Common use of Security Documents Clause in Contracts

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

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

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

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

Security Documents. (a) The Security Agreement is effective to create creates in favor of the Collateral Agent, for the benefit of the Secured Credit Parties, a legal, valid valid, continuing and enforceable security interest in and Lien on the Collateral (as defined in the Security Agreement Collateral andAgreement), when the enforceability of which is subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law. The financing statements, releases and other filings are in appropriate form and have been or will be filed in the offices specified in Schedule II of the Security Agreement. Upon (i) the filing of UCC financing statements statements, naming the Agent as secured party, Domestic Loan Parties as debtors and such Collateral as collateral, in the offices of the Secretaries of States of the States in which the Domestic Loan Parties are incorporated or formed, the Agent will have a perfected Lien on, and security interest in, to and under all right, title and interest of the Domestic Loan Parties in all such Collateral that may be perfected by the filing of a UCC financing statement, (ii) the obtaining of “control” (as defined in the UCC) of any such Collateral, the Agent will have a perfected Lien on, and security interest in, to and under all right, title and interest of the Domestic Loan Parties in all such Collateral that may be perfected by obtaining control, in each case prior and superior in right to any other Person (other than holders of Permitted Encumbrances having priority by operation of Law). (b) When the Security Agreement (or a short form thereof) is filed in the United States Patent and Trademark Office, the United States Copyright Office and the Canadian Intellectual Property Office and when financing statements, releases and other filings in appropriate form are filed in the offices specified on Schedule 6 to the Perfection Certificate and (ii) the Credit Parties have complied with Section 3.03 II of the Security Agreement, the Security Agreement shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the grantors thereunder in such Collateral (other than (A) the Intellectual Property (as defined in the Security Agreement) and (B) such Collateral in which a security interest cannot be perfected under the Uniform Commercial Code as in effect at the relevant time in the relevant jurisdiction), in each case subject to no Liens other than Permitted Liens. (b) When the Security Agreement (including all schedules thereto) or a short-form thereof is filed in the United States Patent and Trademark Office and the United States Copyright Office in the manner prescribed by each office and all actions required under the laws of the state of organization of the relevant Credit Party with respect to the perfection of a security interest in such intangible property are undertaken, the Collateral Agent, for the benefit of the Secured Parties, Agent shall have a fully perfected Lien on, and security interest in, all right, title and interest of the grantors thereunder applicable Loan Parties in the U.S. Intellectual Property Collateral (as defined in the Security AgreementAgreement or the Canadian Security Documents, as applicable) to in which a security interest may be perfected by filing, recording or registering a security agreement, financing statement or analogous document in the fullest extent permitted by lawUnited States Patent and Trademark Office, the United States Copyright Office or the Canadian Intellectual Property Office, as applicable, in each case subject prior and superior in right to no Liens any other than Permitted Liens Person (it being understood that subsequent recordings in the United States Patent and Trademark Office and Office, the United States Copyright Office and the Canadian Intellectual Property Office may be necessary to perfect a Lien on registered trademarks, trademark applications and copyrights acquired by the grantors applicable Loan Parties after the date hereofEffective Date). (c) Each Mortgage executed and delivered as of the Closing Date is, or, to the extent any Mortgage is duly executed and delivered thereafter by the relevant Credit Party, will be, effective to create, The Canadian Security Documents create in favor of the Collateral Agent, for its benefit and the benefit of the Secured Canadian Credit Parties, a legal, valid valid, continuing and enforceable first priority Lien on and security interest in all of the Credit Parties’ right, title and interest in and to the Mortgaged Real Properties thereunder and the proceeds thereof, and when the Mortgages are filed Collateral (as defined in the offices specified on Schedule 1.01(a) (orCanadian Security Documents), the enforceability of which is subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in the case of any Mortgage executed a proceeding in equity or at law. The financing statements, releases and delivered after the date thereof other filings are in accordance with the provisions of Sections 5.11 appropriate form and 5.12, when such Mortgage is have been filed in the offices specified in Schedule II of the local counsel opinion delivered with respect thereto in accordance with General Security Agreement forming part of the provisions of Sections 5.11 and 5.12)Canadian Security Documents. Upon such filings, the Mortgages shall constitute fully Agent will have a perfected Liens Lien on, and security interests interest in, to and under all right, title and interest of the Credit Parties grantors thereunder in all Collateral that may be perfected under the PPSA (in effect on the date this representation is made) by filing, recording or registering a financing statement or analogous document (including without limitation the proceeds of such Collateral subject to the limitations relating to such proceeds in the Mortgaged Real Properties and the proceeds thereofPPSA), in each case prior and superior in right to any other person, other than Prior Liens. (d) Each Security Document Person (other than Mortgages) delivered pursuant to Section 5.11 and Section 5.12 will, upon execution and delivery thereof, be effective to create in favor holders of the Collateral Agent, for the ratable benefit Permitted Encumbrances having priority by operation of the Secured Parties, a legal, valid and enforceable Lien on all of the Credit Parties’ right, title and interest in and to the Collateral thereunder, and when such Security Document is filed or recorded in the appropriate offices as may be required under applicable law, such Security Document will constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Credit Parties in such Security Agreement Collateral, in each case subject to no Liens other than the applicable Permitted LiensLaw).

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

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

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

Security Documents. (a) The Security Agreement is effective to create creates in favor of the Collateral Agent, for the benefit of the Secured Credit Parties, a legal, valid valid, continuing and enforceable security interest in and Lien on the Collateral (as defined in the Security Agreement Collateral andAgreement), when the enforceability of which is subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law. The financing statements, releases and other filings are in appropriate form and have been or will be filed in the offices specified in Schedule II of the Security Agreement. Upon (i) the filing of UCC financing statements statements, naming the Agent as secured party, Domestic Loan Parties as debtors and such Collateral as collateral, in the offices of the Secretaries of States of the States in which the Domestic Loan Parties are incorporated or formed, the Agent will have a perfected Lien on, and security interest in, to and under all right, title and interest of the Domestic Loan Parties in all such Collateral that may be perfected by the filing of a UCC financing statement, (ii) the obtaining of “control” (as defined in the UCC) of any such Collateral, the Agent will have a perfected Lien on, and security interest in, to and under all right, title and interest of the Domestic Loan Parties in all such Collateral that may be perfected by obtaining control, in each case prior and superior in right to any other Person (other than holders of Permitted Encumbrances having priority by operation of Law). (b) When the Security Agreement (or a short form thereof) is filed in the United States Patent and Trademark Office, the United States Copyright Office and the Canadian Intellectual Property Office and when financing statements, releases and other filings in appropriate form are filed in the offices specified on Schedule 6 to the Perfection Certificate and (ii) the Credit Parties have complied with Section 3.03 II of the Security Agreement, the Security Agreement shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the grantors thereunder in such Collateral (other than (A) the Intellectual Property (as defined in the Security Agreement) and (B) such Collateral in which a security interest cannot be perfected under the Uniform Commercial Code as in effect at the relevant time in the relevant jurisdiction), in each case subject to no Liens other than Permitted Liens. (b) When the Security Agreement (including all schedules thereto) or a short-form thereof is filed in the United States Patent and Trademark Office and the United States Copyright Office in the manner prescribed by each office and all actions required under the laws of the state of organization of the relevant Credit Party with respect to the perfection of a security interest in such intangible property are undertaken, the Collateral Agent, for the benefit of the Secured Parties, Agent shall have a fully perfected Lien on, and security interest in, all right, title and interest of the grantors thereunder applicable Loan Parties in the U.S. Intellectual Property Collateral (as defined in the Security AgreementAgreement or the Canadian Security Documents, as applicable) to in which a security interest may be perfected by filing, recording or registering a security agreement, financing statement or analogous document in the fullest extent permitted by lawUnited States Patent and Trademark Office, the United States Copyright Office or the Canadian Intellectual Property Office, as applicable, in each case subject prior and superior in right to no Liens any other than Permitted Liens Person (it being understood that subsequent recordings in the United States Patent and Trademark Office and Office, the United States Copyright Office and the Canadian Intellectual Property Office may be necessary to perfect a Lien on registered trademarks, trademark applications and copyrights acquired by the grantors applicable Loan Parties after the date hereofEffective Date). (c) Each Mortgage executed and delivered as of the Closing Date is, or, to the extent any Mortgage is duly executed and delivered thereafter by the relevant Credit Party, will be, effective to create, The Canadian Security Documents create in favor of the Collateral Agent, for its benefit and the benefit of the Secured Canadian Credit Parties, a legal, valid valid, continuing and enforceable first priority Lien on and security interest in all of the Credit Parties’ right, title and interest in and to the Mortgaged Real Properties thereunder and the proceeds thereof, and when the Mortgages are filed Collateral (as defined in the offices specified on Schedule 1.01(a) (orCanadian Security Documents), the enforceability of which is subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in the case of any Mortgage executed a proceeding in equity or at law. The financing statements, releases and delivered after the date thereof other filings are in accordance with the provisions of Sections 5.11 appropriate form and 5.12, when such Mortgage is have been filed in the offices specified in Schedule II of the local counsel opinion delivered with respect thereto in accordance with General Security Agreement forming part of the provisions of Sections 5.11 and 5.12)Canadian Security Documents. Upon such filings, the Mortgages shall constitute fully Agent will have a perfected Liens Lien on, and security interests interest in, to and under all right, title and interest of the Credit Parties grantors thereunder in all Collateral that may be perfected under the PPSA (in effect on the date this representation is made) by filing, recording or registering a financing statement or analogous document (including without limitation the proceeds of such Collateral subject to the limitations relating to such proceeds in the Mortgaged Real Properties and the proceeds thereofPPSA), in each case prior and superior in right to any other person, Person (other than Prior Liensholders of Permitted Encumbrances having priority by operation of Law). (d) Each Security Document (other than Mortgages) delivered pursuant to Section 5.11 and Section 5.12 will, upon execution and delivery thereof, be effective to The Mortgages create in favor of the Collateral Agent, for the ratable benefit of the Secured Credit Parties, a legal, valid valid, continuing and enforceable Lien on all in the Mortgaged Property (as defined in the Mortgages), the enforceability of which is subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law. Upon the filing or recording of the Credit Parties’ right, title and interest in and to the Collateral thereunder, and when such Security Document is filed or recorded in Mortgages with the appropriate offices as may be required under applicable lawGovernmental Authorities, such Security Document the Agent will constitute have a fully perfected Lien on, and security interest in, to and under all right, title and interest of the Credit Parties grantors thereunder in all Mortgaged Property that may be perfected by such Security Agreement Collateralfiling (including without limitation the proceeds of such Mortgaged Property), in each case subject prior and superior in right to no Liens any other than the applicable Permitted LiensPerson.

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

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

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

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

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

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

Security Documents. (a) The Security Agreement is effective to create in favor of the Collateral Agent, for the benefit of the Secured Parties, a legal, valid and enforceable security interest in and Lien on the Security Agreement Pledged Collateral and, when (i) financing statements and other filings in appropriate form are filed in the offices specified on Schedule 6 3.3 to the Perfection Certificate Security Agreement, and (ii) the Credit Parties have complied with Section 3.03 of Securities Collateral (as defined in the Security Agreement) is delivered to the Collateral Agent, the Security Agreement shall constitute a fully perfected first priority Lien on, and security interest in, all right, title and interest of the grantors thereunder in such Pledged Collateral (other than (A) the Intellectual Property (as defined in the Security Agreement) and (B) such Pledged Collateral in which a security interest cannot be perfected under the Uniform Commercial Code as in effect at the relevant time in the relevant jurisdiction), in each case subject to no Liens other than Permitted Liens. (b) When the Security Agreement (including all schedules thereto) or a short-form thereof is filed in the United States Patent and Trademark Office and the United States Copyright Office in the manner prescribed by each office and all actions required under the laws of the state of organization of the relevant Credit Party with respect to the perfection of a security interest in such intangible property are undertaken, the Collateral Agent, for the benefit of the Secured Parties, shall have a fully perfected Lien on, and security interest in, all right, title and interest of the grantors thereunder in the U.S. Intellectual Property (as defined in the Security Agreement) to the fullest extent permitted by law, in each case subject to no Liens other than Permitted Liens (it being understood that subsequent recordings in the United States Patent and Trademark Office and the United States Copyright Office may be necessary to perfect a Lien on registered trademarks, trademark applications and copyrights acquired by the grantors after the date hereof). (c) Each Mortgage executed and delivered as of the Closing Date is, or, to the extent any Mortgage is duly executed and delivered thereafter by the relevant Credit Party, will be, effective to create, in favor of the Collateral Agent, for its benefit and the benefit of the Secured Parties, a legal, valid and enforceable first priority Lien on and security interest in all of the Credit Parties’ right, title and interest in and to the Mortgaged Real Properties thereunder and the proceeds thereof, and when the Mortgages are filed in the offices specified on Schedule 1.01(a) (or, in the case of any Mortgage executed and delivered after the date thereof in accordance with the provisions of Sections 5.11 and 5.12, when such Mortgage is filed in the offices specified in the local counsel opinion delivered with respect thereto in accordance with the provisions of Sections 5.11 and 5.12), the Mortgages shall constitute fully perfected Liens on, and security interests in, all right, title and interest of the Credit Parties in the Mortgaged Real Properties and the proceeds thereof, in each case prior and superior in right to any other person, other than Prior Liens. (d) Each Security Document (other than Mortgages) delivered pursuant to Section 5.11 and Section 5.12 will, upon execution and delivery thereof, be effective to create in favor of the Collateral Agent, for the ratable benefit of the Secured Parties, a legal, valid and enforceable Lien on all of the Credit Loan Parties’ ' right, title and interest in and to the Collateral thereunder, and when such Security Document is filed or recorded in the appropriate offices as may be required under applicable law, such Security Document will constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Credit Loan Parties in such Security Agreement Collateral, in each case subject to no Liens other than the applicable Permitted Liens.

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

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

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

Security Documents. (a) The Security Agreement is effective to Agreement, upon execution and delivery thereof by the parties thereto, will create in favor of the Collateral Agent, for the ratable benefit of the Secured Parties, a legal, valid and enforceable security interest in the Collateral (as defined in the Security Agreement) and the proceeds thereof and (i) when the Pledged Collateral (as defined in the Security Agreement) is delivered to the Collateral Agent, the Lien on created under the Security Agreement Collateral andshall constitute a fully perfected first-priority Lien on, and security interest in, all right, title and interest of the Loan Parties in such Pledged Collateral, in each case prior and superior in right to any other person, and (ii) when (i) financing statements and other filings in appropriate form are filed in the offices specified on Schedule 6 3.19(a), the Lien created under the Security Agreement will constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral (other than Intellectual Property, as defined in the Security Agreement), in which a security interest may be perfected by filing in the United States of America and its territories and possessions, in each case prior and superior in right to any other person, other than with respect to Liens expressly permitted by Section 6.02. (b) Upon the Perfection Certificate and (ii) the Credit Parties have complied with Section 3.03 recordation of the Security AgreementAgreement (or a short form security agreement in form and substance satisfactory to the Borrower and the Collateral Agent) with the United States Patent and Trademark Office and the United States Copyright Office, together with the financing statements in appropriate form filed in the offices specified on Schedule 3.19(a), the Lien created under the Security Agreement shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the grantors thereunder Loan Parties in such Collateral (other than (A) the Intellectual Property (as defined in the Security Agreement) and (B) such Collateral in which a security interest cannot may be perfected under the Uniform Commercial Code as in effect at the relevant time by filing in the relevant jurisdiction)United States of America and its territories and possessions, in each case subject prior and superior in right to no Liens any other than Permitted Liens. (b) When the Security Agreement (including all schedules thereto) or a short-form thereof is filed in the United States Patent and Trademark Office and the United States Copyright Office in the manner prescribed by each office and all actions required under the laws of the state of organization of the relevant Credit Party with respect to the perfection of a security interest in such intangible property are undertaken, the Collateral Agent, for the benefit of the Secured Parties, shall have a fully perfected Lien on, and security interest in, all right, title and interest of the grantors thereunder in the U.S. Intellectual Property (as defined in the Security Agreement) to the fullest extent permitted by law, in each case subject to no Liens other than Permitted Liens person (it being understood that subsequent recordings in the United States Patent and Trademark Office and the United States Copyright Office may be necessary to perfect a Lien on registered trademarkstrademarks and patents, trademark and patent applications and registered copyrights acquired by the grantors Loan Parties after the date hereof). (c) Each Mortgage executed and delivered as of the Closing Date is, or, to the extent any Mortgage is duly executed and delivered thereafter by the relevant Credit Party, will be, effective to create, in favor of the Collateral Agent, for its benefit and the benefit of the Secured Parties, a legal, valid and enforceable first priority Lien on and security interest in all of the Credit Parties’ right, title and interest in and to the Mortgaged Real Properties thereunder and the proceeds thereof, and when the Mortgages are filed in the offices specified on Schedule 1.01(a) (or, in the case of any Mortgage executed and delivered after the date thereof in accordance with the provisions of Sections 5.11 and 5.12, when such Mortgage is filed in the offices specified in the local counsel opinion delivered with respect thereto in accordance with the provisions of Sections 5.11 and 5.12), the Mortgages shall constitute fully perfected Liens on, and security interests in, all right, title and interest of the Credit Parties in the Mortgaged Real Properties and the proceeds thereof, in each case prior and superior in right to any other person, other than Prior Liens. (d) Each Security Document (other than Mortgages) delivered pursuant to Section 5.11 and Section 5.12 will, upon execution and delivery thereof, be effective to create in favor of the Collateral Agent, for the ratable benefit of the Secured Parties, a legal, valid and enforceable Lien on all of the Credit Parties’ right, title and interest in and to the Collateral thereunder, and when such Security Document is filed or recorded in the appropriate offices as may be required under applicable law, such Security Document will constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Credit Parties in such Security Agreement Collateral, in each case subject to no Liens other than the applicable Permitted Liens.

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

Security Documents. (a) The Subject to Legal Reservations, the Security Agreement is Documents are or in the case of each Security Document delivered pursuant to the Senior Secured Credit Facilities will, upon execution and deliver thereof, be effective to create in favor of the Collateral Agent, Agent for the benefit of the Secured PartiesParties (or in favor of the relevant Secured Parties directly, a as applicable), legal, valid and enforceable Liens on, and security interest in interests in, the Collateral described therein to the extent intended to be created thereby and Lien on the Security Agreement Collateral and, when (i) when financing statements and other filings in appropriate form are filed in the offices specified on Schedule 6 7 to the Perfection Certificate and registration achieved (if applicable), (ii) when all appropriate filings, recordings, endorsements, notarizations, stamping, registrations and/or notifications are made as required under applicable Law and (iii) upon the Credit Parties have complied taking of possession or control by the Collateral Agent of such Collateral with Section 3.03 of respect to which a security interest may be perfected only by possession or control (which possession or control shall be given to the Collateral Agent to the extent possession or control by the Collateral Agent is required by the Security Agreement), the Liens created by the Security Agreement Documents shall constitute a fully perfected Lien Liens on, and security interest ininterests in (to the extent intended to be created thereby), all right, title and interest of the grantors thereunder in such Collateral (other than (A) the Intellectual Property (as defined in the Security Agreement) and (B) such Collateral in which a security interest cannot be perfected under the Uniform Commercial Code as in effect at the relevant time in the relevant jurisdiction)Collateral, in each case subject to no Liens other than Permitted LiensLiens permitted hereunder. (b) When the Security Agreement (including all schedules thereto) governed by U.S. Law or a short-short form thereof is properly filed in the United States Patent and Trademark Office and the United States Copyright Office in the manner prescribed by each office and all actions required under the laws of the state of organization of the relevant Credit Party with respect to the perfection of a security interest in such intangible property are undertakenOffice, the Collateral Agent, for the benefit of the Secured Parties, Liens created by such Security Agreement shall have a constitute fully perfected Lien Liens on, and security interest interests in, all right, title and interest of the grantors thereunder (to the extent intended to be created thereby) in the U.S. Intellectual Property (as defined in the Security Agreement) IP Rights to the fullest extent permitted that a security interest can be created under Article 9 of the UCC and can be perfected by lawthe filing of a financing statement in accordance therewith, except as the enforcement thereof may be limited by applicable bankruptcy, insolvency or similar laws affecting the enforcement of rights of creditors generally and except to the extent that enforcement of rights and remedies set forth therein may be limited by equitable principles (regardless of whether enforcement is considered in a court of law or a proceeding in equity), in each case subject to no Liens other than Permitted Liens permitted hereunder (it being understood that subsequent recordings in the United States Patent and Trademark Office and the United States Copyright Office may be necessary to perfect a Lien on registered trademarks, trademark applications patents and copyrights acquired by the grantors thereof after the date hereofClosing Date). (c) Each Mortgage executed and delivered as of the Closing Date is, or, Notwithstanding anything herein (including this Section 3.20) or in any other Loan Document to the extent contrary, no Loan Party makes any Mortgage is duly executed and delivered thereafter by representation or warranty as to the relevant Credit Partyeffects of perfection or non-perfection, will be, effective to create, in favor the priority or the enforceability of the Collateral Agent, for its benefit and the benefit any pledge of the Secured Parties, a legal, valid and enforceable first priority Lien on and or security interest in all of the Credit Parties’ right, title and interest in and to the Mortgaged Real Properties thereunder and the proceeds thereof, and when the Mortgages are filed in the offices specified on Schedule 1.01(a) (or, in the case of any Mortgage executed and delivered after the date thereof in accordance with the provisions of Sections 5.11 and 5.12, when such Mortgage is filed in the offices specified in the local counsel opinion delivered other than with respect thereto in accordance with the provisions of Sections 5.11 and 5.12), the Mortgages shall constitute fully perfected Liens on, to those pledges and security interests in, all right, title and interest made under the Laws of the Credit Parties in the Mortgaged Real Properties and the proceeds thereof, in each case prior and superior in right to any other person, other than Prior Liens. (d) Each Security Document (other than Mortgages) delivered pursuant to Section 5.11 and Section 5.12 will, upon execution and delivery thereof, be effective to create in favor jurisdiction of formation of the Collateral Agentapplicable Foreign Subsidiary) in any Equity Interests of any Foreign Subsidiary, for or as to the ratable benefit rights and remedies of the Secured PartiesAgents or any Lender with respect thereto, a legal, valid and enforceable Lien on all of the Credit Parties’ right, title and interest in and to the Collateral thereunder, and when such Security Document is filed or recorded in the appropriate offices as may be required under applicable law, such Security Document will constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Credit Parties in such Security Agreement Collateral, in each case subject to no Liens other than the applicable Permitted Liensforeign Law.

Security Documents. (a) The Security Pledge Agreement is effective to create in favor of the Collateral Administrative Agent, for the ratable benefit of the Secured Parties, a legal, valid and enforceable security interest in and Lien on the Security Agreement Collateral (as defined in the Pledge Agreement) and, when the Collateral is delivered to the Administrative Agent, the Pledge Agreement shall constitute a fully perfected first priority Lien on all right, title and interest of the pledgor thereunder in such Collateral to the extent such delivery is effective to perfect a Lien on such Collateral, in each case prior and superior in right to any other Person other than with respect to Liens expressly permitted by Section 6.02. (ib) The Security Agreement is effective to create in favor of the Administrative Agent, for the ratable benefit of the Secured Parties, a legal, valid and enforceable security interest in the Collateral (as defined in the Security Agreement) in which a Lien may be perfected by filing a financing statement and, when financing statements and other filings in appropriate form are filed in the offices specified on Schedule 6 to the Perfection Certificate and (ii) the Credit Parties have complied with Section 3.03 of the Security AgreementCertificate, the Security Agreement shall constitute a fully perfected Lien on, and security interest in, on all right, title and interest of the grantors thereunder in such Collateral (other than (A) the Intellectual Property (as defined in the Security Agreement) and (B) such Collateral in which a security interest cannot be perfected under the Uniform Commercial Code as in effect at the relevant time in the relevant jurisdiction), in each case subject prior and superior in right to no Liens any other Person, other than Permitted Lienswith respect to Liens expressly permitted by Section 6.02. (bc) When the Security Agreement (including all schedules thereto) or a short-form thereof is filed in the United States Patent and Trademark Office and the United States Copyright Office in the manner prescribed by each office and all actions required under the laws of the state of organization of the relevant Credit Party with respect to the perfection of a security interest in such intangible property are undertakenOffice, the Collateral Agent, for the benefit of the Secured Parties, Security Agreement shall have constitute a fully perfected Lien on, and security interest in, on all right, title and interest of the grantors thereunder Loan Parties in the U.S. Intellectual Property (as defined in the Security Agreement) to in which a Lien may be perfected by filing, recording or registering a security agreement, financing statement or analogous document in the fullest extent permitted by lawUnited States Patent and Trademark Office or the United States Copyright Office, as applicable, in each case subject prior and superior in right to no Liens any other Person other than Permitted with respect to Liens expressly permitted by Section 6.02 (it being understood that subsequent recordings in the United States Patent and Trademark Office and the United States Copyright Office may be necessary to perfect a Lien lien on registered trademarks, trademark applications and copyrights acquired by the grantors Loan Parties after the date hereof). (cd) Each Mortgage executed and delivered as of the Closing Date is, or, to the extent any Mortgage is duly executed and delivered thereafter by the relevant Credit Party, will be, The Mortgages are effective to create, subject to the exceptions listed in each title insurance policy covering such Mortgage, in favor of the Collateral Agent, for its benefit and the benefit of the Secured Parties, a legal, valid and enforceable first priority Lien on and security interest in all of the Credit Parties’ right, title and interest in and to the Mortgaged Real Properties thereunder and the proceeds thereof, and when the Mortgages are filed in the offices specified on Schedule 1.01(a) (or, in the case of any Mortgage executed and delivered after the date thereof in accordance with the provisions of Sections 5.11 and 5.12, when such Mortgage is filed in the offices specified in the local counsel opinion delivered with respect thereto in accordance with the provisions of Sections 5.11 and 5.12), the Mortgages shall constitute fully perfected Liens on, and security interests in, all right, title and interest of the Credit Parties in the Mortgaged Real Properties and the proceeds thereof, in each case prior and superior in right to any other person, other than Prior Liens. (d) Each Security Document (other than Mortgages) delivered pursuant to Section 5.11 and Section 5.12 will, upon execution and delivery thereof, be effective to create in favor of the Collateral Administrative Agent, for the ratable benefit of the Secured Parties, a legal, valid and enforceable Lien on all of the Credit Loan Parties’ ' right, title and interest in and to the Collateral thereunderMortgaged Properties thereunder and the proceeds thereof, and when such Security Document is the Mortgages are filed or recorded in the appropriate offices as may be required under applicable lawspecified on Schedule 3.16(d), such Security Document will the Mortgages shall constitute a fully perfected Lien on, and security interest in, on all right, title and interest of the Credit Loan Parties in such Security Agreement CollateralMortgaged Properties and the proceeds thereof, in each case subject prior and superior in right to no Liens any other person, other than with respect to the applicable Permitted Liensrights of Persons pursuant to Liens expressly permitted by Section 6.02. SECTION 3.17.

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

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

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

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

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

Security Documents. (a) The Security Agreement is effective to create creates in favor of the Collateral Agent, for the benefit of the Secured PartiesParties (as defined in the Security Agreement) referred to therein, a legal, valid valid, continuing and enforceable security interest in the Collateral (as defined in the Security Agreement), the enforceability of which is subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law. The financing statements, releases and other filings are in appropriate form and have been or will be filed in the offices specified in Schedule II of the Security Agreement. Upon such filings and/or the obtaining of “control” (as defined in the UCC), the Agent will have a perfected Lien on, and security interest in, to and under all right, title and interest of the grantors thereunder in all Collateral that may be perfected under the UCC (in effect on the date this representation is made) by filing, recording or registering a financing statement or analogous document (including without limitation the proceeds of such Collateral subject to the limitations relating to such proceeds in the UCC) or by obtaining control, in each case prior and superior in right to any other Person. (b) When the Security Agreement Collateral and(or a short form thereof) is filed in the United States Copyright Office and when financing statements, when (i) financing statements releases and other filings in appropriate form are filed in the offices specified on Schedule 6 to the Perfection Certificate and (ii) the Credit Parties have complied with Section 3.03 II of the Security Agreement, the Security Agreement shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the grantors thereunder in such Collateral (other than (A) the Intellectual Property (as defined in the Security Agreement) and (B) such Collateral in which a security interest cannot be perfected under the Uniform Commercial Code as in effect at the relevant time in the relevant jurisdiction), in each case subject to no Liens other than Permitted Liens. (b) When the Security Agreement (including all schedules thereto) or a short-form thereof is filed in the United States Patent and Trademark Office and the United States Copyright Office in the manner prescribed by each office and all actions required under the laws of the state of organization of the relevant Credit Party with respect to the perfection of a security interest in such intangible property are undertaken, the Collateral Agent, for the benefit of the Secured Parties, Agent shall have a fully perfected Lien on, and security interest in, all right, title and interest of the grantors thereunder applicable Loan Parties in the U.S. copyrights and related assets constituting Intellectual Property Collateral (as defined in the Security Agreement) to in which a security interest may be perfected by filing, recording or registering a security agreement, financing statement or analogous document in the fullest extent permitted by lawUnited States Copyright Office, as applicable, in each case subject prior and superior in right to no Liens any other than Permitted Liens Person (it being understood that subsequent recordings in the United States Patent and Trademark Office and the United States Copyright Office may be necessary to perfect a Lien on registered trademarks, trademark applications and copyrights acquired by the grantors Loan Parties after the date hereofClosing Date). (c) Each Mortgage executed and delivered as of the Closing Date is, or, to the extent any Mortgage is duly executed and delivered thereafter by the relevant Credit Party, will be, effective to create, in favor of the Collateral Agent, for its benefit and the benefit of the Secured Parties, a legal, valid and enforceable first priority Lien on and security interest in all of the Credit Parties’ right, title and interest in and to the Mortgaged Real Properties thereunder and the proceeds thereof, and when the Mortgages are filed in the offices specified on Schedule 1.01(a) (or, in the case of any Mortgage executed and delivered after the date thereof in accordance with the provisions of Sections 5.11 and 5.12, when such Mortgage is filed in the offices specified in the local counsel opinion delivered with respect thereto in accordance with the provisions of Sections 5.11 and 5.12), the Mortgages shall constitute fully perfected Liens on, and security interests in, all right, title and interest of the Credit Parties in the Mortgaged Real Properties and the proceeds thereof, in each case prior and superior in right to any other person, other than Prior Liens. (d) Each Security Document (other than Mortgages) delivered pursuant to Section 5.11 and Section 5.12 will, upon execution and delivery thereof, be effective to create in favor of the Collateral Agent, for the ratable benefit of the Secured Parties, a legal, valid and enforceable Lien on all of the Credit Parties’ right, title and interest in and to the Collateral thereunder, and when such Security Document is filed or recorded in the appropriate offices as may be required under applicable law, such Security Document will constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Credit Parties in such Security Agreement Collateral, in each case subject to no Liens other than the applicable Permitted Liens.

Security Documents. (a) The provisions of the Security Agreement is are effective to create in favor of the Collateral Agent, Agent for the benefit of the Secured Parties, Creditors a legal, valid and enforceable security interest in and Lien on the Security Agreement Collateral and, when (i) financing statements and other filings in appropriate form are filed in the offices specified on Schedule 6 to the Perfection Certificate and (ii) the Credit Parties have complied with Section 3.03 of the Security Agreement, the Security Agreement shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the grantors thereunder in such Collateral (other than (A) the Intellectual Property (as defined in the Security Agreement) and (B) such Collateral in which a security interest cannot be perfected under the Uniform Commercial Code as in effect at the relevant time in the relevant jurisdiction), in each case subject to no Liens other than Permitted Liens. (b) When the Security Agreement (including all schedules thereto) or a short-form thereof is filed in the United States Patent and Trademark Office and the United States Copyright Office in the manner prescribed by each office and all actions required under the laws of the state of organization of the relevant Credit Party with respect to the perfection of a security interest in such intangible property are undertaken, the Collateral Agent, for the benefit of the Secured Parties, shall have a fully perfected Lien on, and security interest in, all right, title and interest of the grantors thereunder in the U.S. Intellectual Property (as defined in the Security Agreement) to the fullest extent permitted by law, in each case subject to no Liens other than Permitted Liens (it being understood that subsequent recordings in the United States Patent and Trademark Office and the United States Copyright Office may be necessary to perfect a Lien on registered trademarks, trademark applications and copyrights acquired by the grantors after the date hereof). (c) Each Mortgage executed and delivered as of the Closing Date is, or, to the extent any Mortgage is duly executed and delivered thereafter by the relevant Credit Party, will be, effective to create, in favor of the Collateral Agent, for its benefit and the benefit of the Secured Parties, a legal, valid and enforceable first priority Lien on and security interest in all of the Credit Parties’ right, title and interest in and to the Mortgaged Real Properties thereunder and the proceeds thereof, and when the Mortgages are filed in the offices specified on Schedule 1.01(a) (or, in the case of any Mortgage executed and delivered after the date thereof in accordance with the provisions of Sections 5.11 and 5.12, when such Mortgage is filed in the offices specified in the local counsel opinion delivered with respect thereto in accordance with the provisions of Sections 5.11 and 5.12), the Mortgages shall constitute fully perfected Liens on, and security interests in, all right, title and interest of the Credit Parties in the Mortgaged Real Properties Security Agreement Collateral described therein, and the proceeds thereofCollateral Agent, for the benefit of the Secured Creditors, has (or within thirty days following the Closing Date will have or, for Intellectual Property, upon recordation of a Grant of Security Interest in U.S. Patents or a Grant of Security Interest in U.S. Trademarks in the respective form attached to the Security Agreement, in each case prior in the United States Patent and superior Trademark Office or recordation of the Grant of Security Interest in right U.S. Copyrights in the form attached to any the Security Agreement with the United States Copyright Office will have) a fully perfected (subject to Section 14.17) security interest in all right, title and interest in all of the Security Agreement Collateral described therein, subject to no other person, Liens other than Prior Permitted Liens. The recordation of (x) the Grant of Security Interest in U.S. Patents and (y) the Grant of Security Interest in U.S. Trademarks in the respective form attached to the Security Agreement, in each case in the United States Patent and Trademark Office, together with filings on Form UCC-1 made pursuant to the Security Agreement, will create, as may be perfected by such filings and recordation, a perfected security interest in the United States pending and registered trademarks and pending and issued patents covered by the Security Agreement, and the recordation of the Grant of Security Interest in U.S. Copyrights in the form attached to the Security Agreement with the United States Copyright Office, together with filings on Form UCC-1 made pursuant to the Security Agreement, will create, as may be perfected by such filings and recordation, a perfected security interest in the United States pending and registered copyrights covered by the Security Agreement. (db) Each Security Document (other than Mortgages) delivered pursuant to Section 5.11 and Section 5.12 will, upon execution and delivery thereof, be effective to create The security interests created under the Pledge Agreement in favor of the Collateral Agent, as Pledgee, for the ratable benefit of the Secured PartiesCreditors, constitute perfected security interests in the Pledge Agreement Collateral described in the Pledge Agreement, subject to no security interests of any other Person, other than Permitted Liens. No filings or recordings are required in order to perfect (or maintain the perfection or priority of) the security interests created in the Pledge Agreement Collateral under the Pledge Agreement other than with respect to that portion of the Pledge Agreement Collateral constituting a “general intangible” under the UCC. (c) Each Mortgage (if any) creates, as security for the obligations purported to be secured thereby, a legal, valid and enforceable Lien on all of the Credit Parties’ right, title and perfected security interest in and to mortgage lien on the respective Mortgaged Property in favor of the Collateral thereunder, and when Agent (or such Security Document is filed or recorded in the appropriate offices other trustee as may be required or desired under applicable local law) for the benefit of the Secured Creditors, such Security Document will constitute a fully perfected Lien on, superior and prior to the rights of all third Persons (except that the security interest in, all right, title and interest of mortgage lien created on such Real Property may be subject to the Credit Parties in such Security Agreement Collateral, in each case Permitted Encumbrances related thereto) and subject to no other Liens (other than Permitted Liens (other than Permitted Encumbrances) to the applicable Permitted Liensextent applicable).

Security Documents. (a) The Security Agreement is effective to create in favor of the Collateral Agent, Agent for the benefit of the Secured PartiesCreditors, a legal, valid and enforceable security interest in and Lien on the Security Agreement Collateral and, when (i) financing statements and other filings in appropriate form are filed in the offices specified on Schedule 6 to the Perfection Certificate and (ii) upon the Credit Parties have complied with Section 3.03 taking of possession or control by the Collateral Agent of the Security Agreement Collateral with respect to which a security interest may be perfected only by possession or control (which possession or control shall be given to the Collateral Agent to the extent possession or control by the Collateral Agent is required by the Security Agreement), the Lien created by the Security Agreement shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the grantors thereunder in such the Security Agreement Collateral (other than (A) the Intellectual Property Collateral (as defined in the Security Agreement) and (B) such Collateral in which a security interest cannot be perfected under the Uniform Commercial Code as in effect at the relevant time in the relevant jurisdiction)), in each case subject to no Liens other than Permitted LiensLiens (it being understood that no representation is being made as to the perfection of any Lien or security interest under laws other than those of the United States or any state thereof). (b) When the Security Agreement (including all schedules thereto) or a short-short form thereof is filed in the United States Patent and Trademark Office and the United States Copyright Office in the manner prescribed by each office and all actions required under the laws of the state of organization of the relevant Credit Party with respect to the perfection of a security interest in such intangible property are undertakenOffice, the Collateral Agent, for the benefit of the Secured Parties, Lien created by such Security Agreement shall have constitute a fully perfected Lien on, and security interest in, all right, title and interest of the grantors thereunder in the U.S. Intellectual Property Collateral (as defined in the such Security Agreement) to the fullest extent permitted by law), in each case subject to no Liens other than Permitted Liens (it being understood that subsequent recordings in the United States Patent and Trademark Office and the United States Copyright Office may be necessary to perfect a Lien on registered trademarks, trademark applications and copyrights acquired by the grantors after the date hereof)Liens. (c) Each Mortgage executed and delivered as of the Closing Date is, or, to the extent any Mortgage is duly executed and delivered thereafter by the relevant Credit Party, Obligor pursuant to Sections 9.12 and 9.13 will be, be effective to create, in favor of the Collateral Agent, for its benefit and the benefit of the Secured PartiesCreditors, a legal, valid and enforceable first priority Lien on and security interest in all of the Credit Parties’ Obligors' right, title and interest in and to the Mortgaged Real Properties thereunder and the proceeds thereof, and when the Mortgages are filed in the offices specified on Schedule 1.01(a) (or, in the case of any Mortgage executed and delivered after the date thereof in accordance with the provisions of Sections 5.11 and 5.12, when such Mortgage is filed in the offices specified in the local counsel opinion delivered with respect thereto in accordance with the provisions of Sections 5.11 9.12 and 5.12)9.13, the Mortgages shall constitute fully perfected Liens on, and security interests in, all right, title and interest of the Credit Parties Obligors in the Mortgaged Real Properties and the proceeds thereof, in each case prior and superior in right to any other person, other than Prior LiensLiens reasonably acceptable to Collateral Agent. (d) Each Security Document (other than Mortgages) delivered pursuant to Section 5.11 Sections 9.12 and Section 5.12 9.13 will, upon execution and delivery thereof, be effective to create in favor of the Collateral Agent, for the ratable benefit of the Secured PartiesCreditors, a legal, valid and enforceable security interest in and Lien on all of the Credit Parties’ Obligors' right, title and interest in and to the Collateral thereunder, and when such Security Document is filed all appropriate filings or recorded recordings are made in the appropriate offices as may be required under applicable lawlaw or the Collateral Agent obtains control of the Collateral, as applicable, such Security Document will constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Credit Parties Obligors in such Security Agreement Collateral, in each case subject to no Liens other than the applicable Permitted Liens.

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

Security Documents. (a) The Pledge Agreement is effective to create in favor of the Collateral Agent, for the ratable benefit of the Secured Parties, a legal, valid and enforceable security interest in the Collateral (as defined in the Pledge Agreement) and, when such Collateral is delivered to the Collateral Agent, the Pledge Agreement shall constitute a fully perfected first priority Lien on, and security interest in, all right, title and interest of each pledgor thereunder in such Collateral, in each case prior and superior in right to any other Person. (b) The Security Agreement is effective to create in favor of the Collateral Agent, for the ratable benefit of the Secured Parties, a legal, valid and enforceable security interest in and Lien on the Collateral (as defined in the Security Agreement Collateral Agreement) and, when (i) financing statements and other filings in appropriate form are filed in the offices specified on Schedule 6 to the Perfection Certificate and (ii) the Credit Parties have complied with Section 3.03 of the Security AgreementCertificate, the Security Agreement shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the grantors thereunder in such Collateral (other than (A) Collateral, to the Intellectual Property (as defined in the Security Agreement) and (B) such Collateral in which extent that a security interest cannot can be perfected under in such Collateral by filing, recording or registering a financing statement or analogous document in the United States of America (or any political subdivision thereof) and its territories and possessions pursuant to the Uniform Commercial Code as or other applicable law in effect at the relevant time in the relevant such jurisdiction), in each case subject prior and superior in right to no Liens any other Person, other than Permitted Lienswith respect to Liens expressly permitted by Section 6.02. (bc) When the Security Agreement (including all schedules thereto) or a short-form evidence thereof is filed in the United States Patent and Trademark Office and the United States Copyright Office in the manner prescribed by each office and all actions required under the laws of the state of organization of the relevant Credit Party with respect to the perfection of a security interest in such intangible property are undertakenOffice, the Collateral Agent, for the benefit of the Secured Parties, Security Agreement shall have constitute a fully perfected Lien on, and security interest in, all right, title and interest of the grantors thereunder Loan Parties in the U.S. Intellectual Property (as defined in the Security Agreement) to in which a security interest may be perfected by filing, recording or registering a security agreement, financing statement or analogous document in the fullest extent permitted by lawUnited States Patent and Trademark Office or the United States Copyright Office, as applicable, in each case subject prior and superior in right to no Liens any other Person other than Permitted Liens expressly permitted by Section 6.02 (it being understood that subsequent recordings in the United States Patent and Trademark Office and the United States Copyright Office may be necessary to perfect a Lien on registered trademarks, trademark applications and copyrights acquired by the grantors Loan Parties after the date hereof). (c) Each Mortgage executed and delivered as of the Closing Date is, or, to the extent any Mortgage is duly executed and delivered thereafter by the relevant Credit Party, will be, effective to create, in favor of the Collateral Agent, for its benefit and the benefit of the Secured Parties, a legal, valid and enforceable first priority Lien on and security interest in all of the Credit Parties’ right, title and interest in and to the Mortgaged Real Properties thereunder and the proceeds thereof, and when the Mortgages are filed in the offices specified on Schedule 1.01(a) (or, in the case of any Mortgage executed and delivered after the date thereof in accordance with the provisions of Sections 5.11 and 5.12, when such Mortgage is filed in the offices specified in the local counsel opinion delivered with respect thereto in accordance with the provisions of Sections 5.11 and 5.12), the Mortgages shall constitute fully perfected Liens on, and security interests in, all right, title and interest of the Credit Parties in the Mortgaged Real Properties and the proceeds thereof, in each case prior and superior in right to any other person, other than Prior Liens. (d) Each Security Document (other than Mortgages) delivered pursuant to Section 5.11 and Section 5.12 will, upon execution and delivery thereof, be effective to create in favor of the Collateral Agent, for the ratable benefit of the Secured Parties, a legal, valid and enforceable Lien on all of the Credit Parties’ right, title and interest in and to the Collateral thereunder, and when such Security Document is filed or recorded in the appropriate offices as may be required under applicable law, such Security Document will constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Credit Parties in such Security Agreement Collateral, in each case subject to no Liens other than the applicable Permitted Liens.

Security Documents. (a) The Pledge Agreement is effective to create in favor of the Collateral Agent, for the ratable benefit of the Secured Parties, a legal, valid and enforceable security interest in the Collateral (as defined in the Pledge Agreement) and, when the Collateral is delivered to the Collateral Agent, the Pledge Agreement shall constitute a fully perfected first priority Lien on, and security interest in, all right, title and interest of the pledgors thereunder in such Collateral, in each case prior and superior in right to any other person. (b) The Security Agreement is effective to create in favor of the Collateral Agent, for the ratable benefit of the Secured Parties, a legal, valid and enforceable security interest in and Lien on the Collateral (as defined in the Security Agreement Collateral Agreement) and, when (i) financing statements and other filings in appropriate form are filed in the offices specified on Schedule 6 to the Perfection Certificate and (ii) the Credit Parties have complied with Section 3.03 of the Security AgreementCertificate, the Security Agreement shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the grantors thereunder in such Collateral (other than (A) the Intellectual Property (Property, as defined in the Security Agreement) and (B) such Collateral in which a security interest cannot be perfected under the Uniform Commercial Code as in effect at the relevant time in the relevant jurisdiction), in each case subject to no Liens the extent such security interests can be so perfected by such filings, and prior and superior in right to any other person, other than Permitted Lienswith respect to Liens expressly permitted by Section 6.02. (bc) When the Security Agreement (including all schedules thereto) or a short-form thereof is filed in the United States Patent and Trademark Office and the United States Copyright Office in the manner prescribed by each office and all actions required under the laws of the state of organization of the relevant Credit Party with respect to the perfection of a security interest in such intangible property are undertakenOffice, the Collateral Agent, for the benefit of the Secured Parties, Security Agreement shall have constitute a fully perfected Lien on, and security interest in, all right, title and interest of the grantors thereunder in the U.S. Intellectual Property (as defined in the Security Agreement) to the fullest extent permitted by law), in each case subject to no Liens the extent such security interests can be so perfected by such filings, and prior and superior in right to any other than Permitted Liens person (it being understood that subsequent recordings in the United States Patent and Trademark Office and the United States Copyright Office may be necessary to perfect a Lien lien on registered trademarks, trademark applications and copyrights acquired by the grantors after the date hereof). (cd) Each Mortgage executed and delivered as of the Closing Date is, or, to the extent any Mortgage is duly executed and delivered thereafter by the relevant Credit Party, will be, effective to create, in favor of the Collateral Agent, for its benefit and the benefit of the Secured Parties, a legal, valid and enforceable first priority Lien on and security interest in all of the Credit Parties’ right, title and interest in and to the Mortgaged Real Properties thereunder and the proceeds thereof, and when the The Mortgages are filed in the offices specified on Schedule 1.01(a) (or, in the case of any Mortgage executed and delivered after the date thereof in accordance with the provisions of Sections 5.11 and 5.12, when such Mortgage is filed in the offices specified in the local counsel opinion delivered with respect thereto in accordance with the provisions of Sections 5.11 and 5.12), the Mortgages shall constitute fully perfected Liens on, and security interests in, all right, title and interest of the Credit Parties in the Mortgaged Real Properties and the proceeds thereof, in each case prior and superior in right to any other person, other than Prior Liens. (d) Each Security Document (other than Mortgages) delivered pursuant to Section 5.11 and Section 5.12 will, upon execution and delivery thereof, be effective to create in favor of the Collateral Agent, for the ratable benefit of the Secured Parties, a legal, valid and enforceable Lien on all of the Credit Parties’ ' right, title and interest in and to the Collateral thereunderMortgaged Property thereunder and the proceeds thereof, and when such Security Document is the Mortgages are filed or recorded in the appropriate offices as may be required under applicable law, such Security Document will constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Credit Parties in such Security Agreement Collateral, in each case subject to no Liens other than the applicable Permitted Liens.specified on Schedule 3.19

Security Documents. (a) The Security Agreement is effective to create in favor of the Collateral Agent, for the ratable benefit of the Secured Parties, a legal, valid valid, binding and enforceable security interest in the Collateral (other than the Intellectual Property Collateral) described therein and Lien on products and proceeds thereof (except to the Security Agreement extent constituting Excluded Assets) and in the case of all Collateral anddescribed therein, when (i) financing statements and other filings in appropriate form are filed in the offices specified on Schedule 6 3.19(a) and, with respect to the Perfection Certificate Deposit Accounts and (ii) the Credit Parties have complied with Section 3.03 of the Security AgreementSecurities Accounts only, when Control Agreements are executed, the Security Agreement shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the grantors thereunder Loan Parties in such Collateral and products and proceeds (except to the extent constituting Excluded Assets and other than (A) the Intellectual Property (Collateral), as defined in security for the Security Agreement) and (B) such Collateral in which a security interest cannot be perfected under the Uniform Commercial Code as in effect at the relevant time in the relevant jurisdiction)Obligations, in each case subject only to no Permitted Liens and prior and superior in right to the rights of any other than Person (except with respect to Senior Permitted Liens). (b) When The Intellectual Property Security Agreement, together with the Security Agreement, is effective to create in favor of the Collateral Agent, 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 and products thereof (except to the extent constituting Excluded Assets). When each Intellectual Property Security Agreement (including all schedules thereto) or a short-form thereof is filed in the United States Patent and Trademark Office and or the United States Copyright Office Office, as applicable, together with financing statements in appropriate form filed in the manner prescribed by each office and all actions required under the laws of the state of organization of the relevant Credit Party with respect to the perfection of a security interest offices specified in Schedule 3.19(a), such intangible property are undertaken, the Collateral Agent, for the benefit of the Secured Parties, Intellectual Property Security Agreement shall have constitute a fully perfected Lien onon (if and to the extent perfection may be achieved by such filings), and security interest in, all right, title and interest of the grantors thereunder in the U.S. Intellectual Property Collateral and proceeds and products thereof (as defined in the Security Agreement) except to the fullest extent permitted by lawconstituting Excluded Assets), as security for the Obligations, in each case subject only to no Liens other than Permitted Liens and prior and superior in right to the right of any other Person (except with respect to Senior Permitted Liens) (it being understood that subsequent recordings in the United States Patent and Trademark Office and the United States Copyright Office may be necessary to perfect a Lien lien on registered trademarks, trademark applications and copyrights acquired by the grantors after the date hereof). (c) Each Mortgage executed and delivered as of the Closing Date isControl Agreements, or, to the extent any Mortgage is duly executed and delivered thereafter by the relevant Credit Party, will be, effective to create, in favor of the Collateral Agent, for its benefit and the benefit of the Secured Parties, a legal, valid and enforceable first priority Lien on and security interest in all of the Credit Parties’ right, title and interest in and to the Mortgaged Real Properties thereunder and the proceeds thereof, and when the Mortgages are filed in the offices specified on Schedule 1.01(a) (or, in the case of any Mortgage executed and delivered after the date thereof in accordance taken together with the provisions of Sections 5.11 and 5.12Security Agreement, when such Mortgage is filed in the offices specified in the local counsel opinion delivered with respect thereto in accordance with the provisions of Sections 5.11 and 5.12), the Mortgages shall constitute fully perfected Liens on, and security interests in, all right, title and interest of the Credit Parties in the Mortgaged Real Properties and the proceeds thereof, in each case prior and superior in right to any other person, other than Prior Liens. (d) Each Security Document (other than Mortgages) delivered pursuant to Section 5.11 and Section 5.12 will, upon execution and delivery thereof, be effective to create and perfect in favor of the Collateral Agent, for the ratable benefit of the Secured Parties, a legal, valid valid, binding and enforceable Lien on all security interest in the Investment Accounts described therein and proceeds and products thereof (except to the extent constituting Excluded Assets). Upon the execution of the Credit Parties’ right, title Control Agreements and interest in and to the Collateral thereunder, and when such Security Document is filed or recorded in the appropriate offices as may be required under applicable lawAgreement, such Security Document will Documents shall constitute a fully perfected Lien Liens on, and security interest interests in, all right, title and interest of the Credit Loan Parties in such Security Agreement Collateralthe Investment Accounts described therein and the proceeds and products thereof (except to the extent constituting Excluded Assets), as security for the Obligations, in each case subject only to no Permitted Liens and prior and superior in right to the rights of any other than the applicable Person (except with respect to Senior Permitted Liens).

Security Documents. (a) The Security Agreement is effective to create in favor of the Collateral Agent, Agent for the benefit of the Secured Parties, a legal, valid and enforceable Liens on, and security interest in and Lien on interests in, the Security Agreement Collateral and, when (i) when financing statements and other filings in appropriate form are filed in the offices specified on Schedule 6 7 to the Perfection Certificate and (ii) upon the Credit Parties have complied with Section 3.03 taking of possession or control by the Collateral Agent of the Security Agreement Collateral with respect to which a security interest may be perfected only by possession or control (which possession or control shall be given to the Collateral Agent to the extent possession or control by the Collateral Agent is required by each Security Agreement), the Liens created by the Security Agreement shall constitute a fully perfected Lien Liens on, and security interest interests in, all right, title and interest of the grantors thereunder in such the Security Agreement Collateral (other than (A) the Intellectual Property Collateral (as defined in the Security Agreement) and (B) )), to the extent that such Collateral in which a security interest cannot Liens can be perfected under the Uniform Commercial Code as in effect at the relevant time in the relevant jurisdiction)UCC by filing or possession, in each case subject to no Liens other than Permitted Liens. Notwithstanding the foregoing, the Intellectual Property Collateral does not include any rights or Intellectual Property, including without limitation any intent-to-use trademark applications, to the extent that any law applicable to such rights or Intellectual Property prohibits the creation of a security interest or would otherwise result in a loss of rights from the creation of a security interest thereon. (b) When the Security Agreement (including all schedules thereto) or a short-short form thereof is filed in the United States Patent and Trademark Office and the United States Copyright Office in Office, the manner prescribed Liens created by each office and all actions required under the laws of the state of organization of the relevant Credit Party with respect such Security Agreement shall constitute fully perfected Liens on, to the extent perfection of a security interest in can be accomplished by such intangible property are undertaken, the Collateral Agent, for the benefit of the Secured Parties, shall have a fully perfected Lien onfilings, and security interest interests in, all right, title and interest of the grantors thereunder in the U.S. Intellectual Property Collateral (as defined in the such Security Agreement) to the fullest extent permitted by law), in each case subject to no Liens other than Permitted Liens (it being understood that subsequent recordings in the United States Patent and Trademark Office and the United States Copyright Office may be necessary to perfect a Lien on registered trademarks, trademark applications and copyrights acquired by the grantors after the date hereof)Collateral Liens. (c) Each Mortgage executed and delivered as of the Closing Date is, or, to the extent any (when such Mortgage is duly executed and filed in the offices specified in the local counsel opinion delivered thereafter by the relevant Credit Party, will be, with respect thereto) is effective to create, in favor of the Collateral Agent, for its benefit and the benefit of the Secured Parties, a legal, valid and enforceable first priority Lien on Liens on, and security interest in interests in, all of the Credit Loan Parties’ right, title and interest in and to the Mortgaged Real Properties thereunder and the proceeds thereof, subject only to Permitted Liens or other Liens acceptable to the Collateral Agent, and when the Mortgages are filed in the offices specified on Schedule 1.01(a) (or, in the case of any Mortgage executed and delivered after the date thereof in accordance with the provisions of Sections 5.11 and 5.12, when such Mortgage is filed in the offices specified in the local counsel opinion delivered with respect thereto in accordance with the provisions of Sections 5.11 and 5.12), the Mortgages shall constitute fully perfected Liens on, and security interests in, all right, title and interest of the Credit Loan Parties in the Mortgaged Real Properties and the proceeds thereof, in each case prior and superior in right to any other person, other than Prior LiensLiens permitted by such Mortgage. (d) Each Security Document (other than Mortgages) delivered pursuant to Section Sections 5.11 and Section 5.12 will, upon execution and delivery thereof, be effective to create in favor of the Collateral Agent, for the ratable benefit of the Secured Parties, a legal, valid and enforceable Lien on Liens on, and security interests in, all of the Credit Loan Parties’ right, title and interest in and to the Collateral thereunder, and when such Security Document is filed all appropriate filings or recorded recordings are made in the appropriate offices as may be required under applicable law, such Security Document will constitute a fully perfected Lien Liens on, and security interest interests in, all right, title and interest of the Credit Loan Parties in such Security Agreement Collateral (limited in the case of Intellectual Property Collateral to U.S. registered Intellectual Property Collateral), in each case subject to no Liens other than the applicable Permitted Liens.

Security Documents. (a) The Subject to the Agreed Security Agreement is Principles and Legal Reservations, the Collateral Documents are or in the case of each Collateral Document delivered pursuant to Sections 4.02, 6.12 and 6.14, upon execution and delivery thereof, will be effective to create in favor of the Collateral Agent, Administrative Agent for the benefit of the Secured PartiesParties (or in favor of the relevant Secured Parties directly, a as applicable), legal, valid and enforceable Liens on, and security interest in interests in, the Collateral described therein to the extent intended to be created thereby and Lien on the Security Agreement Collateral and, when (i) when financing statements and other filings in appropriate form are filed in the offices specified on Schedule 6 7 to the Perfection Certificate and registration achieved (if applicable), (ii) when all appropriate filings, recordings, endorsements, notarizations, stamping, registrations and/or notifications are made as required under applicable Law and (iii) upon the Credit Parties have complied taking of possession or control by the Administrative Agent of such Collateral with Section 3.03 of respect to which a security interest may be perfected only by possession or control (which possession or control shall be given to the Administrative Agent to the extent possession or control by the Administrative Agent is required by the Security AgreementAgreements), the Security Agreement Liens created by the Collateral Documents shall constitute a fully perfected Lien Liens on, and security interest ininterests in (to the extent intended to be created thereby), all right, title and interest of the grantors thereunder in such Collateral (other than (A) the Intellectual Property (as defined in the Security Agreement) and (B) such Collateral in which a security interest cannot be perfected under the Uniform Commercial Code as in effect at the relevant time in the relevant jurisdiction)Collateral, in each case subject to no Liens other than Permitted LiensLiens permitted hereunder and with the priority required by the Collateral Documents (subject to the Junior Lien Intercreditor Agreement). (b) When the Security Agreement (including all schedules thereto) governed by U.S. Law or a short-short form thereof is properly filed in the United States Patent and Trademark Office and the United States Copyright Office in the manner prescribed by each office and all actions required under the laws of the state of organization of the relevant Credit Party with respect to the perfection of a security interest in such intangible property are undertakenOffice, the Collateral Agent, for the benefit of the Secured Parties, Liens created by such Security Agreement shall have a constitute fully perfected Lien Liens on, and security interest interests in, all right, title and interest of the grantors thereunder (to the extent intended to be created thereby) in the U.S. Intellectual Property (as defined in the Security Agreement) IP Rights to the fullest extent permitted that a security interest can be created under Article 9 of the UCC and can be perfected by lawthe filing of a financing statement in accordance therewith, except as the enforcement thereof may be limited by applicable bankruptcy, insolvency or similar laws affecting the enforcement of rights of creditors generally and except to the extent that enforcement of rights and remedies set forth therein may be limited by equitable principles (regardless of whether enforcement is considered in a court of law or a proceeding in equity), in each case subject to no Liens other than Permitted Liens permitted hereunder (it being understood that subsequent recordings in the United States Patent and Trademark Office and the United States Copyright Office may be necessary to perfect a Lien on registered trademarks, trademark applications patents and copyrights acquired by the grantors thereof after the date hereofEffective Date). (c) Each Mortgage executed and delivered as of the Closing Date is, or, Notwithstanding anything herein (including this Section 5.18) or in any other Loan Document to the extent contrary, no Loan Party makes any Mortgage is duly executed and delivered thereafter by representation or warranty as to the relevant Credit Partyeffects of perfection or non-perfection, will be, effective to create, in favor the priority or the enforceability of the Collateral Agent, for its benefit and the benefit any pledge of the Secured Parties, a legal, valid and enforceable first priority Lien on and or security interest in all of the Credit Parties’ right, title and interest in and to the Mortgaged Real Properties thereunder and the proceeds thereof, and when the Mortgages are filed in the offices specified on Schedule 1.01(a) (or, in the case of any Mortgage executed and delivered after the date thereof in accordance with the provisions of Sections 5.11 and 5.12, when such Mortgage is filed in the offices specified in the local counsel opinion delivered other than with respect thereto in accordance with the provisions of Sections 5.11 and 5.12), the Mortgages shall constitute fully perfected Liens on, to those pledges and security interests in, all right, title and interest made under the Laws of the Credit Parties in the Mortgaged Real Properties and the proceeds thereof, in each case prior and superior in right to any other person, other than Prior Liens. (d) Each Security Document (other than Mortgages) delivered pursuant to Section 5.11 and Section 5.12 will, upon execution and delivery thereof, be effective to create in favor jurisdiction of formation of the Collateral Agentapplicable Foreign Subsidiary) in any Equity Interest of any Foreign Subsidiary, for or as to the ratable benefit rights and remedies of the Secured PartiesAgents or any Lender with respect thereto, a legal, valid and enforceable Lien on all of the Credit Parties’ right, title and interest in and to the Collateral thereunder, and when such Security Document is filed or recorded in the appropriate offices as may be required under applicable law, such Security Document will constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Credit Parties in such Security Agreement Collateral, in each case subject to no Liens other than the applicable Permitted Liensforeign Law.

Security Documents. (a) The Security Pledge Agreement is effective to create in favor of the Collateral Agent, for the ratable benefit of the Secured Parties, a legal, valid and enforceable security interest in the Collateral (as defined in the Pledge Agreement) and, when the Collateral is delivered to the Collateral Agent, the Pledge Agreement shall constitute a fully perfected first priority Lien on, and Lien on security interest in, all right, title and interest of the pledgors thereunder in such Collateral, in each case prior and superior in right to any other person. (b) The Security Agreement and the other Security Documents (other than the Pledge Agreement and the Mortgages) are effective to create in favor of the Collateral Agent, for the ratable benefit of the Secured Parties, a legal, valid and enforceable security interest in the Collateral (as defined in the Security Agreement Collateral and the other Security Documents (other than the Pledge Agreement and the Mortgages)) and, when (i) financing statements and other filings in appropriate form are filed in the offices specified on Schedule 6 to the Perfection Certificate and (ii) the Credit Parties have complied with Section 3.03 of the Security AgreementCertificate, the Security Agreement and the other Security Documents (other than the Pledge Agreement and the Mortgages) shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the grantors thereunder in such Collateral (other than (A) the Intellectual Property (Property, as defined in the Security Agreement) and (B) such Collateral in which a security interest cannot be perfected under the Uniform Commercial Code as in effect at the relevant time in the relevant jurisdiction), in each case subject to no Liens the extent such security interests can be so perfected by such filings, and prior and superior in right to any other person, other than Permitted Lienswith respect to Liens expressly permitted by Section 6.02. (bc) When the Security Agreement (including all schedules thereto) or a short-form thereof is filed in the United States Patent and Trademark Office and the United States Copyright Office in the manner prescribed by each office and all actions required under the laws of the state of organization of the relevant Credit Party with respect to the perfection of a security interest in such intangible property are undertakenOffice, the Collateral Agent, for the benefit of the Secured Parties, Security Agreement shall have constitute a fully perfected Lien on, and security interest in, all right, title and interest of the grantors thereunder in the U.S. Intellectual Property (as defined in the Security Agreement) to the fullest extent permitted by law), in each case subject to no Liens the extent such security interests can be so perfected by such filings, and prior and superior in right to any other than Permitted Liens person (it being understood that subsequent recordings in the United States Patent and Trademark Office and the United States Copyright Office may be necessary to perfect a Lien lien on registered trademarks, trademark applications and copyrights acquired by the grantors after the date hereofClosing Date). (c) Each Mortgage executed and delivered as of the Closing Date is, or, to the extent any Mortgage is duly executed and delivered thereafter by the relevant Credit Party, will be, effective to create, in favor of the Collateral Agent, for its benefit and the benefit of the Secured Parties, a legal, valid and enforceable first priority Lien on and security interest in all of the Credit Parties’ right, title and interest in and to the Mortgaged Real Properties thereunder and the proceeds thereof, and when the Mortgages are filed in the offices specified on Schedule 1.01(a) (or, in the case of any Mortgage executed and delivered after the date thereof in accordance with the provisions of Sections 5.11 and 5.12, when such Mortgage is filed in the offices specified in the local counsel opinion delivered with respect thereto in accordance with the provisions of Sections 5.11 and 5.12), the Mortgages shall constitute fully perfected Liens on, and security interests in, all right, title and interest of the Credit Parties in the Mortgaged Real Properties and the proceeds thereof, in each case prior and superior in right to any other person, other than Prior Liens. (d) Each Security Document (other than Mortgages) delivered pursuant to Section 5.11 and Section 5.12 will, upon execution and delivery thereof, be The Mortgages are effective to create in favor of the Collateral Agent, for the ratable benefit of the Secured Parties, a legal, valid and enforceable Lien on all of the Credit Parties’ ' right, title and interest in and to the Collateral thereunderMortgaged Property thereunder and the proceeds thereof, and when such Security Document is the Mortgages are filed or recorded in the appropriate offices as may be required under applicable law, such Security Document will constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Credit Parties in such Security Agreement Collateral, in each case subject to no Liens other than the applicable Permitted Liens.specified on Schedule 3.19

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

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

Security Documents. (a) The Security Pledge Agreement is effective to create in favor of the Collateral Agent, for the benefit of the Secured Parties, a legal, valid and enforceable security interest interests in and Lien on the Security Agreement Collateral (as defined in the Pledge Agreement) and, when such Collateral is delivered to the Collateral Agent and appropriate filings have been made in accordance with the applicable UCC (and any such foreign filings necessary with respect to pledge entities organized outside the United States), the Pledge Agreement shall constitute fully perfected Liens on, and security interests in, all right, title and interest of the pledgor thereunder in such Collateral to the extent such Liens and security interests can be perfected by filing and by possession. (b) (i) The Security Agreement, each Non-U.S. Security Agreement and each Non-U.S. Pledge Agreement is effective to create in favor of the Collateral Agent, for the benefit of the Secured Parties, legal, valid and enforceable security interests in the Collateral referred to therein and (ii) when (1) financing statements and other filings in appropriate form are filed in the offices specified on Schedule 6 7 to the Perfection Certificate dated the Effective Date, (2) filings in appropriate form are filed with the Unites States Patent and Trademark Office and the United States Copyright Office, (3) upon the taking of possession or control by the Collateral Agent of any such Collateral in which a security interest may be perfected only by possession or control (which possession or control shall be given to the Collateral Agent to the extent possession or control by the Collateral Agent is required by the Security Agreement, such Non-U.S. Security Agreement or such Non-U.S. Pledge Agreement, as the case may be), and (ii4) the Credit Parties have complied any necessary filings, registrations and other actions required under local law with Section 3.03 respect to perfection in connection with each Non-U.S. Pledge Agreement, each of the Security Agreement, the each Non-U.S. Security Agreement and each Non-U.S. Pledge Agreement shall constitute a fully perfected Lien Liens on, and security interest interests in, all right, title and interest of the grantors thereunder in such Collateral (other than (A) to the Intellectual Property (as defined in the Security Agreement) extent such Liens and (B) such Collateral in which a security interest cannot interests can be perfected under by the Uniform Commercial Code as in effect at filing of a financing statement pursuant to the relevant time in UCC or by possession or control by the relevant jurisdiction)Collateral Agent, in each case subject prior and superior in right to no Liens any other Person, other than with respect to Permitted Liens. (bc) When the filings in clause (b)(ii)(x) above are made and when the Security Agreement (including all schedules thereto) or a short-summary or short form thereof thereof) is filed in the United States Patent and Trademark Office and the United States Copyright Office in the manner prescribed by each office and all actions required under the laws of the state of organization of the relevant Credit Party with respect to the perfection of a security interest in such intangible property are undertakenOffice, the Collateral Agent, for the benefit of the Secured Parties, Security Agreement shall have a constitute fully perfected Lien Liens on, and security interest interests in, all right, title and interest of the grantors thereunder Loan Parties in the U.S. Intellectual Property (as defined in which a security interest may be perfected by filing, recording or registering a security agreement, financing statement or analogous document in the Security Agreement) to United States Patent and Trademark Office or the fullest extent permitted by lawUnited States Copyright Office, in each case subject to no Liens other than Permitted Liens as applicable (it being understood that subsequent recordings in the United States Patent and Trademark Office and the United States Copyright Office may be necessary to perfect a Lien Liens on registered trademarks, trademark applications and copyrights acquired by the grantors Loan Parties after the date hereofEffective Date), in each case prior and superior in right to any other Person other than with respect to Permitted Liens. (cd) Each Mortgage executed and delivered to the Collateral Agent to secure the Obligations as of the Closing Effective Date is, or, to the extent any Mortgage is duly executed and delivered thereafter by the relevant Credit Loan Party, will be, effective to create, subject to the exceptions listed in each title insurance policy covering each such Mortgage, in favor of the Collateral Agent, for its benefit and the benefit of the Secured Parties, a legal, valid and enforceable first priority Lien Liens on and security interest interests in all of the Credit Loan Parties’ right, title and interest in and to the Mortgaged Real Properties thereunder and the proceeds thereof, and when the such Mortgages are filed recorded in the offices specified on Schedule 1.01(a) (orapplicable office of each political subdivision where each such Mortgaged Property is situated, in the case of any Mortgage executed and delivered after the date thereof in accordance with the provisions of Sections 5.11 and 5.12, when such Mortgage is filed in the offices specified in the local counsel opinion delivered with respect thereto in accordance with the provisions of Sections 5.11 and 5.12), the Mortgages shall constitute fully perfected Liens on, and security interests in, all right, title and interest of the Credit Loan Parties in the such Mortgaged Real Properties and the proceeds thereof, in each case prior and superior in right to any other personPerson, other than Prior Lienswith respect to the rights of Persons under the exceptions listed in each title insurance policy covering each such Mortgage. (de) Each Security Document (other than Mortgagesany Mortgage) delivered pursuant to Section 5.11 Sections 5.11, 5.12, 5.17 and Section 5.12 5.19 will, upon execution and delivery thereofthereof and the filings set forth therein and in this Section 3.21, be effective to create in favor of the Collateral Agent, for the ratable benefit of the Secured Parties, a legal, valid and enforceable Lien on Liens on, and security interests in, all of the Credit Loan Parties’ right, title and interest in and to the Collateral thereunder, and (i) when such Security Document is filed all appropriate filings or recorded recordings are made in the appropriate offices as may be required under applicable lawlaw and (ii) upon the taking of possession or control by the Collateral Agent of such Collateral with respect to which a security interest may be perfected only by possession or control (which possession or control shall be given to the Collateral Agent to the extent required by any Security Document, except as directed by the Collateral Agent or the Administrative Agent), such Security Document will constitute a fully perfected Lien Liens on, and security interest interests in, all right, title and interest of the Credit Loan Parties in such Security Agreement Collateral, in each case subject to no Liens other than the applicable Permitted Liens.

Security Documents. (a) Each of the Security Documents has been duly and validly authorized, and when executed and delivered by each of the Company and the Guarantors party thereto and, assuming the due authorization, execution and delivery of each Security Documents by each other Person party thereto, will constitute a valid and binding obligation of each of the Company and the Guarantors party thereto, enforceable against each of the Company and the Guarantors party thereto in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or similar laws affecting creditors’ rights generally or by equitable principles relating to enforceability, including principles of commercial reasonableness, good faith and fair dealing, regardless of whether enforcement is sought in a proceeding at law or in equity. The provisions of the Security Agreement (as such term is effective to defined in the New Notes Indenture, the “Security Agreement”) create legal and valid Liens on all the Collateral (as defined in the Security Agreement) in favor of the Collateral Agent, for the benefit of the Secured Parties, a legal, valid and enforceable security interest in and Lien on the Security Agreement Collateral and, when (i) financing statements and other filings in appropriate form are filed in the offices specified on Schedule 6 to the Perfection Certificate and (ii) the Credit Parties have complied with Section 3.03 of the Security Agreement, the Security Agreement shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the grantors thereunder in such Collateral (other than (A) the Intellectual Property (as defined in the Security Agreement) and (B) such Collateral in which a security interest cannot be perfected under the Uniform Commercial Code as in effect at the relevant time in the relevant jurisdiction), in each case and, subject to no Liens other than Permitted Liens. (b) When the Security Agreement (including all schedules thereto) or a short-form thereof is filed in the United States Patent and Trademark Office and the United States Copyright Office in the manner prescribed by each office and all actions required under the laws of the state of organization of the relevant Credit Party with respect to the perfection of a security interest in such intangible property are undertaken, the Collateral Agent, for the benefit of the Secured Parties, shall have a fully perfected Lien on, and security interest in, all right, title and interest of the grantors thereunder in the U.S. Intellectual Property Perfection Requirements (as defined in the Security Agreement) ), so long as such filings and other actions required to the fullest extent permitted by lawbe taken hereby, in each case subject to no Liens other than Permitted Liens (it being understood that subsequent recordings in the United States Patent and Trademark Office and the United States Copyright Office may be necessary to perfect a Lien on registered trademarks, trademark applications and copyrights acquired by the grantors after New Notes Indenture or by the date hereof). applicable Security Documents, have been taken, such Liens constitute perfected and continuing Liens on the Article 9 Collateral (c) Each Mortgage executed and delivered as of the Closing Date is, or, to the extent any Mortgage is duly executed and delivered thereafter that a Lien thereon can be perfected by the relevant Credit Partyforegoing actions), will be, effective to create, in favor of securing the Collateral Agent, for its benefit payment and the benefit performance of the Secured PartiesObligations (as defined in the Security Agreement), a legal, valid enforceable against the Company and enforceable first priority Lien on and security interest in all each of the Credit Parties’ right, title and interest in and Guarantors party thereto subject only to Liens permitted by the Mortgaged Real Properties thereunder and the proceeds thereof, and when the Mortgages are filed in the offices specified on Schedule 1.01(a) (or, in the case of any Mortgage executed and delivered after the date thereof in accordance with the provisions of Sections 5.11 and 5.12, when such Mortgage is filed in the offices specified in the local counsel opinion delivered with respect thereto in accordance with the provisions of Sections 5.11 and 5.12), the Mortgages shall constitute fully perfected Liens on, and security interests in, all right, title and interest of the Credit Parties in the Mortgaged Real Properties and the proceeds thereof, in each case prior and superior in right to any other person, other than Prior LiensNew Notes Indenture. (d) Each Security Document (other than Mortgages) delivered pursuant to Section 5.11 and Section 5.12 will, upon execution and delivery thereof, be effective to create in favor of the Collateral Agent, for the ratable benefit of the Secured Parties, a legal, valid and enforceable Lien on all of the Credit Parties’ right, title and interest in and to the Collateral thereunder, and when such Security Document is filed or recorded in the appropriate offices as may be required under applicable law, such Security Document will constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Credit Parties in such Security Agreement Collateral, in each case subject to no Liens other than the applicable Permitted Liens.

Security Documents. (a) The Security provisions of this Agreement is and the other Credit Documents are and will be effective to create in favor of the Collateral Agent, for the benefit of the Secured Parties, a legal, valid and enforceable security interest in and Lien on the Security Agreement Collateral and, when (i) financing statements and other filings in appropriate form are filed in the offices specified on Schedule 6 to the Perfection Certificate and (ii) the Credit Parties have complied with Section 3.03 of the Security Agreement, the Security Agreement shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the grantors thereunder in such Collateral (other than (A) the Intellectual Property (as defined in the Security Agreement) and (B) such Collateral in which a security interest cannot be perfected under the Uniform Commercial Code as in effect at the relevant time in the relevant jurisdiction), in each case subject to no Liens other than Permitted Liens. (b) When the Security Agreement (including all schedules thereto) or a short-form thereof is filed in the United States Patent and Trademark Office and the United States Copyright Office in the manner prescribed by each office and all actions required under the laws of the state of organization of the relevant Credit Party with respect to the perfection of a security interest in such intangible property are undertaken, the Collateral Agent, for the benefit of the Secured Parties, shall have a fully perfected Lien on, and security interest in, all right, title and interest of the grantors thereunder in the U.S. Intellectual Property (as defined in the Security Agreement) to the fullest extent permitted by law, in each case subject to no Liens other than Permitted Liens (it being understood that subsequent recordings in the United States Patent and Trademark Office and the United States Copyright Office may be necessary to perfect a Lien on registered trademarks, trademark applications and copyrights acquired by the grantors after the date hereof). (c) Each Mortgage executed and delivered as of the Closing Date is, or, to the extent any Mortgage is duly executed and delivered thereafter by the relevant Credit Party, will be, effective to create, in favor of the Collateral Administrative Agent, for its benefit and the benefit of the other Secured Parties, a legal, valid and enforceable first priority Lien on and security interest in all of and Lien upon the Credit Parties’ rightCollateral (including Intellectual Property) purported to be pledged, title and interest in and to the Mortgaged Real Properties charged or assigned by it thereunder and the proceeds thereofdescribed therein, and when the Mortgages are filed in the offices specified on Schedule 1.01(a) (orsubject, in the case of any Mortgage executed enforceability, to applicable bankruptcy, insolvency or similar laws affecting creditors’ rights generally and delivered after to general principles of equity and principles of good faith and fair dealing, and upon the date making of such filings and the taking of such other actions required to be taken hereby or by the other applicable Credit Documents (including (a) the filing of appropriate UCC financing statements and continuations thereof in accordance the jurisdictions specified therein, (b) with respect to United States copyright registrations, United States patents and pending patent applications, and United States federal trademark registrations and trademark applications, in each case, the recordation of an appropriate short-form Intellectual Property Security Agreement (as defined in the Security Agreement) in the U.S. Patent and Trademark Office or U.S. Copyright Office, as applicable and (c) the delivery to the Administrative Agent of any certificates evidencing the certificated securities required to be delivered pursuant to the applicable Security Documents, duly endorsed or accompanied by duly executed stock powers or transfer powers (where applicable)), such security interest and Lien shall constitute a fully perfected Lien (with the provisions of Sections 5.11 and 5.12, when priority such Mortgage is filed in Liens are expressed to have under the offices specified in the local counsel opinion delivered with respect thereto in accordance with the provisions of Sections 5.11 and 5.12), the Mortgages shall constitute fully perfected Liens on, and security interests in, all relevant Security Document) upon such right, title and interest of the Credit Parties in the Mortgaged Real Properties and the proceeds thereofParties, in each case prior and superior in right to any other person, other than Prior Liens. such Collateral (d) Each Security Document (other than Mortgages) delivered pursuant to Section 5.11 and Section 5.12 will, upon execution and delivery thereof, the extent such Liens are required to be effective to create in favor of perfected under the Collateral Agent, for the ratable benefit of the Secured Parties, a legal, valid and enforceable Lien on all terms of the Credit Parties’ rightDocuments), title and interest in and to the Collateral thereunder, and when extent that such Security Document is filed or recorded in the appropriate offices as may be required under applicable law, such Security Document will constitute a fully perfected Lien on, and security interest inand Lien can be perfected by such filings, all rightactions, title giving of notice and interest of the Credit Parties in such Security Agreement Collateralpossession, in each case subject only to no Liens other than the applicable Permitted Liens.

Security Documents. (a) The Security Agreement is effective to create in favor of the Collateral Agent, Administrative Agent for the benefit of the Secured Parties, a legal, valid and enforceable security interest in and Lien on the Security Agreement Collateral and, when (i) financing statements and other filings in appropriate form are filed in the offices specified on Schedule 6 to the Perfection Certificate and (ii) upon the Credit Parties have complied with Section 3.03 taking of possession or control by the Administrative Agent of the Security Agreement Collateral with respect to which a security interest may be perfected only by possession or control (which possession or control shall be given to the Administrative Agent to the extent possession or control by the Administrative Agent is required by the Security Agreement), the Lien created by the Security Agreement shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the grantors thereunder in such the Security Agreement Collateral (other than (A) the Intellectual Property (as defined in the such Security Agreement) and (B) such Agreement Collateral in which a security interest cannot be perfected under the Uniform Commercial Code UCC as in effect at the relevant time in the relevant jurisdiction), in each case subject to no Liens other than Permitted Liens. (b) When To the extent that the federal trademark laws of the United States are applicable to security interests in trademarks, the proper filing and recordation of the Security Agreement (including all schedules thereto) or a short-short form thereof is filed in the United States Patent and Trademark Office against all U.S. registered trademarks and the United States Copyright Office in the manner prescribed by each office and all actions required under the laws trademark applications (other than intent-to-use trademark applications) set forth on Schedule 3.19(b) (“Trademarks”) within three (3) months of the state date of organization of execution thereof will render the relevant Credit Party with respect to the perfection of a Administrative Agent’s Lien on, and security interest in such intangible property are undertaken, the Collateral Agentin, for the benefit of the Secured Parties, shall have a fully perfected Lien on, and security interest in, all right, the applicable Loan Party’s right title and interest in such Trademarks fully perfected and effective against subsequent purchasers of the grantors thereunder in the U.S. Intellectual Property (as defined in the Security Agreement) to the fullest extent permitted by lawsuch Trademarks, in each case subject to no Liens other than Permitted Liens Liens. (it being understood c) To the extent that subsequent recordings the federal patent laws of the United States are applicable to security interests in patents, the proper filing and recording of the Security Agreement or a short form thereof at the United States Patent and Trademark Office against the U.S. patents and patent applications set forth on Schedule 3.19(c) (“Patents”) within three (3) months of the date of execution thereof will render the Administrative Agent’s Lien on, and security interest in, for the benefit of the Secured Parties, the applicable Loan Party’s right, title and interest in such Patents fully perfected and effective against subsequent purchasers of such Patents, in each case subject to no Liens other than Permitted Liens. (d) To the extent that the federal copyright laws of the United States are applicable to security interests in copyrights, the proper filing and recording of the Security Agreement or a short form thereof at the United States Copyright Office may be necessary to perfect a Lien against the U.S. registered copyrights set forth on registered trademarks, trademark applications and copyrights acquired by the grantors after Schedule 3.19(d) (“Copyrights”) within one (1) month of the date hereof)of execution thereof will render the Administrative Agent’s Lien on, and security interest in, for the benefit of the Secured Parties, the applicable Loan Party’s right, title and interest in such Copyrights fully perfected and effective against subsequent transferees of such Copyrights, in each case subject to no Liens other than Permitted Liens. (ce) Each Mortgage executed and delivered as of or prior to the Closing Date is, or, to the extent any Mortgage is duly executed and delivered thereafter by the relevant Credit Loan Party, will be, effective to create, in favor of the Collateral Administrative Agent, for its benefit and the benefit of the Secured Parties, a legal, valid and enforceable first second priority Lien on and security interest in all of the Credit Loan Parties’ right, title and interest in and to the Mortgaged Real Properties thereunder and the proceeds thereofthereof (junior only to the Lien securing the Term Loan Indebtedness), and when the Mortgages are filed in the offices specified on Schedule 1.01(a) ), (or, in the case of any Mortgage executed and delivered after the date thereof in accordance with the provisions of Sections 5.11 and 5.12, when such Mortgage is filed in the offices specified in the local counsel opinion delivered with respect thereto in accordance with the provisions of Sections 5.11 and 5.12), ) the Mortgages shall constitute fully perfected Liens on, and security interests in, all right, title and interest of the Credit Loan Parties in the Mortgaged Real Properties and the proceeds thereof, in each case prior and superior in right to any other personPerson, other than Prior Liensthe Lien securing the Term Loan Indebtedness and other Liens reasonably acceptable to Administrative Agent. (df) Each Security Document (other than Mortgages) delivered pursuant to Section Sections 5.11 and Section 5.12 will, upon execution and delivery thereof, be effective to create in favor of the Collateral Administrative Agent, for the ratable benefit of the Secured Parties, a legal, valid and enforceable security interest in and Lien on all of the Credit Loan Parties’ right, title and interest in and to the Collateral thereunder, and when such Security Document is filed all appropriate filings or recorded recordings are made in the appropriate offices as may be required under applicable law, such Security Document will constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Credit Loan Parties in such Security Agreement Collateral, in each case subject to no Liens other than the applicable Permitted Liens.

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

Security Documents. (a) The Guarantee and Collateral Agreement is effective to create in favor of the Collateral Agent, for the ratable benefit of the Secured Parties, a legal, valid, binding and enforceable security interest in the Collateral of the US Grantors (as defined therein) described therein and proceeds thereof, to the extent that a security interest can be created in such property (except that no such representation or warranty is made with respect to the perfection of security interests under the laws of any non-U.S. jurisdiction that are granted under the Guarantee and Collateral Agreement) and (i) in the case of the Pledged Collateral, upon the earlier of (A) when such Pledged Collateral is delivered to the Collateral Agent and (B) when financing statements in appropriate form are filed in the offices specified on Schedule 3.19(a) and (ii) in the case of all other Collateral described therein (other than Intellectual Property Collateral), when financing statements in appropriate form are filed in the offices specified on Schedule 3.19(a), the Guarantee and Collateral Agreement shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the US Grantors (as defined therein) in such Collateral and proceeds thereof to the extent that a security interest can be created in such Collateral and perfected by filing, as security for the Obligations, in each case prior and superior to the rights of any other person (except, in the case of all Collateral other than Pledged Collateral, with respect to Liens expressly permitted by 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 Secured Parties, a legal, valid valid, binding and enforceable security interest in the Intellectual Property Collateral of the Domestic Subsidiaries party thereto described therein and Lien on proceeds thereof, to the extent a security interest can be created in such property (except that no representation or warranty is made in respect of any Intellectual Property Security Agreement Collateral andexecuted by Borrower or any Domestic Subsidiary with respect to the perfection of security interests under the laws of any non-U.S. jurisdiction). When each Intellectual Property Security Agreement is filed in the United States Patent and Trademark Office and the United States Copyright Office, when (i) as applicable, together with financing statements and other filings in appropriate form are filed in the offices specified on in Schedule 6 to the Perfection Certificate and (ii) the Credit Parties have complied with Section 3.03 of the Security Agreement3.19(a), the such Intellectual Property Security Agreement shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the grantors thereunder Domestic Subsidiaries parties thereto in such Collateral (other than (A) the Intellectual Property (as defined in Collateral and proceeds thereof to the Security Agreement) and (B) such Collateral in which extent that a security interest cannot can be perfected under created in such property, as security for the Uniform Commercial Code as in effect at the relevant time in the relevant jurisdiction)Obligations, in each case subject prior and superior in right to no Liens any other than Permitted Liens. person (b) When the Security Agreement (including all schedules thereto) or a short-form thereof is filed in the United States Patent and Trademark Office and the United States Copyright Office in the manner prescribed by each office and all actions required under the laws of the state of organization of the relevant Credit Party except with respect to the perfection of a security interest in such intangible property are undertaken, the Collateral Agent, for the benefit of the Secured Parties, shall have a fully perfected Lien on, and security interest in, all right, title and interest of the grantors thereunder in the U.S. Intellectual Property (as defined in the Security Agreement) to the fullest extent Liens expressly permitted by law, in each case subject to no Liens other than Permitted Liens Section 6.02) (it being understood that subsequent recordings in the United States Patent and Trademark Office and the United States Copyright Office may be necessary to perfect a Lien lien on registered trademarks, trademark applications and copyrights acquired by the grantors after the date hereof). (c) Each Mortgage executed and delivered as of the Closing Date is, or, to the extent any Mortgage UK Security Documents is duly executed and delivered thereafter by the relevant Credit Party, will be, effective to create, in favor of the Collateral Agent, for its benefit and the benefit of the Secured Parties, a legal, valid and enforceable first priority Lien on and security interest in all of the Credit Parties’ right, title and interest in and to the Mortgaged Real Properties thereunder and the proceeds thereof, and when the Mortgages are filed in the offices specified on Schedule 1.01(a) (or, in the case of any Mortgage executed and delivered after the date thereof in accordance with the provisions of Sections 5.11 and 5.12, when such Mortgage is filed in the offices specified in the local counsel opinion delivered with respect thereto in accordance with the provisions of Sections 5.11 and 5.12), the Mortgages shall constitute fully perfected Liens on, and security interests in, all right, title and interest of the Credit Parties in the Mortgaged Real Properties and the proceeds thereof, in each case prior and superior in right to any other person, other than Prior Liens. (d) Each Security Document (other than Mortgages) delivered pursuant to Section 5.11 and Section 5.12 will, upon execution and delivery thereof, be effective to create in favor of the Collateral Agent, for the ratable benefit of the Secured Parties, a legal, valid valid, binding and enforceable Lien on on, and security interest in, all of the Credit relevant Loan Parties’ ' right, title and interest in and to the Collateral thereunderdescribed therein and proceeds thereof, and when the UK Security Documents are filed with Companies House in the United Kingdom, each such UK Security Document is filed or recorded in the appropriate offices as may be required under applicable law, such Security Document will shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Credit Parties grantors thereto in such Security Agreement CollateralCollateral and proceeds thereof, as security for the Obligations to the extent such a security interest can be created in such Collateral and perfected by filing as security for the Obligations, in each case subject prior and superior to the rights of any other person (except with respect to Liens expressly permitted by Section 6.02). (d) The Canadian Security Agreement is effective to create in favour of the Collateral Agent, for the rateable benefit of the Secured Parties, a legal, valid, binding and enforceable security interest in the Collateral of the Canadian Guarantor and the proceeds thereof, to the extent that a security interest can be created in such property (except that no Liens representation or warranty is made with respect to the perfection of security interests under the laws of any non-Canadian jurisdiction that are granted under the Canadian Security Agreement) and (i) in the case of the Pledged Collateral (as defined in the Canadian Security Agreement), upon the earlier of (A) when such Pledged Collateral is delivered to the Collateral Agent and (B) when financing statements in appropriate form are filed in the offices specified in Schedule 3.19(a) and (ii) in the case of all other Collateral described therein (other than Intellectual Property Collateral), when the financing statements in appropriate form are filed in the offices specified in Schedule 3.19(a), the Canadian Security Agreement shall constitute a fully perfected Lien on, and security interest in all right, title and interest of the Canadian Guarantor in such Collateral and the proceeds thereof to the extent that a security interest can be created in such Collateral and perfected by filing, as security for the Obligations, in each case prior to and superior to the rights of any other person (except, in the case of all Collateral other than the applicable Permitted LiensPledged Collateral, with respect to Liens expressly permitted by Section 6.02). When the Confirmation of Security Interest in Intellectual Property in the form attached as Schedule D to the Canadian Security Agreement is filed in the Canadian Intellectual Property Office together with financing statements in appropriate form filed in the offices specified in Schedule 3.19(a), the Canadian Security Agreement shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Canadian Guarantor in the Intellectual Property Collateral and proceeds thereof to the extent that a security interest can be created in such property, as security for the Obligations, in each case prior and superior in right to any other person (except with respect to Liens expressly permitted by Section 6.02) (it being understood that subsequent recordings in the Canadian Intellectual Property Office may be necessary to perfect a lien on registered trademarks, trademark applications, patents, patent applications and copyrights acquired by the Canadian Guarantor after the date hereof).

Security Documents. (a) The Security Agreement is effective to create in favor of the Collateral Agent, Agent for the benefit of the Secured Parties, a legal, valid and enforceable Liens on, and security interest in and Lien on interests in, the Security Agreement Collateral and, when (i) financing statements and other filings in appropriate form are filed in the offices specified on Schedule 6 7 to the Perfection Certificate and (ii) upon the Credit Parties have complied with Section 3.03 taking of possession or control by the Collateral Agent of the Security AgreementAgreement Collateral with respect to which a security interest may be perfected only by possession or control (which possession or control shall be given to the Collateral Agent to the extent possession or control by the Collateral Agent is required by each Security Document), the Liens created by the Security Agreement shall constitute a fully perfected Lien Liens on, and security interest interests in, all right, title and interest of the grantors thereunder in such the Security Agreement Collateral (other than (A) the Intellectual Property Collateral (as defined in the Security Agreement) and (B) such Security Agreement Collateral in which a security interest cannot be perfected under the Uniform Commercial Code UCC as in effect at the relevant time in the relevant jurisdiction), in each case subject to no Liens other than Permitted Liens. (b) When (i) the Security Agreement (including all schedules thereto) or a short-short form thereof is filed in the United States Patent and Trademark Office and the United States Copyright Office Office, and (ii) financing statements and other filings in appropriate form are filed in the manner prescribed by each office and all actions required under the laws of the state of organization of the relevant Credit Party with respect offices specified on Schedule 7 to the perfection of a security interest in such intangible property are undertakenPerfection Certificate, the Collateral Agent, for the benefit of the Secured Parties, Liens created by such Security Agreement shall have a constitute fully perfected Lien Liens on, and security interest interests in, all right, title and interest of the grantors thereunder in the U.S. Intellectual Property Collateral (as defined in the such Security Agreement) to the fullest extent permitted by law), in each case subject to no Liens other than Permitted Liens (it being understood that subsequent recordings in the United States Patent and Trademark Office and the United States Copyright Office may be necessary to perfect a Lien on registered trademarks, trademark applications and copyrights acquired by the grantors after the date hereof)Liens. (c) Each Mortgage executed and delivered as of the Closing Date isMortgage, orif any, to the extent any Mortgage is duly executed and delivered thereafter by the relevant Credit Party, will be, effective to create, in favor of the Collateral Agent, for its benefit and the benefit of the Secured Parties, a legal, valid and enforceable first priority Lien on Liens on, and security interest in interests in, all of the Credit Loan Parties’ right, title and interest in and to the Mortgaged Real Properties thereunder and the proceeds thereof, subject only to Permitted Liens, and when the Mortgages are filed in the offices specified on Schedule 1.01(a) (or, in the case of any Mortgage executed and delivered after the date thereof or recorded in accordance with the provisions of Sections 5.11 5.12 and 5.125.13, when such Mortgage is filed or recorded in the offices specified in the local counsel opinion delivered with respect thereto in accordance with the provisions of Sections 5.11 5.12 and 5.12)5.13, the Mortgages shall constitute fully perfected first priority Liens on, and security interests in, all right, title and interest of the Credit Loan Parties in the Mortgaged Real Properties and the proceeds thereof, in each case prior and superior in right to any other person, other than Prior Permitted Liens. (d) Each Security Document (other than Mortgages) delivered pursuant to Section 5.11 Sections 5.12 and Section 5.12 5.13 will, upon execution and delivery thereof, be effective to create in favor of the Collateral Agent, for the ratable benefit of the Secured Parties, a legal, valid and enforceable Lien on Liens on, and security interests in, all of the Credit Loan Parties’ right, title and interest in and to the Collateral thereunder, and (i) when such Security Document is filed all appropriate filings or recorded recordings are made in the appropriate offices as may be required under applicable lawLegal Requirements and (ii) upon the taking of possession or control by the Collateral Agent of such Collateral with respect to which a security interest may be perfected only by possession or control (which such possession or control shall be given to the Collateral Agent to the extent required by any Security Document), the Liens in favor of the Collateral Agent created under such Security Document will constitute a valid, enforceable and fully perfected Lien first priority Liens on, and security interest interests in, all right, title and interest of the Credit Loan Parties in such Security Agreement Collateral, in each case subject to no Liens other than the applicable Permitted Liens.

Security Documents. (a) The Security Agreement is effective to create in favor of the Collateral Agent, for the benefit of the Secured Parties, a legal, valid and enforceable security interest in and Lien on the Security Agreement Pledged Collateral and, when (i) financing statements and other filings in appropriate form are filed in the offices specified on Schedule 6 3.3 to the Perfection Certificate Security Agreement and (ii) the Credit Parties have complied with Section 3.03 of Securities Collateral (as defined in the Security Agreement) is delivered to the Collateral Agent, the Security Agreement shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the grantors thereunder in such Pledged Collateral (other than (A) the Intellectual Property (Property, as defined in the Security Agreement) and (B) such Collateral in which a security interest cannot be perfected under the Uniform Commercial Code as in effect at the relevant time in the relevant jurisdiction), in each case prior and superior in right to any other person, other than holders of Prior Liens and subject to no other Liens other than Permitted Liensexcept for Liens expressly permitted to exist on such Pledged Collateral by the terms of the Security Agreement. (b) When the Security Agreement (including all schedules thereto) or a short-form thereof is filed in the United States Patent and Trademark Office and the United States Copyright Office in the manner prescribed by each office and all actions required under the laws of the state of organization of the relevant Credit Party with respect to the perfection of a security interest in such intangible property are undertakenOffice, the Collateral Agent, for the benefit of the Secured Parties, Security Agreement shall have constitute a fully perfected Lien on, and security interest in, all right, title and interest of the grantors thereunder in the U.S. Intellectual Property Collateral (as defined in the Security Agreement) to the fullest extent permitted by law), in each case subject prior and superior in right to no Liens any other than Permitted Liens person (it being understood that subsequent recordings in the United States Patent and Trademark Office and the United States Copyright Office may be necessary to perfect a Lien lien on registered trademarks, trademark applications and copyrights acquired by the grantors after the date hereof), other than holders of Prior Liens and subject to no other Liens except for Liens expressly permitted to exist on such Pledged Collateral by the terms of the Security Agreement. (c) Each Mortgage executed and delivered as of the Closing Date is, or, to the extent any Mortgage is duly executed and delivered thereafter by the relevant Credit Party, will be, The Mortgages are effective to create, create in favor of the Collateral Agent, for its benefit and the benefit of the Secured Parties, a legal, valid and enforceable first priority Lien on on, and security interest in in, all of the Credit Loan Parties’ ' right, title and interest in and to the Mortgaged Real Properties thereunder and the proceeds thereofProperty thereunder, and when the Mortgages are filed in the offices specified on Schedule 1.01(a) (or, in the case of any Mortgage executed and delivered after the date thereof in accordance with the provisions of Sections 5.11 and 5.12, when such Mortgage is filed in the offices specified in the local counsel opinion delivered with respect thereto in accordance with the provisions of Sections 5.11 and 5.12), the Mortgages shall constitute fully perfected Liens on, and security interests in, all right, title and interest of the Credit Parties in the Mortgaged Real Properties and the proceeds thereof, in each case prior and superior in right to any other person, other than Prior Liens. (d) Each Security Document (other than Mortgages) delivered pursuant to Section 5.11 and Section 5.12 will, upon execution and delivery thereof, be effective to create in favor of the Collateral Agent, for the ratable benefit of the Secured Parties, a legal, valid and enforceable Lien on all of the Credit Parties’ right, title and interest in and to the Collateral thereunder, and when such Security Document is filed or recorded in the appropriate offices as may be required under applicable law, such Security Document will constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Credit Parties in such Security Agreement Collateral, in each case subject to no Liens other than the applicable Permitted Liens.3.19

Security Documents. (a) The Security Agreement is effective to create in favor of the Collateral Agent, Administrative Agent for the benefit of the Secured Parties, a legal, valid and enforceable security interest in and Lien on the Security Agreement Collateral and, when (i) financing statements and other filings in appropriate form are filed in the offices specified on Schedule 6 to the Perfection Certificate and (ii) upon the taking of possession or control by the Administrative Agent (or, prior to the payment in full of the Revolving Credit Parties have complied with Section 3.03 Indebtedness and the termination of the Revolving Credit Documents, possession or control by the Revolving Credit Agent to the extent that the Revolving Credit Agent is acting as agent for the Collateral Agent for purposes of possession or control of Collateral pursuant to the Intercreditor Agreement) of the Security Agreement Collateral with respect to which a security interest may be perfected only by possession or control (which possession or control shall be given to the extent possession or control by the Administrative Agent is required by the Security Agreement), the Lien created by the Security Agreement shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the grantors thereunder in such the Security Agreement Collateral (other than (A) the Intellectual Property (as defined in the such Security Agreement) and (B) such Agreement Collateral in which a security interest cannot be perfected under the Uniform Commercial Code UCC as in effect at the relevant time in the relevant jurisdiction), in each case subject to no Liens other than Permitted Liens. (b) When To the extent that the federal trademark laws of the United States are applicable to security interests in trademarks, the proper filing and recordation of the Security Agreement (including all schedules thereto) or a short-short form thereof is filed in the United States Patent and Trademark Office against all U.S. registered trademarks and the United States Copyright Office in the manner prescribed by each office and all actions required under the laws trademark applications (other than intent-to-use trademark applications) set forth on Schedule 3.19(b) (“Trademarks”) within three (3) months of the state date of organization of execution thereof will render the relevant Credit Party with respect to the perfection of a Administrative Agent’s Lien on, and security interest in such intangible property are undertaken, the Collateral Agentin, for the benefit of the Secured Parties, shall have a fully perfected Lien on, and security interest in, all right, the applicable Loan Party’s right title and interest in such Trademarks fully perfected and effective against subsequent purchasers of the grantors thereunder in the U.S. Intellectual Property (as defined in the Security Agreement) to the fullest extent permitted by lawsuch Trademarks, in each case subject to no Liens other than Permitted Liens Liens. (it being understood c) To the extent that subsequent recordings the federal patent laws of the United States are applicable to security interests in patents, the proper filing and recording of the Security Agreement or a short form thereof at the United States Patent and Trademark Office against the U.S. patents and patent applications set forth on Schedule 3.19(c) (“Patents”) within three (3) months of the date of execution thereof will render the Administrative Agent’s Lien on, and security interest in, for the benefit of the Secured Parties, the applicable Loan Party’s right, title and interest in such Patents fully perfected and effective against subsequent purchasers of such Patents, in each case subject to no Liens other than Permitted Liens. (d) To the extent that the federal copyright laws of the United States are applicable to security interests in copyrights, the proper filing and recording of the Security Agreement or a short form thereof at the United States Copyright Office may be necessary to perfect a Lien against the U.S. registered copyrights set forth on registered trademarks, trademark applications and copyrights acquired by the grantors after Schedule 3.19(d) (“Copyrights”) within one (1) month of the date hereof)of execution thereof will render the Administrative Agent’s Lien on, and security interest in, for the benefit of the Secured Parties, the applicable Loan Party’s right, title and interest in such Copyrights fully perfected and effective against subsequent transferees of such Copyrights, in each case subject to no Liens other than Permitted Liens. (ce) Each Mortgage executed and delivered as of or prior to the Closing Date is, or, to the extent any Mortgage is duly executed and delivered thereafter by the relevant Credit Loan Party, will be, effective to create, in favor of the Collateral Administrative Agent, for its benefit and the benefit of the Secured Parties, a legal, valid and enforceable first priority Lien on and security interest in all of the Credit Loan Parties’ right, title and interest in and to the Mortgaged Real Properties thereunder and the proceeds thereof, and when the Mortgages are filed in the offices specified on Schedule 1.01(a) ), (or, in the case of any Mortgage executed and delivered after the date thereof in accordance with the provisions of Sections 5.11 and 5.12, when such Mortgage is filed in the offices specified in the local counsel opinion delivered with respect thereto in accordance with the provisions of Sections 5.11 and 5.12), ) the Mortgages shall constitute fully perfected Liens on, and security interests in, all right, title and interest of the Credit Loan Parties in the Mortgaged Real Properties and the proceeds thereof, in each case prior and superior in right to any other personPerson, other than Prior LiensLiens reasonably acceptable to Administrative Agent. (df) Each Security Document (other than Mortgages) delivered pursuant to Section Sections 5.11 and Section 5.12 will, upon execution and delivery thereof, be effective to create in favor of the Collateral Administrative Agent, for the ratable benefit of the Secured Parties, a legal, valid and enforceable security interest in and Lien on all of the Credit Loan Parties’ right, title and interest in and to the Collateral thereunder, and when such Security Document is filed all appropriate filings or recorded recordings are made in the appropriate offices as may be required under applicable law, such Security Document will constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Credit Loan Parties in such Security Agreement Collateral, in each case subject to no Liens other than the applicable Permitted Liens.

Security Documents. (a) The Security Collateral Agreement is effective to create in favor of the Collateral Administrative Agent, for the benefit of the Secured PartiesLenders, a legal, valid and enforceable security interest in the Collateral described therein and Lien on proceeds thereof, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law. In the Security Agreement case of the Pledged Equity described in the Collateral andAgreement, when stock certificates representing such Pledged Equity are delivered to the Administrative Agent (itogether 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 described in the Collateral Agreement, when financing statements and other filings specified on Schedule 3.18(a) in appropriate form are filed in the offices specified on Schedule 6 3.18(a), the Collateral Agreement will constitute a fully perfected Lien on, and security interest in (to the Perfection Certificate extent intended to be created thereby and (ii) to the Credit Parties have complied with Section 3.03 extent such perfection is governed by the laws of the Security 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 Equity, 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 Security 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 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 grantors thereunder Loan Parties in such Collateral (other than (A) the Intellectual Property (as defined in the Security Agreement) and (B) such Collateral in which a security interest cannot be perfected under the Uniform Commercial Code as in effect at the relevant time in the relevant jurisdiction), in each case subject to no Liens other than Permitted Liens. (b) When the Security Agreement (including all schedules thereto) or a short-form thereof is filed in the United States Patent and Trademark Office and the United States Copyright Office in the manner prescribed by each office and all actions required under the laws of the state of organization of the relevant Credit Party with respect to the perfection of a security interest in such intangible property are undertaken, the Collateral Agent, for the benefit of the Secured Parties, shall have a fully perfected Lien on, and security interest in, all right, title and interest of the grantors thereunder in the U.S. Intellectual Property (as defined in the Security Agreement) to the fullest extent permitted by law, in each case subject to no Liens other than Permitted Liens (it being understood that subsequent recordings in the United States Patent and Trademark Office and the United States Copyright Office may be necessary to perfect a Lien on registered trademarks, trademark applications and copyrights acquired by the grantors after the date hereof). (c) Each Mortgage executed and delivered as of the Closing Date is, or, to the extent any Mortgage is duly executed and delivered thereafter by the relevant Credit Party, will be, effective to create, in favor of the Collateral Agent, for its benefit and the benefit of the Secured Parties, a legal, valid and enforceable first priority Lien on and security interest in all of the Credit Parties’ right, title and interest in and to the Mortgaged Real Properties thereunder and the proceeds thereof, and when as security for the Mortgages are filed in the offices specified on Schedule 1.01(a) (or, in the case of any Mortgage executed and delivered after the date thereof in accordance with the provisions of Sections 5.11 and 5.12, when such Mortgage is filed in the offices specified in the local counsel opinion delivered with respect thereto in accordance with the provisions of Sections 5.11 and 5.12), the Mortgages shall constitute fully perfected Liens on, and security interests in, all right, title and interest of the Credit Parties in the Mortgaged Real Properties and the proceeds thereofObligations, in each case prior and superior in right to any other person, other than Prior LiensPerson (except Liens permitted by Section 6.02). (dc) Each Security Document Upon recording thereof in the appropriate recording office, each of the Mortgages (other than Mortgagesif any) delivered pursuant to Section 5.11 and Section 5.12 will, upon execution and delivery thereof, be is effective to create in favor of the Collateral Administrative Agent, for the ratable benefit of the Secured PartiesLenders, a legal, valid and enforceable Lien on all of the Credit Parties’ rightmortgaged properties described therein and proceeds thereof, title and interest in and to the Collateral thereunder, and when except as such Security Document is filed or recorded in the appropriate offices as enforceability may be required under limited by applicable lawbankruptcy, such Security Document will constitute a fully perfected Lien oninsolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and security interest in, all right, title and interest of the Credit Parties in such Security Agreement Collateral, in each case subject to no Liens other than the applicable Permitted Liensgeneral principles of equity, regardless of whether considered in a proceeding in equity or at law.

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

Security Documents. (a) The Security Agreement is effective to create in favor of the Collateral Agent, Administrative Agent for the benefit of the Secured Parties, a legal, valid and enforceable security interest in and Lien on the Security Agreement Collateral and, when (i) financing statements and other filings in appropriate form are filed in the offices specified on Schedule 6 to the Perfection Certificate and (ii) upon the Credit Parties have complied with Section 3.03 taking of possession or control by the Administrative Agent of the Security Agreement Collateral with respect to which a security interest may be perfected only by possession or control (which possession or control shall be given to the Administrative Agent to the extent possession or control by the Administrative Agent is required by the Security Agreement), the Lien created by the Security Agreement shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the grantors thereunder in such the Security Agreement Collateral (other than (A) the Intellectual Property (as defined in the such Security Agreement) and (B) such Agreement Collateral in which a security interest cannot be perfected under the Uniform Commercial Code UCC as in effect at the relevant time in the relevant jurisdiction), in each case subject to no Liens other than Permitted Liens. (b) When To the extent that the federal trademark laws of the United States are applicable to security interests in trademarks, the proper filing and recordation of the Security Agreement (including all schedules thereto) or a short-short form thereof is filed in the United States Patent and Trademark Office against all U.S. registered trademarks and the United States Copyright Office in the manner prescribed by each office and all actions required under the laws trademark applications (other than intent-to-use trademark applications) set forth on Schedule 3.19(b) (“Trademarks”) within three (3) months of the state date of organization of execution thereof will render the relevant Credit Party with respect to the perfection of a Administrative Agent’s Lien on, and security interest in such intangible property are undertaken, the Collateral Agentin, for the benefit of the Secured Parties, shall have a fully perfected Lien on, and security interest in, all right, the applicable Loan Party’s right title and interest in such Trademarks fully perfected and effective against subsequent purchasers of the grantors thereunder in the U.S. Intellectual Property (as defined in the Security Agreement) to the fullest extent permitted by lawsuch Trademarks, in each case subject to no Liens other than Permitted Liens (it being understood that subsequent recordings in the United States Patent and Trademark Office and the United States Copyright Office may be necessary to perfect a Lien on registered trademarks, trademark applications and copyrights acquired by the grantors after the date hereof). (c) Each Mortgage executed and delivered as of the Closing Date is, or, to the extent any Mortgage is duly executed and delivered thereafter by the relevant Credit Party, will be, effective to create, in favor of the Collateral Agent, for its benefit and the benefit of the Secured Parties, a legal, valid and enforceable first priority Lien on and security interest in all of the Credit Parties’ right, title and interest in and to the Mortgaged Real Properties thereunder and the proceeds thereof, and when the Mortgages are filed in the offices specified on Schedule 1.01(a) (or, in the case of any Mortgage executed and delivered after the date thereof in accordance with the provisions of Sections 5.11 and 5.12, when such Mortgage is filed in the offices specified in the local counsel opinion delivered with respect thereto in accordance with the provisions of Sections 5.11 and 5.12), the Mortgages shall constitute fully perfected Liens on, and security interests in, all right, title and interest of the Credit Parties in the Mortgaged Real Properties and the proceeds thereof, in each case prior and superior in right to any other person, other than Prior Liens. (d) Each Security Document (other than Mortgages) delivered pursuant to Section 5.11 and Section 5.12 will, upon execution and delivery thereof, be effective to create in favor of the Collateral Agent, for the ratable benefit of the Secured Parties, a legal, valid and enforceable Lien on all of the Credit Parties’ right, title and interest in and to the Collateral thereunder, and when such Security Document is filed or recorded in the appropriate offices as may be required under applicable law, such Security Document will constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Credit Parties in such Security Agreement Collateral, in each case subject to no Liens other than the applicable Permitted Liens.

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

Security Documents. (a) The Security Collateral Agreement is effective to create in favor of the Collateral Agent, Administrative Agent (for the benefit of the Secured Parties, ) a legal, valid and enforceable security interest in and Lien on the Security Agreement Collateral described therein, subject to the entry of the Interim Order and, as applicable, the Final Order. In the case of the certificated Pledged Collateral described in the Collateral Agreement, when certificates or promissory notes, as applicable, representing such certificated Pledged Collateral (ito the extent such Pledged Collateral constitutes “securities” under Article 8 of the UCC) are delivered to the Applicable Agent pursuant to the terms of the ABL Intercreditor Agreement, and in the case of the other Collateral described in the Collateral Agreement, when all necessary financing statements and other filings in appropriate form are filed in the offices specified on Schedule 6 to by the Perfection Certificate and (ii) the Credit Parties have complied with Section 3.03 of the Security AgreementLoan Parties, the Security Agreement shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the grantors thereunder in such Collateral Administrative Agent (other than (A) the Intellectual Property (as defined in the Security Agreement) and (B) such Collateral in which a security interest cannot be perfected under the Uniform Commercial Code as in effect at the relevant time in the relevant jurisdiction), in each case subject to no Liens other than Permitted Liens. (b) When the Security Agreement (including all schedules thereto) or a short-form thereof is filed in the United States Patent and Trademark Office and the United States Copyright Office in the manner prescribed by each office and all actions required under the laws of the state of organization of the relevant Credit Party with respect to the perfection of a security interest in such intangible property are undertaken, the Collateral Agent, for the benefit of the Secured Parties, ) shall have a fully perfected Lien on, and security interest in, all right, title and interest of the grantors thereunder Loan Parties in the such Collateral (including in all material U.S. Intellectual Property (as defined in the Security AgreementRights) to the fullest extent permitted by lawand, in each case subject to no Liens other than Permitted Liens (it being understood that subsequent recordings in the United States Patent and Trademark Office and the United States Copyright Office may be necessary to perfect a Lien on registered trademarks, trademark applications and copyrights acquired by the grantors after the date hereof). (c) Each Mortgage executed and delivered as Section 9-315 of the Closing Date isNew York UCC, or, to the extent any Mortgage is duly executed and delivered thereafter by the relevant Credit Party, will be, effective to create, in favor of the Collateral Agent, for its benefit and the benefit of the Secured Parties, a legal, valid and enforceable first priority Lien on and security interest in all of the Credit Parties’ right, title and interest in and to the Mortgaged Real Properties thereunder and the proceeds thereof, and when as security for the Mortgages are filed in applicable Obligations to the offices specified on Schedule 1.01(a) (or, in the case of any Mortgage executed and delivered after the date thereof in accordance with the provisions of Sections 5.11 and 5.12, when such Mortgage is filed in the offices specified in the local counsel opinion delivered with respect thereto in accordance with the provisions of Sections 5.11 and 5.12), the Mortgages shall constitute fully perfected Liens on, and security interests in, all right, title and interest of the Credit Parties in the Mortgaged Real Properties and the proceeds thereofextent perfection can be obtained by filing UCC financing statements, in each case prior and superior in right to any other person, other than Prior person (except Permitted Liens). (db) Each Security [Reserved]. (c) Notwithstanding anything herein (including in this Section 3.17) or in any Loan Document (to the contrary, no Borrower or any other than Mortgages) delivered pursuant Loan Party makes any representation or warranty as to Section 5.11 the effects of perfection or non-perfection, the priority or the enforceability of any pledge of or security interest in any Equity Interests of any Foreign Subsidiary, or as to the rights and Section 5.12 will, upon execution and delivery thereof, be effective to create in favor remedies of the Collateral Agent, for the ratable benefit of the Secured Parties, a legal, valid and enforceable Lien on all of the Credit Parties’ right, title and interest in and to the Collateral thereunder, and when such Security Document is filed Agents or recorded in the appropriate offices as may be required any Lender with respect thereto under applicable foreign law, such Security Document will constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Credit Parties in such Security Agreement Collateral, in each case subject to no Liens other than the applicable Permitted Liens.

Security Documents. (a) The provisions of the Security Agreement are effective to create (on and after the Funding Date) in favor of the Collateral Agent for the benefit of the Secured Parties a legal, valid and enforceable security interest (except to the extent that the enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization, arrangement, moratorium or other similar laws generally affecting creditors’ rights and by equitable principles (regardless of whether enforcement is sought in equity or at law) in all right, title and interest of the Loan Parties in the Collateral (as defined in the Security Agreement), and upon (i) the filing of financing statements in appropriate form listing each applicable Loan Party, as a debtor, and the Collateral Agent, as secured party, in the secretary of state’s office (or other similar governmental entity) of the jurisdiction of organization of such Loan Party, (ii) sufficient identification of commercial tort claims (as applicable), (iii) the recordation of the IP Security Agreements described in clauses (ii) and (iii) of the definition thereof in the United States Patent and Trademark Office, (iv) the recordation of the IP Security Agreement described in clause (i) of the definition thereof with the United States Copyright Office and (v) the delivery to the Collateral Agent (or its bailee) of any stock certificates representing pledged Equity Interests (together with a properly completed and signed stock power or endorsement) described in the Security Agreement, the Collateral Agent, for the benefit of the Secured Parties, shall have a fully perfected security interest in all right, title and interest of the Loan Parties in all of the Collateral (as defined in the Security Agreement), subject to no other Liens other than Permitted Liens, in each case, to the extent perfection can be accomplished under applicable law through these actions. Notwithstanding anything herein to the contrary, the Loan Parties shall not be required to (A) take any action (1) to perfect any security interest in any Collateral consisting of Intellectual Property under the laws of any jurisdiction outside of the United States or (2) any other Collateral under the laws of any jurisdiction outside of the United States or (B) provide deposit account control agreements or securities account control agreements with respect to any Collateral. (b) Upon due execution, delivery and recordation thereof and payment of the applicable filing and recording taxes and fees, each Mortgage will be effective to create in favor of the Collateral Agent, for the benefit of the Term Loan Secured Parties, a legal, valid and enforceable security Lien on all of the applicable Loan Parties’ right, title and interest in and Lien on the Security Agreement Collateral and, when (i) financing statements and other filings in appropriate form are filed in the offices specified on Schedule 6 to the Perfection Certificate Mortgaged Property thereunder and (ii) the Credit Parties have complied with Section 3.03 of the Security Agreementproceeds thereof, the Security Agreement and shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the grantors thereunder applicable Loan Party in such Collateral (other than (A) the Intellectual Mortgaged Property (as defined in the Security Agreement) and (B) such Collateral in which a security interest cannot be perfected under the Uniform Commercial Code as in effect at the relevant time in the relevant jurisdiction), in each case subject to no Liens other than Permitted Liens. (b) When the Security Agreement (including all schedules thereto) or a short-form thereof is filed in the United States Patent and Trademark Office and the United States Copyright Office in the manner prescribed by each office and all actions required under the laws of the state of organization of the relevant Credit Party with respect to the perfection of a security interest in such intangible property are undertaken, the Collateral Agent, for the benefit of the Secured Parties, shall have a fully perfected Lien on, and security interest in, all right, title and interest of the grantors thereunder in the U.S. Intellectual Property (as defined in the Security Agreement) to the fullest extent permitted by law, in each case subject to no Liens other than Permitted Liens (it being understood that subsequent recordings in the United States Patent and Trademark Office and the United States Copyright Office may be necessary to perfect a Lien on registered trademarks, trademark applications and copyrights acquired by the grantors after the date hereof). (c) Each Mortgage executed and delivered as of the Closing Date is, or, to the extent any Mortgage is duly executed and delivered thereafter by the relevant Credit Party, will be, effective to create, in favor of the Collateral Agent, for its benefit and the benefit of the Secured Parties, a legal, valid and enforceable first priority Lien on and security interest in all of the Credit Parties’ right, title and interest in and to the Mortgaged Real Properties thereunder and the proceeds thereof, and when the Mortgages are filed in the offices specified on Schedule 1.01(a) (or, in the case of any Mortgage executed and delivered after the date thereof in accordance with the provisions of Sections 5.11 and 5.12, when such Mortgage is filed in the offices specified in the local counsel opinion delivered with respect thereto in accordance with the provisions of Sections 5.11 and 5.12), the Mortgages shall constitute fully perfected Liens on, and security interests in, all right, title and interest of the Credit Parties in the Mortgaged Real Properties and the proceeds thereof, in each case prior and superior in right to any other personPerson, other than Prior Liens. (d) Each Security Document (other than Mortgages) delivered as set forth in the Intercreditor Agreement and with respect to the rights of Persons pursuant to Liens permitted by Section 5.11 6.02 that by operation of law or contract are prior and Section 5.12 will, upon execution and delivery thereof, be effective to create superior in favor of the Collateral Agent, for the ratable benefit of the Secured Parties, a legal, valid and enforceable Lien on all of the Credit Parties’ right, title and interest in and right to the Collateral thereunder, and when such Security Document is filed or recorded in Liens securing the appropriate offices as may be required under applicable law, such Security Document will constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Credit Parties in such Security Agreement Collateral, in each case subject to no Liens other than the applicable Permitted LiensTerm Loan Obligations.

Security Documents. (a) The Security Agreement is Documents are effective to create in favor of the Collateral Administrative Agent, for the ratable benefit of the Secured PartiesLenders, a legal, valid and enforceable security interest in and Lien on the Security Agreement Collateral and, when (i) the pledged property constituting the Collateral is delivered to the Administrative Agent, (ii) financing statements and other filings in appropriate form are filed in the offices specified on Schedule 6 to in the Perfection Certificate and (iiiii) all other applicable filings under the Credit Parties have complied with Section 3.03 of Uniform Commercial Code or otherwise that are required or permitted under the Security AgreementLoan Documents are made, the Security Agreement Documents shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the grantors thereunder in such Collateral (other than (A) the Intellectual Property (as defined in the Security Agreement) and (B) such Collateral in for which perfection of a security interest canis not be perfected under governed by the Uniform Commercial Code as in effect at the relevant time in the relevant jurisdictionCode), in each case subject prior and superior in right to no Liens any other Person, other than Permitted Lienswith respect to Liens expressly permitted by Section 8.2. (b) When Except to the extent that the filing of financing statements in the appropriate form in the offices specified in the Perfection Certificate may be necessary for perfection, when the Security Agreement Documents (including all schedules theretoor an assignment or other transfer of title to the Administrative Agent) or a short-form thereof is are filed and recorded in the United States Patent and Trademark Office and the United States Copyright Office in the manner prescribed by each office and all actions required under the laws of the state of organization of the relevant Credit Party with respect to the perfection of a security interest in such intangible property are undertakenOffice, the Collateral Agent, for the benefit of the Secured Parties, Security Documents shall have a fully perfected Lien on, and security interest in, all right, title and interest of the grantors thereunder in the U.S. Intellectual Property (as defined in the Security Agreement) to the fullest extent permitted by law, in each case subject to no Liens other than Permitted Liens (it being understood that subsequent recordings in the United States Patent and Trademark Office and the United States Copyright Office may be necessary to perfect a Lien on registered trademarks, trademark applications and copyrights acquired by the grantors after the date hereof). (c) Each Mortgage executed and delivered as of the Closing Date is, or, to the extent any Mortgage is duly executed and delivered thereafter by the relevant Credit Party, will be, effective to create, in favor of the Collateral Agent, for its benefit and the benefit of the Secured Parties, a legal, valid and enforceable first priority Lien on and security interest in all of the Credit Parties’ right, title and interest in and to the Mortgaged Real Properties thereunder and the proceeds thereof, and when the Mortgages are filed in the offices specified on Schedule 1.01(a) (or, in the case of any Mortgage executed and delivered after the date thereof in accordance with the provisions of Sections 5.11 and 5.12, when such Mortgage is filed in the offices specified in the local counsel opinion delivered with respect thereto in accordance with the provisions of Sections 5.11 and 5.12), the Mortgages shall constitute fully perfected Liens on, and security interests in, all right, title and interest of the Credit Parties in the Mortgaged Real Properties and the proceeds thereof, in each case prior and superior in right to any other person, other than Prior Liens. (d) Each Security Document (other than Mortgages) delivered pursuant to Section 5.11 and Section 5.12 will, upon execution and delivery thereof, be effective to create in favor of the Collateral Agent, for the ratable benefit of the Secured Parties, a legal, valid and enforceable Lien on all of the Credit Parties’ right, title and interest in and to the Collateral thereunder, and when such Security Document is filed or recorded in the appropriate offices as may be required under applicable law, such Security Document will constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Credit Parties Borrower and the Guarantors in such Security Agreement Collateralthe Intellectual Property in which a security interest may be perfected by filing, recording or registering a security agreement, financing statement or analogous document in the United States Patent and Trademark Office or the United States Copyright Office, as applicable, in each case subject to no Liens the extent permitted by applicable law prior and superior in right to any other Person, other than the applicable Permitted Lienswith respect to Liens expressly permitted by Section 8.2.

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

Security Documents. (a) The Security Pledge Agreement is effective to create in favor of the Collateral Agent, for the ratable benefit of the Secured Parties, a legal, valid and enforceable security interest in the Collateral (as defined in the Pledge Agreement) and, the Pledge Agreement, together with the Collateral delivered to the Agent pursuant thereto, 66 72 constitutes a fully perfected first priority Lien on, and Lien on security interest in, all right, title and interest of the pledgors thereunder in such Collateral, in case prior and superior in right to any other person. (b) The Security Agreement is effective to create in favor of the Agent, for the ratable benefit of the Secured Parties, a legal, valid and enforceable first priority security interest in the Collateral and, when (i) financing statements and other filings in appropriate form are filed in the offices specified on Schedule 6 to the Perfection Certificate and (ii) the Credit Parties have complied with Section 3.03 of the Security Agreement, together with financing statements filed in connection with the Original Credit Agreement and the Pledged Securities (as defined in the Security Agreement shall Agreement) delivered pursuant to the Security Agreement, constitute a fully perfected Lien on, and security interest in, all right, title and interest of the grantors thereunder in such Collateral (other than (A) the Intellectual Property (as defined in the Security Agreement) and (B) such Collateral in which a security interest cannot can be perfected by (i) filing a financing statement under Article 9 of the Uniform Commercial Code as in effect at or (ii) delivering possession of a security under Article 8 of the relevant time in the relevant jurisdiction)Uniform Commercial Code, in each case subject prior and superior in right to no Liens any other person, other than Permitted Lienswith respect to Liens expressly permitted by Section 6.02. (bc) When The Security Agreement, together with the Security Agreement (including all schedules thereto) or a short-form thereof is filed filings made in the United States Patent and Trademark Office and the United States Copyright Office in connection with the manner prescribed by each office and all actions required under the laws of the state of organization of the relevant Credit Party with respect to the perfection of a security interest in such intangible property are undertaken, the Collateral Agent, for the benefit of the Secured Parties, shall have Security Agreement constitute a fully perfected Lien on, and security interest in, all right, title and interest of the grantors thereunder in the U.S. Intellectual Property (as defined in of the Security Agreement) Parent, the Borrower and the Subsidiaries to the fullest extent permitted that security interests in such Intellectual Property can be perfected by lawfiling in such offices, in each case subject prior and superior in right to no Liens any other than Permitted Liens person (it being understood that subsequent recordings filings in the United States Patent and Trademark Office and the United States Copyright Office may be necessary to perfect a Lien lien on registered trademarks, trademark applications and copyrights Intellectual Property acquired by the grantors after the date hereof). (cd) Each Mortgage executed and delivered as of the Closing Date is, or, to the extent any Mortgage is duly executed and delivered thereafter by the relevant Credit Party, will be, effective to create, in favor of the Collateral Agent, for its benefit and the benefit of the Secured Parties, a legal, valid and enforceable first priority Lien on and security interest in all of the Credit Parties’ right, title and interest in and to the Mortgaged Real Properties thereunder and the proceeds thereof, and when the Mortgages are filed in the offices specified on Schedule 1.01(a) (or, in the case of any Mortgage executed and delivered after the date thereof in accordance with the provisions of Sections 5.11 and 5.12, when such Mortgage is filed in the offices specified in the local counsel opinion delivered with respect thereto in accordance with the provisions of Sections 5.11 and 5.12), the Mortgages shall constitute fully perfected Liens on, and security interests in, all right, title and interest of the Credit Parties in the Mortgaged Real Properties and the proceeds thereof, in each case prior and superior in right to any other person, other than Prior Liens. (d) Each Security Document (other than Mortgages) delivered pursuant to Section 5.11 and Section 5.12 will, upon execution and delivery thereof, be effective to create in favor of the Collateral Agent, for the ratable benefit of the Secured Parties, a legal, valid and enforceable Lien on all of the Credit Loan Parties’ ' right, title and interest in and to the Collateral thereunderMortgaged Property thereunder and the proceeds thereof, and when such Security Document Mortgage is filed or recorded in the appropriate offices as may be required under applicable lawspecified on Schedule 3.18(d), such Security Document will Mortgage shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Credit Loan Parties in such Security Agreement CollateralMortgaged Property and the proceeds thereof, in each case prior and superior in right to any other person, other than with respect to the rights of persons pursuant to Liens expressly permitted by Section 6.02. (e) The Agent for the benefit of the Secured Parties will at all times have the Liens provided for in the Collateral Documents and, subject to no the filing by the Agent of continuation statements to the extent required by the Uniform Commercial Code, the Collateral Documents will at all times constitute a valid and continuing lien of record and first priority perfected security interest in all the Collateral referred to therein, except as priority may be affected by Liens other than expressly permitted by Section 6.02 and except for Collateral released in accordance with all applicable provisions of this Amended Agreement and the applicable Permitted LiensCollateral Documents. No filings or recordings are required in order to perfect the security interests created under the Collateral Documents, except for filings or recordings listed on Schedule 3.18(e). (f) By complying with Sections 4.01(e) and 4.02(x) of the Security Agreement and

Security Documents. (a) The Security Agreement is effective Issuers shall have furnished to create in favor of the Collateral Agent, for the benefit of the Secured Parties, a legal, valid and enforceable security interest in and Lien on Initial Purchaser the Security Agreement Collateral andDocuments duly executed by the respective Grantors party thereto, when (i) financing statements and other filings in appropriate form are filed in the offices specified on Schedule 6 to the Perfection Certificate and (ii) the Credit Parties have complied with Section 3.03 of the Security Agreement, the Security Agreement shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the grantors thereunder in such Collateral (other than together with: (A) the Intellectual Property (as defined proper financing statements, each in the Security Agreement) and (B) such Collateral in which a security interest cannot form to be perfected filed on the Closing Date under the Uniform Commercial Code of all jurisdictions that may be deemed necessary or desirable in order to perfect the Liens created by the Security Documents, covering the Collateral and naming the Secured Party as in effect at secured party, which financing statements shall be so filed on the relevant time in the relevant jurisdiction), in each case subject to no Liens other than Permitted Liens.Closing Date; (bB) When the Security Agreement (including all schedules thereto) or a short-form thereof is proper instruments to be filed in the United States U.S. Patent and Trademark Office that may be deemed desirable in order to perfect the liens granted on trademarks, which liens have been created by the Security Documents; (C) contemplated requests for information and the United States Copyright Office lien search results, listing all effective financing statements filed as of a recent date in the manner prescribed by each office and all actions required under the laws jurisdictions referred to in Section 9(a)(xiii)(A) that name any of the state Majestic Entities as debtor, together with copies of organization such financing statements (none of the relevant Credit Party with respect to the perfection of a security interest in such intangible property are undertaken, which shall cover the Collateral Agent, for the benefit of the Secured Parties, shall have a fully perfected Lien on, and security interest in, all right, title and interest of the grantors thereunder in the U.S. Intellectual Property (as defined described in the Security AgreementDocuments); (D) copies of duly executed payoff letters, UCC-3 termination statements, mortgage releases, intellectual property releases and other collateral releases and terminations, each in form and substance satisfactory to the fullest extent permitted by law, in Initial Purchaser evidencing the release of each case subject to no item of Collateral and the termination of all Liens thereon (other than Permitted Liens (it being understood that subsequent recordings in created by the United States Patent and Trademark Office Indenture and the United States Copyright Office may Security Documents), and each such payoff letter, release and termination shall be necessary to perfect a Lien on registered trademarks, trademark applications in full force and copyrights acquired by the grantors after the date hereof)effect. (cE) Each Mortgage bailee letters and landlord waivers, in form and substance reasonably satisfactory to the Initial Purchaser, executed by the Issuers or the appropriate Grantors for delivery to each of the persons specified in the Security Documents as holding Collateral; (F) the original membership interest certificates and delivered as stock certificates pledged to the Secured Party pursuant to the Security Documents, together with undated stock powers or endorsements duly executed in blank in connection therewith; (G) mortgages (including vessel mortgages and ship mortgages), assignments of rents and leases, and fixture filings in form and substance approved by the Initial Purchaser, to be recorded on the Closing Date isin all jurisdictions that may be deemed necessary or desirable in order to perfect the liens created by the Security Documents, orcovering the Collateral, which mortgages, assignments of rents and leases, and fixture filings shall be so recorded on the Closing Date; (H) irrevocable commitment by a title insurance company approved by the Initial Purchaser in the Initial Purchaser's reasonable discretion to issue one or more lender's policies of title insurance insuring the liens created by the Security Documents, subject only to those title matters and exceptions approved by the Initial Purchaser, together with fully executed reinsurance agreements in form and substance approved by the Initial Purchaser, providing for reinsurance in the amounts required by the Initial Purchaser with title insurance companies approved by the Initial Purchaser; and (I) any other documents required to be delivered to the extent any Mortgage is duly executed Secured Party pursuant to the Security Documents and delivered thereafter reasonable evidence that all other actions necessary or desirable to perfect and protect the Liens created by the relevant Credit Party, will be, effective to create, in favor of the Collateral Agent, for its benefit and the benefit of the Secured Parties, a legal, valid and enforceable first priority Lien on and security interest in all of the Credit Parties’ right, title and interest in and to the Mortgaged Real Properties thereunder and the proceeds thereof, and when the Mortgages are filed in the offices specified on Schedule 1.01(a) (or, in the case of any Mortgage executed and delivered after the date thereof in accordance with the provisions of Sections 5.11 and 5.12, when such Mortgage is filed in the offices specified in the local counsel opinion delivered with respect thereto in accordance with the provisions of Sections 5.11 and 5.12), the Mortgages shall constitute fully perfected Liens on, and security interests in, all right, title and interest of the Credit Parties in the Mortgaged Real Properties and the proceeds thereof, in each case prior and superior in right to any other person, other than Prior LiensSecurity Documents have been taken. (d) Each Security Document (other than Mortgages) delivered pursuant to Section 5.11 and Section 5.12 will, upon execution and delivery thereof, be effective to create in favor of the Collateral Agent, for the ratable benefit of the Secured Parties, a legal, valid and enforceable Lien on all of the Credit Parties’ right, title and interest in and to the Collateral thereunder, and when such Security Document is filed or recorded in the appropriate offices as may be required under applicable law, such Security Document will constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Credit Parties in such Security Agreement Collateral, in each case subject to no Liens other than the applicable Permitted Liens.

Security Documents. (a) The Each of the Supplemental Security Agreement and the Security Agreement is effective to create in favor of the Collateral Administrative Agent, for the ratable benefit of the Secured Parties, a legal, valid and enforceable security interest in and Lien on the Collateral (as defined in the Supplemental Security Agreement or the Security Agreement Collateral Agreement) and, when (i) the pledged property constituting such Collateral is delivered to the Administrative Agent, (ii) financing statements and other filings in appropriate form are filed in the offices specified on Schedule 6 to the Perfection Certificate Certificate, (iii) all other applicable filings under the Uniform Commercial Code or otherwise that are required under the Loan Documents are made, and (iiiv) all control agreements required by the Credit Parties have complied with Section 3.03 terms of the Supplemental Security AgreementAgreement shall have been executed and delivered by the appropriate parties thereto, each of the Supplemental Security Agreement and the Security Agreement shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the grantors thereunder in such Collateral and such Supplemental Collateral (other than (A) the Intellectual Property (as defined in the Security Agreement) and other than Deposit Accounts and Securities Accounts (Bas defined in the Supplemental Security Agreement) such Collateral in with respect to which a security interest cancontrol agreement is not required to be perfected under delivered pursuant to the Uniform Commercial Code as in effect at the relevant time in the relevant jurisdictionSupplemental Security Agreement), in each case subject prior and superior in right to no Liens any other Person, other than Permitted Lienswith respect to Liens expressly permitted by Section 7.2. (b) When the Security Agreement (including all schedules thereto) or a short-form thereof is filed in the United States Patent and Trademark Office and the United States Copyright Office in the manner prescribed by each office and all actions required under the laws of the state of organization of the relevant Credit Party with respect to the perfection of a security interest in such intangible property are undertakenOffice, the Collateral Agent, for the benefit of the Secured Parties, Security Agreement shall have constitute a fully perfected Lien on, and security interest in, all right, title and interest of the grantors thereunder Borrower and the Subsidiary Guarantors in the U.S. Intellectual Property (as defined in the Security Agreement) to in which a security interest may be perfected by filing, recording or registering a security agreement, financing statement or analogous document in the fullest extent permitted by lawUnited States Patent and Trademark Office or the United States Copyright Office, as applicable, in each case subject prior and superior in right to no Liens any other Person, other than Permitted with respect to Liens expressly permitted by Section 7.2 (it being understood that subsequent recordings in the United States Patent and Trademark Office and the United States Copyright Office may be necessary to perfect a Lien on registered trademarks, trademark applications and copyrights acquired by the grantors Borrower and the Subsidiary Guarantors after the date hereofRestatement Date). (c) Each Mortgage executed and delivered as of the Closing Date isThe Mortgages, orif any, to the extent any Mortgage is duly executed and delivered thereafter by the relevant Credit Party, will be, are effective to create, subject to the exceptions listed in each title insurance policy covering such Mortgage, in favor of the Collateral Agent, for its benefit and the benefit of the Secured Parties, a legal, valid and enforceable first priority Lien on and security interest in all of the Credit Parties’ right, title and interest in and to the Mortgaged Real Properties thereunder and the proceeds thereof, and when the Mortgages are filed in the offices specified on Schedule 1.01(a) (or, in the case of any Mortgage executed and delivered after the date thereof in accordance with the provisions of Sections 5.11 and 5.12, when such Mortgage is filed in the offices specified in the local counsel opinion delivered with respect thereto in accordance with the provisions of Sections 5.11 and 5.12), the Mortgages shall constitute fully perfected Liens on, and security interests in, all right, title and interest of the Credit Parties in the Mortgaged Real Properties and the proceeds thereof, in each case prior and superior in right to any other person, other than Prior Liens. (d) Each Security Document (other than Mortgages) delivered pursuant to Section 5.11 and Section 5.12 will, upon execution and delivery thereof, be effective to create in favor of the Collateral Administrative Agent, for the ratable benefit of the Secured Parties, a legal, valid and enforceable Lien on all of the Credit Parties’ right, title and interest of the Borrower and the Subsidiary Guarantors in and to the Collateral thereunderMortgaged Properties thereunder and the proceeds thereof, and when such Security Document is Mortgages are filed or recorded in the appropriate offices as may be required under applicable lawoffices, such Security Document will Mortgages shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Credit Parties Borrower and the Subsidiary Guarantors in such Security Agreement CollateralMortgaged Properties and the proceeds thereof, in each case subject prior and superior in right to no Liens any other Person, other than with respect to the applicable Permitted Liensrights of Persons pursuant to Liens expressly permitted by Section 7.2.

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

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

Security Documents. (a) The Security Pledge Agreement is ------------------- effective to create in favor of the Collateral Administrative Agent, for the ratable benefit of the Secured Parties, a legal, valid and enforceable security interest in and Lien on the Security Agreement Collateral (as defined in the Pledge Agreement) and, when such Collateral is delivered to the Administrative Agent, the Pledge Agreement shall constitute a fully perfected first priority Lien on, and security interest in, all right, title and interest of the pledgors thereunder in such Collateral, in each case prior and superior in right to any other Person. (ib) The Security Agreement is effective to create in favor of the Administrative Agent, for the ratable benefit of the Secured Parties, a legal, valid and enforceable security interest in the Collateral (as defined in the Security Agreement) and, when financing statements and other filings in appropriate form are filed in the offices specified on Schedule 6 to the Perfection Certificate and (ii) the Credit Parties have complied with Section 3.03 of the Security AgreementCertificate, the Security Agreement shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the grantors thereunder in such Collateral (other than (A) the Intellectual Property (as defined in the Security Agreement) and (B) such Collateral in which a security interest cannot be perfected under the Uniform Commercial Code as in effect at the relevant time in the relevant jurisdiction)), in each case subject prior and superior in right to no Liens any other Person, other than Permitted Lienswith respect to Liens expressly permitted by Section 6.02. (bc) When the Security Agreement (including all schedules thereto) or a short-form thereof is filed in the United States Patent and Trademark Office and the United States Copyright Office in the manner prescribed by each office and all actions required under the laws of the state of organization of the relevant Credit Party with respect to the perfection of a security interest in such intangible property are undertakenOffice, the Collateral Agent, for the benefit of the Secured Parties, Security Agreement shall have constitute a fully perfected Lien on, and security interest in, all right, title and interest of the grantors thereunder Loan Parties in the U.S. Intellectual Property (as defined in the Security Agreement) to in which a security interest may be perfected by filing, recording or registering a security agreement, financing statement or analogous document in the fullest extent permitted by lawUnited States Patent and Trademark Office or the United States Copyright Office, as applicable, in each case subject prior and superior in right to no Liens any other Person other than Permitted Liens expressly permitted by Section 6.02 (it being understood that subsequent recordings in the United States Patent and Trademark Office and the United States Copyright Office may be necessary to perfect a Lien on registered trademarks, trademark applications and copyrights acquired by the grantors Loan Parties after the date hereof). (cd) Each Mortgage The Mortgages, when executed and delivered as of the Closing Date is, or, to the extent any Mortgage is duly executed and delivered thereafter by the relevant Credit Partydelivered, will be, be effective to create, subject to the exceptions listed in each title insurance policy covering such Mortgage, in favor of the Collateral Agent, for its benefit and the benefit of the Secured Parties, a legal, valid and enforceable first priority Lien on and security interest in all of the Credit Parties’ right, title and interest in and to the Mortgaged Real Properties thereunder and the proceeds thereof, and when the Mortgages are filed in the offices specified on Schedule 1.01(a) (or, in the case of any Mortgage executed and delivered after the date thereof in accordance with the provisions of Sections 5.11 and 5.12, when such Mortgage is filed in the offices specified in the local counsel opinion delivered with respect thereto in accordance with the provisions of Sections 5.11 and 5.12), the Mortgages shall constitute fully perfected Liens on, and security interests in, all right, title and interest of the Credit Parties in the Mortgaged Real Properties and the proceeds thereof, in each case prior and superior in right to any other person, other than Prior Liens. (d) Each Security Document (other than Mortgages) delivered pursuant to Section 5.11 and Section 5.12 will, upon execution and delivery thereof, be effective to create in favor of the Collateral Administrative Agent, for the ratable benefit of the Secured Parties, a legal, valid and enforceable Lien on all of the Credit Loan Parties’ ' right, title and interest in and to the Collateral thereunderMortgaged Properties thereunder and the proceeds thereof, and when such Security Document is the Mortgages are filed or recorded in the appropriate offices as may be required under applicable lawspecified on Schedule 3.16(d), such Security Document will the Mortgages shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Credit Loan Parties in such Security Agreement CollateralMortgaged Properties and the proceeds thereof, in each case subject prior and superior in right to no Liens any other Person, other than with respect to the applicable Permitted Liensrights of Persons pursuant to Liens expressly permitted by Section 6.02.

Security Documents. (a) The Pledge Agreement is effective to create in favor of the Collateral Agent, for the ratable benefit of the Secured Parties, a legal, valid and enforceable security interest in the Collateral (as defined in the Pledge Agreement) and, when such Collateral is delivered to the Collateral Agent, the Pledge Agreement shall constitute a fully perfected first priority Lien on, and security interest in, all right, title and interest of the pledgor thereunder in such Collateral, in each case prior and superior in right to any other Person; PROVIDED that the actions specified in Schedule 3.16(a) are required to be taken in connection with the pledge of capital stock of Foreign Subsidiaries. (b) The Security Agreement is effective to create in favor of the Collateral Agent, for the ratable benefit of the Secured Parties, a legal, valid and enforceable security interest in and Lien on the Collateral (as defined in the Security Agreement Collateral Agreement) and, when (i) financing statements and other filings in appropriate form are filed in the offices specified on Schedule 6 to the Perfection Certificate and (ii) the Credit Parties have complied with Section 3.03 of the Security AgreementCertificate, the Security Agreement shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the grantors thereunder in such Collateral (other than (A) the Intellectual Property (as defined in the Security Agreement) and (B) such Collateral in which a security interest cannot be perfected under the Uniform Commercial Code as in effect at the relevant time in the relevant jurisdiction)), in each case subject prior and superior in right to no Liens any other Person, other than Permitted Lienswith respect to Liens expressly permitted by Section 6.03. (bc) When the Security Agreement (including all schedules thereto) or a short-form thereof summary thereof) is filed in the United States Patent and Trademark Office and the United States Copyright Office in the manner prescribed by each office and all actions required under the laws of the state of organization of the relevant Credit Party with respect to the perfection of a security interest in such intangible property are undertakenOffice, the Collateral Agent, for the benefit of the Secured Parties, Security Agreement shall have constitute a fully perfected Lien on, and security interest in, all right, title and interest of the grantors thereunder Loan Parties in the U.S. Intellectual Property (as defined in the Security Agreement) to in which a security interest may be perfected by filing, recording or registering a security agreement, financing statement or analogous document in the fullest extent permitted by lawUnited States Patent and Trademark Office or the United States Copyright Office, as applicable, in each case subject prior and superior in right to no Liens any other than Permitted Liens Person (it being understood that subsequent recordings in the United States Patent and Trademark Office and the United States Copyright Office may be necessary to perfect a Lien lien on registered trademarks, trademark applications and copyrights acquired by the grantors Loan Parties after the date hereof). (cd) Each Mortgage executed and delivered as of the Closing Date is, or, to the extent any Mortgage is duly executed and delivered thereafter by the relevant Credit Party, will be, The Mortgages are effective to create, in favor of the Collateral Agent, for its benefit and the benefit of the Secured Parties, a legal, valid and enforceable first priority Lien on and security interest in all of the Credit Parties’ right, title and interest in and subject to the Mortgaged Real Properties thereunder and the proceeds thereof, and when the Mortgages are filed in the offices specified on Schedule 1.01(a) (or, in the case of any Mortgage executed and delivered after the date thereof in accordance with the provisions of Sections 5.11 and 5.12, when such Mortgage is filed in the offices specified in the local counsel opinion delivered with respect thereto in accordance with the provisions of Sections 5.11 and 5.12), the Mortgages shall constitute fully perfected Liens on, and security interests in, all right, title and interest of the Credit Parties in the Mortgaged Real Properties and the proceeds thereof, exceptions listed in each case prior and superior in right to any other persontitle insurance policy covering such Mortgage, other than Prior Liens. (d) Each Security Document (other than Mortgages) delivered pursuant to Section 5.11 and Section 5.12 will, upon execution and delivery thereof, be effective to create in favor of the Collateral Agent, for the ratable benefit of the Secured Parties, a legal, valid and enforceable Lien on all of the Credit Loan Parties’ ' right, title and interest in and to the Collateral thereunderMortgaged Properties thereunder and the proceeds thereof, and when such Security Document is the Mortgages are filed or recorded in the appropriate offices as may be required under applicable lawspecified on Schedule 3.16(d), such Security Document will the Mortgages shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Credit Loan Parties in such Security Agreement CollateralMortgaged Properties and the proceeds thereof, in each case subject prior and superior in right to no Liens any other Person, other than with respect to the applicable Permitted Liensrights of Persons pursuant to Liens expressly permitted by Section 6.03.

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

Security Documents. (a) The Security Agreement is effective to create in favor of the Collateral Agent, for the benefit of the Secured Parties, a legal, valid and enforceable security interest in and Lien on the Security Agreement Pledged Collateral and, when (i) financing statements and other filings in appropriate form are filed in the offices specified on Schedule 6 3.3 to the Perfection Certificate Security Agreement and (ii) the Credit Parties have complied with Section 3.03 of Securities Collateral (as defined in the Security Agreement) is delivered to the Collateral Agent, the Security Agreement shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the grantors thereunder in such Pledged Collateral (other than (A) the Intellectual Property (Property, as defined in the Security Agreement) Agreement and (B) such except for that portion of the Pledged Collateral in as to which a security interest cannot be perfected under control thereof is necessary for the Uniform Commercial Code as in effect at perfection of the relevant time in Collateral Agent's Lien thereon or with respect to which perfection of the relevant jurisdictionCollateral Agent's Lien is governed by laws other than Article 9 of the UCC ), in each case prior and superior in right to any other person, other than holders of Prior Liens and subject to no other Liens other than Permitted Liensexcept for Liens expressly permitted to exist on such Pledged Collateral by the terms of the Security Agreement. (b) When the Security Agreement (including all schedules thereto) or a short-form thereof is filed in the United States Patent and Trademark Office and the United States Copyright Office in the manner prescribed by each office and all actions required under the laws of the state of organization of the relevant Credit Party with respect to the perfection of a security interest in such intangible property are undertakenOffice, the Collateral Agent, for the benefit of the Secured Parties, Security Agreement shall have constitute a fully perfected Lien on, and security interest in, all right, title and interest of the grantors thereunder in the U.S. Intellectual Property Collateral (as defined in the Security Agreement) to the fullest extent permitted by law), in each case subject prior and superior in right to no Liens any other than Permitted Liens person (it being understood that subsequent recordings in the United States Patent and Trademark Office and the United States Copyright Office may be necessary to perfect a Lien lien on registered trademarks, trademark applications and copyrights acquired by the grantors after the date hereof), other than holders of Prior Liens and subject to no other Liens except for Liens expressly permitted to exist on such Pledged Collateral by the terms of this Agreement or the Security Agreement. (c) Each Mortgage executed and delivered as of the Closing Date is, or, to the extent any Mortgage is duly executed and delivered thereafter by the relevant Credit Party, will be, The Mortgages are effective to create, create in favor of the Collateral Agent, for its benefit and the benefit of the Secured Parties, a legal, valid and enforceable first priority Lien on and security interest in all of the Credit Parties’ right, title and interest in and to the Mortgaged Real Properties thereunder and the proceeds thereof, and when the Mortgages are filed in the offices specified on Schedule 1.01(a) (or, in the case of any Mortgage executed and delivered after the date thereof in accordance with the provisions of Sections 5.11 and 5.12, when such Mortgage is filed in the offices specified in the local counsel opinion delivered with respect thereto in accordance with the provisions of Sections 5.11 and 5.12), the Mortgages shall constitute fully perfected Liens on, and security interests in, all right, title and interest of the Credit Parties in the Mortgaged Real Properties and the proceeds thereof, in each case prior and superior in right to any other person, other than Prior Liens. (d) Each Security Document (other than Mortgages) delivered pursuant to Section 5.11 and Section 5.12 will, upon execution and delivery thereof, be effective to create in favor of the Collateral Agent, for the ratable benefit of the Secured Parties, a legal, valid and enforceable Lien on all of the Credit Parties’ right, title and interest in and to the Collateral thereunder, and when such Security Document is filed or recorded in the appropriate offices as may be required under applicable law, such Security Document will constitute a fully perfected Lien on, and security interest in, all of the Loan Parties' right, title and interest of the Credit Parties in such Security Agreement Collateral, in each case subject to no Liens other than the applicable Permitted Liens.title

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

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

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

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

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

Security Documents. (a) The Prior to the Release Date, the Pledge Agreement is effective to create in favor of the Collateral Agent, for the ratable benefit of the Secured Parties, a legal, valid and enforceable security interest in the Collateral (as defined in the Pledge Agreement) and, when the Collateral is delivered to the Collateral Agent, the Pledge Agreement shall constitute a fully perfected first priority Lien on, and security interest in, all right, title and interest of the pledgors thereunder in such Collateral, in each case prior and superior in right to any other person. (b) Prior to the Release Date, the Security Agreement is effective to create in favor of the Collateral Agent, for the ratable benefit of the Secured Parties, a legal, valid and enforceable security interest in and Lien on the Collateral (as defined in the Security Agreement Collateral Agreement) and, when (i) financing statements and other filings in appropriate form are filed in the offices specified on Schedule 6 to the Perfection Certificate and (ii) the Credit Parties have complied with Section 3.03 of the Security AgreementCertificate, the Security Agreement shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the grantors thereunder in such Collateral (other than (A) the Intellectual Property (Property, as defined in the Security Agreement) and (B) such Collateral in which a security interest cannot be perfected under the Uniform Commercial Code as in effect at the relevant time in the relevant jurisdiction), in each case subject prior and superior in right to no Liens any other person, other than Permitted Lienswith respect to Liens expressly permitted by Section 6.02. (bc) When the Security Agreement (including all schedules thereto) or a short-form thereof is filed in the United States Patent and Trademark Office and the United States Copyright Office in the manner prescribed by each office and all actions required under the laws of the state of organization of the relevant Credit Party with respect Office, prior to the perfection of a security interest in such intangible property are undertakenRelease Date, the Collateral Agent, for the benefit of the Secured Parties, Security Agreement shall have constitute a fully perfected Lien on, and security interest in, all right, title and interest of the grantors thereunder in the U.S. Intellectual Property (as defined in the Security Agreement) to the fullest extent permitted by law), in each case subject prior and superior in right to no Liens any other than Permitted Liens person (it being understood that subsequent recordings in the United States Patent and Trademark Office and the United States Copyright Office may be necessary to perfect a Lien lien on registered trademarks, trademark applications and copyrights acquired by the grantors after the date hereof). (cd) Each Mortgage executed and delivered as of the Closing Date is, or, Prior to the extent any Mortgage is duly executed and delivered thereafter by the relevant Credit PartyRelease Date, will be, effective to create, in favor of the Collateral Agent, for its benefit and the benefit of the Secured Parties, a legal, valid and enforceable first priority Lien on and security interest in all of the Credit Parties’ right, title and interest in and to the Mortgaged Real Properties thereunder and the proceeds thereof, and when the Mortgages are filed in the offices specified on Schedule 1.01(a) (or, in the case of any Mortgage executed and delivered after the date thereof in accordance with the provisions of Sections 5.11 and 5.12, when such Mortgage is filed in the offices specified in the local counsel opinion delivered with respect thereto in accordance with the provisions of Sections 5.11 and 5.12), the Mortgages shall constitute fully perfected Liens on, and security interests in, all right, title and interest of the Credit Parties in the Mortgaged Real Properties and the proceeds thereof, in each case prior and superior in right to any other person, other than Prior Liens. (d) Each Security Document (other than Mortgages) delivered pursuant to Section 5.11 and Section 5.12 will, upon execution and delivery thereof, be effective to create in favor of the Collateral Agent, for the ratable benefit of the Secured Parties, a legal, valid and enforceable Lien on all of the Credit Loan Parties’ ' right, title and interest in and to the Collateral thereunderMortgaged Property thereunder and the proceeds thereof, and when such Security Document is the Mortgages are filed or recorded in the appropriate offices as may be required under applicable law, such Security Document will constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Credit Parties in such Security Agreement Collateral, in each case subject to no Liens other than the applicable Permitted Liens.specified on Schedule 3.19

Security Documents. (a) The Upon execution, the Security Agreement is Documents will be effective to create in favor of the Collateral Administrative Agent, for the benefit of the Secured Parties, a legal, valid valid, enforceable and enforceable perfected second priority security interest in the Collateral described therein and Lien on the Security Agreement Collateral and, when (i) financing statements and other filings in appropriate form are filed in the offices specified on Schedule 6 proceeds thereof to the Perfection Certificate and extent intended to be created thereby. (iib) [Reserved] (c) The Administrative Agent, for the Credit Parties have complied with Section 3.03 benefit of the Security AgreementSecured Parties, the Security Agreement shall constitute have a fully perfected second priority Lien on, and security interest in, all right, title and interest of the grantors Loan Parties thereunder in such Collateral (other than (A) the domestic Intellectual Property (as defined in to the Security Agreement) and (B) such Collateral in which a security interest cannot extent contemplated to be perfected under the Uniform Commercial Code as in effect at the relevant time in the relevant jurisdictioncreated thereby), in each case subject prior and superior in right to no Liens any other person other than Permitted Liens. (b) When the Security Agreement (including all schedules thereto) or a short-form thereof is filed in the United States Patent and Trademark Office and the United States Copyright Office in the manner prescribed by each office and all actions required under the laws of the state of organization of the relevant Credit Party with respect to the perfection of a security interest in such intangible property are undertaken, the Collateral Agent, for the benefit of the Existing Secured Parties, shall have a fully perfected Lien on, and security interest in, all right, title and interest of the grantors thereunder in the U.S. Intellectual Property (as defined in the Security Agreement) to the fullest extent permitted by law, in each case subject to no Liens other than Permitted Liens Parties (it being understood that subsequent recordings in the United States Patent and Trademark Office and the United States Copyright Office may be necessary to perfect a Lien lien on registered trademarkstrademarks and patents, trademark and patent applications and registered copyrights acquired by the grantors after the date hereof)Closing Date to the extent perfection is not governed by the UCC) except Liens permitted by Section 6.02 and Liens having priority by operation of law. (cd) Each Mortgage executed and delivered as of the Closing Date is, or, to the extent any Mortgage is duly executed and delivered thereafter by the relevant Credit Party, will be, Foreign Pledge Agreement shall be effective to create, create in favor of the Collateral Administrative Agent, for its benefit and the benefit of the Secured Parties, a legal, valid and enforceable first second priority Lien on and security interest in all of the Credit Parties’ right, title Collateral described therein and interest in and to the Mortgaged Real Properties thereunder and the proceeds thereof, and when the Mortgages are filed in the offices specified on Schedule 1.01(a) (or, in . In the case of any Mortgage executed and the Pledged Collateral described in a Foreign Pledge Agreement, when certificates representing such Pledged Collateral are delivered after to the date thereof Administrative Agent in accordance with the provisions of Sections 5.11 and 5.12, when such Mortgage is filed in the offices specified in the local counsel opinion delivered with respect thereto in accordance with the provisions of Sections 5.11 and 5.12)Foreign Pledge Agreement, the Mortgages shall constitute fully perfected Liens on, and security interests in, all right, title and interest of the Credit Parties in the Mortgaged Real Properties and the proceeds thereof, in each case prior and superior in right to any other person, other than Prior Liens. (d) Each Security Document (other than Mortgages) delivered pursuant to Section 5.11 and Section 5.12 will, upon execution and delivery thereof, be effective to create in favor of the Collateral Administrative Agent, for the ratable benefit of the Secured Parties, a legal, valid and enforceable Lien on all of the Credit Parties’ right, title and interest in and to the Collateral thereunder, and when such Security Document is filed or recorded in the appropriate offices as may be required under applicable law, such Security Document will constitute shall have a fully perfected second priority Lien on, and security interest in, all right, title and interest of the Credit Loan Parties in such Security Agreement CollateralCollateral and the proceeds thereof, as security for the Borrower Obligations and the Guarantees thereof, in each case subject prior and superior in right to any other person (it being understood and agreed, for the avoidance of doubt, that no Liens other than such Collateral shall be delivered to the applicable Permitted LiensAdministrative Agent so long as it is required to be delivered to the First Lien Collateral Agent).

Security Documents. (a) The Pledge Agreement is effective to create in favor of the Collateral Agent, for the ratable benefit of the Secured Parties, a legal, valid and enforceable security interest in the Collateral (as defined in the Pledge Agreement) and, when such Collateral is delivered to the Collateral Agent, the Pledge Agreement shall (b) The Security Agreement is effective to create in favor of the Collateral Agent, for the ratable benefit of the Secured Parties, a legal, valid and enforceable security interest in and Lien the Collateral (as defined in the Security Agreement) owned by the Grantors on the Security Agreement Collateral Restatement Effective Date and, when (i) financing statements and other filings in appropriate form are filed in the offices specified on Schedule 6 to the Perfection Certificate and (ii) the Credit Parties have complied with Section 3.03 of the Security AgreementCertificate, the Security Agreement shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the grantors thereunder in such Collateral (other than (A) the Intellectual Property (Property, as defined in the Security Agreement) and (B) such Collateral in which a security interest cannot that may be perfected by filing, recording or registering a financing statement under the Uniform Commercial Code as in effect at the relevant time in the relevant jurisdiction)United States (or any political subdivision thereof) and its territories and possessions, in each case subject prior and superior in right to no Liens any other Lien on any Collateral other than Permitted LiensLiens expressly permitted by Section 6.02. (bc) When The security agreement executed pursuant to the Security Existing Credit Agreement (including all schedules thereto) or a short-form thereof is and filed in the United States Patent and Trademark Office and the United States Copyright Office in the manner prescribed by each office and all actions required under the laws of the state of organization of the relevant Credit Party with respect to the perfection of a security interest in such intangible property are undertakenon August 26, the Collateral Agent1996, for the benefit of the Secured Parties, shall have constitutes a fully perfected Lien on, and security interest in, all right, title and interest of the grantors thereunder in the U.S. Intellectual Property Patents, Trademarks (other than "intent to use" Trademark applications) and Copyrights (each, as defined in the Security Agreement) material to the fullest extent permitted Borrowers' or Guarantors' business on the Acquisition Date and in which a security interest may be perfected by lawfiling, recording or registration of the Security Agreement in the United States Patent and Trademark Office and the United States Copyright Office, in each case subject prior and superior in right to no Liens any other person other than Permitted Liens permitted by Section 6.02 (it being understood and agreed that subsequent recordings in the United States Patent and Trademark Office and the United States Copyright Office may will not be necessary required to perfect a Lien lien on registered trademarks, trademark applications and copyrights acquired or developed by the grantors after the date hereofAcquisition Date). (c) Each Mortgage executed and delivered as of the Closing Date is, or, to the extent any Mortgage is duly executed and delivered thereafter by the relevant Credit Party, will be, effective to create, in favor of the Collateral Agent, for its benefit and the benefit of the Secured Parties, a legal, valid and enforceable first priority Lien on and security interest in all of the Credit Parties’ right, title and interest in and to the Mortgaged Real Properties thereunder and the proceeds thereof, and when the Mortgages are filed in the offices specified on Schedule 1.01(a) (or, in the case of any Mortgage executed and delivered after the date thereof in accordance with the provisions of Sections 5.11 and 5.12, when such Mortgage is filed in the offices specified in the local counsel opinion delivered with respect thereto in accordance with the provisions of Sections 5.11 and 5.12), the Mortgages shall constitute fully perfected Liens on, and security interests in, all right, title and interest of the Credit Parties in the Mortgaged Real Properties and the proceeds thereof, in each case prior and superior in right to any other person, other than Prior Liens. (d) Each Security Document The Mortgages, as amended by the amendments thereto on the date hereof (other than Mortgages) delivered pursuant to Section 5.11 and Section 5.12 willthe "Mortgage Amendments"), upon execution and delivery thereof, be are effective to create in favor of the Collateral Agent, for the ratable benefit of the Secured Parties, a legal, valid and enforceable Lien on all of the Credit Loan Parties’ ' right, title and interest in and to the Collateral thereunderMortgaged Properties thereunder and the proceeds thereof, and when such Security Document is the Mortgage Amendments are filed in the offices specified on Schedule 3.19(d) and the proper amount of mortgage recording or recorded similar taxes (if any) are paid and when the financing statements are duly filed in the appropriate offices as may be required under applicable lawpublic records, such Security Document will the Mortgages shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Credit Loan Parties in such Security Agreement CollateralMortgaged Property and the proceeds thereof, in each case subject prior and superior in right to no Liens any other person other than the applicable Permitted LiensEncumbrances.

Security Documents. (a) The Pledge Agreement is effective to create in favor of the Collateral Agent, for the ratable benefit of the Secured Parties, a legal, valid and enforceable security interest in the Collateral (as defined in the Pledge Agreement) and, when the Collateral is delivered to the Collateral Agent or financing statements are filed (covering certificated securities), the Pledge Agreement shall constitute a fully perfected first priority Lien on, and security interest in, all right, title and interest of the pledgor thereunder in such Collateral, in each case prior and superior in right to any other person. (b) The Security Agreement is effective to create in favor of the Collateral Agent, for the ratable benefit of the Secured Parties, a legal, valid and enforceable security interest in and Lien on the Collateral (as defined in the Security Agreement Collateral Agreement) and, when (i) financing statements and other filings in appropriate form are filed in the offices specified on Schedule 6 to the Perfection Certificate and (ii) the Credit Parties have complied with Section 3.03 of the Security AgreementCertificate, the Security Agreement shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the grantors thereunder in such Collateral (other than (A) the Intellectual Property (as defined in the Security Agreement) and (B) such Collateral in which a security interest cannot be perfected under the Uniform Commercial Code as in effect at the relevant time in the relevant jurisdiction), in each case subject prior and superior in right to no Liens any other person, other than Permitted Lienswith respect to Liens expressly permitted by Section 6.02. (bc) When the Security Agreement (including all schedules thereto) or a short-form thereof is filed in the United States Patent and Trademark Office and the United States Copyright Office in the manner prescribed by each office and all actions required under the laws of the state of organization of the relevant Credit Party with respect to the perfection of a security interest in such intangible property are undertakenOffice, the Collateral Agent, for the benefit of the Secured Parties, Security Agreement shall have constitute a fully perfected Lien on, and security interest in, all right, title and interest of the grantors thereunder Loan Parties in the U.S. Intellectual Property (as defined in the Security Agreement) to in which a security interest may be perfected by filing, recording or registering a security agreement, financing statement or analogous document in the fullest extent permitted by lawUnited States Patent and Trademark Office or the United States Copyright Office, as applicable, in each case subject prior and superior in right to no Liens any other person other than Permitted Liens expressly permitted by Section 6.02 (it being understood that subsequent recordings in the United States Patent and Trademark Office and the United States Copyright Office may be necessary to perfect a Lien on registered trademarks, trademark applications and copyrights acquired by the grantors Loan Parties after the date hereof). (cd) Each Mortgage executed and delivered as of the Closing Date is, or, to the extent any Mortgage is duly executed and delivered thereafter by the relevant Credit Party, will be, The Mortgages are effective to create, in favor of the Collateral Agent, for its benefit and the benefit of the Secured Parties, a legal, valid and enforceable first priority Lien on and security interest in all of the Credit Parties’ right, title and interest in and subject to the Mortgaged Real Properties thereunder and the proceeds thereof, and when the Mortgages are filed in the offices specified on Schedule 1.01(a) (or, in the case of any Mortgage executed and delivered after the date thereof in accordance with the provisions of Sections 5.11 and 5.12, when such Mortgage is filed in the offices specified in the local counsel opinion delivered with respect thereto in accordance with the provisions of Sections 5.11 and 5.12), the Mortgages shall constitute fully perfected Liens on, and security interests in, all right, title and interest of the Credit Parties in the Mortgaged Real Properties and the proceeds thereof, exceptions listed in each case prior and superior in right to any other persontitle insurance policy covering such Mortgage, other than Prior Liens. (d) Each Security Document (other than Mortgages) delivered pursuant to Section 5.11 and Section 5.12 will, upon execution and delivery thereof, be effective to create in favor of the Collateral Agent, for the ratable benefit of the Secured Parties, a legal, valid and enforceable Lien on all of the Credit Loan Parties’ ' right, title and interest in and to the Collateral thereunderMortgaged Properties thereunder and the proceeds thereof, and when such Security Document is the Mortgages are filed or recorded in the appropriate offices as may be required under applicable lawoffices, such Security Document will the Mortgages shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Credit Loan Parties in such Security Agreement CollateralMortgaged Properties and the proceeds thereof, in each case subject prior and superior in right to no Liens any other person, other than with respect to the applicable Permitted Liensrights of persons pursuant to Liens expressly permitted by Section 6.02.

Security Documents. (a) The Pledge and Security Agreement is effective to create in favor of the Collateral Administrative Agent, for the ratable benefit of the Secured Partiesholders of Obligations, a legal, valid and enforceable security interest in the property therein described as collateral. All Securities in which any Loan Party owns any interest are Certificated Securities. All such Certificated Securities, all Intercompany Notes and all Instruments in which any Loan Party owns any interest have been delivered to the Administrative Agent, in pledge as security for the Obligations. The Administrative Agent's security interest therein constitutes a fully perfected first priority and sole Lien on on, and security interest in, all right, title and interest of each Loan Party in all such Certificated Securities, Intercompany Notes and Instruments, in each case free from any adverse claim and prior and superior in right to any other Person. Schedule 4.15(a) sets forth all Certificated Securities, Intercompany Notes and Instruments that have been delivered to, and are held in pledge by, the Security Agreement Collateral and, when Administrative Agent. (ib) financing Financing statements and other filings in appropriate form are filed in the offices specified on Schedule 6 3.1(b), which constitute all offices in which a financing statement is required to the Perfection Certificate be filed or can be filed in order to perfect a security interest in any such property. The Pledge and (ii) the Credit Parties have complied with Section 3.03 of the Security Agreement, the Security Agreement shall constitute constitutes a fully perfected Lien on, and security interest in, all right, title and interest of the grantors thereunder in such Collateral (in each case prior and superior in right to any other Person, other than with respect to any Lien that both (Ai) the Intellectual Property (as defined in the Security Agreement) is expressly permitted by Section 6.2 and (Bii) such Collateral in which is imposed by law and is entitled, as a matter of law, to priority over a security interest cannot be that was duly perfected under the Uniform Commercial Code as in effect at the relevant time in the relevant jurisdiction), in each case subject to no Liens other than Permitted Liensbefore such Lien attached. (bc) When the The Pledge and Security Agreement (including all schedules theretoand any supplement thereto reflecting the addition of property acquired by any Loan Party after the Effective Date) or a short-is in form thereof is filed sufficient for filing in the United States Patent and Trademark Office and the United States Copyright Office in the manner prescribed by each office and all actions required under the laws of the state of organization of the relevant Credit Party with respect to the perfection of a security interest in such intangible property are undertaken, the Collateral Agent, for the benefit of the Secured Parties, shall have a fully perfected Lien on, and security interest in, all right, title and interest of the grantors thereunder in the U.S. Intellectual Property (as defined in the Security Agreement) to the fullest extent permitted by law, in each case subject to no Liens other than Permitted Liens (it being understood that subsequent recordings in the United States Patent and Trademark Office and the United States Copyright Office may be necessary to perfect a Lien on registered trademarks, trademark applications and copyrights acquired by the grantors after the date hereof). (c) Each Mortgage executed and delivered as of the Closing Date is, or, to the extent any Mortgage is duly executed and delivered thereafter by the relevant Credit Party, will be, effective to create, in favor of the Collateral Agent, for its benefit and the benefit of the Secured Parties, a legal, valid and enforceable first priority Lien on and security interest in all of the Credit Parties’ right, title and interest in and to the Mortgaged Real Properties thereunder and the proceeds thereof, and when the Mortgages are filed in the offices specified on Schedule 1.01(a) (or, in the case of any Mortgage executed and delivered after the date thereof in accordance with the provisions of Sections 5.11 and 5.12, when such Mortgage is filed in the offices specified in the local counsel opinion delivered with respect thereto in accordance with the provisions of Sections 5.11 and 5.12), the Mortgages shall constitute fully perfected Liens on, and security interests in, all right, title and interest of the Credit Parties in the Mortgaged Real Properties and the proceeds thereof, in each case prior and superior in right to any other person, other than Prior Liens. (d) Each Security Document (other than Mortgages) delivered pursuant to Section 5.11 and Section 5.12 will, upon execution and delivery thereof, be effective to create in favor of the Collateral Agent, for the ratable benefit of the Secured Parties, a legal, valid and enforceable Lien on all of the Credit Parties’ right, title and interest in and to the Collateral thereunder, and when such Security Document is filed or recorded in the appropriate offices as may be required under applicable law, such Security Document will constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Credit Loan Parties in such Security Agreement Collateralall property in which any Loan Party has any interest as to which a security interest may be perfected by filing, recording or registering a security agreement, financing statement or analogous-document in the United States Patent and Trademark Office or the United States Copyright Office, as applicable, in each case subject prior and superior in right to no Liens any other than the applicable Permitted Liensperson.

Security Documents. (a) The Security Agreement is effective to create in favor of the Collateral Agent, for the ratable benefit of the Secured PartiesLenders, the Collateral Monitoring Agent and the Issuing Bank, a legal, valid and enforceable security interest in and Lien on the Collateral (as defined in the Security Agreement Collateral Agreement) and, when (i) the pledged property constituting such Collateral is delivered to the Agent, (ii) financing statements and other filings in appropriate form are filed in the offices of the secretary of state of the jurisdiction of organization of the Borrower and each Corporate Guarantor or such other office specified on Schedule 6 to by the Perfection Certificate UCC and (iiiii) all other applicable filings under the Credit Parties have complied with Section 3.03 of UCC or otherwise that are required or permitted under the Security AgreementLoan Documents are made, the Security Agreement shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the grantors thereunder in such Collateral (other than (A) the Intellectual Property (as defined in the Security Agreement) and (B) such intellectual property or any other Collateral in for which a security interest cannot be perfected under the Uniform Commercial Code as in effect at the relevant time in the relevant jurisdiction), in each case subject to no Liens other than Permitted Liens. (b) When the Security Agreement (including all schedules thereto) or a short-form thereof is filed in the United States Patent and Trademark Office and the United States Copyright Office in the manner prescribed by each office and all actions required under the laws of the state of organization of the relevant Credit Party with respect to the perfection of a security interest in such intangible property are undertaken, the Collateral Agent, for the benefit of the Secured Parties, shall have a fully perfected Lien on, and security interest in, all right, title and interest of the grantors thereunder in the U.S. Intellectual Property (as defined in the Security Agreement) to the fullest extent permitted by law, in each case subject to no Liens other than Permitted Liens (it being understood that subsequent recordings in the United States Patent and Trademark Office and the United States Copyright Office may be necessary to perfect a Lien on registered trademarks, trademark applications and copyrights acquired is not governed by the grantors after the date hereofUCC). (c) Each Mortgage executed and delivered as of the Closing Date is, or, to the extent any Mortgage is duly executed and delivered thereafter by the relevant Credit Party, will be, effective to create, in favor of the Collateral Agent, for its benefit and the benefit of the Secured Parties, a legal, valid and enforceable first priority Lien on and security interest in all of the Credit Parties’ right, title and interest in and to the Mortgaged Real Properties thereunder and the proceeds thereof, and when the Mortgages are filed in the offices specified on Schedule 1.01(a) (or, in the case of any Mortgage executed and delivered after the date thereof in accordance with the provisions of Sections 5.11 and 5.12, when such Mortgage is filed in the offices specified in the local counsel opinion delivered with respect thereto in accordance with the provisions of Sections 5.11 and 5.12), the Mortgages shall constitute fully perfected Liens on, and security interests in, all right, title and interest of the Credit Parties in the Mortgaged Real Properties and the proceeds thereof, in each case prior and superior in right to any other personPerson, other than Prior Lienswith respect to Liens expressly permitted by Section 7.2. (db) Each Security Document (other than Mortgages) delivered pursuant to Section 5.11 and Section 5.12 will, upon execution and delivery thereof, be effective to create in favor of the Collateral Agent, for the ratable benefit of the Secured Parties, a legal, valid and enforceable Lien on all of the Credit Parties’ right, title and interest in and Except to the Collateral thereunderextent that the recording of an assignment or other transfer of title to the Agent or the recording of other applicable documents in the United States Patent and Trademark Office, and when such Security Document is filed the United States Copyright Office or recorded the filing of financing statements in the appropriate form in the offices as of the secretary of state of the jurisdiction of organization of the Borrower and each Corporate Guarantor or such other office specified by the UCC may be required under applicable lawnecessary for perfection, such the Security Document will Agreement shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Credit Parties Borrower and the Corporate Guarantors in such Security Agreement Collateralthe intellectual property in which a security interest may be perfected by filing, recording or registering a security agreement, financing statement or analogous document in the United States Patent and Trademark Office or the United States Copyright Office, as applicable, in each case subject to no Liens the extent permitted by applicable law prior and superior in right to any other Person, other than the applicable Permitted Lienswith respect to Liens expressly permitted by Section 7.2.

Security Documents. (a) The Security Each Pledge Agreement is effective to create in favor of the Applicable Collateral Agent, for the ratable benefit of the Secured PartiesParties referred to therein, a legal, valid and enforceable security interest in and Lien on the Security Agreement Collateral (as defined in such Pledge Agreement) and, when such Collateral (ito the extent such Collateral constitutes an instrument under the applicable Uniform Commercial Code or Personal Property Security Act) is delivered to such Collateral Agent, such Pledge Agreement shall constitute a fully perfected first priority Lien on, and security interest in, all right, title and interest of the pledgors thereunder in such Collateral, in each case prior and superior in right to any other person. (b) Each of the Security Agreements is effective to create in favor of the Applicable Collateral Agent, for the ratable benefit of the Secured Parties referred to therein, a legal, valid and enforceable security interest in the Collateral (as defined in such Security Agreement) and, when financing statements and other filings in appropriate form are filed in the offices specified on Schedule 6 1(A) to the Perfection Certificate and (ii) the Credit Parties have complied with Section 3.03 of the Security AgreementCertificate, the such Security Agreement shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the grantors thereunder in such Collateral (other than (A) portion of the Intellectual Property (as defined in the Security Agreement) and (B) such Collateral in which a security interest cannot may be perfected by the filing of a financing statement under the applicable Uniform Commercial Code as in effect at the relevant time in the relevant jurisdiction), in each case subject to no Liens or Personal Property Security Act (other than Permitted Liens. (b) When the Security Agreement (including all schedules thereto) or a short-form thereof is filed in the United States Patent and Trademark Office and the United States Copyright Office in the manner prescribed by each office and all actions required under the laws of the state of organization of the relevant Credit Party with respect to the perfection of a security interest in such intangible property are undertakenIntellectual Property, the Collateral Agent, for the benefit of the Secured Parties, shall have a fully perfected Lien on, and security interest in, all right, title and interest of the grantors thereunder in the U.S. Intellectual Property (as defined in the U.S. Security Agreement) to the fullest extent permitted by law, in each case subject to no Liens other than Permitted Liens (it being understood that subsequent recordings in the United States Patent and Trademark Office and the United States Copyright Office may be necessary to perfect a Lien on registered trademarks, trademark applications and copyrights acquired by the grantors after the date hereof). (c) Each Mortgage executed and delivered as of the Closing Date is, or, to the extent any Mortgage is duly executed and delivered thereafter by the relevant Credit Party, will be, effective to create, in favor of the Collateral Agent, for its benefit and the benefit of the Secured Parties, a legal, valid and enforceable first priority Lien on and security interest in all of the Credit Parties’ right, title and interest in and to the Mortgaged Real Properties thereunder and the proceeds thereof, and when the Mortgages are filed in the offices specified on Schedule 1.01(a) (or, in the case of any Mortgage executed and delivered after the date thereof in accordance with the provisions of Sections 5.11 and 5.12, when such Mortgage is filed in the offices specified in the local counsel opinion delivered with respect thereto in accordance with the provisions of Sections 5.11 and 5.12), the Mortgages shall constitute fully perfected Liens on, and security interests in, all right, title and interest of the Credit Parties in the Mortgaged Real Properties and the proceeds thereof, in each case prior and superior in right to any other person, other than Prior Lienswith respect to Liens expressly permitted by Section 6.02. (dc) Each Security Document (other than Mortgages) delivered pursuant to Section 5.11 and Section 5.12 willThe Perfection Certificate sets forth, upon execution and delivery thereof, be effective to create in favor as of the Collateral AgentEffective Date, for (a) the ratable benefit exact legal name of each Loan Party as it appears in its articles or certificate of incorporation (or equivalent organizational document), the state of its incorporation or formation and the organizational identification number (or a specific designation that one does not exist) issued by its jurisdiction of incorporation or formation and (b) each other legal name any Loan Party has had at any time during the five years preceding the Effective Date, together with the date of the Secured Parties, a legal, valid and enforceable Lien on all of the Credit Parties’ right, title and interest in and to the Collateral thereunder, and when such Security Document is filed or recorded in the appropriate offices as may be required under applicable law, such Security Document will constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Credit Parties in such Security Agreement Collateral, in each case subject to no Liens other than the applicable Permitted Liensrelevant change.

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

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

Security Documents. (a) To the extent the Pledge ------------------ Agreement has been entered into, it is effective to create in favor of the Collateral Agent, for the ratable benefit of the Secured Parties, a legal, valid and enforceable security interest in the Collateral (as defined in such Pledge Agreement) and, when such Collateral is delivered to the Collateral Agent, such Pledge Agreement shall constitute a fully perfected first priority Lien on, and security interest in, all right, title and interest of the pledgor thereunder in such Collateral, in each case prior and superior in right to any other Person. (b) The Security Agreement is effective to create in favor of the Collateral Agent, for the ratable benefit of the Secured Parties, a legal, valid and enforceable security interest in and Lien on the Collateral (as defined in the Security Agreement Collateral Agreement) and, when (i) financing statements and other filings in appropriate form are filed in the offices specified on Schedule 6 to the Perfection Certificate and (ii) the Credit Parties have complied with Section 3.03 of the Security AgreementCertificate, the Security Agreement shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the grantors thereunder in such Collateral (other than (A) the Intellectual Property (as defined in the Security Agreement) and (B) such Collateral in which a security interest cannot be perfected under the Uniform Commercial Code as in effect at the relevant time in the relevant jurisdiction)), in each case subject prior and superior in right to no Liens any other Person, other than Permitted Lienswith respect to Liens expressly permitted by Section 6.02. (bc) When the Security Agreement (including all schedules thereto) or a short-form thereof summary thereof) is filed in the United States Patent and Trademark Office and the United States Copyright Office in the manner prescribed by each office and all actions required under the laws of the state of organization of the relevant Credit Party with respect to the perfection of a security interest in such intangible property are undertakenOffice, the Collateral Agent, for the benefit of the Secured Parties, Security Agreement shall have constitute a fully perfected Lien on, and security interest in, all right, title and interest of the grantors thereunder Loan Parties in the U.S. Intellectual Property (as defined in the Security Agreement) to in which a security interest may be perfected by filing, recording or registering a security agreement, financing statement or analogous document in the fullest extent permitted by lawUnited States Patent and Trademark Office or the United States Copyright Office, as applicable, in each case subject prior and superior in right to no Liens any other than Permitted Liens Person (it being understood that subsequent recordings in the United States Patent and Trademark Office and the United States Copyright Office may be necessary to perfect a Lien lien on registered trademarks, trademark applications and copyrights acquired by the grantors Loan Parties after the date hereofClosing Date). (c) Each Mortgage executed and delivered as of the Closing Date is, or, to the extent any Mortgage is duly executed and delivered thereafter by the relevant Credit Party, will be, effective to create, in favor of the Collateral Agent, for its benefit and the benefit of the Secured Parties, a legal, valid and enforceable first priority Lien on and security interest in all of the Credit Parties’ right, title and interest in and to the Mortgaged Real Properties thereunder and the proceeds thereof, and when the Mortgages are filed in the offices specified on Schedule 1.01(a) (or, in the case of any Mortgage executed and delivered after the date thereof in accordance with the provisions of Sections 5.11 and 5.12, when such Mortgage is filed in the offices specified in the local counsel opinion delivered with respect thereto in accordance with the provisions of Sections 5.11 and 5.12), the Mortgages shall constitute fully perfected Liens on, and security interests in, all right, title and interest of the Credit Parties in the Mortgaged Real Properties and the proceeds thereof, in each case prior and superior in right to any other person, other than Prior Lienswith respect to Liens permitted by Section 6.02. (d) Each Security Document (other than Mortgages) delivered pursuant to Section 5.11 and Section 5.12 will, upon execution and delivery thereof, be The Mortgages are effective to create create, subject to the exceptions listed in each title insurance policy covering such Mortgage, in favor of the Collateral Agent, for the ratable benefit of the Secured Parties, a legal, valid and enforceable Lien on all of the Credit Loan Parties’ ' right, title and interest in and to the Collateral thereunderMortgaged Properties thereunder and the proceeds thereof, and when such Security Document is the Mortgages are filed or recorded in the appropriate offices as may be required under applicable lawspecified on Schedule 1.01(b), such Security Document will the Mortgages shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Credit Loan Parties in such Security Agreement CollateralMortgaged Properties and the proceeds thereof, in each case subject prior and superior in right to no Liens any other Person, other than with respect to the applicable Permitted Liensrights of Persons pursuant to Liens expressly permitted by Section 6.02.

Security Documents. (a) The Security Each Pledge Agreement is effective to create in favor of the Collateral Agent, for the benefit of the Secured Parties, a legal, valid and enforceable security interest in and Lien on the Security Agreement Collateral and, when (i) financing statements and other filings in appropriate form are filed in the offices specified on Schedule 6 to the Perfection Certificate and (ii) the Credit Parties have complied with Section 3.03 of the Security Agreement, the Security Agreement shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the grantors thereunder in such Collateral (other than (A) the Intellectual Property (as defined in the Security Agreement) and (B) such Collateral in which a security interest cannot be perfected under the Uniform Commercial Code as in effect at the relevant time in the relevant jurisdiction), in each case subject to no Liens other than Permitted Liens. (b) When the Security Agreement (including all schedules thereto) or a short-form thereof is filed in the United States Patent and Trademark Office and the United States Copyright Office in the manner prescribed by each office and all actions required under the laws of the state of organization of the relevant Credit Party with respect to the perfection of a security interest in such intangible property are undertaken, the Collateral Agent, for the benefit of the Secured Parties, shall have a fully perfected Lien on, and security interest in, all right, title and interest of the grantors thereunder in the U.S. Intellectual Property (as defined in the Security Agreement) to the fullest extent permitted by law, in each case subject to no Liens other than Permitted Liens (it being understood that subsequent recordings in the United States Patent and Trademark Office and the United States Copyright Office may be necessary to perfect a Lien on registered trademarks, trademark applications and copyrights acquired by the grantors after the date hereof). (c) Each Mortgage executed and delivered as of the Closing Date is, or, to the extent any Mortgage is duly executed and delivered thereafter by the relevant Credit Party, will be, effective to create, in favor of the Collateral Agent, for its benefit and the benefit of the Secured Parties, a legal, valid and enforceable first priority Lien on and security interest in all of the Credit Parties’ right, title and interest in and to the Mortgaged Real Properties thereunder and the proceeds thereof, and when the Mortgages are filed in the offices specified on Schedule 1.01(a) (or, in the case of any Mortgage executed and delivered after the date thereof in accordance with the provisions of Sections 5.11 and 5.12, when such Mortgage is filed in the offices specified in the local counsel opinion delivered with respect thereto in accordance with the provisions of Sections 5.11 and 5.12), the Mortgages shall constitute fully perfected Liens on, and security interests in, all right, title and interest of the Credit Parties in the Mortgaged Real Properties and the proceeds thereof, in each case prior and superior in right to any other person, other than Prior Liens. (d) Each Security Document (other than Mortgages) delivered pursuant to Section 5.11 and Section 5.12 will, upon execution and delivery thereof, be effective to create in favor of the Collateral Agent, for the ratable benefit of the Secured Parties, a legal, valid and enforceable security interest in the Collateral (as defined in such Pledge Agreement), and when such Collateral is delivered to the Collateral Agent such Pledge Agreement will constitute a fully perfected first priority Lien on and security interest in all of the Credit Parties’ right, title and interest of each pledgor thereunder in such Collateral, in each case prior and superior in right to any other person. (b) Each Security Agreement is effective to create in favor of the Collateral thereunderAgent, for the ratable benefit of the Secured Parties, a legal, valid and enforceable security interest in the Collateral (as defined in such Security Agreement), and when the actions contemplated by such Security Document is filed or recorded in the appropriate offices as may be required under applicable lawAgreement are taken, such Security Document Agreement will constitute a fully perfected Lien on and security interest in all right, title and interest of the grantors thereunder in such Collateral and, subject to ss. 9-306 of the Uniform Commercial Code, the proceeds thereof, in each case prior and superior in right to any other person, other than with respect to Liens expressly permitted by Section 7.02. (c) When a Security Agreement is filed in the United States Patent and Trademark Office and the United States Copyright Office, and when the other actions contemplated by such Security Agreement are taken, such Security Agreement will constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Credit Parties grantors thereunder in the Intellectual Property (as defined in such Security Agreement CollateralAgreement) and, subject to ss. 9-306 of the Uniform Commercial Code, the proceeds thereof, in each case subject prior and superior in right to no Liens any other than the applicable Permitted Liensperson.

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

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