Common use of Security Documents Clause in Contracts

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

Security Documents. Subject to the time periods set forth in Schedule 5.2, the Guarantee and Collateral (a) The Security Agreement is effective to create in favor of the Lender Lender, a legal, valid and enforceable security interest in the Collateral described therein and proceeds thereof, except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting the enforcement of creditors’ rights generally or by general equitable principles (whether enforcement is sought by proceedings in equity or at law). In the case of the Pledged Stock described in the Guarantee and Collateral Agreement that are securities represented by stock certificates or otherwise constituting certificated securities within the meaning of Section 8-102(a)(15) of the UCC or the corresponding code or statute of any other applicable jurisdiction (“Certificated Securities”)Security Agreement, when any stock certificates representing such Pledged Stock are delivered to the Lender, and in the case of the other Collateral constituting personal property described in the Guarantee and Collateral Security Agreement, when financing statements and other filings specified on Schedule 4.19 in appropriate form are filed in the offices specified on Schedule 4.193.14(a) (which financing statements have been duly completed and delivered to the Lender) and such other filings as are specified on Schedule 7 to the Security Agreement have been completed, the Lender Security Agreement shall have constitute a fully perfected Lien on, and security interest in, all right, title and interest of interest, if any, that the Loan Parties now have or may hereafter acquire in and to such Collateral and the proceeds thereof, as security for the Obligations, in which a security interest may be perfected by filing, recording or registering a financing statement or analogous document Obligations (as defined in the United States (or any political subdivision thereof) and its territories and possessions pursuant to the UCC or upon the receipt and recording of an Intellectual Property Security Agreement with the USCRO or the USPTO, as applicableAgreement), in each case, case prior and superior in right to any other Person (exceptexcept Liens permitted by Section 6.2); provided, however, that in the case of Collateral Intellectual Property, no representation or warranty is made with respect to the perfection of any security interest in Intellectual Property arising under the laws of any country other than Pledged Stock, Liens permitted by Section 7.2 or in the case of Collateral that is Pledged Stock, Liens permitted by Section 7.2 which arise by operation of law). United States. (b) Each of the Mortgages delivered after the Closing Date will be, upon execution, is effective to create in favor of the Lender a legal, valid and enforceable Lien on the Mortgaged Properties described therein and proceeds thereof, ; and when the Mortgages are filed in the offices for specified on Schedule 3.14(b) (in the applicable jurisdictions case of the Mortgages to be executed and delivered on the Closing Date) or in which the Mortgaged Properties are locatedrecording office designated by the Borrower (in the case of any Mortgage to be executed and delivered pursuant to Section 5.7(h)), each such Mortgage shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in the Mortgaged Properties described therein and the proceeds thereof, as security for the Obligations (as defined in the relevant Mortgage), in each case, case prior and superior in right to any other Person (subject to other than Persons holding Liens or other encumbrances or rights permitted by Section 7.2the relevant Mortgage). To the knowledge of the Borrower, Schedule 1.1D includes, as of the Closing Date, each real property owned in fee by the Loan Parties and each leasehold interest in real property of the Loan Parties in each case having a market value (together with improvements thereon) of at least $5,000,000. (c) The Fiat Pledge Agreement is effective to create in favor of the Lender a legal, valid and enforceable security interest in the Collateral described therein and proceeds thereof. In the case of the Pledged Stock described in the Fiat Pledge Agreement, when any stock certificates representing such Pledged Stock are delivered to the Lender, and in the case of the other Collateral described in the Fiat Pledge Agreement, when financing statements in appropriate form are filed in the offices specified on Schedule 3.14(a) (which financing statements have been duly completed and delivered to the Lender) the Fiat Pledge Agreement shall constitute a fully perfected Lien on, and security interest in, all right, title and interest, that Fiat may now have and may hereafter acquire in such Collateral and the proceeds thereof, as security for the Obligations (as defined in the Fiat Pledge Agreement), in each case prior and superior in right to any other Person.

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

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

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

Security Documents. Subject to the time periods set forth in Schedule 5.2, the (a) The Guarantee and Collateral Agreement is effective to create in favor of the Lender Administrative Agent, for the benefit of the Secured Parties, a legal, valid and enforceable security interest in the Collateral described therein and proceeds thereof, except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting the enforcement of creditors’ rights generally or by general equitable principles (whether enforcement is sought by proceedings in equity or at law). In the case of the Pledged Stock described in the Guarantee and Collateral Agreement that are securities represented by stock certificates or otherwise constituting certificated securities within the meaning of Section 8-102(a)(15) of the UCC or the corresponding code or statute of any other applicable jurisdiction (“Certificated Securities”), when certificates representing such Pledged Stock are delivered to the LenderAdministrative Agent, and in the case of the other Collateral constituting personal property described in the Guarantee and Collateral Agreement, when financing statements and other filings specified on Schedule 4.19 4.19(a) in appropriate form are filed in the offices specified on Schedule 4.194.19(a), the Lender Administrative Agent, for the benefit of the Secured Parties, shall have a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral and the proceeds thereof, as security for the Obligations, in which a security interest may be perfected by filing, recording or registering a financing statement or analogous document in the United States (or any political subdivision thereof) and its territories and possessions pursuant to the UCC or upon the receipt and recording of an Intellectual Property Security Agreement with the USCRO or the USPTO, as applicable, in each case, case prior and superior in right to any other Person (except, in the case of Collateral other than Pledged Stock, Liens permitted by Section 7.2 7.3). As of the Closing Date, none of the Borrower or in the case of Collateral any Guarantor that is Pledged Stock, Liens permitted by Section 7.2 which arise by operation of law). a limited liability company or partnership has any Capital Stock that is a Certificated Security. (b) Each of the Mortgages delivered after the Closing Date will be, upon execution, effective to create in favor of the Lender Administrative Agent, for the benefit of the Secured Parties, a legal, valid and enforceable Lien on the Mortgaged Properties described therein and proceeds thereof, and when the Mortgages are filed in the offices for the applicable jurisdictions in which the Mortgaged Properties are located, each such Mortgage shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in the Mortgaged Properties and the proceeds thereof, as security for the Obligations (as defined in the relevant Mortgage), in each case, case prior and superior in right to any other Person (subject to Liens permitted by Section 7.2)Person.

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

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

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

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

Security Documents. Subject to the time periods set forth in Schedule 5.2, the (a) The Guarantee and Collateral Agreement is effective to create in favor of the Lender Administrative Agent, for the ratable benefit of the Secured Parties, a legal, valid and enforceable security interest in the Collateral described therein and the proceeds thereof, except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting the enforcement of creditors’ rights generally or by general equitable principles (whether enforcement is sought by proceedings in equity or at law). In the case of the Pledged Stock Stock, if any, described in the Guarantee and Collateral Agreement that are securities represented by stock certificates or otherwise constituting certificated securities within the meaning of Section 8-102(a)(15) of the UCC or the corresponding code or statute of any other applicable jurisdiction (“Certificated Securities”), when certificates representing such Pledged Stock together with applicable endorsements are delivered to the LenderAdministrative Agent, and in the case of the other Collateral constituting personal property described in the Guarantee and Collateral AgreementAgreement and with respect to which a security interest can be perfected by the filing of a financing statement, when financing statements and other filings specified on Schedule 4.19 4.19(a) in appropriate form are filed in the offices specified on Schedule 4.194.19(a) and the other actions, if any, set forth on Schedule 3 to the Guarantee and Collateral Agreement have been taken, the Lender Administrative Agent, for the benefit of the Secured Parties, shall have a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral and the proceeds thereof, as security for the Obligations, in which a security interest may be perfected by filing, recording or registering a financing statement or analogous document in the United States (or any political subdivision thereof) and its territories and possessions pursuant to the UCC or upon the receipt and recording of an Intellectual Property Security Agreement with the USCRO or the USPTO, as applicable, in each case, case prior and superior in right to any other Person to the extent such Lien can be perfected by such actions and such filings under U.S. law (except, in the case of Collateral other than Pledged Stock, Liens expressly permitted to have priority by Section 7.2 or in 7.3). As of the case of Collateral Closing Date, no Loan Party that is Pledged Stock, Liens permitted by Section 7.2 which arise by operation of law)a limited liability company or partnership has any Capital Stock that is a Certificated Security. Each As of the Closing Date, no Loan Party that is a limited liability company or partnership has any Capital Stock that is a Certificated Security. (b) Any Mortgages delivered after the Closing Date pursuant to Section 6.12 will be, upon execution, effective to create in favor of the Lender Administrative Agent, for the benefit of the Secured Parties, a legal, valid and enforceable Lien on the Mortgaged Properties described therein and proceeds thereof, and when the Mortgages are filed in the offices for the applicable jurisdictions in which the Mortgaged Properties are located, each such Mortgage shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in the Mortgaged Properties and the proceeds thereof, as security for the Obligations (as defined in the relevant Mortgage), in each case, case prior and superior in right to any other Person (subject to the Liens permitted by Section 7.27.3(a), (e), (f), (g), (h) or (r).

Security Documents. Subject to the time periods set forth in Schedule 5.2, the (a) The Guarantee and Collateral Security Agreement is effective to create in favor of Agent, for the Lender benefit of the Secured Parties, a legal, valid valid, binding and enforceable security interest in the Collateral described therein and proceeds and products thereof, except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting the enforcement of creditors’ rights generally or by general equitable principles (whether enforcement is sought by proceedings in equity or at law). In the case of the Pledged Capital Stock described in the Guarantee and Collateral Agreement that are securities represented by stock certificates or otherwise constituting certificated securities within the meaning of Section 8-102(a)(15) of the UCC or the corresponding code or statute of any other applicable jurisdiction (“Certificated Securities”)Security Agreement, when any stock certificates representing such Pledged Capital Stock are delivered to Agent (or, prior to the LenderPayment in Full of the First Lien Secured Obligations (as defined in the Intercreditor Agreement), to the First Lien Lender acting as bailee of Agent for perfection), and, in the case of Pledged Capital Stock that is a “security” (as defined in the UCC) but is not evidenced by a certificate, when an Instructions Agreement, in form and substance reasonably satisfactory to the Agent, has been delivered to Agent, and in the case of the any other Collateral constituting personal property described in the Guarantee and Collateral Security Agreement, when financing statements and other filings specified on Schedule 4.19 in appropriate form are filed in the offices specified on Schedule 4.193.21(a)-1 (which financing statements may be filed by Agent) at any time and such other filings as are specified in the Security Documents have been completed (all of which filings may be filed by Agent) at any time, the Lender Guarantee and Security Agreement shall have constitute a fully perfected valid Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral and the proceeds and products thereof, as security for the Obligations, in which a security interest may be perfected by filing, recording or registering a financing statement or analogous document in the United States (or any political subdivision thereof) and its territories and possessions pursuant to the UCC or upon the receipt and recording of an Intellectual Property Security Agreement with the USCRO or the USPTO, as applicableobligations secured thereby, in each case, case prior and superior in right to any other Person (exceptexcept Permitted Liens). Schedule 3.21(a)-2 lists each UCC Financing Statement that (i) names any Loan Party as debtor and (ii) will remain on file after the Funding Date. Schedule 3.21(a)-3 lists each UCC Financing Statement that (i) names any Loan Party as debtor and (ii) will be terminated on or prior to the Funding Date; and on or prior to the Funding Date, Borrower will have delivered to Agent, or caused to be filed, duly completed UCC termination statements, signed by the relevant secured party, in the case respect of Collateral other than Pledged Stock, Liens permitted by Section 7.2 or in the case of Collateral that is Pledged Stock, Liens permitted by Section 7.2 which arise by operation of law). each such UCC Financing Statement. (b) Each of the Mortgages delivered after the Closing Date will be, upon execution, is effective to create in favor of Agent, for the Lender benefit of the Secured Parties, a legal, valid valid, binding and enforceable Lien on the Mortgaged Properties described therein and proceeds and products thereof, ; and when the Mortgages (or the Mortgage amendments required by Section 4.1(o)) are filed in the offices for specified on Schedule 3.21(b) (in the applicable jurisdictions case of Mortgages executed and delivered on or prior to the Closing Date) or in which the Mortgaged Properties are locatedrecording office designated by Borrower (in the case of any Mortgage to be executed and delivered pursuant to Section 5.12(b)), each such Mortgage shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in the Mortgaged Properties described therein and the proceeds and products thereof, as security for the Secured Obligations (as defined in the relevant Mortgage), in each case, case prior and superior in right to any other Person (subject to other than Persons holding Liens or other encumbrances or rights permitted by Section 7.2the relevant Mortgage).

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

Security Documents. Subject to the time periods set forth in Schedule 5.2, the (a) The Guarantee and Collateral Agreement is effective to create in favor of the Lender Administrative Agent, for the benefit of the Secured Parties, a legal, valid and enforceable security interest in the Collateral described therein and proceeds thereof, except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting the enforcement of creditors’ rights generally or by general equitable principles (whether enforcement is sought by proceedings in equity or at law). In the case of the Pledged Stock described in the Guarantee and Collateral Agreement that are securities represented by stock certificates or otherwise constituting certificated securities within the meaning of Section 8-102(a)(15) of the UCC or the corresponding code or statute of any other applicable jurisdiction (“Certificated Securities”)Agreement, when any stock certificates representing such Pledged Stock are delivered to the LenderAdministrative Agent, and in the case of the other Collateral constituting personal property described in the Guarantee and Collateral Agreement, when financing statements and other filings specified on Schedule 4.19 in appropriate form are filed in the offices specified on Schedule 4.194.19(a)-1 (which financing statements have been duly completed and delivered to the Administrative Agent), or, with respect to after-acquired property, when the requirements set forth in Section 6.10 have been complied with, the Lender Administrative Agent shall have a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral and the proceeds thereof, as security for the Obligations, in which a security interest may be perfected by filing, recording or registering a financing statement or analogous document Obligations (as defined in the United States (or any political subdivision thereof) Guarantee and its territories and possessions pursuant to the UCC or upon the receipt and recording of an Intellectual Property Security Agreement with the USCRO or the USPTO, as applicableCollateral Agreement), in each case, case prior and superior in right to any other Person (except, in the case of Collateral other than Pledged Stock, Liens permitted by Section 7.2 7.3), in each case to the extent required by the Guarantee and Collateral Agreement. As of the date hereof, Schedule 4.19(a)-2 lists each UCC Financing Statement that (i) names any Loan Party as debtor and (ii) will remain on file after the Closing Date. As of the date hereof, Schedule 4.19(a)-3 lists each UCC Financing Statement that (i) names any Loan Party as debtor and (ii) will be terminated on or prior to the Closing Date; and on or prior to the Closing Date, the Borrower will have delivered to the Administrative Agent (or will have made appropriate arrangements for the delivery thereof to the Administrative Agent), or caused to be filed, duly completed UCC termination statements, together with the authorization of the relevant secured party to file such termination statements, in the case respect of Collateral that is Pledged Stock, Liens permitted by Section 7.2 which arise by operation of law). each UCC Financing Statement listed in Schedule 4.19(a)-3. (b) Each of the Mortgages delivered after the Closing Date will be, upon execution, is effective to create in favor of the Lender Administrative Agent, for the benefit of the Secured Parties, a legal, valid and enforceable Lien on the Mortgaged Properties described therein and proceeds thereof, ; and when the Mortgages are filed in the offices for specified on Schedule 4.19(b) (in the applicable jurisdictions case of the Mortgages to be executed and delivered pursuant to Section 6.12) or in which the Mortgaged Properties are locatedrecording office designated by the Borrower (in the case of any Mortgage to be executed and delivered pursuant to Section 6.10(b)), each such Mortgage shall constitute the Administrative Agent will have a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in the Mortgaged Properties described therein and the proceeds thereof, as security for the Obligations (as defined in the relevant Mortgage), in each case, case prior and superior in right to any other Person (subject to other than Persons holding Liens or other encumbrances or rights permitted by Section 7.27.3). As of the Closing Date, the Mortgaged Properties constitute all fee interests in real property held by any Loan Party having a value (together with improvements thereof) of at least $5,000,000.

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

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

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

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

Security Documents. Subject to the time periods set forth in Schedule 5.2, the (a) The Guarantee and Collateral Security Agreement is effective to create in favor of CAA Collateral Agent, for the Lender benefit of the Secured Parties, a legal, valid valid, binding and enforceable security interest in the Collateral described therein and proceeds and products thereof, except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting the enforcement of creditors’ rights generally or by general equitable principles (whether enforcement is sought by proceedings in equity or at law). In the case of the Pledged Capital Stock described in the Guarantee and Collateral Agreement that are securities represented by stock certificates or otherwise constituting certificated securities within the meaning of Section 8-102(a)(15) of the UCC or the corresponding code or statute of any other applicable jurisdiction (“Certificated Securities”)Security Agreement, when any stock certificates representing such Pledged Capital Stock are delivered to CAA Collateral Agent and, in the Lendercase of Pledged Capital Stock that is a “security” (as defined in the UCC) but is not evidenced by a certificate, when an instructions agreement, substantially in the form of Annex A to the Guarantee and Security Agreement, has been delivered to CAA Collateral Agent, and in the case of the any other Collateral constituting personal property described in the Guarantee and Collateral Security Agreement, when financing statements and other filings specified on Schedule 4.19 in appropriate form are filed in the offices specified on Schedule 4.193.21(a)-1 (which financing statements may be filed by CAA Collateral Agent) at any time and such other filings as are specified on Schedule 2 to the Guarantee and Security Agreement have been completed (all of which filings may be filed by CAA Collateral Agent) at any time, the Lender Guarantee and Security Agreement shall have constitute a fully perfected valid Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral and the proceeds and products thereof, as security for the Obligations, in which a security interest may be perfected by filing, recording or registering a financing statement or analogous document Obligations (as defined in the United States (or any political subdivision thereof) Guarantee and its territories and possessions pursuant to the UCC or upon the receipt and recording of an Intellectual Property Security Agreement with the USCRO or the USPTO, as applicableAgreement), in each case, case prior and superior in right to any other Person (exceptexcept Permitted Liens). Schedule 3.21(a)-2 lists each UCC Financing Statement that (i) names any Loan Party as debtor and (ii) will remain on file after the Closing Date. Schedule 3.21(a)-3 lists each UCC Financing Statement that (i) names any Loan Party as debtor and (ii) will be terminated on or prior to the Closing Date; and on or prior to the Closing Date, Borrower will have delivered to CAA Collateral Agent, or caused to be filed, duly completed UCC termination statements, signed by the relevant secured party, in the case respect of Collateral other than Pledged Stock, Liens permitted by Section 7.2 or in the case of Collateral that is Pledged Stock, Liens permitted by Section 7.2 which arise by operation of law). each such UCC Financing Statement. (b) Each of the Mortgages delivered after the Closing Date will be, upon execution, is effective to create in favor of CAA Collateral Agent, for the Lender benefit of the Secured Parties, a legal, valid valid, binding and enforceable Lien on the Mortgaged Properties described therein and proceeds and products thereof, ; and when the Mortgages are filed in the offices for specified on Schedule 3.21(b) (in the applicable jurisdictions case of Mortgages to be executed and delivered on the Closing Date) or in which the Mortgaged Properties are locatedrecording office designated by Borrower and Collateral Agent (in the case of any Mortgage to be executed and delivered pursuant to Section 5.11(c)), each such Mortgage shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in the Mortgaged Properties described therein and the proceeds and products thereof, as security for the Secured Obligations (as defined in the relevant Mortgage), in each case, case prior and superior in right to any other Person (subject to other than Persons holding Liens or other encumbrances or rights permitted by Section 7.2the relevant Mortgage).

Security Documents. Subject to the time periods set forth in Schedule 5.2, the Guarantee and (a) The Collateral Agreement is effective to create in favor of the Lender Administrative Agent, for the benefit of the Lenders, a legal, valid and enforceable security interest in the Collateral described therein and proceeds thereof, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting the enforcement of creditors’ rights generally or by and subject to general equitable principles (of equity, regardless of whether enforcement is sought by proceedings considered in a proceeding in equity or at law). In the case of the Pledged Stock described in the Guarantee and Collateral Agreement that are securities represented by stock certificates or otherwise constituting certificated securities within the meaning of Section 8-102(a)(15) of the UCC or the corresponding code or statute of any other applicable jurisdiction (“Certificated Securities”)Agreement, when stock certificates representing such Pledged Stock are delivered to the LenderAdministrative Agent (together with a properly completed and signed stock power or endorsement) (which delivery shall be made to the Administrative Agent to the extent delivery is required by the Collateral Agreement), and in the case of the other Collateral constituting personal property described in the Guarantee and Collateral Agreement, when financing statements and other filings specified on Schedule 4.19 3.18(a) in appropriate form are filed in the offices specified on Schedule 4.193.18(a), the Lender Collateral Agreement will constitute a fully perfected Lien on, and security interest in (to the extent intended to be created thereby and to the extent such perfection is governed by the laws of the United States, any state thereof or the District of Columbia), all right, title and interest of the Loan Parties in such Collateral and the proceeds thereof, as security for the Obligations, in each case prior and superior in right to any other Person (except, in the case of Collateral other than Pledged Stock, Liens permitted by this Agreement). In the case of Collateral consisting of Intellectual Property described in the Collateral Agreement, when filings are made as described above and in the United States Patent and Trademark Office and the United States Copyright Office, the Collateral Agreement will constitute a valid perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral and the proceeds thereof, as security for the Obligations, in each case prior and superior in right to any other Person (except Liens permitted by this Agreement). (b) When executed and delivered, each Foreign Pledge Agreement will be effective to create in favor of the Administrative Agent, for the benefit of the Lenders, a legal, valid and enforceable security interest in the Collateral described therein and proceeds thereof, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally. In the case of Collateral described therein constituting certificated securities, when such certificated securities are delivered to the Administrative Agent (which delivery shall have be made to the Administrative Agent to the extent delivery is required by such Foreign Pledge Agreement) and the other actions, if any, specified in such Foreign Pledge Agreements are taken, such Foreign Pledge Agreement shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral and the proceeds thereof, as security for the Obligations, in which a security interest may be perfected by filing, recording or registering a financing statement or analogous document in the United States (or any political subdivision thereof) and its territories and possessions pursuant to the UCC or upon the receipt and recording of an Intellectual Property Security Agreement with the USCRO or the USPTO, as applicable, in each case, case prior and superior in right to any other Person (except, in the case of Collateral other than Pledged Stock, except Liens permitted by Section 7.2 or 6.02). (c) Upon recording thereof in the case of Collateral that is Pledged Stockappropriate recording office, Liens permitted by Section 7.2 which arise by operation of law). Each each of the Mortgages delivered after the Closing Date will be, upon execution, (if any) is effective to create in favor of the Lender Administrative Agent, for the benefit of the Lenders, a legal, valid and enforceable Lien on the Mortgaged Properties mortgaged properties described therein and proceeds thereof, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and when the Mortgages are filed in the offices for the applicable jurisdictions in which the Mortgaged Properties are located, each such Mortgage shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in the Mortgaged Properties and the proceeds thereof, as security for the Obligations (as defined in the relevant Mortgage), in each case, prior and superior in right to any other Person (subject to Liens permitted by Section 7.2)general principles of equity, regardless of whether considered in a proceeding in equity or at law.

Security Documents. Subject to the time periods set forth in Schedule 5.2, the (a) The Guarantee and Collateral Agreement is effective to create in favor of the Lender Administrative Agent, for the benefit of the Secured Parties, a legal, valid and enforceable security interest in the Collateral described therein and proceeds thereof, except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting the enforcement of creditors’ rights generally or by general equitable principles (whether enforcement is sought by proceedings in equity or at law). In the case of the Pledged Stock described in the Guarantee and Collateral Agreement that are securities represented by stock certificates or otherwise constituting certificated securities within the meaning of Section 8-102(a)(15) of the UCC or the corresponding code or statute of any other applicable jurisdiction (“Certificated Securities”), when certificates representing such Pledged Stock are delivered to the LenderAdministrative Agent, and in the case of the other Collateral constituting personal property described in the Guarantee and Collateral Agreement, when financing statements and other filings specified on Schedule 4.19 4.19(a) in appropriate form are filed in the offices specified on Schedule 4.194.19(a), the Lender Administrative Agent, for the benefit of the Secured Parties, shall have a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral and the proceeds thereof, as security for the Obligations, in which a security interest may be perfected by filing, recording each case (i) to the extent required herein or registering a financing statement or analogous document in the United States Security Documents and (or any political subdivision thereofii) and its territories and possessions pursuant to the UCC or upon the receipt and recording of an Intellectual Property Security Agreement with the USCRO or the USPTO, as applicable, in each case, prior and superior in right to any other Person (except, in the case of Collateral other than Pledged Stock, Liens permitted by Section 7.2 or in 7.3 and except as otherwise not required under the case Loan Documents). As of Collateral the Closing Date, none of the Capital Stock of any Group Members (other than any Immaterial Subsidiary) that is Pledged Stock, Liens permitted by Section 7.2 which arise by operation of law). a limited liability company or partnership has any Capital Stock that is a Certificated Security. (b) Each of the Mortgages delivered after the Closing Date will be, upon execution, effective to create in favor of the Lender Administrative Agent, for the benefit of the Secured Parties, a legal, valid and enforceable Lien on the Mortgaged Properties described therein and proceeds thereof, and when the Mortgages are filed in the offices for the applicable jurisdictions in which the Mortgaged Properties are located, each such Mortgage shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in the Mortgaged Properties and the proceeds thereof, as security for the Obligations (as defined in the relevant Mortgage), in each case, case prior and superior in right to any other Person (other than Liens permitted pursuant to Section 7.3). (c) Each of the UK Security Documents will be, upon execution, effective to create in favor of the Administrative Agent, for the benefit of the Secured Parties legal, valid and enforceable Liens which those UK Security Documents purport to create and, when such UK Security Documents are filed or registered, as applicable, in the offices for the applicable jurisdictions in which the assets secured by those UK Security Documents are located, those Liens will be valid, effective and enforceable. The Liens created by the UK Security Documents have or will, upon execution, have first ranking priority and are not subject to any prior ranking or pari passu ranking Liens (other than Liens permitted by Section 7.27.3). No restriction or condition of law or any agreement exists or applies to the ability of the applicable Loan Parties to transfer or grant a security interest in or charge the Collateral.

Security Documents. Subject to the time periods set forth in Schedule 5.2, the (a) The Guarantee and Collateral Agreement is effective to create in favor of the Lender Administrative Agent, for the benefit of the Secured Parties, a legal, valid and enforceable security interest in the Collateral described therein and proceeds thereof, except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting the enforcement of creditors’ rights generally or by general equitable principles (whether enforcement is sought by proceedings in equity or at law). In the case of the Pledged Stock described (as defined in the Guarantee and Collateral Agreement Agreement) that are securities represented by stock certificates or otherwise constituting certificated securities within the meaning of Section 8-102(a)(15) of the UCC or the corresponding code or statute of any other applicable jurisdiction (“Certificated Securities”), when certificates representing such Pledged Stock (which, in the case of a certificated securities in registered form, are indorsed to the Administrative Agent or in blank by an effective indorsement) are delivered to the LenderAdministrative Agent, and in the case of the other Collateral constituting personal property described in the Guarantee and Collateral Agreement, when financing statements and other filings specified on Schedule 4.19 4.19(a) to the Disclosure Letter in appropriate form are filed in the offices specified on Schedule 4.194.19(a) to the Disclosure Letter, the Lender Administrative Agent, for the benefit of the Secured Parties, shall have a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral and the proceeds thereof, as security for the Obligations, in which to the extent a security interest may be perfected by filing, recording or registering a financing statement or analogous document in the United States (or any political subdivision thereof) and its territories and possessions pursuant to the UCC or upon the receipt and recording of an Intellectual Property Security Agreement with the USCRO or the USPTO, as applicablesuch filings, in each case, case prior and superior in right to any other Person (except, in the case of Collateral other than Pledged Stock, Liens permitted by Section 7.2 or in 7.3). As of the case Closing Date, none of Collateral the Loan Parties that is Pledged Stock, Liens permitted by Section 7.2 which arise by operation of law). a limited liability company or partnership has any Capital Stock that is a Certificated Security. (b) Each of the Mortgages delivered after the Closing Date will be, upon execution, effective to create in favor of the Lender Administrative Agent, for the benefit of the Secured Parties, a legal, valid and enforceable Lien on the Mortgaged Properties described therein and proceeds thereof, and when the Mortgages are filed in the offices for the applicable jurisdictions in which the Mortgaged Properties are located, each such Mortgage shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in the Mortgaged Properties and the proceeds thereof, as security for the Obligations (as defined in the relevant Mortgage), in each case, case prior and superior in right to any other Person (subject to Liens permitted by Section 7.2)Person.

Security Documents. Subject to the time periods set forth in Schedule 5.2, the (a) The Guarantee and Collateral Agreement is effective to create in favor of the Lender Administrative Agent, for the benefit of the Secured Parties, a legal, valid and enforceable security interest in the Collateral described therein and proceeds thereof, except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting the enforcement of creditors’ rights generally or by general equitable principles (whether enforcement is sought by proceedings in equity or at law). In the case of the Pledged Stock described in the Guarantee and Collateral Agreement that are securities represented by stock certificates or otherwise constituting certificated securities within the meaning of Section 8-102(a)(15) of the UCC or the corresponding code or statute of any other applicable jurisdiction (“Certificated Securities”), when certificates representing such Pledged Stock are delivered to the LenderAdministrative Agent, and in the case of the other Collateral constituting personal property described in the Guarantee and Collateral Agreement, when financing statements and other filings specified on Schedule 4.19 4.19(a) to the Disclosure Letter in appropriate form are filed in the offices specified on Schedule 4.194.19(a) to the Disclosure Letter, the Lender Administrative Agent, for the benefit of the Secured Parties, shall have a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral and the proceeds thereof, as security for the Obligations, in which a security interest may be perfected by filing, recording or registering a financing statement or analogous document in the United States (or any political subdivision thereof) and its territories and possessions pursuant to the UCC or upon the receipt and recording of an Intellectual Property Security Agreement with the USCRO or the USPTO, as applicable, in each case, case prior and superior in right to any other Person (except, in the case of Collateral other than Pledged Stock, Liens permitted by Section 7.2 or in 7.3). As of the case Closing Date, none of Collateral the Capital Stock of any Group Member that is Pledged Stock, Liens permitted by Section 7.2 which arise by operation of law). a limited liability company or partnership has any Capital Stock that is a Certificated Security. (b) Each of the Mortgages delivered after the Closing Date will be, upon execution, effective to create in favor of the Lender Administrative Agent, for the benefit of the Secured Parties, a legal, valid and enforceable Lien on the Mortgaged Properties described therein and proceeds thereof, and when the Mortgages are filed in the offices for the applicable jurisdictions in which the Mortgaged Properties are located, each such Mortgage shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in the Mortgaged Properties and the proceeds thereof, as security for the Obligations (as defined in the relevant Mortgage), in each case, case prior and superior in right to any other Person (subject only to Liens expressly permitted by Section 7.27.3).

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

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

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

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

Security Documents. Subject to the time periods set forth in Schedule 5.2, the (a) The Guarantee and Collateral Agreement is effective to create in favor of the Lender Administrative Agent, for the benefit of the Secured Parties, a legal, valid and enforceable security interest in the Collateral described therein and proceeds thereof, except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting the enforcement of creditors’ rights generally or by general equitable principles (whether enforcement is sought by proceedings in equity or at law). In the case of the Pledged Stock described in the Guarantee and Collateral Agreement that are securities represented by stock certificates or otherwise constituting certificated securities within the meaning of Section 8-102(a)(15) of the UCC or the corresponding code or statute of any other applicable jurisdiction (“Certificated Securities”), when certificates representing such Pledged Stock (which, in the case of a certificated securities in registered form, indorsed to the Administrative Agent or in blank by an effective indorsement) are delivered to the LenderAdministrative Agent, and in the case of the other Collateral constituting personal property described in the Guarantee and Collateral Agreement, when financing statements and other filings specified on Schedule 4.19 4.19(a) to the Disclosure Letter in appropriate form are filed in the offices specified on Schedule 4.194.19(a) to the Disclosure Letter, the Lender Administrative Agent, for the benefit of the Secured Parties, shall have a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral and the proceeds thereof, as security for the Obligations, in which a security interest may be perfected by filing, recording or registering a financing statement or analogous document in the United States (or any political subdivision thereof) and its territories and possessions pursuant to the UCC or upon the receipt and recording of an Intellectual Property Security Agreement with the USCRO or the USPTO, as applicable, in each case, case prior and superior in right to any other Person (except, in the case of Collateral other than Pledged Stock, Liens permitted by Section 7.2 or in 7.3). As of the case Closing Date, none of Collateral the Capital Stock of any Group Member that is Pledged Stock, Liens permitted by Section 7.2 which arise by operation of law). a limited liability company or partnership has any Capital Stock that is a Certificated Security. (b) Each of the Mortgages delivered after the Closing Date will be, upon execution, effective to create in favor of the Lender Administrative Agent, for the benefit of the Secured Parties, a legal, valid and enforceable Lien on the Mortgaged Properties described therein and proceeds thereof, and when the Mortgages are filed in the offices for the applicable jurisdictions in which the Mortgaged Properties are located, each such Mortgage shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in the Mortgaged Properties and the proceeds thereof, as security for the Obligations (as defined in the relevant Mortgage), in each case, case prior and superior in right to any other Person (subject only to Liens expressly permitted by Section 7.27.3).

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

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

Security Documents. Subject to the time periods set forth in Schedule 5.2, the Guarantee and Collateral Agreement is effective to create in favor of the Lender a legal, valid and enforceable security interest in the Collateral described therein and proceeds thereof, except Except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting the enforcement of creditors’ rights generally or by general equitable principles (whether enforcement is sought by proceedings in equity or at law). In the case of the Pledged Stock described in the Guarantee and Collateral Agreement that are securities represented by stock certificates or otherwise constituting certificated securities within the meaning of Section 8-102(a)(15) of the UCC or the corresponding code or statute of any other applicable jurisdiction (“Certificated Securities”), when certificates representing such Pledged Stock are delivered to the Lender, and in the case of the other Collateral constituting personal property described in the Guarantee and Collateral Agreement, when financing statements and other filings specified on Schedule 4.19 in appropriate form are filed in the offices specified on Schedule 4.19next sentence, the Lender shall Security Documents have a fully perfected Lien onbeen, and security interest in, all right, title and interest or as of the Loan Parties in such Collateral and the proceeds thereof, as security for the Obligations, in which a security interest may be perfected by filing, recording or registering a financing statement or analogous document in the United States (or any political subdivision thereof) and its territories and possessions pursuant to the UCC or upon the receipt and recording of an Intellectual Property Security Agreement with the USCRO or the USPTO, as applicable, in each case, prior and superior in right to any other Person (except, in the case of Collateral other than Pledged Stock, Liens permitted by Section 7.2 or in the case of Collateral that is Pledged Stock, Liens permitted by Section 7.2 which arise by operation of law). Each of the Mortgages delivered after the Closing Date will be, upon executionduly authorized, effective executed and delivered by the Company and the Guarantors (to create in favor the extent each is a party thereto), conform, or as of the Lender a Closing Date will conform, to the description thereof contained in the Disclosure Package and the Final Offering Circular and constitute, or as of the Closing Date will constitute, legal, valid and binding instruments enforceable Lien on against the Mortgaged Properties described therein Company and proceeds thereofthe Guarantors (to the extent each is a party thereto) in accordance with their terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles. The Company and the Guarantors (to the extent each is a party thereto) have taken reasonable best efforts to prepare, execute and deliver certain other Security Documents (i) covering the pledge of the Company’s equity interest in foreign Subsidiaries, (ii) granting second lien mortgages over certain real property owned by the Company and/or Guarantors and (iii) granting the Collateral Trustee control over certain securities accounts and deposit accounts of the Company and the Guarantors in connection with the issuance of the Offered Securities, and when will duly execute and deliver such other Security Documents no later than 120 days following the Mortgages are filed in Closing Date. Upon the offices for execution and delivery of such other Security Documents, such other Security Documents will constitute legal, valid and binding instruments enforceable against the applicable jurisdictions in which the Mortgaged Properties are located, each such Mortgage shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in the Mortgaged Properties Company and the proceeds thereofGuarantors (to the extent each is a party thereto) in accordance with their terms, as security for the Obligations (as defined in the relevant Mortgage), in each case, prior and superior in right to any other Person (subject to Liens permitted by Section 7.2)bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles.

Security Documents. Subject (a) Each Vessel Mortgage in favor of the Collateral Agent executed and delivered on the Closing Date for the benefit of the Secured Parties, is effective to create a legal, valid and enforceable Lien on all the applicable Subsidiary Borrower’s right, title and interest in and to the time periods set forth whole of the Mortgaged Vessel covered thereby and the proceeds thereof, and when the Vessel Mortgages are registered in Schedule 5.2accordance with the laws of (i) with respect to each of the Vessel Mortgage encumbering the SEVEN SEAS MARINER and the Vessel Mortgage encumbering the SEVEN SEAS VOYAGER, the Guarantee Bahamas or (ii) with respect to the Vessel Mortgage encumbering the SEVEN SEAS NAVIGATOR, Bermuda, each Vessel Mortgage shall constitute (x) a first priority “statutory mortgage” on the Mortgaged Vessels covered thereby in favor of the Collateral Agent for the ratable benefit of the Secured Parties in accordance with (A) in respect of the SEVEN SEAS MARINER and Collateral Agreement the SEVEN SEAS VOYAGER, the Merchant Shipping Act, Chapter 268 of the Statute Laws of The Bahamas and (B) in respect of the SEVEN SEAS NAVIGATOR, the Merchant Shipping Act 2002 of Bermuda and (y) shall be entitled to preferred status as a foreign mortgage pursuant to Title ▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ Code, Section 31301(6)(B). (b) Each other Security Document specifically listed in the definition of such term is effective to create in favor of the Lender Collateral Agent (for the benefit of the Secured Parties) a legal, valid and enforceable security interest in the Collateral described therein and proceeds thereof, except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting the enforcement of creditors’ rights generally or by general equitable principles (whether enforcement is sought by proceedings in equity or at law). In the case of the any Pledged Stock described in the Guarantee and Collateral Agreement that are securities represented by stock certificates or otherwise constituting certificated securities within the meaning of Section 8-102(a)(15) of the UCC or the corresponding code or statute of any other applicable jurisdiction (“Certificated Securities”)Collateral, when certificates representing such Pledged Stock Collateral are delivered to the LenderCollateral Agent, and and, in the case of the other Collateral constituting personal property described in the Guarantee and Collateral Agreementsuch Security Documents, when financing statements and statements, other filings specified on Schedule 4.19 in appropriate form or instruments, notices and consents required under the laws of any applicable jurisdiction are filed filed, delivered or otherwise registered or recorded in the offices specified on Schedule 4.19proper offices, registries or government agencies (and, specifically (i) in the case of Collateral consisting of rights under insurances, when the applicable underwriters shall have provided consent to the security interests therein created under the Security Documents, and (ii) in the case of Collateral consisting of rights under any management agreement or charter, when the applicable parties thereto have provided consent to the Liens thereon created under the applicable Security Documents), the Lender Collateral Agent (for the benefit of the Secured Parties) shall have a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral and the proceeds thereof, as security for the Obligations, in which a security interest may be perfected by filing, recording or registering a financing statement or analogous document in the United States (or any political subdivision thereof) and its territories and possessions pursuant Obligations to the UCC or upon the receipt extent perfection can be obtained by filing financing statements and recording of an Intellectual Property Security Agreement with the USCRO or the USPTO, as applicableother filings and instruments under applicable law, in each case, case prior and superior in right to any other Person person (except, in the case of Collateral other than Pledged StockCollateral, Permitted Liens permitted by Section 7.2 or in the case of Collateral that is Pledged Stock, and Liens permitted by Section 7.2 which arise having priority by operation of law). Each , other than with respect to the rights of the Mortgages delivered after the Closing Date will be, upon execution, effective to create in favor of the Lender a legal, valid and enforceable Lien on the Mortgaged Properties described therein and proceeds thereof, and when the Mortgages are filed in the offices for the applicable jurisdictions in which the Mortgaged Properties are located, each such Mortgage shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in the Mortgaged Properties and the proceeds thereof, as security for the Obligations (as defined in the relevant Mortgage), in each case, prior and superior in right to any other Person (subject persons pursuant to Liens permitted by Section 7.2)6.02.

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

Security Documents. Subject to the time periods set forth in Schedule 5.2, the The Guarantee and Collateral Agreement is and each other Security Document is, or upon execution, will be, effective to create in favor of the Lender Collateral Agent, for the benefit of the Secured Parties, a legal, valid and enforceable first priority security interest in the Collateral described therein and proceeds thereof(to the extent a security interest can be created therein under the Uniform Commercial Code, except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting the enforcement of creditors’ rights generally or by general equitable principles (whether enforcement is sought by proceedings in equity or at law)where applicable. In the case of the Pledged Stock Equity Interests described in the Guarantee and Collateral Agreement that are securities represented by stock certificates or otherwise constituting certificated securities within the meaning of Section 8-102(a)(15) of the UCC or the corresponding code or statute of any other applicable jurisdiction (“Certificated Securities”)Agreement, when stock or interest certificates representing such Pledged Stock Equity Interests (along with properly completed stock or interest powers and, where applicable, stock transfer forms, in each case, endorsing the Pledged Equity Interest and executed by the owner of such shares or interests) are delivered to the LenderCollateral Agent, and in the case of the other Collateral constituting personal property described in the Guarantee and Collateral AgreementAgreement or any other Security Document (other than deposit accounts), when financing statements and other filings specified on Schedule 4.19 4.18 in appropriate form are filed in the offices specified on Schedule 4.194.18(a), the Lender Collateral Agent, for the benefit of the Secured Parties, shall, under New York law, have a fully perfected first priority Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral to the extent perfection can be obtained by filing a UCC financing statement or subject to any customary reservations and qualifications contained in customary legal opinions rendered under the laws of the applicable jurisdiction, perfection can be obtained by the appropriate filing under such other applicable law, as security for the Obligations, in each case prior and superior in right to any other Person (except Liens permitted by Section 7.2) subject in the case of the Intellectual Property that is the subject of any application or registration in the United States Patent and Trademark Office or the United States Copyright Office (other than intent to use Trademark applications), to the recordation of appropriate evidence of the Collateral Agent’s Lien in the United States Patent and Trademark Office and/or United States Copyright Office, as appropriate, and the taking of actions and making of filings necessary under the applicable Requirements of Law to obtain the equivalent of perfection. In the case of Collateral that consists of deposit accounts, securities accounts and/or commodity accounts, each of which are listed in Schedules I and II of the Perfection Certificate with appropriate identifying information, when a Control Agreement is executed and delivered by all parties thereto with respect to such accounts, the Collateral Agent, for the benefit of the Secured Parties, shall have a fully perfected first priority Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral and the proceeds thereof, as security for the Obligations, in which a security interest may be perfected by filing, recording or registering a financing statement or analogous document in the United States (or any political subdivision thereof) and its territories and possessions pursuant to the UCC or upon the receipt and recording of an Intellectual Property Security Agreement with the USCRO or the USPTO, as applicable, in each case, prior and superior in right to any other Person (except, in the case of Collateral other than Pledged Stock, Liens permitted by Section 7.2 or in the case of Collateral that is Pledged Stock, Liens permitted by Section 7.2 which arise by operation of law). Each of the Mortgages delivered after the Closing Date will be, upon execution, effective to create in favor of the Lender a legal, valid and enforceable Lien on the Mortgaged Properties described therein and proceeds thereof, and when the Mortgages are filed in the offices for except as provided under the applicable jurisdictions in which Control Agreement with respect to the Mortgaged Properties are located, each such Mortgage shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in the Mortgaged Properties and the proceeds thereof, as security for the Obligations (as defined in the relevant Mortgage), in each case, prior and superior in right to any other Person (subject to Liens permitted by Section 7.2)financial institution party thereto.

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

Security Documents. Subject to the time periods set forth in Schedule 5.2, the (a) The Guarantee and Collateral Agreement is effective to create in favor of the Lender Administrative Agent, for the benefit of the Secured Parties, a legal, valid and enforceable security interest in the Collateral described therein and proceeds thereof, except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting the enforcement of creditors’ rights generally or by general equitable principles (whether enforcement is sought by proceedings in equity or at law). In the case of the Pledged Stock described in the Guarantee and Collateral Agreement that are securities represented by stock certificates or otherwise constituting certificated securities within the meaning of Section 8-102(a)(15) of the UCC or the corresponding code or statute of any other applicable jurisdiction (“Certificated Securities”)Agreement, when any stock certificates representing such Pledged Stock are delivered to the LenderAdministrative Agent, and in the case of the other Collateral constituting personal property described in the Guarantee and Collateral AgreementAgreement for which security interests may be perfected by a filing, when financing statements and or other filings specified on Schedule 4.19 relevant filing documents in appropriate form are filed in the offices specified on Schedule 4.19, the Lender 4.19(a)-1 (which financing statements or other relevant filing documents shall have been duly completed and executed and delivered to the Administrative Agent on or before the Initial Funding Date) the Guarantee and Collateral Agreement shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral and the proceeds thereof, as security for the Obligations, in which a security interest may be perfected by filing, recording or registering a financing statement or analogous document Obligations (as defined in the United States (or any political subdivision thereof) Guarantee and its territories and possessions pursuant to the UCC or upon the receipt and recording of an Intellectual Property Security Agreement with the USCRO or the USPTO, as applicableCollateral Agreement), in each case, case prior and superior in right to any other Person (except, in the case of Collateral other than Pledged Stock, Liens permitted by Section 7.2 or in the case of Collateral that is Pledged Stock, Liens permitted by Section 7.2 which arise by operation of law7.3). Other than those that relate to the Vehicle Debt and to the Supplemental Credit Facility and as described in Section 7.3(m), Schedule 4.19 (a) 2 lists each UCC Financing Statement that (i) names any Loan Party as debtor and (ii) will remain on file after the Closing Date. Schedule 4.19 (a) 3 lists each UCC Financing Statement that (i) names any Loan Party as debtor and (ii) will be terminated in accordance with Section 7.18(b) or with respect to which the Borrower will comply with Section 7.18(c); and in accordance with Sections 7.18(b) and (c), the Borrower will have delivered to the Administrative Agent, or caused to be filed, duly completed UCC termination statements, signed by the relevant secured party, in respect of each UCC Financing Statement listed in Schedule 4.19 (a) 3. (b) Each of the Mortgages executed and delivered on the Initial Funding Date is, and each Mortgage executed and delivered after the Closing Date Initial Funding will be, upon execution, effective to create in favor of the Lender Administrative Agent, for the benefit of the Lenders, a legal, valid and enforceable Lien on the Mortgaged Properties described therein and proceeds thereof, ; and when the Mortgages are filed in the offices for specified on Schedule 4.19(b) (in the applicable jurisdictions case of the Mortgages to be executed and delivered on or prior to the Spin-Off Date) or in which the Mortgaged Properties are locatedrecording office designated by the Borrower (in the case of any Mortgage to be executed and delivered after the Spin-Off Date), each such Mortgage shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in the Mortgaged Properties described therein and the proceeds thereof, as security for the Obligations (as defined in the relevant Mortgage), in each case, case prior and superior in right to any other Person (subject to other than Persons holding Liens or other encumbrances or rights permitted by Section 7.2the relevant Mortgage).

Security Documents. Subject to the time periods set forth in Schedule 5.2, the (a) The Guarantee and Collateral Agreement is effective to create in favor of the Lender Administrative Agent, for the benefit of the Secured Parties, a legal, valid valid, binding and enforceable security interest in the Collateral described therein and proceeds thereoftherein, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting the enforcement of creditors’ rights generally or and by general equitable principles (whether enforcement is sought by proceedings in equity or at law). In Subject to the terms of Section 5.10(d), in the case of (i) the Pledged Capital Stock described in the Guarantee and Collateral Agreement that are securities represented by Agreement, when any stock certificates or otherwise representing such Pledged Capital Stock (and constituting “certificated securities securities” within the meaning of Section 8-102(a)(15the UCC) of the UCC or the corresponding code or statute of any other applicable jurisdiction (“Certificated Securities”), when certificates representing such Pledged Stock are delivered to the LenderAdministrative Agent, (ii) Collateral with respect to which a security interest may be perfected only by possession or control, upon the taking of possession or control by the Administrative Agent of such Collateral, and in the case of (iii) the other Collateral constituting personal property Collateral described in the Guarantee and Collateral Agreement, when financing statements and other filings specified on Schedule 4.19 in appropriate form are filed in the appropriate filing offices and such other filings as are specified on Schedule 4.19by the Guarantee and Collateral Agreement have been completed, the Lender shall have a fully perfected Lien on, Guarantee and security interest in, all right, title and interest of the Loan Parties in such Collateral and the proceeds thereof, as security for the Obligations, in which a security interest may be perfected by filing, recording or registering a financing statement or analogous document in the United States (or any political subdivision thereof) and its territories and possessions pursuant to the UCC or upon the receipt and recording of an Intellectual Property Security Agreement with the USCRO or the USPTO, as applicable, in each case, prior and superior in right to any other Person (except, in the case of Collateral other than Pledged Stock, Liens permitted by Section 7.2 or in the case of Collateral that is Pledged Stock, Liens permitted by Section 7.2 which arise by operation of law). Each of the Mortgages delivered after the Closing Date will be, upon execution, effective to create in favor of the Lender a legal, valid and enforceable Lien on the Mortgaged Properties described therein and proceeds thereof, and when the Mortgages are filed in the offices for the applicable jurisdictions in which the Mortgaged Properties are located, each such Mortgage shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in the Mortgaged Properties and the proceeds thereofsuch Collateral, as security for the Obligations (as defined in the relevant MortgageGuarantee and Collateral Agreement), in each case, case prior and superior in right to the Liens of any other Person (subject to Liens permitted by Section 7.2except Permitted Liens).

Security Documents. Subject When executed and delivered pursuant to the time periods set forth in Schedule 5.2Article V, the Guarantee and Collateral Agreement is provisions of each Security Document, will be effective to create in favor of the Lender Collateral Agent for the benefit of the Payee a legal, valid and enforceable security interest of the type that it purports to create in all right, title and interest of the Payer Parties in the Collateral described therein, and the Collateral Agent, for the benefit of the Payee, upon such execution and delivery, will have (or upon filing of UCC financing statements and other required filings registrations or notices or taking of possession or control (which shall occur within 10 days following the Closing Date) will have) a fully perfected security interest in all right, title and interest in all of the Collateral described therein, subject to no other Liens other than Permitted Liens, and such security interest shall be a first priority security interest, subject to Permitted Liens; provided that (i) the Payer shall not be deemed to represent pursuant to the foregoing that the U.S. Security Agreement creates a legal, valid and enforceable security interest in the any Collateral described therein and proceeds thereof, except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting the enforcement of creditors’ rights generally or by general equitable principles (whether enforcement is sought by proceedings in equity or at law). In the case of the Pledged Stock described in the Guarantee and Collateral Agreement that are securities represented by stock certificates or otherwise constituting certificated securities within the meaning of Section 8-102(a)(15) of the UCC or the corresponding code or statute of any other applicable jurisdiction (“Certificated Securities”), when certificates representing such Pledged Stock are delivered to the Lender, and in the case of the other Collateral constituting personal property described in the Guarantee and Collateral Agreement, when financing statements and other filings specified on Schedule 4.19 in appropriate form are filed in the offices specified on Schedule 4.19, the Lender shall have a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral and the proceeds thereof, as security for the Obligations, in which a security interest may be perfected by filing, recording or registering a financing statement or analogous document in the United States (or any political subdivision thereof) and its territories and possessions pursuant to the UCC or upon the receipt and recording of an Intellectual Property Security Agreement with the USCRO or the USPTO, as applicable, in each case, prior and superior in right to any other Person (except, in the case of Collateral other than Pledged Stock, Liens permitted by Section 7.2 or in the case of Collateral that is Pledged Stock, Liens permitted by Section 7.2 which arise by operation of law). Each of the Mortgages delivered after the Closing Date will be, upon execution, effective to create in favor of the Lender a legal, valid and enforceable Lien on the Mortgaged Properties described therein and proceeds thereof, and when the Mortgages are filed in the offices for the applicable jurisdictions in which the Mortgaged Properties are located, each such Mortgage shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in the Mortgaged Properties and the proceeds thereof, as security for the Obligations (as defined in the relevant MortgageU.S. Security Agreement) granted by any Grantor (as defined in the U.S. Security Agreement) that is not organized under the laws of the United States or any state thereof (other than Equity Interests held by any such Grantor in any Person that is organized under the laws of the United States or any state thereof), and (ii) no steps have been taken in order to perfect any such security interest in the Collateral referred to in clause (i) (other than Equity Interests held by any such Grantor in any Person that is organized under the laws of the United States or any state thereof), in each casecase granted pursuant to the U.S. Security Agreement. The recordation of (i) the grant of security interest in Patents (as defined in the U.S. Security Agreement) and (ii) the grant of security interest in Trademarks (as defined in the U.S. Security Agreement) in the respective form attached to the U.S. Security Agreement, prior in each case in the United States Patent and superior Trademark Office, together with filings on Form UCC-1 made pursuant HN\1118344.20 to the U.S. Security Agreement, will create, to the extent as may be perfected by such filings and recordation, a perfected security interest in right the United States trademarks and patents covered by the U.S. Security Agreement, and the recordation of the grant of security interest in Copyrights (as defined in the U.S. Security Agreement) in the form attached to any other Person (subject the U.S. Security Agreement with the United States Copyright Office, together with filings on Form UCC-1 made pursuant to Liens permitted the U.S. Security Agreement, will create, to the extent as may be perfected by Section 7.2)such filings and recordation, a perfected security interest in the United States copyrights covered by the U.S. Security Agreement.

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

Security Documents. Subject to The Security Pledge Agreement, upon execution and delivery thereof by the time periods set forth in Schedule 5.2parties thereto, the Guarantee and Collateral Agreement is will be effective to create in favor of the Lender Collateral Agent, for the benefit of the Secured Parties, a legal, valid and enforceable first priority (subject only to Permitted Liens which, pursuant to the terms of this Agreement, are permitted to have priority over Collateral Agent’s Liens thereon) security interest in the Collateral described therein and proceeds thereof, except as enforceability may be limited by subject to the effects of bankruptcy, insolvency, reorganizationfraudulent conveyance, moratorium or moratorium, reorganization and other similar laws relating to or affecting the enforcement of creditors’ rights generally or by and general equitable principles of equity (whether enforcement is sought by proceedings considered in a proceeding in equity or at law). In the case of the Pledged Stock described in the Guarantee and Collateral Agreement that are securities represented by stock certificates or otherwise constituting certificated securities within the meaning of Section 8-102(a)(15) of the UCC or the corresponding code or statute of any other applicable jurisdiction (“Certificated Securities”)Security Pledge Agreement, when stock certificates representing such Pledged Stock are delivered to the LenderCollateral Agent, and in the case of the other Collateral constituting personal property described in the Guarantee and Collateral Security Pledge Agreement, when financing statements and other filings specified on Schedule 4.19 7.18 in appropriate form are filed in the offices specified on Schedule 4.197.18, the Lender Security Pledge Agreement shall have constitute a fully perfected Lien on, and first priority (subject only to Permitted Liens which, pursuant to the terms of this Agreement, are permitted to have priority over Collateral Agent’s Liens thereon) security interest in, all right, title and interest of the Loan Credit Parties in such Collateral and the proceeds thereofthereof (other than Intellectual Property that is Collateral for which additional filings are required to be made under Applicable Laws, in each case, if and to the extent perfection may be achieved by such filings, and with respect to Pledged Stock of any Foreign Subsidiary which may require additional documents under Applicable Laws, if and to the extent perfection may be achieved by such delivery and/or such filings) to the extent such proceeds can be protected by such filings, as security for the Obligations, in which a security interest may be perfected by filing, recording or registering a financing statement or analogous document in the United States (or any political subdivision thereof) and its territories and possessions pursuant to the UCC or upon the receipt and recording of an Intellectual Property Security Agreement with the USCRO or the USPTO, as applicable, in each case, prior and superior in right to any other Person (except, in the case of Collateral other than Pledged Stock, Liens permitted by Section 7.2 or in the case of Collateral that is Pledged Stock, Liens permitted by Section 7.2 which arise by operation of law). Each of the Mortgages delivered after the Closing Date will be, upon execution, effective to create in favor of the Lender a legal, valid and enforceable Lien on the Mortgaged Properties described therein and proceeds thereof, and when the Mortgages are filed in the offices for the applicable jurisdictions in which the Mortgaged Properties are located, each such Mortgage shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in the Mortgaged Properties and the proceeds thereof, as security for the Obligations (as defined in the relevant Mortgage), in each case, prior and superior in right to any other Person (subject to Liens permitted by Section 7.2).

Security Documents. Subject to (a) This Agreement and the time periods set forth in Schedule 5.2, the Guarantee and Collateral Agreement is effective to other Security Documents create in favor of Agent, for the Lender benefit of the Secured Parties referred to therein, a legal, valid valid, continuing and enforceable security interest in the Collateral described therein and proceeds thereofCollateral, except as the enforceability may be limited by of which is subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting the enforcement of creditors’ rights generally or by and subject to general equitable principles (of equity, regardless of whether enforcement is sought by proceedings considered in a proceeding in equity or at law). In the case of the Pledged Stock described in the Guarantee and Collateral Agreement that are securities represented by stock certificates or otherwise constituting certificated securities within the meaning of Section 8-102(a)(15) of the UCC or the corresponding code or statute of any other applicable jurisdiction (“Certificated Securities”)The financing statements, when certificates representing such Pledged Stock are delivered to the Lender, and in the case of the other Collateral constituting personal property described in the Guarantee and Collateral Agreement, when financing statements releases and other filings are in appropriate form and the offices specified in the legal opinion referred to in Section 6.1(h) are the appropriate offices to file such items. Upon such filings and/or the obtaining of “control,” (as defined in the UCC) Agent will have a perfected Lien on, and security interest in, to and under all right, title and interest of the grantors thereunder in all Collateral that may be perfected by filing, recording or registering a financing statement or analogous document (including without limitation the proceeds of such Collateral subject to the limitations relating to such proceeds in the UCC) or by obtaining control, under the UCC (in effect on Schedule 4.19 the date this representation is made) in each case prior and superior in right to any other Person. The certificated Equity Interests constituting Collateral have been delivered to Agent (together with stock powers or other appropriate instruments of transfer executed in blank form), and Agent has a fully perfected first priority Lien on, and security interest in, to and under all right, title and interest of each pledgor thereunder in such Collateral, and such security interest is in each case prior and superior in right and interest to any other Person. (b) When the applicable Security Document (or a short form thereof) is filed in the United States Patent and Trademark Office and the United States Copyright Office and when financing statements, releases and other filings in appropriate form are filed in the offices specified on Schedule 4.19in the legal opinion referred to in Section 6.1(h), the Lender Agent shall have a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties applicable obligors in such Collateral and the proceeds thereof, as security for the Obligations, Intellectual Property in which a security interest may be perfected by filing, recording or registering a security agreement, financing statement or analogous document in the United States (or any political subdivision thereof) Patent and its territories and possessions pursuant to the UCC or upon the receipt and recording of an Intellectual Property Security Agreement with the USCRO Trademark Office or the USPTOUnited States Copyright Office, as applicable, in each case, case prior and superior in right to any other Person (except, it being understood that subsequent recordings in the case of Collateral other than Pledged StockUnited States Patent and Trademark Office and the United States Copyright Office may be necessary to perfect a Lien on registered trademarks, Liens permitted trademark applications and copyrights acquired by Section 7.2 or in the case of Collateral that is Pledged Stock, Liens permitted by Section 7.2 which arise by operation of law). Each of the Mortgages delivered Obligors after the Original Closing Date will be, upon execution, effective to create in favor of the Lender a legal, valid and enforceable Lien on the Mortgaged Properties described therein and proceeds thereof, and when the Mortgages are filed in the offices for the applicable jurisdictions in which the Mortgaged Properties are located, each such Mortgage shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in the Mortgaged Properties and the proceeds thereof, as security for the Obligations (as defined in the relevant Mortgage), in each case, prior and superior in right to any other Person (subject to Liens permitted by Section 7.2Date).

Security Documents. Subject to the time periods set forth in Schedule 5.2, the (a) The Guarantee and Collateral Agreement is effective to create in favor of the Lender Administrative Agent, for the benefit of the Secured Parties, a legal, valid and enforceable security interest in the Collateral described therein and proceeds thereof, except as enforceability enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting the enforcement of creditors’ rights generally or and by general equitable principles (whether enforcement is sought by proceedings in equity or at law)principles. In the case of the Pledged Stock described in the Guarantee and Collateral Agreement that are securities represented by stock certificates or otherwise constituting certificated securities within the meaning of Section 8-102(a)(15) of the UCC or the corresponding code or statute of any other applicable jurisdiction (“Certificated Securities”), when certificates representing such Pledged Stock are delivered to the LenderAdministrative Agent together with a transfer power executed in blank, and in the case of the other Collateral constituting personal property described in the Guarantee and Collateral Agreement, when financing statements and other filings specified on Schedule 4.19 4.19(a) in appropriate form are filed in the offices specified on Schedule 4.194.19(a), the Lender Administrative Agent, for the benefit of the Secured Parties, shall have a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral and the proceeds thereof, as security for the Obligations, in which a security interest may be perfected by filing, recording or registering a financing statement or analogous document in the United States (or any political subdivision thereof) and its territories and possessions pursuant to the UCC or upon the receipt and recording of an Intellectual Property Security Agreement with the USCRO or the USPTO, as applicable, in each case, case prior and superior in right to any other Person (except, in the case of Collateral other than Pledged Stock, Liens permitted by Section 7.2 or in 7.3). As of the case Closing Date, none of Collateral the Loan Parties that is Pledged Stock, Liens permitted by Section 7.2 which arise by operation of law). a limited liability company or partnership has any Capital Stock that is a Certificated Security. (b) Each of the Mortgages delivered after the Closing Date will be, upon execution, effective to create in favor of the Lender Administrative Agent, for the benefit of the Secured Parties, a legal, valid and enforceable Lien Lien, except as enforcement may be limited by bankruptcy, insolvency, or similar laws relating to the enforcement of creditors’ rights generally and by general equitable principles, on the Mortgaged Properties described therein and proceeds thereof, and when the Mortgages are filed in the offices for the applicable jurisdictions in which the Mortgaged Properties are located, each such Mortgage shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in the Mortgaged Properties and the proceeds thereof, as security for the Obligations (as defined in the relevant Mortgage), in each case, case prior and superior in right to any other Person (subject to any Liens permitted by Section 7.27.3).

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

Security Documents. Subject (a) The payment of the principal of, and accrued and unpaid interest, if any, on the Notes when due, whether on an interest payment date, at maturity, by acceleration, repurchase, redemption or otherwise and whether by the Company pursuant to the time periods set forth in Schedule 5.2Notes or by a Note Guarantor pursuant to its Note Guarantee, the Guarantee payment of all other Obligations and the performance of all other obligations of the Company and the Note Guarantors under the Note Documents and payment of any Other First Priority Obligations, if any, will be secured as provided in the Security Documents (subject to the terms of the Intercreditor Agreements) to be entered into by the Company, the Note Guarantors and the Collateral Agent (and, to the extent applicable, the Trustee and the representative of the holders of Other First Priority Obligations and the ABL Obligations) as required or permitted by this Indenture. (b) The Company shall, and shall cause each Note Guarantor to, and each Note Guarantor shall execute the Collateral Agreement is effective and each other Security Document necessary to create a Lien in favor all the assets of the Lender a legalCompany and each Note Guarantor (other than Excluded Assets), valid the applicable Intercreditor Agreements, and enforceable make all filings and take all other actions as are necessary or required by the Security Documents to establish and maintain (at the sole cost and expense of the Company and the Note Guarantors) the security interest created by the Security Documents in the Collateral (other than with respect to any Collateral the security interest in which is not required to be perfected under the Collateral described therein and proceeds thereof, except Security Documents) as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting the enforcement of creditors’ rights generally or by general equitable principles (whether enforcement is sought by proceedings in equity or at law)a perfected security interest. In the case of real property owned by the Pledged Stock Company or a Note Guarantor on the Issue Date other than Excluded Assets, the Company or any Note Guarantor, as applicable, shall also deliver (the following, collectively, “Mortgage Deliverables”), but, if a Credit Agreement was in effect when mortgages were put in place to secure First Priority Lien Obligations, only to the extent such deliverables were provided to the holders of the First Priority Lien Obligations in connection with their mortgage on such property: (i) a policy or policies or marked-up unconditional binder of lender’s title insurance, paid for by the Company and the Note Guarantors, issued by a nationally recognized title insurance company, insuring the Lien of each mortgage as a valid Lien on the mortgaged property described therein, free of any title exceptions and other Liens except Permitted Liens, (ii) an as-is survey of the property subject to any such mortgage certified to the Company, Collateral Agent and the title company, meeting minimum standard detail requirements for ALTA/ACSM Land Title Surveys and dated (or redated) not earlier than six months prior to the date of delivery thereof under such Credit Agreement, (iii) a customary Opinion of Counsel addressing such matters as were addressed in the Guarantee comparable opinion provided to the holders of First Priority Lien Obligations, (iv) evidence of insurance required to be maintained pursuant to the mortgages and Collateral Agreement that are securities represented this Indenture, and (v) if required by stock applicable law, flood hazard determination certificates or otherwise constituting certificated securities within and, if required, notices to the meaning record owner of Section 8-102(a)(15any improvements in a special flood hazard area, together with evidence of acceptable flood insurance coverage. (c) of Notwithstanding the UCC foregoing or the corresponding code or statute provisions of any other Note Document, (i) if perfected security interests in any property or any applicable jurisdiction Mortgage Deliverables are not provided on the Issue Date, the Company and the Note Guarantors need not provide such security interests or applicable Mortgage Deliverables on such date, but shall use commercially reasonable efforts to provide such perfected security interests or Mortgage Deliverables within 120 days from such date and (“Certificated Securities”ii) with respect to any mortgage required to be delivered by Section 11.01(b), when certificates representing such Pledged Stock mortgage may be provided in the form of a new instrument and/or amendments to any existing instruments delivered in connection with any existing First Priority Lien Obligations so long as (A) the mortgagee under such existing instrument is the Collateral Agent or has otherwise agreed to act as agent for the holders of the Note Obligations, (B) the Lien on such assets securing the Notes Obligations is a First Priority Lien on such assets secured on a pari passu basis with such existing First Priority Lien Obligations pursuant to the terms of the First Priority Intercreditor Agreement, and (C) the Mortgage Deliverables are delivered in connection with the amendment to such existing instrument, provided if such mortgage is in the form of an amendment, the title policy may be in the form of an endorsement to the Lenderexisting title insurance policy. (d) If the Company or any Note Guarantor acquires any property that is required to be Collateral pursuant to Article IV, or any Restricted Subsidiary becomes a Note Guarantor that is required to pledge its assets as Collateral pursuant to Article IV, the Company or such Note Guarantor shall execute a joinder to an existing Security Document or enter into a new Security Document (in each case, to the extent necessary to cause such asset be so pledged), and take all steps necessary to validly perfect such Lien, subject to no prior Liens other than Permitted Liens (including the First Priority Liens on such assets). To the extent that the Company or such Note Guarantor are entering into a joinder, entering into a new Security Document, providing Mortgage Deliverables (in the case of the real property) or taking other Collateral constituting personal property described steps to perfect such Lien in the Guarantee and Collateral Agreement, when financing statements and other filings specified on Schedule 4.19 in appropriate form are filed in the offices specified on Schedule 4.19order to secure First Priority Lien Obligations or ABL Obligations, the Lender Company or such Note Guarantor may take the same steps in connection with this Indenture (with such changes as are appropriate to reflect the applicable priority of the Lien consistent with the terms of the Security Documents and the Liens being created on the Issue Date), which shall have a fully perfected Lien onsatisfy the obligations hereunder, and security interest in, all right, title and interest of the Loan Parties in such Collateral Trustee and the proceeds thereof, as security for the Obligations, in which a security interest may be perfected by filing, recording or registering a financing statement or analogous document in the United States (or any political subdivision thereof) and its territories and possessions pursuant to the UCC or upon the receipt and recording of an Intellectual Property Security Agreement with the USCRO or the USPTOCollateral Agent, as applicable, are authorized and directed to execute any documentation consistent therewith. (e) The Company and each Note Guarantor shall execute any and all further documents, financing statements, agreements and instruments, and take all such further actions (including the filing and recording of financing statements or amendments or continuation statements in each caserespect thereof), prior and superior in right that may be required under any applicable law, to any other Person (except, in ensure that the case of Collateral other than Pledged Stock, Liens permitted by Section 7.2 or in the case of Collateral that is Pledged Stock, Liens permitted by Section 7.2 which arise by operation of law). Each of the Mortgages delivered after Security Documents on the Closing Date will beCollateral remain perfected with the priority required by the Security Documents, upon execution, effective to create in favor all at the expense of the Lender a legalCompany and Note Guarantors and provide to the Collateral Agent and the Trustee, valid from time to time upon reasonable request, evidence reasonably satisfactory to the Collateral Agent and enforceable Lien on the Mortgaged Properties described therein Trustee as to the perfection and proceeds thereof, and when the Mortgages are filed in the offices for the applicable jurisdictions in which the Mortgaged Properties are located, each such Mortgage shall constitute a fully perfected Lien on, and security interest in, all right, title and interest priority of the Loan Parties in Liens created or intended to be created by the Mortgaged Properties and the proceeds thereof, as security for the Obligations (as defined in the relevant Mortgage), in each case, prior and superior in right to any other Person (subject to Liens permitted by Section 7.2)Security Documents.

Security Documents. Subject to the time periods set forth in Schedule 5.2, the Guarantee and Collateral (a) The Security Agreement is effective to create in favor of the Lender Collateral Trustee, for the benefit of the Secured Parties, a legal, valid and enforceable security interest in the Collateral described therein and proceeds thereof, except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting the enforcement of creditors’ rights generally or by general equitable principles (whether enforcement is sought by proceedings in equity or at law). In the case of the Pledged Stock described in the Guarantee and Collateral Agreement that are securities represented by stock certificates or otherwise constituting certificated securities within the meaning of Section 8-102(a)(15) of the UCC or the corresponding code or statute of any other applicable jurisdiction (“Certificated Securities”)Security Agreement, when stock certificates representing such Pledged Stock Stock, together with related undated stock powers in blank, are delivered to the LenderCollateral Trustee, in the case of the Pledged Notes described in the Security Agreement, when instruments or certificated securities representing such Pledged Notes, together with related undated note powers in blank are delivered to the Collateral Trustee, in the case of deposit accounts and amounts on deposit therein, when deposit account control agreements are executed and delivered by the appropriate parties, and in the case of the other Collateral constituting personal property described in the Guarantee and Collateral Security Agreement, when financing statements and other filings specified on Schedule 4.19 Schedules 1 and 3 to the Security Agreement in appropriate form are filed in the offices specified on Schedule 4.19Schedules 1 and 3, the Lender security interest granted pursuant to the Security Agreement in such Collateral (to the extent a security interest in such Collateral can be perfected under Article 9 of the UCC by the delivery of such instruments or certificated securities or the filing of financing statements, as applicable) shall have constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral and the proceeds thereof, as security for the Secured Obligations, in which a security interest may be perfected by filing, recording or registering a financing statement or analogous document in the United States (or any political subdivision thereof) and its territories and possessions pursuant to the UCC or upon the receipt and recording of an Intellectual Property Security Agreement with the USCRO or the USPTO, as applicable, in each case, case prior and superior in right to any other Person (except, in the case of Collateral other than Pledged Stock, Liens permitted by Section 7.2 or 6.2 and except, in the case of Collateral that is Pledged Stock, Inchoate Liens and Liens permitted by Section 7.2 which arise by operation of law6.2(n). ). (b) Each of the Mortgages delivered after the Closing Date Mortgages, when executed and delivered, will be, upon execution, be effective to create in favor of the Lender Collateral Trustee, for the benefit of the Secured Parties, a legal, valid and enforceable Lien on the Mortgaged Properties described therein and proceeds thereof, and when the Mortgages are filed in the offices for the applicable jurisdictions in which the Mortgaged Properties are locatedappropriate mortgage recording offices, each such Mortgage shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in the Mortgaged Properties and the proceeds thereof, as security for the Obligations (as defined in the relevant Mortgage)Secured Obligations, in each case, case prior and superior in right to any other Person (subject to other than Inchoate Liens, minor defects in title that do not interfere with ordinary conduct of business and Liens permitted by Section 7.26.2(f), (i), (j) and (m)). As of the Closing Date, no Loan Party owns any real property. (c) As of the Closing Date, the Borrower and its Subsidiaries do not have any Deposit Accounts or Securities Accounts except as set forth on Schedule 3.23. As of the Closing Date, all Deposit Accounts and Securities Accounts listed on Schedule 3.23 (other than such Deposit Accounts and Securities Accounts constituting Excluded Assets) are subject to Deposit Account Control Agreements or Securities Account Control Agreements, as applicable, in favor of the Collateral Trustee.

Security Documents. Subject to the time periods set forth in Schedule 5.2, the The Guarantee and Collateral Agreement is is, and each of the other U.S. Security Documents (other than the U.S. Mortgages) will upon execution and delivery thereof be, effective to create in favor of the Lender Collateral Agent, for the benefit of the Secured Parties, a legal, valid and enforceable security interest in the Collateral described therein and proceeds thereof, (except as enforceability may be limited by bankruptcy, insolvency, reorganizationmoratorium, moratorium reorganization or other similar laws relating to or affecting the enforcement of creditors’ ' rights generally or and except as enforceability may be limited by general equitable principles of equity (regardless of whether enforcement such enforceability is sought by proceedings considered in a proceeding in equity or at law)) security interest (or hypothec, if applicable) in the Collateral described therein. In the case of the Pledged Stock and Intercompany Notes described in the Guarantee and Collateral Agreement that are securities represented by Agreement, when stock certificates or otherwise constituting certificated securities within the meaning of Section 8-102(a)(15) of the UCC or the corresponding code or statute of any other applicable jurisdiction (“Certificated Securities”), when certificates representing such certificated Pledged Stock and Intercompany Notes (together with the appropriate stock powers or other appropriate transfer forms for such certificates executed in blank) are delivered to the LenderCollateral Agent, and in the case of the other Collateral constituting personal property described in the Guarantee and Collateral AgreementAgreement and the other U.S. Security Documents (other than the U.S. Mortgages), when (i) financing statements statements, releases and other filings specified on Schedule 4.19 3 of the Guarantee and Collateral Agreement or specified in appropriate form the applicable other U.S Security Documents are filed in the offices and recorded, (ii) other actions specified on Schedule 4.193 of the Guarantee and Collateral Agreement or specified in the applicable other U.S. Security Documents are taken and (iii) all applicable filings are made in the Register of Personal and Moveable Real Rights in Quebec, the Lender shall Collateral Agent shall, except as otherwise set forth in the U.S. Security Documents (other than the U.S. Mortgages) have a fully perfected Lien on, and security interest (or hypothec, if applicable) in, all right, title and interest of the Loan Parties in such Collateral and the proceeds thereofCollateral, as security for the Obligations, in which a security interest may be perfected by filing, recording or registering a financing statement or analogous document in the United States (or any political subdivision thereof) and its territories and possessions pursuant to the UCC or upon the receipt and recording of an Intellectual Property Security Agreement with the USCRO or the USPTO, as applicable, in each case, case prior and superior in right to any other Person person (except, in the case of Collateral other than the Pledged Stock, Liens permitted by Section 7.2 or in the case of Collateral that is Pledged Stock, Liens permitted by Section 7.2 which arise by operation of law). Each of the Mortgages delivered after the Closing Date will be, upon execution, effective to create in favor of the Lender a legal, valid and enforceable Lien on the Mortgaged Properties described therein and proceeds thereof, and when the Mortgages are filed in the offices for the applicable jurisdictions in which the Mortgaged Properties are located, each such Mortgage shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in the Mortgaged Properties and the proceeds thereof, as security for the Obligations (as defined in the relevant Mortgage), in each case, prior and superior in right to any other Person (subject to Liens permitted by Section 7.26.04).

Security Documents. Subject to the time periods set forth in Schedule 5.2, the (a) The Guarantee and Collateral Agreement is effective to create in favor of the Lender Administrative Agent, for the ratable benefit of the Secured Parties, a legal, valid and enforceable security interest in the Collateral described therein and the proceeds thereof, except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting the enforcement of creditors’ rights generally or by general equitable principles (whether enforcement is sought by proceedings in equity or at law). In the case of the Pledged Stock Stock, if any, described in the Guarantee and Collateral Agreement that are securities represented by stock certificates or otherwise constituting certificated securities within the meaning of Section 8-102(a)(15) of the UCC or the corresponding code or statute of any other applicable jurisdiction (“Certificated Securities”), when certificates representing such Pledged Stock are delivered to the LenderAdministrative Agent, and in the case of the other Collateral constituting personal property described in the Guarantee and Collateral Agreement, when financing statements and other filings specified on Schedule 4.19 4.19(a) in 61 appropriate form are filed in the offices specified on Schedule 4.194.19(a), the Lender Administrative Agent, for the benefit of the Secured Parties, shall have a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral and the proceeds thereof, as security for the Obligations, in which a security interest may be perfected by filing, recording or registering a financing statement or analogous document in the United States (or any political subdivision thereof) and its territories and possessions pursuant to the UCC or upon the receipt and recording of an Intellectual Property Security Agreement with the USCRO or the USPTO, as applicable, in each case, case prior and superior in right to any other Person (except, in the case of Collateral other than Pledged Stock, Liens permitted by Section 7.2 or in 7.3). As of the case of Collateral Closing Date, no Loan Party that is Pledged Stock, Liens permitted by Section 7.2 which arise by operation of law). Each of the a limited liability company or partnership has any Capital Stock that is a not Certificated Security. (b) Any Mortgages delivered after the Closing Date pursuant to Section 6.12 will be, upon execution, effective to create in favor of the Lender Administrative Agent, for the benefit of the Secured Parties, a legal, valid and enforceable Lien on the Mortgaged Properties described therein and proceeds thereof, and when the Mortgages are filed in the offices for the applicable jurisdictions in which the Mortgaged Properties are located, each such Mortgage shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in the Mortgaged Properties and the proceeds thereof, as security for the Obligations (as defined in the relevant Mortgage), in each case, case prior and superior in right to any other Person (subject to other than Liens permitted by Section 7.2)7.3.

Security Documents. Subject to the time periods set forth in Schedule 5.2, the (a) The Guarantee and Collateral Agreement is effective to create in favor of the Lender Administrative Agent, for the benefit of the Secured Parties, a legal, valid and enforceable security interest in the Collateral described therein and proceeds thereof, except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting the enforcement of creditors’ rights generally or by general equitable principles (whether enforcement is sought by proceedings in equity or at law). In the case of the Pledged Stock described in the Guarantee and Collateral Agreement that are securities represented by stock certificates or otherwise constituting certificated securities within the meaning of Section 8-102(a)(15) of the UCC or the corresponding code or statute of any other applicable jurisdiction (“Certificated Securities”), when certificates representing such Pledged Stock are delivered to the LenderAdministrative Agent, and in the case of the other Collateral constituting personal property described in the Guarantee and Collateral Agreement, when financing statements and other filings specified on Schedule 4.19 4.19(a) in appropriate form are filed in the offices specified on Schedule 4.194.19(a), the Lender Administrative Agent, for the benefit of the Secured Parties, shall have a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral and the proceeds thereof, as security for the Obligations, in which a security interest may be perfected by filing, recording or registering a financing statement or analogous document in the United States (or any political subdivision thereof) and its territories and possessions pursuant to the UCC or upon the receipt and recording of an Intellectual Property Security Agreement with the USCRO or the USPTO, as applicable, in each case, case prior and superior in right to any other Person (except, in the case of Collateral other than Pledged Stock, Liens permitted by Section 7.2 or in 7.3). As of the case Closing Date, none of Collateral the Loan Parties that is Pledged Stock, Liens permitted by Section 7.2 which arise by operation of law). a limited liability company or partnership has any Capital Stock that is a Certificated Security. (b) Each of the Mortgages delivered after the Closing Date will be, upon execution, effective to create in favor of the Lender Administrative Agent, for the benefit of the Secured Parties, a legal, valid and enforceable Lien on the Mortgaged Properties described therein and proceeds thereof, and when the Mortgages are filed in the offices for the applicable jurisdictions in which the Mortgaged Properties are located, each such Mortgage shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in the Mortgaged Properties and the proceeds thereof, as security for the Obligations (as defined in the relevant Mortgage), in each case, case prior and superior in right to any other Person (subject to Liens permitted by Section 7.2)Person.

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

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

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

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

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

Security Documents. Subject to the time periods set forth in Schedule 5.2, the Guarantee and Collateral Agreement (a) Each Security Document is effective to create in favor of the Lender Collateral Agent for the benefit of the Secured Parties specified therein, a legal, valid and enforceable security interest and Lien in the Collateral described therein and proceeds thereof, except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting the enforcement of creditors’ rights generally or by general equitable principles (whether enforcement is sought by proceedings in equity or at law). In the case of the Pledged Stock Stock, as defined and described in the Guarantee and Collateral Agreement that are securities represented by stock certificates or otherwise constituting certificated securities within the meaning of Section 8-102(a)(15) of the UCC or the corresponding code or statute of any other applicable jurisdiction (“Certificated Securities”)Agreement, when stock certificates representing such Pledged Stock are delivered to the LenderCollateral Agent, and in the case of the other Collateral constituting personal property described in the Guarantee and Collateral AgreementSecurity Documents, when financing statements and other filings specified on Schedule 4.19 5.19(a) in appropriate form are filed in the offices specified on Schedule 4.195.19(a), the Lender Guarantee and Collateral Agreement and the other Security Documents shall have create a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties party thereto in such Collateral and the proceeds thereof, as security for the Obligations, in which a security interest may be perfected by filing, recording or registering a financing statement or analogous document in the United States (or any political subdivision thereof) and its territories and possessions pursuant Obligations referred to the UCC or upon the receipt and recording of an Intellectual Property Security Agreement with the USCRO or the USPTO, as applicabletherein, in each case, case prior and superior in right to any other Person (except, in the case of Collateral other than Pledged StockStock (which may be subject to Liens for certain Statutory Prior Claims), Liens permitted by Section 7.2 or in 8.3). As of the case of Collateral Closing Date, there are no Statutory Prior Claims that is encumber any Pledged Stock, Liens permitted by Section 7.2 which arise by operation except for certain inchoate Canadian Statutory Prior Claims in respect of law). amounts not yet past due that could affect the Capital Stock of Canada's Wonderland Company prior to its amalgamation with 3147010 Nova Scotia Company. (b) Each of the Mortgages delivered after the Closing Date will be, upon execution, is effective to create in favor of the Lender Collateral Agent, for the benefit of the Secured Parties specified therein, a legal, valid and enforceable Lien on the Mortgaged Properties described therein and proceeds thereof, and when the Mortgages are filed or registered in the offices for the applicable jurisdictions in which the Mortgaged Properties are located, each such Mortgage shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in the Mortgaged Properties and the proceeds thereof, as security for the Obligations (as defined in the relevant Mortgage), in each case, prior and superior in right to any other Person (subject to Liens permitted by Section 7.2).specified on Schedule 5.19

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

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

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

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

Security Documents. Subject to the time periods set forth in Schedule 5.2, the (a) The Guarantee and Collateral Agreement is effective to create in favor of the Lender Administrative Agent, for the ratable benefit of the Secured Parties, a legal, valid and enforceable security interest in the Collateral described therein and the proceeds thereof, except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting the enforcement of creditors’ rights generally or by general equitable principles (whether enforcement is sought by proceedings in equity or at law). In the case of the Pledged Stock Stock, if any, described in the Guarantee and Collateral Agreement that are securities represented by stock certificates or otherwise constituting certificated securities within the meaning of Section 8-102(a)(15) of the UCC or the corresponding code or statute of any other applicable jurisdiction (“Certificated Securities”), when certificates representing such Pledged Stock are delivered to the LenderAdministrative Agent, and in the case of the other Collateral constituting personal property described in the Guarantee and Collateral Agreement and subject to the qualifications set forth in Section 4.2 of the Guarantee and Collateral Agreement, when financing statements and other filings specified on Schedule 4.19 4.19(a) in appropriate form are filed in the offices specified on Schedule 4.194.19(a), the Lender Administrative Agent, for the benefit of the Secured Parties, shall have a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral and the proceeds thereof, as security for the Obligations, in which a security interest may be perfected by filing, recording or registering a financing statement or analogous document in the United States (or any political subdivision thereof) and its territories and possessions pursuant to the UCC or upon the receipt and recording of an Intellectual Property Security Agreement with the USCRO or the USPTO, as applicable, in each case, case prior and superior in right to any other Person (except, in the case of Collateral other than Pledged Stock, Liens permitted by Section 7.2 or in the case of Collateral that is Pledged Stock, Liens permitted by Section 7.2 which arise by operation of law7.3). Each of the . (a) Any Mortgages delivered after the Closing Date pursuant to Section 6.12 will be, upon execution, effective to create in favor of the Lender Administrative Agent, for the benefit of the Secured Parties, a legal, valid and enforceable Lien on the Mortgaged Properties described therein and proceeds thereof, and when the Mortgages are filed in the offices for the applicable jurisdictions in which the Mortgaged Properties are located, each such Mortgage shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in the Mortgaged Properties and the proceeds thereof, as security for the Obligations (as defined in the relevant Mortgage), in each case, case prior and superior in right to any other Person (subject Person, other than with respect to Liens permitted by under Section 7.27.3(e).

Security Documents. Subject to the time periods set forth in Schedule 5.2, the The Guarantee and Collateral Agreement is effective to create in favor of the Lender Administrative Agent, for the benefit of the Secured Parties, a legal, valid and enforceable security interest in the Collateral described therein and proceeds thereof, except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting the enforcement of creditors’ rights generally or by general equitable principles (whether enforcement is sought by proceedings in equity or at law). In the case of the Pledged Stock described in the Guarantee and Collateral Agreement that are securities represented by stock certificates or otherwise constituting certificated securities within the meaning of Section 8-102(a)(15) of the UCC or the corresponding code or statute of any other applicable jurisdiction (“Certificated Securities”)Agreement, when any stock certificates representing such Pledged Stock are delivered to the LenderAdministrative Agent, and in the case of the other Collateral constituting personal property described in the Guarantee and Collateral Agreement, when financing statements and other filings specified on Schedule 4.19 in appropriate form are filed in the offices specified on Schedule 4.193.19(a)-1 (which financing statements have been duly completed and executed, delivered to and authorized to be filed by the Administrative Agent) and such other filings as are specified on Schedule 3 to the Guarantee and Collateral Agreement have been completed, the Lender Guarantee and Collateral Agreement shall have constitute (to the extent perfection can be accomplished by filings of UCC financing statements or the delivery and possession of Pledged Stock or Pledged Notes) a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral and the proceeds thereof, as security for the Obligations, in which a security interest may be perfected by filing, recording or registering a financing statement or analogous document Obligations (as defined in the United States (or any political subdivision thereof) Guarantee and its territories and possessions pursuant to the UCC or upon the receipt and recording of an Intellectual Property Security Agreement with the USCRO or the USPTO, as applicableCollateral Agreement), in each case, case prior and superior in right to any other Person (except, in the case of Collateral other than Pledged Stock, Liens permitted by Section 7.2 or in the case of Collateral that is Pledged Stock, Liens permitted by Section 7.2 which arise by operation of lawPermitted Liens). Each Schedule 3.19 (a) 2 lists each UCC Financing Statement that (i) names any Loan Party as debtor and (ii) will remain on file after the Closing Date. Schedule 3.19(a)-3 lists each UCC Financing Statement that (i) names any Loan Party as debtor and (ii) will be terminated on or prior to the Closing Date; and on or prior to the Closing Date, the Borrower will have delivered to the Administrative Agent, or caused to be filed, duly completed UCC termination statements, authorized or authenticated by the relevant secured party, in respect of each UCC Financing Statement listed in Schedule 3.19(a)-3. (a) Upon the due execution and recordation thereof, each of the Mortgages delivered after the Closing Date will be, upon execution, be effective to create in favor of the Lender Administrative Agent, for the benefit of the Secured Parties, a legal, valid valid, binding and enforceable Lien on on, and security interest in, the Mortgaged Properties described described, and as defined, therein and proceeds and products thereof, and when the Mortgages are filed in the offices for the applicable jurisdictions in which the Mortgaged Properties are locatedspecified on Schedule 3.19(b), each such Mortgage shall constitute a fully perfected first-priority Lien on, and security interest in, all right, title and interest of the Loan Parties in the Mortgaged Properties and the proceeds and products thereof, as security for the Obligations (as defined in the relevant Mortgage)Obligations, in each case, case prior and superior in right to any Liens of any other Person (subject to Liens permitted by Section 7.2)other than Permitted Liens.

Security Documents. Subject (a) The payment of the principal of and interest and premium and Special Interest, if any, on the Notes when due, whether on an interest payment date, at maturity, by acceleration, repurchase, redemption or otherwise and whether by the Company pursuant to the time periods set forth in Schedule 5.2Notes or by any Guarantor pursuant to the Subsidiary Guarantees, the Guarantee payment of all other Note Obligations and Collateral Agreement is effective to create in favor the performance of all other obligations of the Lender a legal, valid Company and enforceable security interest its Subsidiaries under the Note Documents are secured as provided in the Collateral described therein Security Documents which the Company and proceeds thereofthe Guarantors have entered into simultaneously with the execution of this Indenture and will be secured by all Security Documents hereafter delivered as required or permitted by this Indenture. Such security interests will also secure any Parity Lien Obligations. (b) The Company will cause each Material Domestic Subsidiary created, except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting the enforcement of creditors’ rights generally or by general equitable principles (whether enforcement is sought by proceedings in equity or at law). In the case of the Pledged Stock described in the Guarantee and Collateral Agreement that are securities represented by stock certificates acquired or otherwise constituting certificated securities within existing on or after the meaning of Section 8-102(a)(15) of the UCC or the corresponding code or statute of date hereof, including but not limited to any other applicable jurisdiction (“Certificated Securities”)Nonmaterial Domestic 102 Subsidiary that becomes a Material Domestic Subsidiary, when certificates representing such Pledged Stock are delivered to the Lenderpromptly, and in any event, immediately after becoming a Material Domestic Subsidiary, execute and deliver each applicable Security Document to the case Joint Collateral Agent and certified copies of such Subsidiary's Governing Documents, together with legal opinions in form and substance reasonably satisfactory to the other Joint Collateral constituting personal property described in the Guarantee Agent opining as to authorization, validity and Collateral Agreement, when financing statements and other filings specified on Schedule 4.19 in appropriate form are filed in the offices specified on Schedule 4.19enforceability of such Secuity Documents. In addition, the Lender Company will not at any time permit aggregate fair market value of all Nonmaterial Domestic Subsidiaries' gross assets to equal or exceed $250,000. In such case, the Company shall have a fully perfected Lien on, require all Nonmaterial Domestic Subsidiaries to execute and security interest in, all right, title and interest of the Loan Parties in such Collateral and the proceeds thereof, as security for the Obligations, in which a security interest may be perfected by filing, recording or registering a financing statement or analogous document in the United States (or any political subdivision thereof) and its territories and possessions pursuant deliver each applicable Security Document to the UCC or upon Joint Collateral Agent and certified copies of each Nonmaterial Domestic Subsidiary's Governing Documents, together with legal opinions in form and substance reasonably satisfactory to the receipt Joint Collateral Agent opining as to authorization, validity and recording enforceability of an Intellectual Property Security Agreement with the USCRO or the USPTO, as applicable, in each case, prior and superior in right to any other Person (except, in the case of Collateral other than Pledged Stock, Liens permitted by Section 7.2 or in the case of Collateral that is Pledged Stock, Liens permitted by Section 7.2 which arise by operation of law). Each of the Mortgages delivered after the Closing Date will be, upon execution, effective to create in favor of the Lender a legal, valid and enforceable Lien on the Mortgaged Properties described therein and proceeds thereof, and when the Mortgages are filed in the offices for the applicable jurisdictions in which the Mortgaged Properties are located, each such Mortgage shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in the Mortgaged Properties and the proceeds thereof, as security for the Obligations (as defined in the relevant Mortgage), in each case, prior and superior in right to any other Person (subject to Liens permitted by Section 7.2)Secuity Documents.

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

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

Security Documents. Subject to the time periods set forth in Schedule 5.2, the Guarantee and Collateral (a) The Security Agreement is effective to create creates in favor of the Lender Collateral Agent, for the benefit of the Credit Parties referred to therein, a legal, valid valid, and enforceable security interest in the Collateral described therein and proceeds thereof(as defined in the Security Agreement), except as the enforceability may be limited by of which is subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting the enforcement of creditors’ rights generally or by and subject to general equitable principles (of equity, regardless of whether enforcement is sought by proceedings considered in a proceeding in equity or at law. Upon the filing of UCC financing statements in proper form, delivery of all possessory collateral required to be delivered by the Security Agreement and/or the obtaining of “control” (as defined in the UCC). In , the case Collateral Agent will have a perfected Lien on, and security interest in, to and under all right, title and interest of the Pledged Stock described grantors thereunder in all Collateral (other than those DDAs for which the Agents have not required a Blocked Account Agreement) that may be perfected under the UCC (in effect on the date this representation is made) by filing, recording or registering a financing statement or by obtaining control or possession, in each case prior and superior in right to any other Person to the extent required by the Loan Documents, subject to Permitted Encumbrances having priority under applicable Law. (b) When the Security Agreement (or a short form thereof) in proper form is filed in the Guarantee United States Patent and Collateral Agreement that are securities represented by stock certificates or otherwise constituting certificated securities within Trademark Office and the meaning of Section 8-102(a)(15) of the UCC or the corresponding code or statute of any other applicable jurisdiction (“Certificated Securities”), when certificates representing such Pledged Stock are delivered to the Lender, United States Copyright Office and in the case of the other Collateral constituting personal property described in the Guarantee and Collateral Agreement, when financing statements statements, releases and other filings specified on Schedule 4.19 in appropriate form are filed in the offices specified on Schedule 4.19II of the Security Agreement, the Lender Collateral Agent shall have a fully perfected Lien on, and security interest in, all right, title and interest of the applicable Loan Parties in such the Intellectual Property Collateral and (as defined in the proceeds thereof, as security for the Obligations, Security Agreement) in which a security interest may be perfected by filing, recording or registering a security agreement, financing statement or analogous document in the United States (or any political subdivision thereof) Patent and its territories and possessions pursuant to the UCC or upon the receipt and recording of an Intellectual Property Security Agreement with the USCRO Trademark Office or the USPTOUnited States Copyright Office, as applicable, in each case, case prior and superior in right to any other Person to the extent required by the Loan Documents, subject to Permitted Encumbrances having priority under applicable Law (except, it being understood that subsequent recordings in the case of Collateral other than Pledged StockUnited States Patent and Trademark Office and the United States Copyright Office may be necessary to perfect a Lien on registered trademarks, Liens permitted trademark applications and copyrights acquired by Section 7.2 or in the case of Collateral that is Pledged Stock, Liens permitted by Section 7.2 which arise by operation of law). Each of the Mortgages delivered Loan Parties after the Closing Date will be, upon execution, effective to date hereof). (c) Each Mortgage when granted shall create in favor of the Lender Collateral Agent, for the benefit of the Credit Parties referred to therein, a legal, valid valid, continuing and enforceable Lien on in the Mortgaged Properties described therein Property (as defined in such Mortgage), the enforceability of which is subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and proceeds thereofsubject to general principles of equity, regardless of whether considered in a proceeding in equity or at law. Upon the filing or recording of each Mortgage in proper form with the appropriate Governmental Authorities and when the Mortgages are filed in payment of any mortgage recording taxes or fees, the offices for the applicable jurisdictions in which the Mortgaged Properties are located, each such Mortgage shall constitute Collateral Agent will have a fully perfected Lien on, and security interest in, to and under all right, title and interest of the Loan Parties grantors thereunder in the Mortgaged Properties and Property subject thereto that may be perfected by such filing (including without limitation the proceeds thereof, as security for the Obligations (as defined in the relevant Mortgageof such Mortgaged Property), in each case, case prior and superior in right to any other Person (to the extent required by the Loan Documents, subject to Liens permitted by Section 7.2)Permitted Encumbrances.

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

Security Documents. Subject to the time periods set forth in Schedule 5.2, the (a) The Guarantee and Collateral Agreement is effective to create in favor of the Lender Administrative Agent, for the ratable benefit of the Secured Parties, a legal, valid and enforceable security interest in the Collateral described therein and the proceeds thereof, except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting the enforcement of creditors’ rights generally or by general equitable principles (whether enforcement is sought by proceedings in equity or at law). In the case of the Pledged Stock Stock, if any, described in the Guarantee and Collateral Agreement that are securities represented by stock certificates or otherwise constituting certificated securities within the meaning of Section 8-102(a)(15) of the UCC or the corresponding code or statute of any other applicable jurisdiction (“Certificated Securities”), when certificates representing such Pledged Stock are delivered to the LenderAdministrative Agent, and in the case of the other Collateral constituting personal property described in the Guarantee and Collateral Agreement, when financing statements and other filings specified on Schedule 4.19 4.19(a) in appropriate form are filed in the offices specified on Schedule 4.194.19(a), the Lender Administrative Agent, for the benefit of the Secured Parties, shall have a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral and the proceeds thereof, as security for the Obligations, in which a security interest may be perfected by filing, recording or registering a financing statement or analogous document in the United States (or any political subdivision thereof) and its territories and possessions pursuant to the UCC or upon the receipt and recording of an Intellectual Property Security Agreement with the USCRO or the USPTO, as applicable, in each case, case prior and superior in right to any other Person (except, in the case of Collateral other than Pledged Stock, Liens permitted by Section 7.2 or in 7.3). As of the case of Collateral Closing Date, no Loan Party that is Pledged Stock, Liens permitted by Section 7.2 which arise by operation of law). Each of the a limited liability company or partnership has any Capital Stock that is a Certificated Security. (b) Any Mortgages delivered after the Closing Date pursuant to Section 6.12 will be, upon execution, effective to create in favor of the Lender Administrative Agent, for the benefit of the Secured Parties, a legal, valid and enforceable Lien on the Mortgaged Properties described therein and proceeds thereof, and when the Mortgages are filed in the offices for the applicable jurisdictions in which the Mortgaged Properties are located, each such Mortgage shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in the Mortgaged Properties and the proceeds thereof, as security for the Obligations (as defined in the relevant Mortgage), in each case, case prior and superior in right to any other Person (subject to other than Liens permitted by pursuant to Section 7.27.3).

Security Documents. Subject to the time periods set forth in Schedule 5.2, the (a) The Guarantee and Collateral Agreement is effective to create in favor of the Lender Administrative Agent, for the benefit of the Secured Parties, a legal, valid and enforceable security interest in the Collateral described therein and proceeds and products thereof, except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting the enforcement of creditors’ rights generally or by general equitable principles (whether enforcement is sought by proceedings in equity or at law). In the case of the Pledged Stock described in the Guarantee and Collateral Agreement that are securities represented by stock certificates or otherwise constituting certificated securities within the meaning of Section 8-102(a)(15) of the UCC or the corresponding code or statute of any other applicable jurisdiction (“Certificated Securities”)Stock, when any stock certificates representing such Pledged Stock are delivered to the LenderAdministrative Agent, and in the case of the other Collateral constituting personal property described in the Guarantee and Collateral Agreement, when financing statements and other filings specified on Schedule 4.19 in appropriate form are filed in the offices specified on Schedule 4.194.19(a)-1 (which financing statements have been duly completed and executed in accordance with applicable Requirements of Law and delivered to the Administrative Agent for filing) and such other filings as are specified on Schedule 3 to the Guarantee and Collateral Agreement are made (all of which filings have been duly completed and executed in accordance with applicable Requirements of Law and delivered to the Administrative Agent for filing), the Lender Guarantee and Collateral Agreement shall have constitute a fully perfected Lien on, and security interest in, all right, title and interest of Holdings and the Loan Parties in such Collateral and the proceeds and products thereof, as security for the Obligations, in which a security interest may be perfected by filing, recording or registering a financing statement or analogous document Obligations (as defined in the United States (or any political subdivision thereof) Guarantee and its territories and possessions pursuant to the UCC or upon the receipt and recording of an Intellectual Property Security Agreement with the USCRO or the USPTO, as applicableCollateral Agreement), in each case, case prior and superior in right to any other Person (except, in the case of Collateral other than Pledged Stock, Liens permitted by Section 7.2 or 7.3 and, in the case of Collateral that is consisting of Pledged Stock, non-consensual Liens permitted by Section 7.2 which arise 7.3 to the extent arising by operation of law). Schedule 4.19 (a) 2 lists each UCC Financing Statement that (i) names any Holdings or Loan Party as debtor and (ii) will remain on file after the Closing Date. Schedule 4.19(a)-3 lists each UCC Financing Statement that (i) names Holdings or any Loan Party as debtor and (ii) will be terminated on or prior to the Closing Date; and on or prior to the Closing Date, the Borrower will have delivered to the Administrative Agent, or caused to be filed, duly completed UCC termination statements, signed by the relevant secured party, in respect of each such UCC Financing Statement. (b) Each of the Mortgages delivered after the Closing Date will be, upon execution, is effective to create in favor of the Lender Administrative Agent, for the benefit of the Secured Parties, a legal, valid and enforceable Lien on the Mortgaged Properties described described, and as defined, therein and proceeds and products thereof, and when the Mortgages are filed in the offices for the applicable jurisdictions in which the Mortgaged Properties are locatedspecified on Schedule 4.19(b), each such Mortgage shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in the Mortgaged Properties and the proceeds and products thereof, as security for the Obligations (as defined in the relevant Mortgage), in each casecase prior and superior in right to any other Person except for Liens, rights and other interests permitted under Section 7.3. (c) The Intellectual Property Security Agreement is effective to create in favor of the Administrative Agent, for the benefit of the Secured Parties, a legal, valid and enforceable security interest in the Intellectual Property Collateral described therein and proceeds and products thereof. Upon the filing and recording of (i) the Intellectual Property Security Agreement in the appropriate indexes of the United States Patent and Trademark Office relative to patents and trademarks (within three (3) months after the Closing Date), and the United States Copyright Office relative to copyrights (within thirty (30) days after the Closing Date), together with provision for payment of all requisite fees, and (ii) financing statements in appropriate form for filing in the offices specified on Schedule 4.19(c) (which financing statements have been duly completed and executed in accordance with applicable Requirements of Law and delivered to the Administrative Agent for filing) the Intellectual Property Security Agreement shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in the Intellectual Property Collateral and the proceeds and products thereof, as security for the Obligations (as defined in the Guarantee and Collateral Agreement), in each case prior and superior in right to any other Person (subject to except non-consensual Liens permitted by Section 7.27.3 to the extent arising by operation of law).

Security Documents. Subject to the time periods set forth in Schedule 5.2, the (a) The Guarantee and Collateral Agreement is effective to create in favor of the Lender Administrative Agent, for the benefit of the Secured Parties, a legal, valid and enforceable security interest in the Collateral described therein and proceeds thereof, except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting the enforcement of creditors’ rights generally or by general equitable principles (whether enforcement is sought by proceedings in equity or at law). In the case of the Pledged Stock described in the Guarantee and Collateral Agreement that are securities represented by stock certificates or otherwise constituting certificated securities within the meaning of Section 8-102(a)(15) of the UCC or the corresponding code or statute of any other applicable jurisdiction (“Certificated Securities”), when certificates representing such Pledged Stock Stock, together with applicable endorsements, are delivered to the LenderAdministrative Agent, and in the case of the other Collateral constituting personal property described in the Guarantee and Collateral Agreement, when financing statements and other filings specified on Schedule 4.19 4.19(a) in appropriate form are filed in the offices specified on Schedule 4.194.19(a), the Lender Administrative Agent, for the benefit of the Secured Parties, shall have a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral and the proceeds thereof, as security for the Obligations, in which a security interest may be perfected by filing, recording or registering a financing statement or analogous document in the United States (or any political subdivision thereof) and its territories and possessions pursuant to the UCC or upon the receipt and recording of an Intellectual Property Security Agreement with the USCRO or the USPTO, as applicable, in each case, case prior and superior in right to any other Person (except, in the case of Collateral other than Pledged Stock, Liens permitted by Section 7.2 7.3). As of the Closing Date, none of the Borrower or in the case of Collateral any Guarantor that is Pledged Stock, Liens permitted by Section 7.2 which arise by operation of law). a limited liability company or partnership has any Capital Stock that is a Certificated Security. (b) Each of the Mortgages delivered after the Closing Date will be, upon execution, effective to create in favor of the Lender Administrative Agent, for the benefit of the Secured Parties, a legal, valid and enforceable Lien on the Mortgaged Properties described therein and proceeds thereof, and when the Mortgages are filed in the offices for the applicable jurisdictions in which the Mortgaged Properties are located, each such Mortgage shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in the Mortgaged Properties and the proceeds thereof, as security for the Obligations (as defined in the relevant Mortgage), in each case, case prior and superior in right to any other Person (subject to Liens permitted by Section 7.2)Person.

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

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

Security Documents. Subject to the time periods set forth in Schedule 5.2, the (a) The Guarantee and Collateral Agreement is effective to create in favor of the Lender Administrative Agent, for the benefit of the Secured Parties, a legal, valid and enforceable security interest in the Collateral described therein and proceeds thereof, except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting the enforcement of creditors’ rights generally or by general equitable principles (whether enforcement is sought by proceedings in equity or at law). In the case of the Pledged Stock described in the The Guarantee and Collateral Agreement that are securities represented by stock certificates or otherwise constituting certificated securities within the meaning of Section 8-102(a)(15) of the UCC or the corresponding code or statute of any other applicable jurisdiction (“Certificated Securities”), when certificates representing such Pledged Stock are delivered to the Lender, and in the case of the other Collateral constituting personal property described in the Guarantee and Collateral Agreement, when financing statements and other filings specified on Schedule 4.19 in appropriate form are filed in the offices specified on Schedule 4.19, the Lender shall have constitutes a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such the Collateral and the proceeds thereof, as security for the Obligations, in which a security interest may be perfected by filing, recording or registering a financing statement or analogous document Obligations (as defined in the United States (or any political subdivision thereof) Guarantee and its territories and possessions pursuant to the UCC or upon the receipt and recording of an Intellectual Property Security Agreement with the USCRO or the USPTO, as applicableCollateral Agreement), in each case, case prior and superior in right to any other Person (exceptPerson, except in the case of Collateral other than Pledged Stock, Stock (x) Liens permitted by Section 7.2 or in 7.3 and (y) as otherwise expressly permitted by Section 4.3 of the case of Guarantee and Collateral Agreement. Schedule 4.19 (a) 2 lists each UCC Financing Statement that is Pledged Stock, (i) names any Loan Party as debtor and (ii) will remain on file after the Closing Date with respect to Liens permitted by Section 7.2 7.3 which arise do not secure the Obligations. Schedule 4.19 (a) 3 lists each UCC Financing Statement that (i) names any Loan Party as debtor and (ii) will be terminated on or prior to the Closing Date (including each such UCC Financing Statement with respect to the Existing Credit Facilities); and on or prior to the Closing Date, the Borrower will have delivered to the Administrative Agent, or caused to be filed, duly completed UCC termination statements, authorized or authenticated by operation the relevant secured party, in respect of law). each such UCC Financing Statement listed in Schedule 4.19 (a) 3. (b) Each of the Mortgages executed and delivered after the Closing Date will bepursuant to Section 6.10 (b) shall, upon executionsuch execution and delivery, be effective to create in favor of the Lender Administrative Agent, for the benefit of the Secured Parties, a legal, valid and enforceable Lien on the Mortgaged Properties described therein and proceeds thereof, ; and when the Mortgages are filed in the offices for recording office designated by the applicable jurisdictions in which the Mortgaged Properties are locatedBorrower, each such Mortgage shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in the Mortgaged Properties described therein and the proceeds thereof, as security for the Obligations (as defined in the relevant Mortgage), in each case, case prior and superior in right to any other Person (subject to other than Persons holding Liens or other encumbrances or rights permitted by Section 7.2the relevant Mortgage).

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

Security Documents. Subject Assuming due and proper execution by the parties thereto (other than any Loan Parties) and, where not required to be filed or submitted by a Subsidiary or its agent, proper submission to the time periods set forth in Schedule 5.2applicable Governmental Authority, each of the Guarantee and Collateral Agreement Security Documents is effective to create in favor of the Lender Collateral Agent, for the benefit of the Secured Parties as security for the Obligations described therein, a legal, valid valid, binding and enforceable security interest in the Collateral described therein and proceeds thereof, except as enforceability may be limited by thereof (subject to (x) applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting the enforcement of creditors’ rights generally or by and subject to general equitable principles (of equity, regardless of whether enforcement is sought by proceedings considered in a proceeding in equity or at lawlaw and (y) any filings, notices and registrations and other perfection requirements necessary to create or perfect Liens on the Collateral granted by the Loan Parties in favor of the Secured Parties (which filings or recordings shall be made to the extent required by any Security Document). In ) and (i) in the case of the Pledged Stock Collateral described in the Guarantee and Collateral Agreement that are securities represented therein with respect to which a security interest may be perfected by stock certificates possession or otherwise constituting certificated securities within the meaning of Section 8-102(a)(15) of the UCC or the corresponding code or statute of any other applicable jurisdiction (“Certificated Securities”)control, when certificates representing such original Pledged Stock are Collateral is delivered to the Lender, Collateral Agent (if required to be so delivered by the applicable Security Document) and (ii) in the case of the all other Collateral constituting personal property described therein, when Financing Statements are filed (or such other filings, notices or recordings are accomplished) in the Guarantee and Collateral Agreementappropriate offices, when financing statements and corporate records or the with the appropriate persons as may be required under the applicable Personal Property Security Laws (or other filings specified on Schedule 4.19 in appropriate form are filed in the offices specified on Schedule 4.19applicable laws) or any Security Document, the Lender Liens created by the Security Documents shall have constitute a fully perfected Lien first priority Liens on, and security interest interests in, all right, title and interest of the Loan Parties in such Collateral and the proceeds thereof, as security for the Obligations, in which a security interest may be perfected by filing, recording or registering a financing statement or analogous document in the United States (or any political subdivision thereof) and its territories and possessions pursuant to the UCC or upon the receipt and recording of an Intellectual Property Security Agreement with the USCRO or the USPTO, as applicable, in each case, prior and superior in right to any other Person (except, in the case of Collateral other than Pledged Stock, Liens permitted by Section 7.2 or in the case of Collateral that is Pledged Stock, Liens permitted by Section 7.2 which arise by operation of law). Each of the Mortgages delivered after the Closing Date will be, upon execution, effective to create in favor of the Lender a legal, valid and enforceable Lien on the Mortgaged Properties described therein and proceeds thereof, and when the Mortgages are filed in the offices for the applicable jurisdictions in which the Mortgaged Properties are located, each such Mortgage shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in the Mortgaged Properties and the proceeds thereof, as security for the Obligations (as defined in the relevant Mortgage)described therein, in each case, case prior and superior in right to the rights of any other Person person (subject except (i) in the case of all Collateral other than Pledged Collateral, with respect to Liens expressly permitted by Section 7.26.02, and (ii) in the case of Pledged Collateral, with respect to Permitted Equity Collateral Liens).

Security Documents. Subject to the time periods set forth in Schedule 5.2, the Guarantee and Collateral (a) The Security Agreement is effective to create creates in favor of the Lender Agent, for the benefit of the Secured Parties referred to therein, a legal, valid valid, continuing and enforceable security interest in the Collateral described therein and proceeds thereof(as defined in the Security Agreement), except as the enforceability may be limited by of which is subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting the enforcement of creditors’ rights generally or by and subject to general equitable principles (of equity, regardless of whether enforcement is sought by proceedings considered in a proceeding in equity or at law). In the case of the Pledged Stock described in the Guarantee and Collateral Agreement that are securities represented by stock certificates or otherwise constituting certificated securities within the meaning of Section 8-102(a)(15) of the UCC or the corresponding code or statute of any other applicable jurisdiction (“Certificated Securities”)The financing statements, when certificates representing such Pledged Stock are delivered to the Lender, and in the case of the other Collateral constituting personal property described in the Guarantee and Collateral Agreement, when financing statements releases and other filings are in appropriate form and have been or will be filed in the offices specified in Schedule II of the Security Agreement. Upon such filings and/or the obtaining of “control,” (as defined in the UCC) the Agent will have a perfected Lien on, and security interest in, to and under all right, title and interest of the grantors thereunder in all Collateral that may be perfected by filing, recording or registering a financing statement or analogous document (including without limitation the proceeds of such Collateral subject to the limitations relating to such proceeds in the UCC) or by obtaining control, under the UCC (in effect on Schedule 4.19 the date this representation is made) in each case prior and superior in right to any other Person. 96 (b) When the Security Agreement (or a short form thereof) is filed in the United States Patent and Trademark Office and the United States Copyright Office and when financing statements, releases and other filings in appropriate form are filed in the offices specified on in Schedule 4.19II of the Security Agreement, the Lender Agent shall have a fully perfected Lien on, and security interest in, all right, title and interest of the applicable Loan Parties in such Collateral and the proceeds thereof, Intellectual Property (as security for defined in the Obligations, Security Agreement) in which a security interest may be perfected by filing, recording or registering a security agreement, financing statement or analogous document in the United States (or any political subdivision thereof) Patent and its territories and possessions pursuant to the UCC or upon the receipt and recording of an Intellectual Property Security Agreement with the USCRO Trademark Office or the USPTOUnited States Copyright Office, as applicable, in each case, case prior and superior in right to any other Person (except, it being understood that subsequent recordings in the case of Collateral other than Pledged StockUnited States Patent and Trademark Office and the United States Copyright Office may be necessary to perfect a Lien on registered trademarks, Liens permitted trademark applications and copyrights acquired by Section 7.2 or in the case of Collateral that is Pledged Stock, Liens permitted by Section 7.2 which arise by operation of law). Each of the Mortgages delivered Loan Parties after the Closing Date will be, upon execution, effective to create in favor of the Lender a legal, valid and enforceable Lien on the Mortgaged Properties described therein and proceeds thereof, and when the Mortgages are filed in the offices for the applicable jurisdictions in which the Mortgaged Properties are located, each such Mortgage shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in the Mortgaged Properties and the proceeds thereof, as security for the Obligations (as defined in the relevant Mortgage), in each case, prior and superior in right to any other Person (subject to Liens permitted by Section 7.2Date).

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

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

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

Security Documents. Subject to the time periods set forth in Schedule 5.2, the Guarantee and Collateral (a) The Security Agreement is effective to create creates in favor of the Lender Agent and Term Loan Agent, for the benefit of the Secured Parties referred to therein, a legal, valid valid, continuing and enforceable security interest in the Collateral described therein and proceeds thereof(as defined in the Security Agreement), except as the enforceability may be limited by of which is subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting the enforcement of creditors’ rights generally or by and subject to general equitable principles (of equity, regardless of whether enforcement is sought by proceedings considered in a proceeding in equity or at law). In the case of the Pledged Stock described in the Guarantee and Collateral Agreement that are securities represented by stock certificates or otherwise constituting certificated securities within the meaning of Section 8-102(a)(15) of the UCC or the corresponding code or statute of any other applicable jurisdiction (“Certificated Securities”)The financing statements, when certificates representing such Pledged Stock are delivered to the Lender, and in the case of the other Collateral constituting personal property described in the Guarantee and Collateral Agreement, when financing statements releases and other filings are in appropriate form and have been or will be filed in the offices specified in Schedule II of the Security Agreement. Upon such filings and/or the obtaining of “control,” (as defined in the UCC) the Agent will have a perfected Lien on, and security interest in, to and under all right, title and interest of the grantors thereunder in all Collateral that may be perfected by filing, recording or registering a financing statement or analogous document (including without limitation the proceeds of such Collateral subject to the limitations relating to such proceeds in the UCC) or by obtaining control, under the UCC (in effect on Schedule 4.19 the date this representation is made) in each case prior and superior in right to any other Person (except for Permitted Encumbrances referenced in Sections 7.02(d) or (q) solely to the extent such Liens have priority under applicable Law and, if applicable, the Term Loan B Agent to the extent subject to the Term Loan B Intercreditor Agreement). (b) When the Security Agreement (or a short form thereof) is filed in the United States Patent and Trademark Office and the United States Copyright Office and when financing statements, releases and other filings in appropriate form are filed in the offices specified on in Schedule 4.19II of the Security Agreement, the Lender Agent and the Term Loan Agent shall each have a fully perfected Lien on, and security interest in, all right, title and interest of the applicable Loan Parties in such Collateral and the proceeds thereof, Intellectual Property (as security for defined in the Obligations, Security Agreement) in which a security interest may be perfected by filing, recording or registering a security agreement, financing statement or analogous document in the United States (or any political subdivision thereof) Patent and its territories and possessions pursuant to the UCC or upon the receipt and recording of an Intellectual Property Security Agreement with the USCRO Trademark Office or the USPTOUnited States Copyright Office, as applicable, in each case, case prior and superior in right to any other Person except for Permitted Encumbrances referenced in Sections 7.02(d) or (exceptq) solely to the extent such Liens have priority under applicable Law and, if applicable, the Term Loan B Agent to the extent subject to the Term Loan B Intercreditor Agreement (it being understood that subsequent recordings in the case of Collateral other than Pledged StockUnited States Patent and Trademark Office and the United States Copyright Office may be necessary to perfect a Lien on registered trademarks, Liens permitted trademark applications and copyrights acquired by Section 7.2 or in the case of Collateral that is Pledged Stock, Liens permitted by Section 7.2 which arise by operation of law). Each of the Mortgages delivered Loan Parties after the Closing Date will be, upon execution, effective to create in favor of the Lender a legal, valid and enforceable Lien on the Mortgaged Properties described therein and proceeds thereof, and when the Mortgages are filed in the offices for the applicable jurisdictions in which the Mortgaged Properties are located, each such Mortgage shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in the Mortgaged Properties and the proceeds thereof, as security for the Obligations (as defined in the relevant Mortgage), in each case, prior and superior in right to any other Person (subject to Liens permitted by Section 7.2Date).

Security Documents. Subject to the time periods set forth in Schedule 5.2, the The Guarantee and Collateral Agreement is effective to create in favor of the Lender Administrative Agent, for the benefit of the Secured Parties, a legal, valid and enforceable security interest in the Collateral described therein and proceeds thereof, except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting the enforcement of creditors’ rights generally or by general equitable principles (whether enforcement is sought by proceedings in equity or at law). In the case of the Pledged Stock described in the Guarantee and Collateral Agreement that are securities represented by stock certificates or otherwise constituting constitutes certificated securities (within the meaning of Section 8-102(a)(15102(a)(4) of the UCC or the corresponding code or statute of any other applicable jurisdiction (“Certificated Securities”Uniform Commercial Code), when any stock certificates representing such Pledged Stock are delivered to the LenderAdministrative Agent, duly indorsed to the Administrative Agent or in blank, and in the case of the other Collateral constituting personal property described in the Guarantee and Collateral Agreement, when financing statements and other filings specified on Schedule 4.19 in appropriate form are filed in the offices specified on Schedule 4.19-1 and such other filings and other actions as are specified on Schedule 3 to the Guarantee and Collateral Agreement have been completed (the instruments required for all of which filings and other actions have been, or within 30 days after the Closing Date will be, duly completed and delivered to the Administrative Agent), the Lender security interest created under the Guarantee and Collateral Agreement in the Collateral described therein (other than Deposit Accounts, Electronic Chattel Paper and Letter-of-Credit Rights that do not constitute Supporting Obligations with respect to Collateral not referred to in this parenthetical) shall have constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral and the proceeds thereof, as security for the Obligations, in which a security interest may be perfected by filing, recording or registering a financing statement or analogous document Obligations (as defined in the United States (or any political subdivision thereof) Guarantee and its territories and possessions pursuant to the UCC or upon the receipt and recording of an Intellectual Property Security Agreement with the USCRO or the USPTO, as applicableCollateral Agreement), in each case, case prior and superior in right to any other Person (except, (i) in the case of Collateral other than Pledged Stock, Liens permitted by Section 7.2 or 7.3 and (ii) in the case of Collateral that is Pledged Stock, Liens tax liens to the extent permitted by Section 7.2 which arise 7.3(a) to the extent the applicable tax lien statute provides for the priority of such tax lien by operation of law). Each Schedule 4.19-2 lists, as of the Mortgages delivered Closing Date, each UCC Financing Statement that (i) names any Loan Party as debtor and (ii) will remain on file after the Closing Date will beDate. Schedule 4.19-3 lists, upon execution, effective to create in favor as of the Lender a legal, valid and enforceable Lien on the Mortgaged Properties described therein and proceeds thereof, and when the Mortgages are filed in the offices for the applicable jurisdictions in which the Mortgaged Properties are locatedClosing Date, each such Mortgage shall constitute a fully perfected Lien onUCC Financing Statement that (i) names any Loan Party as debtor and (ii) will be terminated on or prior to the Closing Date; and on or prior to the Closing Date, and security interest inthe Borrower will have delivered to the Administrative Agent, all rightor caused to be filed, title and interest of the Loan Parties in the Mortgaged Properties and the proceeds thereof, as security for the Obligations (as defined in the relevant Mortgage)duly completed UCC termination statements, in respect of each case, prior and superior UCC financing statement listed in right to any other Person (subject to Liens permitted by Section 7.2)Schedule 4.19-3.

Security Documents. Subject to the time periods set forth in Schedule 5.2, the The Guarantee and Collateral Agreement is effective to create in favor of the Lender Administrative Agent, for the benefit of the Secured Parties, a legal, valid and enforceable security interest in the Collateral described therein and proceeds thereof, except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting the enforcement of creditors’ rights generally or by general equitable principles (whether enforcement is sought by proceedings in equity or at law). In the case of the any Pledged Stock described in the Guarantee and Collateral Agreement that are securities represented by stock certificates or otherwise constituting which is a “certificated securities security” (within the meaning of Section 8-102(a)(15) 102 of the UCC or the corresponding code or statute of any other applicable jurisdiction (“Certificated Securities”New York Uniform Commercial Code), when any stock certificates representing such Pledged Stock are delivered to the LenderAdministrative Agent, and in the case of the other Collateral constituting personal property described in the Guarantee and Collateral Agreement, when financing statements and other filings specified on Schedule 4.19 in appropriate form are filed in the offices specified on Schedule 4.194.19(a)-1 (which financing statements have been duly completed and delivered to the Administrative Agent), the Lender Guarantee and Collateral Agreement shall have constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral and the proceeds thereof, as security for the Obligations, in which a security interest may be perfected by filing, recording or registering a financing statement or analogous document Obligations (as defined in the United States (or any political subdivision thereof) Guarantee and its territories and possessions pursuant to the UCC or upon the receipt and recording of an Intellectual Property Security Agreement with the USCRO or the USPTO, as applicableCollateral Agreement), in each case, case prior and superior in right to any other Person (except, in the case of Collateral other than Pledged StockStock which is a “certificated security” (within the meaning of Section 8-102 of the New York Uniform Commercial Code), Liens permitted by Section 7.2 or in the case of Collateral that is Pledged Stock, Liens permitted by Section 7.2 which arise by operation of law7.3). Each of the Mortgages delivered Schedule 4.19(a)-2 lists each UCC Financing Statement that (i) names any Loan Party as debtor and (ii) will remain on file after the Closing Date Date. Schedule 4.19(a)-3 lists each UCC Financing Statement that (i) names any Loan Party as debtor and (ii) will bebe terminated on or prior to the Closing Date; and on or prior to the Closing Date, upon executionthe Borrower will have delivered to the Administrative Agent, effective or caused to create in favor of the Lender a legalbe filed, valid and enforceable Lien on the Mortgaged Properties described therein and proceeds thereofduly completed UCC termination statements, and when the Mortgages are filed in the offices for the applicable jurisdictions in which the Mortgaged Properties are located, each such Mortgage shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in the Mortgaged Properties and the proceeds thereof, as security for the Obligations (as defined in signed by the relevant Mortgage)secured party, in respect of each case, prior and superior UCC Financing Statement listed in right to any other Person (subject to Liens permitted by Section 7.2)Schedule 4.19(a)-3.

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

Security Documents. Subject to the time periods set forth in Schedule 5.2, the (a) The Guarantee and Collateral Agreement is effective to create in favor of the Lender Administrative Agent, for the benefit of the Lenders, a legal, valid and enforceable security interest in the Collateral described therein and proceeds thereof, except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting the enforcement of creditors’ rights generally or by general equitable principles (whether enforcement is sought by proceedings in equity or at law). In the case of the Pledged Stock described in the Guarantee and Collateral Agreement that are securities represented by stock certificates or otherwise constituting certificated securities within the meaning of Section 8-102(a)(15) of the UCC or the corresponding code or statute of any other applicable jurisdiction (“Certificated Securities”)Agreement, when any stock certificates representing such Pledged Stock are delivered to the LenderAdministrative Agent or a bailee thereof, and in the case of the other Specified Collateral constituting personal property described in the Guarantee and Collateral AgreementAgreement for which security interests may be perfected by a filing, when financing statements and or other filings specified on Schedule 4.19 relevant filing documents in appropriate form are filed in the offices specified on Schedule 4.19, the Lender 3.19 (a) 1 (which financing statements or other relevant filing documents shall have been duly completed and executed and delivered to the Administrative Agent on or before the Initial Funding Date) the Guarantee and Collateral Agreement shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral and the proceeds thereof, as security for the Obligations, in which a security interest may be perfected by filing, recording or registering a financing statement or analogous document Obligations (as defined in the United States (or any political subdivision thereof) Guarantee and its territories and possessions pursuant to the UCC or upon the receipt and recording of an Intellectual Property Security Agreement with the USCRO or the USPTO, as applicableCollateral Agreement), in each case, case prior and superior in right to any other Person (except, except (i) in the case of Collateral other than Pledged Stock, Liens permitted by Section 7.2 or 6.3 and (ii) in the case of Collateral that is Pledged Stockall Collateral, the Liens permitted by Section 7.2 which arise by operation in favor of lawthe administrative agent under the Borrowing Base Credit Facility). Other than those that relate to the Vehicle Debt and to the Borrowing Base Credit Facility and as described in Section 6.3(m), Schedule 3.19 (a) 2 lists each UCC Financing Statement that (i) names any Loan Party as debtor and (ii) will remain on file after the Closing Date. Schedule 3.19(a)-3 lists each UCC Financing Statement that (i) names any Loan Party as debtor and (ii) will be terminated in accordance with Section 6.18(b) or with respect to which the Borrower will comply with Section 6.18(c); and in accordance with Sections 6.18(b) and (c), the Borrower will have delivered to the Administrative Agent, or caused to be filed, duly completed UCC termination statements, signed by the relevant secured party, in respect of each UCC Financing Statement listed in Schedule 3.19(a)-3. -44- 50 (b) Each of the Mortgages executed and delivered on the Initial Funding Date is, and each Mortgage executed and delivered after the Closing Date Initial Funding will be, upon execution, effective to create in favor of the Lender Administrative Agent, for the benefit of the Lenders, a legal, valid and enforceable Lien on the Mortgaged Properties described therein and proceeds thereof, ; and when the Mortgages are filed in the offices for specified on Schedule 3.19 (b) (in the applicable jurisdictions case of the Mortgages to be executed and delivered on or prior to the Spin-Off Date) or in which the Mortgaged Properties are locatedrecording office designated by the Borrower (in the case of any Mortgage to be executed and delivered after the Spin-Off Date), each such Mortgage shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in the Mortgaged Properties described therein and the proceeds thereof, as security for the Obligations (as defined in the relevant Mortgage), in each case, case prior and superior in right to any other Person (subject to other than (i) Persons holding Liens or other encumbrances or rights permitted by Section 7.2the relevant Mortgage and (ii) the mortgages executed and delivered in connection with the Borrowing Base Credit Facility Documentation).

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

Security Documents. Subject to the time periods set forth in Schedule 5.2, the Guarantee (a) The Guaranty and Collateral Security Agreement is effective to create creates in favor of the Lender Agent, for the benefit of the Credit Parties referred to therein, a legal, valid valid, continuing and enforceable security interest in the Collateral described therein (as defined in the Guaranty and proceeds thereofSecurity Agreement), except as enforceability may be limited by subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting the enforcement of creditors’ rights generally or by and subject to general equitable principles (of equity, regardless of whether enforcement is sought by proceedings considered in a proceeding in equity or at law). In Upon the case making of the Pledged Stock described filings contemplated in the Guarantee Guaranty and Collateral Security Agreement that are securities represented by stock certificates or otherwise constituting certificated securities within and/or the meaning obtaining of Section 8-102(a)(15“control” (as defined in the UCC) of the UCC or Collateral under the corresponding code or statute of any other applicable jurisdiction (“Certificated Securities”), when certificates representing such Pledged Stock are delivered to the Lender, Guaranty and in the case of the other Collateral constituting personal property described in the Guarantee and Collateral Security Agreement, when financing statements and other filings specified on Schedule 4.19 in appropriate form are filed in the offices specified on Schedule 4.19, the Lender shall Agent will have a fully perfected Lien on, and security interest in, to and under all right, title and interest of the Loan Parties thereunder in such all Collateral and the proceeds thereof, as security for the Obligations, in which a security interest that may be perfected under the UCC (in effect on the date this representation is made) by filing, recording or registering a financing statement or analogous document (including without limitation the proceeds of such Collateral subject to the limitations relating to such proceeds in the United States (UCC) or any political subdivision thereof) and its territories and possessions pursuant to the UCC or upon the receipt and recording of an Intellectual Property Security Agreement with the USCRO or the USPTO, as applicableby obtaining control, in each case, case prior and superior in right to any other Person (except, in the case of Collateral other than Pledged StockPermitted Encumbrances which by operation of Law or the ABL Intercreditor Agreement or any Customary Intercreditor Agreement would have priority to the Liens securing the Obligations). (b) Each Mortgage creates, Liens permitted by Section 7.2 or when executed will create (or in the case of Collateral that is Pledged Stockthe UK Mortgage, Liens permitted executed and subsequently perfected by Section 7.2 which arise by operation of lawregistration at the relevant local land registry, if applicable (including HM Land Registry in relation to the UK Mortgage). Each of the Mortgages delivered after the Closing Date will be), upon execution, effective to create in favor of the Lender Agent, for the benefit of the Credit Parties referred to therein, a legal, valid valid, continuing and enforceable Lien on the Mortgaged Properties described therein and proceeds thereof, and when the Mortgages are filed security interest in the offices for applicable Mortgaged Property, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law. Upon the applicable jurisdictions recording of each Mortgage (or in which the Mortgaged Properties are locatedcase of the UK Mortgage, each such Mortgage shall constitute upon its registration at HM Land Registry), the Agent will have a fully perfected Lien on, and security interest in, to and under all right, title and interest of the Loan Parties thereunder in the applicable Mortgaged Properties and the proceeds thereof, as security for the Obligations (as defined in the relevant Mortgage)Property, in each case, case prior and superior in right to any other Person (subject other than Permitted Encumbrances that by operation of Law or the ABL Intercreditor Agreement or any Customary Intercreditor Agreement would have priority to the Liens permitted by Section 7.2securing the Obligations).

Security Documents. Subject to the time periods set forth in Schedule 5.2, the (a) The Guarantee and Collateral Agreement is effective to create in favor of the Lender Administrative Agent, for the benefit of the Lenders, a legal, valid and enforceable security interest in the Collateral described therein and proceeds thereof, except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting the enforcement of creditors’ rights generally or by general equitable principles (whether enforcement is sought by proceedings in equity or at law). In the case of the Pledged Stock described in the Guarantee and Collateral Agreement that are securities represented by stock certificates or otherwise constituting certificated securities within the meaning of Section 8-102(a)(15(i) referred to on Schedule 2 of the UCC or Guarantee and Collateral Agreement and (ii) any items that become Pledged Stock after the corresponding code or statute of any other applicable jurisdiction Closing Date that constitute Certificated Securities (“Certificated Securities”), as defined in the Uniform Commercial Code) when stock certificates representing such Pledged Stock are delivered to the LenderAdministrative Agent, and in the case of the other Collateral constituting personal property described in the Guarantee and Collateral Agreement, when financing statements and other filings specified on Schedule 4.19 in appropriate form are filed in the offices specified on Schedule 4.19, the Lender Agreement shall have constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral and the proceeds thereof, as security for the Obligations, in which a security interest may be perfected by filing, recording or registering a financing statement or analogous document Obligations (as defined in the United States (or any political subdivision thereof) Guarantee and its territories and possessions pursuant to the UCC or upon the receipt and recording of an Intellectual Property Security Agreement with the USCRO or the USPTO, as applicableCollateral Agreement), in each case, case prior and superior in right to any other Person (except, in the case of Collateral other than Pledged Stock, Liens permitted by Section 7.2 or 7.3, and subject, in the case of Collateral that is Pledged StockProceeds, Liens permitted by to the applicable limitations under Section 7.2 which arise by operation 9-306 of lawthe Uniform Commercial Code). Each In the case of the Mortgages delivered Pledged Stock of Department 56 Minnesota, LLC, and any items that become Pledged Stock after the Closing Date will bethat constitute General Intangibles (as defined in the Uniform Commercial Code), upon execution, effective to create when financing statements specified on Schedule 4.19(a) in favor of the Lender a legal, valid and enforceable Lien on the Mortgaged Properties described therein and proceeds thereof, and when the Mortgages appropriate form are filed in the offices for specified on Schedule 4.19(a), the applicable jurisdictions in which the Mortgaged Properties are located, each such Mortgage Guarantee and Collateral Agreement shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in the Mortgaged Properties such Collateral and the proceeds Proceeds thereof, as security for the Obligations (as defined in the relevant MortgageGuarantee and Collateral Agreement), in each case, case prior and superior in right to any other Person (subject to except, in the case of Collateral other than Pledged Stock, Liens permitted by Section 7.2)7.3, and subject, in the case of Proceeds to the applicable (a) specifies the locations in which to file the financing statements which may perfect a legal, valid and enforceable security interest granted under the Guarantee and Collateral Agreement in the Investment Property (as defined in the Guarantee and Collateral Agreement) pursuant to Sections 9-115 and 9-103(6)(f) of the Uniform Commercial Code.

Security Documents. Subject to the time periods set forth in Schedule 5.2, the (a) The Guarantee and Collateral Agreement is effective to create in favor of the Lender Administrative Agent, for the benefit of the Secured Parties, a legal, valid and enforceable security interest in the Collateral described therein and proceeds thereof, except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting the enforcement of creditors’ rights generally or by general equitable principles (whether enforcement is sought by proceedings in equity or at law). In the case of the Pledged Stock (as defined in and described in the Guarantee and Collateral Agreement Agreement) that are securities represented by stock certificates or otherwise constituting certificated securities within the meaning of Section 8-102(a)(15) of the UCC or the corresponding code or statute of any other applicable jurisdiction (“Certificated Securities”), when certificates representing such Pledged Stock are delivered to the LenderAdministrative Agent, and in the case of the other Collateral constituting personal property described in the Guarantee and Collateral Agreement, when financing statements and other filings specified on Schedule 4.19 4.19(a) to the Disclosure Letter in appropriate form are filed in the offices specified on Schedule 4.194.19(a) to the Disclosure Letter, the Lender Administrative Agent, for the benefit of the Secured Parties, shall have havethe Lien created by the Guarantee and Collateral Agreement shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties party thereto in such Collateral and the proceeds thereof, in each case, to the extent that a Lien on such Collateral can be perfected by filing financing statements or otherwise completing such filings or the delivery of Capital Stock and related stock powers, as security for the Obligations, in which a security interest may be perfected by filing, recording or registering a financing statement or analogous document in the United States (or any political subdivision thereof) and its territories and possessions pursuant to the UCC or upon the receipt and recording of an Intellectual Property Security Agreement with the USCRO or the USPTO, as applicable, in each case, case prior and superior in right to any other Person (except, in the case of Collateral other than Pledged Stock, Liens permitted by Section 7.2 or in 7.3). As of the case Closing Date, none of Collateral the Capital Stock of any Group Member that is Pledged Stock, Liens permitted by Section 7.2 which arise by operation of law). a limited liability company or partnership has any Capital Stock that is a Certificated Security. (b) Each of the Mortgages delivered after the Closing Date will be, upon execution, effective to create in favor of the Lender Administrative Agent, for the benefit of the Secured Parties, a legal, valid and enforceable Lien on the Mortgaged Properties described therein and proceeds thereof, and when the Mortgages are filed in the offices for the applicable jurisdictions in which the Mortgaged Properties are located, each such Mortgage shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in the Mortgaged Properties and the proceeds thereof, as security for the Obligations (as defined in the relevant Mortgage), in each case, case prior and superior in right to any other Person (subject only to Liens expressly permitted by Section 7.27.3).

Security Documents. Subject A copy of each of the following security documents (the Pre-Closing Transaction Security Documents) executed by the Parent and the Company, together with customary deliverables: (i) a Cayman law governed first ranking share mortgage to be entered into by the Parent and the Security Agent in relation to the time periods set forth creation of security over all the shares in Schedule 5.2, the Guarantee Company and Collateral Agreement is effective the completion of any perfection or other requirements in respect to create such security; (ii) a Cayman or English law governed first ranking assignment agreement to be entered into by the Parent and the Security Agent in favor relation to assignment of any intercompany loans made to the Company by the Parent and the completion of any perfection or other requirements in respect to such security; (iii) a Cayman or English law governed first ranking all asset security to be entered into by the Company and the Security Agent in relation to the creation of security over all of the Lender assets of the Company (including assignment of rights under the Transaction Agreement and intercompany loans granted by the Company to its subsidiaries). (iv) a legal, valid Cayman law governed first ranking share mortgage to be entered into by the Company and enforceable the Security Agent in relation to the creation of security interest over all the shares in the Collateral described therein General Partner and proceeds thereofall limited partnership interests in the Partnership, except provided that neither the General Partner nor the Partnership shall be required to sign or deliver any documents, notices, instruments, deliverables or take any steps prior to Closing Date (as enforceability may be limited by bankruptcya condition precedent or otherwise), insolvency, reorganization, moratorium and any perfection or other similar laws relating to or affecting requirements involving the enforcement of creditors’ rights generally or by general equitable principles (whether enforcement is sought by proceedings in equity or at law). In the case of the Pledged Stock described in the Guarantee and Collateral Agreement that are securities represented by stock certificates or otherwise constituting certificated securities within the meaning of Section 8-102(a)(15) of the UCC General Partner or the corresponding code or statute of any other applicable jurisdiction (“Certificated Securities”), when certificates representing such Pledged Stock are delivered Partnership shall be a condition subsequent to the Lender, and in the case of the other Collateral constituting personal property described in the Guarantee and Collateral Agreement, when financing statements and other filings specified on Schedule 4.19 in appropriate form are filed in the offices specified on Schedule 4.19, the Lender shall have a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral and the proceeds thereof, as security for the Obligations, in which a security interest may be perfected by filing, recording or registering a financing statement or analogous document in the United States (or any political subdivision thereof) and its territories and possessions pursuant to the UCC or upon the receipt and recording of an Intellectual Property Security Agreement with the USCRO or the USPTO, as applicable, in each case, prior and superior in right to any other Person (except, in the case of Collateral other than Pledged Stock, Liens permitted by Section 7.2 or in the case of Collateral that is Pledged Stock, Liens permitted by Section 7.2 which arise by operation of law). Each of the Mortgages delivered completed after the Closing Date; (v) a signed and undated US law governed first ranking share mortgage to be entered into by the Company and the Security Agent in relation to the creation of security over all the shares in Chindex US provided that Chindex US shall not be required to sign or deliver any documents, notices, instruments, deliverables or take any steps prior to Closing Date will be, upon execution, effective to create in favor of the Lender (as a legal, valid and enforceable Lien on the Mortgaged Properties described therein and proceeds thereofcondition precedent or otherwise), and when any perfection or other requirements involving Chindex US shall be a condition subsequent to be completed after the Mortgages are filed Closing Date; and (vi) a signed and undated Cayman law governed first ranking share mortgage to be entered into by the Company and the Security Agent in relation to the offices for creation of security over all the applicable jurisdictions shares in which the Mortgaged Properties are locatedHHH Inc., each such Mortgage provided that HHH Inc. shall constitute not be required to sign or deliver any documents, notices, instruments, deliverables or take any steps prior to Closing Date (as a fully perfected Lien oncondition precedent or otherwise), and security interest in, all right, title and interest of any perfection or other requirements involving HHH Inc. shall be a condition subsequent to be completed after the Loan Parties in the Mortgaged Properties and the proceeds thereof, as security for the Obligations (as defined in the relevant Mortgage), in each case, prior and superior in right to any other Person (subject to Liens permitted by Section 7.2)Closing Date.

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

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

Security Documents. Subject to the time periods set forth in Schedule 5.2, the (a) The Guarantee and Collateral Agreement is effective to create in favor of the Lender Administrative Agent, for the ratable benefit of the Secured Parties, a legal, valid and enforceable security interest in the Collateral described therein and the proceeds thereof, except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting the enforcement of creditors’ rights generally or by general equitable principles (whether enforcement is sought by proceedings in equity or at law). In the case of the Pledged Stock Stock, if any, described in the Guarantee and Collateral Agreement that are securities represented by stock certificates or otherwise constituting certificated securities within the meaning of Section 8-102(a)(15) of the UCC or the corresponding code or statute of any other applicable jurisdiction (“Certificated Securities”), when certificates representing such Pledged Stock together with applicable endorsements are delivered to the LenderAdministrative Agent, and in the case of the other Collateral constituting personal property described in the Guarantee and Collateral Agreement, when financing statements and other filings specified on Schedule 4.19 4.19(a) in appropriate form are filed in the offices specified on Schedule 4.194.19(a), the Lender Administrative Agent, for the benefit of the Secured Parties, shall have a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral and the proceeds thereof, as security for the Obligations, in which a security interest may be perfected by filing, recording or registering a financing statement or analogous document in the United States (or any political subdivision thereof) and its territories and possessions pursuant to the UCC or upon the receipt and recording of an Intellectual Property Security Agreement with the USCRO or the USPTO, as applicable, in each case, case prior and superior in right to any other Person (except, in the case of Collateral other than Pledged Stock, Liens permitted by Section 7.2 or 7.3), to the extent that a security interest in such Collateral can be perfected by delivery of such certificates and the case filing of Collateral such financing statements and other filings in such offices. As of the Closing Date, no Loan Party that is Pledged Stock, Liens permitted by Section 7.2 which arise by operation of law). Each of the a limited liability company or partnership has any Equity Interest that is a Certificated Security. (b) Any Mortgages delivered after the Closing Date pursuant to Section 6.12 will be, upon execution, effective to create in favor of the Lender Administrative Agent, for the benefit of the Secured Parties, a legal, valid and enforceable Lien on the Mortgaged Properties described therein and proceeds thereof, and when the Mortgages are filed in the offices for the applicable jurisdictions in which the Mortgaged Properties are located, each such Mortgage shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in the Mortgaged Properties and the proceeds thereof, as security for the Obligations (as defined in the relevant Mortgage), in each case, case prior and superior in right to any other Person (subject to other than Liens permitted by pursuant to Section 7.27.3).

Security Documents. Subject to (a) This Agreement and the time periods set forth in Schedule 5.2, the Guarantee and Collateral Agreement is effective to other Security Documents create in favor of Agent, for the Lender benefit of the Secured Parties referred to therein, a legal, valid valid, continuing and enforceable security interest in the Collateral described therein and proceeds thereofCollateral, except as the enforceability may be limited by of which is subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting the enforcement of creditors’ rights generally or by and subject to general equitable principles (of equity, regardless of whether enforcement is sought by proceedings considered in a proceeding in equity or at law). In the case of the Pledged Stock described in the Guarantee and Collateral Agreement that are securities represented by stock certificates or otherwise constituting certificated securities within the meaning of Section 8-102(a)(15) of the UCC or the corresponding code or statute of any other applicable jurisdiction (“Certificated Securities”)The financing statements, when certificates representing such Pledged Stock are delivered to the Lender, and in the case of the other Collateral constituting personal property described in the Guarantee and Collateral Agreement, when financing statements releases and other filings are in appropriate form and the offices specified in the legal opinion referred to in Section 6.1(h) are the appropriate offices to file such items. Upon such filings and/or the obtaining of “control,” (as defined in the UCC) Agent will have a perfected Lien on, and security interest in, to and under all right, title and interest of the grantors thereunder in all Collateral that may be perfected by filing, recording or registering a financing statement or analogous document (including without limitation the proceeds of such Collateral subject to the limitations relating to such proceeds in the UCC) or by obtaining control, under the UCC (in effect on Schedule 4.19 the date this representation is made) in each case prior and superior in right to any other Person. The certificated Equity Interests constituting Collateral have been delivered to Agent (together with stock powers or other appropriate instruments of transfer executed in blank form), and Agent has a fully perfected first priority Lien on, and security interest in, to and under all right, title and interest of each pledgor thereunder in such Collateral, and such security interest is in each case prior and superior in right and interest to any other Person. (b) When the applicable Security Document (or a short form thereof) is filed in the United States Patent and Trademark Office and the United States Copyright Office and when financing statements, releases and other filings in appropriate form are filed in the offices specified on Schedule 4.19in the legal opinion referred to in Section 6.1(h), the Lender Agent shall have a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties applicable obligors in such Collateral and the proceeds thereof, as security for the Obligations, Intellectual Property in which a security interest may be perfected by filing, recording or registering a security agreement, financing statement or analogous document in the United States (or any political subdivision thereof) Patent and its territories and possessions pursuant to the UCC or upon the receipt and recording of an Intellectual Property Security Agreement with the USCRO Trademark Office or the USPTOUnited States Copyright Office, as applicable, in each case, case prior and superior in right to any other Person (except, it being understood that subsequent recordings in the case of Collateral other than Pledged StockUnited States Patent and Trademark Office and the United States Copyright Office may be necessary to perfect a Lien on registered trademarks, Liens permitted trademark applications and copyrights acquired by Section 7.2 or in the case of Collateral that is Pledged Stock, Liens permitted by Section 7.2 which arise by operation of law). Each of the Mortgages delivered Obligors after the Closing Date will be, upon execution, effective to create in favor of the Lender a legal, valid and enforceable Lien on the Mortgaged Properties described therein and proceeds thereof, and when the Mortgages are filed in the offices for the applicable jurisdictions in which the Mortgaged Properties are located, each such Mortgage shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in the Mortgaged Properties and the proceeds thereof, as security for the Obligations (as defined in the relevant Mortgage), in each case, prior and superior in right to any other Person (subject to Liens permitted by Section 7.2Date).

Security Documents. Subject to the time periods set forth in Schedule 5.2, the (a) The Guarantee and Collateral Agreement is effective to create in favor of the Lender Administrative Agent, for the ratable benefit of the Secured Parties, a legal, valid and enforceable security interest in the Collateral described therein and the proceeds thereof, except as enforceability may thereof to the extent it can be limited by bankruptcy, insolvency, reorganization, moratorium created under Article 8 or other similar laws relating to or affecting Article 9 of the enforcement of creditors’ rights generally or by general equitable principles (whether enforcement is sought by proceedings in equity or at law)UCC. In the case of the Pledged Stock Stock, if any, described in the Guarantee and Collateral Agreement that are securities represented by stock certificates or otherwise constituting certificated securities within the meaning of Section 8-102(a)(15) of the UCC or the corresponding code or statute of any other applicable jurisdiction (“Certificated Securities”), when certificates representing such Pledged Stock together with applicable endorsements are delivered to the LenderAdministrative Agent, and in the case of the other Collateral constituting personal property described in the Guarantee and Collateral AgreementAgreement and with respect to which a security interest can be perfected by the filing of a financing statement, when financing statements and other filings specified on Schedule 4.19 4.19(a) in appropriate form are filed in the offices specified on Schedule 4.194.19(a) and the other actions, if any, set forth on Schedule 3 to the Guarantee and Collateral Agreement have been taken, the Lender Administrative Agent, for the benefit of the Secured Parties, shall have a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral and the proceeds thereof, as security for the Obligations, in which a security interest may be perfected by filing, recording or registering a financing statement or analogous document in the United States (or any political subdivision thereof) and its territories and possessions pursuant to the UCC or upon the receipt and recording of an Intellectual Property Security Agreement with the USCRO or the USPTO, as applicable, in each case, case prior and superior in right to any other Person subject to Permitted Liens to the extent such Lien can be perfected by such actions and such filings under U.S. law (except, in the case of Collateral other than Pledged Stock, Liens expressly permitted to have priority by Section 7.2 or in 7.3). As of the case of Collateral Closing Date, no Loan Party that is Pledged Stock, Liens permitted by Section 7.2 which arise by operation of law)a limited liability company or partnership has any Capital Stock that is a Certificated Security. Each As of the Closing Date, no Loan Party that is a limited liability company or partnership has any Capital Stock that is a Certificated Security. (b) Any Mortgages delivered after the Closing Date pursuant to Section 6.12 will be, upon execution, effective to create in favor of the Lender Administrative Agent, for the benefit of the Secured Parties, a legal, valid and enforceable Lien on the Mortgaged Properties described therein and proceeds thereof, and when the Mortgages are filed in the offices for the applicable jurisdictions in which the Mortgaged Properties are located, each such Mortgage shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in the Mortgaged Properties and the proceeds thereof, as security for the Obligations (as defined in the relevant Mortgage), in each case, case prior and superior in right to any other Person (subject to the Liens permitted by Section 7.27.3(a), (e), (f), (g), (h) or (r).

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

Security Documents. (a) Subject to the time periods Limited Conditionality Provision, the Security Agreement will be effective to create (to the extent described therein and subject to the Limited Conditionality Provision, the Legal Reservations and exceptions set forth in Schedule 5.2, the Collateral and Guarantee Requirement and Collateral any perfection requirements or limitations set out in the Security Agreement is effective to create or any other Loan Document) in favor of the Lender Collateral Agent (for the benefit of the Secured Parties), in each case, a legal, valid and enforceable security interest to the extent that the Security Agreement purports to create such a security interest in the Collateral described therein and proceeds thereof. As of the Closing Date, except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting the enforcement of creditors’ rights generally or by general equitable principles (whether enforcement is sought by proceedings in equity or at law). In the case of the Pledged Stock Collateral described in the Guarantee and Collateral Agreement that are securities represented by stock certificates or otherwise constituting certificated securities within the meaning of Section 8-102(a)(15) of the UCC or the corresponding code or statute of any other applicable jurisdiction (“Certificated Securities”)Security Agreement, when certificates or promissory notes, as applicable, representing such Pledged Stock Collateral and required to be delivered under the terms set forth in the Security Agreement are delivered to the LenderCollateral Agent, and in the case of the other Collateral constituting personal property described in the Guarantee and Collateral AgreementSecurity Agreement (other than the Intellectual Property) in which a security interest may be created pursuant to Article 9 of the Uniform Commercial Code, when Uniform Commercial Code financing statements and other filings specified on Schedule 4.19 in appropriate form are filed or registered, as applicable, in the offices specified on Schedule 4.19applicable offices, the Lender Collateral Agent (for the benefit of the Secured Parties) shall have a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties party to the Security Agreement in such Collateral (to the extent intended to be created thereby and required to be perfected under the Loan Documents and, in each case, subject to the Legal Reservations, any exceptions set forth in the Collateral and Guarantee Requirement and any perfection requirements set out in the Security Agreement) and, subject to Section 9-315 of the New York Uniform Commercial Code, the proceeds thereof, as security for the Obligations, in which a security interest may be perfected by filing, recording or registering a financing statement or analogous document in the United States (or any political subdivision thereof) and its territories and possessions pursuant Secured Obligations to the UCC extent perfection can be obtained by delivery of such certificates or upon promissory notes to the receipt and recording of an Intellectual Property Security Agreement with the USCRO Collateral Agent or the USPTO, as applicableby filing Uniform Commercial Code financing statements in such offices, in each case, case prior and superior in right to the Lien of any other Person person (exceptexcept Permitted Liens). (b) Subject to the Limited Conditionality Provision on the Closing Date, (i) when the Security Agreement or an ancillary document thereunder is properly filed and recorded in the case of United States Patent and Trademark Office and/or the United States Copyright Office, as applicable, and, (ii) with respect to Collateral other than Pledged Stockin which a security interest cannot be perfected by such filings, Liens permitted by Section 7.2 or in upon the case of Collateral that is Pledged Stock, Liens permitted by Section 7.2 which arise by operation of law). Each proper filing of the Mortgages delivered after financing statements referred to in clause (a) above, the Closing Date will be, upon execution, effective to create in favor Collateral Agent (for the benefit of the Lender a legal, valid and enforceable Lien on the Mortgaged Properties described therein and proceeds thereof, and when the Mortgages are filed in the offices for the applicable jurisdictions in which the Mortgaged Properties are located, each such Mortgage Secured Parties) shall constitute have a fully perfected Lien (subject to exceptions arising from defects in the chain of title, which defects in the aggregate do not constitute a Material Adverse Effect hereunder) ▇▇▇▇ on, and security interest in, all right, title and interest of the Loan Parties thereunder in the Mortgaged Properties and the proceeds thereof, as security for the Obligations (as defined material United States Intellectual Property included in the relevant Mortgage)Collateral (but, in the case of the United States registered copyrights included in the Collateral, only to the extent such United States registered copyrights are listed in such document filed with the United States Copyright Office) listed in such document, in each case, case prior and superior in right to the Lien of any other Person person, except for Permitted Liens (subject it being understood that subsequent filings of Uniform Commercial Code financing statements or recordings in the United States Patent and Trademark Office and the United States Copyright Office may be necessary to Liens permitted perfect a Lien on registered trademarks and patents, trademark and patent applications and registered copyrights acquired by Section 7.2the Loan Parties after the Closing Date). (c) [Reserved]. (d) Notwithstanding anything herein (including this Section 3.17) or in any other Loan Document to the contrary, (A) neither the Borrowers nor 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 or assets of any Subsidiary, or as to the rights and remedies of the Agents or any Lender with respect thereto, in each case under laws other than the laws of the United States, (B) the pledge or creation of any security interest, or the effects of perfection or non-perfection, the priority or the enforceability of any pledge of or security interest to the extent such pledge, security interest, perfection or priority is not required pursuant to the Collateral and Guarantee Requirement or (C) the pledge or creation of any security interest, or the effects of perfection or non-perfection, the priority or the enforceability of any pledge of or security interest with respect to any non-Collateral assets.

Security Documents. Subject to the time periods set forth in Schedule 5.2, the (a) The Guarantee and Collateral Agreement is effective to create in favor of the Lender Administrative Agent, for the benefit of the Secured Parties, a legal, valid and enforceable security interest in the Collateral described therein and proceeds thereof, (except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting the enforcement of creditors’ creditor's rights generally or and by general equitable principles principals (whether enforcement is sought by in proceedings in equity or at law)) and proceeds and products thereof. In the case of the Pledged Stock described in the Guarantee and Collateral Agreement that are securities represented by stock certificates or otherwise constituting certificated securities within the meaning of Section 8-102(a)(15) of the UCC or the corresponding code or statute of any other applicable jurisdiction (“Certificated Securities”)Stock, when any stock certificates representing such Pledged Stock are delivered to the LenderAdministrative Agent together with any necessary endorsements, and in the case of the other Collateral constituting personal property described in the Guarantee and Collateral AgreementAgreement with respect to which a security interest may be perfected by filing, when financing statements and other filings specified on Schedule 4.19 in appropriate form are properly filed in the offices specified on SCHEDULE 4.19(a)-1 (which financing statements may be filed by the Administrative Agent at any time) and such other filings as are specified on Schedule 4.193 to the Guarantee and Collateral Agreement are made (all of which filings have been duly completed and may be filed by the Administrative Agent at any time), in each case together with provision for payment of all requisite fees, the Lender Guarantee and Collateral Agreement shall have constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral and the proceeds and products thereof, as security for the Obligations, in which a security interest may be perfected by filing, recording or registering a financing statement or analogous document Obligations (as defined in the United States (or any political subdivision thereof) Guarantee and its territories and possessions pursuant to the UCC or upon the receipt and recording of an Intellectual Property Security Agreement with the USCRO or the USPTO, as applicableCollateral Agreement), in each case, case prior and superior in right to any other Person (except, in the case of Collateral other than Pledged Stock, Liens permitted by Section 7.2 or in the case of Collateral that is Pledged Stock, Liens permitted by Section 7.2 which arise by operation of lawexcept Permitted Liens). Each SCHEDULE 4.19(a)-2 lists as of the Mortgages delivered Closing Date each UCC financing statement that (i) names any Loan Party as debtor and (ii) will remain on file after the Closing Date Date. SCHEDULE 4.19(a)-3 lists each UCC financing statement that (i) names any Loan Party as debtor and (ii) will bebe terminated on or prior to the Closing Date; and on or prior to the Closing Date, upon executionthe Borrower will have delivered to the Administrative Agent, or caused to be filed, duly completed UCC termination statements, authorized by the relevant secured party, in respect of each such UCC financing statement. (b) Each Intellectual Property Security Agreement is effective to create in favor of the Lender Administrative Agent, for the benefit of the Secured Parties, a legal, valid valid, binding and enforceable Lien on security interest (except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the Mortgaged Properties enforcement of creditor's rights generally and by general equitable principals (whether enforcement is sought in proceedings in equity or at law)) in the United States Intellectual Property Collateral described therein and proceeds and products thereof. Upon the filing of (i) such Intellectual Property Security Agreement in the appropriate indexes of the United States Patent and Trademark Office relative to patents and trademarks (within three (3) months after the execution of such Intellectual Property Security Agreement), and when the Mortgages are filed United States Copyright Office relative to copyrights (within thirty (30) days after the execution of such Intellectual Property Security Agreement), together with provision for payment of all requisite fees, and (ii) financing statements in appropriate form for filing in the offices specified on SCHEDULE 4.19(b) (which financing statements may be executed and filed by the Administrative Agent at any time), together with provision for the applicable jurisdictions in which the Mortgaged Properties are locatedpayment of all requisite fees, each such Mortgage Intellectual Property Security Agreement shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in the Mortgaged Properties United States Intellectual Property Collateral described therein and the proceeds and products thereof, as security for the Obligations (as defined in the relevant MortgageGuarantee and Collateral Agreement), in each case, case prior and superior in right to any other Person (subject to Liens permitted by Section 7.2except Permitted Liens).

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

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