Common use of Financing Statements and Other Filings; Maintenance of Perfected Security Interest Clause in Contracts

Financing Statements and Other Filings; Maintenance of Perfected Security Interest. Each Grantor represents and warrants that the only filings, registrations and recordings necessary and appropriate to create, preserve, protect, publish notice of and perfect the security interest granted by each Grantor to the Collateral Agent (for the benefit of the Credit Parties) pursuant to this Security Agreement in respect of the Collateral are listed on Schedule II hereto. Each Grantor represents and warrants that all such filings, registrations and recordings have been delivered to the Collateral Agent in completed and, to the extent necessary or appropriate, duly executed form for filing in each governmental, municipal or other office specified in Schedule II. Each Grantor agrees that at the sole cost and expense of the Grantors, (i) such Grantor will maintain the security interest created by this Security Agreement in the Collateral as a perfected first priority security interest (subject to the Intercreditor Agreement and subject to Permitted Encumbrances having priority under applicable Law) and shall defend such security interest against the claims and demands of all Persons (other than with respect to Permitted Encumbrances), (ii) such Grantor shall furnish to the Collateral Agent from time to time statements and schedules further identifying and describing the Collateral and such other reports in connection with the Collateral as the Collateral Agent may reasonably request, all in reasonable detail and (iii) at any time and from time to time, upon the written request of the Collateral Agent, such Grantor shall promptly and duly execute and deliver, and file and have recorded, such further instruments and documents and take such further action as the Collateral Agent may reasonably request, including the filing of any financing statements, continuation statements and other documents (including this Security Agreement) under the UCC (or other applicable Laws) in effect in any jurisdiction with respect to the security interest created hereby and the execution and delivery of Control Agreements, all in form reasonably satisfactory to the Collateral Agent and in such offices (including, without limitation, the United States Patent and Trademark Office and the United States Copyright Office) wherever required by applicable Law in each case to perfect, continue and maintain a valid, enforceable, first priority security interest in the Collateral as provided herein (subject to Permitted Encumbrances having priority under applicable Law) and according to the terms of the Intercreditor Agreement and to preserve the other rights and interests granted to the Collateral Agent hereunder, as against the Grantors and third parties (other than with respect to Permitted Encumbrances), with respect to the Collateral.

Financing Statements and Other Filings; Maintenance of Perfected Security Interest. Each Grantor Pledgor represents and warrants that the only filingsall financing statements, registrations agreements, instruments and recordings other documents necessary and appropriate to create, preserve, protect, publish notice of and perfect the security interest granted by each Grantor it to the Collateral Agent (for the benefit of the Credit Parties) pursuant to this Security Agreement in respect of the Pledged Collateral are listed on Schedule II hereto. Each Grantor represents (other than uncertificated Pledged Securities in which a security interest cannot be perfected by taking all applicable actions under the UCC and warrants that all such filingsother actions (including, registrations and recordings without limitation, the delivery or filing of financing, statements, agreements instruments or other documents) as may have been reasonably requested by the Collateral Agent in order to perfect such security interest under the local laws of the jurisdiction of the issuer of such Pledged Securities) have been delivered to the Collateral Agent in completed and, to the extent necessary or appropriate, duly executed form for filing in each governmental, municipal or other office specified in Schedule II7 to the Perfection Certificate. Each Grantor Pledgor agrees that at the sole cost and expense of the GrantorsPledgors, (i) such Grantor Pledgor will maintain the security interest created by this Security Agreement in the Pledged Collateral as a perfected first priority security interest (subject to the Intercreditor Agreement and subject to Permitted Encumbrances having priority under applicable Law) and shall defend such security interest against the claims and demands of all Persons (other than with respect to Permitted Encumbrances), (ii) such Grantor shall furnish to uncertificated Pledged Securities in which a security interest cannot be perfected by taking all applicable actions under the Collateral Agent from time to time statements and schedules further identifying and describing the Collateral UCC and such other reports in connection with the Collateral as the Collateral Agent may reasonably request, all in reasonable detail and (iii) at any time and from time to time, upon the written request of the Collateral Agent, such Grantor shall promptly and duly execute and deliver, and file and have recorded, such further instruments and documents and take such further action as the Collateral Agent may reasonably request, including the filing of any financing statements, continuation statements and other documents (including this Security Agreement) under the UCC (or other applicable Laws) in effect in any jurisdiction with respect to the security interest created hereby and the execution and delivery of Control Agreements, all in form reasonably satisfactory to the Collateral Agent and in such offices actions (including, without limitation, the United States Patent and Trademark Office and the United States Copyright Officedelivery or filing of financing, statements, agreements instruments or other documents) wherever required as may have been reasonably requested by applicable Law in each case to perfect, continue and maintain a valid, enforceable, first priority security interest in the Collateral as provided herein (subject to Permitted Encumbrances having priority under applicable Law) and according to the terms of the Intercreditor Agreement and to preserve the other rights and interests granted to the Collateral Agent hereunder, in order to perfect such security interest under the local laws of the jurisdiction of the issuer of such Pledged Securities) as against the Grantors and third parties (other than with respect a perfected First Priority security interest subject only to Permitted Encumbrances), with respect to the CollateralCollateral Liens.

Financing Statements and Other Filings; Maintenance of Perfected Security Interest. Each Grantor represents and warrants that the only UCC Financing Statements or other appropriate filings, recordings or registrations and recordings containing a description of the Collateral (including, without limitation, the UCC Financing Statements identified on SCHEDULE II hereto) have been or will be timely filed in each governmental, municipal or other office in the United States (or any political subdivision thereof) as is necessary and appropriate to create, preserve, protect, publish notice of and perfect protect the validity of and to establish a legal, valid and perfected security interest granted by each Grantor to in favor of the Collateral Agent (for the benefit of the Credit Secured Parties) pursuant to this Security Agreement in respect of all Collateral in which the Collateral are listed on Schedule II hereto. Each Grantor represents Security Interest may be perfected by filing, recording or registration in the United States (or any political subdivision thereof) and warrants that all no further or subsequent filing, refiling, recording, rerecording, registration or re-registration is necessary in any such filingsjurisdiction, registrations and recordings have been delivered except as provided under applicable Law with respect to the Collateral Agent filing of continuation statements or as a result of any change in completed anda Grantor’s name or jurisdiction of incorporation or formation or under any other circumstances under which, pursuant to the extent necessary UCC, filings previously made have become misleading or appropriate, duly executed form for filing ineffective in each governmental, municipal whole or other office specified in Schedule IIpart. Each Grantor agrees that that, at the sole cost and expense of the Grantors, (i) such Grantor will maintain the security interest created by this Security Agreement in the Collateral as a perfected first priority security interest (subject to having the priority set forth in the Intercreditor Agreement and subject to Permitted Encumbrances having priority under applicable Law) and shall defend such security interest against the claims and demands of all Persons (other than with respect to Permitted EncumbrancesLiens), and (ii) such Grantor shall furnish to the Collateral Agent from time to time statements and schedules further identifying and describing the Collateral and such other reports in connection with the Collateral as the Collateral Agent may reasonably request, all in reasonable detail and (iii) at any time and from time to time, upon the written request of the Collateral Agent, such Grantor shall promptly and duly execute and deliver, and file and have recorded, such further instruments and documents and take such further action as the Collateral Agent may reasonably requestdeem necessary for the purpose of obtaining or preserving the full benefits of this Agreement and the rights and powers herein granted, including the filing of any financing statements, continuation statements and other documents (including this Security Agreement) under the UCC (or other applicable Laws) in effect in any United States jurisdiction with respect to the security interest created hereby and the execution and delivery of Control Agreements, all in form reasonably satisfactory to the Collateral Agent and in such offices (including, without limitation, the United States Patent and Trademark Office USPTO and the United States Copyright OfficeUSCO) wherever required by applicable Law in each case to perfect, continue and maintain a valid, enforceable, first priority enforceable security interest in the Collateral as provided herein (subject to Permitted Encumbrances having priority under applicable Law) and according to the terms of the Intercreditor Agreement and to preserve the other rights and interests granted to the Collateral Agent hereunder, as against the Grantors and third parties (other than with respect to Permitted EncumbrancesLiens), with respect to the Collateral.

Financing Statements and Other Filings; Maintenance of Perfected Security Interest. Each Grantor represents and warrants that the only filingssecurity interests granted pursuant to this Agreement will, registrations upon completion of the filings and recordings necessary other actions specified on Schedule II (which, in the case of all filings and appropriate other documents referred to createon said Schedule, preserve, protect, publish notice of and perfect the security interest granted by each Grantor have been or will be delivered to the Agent in completed and, if applicable, duly executed form in accordance with the Credit Agreement and the other Loan Documents) constitute valid perfected security interests in all of the Collateral Agent (as of the date hereof in favor of the Agent, for the ratable benefit of the Credit Parties) pursuant , as collateral security for such Grantor’s Secured Obligations, enforceable in accordance with the terms hereof against all creditors of such Grantor and any Persons purporting to this Security Agreement in respect of the purchase any Collateral are listed on Schedule II hereto. Each Grantor represents and warrants that all from such filings, registrations and recordings have been delivered to the Collateral Agent in completed and, to the extent necessary or appropriate, duly executed form for filing in each governmental, municipal or other office specified in Schedule IIGrantor. Each Grantor agrees that at the sole cost and expense of the Grantors, (i) such Grantor will maintain the security interest created by this Security Agreement in the Collateral as a perfected first priority security interest (subject to having the Intercreditor priority required by the Credit Agreement and subject to Permitted Encumbrances having priority under applicable Law) and shall defend such security interest against the claims and demands of all Persons (other than with respect to Permitted EncumbrancesEncumbrances and subject to the rights of the Grantors to dispose of the Collateral to the extent permitted under the Loan Documents), (ii) such Grantor shall furnish to the Collateral Agent from time to time statements and schedules further identifying and describing the Collateral and such other reports in connection with the Collateral as the Collateral Agent may reasonably request, all in reasonable detail and (iii) at any time and from time to time, upon the written request of the Collateral Agent, such Grantor shall promptly and duly execute and deliver, and file and have recorded, such further instruments and documents and take such further action as the Collateral Agent may reasonably requestrequest for the purpose of obtaining or preserving the full benefits of this Agreement and the other Loan Documents and the rights and powers herein and therein granted, including the filing of any financing statements, continuation statements and other documents (including this Security Agreement) under the UCC (or other applicable Laws) in effect in any jurisdiction with respect and, to the security interest created hereby and extent applicable, the execution and delivery of Control Agreements, all in form reasonably satisfactory to the Collateral Agent and in such offices (including, without limitation, as the United States Patent and Trademark Office and the United States Copyright Office) wherever required by applicable Law in each case to perfect, continue and maintain a valid, enforceable, first priority security interest in the Collateral as provided herein (subject to Permitted Encumbrances having priority under applicable Law) and according to the terms of the Intercreditor Agreement and to preserve the other rights and interests granted to the Collateral Agent hereunder, as against the Grantors and third parties (other than with respect to Permitted Encumbrances), with respect to the Collateralmay reasonably request.

Financing Statements and Other Filings; Maintenance of Perfected Security Interest. Each Grantor represents and warrants that the only filings, registrations and recordings necessary and appropriate to create, preserve, protect, publish notice of and perfect the security interest granted by each Grantor to the Collateral Agent (for the benefit of the Credit PartiesSecured Parties and, to the extent provided for in Section 10.1, for the benefit of the 2037 ASC Debentures Holders) pursuant to this Security Agreement in respect of the Collateral in which the security interest may be perfected by such filings, recording and registration are listed on Schedule II hereto. Each Grantor represents and warrants that all such filings, registrations and recordings have been delivered to the Collateral Agent in completed and, to the extent necessary or appropriate, duly executed form for filing in each governmental, municipal or other office specified in Schedule II. Each Grantor agrees that at the sole cost and expense of the Grantors, (i) such Grantor will maintain the security interest created by this Security Agreement in the Collateral as a perfected first priority security interest (subject to the Intercreditor Agreement and subject to no Liens other than Permitted Encumbrances having priority under applicable Law) Liens and shall defend such security interest against the claims and demands of all Persons (other than with respect to Permitted EncumbrancesLiens), (ii) such Grantor shall furnish to the Collateral Agent from time to time statements and schedules further identifying and describing the Collateral and such other reports in connection with the Collateral as the Collateral Agent may reasonably request, all in reasonable detail and (iii) at any time and from time to time, upon the reasonable written request of the Collateral Agent, such Grantor shall promptly and duly execute and deliver, and file and have recorded, such further instruments and documents and take such further action as the Collateral Agent may reasonably request, including the filing of any financing statements, continuation statements and other documents (including this Security Agreement) under the UCC (or other applicable Laws) in effect in any United States jurisdiction with respect to the security interest created hereby and the execution and delivery of Control Agreements, all in form reasonably satisfactory to the Collateral Agent and in such offices (including, without limitation, the United States Patent and Trademark Office and the United States Copyright Office) wherever required by applicable Law in each case to perfect, continue and maintain a valid, enforceable, first priority security interest in the Collateral as provided herein (subject to Permitted Encumbrances Liens having priority under applicable Law) Law and according to the terms Liens of the Intercreditor Agreement ABL Collateral Agent in the ABL Priority Collateral as provided herein) and to preserve the other rights and interests granted to the Collateral Agent hereunder, as against the Grantors and third parties (other than with respect to Permitted EncumbrancesLiens), with respect to the Collateral.

Financing Statements and Other Filings; Maintenance of Perfected Security Interest. Each Grantor Pledgor represents and warrants that the only filingsall financing statements, registrations agreements, instruments and recordings other documents necessary and appropriate to create, preserve, protect, publish notice of and perfect the security interest granted by each Grantor it to the Collateral Agent (for the benefit of the Credit Parties) pursuant to this Security Agreement in respect of the Pledged Collateral are listed on Schedule II hereto. Each Grantor represents and warrants that all such filings, registrations and recordings have been delivered to the Collateral Agent in completed and, to the extent necessary or appropriate, duly executed form for filing in each governmental, municipal or other office specified in Schedule II6 to the Perfection Certificate. The Collateral Agent will have no duty or obligation to make any of the filings provided to it under this Section 3.3. Each Grantor Pledgor agrees that at the sole cost and expense of the GrantorsPledgors, (i) such Grantor Pledgor will maintain the security interest created by this Security Agreement in the Pledged Collateral as a perfected first priority security interest (subject to the Intercreditor Agreement and subject to Permitted Encumbrances having priority under applicable Lawx) and shall defend such security interest against the claims and demands of all Persons (other than with respect to Permitted Encumbrances), (ii) such Grantor shall furnish to the Collateral Agent from time to time statements and schedules further identifying and describing the Collateral and such other reports in connection with the Collateral as the Collateral Agent may reasonably request, all in reasonable detail and (iii) at any time and from time to time, upon the written request of the Collateral Agent, such Grantor shall promptly and duly execute and deliver, and file and have recorded, such further instruments and documents and take such further action as the Collateral Agent may reasonably request, including the filing of any financing statements, continuation statements and other documents (including this Security Agreement) under the UCC (or other applicable Laws) in effect in any jurisdiction with respect to the security interest created hereby and the execution and delivery of Control Agreements, all in form reasonably satisfactory to the Collateral Agent and in such offices (including, without limitation, the United States Patent and Trademark Office and the United States Copyright Office) wherever required by applicable Law in each case to perfect, continue and maintain a valid, enforceable, first second priority security interest in the Non-ABL Priority Collateral as provided herein (subject to Permitted Encumbrances Liens having priority under applicable Lawlaw and the Liens of the First-Priority Collateral Agent in the Non-ABL Priority Collateral) and according (y) third priority security interest in the ABL Priority Collateral (subject to Permitted Liens having priority under applicable law and the terms Liens of the Intercreditor Agreement and to preserve the other rights and interests granted to the ABL Facility Collateral Agent hereunder, as against and the Grantors First-Priority Collateral Agent in the ABL Priority Collateral) and third parties (other than with respect file all UCC-3 continuations statements necessary to Permitted Encumbrances), with respect to continue the Collateralperfection of the security interest created by this Agreement.

Financing Statements and Other Filings; Maintenance of Perfected Security Interest. Each Grantor represents and warrants that the only filingsPledgor agrees that, registrations and recordings necessary and appropriate to create, preserve, protect, publish notice of and perfect the security interest granted by each Grantor to the Collateral Agent (for the benefit of the Credit Parties) pursuant to this Security Agreement in respect of the Collateral are listed on Schedule II hereto. Each Grantor represents and warrants that all such filings, registrations and recordings have been delivered to the Collateral Agent in completed and, to the extent necessary or appropriate, duly executed form for filing in each governmental, municipal or other office specified in Schedule II. Each Grantor agrees that at the sole cost and expense of the GrantorsPledgors, (i) such Grantor Pledgor will maintain the security interest created by this Security Agreement in the Pledged Collateral as a perfected first priority perfected, continuing security interest therein (subject to the Intercreditor any applicable provisions set forth in this Agreement and subject to Permitted Encumbrances having priority under applicable Law) and shall defend such security interest against the claims and demands of all Persons (other than with respect to Permitted Encumbranceslimitations on perfections of Liens on Pledged Collateral and to any applicable Requirements of Law (including, without limitation, any Gaming Laws)), prior to all Liens except for Permitted Liens, and (ii) such Grantor shall furnish to the Collateral Agent from time to time statements and schedules further identifying and describing the Collateral and such other reports in connection with the Collateral as the Collateral Agent may reasonably request, all in reasonable detail and (iii) at any time and from time to time, upon the written request of the Collateral Agent, such Grantor Pledgor shall promptly and and, to the extent necessary or appropriate, duly execute and deliver, and file and have recorded, deliver such further financing statements, assignments, instruments and documents and take such further action as the Collateral Agent may reasonably requestrequest for the purpose of obtaining or preserving the full benefits of this Agreement and of the rights and powers herein granted, including the filing of any financing statements, or continuation statements and other documents (including this Security Agreement) statement under the UCC Uniform Commercial Code (or other applicable Lawssimilar laws) in effect in any United States jurisdiction with respect to the security interest created hereby and the execution and delivery of Control Agreementshereby, all in form reasonably satisfactory to the Collateral Agent and in such United States offices (including, without limitation, including the United States Patent and Trademark Office and the United States Copyright Office) wherever required by applicable Law in each case law to perfect, continue and maintain a valid, enforceable, first priority security interest in the Pledged Collateral as provided herein (subject to Permitted Encumbrances having priority under applicable Law) and according to the terms of the Intercreditor Agreement and to preserve the other rights and interests granted to the Collateral Agent hereunder, as against the Grantors and third parties (other than with respect to Permitted Encumbrances)parties, with respect to the Pledged Collateral.. LA\3881692.2

Financing Statements and Other Filings; Maintenance of Perfected Security Interest. Each Grantor Pledgor represents and warrants that the only filingsall financing statements, registrations agreements, instruments and recordings other documents necessary and appropriate to create, preserve, protect, publish notice of and perfect the security interest granted by each Grantor it to the Collateral Agent (for the benefit of the Credit Parties) pursuant to this Security Agreement in respect of the Pledged Collateral are listed on Schedule II hereto. Each Grantor represents in which a security interest may be perfected by filing under the UCC, and warrants that all such filingsother actions (including, registrations and recordings without limitation, the delivery or filing of financing statements, agreements, instruments or other documents) as may have been reasonably requested by the Collateral Agent in order to perfect such security interest under the local laws of the jurisdiction of any issuer of such Pledged Securities, have been delivered to the Collateral Agent in completed and, to the extent necessary or appropriate, duly executed form for filing in each governmental, municipal or other office specified in Schedule II7 to the Perfection Certificate. Each Grantor Pledgor agrees that at the sole cost and expense of the GrantorsPledgors, (i) such Grantor Pledgor will maintain the security interest created by this Security Agreement in the Pledged Collateral as a perfected first priority security interest (subject to the Intercreditor Agreement and subject to Permitted Encumbrances having priority under applicable Law) and shall defend such security interest against the claims and demands of all Persons (other than with respect to Permitted Encumbrances), (ii) such Grantor shall furnish to uncertificated Pledged Securities in which a security interest cannot be perfected by taking all applicable actions under the Collateral Agent from time to time statements and schedules further identifying and describing the Collateral UCC and such other reports in connection with the Collateral as the Collateral Agent may reasonably request, all in reasonable detail and (iii) at any time and from time to time, upon the written request of the Collateral Agent, such Grantor shall promptly and duly execute and deliver, and file and have recorded, such further instruments and documents and take such further action as the Collateral Agent may reasonably request, including the filing of any financing statements, continuation statements and other documents (including this Security Agreement) under the UCC (or other applicable Laws) in effect in any jurisdiction with respect to the security interest created hereby and the execution and delivery of Control Agreements, all in form reasonably satisfactory to the Collateral Agent and in such offices actions (including, without limitation, the United States Patent and Trademark Office and delivery or filing of financing, statements, agreements instruments or other documents) as may have been reasonably requested by the United States Copyright Office) wherever required by applicable Law Collateral Agent in each case order to perfect, continue and maintain a valid, enforceable, first priority perfect such security interest in under the Collateral local laws of the jurisdiction of the issuer of such Pledged Securities) as provided herein (a perfected First Priority security interest subject only to Permitted Encumbrances having priority under applicable Law) and according to (other than any Pledged Collateral the terms cost of the Intercreditor Agreement and to preserve the other rights and interests granted to which the Collateral Agent hereunderreasonably determines, as against in its sole discretion, outweighs the Grantors and third parties (other than with respect to Permitted Encumbrancesbenefit of obtaining such perfection), with respect to the Collateral.

Financing Statements and Other Filings; Maintenance of Perfected Security Interest. Each Grantor represents and warrants that the only filings, registrations and recordings necessary and appropriate to create, preserve, protect, publish notice of and perfect the security interest granted by each Grantor to the Collateral Agent (for the benefit of the Credit Parties) pursuant to this Security Agreement in respect of the Collateral are listed on Schedule II hereto. Each Grantor represents and warrants that all such filings, registrations and recordings have been delivered to the Collateral Agent in completed and, to the extent necessary or appropriate, duly executed form for filing in each governmental, municipal or other office specified in Schedule II. Each Grantor Pledgor agrees that at the sole cost and expense of the GrantorsPledgors, (i) such Grantor will maintain the security interest created by this Security Agreement in the Collateral as a perfected first priority security interest (subject to the Intercreditor Agreement and subject to Permitted Encumbrances having priority under applicable Law) and shall defend such security interest against the claims and demands of all Persons (other than with respect to Permitted Encumbrances), (ii) such Grantor Pledgor shall furnish to the Collateral Agent from time to time statements and schedules further identifying and describing the Pledged Collateral and such other reports in connection with the Pledged Collateral as the Collateral Agent may reasonably request, all in reasonable detail and (iiiii) unless constituting an Excluded Perfection Action, at any time and from time to time, upon the written request of the Collateral Agent, such Grantor Pledgor shall promptly and duly execute and deliver, and file and have recorded, such further instruments and documents and take such further action as the Collateral Agent may reasonably requestrequest for the purpose of obtaining or preserving the full benefits of this Agreement and the rights and powers herein granted, including (1) the filing of any financing statements, continuation statements and other documents (including this Security Agreement) under the UCC (or other applicable Lawssimilar laws) in effect in any jurisdiction with respect to the security interest created hereby and (2) except in the case of ULC Shares, the execution and delivery of Control Agreements, all in form reasonably satisfactory to the Collateral Agent and in such offices (including, without limitation, including the United States Patent and Trademark Office and the United States Copyright Office) wherever required by applicable Law Legal Requirements to perfect (to the extent a security interest in each case to perfectsuch Pledged Collateral may be so perfected under applicable Legal Requirements), continue and maintain a valid, enforceable, first priority security interest (subject to Permitted Liens) in the Pledged Collateral as provided herein (subject to Permitted Encumbrances having priority under applicable Law) and according to the terms of the Intercreditor Agreement and to preserve the other rights and interests granted to the Collateral Agent hereunder, as against the Grantors and third parties (other than with respect to Permitted Encumbrances)parties, with respect to the Pledged Collateral.

Financing Statements and Other Filings; Maintenance of Perfected Security Interest. Each Grantor Pledgor represents and warrants that the only filingsall financing statements, registrations agreements, instruments and recordings other documents necessary and appropriate to create, preserve, protect, publish notice of and perfect the security interest granted by each Grantor it to the Collateral Agent (for the benefit of the Credit Parties) pursuant to this Security Agreement in respect of the Pledged Collateral are listed on Schedule II hereto. Each Grantor represents in which a security interest may be perfected by filing under the UCC, and warrants that all such filingsother actions (including, registrations and recordings without limitation, the delivery or filing of financing statements, agreements, instruments or other documents) as may have been reasonably requested by the Collateral Agent in order to perfect such security interest under the local laws of the jurisdiction of the issuer of any Pledged Securities, have been delivered to the Collateral Agent in completed and, to the extent necessary or appropriate, duly executed form for filing in each governmental, municipal or other office specified in Schedule II7 to the Perfection Certificate. Each Grantor Pledgor agrees that at the sole cost and expense of the GrantorsPledgors, (i) such Grantor Pledgor will maintain the security interest created by this Security Agreement in the Pledged Collateral as a perfected first priority security interest (subject to the Intercreditor Agreement and subject to Permitted Encumbrances having priority under applicable Law) and shall defend such security interest against the claims and demands of all Persons (other than with respect to Permitted Encumbrances), (ii) such Grantor shall furnish to uncertificated Pledged Securities in which a security interest cannot be perfected by taking all applicable actions under the Collateral Agent from time to time statements and schedules further identifying and describing the Collateral UCC and such other reports in connection with the Collateral as the Collateral Agent may reasonably request, all in reasonable detail and (iii) at any time and from time to time, upon the written request of the Collateral Agent, such Grantor shall promptly and duly execute and deliver, and file and have recorded, such further instruments and documents and take such further action as the Collateral Agent may reasonably request, including the filing of any financing statements, continuation statements and other documents (including this Security Agreement) under the UCC (or other applicable Laws) in effect in any jurisdiction with respect to the security interest created hereby and the execution and delivery of Control Agreements, all in form reasonably satisfactory to the Collateral Agent and in such offices actions (including, without limitation, the United States Patent and Trademark Office and delivery or filing of financing, statements, agreements instruments or other documents) as may have been reasonably requested by the United States Copyright Office) wherever required by applicable Law Collateral Agent in each case order to perfect, continue and maintain a valid, enforceable, first priority perfect such security interest in under the Collateral local laws of the jurisdiction of the issuer of such Pledged Securities) as provided herein (a perfected First Priority security interest subject only to Permitted Encumbrances having priority under applicable Law) and according to (other than any Pledged Collateral the terms cost of the Intercreditor Agreement and to preserve the other rights and interests granted to which the Collateral Agent hereunderreasonably determines, as against in its sole discretion, outweighs the Grantors and third parties (other than with respect to Permitted Encumbrancesbenefit of obtaining such perfection), with respect to the Collateral.

Financing Statements and Other Filings; Maintenance of Perfected Security Interest. Each Grantor represents and warrants that the only filingsGuarantor agrees that, registrations and recordings necessary and appropriate to create, preserve, protect, publish notice of and perfect the security interest granted by each Grantor to the Collateral Agent (for the benefit of the Credit Parties) pursuant to this Security Agreement in respect of the Collateral are listed on Schedule II hereto. Each Grantor represents and warrants that all such filings, registrations and recordings have been delivered to the Collateral Agent in completed and, to the extent necessary or appropriate, duly executed form for filing in each governmental, municipal or other office specified in Schedule II. Each Grantor agrees that at the sole cost and expense of the GrantorsGuarantors, (i) such Grantor Guarantor will maintain the security interest created by this Security Agreement in the Collateral as a perfected first second priority security interest (subject to the Intercreditor Agreement and subject to Permitted Encumbrances having priority under applicable Law) and shall defend such security interest against the claims and demands of all Persons (other than with respect to Permitted EncumbrancesLiens), (ii) such Grantor Guarantor shall furnish to the Collateral Agent Lender from time to time statements and schedules further identifying and describing the Collateral and such other reports in connection with the Collateral as the Collateral Agent Lender may reasonably request, all in reasonable detail and (iii) at any time and from time to time, upon the written request of the Collateral AgentLender, such Grantor Guarantor shall promptly and duly execute and deliver, and file and have recorded, such further instruments and documents and take such further action as the Collateral Agent Lender may reasonably request, including the filing of any financing statements, continuation statements and other documents (including this Security Agreement) under the UCC (or other applicable Lawslaws) in effect in any jurisdiction with respect to the security interest created hereby and (but excluding the execution and delivery right to request control agreements in respect of Control Agreementsdeposit accounts or investment property), all in form reasonably satisfactory to the Collateral Agent Lender and in such offices (including, without limitation, the United States Patent and Trademark Office and the United States Copyright Office) wherever required by applicable Law law in each case to perfect, continue and maintain a valid, enforceable, first second priority security interest in the Collateral as provided herein (subject to Permitted Encumbrances having priority under applicable Law) and according to the terms of the Intercreditor Agreement and to preserve the other rights and interests granted to the Collateral Agent hereunder▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, as against the Grantors Guarantors and third parties (other than with respect to Permitted EncumbrancesLiens), with respect to the Collateral.

Financing Statements and Other Filings; Maintenance of Perfected Security Interest. (a) Each Grantor represents and warrants that the only filingssecurity interests granted pursuant to this Agreement will, registrations upon completion of the filings and recordings necessary other actions specified on Schedule II hereto (which, in the case of all filings and appropriate other documents referred to createon said Schedule, preserve, protect, publish notice of and perfect the security interest granted by each Grantor have been or will be delivered to the Collateral Agent (in completed and, if applicable, duly executed form in accordance with the Credit Agreement and the other Loan Documents) constitute legal and valid perfected security interests in favor of the Agent, for the benefit of the Credit Parties, in each case prior and superior in right to any other Lien (other than Permitted Encumbrances), as collateral security for the Obligations, enforceable in accordance with the terms hereof against all creditors of such Grantor, in (i) pursuant to this Security Agreement all Collateral, Liens in respect which can be perfected by the filing of an appropriate UCC-1 financing statement and (ii) all registered Intellectual Property identified in Section 7 of the Collateral are listed on Schedule II heretoPerfection Certificate, to the extent that Liens therein can be perfected by filing of a security agreement with the United States Patent and Trademark Office or the United States Copyright Office. Each Grantor further represents and warrants that the security interests granted pursuant to this Agreement in Deposit Accounts and Securities Accounts or cash and cash equivalents contained therein will constitute legal and valid perfected security interests in favor of the Agent, for the benefit of the Credit Parties, as collateral security for the Obligations, enforceable in accordance with the terms hereof against all creditors of such filingsGrantor upon the entry by the applicable parties into appropriate Control Agreements, registrations and recordings have been delivered to the Collateral Agent in completed and, any case to the extent necessary or appropriate, duly executed form for filing in each governmental, municipal or other office specified in Schedule IIrequired by the Loan Documents. Each Grantor agrees that at the sole cost and expense of the Grantors, and without limiting any of the other provisions of this Agreement (i) such Grantor will maintain the security interest created by this Security Agreement in the Collateral as a perfected first priority security interest (subject to the Intercreditor Agreement and subject to Permitted Encumbrances having priority under applicable Law) and shall defend such security interest against the claims and demands of all Persons (other than with respect to Permitted Encumbrancesincluding, without limitation, SECTION 3.3 hereof), (ii) such Grantor shall furnish to the Collateral Agent from time to time statements and schedules further identifying and describing the Collateral and such other reports in connection with the Collateral as the Collateral Agent may reasonably request, all in reasonable detail and (iii) at any time and from time to time, upon the written request of the Collateral Agent, such Grantor shall promptly and duly execute and deliver, and file and have recorded, such further instruments and documents and take such further action as the Collateral Agent may reasonably requestrequest for the purpose of obtaining or preserving the full benefits of this Agreement and the other Loan Documents and the rights and powers herein and therein granted, including the filing of any financing statements, continuation statements and other documents (including this Security Agreement) under the UCC (or other applicable Laws) in effect in any jurisdiction with respect and, to the security interest created hereby and extent applicable, the execution and delivery of Control Agreements, endorsements and intellectual property agreements or instruments to be filed with the United States Patent and Trademark Office or the United States Copyright Office or, subject to the considerations set forth in SECTION 3.3(c), any similar office or agency in any other country or any political subdivision thereof, as applicable, all in form reasonably satisfactory to the Collateral Agent and in such offices as the Agent may reasonably request. (includingb) Notwithstanding anything in this Agreement to the contrary, without limitationother than the filing of a UCC financing statement or the filing of Copyright Security Agreements, Patent Security Agreements or Trademark Security Agreements with the United States Patent and Trademark Office and or the United States Copyright Office, as applicable (or any successor office or any similar office or agency of the United States, any State thereof or any other country or any political subdivision thereof) wherever (i) no actions shall be required by applicable Law in each case to perfect, continue and maintain a valid, enforceable, first priority perfect the security interest granted hereunder in Letter-of-Credit Rights having a nominal value of $500,000 or less individually, (ii) no actions shall be required to perfect the Collateral as provided herein (security interest granted hereunder in any motor vehicles and other assets subject to Permitted Encumbrances certificates of title, (iii) no actions shall be required to perfect the security interest granted hereunder in any Commercial Tort Claims having priority under applicable Lawa nominal value of $500,000 or less individually, (iv) there shall be no requirement on the part of any Grantors to deliver landlord or other third-party waivers, estoppels, consents or collateral access letters and according (v) no Grantor shall be required to the terms of the Intercreditor Agreement and to preserve the complete any filings or other rights and interests granted to the Collateral Agent hereunder, as against the Grantors and third parties (other than with respect to Permitted Encumbrances), action with respect to the Collateralperfection of security interests created hereby in any jursidcition outside of (A) the United States or any State or political subdivision thereof or (B) any other countrry or political subdivision thereof in which any Electing Foreign Guarantor is incorporated, formed or otherwise organized. In addition, to the extent that any security interest intended to be created hereunder in property of the type described in clauses (i) through (v) of this clause (b) is not valid and binding, no Grantor shall be found to be in breach of this Agreement or any of its obligations hereunder by virtue thereof, notwithstanding any other provisions herein to the contrary.

Financing Statements and Other Filings; Maintenance of Perfected Security Interest. Each Grantor The Pledgor represents and warrants that as of the date hereof the only filings, registrations and recordings UCC-1 financing statement necessary and appropriate to create, preserve, protect, publish notice of and perfect the security interest granted by each Grantor the Pledgor to the Collateral Agent (for the benefit of the Credit Parties) pursuant to this Security Agreement in respect of the Pledged Collateral are (to the extent a UCC financing statement can perfect such security interest) is listed on Schedule II hereto6 of the Perfection Certificate. Each Grantor represents and warrants that all such filings, registrations and recordings have Such UCC-1 financing statement has been delivered to the Collateral Agent in completed and, to the extent necessary or appropriate, duly executed form for filing in each applicable governmental, municipal or other office specified in on Schedule II6 of the Perfection Certificate. Each Grantor The Pledgor agrees that at the sole cost and expense of the GrantorsPledgor, (i) such Grantor the Pledgor will maintain the security interest created by this Security Agreement in the Pledged Collateral as a valid, enforceable, perfected first priority First Priority security interest (subject to Permitted Liens and the Intercreditor Agreement and subject requirements of this Agreement), except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws relating to Permitted Encumbrances having priority under applicable Law) or limiting creditors’ rights generally or by equitable principles relating to enforceability, and shall defend such security interest against the claims and demands of all Persons persons (other than with respect to the holders of such Permitted Encumbrances), Liens) and (ii) such Grantor shall furnish to the Collateral Agent from time to time statements and schedules further identifying and describing the Collateral and such other reports in connection with the Collateral as the Collateral Agent may reasonably request, all in reasonable detail and (iii) at any time and from time to time, upon the written request of the Collateral Agent, such Grantor the Pledgor shall promptly and duly execute and deliver, and file and have recorded, such further instruments and documents and take such further action as the Collateral Agent may reasonably requestrequest for the purpose of obtaining or preserving the full benefits of this Agreement and the rights and powers herein granted, including the filing of any financing statements, continuation statements and other documents (including this Security Agreement) under the UCC (or other applicable Lawssimilar laws) in effect in any jurisdiction in the United States with respect to the security interest created hereby and the execution and delivery of Control Agreementshereby, all in form reasonably satisfactory to the Collateral Agent and in such offices (including, without limitation, the United States Patent and Trademark Office and the United States Copyright Office) wherever required by applicable Law in each case to perfect, continue and maintain a valid, enforceable, first priority security interest in the Collateral as provided herein (subject to Permitted Encumbrances having priority under applicable Law) and according to the terms of the Intercreditor Agreement and to preserve the other rights and interests granted to the Collateral Agent hereunder, as against the Grantors and third parties (other than with respect to Permitted Encumbrances), with respect to the CollateralAgent.

Financing Statements and Other Filings; Maintenance of Perfected Security Interest. Each Grantor Pledgor represents and warrants that the only filingsall financing statements, registrations agreements, instruments and recordings other documents necessary and appropriate to create, preserve, protect, publish notice of and perfect the security interest granted by each Grantor it to the Collateral Agent (for the benefit of the Credit Parties) pursuant to this Security Agreement in respect of the Pledged Collateral are listed on Schedule II hereto. Each Grantor represents (other than uncertificated Pledged Securities in which a security interest cannot be perfected by taking all applicable actions under the UCC and warrants that all such filingsother actions (including, registrations and recordings without limitation, the delivery or filing of financing, statements, agreements instruments or other documents) as may have been reasonably requested by the Collateral Agent in order to perfect such security interest under the local laws of the jurisdiction of the issuer of such Pledged Securities) have been delivered to the Collateral Agent in completed and, to the extent necessary or appropriate, duly executed form for filing in each governmental, municipal or other office specified in Schedule II6 to the Perfection Certificate. Each Grantor Pledgor agrees that at the sole cost and expense of the GrantorsPledgors, (i) such Grantor Pledgor will maintain the security interest created by this Security Agreement in the Pledged Collateral (other than uncertificated Pledged Securities in which a security interest cannot be perfected by taking all applicable actions under the UCC and such other actions (including, without limitation, the delivery or filing of financing, statements, agreements instruments or other documents) as may have been reasonably requested by the Collateral Agent in order to perfect such security interest under the local laws of the jurisdiction of the issuer of such Pledged Securities) as a perfected first priority security interest (subject to the Intercreditor Agreement and subject only to Permitted Encumbrances having priority under applicable Law) and shall defend such security interest against the claims and demands of all Persons (other than with respect to Permitted Encumbrances), (ii) such Grantor shall furnish to the Collateral Agent from time to time statements and schedules further identifying and describing the Collateral and such other reports in connection with the Collateral as the Collateral Agent may reasonably request, all in reasonable detail and (iii) at any time and from time to time, upon the written request of the Collateral Agent, such Grantor shall promptly and duly execute and deliver, and file and have recorded, such further instruments and documents and take such further action as the Collateral Agent may reasonably request, including the filing of any financing statements, continuation statements and other documents (including this Security Agreement) under the UCC (or other applicable Laws) in effect in any jurisdiction with respect to the security interest created hereby and the execution and delivery of Control Agreements, all in form reasonably satisfactory to the Collateral Agent and in such offices (including, without limitation, the United States Patent and Trademark Office and the United States Copyright Office) wherever required by applicable Law in each case to perfect, continue and maintain a valid, enforceable, first priority security interest in the Collateral as provided herein (subject to Permitted Encumbrances having priority under applicable Law) and according to the terms of the Intercreditor Agreement and to preserve the other rights and interests granted to the Collateral Agent hereunder, as against the Grantors and third parties (other than with respect to Permitted Encumbrances), with respect to the CollateralLiens.

Financing Statements and Other Filings; Maintenance of Perfected Security Interest. Each Grantor represents and warrants that the only filings, registrations and recordings necessary and appropriate to create, preserve, protect, publish notice of and perfect the security interest granted by each Grantor to the Collateral Agent (for the benefit of the Credit Parties) pursuant to this Security Agreement in respect of the Collateral are listed on Schedule II hereto. Each Grantor represents and warrants that all such filings, registrations and recordings have been delivered to the Collateral Agent in completed and, to the extent necessary or appropriate, duly executed form for filing in each governmental, municipal or other office specified in Schedule II. Each Grantor Pledgor agrees that at the sole cost and expense of the GrantorsPledgors, (i) such Grantor Pledgor will maintain the security interest created by this Security Agreement in the Pledged Collateral as a perfected first priority Junior Priority security interest (subject to and, upon the Intercreditor Agreement and subject to Permitted Encumbrances having priority under applicable Law) and reasonable request of the Trustee, shall defend such security interest against the claims and demands of all Persons (other than with respect to persons except Permitted Encumbrances)Collateral Liens, (ii) such Grantor Pledgor shall furnish to the Collateral Agent Trustee from time to time statements and schedules further identifying and describing the Pledged Collateral and such other reports in connection with the Pledged Collateral as the Collateral Agent Trustee may reasonably request, all in reasonable detail and (iii) at any time and from time to time, upon the written request of the Collateral AgentTrustee, such Grantor Pledgor shall promptly and duly execute and deliver, and file and have recorded, such further instruments and documents and take such further action as the Collateral Agent Trustee may reasonably requestrequest for the purpose of obtaining or preserving the full benefits of this Agreement and the rights and powers herein granted, including the filing of any financing statements, continuation statements and other documents (including this Security Agreement) under the UCC Uniform Commercial Code (or other applicable Lawssimilar laws) in effect in any jurisdiction with respect to the security interest created hereby and the execution and delivery of Control Agreements, all in form reasonably satisfactory to the Collateral Agent Trustee and in such offices (including, without limitation, including the United States Patent and Trademark Office and the United States Copyright Office) wherever required by applicable Law in each case law to perfect, continue and maintain a valid, enforceable, first priority Junior Priority security interest in the Pledged Collateral as provided herein (subject to Permitted Encumbrances having priority under applicable Law) and according to the terms of the Intercreditor Agreement and to preserve the other rights and interests granted to the Collateral Agent Trustee hereunder, as against the Grantors and third parties (other than with respect to Permitted Encumbrances)parties, with respect to the Pledged Collateral.

Financing Statements and Other Filings; Maintenance of Perfected Security Interest. Each Grantor represents and warrants as of the date hereof that the only filings, registrations and recordings necessary and appropriate to create, preserve, protect, publish notice of and perfect the security interest granted by each Grantor to the Collateral Agent (for the benefit of the Credit Parties) pursuant to this Security Agreement in respect of the Collateral are listed on Schedule II I hereto. Each Grantor represents and warrants as of the date hereof that all such filings, registrations and recordings have been delivered to the Collateral Agent in completed and, to the extent necessary or appropriate, duly executed form for filing in each governmental, municipal or other office specified in Schedule III attached hereto. Each Grantor agrees that at the sole cost and expense of the Grantors, (i) such Grantor will maintain the security interest created by this Security Agreement in the Collateral as a perfected first priority security interest (subject other than, in the case of this clause (i), with respect to the Intercreditor Agreement and subject to Permitted Encumbrances non-consensual Liens having priority under by operation of applicable LawLaw over the Lien of the Agent and the Liens of the Pathlight Term Agent in the “Term Loan Priority Collateral” (as defined in the Pathlight Intercreditor Agreement)) and shall defend such security interest against the claims and demands of all Persons (other than (i) with respect to claims or demands regarding priority of Liens, Permitted Encumbrances having priority by operation of law, and (ii) with respect to all other claims and demands, Permitted Encumbrances), and (ii) such Grantor shall furnish to the Collateral Agent from time to time statements and schedules further identifying and describing the Collateral and such other reports in connection with the Collateral as the Collateral Agent may reasonably request, all in reasonable detail and (iii) at any time and from time to time, upon the written request of the Collateral Agent, such Grantor shall promptly and duly execute and deliver, and file and have recorded, such further instruments and documents and take such further action as the Collateral Agent may reasonably requestrequest (in each case to the extent consistent with the terms hereof and of the other Loan Documents), including the filing of any financing statements, financing change statements, continuation statements and other documents (including this Security Agreement) under the UCC PPSA (or other applicable Laws) in effect in any jurisdiction with respect to the security interest created hereby and the execution and delivery of Account Control Agreements, all in form reasonably satisfactory to the Collateral Agent and in such offices (including, including without limitation, the Canadian Intellectual Property Office, the United States Patent and Trademark Office and the United States Copyright Office) wherever required by applicable Law in each case to perfect, continue and maintain a valid, enforceable, first priority security interest in the Collateral as provided herein (subject to Permitted Encumbrances having priority under applicable Lawthe Liens of the Pathlight Term Agent in the “Term Loan Priority Collateral” (as defined in the Pathlight Intercreditor Agreement)) as and according to the terms of the Intercreditor Agreement extent provided herein and to preserve the other rights and interests granted to the Collateral Agent hereunder, as against the Grantors and third parties (other than with respect to Permitted Encumbrances), with respect to the Collateral.

Financing Statements and Other Filings; Maintenance of Perfected Security Interest. Each Grantor Pledgor represents and warrants that the only filings, registrations and recordings UCC-1 financing statements necessary and appropriate to create, preserve, protect, publish notice of and perfect the security interest granted by each Grantor Pledgor to the Collateral Agent (for the benefit of the Credit Parties) pursuant to this Security Agreement in respect of the Collateral (to the extent a UCC-1 financing statement can perfect such security interest) as of the date hereof are listed on Schedule II 1 hereto. Each Grantor represents and warrants that all All such filings, registrations and recordings UCC-1 financing statements have been delivered to the Collateral Agent in completed and, (and to the extent necessary or appropriate, duly executed form executed) and filed or submitted for filing in each applicable governmental, municipal or other office specified in Schedule II1 hereto. Each Grantor Pledgor agrees that at the sole cost and expense of the GrantorsPledgors, (i) such Grantor Pledgor will maintain the security interest created by this Security Agreement in the Collateral as a valid, enforceable, perfected first priority security interest (subject to Permitted Liens, Section 2.2(c) and the Intercreditor Agreement and subject other requirements of this Agreement), except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws relating to Permitted Encumbrances having priority under applicable Law) or limiting creditors’ rights generally or by equitable principles relating to enforceability, and shall defend such security interest against the claims and demands of all Persons (other than with respect to the holders of such Permitted EncumbrancesLiens), (ii) following the occurrence and during the existence of any Event of Default, such Grantor Pledgor shall furnish to the Collateral Agent from time to time statements and schedules further identifying and describing the Collateral and such other reports in connection with the Collateral as the Collateral Agent may reasonably request, all in reasonable detail and (iii) at any time and from time to time, upon the written request of the Collateral Agent, such Grantor Pledgor shall promptly and duly execute and deliver, and file and have recorded, such further instruments and documents and take such further action as may be reasonably necessary for the purpose of maintaining the valid, enforceable and perfected Liens of the Collateral Agent may reasonably requestfor the benefit of the Secured Parties on the Collateral, including (x) the filing of any financing statements, continuation statements and other documents (including this Security Agreement) under the UCC (or other applicable Lawssimilar laws) in effect in any jurisdiction with respect to the security interest created hereby and (y) the execution and delivery of Control Agreements, all in form reasonably satisfactory to the Collateral Agent and each case, in such offices (including, without limitation, the United States Patent and Trademark Office and the United States Copyright Office) wherever required by applicable Law Legal Requirements to perfect (to the extent a security interest in each case to perfectsuch Collateral may be so perfected under applicable Legal Requirements), continue and maintain a valid, enforceable, first priority security interest (subject to Permitted Liens), except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws relating to or limiting creditors’ rights generally or by equitable principles relating to enforceability, in the Collateral as provided herein (subject to Permitted Encumbrances having priority under applicable Law) and according to the terms of the Intercreditor extent required) in this Agreement and to preserve the other Liens and related rights and interests granted to the Collateral Agent hereunder, as against the Grantors and third parties claiming a prior security interest in the Collateral (other than with respect to the holders of Permitted EncumbrancesLiens), with respect to the Collateral. Good Technology Software, Inc. further agrees that at its sole cost and expense that, (i) within 5 days of the date hereof (the “Notice Date”), it shall cause to be given notice to Motorola (as such term is defined on Schedule 14(b) to the Perfection Certificate) of its desire to terminate the Motorola Lien (as such term is defined on Schedule 14(b) to the Perfection Certificate) and (ii) if Motorola has failed to send it a termination statement or has failed to terminate the Motorola Lien on the date that is 20 days after the Notice Date (the “Notice Expiration Date”), Good Technology Software, Inc. shall file the termination statement attached to Schedule 14(a) of the Perfection Certificate on such date that is 5 days after the Notice Expiration Date.

Financing Statements and Other Filings; Maintenance of Perfected Security Interest. Each Grantor Pledgor represents and warrants that the only filingsall financing statements, registrations agreements, instruments and recordings other documents necessary and appropriate to create, preserve, protect, publish notice of and perfect the security interest granted by each Grantor it to the Notes Collateral Agent (for the benefit of the Credit Parties) pursuant to this Security Agreement in respect of the Collateral, to the extent that such Collateral are listed may be perfected by (x) filing, recording or registering a financing statement in the United States (or any political subdivision thereof) pursuant to the Uniform Commercial Code or other applicable law in such jurisdictions or (y) the receipt and recording of the Intellectual Property Security Agreements with the United States Patent and Trademark Office and the United States Copyright Office, as applicable, and in each case other than (i) with respect to Collateral subject to any certificate of title statute, notations of Notes Collateral Agent’s Lien on Schedule II hereto. Each Grantor represents such certificates of title, (ii) Deposit Accounts, (iii) Intellectual Property registered outside of the United States and warrants that all (iv) Collateral the perfection of which is to occur after the Issue Date as provided herein or in the Indenture (but only until such filingstime as such perfection is required hereunder or thereunder), registrations and recordings have been delivered to the Notes Collateral Agent in completed and, to the extent necessary or appropriate, duly executed form for filing and, where necessary or appropriate, filed in each the applicable governmental, municipal or other office specified in Schedule IIoffice. Each Grantor Pledgor agrees that at the sole cost and expense of the GrantorsPledgors, (i) such Grantor will maintain Pledgor will, to the extent consistent with any Junior Lien Priority Intercreditor Agreement, take such actions as are reasonably necessary or reasonably requested by the Notes Collateral Agent to maintain, subject to the provisions of the Indenture, the security interest created by this Security Agreement in the Collateral as a perfected first priority security interest (subject to the Intercreditor Agreement and subject to Permitted Encumbrances having priority under applicable Law) and shall defend such security interest against the claims and demands of all Persons (other than with respect to Permitted Encumbrances), (ii) such Grantor shall furnish to the Collateral Agent from time to time statements and schedules further identifying and describing the Collateral and such other reports in connection with the Collateral as the Collateral Agent may reasonably request, all in reasonable detail and (iii) at any time and from time to time, upon the written request of the Collateral Agent, such Grantor shall promptly and duly execute and deliver, and file and have recorded, such further instruments and documents and take such further action as the Collateral Agent may reasonably request, including the filing of any financing statements, continuation statements and other documents (including this Security Agreement) under the UCC (or other applicable Laws) in effect in any jurisdiction with respect to the security interest created hereby and the execution and delivery of Control Agreements, all in form reasonably satisfactory to the Collateral Agent and in such offices (including, without limitation, the United States Patent and Trademark Office and the United States Copyright Office) wherever required by applicable Law in each case to perfect, continue and maintain a valid, enforceable, first priority security interest in the Collateral as provided herein (subject to Permitted Encumbrances having priority under applicable Law) and according to the terms of the Intercreditor Agreement and to preserve the other rights and interests granted to the Collateral Agent hereunder, as against the Grantors and third parties (other than with respect to Permitted Encumbrances), with respect to the Collateralinterest.

Financing Statements and Other Filings; Maintenance of Perfected Security Interest. Each Grantor represents and warrants that the only filingsPledgor agrees that, registrations and recordings necessary and appropriate to create, preserve, protect, publish notice of and perfect the security interest granted by each Grantor to the Collateral Agent (for the benefit of the Credit Parties) pursuant to this Security Agreement in respect of the Collateral are listed on Schedule II hereto. Each Grantor represents and warrants that all such filings, registrations and recordings have been delivered to the Collateral Agent in completed and, to the extent necessary or appropriate, duly executed form for filing in each governmental, municipal or other office specified in Schedule II. Each Grantor agrees that at the sole cost and expense of the GrantorsPledgors, (i) such Grantor Pledgor will maintain the security interest created by this Security Agreement in the Pledged Collateral as a perfected first priority perfected, continuing security interest therein (subject to the Intercreditor any applicable provisions set forth in this Agreement and subject to Permitted Encumbrances having priority under applicable Law) and shall defend such security interest against the claims and demands of all Persons (other than with respect to Permitted Encumbranceslimitations on perfections of Liens on Pledged Collateral and to any applicable Requirements of Law (including, without limitation, any Gaming Laws)), prior to all Liens except for Permitted Liens, and (ii) such Grantor shall furnish to the Collateral Agent from time to time statements and schedules further identifying and describing the Collateral and such other reports in connection with the Collateral as the Collateral Agent may reasonably request, all in reasonable detail and (iii) at any time and from time to time, upon the written request of the Collateral Agent, such Grantor Pledgor shall promptly and and, to the extent necessary or appropriate, duly execute and deliver, and file and have recorded, deliver such further financing statements, assignments, instruments and documents and take such further action as the Collateral Agent may reasonably requestrequest for the purpose of obtaining or preserving the full benefits of this Agreement and of the rights and powers herein granted, including the filing of any financing statements, or continuation statements and other documents (including this Security Agreement) statement under the UCC Uniform Commercial Code (or other applicable Lawssimilar laws) in effect in any United States jurisdiction with respect to the security interest created hereby and the execution and delivery of Control Agreementshereby, all in form reasonably satisfactory to the Collateral Agent and in such United States offices (including, without limitation, including the United States Patent and Trademark Office and the United States Copyright Office) wherever required by applicable Law in each case law to perfect, continue and maintain a valid, enforceable, first priority security interest in the Pledged Collateral as provided herein (subject to Permitted Encumbrances having priority under applicable Law) and according to the terms of the Intercreditor Agreement and to preserve the other rights and interests granted to the Collateral Agent hereunder, as against the Grantors and third parties (other than with respect to Permitted Encumbrances)parties, with respect to the Pledged Collateral.

Financing Statements and Other Filings; Maintenance of Perfected Security Interest. Each Grantor represents and warrants that the The only filings, registrations and recordings necessary and appropriate to create, preserve, protect, publish notice of and perfect the security interest interests granted by each Grantor the Company to the Collateral Agent (for the benefit of the Credit Secured Parties) pursuant to this Security Agreement in respect of the Pledged Collateral are listed on in Schedule II hereto7 of the Perfection Certificate. Each Grantor represents and warrants that all All such filings, registrations and recordings have been delivered to the Collateral Agent in completed and, to the extent necessary or appropriate, duly executed form for filing in each governmental, municipal or other office specified in Schedule II7 of the Perfection Certificate and shall be filed, registered and recorded immediately after the date thereof. Each Grantor The Company agrees that at the sole cost and expense of the GrantorsCompany, (i) such Grantor the Company will maintain the security interest interests created by this Security Agreement in the Pledged Collateral as a perfected first security interests having at least the priority security interest (subject to the Intercreditor Agreement and subject to Permitted Encumbrances having priority under applicable Law) required hereunder and shall defend such security interest interests against the claims and demands of all Persons (other than with respect to Permitted Encumbrances)Persons, (ii) such Grantor shall the Company will furnish to the Collateral Agent from time to time statements and schedules further identifying and describing the Pledged Collateral and such other reports in connection with the Pledged Collateral as the Collateral Agent may reasonably request, all in reasonable detail and (iii) at any time and from time to time, upon the written request of the Collateral Agent, such Grantor shall the Company will promptly and duly execute and deliver, and file and have recorded, such further instruments and documents and take such further action as the Collateral Agent may reasonably requestrequest for the purpose of obtaining or preserving the full benefits of this Agreement and of the rights and powers herein granted, including the filing of any financing statements, or continuation statements and other documents (including this Security Agreement) statement under the UCC (or other applicable Lawssimilar laws) in effect in any jurisdiction with respect to the security interest interests created hereby and the execution and delivery of Control Agreements, all in form reasonably satisfactory to the Collateral Agent and in such offices (including, without limitation, the United States Patent and Trademark Office and the United States Copyright Office) wherever required by applicable Law in each case to perfect, continue and maintain a valid, enforceable, first priority security interest in the Collateral as provided herein (subject to Permitted Encumbrances having priority under applicable Law) and according to the terms of the Intercreditor Agreement and to preserve the other rights and interests granted to the Collateral Agent hereunder, as against the Grantors and third parties (other than with respect to Permitted Encumbrances), with respect to the Collateral.

Financing Statements and Other Filings; Maintenance of Perfected Security Interest. Each Grantor Pledgor represents and warrants that the only filingsall financing statements, registrations agreements, instruments and recordings other documents necessary and appropriate to create, preserve, protect, publish notice of and perfect the security interest granted by each Grantor it to the Collateral Administrative Agent (for the benefit of the Credit Parties) pursuant to this Security Agreement in respect of the Pledged Collateral are listed on Schedule II hereto. Each Grantor represents (other than uncertificated Pledged Securities in which a security interest cannot be perfected by taking all applicable actions under the UCC and warrants that all such filingsother actions (including, registrations and recordings without limitation, the delivery or filing of financing, statements, agreements instruments or other documents) as may have been reasonably requested by the Administrative Agent in order to perfect such security interest under the local laws of the jurisdiction of the issuer of such Pledged Securities) have been delivered to the Collateral Administrative Agent in completed and, to the extent necessary or appropriate, duly executed form for filing in each governmental, municipal or other office specified in Schedule II6 to the Perfection Certificate. Each Grantor Pledgor agrees that at the sole cost and expense of the GrantorsPledgors, (i) such Grantor Pledgor will maintain the security interest created by this Security Agreement in the Pledged Collateral (other than uncertificated Pledged Securities in which a security interest cannot be perfected by taking all applicable actions under the UCC and such other actions (including, without limitation, the delivery or filing of financing, statements, agreements instruments or other documents) as may have been reasonably requested by the Administrative Agent in order to perfect such security interest under the local laws of the jurisdiction of the issuer of such Pledged Securities) as a perfected first priority security interest (subject to the Intercreditor Agreement and subject only to Permitted Encumbrances having priority under applicable Law) and shall defend such security interest against the claims and demands of all Persons (other than with respect to Permitted Encumbrances), (ii) such Grantor shall furnish to the Collateral Agent from time to time statements and schedules further identifying and describing the Collateral and such other reports in connection with the Collateral as the Collateral Agent may reasonably request, all in reasonable detail and (iii) at any time and from time to time, upon the written request of the Collateral Agent, such Grantor shall promptly and duly execute and deliver, and file and have recorded, such further instruments and documents and take such further action as the Collateral Agent may reasonably request, including the filing of any financing statements, continuation statements and other documents (including this Security Agreement) under the UCC (or other applicable Laws) in effect in any jurisdiction with respect to the security interest created hereby and the execution and delivery of Control Agreements, all in form reasonably satisfactory to the Collateral Agent and in such offices (including, without limitation, the United States Patent and Trademark Office and the United States Copyright Office) wherever required by applicable Law in each case to perfect, continue and maintain a valid, enforceable, first priority security interest in the Collateral as provided herein (subject to Permitted Encumbrances having priority under applicable Law) and according to the terms of the Intercreditor Agreement and to preserve the other rights and interests granted to the Collateral Agent hereunder, as against the Grantors and third parties (other than with respect to Permitted Encumbrances), with respect to the CollateralLiens.

Financing Statements and Other Filings; Maintenance of Perfected Security Interest. Each Grantor Pledgor represents and warrants that that, except for the only filingsactions described in Schedule 5.16 to the Credit Agreement during the time prior to which such actions are required to be taken pursuant thereto, registrations all financing statements, agreements, instruments and recordings other documents necessary and appropriate to create, preserve, protect, publish notice of and perfect the security interest granted by each Grantor it to the Collateral Agent (for the benefit of the Credit Parties) pursuant to this Security Agreement in respect of the Pledged Collateral are listed on Schedule II hereto. Each Grantor represents and warrants that all such filings, registrations and recordings have been delivered to the Collateral Agent in completed and, to the extent necessary or appropriate, duly executed form for filing in each governmental, municipal or other office specified on Schedule 2 (in Schedule IIthe case of the Intellectual Property Collateral, to the extent a security interest therein can be perfected by the filing of such financing statement, agreement, instrument or other document); provided, however, that the Pledgors shall not be required to perfect any security interest by filing in offices outside the United States. Each Grantor Pledgor agrees that at the sole cost and expense of the GrantorsPledgors, (i) such Grantor Pledgor will maintain the security interest created by this Security Agreement in the Pledged Collateral as a perfected first priority security interest (subject to the Intercreditor Agreement and subject only to Permitted Encumbrances having priority under applicable Law) and shall defend such security interest against Liens; provided, however, that the claims and demands of all Persons (other than with respect Pledgor will not be required to Permitted Encumbrances), (ii) such Grantor shall furnish take any action beyond that required pursuant to the Collateral Agent from time to time statements and schedules further identifying and describing the Collateral and such other reports Section 2.2 in connection with any continuation statements required to be filed in order to avoid the Collateral as the Collateral Agent may reasonably request, all in reasonable detail and (iii) at any time and from time lapsing of a UCC financing statement pursuant to time, upon the written request Section 9-515 of the Collateral Agent, such Grantor shall promptly and duly execute and deliver, and file and have recorded, such further instruments and documents and take such further action as the Collateral Agent may reasonably request, including the filing of any financing statements, continuation statements and other documents (including this Security Agreement) under the UCC (or other applicable Laws) in effect in any jurisdiction with respect to the security interest created hereby and the execution and delivery of Control Agreements, all in form reasonably satisfactory to the Collateral Agent and in such offices (including, without limitation, the United States Patent and Trademark Office and the United States Copyright Office) wherever required by applicable Law in each case to perfect, continue and maintain a valid, enforceable, first priority security interest in the Collateral as provided herein (subject to Permitted Encumbrances having priority under applicable Law) and according to the terms of the Intercreditor Agreement and to preserve the other rights and interests granted to the Collateral Agent hereunder, as against the Grantors and third parties (other than with respect to Permitted Encumbrances), with respect to the CollateralUCC.