Common use of Security Interest in Collateral Clause in Contracts

Security Interest in Collateral. (a) The provisions of the Security Agreement are effective to create in favor of the Administrative Agent, for the benefit of the Secured Parties, legal and valid Liens on all the Collateral described therein. When financing statements in appropriate form are filed in the offices specified in the Security Agreement and, to the extent required under the Security Agreement, upon the taking of possession or control by the Administrative Agent of the Collateral described in the Security Agreement with respect to which a security interest may be perfected only by possession or control, such Liens shall constitute perfected and continuing Liens on the Collateral, securing the Secured Obligations, enforceable against the Loan Parties and all third parties, and having priority over all other Liens except in the case of (a) Permitted Liens, to the extent any such Permitted Liens would have priority over the Liens in favor of the Administrative Agent pursuant to any applicable Requirement of Law and (b) Liens perfected only by possession (including possession of any certificate of title) to the extent the Administrative Agent is not required by the terms of the Security Agreement to, or does not, maintain possession of such Collateral. (b) Each Mortgage is effective to create in favor of the Administrative Agent, for the benefit of the Secured Parties, legal and valid Liens on all the Property described therein. When the Mortgages are filed in the applicable county recording offices, each Mortgage shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of each Loan Party that is party to such Mortgage in that portion of the Collateral described in such Mortgage and constituting real property and fixtures affixed or attached to such real property, securing the Secured Obligations, enforceable against each such Loan Party that is a party thereto and all third parties, and having priority over all other Liens except Permitted Mortgaged Property Liens, to the extent any such Permitted Mortgaged Property Liens would have priority over the Liens in favor of the Administrative Agent pursuant to any applicable Requirement of Law.

Security Interest in Collateral. (a) The provisions of the Security Agreement are effective to create in favor of the Administrative Agent, As collateral security for the benefit due and punctual payment in full when due (whether at stated maturity, by acceleration or otherwise) of the Secured Parties, legal and valid Liens on all the Collateral described therein. When financing statements in appropriate form are filed in the offices specified in the Security Agreement and, to the extent required under the Security Agreement, upon the taking of possession or control by the Administrative Agent of the Collateral described in the Security Agreement with respect to which a security interest may be perfected only by possession or control, such Liens shall constitute perfected and continuing Liens on the Collateral, securing the Secured Obligations, enforceable against the Loan Parties Borrower hereby pledges and all third parties, grants to Lender a lien on and having priority over all other Liens except in the case of (a) Permitted Liens, to the extent any such Permitted Liens would have priority over the Liens in favor of the Administrative Agent pursuant to any applicable Requirement of Law and (b) Liens perfected only by possession (including possession of any certificate of title) to the extent the Administrative Agent is not required by the terms of the Security Agreement to, or does not, maintain possession of such Collateral. (b) Each Mortgage is effective to create in favor of the Administrative Agent, for the benefit of the Secured Parties, legal and valid Liens on all the Property described therein. When the Mortgages are filed in the applicable county recording offices, each Mortgage shall constitute a fully perfected Lien on, and continuing security interest in, in all of Borrower’s right, title and interest of each Loan Party that is party in and to such Mortgage in that portion all of the following property, whether now owned or existing or hereafter acquired or arising (all being collectively referred to herein as “Collateral”): (i) Investment Property; (ii) Goods; (iii) Equipment; (iv) Inventory; (v) Instruments (including, without limitation, promissory notes); (vi) Accounts; (vii) Documents; (viii) Chattel Paper (whether tangible or electronic); (ix) DDAs; (x) Fixtures; (xi) Letters-of-Credit, Letter-of-Credit Rights and Support Obligations; (xii) the Commercial Tort Claims set forth on Exhibit IV(xii) hereto; (xiii) General Intangibles (including, without limitation, payment intangibles and Intellectual Property Collateral described in such Mortgage (as defined below), but excluding insurance proceeds relating to cargo insurance and constituting real workers’ compensation); (xiv) all of Borrower’s other tangible and intangible personal property and fixtures affixed or attached to such real property, securing the Secured Obligations, enforceable against each such Loan Party that is a party thereto (but none of its obligations with respect thereto) of every kind and nature; and (xv) any and all additions, accessions and attachments to any of the foregoing and any substitutions, replacements, proceeds (including, without limitation, insurance proceeds), products and supporting obligations of the foregoing. Notwithstanding the foregoing, the Collateral shall not be deemed to include any of the following: (a) any equipment or other property financed by a third parties, party and having priority over all other Liens except subject to a lien described in (e) of the definition of Permitted Mortgaged Property Liens, Encumbrances to the extent that the security interest is prohibited by any law or regulation or the terms of the agreements governing such financing, provided that upon cessation of any such Permitted Mortgaged Property Liens would have priority over the Liens in favor restriction or prohibition, such property shall automatically become part of the Administrative Agent pursuant Collateral; or (b) more than 65% of the presently existing and hereafter arising issued and outstanding shares of capital stock owned by Borrower of any Foreign Subsidiary which shares entitle the holder thereof to vote for directors or any other matters; or (c) “intent-to-use” trademarks at all times prior to the first use thereof, whether by the actual use thereof in commerce, the recording of a statement of use with the United States Patent and Trademark Office or otherwise, but only to the extent the granting of a security interest in such “intent-to-use” trademarks would be contrary to applicable Requirement of Lawlaw.

Security Interest in Collateral. (a) The provisions of Guarantee and Collateral Agreement, upon execution and delivery thereof by the Security Agreement are effective to parties thereto, will create in favor of the Administrative Collateral Agent, for the benefit of the Secured Parties, legal a legal, valid and valid Liens on enforceable security interest in all the Collateral described therein. When financing statements in appropriate form are filed in the offices specified in the Security Agreement and, to the extent required under the Security Agreement, upon the taking of possession or control by the Administrative Agent of the Collateral described type in the Security Agreement with respect to which a security interest may can be perfected only by possession or controlcreated under Article 9 of the UCC, such Liens shall and (i) upon the proper filing of UCC financing statements required pursuant to the Collateral and Guarantee Requirement (and payment of any applicable fees), the security interests created under the Guarantee and Collateral Agreement will constitute a fully perfected and continuing Liens on security interest in all right, title and interest of the Collateral, securing the Secured Obligations, enforceable against the Loan Credit Parties and all third parties, and having priority over all other Liens except in the case of Collateral (a) Permitted Liens, to other than certificated securities (as defined in the extent any such Permitted Liens would have priority over the Liens in favor of the Administrative Agent pursuant to any applicable Requirement of Law and (b) Liens perfected only by possession (including possession of any certificate of titleUCC)) to the extent perfection in such Collateral can be perfected through the Administrative Agent filing of UCC financing statements enforceable against the applicable Credit Parties (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), being prior superior in right to any other Person, and (ii) when Collateral constituting certificated securities (as defined in the UCC) is not required delivered to the Collateral Agent, together with instruments of transfer duly endorsed in blank, the security interest created under the Collateral and Guarantee Agreement will constitute a fully perfected and continuing security interest in all right, title and interest of the pledgors thereunder in such Collateral, being prior and superior in right to any other Person, except in each case for rights secured by the terms of the Security Agreement to, or does not, maintain possession of such CollateralLiens permitted by Section 6.1. (b) Each Mortgage is effective to Mortgage, upon execution and delivery thereof by the parties thereto, will create in favor of the Administrative Collateral Agent, for the benefit of the Secured Parties, legal a legal, valid and valid Liens on enforceable security interest in all the Property described therein. When applicable mortgagor’s right, title and interest in and to the Real Estate Asset subject thereto and the proceeds thereof, and when the Mortgages are have been filed in the applicable county recording officesjurisdictions specified therein, each Mortgage shall the Mortgages will constitute a fully perfected Lien on, and security interest in, in all right, title and interest of each Loan Party that is party the mortgagors in the Real Estate Assets subject thereto and the proceeds thereof, prior and superior in right to such Mortgage in that portion any other Person, but subject to the Liens permitted by Section 6.1. (c) Upon the recordation of the Intellectual Property Security Agreements with the United States Patent and Trademark Office or the United States Copyright Office, as applicable, and the filing of the financing statements referred to in Section 4.19(a), the security interest created under the Collateral described and Guarantee Agreement will constitute a fully perfected and continuing security interest in all right, title and interest of the Credit Parties in the Intellectual Property in which a security interest may be perfected by filing in the United States Patent and Trademark Office or United States Copyright Office, in each case prior and superior in right to any other Person, but subject to Liens permitted by Section 6.1 (it being understood that subsequent recordings in the United States Patent and Trademark Office or the United States Copyright Office may be necessary to perfect a security interest in such Mortgage and constituting real property and fixtures affixed or attached to such real property, securing Intellectual Property acquired by the Secured Obligations, enforceable against each such Loan Party that is a party thereto and all third parties, and having priority over all other Liens except Permitted Mortgaged Property Liens, to Credit Parties after the extent any such Permitted Mortgaged Property Liens would have priority over the Liens in favor of the Administrative Agent pursuant to any applicable Requirement of LawClosing Date).

Security Interest in Collateral. (a) The Subject to the terms of the proviso contained in Section 6.1(b), the provisions of this Agreement and the Security Agreement are effective to other Credit Documents (taken as a whole) create legal and valid Liens on all of the Collateral in favor of the Administrative Collateral Agent, for the benefit of itself and the other Secured PartiesParties (provided, legal that, with respect to the creation and valid Liens on all perfection of security interests with respect to Indebtedness, Capital Stock and Stock Equivalents of Foreign Subsidiaries (other than a Foreign Subsidiary that becomes a Guarantor pursuant to the Collateral described therein. When financing statements in appropriate form are filed in the offices specified in the Security Agreement and, definition of “Guarantor” and to the extent required under local law security documents are delivered pursuant to Section 9.11), only to the Security Agreementextent the creation and perfection of such obligation is governed by the Uniform Commercial Code), and upon the making of such filings and taking of possession such other actions required to be taken hereby or control by the Administrative Agent applicable Credit Documents (including the filing of appropriate Uniform Commercial Code financing statements with the office of the Collateral described in Secretary of State of the Security Agreement state of organization of each Credit Party, the filing of appropriate notices with the U.S. Patent and Trademark Office and the U.S. Copyright Office, and the proper recordation of Mortgages and fixture filings with respect to which a security interest may be perfected only by possession or controlany Mortgaged Property, such Liens shall constitute perfected and continuing Liens on the Collateral, securing the Secured Obligations, enforceable against the Loan Parties and all third parties, and having priority over all other Liens except in the each case of (a) Permitted Liens, to the extent any such Permitted Liens would have priority over the Liens in favor of the Administrative Collateral Agent pursuant to any applicable Requirement of Law and (b) Liens perfected only by possession (including possession of any certificate of title) to the extent the Administrative Agent is not required by the terms of the Security Agreement to, or does not, maintain possession of such Collateral. (b) Each Mortgage is effective to create in favor of the Administrative Agent, for the benefit of the Secured PartiesParties and the delivery to the Collateral Agent of any stock or equivalent certificates or promissory notes required to be delivered pursuant to the applicable Credit Documents), legal and valid such Liens constitute perfected Liens on all the Property described therein. When the Mortgages are filed in the applicable county recording offices, each Mortgage shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of each Loan Party that is party to such Mortgage in that portion Collateral of the Collateral described in such Mortgage and constituting real property and fixtures affixed or attached to such real property, type required by the Security Documents securing the Secured Obligations, enforceable against each such Loan Party that is a party thereto and all third parties, and having priority over all other Liens except Permitted Mortgaged Property Liens, Obligations to the extent such Liens may be perfected by such filings and the taking of such other actions. Notwithstanding the foregoing, the parties hereto agree that no Credit Party or any Subsidiary thereof (other than a Foreign Subsidiary that becomes a Guarantor pursuant to the definition of “Guarantor” and to the extent local law security documents are delivered pursuant to Section 9.11) shall be required to take any action outside the United States to grant, maintain or perfect any security interest in the Collateral (including the execution of any agreement, document or other instrument governed by the law of any jurisdiction other than the United States, any State thereof or the District of Columbia), and the foregoing representation and warranty in this Section 8.19 shall be construed not to require any such Permitted Mortgaged Property Liens would have priority over the Liens in favor of the Administrative Agent pursuant to any applicable Requirement of Lawactions.

Security Interest in Collateral. (a) The provisions Effective as of the Security Agreement are effective Closing Date, CVT does hereby grant to create in favor of the Administrative Agent, for the benefit of the Secured Parties, legal and valid Liens on all the Collateral described therein. When financing statements in appropriate form are filed in the offices specified in the Security Agreement and, to the extent required under the Security Agreement, upon the taking of possession or control by the Administrative Agent of the Collateral described in the Security Agreement with respect to which TPG-Axon a continuing security interest may be perfected only by possession or control, such Liens shall constitute perfected and continuing Liens on the Collateral, securing the Secured Obligations, enforceable against the Loan Parties and all third parties, and having of first priority over all other Liens except in the case of (a) Permitted Liens, to the extent any such Permitted Liens would have priority over the Liens in favor of the Administrative Agent pursuant to any applicable Requirement of Law and (b) Liens perfected only by possession (including possession of any certificate of title) to the extent the Administrative Agent is not required by the terms of the Security Agreement to, or does not, maintain possession of such Collateral. (b) Each Mortgage is effective to create in favor of the Administrative Agent, for the benefit of the Secured Parties, legal and valid Liens on all the Property described therein. When the Mortgages are filed in the applicable county recording offices, each Mortgage shall constitute a fully perfected Lien on, and security interest in, all of CVT’s right, title and interest in, to and under the Collateral, whether now or hereafter existing, [****] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of each Loan Party that is party the Securities Exchange Act of 1934, as amended. Confidential treatment has been requested with respect to the omitted portions. as security for the prompt and complete payment and performance of all of CVT’s obligations now or hereafter existing under this Agreement and the other Transaction Documents. In furtherance of the foregoing: (i) On a continuing basis, CVT will, upon request by TPG-Axon, make, execute, acknowledge and deliver, and file and record in the proper filing and recording places in the United States, all such instruments, including appropriate financing and continuation statements and collateral agreements and filings with the United States Patent and Trademark Office, and take all such action as may reasonably be deemed necessary or advisable, or as requested by TPG-Axon, to perfect TPG-Axon’s security interest in the Intellectual Property Collateral, and otherwise to carry out the intent and purposes of the Intellectual Property Security Agreement, or for assuring and confirming to TPG-Axon the grant and perfection of a security interest in all Intellectual Property Collateral; (ii) CVT shall provide written notice to TPG-Axon of any [****] the Astellas Agreement or otherwise for any Licensed Patent in the Territory within [****] of any such filing; and (iii) CVT hereby irrevocably appoints TPG-Axon as CVT’s attorney-in-fact, with full authority in the place and stead of CVT and in the name of CVT, TPG-Axon or otherwise, from time to time in TPG-Axon’s discretion, upon CVT’s failure or inability to do so, to take any action and to execute any instrument which TPG-Axon may deem necessary or advisable: (A) To modify, in its sole discretion, the Intellectual Property Security Agreement without first obtaining CVT’s approval of or signature to such Mortgage modification by amending Exhibit B thereof to include reference to any right, title or interest in that portion any Licensed Patents in the Territory acquired by CVT after the date of this Agreement or to delete any reference to any right, title or interest in any Licensed Patents in the Territory in which CVT no longer has or claims any right, title or interest; and (B) To file, in its sole discretion, one or more financing or continuation statements and amendments thereto, or other notice filings or notations in appropriate filing offices, relative to any of the Collateral described Intellectual Property Collateral, with prior notice to CVT, with all appropriate jurisdictions, as TPG-Axon deems appropriate, in such Mortgage order to further perfect or protect TPG-Axon’s interest in the Intellectual Property Collateral. [****] = Certain confidential information contained in this document, marked by brackets, has been omitted and constituting real property filed separately with the Securities and fixtures affixed or attached Exchange Commission pursuant to such real propertyRule 24b-2 of the Securities Exchange Act of 1934, securing the Secured Obligations, enforceable against each such Loan Party that is a party thereto and all third parties, and having priority over all other Liens except Permitted Mortgaged Property Liens, as amended. Confidential treatment has been requested with respect to the extent any such Permitted Mortgaged Property Liens would have priority over the Liens in favor of the Administrative Agent pursuant to any applicable Requirement of Lawomitted portions.

Security Interest in Collateral. (a) The provisions of the Security Agreement are effective Agreement, subject to the Perfection Requirements and to the extent it has been executed and delivered by the parties thereto and is then in effect, will create legal and valid Liens on all the Collateral in favor of the Administrative Agent, for the benefit of the Secured Parties, legal and valid Liens on all (i) when the Collateral described therein. When constituting certificated securities (as defined in the UCC) is delivered to the Administrative Agent, together with instruments of, transfer duly endorsed in blank, the Liens under the Security Agreement will constitute a fully perfected security interest in all right, title and interest of the pledgors thereunder in such Collateral, prior and superior in right to any other Person, (ii) when a copyright security agreement is executed and delivered to the Administrative Agent and filed with the U.S. Copyright Office the Liens under the Security Agreement will constitute a fully perfected security interest in all right, title and interest of the pledgors thereunder in the copyright listed thereto, (iii) when a trademark security agreement or a patent security agreement is executed and delivered to the Administrative Agent and the financing statements referenced in clause (iv) below have been filed, the Liens under the Security Agreement will constitute a fully perfected security interest in all right, title and interest of the pledgors thereunder in the patents and trademarks listed thereto, and (iv) when financing statements in appropriate form are filed in the offices specified in applicable filing offices, the security interest created under the Security Agreement andwill constitute a fully perfected security interest in all right, title and interest of the Loan Parties in the remaining Collateral covered by the Security Agreement to the extent required under the Security Agreementperfection can be obtained by filing UCC financing statements, upon the taking of possession or control by the Administrative Agent of the Collateral described in the Security Agreement with respect to which a security interest may be perfected only by possession or control, such Liens shall constitute perfected and continuing Liens on the Collateral, securing the Secured Obligationseach case, enforceable against the applicable Loan Parties Party and all third parties, and having priority over all other Liens on the Collateral except in the case of (a) Permitted Liens, Liens permitted by Section 6.02 to the extent any such Permitted Liens would have priority over the Liens in favor by operation of the Administrative Agent pursuant to any applicable Requirement of Law and law or contract, (b) Liens perfected only by possession (including possession of any certificate of title) to the extent the Administrative Agent is has not required by the terms of the Security Agreement to, obtained or does not, not maintain possession of such CollateralCollateral and (c) certain items of Collateral located in or otherwise subject to foreign law where the grant of a Lien or priority and perfection thereof in accordance with the UCC may not be recognized or enforceable. (b) Each Mortgage is effective to create in favor of the Administrative Agent, for the benefit of the Secured Parties, legal and valid Liens on all the Property described therein. When the Mortgages are filed in the applicable county recording offices, each Mortgage shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of each Loan Party that is party to such Mortgage in that portion of the Collateral described in such Mortgage and constituting real property and fixtures affixed or attached to such real property, securing the Secured Obligations, enforceable against each such Loan Party that is a party thereto and all third parties, and having priority over all other Liens except Permitted Mortgaged Property Liens, to the extent any such Permitted Mortgaged Property Liens would have priority over the Liens in favor of the Administrative Agent pursuant to any applicable Requirement of Law.

Security Interest in Collateral. (a) The provisions Subject to the terms of the last paragraph of Section 4.01, the Legal Reservations, the Perfection Requirements, the Agreed Security Principles and the provisions, limitations and/or exceptions set forth in this Agreement are effective to and/or any other Loan Document, the Collateral Documents create legal, valid and enforceable Liens on all of the Collateral in favor of the Administrative Agent, for the benefit of itself and the other Secured Parties, legal and valid upon the satisfaction of the applicable Perfection Requirements and/or any other perfection action required under the terms of any Loan Document, such Liens constitute perfected Liens (with the priority that such Liens are expressed to have under the relevant Collateral Documents, unless otherwise permitted hereunder or under any Collateral Document) on all the Collateral described therein. When financing statements in appropriate form are filed in the offices specified in the Security Agreement and, (to the extent such Liens are then required to be perfected under the Security Agreement, upon the taking of possession or control by the Administrative Agent terms of the Collateral described in the Security Agreement with respect to which a security interest may be perfected only by possession or control, such Liens shall constitute perfected and continuing Liens on the Collateral, Loan Documents) securing the Secured Obligations, enforceable against the Loan Parties in each case as and all third parties, and having priority over all other Liens except in the case of (a) Permitted Liens, to the extent set forth therein. For the avoidance of doubt, notwithstanding anything herein or in any other Loan Document to the contrary, neither Intermediate Dutch Holdings nor any other Loan Party makes any representation or warranty as to (A) the effect of perfection or non-perfection, the priority or the enforceability of any pledge of or security interest in the Capital Stock held by any Loan Party in any Person organized under the laws of any jurisdiction other than the jurisdiction in which such Permitted Liens would have priority over Loan Party is organized, or as to the Liens in favor rights and remedies of the Administrative Agent pursuant or any Lender with respect thereto, under the Requirements of Law of any jurisdiction other than the jurisdiction in which such Loan Party is organized, (B) the enforcement of any security interest, or right or remedy with respect to any applicable Collateral that may be limited or restricted by, or require any consent, authorization approval or license under, any Requirement of Law or (C) on the Closing Date and (b) Liens perfected only by possession (including possession until required pursuant to Section 5.12, the pledge or creation of any certificate security interest, or the effects of title) perfection or non-perfection, the priority or enforceability of any pledge or security interest to the extent the Administrative Agent same is not required by on the terms of the Security Agreement to, or does not, maintain possession of such CollateralClosing Date. (b) Each Mortgage is effective to create in favor of the Administrative Agent, for the benefit of the Secured Parties, legal and valid Liens on all the Property described therein. When the Mortgages are filed in the applicable county recording offices, each Mortgage shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of each Loan Party that is party to such Mortgage in that portion of the Collateral described in such Mortgage and constituting real property and fixtures affixed or attached to such real property, securing the Secured Obligations, enforceable against each such Loan Party that is a party thereto and all third parties, and having priority over all other Liens except Permitted Mortgaged Property Liens, to the extent any such Permitted Mortgaged Property Liens would have priority over the Liens in favor of the Administrative Agent pursuant to any applicable Requirement of Law.

Security Interest in Collateral. (a) The provisions of this Agreement and the Security Agreement are effective to other Loan Documents (taken as a whole) create legal and valid Liens on all the Collateral in favor of or for the benefit of the Administrative Agent, for the benefit of the Holders of Secured PartiesObligations, legal and valid Liens on all the Collateral described therein. When at such time as (a) financing statements in appropriate form are filed in the appropriate offices specified (and the appropriate fees are paid), (b) with respect to identified intellectual property registered in the Security Agreement andUnited States, (i) to the extent required under applicable law, the Security Agreementapplicable trademark security agreement and/or patent security agreement are filed in the appropriate divisions of the United States Patent and Trademark Office (and the appropriate fees are paid) and (ii) the applicable copyright security agreement is filed in the United States Copyright Office (and the appropriate fees are paid), upon (c) the taking Mortgages are filed in the appropriate recording office (and the appropriate fees are paid), (d) execution of possession or the deposit account control by agreements and securities account control agreements, (e) delivery of pledged securities to the Administrative Agent Agent, and (f) notation of the Collateral described in the Security Agreement with respect Administrative Agent’s lien on any rolling stock or other goods subject to which a security interest may be perfected only by possession or controlcertificate of title, such Liens shall will constitute perfected and continuing Liens on the Collateral, securing the Secured Obligations, enforceable against the applicable Loan Parties Party and all third parties, 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, and having priority over all other Liens on the Collateral except in the case of (a) Permitted LiensLiens permitted by Sections 6.02(a), (b), (c) and (h), to the extent any such Permitted Liens would have priority over the Liens in favor of or for the benefit of the Administrative Agent pursuant to any applicable Requirement of Law and law, (b) Liens perfected only by possession or control (including possession of any certificate of title) to the extent the Administrative Agent is has not required by the terms of the Security Agreement to, obtained or does not, not maintain possession or control of such Collateral. Collateral and (bc) Each Mortgage is effective to create in favor of the Administrative Agent, for the benefit of the Secured Parties, legal and valid Liens on all the Property described therein. When the Mortgages are filed in the applicable county recording offices, each Mortgage shall constitute a fully perfected Lien on, and security interest in, all right, certificates of title and interest of each Loan Party that is party to such Mortgage in that portion of the Collateral described in such Mortgage and constituting real property and fixtures affixed or attached to such real property, securing the Secured Obligations, enforceable against each such Loan Party that is a party thereto and all third parties, and having priority over all other Liens except Permitted Mortgaged Property Liens, to the extent any such Permitted Mortgaged Property Liens would have priority over the Liens in favor of on which the Administrative Agent pursuant to any applicable Requirement of Lawhas not been noted.

Security Interest in Collateral. To secure its obligations under this Agreement and to the extent Seller delivers the Development Security or Performance Security, as applicable hereunder, Seller hereby grants to Buyer, as the secured party, a first priority security interest in, and lien on (and right of setoff against), and assignment of, all such Development Security or Performance Security posted with Buyer in the form of cash collateral and cash equivalent collateral and any and all proceeds resulting therefrom or the liquidation thereof, whether now or hereafter held by, on behalf of, or for the benefit of, Buyer. Within thirty (30) days of the delivery of the Development Security or Performance Security, as applicable, Seller agrees to take such action as Buyer reasonably requires in order to perfect a first-priority security interest in, and lien on (and right of setoff against), such Development Security or Performance Security and any and all proceeds resulting therefrom or from the liquidation thereof. Upon or any time after the occurrence or deemed occurrence and during the continuation of a Default or an Early Termination Date, Buyer, as the Non-Defaulting Party, may do any one or more of the following: (a) The provisions exercise any of the rights and remedies of a secured party with respect to all Development Security Agreement are effective to create or Performance Security, as applicable, including any such rights and remedies under Requirement of Law then in favor effect; (b) exercise its rights of setoff against any and all property of Seller, as the Defaulting Party, in the possession of the Administrative AgentBuyer or Buyer’s agent; (c) draw on any outstanding letter of credit issued for its benefit; and (d) liquidate all Development Security or Performance Security, as applicable, then held by or for the benefit of Buyer free from any claim or right of any nature whatsoever of Seller, including any equity or right of purchase or redemption by Seller. Buyer shall apply the Secured Partiesproceeds of the collateral realized upon the exercise of any such rights or remedies to reduce Seller’s obligations under the Agreement (Seller remaining liable for any amounts owing to Buyer after such application), legal and valid Liens on all the Collateral described therein. When financing statements in appropriate form are filed in the offices specified in the Security Agreement and, subject to the extent required under the Security Agreement, upon the taking of possession or control by the Administrative Agent of the Collateral described Buyer’s obligation to return any surplus proceeds remaining after such obligations are satisfied in the Security Agreement with respect to which a security interest may be perfected only by possession or control, such Liens shall constitute perfected and continuing Liens on the Collateral, securing the Secured Obligations, enforceable against the Loan Parties and all third parties, and having priority over all other Liens except in the case of (a) Permitted Liens, to the extent any such Permitted Liens would have priority over the Liens in favor of the Administrative Agent pursuant to any applicable Requirement of Law and (b) Liens perfected only by possession (including possession of any certificate of title) to the extent the Administrative Agent is not required by the terms of the Security Agreement to, or does not, maintain possession of such Collateralfull. (b) Each Mortgage is effective to create in favor of the Administrative Agent, for the benefit of the Secured Parties, legal and valid Liens on all the Property described therein. When the Mortgages are filed in the applicable county recording offices, each Mortgage shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of each Loan Party that is party to such Mortgage in that portion of the Collateral described in such Mortgage and constituting real property and fixtures affixed or attached to such real property, securing the Secured Obligations, enforceable against each such Loan Party that is a party thereto and all third parties, and having priority over all other Liens except Permitted Mortgaged Property Liens, to the extent any such Permitted Mortgaged Property Liens would have priority over the Liens in favor of the Administrative Agent pursuant to any applicable Requirement of Law.

Security Interest in Collateral. (a) The Upon the execution of the Escrow Agreement by the parties thereto, the establishment of the Escrow Account and the making of the Loans on the Closing Date, the Collateral Agent, for the benefit of itself, the Administrative Agent and the Lenders, shall have a first priority perfected Lien on and security interest in the Escrow Account and the Escrow Account Funds and there are no other Liens on or security interests in the Escrow Account or the Escrow Account Funds. Except as otherwise contemplated hereby (including in the last paragraph of Section 3.3) or under any other Loan Documents, as of the Escrow Release Date, the provisions of the Security Agreement Collateral Documents, together with such filings and other actions required to be taken hereby or by the applicable Collateral Documents (including the delivery to the Collateral Agent of any pledged debt and any pledged equity required to be delivered pursuant to the applicable Collateral Documents on the dates specified herein or therein), are effective to create in favor of the Administrative Agent, Collateral Agent for the benefit of the Secured PartiesParties a legal, legal valid and valid enforceable Lien (subject to Liens permitted by Section 6.15) on all the Collateral described therein. When financing statements in appropriate form are filed in the offices specified in the Security Agreement and, to the extent required under the Security Agreement, upon the taking of possession or control by the Administrative Agent of the Collateral described in the Security Agreement with respect to which a security interest may be perfected only by possession or control, such Liens shall constitute perfected and continuing Liens on the Collateral, securing the Secured Obligations, enforceable against the Loan Parties and all third parties, and having priority over all other Liens except in the case of (a) Permitted Liens, to the extent any such Permitted Liens would have priority over the Liens in favor of the Administrative Agent pursuant to any applicable Requirement of Law and (b) Liens perfected only by possession (including possession of any certificate of title) to the extent the Administrative Agent is not required by the terms of the Security Agreement to, or does not, maintain possession of such Collateral. (b) Each Mortgage is effective to create in favor of the Administrative Agent, for the benefit of the Secured Parties, legal and valid Liens on all the Property described therein. When the Mortgages are filed in the applicable county recording offices, each Mortgage shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of each Loan Party that is party the applicable Grantors in the Collateral described therein. (b) As of the Escrow Release Date, subject to such Mortgage in that portion the terms of the last paragraph of Section 3.3, the provisions of the Collateral described Documents create legal, valid and enforceable Liens on all of the Collateral in such Mortgage favor of the Collateral Agent (or any designee or trustee on its behalf), for the benefit of itself and constituting real property the other Secured Parties, subject, as to enforceability, to applicable bankruptcy, insolvency or similar laws affecting creditors’ rights generally and fixtures affixed or attached to such real property, securing the Secured Obligations, enforceable against each such Loan Party that is a party thereto general principles of equity and all third partiesprinciples of good faith and dealing, and having priority over all upon the making of such filings and taking of such other Liens except Permitted Mortgaged Property Liensactions required to be taken by the applicable Collateral Documents (including the filing of appropriate financing statements with the office of the Secretary of State of the state of organization of each Grantor, the filing of appropriate assignments or notices with the U.S. Patent and Trademark Office and the U.S. Copyright Office, and, to the extent required pursuant to Section 3.3 or Section 4.2 of this Agreement, the proper recordation of Mortgages with respect to any such Permitted Mortgaged Property Liens would have priority over the Liens real property (other than Excluded Property), in each case in favor of the Administrative Collateral Agent (or any designee or trustee on its behalf) for the benefit of itself and the other Secured Parties and the delivery to the Collateral Agent of any certificates representing Equity Interests or promissory notes required to be delivered pursuant to any the applicable Requirement Collateral Documents), such Liens constitute perfected Liens (with the priority such Liens are expressed to have within the relevant Collateral Document) on the Collateral (to the extent such Liens are required to be perfected under the terms of Lawthe Loan Documents), securing the Obligations, Hedging Liability, and, at the Borrower’s option, Funds Transfer Liability, Deposit Account Liability and Data Processing Obligations, in each case as and to the extent set forth therein.

Security Interest in Collateral. (a) The provisions of To the extent the Security Agreement are effective to has been executed and delivered by the parties thereto and is then in effect, the Security Agreement will create legal and valid Liens on all the Collateral in favor of the Administrative Agent, for the benefit of the Secured Parties, legal and valid Liens on all (i) when the Collateral described therein. When constituting certificated securities (as defined in the UCC) is delivered to the Administrative Agent, together with instruments of, transfer duly endorsed in blank, the Liens under the Security Agreement will constitute a fully perfected security interest in all right, title and interest of the pledgors thereunder in such Collateral, prior and superior in right to any other Person, (ii) when a copyright security agreement is executed and delivered to the Administrative Agent and filed with the U.S. Copyright Office the Liens under the Security Agreement will constitute a fully perfected security interest in all right, title and interest of the pledgors thereunder in the copyrights listed thereto, (iii) when a trademark security agreement or a patent security agreement is executed and delivered to the Administrative Agent and filed with the U.S. Patent and Trademark Office the Liens under the Security Agreement will constitute a fully perfected security interest in all right, title and interest of the pledgors thereunder in the patents and trademarks listed thereto, and (iv) when financing statements in appropriate form are filed in the offices specified in applicable filing offices, the security interest created under the Security Agreement andwill constitute a fully perfected security interest in all right, title and interest of the Loan Parties in the remaining Collateral covered by the Security Agreement to the extent required under the Security Agreement, upon the taking of possession or control perfection can be obtained by the Administrative Agent of the Collateral described in the Security Agreement with respect to which a security interest may be perfected only by possession or control, such Liens shall constitute perfected and continuing Liens on the Collateral, securing the Secured Obligationsfiling UCC financing statements, enforceable against the applicable Loan Parties Party and all third parties, and having priority over all other Liens on the Collateral except in the case of (a) Permitted Liens, to the extent any such Permitted Liens would have priority over the Liens in favor of the Administrative Agent pursuant to any applicable Requirement of Law liens permitted by Section 6.02 and (b) Liens perfected only by possession (including possession certain items of any certificate Collateral located in or otherwise subject to foreign law where the grant of title) to a Lien or priority and perfection thereof in accordance with the extent the Administrative Agent is UCC may not required by the terms of the Security Agreement to, be recognized or does not, maintain possession of such Collateralenforceable. (b) Each Mortgage is effective to create in favor of the Administrative Agent, for the benefit of the Secured Parties, legal and valid Liens on all the Property described therein. When the Mortgages are filed in the applicable county recording offices, each Mortgage shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of each Loan Party that is party to such Mortgage in that portion of the Collateral described in such Mortgage and constituting real property and fixtures affixed or attached to such real property, securing the Secured Obligations, enforceable against each such Loan Party that is a party thereto and all third parties, and having priority over all other Liens except Permitted Mortgaged Property Liens, to the extent any such Permitted Mortgaged Property Liens would have priority over the Liens in favor of the Administrative Agent pursuant to any applicable Requirement of Law.

Security Interest in Collateral. (a) The provisions of the Security Agreement are effective to Mortgages create legal and valid Liens on all the Collateral described therein in favor of the Administrative Agent, for the benefit of the Secured Parties, legal and valid Liens on all when the Collateral described therein. When financing statements in appropriate form Mortgages are filed in the offices specified on Schedule 3.15 (in the Security Agreement and, case of Mortgages to be executed and delivered on the extent required under Effective Date) or in the Security Agreement, upon the taking of possession or control recording office designated by the Administrative Agent of the Collateral described Borrower (in the Security Agreement with respect case of any Mortgage to which a security interest may be perfected only by possession or controlexecuted and delivered pursuant to Section 5.13), such Liens each Mortgage shall constitute perfected and continuing Liens on the CollateralLoan Parties’ right, title and interest in the Collateral described therein, securing the Secured Obligations, enforceable against the applicable Loan Parties Party and all third parties, and having priority over all other Liens on the Collateral except in the case of (a) Permitted Liens, to the extent any such Permitted for Liens would have priority over the Liens in favor of the Administrative Agent pursuant to any applicable Requirement of Law and (b) Liens perfected only permitted by possession (including possession of any certificate of title) to the extent the Administrative Agent is not required by the terms of the Security Agreement to, or does not, maintain possession of such CollateralSection 6.02. (b) Each Mortgage is effective to create The Security Agreement creates legal and valid Liens on all the Collateral described therein in favor of the Administrative Agent, for the benefit of the Secured Parties, legal and valid Liens on all the Property described therein. When the Mortgages when financing statements in appropriate form are filed in the applicable county recording officesoffices specified on Schedule 3.15 at any time and such other filings as are identified in the Security Agreement have been completed, each Mortgage the Security Agreement shall constitute a fully perfected Lien on, and security interest in, all continuing Liens on each Loan Parties’ right, title and interest of each Loan Party that is party to such Mortgage in that portion of the Collateral described in such Mortgage and constituting real property and fixtures affixed or attached to such real propertytherein, securing the Secured Obligations, enforceable against each such the applicable Loan Party that is a party thereto and all third parties, and having priority over all other Liens on the Collateral except Permitted Mortgaged Property Liens, to for Liens permitted by Section 6.02. (c) The Pledge Agreement creates legal and valid Liens on all the extent any such Permitted Mortgaged Property Liens would have priority over the Liens Collateral described therein in favor of the Administrative Agent pursuant to Agent, for the benefit of the Secured Parties, and when financing statements in appropriate form are filed in the offices specified on Schedule 3.15 at any time, the Pledge Agreement shall constitute perfected and continuing Liens on the each Loan Party’s right, title and interest in the Collateral described therein, securing the Secured Obligations, enforceable against the applicable Requirement of LawLoan Party and all third parties, and having priority over all other Liens on the Collateral except for Liens permitted by Section 6.02.

Security Interest in Collateral. (ai) The provisions of This Indenture creates a valid, continuing and enforceable security interest (as defined in the Security Agreement are effective to create applicable UCC) in the Indenture Collateral in favor of the Administrative AgentIndenture Trustee, which security interest is prior to all other Liens (except for Permitted Liens), and is enforceable as such against creditors of and purchasers from the benefit Issuer; (ii) the Issuer owns and has good and marketable title to such Indenture Collateral free and clear of any Lien, claim or encumbrance of any Person (other than Permitted Liens); (iii) the Secured Parties, legal and valid Liens on Issuer has caused the filing of all the Collateral described therein. When appropriate financing statements in appropriate form are filed the proper filing office in the offices specified appropriate jurisdictions under Requirements of Law in order to perfect the Security Agreement andsecurity interest in such Indenture Collateral granted to the Indenture Trustee under this Indenture, to the extent required under the Security Agreement, upon filing of such financing statement can perfect a security interest in such Indenture Collateral; (A) other than the taking of possession or control security interest granted by the Administrative Agent Issuer pursuant to this Indenture, the Issuer has not pledged, assigned, sold, granted a security interest in or otherwise conveyed any of such Indenture Collateral; (B) the Issuer has not authorized the filing of, and is not aware of, any financing statements against the Issuer that include a description of collateral covering such Indenture Collateral other than any financing statement relating to the security interest granted by the Issuer under this Indenture; and (C) the Issuer is not aware of the filing of any judgment or tax Lien filings against the Issuer; (v) all original executed copies of each underlying document that constitutes or evidences the Indenture Collateral described in the Security Agreement with respect to which a security interest may be perfected only by possession or controlhas been delivered to, such Liens shall constitute perfected and continuing Liens on the Collateral, securing the Secured Obligations, enforceable against the Loan Parties and all third parties, and having priority over all other Liens except in the case of (a) Permitted Liensand, to the extent any such Permitted Liens would have priority over the Liens in favor knowledge of the Administrative Agent pursuant Issuer, is in the possession of, the Indenture Trustee; and (vi) none of the underlying documents that constitutes or evidences the Indenture Collateral in which a security interest may be perfected by possession has any marks or notations indicating that it has been pledged, assigned or otherwise conveyed to any applicable Requirement of Law Person other than the Issuer and (b) Liens perfected only by possession (including possession of any certificate of title) to the extent the Administrative Agent is not required by the terms of the Security Agreement to, or does not, maintain possession of such CollateralIndenture Trustee. (b) Each Mortgage is effective to create in favor of the Administrative Agent, for the benefit of the Secured Parties, legal and valid Liens on all the Property described therein. When the Mortgages are filed in the applicable county recording offices, each Mortgage shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of each Loan Party that is party to such Mortgage in that portion of the Collateral described in such Mortgage and constituting real property and fixtures affixed or attached to such real property, securing the Secured Obligations, enforceable against each such Loan Party that is a party thereto and all third parties, and having priority over all other Liens except Permitted Mortgaged Property Liens, to the extent any such Permitted Mortgaged Property Liens would have priority over the Liens in favor of the Administrative Agent pursuant to any applicable Requirement of Law.

Security Interest in Collateral. (a) The Subject to the further provisions of this Section 3.17, the Security Agreement are is effective to create in favor of the Administrative Agent, Agent for the benefit of the Secured Parties, legal legal, valid and valid Liens on all enforceable security interests in the Collateral described thereintherein in which a security interest may be created under Article 9 of the UCC. When financing statements in appropriate form are filed in the applicable filing offices specified in the Security Agreement andPerfection Certificate and when stock certificates representing pledged capital stock that are “certificated securities” under the UCC are delivered to the Administrative Agent together with an effective indorsement, such filings and delivery of such stock certificates create valid perfected security interests in all such Collateral in favor of the Administrative Agent for the benefit of the Secured Parties to the extent such security interests can be created and perfected under Article 8 or 9 of the UCC and required under the Security Agreement, upon the taking of possession or control by the Administrative Agent terms of the Collateral described in the Security Agreement with respect Loan Documents to which a security interest may be perfected only by possession or control, such Liens shall constitute perfected and continuing Liens on the Collateralso perfected, securing the Secured Obligations, enforceable against the Loan Parties and all third parties, and having priority over all other Liens except on the Collateral and subject to no other Liens other than Liens permitted under Section 6.02 and subject to any priorities established by operation of applicable law, in each case to the case extent required by, and in accordance with, the terms and conditions of this Agreement and the Collateral Documents. Notwithstanding the foregoing, the representations and warranties contained in this Section 3.17, (a) Permitted Liens, shall not be deemed to the extent any such Permitted Liens would have priority over the Liens in favor be violated as a result of the Administrative Agent pursuant to any applicable Requirement existence of Law Permitted Encumbrances and other Liens permitted under Section 6.02 and (b) Liens perfected shall not apply to any Collateral with respect to which a Lien thereon may only be perfected, or as to which priority may be determined, by control or possession (including possession of any certificate of title) to the extent the Administrative Agent is has not required obtained or does not maintain control or possession or by any means other than the terms filing of UCC-1 financing statements and the possession in the State of New York or share certificates evidencing certificated securities together with an effective indorsement. When appropriate UCC-1 financing statements have been filed in all applicable offices and when the Security Agreement to, or does not, maintain possession of such Collateral. (b) Each Mortgage a short form thereof is effective to create in favor of the Administrative Agent, for the benefit of the Secured Parties, legal and valid Liens on all the Property described therein. When the Mortgages are filed in the applicable county recording officesPTO and the United States Copyright Office, each Mortgage the Liens created by the Security Agreement shall constitute a fully perfected Lien Liens on, and security interest interests in, all right, title and interest of each Loan Party that is party to such Mortgage the grantors thereunder in that portion of Patents (as defined in the Collateral described Security Agreement) registered or applied for with the PTO or Copyrights (as defined in such Mortgage and constituting real property and fixtures affixed Security Agreement) registered or attached to such real propertyapplied for with the United States Copyright Office, securing as the Secured Obligations, enforceable against each such Loan Party that is a party thereto and all third partiescase may be, and having priority over all listed in such Security Agreement or short-form agreements, in each case subject to no Liens other than Liens except Permitted Mortgaged Property Liens, to the extent any such Permitted Mortgaged Property Liens would have priority over the Liens in favor of the Administrative Agent pursuant to any applicable Requirement of Lawpermitted under Section 6.02.

Security Interest in Collateral. (a) The Subject to the terms of the proviso contained in Section 6.1(b), the provisions of this Agreement and the Security Agreement are effective to other Credit Documents (taken as a whole) create legal and valid Liens on all of the Collateral in favor of the Administrative Collateral Agent, for the benefit of itself and the other Secured PartiesParties (provided, legal that, with respect to the creation and valid Liens on all perfection of security interests with respect to Indebtedness, Capital Stock and Stock Equivalents of Foreign Subsidiaries (other than a Foreign Subsidiary that becomes a Guarantor pursuant to the Collateral described therein. When financing statements in appropriate form are filed in the offices specified in the Security Agreement and, definition of “Guarantor” and to the extent required under local law security documents are delivered pursuant to Section 9.11), only to the Security Agreementextent the creation and perfection of such obligation is governed by the Uniform Commercial Code), and upon the making of such filings and taking of possession such other actions required to be taken hereby or control by the Administrative Agent applicable Credit Documents (including the filing of appropriate Uniform Commercial Code financing statements with the office of the Collateral described in Secretary of State of the Security Agreement state of organization of each Credit Party, the filing of appropriate notices with the U.S. Patent and Trademark Office and the U.S. Copyright Office, and the proper recordation of Mortgages and fixture filings with respect to which a security interest may be perfected only by possession or controlany Mortgaged Property, such Liens shall constitute perfected and continuing Liens on the Collateral, securing the Secured Obligations, enforceable against the Loan Parties and all third parties, and having priority over all other Liens except in the each case of (a) Permitted Liens, to the extent any such Permitted Liens would have priority over the Liens in favor of the Administrative Collateral Agent pursuant to any applicable Requirement of Law and (b) Liens perfected only by possession (including possession of any certificate of title) to the extent the Administrative Agent is not required by the terms of the Security Agreement to, or does not, maintain possession of such Collateral. (b) Each Mortgage is effective to create in favor of the Administrative Agent, for the benefit of the Secured PartiesParties and the delivery to the Collateral Agent of any stock or equivalent certificates or promissory notes required to be delivered pursuant to the applicable Credit Documents), legal and valid such Liens constitute perfected Liens on all the Property described therein. When the Mortgages are filed in the applicable county recording offices, each Mortgage shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of each Loan Party that is party to such Mortgage in that portion Collateral of the Collateral described in such Mortgage and constituting real property and fixtures affixed or attached to such real property, type required by the Security Documents securing the Secured Obligations, enforceable against each such Loan Party that is a party thereto and all third parties, and having priority over all other Liens except Permitted Mortgaged Property Liens, Obligations to the extent such Liens may be perfected by such filings and the taking of such other actions. Notwithstanding the foregoing, the parties hereto agree that no Credit Party or any Subsidiary thereof (other than a Foreign Subsidiary that becomes a Guarantor pursuant to the definition of “Guarantor” and to the extent local law security documents are delivered pursuant to Section 9.11) shall be required to take any action outside the United States to grant, maintain or perfect any security interest in the Collateral (including the execution of any agreement, document or other instrument governed by the law of any jurisdiction other than the United States, any State thereof or the District of Columbia), and the foregoing representation and warranty in this Section 8.19 shall be construed not to require any such Permitted Mortgaged Property Liens would have priority over the Liens in favor of the Administrative Agent pursuant to any applicable Requirement of Law.actions. 157

Security Interest in Collateral. (a) The provisions of Guarantee and Collateral Agreement, upon execution and delivery thereof by the Security Agreement are effective to parties thereto, will create in favor of the Administrative each Collateral Agent, for the benefit of the Applicable Secured PartiesParties (as defined in the Guarantee and Collateral Agreement), legal a legal, valid and valid Liens on all enforceable (subject to applicable bankruptcy, insolvency, reorganization, moratorium, capital impairment, recognition of judgments, recognition of choice of law, enforcement of judgments or other similar laws 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) security interest in the Collateral described therein. When financing statements in appropriate form are filed (as defined in the offices specified Guarantee and Collateral Agreement). (1) When any Pledged Collateral (as defined in the Security Agreement and, Guarantee and Collateral Agreement) constituting “certificated securities” (as defined in the UCC) is delivered to the extent required under the Security Agreement, upon the taking of possession any Collateral Agent (or control by the Administrative Agent any agent of the Collateral described in the Security Agreement with respect to which a security interest may be perfected only by possession or control, such Liens shall constitute perfected and continuing Liens on the Collateral, securing the Secured Obligations, enforceable against the Loan Parties and all third parties, and having priority over all other Liens except in the case of (a) Permitted Liens, to the extent any such Permitted Liens would have priority over the Liens in favor of the Administrative Agent pursuant to any applicable Requirement of Law and (b) Liens perfected only by possession (including possession of any certificate of title) to the extent the Administrative Agent is not required as contemplated by the terms of Leidos/Spinco Intercreditor Agreement), the Security Lien created under the Guarantee and Collateral Agreement to, or does not, maintain possession of such Collateral. (b) Each Mortgage is effective to create in favor of the Administrative Agent, for the benefit of the Secured Parties, legal and valid Liens on all the Property described therein. When the Mortgages are filed in the applicable county recording offices, each Mortgage shall constitute a fully perfected first priority Lien on, and security interest in, all right, title and interest of the Loan Parties in such Pledged Collateral, in each Loan Party that is party case prior and superior in right to such Mortgage any other Person, other than with respect to non-consensual Liens expressly permitted by Section 6.01 and subject to the Leidos/Spinco Intercreditor Agreement, and (2) when the financing statements in that portion appropriate form describing the Collateral as “all assets” or using language of similar import or otherwise containing a reasonable description of the Collateral described are filed in the offices specified in the Perfection Certificate, the Lien created under the Guarantee and Collateral Agreement in the Collateral that may be perfected by the filing of a financing statement in such Mortgage and constituting real property and fixtures affixed or attached to such real property, securing the Secured Obligations, enforceable against each such Loan Party that is office will constitute a party thereto and all third partiesfully perfected first priority Lien on, and having security interest in, all right, title and interest of the Loan Parties in such Collateral, in each case prior and superior in right to any other Person, other than with respect to Liens expressly permitted by Section 6.01 and subject to the Leidos/Spinco Intercreditor Agreement. (c) Upon the recordation of the Guarantee and Collateral Agreement (or a short-form security agreement in form and substance reasonably satisfactory to the Borrower and the applicable Collateral Agent) with the United States Patent and Trademark Office and the United States Copyright Office, together with the financing statements in appropriate form referenced in Section 4.18(b) filed in the offices specified in the Perfection Certificate, the Lien created under the Guarantee and Collateral Agreement will constitute a fully perfected first priority over Lien on, and security interest in, all other Liens except Permitted Mortgaged right, title and interest of the Loan Parties in the United States registered or applied-for Intellectual Property Liens, (as defined in the Guarantee and Collateral Agreement) included in the Collateral to the extent a security interest may be perfected by recording a security interest with the United States Patent and Trademark Office or United States Copyright Office, in each case prior and superior in right to any such Permitted Mortgaged Property other Person, other than with respect to Liens would have priority over expressly permitted by Section 6.01 and subject to the Liens Leidos/Spinco Intercreditor Agreement (it being understood and agreed that subsequent recordings in the United States Patent and Trademark Office and the United [[3596554]] States Copyright Office may be necessary to perfect a Lien on registered trademarks and issued patents, copyright, trademark and patent applications and registered copyrights acquired or filed by the Loan Parties after the date hereof). (d) Each Mortgage is effective to create in favor of the Administrative Agent pursuant applicable Collateral Agent, for the benefit of the Secured Parties, a legal, valid and enforceable (subject to applicable bankruptcy, insolvency, reorganization, moratorium, capital impairment, recognition of judgments, recognition of choice of law, enforcement of judgments or other similar laws 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) first priority Lien on all of the applicable Loan Party’s right, title and interest in and to the Mortgaged Property described therein and the proceeds thereof, and when such Mortgage is executed, delivered and filed in the offices specified in Perfection Certificate, such Mortgage shall constitute a fully perfected first priority Lien on, and security interest in, all right, title and interest of such Loan Party in such Mortgaged Property and the proceeds thereof, in each case prior and superior in right to any applicable Requirement of Lawother Person, other than with respect to Liens expressly permitted by Section 6.01 and subject to the Leidos/Spinco Intercreditor Agreement.

Security Interest in Collateral. (a) The provisions of Guarantee and Collateral Agreement, upon execution and delivery thereof by the Security Agreement are effective to parties thereto, will create in favor of the Administrative each Collateral [[3666665]] Agent, for the benefit of the Applicable Secured PartiesParties (as defined in the Guarantee and Collateral Agreement), legal a legal, valid and valid Liens on all enforceable (subject to applicable bankruptcy, insolvency, reorganization, moratorium, capital impairment, recognition of judgments, recognition of choice of law, enforcement of judgments or other similar laws 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) security interest in the Collateral described therein. When financing statements in appropriate form are filed (as defined in the offices specified Guarantee and Collateral Agreement). (1) When any Pledged Collateral (as defined in the Security Agreement and, Guarantee and Collateral Agreement) constituting “certificated securities” (as defined in the UCC) is delivered to the extent required under the Security Agreement, upon the taking of possession any Collateral Agent (or control by the Administrative Agent any agent of the Collateral described in the Security Agreement with respect to which a security interest may be perfected only by possession or control, such Liens shall constitute perfected and continuing Liens on the Collateral, securing the Secured Obligations, enforceable against the Loan Parties and all third parties, and having priority over all other Liens except in the case of (a) Permitted Liens, to the extent any such Permitted Liens would have priority over the Liens in favor of the Administrative Agent pursuant to any applicable Requirement of Law and (b) Liens perfected only by possession (including possession of any certificate of title) to the extent the Administrative Agent is not required as contemplated by the terms of Leidos/Spinco Intercreditor Agreement), the Security Lien created under the Guarantee and Collateral Agreement to, or does not, maintain possession of such Collateral. (b) Each Mortgage is effective to create in favor of the Administrative Agent, for the benefit of the Secured Parties, legal and valid Liens on all the Property described therein. When the Mortgages are filed in the applicable county recording offices, each Mortgage shall constitute a fully perfected first priority Lien on, and security interest in, all right, title and interest of the Loan Parties in such Pledged Collateral, in each Loan Party that is party case prior and superior in right to such Mortgage any other Person, other than with respect to non-consensual Liens expressly permitted by Section 6.01 and subject to the Leidos/Spinco Intercreditor Agreement, and (2) when the financing statements in that portion appropriate form describing the Collateral as “all assets” or using language of similar import or otherwise containing a reasonable description of the Collateral described are filed in the offices specified in the Perfection Certificate, the Lien created under the Guarantee and Collateral Agreement in the Collateral that may be perfected by the filing of a financing statement in such Mortgage and constituting real property and fixtures affixed or attached to such real property, securing the Secured Obligations, enforceable against each such Loan Party that is office will constitute a party thereto and all third partiesfully perfected first priority Lien on, and having security interest in, all right, title and interest of the Loan Parties in such Collateral, in each case prior and superior in right to any other Person, other than with respect to Liens expressly permitted by Section 6.01 and subject to the Leidos/Spinco Intercreditor Agreement. (b) Upon the recordation of the Guarantee and Collateral Agreement (or a short-form security agreement in form and substance reasonably satisfactory to the Borrower and the applicable Collateral Agent) with the United States Patent and Trademark Office and the United States Copyright Office, together with the financing statements in appropriate form referenced in Section 4.18(b) filed in the offices specified in the Perfection Certificate, the Lien created under the Guarantee and Collateral Agreement will constitute a fully perfected first priority over Lien on, and security interest in, all other Liens except Permitted Mortgaged right, title and interest of the Loan Parties in the United States registered or applied-for Intellectual Property Liens, (as defined in the Guarantee and Collateral Agreement) included in the Collateral to the extent a security interest may be perfected by recording a security interest with the United States Patent and Trademark Office or United States Copyright Office, in each case prior and superior in right to any such Permitted Mortgaged Property other Person, other than with respect to Liens would have priority over expressly permitted by Section 6.01 and subject to the Liens Leidos/Spinco Intercreditor Agreement (it being understood and agreed 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 and issued patents, copyright, trademark and patent applications and registered copyrights acquired or filed by the Loan Parties after the date hereof). (c) Each Mortgage is effective to create in favor of the Administrative Agent pursuant applicable Collateral Agent, for the benefit of the Secured Parties, a legal, valid and enforceable (subject to applicable bankruptcy, insolvency, reorganization, moratorium, capital impairment, recognition of judgments, recognition of choice of law, enforcement of judgments or other similar laws 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) first priority Lien on all of the applicable Loan Party’s right, title and interest in and to the Mortgaged Property described therein and the proceeds thereof, and when such Mortgage is executed, delivered and filed in the offices specified in Perfection Certificate, such Mortgage shall constitute a fully perfected first priority Lien on, and security interest in, all right, title and interest of such Loan Party in such Mortgaged Property and the proceeds thereof, in each case prior and superior in right to any applicable Requirement of Law.other Person, other than with respect to Liens expressly permitted by Section 6.01 and subject to the Leidos/Spinco Intercreditor Agreement. [[3666665]]

Security Interest in Collateral. This Indenture creates a valid, continuing and enforceable security interest (aas defined in the applicable UCC) The provisions of in the Security Agreement are effective to create Indenture Collateral in favor of the Administrative AgentTrustee, for the benefit of the Secured Parties, legal and valid Liens on all the Collateral described therein. When financing statements in appropriate form are filed in the offices specified in the Security Agreement and, to the extent required under the Security Agreement, upon the taking of possession or control by the Administrative Agent of the Collateral described in the Security Agreement with respect to which a security interest may be perfected only by possession or control, such Liens shall constitute perfected and continuing Liens on the Collateral, securing the Secured Obligations, enforceable against the Loan Parties and all third parties, and having priority over is prior to all other Liens (except in the case of (a) for Permitted Liens), and is enforceable as such against creditors of and purchasers from the Issuer; (i) the Indenture Collateral constitutes “general intangibles,” “instruments,” “accounts,” “investment property,” or “chattel paper,” within the meaning of the applicable UCC; (ii) the Issuer owns and has good and marketable title to the extent any such Permitted Liens would have priority over the Liens in favor of the Administrative Agent pursuant to any applicable Requirement of Law Indenture Collateral free and (b) Liens perfected only by possession (including possession clear of any certificate Lien (other than Permitted Liens), claim or encumbrance of titleany Person; (iii) to the extent the Administrative Agent is not Issuer has received all consents and approvals required by the terms of the Security Agreement toIndenture Collateral to the pledge of the Indenture Collateral hereunder to the Trustee; (iv) the Issuer has caused the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under Applicable Law in order to perfect the security interest in the Indenture Collateral granted to the Trustee under this Indenture; (v) other than the security interest granted by the Issuer pursuant to this Indenture and any Permitted Liens, the Issuer has not pledged, assigned, sold, granted a security interest in or otherwise conveyed any of the Indenture Collateral. The Issuer has not authorized the filing of and is not aware of any financing statements against the Issuer that include a description of collateral covering the Indenture Collateral other than any financing statement (A) relating to the security interest granted by the Issuer under this Indenture, or does not, maintain possession (B) that has been terminated or for which a release or partial release (that covers any Indenture Collateral) has been filed. The Issuer is not aware of such Collateral.the filing of any judgment or tax Lien filings against the Issuer; (bvi) Each Mortgage is effective each Underlying Note or Underlying Notes that constitute or evidence the Loan Assets has been or will be delivered to create the Custodian in favor accordance with Section 2.09 of the Administrative AgentSale and Servicing Agreement; (vii) the Issuer has received a written acknowledgment from the Custodian that the Custodian is holding, in accordance with Section 2.09 of the Sale and Servicing Agreement, any Underlying Notes that constitute or evidence any Loan Assets solely on behalf of and for the benefit of the Secured Parties, legal and valid Liens on all the Property described therein. When the Mortgages are filed in the applicable county recording offices, each Mortgage shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of each Loan Party that is party to such Mortgage in that portion Noteholders; (viii) none of the Underlying Notes that constitute or evidence the Indenture Collateral described in such Mortgage and constituting real property and fixtures affixed has any marks or attached to such real propertynotations indicating that they have been pledged, securing the Secured Obligations, enforceable against each such Loan Party that is a party thereto and all third parties, and having priority over all other Liens except Permitted Mortgaged Property Liens, to the extent any such Permitted Mortgaged Property Liens would have priority over the Liens in favor of the Administrative Agent pursuant assigned or otherwise conveyed to any applicable Requirement Person other than the Issuer and the Trustee. The representations and warranties in Section 3.25(j) hereof shall survive the termination of Lawthis Indenture.

Security Interest in Collateral. As security for the payment of the Note and all Obligations whatsoever of Borrower to Bank, Borrower hereby grants to Bank a continuing, general first lien upon and security interest and title in and to the following (hereafter known as the “Collateral”): (a) The provisions all Equipment of the Security Agreement are effective Borrower relating to create in favor of the Administrative Agent, for the benefit of the Secured Parties, legal and valid Liens on all the Collateral described therein. When financing statements in appropriate form are filed in the offices specified in the Security Agreement and, to the extent required under the Security Agreement, upon the taking of possession or control by the Administrative Agent of the Collateral described in the Security Agreement with respect to which a security interest may be perfected only by possession or control, such Liens shall constitute perfected and continuing Liens on the Collateral, securing the Secured Obligations, enforceable against the Loan Parties and all third parties, and having priority over all other Liens except in the case of (a) Permitted Liens, to the extent any such Permitted Liens would have priority over the Liens in favor of the Administrative Agent pursuant to any applicable Requirement of Law and (b) Liens perfected only by possession (including possession of any certificate of title) to the extent the Administrative Agent is not required by the terms of the Security Agreement to, or does not, maintain possession of such Collateral.Locations; (b) Each Mortgage is effective Borrower’s interest in real property, improvements and fixtures located at the Collateral Locations and Borrower’s leasehold estate created by the Ground Leases and Borrower shall execute a Multi-State Security Instrument conveying such interest to create in favor of the Administrative Agent, for the benefit of the Secured Parties, legal and valid Liens on all the Property described therein. When the Mortgages are filed Bank; (c) Borrower’s interest in the applicable county recording officesSubleases and the right to payments from the Subtenants and Borrower shall execute a Assignment of Lessor’s Interest in Leases relating to such Subleases; and (d) all Collateral hereafter pledged by Borrower; AND Guarantors hereby grant to Bank a continuing, each Mortgage shall constitute a fully perfected Lien on, general first lien upon and security interest inand title in and to all Collateral hereafter specifically pledged by such Guarantors to Bank in connection with the Loan; AND Restaurants hereby grants to Bank a continuing, general first lien upon and security interest and title in and to: (e) all right, title Equipment of Restaurants relating to the Collateral Locations; and (f) Restaurants’ interest in the Equipment Leases and interest the right to payments from the Subtenants and Restaurants shall execute a Assignment of each Loan Party that is party Lessor’s Interest in Leases relating to such Mortgage in that portion Equipment Leases. Borrower and Restaurants agree to do all things as may reasonably be required by Bank to perfect and protect the lien of the Collateral described Bank in such Mortgage and constituting real property and fixtures affixed or attached to such real property, securing the Secured Obligations, enforceable against each such Collateral. The Loan Party that is a party thereto shall be cross-defaulted with any and all third partiesloans now or hereafter made by Bank to Borrower or Related Borrower. For clarification purposes, by execution of this Agreement, Bank expressly acknowledges that the Loan described herein is not cross-collateralized with the $25 Million Letter Agreement, but rather only cross-defaulted with the $25 Million Letter Agreement and having priority over all other Liens except Permitted Mortgaged Property Liens, loans to the extent any such Permitted Mortgaged Property Liens would have priority over the Liens in favor of the Administrative Agent pursuant to any applicable Requirement of LawBorrower and Related Borrower.

Security Interest in Collateral. (a) The provisions of the Security Collateral Agreement are is effective to create in favor of the Administrative Agent, Collateral Agent (for the benefit of the Purchasers and the other Secured Parties) a legal, legal valid and valid Liens on all enforceable security interest in the Collateral described thereintherein and proceeds thereof. When In the case of the Pledged Collateral described in the Collateral Agreement, when certificates or promissory notes, as applicable, representing such Pledged Collateral are delivered to the Collateral Agent, and in the case of the other Collateral described in the Collateral Agreement (other than the Intellectual Property) when financing statements and other filings specified in appropriate form the Perfection Certificate are filed in the offices specified in the Security Agreement Perfection Certificate, the Collateral Agent (for the benefit of the Purchasers and the other Secured Parties) shall have a perfected Lien on, and security interest in, all right, title and interest of the Obligors in such Collateral and, subject to Section 9-315 and 9-322 of the New York Uniform Commercial Code, the proceeds thereof, as security for the Obligations to the extent required under the Security Agreementperfection in such Collateral can be obtained by filing Uniform Commercial Code financing statements, upon the taking of possession or control by the Administrative Agent of the Collateral described in the Security Agreement with respect to which a security interest may be perfected only by possession or control, such Liens shall constitute perfected each case prior and continuing Liens on the Collateral, securing the Secured Obligations, enforceable against the Loan Parties and all third parties, and having priority over all other Liens except superior in the case of (a) Permitted Liens, right to the extent Lien of any such other Person (except for Permitted Liens would which have priority over the Liens in favor of the Administrative Agent pursuant to any applicable Requirement of Law and (b) Liens perfected only by possession (including possession of any certificate of title) to the extent the Administrative Agent is not required created by the terms Security Documents by operation of the Security Agreement to, or does not, maintain possession of such Collateral.Law); (b) Each Mortgage When the Collateral Agreement or a summary thereof is effective properly filed in the PTO, the United States Copyright Office, an equivalent foreign office to create the PTO or the United States Copyright Office (“Office of IP Recordation”) and, with respect to Collateral in favor which a security interest cannot be perfected by such filings, upon the proper filing of the Administrative Agentfinancing statements referred to in paragraph (a) above, the Collateral Agent (for the benefit of the Secured Parties, legal and valid Liens on all the Property described therein. When the Mortgages are filed in the applicable county recording offices, each Mortgage ) shall constitute have a fully perfected Lien on, and security interest in, all right, title and interest of the Obligor thereunder in the domestic Intellectual Property, in each Loan Party case prior and superior in right to the Lien of any other Person (it being understood that is party subsequent recordings in Office of IP Recordation may be necessary to such Mortgage perfect a Lien on registered Trademarks and Patents, Trademark and Patent applications and registered Copyrights acquired by the Obligors after the Second A&R Date); (c) Each Equitable Share Mortgage, when executed as continuing security for the payment and performance of the Secured Obligations and any other obligations or liabilities hereunder shall (a) mortgage, in that portion favor of the Collateral described Agent (for the benefit of the Secured Parties) by way of a first equitable mortgage, the Mortgaged Shares; and (b) charge in favor of the Collateral Agent (for the benefit of the Secured Parties), by way of a first fixed charge, all of the right, title and interest in and to the Mortgaged Shares, including all benefits, present and future, actual and contingent accruing in respect of thereof; (d) Each Fixed and Floating Charge Deed, when executed as continuing security for the payment and performance of the Secured Obligations and any other obligations or liabilities hereunder, shall grant a first charge over all of the property, assets and undertaking of the applicable Chargor, tangible and intangible, present and future of any kind whatsoever; (e) The FF Hong Kong Share Charge Deed, when executed as continuing security for the due and punctual payment and discharge of all Secured Obligations and any other obligations or liabilities hereunder, shall charge in favor of the Collateral Agent, by way of a first fixed charge, all rights, title and interest present and future in and to all of the Equity Interests of FF Hong Kong (along with any dividends or distributions of any kind whatsoever in respect of such Equity Interests), except to the extent that such rights, title and interest may be subject to an assignment to the Collateral Agent under the FF Hong Kong Share Charge Deed; and (f) Each of the Mortgages executed and delivered on or after the First Closing Date, is or will be (as applicable) effective to create in favor of the Collateral Agent (for the benefit of the Secured Parties) a legal, valid and enforceable Lien on all of the applicable Obligor’s right, title and interest in and to the Mortgaged Property thereunder and the proceeds thereof, and when such Mortgage is filed or recorded in the proper real estate filing or recording offices, and all relevant mortgage Taxes and recording charges are duly paid, the Collateral Agent (for the benefit of the Secured Parties) shall have a perfected Lien on, and security interest in, all right, title, and interest of the applicable Obligor in such Mortgage and constituting real property and fixtures affixed or attached to such real property, securing the Secured Obligations, enforceable against each such Loan Party that is a party thereto and all third parties, and having priority over all other Liens except Permitted Mortgaged Property Liensand, to the extent any such Permitted Mortgaged Property Liens would have priority over the Liens in favor applicable, subject to Section 9-315 of the Administrative Agent pursuant Uniform Commercial Code, the proceeds thereof, in each case prior and superior in right to the Lien of any applicable Requirement of Lawother Person, except for Permitted Liens.

Security Interest in Collateral. (a) The Subject to the terms of the proviso contained in Section 6.1(b), the provisions of this Agreement and the Security Agreement are effective to other Credit Documents (taken as a whole) create legal and valid Liens on all of the Collateral in favor of the Administrative Collateral Agent, for the benefit of itself and the other Secured PartiesParties (provided, legal that, with respect to the creation and valid Liens on all perfection of security interests with respect to Indebtedness, Capital Stock and Stock 203 LEGAL_US_E # 167910103.1167910103.8 Equivalents of Foreign Subsidiaries (other than a Foreign Subsidiary that becomes a Guarantor pursuant to the Collateral described therein. When financing statements in appropriate form are filed in the offices specified in the Security Agreement and, 204 LEGAL_US_E # 167910103.1167910103.8 definition of “Guarantor” and to the extent required under local law security documents are delivered pursuant to Section 9.11), only to the Security Agreementextent the creation and perfection of such obligation is governed by the Uniform Commercial Code), and upon the making of such filings and taking of possession such other actions required to be taken hereby or control by the Administrative Agent applicable Credit Documents (including the filing of appropriate Uniform Commercial Code financing statements with the office of the Collateral described in Secretary of State of the Security Agreement state of organization of each Credit Party, the filing of appropriate notices with the U.S. Patent and Trademark Office and the U.S. Copyright Office, and the proper recordation of Mortgages and fixture filings with respect to which a security interest may be perfected only by possession or controlany Mortgaged Property, such Liens shall constitute perfected and continuing Liens on the Collateral, securing the Secured Obligations, enforceable against the Loan Parties and all third parties, and having priority over all other Liens except in the each case of (a) Permitted Liens, to the extent any such Permitted Liens would have priority over the Liens in favor of the Administrative Collateral Agent pursuant to any applicable Requirement of Law and (b) Liens perfected only by possession (including possession of any certificate of title) to the extent the Administrative Agent is not required by the terms of the Security Agreement to, or does not, maintain possession of such Collateral. (b) Each Mortgage is effective to create in favor of the Administrative Agent, for the benefit of the Secured PartiesParties and the delivery to the Collateral Agent of any stock or equivalent certificates or promissory notes required to be delivered pursuant to the applicable Credit Documents), legal and valid such Liens constitute perfected Liens on all the Property described therein. When the Mortgages are filed in the applicable county recording offices, each Mortgage shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of each Loan Party that is party to such Mortgage in that portion Collateral of the Collateral described in such Mortgage and constituting real property and fixtures affixed or attached to such real property, type required by the Security Documents securing the Secured Obligations, enforceable against each such Loan Party that is a party thereto and all third parties, and having priority over all other Liens except Permitted Mortgaged Property Liens, Obligations to the extent such Liens may be perfected by such filings and the taking of such other actions. Notwithstanding the foregoing, the parties hereto agree that no Credit Party or any Subsidiary thereof (other than a Foreign Subsidiary that becomes a Guarantor pursuant to the definition of “Guarantor” and to the extent local law security documents are delivered pursuant to Section 9.11) shall be required to take any action outside the United States to grant, maintain or perfect any security interest in the Collateral (including the execution of any agreement, document or other instrument governed by the law of any jurisdiction other than the United States, any State thereof or the District of Columbia), and the foregoing representation and warranty in this Section 8.19 shall be construed not to require any such Permitted Mortgaged Property Liens would have priority over the Liens in favor of the Administrative Agent pursuant to any applicable Requirement of Lawactions.

Security Interest in Collateral. (a) The provisions As of the Account Release Date, each of the Guarantee, each Account Control Agreement and the Security Agreement are is effective to create in favor of the Administrative Collateral Agent, for the benefit of the Secured Parties, legal a legal, valid and valid Liens on all enforceable security interest in the Collateral described thereintherein and proceeds thereof. When In the case of the Pledged Securities described (and as defined) in the Security Agreement, when stock certificates representing such Pledged Securities are delivered to the Collateral Agent, and in the case of the other Collateral described in the Security Agreement, when financing statements and other filings specified in Schedule 5.24(a) in appropriate form are filed in the offices specified in Schedule 5.24(a), the Security Agreement andshall constitute a fully perfected Lien on, to the extent required under the Security Agreement, upon the taking of possession or control by the Administrative Agent of the Collateral described in the Security Agreement with respect to which a and security interest may be perfected only by possession or controlin, such Liens shall constitute perfected all rights, title and continuing Liens on the Collateral, securing the Secured Obligations, enforceable against interest of the Loan Parties in such Collateral and all third partiesproceeds thereof, and having priority over all as security for the Obligations, in each case subject to no other Liens except other than the Liens permitted under Section 7.01 and with the lien priority as specified in the case of (a) Permitted Liens, to the extent any such Permitted Liens would have priority over the Liens in favor of the Administrative Agent pursuant to any applicable Requirement of Law and (b) Liens perfected only by possession (including possession of any certificate of title) to the extent the Administrative Agent is not required by the terms of the Security Agreement to, or does not, maintain possession of such CollateralIntercreditor Agreement. (b) Each Mortgage As of the Account Release Date, each of the Mortgages is effective to create in favor of the Administrative Collateral Agent, for the benefit of the Secured Parties, legal a legal, valid and valid Liens enforceable Lien on all the Property Mortgaged Properties described therein. When therein and proceeds thereof, and when the Mortgages are filed recorded in the applicable county recording officesoffices specified in Schedule 5.24(b), each such Mortgage shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of each the Loan Party that is party to such Mortgage Parties in that portion of the Collateral described in such Mortgage Mortgaged Properties and constituting real property and fixtures affixed or attached to such real propertythe proceeds thereof, securing as security for the Secured Obligations, enforceable against in each such Loan Party that is a party thereto and all third parties, and having priority over all case subject to no other Liens except other than (i) Permitted Mortgaged Property LiensEncumbrances, to (ii) Liens created by or permitted under the extent any such Permitted Mortgaged Property Liens would have priority over Loan Documents, including, without limitation, the Liens permitted under Section 7.01 and with the lien priority as specified in favor of the Administrative Agent pursuant Intercreditor Agreement and (iii) minor defects in title that do not materially interface with the applicable Loan Parties’ ability to any applicable Requirement of Lawoperate their business in the manner in which they are currently being conducted.

Security Interest in Collateral. (a%3) The provisions of Guarantee and Collateral Agreement, upon execution and delivery thereof by the Security Agreement are effective to parties thereto, will create in favor of the Administrative each Collateral Agent, for the benefit of the Applicable Secured PartiesParties (as defined in the Guarantee and Collateral Agreement), legal a legal, valid and valid Liens on all enforceable (subject to applicable bankruptcy, insolvency, reorganization, moratorium, capital impairment, recognition of judgments, recognition of choice of law, enforcement of judgments or other similar laws 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) security interest in the Collateral described therein. When financing statements in appropriate form are filed (as defined in the offices specified Guarantee and Collateral Agreement). (1) When any Pledged Collateral (as defined in the Security Agreement and, Guarantee and Collateral Agreement) constituting “certificated securities” (as defined in the UCC) is delivered to the extent required under the Security Agreement, upon the taking of possession any Collateral Agent (or control by the Administrative Agent any agent of the Collateral described in the Security Agreement with respect to which a security interest may be perfected only by possession or control, such Liens shall constitute perfected and continuing Liens on the Collateral, securing the Secured Obligations, enforceable against the Loan Parties and all third parties, and having priority over all other Liens except in the case of (a) Permitted Liens, to the extent any such Permitted Liens would have priority over the Liens in favor of the Administrative Agent pursuant to any applicable Requirement of Law and (b) Liens perfected only by possession (including possession of any certificate of title) to the extent the Administrative Agent is not required as contemplated by the terms of Leidos/Spinco Intercreditor Agreement), the Security Lien created under the Guarantee and Collateral Agreement to, or does not, maintain possession of such Collateral. (b) Each Mortgage is effective to create in favor of the Administrative Agent, for the benefit of the Secured Parties, legal and valid Liens on all the Property described therein. When the Mortgages are filed in the applicable county recording offices, each Mortgage shall constitute a fully perfected first priority Lien on, and security interest in, all right, title and interest of the Loan Parties in such Pledged Collateral, in each Loan Party that is party case prior and superior in right to such Mortgage any other Person, other than with respect to non-consensual Liens expressly permitted by Section 6.01 and subject to the Leidos/Spinco Intercreditor Agreement, and (2) when the financing statements in that portion appropriate form describing the Collateral as “all assets” or using language of similar import or otherwise containing a reasonable description of the Collateral described are filed in the offices specified in the Perfection Certificate, the Lien created under the Guarantee and Collateral Agreement in the Collateral that may be perfected by the filing of a financing statement in such Mortgage and constituting real property and fixtures affixed or attached to such real property, securing the Secured Obligations, enforceable against each such Loan Party that is office will constitute a party thereto and all third partiesfully perfected first priority Lien on, and having security interest in, all right, title and interest of the Loan Parties in such Collateral, in each case prior and superior in right to any other Person, other than with respect to Liens expressly permitted by Section 6.01 and subject to the Leidos/Spinco Intercreditor Agreement. (b) Upon the recordation of the Guarantee and Collateral Agreement (or a short-form security agreement in form and substance reasonably satisfactory to the Borrower and the applicable Collateral Agent) with the United States Patent and Trademark Office and the United States Copyright Office, together with the financing statements in appropriate form referenced in Section 4.18(b) filed in the offices [[NYCORP:3664832v12::08/15/2017--08:07 PM]] specified in the Perfection Certificate, the Lien created under the Guarantee and Collateral Agreement will constitute a fully perfected first priority over Lien on, and security interest in, all other Liens except Permitted Mortgaged right, title and interest of the Loan Parties in the United States registered or applied-for Intellectual Property Liens, (as defined in the Guarantee and Collateral Agreement) included in the Collateral to the extent a security interest may be perfected by recording a security interest with the United States Patent and Trademark Office or United States Copyright Office, in each case prior and superior in right to any such Permitted Mortgaged Property other Person, other than with respect to Liens would have priority over expressly permitted by Section 6.01 and subject to the Liens Leidos/Spinco Intercreditor Agreement (it being understood and agreed 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 and issued patents, copyright, trademark and patent applications and registered copyrights acquired or filed by the Loan Parties after the date hereof). (c) Each Mortgage is effective to create in favor of the Administrative Agent pursuant applicable Collateral Agent, for the benefit of the Secured Parties, a legal, valid and enforceable (subject to applicable bankruptcy, insolvency, reorganization, moratorium, capital impairment, recognition of judgments, recognition of choice of law, enforcement of judgments or other similar laws 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) first priority Lien on all of the applicable Loan Party’s right, title and interest in and to the Mortgaged Property described therein and the proceeds thereof, and when such Mortgage is executed, delivered and filed in the offices specified in Perfection Certificate, such Mortgage shall constitute a fully perfected first priority Lien on, and security interest in, all right, title and interest of such Loan Party in such Mortgaged Property and the proceeds thereof, in each case prior and superior in right to any applicable Requirement of Lawother Person, other than with respect to Liens expressly permitted by Section 6.01 and subject to the Leidos/Spinco Intercreditor Agreement.

Security Interest in Collateral. (a) The provisions of this Agreement and the Security Agreement are effective to other Loan Documents create legal and valid Liens on all the Collateral in favor of the Administrative Agent, for the benefit of the Administrative Agent and the Secured Parties, legal and valid Liens on all the Collateral described therein. When financing statements in appropriate form are filed in the offices specified in the Security Agreement and, to the extent required under the Security Agreement, upon the taking of possession or control by the Administrative Agent of the Collateral described in the Security Agreement with respect to which a security interest may be perfected only by possession or control, such Liens shall constitute perfected and continuing Liens on the Collateral, securing the Secured Obligations, enforceable against the applicable Loan Parties Party and all third parties, and having priority over all other Liens on the Collateral except in the case of (ai) Permitted LiensEncumbrances, to the extent any such Permitted Liens Encumbrances would have priority over the Liens in favor of the Administrative Agent pursuant to any applicable Requirement of Law and law or agreement, (bii) Liens perfected only by possession (including possession of any certificate of title) to the extent the Administrative Agent is has not required by the terms of the Security Agreement to, obtained or does not, not maintain possession of such Collateral, (iii) Liens in favor of the Revolving Lenders with respect to the Revolving Loan Collateral and (iv) Liens in favor of the Second Lien Term Loan Lenders with respect to the Term Loan Collateral. (b) Each Mortgage is effective to The provisions of this Agreement and the other Loan Documents create legal and valid Liens on all the Revolving Loan Collateral in favor of the Administrative Agent, for the benefit of the Administrative Agent and the Secured Parties, legal and valid such Liens constitute perfected and continuing Liens on all the Property described therein. When the Mortgages are filed in the applicable county recording offices, each Mortgage shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of each Revolving Loan Party that is party to such Mortgage in that portion of the Collateral described in such Mortgage and constituting real property and fixtures affixed or attached to such real propertyCollateral, securing the Secured Obligations, enforceable against each such the applicable Loan Party that is a party thereto and all third parties, and having priority over all other Liens on the Revolving Loan Collateral except (a) Liens in favor of the Revolving Lenders, (b) in the case of Permitted Mortgaged Property LiensEncumbrances, to the extent any such Permitted Mortgaged Property Liens Encumbrances would have priority over the Liens in favor of the Administrative Agent pursuant to any applicable Requirement law or agreement, and (c) Liens perfected only by possession (including possession of Lawany certificate of title) to the extent the Administrative Agent has not obtained or does not maintain possession of such Revolving Loan Collateral.

Security Interest in Collateral. (ai) The provisions of the Security Agreement are effective to create creates a valid, continuing and enforceable security interest (as defined in the applicable UCC) in the Collateral in favor of the Administrative AgentLender, which security interest is prior to all other Liens (except for Permitted Liens), and is enforceable as such against creditors of and purchasers from the benefit Borrower; (ii) the Installment Notes constitute “instruments” and the Guaranty constitutes a “supporting obligation” within the meaning of the Secured Partiesapplicable UCC; (iii) the Borrower owns and has good and marketable title to such Collateral free and clear of any Lien (other than Permitted Liens), legal and valid Liens on claim or encumbrance of any Person; (iv) the Borrower has caused (or will have caused simultaneously with closing of this Agreement), the filing of all the Collateral described therein. When appropriate financing statements in appropriate form are filed the proper filing office in the offices specified appropriate jurisdictions under Requirements of Law in order to perfect the Security Agreement and, security interest in such Collateral granted to the extent required Lender under this Agreement; (v) other than the Security security interest granted by the Borrower pursuant to this Agreement, upon the taking of possession or control by the Administrative Agent of the Collateral described in the Security Agreement with respect to which Borrower has not pledged, assigned, sold, granted a security interest may be perfected only by possession in or control, such Liens shall constitute perfected and continuing Liens on the Collateral, securing the Secured Obligations, enforceable against the Loan Parties and all third parties, and having priority over all other Liens except in the case of (a) Permitted Liens, to the extent otherwise conveyed any such Permitted Liens would have priority over the Liens in favor of the Administrative Agent pursuant to any applicable Requirement of Law and (b) Liens perfected only by possession (including possession of any certificate of title) to the extent the Administrative Agent is not required by the terms of the Security Agreement to, or does not, maintain possession of such Collateral.. The Borrower has not authorized the filing of and is not aware of any financing statements against the Borrower that include a description of collateral covering such Collateral other than any financing statement relating to the security interest granted by the Borrower under this Agreement. The Borrower is not aware of the filing of any judgment or tax Lien filings against the Borrower; (bvi) Each Mortgage is effective all original executed copies of each underlying document that constitute or evidence the Collateral have been delivered to create in favor and to the knowledge of the Administrative Agent, for Borrower are in the benefit possession of the Secured Parties, legal and valid Liens on all the Property described therein. When the Mortgages are filed in the applicable county recording offices, each Mortgage shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of each Loan Party that is party to such Mortgage in that portion Lender; and (vii) none of the underlying documents that constitute or evidence the Collateral described in such Mortgage and constituting real property and fixtures affixed has any marks or attached to such real propertynotations indicating that they have been pledged, securing the Secured Obligations, enforceable against each such Loan Party that is a party thereto and all third parties, and having priority over all other Liens except Permitted Mortgaged Property Liens, to the extent any such Permitted Mortgaged Property Liens would have priority over the Liens in favor of the Administrative Agent pursuant assigned or otherwise conveyed to any applicable Requirement of LawPerson other than the Borrower and Lender.

Security Interest in Collateral. (a) The Subject to the further provisions of this Section 3.17, the Security Agreement are is effective to create in favor of the Administrative Agent, Agent for the benefit of the Secured Parties, legal legal, valid and valid Liens on all enforceable security interests in the Collateral described thereintherein in which a security interest may be created under Article 9 of the UCC. When financing statements in appropriate form are filed in the applicable filing offices specified in the Security Agreement andPerfection Certificate and when stock certificates representing pledged capital stock that are “certificated securities” under the UCC are delivered to the Administrative Agent together with an effective indorsement, such filings and delivery of such stock certificates create valid perfected security interests in all such Collateral in favor of the Administrative Agent for the benefit of the Secured Parties to the extent such security interests can be created and perfected under Article 8 or 9 of the UCC and required under the Security Agreement, upon the taking of possession or control by the Administrative Agent terms of the Collateral described in the Security Agreement with respect Loan Documents to which a security interest may be perfected only by possession or control, such Liens shall constitute perfected and continuing Liens on the Collateralso perfected, securing the Secured Obligations, enforceable against the Loan Parties and all third parties, and having priority over all other Liens except on the Collateral and subject to no other Liens other than Liens permitted under Section 6.02 and subject to any priorities established by operation of applicable law, in each case to the case extent required by, and in accordance with, the terms and conditions of this Agreement and the Collateral Documents. Notwithstanding the foregoing, the representations and warranties contained in this Section 3.17, (a) Permitted Liens, shall not be deemed to the extent any such Permitted Liens would have priority over the Liens in favor be violated as a result of the Administrative Agent pursuant to any applicable Requirement existence of Law Permitted Encumbrances and other Liens permitted under Section 6.02 and (b) Liens perfected shall not apply to any Collateral with respect to which a Lien thereon may only be perfected, or as to which priority may be determined, by control or possession (including possession of any certificate of title) to the extent the Administrative Agent is has not required obtained or does not maintain control or possession or by any means other than the terms filing of UCC-1 financing statements, the filing of the Security Agreement toor a short form thereof with the PTO and the United States Copyright Office, and the possession in the State of New York or does not, maintain possession of such Collateral. (b) Each Mortgage is share certificates evidencing certificated securities together with an effective to create in favor of the Administrative Agent, for the benefit of the Secured Parties, legal and valid Liens on all the Property described thereinindorsement. When appropriate UCC-1 financing statements have been filed in all applicable offices and when the Mortgages are Security Agreement or a short form thereof is filed in the applicable county recording officesPTO and the United States Copyright Office, each Mortgage the Liens created by the Security Agreement shall constitute a fully perfected Lien Liens on, and security interest interests in, all right, title and interest of each Loan Party that is party to such Mortgage the grantors thereunder in that portion of Patents (as defined in the Collateral described Security Agreement) registered or applied for with the PTO or Copyrights (as defined in such Mortgage and constituting real property and fixtures affixed Security Agreement) registered or attached to such real propertyapplied for with the United States Copyright Office, securing as the Secured Obligations, enforceable against each such Loan Party that is a party thereto and all third partiescase may be, and having priority over all listed in such Security Agreement or short-form agreements, in each case subject to no Liens other than Liens except Permitted Mortgaged Property Liens, to the extent any such Permitted Mortgaged Property Liens would have priority over the Liens in favor of the Administrative Agent pursuant to any applicable Requirement of Lawpermitted under Section 6.02.

Security Interest in Collateral. (a) The provisions Debtor hereby grants to the Secured Parties a first-in-priority lien on and a continuing security interest in the Collateral together with all substitutions, replacements and proceeds, including all of the Security Agreement are effective foregoing now in existence and all thereof hereafter acquired by Debtor at any time or times regardless of whether prior to, contemporaneously with or subsequent to create in favor the incurring of any of the Administrative AgentDebtor’s Liabilities to the Secured Parties. (b) The security interest created herein shall attach without the execution or delivery to the Secured Parties of any instruments, for documents, assignments or other agreements of transfer, and in the benefit event that any such instruments, documents or other agreements of transfer are or will be delivered to the Secured Parties, the same are and will be in furtherance of the security interest created by virtue of this Agreement. (c) This security interest is given to secure payment and performance of the Liabilities of the Debtor to the Secured Parties. (d) At any time and from time to time, upon the request of the Secured Parties representing more than fifty percent (50%) of the total collective principal amount of the Notes (the “Majority Holders”), the Debtor will give, execute, deliver, file and/or record any notice, statement, instrument, document, agreement or other papers that may be necessary, or that the Majority Holders may reasonably request, in order to preserve, perfect or validate any security interest granted pursuant hereto or to enable the Secured Parties to exercise and enforce their rights hereunder or with respect to such security interest. (e) The right is expressly granted to the Majority Holders at their discretion, to file in those jurisdictions where the same is permitted, one or more financing statements under the Uniform Commercial Code signed only ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ on behalf of the Secured Parties, legal and valid Liens on all indicating therein the Collateral described thereintypes or describing the items of Security herein specified. When financing statements in appropriate form are Without the prior written consent of the Majority Holders, the Debtor shall not file or authorize or permit to be filed in the offices specified in the Security Agreement and, to the extent required under the Security Agreement, upon the taking of possession any jurisdiction any such financing or control by the Administrative Agent of the Collateral described in the Security Agreement with respect to which like statement other than such a security interest may be perfected only by possession or control, such Liens shall constitute perfected and continuing Liens on the Collateral, securing statement naming the Secured Obligations, enforceable against Parties as the Loan Parties and all third parties, and having priority over all other Liens except in the case of (a) Permitted Liens, to the extent any such Permitted Liens would have priority over the Liens in favor of the Administrative Agent pursuant to any applicable Requirement of Law and (b) Liens perfected only by possession (including possession of any certificate of title) to the extent the Administrative Agent is not required by the terms of the Security Agreement to, or does not, maintain possession of such Collateralsecured party. (b) Each Mortgage is effective to create in favor of the Administrative Agent, for the benefit of the Secured Parties, legal and valid Liens on all the Property described therein. When the Mortgages are filed in the applicable county recording offices, each Mortgage shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of each Loan Party that is party to such Mortgage in that portion of the Collateral described in such Mortgage and constituting real property and fixtures affixed or attached to such real property, securing the Secured Obligations, enforceable against each such Loan Party that is a party thereto and all third parties, and having priority over all other Liens except Permitted Mortgaged Property Liens, to the extent any such Permitted Mortgaged Property Liens would have priority over the Liens in favor of the Administrative Agent pursuant to any applicable Requirement of Law.

Security Interest in Collateral. (a) The provisions of To the extent the Security Agreement are effective to has been executed and delivered by the parties thereto and is then in effect, the Security Agreement will create legal and valid Liens on all the Collateral in favor of the Administrative Agent, for the benefit of the Secured Parties, legal and valid Liens on all (i) when the Collateral described therein. When consisting of certificated securities in registered form (as defined in the UCC) is delivered to the Administrative Agent in the State of New York of such original certificates, together with instruments of, transfer duly endorsed in blank and assuming that Borrower does not have notice of any “adverse claim” (as defined in Section 8-102(a)(1) of the UCC) to any of such Collateral consisting of certificated securities in registered form, the Liens under the Security Agreement will constitute a fully perfected security interest in all right, title and interest of the pledgors thereunder in such Collateral, prior and superior in right to any other Person, (ii) when a copyright security agreement is executed and delivered to the Administrative Agent and filed with the U.S. Copyright Office the Liens under the Security Agreement will constitute a fully perfected security interest in all right, title and interest of the pledgors thereunder in the copyrights listed thereto, (iii) when a trademark security agreement or a patent security agreement is executed and delivered to the Administrative Agent and filed with the U.S. Patent and Trademark Office the Liens under the Security Agreement will constitute a fully perfected security interest in all right, title and interest of the pledgors thereunder in the patents and trademarks listed thereto, and (iv) when financing statements in appropriate form are filed in the offices specified in applicable filing offices, the security interest created under the Security Agreement andwill constitute a fully perfected security interest in all right, title and interest of the Loan Parties in the remaining Collateral covered by the Security Agreement to the extent required under the Security Agreement, upon the taking of possession or control perfection can be obtained by the Administrative Agent of the Collateral described in the Security Agreement with respect to which a security interest may be perfected only by possession or control, such Liens shall constitute perfected and continuing Liens on the Collateral, securing the Secured Obligationsfiling UCC financing statements, enforceable against the applicable Loan Parties Party and all third parties, and having priority over all other Liens on the Collateral except in the case of (a) Permitted Liens, to the extent any such Permitted Liens would have priority over the Liens in favor of the Administrative Agent pursuant to any applicable Requirement of Law liens permitted by Section 6.02 and (b) Liens perfected only by possession (including possession certain items of any certificate Collateral located in or otherwise subject to foreign law where the grant of title) to a Lien or priority and perfection thereof in accordance with the extent the Administrative Agent is UCC may not required by the terms of the Security Agreement to, be recognized or does not, maintain possession of such Collateralenforceable. (b) Each Mortgage is effective to create in favor of the Administrative Agent, for the benefit of the Secured Parties, legal and valid Liens on all the Property described therein. When the Mortgages are filed in the applicable county recording offices, each Mortgage shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of each Loan Party that is party to such Mortgage in that portion of the Collateral described in such Mortgage and constituting real property and fixtures affixed or attached to such real property, securing the Secured Obligations, enforceable against each such Loan Party that is a party thereto and all third parties, and having priority over all other Liens except Permitted Mortgaged Property Liens, to the extent any such Permitted Mortgaged Property Liens would have priority over the Liens in favor of the Administrative Agent pursuant to any applicable Requirement of Law.

Security Interest in Collateral. (a) The provisions As of the Amendment and Restatement Effective Date, each of the Guarantee, and the Security Agreement are is effective to create in favor of the Administrative Collateral Agent, for the benefit of the Secured Parties, legal a legal, valid and valid Liens on all enforceable security interest in the Collateral described thereintherein and proceeds thereof. When In the case of the Pledged Securities described (and as defined) in the Security Agreement, when stock certificates representing such Pledged Securities are delivered to the Collateral Agent, and in the case of the other Collateral described in the Security Agreement, when financing statements and other filings specified in Schedule 5.23(a) in appropriate form are filed in the offices specified in Schedule 5.23(a), the Security Agreement andshall constitute a fully perfected Lien on, to the extent required under the Security Agreement, upon the taking of possession or control by the Administrative Agent of the Collateral described in the Security Agreement with respect to which a and security interest may be perfected only by possession or controlin, such Liens shall constitute perfected all rights, title and continuing Liens on the Collateral, securing the Secured Obligations, enforceable against interest of the Loan Parties in such Collateral and all third partiesproceeds thereof, and having priority over all as security for the Obligations, in each case subject to no other Liens except in the case of (a) Permitted Liens, to the extent any such Permitted Liens would have priority over other than the Liens in favor of the Administrative Agent pursuant to any applicable Requirement of Law and (b) Liens perfected only by possession (including possession of any certificate of title) to the extent the Administrative Agent is not required by the terms of the Security Agreement to, or does not, maintain possession of such Collateralpermitted under Section 7.01. (b) Each Mortgage As of the date of its recordation, each of the Mortgages is effective to create in favor of the Administrative Collateral Agent, for the benefit of the Secured Parties, legal a legal, valid and valid Liens enforceable Lien on all the Property Mortgaged Properties described therein. When , and when the Mortgages are filed recorded in the applicable county recording officesoffices specified in Schedule 5.24(b), each such Mortgage shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of each the Loan Party that is party to such Mortgage Parties in that portion of the Collateral Mortgaged Properties described in such Mortgage and constituting real property and fixtures affixed or attached to such real propertytherein, securing as security for the Secured Obligations, enforceable against in each such Loan Party that is a party thereto and all third parties, and having priority over all case subject to no other Liens except other than (i) Permitted Mortgaged Property LiensEncumbrances, to (ii) Liens created by or permitted under the extent any such Permitted Mortgaged Property Liens would have priority over Loan Documents, including, without limitation, the Liens permitted under Section 7.01 and (iii) minor defects in favor of title that do not materially interface with the Administrative Agent pursuant applicable Loan Parties’ ability to any applicable Requirement of Lawoperate their business in the manner in which they are currently being conducted.

Security Interest in Collateral. (a) The provisions under the Prior Financing Documents granting liens and security interests in the assets of Debtors are hereby reaffirmed and shall be incorporated into this Section 4 of this Agreement by reference and such liens and security interests in the assets described in such Prior Financing Documents shall continue to secure the Obligations hereunder. Each Debtor party to any of the Security Documents hereby reaffirms all the security grants and obligations of such Debtor under such Security Documents which Security Documents shall continue to remain in effect until all Obligations are paid in full and this Agreement is terminated. Each Debtor party to any of the Security Documents agrees, acknowledges and confirms with Secured Party that the term "DVI Indebtedness" as set forth in such Security Documents shall include all Obligations under this Agreement and the term "Collateral" as defined in such Security Documents shall secure the Obligations under this Agreement. In addition to the foregoing, each Debtor hereby grants and assigns a security interest to Secured Party and its successors and assigns in all the equipment and other property of such Debtor described in Schedule B attached to this Agreement, and all substitutions, renewals or replacements of and alterations, additions or improvements, if any, to such Collateral together with in each and every case all proceeds thereof. Each Debtor irrevocably authorizes Secured Party(or its agent) to file at any time and from time to time such financing statements under the uniform commercial code of any jurisdiction with respect to the Collateral as Secured Party may require and any amendments or continuations thereto, in each case naming a Debtor, as debtor, and Secured Party, as secured party, under such financing statements, amendments and continuations. Each item of Collateral shall secure all the Obligations and all other present and future indebtedness or obligations of Debtors to Secured Party of every kind and nature whatsoever. Each Debtor warrants and agrees that the Collateral will be used primarily for business or commercial purposes and that regardless of the manner of affixation the Collateral shall remain personal property and shall not become part of the real estate. Each Debtor agrees to keep the Collateral at the locations of such Debtor set forth on Schedule B and will not make any change in the location of the Collateral without the prior written consent of Secured Party. TIME IS OF THE ESSENCE; LATE CHARGES. TIME IS OF THE ESSENCE IN THIS AGREEMENT AND IF ANY SCHEDULED INSTALLMENT IS NOT PAID WITHIN THE TEN (10) DAYS AFTER THE DUE DATE THEREOF, SECURED PARTY SHALL HAVE THE RIGHT TO ADD AND COLLECT, AND DEBTORS, JOINTLY AND SEVERALLY, AGREE TO PAY, A LATE CHARGE ON AND IN ADDITION TO, SUCH SCHEDULED INSTALLMENT EQUAL TO FIVE PERCENT (5%) OF SUCH SCHEDULED INSTALLMENT OR A LESSER AMOUNT IF ESTABLISHED BY ANY STATE OR FEDERAL STATUTE APPLICABLE THERETO. NO WARRANTIES. THIS AGREEMENT IS SOLELY A FINANCING AGREEMENT. EACH DEBTOR ACKNOWLEDGES THAT: THE COLLATERAL HAS BEEN SELECTED AND ACQUIRED SOLELY BY SUCH DEBTOR FOR SUCH DEBTOR'S PURPOSES; SECURED PARTY IS NOT THE MANUFACTURER, DEALER, VENDOR OR SUPPLIER OF SAID COLLATERAL; THE COLLATERAL IS OF A SIZE, DESIGN CAPACITY, DESCRIPTION AND MANUFACTURE SELECTED BY THE DEBTOR; DEBTOR IS SATISFIED THAT THE COLLATERAL IS SUITABLE AND FIT FOR ITS PURPOSES; AND SECURED PARTY HAS NOT MADE AND DOES NOT MAKE ANY WARRANTY OR REPRESENTATION WHATSOEVER, EITHER EXPRESS OR IMPLIED AS TO THE FITNESS, CONDITION, MERCHANTABILITY, DESIGN OR OPERATION OF THE COLLATERAL, ITS FITNESS FOR ANY PARTICULAR PURPOSE, THE VALUE OF THE COLLATERAL, WORKMANSHIP IN THE COLLATERAL, NOR ANY OTHER REPRESENTATION OR WARRANTY WHATSOEVER. EACH DEBTOR ACKNOWLEDGES AND AGREES THAT NEITHER THE MANUFACTURER, VENDOR, A DEALER OR SUPPLIER, NOR ANY SALESMAN, REPRESENTATIVE, OR OTHER AGENT OF THE MANUFACTURER, DEALER, VENDOR OR SUPPLIER, IS AN AGENT OF SECURED PARTY. NO SALESMAN, REPRESENTATIVE OR AGENT OF THE MANUFACTURER, DEALER VENDOR OR SUPPLIER IS AUTHORIZED TO WAIVE OR ALTER ANY TERM OR CONDITION OF THIS AGREEMENT AND NO REPRESENTATION AS TO THE COLLATERAL OR ANY OTHER MATTER BY ANY MANUFACTURER DEALER, VENDOR OR SUPPLIER SHALL AFFECT ANY DEBTOR'S DUTY TO PAY THE LOAN AND PERFORM THE OTHER OBLIGATIONS AS SET FORTH IN THIS AGREEMENT. INSURANCE AND RISK OF LOSS. ALL RISK OF LOSS OF, DAMAGE TO, OR DESTRUCTION OR THE COLLATERAL SHALL AT ALL TIMES BE ON DEBTORS. EACH DEBTOR WILL PROCURE FORTHWITH AND MAINTAIN PROPERTY AND GENERAL LIABILITY INSURANCE WITH EXTENDED OR COMBINED ADDITIONAL COVERAGE ON THE COLLATERAL FOR THE FULL INSURABLE VALUE THEREOF FOR THE LIFE OF THIS AGREEMENT PLUS SUCH OTHER INSURANCE AS SECURED PARTY MAY SPECIFY AND PROMPTLY DELIVER EACH TO SECURED PARTY WITH A STANDARD LONG FORM ENDORSEMENT ATTACHED SHOWING LOSS PAYABLE TO SECURED PARTY OR ASSIGNS AS RESPECTIVE INTERESTS MAY APPEAR. SUCH POLICIES SHALL NAME EACH SUCH DEBTOR AS OWNER OF THE COLLATERAL AND SECURED PARTY AS INSURED OR LOSS PAYEE AS THE CASE MAY BE. EACH INSURER SHALL AGREE BY ENDORSEMENT UPON SUCH POLICY ISSUED BY IT OR BY INDEPENDENT INSTRUMENT FURNISHED TO SECURED PARTY AND EACH SUCH DEBTOR THAT IT WILL GIVE SECURED PARTY AND SUCH DEBTOR THIRTY (30) DAYS WRITTEN NOTICE BEFORE THE POLICY IN QUESTION SHALL BE MATERIALLY ALTERED OR CANCELLED. SECURED PARTY'S ACCEPTANCE OF POLICIES IN LESSER AMOUNTS OR RISKS SHALL NOT BE A WAIVER OF DEBTORS' FOREGOING OBLIGATION. DEBTORS' REPRESENTATIONS AND WARRANTIES. EACH DEBTOR REPRESENTS AND WARRANTS TO SECURED PARTY AS FOLLOWS: Such Debtor is a corporation fully organized and existing under the laws of the State of its incorporation without limit as to the duration of its existence and is authorized and in good standing to do business in said State. Such Debtor has corporate powers and adequate authority, rights and franchises to own its own property and to carry on its business as now conducted, and is duly qualified and in good standing in each state in which the character of the properties owned by it therein or the conduct of its business makes such qualifications necessary; and such Debtor has the corporate power and adequate authority to make and carry out this Agreement. The execution, delivery and performance of this Agreement are effective duly authorized and do not, to create the best of such Debtor's knowledge, require the consent or approval of any governmental body or other regulatory authority; are not in the contravention of or in conflict with any law, regulation or any term or provision of its articles or certificate of incorporation, bylaws and this Agreement is the valid, binding and legally enforceable obligation of such Debtor in accordance with its terms. The execution, delivery and performance of this Agreement will not contravene or conflict with any agreement, indenture or undertaking to which such Debtor is a party or by which it or any of its property may be bound by or affected, and will not cause any lien, charge or other encumbrance to be created or imposed upon any such property by-reason thereof. After giving effect to the releases contemplated by Section 17(f) hereof, such Debtor has good and valid title to its Collateral which is free from, and will be kept free from, all liens, claims, security interests and encumbrances, except for the security interest granted in favor of Secured Party. No financing statement covering the Administrative AgentCollateral listed on Schedule B hereto or any proceeds thereof is on file in favor of anyone other than Secured Party, for unless the benefit lien evidenced by such financing statement is subordinated to the liens of Secured Party in a manner acceptable to Secured Party. All necessary action, including the filing of UCC-1 Financing Statements, has been taken in order to provide Secured Party with a perfected security interest in the Collateral. Such Debtor (i) has obtained all material permits, licenses and other authorizations that are required under Health Care Laws applicable to such Debtor, (ii) is in compliance in all material respects with all terms and conditions of such required permits, licenses and authorizations and (c) is in compliance in all material respects with all other limitations, restrictions, conditions, standards, prohibitions, requirements, obligations, schedules and timetables contained in such Health Care Laws. DEBTORS' AGREEMENTS. EACH DEBTOR AGREES: To defend at such Debtor's own cost and expense any action, proceeding or claim affecting the Collateral. To promptly pay all Secured Party Expenses upon demand by Secured Party. To pay promptly all taxes, assessments, license fees and other public or private charges when levied or assessed against the Collateral or this Agreement and this obligation shall survive the termination of this Agreement. That if a certificate of title is required or permitted by law, such Debtor shall obtain such certificate with respect to the Collateral, showing the security interests of Secured Party thereon and in any event do everything necessary or expedient to preserve or perfect the security interest of Secured Party. That such Debtor will not misuse, fail to keep in good repair, secrete, or without the prior written consent of Secured Party and notwithstanding Secured Party's claim to proceeds, sell, rent, lend, encumber or transfer any of the Collateral. That Secured Parties, legal and valid Liens on all Party may enter upon such Debtor's premises or wherever the Collateral described thereinmay be located at any reasonable time to inspect the Collateral and such Debtor's books and records pertaining to the Collateral and such Debtor shall assist Secured Party in making such inspection. When financing statements That the security interest granted by such Debtor to Secured Party shall continue effective irrespective of the payment of the Obligations, so long as there are any obligations of any kind, including obligations under guaranties or assignments, owed by any Debtor to Secured Party. ▇▇▇▇ and identify the Collateral with all information and such manner as Secured Party may request from time-to-time and replace promptly any such markings or identification which are removed, de laced or destroyed. Indemnify and hold Secured Party harmless from and against all claims, losses liabilities (including negligence, tort and strict liability), damages, judgments, suits and all legal proceedings and any and all costs and expense in appropriate form are filed connection therewith (including attorney's fees) arising out of or in any manner connected with the offices specified in manufacture, purchase, financing, ownership, delivery, rejection, nondelivery, possession use, transportation storage operation, maintenance, repair, return or other disposition of the Security Collateral or with this Agreement andor any other Loan Documents including, without limitation, claims for injury to, or death of, persons and for damage, to the extent required under the Security Agreementproperty, upon the taking and give Secured Party prompt notice of such claim or liability. Such Debtor will not sell, assign, transfer, dispose of or otherwise part with possession or control by or suffer or allow to pass out of its possession or control items of Collateral listed on Schedule B without the Administrative Agent prior written consent of the Collateral described Secured Party. That such Debtor shall not ASSIGN OR IN ANY WAY DISPOSE OF ALL OR ANY PART OF ITS RIGHTS OR OBLIGATIONS UNDER THIS AGREEMENT OR SELL, LEASE OR TRANSFER OR PLEDGE OR HYPOTHECATE ANY PART OF THE COLLATERAL. EACH DEBTOR'S INTEREST IN THIS AGREEMENT AND THE COLLATERAL IS NOT ASSIGNABLE AND WILL NOT BE ASSIGNED OR TRANSFERRED BY OPERATION OF LAW. CONSENT TO ANY OF THE FOREGOING PROHIBITED ACTS APPLIES ONLY IN THE GIVEN INSTANCE AND IS NOT CONSENT TO SUBSEQUENT LIKE ACT BY A DEBTOR OR ANOTHER ENTITY. To (i) comply in the Security Agreement all material respects with, and will obtain all material permits required by, all Health Care Laws applicable to it and (ii) promptly furnish to Secured Party a copy of any communication from any governmental authority concerning any material violation of any Health Care Laws. That it will not agree or consent to any amendments or modifications to any agreement between any Debtor or Primedex Health System, Inc. and U.S. Bank (as trustee and its affiliate (U.S. Bank Portfolio Services), as servicer with respect to securitization trusts established by Secured Party or affiliates of Secured Party but excluding DVI Receivables Corp. III), General Electric Capital Corporation or ▇▇▇▇▇ Fargo Foothill (or any other financing which a security replaces such financing containing terms (including, but not limited to, increasing interest may be perfected only by possession rates, accelerating the principal amortization or controlmaturity, such Liens shall constitute perfected and continuing Liens on the Collateralnew or more stringent defaults, securing the Secured Obligations, enforceable against the Loan Parties and all third partiesadditional collateral, and having priority over all other Liens except in the case of (anew remedies provisions) Permitted Liens, to the extent any such Permitted Liens that would have priority over the Liens in favor of the Administrative Agent pursuant be more onerous to any applicable Requirement of Law and (b) Liens perfected only by possession (including possession of any certificate of title) debtor or that would adversely impact or affect Secured Party with respect to the extent the Administrative Agent is not required by the terms of the Security Agreement to, or does not, maintain possession this Agreement. That it will continue to satisfy all claims of such Collateral. (b) Each Mortgage is effective third parties relating to create in favor any of the Administrative Agent, for the benefit of the Secured PartiesPrior Financing Documents which are unfunded. That it will not change its legal name, legal and valid Liens entity status or chief executive office from that set forth on all the Property described therein. When the Mortgages are filed in the applicable county recording offices, each Mortgage shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of each Loan Party that is party to such Mortgage in that portion of the Collateral described in such Mortgage and constituting real property and fixtures affixed or attached to such real property, securing the Secured Obligations, enforceable against each such Loan Party that is a party thereto and all third parties, and having priority over all other Liens except Permitted Mortgaged Property Liens, to the extent any such Permitted Mortgaged Property Liens would have priority over the Liens in favor of the Administrative Agent pursuant to any applicable Requirement of LawSchedule C hereto.

Security Interest in Collateral. (a) The Subject to any laws restricting the enforceability against a Governmental Authority of an assignment of Accounts arising under Medicare and Medicaid, the provisions of this Agreement and the Security Agreement are effective to other Credit Documents create legal, valid and enforceable Liens on all the Collateral in favor of the Administrative Collateral Agent, for the benefit of Collateral Agent and the Secured PartiesLenders (except as enforceability may be limited by applicable bankruptcy, legal insolvency, reorganization, moratorium or other laws relating to or affecting generally the enforceability of creditors’ rights and valid Liens on all subject to applicable laws restricting the Collateral described therein. When enforceability against a Governmental Authority of the assignment of Accounts arising under Medicare and Medicaid), and (i) when financing statements and other filings in appropriate form are filed in the offices specified in the Security Agreement and, on Schedule I to the extent required under Collateral Questionnaire (along with the Security Agreementpayment of appropriate fees), (ii) upon the taking of possession or control by the Administrative Collateral Agent of the Collateral described in the Security Agreement with respect to which a security interest may be perfected only by possession or controlcontrol (which possession or control shall be given to Collateral Agent to the extent possession or control by Collateral Agent is required by the Pledge and Security Agreement), and (iii) upon registration of Collateral Agent’s Lien with respect to certificates of title (which shall only be required to the extent required by the Pledge and Security Agreement), such Liens shall constitute perfected and continuing First Priority Liens on the CollateralCollateral to the extent such perfection is required by the Credit Documents and may be perfected under the UCC in effect at the relevant time in the relevant jurisdiction, securing the Secured ObligationsObligations only to the extent a Lien can be perfected and the appropriate filings have been made, enforceable against the Loan Parties applicable Credit Party (except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws relating to or affecting generally the enforceability of creditors’ rights and all third partiessubject to applicable laws restricting the enforceability against a Governmental Authority of the assignment of Accounts arising under Medicare and Medicaid and except to the extent that availability of the remedy of specific performance or injunctive relief is granted by the court before which any proceeding therefore may be brought), and having priority over all other Liens on the Collateral except in the case of (a) Permitted Liens, to the extent any such Permitted Liens would have priority over the Liens in favor of the Administrative Collateral Agent pursuant to any applicable Requirement of Law law or agreement and (b) Liens perfected only by possession (including possession of any certificate of title) ), control or notation to the extent the Administrative Collateral Agent is has not required by the terms of the Security Agreement toobtained or does not maintain possession, control of, or does notnotation on, maintain possession of such Collateral. (b) Each Mortgage is effective to create in favor of the Administrative Agent, for the benefit of the Secured Parties, legal and valid Liens on all the Property described therein. When the Mortgages are filed in the applicable county recording offices, each Mortgage shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of each Loan Party that is party to such Mortgage in that portion of the Collateral described in such Mortgage and constituting real property and fixtures affixed or attached to such real property, securing the Secured Obligations, enforceable against each such Loan Party that is a party thereto and all third parties, and having priority over all other Liens except Permitted Mortgaged Property Liens, to the extent any such Permitted Mortgaged Property Liens would have priority over the Liens in favor of the Administrative Agent pursuant to any applicable Requirement of Law.

Security Interest in Collateral. (a) The provisions of this Agreement and the Security Agreement are effective to other Loan Documents create legal and valid Liens on all the Collateral in favor of the Administrative Agent, for the benefit of the Collateral Agent and the Secured Parties, legal and valid Liens on all the Collateral described therein. When financing statements in appropriate form are filed in the offices specified in the Security Agreement and, to the extent required under the Security Agreement, upon the taking of possession or control by the Administrative Agent of the Collateral described in the Security Agreement with respect to which a security interest may be perfected only by possession or control, such Liens shall constitute perfected and continuing Liens on the Collateral, securing the Secured Obligations, enforceable against the applicable Loan Parties Party and all third parties, and having priority over all other Liens on the Collateral except in the case of (ai) Permitted LiensEncumbrances, to the extent any such Permitted Liens Encumbrances would have priority over the Liens in favor of the Administrative Agent pursuant to any applicable Requirement of Law and law or agreement, (bii) Liens perfected only by possession (including possession of any certificate of title) to the extent the Administrative Agent is has not required by the terms of the Security Agreement to, obtained or does not, not maintain possession of such Collateral, (iii) Liens in favor of the First Lien Term Loan Lenders with respect to the First Lien Term Loan Collateral and (iv) Liens in favor of the Second Lien Term Loan Lenders with respect to the Second Lien Term Loan Collateral. (b) Each Mortgage is effective to The provisions of this Agreement and the other Loan Documents create legal and valid Liens on all of the First Lien Term Loan Collateral and Second Lien Term Loan Collateral in favor of the Administrative Agent, for the benefit of the Administrative Agent and the Secured Parties, legal and valid such Liens constitute perfected and continuing Liens on all the Property described therein. When the Mortgages are filed in the applicable county recording offices, each Mortgage shall constitute a fully perfected First Lien on, Term Loan Collateral and security interest in, all right, title and interest of each Second Lien Term Loan Party that is party to such Mortgage in that portion of the Collateral described in such Mortgage and constituting real property and fixtures affixed or attached to such real propertyCollateral, securing the Secured Obligations, enforceable against each such the applicable Loan Party that is a party thereto and all third parties, and having priority over all other Liens on the First Lien Term Loan Collateral and Second Lien Term Loan Collateral except (a) Liens in favor of the First Lien Term Loan Lenders and Second Lien Term Loan Lenders, (b) in the case of Permitted Mortgaged Property LiensEncumbrances, to the extent any such Permitted Mortgaged Property Liens Encumbrances would have priority over the Liens in favor of the Administrative Agent pursuant to any applicable Requirement law or agreement, and (c) Liens perfected only by possession (including possession of Lawany certificate of title) to the extent the Administrative Agent has not obtained or does not maintain possession of such First Lien Term Loan Collateral and Second Lien Term Loan Collateral.

Security Interest in Collateral. (a) The provisions This Agreement is intended to constitute a security agreement within the meaning of the Security UCC. As security for Borrower’s payment to Lender, as assignee of Issuer, of Loan Payments and all other amounts payable to Lender hereunder, Borrower hereby grants to Lender a security interest constituting a first lien on the Collateral. To the extent that the same entity (or an affiliate thereof) is the lender under this Agreement are effective and under any other document or agreement with Borrower, the security interest in the Collateral shall secure all of Borrower’s obligations under all such agreements, but shall not secure Borrower’s obligations under any such agreements under which a different entity is the lender. Borrower ratifies its previous authorization for Lender to create in favor pre-file UCC financing statements and any amendments thereto describing the Collateral and containing any other information required by the applicable UCC. Borrower authorizes Lender, and hereby grants Lender a power of attorney (which is coupled with an interest), to file financing statements and amendments thereto describing the Collateral and containing any other information required by the applicable UCC and all proper terminations of the Administrative Agent, for the benefit filings of the Secured Parties, legal and valid Liens on all the Collateral described therein. When financing statements in appropriate form are filed in the offices specified in the Security Agreement and, to the extent required under the Security Agreement, upon the taking of possession or control by the Administrative Agent of the Collateral described in the Security Agreement other secured parties with respect to which a security interest may be perfected only by possession or control, such Liens shall constitute perfected and continuing Liens on the Collateral, securing the Secured Obligationsin such form and substance as Lender, enforceable against the Loan Parties in its sole discretion, may determine. Borrower agrees to execute such additional documents, including demands for terminations, assignments, affidavits, notices and all third partiessimilar instruments, in form satisfactory to Lender, and having priority over all take such other Liens except actions that Lender deems necessary or appropriate to establish and maintain the security interest created by this Section, and Borrower hereby designates and appoints Lender as its agent, and grants to Lender a power of attorney (which is coupled with an interest), to execute on behalf of Borrower such additional documents and to take such other actions. Borrower hereby waives any right that Borrower may have to file with the applicable filing officer any financing statement, amendment, termination or other record pertaining to the Collateral and/or Lender’s interest therein. If requested by Lender, Borrower shall obtain a landlord and/or mortgagee’s consent and waiver with respect to the property where the Collateral is located. If requested by Lender, Borrower shall conspicuously ▇▇▇▇ the Collateral with appropriate lettering, labels or tags, and maintain such markings, so as clearly to disclose Lender’s security interest in the case of (a) Permitted Liens, to the extent any such Permitted Liens would have priority over the Liens in favor of the Administrative Agent pursuant to any applicable Requirement of Law and (b) Liens perfected only by possession (including possession of any certificate of title) to the extent the Administrative Agent is not required by the terms of the Security Agreement to, or does not, maintain possession of such Collateral. (b) Each Mortgage is effective to create in favor of the Administrative Agent, for the benefit of the Secured Parties, legal and valid Liens on all the Property described therein. When the Mortgages are filed in the applicable county recording offices, each Mortgage shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of each Loan Party that is party to such Mortgage in that portion of the Collateral described in such Mortgage and constituting real property and fixtures affixed or attached to such real property, securing the Secured Obligations, enforceable against each such Loan Party that is a party thereto and all third parties, and having priority over all other Liens except Permitted Mortgaged Property Liens, to the extent any such Permitted Mortgaged Property Liens would have priority over the Liens in favor of the Administrative Agent pursuant to any applicable Requirement of Law.

Security Interest in Collateral. (a) The provisions of this Agreement and the Security Agreement other Loan Documents are effective to create in favor of the Administrative Agent, for the benefit of the Secured Parties, legal a legal, valid and valid Liens on all enforceable security interest in the Collateral. In the case of (i) the Pledged Equity Interests described in the Guarantee and Collateral described therein. When Agreement, when stock certificates representing such certificated Pledged Equity Interests are delivered to the Administrative Agent (together with a properly completed and executed stock power or endorsement) or when financing statements in appropriate form are filed in the offices specified in on Schedule 4.19(a), (ii) Deposit Accounts, when such Deposit Accounts are subject to a Deposit Account Control Agreement and (iii) the Security Agreement and, to the extent required under the Security Agreement, upon the taking of possession or control by the Administrative Agent of the other Collateral described in the Security Guarantee and Collateral Agreement, when financing statements and other filings specified on Schedule 4.19(a) (or otherwise notified to the Administrative Agent) in appropriate form are filed in the offices specified on Schedule 4.19(a) (or otherwise notified to the Administrative Agent), the Guarantee and Collateral Agreement with respect to which shall constitute a fully perfected Lien on, and security interest may be perfected only by possession or controlin, such Liens shall constitute perfected all right, title and continuing Liens on the Collateral, securing the Secured Obligations, enforceable against interest of the Loan Parties in such Collateral (other than motor vehicles, aircraft, vessels, leasehold estates in real property and all third partiesintellectual property registrations outside the United States) and the proceeds thereof, as security for the Obligations, in each case prior and having priority over all superior in right to any other Liens except Person (except, in the case of (a) Permitted LiensCollateral other than Pledged Equity Interests, to the extent any such Permitted Liens would have priority over the Liens in favor of the Administrative Agent pursuant to any applicable Requirement of Law and (b) Liens perfected only permitted by possession (including possession of any certificate of title) to the extent the Administrative Agent is not required by the terms of the Security Agreement to, or does not, maintain possession of such CollateralSection 7.3). (b) Each Mortgage Upon execution and delivery thereof, each of the Mortgages is effective to create in favor of the Administrative Agent, for the benefit of the Secured Parties, legal a legal, valid and valid Liens enforceable Lien on all the Property Mortgaged Properties described therein. When therein and proceeds thereof, and when the Mortgages are filed in the applicable county recording officesoffices specified 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 such Mortgaged Properties and the proceeds thereof, as security for the Obligations (as defined in the relevant Mortgage), in each Loan Party that is party case prior and superior in right to such Mortgage in that portion any other Person except Liens permitted by Section 7.3. Schedule 4.19(b) lists, as of the Collateral described in such Mortgage and constituting Closing Date, each parcel of owned real property located in the United States and fixtures affixed held by the Borrower or attached to such real propertyany of its Subsidiaries that has a value, securing in the Secured Obligations, enforceable against each such Loan Party that is a party thereto and all third parties, and having priority over all other Liens except Permitted Mortgaged Property Liens, to the extent any such Permitted Mortgaged Property Liens would have priority over the Liens in favor reasonable opinion of the Administrative Agent pursuant to any applicable Requirement Borrower, in excess of Law$750,000.

Security Interest in Collateral. (a) The provisions of this Agreement and the Security Agreement are effective to other Loan Documents create legal and valid Liens on all the Collateral in favor of the Administrative Agent, for the benefit of the Holders of Secured PartiesObligations, legal and valid Liens on all and, upon the Collateral described therein. When filing of appropriate financing statements in appropriate form are filed and, with respect to any intellectual property, filings in the offices specified in United States Patent and Trademark Office and the Security Agreement andUnited States Copyright Office, or taking such other action as may be required for perfection under applicable Law, such Liens will constitute, to the extent required under the Security Agreement, upon the taking of possession or control by the Administrative Agent of the Collateral described in the Security Agreement with respect to which a security interest may be perfected only by possession or controlLoan Documents, such Liens shall constitute perfected and continuing Liens on the Collateral, securing the Secured Obligations, enforceable against the applicable Loan Parties Party and all third parties, and having priority over all other Liens on the Collateral except in the case of (a) other than with respect to Permitted Liens, to the extent any such Permitted Liens would have priority over the Liens in favor of the Administrative Agent pursuant to any applicable Requirement of Law and Law, (b) in the case of Liens perfected only by possession (including possession of any certificate of title) to the extent the Administrative Agent is has not obtained or does not maintain possession of such Collateral and (c) to the extent that perfection of such security interests and Liens are not required by the terms Loan Documents. No representation or warranty is made under the Laws of any non-U.S. jurisdiction with respect to the Security Agreement to, perfection or does not, maintain possession priority of such Collateralany security interest in the Equity Interests issued by any Foreign Subsidiary. (b) Each Mortgage is effective to create create, in favor of the Administrative Agent, for the benefit of the Secured Parties, legal legal, valid and valid enforceable first priority Liens on all the Property described therein. When applicable Loan Parties’ right, title and interest in and to the Mortgaged Properties covered by such Mortgage, subject only to Permitted Liens, and when the Mortgages are filed recorded in the appropriate recording or filing office of each applicable county recording officesgovernmental subdivision where such Mortgaged Property is situated, each Mortgage the Mortgages shall constitute a fully perfected Lien Liens on, and security interest interests in, all right, title and interest of the Loan Parties in the Mortgaged Properties, in each Loan Party that is party to such Mortgage case prior and superior in that portion of the Collateral described in such Mortgage and constituting real property and fixtures affixed or attached to such real property, securing the Secured Obligations, enforceable against each such Loan Party that is a party thereto and all third parties, and having priority over all other Liens except Permitted Mortgaged Property Liens, to the extent any such Permitted Mortgaged Property Liens would have priority over the Liens in favor of the Administrative Agent pursuant right to any applicable Requirement of Lawother person, other than Permitted Liens.

Security Interest in Collateral. (a) The provisions of Guarantee and Collateral Agreement, upon execution and delivery thereof by the Security Agreement are effective to parties thereto, will create in favor of the Administrative each Collateral Agent, for the benefit of the Applicable Secured PartiesParties (as defined in the Guarantee and Collateral Agreement), legal a legal, valid and valid Liens on all enforceable (subject to applicable bankruptcy, insolvency, reorganization, moratorium, capital impairment, recognition of judgments, recognition of choice of law, enforcement of judgments or other similar laws 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) security interest in the Collateral described therein. When financing statements in appropriate form are filed (as defined in the offices specified Guarantee and Collateral Agreement). (1) When any Pledged Collateral (as defined in the Security Agreement and, Guarantee and Collateral Agreement) constituting “certificated securities” (as defined in the UCC) is delivered to the extent required under the Security Agreement, upon the taking of possession any Collateral Agent (or control by the Administrative Agent any agent of the Collateral described in the Security Agreement with respect to which a security interest may be perfected only by possession or control, such Liens shall constitute perfected and continuing Liens on the Collateral, securing the Secured Obligations, enforceable against the Loan Parties and all third parties, and having priority over all other Liens except in the case of (a) Permitted Liens, to the extent any such Permitted Liens would have priority over the Liens in favor of the Administrative Agent pursuant to any applicable Requirement of Law and (b) Liens perfected only by possession (including possession of any certificate of title) to the extent the Administrative Agent is not required as contemplated by the terms of Leidos/Spinco Intercreditor Agreement), the Security Lien created under the Guarantee and Collateral Agreement to, or does not, maintain possession of such Collateral. (b) Each Mortgage is effective to create in favor of the Administrative Agent, for the benefit of the Secured Parties, legal and valid Liens on all the Property described therein. When the Mortgages are filed in the applicable county recording offices, each Mortgage shall constitute a fully perfected first priority Lien on, and security interest in, all right, title and interest of the Loan Parties in such Pledged Collateral, in each Loan Party that is party case prior and superior in right to such Mortgage any other Person, other than with respect to non-consensual Liens expressly permitted by Section 6.01 and subject to the Leidos/Spinco Intercreditor Agreement, and (2) when the financing statements in that portion appropriate form describing the Collateral as “all assets” or using language of similar import or otherwise containing a reasonable description of the Collateral described are filed in the offices specified in the Perfection Certificate, the Lien created under the Guarantee and Collateral Agreement in the Collateral that may be perfected by the filing of a financing statement in such Mortgage and constituting real property and fixtures affixed or attached to such real property, securing the Secured Obligations, enforceable against each such Loan Party that is office will constitute a party thereto and all third partiesfully perfected first priority Lien on, and having security interest in, all right, title and interest of the Loan Parties in such Collateral, in each case prior and superior in right to any other Person, other than with respect to Liens expressly permitted by Section 6.01 and subject to the Leidos/Spinco Intercreditor Agreement. (c) Upon the recordation of the Guarantee and Collateral Agreement (or a short-form security agreement in form and substance reasonably satisfactory to the Borrower and the applicable Collateral Agent) with the United States Patent and Trademark Office and the United States Copyright Office, together with the financing statements in appropriate form referenced in Section 4.18(b) filed in the offices specified in the Perfection Certificate, the Lien created under the Guarantee and Collateral Agreement will constitute a fully perfected first priority over Lien on, and security interest in, all other Liens except Permitted Mortgaged right, title and interest of the Loan Parties in the United States registered or applied-for Intellectual Property Liens, (as defined in the Guarantee and Collateral Agreement) included in the Collateral to the extent a security interest may be perfected by recording a security interest with the United States Patent and Trademark Office or United States Copyright Office, in each case prior and superior in right to any such Permitted Mortgaged Property other Person, other than with respect to Liens would have priority over expressly permitted by Section 6.01 and subject to the Liens Leidos/Spinco Intercreditor Agreement (it being understood and agreed 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 and issued patents, copyright, trademark and patent applications and registered copyrights acquired or filed by the Loan Parties after the date hereof). (d) Each Mortgage is effective to create in favor of the Administrative Agent pursuant applicable Collateral Agent, for the benefit of the Secured Parties, a legal, valid and enforceable (subject to applicable bankruptcy, insolvency, reorganization, moratorium, capital impairment, recognition of judgments, recognition of choice of law, enforcement of judgments or other similar laws 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) first priority Lien on all of the applicable Loan Party’s right, title and interest in and to the Mortgaged Property described therein and the proceeds thereof, and when such Mortgage is executed, delivered and filed in the offices specified in Perfection Certificate, such Mortgage shall constitute a fully perfected first priority Lien on, and security interest in, all right, title and interest of such Loan Party in such Mortgaged Property and the proceeds thereof, in each case prior and superior in right to any applicable Requirement of Lawother Person, other than with respect to Liens expressly permitted by Section 6.01 and subject to the Leidos/Spinco Intercreditor Agreement.

Security Interest in Collateral. (a) The provisions of the Security Agreement are effective to create in favor of the Administrative Agent, for the benefit of the Secured Parties, legal and valid Liens on all the Collateral described therein. When financing statements in appropriate form are filed in the offices specified in the Security Agreement and, to the extent required under the Security Agreement, upon the taking of possession or control by the Administrative Agent of the Collateral described in the Security Agreement with respect to which a security interest may be perfected only by possession or control, such Liens shall constitute perfected and continuing Liens on the Collateral, securing the Secured Obligations, enforceable against the Loan Parties and all third parties, and having priority over all other Liens except in the case of (a) Permitted Liens, to the extent any such Permitted Liens would have priority over the Liens in favor of the Administrative Agent pursuant to any applicable Requirement of Law and (b) Liens perfected only by possession (including possession of any certificate of title) to the extent the Administrative Agent is not required by the terms of the Security Agreement to, or does not, maintain possession of such Collateral. (b) Each Mortgage is effective to create in favor of the Administrative Agent, for the benefit of the Secured Parties, legal and valid Liens on all the Property described therein. When the Mortgages are filed in the applicable county recording offices, each Mortgage shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of each Loan Party that is party to such Mortgage in that portion of the Collateral described in such Mortgage and constituting real property and fixtures affixed or attached to such real property, securing the Secured Obligations, enforceable against each such Loan Party that is a party thereto and all third parties, and having priority over all other Liens except Permitted Mortgaged Property Liens, to the extent any such Permitted Mortgaged Property Liens would have priority over the Liens in favor of the Administrative Agent pursuant to any applicable Requirement of Law. (c) Notwithstanding anything to the contrary herein, if, at any time after the Effective Date, the Borrower commences an Interim Investment Grade Period, then at all times during such Interim Investment Grade Period, the provisions of this Section 3.17 (other than this clause (c)) will be deemed to be inapplicable and shall be disregarded for all purposes during such Interim Investment Grade Period.

Security Interest in Collateral. (a) The provisions of this Agreement and the Security Agreement are effective to other Loan Documents create legal and valid Liens on all the Collateral in favor of the Administrative Agent, for the benefit of the Secured PartiesAdministrative Agent and the Lenders, legal and valid Liens on all the Collateral described therein. When when (i) financing statements and other filings, including, without limitation any short form intellectual property security agreements, fixture filings and other real estate filings, in appropriate form are filed in the appropriate offices specified in the Security Agreement andcase of Liens perfected by filing (provided, however, that additional filings may be necessary to perfect the extent required under Administrative Agent’s Lien on any intellectual property acquired after the Security Agreementdate hereof), upon the taking of possession or control by (ii) the Administrative Agent takes possession, control or assignment of the Collateral described in the Security Agreement with respect to which a security interest may be perfected only by possession, control or assignment (which possession, control or assignment shall be given to the Administrative Agent to the extent possession or controlcontrol by the Administrative Agent is required by each Collateral Document) or (iii) the Administrative Agent’s Lien on any Collateral represented by a certificate of title is noted (which notation shall be required to the extent set forth in the Collateral Documents) in the case of Liens perfected by notation, such Liens shall constitute perfected and continuing Liens on the Collateral, securing the Secured Obligations, enforceable against the applicable Loan Parties Party and all third partiesparties (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), and having priority over all other Liens on the Collateral to the extent provided in the Intercreditor Agreement except in the case of (a) Customary Permitted Liens, Liens set forth on Schedule 6.02 and Liens permitted by Section 6.02(d) or (e), to the extent any such Permitted Liens would have priority over the Liens in favor of the Administrative Agent pursuant to any applicable Requirement of Law and law or agreement, (b) Liens perfected only by possession (including possession of any certificate of title) possession, control or notation to the extent the Administrative Agent is has not required by the terms of the Security Agreement to, obtained or does not, not maintain possession of such Collateral. Collateral and (bc) Each Mortgage is effective to create in favor of the Administrative Agent, for the benefit of the Secured Parties, legal and valid Liens on all the Property described therein. When the Mortgages are filed in the applicable county recording offices, each Mortgage shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of each Loan Party that is party to such Mortgage in that portion of the Collateral described in such Mortgage and constituting real property and fixtures affixed or attached to such real property, securing the Secured Obligations, enforceable against each such Loan Party that is a party thereto and all third parties, and having priority over all other Liens except Permitted Mortgaged Property Liens, to the extent any such Permitted Mortgaged Property Liens would have priority over the Liens in favor of the Notes Agent in Notes Priority Collateral. Notwithstanding the foregoing, nothing in the Loan Documents shall require any Loan Party to make any filings or take any actions to record or perfect the Administrative Agent pursuant to Agent’s Lien in any applicable Requirement intellectual property outside of Lawthe United States.

Security Interest in Collateral. (a) The provisions This Agreement is intended to constitute a security agreement within the meaning of the Security UCC. As security for Borrower’s payment to Lender, as assignee of Issuer, of Loan Payments and all other amounts payable to Lender hereunder, Borrower hereby grants to Lender a security interest constituting a first lien on the Collateral. To the extent that the same entity (or an affiliate thereof) is the lender under this Agreement are effective and under any other document or agreement with Borrower, the security interest in the Collateral shall secure all of Borrower’s obligations under all such agreements, but shall not secure Borrower’s obligations under any such agreements under which a different entity is the lender. Borrower ratifies its previous authorization for Lender to create in favor pre-file UCC financing statements and any amendments thereto describing the Collateral and containing any other information required by the applicable UCC. Borrower authorizes Lender, and hereby grants Lender a power of attorney (which is coupled with an interest), to file financing statements and amendments thereto describing the Collateral and containing any other information required by the applicable UCC and all proper terminations of the Administrative Agent, for the benefit filings of the Secured Parties, legal and valid Liens on all the Collateral described therein. When financing statements in appropriate form are filed in the offices specified in the Security Agreement and, to the extent required under the Security Agreement, upon the taking of possession or control by the Administrative Agent of the Collateral described in the Security Agreement other secured parties with respect to which a security interest may be perfected only by possession or control, such Liens shall constitute perfected and continuing Liens on the Collateral, securing the Secured Obligationsin such form and substance as Lender, enforceable against the Loan Parties in its sole discretion, may determine. Borrower agrees to execute such additional documents, including demands for terminations, assignments, affidavits, notices and all third partiessimilar instruments, in form satisfactory to Lender, and having priority over all take such other Liens except in actions that Lender deems necessary or appropriate to establish and maintain the case security interest created by this Section, and Borrower hereby designates and appoints Lender as its agent, and grants to Lender a power of attorney (a) Permitted Lienswhich is coupled with an interest), to execute on behalf of Borrower such additional documents and to take such other actions. Borrower hereby waives any right that Borrower may have to file with the extent applicable filing officer any such Permitted Liens would have priority over the Liens in favor of the Administrative Agent pursuant to any applicable Requirement of Law and (b) Liens perfected only by possession (including possession of any certificate of title) financing statement, amendment, termination or other record pertaining to the extent the Administrative Agent is not required by the terms of the Security Agreement to, or does not, maintain possession of such Collateral. (b) Each Mortgage is effective to create in favor of the Administrative Agent, for the benefit of the Secured Parties, legal and valid Liens on all the Property described Collateral and/or Lender’s interest therein. When If requested by Lender, Borrower shall obtain a landlord and/or mortgagee’s consent and waiver with respect to the Mortgages are filed in the applicable county recording offices, each Mortgage shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of each Loan Party that is party to such Mortgage in that portion of property where the Collateral described in such Mortgage and constituting real property and fixtures affixed or attached to such real property, securing the Secured Obligations, enforceable against each such Loan Party that is a party thereto and all third parties, and having priority over all other Liens except Permitted Mortgaged Property Liens, to the extent any such Permitted Mortgaged Property Liens would have priority over the Liens in favor of the Administrative Agent pursuant to any applicable Requirement of Lawlocated.

Security Interest in Collateral. (a) The provisions of the Security Agreement Instruments are effective to create in favor of the Administrative Agent, for the benefit of the Secured Guaranteed Parties, legal and valid Liens on all the Collateral described therein. When financing statements in appropriate form are filed in the offices specified in the Security Agreement Agreements and, to the extent required under the Security AgreementAgreements, upon the taking of possession or control by the Administrative Agent of the Collateral described in the Security Agreement Agreements with respect to which a security interest may be perfected only by possession or control, such Liens shall constitute perfected and continuing Liens on the Collateral, securing the Secured Obligations, enforceable against the Loan Parties and all third parties, and having priority over all other Liens except in the case of (a) Permitted Liens, to the extent any such Permitted Liens would have priority over the Liens in favor of the Administrative Agent pursuant to any applicable Governmental Requirement of Law and (b) Liens perfected only by possession (including possession of any certificate of title) to the extent the Administrative Agent is not required by the terms of the Security Agreement Agreements to, or does not, maintain possession of such Collateral. (b) Each Mortgage is effective to create in favor of the Administrative Agent, for the benefit of the Secured Guaranteed Parties, legal and valid Liens on all the Property real property described therein. When the Mortgages are filed in the applicable county recording offices, each Mortgage shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of each the Loan Party that is party to such Mortgage Parties in that portion of the Collateral described in such Mortgage and constituting real property and fixtures affixed or attached to such real property, securing the Secured Obligations, enforceable against each such the Loan Party that is a party thereto Parties and all third parties, and having priority over all other Liens except Permitted Mortgaged Property Liens, to the extent any such Permitted Mortgaged Property Liens would have priority over the Liens Lien in favor of the Administrative Agent pursuant to any applicable Requirement of LawGovernmental Requirement.

Security Interest in Collateral. (a) The provisions of the Security Agreement, this Agreement are effective to and the other Loan Documents create in favor of the Administrative Agent, for the benefit of the Secured Parties, legal and valid Liens on all the Collateral described therein. When financing statements in appropriate form are filed in the offices specified in the Security Agreement and, to the extent required under the Security Agreement, upon the taking of possession or control by the Administrative Agent of the Collateral described in the Security Agreement with respect to which a security interest may be perfected only by possession or control, created under Article 9 of the UCC (“Article 9”) in favor and for the benefit of the Lender; and such Liens shall constitute perfected and continuing Liens on the such Collateral, securing the Secured Obligations, enforceable against the applicable Loan Parties Party and all third parties, and having priority over all other Liens Liens, on any material portion of such Collateral (such determination of materiality shall be made by Lender in its reasonable discretion), except in the case of (a) Permitted LiensEncumbrances and Liens permitted under Section 6.02, to the extent any such Permitted Encumbrances and Liens would have priority over the Liens in favor of the Administrative Agent Lender pursuant to any applicable Requirement of Law and law or agreement, (b) Liens that can be perfected only by possession or only by control, to the extent the Lender has not obtained or does not maintain possession or control of such Collateral, (including c) if a Lien can be perfected either by possession or by control and also by filing a financing statement under Article 9, Lender will not have priority if the Lender has not obtained or does not maintain possession or control of such Collateral and the UCC grants priority to any third party having possession or control, (d) Liens that can only be perfected under a certificate of titletitle law, to the extent the Lender has not complied with the terms thereof, (e) Liens on Collateral the existence of which the Borrower has properly disclosed in writing to the Lender, if the Lender has determined not to take action that will result in either perfection or priority of Lender’s security interest therein, provided Borrower has delivered to the Lender a certificate dated as of the Closing Date under which the Borrower represents that there is no such Collateral in existence on the Closing Date in excess of $100,000, (f) to the extent the Administrative Agent is not required by the terms that Section 9-328 of the Security Agreement toUCC grants priority to a third party over the Lender with respect to a Lien on Investment Property and the Lender has not obtained a control agreement with respect thereto (g) a Lien on a fixture, to the extent that Borrower has not verified whether an encumbrancer or does notowner of real estate has a Lien that is prior to that of Lender and (h) Permitted Consignment Inventory. Nothing contained herein shall be construed as limiting the Lender’s ability to require that the Borrower take further action (including, maintain possession of such Collateral. (bwithout limitation, gaining possession, control or third party consents) Each Mortgage is effective in order to create or perfect the Lender’s security interest in the Collateral or to gain priority thereof in favor of the Administrative Agent, for Lender in accordance with the benefit of the Secured Parties, legal and valid Liens on all the Property described therein. When the Mortgages are filed in the applicable county recording offices, each Mortgage shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of each Loan Party that is party to such Mortgage in that portion of the Collateral described in such Mortgage and constituting real property and fixtures affixed or attached to such real property, securing the Secured Obligations, enforceable against each such Loan Party that is a party thereto and all third parties, and having priority over all other Liens except Permitted Mortgaged Property Liens, to the extent any such Permitted Mortgaged Property Liens would have priority over the Liens in favor of the Administrative Agent pursuant to any applicable Requirement of LawSecurity Agreement.

Security Interest in Collateral. (a) The provisions of the Security Agreement are shall be effective to create in favor of the Administrative Agent, Agent for the ratable benefit of the Secured Parties, legal and valid Liens on all the Collateral described therein. When financing statements in appropriate form are filed in the offices specified Parties (as defined in the Security Agreement and, to Agreement) a valid and enforceable security interest in the extent required under Collateral (as defined therein) and the proceeds thereof and (i) when the Collateral (as described therein) constituting certificated securities (as defined in the Uniform Commercial Code (as defined in the Security Agreement, upon the taking of possession or control by )) is delivered to the Administrative Agent thereunder together with instruments of transfer duly endorsed in blank, the Collateral described in the Security Agreement with respect to which a security interest may be perfected only by possession or control, such Liens shall constitute perfected and continuing Liens on the Collateral, securing the Secured Obligations, enforceable against the Loan Parties and all third parties, and having priority over all other Liens except in the case of (a) Permitted Liens, to the extent any such Permitted Liens would have priority over the Liens in favor of the Administrative Agent pursuant to any applicable Requirement of Law and (b) Liens perfected only by possession (including possession of any certificate of title) to the extent the Administrative Agent is not required by the terms of the Security Agreement to, or does not, maintain possession of such Collateral. (b) Each Mortgage is effective to create in favor of the Administrative Agent, for the benefit of the Secured Parties, legal and valid Liens on all the Property described therein. When the Mortgages are filed in the applicable county recording offices, each Mortgage shall therein will constitute a fully perfected Lien on, and security interest in, all right, title and interest of each Loan Party that is party to such Mortgage the Grantors (as defined in that portion of the Collateral described Security Agreement) in such Mortgage Collateral, prior and constituting real property and fixtures affixed superior in right to any other Person (subject only to Liens permitted under Section 6.02 which by operation of law or attached to such real property, securing the Secured Obligations, enforceable against each such Loan Party that is a party thereto and all third parties, and having priority over all other Liens except Permitted Mortgaged Property Liens, to the extent any such Permitted Mortgaged Property Liens contract would have priority over the Liens securing the Secured Obligations hereunder) (it being understood that no representation is made under this clause (i) as to (A) any such Collateral that is subject to a Foreign Pledge Agreement or (B) the perfection or priority of any Lien to the extent that such perfection or priority is determined under the law of a jurisdiction outside the United States, which are covered by paragraph (b) below), and (ii) when financing statements in appropriate form are filed in the offices specified on Schedule D to the Security Agreement, the security interest of the Administrative Agent will constitute a perfected Lien on and security interest in all right, title and interest of the Grantors (as defined in the Security Agreement) in the other Collateral (as described therein) and the proceeds thereof to the extent perfection can be obtained by filing Uniform Commercial Code financing statements, prior and superior to the rights of any other Person (subject only to Liens permitted under Section 6.02 which by operation of law or contract would have priority over the Liens securing the Secured Obligations hereunder). Table of Contents (b) After taking the actions specified for perfection therein, each Foreign Pledge Agreement, when executed and delivered, will be effective under applicable law to create in favor of the Administrative Agent pursuant for the ratable benefit of the Secured Parties a valid and enforceable security interest in the Collateral subject thereto, and will constitute a perfected Lien on and security interest in all right, title and interest of the Loan Parties in the Collateral subject thereto, prior and superior to the rights of any applicable Requirement of Lawother Person (subject only to Liens permitted under Section 6.02).

Security Interest in Collateral. (a) The provisions of the Security Agreement and each Mortgage are effective to create in favor of the Administrative Agent, for the benefit of the Secured Parties, legal and valid Liens on all the Collateral constituting personal property described therein. When financing statements in appropriate form are filed in the offices specified in the Security Agreement Agreement, when the Mortgages are filed in the applicable county recording offices and, to the extent required under the Security Agreement, upon the taking of possession or control by the Administrative Agent of the Collateral described in the Security Agreement with respect to which a security interest may be perfected only by possession or control, such Liens shall constitute perfected first priority and continuing Liens on the CollateralCollateral in accordance with the terms and conditions of, and subject to the exceptions set forth in, the applicable Collateral Document regarding perfection, securing the Secured Obligations, enforceable against the Loan Parties and all third parties, and having priority over all other Liens except in the case of (a) Permitted Liens, to the extent any such ; provided that Permitted Liens would may exist and may have the priority over the Liens in favor of the Administrative Agent pursuant to required by any applicable Requirement of Law and (b) Liens perfected only by possession (including possession of any certificate of title) to the extent the Administrative Agent is not required by the terms of the Security Agreement to, or does not, maintain possession of such Collateralas provided in Section 8.07(c). (b) Each The provisions of each Mortgage is are effective to create in favor of the Administrative AgentAgent (or a trustee named therein), for the benefit of the Administrative Agent and/or the Secured Parties, legal and valid mortgage Liens on all the Property constituting real property described therein. When the Mortgages are filed in the applicable county recording offices, each Mortgage shall constitute a fully perfected (i) evidence the valid mortgage Lien oncreated therein, and security interest in(ii) provide constructive notice to third parties of such valid mortgage Lien created therein, (iii) provide constructive notice to all right, title and interest Persons of the existence of each Loan Party that is party to such Mortgage in that portion of the Collateral described in such Mortgage and constituting for each Mortgage to be valid against bona fide purchasers and third-party creditors with respect to the real property described therein and fixtures affixed or attached to such real property, securing the Secured Obligations, enforceable against each such Loan Party that is a party thereto and all third parties, and having (iv) have priority over all other Liens except Permitted Mortgaged Property Liens, to the extent any such ; provided that Permitted Mortgaged Property Liens would may exist and may have the priority over the Liens in favor of the Administrative Agent pursuant to required by any applicable Requirement of LawLaw or as provided in Section 8.07(c).

Security Interest in Collateral. (a) The provisions of this Agreement and the Security Agreement are effective to other Loan Documents (taken as a whole) create legal and valid Liens on all the Collateral in favor of or for the benefit of the Administrative Agent, for the benefit of the Holders of Secured PartiesObligations, legal and valid Liens on all the Collateral described therein. When at such time as (a) financing statements in appropriate form are filed in the appropriate offices specified (and the appropriate fees are paid), (b) with respect to identified intellectual property registered in the Security Agreement andUnited States, (i) to the extent required under applicable law, the Security Agreementapplicable trademark security agreement and/or patent security agreement are filed in the appropriate divisions of the United States Patent and Trademark Office (and the appropriate fees are paid) and (ii) the applicable copyright security agreement is filed in the United States Copyright Office (and the appropriate fees are paid), upon (c) the taking Mortgages are filed in the appropriate recording office (and the appropriate fees are paid), (d) execution of possession or the deposit account control by agreements and securities account control agreements, (e) delivery of pledged securities to the Administrative Agent Agent, and (f) notation of the Collateral described in the Security Agreement with respect Administrative Agent’s lien on any rolling stock or other goods subject to which a security interest may be perfected only by possession or controlcertificate of title, such Liens shall will constitute perfected and continuing Liens on the Collateral, securing the Secured Obligations, enforceable against the applicable Loan Parties Party and all third parties, 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, and, subject to the terms, conditions and provisions of the Intercreditor Agreement, having priority over all other Liens on the Collateral except in the case of (a) Permitted LiensLiens permitted by Sections 6.02(a), (b), (c), (d) and (k), to the extent any such Permitted Liens would have priority over the Liens in favor of or for the benefit of the Administrative Agent pursuant to any applicable Requirement of Law and law, (b) Liens perfected only by possession or control (including possession of any certificate of title) to the extent the Administrative Agent is has not required by the terms of the Security Agreement to, obtained or does not, not maintain possession or control of such Collateral. Collateral and (bc) Each Mortgage is effective to create in favor of the Administrative Agent, for the benefit of the Secured Parties, legal and valid Liens on all the Property described therein. When the Mortgages are filed in the applicable county recording offices, each Mortgage shall constitute a fully perfected Lien on, and security interest in, all right, certificates of title and interest of each Loan Party that is party to such Mortgage in that portion of the Collateral described in such Mortgage and constituting real property and fixtures affixed or attached to such real property, securing the Secured Obligations, enforceable against each such Loan Party that is a party thereto and all third parties, and having priority over all other Liens except Permitted Mortgaged Property Liens, to the extent any such Permitted Mortgaged Property Liens would have priority over the Liens in favor of on which the Administrative Agent pursuant to any applicable Requirement of Lawhas not been noted.

Security Interest in Collateral. (a) The provisions of this Agreement and the Security Agreement are effective to other Loan Documents create in favor of the Administrative Agent, for the benefit of the Secured Parties, legal and valid Liens on all the Collateral described therein. When financing statements granted by the Loan Parties in appropriate form are filed in favor of the offices specified in Applicable Administrative Agent, securing the Security Agreement Applicable Secured Obligations and, to for so long as UCC and PPSA financing statements, Registre des Droits Personnels et Réels Mobiliers, Deposit Account Control Agreements have been entered into, the extent required under the Security Agreement, upon the taking of Applicable Administrative Agent has possession or control by the Administrative Agent of the Collateral described in the Security Agreement with respect to which a security interest may be perfected only by possession or controlcontrol (which possession or control shall be given to the Applicable Administrative Agent to the extent possession or control by the Applicable Administrative Agent is required by the Collateral Documents) and, with respect to each French Loan Party or U.K. Loan Party, such filings, actions and formalities as are required for perfection of security interests under the laws of the relevant Security Agreement and each related Collateral Document have been taken, as the case may be, with respect to such Collateral and the foregoing have not been terminated by the Applicable Administrative Agent or otherwise amended by such Applicable Administrative Agent in a manner that adversely affects the Lien in favor of such Applicable Administrative Agent securing the Applicable Secured Obligations, such Liens shall constitute perfected and continuing Liens on the CollateralCollateral to the extent perfection can be obtained by taking the foregoing actions, securing the Applicable Secured Obligations, enforceable against the each applicable Loan Parties Party and all third parties, and having priority over all other Liens on the Collateral except in the case of (a) Permitted Liens, Liens to the extent any such Permitted Liens would have priority over the Liens in favor of the relevant Applicable Administrative Agent pursuant to any applicable Requirement of Law and law or the Intercreditor Agreement, (b) Liens perfected only by possession (including possession of any certificate of title) to the extent the relevant Applicable Administrative Agent is has not required by the terms of the Security Agreement to, obtained or does not, not maintain possession of such Collateral. (b) Each Mortgage is effective to create , in favor of the Administrative Agent, for the benefit of the Secured Parties, legal and valid Liens on all the Property described therein. When the Mortgages are filed in the applicable county recording offices, each Mortgage shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of each Loan Party that is party to such Mortgage in that portion of the Collateral described in such Mortgage and constituting real property and fixtures affixed or attached to such real property, securing the Secured Obligations, enforceable against each such Loan Party that is a party thereto and all third parties, and having priority over all other Liens except Permitted Mortgaged Property Lienscase, to the extent any such Permitted Mortgaged Property Liens would have priority over permitted by the Liens in favor Collateral Documents and (c) subject to the terms of the Administrative Agent pursuant to any applicable Requirement of LawIntercreditor Agreement, Liens on assets not constituting Borrowing Base Collateral.

Security Interest in Collateral. This Indenture creates a valid, continuing and enforceable security interest (aas defined in the applicable UCC) The provisions of in the Security Agreement are effective to create Indenture Collateral in favor of the Administrative AgentTrustee, for the benefit of the Secured Parties, legal and valid Liens on all the Collateral described therein. When financing statements in appropriate form are filed in the offices specified in the Security Agreement and, to the extent required under the Security Agreement, upon the taking of possession or control by the Administrative Agent of the Collateral described in the Security Agreement with respect to which a security interest may be perfected only by possession or control, such Liens shall constitute perfected and continuing Liens on the Collateral, securing the Secured Obligations, enforceable against the Loan Parties and all third parties, and having priority over is prior to all other Liens (except in the case of (a) for Permitted Liens), and is enforceable as such against creditors of and purchasers from the Issuer; (i) the Indenture Collateral constitutes “general intangibles,” “instruments,” “accounts,” “investment property,” or “chattel paper,” within the meaning of the applicable UCC; (ii) the Issuer owns and has good and marketable title to the extent any such Permitted Liens would have priority over the Liens in favor of the Administrative Agent pursuant to any applicable Requirement of Law Indenture Collateral free and (b) Liens perfected only by possession (including possession clear of any certificate Lien (other than Permitted Liens), claim or encumbrance of titleany Person; (iii) to the extent the Administrative Agent is not Issuer has received all consents and approvals required by the terms of the Security Agreement toIndenture Collateral to the pledge of the Indenture Collateral hereunder to the Trustee; (iv) the Issuer has caused the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under Applicable Law in order to perfect the security interest in the Indenture Collateral granted to the Trustee under this Indenture; (v) other than the security interest granted by the Issuer pursuant to this Indenture and any Permitted Liens, the Issuer has not pledged, assigned, sold, granted a security interest in or otherwise conveyed any of the Indenture Collateral. The Issuer has not authorized the filing of and is not aware of any financing statements against the Issuer that include a description of collateral covering the Indenture Collateral other than any financing statement (A) relating to the security interest granted by the Issuer under this Indenture, or does not, maintain possession (B) that has been terminated or for which a release or partial release (that covers any Indenture Collateral) has been filed. The Issuer is not aware of such Collateral.the filing of any judgment or tax Lien filings against the Issuer; (bvi) Each Mortgage is effective each Underlying Note or Underlying Notes that constitute or evidence the Loan Assets has been or will be delivered to create the Custodian in favor accordance with Section 2.09 of the Administrative AgentSale and Servicing Agreement; (vii) the Issuer has received a written acknowledgment from the Custodian that the Custodian is holding, in accordance with Section 2.09 of the Sale and Servicing Agreement, any Underlying Notes that constitute or evidence any Loan Assets solely on behalf of and for the benefit of the Secured Parties, legal and valid Liens on all the Property described therein. When the Mortgages are filed in the applicable county recording offices, each Mortgage shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of each Loan Party that is party to such Mortgage in that portion Noteholders; and (viii) none of the Underlying Notes that constitute or evidence the Indenture Collateral described in such Mortgage and constituting real property and fixtures affixed has any marks or attached to such real propertynotations indicating that they have been pledged, securing the Secured Obligations, enforceable against each such Loan Party that is a party thereto and all third parties, and having priority over all other Liens except Permitted Mortgaged Property Liens, to the extent any such Permitted Mortgaged Property Liens would have priority over the Liens in favor of the Administrative Agent pursuant assigned or otherwise conveyed to any applicable Requirement Person other than the Issuer and the Trustee. The representations and warranties in ‎Section 3.25(j) hereof shall survive the termination of Lawthis Indenture.

Security Interest in Collateral. 4.1 In order to secure the obligations of Seller hereunder, each Seller hereby grants FSW a security interest in all Collateral, now owned or hereafter acquired by Seller, as an additional inducement to FSW to enter into this Agreement. FSW shall have a first priority security interest in all Collateral, provided, however, that FSW agrees that it will accept a second junior lien position in all right, title, claim, legal or equitable interest in or arising out of equipment and machinery owned, leased or used by Seller in the ordinary course and operation of its business and FSW will promptly execute any and all documents necessary for recordation for such subordinated position, which shall be in the sole discretion of FSW. 4.2 Seller authorizes FSW at any time and from time to time to file any financing statements and amendments thereto that it deems appropriate to perfect its security interest in the Collateral Such financing statement may, at the sole discretion of FSW, (a) The provisions of the Security Agreement are effective to create in favor of the Administrative Agent, for the benefit of the Secured Parties, legal and valid Liens on all describe the Collateral described therein. When financing statements in appropriate form are filed in the offices specified in the Security Agreement andas “all assets of Seller, excluding certain Accounts owed by government agencies” or words of similar effect; (b) include a statement that Seller has agreed not to the extent required under the Security Agreement, upon the taking assign its Accounts to any other party; and/or (c) include a statement that any grant of possession or control by the Administrative Agent of the Collateral described in the Security Agreement with respect to which a subsequent security interest may constitute a tortious interference with FSW’s rights under this Agreement. 4.3 In the event any principal of either Seller including, but not limited to equity owners, managers, officers or directors, and their respective employees and agents (collectively with Seller, the “Seller Parties”) during the term of this Agreement or while Seller remains liable to FSW for any Obligations, directly or indirectly, including acting by, through or in conjunction with any other person, cause to be perfected only by possession formed a new entity or controlotherwise become associated with any new or existing entity, whether corporate, partnership, limited liability company or otherwise in a business similar to or competitive with that of Seller (a “New Entity”), such Liens New Entity shall constitute perfected be deemed to have jointly and continuing Liens on severally with Seller expressly assumed the CollateralObligations due FSW under this Agreement. Seller and New Entity shall notify FSW of the formation of the New Entity within one (1) Business Day of formation. With respect to any such New Entity, securing Seller shall be deemed to have been granted FSW an irrevocable power of attorney with authority to file an initial UCC-1 financing statement with the Secured Obligations, enforceable against New Entity as Debtor and to have the Loan UCC-1 financing statement filed with any and all appropriate secretaries of state or other UCC filing offices. FSW shall be held harmless by Seller and the Seller Parties and all third partiesbe relieved of any liability as a result of FSW’s authentication and filing of any such financing statement or the resulting perfection of its ownership or security interests in such New Entity’s assets. The Seller Parties shall, and having priority over shall cause the New Entity, to execute and deliver to FSW agreements substantially identical to this Agreement and all other Liens except agreements between Seller and FSW or its affiliates, within five (5) Business Days following FSW’s request to do so. FSW shall have the right to notify the Customers of the New Entity of FSW’s rights, including without limitation, FSW’s right to collect all Accounts, and to notify any creditor of the New Entity that FSW has such rights in the case of (a) Permitted Liens, to New Entity’s assets. Nothing in this Section shall authorize or excuse the extent formation by any such Permitted Liens would have priority over the Liens in favor of the Administrative Agent pursuant foregoing of a New Entity or to otherwise divert or attempt to divert accounts, assets, income or business away from Seller or FSW. Notwithstanding the above, the terms and conditions set forth in this Section 4.3 remain subject to any applicable Requirement of Law covenants contained in Section 8 below, including, but not limited to, any requirements that Seller receive FSW’s consent and (b) Liens perfected only by possession (including possession of approval prior to any certificate of title) to the extent the Administrative Agent is not required by the terms merger, sale or other similar transaction as specified in Section 8.9 of the Security Agreement to, Seller’s business or does not, maintain possession of such Collateralassets. (b) Each Mortgage is effective to create in favor of the Administrative Agent, for the benefit of the Secured Parties, legal and valid Liens on all the Property described therein. When the Mortgages are filed in the applicable county recording offices, each Mortgage shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of each Loan Party that is party to such Mortgage in that portion of the Collateral described in such Mortgage and constituting real property and fixtures affixed or attached to such real property, securing the Secured Obligations, enforceable against each such Loan Party that is a party thereto and all third parties, and having priority over all other Liens except Permitted Mortgaged Property Liens, to the extent any such Permitted Mortgaged Property Liens would have priority over the Liens in favor of the Administrative Agent pursuant to any applicable Requirement of Law.

Security Interest in Collateral. (a) The provisions Borrower has delivered, or caused to be delivered, to the Agent all UCC-1 financing statements in recordable form that may be necessary to perfect the security interests granted pursuant to the Loan Documents to the extent that such security interests may be perfected by filing. Except to the extent the same are not required to be delivered pursuant to the Loan Documents, the Borrower has delivered, or caused to be delivered, to the Agent all instruments, documents, certificates and investment property (i) that may be necessary to perfect the security interests granted pursuant to the Loan Documents (to the extent such security interests may only be perfected by delivery) and (ii) to the extent that delivery of the Security Agreement are effective same provides perfection that is superior to create filing. Upon the filing of such UCC-1 financing statements in favor the offices specified thereon, the recordation of the Administrative Intellectual Property Collateral Agreement with respect to copyrights and copyright applications in the United States Copyright Office, and the execution and delivery of deposit account control agreements satisfying the requirements of Section 9-104(a)(2) of the Uniform Commercial Code to the extent required under Section 7.29 (Primary Operating Accounts) (each of which deposit account control agreements have been entered into and delivered to the Agent), no further action, including, without limitation, any filing or recording of any document or the obtaining of any consent, is necessary in order to establish, perfect and maintain the Agent’s security interests (which security interests are subject to no prior Liens other than Permitted Liens) in the personal property (including fixtures and Intellectual Property) and equity of the Borrower and its Subsidiaries (for the benefit of the Secured Parties, legal ) purported to be created by the Pledge Agreement and valid Liens on all the Collateral described therein. When financing statements in appropriate form are filed in the offices specified in the Security Agreement and, to the extent required under the Security Agreement, upon subject to the taking Permitted Perfection Limitations and except for the periodic filing of possession or control by the Administrative Agent of the Collateral described in the Security Agreement continuation statements with respect to which a security interest may be perfected only by possession or control, such Liens shall constitute perfected and continuing Liens on the Collateral, securing the Secured Obligations, enforceable against the Loan Parties and all third parties, and having priority over all other Liens except in the case of (a) Permitted Liens, to the extent any such Permitted Liens would have priority over the Liens in favor of the Administrative Agent pursuant to any applicable Requirement of Law and (b) Liens perfected only by possession (including possession of any certificate of title) to the extent the Administrative Agent is not required by the terms of the Security Agreement to, or does not, maintain possession of such CollateralUCC-1 financing statements. (b) Each Mortgage is effective to The Existing PA Mortgages create in favor of the Administrative Agent, for the benefit of the Secured Parties, legal and valid first priority perfected Liens on all the Property described therein. When real property owned by the Mortgages are Borrower and its Subsidiaries purported to be encumbered thereby, subject to no prior Liens other than Permitted Liens, and no further action, including, without limitation, the filing or recording of any document, is necessary to maintain such first priority perfected Liens. (c) The other Mortgages, when duly filed in the applicable county recording officesoffices referred to thereon, each Mortgage shall constitute a fully will create first priority perfected Lien onLiens on the real property owned or on the leasehold interest in the real property leased by the Borrower and its Subsidiaries purported to be encumbered thereby, subject to no prior Liens other than Permitted Liens, and security interest inno further action, all rightincluding, title and interest without limitation, the filing or recording of each Loan Party that any document, is party necessary to maintain such Mortgage in that portion first priority perfected Liens. (d) Schedule 4.6 hereto shows, as of the Collateral Closing Date, (i) each location where the Borrower or any of its Subsidiaries has any inventory or other assets (excluding mobile equipment in transit and assets under repair at a third-party location) with a fair market value, individually or in the aggregate, in excess of $1,000,000 at such location, other than locations of contracted construction jobs in progress, (ii) in the case of leased locations described in such Mortgage clause (i) above, the names and constituting real property addresses of the landlords and, in the case of other non-owned locations described in clause (i) above, the names and fixtures affixed or attached to such real propertyaddresses of the bailees, securing the Secured Obligations, enforceable against each such Loan Party that is a party thereto and all third partiesif any, and having priority over (iii) respecting all other Liens except Permitted Mortgaged Property Liensnon-owned property described in clause (i) above, to the extent any such Permitted Mortgaged Property Liens would have priority over the Liens in favor of the Administrative Agent pursuant to any applicable Requirement of Lawwhether a landlord waiver or bailee acknowledgement, as applicable, has been obtained.

Security Interest in Collateral. (a) The provisions of this Agreement and the Security Agreement are effective to other Loan Documents create legal and valid Liens on all the Collateral in favor of the Administrative Agent, for the benefit of the Administrative Agent and the Secured Parties, legal and valid Liens on all the Collateral described therein. When financing statements in appropriate form are filed in the offices specified in the Security Agreement and, to the extent required under the Security Agreement, upon the taking of possession or control by the Administrative Agent of the Collateral described in the Security Agreement with respect to which a security interest may be perfected only by possession or control, such Liens shall constitute perfected and continuing Liens on the Collateral, securing the Secured Obligations, enforceable against the applicable Loan Parties Party and all third parties, and having priority over all other Liens on the Collateral except in the case of (ai) Permitted LiensEncumbrances, to the extent any such Permitted Liens Encumbrances would have priority over the Liens in favor of the Administrative Agent pursuant to any applicable Requirement of Law and law or agreement, (bii) Liens perfected only by possession (including possession of any certificate of title) to the extent the Administrative Agent is has not required by the terms of the Security Agreement to, obtained or does not, not maintain possession of such Collateral, (iii) Liens in favor of the Revolving Lenders with respect to the Revolving Loan Collateral and (iv) Liens in favor of the First Lien Term Loan Lenders with respect to the Term Loan Collateral. (b) Each Mortgage is effective to The provisions of this Agreement and the other Loan Documents create legal and valid Liens on all the Revolving Loan Collateral and the First Lien Term Loan Collateral in favor of the Administrative Agent, for the benefit of the Administrative Agent and the Secured Parties, legal and valid such Liens constitute perfected and continuing Liens on all the Property described therein. When Revolving Loan Collateral and the Mortgages are filed in the applicable county recording offices, each Mortgage shall constitute a fully perfected First Lien on, and security interest in, all right, title and interest of each Term Loan Party that is party to such Mortgage in that portion of the Collateral described in such Mortgage and constituting real property and fixtures affixed or attached to such real propertyCollateral, securing the Secured Obligations, enforceable against each such the applicable Loan Party that is a party thereto and all third parties, and having priority over (i) all other Liens on the Revolving Loan Collateral except (a) Liens in favor of the Revolving Lenders, (b) in the case of Permitted Mortgaged Property LiensEncumbrances, to the extent any such Permitted Mortgaged Property Liens Encumbrances would have priority over the Liens in favor of the Administrative Agent pursuant to any applicable Requirement law or agreement, and (c) Liens perfected only by possession (including possession of Lawany certificate of title) to the extent the Administrative Agent has not obtained or does not maintain possession of such Revolving Loan Collateral and (ii) all other Liens on the First Lien Term Loan Collateral except (a) Liens in favor of the First Lien Term Loan Lenders, (b) in the case of Permitted Encumbrances, to the extent any such Permitted Encumbrances would have priority over the Liens in favor of the Administrative Agent pursuant to any applicable law or agreement, and (c) Liens perfected only by possession (including possession of any certificate of title) to the extent the Administrative Agent has not obtained or does not maintain possession of such First Lien Term Loan Collateral.

Security Interest in Collateral. (a) The provisions Borrower has delivered, or caused to be delivered, to the Agent all Uniform Commercial Code financing statements in recordable form that may be necessary to perfect the security interests granted pursuant to the Loan Documents to the extent that such security instruments may be perfected by filing under the Uniform Commercial Code in effect in any applicable jurisdiction. The Borrower has delivered, or caused to be delivered, to the Agent all original instruments, certificates, documents and investment property necessary to perfect the security interest granted pursuant to the Loan Documents, to the extent that a security interest therein may be perfected by delivery under the Uniform Commercial Code in effect in any applicable jurisdiction. Upon the filing of such Uniform Commercial Code financing statements in the offices specified therein no further action, including without limitation, any filing or recording of any document or the obtaining of any consent, is necessary in order to establish, perfect and maintain the Agent's first priority security interests in the personal property (including fixtures) and equity of the Security Agreement are effective to create in favor of the Administrative Agent, Borrower and its Subsidiaries (for the benefit of the Secured Parties, legal ) purported to be created by the Pledge Agreements and valid Liens on all the Collateral described therein. When financing statements in appropriate form are filed in the offices specified in the Security Agreement andAgreement, except for the periodic filing of continuation statements with respect to such Uniform Commercial Code financing statements, or the filing of appropriate documentation with the United States Patent and Trademark Office and/or United States Copyright Office (all of which filings have been duly made, to the extent required under such are necessary for the Security Agreement, upon perfection of Agent's security interest in Borrower's or any of its Subsidiary's Intellectual Property). The perfection questionnaire delivered to the taking of possession or control Agent by the Administrative Agent Borrower is true, complete and correct and there have been no changes thereto since the date of the Collateral described in the Security Agreement with respect to which a security interest may be perfected only by possession or control, such Liens shall constitute perfected and continuing Liens on the Collateral, securing the Secured Obligations, enforceable against the Loan Parties and all third parties, and having priority over all other Liens except in the case of (a) Permitted Liens, to the extent any such Permitted Liens would have priority over the Liens in favor of the Administrative Agent pursuant to any applicable Requirement of Law and (b) Liens perfected only by possession (including possession of any certificate of title) to the extent the Administrative Agent is not required by the terms of the Security Agreement to, or does not, maintain possession of such Collateraldelivery. (b) Each The Mortgage is effective relating to create in favor of the Administrative AgentSouth Carolina Property, for the benefit of the Secured Parties, legal and valid Liens on all the Property described therein. When the Mortgages are when duly filed in the applicable county recording officesoffice referred to therein, each Mortgage shall constitute will create a fully first priority perfected Lien onon the real property owned by the Borrower and its Subsidiaries described therein, subject to no prior Liens other than Permitted Liens, and security interest inno further action, all rightincluding, title and interest without limitation, the filing or recording of any document, is necessary to maintain such first priority perfected Lien. (c) Except as set forth on Schedule 4.6 hereto, neither the Borrower nor any Subsidiary of the Borrower has any inventory or other assets located at any premises that are not owned or leased by the Borrower or such Subsidiary and, in the case of inventory or other assets that are located at premises leased by the Borrower or a Subsidiary, as to which a landlord waiver has been duly obtained. Schedule 4.6 shows, as of the Closing Date, the address of each Loan Party of the premises where such inventory or other assets are located, the name and address of the Person that is party to in possession of such Mortgage in that portion inventory or other assets and the value of the Collateral described in such Mortgage and constituting real property and fixtures affixed or attached to such real property, securing the Secured Obligations, enforceable against assets at each such Loan Party that is a party thereto and all third parties, and having priority over all other Liens except Permitted Mortgaged Property Liens, to the extent any such Permitted Mortgaged Property Liens would have priority over the Liens in favor of the Administrative Agent pursuant to any applicable Requirement of Lawlocation.

Security Interest in Collateral. (a) The provisions of Guarantee and Collateral Agreement, upon execution and delivery thereof by the Security Agreement are effective to parties thereto, will create in favor of the Administrative Collateral Agent, for the benefit of the Secured Parties, legal a legal, valid and valid Liens on all enforceable (subject to the Enforceability Limitations) security interest in the Collateral described therein. When financing statements in appropriate form are filed (as defined in the offices specified Guarantee and Collateral Agreement) and subject to any applicable provisions set forth herein or in the Security Agreement and, and Guarantee Documents with respect to limitations or exclusions from the extent required under requirement to perfect the Security Agreement, upon security interests and Liens on the taking of possession or control by the Administrative Agent of the collateral described therein). (1) When any Pledged Collateral described (as defined in the Security Agreement Guarantee and Collateral Agreement), with respect to which a security interest may be perfected only by possession or control, such Liens control which possession or control shall constitute perfected and continuing Liens on be given to the Collateral, securing the Secured Obligations, enforceable against the Loan Parties and all third parties, and having priority over all other Liens except in the case of (a) Permitted Liens, Collateral Agent to the extent any such Permitted Liens would have priority over the Liens in favor of the Administrative Agent pursuant to any applicable Requirement of Law and (b) Liens perfected only possession or control by possession (including possession of any certificate of title) to the extent the Administrative Agent Collateral is not required by the terms of Guarantee and Collateral Agreement, constituting “certificated securities” (as defined in the Security Agreement to, or does not, maintain possession of such Collateral. (bUCC) Each Mortgage is effective delivered to create in favor of the Administrative Collateral Agent, for the benefit of Lien created under the Secured Parties, legal Guarantee and valid Liens on all the Property described therein. When the Mortgages are filed in the applicable county recording offices, each Mortgage Collateral Agreement shall constitute a fully perfected first priority Lien on, and security interest in, all right, title and interest of the Loan Parties in such Pledged Collateral, in each Loan Party that is party case prior and superior in right to such Mortgage any other Person, other than with respect to Liens expressly permitted by Section 6.01, and (2) when the financing statements in that portion appropriate form describing the Collateral as “all assets” or using language of similar import or otherwise containing a reasonable description of the Collateral described are filed in the offices specified in Section 3 of the Perfection Certificate and such other actions as may be necessary with the appropriate Governmental Authorities (including payment of applicable filing and recording taxes) are taken by the Loan Parties, the Lien created under the Guarantee and Collateral Agreement in the Collateral that may be perfected by the filing of a financing statement in such Mortgage and constituting real property and fixtures affixed or attached to such real property, securing the Secured Obligations, enforceable against each such Loan Party that is office will constitute a party thereto and all third partiesperfected first priority Lien on, and having security interest in, all right, title and interest of the Loan Parties in such Collateral, in each case prior and superior in right to any other Person, other than with respect to Liens expressly permitted by Section 6.01. (c) Upon the recordation of the Guarantee and Collateral Agreement (or a short-form security agreement in form and substance reasonably satisfactory to the Borrower and the Collateral Agent) with the United States Patent and Trademark Office and the United States Copyright Office, together with the financing statements in appropriate form referenced in Section 4.18(b) filed in the offices specified in Section 3 of the Perfection Certificate, the Lien created under the Guarantee and Collateral Agreement will constitute a perfected first priority over Lien on, and security interest in, all other Liens except Permitted Mortgaged right, title and interest of the Loan Parties in the United States registered Intellectual Property Liens, (as defined in the Guarantee and Collateral Agreement) included in the Collateral to the extent a security interest may be perfected by recording a security interest with the United States Patent and Trademark Office or United States Copyright Office, in each case prior and superior in right to any such Permitted Mortgaged Property other Person, other than with respect to Liens would have priority over expressly permitted by Section 6.01 (it being understood and agreed that subsequent recordings in the Liens United States Patent and Trademark Office and the United States Copyright Office may be necessary to perfect a Lien on registered trademarks and issued patents, copyright, trademark and patent applications and registered copyrights acquired or filed by the Loan Parties after the date hereof). (d) Each Mortgage (if any) is in form sufficient to create in favor of the Administrative Collateral Agent, for the benefit of the Secured Parties, a legal, valid and enforceable (subject to applicable bankruptcy, insolvency, reorganization, moratorium, capital impairment, recognition of judgments, recognition of choice of law, enforcement of judgments or other similar laws 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) first priority Lien on all of the applicable Loan Party’s right, title and interest in and to the Mortgaged Property described therein and the proceeds thereof, and when such Mortgage is executed, delivered and filed in the offices specified in Perfection Certificate, such Mortgage shall constitute a fully perfected first priority Lien on, and security interest in, all right, title and interest of such Loan Party in such Mortgaged Property and the proceeds thereof, in each case prior and superior in right to any other Person, other than with respect to Liens expressly permitted by Section 6.01. (e) Notwithstanding anything herein (including this Section 4.18) or in any other Loan Document to the contrary, neither the Borrower nor any other Loan Party makes any representation or warranty as to (A) the effects of perfection or non-perfection, the priority or the enforceability of any pledge of or security interest in any Equity Interests of any Foreign Subsidiary, or as to the rights and remedies of the Agent or any Lender with respect thereto, in each case under foreign law, (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 Security and Guarantee Documents or (C) on the Closing Date and until required pursuant to Section 5.10 or 5.11, the pledge or creation of any applicable Requirement security interest, or the effects of Lawperfection or non-perfection, the priority or enforceability of any pledge or security interest to the extent not required on the Closing Date pursuant to Section 4.01 (taking into account the penultimate paragraph thereof).

Security Interest in Collateral. (ai) The provisions of This Agreement creates a valid and continuing security interest (as defined in the Security Agreement are effective to create UCC) in the Collateral and the proceeds thereof in favor of the Administrative Agent, for the benefit of the Secured Parties, legal and valid Liens on all the Collateral described therein. When financing statements in appropriate form are filed in the offices specified in the Security Agreement and, to the extent required under the Security AgreementParty which security interest, upon the taking filing of possession or control by the Administrative Agent of the Collateral described in the Security Agreement with respect to which a security interest may be perfected only by possession or controlfinancing statement is, such Liens shall constitute perfected and continuing Liens on the Collateral, securing the Secured Obligations, enforceable against the Loan Parties and all third parties, and having priority over all other Liens except in the case of (a) Permitted Liensexisting Collateral and the proceeds thereof, to the extent any enforceable upon execution of this Agreement, as such Permitted Liens would have priority over the Liens in favor as against creditors of the Administrative Agent pursuant to any applicable Requirement of Law and (b) Liens perfected only by possession (including possession of any certificate of title) to purchasers from the extent the Administrative Agent is not required Pledgor accordance with its terms, expect as such enforceability may be limited by the terms Enforceability Exceptions; (ii) The Pledged Loans constitutes accounts, chattel paper, instruments or general intangibles within the meaning of the Security Agreement UCC; (iii) On the date of each Loan, the Pledgor owns good and marketable title to, or does not, maintain possession of such Collateral. (b) Each Mortgage is effective to create in favor of the Administrative Agent, for the benefit of the Secured Parties, legal and has a valid Liens on all the Property described therein. When the Mortgages are filed in the applicable county recording offices, each Mortgage shall constitute a fully perfected Lien on, and security interest in, all rightthe Collateral free of any liens other than liens created pursuant the terms of this Agreement and Permitted Liens, title and interest of each Loan Party that is party immediately prior to such Mortgage in that portion the date of the Loan on which such Collateral described becomes subject to this Agreement; (iv) The Pledgor has caused the filing of all appropriate financing statements in such Mortgage and constituting real property and fixtures affixed or attached the proper filing offices in the appropriate jurisdictions under applicable law in order to such real property, securing perfect the security interest in the Collateral that can be perfected by filing a financing statement granted to the Secured Obligations, enforceable against each such Loan Party that is a party thereto and all third parties, and having priority over all other Liens except Permitted Mortgaged Property Liens, hereunder; and (v) Other than the security interest granted to the extent Secured Party pursuant to this Agreement or any such other Permitted Mortgaged Property Liens would have priority over Lien, the Liens in favor Pledgor has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the Administrative Agent pursuant Collateral. The Pledgor has not authorized the filing of and is not aware of any mortgage, deed of trust, financing statement or other instrument similar in effect against the Pledgor, the Originator or any Developer that include a description of collateral covering the Collateral other than any filing (i) relating to any applicable Requirement of Lawthe security interest granted to the Secured Party hereunder, (ii) that has been terminated or (iv) constitutes a Permitted Lien.

Security Interest in Collateral. (a) The provisions To secure prompt and complete payment and performance of the Security Agreement are effective Obligations, Borrower shall execute and deliver or cause to create be executed and delivered the documents described below covering the Property and collateral described in favor of this SUBSECTION 4.1 (which, together with any other Property and collateral which may now or hereafter secure the Administrative Obligations or any part thereof, is sometimes herein called the "Collateral"): 4.1.1 Borrower shall grant to Agent, for the pro rata benefit of the Secured PartiesLenders, legal a perfected security interest, prior to all Liens other than the security interest of the agent for the lenders under the Working Capital Loan Agreement and valid Liens on Permitted Liens, in all the Collateral described therein. When financing statements in appropriate form are filed of Borrower's personal Property, including without limitation all of its Accounts, Equipment, Inventory and General Intangibles, whether now owned or hereafter acquired, and all products and proceeds thereof, including all monies and other Property of any kind now or at any times hereafter in the offices specified possession or under the control of Agent or a bailee or Affiliate of Agent, pursuant to the Borrower Security Agreement. 4.1.2 Borrower shall grant to Agent, for the pro rata benefit of the Lenders, a perfected security interest, prior to all Liens other than the security interest of the agent for the lenders under the Working Capital Loan Agreement, in (i) all of Borrower's shares of Capital Stock of each of its Domestic Subsidiaries, whether now owned or hereafter acquired, and (ii) all (but in any event not to exceed 65%) of the Security Agreement issued and outstanding shares of Capital Stock of each of its direct Foreign Subsidiaries and Foreign Affiliates, pursuant to the Borrower Pledge Agreement. 4.1.3 Borrower shall grant to Agent, for the pro rata benefit of the Lenders, mortgages and leasehold mortgages over all of its owned and leased real Property, as provided herein. 4.1.4 Borrower shall cause each of its present direct Foreign Subsidiaries, and, except as otherwise consented to the extent required under the Security Agreementin writing by Agent, upon the taking shall cause each of possession or control by the Administrative Agent of the Collateral described in the Security its future direct Foreign Subsidiaries, to execute a Negative Pledge Agreement with respect to which a security interest may the Capital Stock of their Subsidiaries, whether now owned or hereafter acquired. 4.1.5 Borrower shall execute and cause to be perfected only by possession or controlexecuted, and cause each Guarantor to execute and cause to be executed, such Liens shall constitute perfected further documents and continuing Liens on the Collateralinstruments, securing the Secured Obligationsincluding, enforceable against the Loan Parties and all third partieswithout limitation, and having priority over all other Liens except in the case of (a) Permitted Liens, to the extent any such Permitted Liens would have priority over the Liens in favor of the Administrative Agent pursuant amendments to any applicable Requirement of Law and (b) Liens perfected only by possession (including possession of any certificate of title) to the extent the Administrative Agent is not required by the terms of the Security Agreement toDocuments, as Agent or does notany Lender, maintain possession of such Collateral. (b) Each Mortgage is effective in its sole discretion, deems necessary or desirable to create in favor of the Administrative Agentcreate, for the benefit of the Secured Partiesevidence, legal preserve, and valid Liens on all the Property described therein. When the Mortgages are filed in the applicable county recording offices, each Mortgage shall constitute a fully perfected Lien on, perfect its liens and security interest in, all right, title and interest of each Loan Party that is party to such Mortgage in that portion of the Collateral described in such Mortgage and constituting real property and fixtures affixed or attached to such real property, securing the Secured Obligations, enforceable against each such Loan Party that is a party thereto and all third parties, and having priority over all other Liens except Permitted Mortgaged Property Liens, to the extent any such Permitted Mortgaged Property Liens would have priority over the Liens in favor of the Administrative Agent pursuant to any applicable Requirement of LawCollateral.