may be required under applicable law, such Security Document will constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Credit Parties in such Security Agreement Collateral, in each case subject to no Liens other than the applicable Permitted Liens.specified on Schedule 3.19

Security Documents. (a) The Security Agreement is effective to Documents create in favor of valid security interests in, and Liens on, the Collateral Agentpurported to be covered thereby, for which security interests and Liens will be, subject to the benefit of the Secured Partiessentence below, a legalperfected, with respect to personal property, and valid and enforceable security interest in and Lien on the Security Agreement Collateral andenforceable, when (i) financing statements and other filings in appropriate form are filed in the offices specified on Schedule 6 with respect to the Perfection Certificate and (ii) the Credit Parties have complied with Section 3.03 of the Security Agreement, the Security Agreement shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the grantors thereunder in such Collateral (other than (A) the Intellectual Property (as defined in the Security Agreement) and (B) 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)Real Property, in each case subject prior to no all other Liens other than Permitted Liens. . Perfection of the Liens described in the foregoing sentence may be subject to one or more of the following: (bi) When the Security Agreement filing or recording of Uniform Commercial Code financing statements, (including all schedules theretoii) or a short-form thereof is filed in the filing of appropriate notices with the United States Patent and Trademark Office and the United States Copyright Office Office, (iii) obtaining control (to the extent required under Section 4(a) of the Pledge and Security Agreement), (iv) such actions as may be required by applicable foreign Laws affecting the pledge of the Pledged Equity of Foreign Subsidiaries and (v) the filing of Mortgages. Except for consents, authorizations, filings or other actions which have been obtained or made, no consent or authorization of, filing with, or other act by or in respect of, any arbitrator or Governmental Authority and no consent of any other Person (including, without limitation, any stockholder, member or creditor of such Obligor), is required for (A) the grant by such Obligor of the security interest in the manner prescribed Collateral granted hereby or for the execution, delivery or performance of this Agreement by each office and all actions required under the laws of the state of organization of the relevant Credit Party with respect to such Obligor, (B) the perfection of a such security interest in (to the extent such intangible property are undertakensecurity interest can be perfected by filing under the Uniform Commercial Code, the Collateral Agent, for the benefit granting of the Secured Parties, shall have a fully perfected Lien on, and security interest in, all right, title and interest of the grantors thereunder in the U.S. Intellectual Property control (as defined in the Security Agreement) to the fullest extent permitted required under Section 4(a) hereof) or by law, in each case subject to no Liens other than Permitted Liens (it being understood that subsequent recordings in filing an appropriate notice with the United States Patent and Trademark Office and or the United States Copyright Office may be necessary to perfect a Lien on registered trademarks, trademark applications and copyrights acquired Office) or (C) the exercise by the grantors after Collateral Agent or the date hereof). (c) Each Mortgage executed and delivered as of the Closing Date is, or, to the extent any Mortgage is duly executed and delivered thereafter by the relevant Credit Party, will be, effective to create, in favor of the Collateral Agent, for its benefit and the benefit holders of the Secured Parties, a legal, valid and enforceable first priority Lien on and security interest in all Obligations of the Credit Parties’ right, title rights and interest remedies provided for in and to the Mortgaged Real Properties thereunder and the proceeds thereof, and when the Mortgages are filed in the offices specified on Schedule 1.01(a) (or, in the case of any Mortgage executed and delivered after the date thereof in accordance with the provisions of Sections 5.11 and 5.12, when such Mortgage is filed in the offices specified in the local counsel opinion delivered with respect thereto in accordance with the provisions of Sections 5.11 and 5.12), the Mortgages shall constitute fully perfected Liens on, and security interests in, all right, title and interest of the Credit Parties in the Mortgaged Real Properties and the proceeds thereof, in each case prior and superior in right to any other person, other than Prior Liensthis Agreement. (d) Each Security Document (other than Mortgages) delivered pursuant to Section 5.11 and Section 5.12 will, upon execution and delivery thereof, be effective to create in favor of the Collateral Agent, for the ratable benefit of the Secured Parties, a legal, valid and enforceable Lien on all of the Credit Parties’ right, title and interest in and to the Collateral thereunder, and when such Security Document is filed or recorded in the appropriate offices as may be required under applicable law, such Security Document will constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Credit Parties in such Security Agreement Collateral, in each case subject to no Liens other than the applicable Permitted Liens.

Security Documents. (a) The Security Agreement is effective to create in favor of the Collateral Administrative Agent, for the ratable benefit of the Secured Parties, a legal, valid and enforceable security interest in and Lien on the Collateral (as defined in the Security Agreement Collateral Agreement) and, when (i) the pledged property constituting such Collateral is delivered to the Administrative Agent, (ii) the financing statements and other filings in appropriate form are filed in the offices specified on Schedule 6 to the Perfection Certificate and (iiiii) all other applicable filings under the Credit Parties have complied with Section 3.03 of Uniform Commercial Code or otherwise that are required under the Security AgreementLoan Documents are made, the Security Agreement shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the grantors thereunder in such Collateral (other than (A) to the Intellectual Property (as defined in the Security Agreement) and (B) such Collateral in which extent that a security interest cannot may be perfected under by filing, recording or registering a financing statement or analogous document, or by the secured party's taking possession, in the United States (or any political subdivision thereof) and its territories and possessions pursuant to the Uniform Commercial Code as or other applicable law in effect at the relevant time in the relevant jurisdiction)such jurisdictions, in each case subject prior and superior in right to no Liens any other Person, other than Permitted Lienswith respect to Liens expressly permitted by Section 7.2 and Section 10(r) of the Guarantee Agreement and except for any such Collateral as to which the representations and warranties in this Section would not be true solely by virtue of such Collateral having been used or disposed of in a manner expressly permitted by the Security Agreement. (b) When the Security Agreement (including all schedules thereto) or a short-form thereof is filed in the United States Patent and Trademark Office and the United States Copyright Office in the manner prescribed by each office and all actions required under the laws of the state of organization of the relevant Credit Party with respect to the perfection of a security interest in such intangible property are undertakenOffice, the Collateral Agent, for the benefit of the Secured Parties, Security Agreement shall have constitute a fully perfected Lien on, and security interest in, all right, title and interest of the grantors thereunder Borrower and the Guarantors in the U.S. Intellectual Property (as defined in the Security Agreement) to in which a security interest may be perfected by filing, recording or registering a security agreement, financing statement or analogous document in the fullest extent permitted by lawUnited States Patent and Trademark Office or the United States Copyright Office, as applicable, in each case subject prior and superior in right to no Liens any other Person, other than Permitted with respect to Liens expressly permitted by Section 7.2 and Section 10(r) of the Guarantee Agreement (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 grantors Borrower and the Guarantors after the date hereof). (c) Each Mortgage executed and delivered as of the Closing Date is, or, to the extent any Mortgage is duly executed and delivered thereafter by the relevant Credit Party, will be, The Mortgages are effective to create, subject to the exceptions listed in each title insurance policy covering such Mortgage, in favor of the Collateral Agent, for its benefit and the benefit of the Secured Parties, a legal, valid and enforceable first priority Lien on and security interest in all of the Credit 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 on Schedule 1.01(a) (or, in the case of any Mortgage executed and delivered after the date thereof in accordance with the provisions of Sections 5.11 and 5.12, when such Mortgage is filed in the offices specified in the local counsel opinion delivered with respect thereto in accordance with the provisions of Sections 5.11 and 5.12), the Mortgages shall constitute fully perfected Liens on, and security interests in, all right, title and interest of the Credit Parties in the Mortgaged Real Properties and the proceeds thereof, in each case prior and superior in right to any other person, other than Prior Liens. (d) Each Security Document (other than Mortgages) delivered pursuant to Section 5.11 and Section 5.12 will, upon execution and delivery thereof, be effective to create in favor of the Collateral Administrative Agent, for the ratable benefit of the Secured Parties, a legal, valid and enforceable Lien on all of the Credit Parties’ right, title and interest of the Borrower and the Guarantors in and to the Collateral thereunderMortgaged Properties thereunder and the proceeds thereof, and when such Security Document is the Mortgages are filed or recorded in the appropriate offices as may be required under specified on Schedule 4.16 and all other applicable lawoffices, such Security Document will the Mortgages shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Credit Parties Borrower and the Guarantors in such Security Agreement CollateralMortgaged Properties and the proceeds thereof, in each case subject prior and superior in right to no Liens any other Person, other than with respect to the applicable Permitted Liensrights of Persons pursuant to Liens expressly permitted by Section 7.2 and Section 10(r) of the Guarantee Agreement.

Security Documents. (a) The Security Agreement is effective Agent shall not be liable (i) for any failure to create give notice to any third party or to register, file or record (or any defect in favor of such registration, filing or recording) any security or the Collateral AgentCombined Security Documents, or (ii) to obtain any licence, consent or other authority for the benefit creation of any security or (iii) for any failure, omission, or defect in perfecting or protecting the security constituted by any Combined Security Document or any security created thereby. The Security Agent has no obligation to insure any interest which it or any of the Secured Parties, a legal, valid and enforceable security interest Creditors has in and Lien on any asset charged or secured under 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) the Credit Parties have complied with Section 3.03 of the Security Agreement, the Security Agreement shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the grantors thereunder in such Collateral (other than (A) the Intellectual Property (as defined in the Security Agreement) and (B) 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 subject to no Liens other than Permitted LiensDocuments. (b) When the The Security Agreement (including all schedules thereto) or a short-form thereof is filed in the United States Patent and Trademark Office and the United States Copyright Office in the manner prescribed by each office and all actions required under the laws of the state of organization of the relevant Credit Party with respect Agent may accept without enquiry such title as any Obligor may have to the perfection of a property over which security interest in such intangible property are undertaken, 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 grantors thereunder in the U.S. Intellectual Property (as defined in the is intended to be created by any Combined Security Agreement) to the fullest extent permitted by law, in each case subject to no Liens other than 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 perfect a Lien on registered trademarks, trademark applications and copyrights acquired by the grantors after the date hereof)Document. (c) Each Mortgage executed and delivered Save where the Security Agent holds a legal mortgage over, or over an interest in, real property or shares, the Security Agent in its capacity as of trustee or otherwise shall not be under any obligation to hold any title deeds, share certificates or any other documents in connection with the Closing Date is, or, property charged by any Combined Security Document or any other such security in its own possession or to take any steps to protect or preserve the extent any Mortgage is duly executed and delivered thereafter by same. The Security Agent may permit the relevant Credit PartyObligor or any lawyer or firm of lawyers to retain all such title deeds, will be, effective to create, share certificates and other documents in favor of the Collateral Agent, for its benefit and the benefit of the Secured Parties, a legal, valid and enforceable first priority Lien on and security interest possession if it reasonably considers that it is appropriate in all of the Credit 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 on Schedule 1.01(a) (or, in the case of any Mortgage executed and delivered after the date thereof in accordance with the provisions of Sections 5.11 and 5.12, when such Mortgage is filed in the offices specified in the local counsel opinion delivered with respect thereto in accordance with the provisions of Sections 5.11 and 5.12), the Mortgages shall constitute fully perfected Liens on, and security interests in, all right, title and interest of the Credit Parties in the Mortgaged Real Properties and the proceeds thereof, in each case prior and superior in right to any other person, other than Prior Lienscircumstances. (d) Each Save as otherwise provided in the Combined Security Document (other than Mortgages) delivered pursuant to Section 5.11 and Section 5.12 willDocuments, upon execution and delivery thereof, all moneys which under the trusts herein or therein contained are received by the Security Agent in its capacity as trustee or otherwise may be effective to create invested in favor the name of or under the control of the Collateral Agent, Security Agent in any investment for the ratable benefit time being authorised by English law for the investment by trustees of trust money or in any other investments which may be selected by the Security Agent with the consent of an Instructing Group. Additionally, the same may be placed on deposit in the name of or under the control of the Security Agent at such bank or institution (including any Agent) and upon such terms as the Security Agent may think fit. (e) Each Secured Parties, a legal, valid and enforceable Lien on all Creditor confirms its approval of the Credit Parties’ rightCombined Security Documents and any security created or to be created pursuant thereto and authorises and directs the Security Agent (by itself or by such person(s) as it may nominate) to execute and enforce the same as trustee, title agent or as otherwise provided (and interest whether or not expressly in and the Secured Creditor's names) on its behalf, subject always to the Collateral thereunder, terms of this Agreement and when such the Security Document is filed or recorded in the appropriate offices as may be required under applicable law, such Security Document will constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Credit Parties in such Security Agreement Collateral, in each case subject to no Liens other than the applicable Permitted LiensDocuments.

Security Documents. (a) The Security Agreement is effective to create in favor of the Collateral Agent, Administrative Agent for the benefit of the Secured Parties, a legal, valid and enforceable security interest in and Lien on 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 Credit Parties have complied with Section 3.03 taking of 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 the 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 such the Security Agreement Collateral (other than (A) the Intellectual Property (as defined in the such Security Agreement) and (B) such Agreement Collateral in which a security interest cannot be perfected under the Uniform Commercial Code UCC as in effect at the relevant time in the relevant jurisdiction), in each case subject to no Liens other than Permitted Liens. (b) When To the extent that the federal trademark laws of the United States are applicable to security interests in trademarks, the proper filing and recordation of the Security Agreement (including all schedules thereto) or a short-short form thereof is filed in the United States Patent and Trademark Office against all U.S. registered trademarks and the United States Copyright Office in the manner prescribed by each office and all actions required under the laws trademark applications (other than intent-to-use trademark applications) set forth on Schedule 3.19(b) (“Trademarks”) within three (3) months of the state date of organization of execution thereof will render the relevant Credit Party with respect to the perfection of a Administrative Agent’s Lien on, and security interest in such intangible property are undertaken, the Collateral Agentin, for the benefit of the Secured Parties, shall have a fully perfected Lien on, and security interest in, all right, the applicable Loan Party’s right title and interest in such Trademarks fully perfected and effective against subsequent purchasers of the grantors thereunder in the U.S. Intellectual Property (as defined in the Security Agreement) to the fullest extent permitted by lawsuch Trademarks, in each case subject to no Liens other than Permitted Liens Liens. (it being understood c) To the extent that subsequent recordings the federal patent laws of the United States are applicable to security interests in patents, the proper filing and recording of the Security Agreement or a short form thereof at the United States Patent and Trademark Office against the U.S. patents and patent applications set forth on Schedule 3.19(c) (“Patents”) within three (3) months of the date of execution thereof will render the Administrative Agent’s Lien on, and security interest in, for the benefit of the Secured Parties, the applicable Loan Party’s right, title and interest in such Patents fully perfected and effective against subsequent purchasers of such Patents, in each case subject to no Liens other than Permitted Liens. (d) To the extent that the federal copyright laws of the United States are applicable to security interests in copyrights, the proper filing and recording of the Security Agreement or a short form thereof at the United States Copyright Office may be necessary to perfect a Lien against the U.S. registered copyrights set forth on registered trademarks, trademark applications and copyrights acquired by the grantors after Schedule 3.19(d) (“Copyrights”) within one (1) month of the date hereof)of execution thereof will render the Administrative Agent’s Lien on, and security interest in, for the benefit of the Secured Parties, the applicable Loan Party’s right, title and interest in such Copyrights fully perfected and effective against subsequent transferees of such Copyrights, in each case subject to no Liens other than Permitted Liens. (ce) Each Mortgage executed and delivered as of or prior to the Closing Date is, or, to the extent any Mortgage is duly executed and delivered thereafter by the relevant Credit Loan Party, will be, effective to create, in favor of the Collateral Administrative Agent, for its benefit and the benefit of the Secured Parties, a legal, valid and enforceable first second priority Lien on and security interest in all of the Credit Loan Parties’ right, title and interest in and to the Mortgaged Real Properties thereunder and the proceeds thereofthereof (junior only to the Lien securing the Term Loan Indebtedness), and when the Mortgages are filed in the offices specified on Schedule 1.01(a) ), (or, in the case of any Mortgage executed and delivered after the date thereof in accordance with the provisions of Sections 5.11 and 5.12, when such Mortgage is filed in the offices specified in the local counsel opinion delivered with respect thereto in accordance with the provisions of Sections 5.11 and 5.12), ) the Mortgages shall constitute fully perfected Liens on, and security interests in, all right, title and interest of the Credit Loan Parties in the Mortgaged Real Properties and the proceeds thereof, in each case prior and superior in right to any other personPerson, other than Prior Liensthe Lien securing the Term Loan Indebtedness and other Liens reasonably acceptable to Administrative Agent. (df) Each Security Document (other than Mortgages) delivered pursuant to Section Sections 5.11 and Section 5.12 will, upon execution and delivery thereof, be effective to create in favor of the Collateral Administrative Agent, for the ratable benefit of the Secured Parties, a legal, valid and enforceable security interest in and Lien on all of the Credit Loan Parties’ right, title and interest in and to the Collateral thereunder, and when such Security Document is filed all appropriate filings or recorded recordings are made in the appropriate offices as may be required under applicable law, such Security Document will constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Credit Loan Parties in such Security Agreement Collateral, in each case subject to no Liens other than the applicable Permitted Liens.

Security Documents. (a) The Subject to any matters which are set out as qualifications or reservations as to matters of law of general application in the legal opinions provided pursuant to Section 7.1(f), each of the Security Agreement Documents is effective to create in favor of the Collateral Agent, for the benefit of the Secured Parties, a legal, valid and enforceable security interest in the Collateral described therein and Lien on proceeds thereof. The Foreign Security has or will have the ranking in priority that it is expressed to have in the Foreign Security Agreement Collateral and, when Documents. In the case of (i) the Capital Stock described in the U.S. Security Agreement and the U.S. Pledge Agreement that are securities represented by stock certificates or otherwise constituting certificated securities within the meaning of Section 8-102(a)(15) of the UCC (the “Certificated Securities”), when certificates representing such Capital Stock are delivered to the Collateral Agent or the First Lien Administrative Agent (acting as bailee pursuant to the Closing Date Intercreditor Agreement) (provided that, in the case of an issuer of such Certificated Securities that is located in a jurisdiction outside the United States, applicable law provides for perfection of a Lien on such Certificated Securities by delivery of such Certificated Securities to a Secured Party), and (ii) the other Collateral not described in clause (i) constituting personal property described in the U.S. Security Agreement and the U.S. Pledge Agreement, when financing statements and other filings filings, agreements and actions specified on Schedule 6.19 in appropriate form are executed and delivered, performed or filed in the offices specified on Schedule 6 to 6.19, as the Perfection Certificate and (ii) the Credit Parties have complied with Section 3.03 of the Security Agreement, the Security Agreement shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the grantors thereunder in such Collateral (other than (A) the Intellectual Property (as defined in the Security Agreement) and (B) 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 subject to no Liens other than Permitted Liens. (b) When the Security Agreement (including all schedules thereto) or a short-form thereof is filed in the United States Patent and Trademark Office and the United States Copyright Office in the manner prescribed by each office and all actions required under the laws of the state of organization of the relevant Credit Party with respect to the perfection of a security interest in such intangible property are undertakenmay be, 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 grantors thereunder Loan Parties in the U.S. Intellectual Property (as defined in the Security Agreement) to the fullest extent permitted by law, in each case subject to no Liens other than 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 perfect a Lien on registered trademarks, trademark applications and copyrights acquired by the grantors after the date hereof). (c) Each Mortgage executed and delivered as of the Closing Date is, or, to the extent any Mortgage is duly executed and delivered thereafter by the relevant Credit Party, will be, effective to create, in favor of the such Collateral Agent, for its benefit and the benefit of the Secured Parties, a legal, valid and enforceable first priority Lien on and security interest in all of the Credit Parties’ right, title and interest in and to the Mortgaged Real Properties thereunder and the proceeds thereof, and when as security for the Mortgages are filed in the offices specified on Schedule 1.01(a) (or, in the case of any Mortgage executed and delivered after the date thereof in accordance with the provisions of Sections 5.11 and 5.12, when such Mortgage is filed in the offices specified in the local counsel opinion delivered with respect thereto in accordance with the provisions of Sections 5.11 and 5.12), the Mortgages shall constitute fully perfected Liens on, and security interests in, all right, title and interest of the Credit Parties in the Mortgaged Real Properties and the proceeds thereofObligations, in each case prior and superior in right to any other personPerson (except, other in the case of Permitted Liens). Other than Prior Liens. (d) Each Security Document (other than Mortgages) delivered pursuant to Section 5.11 and Section 5.12 willas set forth on Schedule 6.19, upon execution and delivery thereof, be effective to create in favor as of the Collateral AgentClosing Date, for the ratable benefit none of the Secured Parties, a legal, valid and enforceable Lien on all Capital Stock of the Credit Parties’ right, title and interest in and to Borrower or any Subsidiary Guarantor that is a limited liability company or partnership (organized under the Collateral thereunder, and when such Security Document is filed or recorded laws of a jurisdiction in the appropriate offices as may be required under applicable law, such Security Document will constitute United States) is a fully perfected Lien on, and security interest in, all right, title and interest of the Credit Parties in such Security Agreement Collateral, in each case subject to no Liens other than the applicable Permitted LiensCertificated Security.

Security Documents. (a) The Security Agreement is Agreements are effective to create in favor of the Collateral Agent, Agent for the benefit of the Secured Parties, a legal, valid and enforceable security interest in and Lien on the Security Agreement Collateral and, when (i) financing statements and other filings in appropriate form are filed in the offices specified on Schedule 6 4 to the Perfection Certificate and (ii) upon the Credit Parties have complied with Section 3.03 taking of possession or control by the Collateral 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 Collateral Agent to the extent possession or control by the Collateral Agent is required by each Security Agreement), the Lien created by the Security Agreement Agreements shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the grantors thereunder in such the Security Agreement Collateral (other than (A) the Intellectual Property (as defined in the such Security Agreement) and (B) such Agreement Collateral in which a security interest cannot be perfected under the Uniform Commercial Code UCC or PPSA as in effect at the relevant time in the relevant jurisdiction), in each case subject to no Liens other than Permitted Liens. (b) When the Security Agreement (including all schedules thereto) Agreements or a short-short form thereof is filed in the United States Patent and Trademark Office and the United States Copyright Office in the manner prescribed by each office and all actions required under the laws of the state of organization of the relevant Credit Party with respect to the perfection of a security interest in such intangible property are undertakenOffice, Canadian Intellectual Property Office, as applicable, the Collateral Agent, for the benefit of the Secured Parties, Lien created by such Security Agreements shall have constitute a fully perfected Lien on, and security interest in, all right, title and interest of the grantors thereunder in the U.S. Intellectual Property (as defined in the such Security Agreement) to the fullest extent permitted by lawAgreements), in each case subject to no Liens other than 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 perfect a Lien on registered trademarks, trademark applications and copyrights acquired by the grantors after the date hereof)Liens. (c) Each Mortgage executed and delivered as of the Closing Date is, or, to the extent any Mortgage is duly executed and delivered thereafter by the relevant Credit Loan Party, will be, effective to create, in favor of the Collateral Agent, for its benefit and the benefit of the Secured Parties, a legal, valid and enforceable first priority Lien on and security interest in all of the Credit 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 on Schedule 1.01(a) ), (or, in the case of any Mortgage executed and delivered after the date thereof in accordance with the provisions of Sections 5.11 and 5.12, when such Mortgage is filed in the offices specified in the local counsel opinion delivered with respect thereto in accordance with the provisions of Sections 5.11 and 5.12), ) the Mortgages shall constitute fully perfected Liens on, and security interests in, all right, title and interest of the Credit Loan Parties in the Mortgaged Real Properties and the proceeds thereof, in each case prior and superior in right to any other personPerson, other than Prior LiensLiens reasonably acceptable to the Administrative Agent and the Collateral Agent. (d) Each Security Document (other than Mortgages) delivered pursuant to Section Sections 5.11 and Section 5.12 will, upon execution and delivery thereof, be effective to create in favor of the Collateral Agent, for the ratable benefit of the Secured Parties, a legal, valid and enforceable security interest in and Lien on all of the Credit Loan Parties’ ' right, title and interest in and to the Collateral thereunder, and when such Security Document is filed all appropriate filings or recorded recordings are made in the appropriate offices as may be required under applicable law, such Security Document will constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Credit Loan Parties in such Security Agreement Collateral, in each case subject to no Liens other than the applicable Permitted Liens.

Security Documents. (a) The Pledge Agreement is effective to create in favor of the Collateral Agent, for the benefit of the Senior Secured Parties, a legal, valid and enforceable security interest in the Collateral (as defined in the Pledge Agreement) and, when such Collateral is delivered to the Collateral Agent, the Pledge Agreement shall constitute a fully perfected first priority security interest in all right, title and interest of the pledgor thereunder in such Collateral, in each case prior and superior in right to any other person. (b) The Existing Security Agreement is effective to create in favor of the Collateral Agent, for the benefit of the Senior Secured Parties, a legal, valid and enforceable security interest in and Lien on the Security Agreement Collateral and, when (i) financing statements and other filings in appropriate form are filed as defined in the offices specified on Schedule 6 to the Perfection Certificate and (ii) the Credit Parties have complied with Section 3.03 of the Existing Security Agreement, the Security Agreement shall constitute ) and constitutes a fully perfected Lien on, and security interest in, in all right, title and interest of the grantors thereunder in such Collateral (other than (A) the Intellectual Property (as defined in the Existing Security Agreement) and (B) 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 subject prior and superior in right to no Liens any other person, other than Permitted Lienswith respect to Liens expressly permitted by Section 6.02. (bc) When the The Supplemental Security Agreement (including all schedules thereto) or a short-form thereof is filed effective to create in the United States Patent and Trademark Office and the United States Copyright Office in the manner prescribed by each office and all actions required under the laws favor of the state of organization of the relevant Credit Party with respect to the perfection of a security interest in such intangible property are undertaken, the Collateral Agent, for the benefit of the Senior Secured Parties, a legal, valid and enforceable security interest in the Collateral (as defined in the Supplemental Security Agreement) and, when financing statements in appropriate form are filed in the offices specified on Schedule 6 to the Perfection Certificate, the Supplemental Security Agreement shall have constitute a fully perfected Lien on, and security interest in, in all right, title and interest of the grantors thereunder in such Collateral (other than the U.S. Intellectual Property (as defined in the Supplemental Security Agreement) to the fullest extent permitted by law)), in each case subject prior and superior in right to no Liens any other person, other than Permitted with respect to Liens expressly permitted by Section 6.02. (d) The Existing Security Agreement constitutes a fully perfected security interest in all right, title and interest of the Loan Parties in the Collateral consisting of Intellectual Property (as defined in the Existing Security Agreement) in which a security interest may be perfected by recording a security agreement 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 all Liens of any other person other than Liens expressly permitted by Section 6.02 (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, copyright registrations and copyright applications and copyrights acquired by the grantors Loan Parties after the date hereof). (ce) Each Mortgage When the Supplemental Security Agreement is filed in the United States Patent and Trademark Office and the United States Copyright Office, the Supplemental Security Agreement shall constitute a fully perfected security interest in all right, title and interest of the Loan Parties in the Collateral consisting of Intellectual Property (as defined in the Supplemental Security Agreement) in which a security interest may be perfected by recording a security agreement 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 all Liens of any other person other than Liens expressly permitted by Section 6.02 (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, copyright registrations and copyright applications acquired by the Loan Parties after the date hereof). (f) The Collateral Assignment is effective to create in favor of the Collateral Agent, for the benefit of the Senior Secured Parties, a legal, valid and enforceable security interest in the Assigned Contracts (as defined in the Collateral Assignment) and, when financing statements in appropriate form are filed in the office as specified on Schedule 6 to the applicable Perfection Certificate, the Collateral Assignment shall constitute a fully perfected security interest in all right, title and interest of the grantors thereunder in such Assigned Contracts, in each case prior and superior in right to any other person, other than with respect to Liens expressly permitted by Section 6.02. (g) The Mortgages, when executed and delivered as of the Closing Date is, or, to the extent any Mortgage is duly executed and delivered thereafter by the relevant Credit Partydelivered, will be, be effective to create, subject to the exceptions listed in each title insurance policy covering such Mortgage, in favor of the Collateral Agent, for its benefit and the benefit of the Senior Secured Parties, a legal, valid and enforceable first priority Lien on and security interest in all of the Credit 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 on Schedule 1.01(a) (or, in the case of any Mortgage executed and delivered after the date thereof in accordance with the provisions of Sections 5.11 and 5.12, when such Mortgage is filed in the offices specified in the local counsel opinion delivered with respect thereto in accordance with the provisions of Sections 5.11 and 5.123.16(g), the Mortgages shall constitute fully perfected Liens on, and a security interests in, interest in all right, title and interest of the Credit Loan Parties in the such Mortgaged Real Properties and the proceeds thereof, in each case prior and superior in right to any other person, other than Prior Liens. (d) Each Security Document (other than Mortgages) delivered with respect to the rights of persons pursuant to Liens expressly permitted by Section 5.11 and Section 5.12 will, upon execution and delivery thereof, be effective to create in favor of the Collateral Agent, for the ratable benefit of the Secured Parties, a legal, valid and enforceable Lien on all of the Credit Parties’ right, title and interest in and to the Collateral thereunder, and when such Security Document is filed or recorded in the appropriate offices as may be required under applicable law, such Security Document will constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Credit Parties in such Security Agreement Collateral, in each case subject to no Liens other than the applicable Permitted Liens6.02.

Security Documents. (a) The Security Each Pledge Agreement is effective to create in favor of the Applicable Collateral Agent, for the ratable benefit of the Secured PartiesParties referred to therein, a legal, valid and enforceable security interest in and Lien on the Security Agreement Collateral (as defined in such Pledge Agreement) and, when such Collateral (ito the extent such Collateral constitutes an instrument or investment property, as applicable, under the applicable Uniform Commercial Code, PPSA (Alberta) or equivalent personal property security legislation of the applicable province or territory or an investment instrument under the PPS Law) is delivered to such Collateral Agent together with, in respect of any Collateral subject to the Australian Security Deed, such instruments of transfer and stock powers endorsed in blank in respect of such Collateral and the registration of the security interests arising from the Australian Security Deed on the PPS Register, 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, in each case prior and superior in right to any other person. (b) Each of the Security Agreements is (subject to payment of any applicable mortgage duty in relation to security over assets located in New South Wales, Australia) effective to create in favor of the Applicable Collateral Agent, for the ratable benefit of the Secured Parties referred to therein, a legal, valid and enforceable security interest in the Collateral (as defined in such Security Agreement) and, with respect to each Security Agreement, when financing statements and other filings in appropriate form are filed in with the appropriate offices specified on Schedule 6 to the Perfection Certificate and (ii) the Credit Parties have complied with Section 3.03 of the Security Agreementor Governmental Authority, the such Security Agreement shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the grantors thereunder in such Collateral (other than (A) portion of the Intellectual Property (as defined in the Security Agreement) and (B) such Collateral in which a security interest cannot may be perfected by the filing of a financing statement under the applicable Uniform Commercial Code as in effect at the relevant time in the relevant jurisdictionCode, PPSA (Alberta), in each case subject to no Liens PPS Law or equivalent personal property security legislation of the applicable province or territory (other than Permitted Liens. (b) When the Security Agreement (including all schedules thereto) or a short-form thereof is filed in the United States Patent and Trademark Office and the United States Copyright Office in the manner prescribed by each office and all actions required under the laws of the state of organization of the relevant Credit Party with respect to the perfection of a security interest in such intangible property are undertakenIntellectual Property, 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 grantors thereunder in the U.S. Intellectual Property (as defined in the U.S. Security Agreement) to the fullest extent permitted by law, in each case subject to no Liens other than 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 perfect a Lien on registered trademarks, trademark applications and copyrights acquired by the grantors after the date hereof). (c) Each Mortgage executed and delivered as of the Closing Date is, or, to the extent any Mortgage is duly executed and delivered thereafter by the relevant Credit Party, will be, effective to create, in favor of the Collateral Agent, for its benefit and the benefit of the Secured Parties, a legal, valid and enforceable first priority Lien on and security interest in all of the Credit 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 on Schedule 1.01(a) (or, in the case of any Mortgage executed and delivered after the date thereof in accordance with the provisions of Sections 5.11 and 5.12, when such Mortgage is filed in the offices specified in the local counsel opinion delivered with respect thereto in accordance with the provisions of Sections 5.11 and 5.12), the Mortgages shall constitute fully perfected Liens on, and security interests in, all right, title and interest of the Credit Parties in the Mortgaged Real Properties and the proceeds thereof, in each case prior and superior in right to any other person, other than Prior Lienswith respect to Liens expressly permitted by Section 6.02. (d) Each Security Document (other than Mortgages) delivered pursuant to Section 5.11 and Section 5.12 will, upon execution and delivery thereof, be effective to create in favor of the Collateral Agent, for the ratable benefit of the Secured Parties, a legal, valid and enforceable Lien on all of the Credit Parties’ right, title and interest in and to the Collateral thereunder, and when such Security Document is filed or recorded in the appropriate offices as may be required under applicable law, such Security Document will constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Credit Parties in such Security Agreement Collateral, in each case subject to no Liens other than the applicable Permitted Liens.

Security Documents. (a) The Pledge Agreement is effective to create 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 Pledge Agreement) and, when the Collateral is delivered to the Collateral Agent, the 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, in each case prior and superior in right to any other person. (b) The Security Agreement is effective to create in favor of the Collateral Agent, for the ratable benefit of the Secured Parties, a legal, valid and enforceable security interest in and Lien on the Collateral (as defined in the Security Agreement Collateral Agreement) 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) the Credit Parties have complied with Section 3.03 of the Security AgreementCertificate, the Security Agreement shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the grantors thereunder in such Collateral (other than (A) the Intellectual Property (Property, as defined in the Security Agreement) and (B) 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 subject prior and superior in right to no Liens any other person, other than Permitted Lienswith respect to Liens expressly permitted by Section 6.02. (bc) When the Security Agreement (including all schedules thereto) or a short-form thereof is filed in the United States Patent and Trademark Office and the United States Copyright Office and the filings in the manner prescribed by each office and all actions required under the laws of the state of organization of the relevant Credit Party with respect to the perfection of a security interest in such intangible property are undertakenparagraph (b) have been made, the Collateral Agent, for the benefit of the Secured Parties, Security Agreement shall have constitute a fully perfected Lien on, and security interest in, all right, title and interest of the grantors thereunder in the U.S. Intellectual Property (as defined in the Security Agreement) to the fullest extent permitted by law), in each case subject prior and superior in right to no Liens any other than Permitted Liens 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 lien on registered trademarks, trademark applications and copyrights acquired by the grantors after the date hereof). (c) Each Mortgage executed and delivered as of the Closing Date is, or, subject to the extent any Mortgage is duly executed and delivered thereafter Liens permitted by the relevant Credit Party, will be, effective to create, in favor of the Collateral Agent, for its benefit and the benefit of the Secured Parties, a legal, valid and enforceable first priority Lien on and security interest in all of the Credit 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 on Schedule 1.01(a) (or, in the case of any Mortgage executed and delivered after the date thereof in accordance with the provisions of Sections 5.11 and 5.12, when such Mortgage is filed in the offices specified in the local counsel opinion delivered with respect thereto in accordance with the provisions of Sections 5.11 and 5.12), the Mortgages shall constitute fully perfected Liens on, and security interests in, all right, title and interest of the Credit Parties in the Mortgaged Real Properties and the proceeds thereof, in each case prior and superior in right to any other person, other than Prior LiensSection 6.02. (d) Each Security Document (other than Mortgages) delivered pursuant to Section 5.11 and Section 5.12 will, upon execution and delivery thereof, be The Mortgages are effective to create in favor of the Collateral Agent, for the ratable benefit of the Secured Parties, a legal, valid and enforceable Lien on all of the Credit Loan Parties’ ' right, title and interest in and to the Collateral thereunderMortgaged Property thereunder and the proceeds thereof, and when such Security Document is the Mortgages are filed or recorded in the appropriate offices as may be required under applicable law, such Security Document will constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Credit Parties in such Security Agreement Collateral, in each case subject to no Liens other than the applicable Permitted Liens.specified on Schedule 3.19

Security Documents. (a) The Security Agreement is effective to create in favor of the Collateral Agent, for the benefit of the Secured Parties, a legal, valid valid, binding and enforceable security interest interests in and Lien on the Security Agreement Collateral described therein and the proceeds and products thereof and, when (i) financing statements and other filings in appropriate form are filed in the offices specified on Schedule 6 to in the Perfection Certificate (as updated in accordance with the terms hereof) and (ii) upon the Credit Parties have complied with Section 3.03 taking of possession or control by the Collateral Agent of the Security AgreementAgreement 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 each Security Document), the Liens created by the Security Agreement shall constitute a fully perfected Lien first priority Liens on, and security interest interests in, all right, title and interest of the grantors thereunder in such the Security Agreement Collateral (other than (A) the Intellectual Property Collateral (as defined in the Security Agreement) ), except to the extent that the filing of a financing statement is sufficient to perfect a Lien in such Intellectual Property, and (B) such Security Agreement Collateral in which a security interest cannot be perfected under the Uniform Commercial Code UCC as in effect at the relevant time in the relevant jurisdictionjurisdiction by (x) the filing of the financing statements referred to in clause (i) of this ‎Section 3.19(a) or (y) the taking of possession or control to the extent required by each Security Document), in each case subject to no Liens other than Permitted Liens. (b) When (i) financing statements in appropriate form are filed in the offices specified on Schedule 9 to the Security Agreement (including all schedules theretoas updated in accordance with the terms hereof), and (ii) with respect to US registered copyrights, US patents and patent applications, and US registered trademarks and trademark applications, when the Security Agreement or a short-form one or more of the short forms thereof is filed in the United States Patent and Trademark Office and USPTO or the USCO, as applicable, the Liens created by such Security Agreement shall constitute in the United States Copyright Office in the manner prescribed by each office and all actions required under the laws of the state of organization of the relevant Credit Party with respect to the perfection of a security interest in such intangible property are undertaken, the Collateral Agent, for the benefit of the Secured Parties, shall have a fully perfected Lien first priority Liens on, and security interest interests in, all right, title and interest of the grantors thereunder in the U.S. Intellectual Property (as defined in the Security Agreement) to the fullest extent permitted by lawCollateral, in each case subject case, if and to no Liens other than Permitted Liens (it being understood that subsequent recordings the extent a security interest in the United States Patent and Trademark Office and the United States Copyright Office may such Intellectual Property Collateral can be necessary to perfect a Lien on registered trademarks, trademark applications and copyrights acquired perfected by the grantors after the date hereof)such filings. (c) Each Mortgage executed Mortgage, if any, upon the execution and delivered as of the Closing Date isdelivery thereof, or, to the extent any Mortgage is duly executed and delivered thereafter by the relevant Credit Party, will be, shall be effective to create, in favor of the Collateral Agent, for its benefit and the benefit of the Secured Parties, a legal, valid valid, binding and enforceable first priority Lien on on, and security interest in interests in, all of the Credit Loan Parties’ right, title and interest in and to the Mortgaged Real Properties thereunder and the proceeds thereofand products thereof (except to the extent that the enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws generally affecting creditors’ rights and by equitable principles (regardless of whether enforcement is sought in equity or at law)), and when the Mortgages are filed in the offices specified on Schedule 1.01(a) (or, in the case of any Mortgage executed and delivered after the date thereof in accordance with the provisions of Sections 5.11 and 5.12, when such Mortgage is filed or recorded in the offices specified in the local counsel opinion delivered with respect thereto in accordance with the provisions of Sections 5.11 ‎4.01, ‎5.10 and 5.12)‎5.11, the Mortgages shall constitute fully perfected first priority Liens on, and security interests in, all right, title and interest of the Credit 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 Prior LiensPersons holding Liens or other encumbrances or rights permitted by the relevant Mortgage) to the extent a security interest in such Mortgagee Property can be perfected by such filings or recordings. (d) Each Security Document (other than Mortgages) delivered pursuant to Section 5.11 Sections ‎5.10 and Section 5.12 ‎5.11 will, upon execution and delivery thereof, be effective to create in favor of the Collateral Agent, for the ratable benefit of the Secured Parties, a legal, valid and enforceable Lien on all Liens on, and security interests in, each of the Credit Parties’ Loan Party’s respective right, title and interest in and to the Collateral thereunder, and in the case of (i) pledged equity interests represented by certificates (x) when such Security Document is certificates are delivered to the Collateral Agent or (y) when financing statements in appropriate form are filed or recorded in the offices specified on Schedule 3.19(d) and (ii) the other Collateral described in the Security Agreement, when financing statements in appropriate form are filed in the offices specified on Schedule 3.19(d) and such other filings as may are specified on Schedule 9 to the Security Agreement have been completed to the extent a security interest in such other Collateral can be required perfected by such other filings, the Liens in favor of the Collateral Agent created under applicable law, such Security Document will constitute a valid, enforceable and fully perfected Lien first priority Liens on, and security interest interests in, all right, title and interest of the Credit Parties grantors thereunder in such Security Agreement Collateral, in each case subject to no Liens other than the applicable Permitted Liens.

Security Documents. (a) The Security Each Pledge Agreement is effective to create in favor of the Applicable Collateral Agent, for the ratable benefit of the Secured PartiesParties referred to therein, a legal, valid and enforceable security interest in and Lien on the Security Agreement Collateral (as defined in such Pledge Agreement) and, when such Collateral (ito the extent such Collateral constitutes an instrument under the applicable Uniform Commercial Code, PPSA (Alberta) or equivalent personal property security legislation of the applicable province or territory or an investment instrument under the PPS Law) is delivered to such Collateral Agent together with, in respect of any Collateral subject to the Australian Security Deed, such instruments of transfer and stock powers endorsed in blank in respect of such Collateral and the registration of the security interests arising from the Australian Security Deed on the PPS Register, 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, in each case prior and superior in right to any other person. (b) Each of the Security Agreements is (subject to payment of any applicable mortgage duty in relation to security over assets located in New South Wales, Australia) effective to create in favor of the Applicable Collateral Agent, for the ratable benefit of the Secured Parties referred to therein, a legal, valid and enforceable security interest in the Collateral (as defined in such Security Agreement) and, with respect to each Security Agreement, when financing statements and other filings in appropriate form are filed in with the appropriate offices specified on Schedule 6 to the Perfection Certificate and (ii) the Credit Parties have complied with Section 3.03 of the Security Agreementor Governmental Authority, the such Security Agreement shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the grantors thereunder in such Collateral (other than (A) portion of the Intellectual Property (as defined in the Security Agreement) and (B) such Collateral in which a security interest cannot may be perfected by the filing of a financing statement under the applicable Uniform Commercial Code as in effect at the relevant time in the relevant jurisdictionCode, PPSA (Alberta), in each case subject to no Liens PPS Law or equivalent personal property security legislation of the applicable province or territory (other than Permitted Liens. (b) When the Security Agreement (including all schedules thereto) or a short-form thereof is filed in the United States Patent and Trademark Office and the United States Copyright Office in the manner prescribed by each office and all actions required under the laws of the state of organization of the relevant Credit Party with respect to the perfection of a security interest in such intangible property are undertakenIntellectual Property, 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 grantors thereunder in the U.S. Intellectual Property (as defined in the U.S. Security Agreement) to the fullest extent permitted by law, in each case subject to no Liens other than 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 perfect a Lien on registered trademarks, trademark applications and copyrights acquired by the grantors after the date hereof). (c) Each Mortgage executed and delivered as of the Closing Date is, or, to the extent any Mortgage is duly executed and delivered thereafter by the relevant Credit Party, will be, effective to create, in favor of the Collateral Agent, for its benefit and the benefit of the Secured Parties, a legal, valid and enforceable first priority Lien on and security interest in all of the Credit 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 on Schedule 1.01(a) (or, in the case of any Mortgage executed and delivered after the date thereof in accordance with the provisions of Sections 5.11 and 5.12, when such Mortgage is filed in the offices specified in the local counsel opinion delivered with respect thereto in accordance with the provisions of Sections 5.11 and 5.12), the Mortgages shall constitute fully perfected Liens on, and security interests in, all right, title and interest of the Credit Parties in the Mortgaged Real Properties and the proceeds thereof, in each case prior and superior in right to any other person, other than Prior Lienswith respect to Liens expressly permitted by Section 6.02. (d) Each Security Document (other than Mortgages) delivered pursuant to Section 5.11 and Section 5.12 will, upon execution and delivery thereof, be effective to create in favor of the Collateral Agent, for the ratable benefit of the Secured Parties, a legal, valid and enforceable Lien on all of the Credit Parties’ right, title and interest in and to the Collateral thereunder, and when such Security Document is filed or recorded in the appropriate offices as may be required under applicable law, such Security Document will constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Credit Parties in such Security Agreement Collateral, in each case subject to no Liens other than the applicable Permitted Liens.

Security Documents. (a) To the extent the Pledge ------------------ Agreement has been entered into, it is effective to create 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 such Pledge Agreement) and, when such Collateral is delivered to the Collateral Agent, such Pledge Agreement shall constitute a fully perfected first priority Lien on, and security interest in, all right, title and interest of the pledgor thereunder in such Collateral, in each case prior and superior in right to any other Person. (b) The Security Agreement is effective to create in favor of the Collateral Agent, for the ratable benefit of the Secured Parties, a legal, valid and enforceable security interest in and Lien on the Collateral (as defined in the Security Agreement Collateral Agreement) 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) the Credit Parties have complied with Section 3.03 of the Security AgreementCertificate, the Security Agreement shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the grantors thereunder in such Collateral (other than (A) the Intellectual Property (as defined in the Security Agreement) and (B) 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 subject prior and superior in right to no Liens any other Person, other than Permitted Lienswith respect to Liens expressly permitted by Section 6.02. (bc) When the Security Agreement (including all schedules thereto) or a short-form thereof summary thereof) is filed in the United States Patent and Trademark Office and the United States Copyright Office in the manner prescribed by each office and all actions required under the laws of the state of organization of the relevant Credit Party with respect to the perfection of a security interest in such intangible property are undertakenOffice, the Collateral Agent, for the benefit of the Secured Parties, Security Agreement shall have constitute a fully perfected Lien on, and security interest in, all right, title and interest of the grantors thereunder Loan Parties in the U.S. Intellectual Property (as defined in the Security Agreement) to in which a security interest may be perfected by filing, recording or registering a security agreement, financing statement or analogous document in the fullest extent permitted by lawUnited States Patent and Trademark Office or the United States Copyright Office, as applicable, in each case subject prior and superior in right to no Liens any other than Permitted Liens 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 lien on registered trademarks, trademark applications and copyrights acquired by the grantors Loan Parties after the date hereofClosing Date). (c) Each Mortgage executed and delivered as of the Closing Date is, or, to the extent any Mortgage is duly executed and delivered thereafter by the relevant Credit Party, will be, effective to create, in favor of the Collateral Agent, for its benefit and the benefit of the Secured Parties, a legal, valid and enforceable first priority Lien on and security interest in all of the Credit 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 on Schedule 1.01(a) (or, in the case of any Mortgage executed and delivered after the date thereof in accordance with the provisions of Sections 5.11 and 5.12, when such Mortgage is filed in the offices specified in the local counsel opinion delivered with respect thereto in accordance with the provisions of Sections 5.11 and 5.12), the Mortgages shall constitute fully perfected Liens on, and security interests in, all right, title and interest of the Credit Parties in the Mortgaged Real Properties and the proceeds thereof, in each case prior and superior in right to any other person, other than Prior Lienswith respect to Liens permitted by Section 6.02. (d) Each Security Document (other than Mortgages) delivered pursuant to Section 5.11 and Section 5.12 will, upon execution and delivery thereof, be The Mortgages are effective to create create, subject to the exceptions listed in each title insurance policy covering such Mortgage, in favor of the Collateral Agent, for the ratable benefit of the Secured Parties, a legal, valid and enforceable Lien on all of the Credit Loan Parties’ ' right, title and interest in and to the Collateral thereunderMortgaged Properties thereunder and the proceeds thereof, and when such Security Document is the Mortgages are filed or recorded in the appropriate offices as may be required under applicable lawspecified on Schedule 1.01(b), such Security Document will the Mortgages shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Credit Loan Parties in such Security Agreement CollateralMortgaged Properties and the proceeds thereof, in each case subject prior and superior in right to no Liens any other Person, other than with respect to the applicable Permitted Liensrights of Persons pursuant to Liens expressly permitted by Section 6.02.

Security Documents. (a) The Pledge Agreement is effective to create in favor of the Collateral Agent, for the ratable benefit of the Secured Parties, a legal, valid and enforceable security interest (a) are required to be taken in connection with the pledge of capital stock of Foreign Subsidiaries. (b) The Security Agreement is effective to create in favor of the Collateral Agent, for the ratable benefit of the Secured Parties, a legal, valid and enforceable security interest in and Lien on the Collateral (as defined in the Security Agreement Collateral Agreement) 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) the Credit Parties have complied with Section 3.03 of the Security AgreementCertificate, the Security Agreement shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the grantors thereunder in such Collateral (other than (A) the Intellectual Property (as defined in the Security Agreement) and (B) 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 subject prior and superior in right to no Liens any other Person, other than Permitted Lienswith respect to Liens expressly permitted by Section 6.03. (bc) When the Security Agreement (including all schedules thereto) or a short-form thereof summary thereof) is filed in the United States Patent and Trademark Office and the United States Copyright Office in the manner prescribed by each office and all actions required under the laws of the state of organization of the relevant Credit Party with respect to the perfection of a security interest in such intangible property are undertakenOffice, the Collateral Agent, for the benefit of the Secured Parties, Security Agreement shall have constitute a fully perfected Lien on, and security interest in, all right, title and interest of the grantors thereunder Loan Parties in the U.S. Intellectual Property (as defined in the Security Agreement) to in which a security interest may be perfected by filing, recording or registering a security agreement, financing statement or analogous document in the fullest extent permitted by lawUnited States Patent and Trademark Office or the United States Copyright Office, as applicable, in each case subject prior and superior in right to no Liens any other than Permitted Liens 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 lien on registered trademarks, trademark applications and copyrights acquired by the grantors Loan Parties after the date hereof). (cd) Each Mortgage executed and delivered as of the Closing Date is, or, to the extent any Mortgage is duly executed and delivered thereafter by the relevant Credit Party, will be, The Mortgages are effective to create, in favor of the Collateral Agent, for its benefit and the benefit of the Secured Parties, a legal, valid and enforceable first priority Lien on and security interest in all of the Credit Parties’ right, title and interest in and subject to the Mortgaged Real Properties thereunder and the proceeds thereof, and when the Mortgages are filed in the offices specified on Schedule 1.01(a) (or, in the case of any Mortgage executed and delivered after the date thereof in accordance with the provisions of Sections 5.11 and 5.12, when such Mortgage is filed in the offices specified in the local counsel opinion delivered with respect thereto in accordance with the provisions of Sections 5.11 and 5.12), the Mortgages shall constitute fully perfected Liens on, and security interests in, all right, title and interest of the Credit Parties in the Mortgaged Real Properties and the proceeds thereof, exceptions listed in each case prior and superior in right to any other persontitle insurance policy covering such Mortgage, other than Prior Liens. (d) Each Security Document (other than Mortgages) delivered pursuant to Section 5.11 and Section 5.12 will, upon execution and delivery thereof, be effective to create in favor of the Collateral Agent, for the ratable benefit of the Secured Parties, a legal, valid and enforceable Lien on all of the Credit Loan Parties’ ' right, title and interest in and to the Collateral thereunderMortgaged Properties thereunder and the proceeds thereof, and when such Security Document is the Mortgages are filed or recorded in the appropriate offices as may be required under applicable lawspecified on Schedule 3.16(d), such Security Document will the Mortgages shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Credit Loan Parties in such Security Agreement CollateralMortgaged Properties and the proceeds thereof, in each case subject prior and superior in right to no Liens any other Person, other than with respect to the applicable Permitted Liensrights of Persons pursuant to Liens expressly permitted by Section 6.03.

Security Documents. (a) The Security Agreement is effective to create in favor of the Collateral Agent, Administrative Agent for the benefit of 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 Agreement Collateral (to the extent such perfection may be obtained under the New York law) and, when (i) financing statements and other filings in appropriate form are filed in the offices specified on Schedule 6 7 to the Perfection Certificate and (ii) upon the Credit Parties have complied with Section 3.03 taking of 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 such the Security Agreement Collateral (other than (A) the Intellectual Property (as defined in the Security Agreement) and (B) motor vehicles to the extent the UCC is not applicable to perfection and priority of 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 jurisdictionIntellectual Property and motor vehicles), in each case subject to no Liens other than Permitted Liens. (b) When the Security Agreement (including all schedules thereto) or a short-short form thereof is filed (including the payment of the appropriate fees) in the United States Patent and Trademark Office and the United States Copyright Office in the manner prescribed by each office and all actions required under the laws of the state of organization of the relevant Credit Party with respect to the perfection of a security interest in such intangible property are undertakenOffice, the Collateral Agent, for the benefit of the Secured Parties, Lien created by such Security Agreement shall have constitute a fully perfected Lien on, and security interest in, all right, title and interest of the grantors thereunder in the U.S. Intellectual Property (as defined in the such Security Agreement) to the fullest extent permitted by law), in each case subject to no Liens other than 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 perfect a Lien on registered trademarks, trademark applications and copyrights acquired by the grantors after the date hereof)Liens. (c) Each Mortgage executed and delivered as of the Closing Date is, or, to To the extent any Mortgage is duly executed and delivered thereafter after the Effective Date by the relevant Credit Loan Party, such Mortgage will be, be effective to create, in favor of the Collateral Administrative Agent, for its benefit and the benefit of 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) first priority Lien on and security interest in all of the Credit 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 on Schedule 1.01(a) (or, in the case of any Mortgage executed and delivered after the date thereof in accordance with the provisions of Sections 5.11 and 5.12, when such Mortgage is filed in the offices specified in the local counsel opinion delivered with respect thereto in accordance with the provisions of Sections 5.11 and 5.12), the Mortgages shall constitute fully perfected Liens on, and security interests in, all right, title and interest of the Credit Loan Parties in the Mortgaged Real Properties and the proceeds thereof, in each case prior and superior in right to any other personPerson, other than Prior LiensPermitted Liens having priority by operation of law. (d) Each Security Document (other than Mortgages) delivered pursuant to Section Sections 5.11 and Section 5.12 will, upon execution and delivery thereof, be effective to create in favor of the Collateral Administrative Agent, for the ratable benefit of 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 all of the Credit Loan Parties’ right, title and interest in and to the Collateral thereunderthereunder (to the extent such perfection may be obtained under the New York law), and when such Security Document is filed all (i) appropriate filings or recorded recordings are made in the appropriate offices as may be required under applicable lawApplicable Law, and (ii) 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) of the Collateral thereunder is obtained by the Administrative Agent to the extent required by Applicable Law, such Security Document will constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Credit Loan Parties in such Security Agreement Collateral, in each case subject to no Liens other than the applicable Permitted Liens.

Security Documents. (a) The Subject to Section 9.13, the Security Agreement and each other Security Document is effective to create in favor of the Collateral Agent, Agent (for the benefit of the Secured Parties, a legal, ) legal and valid and enforceable security interest in and Lien Liens on the Security Agreement Collateral and, described therein to the extent intended to be created thereby and required to be perfected therein; and when (i) financing statements and other filings in appropriate form are filed in the offices specified on Schedule 6 to the Perfection Certificate Security Agreement (or the analogous schedule or provision of such other Security Document, to the extent applicable), and (ii) the Credit Parties have complied with Section 3.03 of the Security Agreement, the Security Agreement shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the grantors thereunder in such Collateral (other than (A) the Intellectual Property (as defined in the Security Agreement) and (B) 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 subject to no Liens other than Permitted Liens. (b) When the or applicable IP Security Agreement (including all schedules thereto) or a short-form thereof is properly filed in the United States Patent and Trademark Office and or the United States Copyright Office in the manner prescribed by each office and all actions required under the laws of the state of organization of the relevant Credit Party with respect to the perfection of a security interest in such intangible property are undertakenOffice, the Collateral Agent, for the benefit of the Secured Parties, shall have a fully perfected Lien onas applicable, and security interest in, all right, title and interest of the grantors thereunder in the U.S. Intellectual Property (as defined Pledged Collateral described in the Security Agreement) Agreement is delivered to the fullest extent permitted by lawAdministrative Agent, in each case subject the Liens on the Collateral granted pursuant to no Liens other than Permitted Liens (it being understood that subsequent recordings in the United States Patent and Trademark Office Security Agreement and the United States Copyright Office may be necessary to perfect a Lien on registered trademarks, trademark applications and copyrights acquired by the grantors after the date hereof). (c) Each Mortgage executed and delivered as of the Closing Date is, or, to the extent any Mortgage is duly executed and delivered thereafter by the relevant Credit Party, other Security Documents will be, effective to create, in favor of the Collateral Agent, for its benefit and the benefit of the Secured Parties, a legal, valid and enforceable first priority Lien on and security interest in all of the Credit 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 on Schedule 1.01(a) (or, in the case of any Mortgage executed and delivered after the date thereof in accordance with the provisions of Sections 5.11 and 5.12, when such Mortgage is filed in the offices specified in the local counsel opinion delivered with respect thereto in accordance with the provisions of Sections 5.11 and 5.12), the Mortgages shall constitute fully perfected Liens on, and security interests in, all right, title and interest of the applicable Credit Parties Party in such Collateral in which (and to the Mortgaged Real Properties and extent) a security interest can be perfected under Article 9 of the proceeds thereofUniform Commercial Code, in each case prior to and superior in right to of the Lien of any other person, other than Prior Person (except for Permitted Liens. ) (d) Each Security Document (other than Mortgages) delivered pursuant it being understood that subsequent recordings in the United States Patent and Trademark Office or the United States Copyright Office may be necessary to Section 5.11 and Section 5.12 will, upon execution and delivery thereof, be effective to create in favor of the Collateral Agent, for the ratable benefit of the Secured Parties, perfect a legal, valid and enforceable Lien on all of the Credit Parties’ rightregistered trademarks, title patents and interest in industrial designs, trademark, patent and industrial design applications and registered copyrights acquired by and registered copyrights exclusively licensed to the Collateral thereunder, and when such Security Document is filed or recorded in the appropriate offices as may be required under applicable law, such Security Document will constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Credit Parties after the Closing Date). Notwithstanding anything herein (including this Section 8.14) or in any other Credit Document to the contrary, neither the Borrower nor any other Credit Party makes any representation or warranty as to the effects of perfection or non-perfection, the priority or the enforceability of any pledge of or security interest in any Equity Interests of any Foreign Subsidiary, or as to the rights and remedies of the Agents or any Lender with respect thereto, under foreign law except in the case of a Foreign Subsidiary that becomes a Guarantor with respect to the laws of the jurisdiction of organization or incorporation of such Security Agreement Collateral, in each case subject to no Liens other than the applicable Permitted LiensForeign Subsidiaries.

Security Documents. (a) The Pledge Agreement is effective to create 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 Pledge Agreement) and, when the Collateral is delivered to the Collateral Agent, the 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, in each case prior and superior in right to any other person. (b) The Security Agreement is effective to create in favor of the Collateral Agent, for the ratable benefit of the Secured Parties, a legal, valid and enforceable security interest in and Lien on the Collateral (as defined in the Security Agreement Collateral Agreement) 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) the Credit Parties have complied with Section 3.03 of the Security AgreementCertificate, the Security Agreement shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the grantors thereunder in such Collateral (other than (A) the Intellectual Property (Property, as defined in the Security Agreement) and (B) 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 subject to no Liens the extent such security interests can be so perfected by such filings, and prior and superior in right to any other person, other than Permitted Lienswith respect to Liens expressly permitted by Section 6.02. (bc) When the Security Agreement (including all schedules thereto) or a short-form thereof is filed in the United States Patent and Trademark Office and the United States Copyright Office in the manner prescribed by each office and all actions required under the laws of the state of organization of the relevant Credit Party with respect to the perfection of a security interest in such intangible property are undertakenOffice, the Collateral Agent, for the benefit of the Secured Parties, Security Agreement shall have constitute a fully perfected Lien on, and security interest in, all right, title and interest of the grantors thereunder in the U.S. Intellectual Property (as defined in the Security Agreement) to the fullest extent permitted by law), in each case subject to no Liens the extent such security interests can be so perfected by such filings, and prior and superior in right to any other than Permitted Liens 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 lien on registered trademarks, trademark applications and copyrights acquired by the grantors after the date hereof). (cd) Each Mortgage executed and delivered as of the Closing Date is, or, to the extent any Mortgage is duly executed and delivered thereafter by the relevant Credit Party, will be, effective to create, in favor of the Collateral Agent, for its benefit and the benefit of the Secured Parties, a legal, valid and enforceable first priority Lien on and security interest in all of the Credit Parties’ right, title and interest in and to the Mortgaged Real Properties thereunder and the proceeds thereof, and when the The Mortgages are filed in the offices specified on Schedule 1.01(a) (or, in the case of any Mortgage executed and delivered after the date thereof in accordance with the provisions of Sections 5.11 and 5.12, when such Mortgage is filed in the offices specified in the local counsel opinion delivered with respect thereto in accordance with the provisions of Sections 5.11 and 5.12), the Mortgages shall constitute fully perfected Liens on, and security interests in, all right, title and interest of the Credit Parties in the Mortgaged Real Properties and the proceeds thereof, in each case prior and superior in right to any other person, other than Prior Liens. (d) Each Security Document (other than Mortgages) delivered pursuant to Section 5.11 and Section 5.12 will, upon execution and delivery thereof, be effective to create in favor of the Collateral Agent, for the ratable benefit of the Secured Parties, a legal, valid and enforceable Lien on all of the Credit Parties’ ' right, title and interest in and to the Collateral thereunderMortgaged Property thereunder and the proceeds thereof, and when such Security Document is the Mortgages are filed or recorded in the appropriate offices as may be required under applicable law, such Security Document will constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Credit Parties in such Security Agreement Collateral, in each case subject to no Liens other than the applicable Permitted Liens.specified on Schedule 3.19

Security Documents. (a) The Security Agreement is effective to create in favor of the Collateral Agent, Agent for the benefit of the Secured PartiesCreditors, a legal, valid and enforceable security interest in and Lien on 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 Credit Parties have complied with Section 3.03 taking of possession or control by the Collateral 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 Collateral Agent to the extent possession or control by the Collateral Agent is required by the 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 such the Security Agreement Collateral (other than (A) the Intellectual Property Collateral (as defined in the Security Agreement) and (B) 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 subject to no Liens other than Permitted LiensLiens (it being understood that no representation is being made as to the perfection of any Lien or security interest under laws other than those of the United States or any state thereof). (ba) When the Security Agreement (including all schedules thereto) or a short-short form thereof is filed in the United States Patent and Trademark Office and the United States Copyright Office in the manner prescribed by each office and all actions required under the laws of the state of organization of the relevant Credit Party with respect to the perfection of a security interest in such intangible property are undertakenOffice, the Collateral Agent, for the benefit of the Secured Parties, Lien created by such Security Agreement shall have constitute a fully perfected Lien on, and security interest in, all right, title and interest of the grantors thereunder in the U.S. Intellectual Property Collateral (as defined in the such Security Agreement) to the fullest extent permitted by law), in each case subject to no Liens other than 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 perfect a Lien on registered trademarks, trademark applications and copyrights acquired by the grantors after the date hereof)Liens. (cb) Each Mortgage executed and delivered as of the Closing Date is, or, to the extent any Mortgage is duly executed and delivered thereafter by the relevant Credit Party, Obligor pursuant to Sections 9.12 and 9.13 will be, be effective to create, in favor of the Collateral Agent, for its benefit and the benefit of the Secured PartiesCreditors, a legal, valid and enforceable first priority Lien on and security interest in all of the Credit Parties’ Obligors' 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 on Schedule 1.01(a) (or, in the case of any Mortgage executed and delivered after the date thereof in accordance with the provisions of Sections 5.11 and 5.12, when such Mortgage is filed in the offices specified in the local counsel opinion delivered with respect thereto in accordance with the provisions of Sections 5.11 9.12 and 5.12)9.13, the Mortgages shall constitute fully perfected Liens on, and security interests in, all right, title and interest of the Credit Parties Obligors in the Mortgaged Real Properties and the proceeds thereof, in each case prior and superior in right to any other person, other than Prior LiensLiens reasonably acceptable to Collateral Agent. (dc) Each Security Document (other than Mortgages) delivered pursuant to Section 5.11 Sections 9.12 and Section 5.12 9.13 will, upon execution and delivery thereof, be effective to create in favor of the Collateral Agent, for the ratable benefit of the Secured PartiesCreditors, a legal, valid and enforceable security interest in and Lien on all of the Credit Parties’ Obligors' right, title and interest in and to the Collateral thereunder, and when such Security Document is filed all appropriate filings or recorded recordings are made in the appropriate offices as may be required under applicable lawlaw or the Collateral Agent obtains control of the Collateral, as applicable, such Security Document will constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Credit Parties Obligors in such Security Agreement Collateral, in each case subject to no Liens other than the applicable Permitted Liens.

Security Documents. (a) The U.S. Pledge Agreement is effective to create in favor of the U.S. Collateral Agent, for its benefit and the benefit of the Secured Creditors named therein, a legal, valid and enforceable security interest in the Collateral securing the Obligations having the priority set forth therein and, when such Collateral is delivered to the U.S. Collateral Agent, the U.S. Pledge Agreement shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the pledgor thereunder in such Collateral to the extent a security interest can be perfected by delivery of such Collateral. (b) [Reserved]. (c) The U.S. Security Agreement is effective to create in favor of the U.S. Collateral Agent, for its benefit and the benefit of the Secured PartiesCreditors named therein, a legal, valid and enforceable security interest in and Lien on the Security Agreement Collateral and, when securing the Obligations (i) financing statements and other filings in appropriate form are filed as defined in the offices specified on Schedule 6 to the Perfection Certificate and (ii) the Credit Parties have complied with Section 3.03 of the U.S. Security Agreement, ) having the Security Agreement shall constitute priority set forth therein and constitutes a fully perfected Lien on, and security interest in, all right, title and interest of the grantors thereunder in such Collateral (other than (A) the Intellectual Property (as defined in Property), to the Security Agreement) extent such Lien and (B) such Collateral in which a security interest cannot can be perfected under by the Uniform Commercial Code as in effect at filing of a financing statement pursuant to the relevant time in UCC or by possession or control by the relevant jurisdiction)U.S. Collateral Agent, in each case subject prior and superior in right to no Liens any other Person, other than with respect to Permitted Liens. (bd) When the The U.S. Security Agreement (including all schedules thereto) or a short-form thereof is filed in the United States Patent and Trademark Office and the United States Copyright Office in the manner prescribed by each office and all actions required under the laws of the state of organization of the relevant Credit Party with respect to the perfection of a security interest in such intangible property are undertaken, the Collateral Agent, for the benefit of the Secured Parties, shall have constitutes a fully perfected Lien on, and security interest in, all right, title and interest of the grantors thereunder Credit Parties in the U.S. Intellectual Property (as defined in which a security interest may be perfected by filing, recording or registering a security agreement, financing statement or analogous document in the Security Agreement) to United States Patent and Trademark Office or the fullest extent permitted by lawUnited States Copyright Office, in each case subject to no Liens other than Permitted Liens as applicable (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 grantors Credit Parties after the date hereofEffective Date). (c) Each Mortgage executed and delivered as of the Closing Date is, or, to the extent any Mortgage is duly executed and delivered thereafter by the relevant Credit Party, will be, effective to create, in favor of the Collateral Agent, for its benefit and the benefit of the Secured Parties, a legal, valid and enforceable first priority Lien on and security interest in all of the Credit 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 on Schedule 1.01(a) (or, in the case of any Mortgage executed and delivered after the date thereof in accordance with the provisions of Sections 5.11 and 5.12, when such Mortgage is filed in the offices specified in the local counsel opinion delivered with respect thereto in accordance with the provisions of Sections 5.11 and 5.12), the Mortgages shall constitute fully perfected Liens on, and security interests in, all right, title and interest of the Credit Parties in the Mortgaged Real Properties and the proceeds thereof, in each case prior and superior in right to any other person, Person other than Prior with respect to Permitted Liens. (de) Each Security Document (Subject to the filings, amendments, undertakings and other than Mortgages) delivered pursuant to actions set forth in Section 5.11 and Section 5.12 will7.19, upon execution and delivery thereof, be the security agreements entered into by the Canadian Credit Parties are effective to create in favor of the Collateral Canadian Administrative Agent, for its benefit and the ratable benefit of the Secured PartiesCreditors named in the applicable security agreement, a legal, valid and enforceable security interest in the Collateral securing the Obligations (as defined in the each applicable security agreement) having the priority set forth therein and, upon the taking of possession or control by the Canadian Administrative Agent of any such Collateral in which a security interest may be perfected only by possession or control (which possession or control shall be given to the Canadian Administrative Agent to the extent possession or control by the Canadian Administrative Agent is required by any Security Document), the Canadian Administrative Agent, constitutes a fully perfected Lien on on, and security interest in, all of the Credit Parties’ right, title and interest of the grantors thereunder in and such Collateral, to the Collateral thereunderextent such Lien and security interest can be perfected by the filing of a financing statement pursuant to the UCC or by possession or control by the Canadian Administrative Agent, in each case prior and when such superior in right to any other Person, other than with respect to Permitted Liens. (f) subject to the filings, amendments, undertakings and other actions set forth in Section 7.19, each Euro Security Document is filed effective to create in favor of the Euro Collateral Agent, for the benefit of the Secured Creditors named therein, a legal, valid and enforceable security interest in the assets purported to be encumbered thereby having the priority set forth therein and, when (x) all appropriate filings, notices or recorded recordings are made in the appropriate offices offices, corporate records or with the appropriate Persons as may be required under applicable lawlaws and/or any Euro Security Document, (y) upon the taking of possession or control by the Euro Collateral Agent of any such Collateral in which a security interest may be perfected only by possession or control (which possession or control shall be given to the Euro Collateral Agent to the extent possession or control by the Euro Collateral Agent is required by any Euro Security Document) and (z) any further action required under Section 7.14 are taken, each Euro Security Document will shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Credit Parties grantors thereunder in such Security Agreement Collateral, in each case subject prior and superior in right to no Liens any other Person, other than the applicable with respect to Permitted Liens.

Security Documents. (a) The provisions of the Security Agreement is are effective to create in favor of the Collateral Agent, for the benefit of the Secured PartiesCreditors, a legal, valid and enforceable security interest in and Lien on 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) the Credit Parties have complied with Section 3.03 of the Security Agreement, the Security Agreement shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the grantors thereunder in such Collateral (other than (A) the Intellectual Property (as defined in the Security Agreement) and (B) 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 subject to no Liens other than Permitted Liens. (b) When the Security Agreement (including all schedules thereto) or a short-form thereof is filed in the United States Patent and Trademark Office and the United States Copyright Office in the manner prescribed by each office and all actions required under the laws of the state of organization of the relevant Credit Party with respect to the perfection of a security interest in such intangible property are undertaken, 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 grantors thereunder in the U.S. Intellectual Property (as defined in the Security Agreement) to the fullest extent permitted by law, in each case subject to no Liens other than 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 perfect a Lien on registered trademarks, trademark applications and copyrights acquired by the grantors after the date hereof). (c) Each Mortgage executed and delivered as of the Closing Date is, or, to the extent any Mortgage is duly executed and delivered thereafter by the relevant Credit Party, will be, effective to create, in favor of the Collateral Agent, for its benefit and the benefit of the Secured Parties, a legal, valid and enforceable first priority Lien on and security interest in all of the Credit 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 on Schedule 1.01(a) (or, in the case of any Mortgage executed and delivered after the date thereof in accordance with the provisions of Sections 5.11 and 5.12, when such Mortgage is filed in the offices specified in the local counsel opinion delivered with respect thereto in accordance with the provisions of Sections 5.11 and 5.12), the Mortgages shall constitute fully perfected Liens on, and security interests in, all right, title and interest of the Credit Parties in all of the Mortgaged Real Properties Security Agreement Collateral described therein, and the proceeds thereofCollateral Agent, for the benefit of the Secured Creditors, has upon (i) the timely and proper filing of financing statements listing each applicable Credit Party, as a debtor, and the Collateral Agent, as secured party, in the secretary of state’s office (or other similar governmental entity) of the jurisdiction of organization of such Credit Party, (ii) sufficient identification of commercial tort claims, (iii) execution of a control agreement establishing the Collateral Agent’s “control” (within the meaning of the New York Uniform Commercial Code) with respect to any deposit account, (iv) the recordation of the Grant of Security Interest in U.S. Patents, if applicable, and the Grant of Security Interest in U.S. Trademarks, if applicable, in the respective form attached to the Security Agreement, in each case prior in the United States Patent and superior Trademark Office and (v) the Grant of Security Interest in right U.S. Copyrights, if applicable, in the form attached to any the Security Agreement with the United States Copyright Office, a perfected security interest (to the extent the foregoing measures perfect such security interest) in all right, title and interest in all of the Security Agreement Collateral described therein, subject to no other person, Liens other than Prior LiensPermitted Liens (it being understood that the Permitted Liens described in clauses (ii), (iii) and (iv) of Section 10.01 are subject to the terms of the Intercreditor Agreement). (db) Each Security Document (other than Mortgages) delivered pursuant to Section 5.11 and Section 5.12 will, upon execution and delivery thereof, be effective to create The security interests created under the Pledge Agreement in favor of the Collateral Agent, as Pledgee, for the ratable benefit of the Secured PartiesCreditors, constitute perfected security interests in all Pledge Agreement Collateral described in the Pledge Agreement, subject to no security interests of any other Person (other than, subject to the terms of the Intercreditor Agreement, Permitted Liens described in clauses (ii), (iii) or (iv) of Section 10.01(d)). (c) If applicable, each Mortgage creates, as security for the obligations purported to be secured thereby, a legal, valid and enforceable Lien on all of and, upon recordation in the Credit Parties’ right, title and appropriate recording office perfected security interest in and to mortgage lien on the respective Mortgaged Property in favor of the Collateral thereunder, and when Agent (or such Security Document is filed or recorded in the appropriate offices other trustee as may be required or desired under applicable local law), such Security Document will constitute a fully perfected Lien onfor the benefit of the Secured Creditors, superior and prior to the rights of all third Persons (except that the security interest in, all right, title and interest of mortgage lien created on such Mortgaged Property may be subject to the Credit Parties in such Security Agreement Collateral, in each case Permitted Encumbrances related thereto) and subject to no other Liens (other than Permitted Encumbrances related thereto (it being understood that the applicable Permitted LiensLiens described in clauses (ii), (iii) or (iv) of Section 10.01(d) are subject to the terms of the Intercreditor Agreement)).

Security Documents. (a) The Security Agreement is Documents are effective to create in favor of the Collateral Administrative Agent, for the benefit of the Secured PartiesLenders, a legal, valid and enforceable security interest in the Collateral described therein and Lien on proceeds thereof. In the Security Agreement Collateral andcase of the Pledged Stock described in the Pledge Agreement, when stock certificates representing such Pledged Stock are delivered to the Administrative Agent (i) or its designee or bailee), and in the case of the other Collateral described in the Collateral Agreement Security Documents, when financing statements and other filings specified on Schedule 3.12(a) in appropriate form are filed in the offices specified on Schedule 6 to 3.12(a) and the Perfection Certificate and (ii) the Credit Parties have complied with Section 3.03 filing of the Intellectual Property Security AgreementAgreement is made in the U.S. Patent and Trademark Office within three months of the date hereof and in the U.S. Copyright Office within one month of the date hereof against the U.S. issued registrations and applications for the U.S. Intellectual Property included in the Collateral (provided that the registration of unregistered copyrights in the U.S. Copyright Office may be required in order to perfect the Lien therein), the Security Agreement Documents shall constitute a perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral (provided, however, that subsequent recordations in the U.S. Parent and Trademark Office and the U.S. Copyright Office, as applicable, may be necessary to perfect the security interest in issued registrations and applications for other U.S. Intellectual Property acquired by a Group Member after the date hereof) and the proceeds thereof, as security for the Obligations (as defined in the Security Documents), in each case prior and superior in right to any other Person (with respect to Intellectual Property rights to the extent such perfection and priority may be achieved by filings made in the U.S. Patent and Trademark Office and the U.S. Copyright Office), except for Liens securing the Exit Facility and Liens permitted under Section 6.3 which arise by operation of law. Notwithstanding the foregoing, the taking of actions outside the U.S. may be required in order to perfect the Lien in Intellectual Property included in the Collateral which is protected under non-U.S. law. (b) 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 when the Mortgages are filed in the offices specified on Schedule 3.12(b), each such Mortgage shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the grantors thereunder Loan Parties in such Collateral (other than (A) the Intellectual Property Mortgaged Properties and the proceeds thereof, as security for the Guarantee Obligations (as defined in the Security Agreement) and (B) 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 jurisdictionMortgage), in each case subject to no Liens other than Permitted Liens. (b) When the Security Agreement (including all schedules thereto) or a short-form thereof is filed in the United States Patent and Trademark Office and the United States Copyright Office in the manner prescribed by each office and all actions required under the laws of the state of organization of the relevant Credit Party with respect to the perfection of a security interest in such intangible property are undertaken, 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 grantors thereunder in the U.S. Intellectual Property (as defined in the Security Agreement) to the fullest extent permitted by law, in each case subject to no Liens other than 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 perfect a Lien on registered trademarks, trademark applications and copyrights acquired by the grantors after the date hereof). (c) Each Mortgage executed and delivered as of the Closing Date is, or, to the extent any Mortgage is duly executed and delivered thereafter by the relevant Credit Party, will be, effective to create, in favor of the Collateral Agent, for its benefit and the benefit of the Secured Parties, a legal, valid and enforceable first priority Lien on and security interest in all of the Credit 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 on Schedule 1.01(a) (or, in the case of any Mortgage executed and delivered after the date thereof in accordance with the provisions of Sections 5.11 and 5.12, when such Mortgage is filed in the offices specified in the local counsel opinion delivered with respect thereto in accordance with the provisions of Sections 5.11 and 5.12), the Mortgages shall constitute fully perfected Liens on, and security interests in, all right, title and interest of the Credit Parties in the Mortgaged Real Properties and the proceeds thereof, in each case prior and superior in right to any other personPerson, other than Prior Liensexcept for Liens securing the Exit Facility and Liens permitted under Section 6.3 which arise by operation of law. (d) Each Security Document (other than Mortgages) delivered pursuant to Section 5.11 and Section 5.12 will, upon execution and delivery thereof, be effective to create in favor of the Collateral Agent, for the ratable benefit of the Secured Parties, a legal, valid and enforceable Lien on all of the Credit Parties’ right, title and interest in and to the Collateral thereunder, and when such Security Document is filed or recorded in the appropriate offices as may be required under applicable law, such Security Document will constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Credit Parties in such Security Agreement Collateral, in each case subject to no Liens other than the applicable Permitted Liens.

Security Documents. (a) The Security Agreement is Documents are effective to create in favor of the Collateral Agent, Agent for the benefit of the Secured Parties, a legal, valid and enforceable Liens on, and security interest in and Lien on 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 Credit Parties have complied with Section 3.03 taking of possession or control by the Collateral 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 Collateral Agent to the extent possession or control by the Collateral Agent is required by each Security Agreement), the Liens created by the Security Agreement Documents shall constitute a fully perfected Lien Liens on, and security interest interests in, all right, title and interest of the grantors thereunder in such the Security Agreement Collateral (other than (A) the Intellectual Property Collateral (as defined in the Security Agreement) and (B) such Security Agreement Collateral in which a security interest cannot be perfected under the Uniform Commercial Code UCC as in effect at the relevant time in the relevant jurisdiction), in each case subject to no Liens other than Permitted Collateral Liens. (b) When the Security Agreement (including all schedules thereto) or a short-short form thereof is filed in the United States Patent and Trademark Office and the United States Copyright Office in the manner prescribed by each office and all actions required under the laws of the state of organization of the relevant Credit Party with respect to the perfection of a security interest in such intangible property are undertakenOffice, the Collateral Agent, for the benefit of the Secured Parties, Liens created by such Security Agreement shall have a constitute fully perfected Lien Liens on, and security interest interests in, all right, title and interest of the grantors thereunder in the U.S. Intellectual Property Collateral (as defined in the such Security Agreement) to the fullest extent permitted by law), in each case subject to no Liens other than 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 perfect a Lien on registered trademarks, trademark applications and copyrights acquired by the grantors after the date hereof)Collateral Liens. (c) Each Mortgage executed and delivered as of the Closing Date is, or, to the extent any Mortgage is duly executed and delivered thereafter by the relevant Credit Party, will be, effective to create, in favor of the Collateral Agent, for its benefit and the benefit of the Secured Parties, a subject only to Permitted Collateral Liens or other Liens acceptable to the Collateral Agent, legal, valid and enforceable first priority Lien on Liens on, and security interest in interests in, all of the Credit Loan Parties’ ' right, title and interest in and to the Mortgaged Real Properties thereunder and the proceeds thereof, and when the Mortgages are filed recorded in the offices specified on Schedule 1.01(a1.01(c) and upon the filing of the financing statements relating to fixtures in the offices specified on Schedule 1.01(c) (if Schedule 1.01(c) indicates that such filing is necessary) (or, in the case of any Mortgage executed and delivered after the date thereof in accordance with the provisions of Sections 5.11 and 5.12, when such Mortgage is filed recorded in the offices specified in the local counsel opinion delivered with respect thereto in accordance with the provisions of Sections 5.11 and 5.125.12 and upon the filing of the financing statements relating to fixtures in the offices specified in the local counsel opinion delivered with respect thereto, to the extent that such local counsel opinion indicates that such filings are necessary to perfect liens in fixtures), the Mortgages such Security Documents shall constitute fully perfected Liens on, and security interests in, all right, title and interest of the Credit 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 Prior LiensLiens permitted by this Section 3.20(c). (d) Each Security Document (other than Mortgages) delivered pursuant to Section Sections 5.11 and Section 5.12 will, upon execution and delivery thereof, be effective to create in favor of the Collateral Agent, for the ratable benefit of the Secured Parties, a legal, valid and enforceable Lien on Liens on, and security interests in, all of the Credit Loan Parties’ ' right, title and interest in and to the Collateral thereunder, and when such Security Document is filed all appropriate filings or recorded recordings are made in the appropriate offices identified in Schedule 6 to the Perfection Certificate and as may otherwise be required under applicable law, such Security Document will constitute a fully perfected Lien Liens on, and security interest interests in, all right, title and interest of the Credit Loan Parties in such Security Agreement Collateral, to the extent perfection can be obtained by filing UCC financing statements, other than with respect to Intellectual Property, in which 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 or equivalent foreign office, as applicable, in each case subject to no Liens other than the applicable Permitted Collateral Liens.

Security Documents. (a) The Pledge Agreement is effective to create 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 Pledge Agreement) and, when the Collateral is delivered to the Collateral Agent, the 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, in each case prior and superior in right to any other person. (b) The Security Agreement is effective to create in favor of the Collateral Agent, for the ratable benefit of the Secured Parties, a legal, valid and enforceable security interest in and Lien on the Collateral (as defined in the Security Agreement Collateral Agreement), to the extent that a security interest can be created in such property under the Uniform Commercial Code, 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) the Credit Parties have complied with Section 3.03 of the Security AgreementCertificate, the Security Agreement shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the grantors thereunder in such Collateral (other than (A) as expressly set forth in the Security Agreement and the Intellectual Property (Property, as defined in the Security Agreement) and (B) such Collateral in which ), to the extent that a security interest cannot may be perfected by filing under the Uniform Commercial Code as in effect at the relevant time in the relevant jurisdiction)Code, in each case subject prior and superior in right to no Liens any other person, other than Permitted Lienswith respect to Liens expressly permitted by Section 6.02. (bc) When the Security Agreement (including all schedules thereto) or a short-form thereof is filed in the United States Patent and Trademark Office and the United States Copyright Office and the filings in the manner prescribed by each office and all actions required under the laws of the state of organization of the relevant Credit Party with respect to the perfection of a security interest in such intangible property are undertakenparagraph (b) have been made, the Collateral Agent, for the benefit of the Secured Parties, Security Agreement shall have constitute a fully perfected Lien on, and security interest in, all right, title and interest of the grantors thereunder in the U.S. Intellectual Property (as defined in the Security Agreement) to the fullest extent permitted by law), in each case subject prior and superior in right to no Liens any other than Permitted Liens 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 lien on registered trademarks, trademark applications and copyrights acquired by the grantors after the date hereof). (c) Each Mortgage executed and delivered as of the Closing Date is, or, subject to the extent any Mortgage is duly executed and delivered thereafter Liens permitted by the relevant Credit Party, will be, effective to create, in favor of the Collateral Agent, for its benefit and the benefit of the Secured Parties, a legal, valid and enforceable first priority Lien on and security interest in all of the Credit 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 on Schedule 1.01(a) (or, in the case of any Mortgage executed and delivered after the date thereof in accordance with the provisions of Sections 5.11 and 5.12, when such Mortgage is filed in the offices specified in the local counsel opinion delivered with respect thereto in accordance with the provisions of Sections 5.11 and 5.12), the Mortgages shall constitute fully perfected Liens on, and security interests in, all right, title and interest of the Credit Parties in the Mortgaged Real Properties and the proceeds thereof, in each case prior and superior in right to any other person, other than Prior LiensSection 6.02. (d) Each Security Document (other than Mortgages) delivered pursuant to Section 5.11 and Section 5.12 will, upon execution and delivery thereof, be The Mortgages are effective to create in favor of the Collateral Agent, for the ratable benefit of the Secured Parties, a legal, valid and enforceable Lien on all of the Credit Loan Parties’ ' right, title and interest in and to the Collateral thereunderMortgaged Property thereunder and the proceeds thereof, and when such Security Document is the Mortgages are filed or recorded in the appropriate offices as may be required under applicable law, such Security Document will constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Credit Parties in such Security Agreement Collateral, in each case subject to no Liens other than the applicable Permitted Liens.specified on Schedule 3.19

Security Documents. (a) The Security Pledge Agreement is effective to create in favor of the Collateral Administrative Agent, for the ratable benefit of the Secured Parties, a legal, valid and enforceable security interest in all right, title and Lien on interest of the Security Agreement Loan Parties that are party thereto in the Pledged Collateral (as defined in the Pledge Agreement) and, when (i) financing statements certificates and other filings instruments evidencing any portion of such Pledged Collateral, duly indorsed in appropriate form blank, are filed in the offices specified on Schedule 6 delivered to the Perfection Certificate and (ii) Existing Credit Facility Administrative Agent, as bailee for the Credit Parties have complied Administrative Agent in accordance with Section 3.03 the terms of the Security Intercreditor Agreement, the Security security interest created by the Pledge Agreement shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the grantors thereunder Loan Parties that are party thereto in such portion of the Pledged Collateral evidenced by certificates or other instruments, in each case prior and superior in right to any Lien in favor of any other Person that is prohibited hereunder. (other than b) (Ai) The Security Agreement is effective to create in favor of the Intellectual Property Administrative Agent, for the ratable benefit of the Secured Parties, a legal, valid and enforceable security interest in all right, title and interest of the Loan Parties in the Collateral (as defined in the Security Agreement) and, (ii) when financing statements in appropriate form are filed in the offices specified on Schedule 2 to the Perfection Certificate, the security interest created by the Security Agreement shall constitute a perfected Lien on, and security interest in, all right, title and interest of the Loan Parties party thereto in such Collateral (B) other than the Intellectual Property and other than any portion of such Collateral in which a security interest cannot be perfected by filing a financing statement under the Uniform Commercial Code as in effect at the relevant time in the relevant jurisdiction), in each case subject prior and superior in right to no Liens other than Permitted Liensany Lien granted in favor of any Person that is prohibited hereunder. (bc) When the filings in clause (b)(ii) above are made and when each Patent Security Agreement (including all schedules thereto) or a short-form thereof and Trademark Security Agreement is filed in the United States Patent and Trademark Office and each Copyright Security Agreement is filed in the United States Copyright Office in Office, the manner prescribed by each office and all actions required under the laws of the state of organization of the relevant Credit Party with respect to the perfection of a security interest in created by such intangible property are undertakenPatent Security Agreement, Trademark Security Agreement or Copyright Security Agreement, as the Collateral Agent, for the benefit of the Secured Partiescase may be, shall have constitute a fully perfected Lien on, and security interest in, all right, title and interest of the grantors thereunder Loan Parties party thereto in the U.S. Intellectual Property (as defined described therein in the Security Agreement) to the fullest extent permitted which a security interest may be perfected by lawfiling, in each case subject to no Liens other than Permitted Liens (it being understood that subsequent recordings recording or registering a security agreement, financing statement or analogous document in the United States Patent and Trademark Office and or the United States Copyright Office may be necessary to perfect a Lien on registered trademarksOffice, trademark applications and copyrights acquired by the grantors after the date hereof). (c) Each Mortgage executed and delivered as of the Closing Date is, or, to the extent any Mortgage is duly executed and delivered thereafter by the relevant Credit Party, will be, effective to create, in favor of the Collateral Agent, for its benefit and the benefit of the Secured Parties, a legal, valid and enforceable first priority Lien on and security interest in all of the Credit 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 on Schedule 1.01(a) (or, in the case of any Mortgage executed and delivered after the date thereof in accordance with the provisions of Sections 5.11 and 5.12, when such Mortgage is filed in the offices specified in the local counsel opinion delivered with respect thereto in accordance with the provisions of Sections 5.11 and 5.12), the Mortgages shall constitute fully perfected Liens on, and security interests in, all right, title and interest of the Credit Parties in the Mortgaged Real Properties and the proceeds thereofapplicable, in each case prior and superior in right to any other person, other than Prior Liens. (d) Each Security Document (other than Mortgages) delivered pursuant to Section 5.11 and Section 5.12 will, upon execution and delivery thereof, be effective to create Lien granted in favor of the Collateral Agent, for the ratable benefit of the Secured Parties, a legal, valid and enforceable Lien on all of the Credit Parties’ right, title and interest in and to the Collateral thereunder, and when such Security Document any Person that is filed or recorded in the appropriate offices as may be required under applicable law, such Security Document will constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Credit Parties in such Security Agreement Collateral, in each case subject to no Liens other than the applicable Permitted Liensprohibited hereunder.

Security Documents. (a) The Pledge Agreement is effective to create 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 Pledge Agreement) and, when the Collateral is delivered to the Collateral Agent or financing statements are filed (covering certificated securities), the Pledge Agreement shall constitute a fully perfected first priority Lien on, and security interest in, all right, title and interest of the pledgor thereunder in such Collateral, in each case prior and superior in right to any other Person. (b) The Security Agreement is effective to create in favor of the Collateral Agent, for the ratable benefit of the Secured Parties, a legal, valid and enforceable security interest in and Lien on the Collateral (as defined in the Security Agreement Collateral Agreement) 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) the Credit Parties have complied with Section 3.03 of the Security AgreementCertificate, the Security Agreement shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the grantors thereunder in such Collateral (other than (A) the Intellectual Property (as defined in the Security Agreement) and (B) 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 subject prior and superior in right to no Liens any other Person, other than Permitted Lienswith respect to Liens expressly permitted by Section 6.02. (bc) When the Security Agreement (including all schedules thereto) or a short-form thereof is filed in the United States Patent and Trademark Office and the United States Copyright Office in the manner prescribed by each office and all actions required under the laws of the state of organization of the relevant Credit Party with respect to the perfection of a security interest in such intangible property are undertakenOffice, the Collateral Agent, for the benefit of the Secured Parties, Security Agreement shall have constitute a fully perfected Lien on, and security interest in, all right, title and interest of the grantors thereunder Loan Parties in the U.S. Intellectual Property (as defined in the Security Agreement) to in which a security interest may be perfected by filing, recording or registering a security agreement, financing statement or analogous document in the fullest extent permitted by lawUnited States Patent and Trademark Office or the United States Copyright Office, as applicable, in each case subject prior and superior in right to no Liens any other Person other than Permitted Liens expressly permitted by Section 6.02 (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 grantors Loan Parties after the date hereof).. 72 (cd) Each Mortgage executed and delivered as of the Closing Date is, or, to the extent any Mortgage is duly executed and delivered thereafter by the relevant Credit Party, will be, The Mortgages are effective to create, in favor of the Collateral Agent, for its benefit and the benefit of the Secured Parties, a legal, valid and enforceable first priority Lien on and security interest in all of the Credit Parties’ right, title and interest in and subject to the Mortgaged Real Properties thereunder and the proceeds thereof, and when the Mortgages are filed in the offices specified on Schedule 1.01(a) (or, in the case of any Mortgage executed and delivered after the date thereof in accordance with the provisions of Sections 5.11 and 5.12, when such Mortgage is filed in the offices specified in the local counsel opinion delivered with respect thereto in accordance with the provisions of Sections 5.11 and 5.12), the Mortgages shall constitute fully perfected Liens on, and security interests in, all right, title and interest of the Credit Parties in the Mortgaged Real Properties and the proceeds thereof, exceptions listed in each case prior and superior in right to any other persontitle insurance policy covering such Mortgage, other than Prior Liens. (d) Each Security Document (other than Mortgages) delivered pursuant to Section 5.11 and Section 5.12 will, upon execution and delivery thereof, be effective to create in favor of the Collateral Agent, for the ratable benefit of the Secured Parties, a legal, valid and enforceable Lien on all of the Credit Loan Parties’ ' right, title and interest in and to the Collateral thereunderMortgaged Properties thereunder and the proceeds thereof, and when such Security Document is the Mortgages are filed or recorded in the appropriate offices as may be required under applicable lawoffices, such Security Document will the Mortgages shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Credit Loan Parties in such Security Agreement CollateralMortgaged Properties and the proceeds thereof, in each case subject prior and superior in right to no Liens any other Person, other than with respect to the applicable Permitted Liensrights of Persons pursuant to Liens expressly permitted by Section 6.02.

Security Documents. (a) The Security Agreement is effective Issuers shall have furnished to create in favor of the Collateral Agent, for the benefit of the Secured Parties, a legal, valid and enforceable security interest in and Lien on Initial Purchaser the Security Agreement Collateral andDocuments duly executed by the respective Grantors party thereto, 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) the Credit Parties have complied with Section 3.03 of the Security Agreement, the Security Agreement shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the grantors thereunder in such Collateral (other than together with: (A) the Intellectual Property (as defined proper financing statements, each in the Security Agreement) and (B) such Collateral in which a security interest cannot form to be perfected filed on the Closing Date under the Uniform Commercial Code of all jurisdictions that may be deemed necessary or desirable in order to perfect the Liens created by the Security Documents, covering the Collateral and naming the Secured Party as in effect at secured party, which financing statements shall be so filed on the relevant time in the relevant jurisdiction), in each case subject to no Liens other than Permitted Liens.Closing Date; (bB) When the Security Agreement (including all schedules thereto) or a short-form thereof is proper instruments to be filed in the United States U.S. Patent and Trademark Office that may be deemed desirable in order to perfect the liens granted on trademarks, which liens have been created by the Security Documents; (C) contemplated requests for information and the United States Copyright Office lien search results, listing all effective financing statements filed as of a recent date in the manner prescribed by each office and all actions required under the laws jurisdictions referred to in Section 9(a)(xiii)(A) that name any of the state Majestic Entities as debtor, together with copies of organization such financing statements (none of the relevant Credit Party with respect to the perfection of a security interest in such intangible property are undertaken, which shall cover 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 grantors thereunder in the U.S. Intellectual Property (as defined described in the Security AgreementDocuments); (D) copies of duly executed payoff letters, UCC-3 termination statements, mortgage releases, intellectual property releases and other collateral releases and terminations, each in form and substance satisfactory to the fullest extent permitted by law, in Initial Purchaser evidencing the release of each case subject to no item of Collateral and the termination of all Liens thereon (other than Permitted Liens (it being understood that subsequent recordings in created by the United States Patent and Trademark Office Indenture and the United States Copyright Office may Security Documents), and each such payoff letter, release and termination shall be necessary to perfect a Lien on registered trademarks, trademark applications in full force and copyrights acquired by the grantors after the date hereof)effect. (cE) Each Mortgage bailee letters and landlord waivers, in form and substance reasonably satisfactory to the Initial Purchaser, executed by the Issuers or the appropriate Grantors for delivery to each of the persons specified in the Security Documents as holding Collateral; (F) the original membership interest certificates and delivered as stock certificates pledged to the Secured Party pursuant to the Security Documents, together with undated stock powers or endorsements duly executed in blank in connection therewith; (G) mortgages (including vessel mortgages and ship mortgages), assignments of rents and leases, and fixture filings in form and substance approved by the Initial Purchaser, to be recorded on the Closing Date isin all jurisdictions that may be deemed necessary or desirable in order to perfect the liens created by the Security Documents, orcovering the Collateral, which mortgages, assignments of rents and leases, and fixture filings shall be so recorded on the Closing Date; (H) irrevocable commitment by a title insurance company approved by the Initial Purchaser in the Initial Purchaser's reasonable discretion to issue one or more lender's policies of title insurance insuring the liens created by the Security Documents, subject only to those title matters and exceptions approved by the Initial Purchaser, together with fully executed reinsurance agreements in form and substance approved by the Initial Purchaser, providing for reinsurance in the amounts required by the Initial Purchaser with title insurance companies approved by the Initial Purchaser; and (I) any other documents required to be delivered to the extent any Mortgage is duly executed Secured Party pursuant to the Security Documents and delivered thereafter reasonable evidence that all other actions necessary or desirable to perfect and protect the Liens created by the relevant Credit Party, will be, effective to create, in favor of the Collateral Agent, for its benefit and the benefit of the Secured Parties, a legal, valid and enforceable first priority Lien on and security interest in all of the Credit 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 on Schedule 1.01(a) (or, in the case of any Mortgage executed and delivered after the date thereof in accordance with the provisions of Sections 5.11 and 5.12, when such Mortgage is filed in the offices specified in the local counsel opinion delivered with respect thereto in accordance with the provisions of Sections 5.11 and 5.12), the Mortgages shall constitute fully perfected Liens on, and security interests in, all right, title and interest of the Credit Parties in the Mortgaged Real Properties and the proceeds thereof, in each case prior and superior in right to any other person, other than Prior LiensSecurity Documents have been taken. (d) Each Security Document (other than Mortgages) delivered pursuant to Section 5.11 and Section 5.12 will, upon execution and delivery thereof, be effective to create in favor of the Collateral Agent, for the ratable benefit of the Secured Parties, a legal, valid and enforceable Lien on all of the Credit Parties’ right, title and interest in and to the Collateral thereunder, and when such Security Document is filed or recorded in the appropriate offices as may be required under applicable law, such Security Document will constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Credit Parties in such Security Agreement Collateral, in each case subject to no Liens other than the applicable Permitted Liens.

Security Documents. (a) A. The Security Pledge Agreement is effective to create in favor of the Collateral Agent, for the ratable benefit of the Secured Parties, a legal, valid and enforceable security interest in and Lien on the Security Agreement Collateral (as defined in the Pledge Agreement) and, when such Collateral is delivered to Collateral Agent, the Pledge Agreement shall 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, except as otherwise recited in such Agreement. B. The Security Agreement is effective to create in favor of Collateral Agent, for the ratable benefit of the Secured Parties, a legal, valid and enforceable security interest in the Collateral (ias defined in the Security Agreement) and, when financing statements and other filings in appropriate form are filed in the offices specified on Schedule 6 to the Perfection Certificate and (ii) the Credit Parties have complied with Section 3.03 of the Security AgreementCertificate, the Security Agreement shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the grantors thereunder in such Collateral (other than (A) Collateral, to the Intellectual Property (as defined in the Security Agreement) and (B) such Collateral in which extent that a security interest cannot can be perfected under 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 as or other applicable law in effect at the relevant time in the relevant such jurisdiction), in each case subject prior and superior in right to no Liens any other Person, other than Permitted Lienswith respect to Liens expressly permitted by subsection 6.2. (b) C. When the Security Agreement (including all schedules thereto) or a short-form thereof is filed in the United States Patent and Trademark Office and the United States Copyright Office in the manner prescribed by each office and all actions required under the laws of the state of organization of the relevant Credit Party with respect to the perfection of a security interest in such intangible property are undertakenOffice, the Collateral Agent, for the benefit of the Secured Parties, Security Agreement shall have constitute a fully perfected Lien on, and security interest in, all right, title and interest of the grantors thereunder Loan Parties in the U.S. Intellectual Property (as defined in the Security Agreement) to in which a security interest may be perfected by filing, recording or registering a security agreement, financing statement or analogous document in the fullest extent permitted by lawUnited States Patent and Trademark Office or the United States Copyright Office, as applicable, in each case subject prior and superior in right to no Liens any other Person other than Permitted Liens expressly permitted by subsection 6.2 (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 grantors Loan Parties after the date hereof). (c) Each Mortgage executed and delivered as of the Closing Date is, or, to the extent any Mortgage is duly executed and delivered thereafter by the relevant Credit Party, will be, D. The Mortgages are effective to create, subject to the exceptions listed in each title insurance policy covering such Mortgage, in favor of the Collateral Agent, for its benefit and the benefit of the Secured Parties, a legal, valid and enforceable first priority Lien on and security interest in all of the Credit Parties’ applicable mortgagor's 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 on Schedule 1.01(a) (or, in the case of any Mortgage executed M and delivered after the date thereof in accordance with the provisions of Sections 5.11 and 5.12, when such Mortgage is filed in the offices specified in the local counsel opinion delivered with respect thereto in accordance with the provisions of Sections 5.11 and 5.12)Schedule M-1, the Mortgages Lien created by each Mortgage shall constitute fully a perfected Liens on, and security interests in, Lien on all right, title and interest of the Credit Parties applicable mortgagor in the such Mortgaged Real Properties and the proceeds thereof, in each case prior and superior in right to any other personPerson, other than Prior Liens. (d) Each Security Document (other than Mortgages) delivered with respect to the rights of Persons pursuant to Section 5.11 and Section 5.12 will, upon execution and delivery thereof, be effective to create in favor of the Collateral Agent, for the ratable benefit of the Secured Parties, a legal, valid and enforceable Lien on all of the Credit Parties’ right, title and interest in and to the Collateral thereunder, and when such Security Document is filed or recorded in the appropriate offices as may be required under applicable law, such Security Document will constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Credit Parties in such Security Agreement Collateral, in each case subject to no Liens other than the applicable Permitted Lienspermitted by subsection 6.2.

Security Documents. (a) The U.S. Security Agreement is effective to create in favor of the Administrative Agent (for the benefit of the Secured Parties), a legal, valid and enforceable first priority security interest (subject to Liens permitted by Section 7.01 and Legal Reservations) in the Collateral described therein and proceeds thereof. As of the Closing Date, in the case of the Collateral described in the U.S. Security Agreement, when certificates, executed blank share transfer forms or promissory notes or any other thing or document, as applicable, representing such Collateral and required to be delivered under the terms set forth in the U.S. Security Agreement are delivered to the Administrative Agent, and in the case of the other Collateral described in the U.S. Security Agreement, when financing statements and other filings are filed, recorded or registered, as applicable, in the applicable offices or system of registration and other actions described in the U.S. Security Agreement are taken, the Administrative Agent (for the benefit of the Secured Parties) shall have a fully perfected first priority Lien (subject to Liens permitted by Section 7.01 and Legal Reservations) on, and security interest in, all right, title and interest of the applicable 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 Liens permitted by Section 7.01). (b) With respect to Collateral in which a security interest cannot be perfected by the proper filing of the financing statements referred to in clause (a) above, when the U.S. Security Agreement or an ancillary document thereunder is properly filed and recorded in the USPTO or the USCO, the Administrative Agent (for the benefit of the Secured Parties) shall have a fully perfected Lien (subject to exceptions arising from defects in the chain of title, which defects in the aggregate do not constitute a Material Adverse Effect hereunder) (subject to Liens permitted by Section 7.01 and Legal Reservations) on, and security interest in, all right, title and interest of the applicable Loan Parties thereunder in the U.S. Intellectual Property included in the Collateral, in each case prior and superior in right to the Lien of any other person, except for Liens permitted by Section 7.01 (it being understood that subsequent recordings in the USCO may be necessary to perfect a Lien on registered Copyrights and exclusive licenses to third party registered U.S. copyrights, respectively, acquired or developed by the Loan Parties after the Closing Date). (c) Subject to the Foreign Legal Reservations, Foreign Perfection Requirements, and Agreed Guaranty and Security Principles when executed, each Foreign Security Document will be effective to create (to the extent described therein and subject to the Agreed Guaranty and Security Principles) in favor of the Administrative Agent, for the benefit of the Secured Parties, a legal, valid and enforceable first-ranking (to the extent applicable) security interest (subject to Liens permitted by Section 7.01) in the Collateral described therein and Lien on the proceeds thereof. In the case of the Collateral described in a Foreign Security Agreement Collateral andDocument, 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) the Credit Parties have complied with Section 3.03 of the Security Agreement, the Security Agreement shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the grantors thereunder in certificates representing such Collateral (other than (A) the Intellectual Property (as defined in the Security Agreementif any) and (B) such Collateral in which a security interest cannot required to be perfected delivered under the Uniform Commercial Code as in effect at the relevant time terms set forth in the relevant jurisdiction)Foreign Security Document are delivered to the Administrative Agent, in each case subject to no Liens other than Permitted Liens. (b) When for the Security Agreement (including all schedules thereto) or a short-form thereof is filed in the United States Patent and Trademark Office and the United States Copyright Office in the manner prescribed by each office and all actions required under the laws benefit of the state of organization of the relevant Credit Party with respect to the perfection of a security interest in such intangible property are undertakenSecured Parties, or when perfected on terms set forth therein, the Collateral Administrative Agent, for the benefit of the Secured Parties, shall have a fully perfected Lien (subject to the Foreign Legal Reservation, Foreign Perfection Requirements and any Liens permitted by Section 7.01) on, and security interest in, all right, title and interest of the grantors thereunder Subsidiary Guarantors in the U.S. Intellectual Property such Collateral (as defined in the Security Agreement) to the fullest extent permitted by lawintended to be created thereby and required to be perfected under the Loan Documents and, in each case case, subject to no Liens other than Permitted Liens (it being understood that subsequent recordings in the United States Patent Agreed Guaranty 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 grantors after the date hereof). (cSecurity Principles) Each Mortgage executed and delivered as of the Closing Date is, or, to the extent any Mortgage is duly executed and delivered thereafter by the relevant Credit Party, will be, effective to create, in favor of the Collateral Agent, for its benefit and the benefit of the Secured Parties, a legal, valid and enforceable first priority Lien on and security interest in all of the Credit 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 on Schedule 1.01(a) (oras security for any relevant Secured Obligations, in the case of any Mortgage executed and delivered after the date thereof in accordance with the provisions of Sections 5.11 and 5.12, when such Mortgage is filed in the offices specified in the local counsel opinion delivered with respect thereto in accordance with the provisions of Sections 5.11 and 5.12), the Mortgages shall constitute fully perfected Liens on, and security interests in, all right, title and interest of the Credit Parties in the Mortgaged Real Properties and the proceeds thereof, in each case prior and superior in right to any other personperson (except (w) Liens permitted by Section 7.01, other than Prior Liens. (dx) Each Security Document Liens having priority by operation of law and (other than Mortgagesy) delivered pursuant to Section 5.11 and Section 5.12 willsubject, upon execution and delivery thereof, be effective to create in favor of the Collateral Agent, for the ratable benefit of the Secured Parties, a legal, valid and enforceable Lien on all of the Credit Parties’ right, title and interest in and to the Collateral thereunder, and when such Security Document is filed or recorded in the appropriate offices as may be required extent relevant under applicable law, such to (A) registration of pledges of securities and, where applicable, pledges of tangible assets with the governmental Tax authorities, relevant courts and registry of companies, (B) recordation of notarial share pledges in the relevant shareholders registers and registry of companies, (C) execution and recordation of notarial mortgages in the relevant land registries and registry of companies, (D) recordation of intellectual property pledges with the relevant intellectual property registers, relevant courts and registry of companies, (E) notification of debtors of certain receivables and (F) any other actions and steps contemplated by any Foreign Security Document will constitute a fully perfected Lien on, and and/or required to be made in any jurisdiction in order to perfect the security interest in, all right, title and interest of created by any Foreign Security Document or in order to achieve the Credit Parties in relevant priority for such Security Agreement Collateral, in each case subject to no Liens other than the applicable Permitted Lienssecurity interest).

Security Documents. (a) The Pledge Agreement is effective to create 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 Pledge Agreement) and, when such Collateral is delivered to the Collateral Agent, the Pledge Agreement shall 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. (b) The Security Agreement is effective to create in favor of the Collateral Agent, for the ratable benefit of the Secured Parties, a legal, valid and enforceable security interest in and Lien on the Collateral (as defined in the Security Agreement Collateral Agreement) and, when (i) financing statements and other filings in appropriate form are filed in the offices specified on Schedule 6 5 to the Perfection Certificate and (ii) the Credit Parties have complied with Section 3.03 of the Security AgreementCertificate, the Security Agreement shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the grantors thereunder in such Collateral (other than (A) the Intellectual Property (as defined in the Security Agreement) and (B) 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 subject prior and superior in right to no Liens any other Person, other than Permitted Lienswith respect to Liens expressly permitted by Section 6.02. (bc) When the Security Agreement (including all schedules thereto) or a short-form thereof is filed in the United States Patent and Trademark Office and the United States Copyright Office in the manner prescribed by each office and all actions required under the laws of the state of organization of the relevant Credit Party with respect to the perfection of a security interest in such intangible property are undertakenOffice, the Collateral Agent, for the benefit of the Secured Parties, Security Agreement shall have constitute a fully perfected Lien on, and security interest in, all right, title and interest of the grantors thereunder Loan Parties in the U.S. Intellectual Property (as defined in the Security Agreement) to in which a security interest may be perfected by filing, recording or registering a security agreement, financing statement or analogous document in the fullest extent permitted by lawUnited States Patent and Trademark Office or the United States Copyright Office, as applicable, in each case subject prior and superior in right to no Liens any other Person other than Permitted Liens expressly permitted by Section 6.02 (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 grantors Loan Parties after the date hereof). (cd) Each Mortgage executed and delivered as of the Closing Date is, or, to the extent any Mortgage is duly executed and delivered thereafter by the relevant Credit Party, will be, The Mortgages are effective to create, in favor of the Collateral Agent, for its benefit and the benefit of the Secured Parties, a legal, valid and enforceable first priority Lien on and security interest in all of the Credit Parties’ right, title and interest in and subject to the Mortgaged Real Properties thereunder and the proceeds thereof, and when the Mortgages are filed in the offices specified on Schedule 1.01(a) (or, in the case of any Mortgage executed and delivered after the date thereof in accordance with the provisions of Sections 5.11 and 5.12, when such Mortgage is filed in the offices specified in the local counsel opinion delivered with respect thereto in accordance with the provisions of Sections 5.11 and 5.12), the Mortgages shall constitute fully perfected Liens on, and security interests in, all right, title and interest of the Credit Parties in the Mortgaged Real Properties and the proceeds thereof, exceptions listed in each case prior and superior in right to any other persontitle insurance policy covering such Mortgage, other than Prior Liens. (d) Each Security Document (other than Mortgages) delivered pursuant to Section 5.11 and Section 5.12 will, upon execution and delivery thereof, be effective to create in favor of the Collateral Agent, for the ratable benefit of the Secured Parties, a legal, valid and enforceable Lien on all of the Credit Loan Parties’ ' right, title and interest in and to the Collateral thereunderMortgaged Properties thereunder and the proceeds thereof, and when such Security Document is the Mortgages are filed or recorded in the appropriate offices as may be required under applicable lawspecified on Schedule 3.17(d), such Security Document will the Mortgages shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Credit Loan Parties in such Security Agreement CollateralMortgaged Properties and the proceeds thereof, in each case subject prior and superior in right to no Liens any other Person, other than with respect to the applicable Permitted Liensrights of Persons pursuant to Liens expressly permitted by Section 6.02.

Security Documents. (a) The Security Agreement is effective to create in favor of the Collateral Agent, Agent for the benefit of the Secured PartiesCreditors, a legal, valid and enforceable security interest in and Lien on 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 Credit Parties have complied with Section 3.03 taking of possession or control by the Collateral 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 Collateral Agent to the extent possession or control by the Collateral Agent is required by the 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 such the Security Agreement Collateral (other than (A) the Intellectual Property Collateral (as defined in the Security Agreement) and (B) 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 subject to no Liens other than Permitted LiensLiens (it being understood that no representation is being made as to the perfection of any Lien or security interest under laws other than those of the United States or any state thereof). (b) When the Security Agreement (including all schedules thereto) or a short-short form thereof is filed in the United States Patent and Trademark Office and the United States Copyright Office in the manner prescribed by each office and all actions required under the laws of the state of organization of the relevant Credit Party with respect to the perfection of a security interest in such intangible property are undertakenOffice, the Collateral Agent, for the benefit of the Secured Parties, Lien created by such Security Agreement shall have constitute a fully perfected Lien on, and security interest in, all right, title and interest of the grantors thereunder in the U.S. Intellectual Property Collateral (as defined in the such Security Agreement) to the fullest extent permitted by law), in each case subject to no Liens other than 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 perfect a Lien on registered trademarks, trademark applications and copyrights acquired by the grantors after the date hereof)Liens. (c) Each Mortgage executed and delivered as of the Closing Date is, or, to the extent any Mortgage is duly executed and delivered thereafter by the relevant Credit Party, Obligor pursuant to Sections 9.12 and 9.13 will be, be effective to create, in favor of the Collateral Agent, for its benefit and the benefit of the Secured PartiesCreditors, a legal, valid and enforceable first priority Lien on and security interest in all of the Credit Parties’ Obligors' 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 on Schedule 1.01(a) (or, in the case of any Mortgage executed and delivered after the date thereof in accordance with the provisions of Sections 5.11 and 5.12, when such Mortgage is filed in the offices specified in the local counsel opinion delivered with respect thereto in accordance with the provisions of Sections 5.11 9.12 and 5.12)9.13, the Mortgages shall constitute fully perfected Liens on, and security interests in, all right, title and interest of the Credit Parties Obligors in the Mortgaged Real Properties and the proceeds thereof, in each case prior and superior in right to any other person, other than Prior LiensLiens reasonably acceptable to Collateral Agent. (d) Each Security Document (other than Mortgages) delivered pursuant to Section 5.11 Sections 9.12 and Section 5.12 9.13 will, upon execution and delivery thereof, be effective to create in favor of the Collateral Agent, for the ratable benefit of the Secured PartiesCreditors, a legal, valid and enforceable security interest in and Lien on all of the Credit Parties’ Obligors' right, title and interest in and to the Collateral thereunder, and when such Security Document is filed all appropriate filings or recorded recordings are made in the appropriate offices as may be required under applicable lawlaw or the Collateral Agent obtains control of the Collateral, as applicable, such Security Document will constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Credit Parties Obligors in such Security Agreement Collateral, in each case subject to no Liens other than the applicable Permitted Liens.

Security Documents. (a) The Pledge Agreement is effective to create 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 Pledge Agreement) and, when the Collateral is delivered to the Collateral Agent and for so long as the Collateral Agent continues to hold such Collateral, the 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, in each case prior and superior in right to any other Person. (b) The Security Agreement is effective to create in favor of the Collateral Agent, for the ratable benefit of the Secured Parties, a legal, valid and enforceable security interest in and Lien on the Collateral (as defined in the Security Agreement Collateral Agreement) 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) the Credit Parties have complied with Section 3.03 of the Security AgreementCertificate, the Security Agreement shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the grantors thereunder in such Collateral (other than (A) the Intellectual Property (Property, as defined in the Security Agreement) and (B) 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 subject prior and superior in right to no Liens any other Person, other than Permitted Lienswith respect to Liens expressly permitted by Section 6.02. (bc) When Assuming the Security Agreement (including all schedules thereto) or a short-form thereof is has been filed in the United States Patent and Trademark Office and the United States Copyright Office in the manner prescribed by each office and all actions required under the laws of the state of organization of the relevant Credit Party with respect to the perfection of a security interest in such intangible property are undertakenOffice, the Collateral Agent, for the benefit of the Secured Parties, shall have Security Agreement constitutes a fully perfected Lien on, and security interest in, all right, title and interest of the grantors thereunder in the U.S. Intellectual Property (as defined in the Security Agreement) to the fullest extent permitted by law), in each case subject prior and superior in right to no Liens any other than Permitted Liens 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 lien on registered trademarks, trademark applications and copyrights acquired by the grantors after the date hereof). (cd) Each Mortgage executed and delivered as of the Closing Date is, or, to the extent any Mortgage is duly executed and delivered thereafter by the relevant Credit Party, will be, effective to create, in favor of the Collateral Agent, for its benefit and the benefit of the Secured Parties, a legal, valid and enforceable first priority Lien on and security interest in all of the Credit Parties’ right, title and interest in and to the Mortgaged Real Properties thereunder and the proceeds thereof, and when the The Mortgages are filed in the offices specified on Schedule 1.01(a) (or, in the case of any Mortgage executed and delivered after the date thereof in accordance with the provisions of Sections 5.11 and 5.12, when such Mortgage is filed in the offices specified in the local counsel opinion delivered with respect thereto in accordance with the provisions of Sections 5.11 and 5.12), the Mortgages shall constitute fully perfected Liens on, and security interests in, all right, title and interest of the Credit Parties in the Mortgaged Real Properties and the proceeds thereof, in each case prior and superior in right to any other person, other than Prior Liens. (d) Each Security Document (other than Mortgages) delivered pursuant to Section 5.11 and Section 5.12 will, upon execution and delivery thereof, be effective to create in favor of the Collateral Agent, for the ratable benefit of the Secured Parties, a legal, valid and enforceable Lien on all of the Credit Loan Parties’ ' right, title and interest in and to the Collateral thereunderMortgaged Property thereunder and the proceeds thereof, and when such Security Document is the Mortgages are filed or recorded in the appropriate offices as may be required under applicable law, such Security Document will constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Credit Parties in such Security Agreement Collateral, in each case subject to no Liens other than the applicable Permitted Liens.specified on Schedule 3.19

Security Documents. (a) The Security Pledge Agreement is ------------------- effective to create in favor of the Collateral Administrative Agent, for the ratable benefit of the Secured Parties, a legal, valid and enforceable security interest in and Lien on the Security Agreement Collateral (as defined in the Pledge Agreement) and, when such Collateral is delivered to the Administrative Agent, the 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, in each case prior and superior in right to any other Person. (ib) 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 (as defined in the Security Agreement) and, when financing statements and other filings in appropriate form are filed in the offices specified on Schedule 6 to the Perfection Certificate and (ii) the Credit Parties have complied with Section 3.03 of the Security AgreementCertificate, the Security Agreement shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the grantors thereunder in such Collateral (other than (A) the Intellectual Property (as defined in the Security Agreement) and (B) 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 subject prior and superior in right to no Liens any other Person, other than Permitted Lienswith respect to Liens expressly permitted by Section 6.02. (bc) When the Security Agreement (including all schedules thereto) or a short-form thereof is filed in the United States Patent and Trademark Office and the United States Copyright Office in the manner prescribed by each office and all actions required under the laws of the state of organization of the relevant Credit Party with respect to the perfection of a security interest in such intangible property are undertakenOffice, the Collateral Agent, for the benefit of the Secured Parties, Security Agreement shall have constitute a fully perfected Lien on, and security interest in, all right, title and interest of the grantors thereunder Loan Parties in the U.S. Intellectual Property (as defined in the Security Agreement) to in which a security interest may be perfected by filing, recording or registering a security agreement, financing statement or analogous document in the fullest extent permitted by lawUnited States Patent and Trademark Office or the United States Copyright Office, as applicable, in each case subject prior and superior in right to no Liens any other Person other than Permitted Liens expressly permitted by Section 6.02 (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 grantors Loan Parties after the date hereof). (cd) Each Mortgage The Mortgages, when executed and delivered as of the Closing Date is, or, to the extent any Mortgage is duly executed and delivered thereafter by the relevant Credit Partydelivered, will be, be effective to create, subject to the exceptions listed in each title insurance policy covering such Mortgage, in favor of the Collateral Agent, for its benefit and the benefit of the Secured Parties, a legal, valid and enforceable first priority Lien on and security interest in all of the Credit 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 on Schedule 1.01(a) (or, in the case of any Mortgage executed and delivered after the date thereof in accordance with the provisions of Sections 5.11 and 5.12, when such Mortgage is filed in the offices specified in the local counsel opinion delivered with respect thereto in accordance with the provisions of Sections 5.11 and 5.12), the Mortgages shall constitute fully perfected Liens on, and security interests in, all right, title and interest of the Credit Parties in the Mortgaged Real Properties and the proceeds thereof, in each case prior and superior in right to any other person, other than Prior Liens. (d) Each Security Document (other than Mortgages) delivered pursuant to Section 5.11 and Section 5.12 will, upon execution and delivery thereof, be effective to create in favor of the Collateral Administrative Agent, for the ratable benefit of the Secured Parties, a legal, valid and enforceable Lien on all of the Credit Loan Parties’ ' right, title and interest in and to the Collateral thereunderMortgaged Properties thereunder and the proceeds thereof, and when such Security Document is the Mortgages are filed or recorded in the appropriate offices as may be required under applicable lawspecified on Schedule 3.16(d), such Security Document will the Mortgages shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Credit Loan Parties in such Security Agreement CollateralMortgaged Properties and the proceeds thereof, in each case subject prior and superior in right to no Liens any other Person, other than with respect to the applicable Permitted Liensrights of Persons pursuant to Liens expressly permitted by Section 6.02.

Security Documents. (a) The Pledge Agreement is effective to create 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 Pledge Agreement) and, when such Collateral is delivered to the Collateral Agent, the Pledge Agreement shall constitute a fully perfected first priority Lien on, and security interest in, all right, title and interest of the pledgor thereunder in such Collateral, in each case prior and superior in right to any other Person; PROVIDED that the actions specified in Schedule 3.16(a) are required to be taken in connection with the pledge of capital stock of Foreign Subsidiaries. (b) The Security Agreement is effective to create in favor of the Collateral Agent, for the ratable benefit of the Secured Parties, a legal, valid and enforceable security interest in and Lien on the Collateral (as defined in the Security Agreement Collateral Agreement) 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) the Credit Parties have complied with Section 3.03 of the Security AgreementCertificate, the Security Agreement shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the grantors thereunder in such Collateral (other than (A) the Intellectual Property (as defined in the Security Agreement) and (B) 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 subject prior and superior in right to no Liens any other Person, other than Permitted Lienswith respect to Liens expressly permitted by Section 6.03. (bc) When the Security Agreement (including all schedules thereto) or a short-form thereof summary thereof) is filed in the United States Patent and Trademark Office and the United States Copyright Office in the manner prescribed by each office and all actions required under the laws of the state of organization of the relevant Credit Party with respect to the perfection of a security interest in such intangible property are undertakenOffice, the Collateral Agent, for the benefit of the Secured Parties, Security Agreement shall have constitute a fully perfected Lien on, and security interest in, all right, title and interest of the grantors thereunder Loan Parties in the U.S. Intellectual Property (as defined in the Security Agreement) to in which a security interest may be perfected by filing, recording or registering a security agreement, financing statement or analogous document in the fullest extent permitted by lawUnited States Patent and Trademark Office or the United States Copyright Office, as applicable, in each case subject prior and superior in right to no Liens any other than Permitted Liens 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 lien on registered trademarks, trademark applications and copyrights acquired by the grantors Loan Parties after the date hereof). (cd) Each Mortgage executed and delivered as of the Closing Date is, or, to the extent any Mortgage is duly executed and delivered thereafter by the relevant Credit Party, will be, The Mortgages are effective to create, in favor of the Collateral Agent, for its benefit and the benefit of the Secured Parties, a legal, valid and enforceable first priority Lien on and security interest in all of the Credit Parties’ right, title and interest in and subject to the Mortgaged Real Properties thereunder and the proceeds thereof, and when the Mortgages are filed in the offices specified on Schedule 1.01(a) (or, in the case of any Mortgage executed and delivered after the date thereof in accordance with the provisions of Sections 5.11 and 5.12, when such Mortgage is filed in the offices specified in the local counsel opinion delivered with respect thereto in accordance with the provisions of Sections 5.11 and 5.12), the Mortgages shall constitute fully perfected Liens on, and security interests in, all right, title and interest of the Credit Parties in the Mortgaged Real Properties and the proceeds thereof, exceptions listed in each case prior and superior in right to any other persontitle insurance policy covering such Mortgage, other than Prior Liens. (d) Each Security Document (other than Mortgages) delivered pursuant to Section 5.11 and Section 5.12 will, upon execution and delivery thereof, be effective to create in favor of the Collateral Agent, for the ratable benefit of the Secured Parties, a legal, valid and enforceable Lien on all of the Credit Loan Parties’ ' right, title and interest in and to the Collateral thereunderMortgaged Properties thereunder and the proceeds thereof, and when such Security Document is the Mortgages are filed or recorded in the appropriate offices as may be required under applicable lawspecified on Schedule 3.16(d), such Security Document will the Mortgages shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Credit Loan Parties in such Security Agreement CollateralMortgaged Properties and the proceeds thereof, in each case subject prior and superior in right to no Liens any other Person, other than with respect to the applicable Permitted Liensrights of Persons pursuant to Liens expressly permitted by Section 6.03.

Security Documents. (a) The Security Each Pledge Agreement is effective to create in favor of the Applicable Collateral Agent, for the ratable benefit of the Secured PartiesParties referred to therein, a legal, valid and enforceable security interest in and Lien on the Security Agreement Collateral (as defined in such Pledge Agreement) and, when such Collateral (ito the extent such Collateral constitutes an instrument under the applicable Uniform Commercial Code, PPSA (Alberta) or equivalent personal property security legislation of the applicable province or territory or an investment instrument under the PPS Law) is delivered to such Collateral Agent together with, in respect of any Collateral subject to the Australian Security Deed, such instruments of transfer and stock powers endorsed in blank in respect of such Collateral and the registration of the security interests arising from the Australian Security Deed on the PPS Register, 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, in each case prior and superior in right to any other person. (b) Each of the Security Agreements is (subject to payment of any applicable mortgage duty in relation to security over assets located in New South Wales, Australia) effective to create in favor of the Applicable Collateral Agent, for the ratable benefit of the Secured Parties referred to therein, a legal, valid and enforceable security interest in the Collateral (as defined in such Security Agreement) and, with respect to each Security Agreement, when financing statements and other filings in appropriate form are filed in with the appropriate offices specified on Schedule 6 to the Perfection Certificate and (ii) the Credit Parties have complied with Section 3.03 of the Security Agreementor Governmental Authority, the such Security Agreement shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the grantors thereunder in such Collateral (other than (A) portion of the Intellectual Property (as defined in the Security Agreement) and (B) such Collateral in which a security interest cannot may be perfected by the filing of a financing statement under the applicable Uniform Commercial Code as in effect at the relevant time in the relevant jurisdictionCode, PPSA (Alberta), in each case subject to no Liens PPS Law or equivalent personal property security legislation of the applicable province or territory (other than Permitted Liens. (b) When the Security Agreement (including all schedules thereto) or a short-form thereof is filed in the United States Patent and Trademark Office and the United States Copyright Office in the manner prescribed by each office and all actions required under the laws of the state of organization of the relevant Credit Party with respect to the perfection of a security interest in such intangible property are undertakenIntellectual Property, 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 grantors thereunder in the U.S. Intellectual Property (as defined in the U.S. Security Agreement) to the fullest extent permitted by law, in each case subject to no Liens other than 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 perfect a Lien on registered trademarks, trademark applications and copyrights acquired by the grantors after the date hereof). (c) Each Mortgage executed and delivered as of the Closing Date is, or, to the extent any Mortgage is duly executed and delivered thereafter by the relevant Credit Party, will be, effective to create, in favor of the Collateral Agent, for its benefit and the benefit of the Secured Parties, a legal, valid and enforceable first priority Lien on and security interest in all of the Credit 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 on Schedule 1.01(a) (or, in the case of any Mortgage executed and delivered after the date thereof in accordance with the provisions of Sections 5.11 and 5.12, when such Mortgage is filed in the offices specified in the local counsel opinion delivered with respect thereto in accordance with the provisions of Sections 5.11 and 5.12), the Mortgages shall constitute fully perfected Liens on, and security interests in, all right, title and interest of the Credit Parties in the Mortgaged Real Properties and the proceeds thereof, in each case prior and superior in right to any other person, other than Prior Lienswith respect to Liens expressly permitted by Section 6.02. (dc) Each Security Document (other than Mortgages) delivered pursuant to Section 5.11 and Section 5.12 will, upon execution and delivery thereof, be effective to create in favor of the Collateral AgentSecurity Agreements set forth, for the ratable benefit as of the Secured PartiesClosingFirst Amendment Effective Date, (a) the exact legal name of each Loan Party as it appears in its articles or certificate of incorporation (or equivalent organizational document), the state of its incorporation or formation and the organizational identification number (or a legalspecific designation that one does not exist) issued by its jurisdiction of incorporation or formation and (b) each other legal name any Loan Party has had at any time during the five years preceding the ClosingFirst Amendment Effective Date, valid and enforceable Lien on all together with the date of the Credit Parties’ right, title and interest in and to the Collateral thereunder, and when such Security Document is filed or recorded in the appropriate offices as may be required under applicable law, such Security Document will constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Credit Parties in such Security Agreement Collateral, in each case subject to no Liens other than the applicable Permitted Liensrelevant change.

Security Documents. (a) The Security Pledge Agreement is effective to create in favor of the Collateral Agent, for the benefit of the Secured Parties, a legal, valid and enforceable security interest interests in and Lien on the Security Agreement Collateral (as defined in the Pledge Agreement) and, when such Collateral is delivered to the Collateral Agent and appropriate filings have been made in accordance with the applicable UCC (and any such foreign filings necessary with respect to pledge entities organized outside the United States), the Pledge Agreement shall constitute fully perfected Liens on, and security interests in, all right, title and interest of the pledgor thereunder in such Collateral to the extent such Liens and security interests can be perfected by filing and by possession. (i) The Security Agreement, each Non-U.S. Security Agreement and each Non-U.S. Pledge Agreement is effective to create in favor of the Collateral Agent, for the benefit of the Secured Parties, legal, valid and enforceable security interests in the Collateral referred to therein and (ii) when (1) financing statements and other filings in appropriate form are filed in the offices specified on Schedule 6 7 to the Perfection Certificate dated the Effective Date, (2) filings in appropriate form are filed with the United States Patent and Trademark Office and the United States Copyright Office, (3) upon the taking of possession or control by the Collateral Agent of any such Collateral in 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, such Non-U.S. Security Agreement or such Non-U.S. Pledge Agreement, as the case may be), and (ii4) the Credit Parties have complied any necessary filings, registrations and other actions required under local law with Section 3.03 respect to perfection in connection with each Non-U.S. Pledge Agreement, each of the Security Agreement, the each Non-U.S. Security Agreement and each Non-U.S. Pledge Agreement shall constitute a fully perfected Lien Liens on, and security interest interests in, all right, title and interest of the grantors thereunder in such Collateral (other than (A) to the Intellectual Property (as defined in the Security Agreement) extent such Liens and (B) such Collateral in which a security interest cannot interests can be perfected under by the Uniform Commercial Code as in effect at filing of a financing statement pursuant to the relevant time in UCC or by possession or control by the relevant jurisdiction)Collateral Agent, in each case subject prior and superior in right to no Liens any other Person, other than with respect to Permitted Liens. (bc) When the Security Agreement filings in clause (including all schedules theretob)(ii)(2) or a short-form thereof is filed above are made in the United States Patent and Trademark Office and the United States Copyright Office in the manner prescribed by each office and all actions required under the laws of the state of organization of the relevant Credit Party with respect to the perfection of a security interest in such intangible property are undertakenOffice, the Collateral Agent, for the benefit of the Secured Parties, Security Agreement shall have a constitute fully perfected Lien Liens on, and security interest interests in, all right, title and interest of the grantors thereunder Loan Parties in the U.S. United States in the Intellectual Property (as defined in which a security interest may be perfected by filing, recording or registering a security agreement, financing statement or analogous document in the Security Agreement) to United States Patent and Trademark Office or the fullest extent permitted by lawUnited States Copyright Office, in each case subject to no Liens other than Permitted Liens as applicable (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 Liens on registered trademarks, trademark applications and copyrights Intellectual Property acquired by the grantors Loan Parties after the date hereofEffective Date), in each case prior and superior in right to any other Person other than with respect to Permitted Liens. (cd) Each Mortgage executed and delivered to the Collateral Agent to secure the Obligations as of the Closing Effective Date is, or, to the extent any Mortgage is duly executed and delivered thereafter by the relevant Credit Loan Party, will be, effective to create, subject to the exceptions listed in each title insurance policy covering each such Mortgage, in favor of the Collateral Agent, for its benefit and the benefit of the Secured Parties, a legal, valid and enforceable first priority Lien Liens on and security interest interests in all of the Credit Loan Parties’ right, title and interest in and to the Mortgaged Real Properties thereunder as described therein and the proceeds thereof, and when the such Mortgages are filed recorded in the offices specified on Schedule 1.01(a) (orapplicable office of each political subdivision where each such Mortgaged Property is situated, in the case of any Mortgage executed and delivered after the date thereof in accordance with the provisions of Sections 5.11 and 5.12, when such Mortgage is filed in the offices specified in the local counsel opinion delivered with respect thereto in accordance with the provisions of Sections 5.11 and 5.12), the Mortgages shall constitute fully perfected Liens on, and security interests in, all right, title and interest of the Credit Loan Parties in the such Mortgaged Real Properties and the proceeds thereof, in each case prior and superior in right to any other personPerson, other than Prior LiensLiens permitted by such Mortgage. (de) Each Security Document (other than Mortgagesany Mortgage) delivered pursuant to Section 5.11 Sections 5.11, 5.12, 5.15 and Section 5.12 5.16 will, upon execution and delivery thereofthereof and the filings set forth therein and in this Section 3.20, be effective to create in favor of the Collateral Agent, for the ratable benefit of the Secured Parties, a legal, valid and enforceable Lien on Liens on, and security interests in, all of the Credit Loan Parties’ right, title and interest in and to the Collateral to the extent the actions required by the Loan Documents are effective to create and perfect such security interests thereunder, and (i) when such Security Document is filed all appropriate filings or recorded recordings are made in the appropriate offices as may be required under applicable lawlaw 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, except as directed by the Collateral Agent or the Administrative Agent), such Security Document will constitute a fully perfected Lien Liens on, and security interest interests in, all right, title and interest of the Credit Loan Parties in such Security Agreement Collateral, in each case subject to no Liens other than the applicable Permitted Liens.

Security Documents. No later than the Distribution Date, as additional security for Owner's performance of its obligations hereunder, including payment of any indemnification obligations of Owner to Purchaser pursuant to Section 21.2, Owner shall (a) The Security Agreement is effective execute, deliver, and record a mortgage and security agreement and all other agreements, 1014917.31-D.C. Server 1A - MSW documents, or instruments required or customary to create provide Purchaser with a fully perfected security interest and mortgage lien in favor and to (i) the Northern Pass Transmission Line, and (ii) all real property rights and related personal property rights, contractual rights, Governmental Approvals, or other rights of Owner relating to the Collateral AgentNorthern Pass Transmission Line and the AC Upgrades (collectively, for the benefit of the Secured Parties"Purchaser Mortgage"), (b) execute and deliver a legalsecurity agreement and all other agreements, valid and enforceable documents, or instruments required or customary to provide Purchaser with a fully perfected security interest in and Lien on the Security Agreement Collateral and, when to (i) financing statements and other filings any material contracts entered into in appropriate form are filed in connection with the offices specified on Schedule 6 to Northern Pass Transmission Line or the Perfection Certificate AC Upgrades, and (ii) all of Owner's other assets relating to the Credit Parties have complied with Section 3.03 Northern Pass Transmission Line and the AC Upgrades, including all personal property rights, contractual rights, Governmental Approvals, or other rights of Owner to develop, procure, construct, operate, and maintain the Northern Pass Transmission Line (collectively, the "Security Agreement"), the Security Agreement shall constitute and (c) cause each of its members to grant to Purchaser a fully present and continuing perfected Lien lien on, and security interest in, all right, title and interest of the grantors thereunder equity interests in such Collateral Owner (other than (A) collectively, the Intellectual Property (as defined in "Membership Pledges," and collectively with the Purchaser Mortgage and the Security Agreement) and (B) such Collateral in which a security interest cannot , "Purchaser's Security Documents"). The Purchaser's Security Documents shall be perfected based upon the agreements securing Owner's obligations under the Uniform Commercial Code as in effect at the relevant time in the relevant jurisdiction)Construction Loan Agreement, in each case subject to no Liens but shall not include any representations, warranties, covenants, or restrictions other than Permitted Liens. (b) When the Security Agreement (including all schedules thereto) or a short-form thereof is filed in the United States Patent and Trademark Office and the United States Copyright Office in the manner prescribed by each office and all actions those that are reasonably required under the laws of the state of organization of the relevant Credit Party with respect to the perfection creation, validity, perfection, protection or enforcement of Purchaser's security interests in the assets and property described in this Section 17.2.1 or as may otherwise be reasonably satisfactory to Purchaser, Owner, and the Financing Parties. The Purchaser's Security Documents shall provide that any such document may be assigned by Purchaser solely to the assignee of Purchaser pursuant to a security interest in such intangible property are undertaken, permitted assignment of this Agreement. Subject to the Collateral Agent, for the benefit rights of the Secured any Financing Parties, Owner shall have a fully perfected Lien oncause the mortgage, and security interest in, all right, title and interest of the grantors thereunder in the U.S. Intellectual Property (as defined in the Security Agreement) to the fullest extent permitted by law, in each case subject to no Liens other than 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 perfect a Lien on registered trademarks, trademark applications and copyrights acquired by the grantors after the date hereof). (c) Each Mortgage executed and delivered as of the Closing Date is, or, to the extent any Mortgage is duly executed and delivered thereafter by the relevant Credit Party, will be, effective to create, in favor of the Collateral Agent, for its benefit and the benefit of the Secured Parties, a legal, valid and enforceable first priority Lien on and security interest in all of the Credit 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 on Schedule 1.01(a) (or, in the case of any Mortgage executed and delivered after the date thereof in accordance with the provisions of Sections 5.11 and 5.12, when such Mortgage is filed in the offices specified in the local counsel opinion delivered with respect thereto in accordance with the provisions of Sections 5.11 and 5.12), the Mortgages shall constitute fully perfected Liens on, liens and security interests increated pursuant to Purchaser's Security Documents (collectively, "Purchaser's Lien") to be maintained in full force and effect at all right, title times following the Distribution Date and interest until the later to occur of the Credit Parties in the Mortgaged Real Properties and the proceeds thereof, in each case prior and superior in right to any other person, other than Prior Liens. (d) Each Security Document (other than Mortgages) delivered pursuant to Section 5.11 and Section 5.12 will, upon execution and delivery thereof, be effective to create in favor expiration or earlier termination of the Collateral AgentTerm or the date on which any accrued but unpaid payment obligation of Owner to Purchaser hereunder shall have been fully, for finally and indefeasibly satisfied. Promptly following such later date, Purchaser shall release the ratable benefit Purchaser's Lien. The granting of the Secured Parties, a legal, valid and enforceable Purchaser's Lien on all of the Credit Parties’ right, title and interest in and shall not be to the Collateral thereunderexclusion of, and when such Security Document is filed or recorded in be construed to limit, the appropriate offices as may be required amount of any claims, causes of action or other rights accruing to Purchaser by reason of any breach by Owner under applicable lawthis Agreement, such Security Document will constitute a fully perfected Lien on, and security interest in, all right, title and interest an Owner Default or the termination of the Credit Parties in such Security Agreement Collateral, in each case subject to no Liens other than the applicable Permitted Liensthis Agreement.

Security Documents. (a) The Security Each Pledge Agreement is effective to create in favor of the Applicable Collateral Agent, for the ratable benefit of the Secured PartiesParties referred to therein, a legal, valid and enforceable security interest in and Lien on the Security Agreement Collateral (as defined in such Pledge Agreement) and, when such Collateral (ito the extent such Collateral constitutes an instrument under the applicable Uniform Commercial Code, PPSA (Alberta) or equivalent personal property security legislation of the applicable province or territory or an investment instrument under the PPS Law) is delivered to such Collateral Agent together with, in respect of any Collateral subject to the Australian Security Deed, such instruments of transfer and stock powers endorsed in blank in respect of such Collateral and the registration of the security interests arising from the Australian Security Deed on the PPS Register, 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, in each case prior and superior in right to any other person. (b) Each of the Security Agreements is (subject to payment of any applicable mortgage duty in relation to security over assets located in New South Wales, Australia) effective to create in favor of the Applicable Collateral Agent, for the ratable benefit of the Secured Parties referred to therein, a legal, valid and enforceable security interest in the Collateral (as defined in such Security Agreement) and, with respect to each Security Agreement, when financing statements and other filings in appropriate form are filed in with the appropriate offices specified on Schedule 6 to the Perfection Certificate and (ii) the Credit Parties have complied with Section 3.03 of the Security Agreementor Governmental Authority, the such Security Agreement shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the grantors thereunder in such Collateral (other than (A) portion of the Intellectual Property (as defined in the Security Agreement) and (B) such Collateral in which a security interest cannot may be perfected by the filing of a financing statement under the applicable Uniform Commercial Code as in effect at the relevant time in the relevant jurisdictionCode, PPSA (Alberta), in each case subject to no Liens PPS Law or equivalent personal property security legislation of the applicable province or territory (other than Permitted Liens. (b) When the Security Agreement (including all schedules thereto) or a short-form thereof is filed in the United States Patent and Trademark Office and the United States Copyright Office in the manner prescribed by each office and all actions required under the laws of the state of organization of the relevant Credit Party with respect to the perfection of a security interest in such intangible property are undertakenIntellectual Property, 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 grantors thereunder in the U.S. Intellectual Property (as defined in the U.S. Security Agreement) to the fullest extent permitted by law, in each case subject to no Liens other than 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 perfect a Lien on registered trademarks, trademark applications and copyrights acquired by the grantors after the date hereof). (c) Each Mortgage executed and delivered as of the Closing Date is, or, to the extent any Mortgage is duly executed and delivered thereafter by the relevant Credit Party, will be, effective to create, in favor of the Collateral Agent, for its benefit and the benefit of the Secured Parties, a legal, valid and enforceable first priority Lien on and security interest in all of the Credit 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 on Schedule 1.01(a) (or, in the case of any Mortgage executed and delivered after the date thereof in accordance with the provisions of Sections 5.11 and 5.12, when such Mortgage is filed in the offices specified in the local counsel opinion delivered with respect thereto in accordance with the provisions of Sections 5.11 and 5.12), the Mortgages shall constitute fully perfected Liens on, and security interests in, all right, title and interest of the Credit Parties in the Mortgaged Real Properties and the proceeds thereof, in each case prior and superior in right to any other person, other than Prior Lienswith respect to Liens expressly permitted by Section 6.02. (dc) Each Security Document (other than Mortgages) delivered pursuant to Section 5.11 and Section 5.12 will, upon execution and delivery thereof, be effective to create in favor of the Collateral AgentSecurity Agreements set forth, for the ratable benefit as of the Secured PartiesClosing Date, (a) the exact legal name of each Loan Party as it appears in its articles or certificate of incorporation (or equivalent organizational document), the state of its incorporation or formation and the organizational identification number (or a legalspecific designation that one does not exist) issued by its jurisdiction of incorporation or formation and (b) each other legal name any Loan Party has had at any time during the five years preceding the Closing Date, valid and enforceable Lien on all together with the date of the Credit Parties’ right, title and interest in and to the Collateral thereunder, and when such Security Document is filed or recorded in the appropriate offices as may be required under applicable law, such Security Document will constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Credit Parties in such Security Agreement Collateral, in each case subject to no Liens other than the applicable Permitted Liensrelevant change.

Security Documents. (a) The Security Agreement is effective to create in favor of the Collateral Agent, Agent for the benefit of the Secured Parties, a legal, valid and enforceable security interest in and Lien on the Security Agreement Collateral and, when (i) financing statements and other filings in appropriate form are filed in upon the offices specified on Schedule 6 to taking of possession or control by the Perfection Certificate and (ii) the Credit Parties have complied with Section 3.03 Collateral 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 Collateral Agent to the extent possession or control by the Collateral 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 such the Security Agreement Collateral (other than (A) the Intellectual Property (as defined in the Security Agreement) and (B) such Collateral in which equipment subject to a security interest cannot be perfected under the Uniform Commercial Code as in effect at the relevant time in the relevant jurisdictioncertificate of title statute), in each case subject to encumbered by no Liens other than Permitted Liens. (b) When the Security Agreement (including all schedules thereto) or a short-short form thereof is filed in the United States Patent and Trademark Office and the United States Copyright Office in the manner prescribed by each office and all actions required under the laws of the state of organization of the relevant Credit Party with respect to the perfection of a security interest in such intangible property are undertakenOffice, the Collateral Agent, for the benefit of the Secured Parties, Lien created by such Security Agreement shall have constitute a fully perfected Lien on, and security interest in, all right, title and interest of the grantors thereunder in the U.S. Intellectual Property (as defined in the such Security Agreement) to the fullest extent permitted by law), in each case subject to encumbered by no Liens other than 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 perfect a Lien on registered trademarks, trademark applications and copyrights acquired by the grantors after the date hereof)Liens. (c) Each Mortgage executed and delivered as of the Original Closing Date as amended as of the Closing Date, is, or, to the extent any Mortgage is duly executed and delivered thereafter by the relevant Credit Loan Party, will be, effective to create, in favor of the Collateral Agent, for its benefit and the benefit of the Secured Parties, a legal, valid and enforceable first priority Lien on and security interest in all of the Credit Loan Parties’ right, title and interest in and to the Mortgaged Real Properties thereunder and the proceeds thereof, subject to the Permitted Liens, and when the Mortgages are filed in the offices specified on Schedule 1.01(a) ), (or, in the case of any Mortgage executed and delivered after the date thereof in accordance with the provisions of Sections 5.11 and 5.12, when such Mortgage is filed in the offices specified in the local counsel opinion delivered with respect thereto in accordance with the provisions of Sections 5.11 and 5.12), ) the Mortgages shall constitute fully perfected Liens on, and security interests in, all right, title and interest of the Credit Loan Parties in the Mortgaged Real Properties and the proceeds thereof, in each case prior and superior in right to any other personPerson, other than Prior Permitted Liens. (d) Each Security Document (other than Mortgages) delivered pursuant to Section Sections 5.11 and Section 5.12 will, upon execution and delivery thereof, be effective to create in favor of the Collateral Agent, for the ratable benefit of the Secured Parties, a legal, valid and enforceable security interest in and Lien on all of the Credit Loan Parties’ right, title and interest in and to the Collateral thereunder, and when such Security Document is filed all appropriate filings or recorded recordings are made in the appropriate offices as may be required under applicable law, such Security Document will constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Credit Loan Parties in such Security Agreement CollateralCollateral (other than equipment subject to a certificate of title statute and Collateral in which a security interest may be perfected solely by possession or control), in each case subject to encumbered by no Liens other than the applicable Permitted Liens.

Security Documents. (a) The Security Agreement is effective to create in favor of the Collateral Agent, Agent for the benefit of 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 Agreement Collateral (to the extent such perfection may be obtained under the New York law) and, when (i) financing statements and other filings in appropriate form are filed in the offices specified on Schedule 6 7 to the Perfection Certificate and (ii) upon the Credit Parties have complied with Section 3.03 taking of possession or control by the Collateral 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 Collateral Agent to the extent possession or control by the Collateral 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 such the Security Agreement Collateral (other than (A) the Intellectual Property (as defined in the Security Agreement) to the extent the UCC is not applicable to perfection and (B) priority of 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 jurisdictionIntellectual Property), in each case subject to no Liens other than Permitted Liens. (b) When the Security Agreement (including all schedules thereto) or a short-short form thereof is filed (including the payment of the appropriate fees) in the United States Patent and Trademark Office and the United States Copyright Office in the manner prescribed by each office and all actions required under the laws of the state of organization of the relevant Credit Party with respect to the perfection of a security interest in such intangible property are undertakenOffice, the Collateral Agent, for the benefit of the Secured Parties, Lien created by such Security Agreement shall have constitute a fully perfected Lien on, and security interest in, all right, title and interest of the grantors thereunder in the U.S. Intellectual Property (as defined in the such Security Agreement) to the fullest extent permitted by law), in each case subject to no Liens other than 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 perfect a Lien on registered trademarks, trademark applications and copyrights acquired by the grantors after the date hereof)Liens. (c) Each Mortgage executed and delivered as of the Closing Date is, or, to To the extent any Mortgage is duly executed and delivered thereafter after the Closing Date by the relevant Credit Loan Party, such Mortgage will be, be effective to create, in favor of the Collateral Agent, for its benefit and the benefit of 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) first priority Lien on and security interest in all of the Credit 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 on Schedule 1.01(a) (or, in the case of any Mortgage executed and delivered after the date thereof in accordance with the provisions of Sections 5.11 and 5.12, when such Mortgage is filed in the offices specified in the local counsel opinion delivered with respect thereto in accordance with the provisions of Sections 5.11 and 5.12), the Mortgages shall constitute fully perfected Liens on, and security interests in, all right, title and interest of the Credit Loan Parties in the Mortgaged Real Properties and the proceeds thereof, in each case prior and superior in right to any other personPerson, other than Prior LiensLiens reasonably acceptable to Administrative Agent. (d) Each Security Document (other than Mortgages) delivered pursuant to Section Sections 5.11 and Section 5.12 will, upon execution and delivery thereof, be effective to create in favor of the Collateral Agent, for the ratable benefit of 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 all of the Credit Loan Parties’ right, title and interest in and to the Collateral thereunderthereunder (to the extent such perfection may be obtained under the New York law), and when such Security Document is filed all (i) appropriate filings or recorded recordings are made in the appropriate offices as may be required under applicable lawApplicable Law, and (ii) 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 each Security Agreement) of the Collateral thereunder is obtained by the Collateral Agent to the extent required by Applicable Law, such Security Document will constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Credit Loan Parties in such Security Agreement Collateral, in each case subject to no Liens other than the applicable Permitted Liens.

Security Documents. (a) The Pledge Agreement is effective to create 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 Pledge Agreement) and, when such Collateral is delivered to the Collateral Agent, the Pledge Agreement shall 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. (b) The Security Agreement is effective to create in favor of the Collateral Agent, for the ratable benefit of the Secured Parties, a legal, valid and enforceable security interest in and Lien on the Collateral (as defined in the Security Agreement Collateral Agreement) 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) the Credit Parties have complied with Section 3.03 of the Security AgreementCertificate, the Security Agreement shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the grantors thereunder in such Collateral (other than (A) Collateral, to the Intellectual Property (as defined in the Security Agreement) and (B) such Collateral in which extent that a security interest cannot can be perfected under in such Collateral by filing, recording or registering a financing statement or analogous document in the United States of America (or any political subdivision thereof) and its territories and possessions pursuant to the Uniform Commercial Code as or other applicable law in effect at the relevant time in the relevant such jurisdiction), in each case subject prior and superior in right to no Liens any other Person, other than Permitted Lienswith respect to Liens expressly permitted by Section 6.02. (bc) When the Security Agreement (including all schedules thereto) or a short-form evidence thereof is filed in the United States Patent and Trademark Office and the United States Copyright Office in the manner prescribed by each office and all actions required under the laws of the state of organization of the relevant Credit Party with respect to the perfection of a security interest in such intangible property are undertakenOffice, the Collateral Agent, for the benefit of the Secured Parties, Security Agreement shall have constitute a fully perfected Lien on, and security interest in, all right, title and interest of the grantors thereunder Loan Parties in the U.S. Intellectual Property (as defined in the Security Agreement) to in which a security interest may be perfected by filing, recording or registering a security agreement, financing statement or analogous document in the fullest extent permitted by lawUnited States Patent and Trademark Office or the United States Copyright Office, as applicable, in each case subject prior and superior in right to no Liens any other Person other than Permitted Liens expressly permitted by Section 6.02 (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 grantors Loan Parties after the date hereof). (c) Each Mortgage executed and delivered as of the Closing Date is, or, to the extent any Mortgage is duly executed and delivered thereafter by the relevant Credit Party, will be, effective to create, in favor of the Collateral Agent, for its benefit and the benefit of the Secured Parties, a legal, valid and enforceable first priority Lien on and security interest in all of the Credit 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 on Schedule 1.01(a) (or, in the case of any Mortgage executed and delivered after the date thereof in accordance with the provisions of Sections 5.11 and 5.12, when such Mortgage is filed in the offices specified in the local counsel opinion delivered with respect thereto in accordance with the provisions of Sections 5.11 and 5.12), the Mortgages shall constitute fully perfected Liens on, and security interests in, all right, title and interest of the Credit Parties in the Mortgaged Real Properties and the proceeds thereof, in each case prior and superior in right to any other person, other than Prior Liens. (d) Each Security Document (other than Mortgages) delivered pursuant to Section 5.11 and Section 5.12 will, upon execution and delivery thereof, be effective to create in favor of the Collateral Agent, for the ratable benefit of the Secured Parties, a legal, valid and enforceable Lien on all of the Credit Parties’ right, title and interest in and to the Collateral thereunder, and when such Security Document is filed or recorded in the appropriate offices as may be required under applicable law, such Security Document will constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Credit Parties in such Security Agreement Collateral, in each case subject to no Liens other than the applicable Permitted Liens.

Security Documents. (a) The With respect to all Loan Parties other than the Domestic Loan Parties, the Security Agreement is effective to Documents create in favor of the Collateral Agent, Administrative Agent (for the benefit of itself and the other applicable Credit Parties) or the Australian Security Trustee, as applicable, and, with respect to the Liens granted by the Japanese Loan Parties, each of the Japanese Secured Parties, as applicable, a legal, valid valid, continuing and enforceable security interest in and Lien the Collateral (with respect to (a) the security interests in bank accounts under Japanese Security Documents, upon the consent of the applicable account bank, (b) the security interests (joto tampo) in Accounts under the Japanese Security Documents, whereupon there is a contractual restriction on the grant of such security interest (joto tampo), upon the consent of the relevant Account debtor, and (c) the security interests in insurance claims under the Japanese Security Documents, whereupon there is a contractual restriction on the grant of such security interest, upon the consent of the relevant insurers, and the Security Documents constitute, or will upon the filing of financing statements or other requisite registrations and recordations or obtaining consents (including, with respect to IP Collateral, the filing and recordation of the Intellectual Property Security Agreement Collateral and(or other appropriate documents) with the United States Patent and Trademark Office, when (iUnited States Copyright Office, Canadian Intellectual Property Office, the Patent Office of Japan, the Agency for Cultural Affairs or the Software Information Center, and any substitute or successor agency) financing statements and other filings and/or the obtaining of “control”, in appropriate form are filed in the offices specified on Schedule 6 each case with respect to the Perfection Certificate and (ii) relevant Collateral as required under the Credit Parties have complied with Section 3.03 applicable UCC or similar legislation of the Security Agreementany jurisdiction, including, without limitation, the Security Agreement shall constitute PPSA, the Civil Code of Quebec and the Australian PPSA, the creation of a fully perfected Lien on, and security interest in, all right, title and interest of the grantors Loan Parties thereunder in such Collateral that may be perfected in the United States, Canada, Australia or Japan by filing, recording or registering a financing statement or analogous document (and, in the case of IP Collateral and any other than (A) Intellectual Property, the filing and recordation of the Intellectual Property (as defined in the Security Agreement) and (B) 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 subject to no Liens other than Permitted Liens. (b) When the Security Agreement (including all schedules theretoor other appropriate documents) or a short-form thereof is filed in with the United States Patent and Trademark Office and the United States Copyright Office, the Canadian Intellectual Property Office in or the manner prescribed by each office and all actions required under Patent Office of Japan, the laws of Agency for Cultural Affairs or the state of organization of the relevant Credit Party with respect Software Information Center) or, to the perfection of a security interest in such intangible property are undertaken, extent required by 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 grantors thereunder in the U.S. Intellectual Property (as defined in the Security Agreement) to the fullest extent permitted by law, in each case subject to no Liens other than Permitted Liens Loan Documents (it being understood that subsequent recordings in the United States Patent and Trademark Office and the Office, United States Copyright Office, Canadian Intellectual Property Office, the Patent Office of Japan, the Agency for Cultural Affairs or the Software Information Center, or a substitute or successor agency may be necessary to perfect a Lien on registered trademarksIntellectual Property acquired, trademark applications and copyrights acquired by the grantors register or applied for after the date hereof). Notwithstanding anything to the contrary herein, the Loan Parties shall have no obligation to perfect Liens on any IP Collateral or other Intellectual Property in any jurisdiction outside the United States, Canada, Australia, or Japan. (cb) Each Mortgage executed and delivered as of the Closing Date is, or, With respect to the extent any Mortgage is duly executed and delivered thereafter by the relevant Credit Party, will be, effective to create, in favor of the Collateral Agent, for its benefit and the benefit of the Secured Domestic Loan Parties, a legalthe Security Documents, valid and enforceable first priority Lien on and security interest in all of the Credit 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 on Schedule 1.01(a) (or, in the case of any Mortgage executed and delivered after the date thereof in accordance taken together with the provisions of Sections 5.11 and 5.12Interim Order and/or the Final Order, when such Mortgage is filed in the offices specified in the local counsel opinion delivered with respect thereto in accordance with the provisions of Sections 5.11 and 5.12), the Mortgages shall constitute fully perfected Liens on, and security interests in, all right, title and interest of the Credit Parties in the Mortgaged Real Properties and the proceeds thereof, in each case prior and superior in right to any other person, other than Prior Liens. (d) Each Security Document (other than Mortgages) delivered pursuant to Section 5.11 and Section 5.12 will, upon execution and delivery thereof, be are effective to create in favor of the Collateral Agent, Administrative Agent (for the ratable benefit of itself and the Secured other applicable Credit Parties, ) a legal, valid valid, continuing and enforceable Lien on all of the Credit Parties’ right, title and security interest in and to the Collateral pledged hereunder or thereunder, and when such Security Document is filed or recorded in the appropriate offices as may be required under applicable law, such Security Document will constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Credit Parties in such Security Agreement Collateral, in each case subject to no Liens other than Priority Permitted Encumbrances and the applicable Permitted Carve-Out and subject to the DIP Intercreditor Agreement. Pursuant to the terms of the Interim Order and/or Final Order, no filing or other action will be necessary to perfect or protect such Liens and security interests. Pursuant to and to the extent provided in the Interim Order and/or the Final Order, the Obligations of the Loan Parties under this Agreement will constitute allowed super-priority administrative expense claims in the Cases under Section 364(c) of the Bankruptcy Code, having priority over all administrative expense claims and unsecured claims against such Loan Parties now existing or hereafter arising, of any kind whatsoever, including, without limitation, all administrative expense claims of the kind specified in Sections 503(b) and 507(b) of the Bankruptcy Code and all super-priority administrative expense claims granted to any other Person (including, for the avoidance of doubt, subject to the entry of the Final Order, the proceeds of Avoidance Actions), subject only to the Carve-Out. Notwithstanding anything to the contrary herein, the Carve-Out shall be senior to all Liens and claims (including administrative and superpriority claims) securing the Obligations, the Loan Parties’ pre-petition obligations, adequate protection Liens., and all other Liens or claims (including administrative claims and DIP Superpriority Claims), including all other forms of adequate protection, Liens, or claims (including administrative claims and DIP Superpriority Claims) securing the Obligations and pre-petition obligations granted or recognized as valid, including the Liens, security interests, and claims (including administrative claims and DIP Superpriority Claims) granted to the Administrative Agent and the other Credit Parties