Common use of Security Documents Clause in Contracts

Security Documents. Subject to the time periods set forth in Schedule 5.2, the Guarantee and Collateral Agreement is effective to create in favor of the Lender a legal, valid and enforceable security interest in the Collateral described therein and proceeds thereof, except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting the enforcement of creditors’ rights generally or by general equitable principles (whether enforcement is sought by proceedings in equity or at law). In the case of the Pledged Stock described in the Guarantee and Collateral 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 or the corresponding code or statute of any other applicable jurisdiction (“Certificated Securities”), when certificates representing such Pledged Stock are delivered to the Lender, and in the case of the other Collateral constituting personal property described in the Guarantee and Collateral Agreement, when financing statements and other filings specified on Schedule 4.19 in appropriate form are filed in the offices specified on Schedule 4.19, the Lender shall have a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral and the proceeds thereof, as security for the Obligations, in which a security interest may be perfected 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 UCC or upon the receipt and recording of an Intellectual Property Security Agreement with the USCRO or the USPTO, as applicable, in each case, prior and superior in right to any other Person (except, in the case of Collateral other than Pledged Stock, Liens permitted by Section 7.2 or in the case of Collateral that is Pledged Stock, Liens permitted by Section 7.2 which arise by operation of law). Each of the Mortgages delivered after the Closing Date will be, upon execution, effective to create in favor of the Lender a legal, valid and enforceable Lien on the Mortgaged Properties described therein and proceeds thereof, and when the Mortgages are filed in the offices for the applicable jurisdictions in which the Mortgaged Properties are located, each such Mortgage shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in the Mortgaged Properties and the proceeds thereof, as security for the Obligations (as defined in the relevant Mortgage), in each case, prior and superior in right to any other Person (subject to Liens permitted by Section 7.2).

Security Documents. Subject to the time periods set forth in Schedule 5.2, the (a) The Guarantee and Collateral Agreement is effective to create in favor of the Lender Administrative Agent, for the benefit of the Secured Parties, a legal, valid and enforceable security interest in the Collateral described therein and proceeds thereof, thereof except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium moratorium, or other similar laws relating to or affecting the enforcement of creditors’ rights generally or and by general equitable principles of equity (regardless of whether enforcement is sought by proceedings in a proceeding in equity or at law). In the case of the Pledged Stock that are Securities (as defined in the UCC) described in the Guarantee and Collateral 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 or the corresponding code or statute of any other applicable jurisdiction (“Certificated Securities”)Agreement, when stock certificates representing such Pledged Stock are delivered to the LenderAdministrative Agent (together with a properly completed and signed stock power or endorsement), and in the case of the other Collateral constituting personal property in which a security interest can be perfected under the relevant UCC by filing a UCC financing statement and described in the Guarantee and Collateral Agreement, when financing statements and other filings specified on Schedule 4.19 5.18 in appropriate form are filed in the offices specified on Schedule 4.195.18, the Lender Guarantee and Collateral Agreement shall have constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral and the proceeds thereof, as security for the Obligations, in which a security interest may be perfected by filing, recording or registering a financing statement or analogous document Obligations (as defined in the United States (or any political subdivision thereof) Guarantee and its territories and possessions pursuant to the UCC or upon the receipt and recording of an Intellectual Property Security Agreement with the USCRO or the USPTO, as applicableCollateral Agreement), in each case, case prior and superior in right to any other Person (except, in the case of Collateral other than Pledged Stock, Liens permitted by Section 7.2 or subsection 8.3 and, in the case of Collateral that is consisting of Pledged Stock, inchoate Liens permitted by Section 7.2 which arise arising by operation of law). . (b) Each of the Mortgages delivered after the Closing Date will be, upon execution, proper filing is effective to create in favor of the Lender Administrative Agent, for the benefit of the Secured Parties, a legal, valid and enforceable Lien on the Mortgaged Properties described therein and proceeds thereofthereof except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, or similar laws affecting creditors’ rights generally and by general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law), and when the Mortgages are filed in the offices for the applicable jurisdictions in which the Mortgaged Properties are locatedappropriate recording offices, each such Mortgage shall constitute a fully perfected valid and enforceable Lien on, and security interest in, with record notice to third parties on all right, title and interest of the Loan Parties in the Mortgaged Properties and the proceeds thereof, as security for the Obligations (as defined in the relevant Mortgage), in each case, case prior and superior in right to any other Person (except that that the Lien created in the Mortgaged Properties may be subject to the Liens permitted by Section 7.2subsection 8.3).

Security Documents. Subject to the time periods set forth in Schedule 5.2, the The Guarantee and Collateral Agreement is effective to create in favor of the Lender Collateral Agent, for the benefit of the Secured Parties, a legal, valid and enforceable security interest in the Collateral described therein and the proceeds thereof, except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting the enforcement of creditors’ rights generally or by general equitable principles (whether enforcement is sought by proceedings in equity or at law). In the case of (i) the Pledged Stock described in the Guarantee and Collateral 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 or the corresponding code or statute of any other applicable jurisdiction (“Certificated Securities”)Stock, when stock certificates representing such Pledged Stock are delivered to the LenderCollateral Agent together with stock powers duly endorsed in blank, (ii) security interests in the Investment Accounts that can be perfected by control, when the Account Control Agreements and the Depositary Agreement have been duly executed and delivered by the parties thereto, and (iii) security interests in the case of the other Collateral constituting personal property described in the Guarantee and Collateral AgreementAgreement that can be perfected by the filing of financing statements under the Uniform Commercial Code, when financing statements and other filings specified on Schedule 4.19 4.22(a) in appropriate form are filed in the offices specified on Schedule 4.194.22(a), the Lender shall have a fully perfected Lien on, Liens granted under the Guarantee and security interest in, all right, title and interest of the Loan Parties in such Collateral and the proceeds thereof, as security for the Obligations, in which a security interest may be perfected 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 UCC or upon the receipt and recording of an Intellectual Property Security Agreement with the USCRO or the USPTO, as applicable, in each case, prior and superior in right to any other Person (except, in the case of Collateral other than Pledged Stock, Liens permitted by Section 7.2 or in the case of Collateral that is Pledged Stock, Liens permitted by Section 7.2 which arise by operation of law). Each of the Mortgages delivered after the Closing Date will be, upon execution, effective to create in favor of the Lender a legal, valid and enforceable Lien on the Mortgaged Properties described therein and proceeds thereof, and when the Mortgages are filed in the offices for the applicable jurisdictions in which the Mortgaged Properties are located, each such Mortgage shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of Holdings and the Loan Parties in the Mortgaged Properties such Collateral and the proceeds thereof, as security for the Guaranteed Obligations (as defined in the relevant MortgageGuarantee and Collateral Agreement), in each case, case prior and superior in right to any other Person except (subject A) in the case of Collateral other than Pledged Stock, Permitted Liens, or (B) in the case of any Pledged Stock, Liens (x) arising pursuant to Liens permitted by Section 7.2)the limited liability company agreements, partnership agreements or other governing documents of the Loan Parties or applicable securities laws, (y) for taxes not yet due or delinquent or (z) arising pursuant to the Security Documents.

Security Documents. Subject to the time periods set forth in Schedule 5.2, the (a) The Guarantee and Collateral Agreement is effective to create in favor of the Lender Administrative Agent, for the benefit of the Secured Parties, a legal, valid and enforceable security interest in the Collateral described therein and proceeds thereof, except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting the enforcement of creditors’ rights generally or by general equitable principles (whether enforcement is sought by proceedings in equity or at law). In the case of the Pledged Stock described in the Guarantee and Collateral 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 or the corresponding code or statute of any other applicable jurisdiction (“Certificated Securities”), when certificates representing such Pledged Stock (which, in the case of a certificated securities in registered form, are indorsed to the Administrative Agent or in blank by an effective indorsement) are delivered to the LenderAdministrative Agent, and in the case of the other Collateral constituting personal property described in the Guarantee and Collateral Agreement, when financing statements and other filings specified on Schedule 4.19 4.19(a) to the Disclosure Letter in appropriate form are filed in the offices specified on Schedule 4.194.19(a) to the Disclosure Letter, the Lender Administrative Agent, for the benefit of the Secured Parties, shall have a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral and the proceeds thereof, as security for the Obligations, in which a security interest may be perfected 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 UCC or upon the receipt and recording of an Intellectual Property Security Agreement with the USCRO or the USPTO, as applicable, in each case, case prior and superior in right to any other Person (except, in the case of Collateral other than Pledged Stock, Liens permitted by Section 7.2 or in 7.3). As of the case Closing Date, none of Collateral the Capital Stock of any Group Member that is Pledged Stock, Liens permitted by Section 7.2 which arise by operation of law). a limited liability company or partnership has any Capital Stock that is a Certificated Security. (b) Each of the Mortgages delivered after the Closing Date will be, upon execution, effective to create in favor of the Lender Administrative Agent, for the benefit of the Secured Parties, a legal, valid and enforceable Lien on the Mortgaged Properties described therein and proceeds thereof, and when the Mortgages are filed in the offices for the applicable jurisdictions in which the Mortgaged Properties are located, each such Mortgage shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in the Mortgaged Properties and the proceeds thereof, as security for the Obligations (as defined in the relevant Mortgage), in each case, case prior and superior in right to any other Person (subject only to Liens expressly permitted by Section 7.27.3).

Security Documents. Subject to the time periods set forth in Schedule 5.2, the (a) The Guarantee and Collateral Agreement is effective to create in favor of the Lender Administrative Agent, for the ratable benefit of the Secured Parties, a legal, valid and enforceable security interest in the Collateral described therein and the proceeds thereof, except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting the enforcement of creditors’ rights generally or by general equitable principles (whether enforcement is sought by proceedings in equity or at law). In the case of the Pledged Stock Stock, if any, described in the Guarantee and Collateral 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 or the corresponding code or statute of any other applicable jurisdiction (“Certificated Securities”), when certificates representing such Pledged Stock are delivered to the LenderAdministrative Agent, and in the case of the other Collateral constituting personal property described in the Guarantee and Collateral Agreement, when financing statements and other filings specified on Schedule 4.19 4.19(a) in appropriate form are filed in the offices specified on Schedule 4.194.19(a), the Lender Administrative Agent, for the benefit of the Secured Parties, shall have a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral and the proceeds thereof, as security for the Obligations, in which a security interest may be perfected 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 UCC or upon the receipt and recording of an Intellectual Property Security Agreement with the USCRO or the USPTO, as applicable, in each case, case prior and superior in right to any other Person (except, in the case of Collateral other than Pledged Stock, Liens permitted by Section 7.2 or in 7.3). As of the case of Collateral Closing Date, no Loan Party that is Pledged Stock, Liens permitted by Section 7.2 which arise by operation of law). Each of the a limited liability company or partnership has any Capital Stock that is a not Certificated Security. (b) Any Mortgages delivered after the Closing Date pursuant to Section 6.12 will be, upon execution, effective to create in favor of the Lender Administrative Agent, for the benefit of the Secured Parties, a legal, valid and enforceable Lien on the Mortgaged Properties described therein and proceeds thereof, and when the Mortgages are filed in the offices for the applicable jurisdictions in which the Mortgaged Properties are located, each such Mortgage shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in the Mortgaged Properties and the proceeds thereof, as security for the Obligations (as defined in the relevant Mortgage), in each case, case prior and superior in right to any other Person (subject to other than Liens permitted by Section 7.2)7.3.

Security Documents. Subject to The Security Documents, upon execution and delivery by the time periods set forth in Schedule 5.2parties thereto, the Guarantee and Collateral Agreement is are effective to create in favor of the Lender a Collateral Agent for the benefit of the applicable Secured Parties legal, valid and enforceable security interest in the Collateral described therein and proceeds thereof, except as enforceability may be limited by (subject to (a) applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting the enforcement of creditors’ rights generally or by and general equitable principles (of equity, regardless of whether enforcement is sought by proceedings considered in a proceeding in equity or at law). In law and other matters which are set out as qualifications or reservations as to matters of law of general application in any legal opinion delivered pursuant to the case Loan Documents, (b) any filings, notices and registrations and other perfection requirements necessary to create or perfect the Liens on the Collateral granted by the Loan Parties in favor of the Pledged Stock described in the Guarantee and Collateral Agreement that are securities represented by stock certificates Secured Parties (which filings or otherwise constituting certificated securities within the meaning of Section 8-102(a)(15) of the UCC or the corresponding code or statute of any other applicable jurisdiction (“Certificated Securities”), when certificates representing such Pledged Stock are delivered recordings shall be made to the Lenderextent required by any Security Document) and (c) with respect to enforceability against Foreign Subsidiaries or under non-U.S. laws, the effect of non-U.S. laws, rules and regulations as they relate to pledges, if any, of Equity Interests in the case of the other Collateral constituting personal property described in the Guarantee Foreign Subsidiaries and Collateral Agreement, when financing statements intercompany Indebtedness owed by Foreign Subsidiaries and other filings specified on Schedule 4.19 in appropriate form are filed in the offices specified on Schedule 4.19, the Lender shall have a fully perfected Lien items of Collateral subject to unique local law perfection requirements) first priority Liens on, and security interests in, the Collateral, subject to Liens permitted pursuant to Section 6.02 and, (i) when all appropriate filings, notices or recordings are made in the appropriate offices, corporate records or with the appropriate Persons as may be required under applicable laws and/or any Security Document (which filings, notices or recordings shall be made to the extent required by any Security Document) 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), such Security Document will constitute perfected Liens on, and security interests in, all right, title and interest of the Loan Parties in such Collateral and the proceeds thereofCollateral, as security for the Obligations, in which a security interest may be perfected 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 UCC or upon the receipt and recording of an Intellectual Property Security Agreement with the USCRO or the USPTO, as applicable, in each case, prior and superior in right to any other Person (except, in the case of Collateral other than Pledged Stock, Liens permitted by Section 7.2 or in the case of Collateral that is Pledged Stock, Liens permitted by Section 7.2 which arise by operation of law). Each of the Mortgages delivered after the Closing Date will be, upon execution, effective to create in favor of the Lender a legal, valid and enforceable Lien on the Mortgaged Properties described therein and proceeds thereof, and when the Mortgages are filed in the offices for the applicable jurisdictions in which the Mortgaged Properties are located, each such Mortgage shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in the Mortgaged Properties and the proceeds thereof, as security for the Obligations (as defined in the relevant Mortgage), in each case, prior and superior in right to any other Person (subject to Liens permitted by pursuant to Section 7.2)6.02.

Security Documents. Subject to the time periods set forth in Schedule 5.2, the Guarantee (a) The Guaranty and Collateral Security Agreement is effective to create creates in favor of the Lender Agent, for the benefit of the Credit Parties referred to therein, a legal, valid valid, continuing and enforceable security interest in the Collateral described therein (as defined in the Guaranty and proceeds thereofSecurity Agreement), except as enforceability may be limited by subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting the enforcement of creditors’ rights generally or by and subject to general equitable principles (of equity, regardless of whether enforcement is sought by proceedings considered in a proceeding in equity or at law). In Upon the case making of the Pledged Stock described filings contemplated in the Guarantee Guaranty and Collateral Security Agreement that are securities represented by stock certificates or otherwise constituting certificated securities within and/or the meaning obtaining of Section 8-102(a)(15“control” (as defined in the UCC) of the UCC or Collateral under the corresponding code or statute of any other applicable jurisdiction (“Certificated Securities”), when certificates representing such Pledged Stock are delivered to the Lender, Guaranty and in the case of the other Collateral constituting personal property described in the Guarantee and Collateral Security Agreement, when financing statements and other filings specified on Schedule 4.19 in appropriate form are filed in the offices specified on Schedule 4.19, the Lender shall Agent will have a fully perfected Lien on, and security interest in, to and under all right, title and interest of the Loan Parties thereunder in such all Collateral and the proceeds thereof, as security for the Obligations, in which a security interest 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 United States (UCC) or any political subdivision thereof) and its territories and possessions pursuant to the UCC or upon the receipt and recording of an Intellectual Property Security Agreement with the USCRO or the USPTO, as applicableby obtaining control, in each case, case prior and superior in right to any other Person (except, in the case of Collateral other than Pledged Stock, Liens permitted by Section 7.2 or in the case of Collateral that is Pledged Stock, Liens permitted by Section 7.2 Permitted Encumbrances which arise by operation of lawLaw or the ABL Intercreditor Agreement or any Customary Intercreditor Agreement would have priority to the Liens securing the Obligations). . (b) Each of the Mortgages delivered after the Closing Date Mortgage creates, or when executed will becreate, upon execution, effective to create in favor of the Lender Agent, for the benefit of the Credit Parties referred to therein, a legal, valid valid, continuing and enforceable Lien on the Mortgaged Properties described therein and proceeds thereof, and when the Mortgages are filed security interest in the offices for applicable Mortgaged Property, 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 applicable jurisdictions in which recording of each Mortgage, the Mortgaged Properties are located, each such Mortgage shall constitute Agent will have a fully perfected Lien on, and security interest in, to and under all right, title and interest of the Loan Parties thereunder in the applicable Mortgaged Properties and the proceeds thereof, as security for the Obligations (as defined in the relevant Mortgage)Property, in each case, case prior and superior in right to any other Person (subject other than Permitted Encumbrances that by operation of Law or the ABL Intercreditor Agreement or any Customary Intercreditor Agreement would have priority to the Liens permitted by Section 7.2securing the Obligations).

Security Documents. Subject to the time periods set forth in Schedule 5.2, the Guarantee and Collateral (a) The Security Agreement is effective to create in favor of the Lender Lender, a legal, valid and enforceable security interest in the Collateral described therein and proceeds thereof, except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting the enforcement of creditors’ rights generally or by general equitable principles (whether enforcement is sought by proceedings in equity or at law). In the case of the Pledged Stock described in the Guarantee and Collateral 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 or the corresponding code or statute of any other applicable jurisdiction (“Certificated Securities”)Security Agreement, when any stock certificates representing such Pledged Stock are delivered to the Lender, and in the case of the other Collateral constituting personal property described in the Guarantee and Collateral Security Agreement, when financing statements and other filings specified on Schedule 4.19 in appropriate form are filed in the offices specified on Schedule 4.193.14(a) (which financing statements have been duly completed and delivered to the Lender) and such other filings as are specified on Schedule 7 to the Security Agreement have been completed, the Lender Security Agreement shall have constitute a fully perfected Lien on, and security interest in, all right, title and interest of interest, if any, that the Loan Parties now have or may hereafter acquire in and to such Collateral and the proceeds thereof, as security for the Obligations, in which a security interest may be perfected by filing, recording or registering a financing statement or analogous document Obligations (as defined in the United States (or any political subdivision thereof) and its territories and possessions pursuant to the UCC or upon the receipt and recording of an Intellectual Property Security Agreement with the USCRO or the USPTO, as applicableAgreement), in each case, case prior and superior in right to any other Person (exceptexcept Liens permitted by Section 6.2); provided, however, that in the case of Collateral Intellectual Property, no representation or warranty is made with respect to the perfection of any security interest in Intellectual Property arising under the laws of any country other than Pledged Stock, Liens permitted by Section 7.2 or in the case of Collateral that is Pledged Stock, Liens permitted by Section 7.2 which arise by operation of law). United States. (b) Each of the Mortgages delivered after the Closing Date will be, upon execution, is effective to create in favor of the Lender a legal, valid and enforceable Lien on the Mortgaged Properties described therein and proceeds thereof, ; and when the Mortgages are filed in the offices for specified on Schedule 3.14(b) (in the applicable jurisdictions case of the Mortgages to be executed and delivered on the Closing Date) or in which the Mortgaged Properties are locatedrecording office designated by the Borrower (in the case of any Mortgage to be executed and delivered pursuant to Section 5.7(h)), each such Mortgage shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in the Mortgaged Properties described therein and the proceeds thereof, as security for the Obligations (as defined in the relevant Mortgage), in each case, case prior and superior in right to any other Person (subject to other than Persons holding Liens or other encumbrances or rights permitted by Section 7.2the relevant Mortgage). To the knowledge of the Borrower, Schedule 1.1D includes, as of the Closing Date, each real property owned in fee by the Loan Parties and each leasehold interest in real property of the Loan Parties in each case having a market value (together with improvements thereon) of at least $5,000,000. (c) The Fiat Pledge Agreement is effective to create in favor of the Lender a legal, valid and enforceable security interest in the Collateral described therein and proceeds thereof. In the case of the Pledged Stock described in the Fiat Pledge Agreement, when any stock certificates representing such Pledged Stock are delivered to the Lender, and in the case of the other Collateral described in the Fiat Pledge Agreement, when financing statements in appropriate form are filed in the offices specified on Schedule 3.14(a) (which financing statements have been duly completed and delivered to the Lender) the Fiat Pledge Agreement shall constitute a fully perfected Lien on, and security interest in, all right, title and interest, that Fiat may now have and may hereafter acquire in such Collateral and the proceeds thereof, as security for the Obligations (as defined in the Fiat Pledge Agreement), in each case prior and superior in right to any other Person.

Security Documents. Subject to the time periods set forth in Schedule 5.2, the (a) The Guarantee and Collateral Agreement is effective to create in favor of the Lender Collateral Agent, for the ratable benefit of the Senior Secured Parties, a legal, valid valid, binding and enforceable security interest in the Collateral described therein and proceeds thereof, except as enforceability may be limited by subject to applicable insolvency, bankruptcy, insolvency, reorganization, moratorium moratorium, fraudulent transfer and other laws now or other similar laws relating hereafter in effect generally affecting rights of creditors and (including with respect to or affecting the enforcement specific performance) principles of creditors’ rights generally or by general equitable principles (equity, whether enforcement is sought by proceedings considered in a proceeding in equity or at law). In in law and to the discretion of the court before which any proceeding therefor may be brought, and (i) in the case of the Pledged Stock described in Securities, upon the Guarantee and Collateral Agreement that are securities represented by stock certificates or otherwise constituting certificated securities within the meaning earlier of Section 8-102(a)(15(A) of the UCC or the corresponding code or statute of any other applicable jurisdiction (“Certificated Securities”), when certificates representing such Pledged Stock Securities are delivered to the Lender, Collateral Agent and in the case of the other Collateral constituting personal property described in the Guarantee and Collateral Agreement, (B) when financing statements and other filings specified on Schedule 4.19 in appropriate form are filed in the offices specified on Schedule 4.193.19(a); (ii) in the case of Deposit Accounts not constituting Excluded Perfection Assets, by the execution and delivery of Control Agreements providing for “control” as described in Section 9-104 of the UCC; (iii) in the case of Securities Accounts not constituting Excluded Perfection Assets, upon the earlier of (A) the filing of financing statements in the offices specified on Schedule 3.19(a) and (B) the execution and delivery of Control Agreements providing for “control” as described in Section 9-106 of the UCC; and (iv) in the case of all other Collateral described therein (other than Mortgaged Properties, Excluded Perfection Assets, Intellectual Property Collateral, money not credited to a Deposit Account or letter of credit rights not constituting supporting obligations), when financing statements in appropriate form are filed in the offices specified on Schedule 3.19(a), the Lender Guarantee and Collateral Agreement shall have constitute a fully perfected Lien on, all right, title and interest of the Senior Secured Parties in such Collateral and proceeds thereof, as security for the Secured Obligations arising hereunder, in each case prior and superior to the rights of any other Person (except, in the case of all Collateral other than Pledged Securities, with respect to Permitted Liens, and in respect of Pledged Securities, the Permitted Liens set forth in clause (e) of Section 6.02). (b) Each Intellectual Property Security Agreement is effective to create in favor of the Collateral Agent, for the ratable benefit of the Senior Secured Parties, a legal, valid, binding and enforceable security interest in the Intellectual Property Collateral described therein and proceeds thereof, subject to applicable insolvency, bankruptcy, reorganization, moratorium, fraudulent transfer and other laws now or hereafter in effect generally affecting rights of creditors and (including with respect to specific performance) principles of equity, whether considered in a proceeding in equity or in law and to the discretion of the court before which any proceeding therefor may be brought. When each Intellectual Property Security Agreement is filed in the United States Patent and Trademark Office and the United States Copyright Office, respectively, together with financing statements in appropriate form filed in the offices specified in Schedule 3.19(a), in each case within the time period prescribed by Applicable Law, such Intellectual Property Security Agreement shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties grantors thereunder in such Collateral and the proceeds thereofIntellectual Property Collateral, as security for the Obligations, in which a security interest may be perfected 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 UCC or upon the receipt and recording of an Intellectual Property Security Agreement with the USCRO or the USPTO, as applicableSecured Obligations arising hereunder, in each case, case prior and superior in right to any other Person (except, except with respect to Permitted Liens) (it being understood that subsequent recordings in the case of 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, patent applications and registered copyrights acquired by the grantors after the Funds Availability Date and additional filings and/or other actions may be necessary to perfect the Collateral other than Pledged Stock, Liens permitted by Section 7.2 or Agent’s security interest in the case of Intellectual Property Collateral that is Pledged Stock, Liens permitted created under the laws of a jurisdiction outside the United States. Any such additional filings and/or other actions that may be necessary to perfect the Collateral Agent’s security interest in registrations and applications for registration of Intellectual Property (as defined in the Guarantee and Collateral Agreement) included in the Intellectual Property Collateral that is created under the laws of a jurisdiction outside the United States shall be described in writing to the Collateral Agent and its legal counsel by Section 7.2 which arise by operation of lawthe Borrower or its legal counsel). . (c) Each of the Mortgages delivered after the Closing Date will be, upon execution, is effective to create in favor of the Lender Collateral Agent, for the ratable benefit of the Senior Secured Parties, a legal, valid valid, binding, subsisting and enforceable Lien on on, and security interest in, all of the Loan Parties’ right, title and interest in and to the Mortgaged Properties described therein Property thereunder and proceeds thereof, subject to applicable insolvency, bankruptcy, reorganization, moratorium, fraudulent transfer and other laws now or hereafter in effect generally affecting rights of creditors and (including with respect to specific performance) principles of equity, whether considered in a proceeding in equity or in law, and to the discretion of the court before which any proceeding therefor may be brought, and when the Mortgages are filed recorded in the offices for the applicable jurisdictions in which the Mortgaged Properties are locatedspecified on Schedule 3.19(c), each such Mortgage shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties grantors thereof in the such Mortgaged Properties Property and the proceeds thereof, as security for the Secured Obligations (as defined in the relevant Mortgage)hereunder, in each case, case prior and superior in right to any other Person (subject to except Liens expressly permitted by clause (a), (f) and (g) of Section 7.2)6.02.

Security Documents. Subject to the time periods set forth in Schedule 5.2, the (a) The Guarantee and Collateral Agreement is effective to create in favor of the Lender Administrative Agent, for the benefit of the Secured Parties, a legal, valid and enforceable security interest in the Collateral described therein and proceeds thereof, except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting the enforcement of creditors’ rights generally or by general equitable principles (whether enforcement is sought by proceedings in equity or at law). In the case of the Pledged Stock described in the Guarantee and Collateral Agreement that are securities represented by stock certificates or otherwise constituting certificated securities within the meaning of Section 8-102(a)(15) of the California UCC or the corresponding code or statute of any other applicable jurisdiction (“Certificated Securities”), when certificates representing such Pledged Stock are delivered to the LenderAdministrative Agent, and in the case of the other Collateral constituting personal property described in the Guarantee and Collateral Agreement, when financing statements and other filings specified on Schedule 4.19 4.19(a) in appropriate form are filed in the offices specified on Schedule 4.194.19(a), the Lender Administrative Agent, for the benefit of the Secured Parties, shall have a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral and the proceeds thereof, as security for the Obligations, in which a security interest may be perfected 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 UCC or upon the receipt and recording of an Intellectual Property Security Agreement with the USCRO or the USPTO, as applicable, in each case, case prior and superior in right to any other Person (except, in the case of Collateral other than Pledged Stock, Liens permitted by Section 7.2 7.3), to the extent that such Lien and security interest may be perfected by the taking of possession of such Collateral or in the case filing of Collateral that is Pledged Stock, Liens permitted by Section 7.2 which arise by operation of law). such financing statements and other filings. (b) Each of the Mortgages delivered after the Closing Date will be, upon execution, effective to create in favor of the Lender Administrative Agent, for the benefit of the Secured Parties, a legal, valid and enforceable Lien on the Mortgaged Properties described therein and proceeds thereof, and when the Mortgages are filed in the offices for the applicable jurisdictions in which the Mortgaged Properties are located, each such Mortgage shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in the Mortgaged Properties and the proceeds thereof, as security for the Obligations (as defined in the relevant Mortgage), in each case, case prior and superior in right to any other Person (subject to Liens permitted by Section 7.2)Person.

Security Documents. Subject to (a) Each of the time periods set forth in Schedule 5.2, the Guarantee and Collateral Agreement Security Documents is effective to create in favor of the Lender Collateral Agent, for the benefit of the Secured Parties, a legal, valid and enforceable security interest in the Collateral described therein and proceeds thereof, except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting the enforcement of creditors’ rights generally or by general equitable principles (whether enforcement is sought by proceedings in equity or at law). In the case of (i) the Pledged Capital Stock described in the Guarantee and Collateral Security Agreement that are securities represented by stock certificates or otherwise constituting certificated securities within the meaning of Section 8-102(a)(15) of the New York UCC or the corresponding code or statute of any other applicable jurisdiction (including any foreign jurisdiction) (“Certificated Securities”), when certificates representing such Pledged Capital Stock are delivered to the LenderAdministrative Agent, and in the case of (ii) the other Collateral not described in clause (i) constituting personal property described in the Guarantee and Collateral Security Agreement, when financing statements and other filings filings, agreements and actions specified on Schedule 4.19 6.19(a) in appropriate form are executed and delivered, performed or filed in the offices specified on Schedule 4.196.19(a), as the case may be, the Lender Collateral Agent, for the benefit of the Secured Parties, shall have a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral and the proceeds thereof, as security for the Obligations, in which a security interest may be perfected 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 UCC or upon the receipt and recording of an Intellectual Property Security Agreement with the USCRO or the USPTO, as applicable, in each case, case prior and superior in right to any other Person (except, in the case of Collateral other than Pledged Stock, Liens permitted by Section 7.2 or in the case of Collateral that is Pledged Stockhereunder, which Liens permitted by Section 7.2 which arise would by operation of lawlaw or contract, have priority over the Liens securing the Obligations). Other than as set forth on Schedule 6.16, as of the Closing Date, none of the Capital Stock of the Borrower or any Subsidiary Guarantor that is a limited liability company or partnership is a Certificated Security. (b) Each of the Mortgages delivered on or after the Closing Date is, or upon execution and recording will be, upon execution, effective to create in favor of the Lender Collateral Agent, for the benefit of the Secured Parties, a legal, valid and enforceable Lien on the Mortgaged Properties described therein and proceeds thereof, and when the Mortgages are filed recorded in the recording offices for the applicable jurisdictions in which the Mortgaged Properties are located, each such Mortgage shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in the Mortgaged Properties and the proceeds thereof, as security for the Obligations (as defined in the relevant Mortgage), in each case, case prior and superior in right to any other Person (subject to other than holders of Liens permitted hereunder. The UCC fixture filings on form UCC-1 for filing under the UCC in the appropriate jurisdictions in which the Mortgaged Properties covered by Section 7.2the applicable Mortgages are located, will be effective upon filing to create in favor of the Collateral Agent, for the benefit of the Secured Parties, a legal, valid and enforceable security interest in the fixtures created by the Mortgages and described therein, and when the UCC fixture filings are filed in the recording offices for the applicable jurisdictions in which the Mortgaged Properties are located, each such UCC fixture filing shall constitute a fully perfected security interest in the fixtures, as security for the Obligations (as defined in the relevant Mortgage), in each case prior and superior in right to any other Person other than holders of Liens permitted hereunder, which Liens would by operation of law or contract, have priority over the Liens securing the Obligations. Schedule 6.19(b) lists, as of the Closing Date, each parcel of owned real property located in the United States and held by Holdings or any of its Restricted Subsidiaries, noting thereon each such property that has a fair market value, in the reasonable opinion of Holdings and as agreed to by the Administrative Agent, in excess of $5,000,000.

Security Documents. Subject to the time periods set forth in Schedule 5.2, the (a) The Guarantee and Collateral Agreement is effective to create in favor of the Lender Administrative Agent, for the benefit of the Secured Parties, a legal, valid and enforceable security interest in the Collateral described therein and proceeds thereof, except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting the enforcement of creditors’ rights generally or by general equitable principles (whether enforcement is sought by proceedings in equity or at law). In the case of the Pledged Stock described in the Guarantee and Collateral 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 or the corresponding code or statute of any other applicable jurisdiction (“Certificated Securities”), when certificates representing such Pledged Stock are delivered to the LenderAdministrative Agent, and in the case of the other Collateral constituting personal property described in the Guarantee and Collateral Agreement, when financing statements and other filings specified on Schedule 4.19 4.19(a) in appropriate form are filed in the offices specified on Schedule 4.194.19(a), the Lender Administrative Agent, for the benefit of the Secured Parties, shall have a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral and the proceeds thereof, as security for the Obligations, in which a security interest may be perfected 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 UCC or upon the receipt and recording of an Intellectual Property Security Agreement with the USCRO or the USPTO, as applicable, in each case, case prior and superior in right to any other Person (except, in the case of Collateral other than Pledged Stock, Liens permitted by Section 7.2 7.3). As of the Closing Date, none of the Borrower or in the case of Collateral any Guarantor that is Pledged Stock, Liens permitted by Section 7.2 which arise by operation of law). a limited liability company or partnership has any Capital Stock that is a Certificated Security. (b) Each of the Mortgages delivered after the Closing Date will be, upon execution, effective to create in favor of the Lender Administrative Agent, for the benefit of the Secured Parties, a legal, valid and enforceable Lien on the Mortgaged Properties described therein and proceeds thereof, and when the Mortgages are filed in the offices for the applicable jurisdictions in which the Mortgaged Properties are located, each such Mortgage shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in the Mortgaged Properties and the proceeds thereof, as security for the Obligations (as defined in the relevant Mortgage), in each case, case prior and superior in right to any other Person (subject to Liens permitted by Section 7.2)Person.

Security Documents. Subject to the time periods set forth in Schedule 5.2, the (a) The Guarantee and Collateral Agreement is effective to create in favor of the Lender Administrative Agent, for the benefit of the Secured Parties, a legal, valid and enforceable security interest in the Collateral described therein and proceeds thereof, except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting the enforcement of creditors’ rights generally or by general equitable principles (whether enforcement is sought by proceedings in equity or at law). In the case of the Pledged Stock Collateral described in the Guarantee and Collateral Agreement, when such Pledged Collateral is delivered to the Administrative Agent (together with a properly completed and signed undated endorsement), in the case of Collateral consisting of Deposit Accounts or Securities Accounts, when such Deposit Accounts or Securities Accounts, as applicable, are subject to an Account Control Agreement (as defined in the Guarantee and Collateral Agreement) and in the case of the other Collateral described in the Guarantee and Collateral Agreement that are securities represented can be perfected by stock certificates the filing of such financing statement or otherwise constituting certificated securities within other filing, or by the meaning filing and recording of Section 8-102(a)(15) of the UCC or the corresponding code or statute of any other applicable jurisdiction (“Certificated Securities”)an intellectual property security agreement, when certificates representing such Pledged Stock are delivered to the Lender, and in the case of the other Collateral constituting personal property described in the Guarantee and Collateral Agreementas applicable, when financing statements and other filings specified on Schedule 4.19 4.19(a) in appropriate form are filed in the offices specified on Schedule 4.194.19(a) and intellectual property security agreements are filed and recorded in the United States Patent and Trademark Office and the United States Copyright Office, as applicable, the Lender Guarantee and Collateral Agreement shall have constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral and the proceeds thereof, as security for the Obligations, in which a security interest may be perfected by filing, recording or registering a financing statement or analogous document Obligations (as defined in the United States (or any political subdivision thereof) Guarantee and its territories and possessions pursuant to the UCC or upon the receipt and recording of an Intellectual Property Security Agreement with the USCRO or the USPTO, as applicableCollateral Agreement), in each case, case prior and superior in right to the Lien of any other Person (except, in the case of Collateral except (other than Pledged with respect to Collateral consisting of Capital Stock, ) Liens permitted by Section 7.2 or 7.3), it being understood that subsequent recordings in the case of Collateral that United States Patent and Trademark Office and the United States Copyright Office may be necessary to perfect a lien on registered trademarks, trademark applications, issued patents, patent applications, and registered copyrights (including exclusive licenses to registered copyrights under which a Loan Party is Pledged Stock, Liens permitted the licensee) acquired by Section 7.2 which arise by operation of law). the Loan Parties after the Closing Date. (b) Each of the Mortgages delivered after the Closing Date will be, upon execution, is effective to create in favor of the Lender Administrative Agent, for the benefit of the Secured Parties, a legal, valid and enforceable Lien on the Mortgaged Properties described therein and proceeds thereof, and when the Mortgages are filed in the offices specified in the local counsel legal opinions delivered in connection with the Mortgages (which legal opinions for the applicable jurisdictions in which Existing Mortgages were those delivered under the Mortgaged Properties are locatedExisting Credit Agreement), each such Mortgage shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in the Mortgaged Properties and the proceeds thereof, as security for the Obligations (as defined in the relevant Mortgage), in each case, case prior and superior in right to the Lien of any other Person (subject to except Liens permitted by Section 7.27.3). Schedule 1.1B lists, as of the Closing Date, each parcel of owned real property located in the United States and held by the Borrower or any Subsidiary Guarantor upon which a Mortgage will be granted to the Administrative Agent.

Security Documents. Subject to Each of the time periods set forth in Schedule 5.2, the Guarantee and Collateral Agreement Security Documents is effective to create in favor of the Lender Administrative Agent, for the benefit of the Secured Parties, a legal, valid and enforceable security interest in the Collateral described therein and proceeds thereof, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting the enforcement of creditors’ rights generally or and by general equitable principles (whether enforcement is sought by proceedings in equity or at law). In the case of (i) the Pledged Capital Stock described in the Guarantee and Collateral Security Agreement that are securities represented by stock certificates or otherwise constituting certificated securities within the meaning of Section 8-102(a)(15) of the New York UCC or the corresponding code or statute of any other applicable jurisdiction (“Certificated Securities”)jurisdiction, when certificates representing such Pledged Capital Stock are delivered to the LenderAdministrative Agent, and (ii) in the case of the other Collateral not described in clause (i) constituting personal property described in the Guarantee and Collateral Security Agreement, when financing statements and other filings filings, agreements and actions specified on Schedule 4.19 4.15 in appropriate form are executed and delivered, performed or filed in the offices specified on Schedule 4.194.15, as the case may be, the Lender shall Administrative Agent, for the benefit of the Secured Parties, shall, except as otherwise contemplated in the Loan Documents, have a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral and the proceeds thereof, as security for the Obligations, in which a security interest may be perfected 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 UCC or upon the receipt and recording of an Intellectual Property Security Agreement with the USCRO or the USPTO, as applicable, in each case, case prior and superior in right to any other Person (except, in the case of Collateral Permitted Priority Liens) (provided that the Administrative Agent and/or Lenders, but not such Loan Party, shall be responsible for filing UCC continuation statements as required to maintain the perfected security interests of the Administrative Agent and the other Secured Parties). Other than Pledged Stockas set forth on Schedule 4.15, Liens permitted by Section 7.2 as of the Effective Date, none of the Capital Stock of any Borrower or in the case of Collateral any Subsidiary Guarantor that is Pledged Stock, Liens permitted by Section 7.2 which arise by operation of law). Each of the Mortgages delivered after the Closing Date will be, upon execution, effective to create in favor of the Lender a legal, valid and enforceable Lien on the Mortgaged Properties described therein and proceeds thereof, and when the Mortgages are filed in the offices for the applicable jurisdictions in which the Mortgaged Properties are located, each such Mortgage shall constitute limited liability company or partnership is a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in the Mortgaged Properties and the proceeds thereof, as security for the Obligations Certificated Security (as defined in the relevant Mortgage), in each case, prior and superior in right to any other Person (subject to Liens permitted by Section 7.2Security Agreement).

Security Documents. Subject to the time periods set forth in Schedule 5.2, the (a) The Guarantee and Collateral Agreement is effective to create in favor of the Lender Collateral Trustee, for the ratable benefit of the Secured Parties, a legal, valid valid, binding and enforceable security interest in the Collateral described therein and proceeds thereofthereof (other than money not constituting identifiable proceeds of any Collateral), except as enforceability may be limited by subject to applicable insolvency, bankruptcy, insolvency, reorganization, moratorium moratorium, fraudulent transfer and other laws now or other similar laws relating hereafter in effect generally affecting rights of creditors and (including with respect to or affecting the enforcement specific performance) principles of creditors’ rights generally or by general equitable principles (equity, whether enforcement is sought by proceedings considered in a proceeding in equity or at law). In in law and to the discretion of the court before which any proceeding therefor may be brought, and (i) in the case of the Pledged Stock described in Securities, upon the Guarantee and Collateral Agreement that are securities represented by stock certificates or otherwise constituting certificated securities within the meaning earlier of Section 8-102(a)(15(A) of the UCC or the corresponding code or statute of any other applicable jurisdiction (“Certificated Securities”), when certificates representing such Pledged Stock Securities are delivered to the Lender, Collateral Trustee and in the case of the other Collateral constituting personal property described in the Guarantee and Collateral Agreement, (B) when financing statements and other filings specified on Schedule 4.19 in appropriate form are filed in the offices specified on Schedule 4.193.19(a), (ii) in the case of Deposit Accounts not constituting Excluded Perfection Assets or Counterparty Accounts, by the execution and delivery of control agreements providing for “control” as described in Section 9-104 of the UCC, (iii) in the case of Securities Accounts not constituting Excluded Perfection Assets or Counterparty Accounts, upon the earlier of (A) the filing of financing statements in the offices specified on Schedule 3.19(a) and (B) the execution and delivery of control agreements providing for “control” as described in Section 9-106 of the UCC and (iv) in the case of all other Collateral described therein (other than Excluded Perfection Assets, Intellectual Property Collateral, money not credited to a Deposit Account or letter of credit rights not constituting supporting obligations), when financing statements in appropriate form are filed in the offices specified on Schedule 3.19(a), the Lender Guarantee and Collateral Agreement shall have constitute a fully perfected Lien on, all right, title and interest of the Secured Parties in such Collateral and proceeds thereof, as security for the Guaranteed Obligations hereunder, in each case prior and superior to the rights of any other Person (except, in the case of all Collateral other than Pledged Securities in the possession of the Collateral Trustee, with respect to Permitted Liens, and in respect of Pledged Securities in the possession of the Collateral Trustee, the Permitted Liens set forth in clause (g) of the definition thereof and with respect to any other Priority Lien Obligations). (b) Each Intellectual Property Security Agreement is effective to create in favor of the Collateral Trustee, for the ratable benefit of the Secured Parties, a legal, valid, binding and enforceable security interest in the Intellectual Property Collateral described therein and proceeds thereof (other than money not constituting identifiable proceeds of any Intellectual Property Collateral), subject to applicable insolvency, bankruptcy, reorganization, moratorium, fraudulent transfer and other laws now or hereafter in effect generally affecting rights of creditors and (including with respect to specific performance) principles of equity, whether considered in a proceeding in equity or in law and to the discretion of the court before which any proceeding therefor may be brought. When each Intellectual Property Security Agreement is filed in the United States Patent and Trademark Office and the United States Copyright Office, respectively, together with financing statements in appropriate form filed in the offices specified in Schedule 3.19(a), in each case within the time period prescribed by applicable law, such Intellectual Property Security Agreement shall constitute a fully perfected Lien on, and security interest inin (if and to the extent perfection may be achieved by such filings), all right, title and interest of the Loan Parties grantors thereunder in such Collateral and the proceeds thereofIntellectual Property Collateral, as security for the Obligations, in which a security interest may be perfected 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 UCC or upon the receipt and recording of an Intellectual Property Security Agreement with the USCRO or the USPTO, as applicableGuaranteed Obligations hereunder, in each case, case prior and superior in right to any other Person (except, except with respect to Permitted Liens) (it being understood that subsequent recordings in the case of Collateral other than Pledged StockUnited States Patent and Trademark Office and the United States Copyright Office may be necessary to perfect a Lien on registered trademarks, Liens permitted trademark applications, patents, patent applications, copyright registrations and copyright applications acquired by Section 7.2 or in the case of Collateral that is Pledged Stock, Liens permitted by Section 7.2 which arise by operation of lawgrantors after the Closing Date). . (c) Each of the Mortgages delivered after the Closing Date will be, upon execution, is effective to create in favor of the Lender Collateral Trustee, for the ratable benefit of the Secured Parties, a legal, valid valid, binding, subsisting and enforceable Lien on on, and security interest in all of the Loan Parties’ right, title and interest in and to the Mortgaged Properties Property described therein and proceeds thereofthereof (other than money not constituting identifiable proceeds of any Mortgaged Property), subject to applicable insolvency, bankruptcy, reorganization, moratorium, fraudulent transfer and other laws now or hereafter in effect generally affecting rights of creditors and (including with respect to specific performance) principles of equity, whether considered in a proceeding in equity or in law, and when to the discretion of the court before which any proceeding therefor may be brought. When the Mortgages are filed in the offices for the applicable jurisdictions in which the Mortgaged Properties are locatedspecified on Schedule 3.19(c), each such Mortgage shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties grantors thereof in the such Mortgaged Properties Property and the proceeds thereof, as security for the Guaranteed Obligations (as defined in the relevant Mortgage)hereunder, in each case, case prior and superior in right to any other Person (subject except the Permitted Liens set forth in clauses (e), (f), (g), (h), (i), (j) (solely with respect to Liens permitted Permitted Refinancing Indebtedness refinancing Indebtedness secured by a Permitted Lien set forth in clause (e), (g), (h), (i), (m) or (o) of the definition thereof), (m), (o) and (x) of the definition thereof and with respect to any other Priority Lien Obligations). Notwithstanding any other provision of this Agreement or any other Loan Document, the Borrower does not and shall not make any representation or warranty under this Section 7.2)3.19 during or related to any Collateral Release Period.

Security Documents. Subject to (a) Each of the time periods set forth in Schedule 5.2, the Guarantee and Collateral Agreement Security Documents is effective to create in favor of the Lender Collateral Agent, for the benefit of the Secured Parties, a legal, valid and enforceable first priority security interest (subject only to the ABL/Term Loan Intercreditor Agreement and Liens permitted hereunder) in the Collateral described therein and proceeds thereof, except as the enforceability may be limited by of which is subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting the enforcement of creditors’ rights generally or by and subject to general equitable principles (of equity, regardless of whether enforcement is sought by proceedings considered in a proceeding in equity or at law). In the case of (i) the Pledged Capital Stock described in the Guarantee and Collateral Security Agreement that are securities represented by stock certificates or otherwise constituting certificated securities within the meaning of Section 8-102(a)(15) of the New York UCC or the corresponding code or statute of any other applicable jurisdiction (“Certificated Securities”), when certificates representing such Pledged Capital Stock are delivered to the LenderFirst Lien Term Collateral Agent along with instruments of transfer in blank or endorsed to the First Lien Term Collateral Agent, and in the case of (ii) the other Collateral described in clause (i) constituting personal property described in the Guarantee and Collateral Security Agreement, when financing statements and other filings filings, agreements and actions specified on Schedule 4.19 5.19(a) in appropriate form are executed and delivered, performed or filed in the offices specified on Schedule 4.195.19(a), as the case may be, the Lender Collateral Agent, for the benefit of the Secured Parties, shall have a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such all Collateral and the proceeds thereof, as security for the Obligations, in which a security interest that may be perfected by filing, recording or registering a financing statement or analogous document in and the United States proceeds thereof (or any political subdivision thereof) and its territories and possessions pursuant to the UCC extent such Liens may be perfected by possession of the Certificated Securities by the First Lien Term Collateral Agent or upon such filings, agreements or other actions or perfection is otherwise required by the receipt and recording terms of an Intellectual Property Security Agreement with the USCRO or the USPTOany Loan Document), as applicablesecurity for the Obligations, in each case, case prior and superior in right to any other Person (except, in the case of Collateral other than Pledged Stock, Liens permitted by Section 7.2 hereunder). Other than as set forth on Schedule 5.19(a), as of the Closing Date, none of the Capital Stock of the Borrower or in the case of Collateral any Subsidiary Guarantor that is Pledged Stock, Liens permitted by Section 7.2 which arise by operation of law). a limited liability company or partnership is a Certificated Security. (b) Each of the Mortgages delivered after the Closing Date pursuant to Section 7.08(b) is, or upon execution and recording will be, upon execution, effective to create in favor of the Lender Collateral Agent, for the benefit of the Secured Parties, a legal, valid and enforceable Lien on the Mortgaged Properties described therein and proceeds thereof, the enforceability of which is subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and when subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law. When the Mortgages are filed recorded in the recording offices for the applicable jurisdictions in which the Mortgaged Properties are located, each such Mortgage shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in the Mortgaged Properties and the proceeds thereof, as security for the Obligations (as defined in the relevant Mortgage), in each case, case prior and superior in right to any other Person (subject to other than holders of Liens permitted hereunder. The UCC fixture filings on form UCC 1 for filing under the UCC in the appropriate jurisdictions in which the Mortgaged Properties covered by Section 7.2the applicable Mortgages are located, will be effective upon filing to create in favor of the Collateral Agent, for the benefit of the Secured Parties, a legal, valid and enforceable security interest in the fixtures created by the Mortgages and described therein, and when the UCC fixture filings are filed in the recording offices for the applicable jurisdictions in which the Mortgaged Properties are located, each such UCC fixture filing shall constitute a fully perfected security interest in the fixtures, as security for the Obligations (as defined in the relevant Mortgage), in each case prior and superior in right to any other Person other than holders of Liens permitted hereunder. Schedule 5.19(b) lists, as of the Closing Date, each parcel of owned real property located in the United States and held by Holdings or any of its Restricted Subsidiaries.

Security Documents. Subject to (a) The Security Agreement, upon execution and delivery thereof by the time periods set forth in Schedule 5.2parties thereto, the Guarantee and Collateral Agreement is effective to will create in favor of the Lender Administrative Agent, for the ratable benefit of the Lenders, a legal, valid and enforceable security interest in the Collateral described therein (as defined in the Security Agreement) and the proceeds thereof, thereof (except as enforceability may be limited by applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium receivership, moratorium, or other similar laws relating to or affecting the enforcement of creditors’ rights generally or and by general equitable principles of equity), in which a security interest may be created under the New York Uniform Commercial Code as in effect from time to time, and the Lien created under the Security Agreement is (whether enforcement is sought by proceedings or will be, upon the filing of appropriate financing statements with appropriate offices, the filings of grants of security in equity or at law). In Intellectual Property with the case United States Patent and Trademark Office, the execution of appropriate control agreements and the Pledged Stock described in the Guarantee and Collateral Agreement that are securities represented by stock certificates or otherwise constituting delivery of certificated securities within the meaning of Section 8-102(a)(15) of the UCC or the corresponding code or statute of any other applicable jurisdiction (“Certificated Securities”), when certificates representing such Pledged Stock are delivered and instruments to the Lender, and in the case of the other Collateral constituting personal property described in the Guarantee and Collateral Agreement, when financing statements and other filings specified on Schedule 4.19 in appropriate form are filed in the offices specified on Schedule 4.19, the Lender shall have Administrative Agent) a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral and the proceeds thereof, as security for the Obligations, in which a security interest may be perfected 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 UCC or upon the receipt and recording of an Intellectual Property Security Agreement with the USCRO or the USPTO, as applicableCollateral, in each case, case prior and superior in right to any other Person (exceptPerson, in the case of Collateral other than Pledged Stock, with respect to Permitted Liens permitted by specified in clauses (b) and (d) of Section 7.2 or in the case of Collateral that is Pledged Stock, Liens permitted by Section 7.2 which arise by operation of law). Each of the Mortgages delivered after the Closing Date will be7.2. (b) The Pledge Agreement, upon executionexecution and delivery thereof by the parties thereto, effective to will create in favor of the Lender Administrative Agent, for the ratable 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 security interest in the offices for Pledged Collateral (as defined in the Pledge Agreement) and the proceeds thereof (except as enforceability may be limited by applicable jurisdictions bankruptcy, insolvency, fraudulent transfer, reorganization, receivership, moratorium, or similar laws affecting the enforcement of creditors’ rights generally and by general principles of equity), and, when such Collateral is delivered to the Administrative Agent, together with stock powers duly executed in which blank, the Mortgaged Properties are located, each such Mortgage Pledge Agreement shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties pledgor thereunder in the Mortgaged Properties and the proceeds thereof, as security for the Obligations (as defined in the relevant Mortgage)such Collateral, in each case, case prior and superior in right to any other Person Person. (subject to Liens permitted c) Schedule 4.21 lists completely and correctly as of the Closing Date all real property owned by Section 7.2)the Borrowers and their Restricted Subsidiaries and the addresses thereof. (d) Schedule 4.21 lists completely and correctly as of the Closing Date all real property leased by the Borrowers and their Restricted Subsidiaries and the addresses thereof.

Security Documents. Subject to (a) Each of the time periods set forth in Schedule 5.2, the Guarantee and Collateral Agreement Security Documents is effective to create in favor of the Lender Administrative Agent, for the benefit of the Secured Parties, a legal, valid and enforceable security interest in the Collateral described therein and proceeds thereof, except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting the enforcement of creditors’ rights generally or by general equitable principles (whether enforcement is sought by proceedings in equity or at law). In the case of (i) the Pledged Capital Stock described in the Guarantee and Collateral Security Agreement that are securities represented by stock certificates or otherwise constituting certificated securities within the meaning of Section 8-102(a)(15) of the New York UCC or the corresponding code or statute of any other applicable jurisdiction (“Certificated Securities”)jurisdiction, when certificates representing such Pledged Capital Stock are delivered to the LenderAdministrative Agent, and (ii) in the case of the other Collateral not described in clause (i) constituting personal property described in the Guarantee and Collateral Security Agreement, when financing statements and other filings filings, agreements and actions specified on Schedule 4.19 3.15(a) in appropriate form are executed and delivered, performed or filed in the offices specified on Schedule 4.193.15(a), as the case may be, the Lender Administrative Agent, for the benefit of the Secured Parties, shall have a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral and the proceeds thereof, as security for the Obligations, in which a security interest may be perfected 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 UCC or upon the receipt and recording of an Intellectual Property Security Agreement with the USCRO or the USPTO, as applicable, in each case, case prior and superior in right to any other Person (except, in the case of Collateral other Permitted Priority Liens). Other than Pledged Stockas set forth on Schedule 3.15(a), Liens permitted by Section 7.2 as of the Closing Date, none of the Capital Stock of any Borrower, Tower LLC or Company Subsidiary Guarantor that is a limited liability company or partnership is a Certificated Security (as defined in the case of Collateral that is Pledged Stock, Liens permitted by Section 7.2 which arise by operation of lawSecurity Agreement). . (b) Each of the Mortgages delivered on or after the Closing Date is, or upon execution and recording will be, upon execution, effective to create in favor of the Lender Administrative Agent, for the benefit of the Secured Parties, a legal, valid and enforceable Lien on the Mortgaged Properties described therein and proceeds thereof, and when the Mortgages are filed in the recording offices for the applicable jurisdictions in which the Mortgaged Properties are located, each such Mortgage shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in the Mortgaged Properties and the proceeds thereof, as security for the Obligations (as defined in the relevant Mortgage), in each case, case prior and superior in right to any other Person (subject to Liens permitted other than holders of Permitted Priority Liens. Schedule 1.1C lists, as of the Closing Date, each Material Property located in the United States and held by Section 7.2)any Loan Party.

Security Documents. Subject to the time periods set forth in Schedule 5.2, the (a) The Guarantee and Collateral Agreement is effective to create in favor of the Lender Collateral Trustee, for the ratable benefit of the Secured Parties, a legal, valid valid, binding and enforceable security interest in the Collateral described therein and proceeds thereofthereof (other than money not constituting identifiable proceeds of any Collateral), except as enforceability may be limited by subject to applicable insolvency, bankruptcy, insolvency, reorganization, moratorium moratorium, fraudulent transfer and other laws now or other similar laws relating hereafter in effect generally affecting rights of creditors and (including with respect to or affecting the enforcement specific performance) principles of creditors’ rights generally or by general equitable principles (equity, whether enforcement is sought by proceedings considered in a proceeding in equity or at law). In in law and to the discretion of the court before which any proceeding therefor may be brought, and (i) in the case of the Pledged Stock described in Securities, upon the Guarantee and Collateral Agreement that are securities represented by stock certificates or otherwise constituting certificated securities within the meaning earlier of Section 8-102(a)(15(A) of the UCC or the corresponding code or statute of any other applicable jurisdiction (“Certificated Securities”), when certificates representing such Pledged Stock Securities are delivered to the Lender, Collateral Trustee and in the case of the other Collateral constituting personal property described in the Guarantee and Collateral Agreement, (B) when financing statements and other filings specified on Schedule 4.19 in appropriate form are filed in the offices specified on Schedule 4.193.19(a), (ii) in the case of Deposit Accounts not constituting Excluded Perfection Assets or Counterparty Accounts, by the execution and delivery of control agreements providing for “control” as described in Section 9-104 of the UCC, (iii) in the case of Securities Accounts not constituting Excluded Perfection Assets or Counterparty Accounts, upon the earlier of (A) the filing of financing statements in the offices specified on Schedule 3.19(a) and (B) the execution and delivery of control agreements providing for “control” as described in Section 9-106 of the UCC and (iv) in the case of all other Collateral described therein (other than Excluded Perfection Assets, Intellectual Property Collateral, money not credited to a Deposit Account or letter of credit rights not constituting supporting obligations), when financing statements in appropriate form are filed in the offices specified on Schedule 3.19(a), the Lender Guarantee and Collateral Agreement shall have constitute a fully perfected Lien on, all right, title and interest of the Secured Parties in such Collateral and proceeds thereof, as security for the Guaranteed Obligations hereunder, in each case prior and superior to the rights of any other Person (except, in the case of all Collateral other than Pledged Securities in the possession of the Collateral Trustee, with respect to Permitted Liens, and in respect of Pledged Securities in the possession of the Collateral Trustee, the Permitted Liens set forth in clause (g) of the definition thereof and with respect to any other Priority Lien Obligations). (b) Each Intellectual Property Security Agreement is effective to create in favor of the Collateral Trustee, for the ratable benefit of the Secured Parties, a legal, valid, binding and enforceable security interest in the Intellectual Property Collateral described therein and proceeds thereof (other than money not constituting identifiable proceeds of any Intellectual Property Collateral), subject to applicable insolvency, bankruptcy, reorganization, moratorium, fraudulent transfer and other laws now or hereafter in effect generally affecting rights of creditors and (including with respect to specific performance) principles of equity, whether considered in a proceeding in equity or in law and to the discretion of the court before which any proceeding therefor may be brought. When each Intellectual Property Security Agreement is filed in the United States Patent and Trademark Office and the United States Copyright Office, respectively, together with financing statements in appropriate form filed in the offices specified in Schedule 3.19(a), in each case within the time period prescribed by applicable law, such Intellectual Property Security Agreement shall constitute a fully perfected Lien on, and security interest inin (if and to the extent perfection may be achieved by such filings), all right, title and interest of the Loan Parties grantors thereunder in such Collateral and the proceeds thereofIntellectual Property Collateral, as security for the Obligations, in which a security interest may be perfected 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 UCC or upon the receipt and recording of an Intellectual Property Security Agreement with the USCRO or the USPTO, as applicableGuaranteed Obligations hereunder, in each case, case prior and superior in right to any other Person (except, except with respect to Permitted Liens) (it being understood that subsequent recordings in the case of Collateral other than Pledged StockUnited States Patent and Trademark Office and the United States Copyright Office may be necessary to perfect a Lien on registered trademarks, Liens permitted trademark applications, patents, patent applications, copyright registrations and copyright applications acquired by Section 7.2 or in the case of Collateral that is Pledged Stock, Liens permitted by Section 7.2 which arise by operation of lawgrantors after the Closing Date). . (c) Each of the Mortgages delivered after the Closing Date will be, upon execution, is effective to create in favor of the Lender Collateral Trustee, for the ratable benefit of the Secured Parties, a legal, valid valid, binding, subsisting and enforceable Lien on on, and security interest in all of the Loan Parties’ right, title and interest in and to the Mortgaged Properties Property described therein and proceeds thereofthereof (other than money not constituting identifiable proceeds of any Mortgaged Property), subject to applicable insolvency, bankruptcy, reorganization, moratorium, fraudulent transfer and other laws now or hereafter in effect generally affecting rights of creditors and (including with respect to specific performance) principles of equity, whether considered in a proceeding in equity or in law, and when to the discretion of the court before which any proceeding therefor may be brought. When the Mortgages are filed in the offices for the applicable jurisdictions in which the Mortgaged Properties are locatedspecified on Schedule 3.19(c), each such Mortgage shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties grantors thereof in the such Mortgaged Properties Property and the proceeds thereof, as security for the Guaranteed Obligations (as defined in the relevant Mortgage)hereunder, in each case, case prior and superior in right to any other Person (subject except the Permitted Liens set forth in clauses (e), (f), (g), (h), (i), (j) (solely with respect to Liens permitted Permitted Refinancing Indebtedness refinancing Indebtedness secured by Section 7.2a Permitted Lien set forth in clause (e), (g), (h), (i), (m) or (o) of the definition thereof), (m), (o) and (x) of the definition thereof and with respect to any other Priority Lien Obligations).

Security Documents. Subject to the time periods set forth in Schedule 5.2, the (a) The Guarantee and Collateral Agreement is effective to create in favor of the Lender Administrative Agent, for the ratable benefit of the Secured Parties, a legal, valid and enforceable security interest in the Collateral described therein and the proceeds thereof, except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting the enforcement of creditors’ rights generally or by general equitable principles (whether enforcement is sought by proceedings in equity or at law). In the case of the Pledged Stock Stock, if any, described in the Guarantee and Collateral 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 or the corresponding code or statute of any other applicable jurisdiction (“Certificated Securities”), when certificates representing such Pledged Stock together with applicable endorsements are delivered to the LenderAdministrative Agent, and in the case of the other Collateral constituting personal property described in the Guarantee and Collateral AgreementAgreement and with respect to which a security interest can be perfected by the filing of a financing statement, when financing statements and other filings specified on Schedule 4.19 4.19(a) in appropriate form are filed in the offices specified on Schedule 4.194.19(a) and the other actions, if any, set forth on Schedule 3 to the Guarantee and Collateral Agreement have been taken, the Lender Administrative Agent, for the benefit of the Secured Parties, shall have a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral and the proceeds thereof, as security for the Obligations, in which a security interest may be perfected 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 UCC or upon the receipt and recording of an Intellectual Property Security Agreement with the USCRO or the USPTO, as applicable, in each case, case prior and superior in right to any other Person to the extent such Lien can be perfected by such actions and such filings under U.S. law (except, in the case of Collateral other than Pledged Stock, Liens expressly permitted to have priority by Section 7.2 or in 7.3). As of the case of Collateral Closing Date, no Loan Party that is Pledged Stock, Liens permitted by Section 7.2 which arise by operation of law)a limited liability company or partnership has any Capital Stock that is a Certificated Security. Each As of the Closing Date, no Loan Party that is a limited liability company or partnership has any Capital Stock that is a Certificated Security. (b) Any Mortgages delivered after the Closing Date pursuant to Section 6.12 will be, upon execution, effective to create in favor of the Lender Administrative Agent, for the benefit of the Secured Parties, a legal, valid and enforceable Lien on the Mortgaged Properties described therein and proceeds thereof, and when the Mortgages are filed in the offices for the applicable jurisdictions in which the Mortgaged Properties are located, each such Mortgage shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in the Mortgaged Properties and the proceeds thereof, as security for the Obligations (as defined in the relevant Mortgage), in each case, case prior and superior in right to any other Person (subject to the Liens permitted by Section 7.27.3(a), (e), (f), (g), (h) or (r).

Security Documents. Subject to (a) The provisions of the time periods set forth in Schedule 5.2, the Guarantee and Collateral Agreement is Security Documents are effective to create in favor of the Lender Administrative Agent for the ratable benefit of the Secured Parties a legal, valid and enforceable security Lien in all right, title and interest of each Loan Party party thereto in the Collateral “Collateral” described therein and proceeds thereoftherein, except as enforceability may be limited subject to any Liens permitted by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting the enforcement of creditors’ rights generally or by general equitable principles Section 8.3. (whether enforcement is sought by proceedings in equity or at law). In the case of the Pledged Stock described in the Guarantee and Collateral Agreement that are securities represented by b) When any stock certificates or otherwise constituting certificated securities within the meaning of Section 8-102(a)(15) of the UCC or the corresponding code or statute of any other applicable jurisdiction (“Certificated Securities”), when certificates representing such Pledged Stock Collateral are delivered to the LenderAdministrative Agent, and in the case of the other Collateral constituting personal property described in the Guarantee and Collateral Agreement, when proper financing statements and or other applicable filings specified on listed in Schedule 4.19 in appropriate form are 5.16 have been filed in the offices specified on in the jurisdictions listed in Schedule 4.195.16, the Lender Pledge Agreement shall constitute a perfected first Lien on, and security interest in, all right, title and interest of each Loan Party party thereto in the “Pledged Collateral” described therein, subject to any Liens permitted by Section 8.3. (c) When proper financing statements or other applicable filings listed in Schedule 5.16 have been filed in the offices in the jurisdictions listed in Schedule 5.16, the security interest granted under the Security Agreement shall constitute a fully perfected first Lien on, and security interest in, all right, title and interest of the Borrower and those Loan Parties party thereto in the portion of the “Collateral” described therein that consists of assets included in the Borrowing Base hereunder, which can be perfected by such filing, subject to any Permitted Borrowing Base Liens. (d) When an Account Control Agreement has been entered into with respect to each Pledged Account, the Security Agreement shall constitute a perfected first Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral and the proceeds thereof, as security for the Obligations, in which a security interest may be perfected by filing, recording or registering a financing statement or analogous document Party thereto in the United States (or any political subdivision thereof) and its territories and possessions pursuant to portion of the UCC or upon the receipt and recording “Collateral” described therein that consists of an Intellectual Property Security Agreement with the USCRO or the USPTO, as applicable, in each casePledged Accounts, prior and superior in right to any other Person (exceptPerson, in the case of Collateral other than Pledged Stock, Liens permitted by Section 7.2 or in the case of Collateral that is Pledged Stock, Liens permitted by Section 7.2 which arise by operation of law). Each of the Mortgages delivered after the Closing Date will be, upon execution, effective to create in favor of the Lender a legal, valid and enforceable Lien on the Mortgaged Properties described therein and proceeds thereof, and when the Mortgages are filed in the offices for the applicable jurisdictions in which the Mortgaged Properties are located, each such Mortgage shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in the Mortgaged Properties and the proceeds thereof, as security for the Obligations (as defined in the relevant Mortgage), in each case, prior and superior in right subject to any other Person (subject to Liens permitted by Section 7.2)Permitted Cash Management Liens.

Security Documents. Subject to the time periods set forth in Schedule 5.2, the Guarantee and The Collateral Agreement and each other Security Document executed and delivered by a Loan Party is effective to create in favor of the Lender Collateral Trustee, for the benefit of the Secured Parties, a legal, valid valid, binding and enforceable security interest in the Collateral described therein and proceeds thereoftherein, except as enforceability may be limited by subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting the enforcement of creditors’ rights generally or by and subject to general equitable principles (of equity, regardless of whether enforcement is sought by proceedings considered in a proceeding in equity or at law). In Subject to the terms of Section 5.9(c) in the case of (i) the Pledged Capital Stock described in the Guarantee and Collateral Agreement that are securities represented by Agreement, when any stock certificates or otherwise representing such Pledged Capital Stock (and constituting “certificated securities securities” within the meaning of Section 8-102(a)(15the UCC) of the UCC or the corresponding code or statute of any other applicable jurisdiction (“Certificated Securities”), when certificates representing such Pledged Stock are delivered to the LenderCollateral Trustee, (ii) Collateral with respect to which a security interest may be perfected only by possession or control, upon the taking of possession or control by the Collateral Trustee of such Collateral, and in the case of (iii) the other Collateral constituting personal property Collateral described in the Guarantee and Collateral AgreementSecurity Documents as to which a security interest can be perfected by filing of a UCC financing statement, when financing statements and other filings specified on Schedule 4.19 in appropriate form are filed in the offices appropriate filing offices, appropriate assignments or notices are filed in the U.S. Patent and Trademark Office and such other filings as are specified on Schedule 4.19by the Collateral Agreement have been completed, the Lender Lien on the Collateral created by the Collateral Agreement shall have (to the extent so required by Section 5.9(c) and the Security Documents) constitute a fully perfected Lien in favor of the Collateral Trustee for the benefit of the Secured Parties on, and security interest in, all right, title and interest of the Loan Parties in such Collateral and the proceeds thereofCollateral, as security for the Obligations, in which a security interest may be perfected 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 each case prior to the UCC or upon the receipt and recording Liens of an Intellectual Property Security Agreement with the USCRO or the USPTO, as applicable, in each case, prior and superior in right to any other Person (except, in the case of Collateral other than Pledged Stock, Liens permitted by Section 7.2 or in the case of Collateral that is Pledged Stock, Liens permitted by Section 7.2 which arise by operation of law). Each of the Mortgages delivered after the Closing Date will be, upon execution, effective to create in favor of the Lender a legal, valid and enforceable Lien on the Mortgaged Properties described therein and proceeds thereof, and when the Mortgages are filed in the offices for the applicable jurisdictions in which the Mortgaged Properties are located, each such Mortgage shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in the Mortgaged Properties and the proceeds thereof, as security for the Obligations (as defined in the relevant Mortgage), in each case, prior and superior in right to any other Person (subject to Liens permitted by Section 7.2except Permitted Liens).

Security Documents. Subject to the time periods set forth in Schedule 5.2, the (a) The Guarantee and Collateral Agreement is effective to create in favor of the Lender Collateral Trustee, for the ratable benefit of the Secured Parties, a legal, valid valid, binding and enforceable security interest in the Collateral described therein and proceeds thereofthereof (other than money not constituting identifiable proceeds of any Collateral), except as enforceability may be limited by subject to applicable insolvency, bankruptcy, insolvency, reorganization, moratorium moratorium, fraudulent transfer and other laws now or other similar laws relating hereafter in effect generally affecting rights of creditors and (including with respect to or affecting the enforcement specific performance) principles of creditors’ rights generally or by general equitable principles (equity, whether enforcement is sought by proceedings considered in a proceeding in equity or at law). In in law and to the discretion of the court before which any proceeding therefor may be brought, and (i) in the case of the Pledged Stock described in Securities, upon the Guarantee and Collateral Agreement that are securities represented by stock certificates or otherwise constituting certificated securities within the meaning earlier of Section 8-102(a)(15(A) of the UCC or the corresponding code or statute of any other applicable jurisdiction (“Certificated Securities”), when certificates representing such Pledged Stock Securities are delivered to the Lender, Collateral Trustee and in the case of the other Collateral constituting personal property described in the Guarantee and Collateral Agreement, (B) when financing statements and other filings specified on Schedule 4.19 in appropriate form are filed in the offices specified on Schedule 4.193.19(a), (ii) in the case of Deposit Accounts not constituting Excluded Perfection Assets or Counterparty Accounts, by the execution and delivery of control agreements providing for “control” as described in Section 9-104 of the UCC, (iii) in the case of Securities Accounts not constituting Excluded Perfection Assets or Counterparty Accounts, upon the earlier of (A) the filing of financing statements in the offices specified on Schedule 3.19(a) and (B) the execution and delivery of control agreements providing for “control” as described in Section 9-106 of the UCC and (iv) in the case of all other Collateral described therein (other than Excluded Perfection Assets, Intellectual Property Collateral, money not credited to a Deposit Account or letter of credit rights not constituting supporting obligations), when financing statements in appropriate form are filed in the offices specified on Schedule 3.19(a), the Lender Guarantee and Collateral Agreement shall have constitute a fully perfected Lien on, all right, title and interest of the Secured Parties in such Collateral and proceeds thereof, as security for the Guaranteed Obligations hereunder, in each case prior and superior to the rights of any other Person (except, in the case of all Collateral other than Pledged Securities in the possession of the Collateral Trustee, with respect to Permitted Liens, and in respect of Pledged Securities in the possession of the Collateral Trustee, the Permitted Liens set forth in clauses (g) and (o) of the definition thereof and with respect to any other Priority Lien Obligations). (b) Each Intellectual Property Security Agreement is effective to create in favor of the Collateral Trustee, for the ratable benefit of the Secured Parties, a legal, valid, binding and enforceable security interest in the Intellectual Property Collateral described therein and proceeds thereof (other than money not constituting identifiable proceeds of any Intellectual Property Collateral), subject to applicable insolvency, bankruptcy, reorganization, moratorium, fraudulent transfer and other laws now or hereafter in effect generally affecting rights of creditors and (including with respect to specific performance) principles of equity, whether considered in a proceeding in equity or in law and to the discretion of the court before which any proceeding therefor may be brought. When each Intellectual Property Security Agreement is filed in the United States Patent and Trademark Office and the United States Copyright Office, respectively, together with financing statements in appropriate form filed in the offices specified in Schedule 3.19(a), in each case within the time period prescribed by applicable law, such Intellectual Property Security Agreement shall constitute a fully perfected Lien on, and security interest inin (if and to the extent perfection may be achieved by such filings), all right, title and interest of the Loan Parties grantors thereunder in such Collateral and the proceeds thereofIntellectual Property Collateral, as security for the Obligations, in which a security interest may be perfected 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 UCC or upon the receipt and recording of an Intellectual Property Security Agreement with the USCRO or the USPTO, as applicableGuaranteed Obligations hereunder, in each case, case prior and superior in right to any other Person (except, except with respect to Permitted Liens) (it being understood that subsequent recordings in the case of Collateral other than Pledged StockUnited States Patent and Trademark Office and the United States Copyright Office may be necessary to perfect a Lien on registered trademarks, Liens permitted trademark applications, patents, patent applications, copyright registrations and copyright applications acquired by Section 7.2 or in the case of Collateral that is Pledged Stock, Liens permitted by Section 7.2 which arise by operation of lawgrantors after the Closing Date). . (c) Each of the Mortgages delivered after the Closing Date will be, upon execution, is effective to create in favor of the Lender Collateral Trustee, for the ratable benefit of the Secured Parties, a legal, valid valid, binding, subsisting and enforceable Lien on on, and security interest in all of the Loan Parties’ right, title and interest in and to the Mortgaged Properties Property described therein and proceeds thereofthereof (other than money not constituting identifiable proceeds of any Mortgaged Property), subject to applicable insolvency, bankruptcy, reorganization, moratorium, fraudulent transfer and other laws now or hereafter in effect generally affecting rights of creditors and (including with respect to specific performance) principles of equity, whether considered in a proceeding in equity or in law, and when to the discretion of the court before which any proceeding therefor may be brought. When the Mortgages are filed in the offices for the applicable jurisdictions in which the Mortgaged Properties are locatedspecified on Schedule 3.19(c), each such Mortgage shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties grantors thereof in the such Mortgaged Properties Property and the proceeds thereof, as security for the Guaranteed Obligations (as defined in the relevant Mortgage)hereunder, in each case, case prior and superior in right to any other Person (subject except the Permitted Liens set forth in clauses (e), (f), (g), (h), (i), (j) (solely with respect to Liens permitted Permitted Refinancing Indebtedness refinancing Indebtedness secured by a Permitted Lien set forth in clause (e), (g), (h), (i), (m) or (o) of the definition thereof), (m), (o) and (x) of the definition thereof and with respect to any other Priority Lien Obligations). Notwithstanding any other provision of this Agreement or any other Loan Document, the Borrowers do not and shall not make any representation or warranty under this Section 7.2)3.19 during or related to any Collateral Release Period.

Security Documents. Subject to the time periods set forth in Schedule 5.2, the (a) The Guarantee and Collateral Agreement is effective to create in favor of the Lender Administrative Agent, for the benefit of the Secured Parties, a legal, valid and enforceable security interest in the Collateral described therein and proceeds thereof, except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting the enforcement of creditors’ rights generally or by general equitable principles (whether enforcement is sought by proceedings in equity or at law). In the case of the Pledged Stock described in the Guarantee and Collateral 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 or the corresponding code or statute of any other applicable jurisdiction (“Certificated Securities”), when certificates representing such Pledged Stock are delivered to the LenderAdministrative Agent, and in the case of the other Collateral constituting personal property described in the Guarantee and Collateral Agreement, when financing statements and other filings specified on Schedule 4.19 4.19(a) to the Disclosure Letter in appropriate form are filed in the offices specified on Schedule 4.194.19(a) to the Disclosure Letter, the Lender Administrative Agent, for the benefit of the Secured Parties, shall have a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral and the proceeds thereof, as security for the Obligations, in which a security interest may be perfected 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 UCC or upon the receipt and recording of an Intellectual Property Security Agreement with the USCRO or the USPTO, as applicable, in each case, case prior and superior in right to any other Person (except, in the case of Collateral other than Pledged Stock, Liens permitted by Section 7.2 or in 7.3). As of the case Closing Date, none of Collateral the Capital Stock of any Group Member that is Pledged Stock, Liens permitted by Section 7.2 which arise by operation of law). a limited liability company or partnership has any Capital Stock that is a Certificated Security. (b) Each of the Mortgages delivered after the Closing Date will be, upon execution, effective to create in favor of the Lender Administrative Agent, for the benefit of the Secured Parties, a legal, valid and enforceable Lien on the Mortgaged Properties described therein and proceeds thereof, and when the Mortgages are filed in the offices for the applicable jurisdictions in which the Mortgaged Properties are located, each such Mortgage shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in the Mortgaged Properties and the proceeds thereof, as security for the Obligations (as defined in the relevant Mortgage), in each case, case prior and superior in right to any other Person (subject only to Liens expressly permitted by Section 7.27.3).

Security Documents. Subject to the time periods set forth in Schedule 5.2, the (a) The Guarantee and Collateral Agreement is effective to create in favor of the Lender Administrative Agent, for the ratable benefit of the Secured Parties, a legal, valid and enforceable security interest in the Collateral described therein and the proceeds thereof, except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting the enforcement of creditors’ rights generally or by general equitable principles (whether enforcement is sought by proceedings in equity or at law). In the case of the Pledged Stock Stock, if any, described in the Guarantee and Collateral Agreement that are securities represented by stock certificates or otherwise constituting certificated securities within the meaning of Section 8-102(a)(15) of the California UCC or the corresponding code or statute of any other applicable jurisdiction (“Certificated Securities”), when certificates representing such Pledged Stock are delivered to the LenderAdministrative Agent, and in the case of the other Collateral constituting personal property described in the Guarantee and Collateral Agreement, when financing statements and other filings specified on Schedule 4.19 4.19(a) in appropriate form are filed in the offices specified on Schedule 4.194.19(a), the Lender Administrative Agent, for the benefit of the Secured Parties, shall have a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral and the proceeds thereof, as security for the Obligations, in which a security interest may be perfected 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 UCC or upon the receipt and recording of an Intellectual Property Security Agreement with the USCRO or the USPTO, as applicable, in each case, case prior and superior in right to any other Person (except, in the case of Collateral other than Pledged Stock, Liens permitted by Section 7.2 or in 7.3). As of the case of Collateral Closing Date, no Loan Party that is Pledged Stock, Liens permitted by Section 7.2 which arise by operation of law). Each of the a limited liability company or partnership has any Capital Stock that is not a Certificated Security. (b) Any Mortgages delivered after the Closing Date pursuant to Section 6.12 will be, upon execution, effective to create in favor of the Lender Administrative Agent, for the benefit of the Secured Parties, a legal, valid and enforceable Lien on the Mortgaged Properties described therein and proceeds thereof, and when the Mortgages are filed in the offices for the applicable jurisdictions in which the Mortgaged Properties are located, each such Mortgage shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in the Mortgaged Properties and the proceeds thereof, as security for the Obligations (as defined in the relevant Mortgage), in each case, case prior and superior in right to any other Person (subject to Liens permitted except as expressly provided by Section 7.27.3).

Security Documents. Subject to the time periods set forth in Schedule 5.2, the (a) The Guarantee and Collateral Security Agreement is effective to create in favor of CAA Collateral Agent, for the Lender benefit of the Secured Parties, a legal, valid valid, binding and enforceable security interest in the Collateral described therein and proceeds and products thereof, except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting the enforcement of creditors’ rights generally or by general equitable principles (whether enforcement is sought by proceedings in equity or at law). In the case of the Pledged Capital Stock described in the Guarantee and Collateral 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 or the corresponding code or statute of any other applicable jurisdiction (“Certificated Securities”)Security Agreement, when any stock certificates representing such Pledged Capital Stock are delivered to CAA Collateral Agent and, in the Lendercase of Pledged Capital Stock that is a “security” (as defined in the UCC) but is not evidenced by a certificate, when an instructions agreement, substantially in the form of Annex A to the Guarantee and Security Agreement, has been delivered to CAA Collateral Agent, and in the case of the any other Collateral constituting personal property described in the Guarantee and Collateral Security Agreement, when financing statements and other filings specified on Schedule 4.19 in appropriate form are filed in the offices specified on Schedule 4.193.21(a)-1 (which financing statements may be filed by CAA Collateral Agent) at any time and such other filings as are specified on Schedule 2 to the Guarantee and Security Agreement have been completed (all of which filings may be filed by CAA Collateral Agent) at any time, the Lender Guarantee and Security Agreement shall have constitute a fully perfected valid Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral and the proceeds and products thereof, as security for the Obligations, in which a security interest may be perfected by filing, recording or registering a financing statement or analogous document Obligations (as defined in the United States (or any political subdivision thereof) Guarantee and its territories and possessions pursuant to the UCC or upon the receipt and recording of an Intellectual Property Security Agreement with the USCRO or the USPTO, as applicableAgreement), in each case, case prior and superior in right to any other Person (exceptexcept Permitted Liens). Schedule 3.21(a)-2 lists each UCC Financing Statement that (i) names any Loan Party as debtor and (ii) will remain on file after the Closing Date. Schedule 3.21(a)-3 lists each UCC Financing Statement that (i) names any Loan Party as debtor and (ii) will be terminated on or prior to the Closing Date; and on or prior to the Closing Date, Borrower will have delivered to CAA Collateral Agent, or caused to be filed, duly completed UCC termination statements, signed by the relevant secured party, in the case respect of Collateral other than Pledged Stock, Liens permitted by Section 7.2 or in the case of Collateral that is Pledged Stock, Liens permitted by Section 7.2 which arise by operation of law). each such UCC Financing Statement. (b) Each of the Mortgages delivered after the Closing Date will be, upon execution, is effective to create in favor of CAA Collateral Agent, for the Lender benefit of the Secured Parties, a legal, valid valid, binding and enforceable Lien on the Mortgaged Properties described therein and proceeds and products thereof, ; and when the Mortgages are filed in the offices for specified on Schedule 3.21(b) (in the applicable jurisdictions case of Mortgages to be executed and delivered on the Closing Date) or in which the Mortgaged Properties are locatedrecording office designated by Borrower and Collateral Agent (in the case of any Mortgage to be executed and delivered pursuant to Section 5.11(c)), each such Mortgage shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in the Mortgaged Properties described therein and the proceeds and products thereof, as security for the Secured Obligations (as defined in the relevant Mortgage), in each case, case prior and superior in right to any other Person (subject to other than Persons holding Liens or other encumbrances or rights permitted by Section 7.2the relevant Mortgage).

Security Documents. Subject Counterparts of the Subsidiary Guarantee executed by each Domestic Subsidiary, counterparts of an amendment (in form and substance acceptable to the time periods set forth in Schedule 5.2, Agent) to the Guarantee Share Pledge Agreement and Collateral Agreement is effective to create in favor counterparts of the Lender a legalSecurity Agreement signed on behalf of the Obligors party thereto, valid and enforceable security interest in together with the Collateral described therein and proceeds thereof, following: (i) certificates representing all the outstanding Capital Securities of each Subsidiary owned by or on behalf of any Obligor as of the Closing Date (except as enforceability that certificates representing Capital Securities of any foreign Subsidiary may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting the enforcement of creditors’ rights generally or by general equitable principles (whether enforcement is sought by proceedings in equity or at law). In the case 65% of the Pledged Stock described outstanding equity interest of such foreign Subsidiary), and stock powers and instruments of transfer, endorsed in blank, with respect to such stock certificates; (ii) the Guarantee and Collateral Agreement that are securities represented by stock certificates or otherwise constituting certificated securities within results of the meaning of Section 8-102(a)(15) search of the UCC (or the corresponding code or statute of any other applicable jurisdiction (“Certificated Securities”), when certificates representing such Pledged Stock are delivered equivalent) and tax Liens and judgment Liens made with respect to the Lender, Obligors and in the case of the other Collateral constituting personal property described in the Guarantee and Collateral Agreement, when financing statements and other filings specified on Schedule 4.19 in appropriate form are filed in the offices specified on Schedule 4.19, the Lender shall have a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral and the proceeds thereof, as security for the Obligations, in which a security interest may be perfected 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 predecessor company identified pursuant to the UCC or upon the receipt and recording of an Intellectual Property Security Agreement with the USCRO or the USPTO, as applicable, in each casejurisdiction (A) in which each Obligor and each predecessor company is organized and (B) in respect of tax Liens and judgment Liens, where each Obligor and each predecessor company has its chief executive office or has had its chief executive office within the last four months prior to the Closing Date; and superior in right to any copies of the financing statements (or other Person documents) disclosed by such search and evidence that the Liens indicated by such financing statements (except, in the case of Collateral other than Pledged Stock, Liens or similar documents) are permitted by Section 7.2 8.06 or in have been released or, simultaneously with the case initial extensions of Collateral that is Pledged Stockcredit hereunder, Liens permitted by Section 7.2 which arise by operation of law). Each will be released; (iii) subject to the terms of the Mortgages delivered after Security Agreement, (A) such other executed documentation as the Closing Date will beAgent may deem necessary to perfect and protect its Liens, upon executionincluding intellectual property assignments for all intellectual property pledged as Collateral, effective subordination agreements and control agreements with respect to create in favor of the Lender a legalall deposit, valid and enforceable Lien on the Mortgaged Properties described therein and proceeds thereof, and when the Mortgages are filed in the offices for the applicable jurisdictions in which the Mortgaged Properties are located, each such Mortgage shall constitute a fully perfected Lien on, commodity and security interest in, account and (B) all right, title and interest other Collateral the possession of which is necessary to perfect the Loan Parties in Lien therein; and (iv) written evidence that appropriate UCC financing statements necessary to protect the Mortgaged Properties and Liens under the proceeds thereof, as security for the Obligations (as defined in the relevant Mortgage), in each case, prior and superior in right to any other Person (subject to Liens permitted by Section 7.2)Security Agreement have been recorded.

Security Documents. Subject to the time periods set forth in Schedule 5.2, the (a) The Guarantee and Collateral Security Agreement is effective to create in favor of Agent, for the Lender benefit of the Secured Parties, a legal, valid valid, binding and enforceable security interest in the Collateral described therein and proceeds and products thereof, except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting the enforcement of creditors’ rights generally or by general equitable principles (whether enforcement is sought by proceedings in equity or at law). In the case of the Pledged Capital Stock described in the Guarantee and Collateral 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 or the corresponding code or statute of any other applicable jurisdiction (“Certificated Securities”)Security Agreement, when any stock certificates representing such Pledged Capital Stock are delivered to Agent (or, prior to the LenderPayment in Full of the First Lien Secured Obligations (as defined in the Intercreditor Agreement), to the First Lien Lender acting as bailee of Agent for perfection), and, in the case of Pledged Capital Stock that is a “security” (as defined in the UCC) but is not evidenced by a certificate, when an Instructions Agreement, in form and substance reasonably satisfactory to the Agent, has been delivered to Agent, and in the case of the any other Collateral constituting personal property described in the Guarantee and Collateral Security Agreement, when financing statements and other filings specified on Schedule 4.19 in appropriate form are filed in the offices specified on Schedule 4.193.21(a)-1 (which financing statements may be filed by Agent) at any time and such other filings as are specified in the Security Documents have been completed (all of which filings may be filed by Agent) at any time, the Lender Guarantee and Security Agreement shall have constitute a fully perfected valid Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral and the proceeds and products thereof, as security for the Obligations, in which a security interest may be perfected 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 UCC or upon the receipt and recording of an Intellectual Property Security Agreement with the USCRO or the USPTO, as applicableobligations secured thereby, in each case, case prior and superior in right to any other Person (exceptexcept Permitted Liens). Schedule 3.21(a)-2 lists each UCC Financing Statement that (i) names any Loan Party as debtor and (ii) will remain on file after the Funding Date. Schedule 3.21(a)-3 lists each UCC Financing Statement that (i) names any Loan Party as debtor and (ii) will be terminated on or prior to the Funding Date; and on or prior to the Funding Date, Borrower will have delivered to Agent, or caused to be filed, duly completed UCC termination statements, signed by the relevant secured party, in the case respect of Collateral other than Pledged Stock, Liens permitted by Section 7.2 or in the case of Collateral that is Pledged Stock, Liens permitted by Section 7.2 which arise by operation of law). each such UCC Financing Statement. (b) Each of the Mortgages delivered after the Closing Date will be, upon execution, is effective to create in favor of Agent, for the Lender benefit of the Secured Parties, a legal, valid valid, binding and enforceable Lien on the Mortgaged Properties described therein and proceeds and products thereof, ; and when the Mortgages (or the Mortgage amendments required by Section 4.1(o)) are filed in the offices for specified on Schedule 3.21(b) (in the applicable jurisdictions case of Mortgages executed and delivered on or prior to the Closing Date) or in which the Mortgaged Properties are locatedrecording office designated by Borrower (in the case of any Mortgage to be executed and delivered pursuant to Section 5.12(b)), each such Mortgage shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in the Mortgaged Properties described therein and the proceeds and products thereof, as security for the Secured Obligations (as defined in the relevant Mortgage), in each case, case prior and superior in right to any other Person (subject to other than Persons holding Liens or other encumbrances or rights permitted by Section 7.2the relevant Mortgage).

Security Documents. Subject to the time periods set forth in Schedule 5.2, the (a) The Guarantee and Collateral Agreement is effective to create in favor of the Lender Administrative Agent, for the benefit of the Secured Parties, a legal, valid and enforceable security interest in the Collateral described therein and proceeds thereof, except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting the enforcement of creditors’ rights generally or by general equitable principles (whether enforcement is sought by proceedings in equity or at law). In the case of the Pledged Stock described in the Guarantee and Collateral 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 or the corresponding code or statute of any other applicable jurisdiction (“Certificated Securities”), when certificates representing such Pledged Stock (which, in the case of a certificated securities in registered form, indorsed to the Administrative Agent or in blank by an effective indorsement) are delivered to the LenderAdministrative Agent, and in the case of the other Collateral constituting personal property described in the Guarantee and Collateral Agreement, when financing statements and other filings specified on Schedule 4.19 4.19(a) to the Disclosure Letter in appropriate form are filed in the offices specified on Schedule 4.194.19(a) to the Disclosure Letter, the Lender Administrative Agent, for the benefit of the Secured Parties, shall have a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral and the proceeds thereof, as security for the Obligations, in which a security interest may be perfected 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 UCC or upon the receipt and recording of an Intellectual Property Security Agreement with the USCRO or the USPTO, as applicable, in each case, case prior and superior in right to any other Person (except, in the case of Collateral other than Pledged Stock, Liens permitted by Section 7.2 or in 7.3). As of the case Closing Date, none of Collateral the Capital Stock of any Group Member that is Pledged Stock, Liens permitted by Section 7.2 which arise by operation of law). a limited liability company or partnership has any Capital Stock that is a Certificated Security. (b) Each of the Mortgages delivered after the Closing Date will be, upon execution, effective to create in favor of the Lender Administrative Agent, for the benefit of the Secured Parties, a legal, valid and enforceable Lien on the Mortgaged Properties described therein and proceeds thereof, and when the Mortgages are filed in the offices for the applicable jurisdictions in which the Mortgaged Properties are located, each such Mortgage shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in the Mortgaged Properties and the proceeds thereof, as security for the Obligations (as defined in the relevant Mortgage), in each case, case prior and superior in right to any other Person (subject only to Liens expressly permitted by Section 7.27.3).

Security Documents. Subject (a) Each Mortgage, when executed and delivered by the relevant Loan party, and properly filed and recorded (with all required filing and recording fees being paid) in the office(s) specified in Schedule VIII shall constitute a Lien on, and security interest in, all right, title, interest, claim and estate of each Subsidiary Guarantor, Joint Venturer, or Borrower executing such Mortgage on the Mortgaged Property described therein, security for the Obligations (as defined in the relevant Mortgage), in each case prior and superior in right to any other Person, other than with respect to the time periods set forth in Schedule 5.2, the Guarantee Permitted Liens. (b) The Security Agreement (Capital Stock and Collateral Agreement Partnership Interest) is effective to create in favor of the Lender a Agent, for the benefit of the Lenders, legal, valid and enforceable security interest interests in the Collateral Capital Stock and partnership interests of the Subsidiaries described therein and proceeds thereofthereof and, except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting when the enforcement of creditors’ rights generally or by general equitable principles (whether enforcement is sought by proceedings in equity or at law). In the case of the Pledged Stock described in the Guarantee and Collateral Agreement that are securities represented by stock certificates or otherwise constituting certificated securities within the meaning of Section 8-102(a)(15and partnership certificates (if any) of the UCC or the corresponding code or statute of any other applicable jurisdiction (“Certificated Securities”), when certificates representing such Pledged Stock described therein are delivered to the LenderAgent, and in the case of the other Collateral constituting personal property described in the Guarantee and Collateral Agreement, when such financing statements and other filings specified on Schedule 4.19 in appropriate form are describing such Collateral as may be necessary to be filed in the offices specified on Schedule 4.19appropriate jurisdictions in order to perfect the security interest being granted, the Lender Security Agreement (Capital Stock and Partnership Interests) shall have constitute a fully perfected Lien first priority lien on, and security interest in, all right, title and interest of the Loan Parties Borrower, or each Subsidiary owning Capital Stock or partnership interests of another Subsidiary, in such Collateral Capital Stock and partnership interests and the proceeds thereof, thereof as security for the Obligations, in which a security interest may be perfected 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 UCC or upon the receipt and recording of an Intellectual Property Security Agreement with the USCRO or the USPTO, as applicable, in each case, case prior and superior in right to any other Person when financing statements in appropriate form are properly filed (except, with all required filing fees deemed paid) in the case of Collateral other than Pledged Stock, Liens permitted by Section 7.2 or office(s) specified in the case of Collateral that is Pledged Stock, Liens permitted by Section 7.2 which arise by operation of law). Each of the Mortgages delivered after the Closing Date will be, upon execution, effective to create in favor of the Lender a legal, valid and enforceable Lien on the Mortgaged Properties described therein and proceeds thereof, and when the Mortgages are filed in the offices for the applicable jurisdictions in which the Mortgaged Properties are located, each such Mortgage shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in the Mortgaged Properties and the proceeds thereof, as security for the Obligations (as defined in the relevant Mortgage), in each case, prior and superior in right to any other Person (subject to Liens permitted by Section 7.2)Schedule IX.

Security Documents. Subject to the time periods set forth in Schedule 5.2, the Guarantee and (a) The Collateral Agreement is effective to create in favor of the Lender Administrative Agent, for the benefit of the Lenders, a legal, valid and enforceable security interest in the Collateral described therein and proceeds thereof, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting the enforcement of creditors’ rights generally or by and subject to general equitable principles (of equity, regardless of whether enforcement is sought by proceedings considered in a proceeding in equity or at law). In the case of the Pledged Stock described in the Guarantee and Collateral 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 or the corresponding code or statute of any other applicable jurisdiction (“Certificated Securities”)Agreement, when stock certificates representing such Pledged Stock are delivered to the LenderAdministrative Agent (together with a properly completed and signed stock power or endorsement) (which delivery shall be made to the Administrative Agent to the extent delivery is required by the Collateral Agreement), and in the case of the other Collateral constituting personal property described in the Guarantee and Collateral Agreement, when financing statements and other filings specified on Schedule 4.19 3.18(a) in appropriate form are filed in the offices specified on Schedule 4.193.18(a), the Lender Collateral Agreement will constitute a fully perfected Lien on, and security interest in (to the extent intended to be created thereby and to the extent such perfection is governed by the laws of the United States, any state thereof or the District of Columbia), all right, title and interest of the Loan Parties in such Collateral and the proceeds thereof, as security for the Obligations, in each case prior and superior in right to any other Person (except, in the case of Collateral other than Pledged Stock, Liens permitted by this Agreement). In the case of Collateral consisting of Intellectual Property described in the Collateral Agreement, when filings are made as described above and in the United States Patent and Trademark Office and the United States Copyright Office, the Collateral Agreement will constitute a valid perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral and the proceeds thereof, as security for the Obligations, in each case prior and superior in right to any other Person (except Liens permitted by this Agreement). (b) When executed and delivered, each Foreign Pledge Agreement will be effective to create in favor of the Administrative Agent, for the benefit of the Lenders, a legal, valid and enforceable security interest in the Collateral described therein and proceeds thereof, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally. In the case of Collateral described therein constituting certificated securities, when such certificated securities are delivered to the Administrative Agent (which delivery shall have be made to the Administrative Agent to the extent delivery is required by such Foreign Pledge Agreement) and the other actions, if any, specified in such Foreign Pledge Agreements are taken, such Foreign Pledge Agreement shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral and the proceeds thereof, as security for the Obligations, in which a security interest may be perfected 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 UCC or upon the receipt and recording of an Intellectual Property Security Agreement with the USCRO or the USPTO, as applicable, in each case, case prior and superior in right to any other Person (except, in the case of Collateral other than Pledged Stock, except Liens permitted by Section 7.2 or 6.02). (c) Upon recording thereof in the case of Collateral that is Pledged Stockappropriate recording office, Liens permitted by Section 7.2 which arise by operation of law). Each each of the Mortgages delivered after the Closing Date will be, upon execution, (if any) is effective to create in favor of the Lender Administrative Agent, for the benefit of the Lenders, a legal, valid and enforceable Lien on the Mortgaged Properties mortgaged properties described therein and proceeds thereof, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and when the Mortgages are filed in the offices for the applicable jurisdictions in which the Mortgaged Properties are located, each such Mortgage shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in the Mortgaged Properties and the proceeds thereof, as security for the Obligations (as defined in the relevant Mortgage), in each case, prior and superior in right to any other Person (subject to Liens permitted by Section 7.2)general principles of equity, regardless of whether considered in a proceeding in equity or at law.

Security Documents. Subject to the time periods set forth in Schedule 5.2, the The Guarantee and Collateral Agreement is effective to create in favor of the Lender a legal, valid and enforceable security interest in the Collateral described therein and proceeds thereof, except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting the enforcement of creditors’ rights generally or by general equitable principles (whether enforcement is sought by proceedings in equity or at law). In the case of the Pledged Stock described in the Guarantee and Collateral 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 or the corresponding code or statute of any other applicable jurisdiction (“Certificated Securities”), when certificates representing such Pledged Stock are delivered to the Lender, and in the case of the other Collateral constituting personal property described in the Guarantee and Collateral Agreement, when financing statements and other filings specified on Schedule 4.19 in appropriate form are filed in the offices specified on Schedule 4.19, the Lender shall have a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral and the proceeds thereof, as security for the Obligations, in which a security interest may be perfected 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 UCC or upon the receipt and recording of an Intellectual Property Security Agreement with the USCRO or the USPTO, as applicable, in each case, prior and superior in right to any other Person (except, in the case of Collateral other than Pledged Stock, Liens permitted by Section 7.2 or in the case of Collateral that is Pledged Stock, Liens permitted by Section 7.2 which arise by operation of law). Each of the Mortgages delivered after the Closing Date will be, upon execution, effective to create in favor of the Lender a legal, valid and enforceable Lien on the Mortgaged Properties described therein and proceeds thereof, and when the Mortgages are filed in the offices for the applicable jurisdictions in which the Mortgaged Properties are located, each such Mortgage shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in the Mortgaged Properties and the proceeds thereof, as security for the Obligations (as defined in the relevant Mortgage), in each case, prior and superior in right to any other Person (subject to Liens permitted by Section 7.2).

Security Documents. Subject to the time periods set forth in Schedule 5.2, the The Guarantee and Collateral Agreement is effective to create in favor of the Lender Collateral Agent, for the benefit of the Secured Parties, a legal, valid valid, binding and enforceable security interest in the Collateral described therein and proceeds thereof, except and products thereof as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting the enforcement of creditors’ rights generally or by general equitable principles (whether enforcement is sought by proceedings in equity or at law)required thereby. In the case of the (i) Pledged Stock described in the Guarantee and Collateral Agreement that are securities Equity Interests represented by stock certificates, (x) when such certificates or otherwise constituting certificated securities within the meaning of Section 8-102(a)(15) of the UCC or the corresponding code or statute of any other applicable jurisdiction (“Certificated Securities”), when certificates representing such Pledged Stock are delivered to the Lender, and Collateral Agent or (y) when financing statements in appropriate form are filed in the case of offices specified on Schedule 3.16(a), (ii) the other Collateral constituting personal property described in the Guarantee and Collateral Agreement, when financing statements and other filings specified on Schedule 4.19 in appropriate form are filed in the offices specified on Schedule 4.193.16(a) and such other filings as are specified on Schedule 3 to the Guarantee and Collateral Agreement have been completed, (iii) the Deposit Accounts and Securities Accounts, when Account Control Agreements have been executed by the parties contemplated thereby and (iv) any Mortgage executed and delivered in accordance with the provisions of Sections 5.12 or 5.13 (if any), 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 5.12 or 5.13, the Lender Lien created by the Guarantee and Collateral Agreement shall have constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral and the proceeds and products thereof, as security for the Obligations, in which a security interest may be perfected by filing, recording or registering a financing statement or analogous document Secured Obligations (as defined in the United States (or any political subdivision thereof) Guarantee and its territories and possessions pursuant to the UCC or upon the receipt and recording of an Intellectual Property Security Agreement with the USCRO or the USPTO, as applicableCollateral Agreement), in each case, prior and superior in right to any other Person (except, with respect to priority only, Permitted Prior Liens and, in the case of Collateral other than Pledged Stockcollateral constituting Equity Interests, Liens permitted by Section 7.2 or in the case of Collateral that is Pledged Stock, Liens permitted by Section 7.2 which arise by operation of law). Each of the Mortgages delivered after the Closing Date will be, upon execution, effective to create in favor of the Lender a legal, valid and enforceable Lien on the Mortgaged Properties described therein and proceeds thereof, and when the Mortgages are filed in the offices for the applicable jurisdictions in which the Mortgaged Properties are located, each such Mortgage shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in the Mortgaged Properties and the proceeds thereof, as security for the Obligations (as defined in the relevant MortgagePermitted Equity Liens), in each case, prior to the extent such Lien can be perfected by delivery of such collateral, the filing of any UCC financing statements or execution and superior in right to delivery of any other Person (subject to Liens permitted by Section 7.2)account control agreements.

Security Documents. Subject to the time periods set forth in Schedule 5.2, the (a) The Guarantee and Collateral Agreement is effective to create in favor of the Lender Administrative Agent, for the benefit of the Secured Parties, a legal, valid and enforceable security interest in the Collateral described therein and proceeds thereof, except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting the enforcement of creditors’ rights generally or by general equitable principles (whether enforcement is sought by proceedings in equity or at law). In the case of the Pledged Stock described in the Guarantee and Collateral 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 or the corresponding code or statute of any other applicable jurisdiction (“Certificated Securities”)Agreement, when any stock certificates representing such Pledged Stock are delivered to the LenderAdministrative Agent, and in the case of the other Collateral constituting personal property described in the Guarantee and Collateral Agreement, when financing statements and other filings specified on Schedule 4.19 in appropriate form are filed in the offices specified on Schedule 4.194.19(a)-1 (which financing statements have been duly completed and delivered to the Administrative Agent), or, with respect to after-acquired property, when the requirements set forth in Section 6.10 have been complied with, the Lender Administrative Agent shall have a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral and the proceeds thereof, as security for the Obligations, in which a security interest may be perfected by filing, recording or registering a financing statement or analogous document Obligations (as defined in the United States (or any political subdivision thereof) Guarantee and its territories and possessions pursuant to the UCC or upon the receipt and recording of an Intellectual Property Security Agreement with the USCRO or the USPTO, as applicableCollateral Agreement), in each case, case prior and superior in right to any other Person (except, in the case of Collateral other than Pledged Stock, Liens permitted by Section 7.2 7.3), in each case to the extent required by the Guarantee and Collateral Agreement. As of the date hereof, Schedule 4.19(a)-2 lists each UCC Financing Statement that (i) names any Loan Party as debtor and (ii) will remain on file after the Closing Date. As of the date hereof, Schedule 4.19(a)-3 lists each UCC Financing Statement that (i) names any Loan Party as debtor and (ii) will be terminated on or prior to the Closing Date; and on or prior to the Closing Date, the Borrower will have delivered to the Administrative Agent (or will have made appropriate arrangements for the delivery thereof to the Administrative Agent), or caused to be filed, duly completed UCC termination statements, together with the authorization of the relevant secured party to file such termination statements, in the case respect of Collateral that is Pledged Stock, Liens permitted by Section 7.2 which arise by operation of law). each UCC Financing Statement listed in Schedule 4.19(a)-3. (b) Each of the Mortgages delivered after the Closing Date will be, upon execution, is effective to create in favor of the Lender Administrative Agent, for the benefit of the Secured Parties, a legal, valid and enforceable Lien on the Mortgaged Properties described therein and proceeds thereof, ; and when the Mortgages are filed in the offices for specified on Schedule 4.19(b) (in the applicable jurisdictions case of the Mortgages to be executed and delivered pursuant to Section 6.12) or in which the Mortgaged Properties are locatedrecording office designated by the Borrower (in the case of any Mortgage to be executed and delivered pursuant to Section 6.10(b)), each such Mortgage shall constitute the Administrative Agent will have a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in the Mortgaged Properties described therein and the proceeds thereof, as security for the Obligations (as defined in the relevant Mortgage), in each case, case prior and superior in right to any other Person (subject to other than Persons holding Liens or other encumbrances or rights permitted by Section 7.27.3). As of the Closing Date, the Mortgaged Properties constitute all fee interests in real property held by any Loan Party having a value (together with improvements thereof) of at least $5,000,000.

Security Documents. Subject to the time periods set forth in Schedule 5.2, the (a) The Guarantee and Collateral Agreement is effective to create in favor of the Lender Administrative Agent, for the benefit of the Secured Parties, a legal, valid and enforceable security interest in the Collateral described therein and proceeds thereof, except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting the enforcement of creditors’ rights generally or by general equitable principles (whether enforcement is sought by proceedings in equity or at law). In the case of the Pledged Stock described in the Guarantee and Collateral 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 or the corresponding code or statute of any other applicable jurisdiction (“Certificated Securities”), when certificates representing such Pledged Stock are delivered to the LenderAdministrative Agent, and in the case of the other Collateral constituting personal property described in the Guarantee and Collateral Agreement, when financing statements and other filings specified on Schedule 4.19 4.19(a) in appropriate form are filed in the offices specified on Schedule 4.194.19(a), the Lender Administrative Agent, for the benefit of the Secured Parties, shall have a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral and the proceeds thereof, as security for the Obligations, in which a security interest may be perfected by filing, recording each case (i) to the extent required herein or registering a financing statement or analogous document in the United States Security Documents and (or any political subdivision thereofii) and its territories and possessions pursuant to the UCC or upon the receipt and recording of an Intellectual Property Security Agreement with the USCRO or the USPTO, as applicable, in each case, prior and superior in right to any other Person (except, in the case of Collateral other than Pledged Stock, Liens permitted by Section 7.2 or in 7.3 and except as otherwise not required under the case Loan Documents). As of Collateral the Closing Date, none of the Capital Stock of any Group Members (other than any Immaterial Subsidiary) that is Pledged Stock, Liens permitted by Section 7.2 which arise by operation of law). a limited liability company or partnership has any Capital Stock that is a Certificated Security. (b) Each of the Mortgages delivered after the Closing Date will be, upon execution, effective to create in favor of the Lender Administrative Agent, for the benefit of the Secured Parties, a legal, valid and enforceable Lien on the Mortgaged Properties described therein and proceeds thereof, and when the Mortgages are filed in the offices for the applicable jurisdictions in which the Mortgaged Properties are located, each such Mortgage shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in the Mortgaged Properties and the proceeds thereof, as security for the Obligations (as defined in the relevant Mortgage), in each case, case prior and superior in right to any other Person (other than Liens permitted pursuant to Section 7.3). (c) Each of the UK Security Documents will be, upon execution, effective to create in favor of the Administrative Agent, for the benefit of the Secured Parties legal, valid and enforceable Liens which those UK Security Documents purport to create and, when such UK Security Documents are filed or registered, as applicable, in the offices for the applicable jurisdictions in which the assets secured by those UK Security Documents are located, those Liens will be valid, effective and enforceable. The Liens created by the UK Security Documents have or will, upon execution, have first ranking priority and are not subject to any prior ranking or pari passu ranking Liens (other than Liens permitted by Section 7.27.3). No restriction or condition of law or any agreement exists or applies to the ability of the applicable Loan Parties to transfer or grant a security interest in or charge the Collateral.

Security Documents. Subject to the time periods set forth in Schedule 5.2, the (a) The Guarantee and Collateral Agreement is effective to create in favor of the Lender Administrative Agent, for the benefit of the Secured Parties, a legal, valid and enforceable security interest in the Collateral described therein and proceeds thereof, except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting the enforcement of creditors’ rights generally or by general equitable principles (whether enforcement is sought by proceedings in equity or at law). In the case of the Pledged Stock described (as defined in the Guarantee and Collateral Agreement 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 or the corresponding code or statute of any other applicable jurisdiction (“Certificated Securities”), when certificates representing such Pledged Stock (which, in the case of a certificated securities in registered form, are indorsed to the Administrative Agent or in blank by an effective indorsement) are delivered to the LenderAdministrative Agent, and in the case of the other Collateral constituting personal property described in the Guarantee and Collateral Agreement, when financing statements and other filings specified on Schedule 4.19 4.19(a) to the Disclosure Letter in appropriate form are filed in the offices specified on Schedule 4.194.19(a) to the Disclosure Letter, the Lender Administrative Agent, for the benefit of the Secured Parties, shall have a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral and the proceeds thereof, as security for the Obligations, in which to the extent a security interest may be perfected 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 UCC or upon the receipt and recording of an Intellectual Property Security Agreement with the USCRO or the USPTO, as applicablesuch filings, in each case, case prior and superior in right to any other Person (except, in the case of Collateral other than Pledged Stock, Liens permitted by Section 7.2 or in 7.3). As of the case Closing Date, none of Collateral the Loan Parties that is Pledged Stock, Liens permitted by Section 7.2 which arise by operation of law). a limited liability company or partnership has any Capital Stock that is a Certificated Security. (b) Each of the Mortgages delivered after the Closing Date will be, upon execution, effective to create in favor of the Lender Administrative Agent, for the benefit of the Secured Parties, a legal, valid and enforceable Lien on the Mortgaged Properties described therein and proceeds thereof, and when the Mortgages are filed in the offices for the applicable jurisdictions in which the Mortgaged Properties are located, each such Mortgage shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in the Mortgaged Properties and the proceeds thereof, as security for the Obligations (as defined in the relevant Mortgage), in each case, case prior and superior in right to any other Person (subject to Liens permitted by Section 7.2)Person.

Security Documents. Subject to the time periods set forth in Schedule 5.2, the The Guarantee and Collateral Agreement is effective to create in favor of the Lender Administrative Agent, for the benefit of the Secured Parties, a legal, valid and enforceable security interest in the Collateral described therein and proceeds thereof, except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting the enforcement of creditors’ rights generally or by general equitable principles (whether enforcement is sought by proceedings in equity or at law). In the case of the Pledged Stock Collateral required to be delivered in the Guarantee and Collateral Agreement, when such Pledged Collateral is delivered (in accordance with the Intercreditor Agreements) to the Administrative Agent or the Non-ABL Representative (together with a properly completed and signed undated endorsement), in the case of Collateral consisting of Deposit Accounts or Securities Accounts, when such Deposit Accounts or Securities Accounts, as applicable, are subject to an Account Control Agreement (as defined in the Guarantee and Collateral Agreement) and in the case of the other Collateral described in the Guarantee and Collateral Agreement that are securities represented can be perfected by stock certificates the filing of a financing statement or otherwise constituting certificated securities within the meaning of Section 8-102(a)(15) of the UCC or the corresponding code or statute of any other applicable jurisdiction (“Certificated Securities”), when certificates representing such Pledged Stock are delivered to the Lender, and in the case of the other Collateral constituting personal property described in the Guarantee and Collateral Agreementfiling, when financing statements and other filings specified on Schedule 4.19 in appropriate form are filed in the offices specified on Schedule 4.19, the Lender Guarantee and Collateral Agreement shall have constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral and the proceeds thereof, as security for the Obligations, in which a security interest may be perfected by filing, recording or registering a financing statement or analogous document Obligations (as defined in the United States (or any political subdivision thereof) Guarantee and its territories and possessions pursuant to the UCC or upon the receipt and recording of an Intellectual Property Security Agreement with the USCRO or the USPTO, as applicableCollateral Agreement), in each case, case prior and superior in right to the Lien of any other Person (except, in the case of Collateral other than Pledged Stock, except Liens expressly permitted by Section 7.2 this Agreement or in the case of Collateral that is Pledged Stock, Liens permitted by Section 7.2 which arise by operation of law). Each of the Mortgages delivered after the Closing Date will be, upon execution, effective to create in favor of the Lender a legal, valid and enforceable Lien on the Mortgaged Properties described therein and proceeds thereof, and when the Mortgages are filed in the offices for the applicable jurisdictions in which the Mortgaged Properties are located, each such Mortgage shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in the Mortgaged Properties and the proceeds thereof, as security for the Obligations (as defined in the relevant Mortgage)Intercreditor Agreements, in each case, to be prior and superior in right to any other Person (subject to the Liens permitted by Section 7.2on the Collateral).

Security Documents. Subject The Loans and all amounts outstanding from time to time under the time periods set forth Loan Documents shall be secured by: a. A first priority security interest (subject to Permitted Liens) in Schedule 5.2(i) all tangible and intangible personal property, (ii) all fixtures and (iii) all owned real property of Borrower and the Guarantee Borrower Subsidiaries, now owned or hereafter acquired, and Collateral Agreement is effective to create in favor all proceeds and products of the Lender a legal, valid and enforceable such assets. Lender’s security interest in the Collateral described therein foregoing shall be created by and proceeds thereof, except as enforceability may shall be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating subject to or affecting the enforcement of creditors’ rights generally or by general equitable principles (whether enforcement is sought by proceedings in equity or at law). In the case provisions of the Pledged Stock described in Security Agreement and shall be subject to the Guarantee and Collateral Agreement that are securities represented by stock certificates or otherwise constituting certificated securities within the meaning of Section 8-102(a)(15) provisions of the UCC or the corresponding code or statute of any other applicable jurisdiction (“Certificated Securities”), when certificates representing such Pledged Stock are delivered to the LenderIntercreditor and Subordination Agreement. Promptly, and in any event within one (1) Business Day, following the case of the other Collateral constituting personal property described in the Guarantee and Collateral Agreement, when financing statements and other filings specified on Schedule 4.19 in appropriate form are filed in the offices specified on Schedule 4.19, the Lender shall have a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral and the proceeds thereof, as security for the Obligations, in which a security interest may be perfected by filing, recording or registering a financing statement or analogous document in the United States formation (or any political subdivision thereof) and its territories and possessions pursuant to the UCC or upon the receipt and recording of an Intellectual Property Security Agreement with the USCRO or the USPTOor, as applicable, incorporation) thereof, Borrower shall cause each Borrower Subsidiary to execute and deliver to Lender a Supplement to the Security Agreement. b. A first priority security interest (subject to Permitted Liens) in each caseall assets of Guarantor (other than the membership interests of Guarantor in Borrower which are addressed in clause (c) below), prior now owned or hereafter acquired, and superior in right all proceeds and products *** Certain confidential portions of this exhibit were omitted by means of redacting a portion of the text. Copies of the exhibit containing the redacted portions have been filed separately with the Securities and Exchange Commission subject to any other Person (except, a request for confidential treatment pursuant to Rule 24b-2 under the Securities Exchange Act. of such assets. Lender’s security interest in the case foregoing shall be created by and subject to the provisions of Collateral other than Pledged Stock, Liens permitted by Section 7.2 or the Security Agreement and shall be subject to the provisions of the Intercreditor and Subordination Agreement to the extent provided therein. c. A first priority security interest in the case membership interests of Collateral that is Pledged StockGuarantor in Borrower, Liens permitted now owned or hereafter acquired by Section 7.2 which arise Guarantor, and all proceeds and products thereof. Lender’s security interest in the foregoing shall be created by operation of law). Each and shall be subject to the provisions of the Mortgages delivered after Pledge Agreement and shall be subject to the Closing Date will beprovisions of the Intercreditor and Subordination Agreement to the extent provided therein. d. A first priority security interest (subject to the SNR Lien) in Borrower’s membership interests in the Borrower Subsidiaries hereafter formed or acquired by Borrower, upon executionand all proceeds and products thereof. Lender’s security interest in the foregoing shall be created by and shall be subject to the provisions of the Pledge Agreement and shall be subject to the provisions of the Intercreditor and Subordination Agreement to the extent provided therein. e. Notwithstanding the provisions of Section 2.5(a) through 2.5(d), effective to create inclusive, Lender acknowledges and agrees that the obligations of Borrower and the Borrower Subsidiaries under the Interest Purchase Agreement shall be secured by a first priority security interest in favor of SNR in and to all personal property, fixtures and owned real property of Borrower and the Lender a legalmembership interests owned by Borrower (other than Borrower’s membership interests in each Borrower Subsidiary that does not hold Licenses) and all personal property, valid fixtures and enforceable Lien on the Mortgaged Properties described therein and proceeds thereof, and when the Mortgages are filed in the offices for the applicable jurisdictions in which the Mortgaged Properties are located, each such Mortgage shall constitute a fully perfected Lien on, and security interest in, all right, title and interest owned real property of the Loan Parties in the Mortgaged Properties and the proceeds thereof, as security for the Obligations (as defined in the relevant Mortgage)Borrower Subsidiaries, in each casecase now owned or hereafter acquired, prior and superior all proceeds and products of such assets. SNR’s security interests in right to any other Person (the foregoing shall be created by and shall be subject to Liens permitted by Section 7.2)the provisions of the SNR Security Agreement and the SNR Pledge Agreement. SNR’s security interest in the foregoing shall have priority over Lender’s security interest in such assets, and Lender’s security interest in the foregoing shall be subordinated to the SNR Lien in such assets and membership interests, in each case to the extent provided herein and in the Intercreditor and Subordination Agreement.

Security Documents. Subject to the time periods set forth in Schedule 5.2, the (a) The Guarantee and Collateral Agreement is effective to create in favor of the Lender Administrative Agent, for the benefit of the Lenders, a legal, valid and enforceable security interest in the Collateral described therein and proceeds thereof, except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting the enforcement of creditors’ rights generally or by general equitable principles (whether enforcement is sought by proceedings in equity or at law). In the case of the Pledged Stock and Pledged Notes described in the Guarantee and Collateral 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 or the corresponding code or statute of any other applicable jurisdiction (“Certificated Securities”)Agreement, when stock certificates representing such Pledged Stock and promissory notes representing such Pledged Notes are delivered to the LenderAdministrative Agent (together with a properly completed and signed stock power, note power or endorsement, as applicable), and in the case of the other Collateral constituting personal property (other than Specified Collateral) described in the Guarantee and Collateral Agreement, when financing statements and other filings specified on Schedule 4.19 4.20(a) in appropriate form are filed in the offices specified on Schedule 4.194.20(a), the Lender Guarantee and Collateral Agreement shall have constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral and the proceeds thereof, as security for the Obligations, in which a security interest may be perfected by filing, recording or registering a financing statement or analogous document Obligations (as defined in the United States (or any political subdivision thereof) Guarantee and its territories and possessions pursuant to the UCC or upon the receipt and recording of an Intellectual Property Security Agreement with the USCRO or the USPTO, as applicableCollateral Agreement), in each case, case prior and superior in right to any other Person (except, in the case of Collateral other than Pledged Stock, Liens permitted by Section 7.2 or in the case of Collateral that is Pledged Stock, Liens permitted by Section 7.2 which arise by operation of law7.1). . (b) Each of the Mortgages delivered after the Closing Date when filed will be, upon execution, be effective to create in favor of the Lender 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 for the applicable jurisdictions in which the Mortgaged Properties are locatedspecified on Schedule 4.20(b), each such Mortgage shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in the Mortgaged Properties and the proceeds thereof, as security for the Obligations (as defined in the relevant Mortgage), in each case, case prior and superior in right to any other Person (Person, and in each case subject to Liens permitted Permitted Liens. Schedule 1.1B lists, as of the Closing Date, each parcel of owned real property located in the United States and held by Section 7.2)the Borrower or any of its Subsidiaries that has a value, in the reasonable opinion of the Borrower, in excess of $1,500,000.

Security Documents. Subject to the time periods set forth in Schedule 5.2, the Guarantee and Collateral (a) The Security Agreement is effective to create in favor of the Lender Collateral Trustee, for the benefit of the Secured Parties, a legal, valid and enforceable security interest in the Collateral described therein and proceeds thereof, except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting the enforcement of creditors’ rights generally or by general equitable principles (whether enforcement is sought by proceedings in equity or at law). In the case of the Pledged Stock described in the Guarantee and Collateral 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 or the corresponding code or statute of any other applicable jurisdiction (“Certificated Securities”)Security Agreement, when stock certificates representing such Pledged Stock Stock, together with related undated stock powers in blank, are delivered to the LenderCollateral Trustee, in the case of the Pledged Notes described in the Security Agreement, when instruments or certificated securities representing such Pledged Notes, together with related undated note powers in blank are delivered to the Collateral Trustee, in the case of deposit accounts and amounts on deposit therein, when deposit account control agreements are executed and delivered by the appropriate parties, and in the case of the other Collateral constituting personal property described in the Guarantee and Collateral Security Agreement, when financing statements and other filings specified on Schedule 4.19 Schedules 1 and 3 to the Security Agreement in appropriate form are filed in the offices specified on Schedule 4.19Schedules 1 and 3, the Lender security interest granted pursuant to the Security Agreement in such Collateral (to the extent a security interest in such Collateral can be perfected under Article 9 of the UCC by the delivery of such instruments or certificated securities or the filing of financing statements, as applicable) shall have constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral and the proceeds thereof, as security for the Secured Obligations, in which a security interest may be perfected 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 UCC or upon the receipt and recording of an Intellectual Property Security Agreement with the USCRO or the USPTO, as applicable, in each case, case prior and superior in right to any other Person (except, in the case of Collateral other than Pledged Stock, Liens permitted by Section 7.2 or 6.2 and except, in the case of Collateral that is Pledged Stock, Inchoate Liens and Liens permitted by Section 7.2 which arise by operation of law6.2(n). ). (b) Each of the Mortgages delivered after the Closing Date Mortgages, when executed and delivered, will be, upon execution, be effective to create in favor of the Lender Collateral Trustee, for the benefit of the Secured Parties, a legal, valid and enforceable Lien on the Mortgaged Properties described therein and proceeds thereof, and when the Mortgages are filed in the offices for the applicable jurisdictions in which the Mortgaged Properties are locatedappropriate mortgage recording offices, each such Mortgage shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in the Mortgaged Properties and the proceeds thereof, as security for the Obligations (as defined in the relevant Mortgage)Secured Obligations, in each case, case prior and superior in right to any other Person (subject to other than Inchoate Liens, minor defects in title that do not interfere with ordinary conduct of business and Liens permitted by Section 7.26.2(f), (i), (j) and (m)). As of the Closing Date, no Loan Party owns any real property. (c) As of the Closing Date, the Borrower and its Subsidiaries do not have any Deposit Accounts or Securities Accounts except as set forth on Schedule 3.23. As of the Closing Date, all Deposit Accounts and Securities Accounts listed on Schedule 3.23 (other than such Deposit Accounts and Securities Accounts constituting Excluded Assets) are subject to Deposit Account Control Agreements or Securities Account Control Agreements, as applicable, in favor of the Collateral Trustee.

Security Documents. Subject to the time periods set forth in Schedule 5.2, the Guarantee and Collateral Agreement is effective to create in favor Each of the Lender Security Documents has been duly authorized by the Company and/or the applicable Guarantor, as appropriate, and, when executed and delivered by the Company and/or the applicable Guarantor, will constitute a legal, valid and binding agreement of the Company and/or the applicable Guarantor enforceable security interest in against the Collateral described therein and proceeds thereofCompany and/or the applicable Guarantor (subject, except as enforceability may be limited by to the enforcement of remedies, to applicable bankruptcy, fraudulent conveyance, insolvency, reorganization, moratorium or other similar laws relating to or affecting the enforcement of creditors’ rights generally or from time to time in effect and by general equitable principles of equity (regardless whether enforcement such enforceability is sought by proceedings considered in a proceeding in equity or at law)). In The Senior Priority Security Documents, when executed and delivered in connection with the case sale of the Pledged Stock described in the Guarantee and Collateral 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 or the corresponding code or statute of any other applicable jurisdiction (“Certificated Senior Priority Securities”), when certificates representing such Pledged Stock are delivered to the Lender, and in the case of the other Collateral constituting personal property described in the Guarantee and Collateral Agreement, when financing statements and other filings specified on Schedule 4.19 in appropriate form are filed in the offices specified on Schedule 4.19, the Lender shall have a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral and the proceeds thereof, as security for the Obligations, in which a security interest may be perfected 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 UCC or upon the receipt and recording of an Intellectual Property Security Agreement with the USCRO or the USPTO, as applicable, in each case, prior and superior in right to any other Person (except, in the case of Collateral other than Pledged Stock, Liens permitted by Section 7.2 or in the case of Collateral that is Pledged Stock, Liens permitted by Section 7.2 which arise by operation of law). Each of the Mortgages delivered after the Closing Date will be, upon execution, effective to create in favor of the Lender a legalSenior Priority Collateral Agent, for the benefit of itself, the Senior Trustee and the holders of the Senior Priority Notes, valid and enforceable Lien security interests in and liens on the Mortgaged Properties described therein Collateral and, upon the filing of appropriate Uniform Commercial Code financing statements in United States jurisdictions, the filing of appropriate Personal Property Security Act (Canada) (“PPSA”) financing statements in Canadian jurisdictions and proceeds thereof, and when the Mortgages are filed in the offices for the applicable jurisdictions in which the Mortgaged Properties are located, each such Mortgage shall constitute a fully perfected Lien on, and security interest in, all right, title and interest taking of the Loan Parties in the Mortgaged Properties and the proceeds thereof, as security for the Obligations (as defined in the relevant Mortgage)other actions, in each casecase as further described in the Senior Priority Security Documents, the security interests in and liens on the rights of the Company or the applicable Guarantor in such Collateral will be perfected security interests and liens, superior to and prior to the liens of all third persons other than as described in the Offering Memorandum. The Junior Priority Security Documents, when executed and delivered in connection with the sale of the Junior Priority Securities, will create in favor of the Junior Priority Collateral Agent, for the benefit of itself, the Junior Trustee and the holders of the Junior Priority Notes, valid and enforceable security interests in and liens on the Collateral and, upon the filing of appropriate Uniform Commercial Code financing statements in United States jurisdictions, the filing of appropriate PPSA financing statements in Canadian jurisdictions and the taking of the other actions, in each case as further described in the Junior Priority Security Documents, the security interests in and liens on the rights of the Company or the applicable Guarantor in such Collateral will be perfected security interests and liens, superior to and prior to the liens of all third persons other than as described in right to any other Person (subject to Liens permitted by Section 7.2)the Offering Memorandum.

Security Documents. Subject to the time periods set forth in Schedule 5.2, the Guarantee and Collateral (a) [RESERVED]. (b) The Security Agreement is effective to create creates in favor of the Lender Agent, for the benefit of the Secured Parties referred to therein, a legal, valid valid, continuing and enforceable security interest in the Collateral described therein and proceeds thereof(as defined in the Security Agreement), except as the enforceability may be limited by of which is subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting the enforcement of creditors’ rights generally or by and subject to general equitable principles (of equity, regardless of whether enforcement is sought by proceedings considered in a proceeding in equity or at law). In the case of the Pledged Stock described in the Guarantee and Collateral 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 or the corresponding code or statute of any other applicable jurisdiction (“Certificated Securities”)The financing statements, when certificates representing such Pledged Stock are delivered to the Lender, and in the case of the other Collateral constituting personal property described in the Guarantee and Collateral Agreement, when 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 by filing, recording or registering a financing statement or analogous document (including without limitation the proceeds of such Collateral subject to the limitations relating to such proceeds in the UCC) or by obtaining control, under the UCC (in effect on Schedule 4.19 the date this representation is made) in each case prior and superior in right to any other Person, other than holders of Permitted Encumbrances having priority by operation of applicable Law. (c) When the Intellectual Property Security Agreement is filed in the United States Patent and Trademark Office and the United States Copyright Office and when financing statements, releases and other filings in appropriate form are filed in the offices specified on in Schedule 4.19II of the Security Agreement, the Lender Agent shall have a fully perfected Lien on, and security interest in, all right, title and interest of the applicable Loan Parties in such Collateral and the proceeds thereof, Intellectual Property (as security for defined in the Obligations, Security Agreement) 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 (or any political subdivision thereof) Patent and its territories and possessions pursuant to the UCC or upon the receipt and recording of an Intellectual Property Security Agreement with the USCRO Trademark Office or the USPTOUnited States Copyright Office, as applicable, in each case, case prior and superior in right to any other Person (except, it being understood that subsequent recordings in the case of Collateral 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 Loan Parties after the Closing Date), other than Pledged Stock, Liens permitted by Section 7.2 or in the case holders of Collateral that is Pledged Stock, Liens permitted by Section 7.2 which arise Permitted Encumbrances having priority by operation of law). Each of the Mortgages delivered after the Closing Date will be, upon execution, effective to create in favor of the Lender a legal, valid and enforceable Lien on the Mortgaged Properties described therein and proceeds thereof, and when the Mortgages are filed in the offices for the applicable jurisdictions in which the Mortgaged Properties are located, each such Mortgage shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in the Mortgaged Properties and the proceeds thereof, as security for the Obligations Law. (as defined in the relevant Mortgage), in each case, prior and superior in right to any other Person (subject to Liens permitted by Section 7.2)d) [RESERVED].

Security Documents. Subject to (a) This Agreement and the time periods set forth in Schedule 5.2, the Guarantee and Collateral Agreement is effective to other Security Documents create in favor of Agent, for the Lender benefit of the Secured Parties referred to therein, a legal, valid valid, continuing and enforceable security interest in the Collateral described therein and proceeds thereofCollateral, except as the enforceability may be limited by of which is subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting the enforcement of creditors’ rights generally or by and subject to general equitable principles (of equity, regardless of whether enforcement is sought by proceedings considered in a proceeding in equity or at law). In the case of the Pledged Stock described in the Guarantee and Collateral 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 or the corresponding code or statute of any other applicable jurisdiction (“Certificated Securities”)The financing statements, when certificates representing such Pledged Stock are delivered to the Lender, and in the case of the other Collateral constituting personal property described in the Guarantee and Collateral Agreement, when financing statements releases and other filings are in appropriate form and the offices specified in the legal opinion referred to in Section 6.1(h) are the appropriate offices to file such items. Upon such filings and/or the obtaining of “control,” (as defined in the UCC) 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 by filing, recording or registering a financing statement or analogous document (including without limitation the proceeds of such Collateral subject to the limitations relating to such proceeds in the UCC) or by obtaining control, under the UCC (in effect on Schedule 4.19 the date this representation is made) in each case prior and superior in right to any other Person. The certificated Equity Interests constituting Collateral have been delivered to Agent (together with stock powers or other appropriate instruments of transfer executed in blank form), and Agent has a fully perfected first priority Lien on, and security interest in, to and under all right, title and interest of each pledgor thereunder in such Collateral, and such security interest is in each case prior and superior in right and interest to any other Person. (b) When the applicable Security Document (or a short form thereof) is filed in the United States Patent and Trademark Office and the United States Copyright Office and when financing statements, releases and other filings in appropriate form are filed in the offices specified on Schedule 4.19in the legal opinion referred to in Section 6.1(h), the Lender Agent shall have a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties applicable obligors in such Collateral and the proceeds thereof, as security for the Obligations, 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 (or any political subdivision thereof) Patent and its territories and possessions pursuant to the UCC or upon the receipt and recording of an Intellectual Property Security Agreement with the USCRO Trademark Office or the USPTOUnited States Copyright Office, as applicable, in each case, case prior and superior in right to any other Person (except, it being understood that subsequent recordings in the case of Collateral other than Pledged StockUnited States Patent and Trademark Office and the United States Copyright Office may be necessary to perfect a Lien on registered trademarks, Liens permitted trademark applications and copyrights acquired by Section 7.2 or in the case of Collateral that is Pledged Stock, Liens permitted by Section 7.2 which arise by operation of law). Each of the Mortgages delivered Obligors after the Closing Date will be, upon execution, effective to create in favor of the Lender a legal, valid and enforceable Lien on the Mortgaged Properties described therein and proceeds thereof, and when the Mortgages are filed in the offices for the applicable jurisdictions in which the Mortgaged Properties are located, each such Mortgage shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in the Mortgaged Properties and the proceeds thereof, as security for the Obligations (as defined in the relevant Mortgage), in each case, prior and superior in right to any other Person (subject to Liens permitted by Section 7.2Date).

Security Documents. Subject to the time periods set forth in Schedule 5.2, the Guarantee and Collateral (a) The Security Agreement is effective to create creates in favor of the Lender Administrative Agent, for the benefit of the Secured Parties referred to therein, a legal, valid valid, continuing and enforceable security interest in the Collateral described therein and proceeds thereof(as defined in the Security Agreement), except as the enforceability may be limited by of which is subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting the enforcement of creditors’ rights generally or by and subject to general equitable principles (of equity, regardless of whether enforcement is sought by proceedings considered in a proceeding in equity or at law). In the case of the Pledged Stock described in the Guarantee and Collateral Agreement that are securities represented by stock certificates or otherwise constituting certificated securities within the meaning of Section 8-102(a)(15. (b) of the UCC or the corresponding code or statute of any other applicable jurisdiction (“Certificated Securities”)The financing statements, when certificates representing such Pledged Stock are delivered to the Lender, and in the case of the other Collateral constituting personal property described in the Guarantee and Collateral Agreement, when 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 Administrative Agent will have a perfected Lien on, and security interest in, to and under all right, title and interest of the Loan Parties in all Collateral that may be perfected by filing, recording or registering a financing statement or analogous document (including, without limitation, the proceeds of such Collateral subject to the limitations relating to such proceeds in the UCC) or by obtaining control, under the UCC (in effect on Schedule 4.19 the date this representation is made), in each case, prior and superior in right to any other Person, except for those Permitted Encumbrances that have priority in such Collateral by operation of law and except, as to the ABL Priority Collateral, for the Liens of the ABL Facility Agent to the extent provided in the Intercreditor Agreement. (c) When the Security Agreement (or a short form thereof) is filed in the United States Patent and Trademark Office and the United States Copyright Office and when financing statements, releases and other filings in appropriate form are filed in the offices specified on in Schedule 4.19II of the Security Agreement, the Lender Administrative Agent shall have a fully perfected Lien on, and security interest in, all right, title and interest of the applicable Loan Parties in such Collateral and the proceeds thereof, Intellectual Property (as security for defined in the Obligations, Security Agreement) 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 (or any political subdivision thereof) Patent and its territories and possessions pursuant to the UCC or upon the receipt and recording of an Intellectual Property Security Agreement with the USCRO Trademark Office or the USPTOUnited States Copyright Office, as applicable, in each case, case prior and superior in right to any other Person (except, it being understood that subsequent recordings in the case of 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 Loan Parties after the date hereof), except for those Permitted Encumbrances that have priority in such Collateral other than Pledged Stock, Liens permitted by Section 7.2 or in the case of Collateral that is Pledged Stock, Liens permitted by Section 7.2 which arise by operation of law). Each of . (d) Upon the execution and delivery thereof, the Mortgages delivered after the Closing Date will be, upon execution, effective to shall create in favor of the Lender Administrative Agent, for the benefit of the Secured Parties referred to therein, a legal, valid valid, continuing and enforceable first-priority Lien on the Mortgaged Properties described therein and proceeds thereofon, and when security interests in, the Real Estate Collateral Property described therein, the enforceability of which is subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law. Upon the filing or recording of the Mortgages are filed in with the offices for appropriate Governmental Authorities, the applicable jurisdictions in which the Mortgaged Properties are located, each such Mortgage shall constitute Administrative Agent will have a fully perfected Lien on, and security interest in, to and under all right, title and interest of the Loan Parties grantors thereunder in the Mortgaged Properties and all Real Estate Collateral Property that may be perfected by such filing (including, without limitation, the proceeds thereof, as security for the Obligations (as defined in the relevant Mortgageof such Real Estate Collateral Property), in each case, case prior and superior in right to any other Person (subject Person, except for those Permitted Encumbrances that have priority in such Collateral by operation of law and except, as to the ABL Priority Collateral, for the Liens permitted by Section 7.2)of the ABL Facility Agent to the extent provided in the Intercreditor Agreement.

Security Documents. Subject to the time periods set forth in Schedule 5.2, the (a) The Guarantee and Collateral Agreement is effective to create in favor of the Lender Administrative Agent, for the benefit of the Secured Parties, a legal, valid and enforceable security interest in the Collateral described therein and proceeds thereof, except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting the enforcement of creditors’ rights generally or by general equitable principles (whether enforcement is sought by proceedings in equity or at law). In the case of the Pledged Stock described in the Guarantee and Collateral Agreement that are securities represented by stock certificates or otherwise constituting certificated securities within the meaning of the Section 8-102(a)(15) of the New York UCC or the corresponding code or statute of any other applicable jurisdiction (“Certificated Securities”), when certificates representing such Pledged Stock are delivered to the LenderAdministrative Agent, and in the case of 80 US-DOCS\135452008.17 the other Collateral constituting personal property described in the Guarantee and Collateral Agreement, when financing statements and other filings specified on Schedule 4.19 4.19(a) in appropriate form are filed in the offices specified on Schedule 4.194.19(a), the Lender Administrative Agent, for the benefit of the Secured Parties, shall have a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral and the proceeds thereof, as security for the Obligations, in which a security interest may be perfected 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 UCC or upon the receipt and recording of an Intellectual Property Security Agreement with the USCRO or the USPTO, as applicable, in each case, case prior and superior in right to any other Person to the extent such Lien can be perfected by such actions or filings (except, in the case of Collateral other than Pledged Stock, Liens permitted by Section 7.2 7.3 to have priority over the Lien of the Administrative Agent). As of the Closing Date, none of the Borrower, Intermediate Holdings, Holdings or in the case of Collateral any Guarantor that is Pledged Stock, Liens permitted by Section 7.2 which arise by operation of law). a limited liability company or partnership has any Capital Stock that is a not Certificated Security. (b) Each of the Mortgages delivered after the Closing Date will be, upon execution, effective to create in favor of the Lender Administrative Agent, for the benefit of the Secured Parties, a legal, valid and enforceable Lien on the Mortgaged Properties described therein and proceeds thereof, and when the Mortgages are filed in the offices for the applicable jurisdictions in which the Mortgaged Properties are located, each such Mortgage shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in the Mortgaged Properties and the proceeds thereof, as security for the Obligations (as defined in the relevant Mortgage), in each case, case prior and superior in right to any other Person Person. (subject c) The PC Documents delivered by any PC Entity to any Loan Party pursuant to this Agreement are (or, to the extent executed after the Closing Date, shall, upon execution and delivery thereof, be) effective to create in favor of each applicable Loan Party, a legal, valid and enforceable first priority security interest in the Collateral (as defined therein (or any similarly defined term as defined therein)) (including cash and deposit accounts) and proceeds thereof of such PC Entity, and (i) when all appropriate filings or recordings are made in the appropriate offices as may be required under applicable law and (ii) upon the taking of possession or control by the applicable Loan Party of any such Collateral (or such similarly defined term) with respect to which a security interest may be perfected only by possession or control (which possession or control shall be given to the applicable Loan Party to the extent required by any PC Document), the Liens permitted created by Section 7.2each such PC Document will constitute perfected Liens on all right, title and interest of such Loan Party in such Collateral (or such similarly defined term), in each case, free and clear of all Liens (other than the Liens created under the PC Documents).

Security Documents. Subject to the time periods set forth in Schedule 5.2, the (a) The Guarantee and Collateral Agreement is effective to create in favor of the Lender Administrative Agent, for the ratable benefit of the Secured Parties, a legal, valid and enforceable security interest in the Collateral described therein and the proceeds thereof, except as the enforceability may be limited by of which is subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting the enforcement of creditors’ rights generally or by and subject to general equitable principles (of equity, regardless of whether enforcement is sought by proceedings considered in a proceeding in equity or at law). In the case of the Pledged Stock (as defined in the Guarantee and Collateral Agreement), if any, described in the Guarantee and Collateral 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 or the corresponding code or statute of any other applicable jurisdiction (“Certificated Securities”), when certificates representing such Pledged Stock are delivered to the LenderAdministrative Agent, and in the case of the other Collateral constituting personal property described in the Guarantee and Collateral Agreement, when financing statements and other filings specified on Schedule 4.19 4.19(a) (to the extent that a security interest in such property may be perfected by such filing) in appropriate form are filed on the Closing Date in the offices specified on Schedule 4.194.19(a), the Lender Administrative Agent, for the benefit of the Secured Parties, shall have a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral and the proceeds thereof, as security for the Obligations, in which a security interest may be perfected 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 UCC or upon the receipt and recording of an Intellectual Property Security Agreement with the USCRO or the USPTO, as applicable, in each case, case prior and superior in right to any other Person (except, in the case of Collateral other than Pledged Stock, Liens permitted by Section 7.2 or in the case of Collateral that is Pledged Stock, Liens permitted by Section 7.2 which arise 7.3 having priority by operation of applicable law). Each As of the Closing Date, no Loan Party that is a limited liability company or partnership has any Capital Stock that is a not Certificated Security. (b) Any Mortgages delivered after the Closing Date pursuant to Section 6.12 will be, upon execution, effective to create in favor of the Lender Administrative Agent, for the benefit of the Secured Parties, a legal, valid and enforceable Lien on the Mortgaged Properties described therein and proceeds thereof, and when the Mortgages are filed in the offices for the applicable jurisdictions in which the Mortgaged Properties are located, each such Mortgage shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in the Mortgaged Properties and the proceeds thereof, as security for the Obligations (as defined in the relevant Mortgage), in each case, case prior and superior in right to any other Person (subject to Liens permitted by Section 7.2)Person.

Security Documents. Subject to the time periods set forth in Schedule 5.2, the (a) The Guarantee and Collateral Agreement is effective to create in favor of the Lender Administrative Agent, for the benefit of the Secured Parties, a legal, valid and enforceable security interest in the Collateral described therein and proceeds thereof, except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting the enforcement of creditors’ rights generally or by general equitable principles (whether enforcement is sought by proceedings in equity or at law). In the case of the Pledged Stock as defined and described in the Guarantee and Collateral 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 or the corresponding code or statute of any other applicable jurisdiction (“Certificated Securities”), when certificates representing such Pledged Stock are delivered to the LenderAdministrative Agent, and in the case of the other Collateral constituting personal property described in the Guarantee and Collateral Agreement, when financing statements and other filings specified on Schedule 4.19 3.19(a) in appropriate form are filed in the offices specified on Schedule 4.193.19(a), the Lender Administrative Agent, for the benefit of the Secured Parties, shall have a fully perfected Lien on, and security interest in, all right, title sf-5589619 and interest of the Loan Parties in such Collateral and the proceeds thereofthereof to the extent a security interest in such Collateral can be created under the UCC, as security for the Obligations, in which a security interest may be perfected 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 Obligations to the UCC extent perfection in such Collateral can be obtained by filing Uniform Commercial Code financing statements or upon the receipt and recording of an Intellectual Property Security Agreement with the USCRO or the USPTO, as applicablepossession, in each case, case prior and superior in right to any other Person (except, in the case of Collateral other than Pledged Stock, Liens permitted by Section 7.2 or in 6.3). As of the case Closing Date, none of Collateral the Capital Stock of any Group Member that is Pledged Stock, Liens permitted by Section 7.2 which arise by operation of law). a limited liability company or partnership has any Capital Stock that is a Certificated Security. (b) Each of the Mortgages delivered after the Closing Date will be, upon execution, effective to create in favor of the Lender Administrative Agent, for the benefit of the Secured Parties, a legal, valid and enforceable Lien on the Mortgaged Properties described therein and proceeds thereof, and when the Mortgages are filed in the offices for the applicable jurisdictions in which the Mortgaged Properties are located, each such Mortgage shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in the Mortgaged Properties and the proceeds thereof, as security for the Obligations (as defined in the relevant Mortgage), in each case, case prior and superior in right to any other Person (subject to Liens expressly permitted by Section 7.26.3 or the Mortgage).

Security Documents. Subject to the time periods set forth in Schedule 5.2, the (a) The Guarantee and Collateral Agreement is effective to create in favor of the Lender Administrative Agent, for the benefit of the Secured Parties, a legal, valid and enforceable security interest in the Collateral described therein and proceeds and products thereof, except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting the enforcement of creditors’ rights generally or by general equitable principles (whether enforcement is sought by proceedings in equity or at law). In the case of the Pledged Stock described in the Guarantee and Collateral 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 or the corresponding code or statute of any other applicable jurisdiction (“Certificated Securities”)Stock, when any stock certificates representing such Pledged Stock are delivered to the LenderAdministrative Agent, and in the case of the other Collateral constituting personal property described in the Guarantee and Collateral Agreement, when financing statements and other filings specified on Schedule 4.19 in appropriate form are filed in the offices specified on Schedule 4.194.19(a)-1 (which financing statements have been duly completed and executed in accordance with applicable Requirements of Law and delivered to the Administrative Agent for filing) and such other filings as are specified on Schedule 3 to the Guarantee and Collateral Agreement are made (all of which filings have been duly completed and executed in accordance with applicable Requirements of Law and delivered to the Administrative Agent for filing), the Lender Guarantee and Collateral Agreement shall have constitute a fully perfected Lien on, and security interest in, all right, title and interest of Holdings and the Loan Parties in such Collateral and the proceeds and products thereof, as security for the Obligations, in which a security interest may be perfected by filing, recording or registering a financing statement or analogous document Obligations (as defined in the United States (or any political subdivision thereof) Guarantee and its territories and possessions pursuant to the UCC or upon the receipt and recording of an Intellectual Property Security Agreement with the USCRO or the USPTO, as applicableCollateral Agreement), in each case, case prior and superior in right to any other Person (except, in the case of Collateral other than Pledged Stock, Liens permitted by Section 7.2 or 7.3 and, in the case of Collateral that is consisting of Pledged Stock, non-consensual Liens permitted by Section 7.2 which arise 7.3 to the extent arising by operation of law). Schedule 4.19 (a) 2 lists each UCC Financing Statement that (i) names any Holdings or Loan Party as debtor and (ii) will remain on file after the Closing Date. Schedule 4.19(a)-3 lists each UCC Financing Statement that (i) names Holdings or any Loan Party as debtor and (ii) will be terminated on or prior to the Closing Date; and on or prior to the Closing Date, the Borrower will have delivered to the Administrative Agent, or caused to be filed, duly completed UCC termination statements, signed by the relevant secured party, in respect of each such UCC Financing Statement. (b) Each of the Mortgages delivered after the Closing Date will be, upon execution, is effective to create in favor of the Lender Administrative Agent, for the benefit of the Secured Parties, a legal, valid and enforceable Lien on the Mortgaged Properties described described, and as defined, therein and proceeds and products thereof, and when the Mortgages are filed in the offices for the applicable jurisdictions in which the Mortgaged Properties are locatedspecified on Schedule 4.19(b), each such Mortgage shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in the Mortgaged Properties and the proceeds and products thereof, as security for the Obligations (as defined in the relevant Mortgage), in each casecase prior and superior in right to any other Person except for Liens, rights and other interests permitted under Section 7.3. (c) The Intellectual Property Security Agreement is effective to create in favor of the Administrative Agent, for the benefit of the Secured Parties, a legal, valid and enforceable security interest in the Intellectual Property Collateral described therein and proceeds and products thereof. Upon the filing and recording of (i) the Intellectual Property Security Agreement in the appropriate indexes of the United States Patent and Trademark Office relative to patents and trademarks (within three (3) months after the Closing Date), and the United States Copyright Office relative to copyrights (within thirty (30) days after the Closing Date), together with provision for payment of all requisite fees, and (ii) financing statements in appropriate form for filing in the offices specified on Schedule 4.19(c) (which financing statements have been duly completed and executed in accordance with applicable Requirements of Law and delivered to the Administrative Agent for filing) the Intellectual Property Security Agreement shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in the Intellectual Property Collateral and the proceeds and products thereof, as security for the Obligations (as defined in the Guarantee and Collateral Agreement), in each case prior and superior in right to any other Person (subject to except non-consensual Liens permitted by Section 7.27.3 to the extent arising by operation of law).

Security Documents. Subject (a) The payment of the principal of and interest and premium, if any, on the Notes when due, whether at maturity, by acceleration, repurchase, redemption or otherwise and whether by the Issuers pursuant to the time periods set forth in Schedule 5.2Notes or by the Guarantors pursuant to the Guarantees, the Guarantee payment of all other Notes Obligations and Collateral Agreement is effective to create in favor the performance of all other Notes Obligations of the Lender a legalIssuers and the Guarantors under this Indenture, valid the Notes, the Guarantees and enforceable the Security Documents are secured as provided in the Security Documents which the Issuers and the Guarantors have entered into and will be secured by Security Documents hereafter delivered as required or permitted by this Indenture. The Issuers shall, and shall cause each Guarantor to, and each Guarantor shall, make all filings (including filings of continuation statements and amendments to Uniform Commercial Code (or other personal property security legislation) financing statements that may be necessary to continue the effectiveness of such Uniform Commercial Code (or other personal property security legislation) financing statements) and all other actions as are necessary or required by the Security Documents to maintain (at the sole cost and expense of the Issuers and the Guarantors) the security interest created by the Security Documents in the Collateral (other than with respect to any Collateral the security interest in which is not required to be perfected or maintained under the Collateral described therein and proceeds thereof, except Security Documents) as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting the enforcement of creditors’ rights generally or by general equitable principles (whether enforcement is sought by proceedings in equity or at law). In the case of the Pledged Stock described in the Guarantee and Collateral 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 or the corresponding code or statute of any other applicable jurisdiction (“Certificated Securities”), when certificates representing such Pledged Stock are delivered to the Lender, and in the case of the other Collateral constituting personal property described in the Guarantee and Collateral Agreement, when financing statements and other filings specified on Schedule 4.19 in appropriate form are filed in the offices specified on Schedule 4.19, the Lender shall have a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral and the proceeds thereof, as security for the Obligations, in which a security interest may be perfected 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 UCC or upon the receipt and recording of an Intellectual Property Security Agreement with the USCRO or the USPTO, as applicable, in each case, prior and superior in right to any other Person (except, in the case of Collateral other than Pledged Stock, Liens permitted by Section 7.2 or in the case of Collateral that is Pledged Stock, Liens permitted by Section 7.2 which arise by operation of law). Each of the Mortgages delivered after the Closing Date will be, upon execution, effective to create in favor of the Lender a legal, valid and enforceable Lien on the Mortgaged Properties described therein and proceeds thereof, and when the Mortgages are filed in the offices for the applicable jurisdictions in which the Mortgaged Properties are located, each such Mortgage shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in the Mortgaged Properties and the proceeds thereof, as security for the Obligations (as defined in the relevant Mortgage), in each case, prior and superior in right to any other Person (subject only to Liens permitted by Section 7.23.6. (b) Notwithstanding the foregoing, (1) the Capital Stock and other securities of the Company or any Subsidiary of the Company that are owned by the Issuers or any Guarantor shall constitute Collateral only to the extent that such Capital Stock and other securities can secure the Notes and Pari Passu Indebtedness without Rule 3-16 of Regulation S-X under the Securities Act (“Rule 3-16”) (or any other law, rule or regulation) requiring separate financial statements of such Subsidiary to be filed with the SEC (or any other governmental agency) (the “Rule 3-16 Exception”); (2) in the event that Rule 3-16 requires or is amended, modified or interpreted by the SEC to require (or is replaced with another rule or regulation, or any other law, rule or regulation is adopted, which would require) the filing with the SEC (or any other governmental agency) of separate financial statements of any Subsidiary of the Issuers, due to the fact that such Subsidiary’s Capital Stock and other securities secure the Notes and/or Pari Passu Indebtedness, then the Capital Stock and other securities of such Subsidiary shall automatically be deemed not to be part of the Collateral (but only to the extent necessary to not be subject to such requirement) and in such event, the Security Documents may be amended or modified, without the consent of any Holder or a holder of Pari Passu Indebtedness, to the extent necessary to release the security interests in the shares of Capital Stock and other securities that are so deemed to no longer constitute part of the Collateral; and (3) in the event that Rule 3-16 is amended, modified or interpreted by the SEC to permit (or is replaced with another rule or regulation, or any other law, rule or regulation is adopted, which would permit) the Company’s or such Subsidiary’s Capital Stock and other securities to secure the Notes and/or Pari Passu Indebtedness in excess of the amount then pledged without the filing with the SEC (or any other governmental agency) of separate financial statements of the Issuer or such Subsidiary, then the Capital Stock and other securities of the Company or of such Subsidiary shall automatically be deemed to be a part of the Collateral (but only to the extent permitted without becoming subject to any such financial statement requirements). In such event, the Security Documents may be amended or modified, without the consent of any Holder or holders of Pari Passu Lien Indebtedness, to the extent necessary to subject to the Liens under the Security Documents such additional Capital Stock and other securities and the Company or such Subsidiary shall take all actions necessary to perfect such Liens. Notwithstanding the foregoing, any such Capital Stock excluded as Collateral under the Rule 3-16 Exception will not be excluded from the collateral securing the Credit Agreement as a result of being excluded as Collateral.

Security Documents. Subject to the time periods set forth in Schedule 5.2, the Guarantee and Collateral Agreement is effective to (a) The Security Documents create in favor of the Lender Agent, for the ratable benefit of the Secured Parties, a legal, valid and enforceable security interest in the Collateral described therein as security for the Obligations to the extent that a legal, valid, binding and proceeds thereof, except as enforceability enforceable security interest in such Collateral may be limited by created under the Uniform Commercial Code (and subject, in each case, to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting the enforcement of creditors’ rights generally or by and subject to general equitable principles (of equity, regardless of whether enforcement is sought by proceedings considered in a proceeding in equity or at law). In ) and the case Security Documents constitute, or will upon the filing of financing statements and the obtaining of “control”, in each case, as applicable, with respect to the relevant Collateral as required under the Uniform Commercial Code, the creation of a fully perfected first priority Lien on, and security interest in, all right, title and interest of the Pledged Stock described Borrower and each Facility Guarantor thereunder in such Collateral, in each case prior and superior in right to any other Person (other than (x) Permitted Encumbrances having priority under Applicable Law and (y) Permitted Junior Liens), except as permitted hereunder or under any other Loan Document, in each case to the Guarantee and Collateral Agreement extent that are securities represented a security interest may be perfected by stock certificates or otherwise constituting certificated securities within the meaning filing of Section 8-102(a)(15) of a financing statement under the UCC or by obtaining “control.” (b) When each Trademark Security Agreement and Patent Security Agreement is filed in the corresponding code or statute of any other applicable jurisdiction (“Certificated Securities”), when certificates representing such Pledged Stock are delivered to the LenderUnited States Patent and Trademark Office, and each Copyright Security Agreement is filed in the case of the other Collateral constituting personal property described in the Guarantee United States Copyright Office and Collateral Agreement, when financing statements statements, releases and other filings specified on Schedule 4.19 in appropriate form are filed in the offices specified on Schedule 4.19filed, the Lender Agent, for the ratable benefit of the Credit Parties, shall have a fully perfected Lien on, and security interest in, all right, title and interest of the applicable Loan Parties in such Collateral and applicable Intellectual Property of the proceeds thereof, as security for the Obligations, Loan Parties 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 (or any political subdivision thereof) Patent and its territories and possessions pursuant to the UCC or upon the receipt and recording of an Intellectual Property Security Agreement with the USCRO Trademark Office or the USPTOUnited States Copyright Office, as applicable, in each case, case prior and superior in right to any other Person (except, in the case of Collateral other than Pledged Stock, Liens permitted by Section 7.2 or in the case of Collateral that is Pledged Stock, Liens permitted by Section 7.2 which arise by operation of lawPermitted Encumbrances having priority under Applicable Law). Each of the . (c) The Mortgages delivered after the Closing Date will be, upon execution, effective to create in favor of the Lender Agent, for the benefit of the Secured Parties referred to herein and subject to Permitted Encumbrances, a legal, valid valid, continuing and enforceable Lien on in the Mortgaged Properties described therein 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 proceeds thereofsubject to general principles of equity, and when regardless of whether considered in a proceeding in equity or at law. Upon the filing or recording of the Mortgages are filed in with the offices for appropriate Governmental Authorities, the applicable jurisdictions in which the Mortgaged Properties are located, each such Mortgage shall constitute Agent will have a fully perfected Lien on, and security interest in, to and under all right, title and interest of the Loan Parties grantors thereunder in the all Mortgaged Properties and Property that may be perfected by such filing (including without limitation the proceeds thereof, as security for the Obligations (as defined in the relevant Mortgageof such Mortgaged Property), in each case, case prior and superior in right to any other Person (subject to Liens permitted Permitted Encumbrances having priority by Section 7.2operation of law).

Security Documents. Subject to the time periods set forth in Schedule 5.2, the (a) The Guarantee and Collateral Agreement is effective to create in favor of the Lender Collateral Trustee, for the ratable benefit of the Secured Parties, a legal, valid valid, binding and enforceable security interest in the Collateral described therein and proceeds thereofthereof (other than money not constituting identifiable proceeds of any Collateral), except as enforceability may be limited by subject to applicable insolvency, bankruptcy, insolvency, reorganization, moratorium moratorium, fraudulent transfer and other laws now or other similar laws relating hereafter in effect generally affecting rights of creditors and (including with respect to or affecting the enforcement specific performance) principles of creditors’ rights generally or by general equitable principles (equity, whether enforcement is sought by proceedings considered in a proceeding in equity or at law). In in law and to the discretion of the court before which any proceeding therefor may be brought, and (i) in the case of the Pledged Stock described in Securities, upon the Guarantee and Collateral Agreement that are securities represented by stock certificates or otherwise constituting certificated securities within the meaning earlier of Section 8-102(a)(15(A) of the UCC or the corresponding code or statute of any other applicable jurisdiction (“Certificated Securities”), when certificates representing such Pledged Stock Securities are delivered to the Lender, Collateral Trustee and in the case of the other Collateral constituting personal property described in the Guarantee and Collateral Agreement, (B) when financing statements and other filings specified on Schedule 4.19 in appropriate form are filed in the offices specified on Schedule 4.193.19(a), (ii) in the case of Deposit Accounts not constituting Excluded Perfection Assets or Counterparty Accounts, by the execution and delivery of control agreements providing for “control” as described in Section 9-104 of the UCC, (iii) in the case of Securities Accounts not constituting Excluded Perfection Assets or Counterparty Accounts, upon the earlier of (A) the filing of financing statements in the offices specified on Schedule 3.19(a) and (B) the execution and delivery of control agreements providing for “control” as described in Section 9-106 of the UCC and (iv) in the case of all other Collateral described therein (other than Excluded Perfection Assets, Intellectual Property Collateral, money not credited to a Deposit Account or letter of credit rights not constituting supporting obligations), when financing statements in appropriate form are filed in the offices specified on Schedule 3.19(a), the Lender Guarantee and Collateral Agreement shall have constitute a fully perfected Lien on, all right, title and interest of the Secured Parties in such Collateral and proceeds thereof, as security for the Guaranteed Obligations hereunder, in each case prior and superior to the rights of any other Person (except, in the case of all Collateral other than Pledged Securities in the possession of the Collateral Trustee, with respect to Permitted Liens, and in respect of Pledged Securities in the possession of the Collateral Trustee, the Permitted Liens set forth in clauses (g) and (o) of the definition thereof and with respect to any other Priority Lien Obligations). (a) Each Intellectual Property Security Agreement is effective to create in favor of the Collateral Trustee, for the ratable benefit of the Secured Parties, a legal, valid, binding and enforceable security interest in the Intellectual Property Collateral described therein and proceeds thereof (other than money not constituting identifiable proceeds of any Intellectual Property Collateral), subject to applicable insolvency, bankruptcy, reorganization, moratorium, fraudulent transfer and other laws now or hereafter in effect generally affecting rights of creditors and (including with respect to specific performance) principles of equity, whether considered in a proceeding in equity or in law and to the discretion of the court before which any proceeding therefor may be brought. When each Intellectual Property Security Agreement is filed in the United States Patent and Trademark Office and the United States Copyright Office, respectively, together with financing statements in appropriate form filed in the offices specified in Schedule 3.19(a), in each case within the time period prescribed by applicable law, such Intellectual Property Security Agreement shall constitute a fully perfected Lien on, and security interest inin (if and to the extent perfection may be achieved by such filings), all right, title and interest of the Loan Parties grantors thereunder in such Collateral and the proceeds thereofIntellectual Property Collateral, as security for the Obligations, in which a security interest may be perfected 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 UCC or upon the receipt and recording of an Intellectual Property Security Agreement with the USCRO or the USPTO, as applicableGuaranteed Obligations hereunder, in each case, case prior and superior in right to any other Person (except, except with respect to Permitted Liens) (it being understood that subsequent recordings in the case of Collateral other than Pledged StockUnited States Patent and Trademark Office and the United States Copyright Office may be necessary to perfect a Lien on registered trademarks, Liens permitted trademark applications, patents, patent applications, copyright registrations and copyright applications acquired by Section 7.2 or in the case of Collateral that is Pledged Stock, Liens permitted by Section 7.2 which arise by operation of lawgrantors after the Closing Date). . (b) Each of the Mortgages delivered after the Closing Date will be, upon execution, is effective to create in favor of the Lender Collateral Trustee, for the ratable benefit of the Secured Parties, a legal, valid valid, binding, subsisting and enforceable Lien on on, and security interest in all of the Loan Parties’ right, title and interest in and to the Mortgaged Properties Property described therein and proceeds thereofthereof (other than money not constituting identifiable proceeds of any 116 US-DOCS\159452469.6 Mortgaged Property), subject to applicable insolvency, bankruptcy, reorganization, moratorium, fraudulent transfer and other laws now or hereafter in effect generally affecting rights of creditors and (including with respect to specific performance) principles of equity, whether considered in a proceeding in equity or in law, and when to the discretion of the court before which any proceeding therefor may be brought. When the Mortgages are filed in the offices for the applicable jurisdictions in which the Mortgaged Properties are locatedspecified on Schedule 3.19(c), each such Mortgage shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties grantors thereof in the such Mortgaged Properties Property and the proceeds thereof, as security for the Guaranteed Obligations (as defined in the relevant Mortgage)hereunder, in each case, case prior and superior in right to any other Person (subject except the Permitted Liens set forth in clauses (e), (f), (g), (h), (i), (j) (solely with respect to Liens permitted Permitted Refinancing Indebtedness refinancing Indebtedness secured by a Permitted Lien set forth in clause (e), (g), (h), (i), (m) or (o) of the definition thereof), (m), (o) and (x) of the definition thereof and with respect to any other Priority Lien Obligations). Notwithstanding any other provision of this Agreement or any other Loan Document, the Borrowers do not and shall not make any representation or warranty under this Section 7.2)3.19 during or related to any Collateral Release Period.

Security Documents. Subject to (a) Each of the time periods set forth in Schedule 5.2, the Guarantee and Collateral Agreement Security Documents is effective to create in favor of the Lender Administrative Agent, for the benefit of the Secured Parties, a legal, valid and enforceable first priority security interest (the other Liens permitted hereunder) in the Collateral described therein and proceeds thereof, except as the enforceability may be limited by of which is subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting the enforcement of creditors’ rights generally or by and subject to general equitable principles (of equity, regardless of whether enforcement is sought by proceedings considered in a proceeding in equity or at law). In the case of (i) the Pledged Capital Stock described in the Guarantee and Collateral Security Agreement that are securities represented by stock certificates or otherwise constituting certificated securities within the meaning of Section 8-102(a)(15) of the New York UCC or the corresponding code or statute of any other applicable jurisdiction (“Certificated Securities”), when certificates representing such Pledged Capital Stock are delivered to the LenderAdministrative Agent along with instruments of transfer in blank or endorsed to the Administrative Agent, and in the case of (ii) the other Collateral described in clause (i) constituting personal property described in the Guarantee and Collateral Security Agreement, when financing statements and other filings filings, agreements and actions specified on Schedule 4.19 5.19(a) in appropriate form are executed and delivered, performed or filed in the offices specified on Schedule 4.195.19(a), as the case may be, the Lender Administrative Agent, for the benefit of the Secured Parties, shall have a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such all Collateral and the proceeds thereof, as security for the Obligations, in which a security interest that may be perfected by filing, recording or registering a financing statement or analogous document in and the United States proceeds thereof (or any political subdivision thereof) and its territories and possessions pursuant to the UCC extent such Liens may be perfected by possession of the Certificated Securities by the Administrative Agent or upon such filings, agreements or other actions or perfection is otherwise required by the receipt and recording terms of an Intellectual Property Security Agreement with the USCRO or the USPTOany Loan Document), as applicablesecurity for the Obligations, in each case, case prior and superior in right to any other Person (except, in the case of Collateral other than Pledged Stock, Liens permitted by Section 7.2 hereunder). Other than as set forth on Schedule 5.19(a), none of the Capital Stock of the Borrower or in the case of Collateral any Subsidiary Guarantor that is Pledged Stock, Liens permitted by Section 7.2 which arise by operation of law). a limited liability company or partnership is a Certificated Security. (b) Each of the Mortgages delivered after the Closing Date pursuant to Section 7.08(b) is, or upon execution and recording will be, upon execution, effective to create in favor of the Lender Administrative Agent, for the benefit of the Secured Parties, a legal, valid and enforceable Lien on the Mortgaged Properties described therein and proceeds thereof, the enforceability of which is subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and when subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law. When the Mortgages are filed recorded in the recording offices for the applicable jurisdictions in which the Mortgaged Properties are located, each such Mortgage shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in the Mortgaged Properties and the proceeds thereof, as security for the Obligations (as defined in the relevant Mortgage), in each case, case prior and superior in right to any other Person (subject to other than holders of Liens permitted hereunder. The UCC fixture filings on form UCC-1 for filing under the UCC in the appropriate jurisdictions in which the Mortgaged Properties covered by Section 7.2the applicable Mortgages are located, will be effective upon filing to create in favor of the Administrative Agent, for the benefit of the Secured Parties, a legal, valid and enforceable security interest in the fixtures created by the Mortgages and described therein, and when the UCC fixture filings are filed in the recording offices for the applicable jurisdictions in which the Mortgaged Properties are located, each such UCC fixture filing shall constitute a fully perfected security interest in the fixtures, as security for the Obligations (as defined in the relevant Mortgage), in each case prior and superior in right to any other Person other than holders of Liens permitted hereunder. Schedule 5.19(b) lists each parcel of owned real property located in the United States and held by Holdings or any of its Restricted Subsidiaries.

Security Documents. Subject to (a) As of the time periods set forth in Schedule 5.2Funding Date, the Guarantee and Collateral Security Agreement is effective to create in favor of Agent, for the Lender benefit of the Secured Parties, a legal, valid valid, binding and enforceable security interest in the Collateral described therein and proceeds and products thereof, except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting the enforcement of creditors’ rights generally or by general equitable principles (whether enforcement is sought by proceedings in equity or at law). In the case of the Pledged Capital Stock described in the Guarantee and Collateral 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 or the corresponding code or statute of any other applicable jurisdiction (“Certificated Securities”)Security Agreement, when any stock certificates representing such Pledged Capital Stock are delivered to Agent and, in the Lendercase of Pledged Capital Stock that is a “security” (as defined in the UCC) but is not evidenced by a certificate, when an Instructions Agreement, substantially in the form of Annex A to the Guarantee and Security Agreement, has been delivered to Agent, and in the case of the any other Collateral constituting personal property described in the Guarantee and Collateral Security Agreement, when financing statements and other filings specified on Schedule 4.19 in appropriate form are filed in the offices specified on Schedule 4.193.21(a)-1 (which financing statements may be filed by Agent) at any time and such other filings as are specified on Schedule 2 to the Guarantee and Security Agreement have been completed (all of which filings may be filed by Agent) at any time on or after the Funding Date, the Lender Guarantee and Security Agreement shall have constitute a fully perfected valid Lien on, and security interest in, all right, title and interest of the Specified Parties and the Loan Parties in such Collateral and the proceeds and products thereof, as security for the Obligations, in which a security interest may be perfected by filing, recording or registering a financing statement or analogous document Obligations (as defined in the United States (or any political subdivision thereof) Guarantee and its territories and possessions pursuant to the UCC or upon the receipt and recording of an Intellectual Property Security Agreement with the USCRO or the USPTO, as applicableAgreement), in each case, case prior and superior in right to any other Person (exceptother than Persons holding Permitted Liens). Schedule 3.21(a)-2 lists each UCC Financing Statement that (i) names any Specified Party or any Loan Party as debtor and (ii) will remain on file after the Funding Date. Schedule 3.21(a)-3 lists each UCC Financing Statement that (i) names any Specified Party or any Loan Party as debtor and (ii) will be terminated on or prior to the Funding Date; and on or prior to the Funding Date, Borrower will have delivered to Agent, or caused to be filed, duly completed UCC termination statements, signed by the relevant secured party, in the case respect of Collateral other than Pledged Stock, Liens permitted by Section 7.2 or in the case of Collateral that is Pledged Stock, Liens permitted by Section 7.2 which arise by operation of law). each such UCC Financing Statement. (b) Each of the Mortgages delivered after the Closing Date will be, upon execution, is effective to create in favor of Agent, for the Lender benefit of the Secured Parties, a legal, valid valid, binding and enforceable Lien on the Mortgaged Properties described therein and proceeds and products thereof, ; and when the Mortgages are filed in the offices for specified on Schedule 3.21(b) (in the applicable jurisdictions case of Mortgages to be executed and delivered on the Funding Date) or in which the Mortgaged Properties are locatedrecording office designated by the Loan Parties (in the case of any Mortgage to be executed and delivered pursuant to Section 5.11(b)), each such Mortgage shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties or Prima, as applicable, in the Mortgaged Properties described therein and the proceeds and products thereof, as security for the Secured Obligations (as defined in the relevant Mortgage), in each case, case prior and superior in right to any other Person (subject to Liens permitted by Section 7.2other than Persons holding Permitted Liens).

Security Documents. Subject to the time periods set forth in Schedule 5.2, the (a) The Guarantee and Collateral Agreement is effective to create in favor of the Lender Administrative Agent, for the benefit of the Secured Parties, a legal, valid and enforceable security interest in the Collateral described therein and proceeds thereof, except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting the enforcement of creditors’ rights generally or by general equitable principles (whether enforcement is sought by proceedings in equity or at law). In the case of the Pledged Stock described (as defined in the Guarantee and Collateral Agreement Agreement) that are securities represented by stock certificates or otherwise constituting certificated securities within the meaning of Section 8-8- 102(a)(15) of the UCC or the corresponding code or statute of any other applicable jurisdiction (“Certificated Securities”)jurisdiction, when certificates representing such Pledged Stock are delivered to the LenderAdministrative Agent, and in the case of the other Collateral constituting personal property described in the Guarantee and Collateral Agreement, when financing statements and other filings specified on Schedule 4.19 4.19(a) in appropriate form are filed in the offices specified on Schedule 4.194.19(a), the Lender Administrative Agent, for the benefit of the Secured Parties, shall have a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral and the proceeds thereof, as security for the Obligations, in which a security interest may be perfected 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 UCC or upon the receipt and recording of an Intellectual Property Security Agreement with the USCRO or the USPTO, as applicable, in each case, case prior and superior in right to any other Person (except, in the case of Collateral other than Pledged Stock, for Liens expressly permitted by Section 7.2 or in 7.3 to be incurred on a senior basis to the case of Collateral that is Pledged StockLiens securing the Obligations, Liens permitted by Section 7.2 which arise including by operation of law). . (b) Each of the Mortgages Mortgages, if any, delivered after the Closing Date will be, upon execution, filing and recordation, effective to create in favor of the Lender Administrative Agent, for the benefit of the Secured Parties, a legal, valid and enforceable Lien on the Mortgaged Properties described therein and proceeds thereof, and when the Mortgages are filed in the offices for the applicable jurisdictions in which the Mortgaged Properties are located, each such Mortgage shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in the Mortgaged Properties and the proceeds thereof, as security for the Obligations (as defined in the relevant Mortgage), in each case, case prior and superior in right to any other Person (subject to except for Liens expressly permitted by Section 7.27.3 to be incurred on a senior basis to the Liens securing the Obligations, including by operation of law). (c) Each English Security Document is effective to create in favor of the Administrative Agent, for the benefit of the Secured Parties, a legal, valid, and enforceable security interest under the laws of England and Wales over each of the assets described therein and the proceeds thereof. The shares which are subject to the English Share Charge are fully paid and not subject to any option to purchase or similar rights. The constitutional documents of the company whose shares are subject to the English Share Charge do not and could not restrict or inhibit any transfer of those shares on creation of on enforcement of the English Share Charge. As at the date hereof, under the laws of England and Wales, it is not necessary that the Loan Documents to which an English Loan Party is a party be filed, recorded or enrolled with any court or other authority in those jurisdictions or that any stamp, registration, notarial or similar taxes or fees be paid on or in relation to such Loan Documents or the transactions contemplated by such Loan Documents except for registration of particulars of the English Debenture and the English Share Charge at the Registrar of Companies in England and Wales pursuant to section 859A of the Companies Act 2006 and payment of associated fees.

Security Documents. Subject to the time periods set forth in Schedule 5.2, (a) Each of the Guarantee and Collateral Agreement and the Foreign Pledge Agreements is effective to create in favor of the Lender Administrative Agent, for the benefit of the Secured Parties, a legal, valid and enforceable security interest in the Collateral described therein and proceeds thereof, except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting the enforcement of creditors’ rights generally or by general equitable principles (whether enforcement is sought by proceedings in equity or at law). In the case of the Pledged Stock described in the Guarantee and Collateral Agreement that are securities represented by stock certificates or otherwise constituting and the Netherlands Pledge Agreement, and the shares charged pursuant to the Cayman Pledge Agreement, to the extent such Pledged Stock and charged shares constitutes “certificated securities within securities” under the meaning of Section 8-102(a)(15) of the UCC or the corresponding code or statute of any other applicable jurisdiction (“Certificated Securities”)Uniform Commercial Code, when stock certificates representing such Pledged Stock or such share charge support documents as set forth in the Cayman Pledge Agreement are delivered to the LenderAdministrative Agent (together with a properly completed and signed stock power, or, as the case may be, share transfer form, or endorsement), and in the case of the other Collateral constituting personal property described in the Guarantee and Collateral Agreement, with respect to Loan Parties as of the Closing Date, when financing statements and other filings specified on Schedule 4.19 3.19(a) in appropriate form are filed in the offices specified on Schedule 4.193.19(a), the Lender Guarantee and Collateral Agreement and the Foreign Pledge Agreements shall have constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral and the proceeds thereof, as security for the Obligations, in which a security interest may be perfected by filing, recording Secured Obligations or registering a financing statement or analogous document the Obligations (as defined in the United States (or any political subdivision thereof) and its territories and possessions pursuant to the UCC or upon the receipt and recording of an Intellectual Property Security Agreement with the USCRO or the USPTOForeign Pledge Agreements), as applicablethe case may be, in each case, case prior and superior in right to any other Person (except, in the case of Collateral other than Pledged StockStock or charged shares constituting “certificated securities”, Liens permitted by Section 7.2 or in the case of Collateral that is Pledged Stock, Liens permitted by Section 7.2 which arise by operation of law5.05). . (b) Each of the Mortgages delivered after the Closing Date will be, upon execution, is effective to create in favor of the Lender Administrative Agent, for the benefit of the Secured Parties, a legal, valid and enforceable Lien on the Mortgaged Properties described therein and proceeds thereof, and when the Mortgages are filed in the offices for the applicable jurisdictions in which the Mortgaged Properties are locatedappropriate recording offices, each such Mortgage shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in the Mortgaged Properties and the proceeds thereof, as security for the Obligations (as defined in the relevant Mortgage)Secured Obligations, in each case, case prior and superior in right to any other Person (subject to other than prior Liens permitted by Section 7.2)5.05.

Security Documents. Subject to the time periods set forth in Schedule 5.2, the (a) The Guarantee and Collateral Agreement is effective to create in favor of the Lender Administrative Agent, for the ratable benefit of the Secured Parties, a legal, valid and enforceable security interest in the Collateral described therein and the proceeds thereof, except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting the enforcement of creditors’ rights generally or by general equitable principles (whether enforcement is sought by proceedings in equity or at law). In the case of the Pledged Stock Stock, if any, described in the Guarantee and Collateral 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 or the corresponding code or statute of any other applicable jurisdiction (“Certificated Securities”), when certificates representing such Pledged Stock are delivered to the LenderAdministrative Agent, and in the case of the other Collateral constituting personal property described in the Guarantee and Collateral Agreement, when financing statements and other filings specified on Schedule 4.19 4.19(a) in appropriate form are filed in the offices specified on Schedule 4.194.19(a), the Lender Administrative Agent, for the benefit of the Secured Parties, shall have a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral and the proceeds thereof, as security for the Obligations, in which a security interest may be perfected 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 UCC or upon the receipt and recording of an Intellectual Property Security Agreement with the USCRO or the USPTO, as applicable, in each case, case prior and superior in right to any other Person (except, in the case of Collateral other than Pledged Stock, Liens permitted by Section 7.2 7.3 which are non-consensual permitted Liens, permitted purchase money Liens, or in the case interests of Collateral lessors under capital leases, and otherwise subject to the Intercreditor Agreement). As of the Closing Date, no Loan Party that is Pledged Stock, Liens permitted by Section 7.2 which arise by operation of law). Each of the a limited liability company or partnership has any Capital Stock that is a not Certificated Security. (b) Any Mortgages delivered after the Closing Date pursuant to Section 6.12 will be, upon execution, effective to create in favor of the Lender Administrative Agent, for the benefit of the Secured Parties, a legal, valid and enforceable Lien on the Mortgaged Properties described therein and proceeds thereof, and when the Mortgages are filed in the offices for the applicable jurisdictions in which the Mortgaged Properties are located, each such Mortgage shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in the Mortgaged Properties and the proceeds thereof, as security for the Obligations (as defined in the relevant Mortgage), in each case, case prior and superior in right to any other Person (subject to Liens permitted by Section 7.2)Person.

Security Documents. Subject to the time periods set forth in Schedule 5.2, the The Guarantee and Collateral Agreement is effective to create in favor of the Lender Administrative Agent, for the benefit of the Secured Parties, a legal, valid and enforceable security interest in the Collateral described therein and proceeds thereof, except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting the enforcement of creditors’ rights generally or by general equitable principles (whether enforcement is sought by proceedings in equity or at law). In the case of the Pledged Stock Collateral required to be delivered in the Guarantee and Collateral Agreement, when such Pledged Collateral is delivered (in accordance with the Intercreditor Agreements) to the Administrative Agent or the Term Loan Representative (together with a properly completed and signed undated endorsement), in the case of Collateral consisting of Deposit Accounts or Securities Accounts, when such Deposit Accounts or Securities Accounts, as applicable, are subject to an Account Control Agreement (as defined in the Guarantee and Collateral Agreement) and in the case of the other Collateral described in the Guarantee and Collateral Agreement that are securities represented can be perfected by stock certificates the filing of a financing statement or otherwise constituting certificated securities within the meaning of Section 8-102(a)(15) of the UCC or the corresponding code or statute of any other applicable jurisdiction (“Certificated Securities”), when certificates representing such Pledged Stock are delivered to the Lender, and in the case of the other Collateral constituting personal property described in the Guarantee and Collateral Agreementfiling, when financing statements and other filings specified on Schedule 4.19 in appropriate form are filed in the offices specified on Schedule 4.19, the Lender Guarantee and Collateral Agreement shall have constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral and the proceeds thereof, as security for the Obligations, in which a security interest may be perfected by filing, recording or registering a financing statement or analogous document Obligations (as defined in the United States (or any political subdivision thereof) Guarantee and its territories and possessions pursuant to the UCC or upon the receipt and recording of an Intellectual Property Security Agreement with the USCRO or the USPTO, as applicableCollateral Agreement), in each case, case prior and superior in right to the Lien of any other Person (except, in the case of Collateral other than Pledged Stock, except Liens expressly permitted by Section 7.2 this Agreement or in the case of Collateral that is Pledged Stock, Liens permitted by Section 7.2 which arise by operation of law). Each of the Mortgages delivered after the Closing Date will be, upon execution, effective to create in favor of the Lender a legal, valid and enforceable Lien on the Mortgaged Properties described therein and proceeds thereof, and when the Mortgages are filed in the offices for the applicable jurisdictions in which the Mortgaged Properties are located, each such Mortgage shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in the Mortgaged Properties and the proceeds thereof, as security for the Obligations (as defined in the relevant Mortgage)Intercreditor Agreements, in each case, to be prior and superior in right to any other Person (subject to the Liens permitted by Section 7.2on the Collateral).

Security Documents. Subject (a) Each of the U.S. Collateral Agreement, the Canadian Security Documents, the U.K. Security Documents and the German Collateral Agreements is effective, subject to the time periods set forth in Schedule 5.2Legal Reservations, the Guarantee and Collateral Agreement is effective to create in favor of the Lender Collateral Agent (for the benefit of the applicable Secured Parties) a legal, valid and enforceable security interest and Lien in the Collateral described therein and proceeds thereof, except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting the enforcement of creditors’ rights generally or by general equitable principles (whether enforcement is sought by proceedings in equity or at law). In the case of the Pledged Stock Collateral described in each of the Guarantee and U.S. Collateral Agreement that are securities represented by stock certificates or otherwise constituting certificated securities within and the meaning of Section 8-102(a)(15) of the UCC or the corresponding code or statute of any other applicable jurisdiction (“Certificated Securities”)Canadian Collateral Agreement, when certificates or promissory notes, as applicable, representing such Pledged Stock Collateral are delivered to the LenderCollateral Agent (or its bailee pursuant to the ABL Intercreditor Agreement), and in the case of the other Collateral constituting personal property described in each of the Guarantee U.S. Collateral Agreement and the Canadian Security Documents, (other than the Intellectual Property (as defined in the U.S. Collateral Agreement)), when financing statements and other filings specified on Schedule 4.19 in appropriate form the Perfection Certificate are filed in the offices specified on Schedule 4.19in the Perfection Certificate, the Lender Collateral Agent (for the benefit of the Secured Parties) shall have a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral and, subject to Section 9-315 of the New York Uniform Commercial Code and the PPSA, the proceeds thereof, as security for the Obligations to the extent perfection can be obtained by filing Uniform Commercial Code or PPSA financing statements, in each case prior and superior in right to any other person (except Permitted Liens). Subject to the Legal Reservations and Perfection Requirements, in the case of: (i) any Security Document that purports to create a Lien entered into by a U.K. Loan Party, when that Security Document is filed in respect of that U.K. Loan Party at Companies House in England and Wales under section 859A of the Companies Act 2006 (UK) and the payment of associated fee; (ii) in the case of any Security Document that purports to create a Lien in respect of Real Property located in England or Wales, when that Security Document is registered at HM Land Registry or the Land Charges Register in England and Wales (if applicable) and the payment of associated fees and (iii) in respect of any U.K. Collateral where the Collateral Agent has, at the relevant time, not required that certain perfection requirements under English law (including the service of notice of the Lien on a counterparty to a contract or otherwise) be carried out in respect of that U.K. Collateral, when such perfection requirements have been completed, 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 relevant Loan Parties in such Collateral and the proceeds thereof, as security for the Obligations to the extent perfection can be obtained by such filings, notices or other actions, in each case prior and superior in right to any other person (except Permitted Liens). In the case of any Security Document that purports to create a Lien entered into by a Loan Party pursuant to a German Account Pledge Agreement have been notified to the account holding bank in relation to the pledge over the rights and claims in relation to the bank account, the Collateral Agent (for the benefit of the Secured Parties) shall have a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral and the proceeds thereof, as security for the Obligations, in which a security interest may be perfected 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 Obligations to the UCC extent perfection can be obtained by such filings, notices or upon the receipt and recording of an Intellectual Property Security Agreement with the USCRO or the USPTO, as applicableother actions, in each case, case prior and superior in right to any other Person person (except, except Permitted Liens). (b) When the U.S. Collateral Agreement or a summary thereof is properly filed in the case of Collateral other than Pledged Stock, Liens permitted by Section 7.2 or in United States Patent and Trademark Office and the case of Collateral that is Pledged Stock, Liens permitted by Section 7.2 which arise by operation of law). Each of the Mortgages delivered after the Closing Date will be, upon execution, effective to create in favor of the Lender a legal, valid and enforceable Lien on the Mortgaged Properties described therein and proceeds thereofUnited States Copyright Office, and when the Mortgages are Canadian Collateral Agreement or a summary thereof is properly filed in the offices Canadian Intellectual Property Office, and, with respect to Collateral in which a security interest cannot be perfected by such filings, upon the proper filing of the financing statements referred to in paragraph (a) above, the Collateral Agent (for the applicable jurisdictions in which benefit of the Mortgaged Properties are located, each such Mortgage Secured Parties) shall constitute have a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties thereunder in the Mortgaged Properties all U.S. and the proceeds thereof, as security for the Obligations (as defined in the relevant Mortgage)Canadian Intellectual Property, in each case, case prior and superior in right to any other Person person (subject it being understood that subsequent recordings in the United States Patent and Trademark Office, the United States Copyright Office and the Canadian Intellectual Property Office may be necessary to Liens permitted perfect or better evidence a Lien in registered trademarks and patents, trademark and patent applications, industrial design registrations and applications and registered copyrights acquired by Section 7.2the grantors after the Closing Date) (except Permitted Liens). (c) [reserved]. (d) [reserved]. (e) Notwithstanding anything herein (including this Section 3.17) or in any other Loan Document to the contrary, other than to the extent set forth in the applicable Canadian Security Documents, U.K. Security Documents, and German Collateral Agreements, no 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 that is not a Loan Party, or as to the rights and remedies of the Agents or any Lender with respect thereto, under foreign law (other than the laws of Canada or any province thereof, England & Wales or Germany).

Security Documents. Subject to the time periods set forth in Schedule 5.2, the Guarantee and Collateral (a) The Security Agreement is effective to create creates in favor of the Lender a legal, valid valid, continuing and enforceable security interest in the Collateral described therein and proceeds thereofCollateral, except as the enforceability may be limited by of which is subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting the enforcement of creditors’ rights generally or by and subject to general equitable principles (of equity, regardless of whether enforcement is sought by proceedings considered in a proceeding in equity or at law). In the case of the Pledged Stock described in the Guarantee and Collateral 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 or the corresponding code or statute of any other applicable jurisdiction (“Certificated Securities”)The financing statements, when certificates representing such Pledged Stock are delivered to the Lender, and in the case of the other Collateral constituting personal property described in the Guarantee and Collateral Agreement, when financing statements releases and other filings specified on Schedule 4.19 are in appropriate form are and have been or will be filed as specified in the offices specified on Schedule 4.19Security Agreement. Upon such filings and/or the obtaining of “control” (as defined in the Uniform Commercial Code), the Lender shall will have a fully perfected Lien on, and security interest in, to and under all right, title and interest of the Loan Parties grantors thereunder in such all Collateral and the proceeds thereof, as security for the Obligations, in which a security interest that may be perfected by filing, recording or registering a financing statement or analogous document (including without limitation the proceeds of such Collateral subject to the limitations relating to such proceeds in the United States Uniform Commercial Code) or by obtaining control, under the Uniform Commercial Code (or any political subdivision thereofin effect on the date this representation is made) and its territories and possessions pursuant to the UCC or upon the receipt and recording of an Intellectual Property Security Agreement with the USCRO or the USPTO, as applicable, in each case, case prior and superior in right to any other Person Person, except for Permitted Liens. (exceptb) Upon the execution and delivery thereof, in the case of Collateral other than Pledged Stock, Liens permitted by Section 7.2 or in the case of Collateral that is Pledged Stock, Liens permitted by Section 7.2 which arise by operation of law). Each of the Mortgages delivered after the Closing Date Mortgage will be, upon execution, effective to create in favor of the Lender Lender, a legal, valid valid, continuing and enforceable Lien on the Mortgaged Properties described therein and proceeds thereof, and when the Mortgages are filed in the offices for Property, the enforceability of which is subject to applicable jurisdictions bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in which a proceeding in equity or at law. Upon the Mortgaged Properties are locatedfiling or recording of the Mortgage with the appropriate Governmental Authorities, each such Mortgage shall constitute the Lender will have a fully perfected Lien on, and security interest in, to and under all right, title and interest of the Loan Parties grantor thereunder in the Mortgaged Properties and all Property that may be perfected by such filing (including without limitation the proceeds thereof, as security for the Obligations (as defined in the relevant Mortgageof such Property), in each case, case that is prior and superior in right to any other Person (subject to Liens permitted by Section 7.2)Person, except for Permitted Liens.

Security Documents. Subject to the time periods set forth in Schedule 5.2, the Guarantee and Collateral (a) The Security Agreement is effective to create creates in favor of the Lender Agent, for the benefit of the Secured Parties referred to therein, a legal, valid valid, continuing and enforceable security interest in the Collateral described therein and proceeds thereof(as defined in the Security Agreement), except as the enforceability may be limited by of which is subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting the enforcement of creditors’ rights generally or by and subject to general equitable principles (of equity, regardless of whether enforcement is sought by proceedings considered in a proceeding in equity or at law). In The financing statements, releases and other filings are in appropriate form and have been or will be filed in the case offices specified in Schedule II of the Pledged Stock 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, subject in priority to Permitted Encumbrances having priority by operation of Law and Liens described in the Guarantee clauses (h) , (p), and Collateral Agreement that are securities represented by stock certificates or otherwise constituting certificated securities within the meaning of Section 8-102(a)(15(q) of the UCC or the corresponding code or statute definition of any other applicable jurisdiction (“Certificated Securities”), when certificates representing such Pledged Stock are delivered Permitted Encumbrances but solely to the Lender, and extent described therein. (b) When the Security Agreement (or a short form thereof) is filed in the case of United States Copyright Office and/or the other Collateral constituting personal property described in the Guarantee United Stated Patent and Collateral Agreement, Trademark Office and when financing statements statements, releases and other filings specified on Schedule 4.19 in appropriate form are filed in the offices specified on Schedule 4.19II of the Security Agreement, the Lender Agent shall have a fully perfected Lien on, and security interest in, all right, title and interest of the applicable Loan Parties in such copyrights and related assets constituting Intellectual Property Collateral and (as defined in the proceeds thereof, as security for the Obligations, Security Agreement) 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 (or any political subdivision thereof) Copyright Office and/or the United Stated Patent and its territories and possessions pursuant to the UCC or upon the receipt and recording of an Intellectual Property Security Agreement with the USCRO or the USPTOTrademark Office, as applicable, in each case, case prior and superior in right to any other Person (except, it being understood that subsequent recordings in the case of Collateral other than Pledged Stock, Liens permitted United States Copyright Office and/or the United Stated Patent and Trademark Office may be necessary to perfect a Lien on copyrights and/or trademarks acquired by Section 7.2 or in the case of Collateral that is Pledged Stock, Liens permitted by Section 7.2 which arise by operation of law). Each of the Mortgages delivered Loan Parties after the Closing Date will be, upon execution, effective to create in favor of the Lender a legal, valid and enforceable Lien on the Mortgaged Properties described therein and proceeds thereof, and when the Mortgages are filed in the offices for the applicable jurisdictions in which the Mortgaged Properties are located, each such Mortgage shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in the Mortgaged Properties and the proceeds thereof, as security for the Obligations (as defined in the relevant Mortgage), in each case, prior and superior in right to any other Person (subject to Liens permitted by Section 7.2Date).

Security Documents. Subject to the time periods set forth in Schedule 5.2, the (a) The Guarantee and Collateral Agreement is effective to create in favor of the Lender Administrative Agent, for the benefit of the Secured Parties, a legal, valid and enforceable security interest in the Collateral described therein and proceeds thereof, except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting the enforcement of creditors’ rights generally or by general equitable principles (whether enforcement is sought by proceedings in equity or at law). In the case of the Pledged Stock described in the The Guarantee and Collateral 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 or the corresponding code or statute of any other applicable jurisdiction (“Certificated Securities”), when certificates representing such Pledged Stock are delivered to the Lender, and in the case of the other Collateral constituting personal property described in the Guarantee and Collateral Agreement, when financing statements and other filings specified on Schedule 4.19 in appropriate form are filed in the offices specified on Schedule 4.19, the Lender shall have constitutes a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such the Collateral and the proceeds thereof, as security for the Obligations, in which a security interest may be perfected by filing, recording or registering a financing statement or analogous document Obligations (as defined in the United States (or any political subdivision thereof) Guarantee and its territories and possessions pursuant to the UCC or upon the receipt and recording of an Intellectual Property Security Agreement with the USCRO or the USPTO, as applicableCollateral Agreement), in each case, case prior and superior in right to any other Person (exceptPerson, except in the case of Collateral other than Pledged Stock, Stock (x) Liens permitted by Section 7.2 or in 7.3 and (y) as otherwise expressly permitted by Section 4.3 of the case of Guarantee and Collateral Agreement. Schedule 4.19 (a) 2 lists each UCC Financing Statement that is Pledged Stock, (i) names any Loan Party as debtor and (ii) will remain on file after the Closing Date with respect to Liens permitted by Section 7.2 7.3 which arise do not secure the Obligations. Schedule 4.19 (a) 3 lists each UCC Financing Statement that (i) names any Loan Party as debtor and (ii) will be terminated on or prior to the Closing Date (including each such UCC Financing Statement with respect to the Existing Credit Facilities); and on or prior to the Closing Date, the Borrower will have delivered to the Administrative Agent, or caused to be filed, duly completed UCC termination statements, authorized or authenticated by operation the relevant secured party, in respect of law). each such UCC Financing Statement listed in Schedule 4.19 (a) 3. (b) Each of the Mortgages executed and delivered after the Closing Date will bepursuant to Section 6.10 (b) shall, upon executionsuch execution and delivery, be effective to create in favor of the Lender Administrative Agent, for the benefit of the Secured Parties, a legal, valid and enforceable Lien on the Mortgaged Properties described therein and proceeds thereof, ; and when the Mortgages are filed in the offices for recording office designated by the applicable jurisdictions in which the Mortgaged Properties are locatedBorrower, each such Mortgage shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in the Mortgaged Properties described therein and the proceeds thereof, as security for the Obligations (as defined in the relevant Mortgage), in each case, case prior and superior in right to any other Person (subject to other than Persons holding Liens or other encumbrances or rights permitted by Section 7.2the relevant Mortgage).

Security Documents. Subject to the time periods set forth in Schedule 5.2, the Guarantee and Collateral (a) The Pledge Agreement is effective to create creates in favor of the Lender Collateral Agent, for the benefit of the Secured Parties referred to therein, a legal, valid valid, continuing and enforceable security interest in the Collateral described therein and proceeds thereof(as defined in the Pledge Agreement), except as the enforceability may be limited by of which is subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting the enforcement of creditors’ ' rights generally or by and subject to general equitable principles (of equity, regardless of whether enforcement is sought by proceedings considered in a proceeding in equity or at law). In the case of , and the Pledged Stock described Securities (as defined in the Guarantee and Collateral Agreement that are securities represented by stock certificates or otherwise constituting certificated securities within the meaning of Section 8-102(a)(15Pledge Agreement) of the UCC or the corresponding code or statute of any other applicable jurisdiction (“Certificated Securities”), when certificates representing such Pledged Stock are have been delivered to the LenderCollateral Agent (together with stock powers or other appropriate instruments of transfer executed in blank form). The Collateral Agent has a fully perfected first priority Lien on, and security interest in, to and under all right, title and interest of each pledgor thereunder in such Collateral, and such security interest is in each case prior and superior in right and interest to any other Person. (b) The Security Agreement creates in favor of the Collateral Agent, for the benefit of the Secured Parties referred to therein, a legal, valid, continuing and enforceable security interest in the case of the other Collateral constituting personal property described (as defined in the Guarantee Security Agreement), the enforceability of which is subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors' rights generally and Collateral Agreementsubject to general principles of equity, when regardless of whether considered in a proceeding in equity or at law. The financing statements statements, releases and other filings specified set forth on Schedule 4.19 3.15(b) are in appropriate form are and have been or will be filed in the offices specified on Schedule 4.19, in the Lender shall Perfection Certificate. Upon such filings and/or the obtaining of "control," the Collateral Agent will have a fully perfected Lien on, and security interest in, to and under all right, title and interest of the Loan Parties grantors thereunder in such all Collateral and the proceeds thereof, as security for the Obligations, in which a security interest that may be perfected by filing, recording or registering a financing statement or analogous document (including without limitation the proceeds of such Collateral subject to the limitations relating to such proceeds in the United States (UCC) or any political subdivision thereof) and its territories and possessions pursuant to by obtaining control, under the UCC or upon (in effect on the receipt and recording of an Intellectual Property Security Agreement with the USCRO or the USPTO, as applicable, date this representation is made) in each case, case prior and superior in right to any other Person (except, in the case of Collateral other than Pledged Stock, with respect to Liens expressly permitted by Section 7.2 or 6.02 hereof. (c) When the Security Agreement is filed in the case of Collateral that is Pledged Stock, Liens permitted by Section 7.2 which arise by operation of law). Each of United States Patent and Trademark Office and the Mortgages delivered after the Closing Date will be, upon execution, effective to create in favor of the Lender a legal, valid and enforceable Lien on the Mortgaged Properties described therein and proceeds thereof, United States Copyright Office and when the Mortgages financing statements, releases and other filings set forth on Schedule 3.15(c) in appropriate form are filed in the offices for specified on the applicable jurisdictions in which Perfection Certificate, the Mortgaged Properties are located, each such Mortgage Security Agreement shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the applicable Loan Parties in the Mortgaged Properties and the proceeds thereof, as security for the Obligations Intellectual Property (as defined in the relevant Mortgage)Security Agreement) 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, case prior and superior in right to any other Person (subject other than with respect to Liens expressly permitted by Section 7.26.02 hereof (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 Loan Parties after the date hereof). (d) The Mortgages create in favor of the Collateral Agent, for the benefit of the Secured Parties referred to therein (other than those on the Principal Properties which secure obligations due to on account of the Term Lenders and the Collateral Agent with respect to the Term Loan only), a legal, valid, continuing and enforceable Lien 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 of the Mortgages with the appropriate Governmental Authorties, the Collateral 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 Mortgaged Property that may be perfected by such filing (including without limitation the proceeds of such Mortgaged Property, in each case prior and superior in right to any other Person other than with respect to Liens expressly permitted by Section 6.02 hereof or other Liens reasonably acceptable to the Collateral Agent.

Security Documents. Subject (a) Each Vessel Mortgage in favor of the Collateral Agent executed and delivered on the Closing Date for the benefit of the Secured Parties, is effective to create a legal, valid and enforceable Lien on all the applicable Subsidiary Borrower’s right, title and interest in and to the time periods set forth whole of the Mortgaged Vessel covered thereby and the proceeds thereof, and when the Vessel Mortgages are registered in Schedule 5.2accordance with the laws of (i) with respect to each of the Vessel Mortgage encumbering the SEVEN SEAS MARINER and the Vessel Mortgage encumbering the SEVEN SEAS VOYAGER, the Guarantee Bahamas or (ii) with respect to the Vessel Mortgage encumbering the SEVEN SEAS NAVIGATOR, Bermuda, each Vessel Mortgage shall constitute (x) a first priority “statutory mortgage” on the Mortgaged Vessels covered thereby in favor of the Collateral Agent for the ratable benefit of the Secured Parties in accordance with (A) in respect of the SEVEN SEAS MARINER and Collateral Agreement the SEVEN SEAS VOYAGER, the Merchant Shipping Act, Chapter 268 of the Statute Laws of The Bahamas and (B) in respect of the SEVEN SEAS NAVIGATOR, the Merchant Shipping Act 2002 of Bermuda and (y) shall be entitled to preferred status as a foreign mortgage pursuant to Title ▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ Code, Section 31301(6)(B). (b) Each other Security Document specifically listed in the definition of such term is effective to create in favor of the Lender Collateral Agent (for the benefit of the Secured Parties) a legal, valid and enforceable security interest in the Collateral described therein and proceeds thereof, except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting the enforcement of creditors’ rights generally or by general equitable principles (whether enforcement is sought by proceedings in equity or at law). In the case of the any Pledged Stock described in the Guarantee and Collateral 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 or the corresponding code or statute of any other applicable jurisdiction (“Certificated Securities”)Collateral, when certificates representing such Pledged Stock Collateral are delivered to the LenderCollateral Agent, and and, in the case of the other Collateral constituting personal property described in the Guarantee and Collateral Agreementsuch Security Documents, when financing statements and statements, other filings specified on Schedule 4.19 in appropriate form or instruments, notices and consents required under the laws of any applicable jurisdiction are filed filed, delivered or otherwise registered or recorded in the offices specified on Schedule 4.19proper offices, registries or government agencies (and, specifically (i) in the case of Collateral consisting of rights under insurances, when the applicable underwriters shall have provided consent to the security interests therein created under the Security Documents, and (ii) in the case of Collateral consisting of rights under any management agreement or charter, when the applicable parties thereto have provided consent to the Liens thereon created under the applicable Security Documents), the Lender Collateral Agent (for the benefit of the Secured Parties) shall have a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral and the proceeds thereof, as security for the Obligations, in which a security interest may be perfected 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 Obligations to the UCC or upon the receipt extent perfection can be obtained by filing financing statements and recording of an Intellectual Property Security Agreement with the USCRO or the USPTO, as applicableother filings and instruments under applicable law, in each case, case prior and superior in right to any other Person person (except, in the case of Collateral other than Pledged StockCollateral, Permitted Liens permitted by Section 7.2 or in the case of Collateral that is Pledged Stock, and Liens permitted by Section 7.2 which arise having priority by operation of law). Each , other than with respect to the rights of the Mortgages delivered after the Closing Date will be, upon execution, effective to create in favor of the Lender a legal, valid and enforceable Lien on the Mortgaged Properties described therein and proceeds thereof, and when the Mortgages are filed in the offices for the applicable jurisdictions in which the Mortgaged Properties are located, each such Mortgage shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in the Mortgaged Properties and the proceeds thereof, as security for the Obligations (as defined in the relevant Mortgage), in each case, prior and superior in right to any other Person (subject persons pursuant to Liens permitted by Section 7.2)6.02.

Security Documents. Subject to the time periods set forth in Schedule 5.2, the Guarantee and Collateral (a) The Security Agreement is effective to create creates in favor of the Lender Collateral Agent, for the benefit of the Credit Parties referred to therein, a legal, valid valid, and enforceable security interest in the Collateral described therein and proceeds thereof(as defined in the Security Agreement), except as the enforceability may be limited by of which is subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting the enforcement of creditors’ rights generally or by and subject to general equitable principles (of equity, regardless of whether enforcement is sought by proceedings considered in a proceeding in equity or at law). In Upon the case filing of UCC financing statements in proper form, and delivery to the Collateral Agent of all possessory collateral required to be delivered by the Security Agreement, the Collateral Agent for the benefit of the Pledged Stock described Credit Parties, 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 by obtaining control or possession, in each case prior and superior in right to any other Person to the extent required by the Loan Documents, subject to Permitted Encumbrances having priority under applicable Law. (b) When the Security Agreement (or a short form thereof) in proper form is filed in the Guarantee United States Patent and Collateral Agreement that are securities represented by stock certificates or otherwise constituting certificated securities within Trademark Office and the meaning of Section 8-102(a)(15) of the UCC or the corresponding code or statute of any other applicable jurisdiction (“Certificated Securities”), when certificates representing such Pledged Stock are delivered to the Lender, United States Copyright Office and in the case of the other Collateral constituting personal property described in the Guarantee and Collateral Agreement, when financing statements statements, releases and other filings specified on Schedule 4.19 in appropriate form are filed in the offices specified on Schedule 4.19of the Secretary of State (or equivalent entity) of the respective jurisdictions of organization of each of the Loan Parties, the Lender Collateral Agent shall have a fully perfected Lien on, and security interest in, all right, title and interest of the applicable Loan Parties in such the Intellectual Property Collateral and (as defined in the proceeds thereof, as security for the Obligations, Security Agreement) 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 (or any political subdivision thereof) Patent and its territories and possessions pursuant to the UCC or upon the receipt and recording of an Intellectual Property Security Agreement with the USCRO Trademark Office or the USPTOUnited States Copyright Office, as applicable, in each case, case prior and superior in right to any other Person to the extent required by the Loan Documents, subject to Permitted Encumbrances having priority under applicable Law (except, it being understood that subsequent recordings in the case 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 Loan Parties after the Effective Date). (c) Schedule 5.18 attached hereto contains a complete and accurate list in all material respects as of Collateral other than Pledged Stockthe Effective Date of all Material Real Estate, Liens permitted by Section 7.2 or if any, as of such date. Upon recordation in the case of Collateral that is Pledged Stock, Liens permitted by Section 7.2 which arise by operation of law). Each proper recording offices of the Mortgages delivered after mortgages, if and when applicable, the Closing Date will be, upon execution, effective mortgages shall each constitute a perfected first priority Lien (subject to create in favor the terms of the Lender a legal, valid Intercreditor Agreement and enforceable Lien on other Permitted Encumbrances permitted to be senior to the Mortgaged Properties described therein and proceeds thereof, and when Liens securing the Mortgages are filed in the offices for the applicable jurisdictions in which the Mortgaged Properties are located, each such Mortgage shall constitute a fully perfected Lien Obligations) on, and security interest in, all right, title and interest of the Loan Parties Parent and its Restricted Subsidiaries in the Mortgaged Properties and the proceeds thereofCollateral described therein, as security for the Obligations (as defined in the relevant Mortgage), in each case, prior and superior in right to any other Person (subject only to Liens permitted by Section 7.2)7.01.

Security Documents. Subject to the time periods set forth in Schedule 5.2, the (a) The Guarantee and Collateral Agreement is effective to create in favor of the Lender Administrative Agent, for the benefit of the Secured Parties, a legal, valid and enforceable security interest in the Collateral described therein and proceeds thereof, except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting the enforcement of creditors’ rights generally or by general equitable principles (whether enforcement is sought by proceedings in equity or at law). In the case of the Pledged Stock as defined and described in the Guarantee and Collateral 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 or the corresponding code or statute of any other applicable jurisdiction (“Certificated Securities”), when certificates representing such Pledged Stock are delivered to the LenderAdministrative Agent, and in the case of the other Collateral constituting personal property described in the Guarantee and Collateral Agreement, when financing statements and other filings specified on Schedule 4.19 3.19 (a) in appropriate form are filed in the offices specified on Schedule 4.193.19(a), the Lender Administrative Agent, for the benefit of the Secured Parties, shall have a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral and the proceeds thereofthereof to the extent a security interest in such Collateral can be created under the UCC, as security for the Obligations, in which a security interest may be perfected 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 Obligations to the UCC extent perfection in such Collateral can be obtained by filing Uniform Commercial Code financing statements or upon the receipt and recording of an Intellectual Property Security Agreement with the USCRO or the USPTO, as applicablepossession, in each case, case prior and superior in right to any other Person (except, in the case of Collateral other than Pledged Stock, Liens permitted by Section 7.2 or in 6.3). As of the case Closing Date, none of Collateral the Capital Stock of any Group Member that is Pledged Stock, Liens permitted by Section 7.2 which arise by operation of law). a limited liability company or partnership has any Capital Stock that is a Certificated Security. (b) Each of the Mortgages delivered after the Closing Date will be, upon execution, effective to create in favor of the Lender Administrative Agent, for the benefit of the Secured Parties, a legal, valid and enforceable Lien on the Mortgaged Properties described therein and proceeds thereof, and when the Mortgages are filed in the offices for the applicable jurisdictions in which the Mortgaged Properties are located, each such Mortgage shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in the Mortgaged Properties and the proceeds thereof, as security for the Obligations (as defined in the relevant Mortgage), in each case, case prior and superior in right to any other Person (subject to Liens expressly permitted by Section 7.26.3 or the Mortgage).

Security Documents. Subject (a) When executed and delivered, theThe U.S. Pledge Agreement will beis (subject to (i) the time periods set forth Legal Reservations and (ii) in Schedule 5.2the case of any UK Credit Party, the Guarantee and Collateral Agreement is UK Registration Requirements) effective to create in favor of the Lender a legalCollateral Agent for the benefit of the Secured Creditors, legal and valid and enforceable security interest interests in the Collateral described therein and proceeds thereof, except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting the enforcement of creditors’ rights generally or by general equitable principles (whether enforcement is sought by proceedings in equity or at law). In the case of the Pledged Stock Securities to the extent represented by certificated securities (the “Certificated Pledged Stock”) described in the Guarantee and Collateral 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 or the corresponding code or statute of any other applicable jurisdiction (“Certificated Securities”)U.S. Pledge Agreement, when certificates representing such Certificated Pledged Stock are delivered to the LenderCollateral Agent, and in the case of the other Collateral constituting personal property described in the Guarantee and Collateral U.S. Pledge Agreement, when financing statements and other filings specified on Schedule 4.19 in appropriate form are filed in the offices specified on Schedule 4.19appropriate offices, the Lender security interest created by the Pledge Agreement shall have constitute a fully perfected Lien (subject to the Legal Reservations and, in the case of any UK Credit Party, the UK Registration Requirements and, to the extent such Lien can be perfected by filing, recording, registration under the UCC or, with respect to the Certificated Pledged Stock, possession) on, and security interest in, all right, title and interest of the Loan Parties Pledgors in such Collateral and the proceeds thereof, as security for the Obligations, in which a security interest may be perfected by filing, recording or registering a financing statement or analogous document Obligations (as defined in the United States (or any political subdivision thereof) and its territories and possessions pursuant to the UCC or upon the receipt and recording of an Intellectual Property Security Agreement with the USCRO or the USPTO, as applicableU.S. Pledge Agreement), in each case, case prior and superior in right to any other Person (except, in the case of Collateral other than Certificated Pledged Stock, Liens permitted by Section 7.2 or 8.1, and only to the extent that priority can be obtained by filing under the UCC). (b) In the case of the Pledged Securities described in any Other Pledge Agreement, subject to (i) the Legal Reservations and (ii) in the case of any UK Credit Party, the UK Registration Requirements, when stock certificates (if such Pledged Securities are certificated) are delivered to the Collateral that is Pledged StockAgent or the UK Security Trustee (to the extent not previously delivered) and all other conditions required in such Other Pledge Agreement are satisfied, Liens permitted by Section 7.2 which arise by operation such Other Pledge Agreement and, where applicable, any signed statement of law). Each of the Mortgages delivered after the Closing Date will be, upon execution, effective to create in favor of the Lender a legal, valid and enforceable Lien on the Mortgaged Properties described therein and proceeds thereof, and when the Mortgages are filed in the offices for the applicable jurisdictions in which the Mortgaged Properties are located, each such Mortgage pledge shall constitute a fully perfected (to the extent such concept exists in the relevant jurisdiction) Lien on, and security interest in, all right, title and interest of the Loan Parties in the Mortgaged Properties and the proceeds thereof, Pledgor of such Pledged Securities as security for the Obligations (as defined obligations described in the relevant Mortgage)such Other Pledge Agreement, in each case, case prior and superior in right to any other Person (subject to except Liens permitted by Section 7.2)8.1.

Security Documents. Subject The due and punctual payment of the principal of, premium (if any) and interest on the Notes when and as the same shall be due and payable, whether on an Interest Payment Date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of, premium (if any) and interest on the Notes and performance of all other Obligations of the Co-Issuers and the Guarantors to the time periods set forth in Schedule 5.2Holders, the Guarantee Trustee or the Notes Collateral Agent under this Indenture, the Notes, the Note Guarantees, and Collateral Agreement is effective the Security Documents, according to create the terms hereunder or thereunder, shall be secured as provided in favor the Security Documents (upon the entry into such documents), which define the terms of the Lender Liens that secure Notes Obligations, subject to the terms of the Security Documents. The Trustee, the Co-Issuers and the Guarantors hereby acknowledge and agree that the Notes Collateral Agent holds the Collateral in trust for the benefit of the Holders, the Trustee and the Notes Collateral Agent and pursuant to the terms of the Security Documents. Each Holder, by accepting a legalNote, valid consents and enforceable agrees to the terms of the Security Documents (including the provisions providing for the possession, use, release and foreclosure of Collateral), each as may be in effect or may be amended from time to time in accordance with their terms and this Indenture, and authorizes and directs the Notes Collateral Agent to (i) enter into the Security Documents prior to, on or following the Issue Date, including (a) on the Issue Date, the Joinder to that certain First Lien Intercreditor Agreement, dated April 20, 2020, among Six Flags, SFTP, the other grantors party thereto, ▇▇▇▇▇ Fargo Bank, National Association, and U.S. Bank Trust Company, National Association, (b) following the consummation of the Merger, a new intercreditor agreement (as may be amended, restated, amended and restated, or replaced by any successor agreement thereto, the “Successor Intercreditor Agreement”) which will succeed the First Lien Intercreditor Agreement in effect on the Issue Date and will establish, on terms substantially similar to the First Lien Intercreditor Agreement in effect on the Issue Date, the relative priority of the Liens securing the Notes, any outstanding Six 2025 Notes and First Lien Debt under the HoldCo Credit Agreement in, and certain other rights with respect to, the Shared Collateral, and covering certain other matters relating to the administration of security interest interests, and (c) following the consummation of the Merger, an amendment and restatement of the Security Agreement in the form attached as Annex III thereto and (ii) to perform its obligations and exercise its rights thereunder in accordance therewith. On or following the Issue Date and subject to the First Lien Intercreditor Agreement then in effect, the Co-Issuers and the Guarantors shall execute any and all further documents, financing statements, agreements and instruments, and take all further actions (including the filing and recording of financing statements, fixture filings, mortgages, deeds of trust and other documents) that may be required under applicable law and that the Trustee or the Notes Collateral Agent may reasonably request, in order to grant, preserve, maintain, protect and perfect (or continue the perfection of) the validity and priority of the security interests created or intended to be created by the Security Documents in the Collateral, all at the expense of the Co-Issuers and the Guarantors; provided that for so long as there are outstanding any Credit Agreement Obligations, no actions shall be required to be taken with respect to the perfection of the security interests in the Collateral described therein to the extent such actions are not required to be taken with respect to the Six Credit Agreement (or, after the consummation of the Merger, the HoldCo Credit Agreement). The Collateral will also secure the Co-Issuers’ and the Guarantors’ obligations under or in connection with the Six Credit Agreement (or, after the consummation of the Merger, the HoldCo Credit Agreement), including, without limitation, the Specified Hedge Agreements and Specified Cash Management Agreements (as each such term is defined in (or substantively equivalent terms are defined in) the Six Credit Agreement (or, after the consummation of the Merger, the HoldCo Credit Agreement)) (or, once the Six Credit Agreement and HoldCo Credit Agreement cease to exist, any Credit Facility); provided that an authorized representative of the holders of such Indebtedness under the Six Credit Agreement (or, after the consummation of the Merger, the HoldCo Credit Agreement) or the Credit Facility shall have executed (or otherwise be subject to) the First Lien Intercreditor Agreement or a joinder thereto (to the extent required by the terms of the Six Credit Agreement (or, after the consummation of the Merger, the HoldCo Credit Agreement) or, if the Six Credit Agreement and the HoldCo Credit Agreement cease to exist, the Credit Facility). The proceeds thereofof any collection, except as enforceability may be limited by sale, disposition or other realization of Collateral received in connection with the exercise of remedies (including distributions of cash, securities or other property on account of the value of the Collateral in a bankruptcy, insolvency, reorganizationreorganization or similar proceedings) will be applied in accordance with the First Lien Intercreditor Agreement. Notwithstanding anything to the contrary, moratorium or other similar laws relating (i) the Liens and security interests granted to or affecting the enforcement of creditors’ Notes Collateral Agent pursuant to the Security Documents and all rights generally or by general equitable principles (whether enforcement is sought by proceedings in equity or at law). In the case and obligations of the Pledged Stock described in Trustee and the Guarantee Notes Collateral Agent hereunder are expressly subject to the First Lien Intercreditor Agreement and Collateral Agreement that are securities represented (ii) the exercise of any right or remedy by stock certificates or otherwise constituting certificated securities within the meaning Trustee hereunder is subject to the limitation and provisions of Section 8-102(a)(15the First Lien Intercreditor Agreement. Without limiting any of the rights and protections (including indemnities) of the UCC Trustee or the corresponding code or statute of any other applicable jurisdiction (“Certificated Securities”), when certificates representing such Pledged Stock are delivered to the Lender, and in the case of the other Notes Collateral constituting personal property described in the Guarantee and Collateral Agreement, when financing statements and other filings specified on Schedule 4.19 in appropriate form are filed in the offices specified on Schedule 4.19, the Lender shall have a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral and the proceeds thereof, as security for the Obligations, in which a security interest may be perfected 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 UCC or upon the receipt and recording of an Intellectual Property Security Agreement with the USCRO or the USPTO, as applicable, in each case, prior and superior in right to any other Person (exceptAgent hereunder, in the case event of Collateral other than Pledged Stockany conflict or inconsistency between the terms of the First Lien Intercreditor Agreement and the terms of this Indenture, Liens permitted by Section 7.2 or in the case terms of Collateral that is Pledged Stock, Liens permitted by Section 7.2 which arise by operation of law)the First Lien Intercreditor Agreement shall govern. Each Holder, by accepting a Note, agrees that the Liens on the Collateral are subject to the terms of the Mortgages delivered after First Lien Intercreditor Agreement and that the Closing Date will be, upon execution, effective to create in favor Holders shall comply with the provisions of the Lender a legal, valid and enforceable First Lien on Intercreditor Agreement applicable to them in their capacities as such to the Mortgaged Properties described therein and proceeds thereof, and when same extent as if the Mortgages are filed in the offices for the applicable jurisdictions in which the Mortgaged Properties are located, each such Mortgage shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in the Mortgaged Properties and the proceeds thereof, as security for the Obligations (as defined in the relevant Mortgage), in each case, prior and superior in right to any other Person (subject to Liens permitted by Section 7.2)Holders were parties thereto.

Security Documents. Subject to (a) This Agreement and the time periods set forth in Schedule 5.2, the Guarantee and Collateral Agreement is effective to other Security Documents create in favor of Agent, for the Lender benefit of the Secured Parties referred to therein, a legal, valid valid, continuing and enforceable security interest in the Collateral described therein and proceeds thereofCollateral, except as the enforceability may be limited by of which is subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting the enforcement of creditors’ rights generally or by and subject to general equitable principles (of equity, regardless of whether enforcement is sought by proceedings considered in a proceeding in equity or at law). In the case of the Pledged Stock described in the Guarantee and Collateral 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 or the corresponding code or statute of any other applicable jurisdiction (“Certificated Securities”)The financing statements, when certificates representing such Pledged Stock are delivered to the Lender, and in the case of the other Collateral constituting personal property described in the Guarantee and Collateral Agreement, when financing statements releases and other filings are in appropriate form and the offices specified in the legal opinion referred to in Section 6.1(h) are the appropriate offices to file such items. Upon such filings and/or the obtaining of “control,” (as defined in the UCC) 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 by filing, recording or registering a financing statement or analogous document (including without limitation the proceeds of such Collateral subject to the limitations relating to such proceeds in the UCC) or by obtaining control, under the UCC (in effect on Schedule 4.19 the date this representation is made) in each case prior and superior in right to any other Person. The certificated Equity Interests constituting Collateral have been delivered to Agent (together with stock powers or other appropriate instruments of transfer executed in blank form), and Agent has a fully perfected first priority Lien on, and security interest in, to and under all right, title and interest of each pledgor thereunder in such Collateral, and such security interest is in each case prior and superior in right and interest to any other Person. (b) When the applicable Security Document (or a short form thereof) is filed in the United States Patent and Trademark Office and the United States Copyright Office and when financing statements, releases and other filings in appropriate form are filed in the offices specified on Schedule 4.19in the legal opinion referred to in Section 6.1(h), the Lender Agent shall have a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties applicable obligors in such Collateral and the proceeds thereof, as security for the Obligations, 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 (or any political subdivision thereof) Patent and its territories and possessions pursuant to the UCC or upon the receipt and recording of an Intellectual Property Security Agreement with the USCRO Trademark Office or the USPTOUnited States Copyright Office, as applicable, in each case, case prior and superior in right to any other Person (except, it being understood that subsequent recordings in the case of Collateral other than Pledged StockUnited States Patent and Trademark Office and the United States Copyright Office may be necessary to perfect a Lien on registered trademarks, Liens permitted trademark applications and copyrights acquired by Section 7.2 or in the case of Collateral that is Pledged Stock, Liens permitted by Section 7.2 which arise by operation of law). Each of the Mortgages delivered Obligors after the Original Closing Date will be, upon execution, effective to create in favor of the Lender a legal, valid and enforceable Lien on the Mortgaged Properties described therein and proceeds thereof, and when the Mortgages are filed in the offices for the applicable jurisdictions in which the Mortgaged Properties are located, each such Mortgage shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in the Mortgaged Properties and the proceeds thereof, as security for the Obligations (as defined in the relevant Mortgage), in each case, prior and superior in right to any other Person (subject to Liens permitted by Section 7.2Date).

Security Documents. Subject to the time periods set forth in Schedule 5.2, the Guarantee (a) The Security Agreement and Collateral Agreement each Mortgage is effective to create in favor of the Lender Collateral Trustee, for the benefit of the Secured Parties, a legal, valid and enforceable security interest in the Collateral described therein and proceeds thereoftherein; provided that the foregoing representation shall not be deemed to have been incorrect if (i) such Security Documents are not effective with respect to Collateral having an aggregate Net Book Value of less than $250,000,000, except as enforceability may be limited by bankruptcy(ii) with respect to any Mortgaged Property, insolvencysuch failure is cured no later than 180 days from the Closing Date or (iii) at any time after the Closing Date, reorganization, moratorium or other similar laws relating the Borrowing Base Coverage Ratio is at least 1.25 to or affecting 1.00 (calculated on a pro forma basis assuming such Collateral for which the enforcement of creditors’ rights generally or by general equitable principles Security Documents are not so effective is excluded from the Borrowing Base). (whether enforcement is sought by proceedings in equity or at law). In the case b) As of the Pledged Stock described Closing Date, the UCC financing statements listed in Schedule 5.1(h), and the recordation of the Mortgages in the Guarantee recording offices listed in Schedule 1.1E, are all the filings, recordings and Collateral Agreement registrations (other than filings required to be made in the United States Patent and Trademark Office) that are securities represented by stock certificates or otherwise constituting certificated securities within the meaning of Section 8-102(a)(15) necessary to establish a legal, valid and perfected security interest in favor of the UCC or Collateral Trustee (for the corresponding code or statute benefit of any other applicable jurisdiction (“Certificated Securities”), when certificates representing such Pledged Stock are delivered the Secured Parties) in respect of all Collateral in which the Lien granted pursuant to the Lender, and in Security Documents on the case of the other Collateral constituting personal property described in the Guarantee and Collateral Agreement, when financing statements and other filings specified on Schedule 4.19 in appropriate form are filed in the offices specified on Schedule 4.19, the Lender shall have a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral and the proceeds thereof, as security for the Obligations, in which a security interest Closing Date may be perfected 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 possessions, and no further or subsequent filing, refiling, recording, rerecording, registration or reregistration is necessary in any such jurisdiction, except as provided under applicable law with respect to the UCC or upon filing of continuation statements; provided that the receipt and recording of an Intellectual Property Security Agreement with foregoing representation shall not be deemed to have been incorrect to the USCRO or the USPTO, as applicable, in each case, prior and superior in right to extent any other Person (except, in the case of Collateral other than Pledged Stock, Liens permitted by Section 7.2 or in the case of Collateral that is Pledged Stock, Liens permitted by Section 7.2 which arise by operation of law). Each of the Mortgages delivered after the Closing Date will be, upon execution, effective to create in favor of the Lender a legal, valid and enforceable Lien on the Mortgaged Properties described therein and proceeds thereof, and when the Mortgages are filed in the offices for the applicable jurisdictions in which the Mortgaged Properties are located, each such Mortgage shall constitute a fully perfected Lien on, and security interest in, all right, title and interest is not perfected with respect to Collateral having an aggregate Net Book Value of the Loan Parties in the Mortgaged Properties and the proceeds thereof, as security for the Obligations (as defined in the relevant Mortgage), in each case, prior and superior in right to any other Person (subject to Liens permitted by Section 7.2)less than $250,000,000.

Security Documents. Subject to the time periods set forth in Schedule 5.2, the (a) The Guarantee and Collateral Agreement is effective to create in favor of the Lender Administrative Agent, for the benefit of the Secured Parties, a legal, valid and enforceable security interest in the Collateral described therein and proceeds thereof, except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting the enforcement of creditors’ rights generally or by general equitable principles (whether enforcement is sought by proceedings in equity or at law). In the case of the Pledged Stock described in the Guarantee and Collateral 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 or the corresponding code or statute of any other applicable jurisdiction (“Certificated Securities”)Agreement, when any stock certificates representing such Pledged Stock are delivered to the LenderAdministrative Agent, and in the case of the other Collateral constituting personal property described in the Guarantee and Collateral AgreementAgreement for which security interests may be perfected by a filing, when financing statements and or other filings specified on Schedule 4.19 relevant filing documents in appropriate form are filed in the offices specified on Schedule 4.19, the Lender 4.19(a)-1 (which financing statements or other relevant filing documents shall have been duly completed and executed and delivered to the Administrative Agent on or before the Initial Funding Date) the Guarantee and Collateral Agreement shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral and the proceeds thereof, as security for the Obligations, in which a security interest may be perfected by filing, recording or registering a financing statement or analogous document Obligations (as defined in the United States (or any political subdivision thereof) Guarantee and its territories and possessions pursuant to the UCC or upon the receipt and recording of an Intellectual Property Security Agreement with the USCRO or the USPTO, as applicableCollateral Agreement), in each case, case prior and superior in right to any other Person (except, in the case of Collateral other than Pledged Stock, Liens permitted by Section 7.2 or in the case of Collateral that is Pledged Stock, Liens permitted by Section 7.2 which arise by operation of law7.3). Other than those that relate to the Vehicle Debt and to the Supplemental Credit Facility and as described in Section 7.3(m), Schedule 4.19 (a) 2 lists each UCC Financing Statement that (i) names any Loan Party as debtor and (ii) will remain on file after the Closing Date. Schedule 4.19 (a) 3 lists each UCC Financing Statement that (i) names any Loan Party as debtor and (ii) will be terminated in accordance with Section 7.18(b) or with respect to which the Borrower will comply with Section 7.18(c); and in accordance with Sections 7.18(b) and (c), the Borrower will have delivered to the Administrative Agent, or caused to be filed, duly completed UCC termination statements, signed by the relevant secured party, in respect of each UCC Financing Statement listed in Schedule 4.19 (a) 3. (b) Each of the Mortgages executed and delivered on the Initial Funding Date is, and each Mortgage executed and delivered after the Closing Date Initial Funding will be, upon execution, effective to create in favor of the Lender 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 for specified on Schedule 4.19(b) (in the applicable jurisdictions case of the Mortgages to be executed and delivered on or prior to the Spin-Off Date) or in which the Mortgaged Properties are locatedrecording office designated by the Borrower (in the case of any Mortgage to be executed and delivered after the Spin-Off Date), each such Mortgage shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in the Mortgaged Properties described therein and the proceeds thereof, as security for the Obligations (as defined in the relevant Mortgage), in each case, case prior and superior in right to any other Person (subject to other than Persons holding Liens or other encumbrances or rights permitted by Section 7.2the relevant Mortgage).

Security Documents. Subject to the time periods set forth in Schedule 5.2, the (a) The Guarantee and Collateral Agreement is effective to create in favor of the Lender Administrative Agent, for the ratable benefit of the Secured Parties, a legal, valid and enforceable security interest in the Collateral described therein and the proceeds thereof, except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting the enforcement of creditors’ rights generally or by general equitable principles (whether enforcement is sought by proceedings in equity or at law). In the case of the Pledged Stock Stock, if any, described in the Guarantee and Collateral 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 or the corresponding code or statute of any other applicable jurisdiction (“Certificated Securities”), when certificates representing such Pledged Stock together with applicable endorsements are delivered to the LenderAdministrative Agent, and in the case of the other Collateral constituting personal property described in the Guarantee and Collateral Agreement, when financing statements and other filings specified on Schedule 4.19 4.19(a) in appropriate form are filed in the offices specified on Schedule 4.194.19(a), the Lender Administrative Agent, for the benefit of the Secured Parties, shall have a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral and the proceeds thereof, as security for the Obligations, in which a security interest may be perfected 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 UCC or upon the receipt and recording of an Intellectual Property Security Agreement with the USCRO or the USPTO, as applicable, in each case, case prior and superior in right to any other Person (except, in the case of Collateral other than Pledged Stock, Liens permitted by Section 7.2 or 7.3), to the extent that a security interest in such Collateral can be perfected by delivery of such certificates and the case filing of Collateral such financing statements and other filings in such offices. As of the Closing Date, no Loan Party that is Pledged Stock, Liens permitted by Section 7.2 which arise by operation of law). Each of the a limited liability company or partnership has any Equity Interest that is a Certificated Security. (b) Any Mortgages delivered after the Closing Date pursuant to Section 6.12 will be, upon execution, effective to create in favor of the Lender Administrative Agent, for the benefit of the Secured Parties, a legal, valid and enforceable Lien on the Mortgaged Properties described therein and proceeds thereof, and when the Mortgages are filed in the offices for the applicable jurisdictions in which the Mortgaged Properties are located, each such Mortgage shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in the Mortgaged Properties and the proceeds thereof, as security for the Obligations (as defined in the relevant Mortgage), in each case, case prior and superior in right to any other Person (subject to other than Liens permitted by pursuant to Section 7.27.3).

Security Documents. Subject to the time periods set forth in Schedule 5.2, the Guarantee and Collateral Agreement is The provisions of each Security Document are effective to create in favor of the Lender Collateral Agent for the benefit of the Secured Creditors a legal, valid and enforceable security interest of the type that it purports to create in all right, title and interest of the Credit Parties in the Collateral described therein, and the Collateral Agent, for the benefit of the Secured Creditors, has (or upon filing of UCC financing statements and other required filings registrations or notices or taking of possession or control (which shall occur within 10 days following the Effective Date) will have) a fully perfected security interest in all right, title and interest in all of the Collateral described therein, subject to no other Liens other than Permitted Liens and upon the repayment of all outstanding Indebtedness under the Existing Credit Agreement, such security interest shall be a first priority security interest, subject to Permitted Liens; provided that (i) the Borrower shall not be deemed to represent pursuant to the foregoing that the U.S. Security Agreement creates a legal, valid and enforceable security interest in (1) the Equity Interests of Endeavour Energy Luxembourg S.a.r.l. or of Endeavour Energy New Ventures I, Ltd. or (2) any Collateral described therein and proceeds thereof, except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting the enforcement of creditors’ rights generally or by general equitable principles (whether enforcement is sought by proceedings in equity or at law). In the case of the Pledged Stock described in the Guarantee and Collateral 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 or the corresponding code or statute of any other applicable jurisdiction (“Certificated Securities”), when certificates representing such Pledged Stock are delivered to the Lender, and in the case of the other Collateral constituting personal property described in the Guarantee and Collateral Agreement, when financing statements and other filings specified on Schedule 4.19 in appropriate form are filed in the offices specified on Schedule 4.19, the Lender shall have a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral and the proceeds thereof, as security for the Obligations, in which a security interest may be perfected 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 UCC or upon the receipt and recording of an Intellectual Property Security Agreement with the USCRO or the USPTO, as applicable, in each case, prior and superior in right to any other Person (except, in the case of Collateral other than Pledged Stock, Liens permitted by Section 7.2 or in the case of Collateral that is Pledged Stock, Liens permitted by Section 7.2 which arise by operation of law). Each of the Mortgages delivered after the Closing Date will be, upon execution, effective to create in favor of the Lender a legal, valid and enforceable Lien on the Mortgaged Properties described therein and proceeds thereof, and when the Mortgages are filed in the offices for the applicable jurisdictions in which the Mortgaged Properties are located, each such Mortgage shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in the Mortgaged Properties and the proceeds thereof, as security for the Obligations (as defined in the relevant MortgageU.S. Security Agreement) granted by any Grantor (as defined in the U.S. Security Agreement) that is not organized under the laws of the United States or any state thereof (other than Equity Interests held by any such Grantor in any Person that is organized under the laws of the United States or any state thereof), and (ii) no steps have been taken in each case, prior and superior order to perfect any such security interest in right the Equity Interests referred to any in clause (i)(1) above or the Collateral referred to in clause (i)(2) (other Person (subject to Liens permitted by Section 7.2).than

Security Documents. Subject to (a) Each of the time periods set forth in Schedule 5.2, the Guarantee and Collateral Agreement Security Documents is effective to create in favor of the Lender Administrative Agent, for the benefit of the Secured Parties, a legal, valid and enforceable security interest in the Collateral described therein and proceeds thereof, except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting the enforcement of creditors’ rights generally or by general equitable principles (whether enforcement is sought by proceedings in equity or at law). In the case of (i) the Pledged Capital Stock described in the Guarantee and Collateral Security Agreement that are securities represented by stock certificates or otherwise constituting certificated securities within the meaning of Section 8-102(a)(15) of the New York UCC or the corresponding code or statute of any other applicable jurisdiction (“Certificated Securities”)jurisdiction, when certificates representing such Pledged Capital Stock are delivered to the LenderAdministrative Agent, and (ii) in the case of the other Collateral not described in clause (i) constituting personal property described in the Guarantee and Collateral Security Agreement, when financing statements and other filings filings, agreements and actions specified on Schedule 4.19 3.15(a) in appropriate form are executed and delivered, performed or filed in the offices specified on Schedule 4.193.15(a), as the case may be, the Lender Administrative Agent, for the benefit of the Secured Parties, shall have a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral and the proceeds thereof, as security for the Obligations, in which a security interest may be perfected 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 UCC or upon the receipt and recording of an Intellectual Property Security Agreement with the USCRO or the USPTO, as applicable, in each case, case prior and superior in right to any other Person (except, in the case of Collateral other Permitted Priority Liens). Other than Pledged Stockas set forth on Schedule 3.15(a), Liens permitted by Section 7.2 as of the Closing Date, none of the Capital Stock of anythe Borrower, Tower LLC or Company Subsidiary Guarantor that is a limited liability company or partnership is a Certificated Security (as defined in the case of Collateral that is Pledged Stock, Liens permitted by Section 7.2 which arise by operation of lawSecurity Agreement). . (b) Each of the Mortgages delivered on or after the Closing Date is, or upon execution and recording will be, upon execution, effective to create in favor of the Lender Administrative Agent, for the benefit of the Secured Parties, a legal, valid and enforceable Lien on the Mortgaged Properties described therein and proceeds thereof, and when the Mortgages are filed in the recording offices for the applicable jurisdictions in which the Mortgaged Properties are located, each such Mortgage shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in the Mortgaged Properties and the proceeds thereof, as security for the Obligations (as defined in the relevant Mortgage), in each case, case prior and superior in right to any other Person (subject to Liens permitted other than holders of Permitted Priority Liens. Schedule 1.1C lists, as of the Closing Date, each Material Property located in the United States and held by Section 7.2)any Loan Party.

Security Documents. Subject to the time periods set forth in Schedule 5.2, the Guarantee and Collateral (a) The Security Agreement is effective to create creates in favor of the Lender Collateral Agent, for the benefit of the Secured Parties referred to therein, a legal, valid valid, continuing and enforceable security interest in the Collateral described therein and proceeds thereof(as defined in the Security Agreement), except as the enforceability may be limited by of which is subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting the enforcement of creditors’ rights generally or by and subject to general equitable principles (of equity, regardless of whether enforcement is sought by proceedings 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 the -107- Perfection Certificate. Upon such filings and/or the obtaining of “control” (as defined in the UCC). In , the case Collateral Agent will have a perfected Lien on, and security interest in, to and under all right, title and interest of the Pledged Stock grantors thereunder in all Collateral that may be perfected by filing, recording or registering a financing statement or analogous document (including without limitation the proceeds of such Collateral subject to the limitations relating to such proceeds in the UCC) or by obtaining control, under the UCC (in effect on the date this representation is made) in each case prior and superior in right to any other Person (other than Permitted Encumbrances having priority by operation of law and, with respect to ABL Term Priority Collateral, Permitted Encumbrances described in the Guarantee and Collateral Agreement that are securities represented by stock certificates or otherwise constituting certificated securities within the meaning of Section 8-102(a)(15clause (p) of the UCC definition of such term). (b) When the Security Agreement (or the corresponding code or statute of any other applicable jurisdiction (“Certificated Securities”), when certificates representing such Pledged Stock are delivered to the Lender, and a short form thereof) is filed in the case of United States Patent and Trademark Office and the other Collateral constituting personal property described in the Guarantee United States Copyright Office and Collateral Agreement, when financing statements statements, releases and other filings specified on Schedule 4.19 in appropriate form are filed in the offices specified on in Schedule 4.19II of the Security Agreement, the Lender Collateral Agent shall have a fully perfected Lien on, and security interest in, all right, title and interest of the applicable Loan Parties in such Collateral and the proceeds thereof, Intellectual Property (as security for defined in the Obligations, Security Agreement) 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 (or any political subdivision thereof) Patent and its territories and possessions pursuant to the UCC or upon the receipt and recording of an Intellectual Property Security Agreement with the USCRO Trademark Office or the USPTOUnited States Copyright Office, as applicable, in each case, case prior and superior in right to any other Person (except, in the case of Collateral other than Pledged Stock, Liens permitted by Section 7.2 or in the case of Collateral that is Pledged Stock, Liens permitted by Section 7.2 which arise Permitted Encumbrances having priority by operation of law). Each law and, with respect to ABL Term Priority Collateral, Permitted Encumbrances described in clause (p) of the Mortgages delivered after definition of such term) (it being understood that subsequent recordings in the Closing Date will be, upon execution, effective United States Patent and Trademark Office and the United States Copyright Office may be necessary to create in favor of the Lender perfect a legal, valid and enforceable Lien on the Mortgaged Properties described therein registered trademarks, trademark applications and proceeds thereof, and when the Mortgages are filed in the offices for the applicable jurisdictions in which the Mortgaged Properties are located, each such Mortgage shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of copyrights acquired by the Loan Parties in after the Mortgaged Properties and the proceeds thereof, as security for the Obligations (as defined in the relevant Mortgage), in each case, prior and superior in right to any other Person (subject to Liens permitted by Section 7.2Second Amendment Effective Date).

Security Documents. Subject to the time periods set forth in Schedule 5.2, the Guarantee and Collateral (a) The Security Agreement is effective to create creates in favor of the Lender Agent, for the benefit of the Secured Parties referred to therein, a legal, valid valid, continuing and enforceable security interest in the Collateral described therein and proceeds thereof(as defined in the Security Agreement), except as the enforceability may be limited by of which is subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting the enforcement of creditors’ rights generally or by and subject to general equitable principles (of equity, regardless of whether enforcement is sought by proceedings considered in a proceeding in equity or at law). In the case of the Pledged Stock described in the Guarantee and Collateral 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 or the corresponding code or statute of any other applicable jurisdiction (“Certificated Securities”)The financing statements, when certificates representing such Pledged Stock are delivered to the Lender, and in the case of the other Collateral constituting personal property described in the Guarantee and Collateral Agreement, when financing statements releases and other filings are in proper 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 by filing, recording or registering a financing statement or analogous document (including without limitation the proceeds of such Collateral subject to the limitations relating to such proceeds in the UCC) or by obtaining control, under the UCC (in effect on Schedule 4.19 the date this representation is made) in each case prior and superior in right to any other Person subject to 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 and the United States Copyright Office and when financing statements, releases and other filings in appropriate form are filed in the offices specified on in Schedule 4.19II of the Security Agreement, the Lender Agent shall have a fully perfected Lien on, and security interest in, all right, title and interest of the applicable Loan Parties in such Collateral and the proceeds thereof, Intellectual Property (as security for defined in the Obligations, Security Agreement) 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 (or any political subdivision thereof) Patent and its territories and possessions pursuant to the UCC or upon the receipt and recording of an Intellectual Property Security Agreement with the USCRO Trademark Office or the USPTOUnited States Copyright Office, as applicable, in each case, case prior and superior in right to any other Person (exceptPerson, in the case of Collateral other than Pledged Stock, Liens permitted by Section 7.2 or in the case of Collateral that is Pledged Stock, Liens permitted by Section 7.2 which arise subject to Permitted Encumbrances having priority by operation of law). Each of law (it being understood that subsequent recordings in the Mortgages delivered 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 Loan Parties after the Closing Date will beDate). Notwithstanding anything herein to the contrary, upon executionat no time shall (i) an asset of a CFC serve as Collateral for any obligation hereunder, effective (ii) a CFC be a Guarantor hereunder and (iii) a Person be required to create in favor pledge any interest possessing more than 65% of the Lender a legal, valid and enforceable Lien on voting power or control of all classes of interests entitled to vote of any CFC to the Mortgaged Properties described therein and proceeds thereof, and when the Mortgages are filed extent such pledge would result in the offices for the applicable jurisdictions in which the Mortgaged Properties are located, each an adverse tax consequence to such Mortgage shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in the Mortgaged Properties and the proceeds thereof, as security for the Obligations (as defined in the relevant Mortgage), in each case, prior and superior in right to any other Person (subject to Liens permitted by Section 7.2)Person.

Security Documents. Subject to the time periods set forth in Schedule 5.2, the Guarantee and Collateral (a) The Security Agreement is effective to create in favor of the Lender Administrative Agent, for the benefit of the Secured Parties, a legal, valid and enforceable security interest in the Collateral described therein and proceeds thereof, except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting the enforcement of creditors’ rights generally or by general equitable principles (whether enforcement is sought by proceedings in equity or at law). In the case of the Pledged Stock Equity Interests described in the Guarantee and Collateral 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 or the corresponding code or statute of any other applicable jurisdiction (“Certificated Securities”)Security Agreement, when the Administrative Agent obtains control of certificates representing such Pledged Stock are delivered to the LenderEquity Interests, and in the case of the other Collateral constituting personal property described in the Guarantee and Collateral Security Agreement, when (x) financing statements and other filings specified on Schedule 4.19 in appropriate form are or have been filed in the appropriate offices specified on Schedule 4.19or (y) upon the taking of possession or control by the Administrative Agent of such Collateral with respect to which a security interest may be perfected only by possession or control (which possession or control shall be given to the Administrative Agent or taken by the Administrative Agent to the extent required by the Security Documents), the Lender Security Agreement shall have constitute a fully perfected first priority Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral and the proceeds thereof, thereof to the extent a security interest can be perfected by filing or other action required thereunder as security for the Secured Obligations, in which a security interest may be perfected 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 UCC or upon the receipt and recording of an Intellectual Property Security Agreement with the USCRO or the USPTO, as applicable, in each case, case prior and superior in right to any other Person (except, in the case of Collateral (other than Pledged StockEquity Interests), Liens permitted by Section 7.2 or in the case of Collateral that is Pledged Stock, Liens permitted by Section 7.2 which arise by operation of law6.3). . (b) Each of the Mortgages delivered after the Closing Date will be, upon execution, is effective to create in favor of the Lender Administrative Agent, for the benefit of the Secured Parties, a legal, valid and enforceable Lien on the Mortgaged Properties mortgaged properties described therein and proceeds thereof, contains all remedies customarily afforded to a commercial lender in the jurisdiction in which the applicable mortgaged property is located, and when the Mortgages are or have been filed in the offices for the applicable jurisdictions in which the Mortgaged Properties are locatedappropriate offices, each such Mortgage shall constitute a fully perfected first priority Lien on, and security interest in, all right, title and interest of the Loan Parties in the Mortgaged Properties such properties and the proceeds thereof, as security for the Obligations (as defined in the relevant Mortgage)Secured Obligations, in each case, case prior and superior in right to any other Person (subject to Liens permitted by Section 7.2)Person.

Security Documents. Subject A copy of each of the following security documents (the Pre-Closing Transaction Security Documents) executed by the Parent and the Company, together with customary deliverables: (i) a Cayman law governed first ranking share mortgage to be entered into by the Parent and the Security Agent in relation to the time periods set forth creation of security over all the shares in Schedule 5.2, the Guarantee Company and Collateral Agreement is effective the completion of any perfection or other requirements in respect to create such security; (ii) a Cayman or English law governed first ranking assignment agreement to be entered into by the Parent and the Security Agent in favor relation to assignment of any intercompany loans made to the Company by the Parent and the completion of any perfection or other requirements in respect to such security; (iii) a Cayman or English law governed first ranking all asset security to be entered into by the Company and the Security Agent in relation to the creation of security over all of the Lender assets of the Company (including assignment of rights under the Transaction Agreement and intercompany loans granted by the Company to its subsidiaries). (iv) a legal, valid Cayman law governed first ranking share mortgage to be entered into by the Company and enforceable the Security Agent in relation to the creation of security interest over all the shares in the Collateral described therein General Partner and proceeds thereofall limited partnership interests in the Partnership, except provided that neither the General Partner nor the Partnership shall be required to sign or deliver any documents, notices, instruments, deliverables or take any steps prior to Closing Date (as enforceability may be limited by bankruptcya condition precedent or otherwise), insolvency, reorganization, moratorium and any perfection or other similar laws relating to or affecting requirements involving the enforcement of creditors’ rights generally or by general equitable principles (whether enforcement is sought by proceedings in equity or at law). In the case of the Pledged Stock described in the Guarantee and Collateral 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 General Partner or the corresponding code or statute of any other applicable jurisdiction (“Certificated Securities”), when certificates representing such Pledged Stock are delivered Partnership shall be a condition subsequent to the Lender, and in the case of the other Collateral constituting personal property described in the Guarantee and Collateral Agreement, when financing statements and other filings specified on Schedule 4.19 in appropriate form are filed in the offices specified on Schedule 4.19, the Lender shall have a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral and the proceeds thereof, as security for the Obligations, in which a security interest may be perfected 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 UCC or upon the receipt and recording of an Intellectual Property Security Agreement with the USCRO or the USPTO, as applicable, in each case, prior and superior in right to any other Person (except, in the case of Collateral other than Pledged Stock, Liens permitted by Section 7.2 or in the case of Collateral that is Pledged Stock, Liens permitted by Section 7.2 which arise by operation of law). Each of the Mortgages delivered completed after the Closing Date; (v) a signed and undated US law governed first ranking share mortgage to be entered into by the Company and the Security Agent in relation to the creation of security over all the shares in Chindex US provided that Chindex US shall not be required to sign or deliver any documents, notices, instruments, deliverables or take any steps prior to Closing Date will be, upon execution, effective to create in favor of the Lender (as a legal, valid and enforceable Lien on the Mortgaged Properties described therein and proceeds thereofcondition precedent or otherwise), and when any perfection or other requirements involving Chindex US shall be a condition subsequent to be completed after the Mortgages are filed Closing Date; and (vi) a signed and undated Cayman law governed first ranking share mortgage to be entered into by the Company and the Security Agent in relation to the offices for creation of security over all the applicable jurisdictions shares in which the Mortgaged Properties are locatedHHH Inc., each such Mortgage provided that HHH Inc. shall constitute not be required to sign or deliver any documents, notices, instruments, deliverables or take any steps prior to Closing Date (as a fully perfected Lien oncondition precedent or otherwise), and security interest in, all right, title and interest of any perfection or other requirements involving HHH Inc. shall be a condition subsequent to be completed after the Loan Parties in the Mortgaged Properties and the proceeds thereof, as security for the Obligations (as defined in the relevant Mortgage), in each case, prior and superior in right to any other Person (subject to Liens permitted by Section 7.2)Closing Date.

Security Documents. Subject to (a) Each of the time periods set forth in Schedule 5.2, the Guarantee and Collateral Agreement Security Documents is effective to create in favor of the Lender Collateral Agent, for the benefit of the Secured Parties, a legal, valid and enforceable first priority security interest (subject only to the ABL/Term Loan Intercreditor Agreement and Liens permitted hereunder) in the Collateral described therein and proceeds thereof, except as the enforceability may be limited by of which is subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting the enforcement of creditors’ rights generally or by and subject to general equitable principles (of equity, regardless of whether enforcement is sought by proceedings considered in a proceeding in equity or at law). In the case of (i) the Pledged Capital Stock described in the Guarantee and Collateral Security Agreement that are securities represented by stock certificates or otherwise constituting certificated securities within the meaning of Section 8-102(a)(15) of the New York UCC or the corresponding code or statute of any other applicable jurisdiction (“Certificated Securities”), when certificates representing such Pledged Capital Stock are delivered to the LenderCollateral Agent along with instruments of transfer in blank or endorsed to the Collateral Agent, and in the case of (ii) the other Collateral described in clause (i) constituting personal property described in the Guarantee and Collateral Security Agreement, when financing statements and other filings filings, agreements and actions specified on Schedule 4.19 5.19(a) in appropriate form are executed and delivered, performed or filed in the offices specified on Schedule 4.195.19(a), as the case may be, the Lender Collateral Agent, for the benefit of the Secured Parties, shall have a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such all Collateral and the proceeds thereof, as security for the Obligations, in which a security interest that may be perfected by filing, recording or registering a financing statement or analogous document in and the United States proceeds thereof (or any political subdivision thereof) and its territories and possessions pursuant to the UCC extent such Liens may be perfected by possession of the Certificated Securities by the Collateral Agent or upon such filings, agreements or other actions or perfection is otherwise required by the receipt and recording terms of an Intellectual Property Security Agreement with the USCRO or the USPTOany Loan Document), as applicablesecurity for the Obligations, in each case, case prior and superior in right to any other Person (except, in the case of Collateral other L▇▇▇▇ permitted hereunder). Other than Pledged Stockas set forth on Schedule 5.19(a), Liens permitted by Section 7.2 as of the Sixth Amendment Effective Date, none of the Capital Stock of the Borrower or in the case of Collateral any Subsidiary Guarantor that is Pledged Stock, Liens permitted by Section 7.2 which arise by operation of law). a limited liability company or partnership is a Certificated Security. (b) Each of the Mortgages delivered after the Closing Date pursuant to Section 7.08(b) is, or upon execution and recording will be, upon execution, effective to create in favor of the Lender Collateral Agent, for the benefit of the Secured Parties, a legal, valid and enforceable Lien on the Mortgaged Properties described therein and proceeds thereof, the enforceability of which is subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and when subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law. When the Mortgages are filed recorded in the recording offices for the applicable jurisdictions in which the Mortgaged Properties are located, each such Mortgage shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in the Mortgaged Properties and the proceeds thereof, as security for the Obligations (as defined in the relevant Mortgage), in each case, case prior and superior in right to any other Person (subject to other than holders of Liens permitted hereunder. The UCC fixture filings on form UCC-1 for filing under the UCC in the appropriate jurisdictions in which the Mortgaged Properties covered by Section 7.2the applicable Mortgages are located, will be effective upon filing to create in favor of the Collateral Agent, for the benefit of the Secured Parties, a legal, valid and enforceable security interest in the fixtures created by the Mortgages and described therein, and when the UCC fixture filings are filed in the recording offices for the applicable jurisdictions in which the Mortgaged Properties are located, each such UCC fixture filing shall constitute a fully perfected security interest in the fixtures, as security for the Obligations (as defined in the relevant Mortgage), in each case prior and superior in right to any other Person other than holders of Liens permitted hereunder. Schedule 5.19(b) lists, as of the Sixth Amendment Effective Date, each parcel of owned real property located in the United States and held by Holdings or any of its Restricted Subsidiaries.

Security Documents. Subject to the time periods set forth in Schedule 5.2, the (a) The Guarantee and Collateral Agreement is effective to create in favor of the Lender Administrative Agent, for the benefit of the Secured Parties, a legal, valid and enforceable security interest in the Collateral described therein and proceeds thereof, except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting the enforcement of creditors’ rights generally or by general equitable principles (whether enforcement is sought by proceedings in equity or at law). In the case of the Pledged Stock described in the Guarantee and Collateral 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 or the corresponding code or statute of any other applicable jurisdiction (“Certificated Securities”)Agreement, when any stock certificates representing such Pledged Stock are delivered to the LenderAdministrative Agent, and in the case of the other Collateral constituting personal property described in the Guarantee and Collateral Agreement, when financing statements and other filings specified on Schedule 4.19 in appropriate form are filed in the offices specified on Schedule 4.194.19(a)-1 (which financing statements have been duly completed and delivered to the Administrative Agent), or, with respect to after-acquired property, when the requirements set forth in Section 6.10 have been complied with, the Lender Administrative Agent shall have a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral and the proceeds thereof, as security for the Obligations, in which a security interest may be perfected by filing, recording or registering a financing statement or analogous document Obligations (as defined in the United States (or any political subdivision thereof) Guarantee and its territories and possessions pursuant to the UCC or upon the receipt and recording of an Intellectual Property Security Agreement with the USCRO or the USPTO, as applicableCollateral Agreement), in each case, case prior and superior in right to any other Person (except, in the case of Collateral other than Pledged Stock, Liens permitted by Section 7.2 7.3), in each case to the extent required by the Guarantee and Collateral Agreement. As of the date hereof, Schedule 4.19(a)-2 lists each UCC Financing Statement that (i) names any Loan Party as debtor and (ii) will remain on file after the Closing Date. As of the date hereof, Schedule 4.19(a)-3 lists each UCC Financing Statement that (i) names any Loan Party as debtor and (ii) will be terminated on or prior to the Closing Date; and on or prior to the Closing Date, the Borrower will have delivered to the Administrative Agent (or will have made appropriate arrangements for the delivery thereof to the Administrative Agent), or caused to be filed, duly completed UCC termination statements, together with the authorization of the relevant secured party to file such termination statements, in the case respect of Collateral that is Pledged Stock, Liens permitted by Section 7.2 which arise by operation of law). each UCC Financing Statement listed in Schedule 4.19(a)-3. (b) Each of the Mortgages delivered after the Closing Date will be, upon execution, is effective to create in favor of the Lender Administrative Agent, for the benefit of the Secured Parties, a legal, valid and enforceable Lien on the Mortgaged Properties described therein and proceeds thereof; and the Administrative Agent has (or, and when the Mortgages are filed in the offices for designated by the applicable jurisdictions Borrower (in which the Mortgaged Properties are locatedcase of any Mortgage to be executed and delivered pursuant to Section 6.10(b)), each such Mortgage shall constitute the Administrative Agent will have) a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in the Mortgaged Properties described therein and the proceeds thereof, as security for the Obligations (as defined in the relevant Mortgage), in each case, case prior and superior in right to any other Person (subject to other than Persons holding Liens or other encumbrances or rights permitted by Section 7.27.3). As of the Closing Date, the Mortgaged Properties constitute all fee interests in real property held by any Loan Party having a value (together with improvements thereof) of at least $5,000,000, other than the property in Meridian, MS.

Security Documents. Subject (a) The Security Documents create valid security interests in, and Liens on, the Collateral purported to the time periods be covered thereby. Except as set forth in Schedule 5.2the Security Documents, such security interests and Liens are currently (or will be, upon (a) the filing of appropriate financing statements with the Secretary of State of the state of incorporation or organization for each Credit Party (or with such other appropriate Governmental Authority), the Guarantee filing of appropriate assignments or notices with the United States Patent and Trademark Office and the United States Copyright Office, and the recordation of the Real Estate Mortgage Instruments, in each case in favor of the Administrative Agent, on behalf of the Secured Parties, or (b) the Administrative Agent obtaining Control (as defined in the Security Agreement) or possession over those items of Collateral Agreement in which a security interest is perfected through Control or possession) perfected security interests and Liens, prior to all other Liens other than Permitted Liens. (b) The Vessel Fleet Mortgage in favor of the Mortgage Trustee, for the benefit of the Secured Parties, is effective to create in favor of the Lender a legal, valid and enforceable security interest in Lien on all the Collateral described therein and proceeds thereof, except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting the enforcement of creditors’ rights generally or by general equitable principles (whether enforcement is sought by proceedings in equity or at law). In the case of the Pledged Stock described in the Guarantee and Collateral 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 or the corresponding code or statute of any other applicable jurisdiction (“Certificated Securities”), when certificates representing such Pledged Stock are delivered to the Lender, and in the case of the other Collateral constituting personal property described in the Guarantee and Collateral Agreement, when financing statements and other filings specified on Schedule 4.19 in appropriate form are filed in the offices specified on Schedule 4.19, the Lender shall have a fully perfected Lien on, and security interest in, all mortgagor’s right, title and interest in and to the whole of the Loan Parties in such Collateral Mortgaged Vessels covered thereby and the proceeds thereof, as security and when the Vessel Fleet Mortgage is filed for recording, and recorded, with the Obligations, in which a security interest may be perfected by filing, recording or registering a financing statement or analogous document in National Vessel Documentation Center of the United States (or any political subdivision thereof) Coast Guard, the Vessel Fleet Mortgage shall constitute, as of the date and its territories time of filing, a second “preferred mortgage” on the Mortgaged Vessels covered thereby in favor of the Mortgage Trustee for the ratable benefit of the Secured Parties under Chapter 313 of Title 46 of the United States Code, as amended, having the effect and possessions pursuant to the UCC or upon the receipt and recording of an Intellectual Property Security Agreement with the USCRO or the USPTO, as applicablepriority provided under such law, in each case, case prior and superior in right to any other Person (exceptPerson, in the case of Collateral other than Pledged Stock, Liens permitted by Section 7.2 or in with respect to the case rights of Collateral that is Pledged Stock, Liens permitted by Section 7.2 which arise by operation of law). Each of the Mortgages delivered after the Closing Date will be, upon execution, effective Persons pursuant to create in favor of the Lender a legal, valid and enforceable Lien on the Mortgaged Properties described therein and proceeds thereof, and when the Mortgages are filed in the offices for the applicable jurisdictions in which the Mortgaged Properties are located, each such Mortgage shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in the Mortgaged Properties and the proceeds thereof, as security for the Obligations (as defined in the relevant Mortgage), in each case, prior and superior in right to any other Person (subject to Liens permitted by Section 7.2)Permitted Liens.

Security Documents. Subject to the time periods set forth in Schedule 5.2, the The Guarantee and Collateral Agreement is effective to create in favor of the Lender Collateral Trustee, for the ratable benefit of the Secured Parties, a legal, valid valid, binding and enforceable security interest in the Collateral described therein and proceeds thereofthereof (other than money not constituting identifiable proceeds of any Collateral), except as enforceability may be limited by subject to applicable insolvency, bankruptcy, insolvency, reorganization, moratorium moratorium, fraudulent transfer and other laws now or other similar laws relating hereafter in effect generally affecting rights of creditors and (including with respect to or affecting the enforcement specific performance) principles of creditors’ rights generally or by general equitable principles (equity, whether enforcement is sought by proceedings considered in a proceeding in equity or at law). In in law and to the discretion of the court before which any proceeding therefor may be brought, and (i) in the case of the Pledged Stock described in Securities, upon the Guarantee and Collateral Agreement that are securities represented by stock certificates or otherwise constituting certificated securities within the meaning earlier of Section 8-102(a)(15(A) of the UCC or the corresponding code or statute of any other applicable jurisdiction (“Certificated Securities”), when certificates representing such Pledged Stock Securities are delivered to the Lender, Collateral Trustee and in the case of the other Collateral constituting personal property described in the Guarantee and Collateral Agreement, (B) when financing statements and other filings specified on Schedule 4.19 in appropriate form are filed in the offices specified on Schedule 4.193.19(a), (ii) in the case of Deposit Accounts not constituting Excluded Perfection Assets or Counterparty Accounts, by the execution and delivery of control agreements providing for “control” as described in Section 9-104 of the UCC, (iii) in the case of Securities Accounts not constituting Excluded Perfection Assets or Counterparty Accounts, upon the earlier of (A) the filing of financing statements in the offices specified on Schedule 3.19(a) and (B) the execution and delivery of control agreements providing for “control” as described in Section 9-106 of the UCC and (iv) in the case of all other Collateral described therein (other than Excluded Perfection Assets, Intellectual Property Collateral, money not credited to a Deposit Account or letter of credit rights not constituting supporting obligations), when financing statements in appropriate form are filed in the offices specified on Schedule 3.19(a), the Lender Guarantee and Collateral Agreement shall have constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Secured Parties in such Collateral and the proceeds thereof, as security for the Obligations, in which a security interest may be perfected 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 UCC or upon the receipt and recording of an Intellectual Property Security Agreement with the USCRO or the USPTO, as applicableGuaranteed Obligations hereunder, in each case, case prior and superior in right to the rights of any other Person (except, in the case of all Collateral other than Pledged Stock, Liens permitted by Section 7.2 or Securities in the case of Collateral that is Pledged Stock, Liens permitted by Section 7.2 which arise by operation of law). Each possession of the Mortgages delivered after Collateral Trustee, with respect to Permitted Liens, and in respect of Pledged Securities in the Closing Date will be, upon execution, effective to create in favor possession of the Lender a legalCollateral Trustee, valid and enforceable Lien on the Mortgaged Properties described therein and proceeds thereof, and when the Mortgages are filed Permitted Liens set forth in the offices for the applicable jurisdictions in which the Mortgaged Properties are located, each such Mortgage shall constitute a fully perfected Lien on, and security interest in, all right, title and interest clause (g) of the Loan Parties in the Mortgaged Properties definition thereof and the proceeds thereof, as security for the Obligations (as defined in the relevant Mortgage), in each case, prior and superior in right with respect to any other Person (subject to Liens permitted by Section 7.2Priority Lien Obligations).

Security Documents. Subject to the time periods set forth in Schedule 5.2, the (a) The Guarantee and Collateral Agreement is effective to create in favor of the Lender Administrative Agent, for the ratable benefit of the Secured Parties, a legal, valid and enforceable security interest in the Collateral described therein and the proceeds thereof, except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting the enforcement of creditors’ rights generally or by general equitable principles (whether enforcement is sought by proceedings in equity or at law). In the case of the Pledged Stock Stock, if any, described in the Guarantee and Collateral 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 or the corresponding code or statute of any other applicable jurisdiction (“Certificated Securities”), when certificates representing such Pledged Stock are delivered to the LenderAdministrative Agent, and in the case of the other Collateral constituting personal property described in the Guarantee and Collateral Agreement, when financing statements and other filings specified on Schedule 4.19 4.19(a) in appropriate form are filed in the offices specified on Schedule 4.194.19(a), the Lender Administrative Agent, for the benefit of the Secured Parties, shall have a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral and the proceeds thereof, as security for the Obligations, in which a security interest may be perfected 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 UCC or upon the receipt and recording of an Intellectual Property Security Agreement with the USCRO or the USPTO, as applicable, in each case, case prior and superior in right to any other Person (except, in the case of Collateral other than Pledged Stock, Liens permitted by Section 7.2 or in 7.3). As of the case of Collateral Closing Date, no Loan Party that is Pledged Stock, Liens permitted by Section 7.2 which arise by operation of law). Each of the a limited liability company or partnership has any Capital Stock that is a Certificated Security. (b) Any Mortgages delivered after the Closing Date pursuant to Section 6.12 will be, upon execution, effective to create in favor of the Lender Administrative Agent, for the benefit of the Secured Parties, a legal, valid and enforceable Lien on the Mortgaged Properties described therein and proceeds thereof, and when the Mortgages are filed in the offices for the applicable jurisdictions in which the Mortgaged Properties are located, each such Mortgage shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in the Mortgaged Properties and the proceeds thereof, as security for the Obligations (as defined in the relevant Mortgage), in each case, case prior and superior in right to any other Person (subject to other than Liens permitted by pursuant to Section 7.27.3).

Security Documents. Subject to the time periods set forth in Schedule 5.2, the Guarantee and Collateral (a) The Security Agreement is effective to create in favor of the Lender Agent, for the benefit of the Secured Parties referred to therein, a legal, valid and enforceable security interest in the Collateral described therein and proceeds thereof(as defined in the Security Agreement), except as the enforceability may be limited by of which is subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting the enforcement of creditors’ rights generally or by and subject to general equitable principles (of equity, regardless of whether enforcement is sought by proceedings considered in a proceeding in equity or at law). In The financing statements, releases and other filings are in appropriate form and have been or will be filed in the case offices specified in Schedule II of the Pledged Stock described Security Agreement. Upon such filings, and/or the obtaining of “control” (as defined in the Guarantee 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 Agreement that are securities represented may be perfected by stock certificates filing, recording or otherwise constituting certificated securities within registering a financing statement or analogous document (including without limitation the meaning proceeds of Section 8-102(a)(15) of such Collateral subject to the limitations relating to such proceeds in the UCC or PPSA, as applicable) or by obtaining control, under the corresponding code UCC, or statute of PPSA, as applicable (in effect on the date this representation is made) in each case prior and superior in right to any other applicable jurisdiction Person. (“Certificated Securities”), when certificates representing such Pledged Stock are delivered to b) When the Lender, and Security Agreement (or a short form thereof) is filed in the case of United States Patent and Trademark Office, the other Collateral constituting personal property described in United States Copyright Office and the Guarantee Canadian Intellectual Property office and Collateral Agreement, when financing statements statements, releases and other filings specified on Schedule 4.19 in appropriate form are filed in the offices specified on in Schedule 4.19II of the Security Agreement, the Lender Agent shall have a fully perfected Lien on, and security interest in, all right, title and interest of the applicable Loan Parties in such Collateral and the proceeds thereof, Intellectual Property (as security for defined in the Obligations, Security Agreement) 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, the United States Copyright Office or any political subdivision thereof) and its territories and possessions pursuant to the UCC or upon the receipt and recording of an Canadian Intellectual Property Security Agreement with the USCRO or the USPTOOffice, as applicable, in each case, case prior and superior in right to any other Person (except, it being understood that subsequent recordings in the case of Collateral other than Pledged StockUnited States Patent and Trademark Office, Liens permitted 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 Section 7.2 or in the case of Collateral that is Pledged Stock, Liens permitted by Section 7.2 which arise by operation of law). Each of the Mortgages delivered Loan Parties after the Closing Date will be, upon execution, effective to Date). (c) The Mortgages create in favor of the Lender Agent, for the benefit of the Secured Parties referred to therein, a legal, valid valid, continuing and enforceable Lien on in the Mortgaged Properties described therein 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 proceeds thereofsubject to general principles of equity, and when regardless of whether considered in a proceeding in equity or at law. Upon the filing or recording of the Mortgages are filed in with the offices for appropriate Governmental Authorities, the applicable jurisdictions in which the Mortgaged Properties are located, each such Mortgage shall constitute Agent will have a fully perfected Lien on, and security interest in, to and under all right, title and interest of the Loan Parties grantors thereunder in the all Mortgaged Properties and Property that may be perfected by such filing (including without limitation the proceeds thereof, as security for the Obligations (as defined in the relevant Mortgageof such Mortgaged Property), in each case, case prior and superior in right to any other Person (subject to Liens permitted by Section 7.2)Person.

Security Documents. Subject to the time periods set forth in Schedule 5.2, the The Guarantee and Collateral Agreement is effective to create in favor of the Lender Administrative Agent, for the benefit of the Lenders, a legal, valid and enforceable security interest in the Collateral described therein and proceeds thereof, except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting the enforcement of creditors’ rights generally or by general equitable principles (whether enforcement is sought by proceedings in equity or at law). In the case of the certificated Pledged Stock described in Schedule 2 to the Guarantee and Collateral Agreement that are securities represented by stock certificates or otherwise constituting certificated securities within the meaning of Section 8-102(a)(15) as of the UCC or the corresponding code or statute of any other applicable jurisdiction (“Certificated Securities”)Closing Date, when stock certificates representing such Pledged Stock are have been delivered to the LenderAdministrative Agent (together with a properly completed and signed stock power or endorsement), and in the case of the other Collateral constituting personal property described in the Guarantee and Collateral AgreementAgreement as of the Closing Date, when financing statements and other filings specified on Schedule 4.19 in appropriate form are have been filed in the offices specified on Schedule 4.19, and the Lender shall have Guarantee and Collateral Agreement constitutes a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral and the proceeds thereof, as security for the Obligations, in which a security interest may be perfected by filing, recording or registering a financing statement or analogous document Obligations (as defined in the United States (or any political subdivision thereof) Guarantee and its territories and possessions pursuant to the UCC or upon the receipt and recording of an Intellectual Property Security Agreement with the USCRO or the USPTO, as applicableCollateral Agreement), in each case, case prior and superior in right to any other Person (except, in the case of Collateral other than certificated Pledged Stock, Liens permitted by Section 7.2 or in 7.3). In the case of Collateral that is any certificated Pledged Stock, Liens permitted Stock covered by the grant of a security interest pursuant to Section 7.2 which arise by operation of law). Each 3 of the Mortgages Guarantee and Collateral Agreement but not described on Schedule 2 thereto, when stock certificates representing such Pledged Stock have been delivered after to the Closing Date Administrative Agent (together with a properly completed and signed stock power or endorsement), the Guarantee and Collateral Agreement will be, upon execution, effective to create in favor of the Lender a legal, valid and enforceable Lien on the Mortgaged Properties described therein and proceeds thereof, and when the Mortgages are filed in the offices for the applicable jurisdictions in which the Mortgaged Properties are located, each such Mortgage shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in the Mortgaged Properties such Pledged Stock and the proceeds thereof, as security for the Obligations (as defined in the relevant Mortgage), in each caseObligations, prior and superior in right to any other Person (subject to Liens permitted by Section 7.2)Person.

Security Documents. Subject to the time periods set forth in Schedule 5.2, the (a) The Guarantee and Collateral Agreement is is, and each of the other U.S. Security Documents (other than the U.S. Mortgages) are effective to create in favor of the Lender Collateral Agent, for the benefit of the Secured Parties, a legal, valid and enforceable security interest in the Collateral described therein and proceeds thereof, (except as enforceability may be limited by bankruptcy, insolvency, reorganizationmoratorium, moratorium reorganization or other similar laws relating to or affecting the enforcement of creditors’ ' rights generally or and except as enforceability may be limited by general equitable principles of equity (regardless of whether enforcement such enforceability is sought by proceedings considered in a proceeding in equity or at law)) security interest (or hypothec, if applicable) in the Collateral described therein. In the case of the Pledged Stock and Intercompany Notes described in the Guarantee and Collateral Agreement that are securities represented by Agreement, when the Collateral Agent obtains control of stock certificates or otherwise constituting certificated securities within the meaning of Section 8-102(a)(15) of the UCC or the corresponding code or statute of any other applicable jurisdiction (“Certificated Securities”), when certificates representing such certificated Pledged Stock are delivered to and Intercompany Notes (together with the Lenderappropriate stock powers or other appropriate transfer forms for such certificates executed in blank), and in the case of the other Collateral constituting personal property described in the Guarantee and Collateral AgreementAgreement and the other U.S. Security Documents (other than the U.S. Mortgages), when (i) financing statements statements, releases and other filings specified on Schedule 4.19 in appropriate form are filed 3 of the Guarantee and Collateral Agreement or specified in the offices applicable other U.S Security Documents are or have been filed and recorded, (ii) other actions specified on Schedule 4.193 of the Guarantee and Collateral Agreement or specified in the applicable other U.S. Security Documents are taken and (iii) all applicable filings are made in the Register of Personal and Moveable Real Rights in Quebec, the Lender shall Collateral Agent shall, except as otherwise set forth in the U.S. Security Documents (other than the U.S. Mortgages) have a fully perfected Lien on, and security interest (or hypothec, if applicable) in, all right, title and interest of the Loan Parties in such Collateral and the proceeds thereofCollateral, as security for the Obligations, in which a security interest may be perfected 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 UCC or upon the receipt and recording of an Intellectual Property Security Agreement with the USCRO or the USPTO, as applicable, in each case, case prior and superior in right to any other Person person (except, in the case of Collateral other than the Pledged Stock, Liens permitted by Section 7.2 or in the case of Collateral that is Pledged Stock, Liens permitted by Section 7.2 which arise by operation of law6.04). . (b) Each of the U.S. Mortgages delivered after the Closing Date will be, upon execution, is effective to create in favor of the Lender Collateral Agent, for the benefit of the Secured Parties, a legal, valid and enforceable (except as enforceability may be limited by bankruptcy, insolvency, moratorium, reorganization or other similar laws affecting creditors' rights generally and except as enforceability may be limited by general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law)) Lien on the Mortgaged Properties described therein and proceeds thereof, and when or if the U.S. Mortgages and related fixture filings are or have been filed in the offices for the applicable jurisdictions in which the Mortgaged Properties are locatedspecified therein, each such Mortgage shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in the U.S. Mortgaged Properties and the proceeds thereofencumbered by such U.S. Mortgages, as security for the Obligations (as defined in the relevant U.S. Mortgage), in each case, case prior and superior in right to any other Person person (subject to except Liens permitted by Section 7.26.04). (c) The Canadian Guarantee and Collateral Agreement is, and each of the other Canadian Security Documents (other than the Canadian Mortgages) will upon execution and delivery thereof be, effective to create in favor of the Canadian Collateral Agent, for the benefit of the Canadian Lenders, a legal, valid and enforceable (except as enforceability may be limited by bankruptcy, insolvency, moratorium, reorganization or other similar laws affecting creditors' rights generally and except as enforceability may be limited by general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law)) security interest (or hypothec, if applicable) in the Collateral described therein. In the case of the Pledged Stock and Intercompany Notes described in the Canadian Guarantee and Collateral Agreement, when stock certificates representing such certificated Pledged Stock and Intercompany Notes (together with the appropriate stock powers or other appropriate transfer forms for such certificates executed in blank) are delivered to the Canadian Collateral Agent, and in the case of the other Collateral described in the Canadian Guarantee and Collateral Agreement and the other Canadian Security Documents (other than the Canadian Mortgages), when (i) financing statements, releases and other filings specified on Schedule 3 of the Canadian Guarantee and Collateral Agreement or specified in the applicable other Canadian Security Documents are filed and recorded, (ii) other actions specified on Schedule 3 of the Canadian Guarantee and Collateral Agreement or specified in the other applicable Canadian Security Documents are taken and (iii) all applicable filings are made in the Register of Personal and Moveable Real Rights in Quebec, the Canadian Collateral Agent shall, except as otherwise set forth in the Canadian Security Documents (other than the Canadian Mortgages), have a fully perfected Lien on, and security interest (or hypothec, if applicable) in, all right, title and interest of the Loan Parties in such Collateral, as security for the Canadian Obligations (as defined in the Canadian Guarantee and Collateral Agreement), in each case prior and superior in right to any other person (except, in the case of Collateral other than the Pledged Stock, Liens permitted by Section 6.04). (d) Each of the Canadian Mortgages will upon delivery thereof in accordance with Section 5.17(a) be effective to create in favor of the Canadian Collateral Agent, for the benefit of the Canadian Lenders, a legal, valid and enforceable (except as enforceability may be limited by bankruptcy, insolvency, moratorium, reorganization or other similar laws affecting creditors' rights generally and except as enforceability may be limited by general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law)) Lien on the Canadian Mortgaged Properties described therein and proceeds thereof, and when the Canadian Mortgages and related fixture filings are filed in the offices specified therein, each such Canadian Mortgage shall constitute a fully perfected Lien on, and security interest (or hypothec, if applicable) in, all right, title and interest of the Loan Parties in the Canadian Mortgaged Properties encumbered by such Canadian Mortgages, as security for the Canadian Obligations (as defined in the relevant Canadian Mortgage), in each case prior and superior in right to any other person (except Liens permitted by Section 6.04). (e) Notwithstanding the foregoing, the representations and warranties set forth in this Section 3.08 shall not be required to be made with respect to any item of property unless and until such item of property becomes Collateral under a Security Document in accordance with this Agreement.

Security Documents. Subject to the time periods set forth in Schedule 5.2, the Guarantee and Collateral Agreement is effective to create in favor of the Lender a legal, valid and enforceable security interest in the Collateral described therein and proceeds thereof, except Except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting the enforcement of creditors’ rights generally or by general equitable principles (whether enforcement is sought by proceedings in equity or at law). In the case of the Pledged Stock described in the Guarantee and Collateral 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 or the corresponding code or statute of any other applicable jurisdiction (“Certificated Securities”), when certificates representing such Pledged Stock are delivered to the Lender, and in the case of the other Collateral constituting personal property described in the Guarantee and Collateral Agreement, when financing statements and other filings specified on Schedule 4.19 in appropriate form are filed in the offices specified on Schedule 4.19next sentence, the Lender shall Security Documents have a fully perfected Lien onbeen, and security interest in, all right, title and interest or as of the Loan Parties in such Collateral and the proceeds thereof, as security for the Obligations, in which a security interest may be perfected 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 UCC or upon the receipt and recording of an Intellectual Property Security Agreement with the USCRO or the USPTO, as applicable, in each case, prior and superior in right to any other Person (except, in the case of Collateral other than Pledged Stock, Liens permitted by Section 7.2 or in the case of Collateral that is Pledged Stock, Liens permitted by Section 7.2 which arise by operation of law). Each of the Mortgages delivered after the Closing Date will be, upon executionduly authorized, effective executed and delivered by the Company and the Guarantors (to create in favor the extent each is a party thereto), conform, or as of the Lender a Closing Date will conform, to the description thereof contained in the Disclosure Package and the Final Offering Circular and constitute, or as of the Closing Date will constitute, legal, valid and binding instruments enforceable Lien on against the Mortgaged Properties described therein Company and proceeds thereofthe Guarantors (to the extent each is a party thereto) in accordance with their terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles. The Company and the Guarantors (to the extent each is a party thereto) have taken reasonable best efforts to prepare, execute and deliver certain other Security Documents (i) covering the pledge of the Company’s equity interest in foreign Subsidiaries, (ii) granting second lien mortgages over certain real property owned by the Company and/or Guarantors and (iii) granting the Collateral Trustee control over certain securities accounts and deposit accounts of the Company and the Guarantors in connection with the issuance of the Offered Securities, and when will duly execute and deliver such other Security Documents no later than 120 days following the Mortgages are filed in Closing Date. Upon the offices for execution and delivery of such other Security Documents, such other Security Documents will constitute legal, valid and binding instruments enforceable against the applicable jurisdictions in which the Mortgaged Properties are located, each such Mortgage shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in the Mortgaged Properties Company and the proceeds thereofGuarantors (to the extent each is a party thereto) in accordance with their terms, as security for the Obligations (as defined in the relevant Mortgage), in each case, prior and superior in right to any other Person (subject to Liens permitted by Section 7.2)bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles.

Security Documents. Subject to Section 5.16, the time periods set forth in Schedule 5.2Administrative Agent shall have received the U.S. Security Agreement, the U.S. Pledge Agreement, the Guarantee Agreement and Collateral Agreement is effective to create in favor each of the Lender Security Agreements and Pledge Agreements listed on Schedule 4.01(g), duly executed and delivered by the respective Loan Parties party thereto, together with the following: (i) all certificates representing all the outstanding shares of Equity Interests of the Borrowers and each Subsidiary owned by or on behalf of any Loan Party as of the Closing Date and required to be pledged under the Pledge Agreements (except that stock certificates representing shares of common stock of a legal, valid and enforceable security interest in the Collateral described therein and proceeds thereof, except as enforceability may Foreign Subsidiary that is a CFC shall be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting the enforcement of creditors’ rights generally or by general equitable principles (whether enforcement is sought by proceedings in equity or at law). In the case 65% of the Pledged Stock described voting Equity Interests and 100% of all other Equity Interests of such first-tier Foreign Subsidiary), all promissory notes evidencing intercompany Indebtedness owed to any Loan Party as of the Closing Date, and stock powers and instruments of transfer, endorsed in the Guarantee and Collateral Agreement that are securities represented by blank, with respect to such stock certificates or otherwise constituting certificated securities within the meaning of Section 8-102(a)(15and promissory notes; (ii) of the UCC or the corresponding code or statute of any other applicable jurisdiction (“Certificated Securities”)all documents and instruments, when certificates representing such Pledged Stock are delivered to the Lender, and in the case of the other Collateral constituting personal property described in the Guarantee and Collateral Agreement, when including Uniform Commercial Code financing statements and other filings specified on Schedule 4.19 in appropriate form are filed in the offices specified on Schedule 4.19, the Lender shall have a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral and the proceeds thereof, as security for the Obligations, in which a security interest may be perfected 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 UCC or upon the receipt and recording of an Intellectual Property Security Agreement with the USCRO or the USPTO, as applicable(or, in each case, prior the foreign equivalents thereof, if applicable), required by law or reasonably requested by the Administrative Agent to be filed, registered or recorded to create or perfect the Liens on the Collateral owned or to be acquired on or before the Closing Date and superior in right intended to any other Person be created under the Security Agreements and the Pledge Agreements; (exceptiii) a completed Perfection Certificate dated the Closing Date and signed by an executive officer or Financial Officer of the U.S. Borrower, together with all attachments contemplated thereby, including the results of a search of the Uniform Commercial Code (or equivalent) filings made with respect to the Loan Parties, in the case jurisdictions contemplated by the Perfection Certificate and copies of Collateral other than Pledged Stock, the financing statements (or similar documents) disclosed by such search and evidence reasonably satisfactory to the Administrative Agent that the Liens indicated by such financing statements (or similar documents) are permitted by Section 7.2 6.02 or have been released or should be released upon the funding of the Loans and, for each Loan Party incorporated in the case Cayman Islands, a copy of Collateral the register of mortgages and charges of such Loan Party; (iv) Mortgages covering the Mortgaged Properties (except for the real property subject to the German Land Charge), duly executed by Parent, the Borrowers or the applicable Subsidiary Loan Party, together with: (A) evidence that is Pledged Stock, Liens permitted by Section 7.2 which arise by operation of law). Each counterparts of the Mortgages have been duly executed, acknowledged and delivered after and are in form suitable for filing or recording in all filing or recording offices that the Closing Date will be, upon execution, effective Administrative Agent may deem necessary or desirable in order to create a valid first (subject to Permitted Encumbrances and all Liens permitted under Section 6.02 with respect to the property in question) subsisting Lien on the property described therein in favor of the Lender Collateral Agent for the benefit of the Secured Parties and that all filing and recording taxes and fees necessary to record the Mortgages in the applicable recording offices have been paid; (B) with respect to the Mortgaged Properties, fully paid title insurance policies from a legal, valid and enforceable Lien on carrier reasonably acceptable to the Administrative Agent (the “Mortgage Policies”) insuring the Mortgages of the Mortgaged Properties to be valid first and subsisting Liens on the property described therein therein, free and proceeds thereofclear of all defects and encumbrances other than Permitted Encumbrances and all Liens permitted under Section 6.02 with respect to the property in question, and when providing for such other customary affirmative insurance (including endorsements for future advances under the Loan Documents and for mechanics’ and materialmen’s Liens) and such direct access reinsurance as the Administrative Agent may reasonably deem necessary or desirable; (C) to the extent reasonably requested by the Administrative Agent, favorable opinions of local counsel to Parent, the Borrowers and the Subsidiaries with respect to the Mortgaged Properties, in form and substance reasonably satisfactory to the Administrative Agent; (D) evidence of flood insurance with respect to each Flood Hazard Property that is located in a community that participates in the National Flood Insurance Program, in each case in compliance with any applicable regulations of the Board of Governors of the Federal Reserve System, in form and substance reasonably satisfactory to Collateral Agent; and (E) with respect to the Mortgaged Properties, such other consents, agreements and confirmations of third parties as the Administrative Agent may deem reasonably necessary or desirable and evidence that all other actions that the Administrative Agent may deem reasonably necessary or desirable in order to create valid and first subsisting Liens (subject to the Liens permitted under this Agreement) on the property described in the Mortgages are filed in the offices for the applicable jurisdictions in which the Mortgaged Properties are locatedhas been taken; provided, each such Mortgage shall constitute a fully perfected Lien onhowever, and security interest in, all right, title and interest of that if the Loan Parties are unable to deliver one or more of the items or complete one or more of the actions described in the Mortgaged Properties this Section 4.01(g)(iv) after using their commercially reasonable efforts to do so, delivery of such undelivered items and completion of such actions shall not be a condition precedent under this Section 4.01, and Parent and the proceeds thereof, as security for Borrowers hereby agree to deliver such items to the Obligations (as defined in Collateral Agent and complete such actions with respect to the relevant Mortgage), Mortgaged Property within 90 days after the Closing Date; provided further that in each case, prior the Collateral Agent may, in its reasonable discretion, grant extensions of such time period; (v) evidence that all other action that the Administrative Agent may deem necessary or desirable in order to perfect and superior in right to any other Person (subject to Liens permitted by Section 7.2)protect the first priority liens and security interests created under the Security Documents has been taken.

Security Documents. Subject to the time periods set forth in Schedule 5.2, the Guarantee and Collateral (a) Each Pledge Agreement is effective to create creates in favor of the Lender applicable Collateral Agent, for the benefit of the Secured Parties referred to therein, a legal, valid valid, continuing and enforceable security interest in the Collateral described therein and proceeds thereof(as defined in such Pledge Agreement), except as the enforceability may be limited by of which is subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting the enforcement of creditors’ ' rights generally or by and subject to general equitable principles (of equity, regardless of whether enforcement is sought by proceedings considered in a proceeding in equity or at law). In the case of , and the Pledged Stock described (as defined in such Pledge Agreement) has been delivered to such Collateral Agent (together with stock powers or other appropriate instruments of transfer executed in blank form). The Collateral Agent has a fully perfected first priority Lien on, and security interest in, to and under all right, title and interest of each pledgor thereunder in such Collateral, and such security interest is in each case prior and superior in right and interest to any other Person. (b) Each of the Security Agreements creates in favor of the applicable Collateral Agent, for the benefit of the Secured Parties referred to therein, a legal, valid, continuing and enforceable security interest in the Guarantee and Collateral 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 or the corresponding code or statute of any other applicable jurisdiction (“Certificated Securities”as defined in such Security Agreement), when certificates representing such Pledged Stock are delivered the enforceability of which is subject to the Lenderapplicable 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 the other Collateral constituting personal property described a proceeding in the Guarantee and Collateral Agreementequity or at law. The financing statements, when financing statements releases and other filings specified set forth on Schedule 4.19 3.15(b) are in appropriate form are and have been or will be filed in the offices specified on Schedule 4.19, 6 to the Lender shall Perfection Certificate. Upon such filings such Collateral Agent will have a fully perfected Lien on, and security interest in, to and under all right, title and interest of the Loan Parties grantors thereunder in such all Collateral and the proceeds thereof, as security for the Obligations, in which a security interest that may be perfected by filing, recording or registering a financing statement or analogous document (including without limitation the proceeds of such Collateral subject to the limitations relating to such proceeds in the United States (or any political subdivision thereof) UCC and its territories and possessions pursuant to the PPSA), under the UCC or upon the receipt and recording of an Intellectual Property Security Agreement with the USCRO or the USPTO, as applicable, PPSA (in each case, case in effect on the date this representation is made) in each case prior and superior in right to any other Person (except, in the case of Collateral other than Pledged Stock, with respect to Liens expressly permitted by Section 7.2 or 6.02 hereof. (c) When the U.S. Security Agreement is filed in the case of Collateral that is Pledged Stock, Liens permitted by Section 7.2 which arise by operation of law). Each of United States Patent and Trademark Office and the Mortgages delivered after the Closing Date will be, upon execution, effective to create in favor of the Lender a legal, valid and enforceable Lien on the Mortgaged Properties described therein and proceeds thereof, United States Copyright Office and when the Mortgages financing statements, releases and other filings set forth on Schedule 3.15(c) in appropriate form are filed in the offices for specified on Schedule 6 to the applicable jurisdictions in which Perfection Certificate, the Mortgaged Properties are located, each such Mortgage U.S. Security Agreement shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the applicable U.S. Loan Parties in the Mortgaged Properties and the proceeds thereof, as security for the Obligations Intellectual Property (as defined in the relevant Mortgage)U.S. Security Agreement) 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, case prior and superior in right to any other Person (subject other than with respect to Liens expressly permitted by Section 7.26.02 hereof (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 Loan Parties after the date hereof). (d) When the Canadian Security Agreement or notice thereof is filed in the Canadian Patent and Canadian Trade Marks Office, and when the financing statements set forth on Schedule 3.15(d) in appropriate form are filed in the offices specified in Schedule 6 to the Perfection Certificate, the Canadian Security Agreement shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the applicable Canadian Loan Parties in the Intellectual Property (as defined in the Canadian Security Agreement) in which a security interest may be perfected by filing, recording or registering a security agreement, financing statement or analogous document pursuant to the Ontario Personal Property Security Act in each case prior and superior in right to any other Person other than with respect to Liens expressly permitted by Section 6.02 hereof (it being understood that subsequent recordings in the Canadian Patent Office and the Canadian Trade Marks Office may be necessary to record notice of a security interest on Intellectual Property (as defined in the Canadian Security Agreement) acquired by the Loan Parties after the date hereof). (e) [Reserved]. (f) With respect to each "deposit account" and "securities account" (each as defined the UCC) maintained by a Loan Party and for which a control arrangement has been obtained in favor of the applicable Collateral Agent in connection with the Existing Credit Agreement, each such "deposit account" and "securities account" (each as defined the UCC) has been pledged to the applicable Collateral Agent pursuant to the U.S. Security Agreement.

Security Documents. Subject to (a) Each of the time periods set forth in Schedule 5.2, the Guarantee and Collateral Agreement Security Documents is effective to create and/or record in favor of the Lender Administrative Agent, for the benefit of the relevant Secured Parties, a legal, valid and enforceable security interest in the Collateral described therein and proceeds thereof, except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting the enforcement of creditors’ rights generally or by general equitable principles (whether enforcement is sought by proceedings in equity or at law). In the case of (i) the Pledged Capital Stock described in the Guarantee and Collateral a Security Agreement that are securities represented by stock certificates or otherwise constituting certificated securities within the meaning of Section 8-102(a)(15) of the New York UCC or the corresponding code or statute of any other applicable jurisdiction jurisdiction, including the PPSA (the “Certificated Securities”), when certificates representing such Pledged Capital Stock are delivered to the LenderAdministrative Agent (provided that, in the case of a jurisdiction outside the United States, applicable law provides for perfection of a lien on Certificated Securities by delivery of such Certificated Securities to a Secured Party), and (ii) in the case of the other Collateral not described in clause (i) constituting personal property described in the Guarantee and Collateral AgreementSecurity Agreements, when financing statements and other filings filings, agreements and actions specified on Schedule 4.19 3.16(a) in appropriate form are executed and delivered, performed or filed in the offices specified on Schedule 4.193.16(a), as the case may be, the Lender Administrative Agent, for the benefit of the relevant Secured Parties, shall have a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral and the proceeds thereof, as security for the relevant Finance Obligations, in which a security interest may be perfected 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 UCC or upon the receipt and recording of an Intellectual Property Security Agreement with the USCRO or the USPTO, as applicable, in each case, case prior and superior in right to any other Person (except, in the case of Collateral other Permitted Priority Liens). Other than Pledged Stockas set forth on Schedule 3.16(a), Liens permitted by Section 7.2 as of the Closing Date, none of the Capital Stock of any Borrower or Subsidiary Guarantor that is a limited liability company or partnership is a Certificated Security (as defined in the case of Collateral that is Pledged Stock, Liens permitted by Section 7.2 which arise by operation of lawU.S. Security Agreement). . (b) Each of the Mortgages delivered on or after the Closing Date is, or upon execution and recording will be, upon execution, effective to create in favor of the Lender Administrative Agent, for the benefit of the relevant Secured Parties, a legal, valid and enforceable Lien on the Mortgaged Properties described therein and proceeds thereof, and when the Mortgages are filed in the recording offices for the applicable jurisdictions in which the Mortgaged Properties are located, each such Mortgage shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in the Mortgaged Properties and the proceeds thereof, as security for the Finance Obligations (as defined in the relevant Mortgage), in each case, case prior and superior in right to any other Person (subject to Liens permitted other than holders of Permitted Priority Liens. Schedule 1.1B lists, as of the Closing Date, each parcel of Material Property located in the United States and held by Section 7.2)any Loan Party.

Security Documents. Subject to the time periods set forth in Schedule 5.2, the Guarantee and Collateral (a) The Security Agreement is effective to create creates in favor of the Lender Collateral Agent, for the benefit of the Secured Parties referred to therein, a legal, valid valid, continuing and enforceable security interest in the Collateral described therein Pledged Securities and proceeds thereofIntercompany Notes (in each case as defined in the Security Agreement), except as the enforceability may be limited by of which is subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting the enforcement of creditors’ rights generally or by and subject to general equitable principles (of equity, regardless of whether enforcement is sought by proceedings considered in a proceeding in equity or at law). In the case of , and the Pledged Stock described Securities and Intercompany Notes (in each case as defined in the Guarantee and Collateral Agreement that are securities represented by stock certificates or otherwise constituting certificated securities within the meaning of Section 8-102(a)(15Security Agreement) of the UCC or the corresponding code or statute of any other applicable jurisdiction (“Certificated Securities”), when certificates representing such Pledged Stock are have been delivered to the LenderCollateral Agent (together with stock powers or other appropriate instruments of transfer executed in blank form). The Collateral Agent has a fully perfected first priority Lien on, and security interest in, to and under all right, title and interest of each pledgor thereunder in such Collateral, and such security interest is in each case prior and superior in right and interest to any other Person other than Permitted Encumbrances entitled to priority by operation of law. (b) The Security Agreement creates in favor of the Collateral Agent, for the benefit of the Secured Parties referred to therein, a legal, valid, continuing and enforceable security interest in the case Collateral, the enforceability of the which is subject to applicable bankruptcy, insolvency, reorganization, moratorium or other Collateral constituting personal property described laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in the Guarantee and Collateral Agreementa proceeding in equity or at law. The financing statements, when financing statements releases and other filings specified on Schedule 4.19 are in appropriate form are and have been or will be filed in the offices specified on Schedule 4.19in the Perfection Certificate. Upon such filings and/or the obtaining of “control” (as defined in the UCC), the Lender shall Collateral Agent will have a fully perfected Lien on, and security interest in, to and under all right, title and interest of the Loan Parties grantors thereunder in such all Collateral and the proceeds thereof, as security for the Obligations, in which a security interest that may be perfected by filing, recording or registering a financing statement or analogous document (including without limitation the proceeds of such Collateral subject to the limitations relating to such proceeds in the United States (UCC) or any political subdivision thereof) and its territories and possessions pursuant to by obtaining control, under the UCC or upon (in effect on the receipt and recording of an Intellectual Property Security Agreement with the USCRO or the USPTO, as applicable, date this representation is made) in each case, case prior and superior in right to any other Person (except, in the case of Collateral other than Pledged Stock, Liens permitted by Section 7.2 or in the case of Collateral that is Pledged Stock, Liens permitted by Section 7.2 which arise Permitted Encumbrances entitled to priority by operation of law). Each of . (c) When the Mortgages delivered after Intellectual Property Security Agreements are filed in the Closing Date will be, upon execution, effective to create in favor of United States Patent and Trademark Office and the Lender a legal, valid and enforceable Lien on the Mortgaged Properties described therein and proceeds thereof, United States Copyright Office and when the Mortgages financing statements, releases and other filings in appropriate form are filed in the offices for specified on the applicable jurisdictions in which Perfection Certificate, the Mortgaged Properties are located, each such Mortgage Security Agreement shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the applicable Loan Parties in the Mortgaged Properties and the proceeds thereof, as security for the Obligations Intellectual Property Collateral (as defined in the relevant Mortgage)Security Agreement) 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, case prior and superior in right to any other Person (subject it being understood that subsequent recordings in the United States Patent and Trademark Office and the United States Copyright Office may be necessary to Liens permitted perfect a Lien on registered trademarks, trademark applications and copyrights acquired by Section 7.2)the Loan Parties after the Third Amendment Effective Date) other than Permitted Encumbrances entitled to priority by operation of law.

Security Documents. Subject to the time periods set forth in Schedule 5.2, the Guarantee and Collateral (a) [RESERVED]. (b) The Security Agreement is effective to create creates in favor of the Lender Agent, for the benefit of the Secured Parties referred to therein, a legal, valid valid, continuing and enforceable security interest in the Collateral described therein and proceeds thereof(as defined in the Security Agreement), except as the enforceability may be limited by of which is subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting the enforcement of creditors’ rights generally or by and subject to general equitable principles (of equity, regardless of whether enforcement is sought by proceedings considered in a proceeding in equity or at law). In the case of the Pledged Stock described in the Guarantee and Collateral 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 or the corresponding code or statute of any other applicable jurisdiction (“Certificated Securities”)The financing statements, when certificates representing such Pledged Stock are delivered to the Lender, and in the case of the other Collateral constituting personal property described in the Guarantee and Collateral Agreement, when 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 by filing, recording or registering a financing statement or analogous document (including without limitation the proceeds of such Collateral subject to the limitations relating to such proceeds in the UCC) or by obtaining control, under the UCC (in effect on Schedule 4.19 the date this representation is made) in each case prior and superior in right to any other Person, other than holders of Permitted Encumbrances having priority by operation of applicable Law. (c) When the Intellectual Property Security Agreement is filed in the United States Patent and Trademark Office and the United States Copyright Office and when financing statements, releases and other filings in appropriate form are filed in the offices specified on in Schedule 4.19II of the Security Agreement, the Lender Agent shall have a fully perfected Lien on, and security interest in, all right, title and interest of the applicable Loan Parties in such Collateral and the proceeds thereof, Intellectual Property (as security for defined in the Obligations, Security Agreement) 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 (or any political subdivision thereof) Patent and its territories and possessions pursuant to the UCC or upon the receipt and recording of an Intellectual Property Security Agreement with the USCRO Trademark Office or the USPTOUnited States Copyright Office, as applicable, in each case, case prior and superior in right to any other Person (except, it being understood that subsequent recordings in the case of Collateral 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 Loan Parties after the Closing Date), other than Pledged Stock, Liens permitted by Section 7.2 or in the case holders of Collateral that is Pledged Stock, Liens permitted by Section 7.2 which arise Permitted Encumbrances having priority by operation of law). Each of the Mortgages delivered after the Closing Date will be, upon execution, effective to create in favor of the Lender a legal, valid and enforceable Lien on the Mortgaged Properties described therein and proceeds thereof, and when the Mortgages are filed in the offices for the applicable jurisdictions in which the Mortgaged Properties are located, each such Mortgage shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in the Mortgaged Properties and the proceeds thereof, as security for the Obligations (as defined in the relevant Mortgage), in each case, prior and superior in right to any other Person (subject to Liens permitted by Section 7.2)Law.

Security Documents. Subject to (a) Each of the time periods set forth in Schedule 5.2, the Guarantee and Collateral Agreement Security Documents is effective to create in favor of the Lender Collateral Agent, for the benefit of the Secured Parties, a legal, valid and enforceable first priority security interest (subject only to the ABL/Term Loan Intercreditor Agreement and Liens permitted hereunder) in the Collateral described therein and proceeds thereof, except as the enforceability may be limited by of which is subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting the enforcement of creditors’ rights generally or by and subject to general equitable principles (of equity, regardless of whether enforcement is sought by proceedings considered in a proceeding in equity or at law). In the case of (i) the Pledged Capital Stock described in the Guarantee and Collateral Security Agreement that are securities represented by stock certificates or otherwise constituting certificated securities within the meaning of Section 8-102(a)(15) of the New York UCC or the corresponding code or statute of any other applicable jurisdiction (“Certificated Securities”), when certificates representing such Pledged Capital Stock are delivered to the LenderCollateral Agent along with instruments of transfer in blank or endorsed to the Collateral Agent, and in the case of (ii) the other Collateral described in clause (i) constituting personal property described in the Guarantee and Collateral Security Agreement, when financing statements and other filings filings, agreements and actions specified on Schedule 4.19 5.19(a) in appropriate form are executed and delivered, performed or filed in the offices specified on Schedule 4.195.19(a), as the case may be, the Lender Collateral Agent, for the benefit of the Secured Parties, shall have a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such all Collateral and the proceeds thereof, as security for the Obligations, in which a security interest that may be perfected by filing, recording or registering a financing statement or analogous document in and the United States proceeds thereof (or any political subdivision thereof) and its territories and possessions pursuant to the UCC extent such Liens may be perfected by possession of the Certificated Securities by the Collateral Agent or upon such filings, agreements or other actions or perfection is otherwise required by the receipt and recording terms of an Intellectual Property Security Agreement with the USCRO or the USPTOany Loan Document), as applicablesecurity for the Obligations, in each case, case prior and superior in right to any other Person (except, in the case of Collateral other than Pledged Stock, Liens permitted by Section 7.2 hereunder). Other than as set forth on Schedule 5.19(a), as of the Closing Date, none of the Capital Stock of the Borrower or in the case of Collateral any Subsidiary Guarantor that is Pledged Stock, Liens permitted by Section 7.2 which arise by operation of law). a limited liability company or partnership is a Certificated Security. (b) Each of the Mortgages delivered after the Closing Date pursuant to Section 7.08(b) is, or upon execution and recording will be, upon execution, effective to create in favor of the Lender Collateral Agent, for the benefit of the Secured Parties, a legal, valid and enforceable Lien on the Mortgaged Properties described therein and proceeds thereof, the enforceability of which is subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and when subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law. When the Mortgages are filed recorded in the recording offices for the applicable jurisdictions in which the Mortgaged Properties are located, each such Mortgage shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in the Mortgaged Properties and the proceeds thereof, as security for the Obligations (as defined in the relevant Mortgage), in each case, case prior and superior in right to any other Person (subject to other than holders of Liens permitted hereunder. The UCC fixture filings on form UCC-1 for filing under the UCC in the appropriate jurisdictions in which the Mortgaged Properties covered by Section 7.2the applicable Mortgages are located, will be effective upon filing to create in favor of the Collateral Agent, for the benefit of the Secured Parties, a legal, valid and enforceable security interest in the fixtures created by the Mortgages and described therein, and when the UCC fixture filings are filed in the recording offices for the applicable jurisdictions in which the Mortgaged Properties are located, each such UCC fixture filing shall constitute a fully perfected security interest in the fixtures, as security for the Obligations (as defined in the relevant Mortgage), in each case prior and superior in right to any other Person other than holders of Liens permitted hereunder. Schedule 5.19(b) lists, as of the Closing Date, each parcel of owned real property located in the United States and held by Holdings or any of its Restricted Subsidiaries.

Security Documents. Subject to (a) Each of the time periods set forth in Schedule 5.2, the Guarantee and Collateral Agreement Security Documents is effective to create in favor of the Lender Collateral Agent, for the benefit of the Secured Parties, a legal, valid and enforceable first priority security interest (subject only to the ABL/Term Loan Intercreditor Agreement and Liens permitted hereunder) in the Collateral described therein and proceeds thereof, except as the enforceability may be limited by of which is subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting the enforcement of creditors’ rights generally or by and subject to general equitable principles (of equity, regardless of whether enforcement is sought by proceedings considered in a proceeding in equity or at law). In the case of (i) the Pledged Capital Stock described in the Guarantee and Collateral Security Agreement that are securities represented by stock certificates or otherwise constituting certificated securities within the meaning of Section 8-102(a)(15) of the New York UCC or the corresponding code or statute of any other applicable jurisdiction (“Certificated Securities”), when certificates representing such Pledged Capital Stock are delivered to the LenderCollateral Agent along with instruments of transfer in blank or endorsed to the Collateral Agent, and in the case of (ii) the other Collateral described in clause (i) constituting personal property described in the Guarantee and Collateral Security Agreement, when financing statements and other filings filings, agreements and actions specified on Schedule 4.19 5.19(a) in appropriate form are executed and delivered, performed or filed in the offices specified on Schedule 4.195.19(a), as the case may be, the Lender Collateral Agent, for the benefit of the Secured Parties, shall have a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such all Collateral and the proceeds thereof, as security for the Obligations, in which a security interest that may be perfected by filing, recording or registering a financing statement or analogous document in and the United States proceeds thereof (or any political subdivision thereof) and its territories and possessions pursuant to the UCC extent such Liens may be perfected by possession of the Certificated Securities by the Collateral Agent or upon such filings, agreements or other actions or perfection is otherwise required by the receipt and recording terms of an Intellectual Property Security Agreement with the USCRO or the USPTOany Loan Document), as applicablesecurity for the Obligations, in each case, case prior and superior in right to any other Person (except, in the case of Collateral other ▇▇▇▇▇ permitted hereunder). Other than Pledged Stockas set forth on Schedule 5.19(a), Liens permitted by Section 7.2 as of the Sixth Amendment Effective Date, none of the Capital Stock of the Borrower or in the case of Collateral any Subsidiary Guarantor that is Pledged Stock, Liens permitted by Section 7.2 which arise by operation of law). a limited liability company or partnership is a Certificated Security. (b) Each of the Mortgages delivered after the Closing Date pursuant to Section 7.08(b) is, or upon execution and recording will be, upon execution, effective to create in favor of the Lender Collateral Agent, for the benefit of the Secured Parties, a legal, valid and enforceable Lien on the Mortgaged Properties described therein and proceeds thereof, the enforceability of which is subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and when subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law. When the Mortgages are filed recorded in the recording offices for the applicable jurisdictions in which the Mortgaged Properties are located, each such Mortgage shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in the Mortgaged Properties and the proceeds thereof, as security for the Obligations (as defined in the relevant Mortgage), in each case, case prior and superior in right to any other Person (subject to other than holders of Liens permitted hereunder. The UCC fixture filings on form UCC-1 for filing under the UCC in the appropriate jurisdictions in which the Mortgaged Properties covered by Section 7.2the applicable Mortgages are located, will be effective upon filing to create in favor of the Collateral Agent, for the benefit of the Secured Parties, a legal, valid and enforceable security interest in the fixtures created by the Mortgages and described therein, and when the UCC fixture filings are filed in the recording offices for the applicable jurisdictions in which the Mortgaged Properties are located, each such UCC fixture filing shall constitute a fully perfected security interest in the fixtures, as security for the Obligations (as defined in the relevant Mortgage), in each case prior and superior in right to any other Person other than holders of Liens permitted hereunder. Schedule 5.19(b) lists, as of the Sixth Amendment Effective Date, each parcel of owned real property located in the United States and held by Holdings or any of its Restricted Subsidiaries.

Security Documents. Subject 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) execute, deliver, and record a mortgage and security agreement and all other agreements, documents, or instruments required or customary to provide Purchaser with a fully perfected security interest and mortgage lien in 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 time periods set forth in Schedule 5.2Northern Pass Transmission Line and the AC Upgrades (collectively, the Guarantee “Purchaser Mortgage”), (b) execute and Collateral Agreement is effective deliver a security agreement and all other agreements, documents, or instruments required or customary to create in favor of the Lender provide Purchaser with a legal, valid and enforceable fully perfected security interest in and to (i) any material contracts entered into in connection with the Collateral described therein Northern Pass Transmission Line or the AC Upgrades, and proceeds thereof(ii) all of Owner’s other assets relating to the Northern Pass Transmission Line and the AC Upgrades, except as enforceability may be limited by bankruptcyincluding all personal property rights, insolvencycontractual rights, reorganizationGovernmental Approvals, moratorium or other similar laws relating rights of Owner to or affecting develop, procure, construct, operate, and maintain the enforcement of creditors’ rights generally or by general equitable principles Northern Pass Transmission Line (whether enforcement is sought by proceedings in equity or at law). In collectively, the case of the Pledged Stock described in the Guarantee and Collateral 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 or the corresponding code or statute of any other applicable jurisdiction (“Certificated SecuritiesSecurity Agreement”), when certificates representing such Pledged Stock are delivered and (c) cause each of its members to the Lender, grant to Purchaser a present and in the case of the other Collateral constituting personal property described in the Guarantee and Collateral Agreement, when financing statements and other filings specified on Schedule 4.19 in appropriate form are filed in the offices specified on Schedule 4.19, the Lender shall have a fully continuing perfected Lien lien on, and security interest in, all right, title and interest of the Loan Parties equity interests in such Collateral Owner (collectively, the “Membership Pledges,” and collectively with the Purchaser Mortgage and the proceeds thereofSecurity Agreement, “Purchaser’s Security Documents”). The Purchaser’s Security Documents shall be based upon the agreements securing Owner’s obligations under the Construction Loan Agreement, but shall not include any representations, warranties, covenants, or restrictions other than those that are reasonably required with respect to the 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 security for may otherwise be reasonably satisfactory to Purchaser, Owner, and the Obligations, in which a security interest Financing Parties. The Purchaser’s Security Documents shall provide that any such document may be perfected assigned by filing, recording or registering a financing statement or analogous document in Purchaser solely to the United States (or any political subdivision thereof) and its territories and possessions assignee of Purchaser pursuant to a permitted assignment of this Agreement. Subject to the UCC rights of any Financing Parties, Owner shall cause the mortgage, liens and security interests created pursuant to Purchaser’s Security Documents (collectively, “Purchaser’s Lien”) to be maintained in full force and effect at all times following the Distribution Date and until the later to occur of the expiration or upon earlier termination of the receipt and recording of an Intellectual Property Security Agreement with the USCRO Term or the USPTOdate on which any accrued but unpaid payment obligation of Owner to Purchaser hereunder shall have been fully, as applicablefinally and indefeasibly satisfied. Promptly following such later date, in each casePurchaser shall release the Purchaser’s Lien. The granting of Purchaser’s Lien shall not be to the exclusion of, prior and superior in right or be construed to limit, the amount of any claims, causes of action or other Person (exceptrights accruing to Purchaser by reason of any breach by Owner under this Agreement, in an Owner Default or the case termination of Collateral other than Pledged Stock, Liens permitted by Section 7.2 or in the case of Collateral that is Pledged Stock, Liens permitted by Section 7.2 which arise by operation of law). Each of the Mortgages delivered after the Closing Date will be, upon execution, effective to create in favor of the Lender a legal, valid and enforceable Lien on the Mortgaged Properties described therein and proceeds thereof, and when the Mortgages are filed in the offices for the applicable jurisdictions in which the Mortgaged Properties are located, each such Mortgage shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in the Mortgaged Properties and the proceeds thereof, as security for the Obligations (as defined in the relevant Mortgage), in each case, prior and superior in right to any other Person (subject to Liens permitted by Section 7.2)this Agreement.

Security Documents. Subject to (a) The provisions of the time periods set forth in Schedule 5.2, the Guarantee and Collateral Agreement is Security Documents are effective to create in favor of the Lender Collateral Agent for the ratable benefit of the Secured Parties a legal, valid and enforceable security Lien in all right, title and interest of each Loan Party party thereto in the Collateral “Collateral” described therein and proceeds thereoftherein, except as enforceability may be limited subject to any Liens permitted by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting the enforcement of creditors’ rights generally or by general equitable principles Section 8.3. (whether enforcement is sought by proceedings in equity or at law). In the case of the Pledged Stock described in the Guarantee and Collateral Agreement that are securities represented by b) When any stock certificates or otherwise constituting certificated securities within the meaning of Section 8-102(a)(15) of the UCC or the corresponding code or statute of any other applicable jurisdiction (“Certificated Securities”), when certificates representing such Pledged Stock Collateral are delivered to the LenderCollateral Agent, and in the case of the other Collateral constituting personal property described in the Guarantee and Collateral Agreement, when proper financing statements and or other applicable filings specified on listed in Schedule 4.19 in appropriate form are 5.16 have been filed in the offices specified on in the jurisdictions listed in Schedule 4.195.16, the Lender Pledge Agreement and the GP Pledge Agreement shall constitute a perfected first Lien on, and security interest in, all right, title and interest of each Loan Party party thereto in the “Pledged Collateral” described therein, subject to any Liens permitted by Section 8.3. (c) When proper financing statements or other applicable filings listed in Schedule 5.16 have been filed in the offices in the jurisdictions listed in Schedule 5.16, the security interest granted under the Security Agreement shall constitute a fully perfected first Lien on, and security interest in, all right, title and interest of in the Borrowers and those Loan Parties party thereto in the portion of the “Collateral” described therein that consists of assets included in the Borrowing Base hereunder, which can be perfected by such filing, subject to any Permitted Borrowing Base Liens. (d) When an Account Control Agreement has been entered into with respect to each Pledged Account, the Security Agreement shall constitute a perfected first Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral and the proceeds thereof, as security for the Obligations, in which a security interest may be perfected by filing, recording or registering a financing statement or analogous document Party thereto in the United States (or any political subdivision thereof) and its territories and possessions pursuant to portion of the UCC or upon the receipt and recording “Collateral” described therein that consists of an Intellectual Property Security Agreement with the USCRO or the USPTO, as applicable, in each casePledged Accounts, prior and superior in right to any other Person (exceptPerson, in the case of Collateral other than Pledged Stock, Liens permitted by Section 7.2 or in the case of Collateral that is Pledged Stock, Liens permitted by Section 7.2 which arise by operation of law). Each of the Mortgages delivered after the Closing Date will be, upon execution, effective to create in favor of the Lender a legal, valid and enforceable Lien on the Mortgaged Properties described therein and proceeds thereof, and when the Mortgages are filed in the offices for the applicable jurisdictions in which the Mortgaged Properties are located, each such Mortgage shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in the Mortgaged Properties and the proceeds thereof, as security for the Obligations (as defined in the relevant Mortgage), in each case, prior and superior in right subject to any other Person (subject to Liens permitted by Section 7.2)Permitted Cash Management Liens.

Security Documents. Subject to the time periods set forth in Schedule 5.2, the (a) The Guarantee and Collateral Agreement is effective to create in favor of the Lender Administrative Agent, for the ratable benefit of the Secured Parties, a legal, valid and enforceable security interest in the Collateral described therein and the proceeds thereof, except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting the enforcement of creditors’ rights generally or by general equitable principles (whether enforcement is sought by proceedings in equity or at law). In the case of the Pledged Stock Stock, if any, described in the Guarantee and Collateral 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 or the corresponding code or statute of any other applicable jurisdiction (“Certificated Securities”), when certificates representing such Pledged Stock are delivered to the LenderAdministrative Agent, and in the case of the other Collateral constituting personal property described in the Guarantee and Collateral Agreement, when financing statements and other filings specified on Schedule 4.19 4.19(a) in 61 appropriate form are filed in the offices specified on Schedule 4.194.19(a), the Lender Administrative Agent, for the benefit of the Secured Parties, shall have a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral and the proceeds thereof, as security for the Obligations, in which a security interest may be perfected 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 UCC or upon the receipt and recording of an Intellectual Property Security Agreement with the USCRO or the USPTO, as applicable, in each case, case prior and superior in right to any other Person (except, in the case of Collateral other than Pledged Stock, Liens permitted by Section 7.2 or in 7.3). As of the case of Collateral Closing Date, no Loan Party that is Pledged Stock, Liens permitted by Section 7.2 which arise by operation of law). Each of the a limited liability company or partnership has any Capital Stock that is a not Certificated Security. (b) Any Mortgages delivered after the Closing Date pursuant to Section 6.12 will be, upon execution, effective to create in favor of the Lender Administrative Agent, for the benefit of the Secured Parties, a legal, valid and enforceable Lien on the Mortgaged Properties described therein and proceeds thereof, and when the Mortgages are filed in the offices for the applicable jurisdictions in which the Mortgaged Properties are located, each such Mortgage shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in the Mortgaged Properties and the proceeds thereof, as security for the Obligations (as defined in the relevant Mortgage), in each case, case prior and superior in right to any other Person (subject to other than Liens permitted by Section 7.2)7.3.

Security Documents. Subject to the time periods set forth in Schedule 5.2, the Guarantee and Collateral (a) The Security Agreement is effective to create creates in favor of the Lender Administrative Agent, for the benefit of the Credit Parties referred to therein, a legal, valid valid, continuing and enforceable security interest in the Collateral described therein and proceeds thereof(as defined in the Security Agreement), except as enforceability may be limited by subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting the enforcement of creditors’ rights generally or by and subject to general equitable principles (of equity, regardless of whether enforcement is sought by proceedings considered in a proceeding in equity or at law). In the case of the Pledged Stock described in the Guarantee and Collateral Agreement that are securities represented by stock certificates or otherwise constituting certificated securities within the meaning of Section 8-102(a)(15. (b) of the UCC or the corresponding code or statute of any other applicable jurisdiction (“Certificated Securities”)The financing statements, when certificates representing such Pledged Stock are delivered to the Lender, and in the case of the other Collateral constituting personal property described in the Guarantee and Collateral Agreement, when 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) or possession, the Administrative Agent will have a perfected Lien on, and security interest in, to and under all right, title and interest of the Loan Parties in all Collateral that may be perfected by filing, recording or registering a financing statement or analogous document (including, without limitation, the proceeds of such Collateral subject to the limitations relating to such proceeds in the UCC) or by obtaining control or possession, under the UCC (in effect on Schedule 4.19 the date this representation is made) in each case, prior and superior in right to any other Person, except for those Permitted Encumbrances that have priority in such Collateral by operation of law 124 and except as to the Term Loan Priority Collateral, for the Liens of the Term Loan Agent to the extent provided in the Term Loan Intercreditor Agreement. (c) When the Security Agreement (or a short form thereof) is filed in the United States Patent and Trademark Office and the United States Copyright Office and when financing statements, releases and other filings in appropriate form are filed in the offices specified on in Schedule 4.19II of the Security Agreement, the Lender Administrative Agent shall have a fully perfected Lien on, and security interest in, all right, title and interest of the applicable Loan Parties in such Collateral and the proceeds thereof, Intellectual Property (as security for defined in the Obligations, Security Agreement) 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 (or any political subdivision thereof) Patent and its territories and possessions pursuant to the UCC or upon the receipt and recording of an Intellectual Property Security Agreement with the USCRO Trademark Office or the USPTOUnited States Copyright Office, as applicable, in each case, case prior and superior in right to any other Person (except, it being understood that subsequent recordings in the case of 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 Loan Parties after the date hereof), except for those Permitted Encumbrances that have priority in such Collateral other than Pledged Stock, Liens permitted by Section 7.2 or in the case of Collateral that is Pledged Stock, Liens permitted by Section 7.2 which arise by operation of law). Each of law and except as to the Term Loan Priority Collateral, as provided in the Term Loan Intercreditor Agreement. (d) Upon the execution and delivery thereof, the Mortgages delivered after the Closing Date will be, upon execution, effective to shall create in favor of the Lender Administrative Agent, for the benefit of the Credit Parties referred to therein, a legal, valid valid, continuing and enforceable Lien on the Mortgaged Properties described therein and proceeds thereofon, and when security interests in, the Real Estate Collateral Property described therein, subject to (i) Permitted Encumbrances and (ii) applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law. Upon the filing or recording of the Mortgages are filed in with the offices for appropriate Governmental Authorities, the applicable jurisdictions in which the Mortgaged Properties are located, each such Mortgage shall constitute Administrative Agent will have a fully perfected Lien on, and security interest in, to and under all right, title and interest of the Loan Parties grantors thereunder in the Mortgaged Properties and all Real Estate Collateral Property that may be perfected by such filing (including, without limitation, the proceeds thereof, as security for the Obligations (as defined in the relevant Mortgageof such Real Estate Collateral Property), in each case, case prior and superior in right to any other Person (subject Person, except for those Permitted Encumbrances that have priority in such Collateral by operation of law and except as to the Term Loan Priority Collateral, for the Liens permitted by Section 7.2)of the Term Loan Agent to the extent provided in the Term Loan Intercreditor Agreement.