Common use of Security Documents Clause in Contracts

Security Documents. (a) The Collateral Agreement, upon execution and delivery thereof by the parties thereto, will create in favor of the Collateral Agent, for the ratable benefit of the Secured Parties, a legal, valid and enforceable security interest in the Collateral (as defined in the Collateral Agreement) and the proceeds thereof and when financing statements or other filings in appropriate form are filed in the offices specified on Schedule 3.19(a) (or, in the case of Collateral delivered after the date hereof in accordance with the provisions of Section 5.12, in the appropriate filing offices), the Lien created under the Collateral Agreement will constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral (other than Intellectual Property, as defined in the Collateral Agreement), in each case prior and superior in right to any other person, other than Permitted Liens that may take priority as a matter of law, and as otherwise provided in the Pari Passu Intercreditor Agreement. (b) Upon the recordation of the Collateral Agreement (or a short-form security agreement in form and substance reasonably satisfactory to the Borrower and the Administrative Agent) with the United States Patent and Trademark Office and the United States Copyright Office, together with the financing statements or such other filings in appropriate form filed in the offices specified on Schedule 3.19(a) (or, in the case of Collateral delivered after the date hereof in accordance with the provisions of Section 5.12, in the appropriate filing offices), the Lien created under the Collateral Agreement shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in Patents and Trademarks (as each term is defined in the Collateral Agreement) registered or applied for with the United States Patent and Trademark Office or Copyrights (as defined in the Collateral Agreement) registered or applied for with the United States Copyright Office, as the case may be, in each case prior and superior in right to any other person other than Permitted Liens that may take priority as a matter of law, and as otherwise provided in the Pari Passu Intercreditor Agreement (it being understood that subsequent recordings in the United States Patent and Trademark Office and the United States Copyright Office may be necessary to perfect a Lien on registered or applied for Patents, Trademarks, or Copyrights, acquired by the Loan Parties after the date hereof).

Security Documents. (a) The provisions of the Guaranty and Collateral Agreement, upon execution and delivery thereof by the parties thereto, will Agreement are effective to create in favor of the Collateral Agent, Agent for the ratable benefit of the Secured Parties, Creditors a legal, valid and enforceable security interest in the Collateral (as defined in the Collateral Agreement) and the proceeds thereof and when financing statements or other filings in appropriate form are filed in the offices specified on Schedule 3.19(a) (or, in the case of Collateral delivered after the date hereof in accordance with the provisions of Section 5.12, in the appropriate filing offices), the Lien created under the Collateral Agreement will constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Credit Parties in the GCA Collateral described therein, and the Collateral Agent, for the benefit of the Secured Creditors, has, or will within 5 Business Days of the Initial Borrowing Date have, a fully perfected security interest in all right, title and interest in all of the GCA Collateral described therein to the extent that the perfection of such security interests can be obtained through the filing of UCC financing statements or other actions required in accordance with the terms of the Guaranty and Collateral Agreement (other than Intellectual Property, as defined except to the extent such actions are not then required to have been taken in accordance with the express provisions of the Guaranty and Collateral Agreement), subject to no other Liens other than Permitted Liens. The recordation of (x) the Grant of Security Interest in U.S. Patents and (y) the Grant of Security Interest in U.S. Trademarks in the respective form attached to the Guaranty and Collateral Agreement, in each case prior and superior in right to any other person, other than Permitted Liens that may take priority as a matter of law, and as otherwise provided in the Pari Passu Intercreditor Agreement. (b) Upon the recordation of the Collateral Agreement (or a short-form security agreement in form and substance reasonably satisfactory to the Borrower and the Administrative Agent) with the United States Patent and Trademark Office Office, together with filings on Form UCC-1 made pursuant to the Guaranty and Collateral Agreement, will create, as may be perfected by such filings and recordation, a perfected security interest in the United States trademarks and patents covered by the Guaranty and Collateral Agreement, and the recordation of the Grant of Security Interest in U.S. Copyrights in the form attached to the Guaranty and Collateral Agreement with the United States Copyright Office, together with filings on Form UCC-1 made pursuant to the financing statements Guaranty and Collateral Agreement, will create, as may be perfected by such filings and recordation, a perfected security interest in the United States copyrights covered by the Guaranty and Collateral Agreement. (b) Each Mortgage creates, as security for the obligations purported to be secured thereby, a valid and enforceable perfected security interest in and mortgage lien on the respective Mortgaged Property in favor of the Collateral Agent (or such other filings trustee as may be required or desired under local law) for the benefit of the Secured Creditors, superior and prior to the rights of all third Persons (except that the security interest and mortgage lien created on such Mortgaged Property may be subject to the Permitted Encumbrances related thereto) and subject to no other Liens (other than Permitted Encumbrances related thereto). Notwithstanding anything to the contrary contained above in appropriate form filed this Section 9.20, to the extent that actions with respect to the Collateral are not required to be taken on the Initial Borrowing Date pursuant to the express provisions of Section 6.10(b) hereof, then the foregoing representations in this Section 9.20 shall be deemed modified to the offices specified on Schedule 3.19(a) (orextent reasonably required so that same are not untrue as a result of actions not required to be taken pursuant to said Section 6.10(b); provided that with respect to any such action which was not required to be taken pursuant to Section 6.10(b), in the case of Collateral delivered after exception provided herein shall cease to apply at such time as the date hereof respective action is required to be taken in accordance with the provisions requirements of Section 5.12, in the appropriate filing offices), the Lien created under the Collateral Agreement shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in Patents and Trademarks (as each term is defined in the Collateral Agreement) registered or applied for with the United States Patent and Trademark Office or Copyrights (as defined in the Collateral Agreement) registered or applied for with the United States Copyright Office, as the case may be, in each case prior and superior in right to any other person other than Permitted Liens that may take priority as a matter of law, and as otherwise provided in the Pari Passu Intercreditor Agreement (it being understood that subsequent recordings in the United States Patent and Trademark Office and the United States Copyright Office may be necessary to perfect a Lien on registered or applied for Patents, Trademarks, or Copyrights, acquired by the Loan Parties after the date 10.10 hereof).

Security Documents. (a) The Guarantee and Collateral Agreement, upon execution and delivery thereof by the parties thereto, will Agreement is effective to create in favor of the Collateral Agent, for the ratable benefit of the Secured Parties, a legal, valid and enforceable security interest in the Collateral (as defined in the Guarantee and Collateral Agreement) and, when (i) in respect of Collateral in which a security interest can be perfected by control, such Collateral is delivered to the Collateral Agent and for so long as the proceeds thereof Collateral Agent remains in possession of such Collateral, the security interest created by the Guarantee and when Collateral Agreement shall constitute a perfected first priority security interest in all right, title and interest of the pledgor thereunder in such Collateral, in each case prior and superior in right to any other Person and (ii) in respect of Collateral in which a security interest can be perfected by the filing of UCC financing statements, financing statements or other filings in appropriate form are filed in the offices specified on Schedule 3.19(a) (or, in 1.04 to the case of Perfection Certificate most recently delivered to the Collateral delivered after the date hereof in accordance with the provisions of Section 5.12, in the appropriate filing offices)Agent, the Lien security interest created under by the Guarantee and Collateral Agreement will shall constitute a fully perfected Lien on, and security interest in, in all right, title and interest of the Loan Parties grantors thereunder in such Collateral (other than the Intellectual Property, Property (as defined in the Guarantee and Collateral Agreement)), in each case prior and superior in right to any other personPerson, other than Permitted with respect to Liens that may take priority as a matter of law, permitted by Section 6.02 and as otherwise provided in subject to the Pari Passu Intercreditor Agreement. (b) Upon [Reserved] (c) When the recordation of the Guarantee and Collateral Agreement (or a short-form security agreement summary thereof) is filed in form and substance reasonably satisfactory to the Borrower and the Administrative Agent) with the United States Patent and Trademark Office and the United States Copyright Office, together with Office and the financing statements or such other filings referred to in appropriate form filed in the offices specified on Schedule 3.19(aSection 3.17(a) (or, in the case of Collateral delivered after the date hereof in accordance with the provisions of Section 5.12, in the appropriate filing offices)above are appropriately filed, the Lien security interest created under by the Guarantee and Collateral Agreement shall constitute a fully perfected Lien on, and security interest in, in all right, title and interest of the Loan Parties grantors thereunder in Patents and Trademarks the Intellectual Property (as each term is defined in the Guarantee and Collateral Agreement) registered in which a security interest may be perfected by filing, recording or applied for with registering a security agreement, financing statement or analogous document in the United States Patent and Trademark Office or Copyrights (as defined in the Collateral Agreement) registered or applied for with the United States Copyright Office, as the case may beapplicable, in each case prior and superior in right to any other person other than Permitted Liens that may take priority as a matter of law, and as otherwise provided in the Pari Passu Intercreditor Agreement Person (it being understood that subsequent recordings in the United States Patent and Trademark Office and the United States Copyright Office and subsequent UCC filings may be necessary to perfect a Lien lien on registered or applied for Patentstrademarks, Trademarks, or Copyrights, trademark applications and copyrights acquired by the Loan Parties after the date hereofClosing Date), other than with respect to Liens permitted by Section 6.02 and subject to the Intercreditor Agreement. (d) Each Mortgage, upon execution and delivery thereof by the parties thereto, is effective to create, subject to the exceptions listed in each title insurance policy covering such Mortgage, in favor of and reasonably satisfactory to the Collateral Agent, for the benefit of the Secured Parties, a legal, valid and enforceable Lien on all of the applicable mortgagor’s right, title and interest in and to the Mortgaged Properties thereunder and the proceeds thereof, and when the Mortgages are filed in the appropriate offices, the Lien created by each Mortgage shall constitute a perfected Lien on all right, title and interest of the applicable mortgagor in such Mortgaged Properties and the proceeds thereof, in each case prior and superior in right to any other Person, other than with respect to the rights of Persons pursuant to Liens permitted by Section 6.02 and subject to the Intercreditor Agreement.

Security Documents. (a) The Collateral Agreement, upon execution and delivery thereof by the parties thereto, will create in favor of the Collateral Agent, for the ratable benefit of the Secured Parties, a legal, valid and enforceable security interest in the Collateral (as defined in the Collateral Agreement) and the proceeds thereof and (i) when the Pledged Collateral (as defined in the Collateral Agreement) is delivered to the Collateral Agent, the Lien created under 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 case prior and superior in right to any other Person, and (ii) when financing statements or other filings in appropriate form are filed in the offices specified on Schedule 3.19(a) (or, in the case of Collateral delivered after the date hereof in accordance with the provisions of Section 5.12, in the appropriate filing offices), the Lien created under the Collateral Agreement will constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral (other than Intellectual Property, as defined in the Collateral Agreement), in each case prior and superior in right to any other personPerson, other than Permitted with respect to Liens that may take priority as a matter of law, and as otherwise provided in the Pari Passu Intercreditor Agreementexpressly permitted by Section 6.02. (b) Upon the recordation of the Collateral Agreement (or a short-form security agreement in form and substance reasonably satisfactory to the Borrower and the Administrative Agent) with the United States Patent and Trademark Office and the United States Copyright Office, together with the financing statements or such other filings in appropriate form filed in the offices specified on Schedule 3.19(a) (or, in the case of Collateral delivered after the date hereof in accordance with the provisions of Section 5.12, in the appropriate filing offices), the a Lien created under the Collateral Agreement shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in Patents and Trademarks (as each term is defined in the Collateral Agreement) registered or applied for with the United States Patent and Trademark Office or Copyrights Intellectual Property (as defined in the Collateral Agreement) registered or applied for with in which a security interest may be perfected by filing in the United States Copyright Office, as the case may beand its territories and possessions, in each case prior and superior in right to any other person other than Permitted Liens that may take priority as a matter of law, and as otherwise provided in the Pari Passu Intercreditor Agreement Person (it being understood that subsequent recordings in the United States Patent and Trademark Office and the United States Copyright Office may be necessary to perfect a Lien on registered or applied for Patentstrademarks and patents, Trademarks, or Copyrights, trademark and patent applications and registered copyrights acquired by the Loan Parties after the date hereof).

Security Documents. (a) The Collateral Agreement, upon execution and delivery thereof by the parties thereto, will Security Agreement is effective to create in favor of the Collateral Agent, Administrative Agent for the ratable benefit of the Secured Parties, a legal, valid and enforceable first priority security interest in the Collateral described therein (as defined including any proceeds of any item of Collateral). In the case of (i) the pledged securities described in the Security Agreement, when any certificates or notes, as applicable, representing such pledged securities are delivered to the Administrative Agent and (ii) the other Collateral described in the Security Agreement) and the proceeds thereof and , when financing statements or other filings in appropriate form are filed in the offices specified on Schedule 3.19(a4.17 (which financing statements have been duly completed and executed (as applicable) (or, in and delivered to the case of Collateral delivered after the date hereof in accordance with the provisions of Section 5.12, in the appropriate filing officesAdministrative Agent), the Lien created under the Collateral Agreement will constitute Administrative Agent shall have a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties Obligors in such Collateral (other than Intellectual Propertyincluding any proceeds of any item of Collateral) (to the extent a security interest in such Collateral can be perfected through the filing of financing statements in the offices specified on Schedule 4.17 and through the delivery of such pledged securities), as defined in security for the Collateral Agreement)Obligations, in each case prior and superior in right to any other personPerson, other than Permitted with respect to Liens that may take priority as a matter of law, and as otherwise provided in the Pari Passu Intercreditor Agreementpermitted under Section 7.02. (b) Upon Each Mortgage (i) existing on the recordation Fifth Restatement Effective Date is and (ii) executed and delivered by each Obligor on or after the Fifth Restatement Effective Date pursuant to clause (d) of the Collateral Agreement and Guarantee Requirement and Section 6.11 shall be, effective to create in favor of the Administrative Agent (or for the benefit of the Secured Parties) a short-form legal, valid and enforceable security agreement interest on all of such Obligors’ right, title and interest in form and substance reasonably satisfactory to the Borrower Mortgaged Property thereunder and the Administrative Agent) with the United States Patent proceeds thereof, and Trademark Office and the United States Copyright Office, together with the financing statements or such other filings in appropriate form filed in the offices specified on Schedule 3.19(a) (or, in the case of Collateral any Mortgage executed and delivered on or after the date hereof in accordance with Fifth Restatement Effective Date pursuant to clause (d) of the provisions of Collateral and Guarantee Requirement and Section 5.126.11, when such Mortgage is filed or recorded in the appropriate proper real estate filing offices)or recording office, the Lien created under Administrative Agent (for the Collateral Agreement benefit of the Secured Parties) shall constitute have a fully perfected first priority Lien on, and security interest in, all right, title and interest of such Obligor in such Mortgaged Property and, to the Loan Parties in Patents and Trademarks (as each term is defined in extent applicable, subject to Section 9-315 of the Collateral Agreement) registered or applied for with UCC, the United States Patent and Trademark Office or Copyrights (as defined in the Collateral Agreement) registered or applied for with the United States Copyright Office, as the case may beproceeds thereof, in each case prior and superior in right to any other person Person, other than Permitted with respect to Liens that may take priority as a matter of law, and as otherwise provided in the Pari Passu Intercreditor Agreement (it being understood that subsequent recordings in the United States Patent and Trademark Office and the United States Copyright Office may be necessary to perfect a Lien on registered or applied for Patents, Trademarks, or Copyrights, acquired by the Loan Parties after the date hereof)permitted under Section 7.02.

Security Documents. (ai) The Each Security Document (other than each Mortgage), when executed and delivered, is effective to create in favor of the Collateral Agent (for the benefit of the Secured Parties), a legal, valid and enforceable security interest in the Collateral described therein and the Collateral Agent has been authorized (and is hereby authorized) to make all filings of UCC-1 and as-extracted collateral financing statements in the appropriate filing office necessary or desirable to fully perfect the Collateral Agent’s security interest in such Collateral described therein which can be perfected by filing a UCC-1 financing statement in the appropriate filing office, and (ii) with respect to the security interest created in the Collateral pursuant to each Security Document (other than each Mortgage), upon such filings (or, with respect to possessory Collateral, upon the taking of possession by the Collateral Agent (or by the ABL Agent as bailee for the Collateral Agent pursuant to the ABL Intercreditor Agreement, upon execution if applicable) of any such Collateral which may be perfected by possession), such security interests will constitute perfected First Priority Liens on, and delivery thereof security interests in, all right, title and interest of the debtor party thereto in the Collateral described therein that can be perfected by filing a UCC-1 or as-extracted financing statement, as applicable, in the parties theretoappropriate filing office or by delivery, in the case of possessory Collateral. (b) Each of the Mortgages, when executed and delivered, will be effective to create in favor of the Collateral Agent, for the ratable benefit of the Secured Parties, a legal, valid and enforceable (subject to equity and creditors’ rights generally) lien on the Material Real Property described therein and such security interest in the Collateral (as defined in the Collateral Agreement) interests will constitute, upon such Mortgage being and the proceeds thereof and when financing statements or other filings in appropriate form are filed in the offices specified on Schedule 3.19(a) (or, in the case of Collateral delivered after the date hereof in accordance with the provisions of Section 5.12, recorded in the appropriate filing offices), the Lien created under the Collateral Agreement will constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in First Priority Liens on such Collateral (other than Intellectual Material Real Property, as defined in the Collateral Agreement), in each case prior and superior in right subject to any other person, other than Permitted Liens that may take priority as a matter of law, and as otherwise provided in the Pari Passu Intercreditor AgreementReal Estate Encumbrances. (b) Upon the recordation of the Collateral Agreement (or a short-form security agreement in form and substance reasonably satisfactory to the Borrower and the Administrative Agent) with the United States Patent and Trademark Office and the United States Copyright Office, together with the financing statements or such other filings in appropriate form filed in the offices specified on Schedule 3.19(a) (or, in the case of Collateral delivered after the date hereof in accordance with the provisions of Section 5.12, in the appropriate filing offices), the Lien created under the Collateral Agreement shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in Patents and Trademarks (as each term is defined in the Collateral Agreement) registered or applied for with the United States Patent and Trademark Office or Copyrights (as defined in the Collateral Agreement) registered or applied for with the United States Copyright Office, as the case may be, in each case prior and superior in right to any other person other than Permitted Liens that may take priority as a matter of law, and as otherwise provided in the Pari Passu Intercreditor Agreement (it being understood that subsequent recordings in the United States Patent and Trademark Office and the United States Copyright Office may be necessary to perfect a Lien on registered or applied for Patents, Trademarks, or Copyrights, acquired by the Loan Parties after the date hereof).

Security Documents. (a) The Collateral Agreement, upon execution and delivery thereof by provisions of the parties thereto, will Security Agreement are effective to create in favor of the Collateral Agent, Agent for the ratable benefit of the Secured Parties, Creditors a legal, valid and enforceable (except to the extent that the enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws generally affecting creditors’ rights and by equitable principles (regardless of whether enforcement is sought in equity or at law)) security interest in the Collateral (as defined in the Collateral Agreement) and the proceeds thereof and when financing statements or other filings in appropriate form are filed in the offices specified on Schedule 3.19(a) (or, in the case of Collateral delivered after the date hereof in accordance with the provisions of Section 5.12, in the appropriate filing offices), the Lien created under the Collateral Agreement will constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Credit Parties in the Security Agreement Collateral described therein, and the Collateral Agent, for the benefit of the Secured Creditors, has (or, after the filing of UCC-1 financing statements and the taking of such other actions as are required by the Security Agreement, will have) a fully perfected security interest in all right, title and interest in all of the Security Agreement Collateral described therein (if and to the extent such Security Agreement Collateral can be perfected by the actions required by the Security Agreement), subject to no other Liens other than Intellectual Property, as defined Permitted Liens. The recordation of (x) the Grant of Security Interest in U.S. Patents and (y) the Grant of Security Interest in U.S. Trademarks in the Collateral respective form attached to the Security Agreement), in each case prior and superior in right to any other person, other than Permitted Liens that may take priority as a matter of law, and as otherwise provided in the Pari Passu Intercreditor Agreement. (b) Upon the recordation of the Collateral Agreement (or a short-form security agreement in form and substance reasonably satisfactory to the Borrower and the Administrative Agent) with the United States Patent and Trademark Office Office, together with filings on Form UCC-1 made pursuant to the Security Agreement, will create, as may be perfected by such filings and recordation, a perfected security interest in the United States trademark registrations and United States patents that are part of the Security Agreement Collateral, and the recordation of the Grant of Security Interest in U.S. Copyrights in the form attached to the Security Agreement with the United States Copyright Office, together with filings on Form UCC-1 made pursuant to the financing statements or Security Agreement, will create, as may be perfected by such other filings in appropriate form filed and recordation, a perfected security interest in the offices specified on Schedule 3.19(aUnited States copyright registrations that are part of the Security Agreement Collateral. (b) (or, in the case of Collateral delivered after the date hereof in accordance with the provisions of Section 5.12, in the appropriate filing offices), the Lien The security interests created under the Collateral Pledge Agreement shall constitute a fully perfected Lien on, and security interest in, all right, title and interest in favor of the Loan Parties in Patents and Trademarks (Collateral Agent, as each term is defined Pledgee, for the benefit of the Secured Creditors, constitute perfected security interests in the Pledge Agreement Collateral described in the Pledge Agreement (if and to the extent such Pledge Agreement Collateral can be perfected by the actions required by the Pledge Agreement), subject to no security interests of any other Person (other than Permitted Liens). No filings or recordings are required in order to perfect (or maintain the perfection or priority of) registered or applied for with the United States Patent and Trademark Office or Copyrights security interests created in the Pledge Agreement Collateral constituting “certificated securities” (as defined in the UCC) under the Pledge Agreement, so long as the Collateral AgreementAgent (or designated agent thereof) registered possesses or applied for “controls” (within the meaning provided in the UCC) such Pledge Agreement Collateral. (c) Upon filing or recording, as applicable, with the United States Copyright Officeappropriate recording office, each Mortgage shall create, as security for the case obligations purported to be secured thereby, a valid and enforceable (except to the extent that the enforceability thereof may bebe limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws generally affecting creditors’ rights and by equitable principles (regardless of whether enforcement is sought in each case equity or at law)) perfected security interest in and mortgage lien on the respective Mortgaged Property in favor of the Collateral Agent (or such other trustee as may be required or desired under local law) for the benefit of the Secured Creditors, superior and prior to the rights of all third Persons (except that the security interest and superior in right mortgage lien created on such Mortgaged Property may be subject to any the Permitted Encumbrances related thereto) and subject to no other person Liens (other than Permitted Liens that may take priority as a matter of law, and as otherwise provided in the Pari Passu Intercreditor Agreement (it being understood that subsequent recordings in the United States Patent and Trademark Office and the United States Copyright Office may be necessary to perfect a Lien on registered or applied for Patents, Trademarks, or Copyrights, acquired by the Loan Parties after the date hereofEncumbrances related thereto).

Security Documents. (a) The provisions of the Guarantee and Collateral Agreement, upon execution and delivery thereof by the parties thereto, will Agreement are effective to create in favor of the Collateral Agent, Agent for the ratable benefit of the Secured Parties, Creditors a legal, valid and enforceable security interest in the Collateral (as defined in the Collateral Agreement) and the proceeds thereof and when financing statements or other filings in appropriate form are filed in the offices specified on Schedule 3.19(a) (or, in the case of Collateral delivered after the date hereof in accordance with the provisions of Section 5.12, in the appropriate filing offices), the Lien created under the Collateral Agreement will constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Credit Parties in such the Guarantee and Collateral (Agreement Collateral described therein, and the Collateral Agent, for the benefit of the Secured Creditors, has a fully perfected security interest in all right, title and interest in all of the Guarantee and Collateral Agreement Collateral described therein, subject to no other Liens other than Intellectual Property, as defined Permitted Liens. The recordation of (x) the Grant of Security Interest in U.S. Patents and (y) the Grant of Security Interest in U.S. Trademarks in the respective form attached to the Guarantee and Collateral Agreement), in each case prior in the United States Patent and superior Trademark Office, together with filings on Form UCC-1 made pursuant to the Guarantee and Collateral Agreement, creates, as may be perfected by such filings and recordation, a perfected security interest in right to any other person, other than Permitted Liens that may take priority as a matter of lawthe United States trademarks and patents covered by the Guarantee and Collateral Agreement, and as otherwise provided the recordation of the Grant of Security Interest in U.S. Copyrights in the Pari Passu Intercreditor form attached to the Guarantee and Collateral Agreement with the United States Copyright Office, together with filings on Form UCC-1 made pursuant to the Guarantee and Collateral Agreement, creates, as may be perfected by such filings and recordation, a perfected security interest in the United States copyrights covered by the Guarantee and Collateral Agreement. (b) Upon the recordation filing thereof, each Mortgage creates, as security for the obligations purported to be secured thereby, a valid and enforceable perfected security interest in and mortgage lien on the respective Mortgaged Property in favor of the Collateral Agreement Agent (or a short-form security agreement in form and substance reasonably satisfactory to the Borrower and the Administrative Agent) with the United States Patent and Trademark Office and the United States Copyright Office, together with the financing statements or such other filings in appropriate form filed in trustee as may be required or desired under local law) for the offices specified on Schedule 3.19(a) benefit of the Secured Creditors, superior and prior to the rights of all third Persons (or, in except that the case of Collateral delivered after the date hereof in accordance with the provisions of Section 5.12, in the appropriate filing offices), the Lien created under the Collateral Agreement shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of mortgage lien created on such Mortgaged Property may be subject to the Loan Parties in Patents Permitted Encumbrances related thereto) and Trademarks subject to no other Liens (as each term is defined in the Collateral Agreement) registered or applied for with the United States Patent and Trademark Office or Copyrights (as defined in the Collateral Agreement) registered or applied for with the United States Copyright Office, as the case may be, in each case prior and superior in right to any other person other than Permitted Liens that may take priority as a matter of law, and as otherwise provided in the Pari Passu Intercreditor Agreement (it being understood that subsequent recordings in the United States Patent and Trademark Office and the United States Copyright Office may be necessary to perfect a Lien on registered or applied for Patents, Trademarks, or Copyrights, acquired by the Loan Parties after the date hereofEncumbrances related thereto).

Security Documents. (a) The Collateral Security Agreement, upon execution and delivery thereof by the parties thereto, will create in favor of the Collateral Administrative Agent, for the ratable benefit of the Secured Parties, a legal, valid and enforceable security interest in the Collateral (as defined in the Collateral Security Agreement) and the proceeds thereof and (i) when the Pledged Collateral (as defined in the Security Agreement), other than uncertificated securities, uncertificated limited liability company interests and uncertificated partnership interests, is delivered to the Administrative Agent together with the proper endorsements, the Lien created under Security 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 case prior and superior in right to any other Person, and (ii) when financing statements or other filings in appropriate form are filed in the offices specified on Schedule 3.19(a) (or, in the case of Collateral delivered after the date hereof in accordance with the provisions of Section 5.12, in the appropriate 4.18 and all applicable filing offices)fees have been paid, the Lien created under the Collateral Security Agreement will constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such the Collateral (other than Intellectual Property, as defined in the Collateral Security Agreement)) to the extent such security interest may be perfected by the filing of a UCC financing statement, in each case prior and superior in right to any other personPerson, other than with respect to Permitted Liens that may take priority as a matter of law, and as otherwise provided in the Pari Passu Intercreditor AgreementPrior Liens. (b) Upon the recordation of the Collateral Security Agreement (or a short-short form security agreement in form and substance reasonably satisfactory to the Borrower and the Administrative Agent) with the United States Patent and Trademark Office and the United States Copyright Office, together with the financing statements or such other filings in appropriate form filed in the offices specified on Schedule 3.19(a) (or, in the case of Collateral delivered after the date hereof in accordance with the provisions of Section 5.12, in the appropriate filing offices)4.18, the Lien created under the Collateral Security Agreement shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in Patents and Trademarks (as each term is defined in the Collateral Agreement) registered or applied for with the United States Patent and Trademark Office or Copyrights Intellectual Property (as defined in the Collateral Security Agreement) registered or applied for with the United States Copyright Office, as the case may be), in each case prior and superior in right to any other person Person, other than with respect to Permitted Liens that may take priority Prior Liens. (c) Each Control Agreement with respect to Deposit Accounts and Securities Accounts (as such terms are defined in the Security Agreement), upon execution and delivery thereof by the parties thereto, will create in favor of the Administrative Agent, for the ratable benefit of the Secured Parties, a matter of lawlegal, valid and enforceable security interest in the Collateral held therein and constitute a fully perfected Lien on, and as otherwise provided in the Pari Passu Intercreditor Agreement (it being understood that subsequent recordings in the United States Patent security interest in, all right, title and Trademark Office and the United States Copyright Office may be necessary to perfect a Lien on registered or applied for Patents, Trademarks, or Copyrights, acquired by interest of the Loan Parties after in such Collateral, in each case prior and superior in right to any other Person, other than with respect to Permitted Prior Liens and except as otherwise expressly provided in such Control Agreement and in Sections 9-327 and 9-340 of Article 9 of the date hereofUCC. (d) The Pledge Agreement, upon execution and delivery thereof by the parties thereto, will create in favor of the Administrative Agent, for the ratable benefit of the Secured Parties, a legal, valid and enforceable security interest in the Collateral (as defined in the Pledge Agreement) and the proceeds thereof and (i) when the Pledged Collateral (as defined in the Pledge Agreement), other than uncertificated securities, uncertificated limited liability company interests and uncertificated partnership interests, is delivered to the Administrative Agent together with the proper endorsements, the Lien created under Pledge Agreement shall constitute a fully perfected first priority Lien on, and security interest in, all right, title and interest of the VPDI in such Pledged Collateral, in each case prior and superior in right to any other Person, and (ii) when financing statements in appropriate form are filed in the offices specified on Schedule 4.18 and all applicable filing fees have been paid, the Lien created under the Pledge Agreement will constitute a fully perfected Lien on, and security interest in, all right, title and interest of VPDI in such Collateral to the extent such security interest may be perfected by the filing of a UCC financing statement, in each case prior and superior in right to any other Person, other than with respect to Permitted Prior Liens.

Security Documents. (a) The Guarantee and Collateral Agreement, upon execution and delivery thereof by the parties thereto, will create in favor of the Collateral Agent, for the ratable benefit of the Secured Parties, a legal, valid and enforceable security interest in the Collateral (as defined in the Guarantee and Collateral Agreement) and the proceeds thereof and (i) when the Pledged Collateral (as defined in the Guarantee and Collateral Agreement) is delivered to the Collateral Agent, the Lien created under the Guarantee and 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 case prior and superior in right to any other person, and (ii) when financing statements or other filings in appropriate form are filed in the offices specified on Schedule 3.19(a) (or, in the case of Collateral delivered after the date hereof in accordance with the provisions of Section 5.12, in the appropriate filing offices), the Lien created under the Guarantee and Collateral Agreement will constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral (other than Intellectual Property, Property (as defined in the Guarantee and Collateral Agreement) and Collateral in which a security interest may be perfected only by the taking of control), in each case prior and superior in right to any other person, other than Permitted with respect to Liens that may take priority as a matter of law, and as otherwise provided in the Pari Passu Intercreditor Agreementexpressly permitted by Section 6.02. (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 Administrative Collateral Agent) with the United States Patent and Trademark Office and the United States Copyright Office, together with the financing statements or such other filings in appropriate form filed in the offices specified on Schedule 3.19(a) (or, in the case of Collateral delivered after the date hereof in accordance with the provisions of Section 5.12, in the appropriate filing offices), the Lien created under the Guarantee and Collateral Agreement shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in Patents and Trademarks (as each term is defined in the Collateral Agreement) registered or applied for with the United States Patent and Trademark Office or Copyrights Intellectual Property (as defined in the Guarantee and Collateral Agreement) registered or applied for with in which a security interest may be perfected by such filings in the United States Copyright Office, as the case may beand its territories and possessions, in each case prior and superior in right to any other person other than Permitted Liens that may take priority as a matter of law, and as otherwise provided in the Pari Passu Intercreditor Agreement (it being understood that subsequent recordings in the United States Patent and Trademark Office and the United States Copyright Office may be necessary to perfect a Lien on registered or applied for Patentstrademarks and patents, Trademarks, or Copyrights, trademark and patent applications and registered copyrights acquired by the Loan Parties after the date hereof). (c) The Mortgages are effective to create in favor of the Collateral Agent, for the ratable benefit of the Secured Parties, a legal, valid and enforceable Lien on all of the Loan Parties’ right, title and interest in and to the Mortgaged Property thereunder and the proceeds thereof, and when the Mortgages are filed in the offices specified on Schedule 3.19(c), the Mortgages shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties 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 the rights of persons pursuant to Liens expressly permitted by Section 6.02.

Security Documents. (a) The Pledge Agreement is effective under New York law to create in favor of the Collateral Agent for its benefit and the benefit of the Secured Parties, a legal, valid and enforceable security interest in the Securities Collateral (as defined in the Pledge Agreement) and, upon execution and delivery thereof when such Securities Collateral is delivered to the Collateral Agent, the Lien on such Collateral created by the parties theretoPledge Agreement shall constitute under New York law a fully perfected Lien on, will and security interest in, all right, title and interest of the pledgor thereunder in such Securities Collateral. Each Non-U.S. Pledge Agreement is effective under applicable law to create in favor of the Collateral Agent for its benefit and the benefit of the Secured Parties, a legal, valid and enforceable security interest in the collateral pledged thereunder and, when the applicable steps described in the legal opinion delivered with such Non-U.S. Pledge Agreement are complied with, the Lien on such collateral created by such Non-U.S. Pledge Agreement shall constitute under applicable law a fully perfected Lien on, and security interest in, all right, title and interest of the pledgor thereunder in such collateral. (i) The Security Agreement is effective under New York law to create in favor of the Collateral Agent, for its benefit and the ratable benefit of the Secured Parties, a legal, valid and enforceable security interest in the Collateral (as defined in the Collateral Security Agreement) and the proceeds thereof and (ii) when (x) financing statements or other filings in appropriate form are filed in the offices specified on in Schedule 3.19(a7 to the Perfection Certificate and (y) upon the taking of possession or control by the Collateral Agent of any such Collateral in which a security interest may be perfected only by possession or control (or, in which possession or control shall be given to the case of Collateral delivered after Agent to the date hereof in accordance with extent possession or control by the provisions of Section 5.12, in Collateral Agent is required by the appropriate filing officesSecurity Agreement), the Lien on such Collateral created by the Security Agreement shall constitute under the Collateral Agreement will constitute New York law a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties grantors thereunder in such Collateral (other than the Intellectual Property, Property (as defined in the Collateral Security Agreement)) to the extent such Lien and security interest can be perfected by the filing of a financing statement pursuant to the UCC or by possession or control by the Collateral Agent, in each case prior and superior in right to any other personPerson, other than with respect to Permitted Liens that may take priority as a matter of law, and as otherwise provided in the Pari Passu Intercreditor AgreementLiens. (bc) Upon When the recordation of filings in clause (b)(ii)(x) above are made and when the Collateral Security Agreement (or a short-form security agreement summary thereof) is filed in form and substance reasonably satisfactory to the Borrower and the Administrative Agent) with the United States Patent and Trademark Office and the United States Copyright Office, together with the financing statements or such other filings in appropriate form filed in the offices specified on Schedule 3.19(a) (or, in the case of Collateral delivered after the date hereof in accordance with the provisions of Section 5.12, in the appropriate filing offices), the Lien on the Intellectual Property created under by the Collateral Security Agreement shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in Patents and Trademarks (as each term is defined such Intellectual Property in the Collateral Agreement) registered which a security interest may be perfected by filing, recording or applied for with registering a security agreement, financing statement or analogous document in the United States Patent and Trademark Office or Copyrights (as defined in the Collateral Agreement) registered or applied for with the United States Copyright Office, as the case may be, in each case prior and superior in right to any other person other than Permitted Liens that may take priority as a matter of law, and as otherwise provided in the Pari Passu Intercreditor Agreement applicable (it being understood that subsequent recordings in the United States Patent and Trademark Office and the United States Copyright Office may be necessary to perfect a Lien on registered or applied for Patentstrademarks, Trademarks, or Copyrights, trademark applications and copyrights acquired by the Loan Parties after the date hereofEffective Date), in each case prior and superior in right to any other Person other than with respect to Permitted Liens. (d) Each Mortgage executed and delivered as of the Effective Date is, or, to the extent any Mortgage is duly executed and delivered thereafter by the relevant Loan Party, such Mortgage will be, effective to create, subject to the exceptions listed in each title insurance policy insuring such Mortgage, in favor of the Collateral Agent, for its benefit and the benefit of the Secured Parties, a legal, valid and enforceable Lien on and security interest in all of the Loan Parties' right, title and interest in and to the Mortgaged Properties thereunder and the proceeds thereof, and when the Mortgages are filed in the offices specified in Schedule 3.23(d), the Mortgages shall constitute a Lien on, and security interest in, all right, title and interest of the Loan Parties in such Mortgaged Properties and the proceeds thereof, in each case prior and superior in right to any other Person, other than with respect to the rights of Persons pursuant to Permitted Liens.

Security Documents. (a) The Guarantee and Collateral Agreement, upon execution and delivery thereof by the parties thereto, will Agreement is effective to create in favor of the Collateral Agent, Agent for the ratable benefit of the Secured Parties, a legal, valid and enforceable first priority security interest in the Collateral described therein ( including any proceeds of any item of Collateral); provided that for purposes of this Section 4.17(a), Collateral shall be deemed to exclude any Property expressly excluded from the definition of “Collateral” as set forth in the Guarantee and Collateral Agreement, including, without limitation, Deposit Accounts (as defined in the Guarantee and Collateral Agreement). In the case of (i) the Pledged Securities described in the Guarantee and Collateral Agreement, when any stock certificates or notes, as applicable, representing such Pledged Securities are delivered to the proceeds thereof Collateral Agent and (ii) the other Collateral described in the Guarantee and Collateral Agreement, when financing statements or other filings in appropriate form are filed in the offices specified on Schedule 3.19(a4.17 (which financing statements have been duly completed and executed (as applicable) (or, in and delivered to the case of Collateral delivered after Agent) and such other filings as are specified on Schedule 3 to the date hereof in accordance with the provisions of Section 5.12, in the appropriate filing offices)Guarantee and Collateral Agreement are made, the Lien created under the Collateral Agreement will constitute Agent shall have a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral (other than Intellectual Propertyincluding any proceeds of any item of Collateral) (to the extent a security interest in such Collateral can be perfected through the filing of financing statements in the offices specified on Schedule 4.17 and the filings specified on Schedule 3 to the Guarantee and Collateral Agreement, and through the delivery of the Pledged Securities required to be delivered on the Closing Date), as defined in security for the Collateral Agreement)Obligations, in each case prior and superior in right to any other person, Person (except (i) in the case of Collateral other than Permitted Pledged Stock, Liens that may take permitted by Section 7.3 and (ii) Liens having priority as a matter by operation of law, ) to the extent required by the Guarantee and as otherwise provided in the Pari Passu Intercreditor Collateral Agreement. (b) Upon the recordation execution and delivery of any Mortgage to be executed and delivered pursuant to Section 6.8(b), such Mortgage shall be effective to create in favor of the Collateral Agreement Agent for the benefit of the Secured Parties a legal, valid and enforceable Lien on the mortgaged property described therein and proceeds thereof, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or a short-form security agreement in form and substance reasonably satisfactory to the Borrower at law) and the Administrative Agent) with the United States Patent implied covenants of good faith and Trademark Office fair dealing; and the United States Copyright Office, together with the financing statements or when such other filings in appropriate form Mortgage is filed in the offices specified on Schedule 3.19(a) (orrecording office designated by the Borrower, in the case of Collateral delivered after the date hereof in accordance with the provisions of Section 5.12, in the appropriate filing offices), the Lien created under the Collateral Agreement such Mortgage shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in Patents such mortgaged property and Trademarks (the proceeds thereof, as each term is defined in security for the Collateral Agreement) registered or applied for with the United States Patent and Trademark Office or Copyrights Obligations (as defined in the Collateral Agreement) registered or applied for with the United States Copyright Office, as the case may berelevant Mortgage), in each case prior and superior in right to any other person Person (other than Permitted Liens that may take priority as a matter of law, and as otherwise provided in the Pari Passu Intercreditor Agreement (it being understood that subsequent recordings in the United States Patent and Trademark Office and the United States Copyright Office may be necessary to perfect a Lien on registered permitted by Section 7.3 or applied for Patents, Trademarks, other encumbrances or Copyrights, acquired rights permitted by the Loan Parties after the date hereofrelevant Mortgage).

Security Documents. (a) The Guarantee and Collateral Agreement, upon execution and delivery thereof by the parties thereto, will create in favor of the Collateral Agent, for the ratable benefit of the Secured Parties, a legal, valid and enforceable security interest in the Collateral (as defined in the Guarantee and Collateral Agreement) and the proceeds thereof and (i) when the Pledged Collateral (as defined in the Guarantee and Collateral Agreement) is delivered to the Collateral Agent (or its bailee pursuant to the provisions of the Term Loan/Revolving Credit Intercreditor Agreement), the Lien created under Guarantee and 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 case prior and superior in right to any other person (other than the “Secured Parties” as defined in the Revolving Credit Agreement whose relative rights in the Collateral are set forth in the Term Loan/Revolving Facility Intercreditor Agreement), and (ii) when financing statements or other filings in appropriate form are filed in the offices specified on Schedule 3.19(a) (or, in the case of Collateral delivered after the date hereof in accordance with the provisions of Section 5.12, in the appropriate filing offices)Perfection Certificate, the Lien created under the Guarantee and Collateral Agreement will constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties party to the Guarantee and Collateral Agreement in such Collateral to the extent perfection can be obtained by filing Uniform Commercial Code financing statements (other than Intellectual PropertyPatents, as defined Trademarks and Copyrights described in the Collateral AgreementSection 3.19(b)), in each case prior and superior in right to any other person, other than Permitted Liens that may take priority (x) the “Secured Parties” as a matter of law, and as otherwise provided defined in the Pari Passu Revolving Credit Agreement whose relative rights in the Collateral are set forth in the Term Loan/Revolving Facility Intercreditor AgreementAgreement and (y) with respect to Liens permitted by Section 6.02 that by operation of law or contract have priority over the Liens securing the Obligations. (b) Upon the timely recordation of the Guarantee and Collateral Agreement (or a short-form security agreement in form and substance reasonably satisfactory to the Borrower Borrowers and the Administrative Collateral Agent) with the United States Patent and Trademark Office and the United States Copyright Office, together with the financing statements or such other filings in appropriate form filed in the offices specified on Schedule 3.19(a) (or, in the case of Collateral delivered after the date hereof in accordance with the provisions of Section 5.12, in the appropriate filing offices)Perfection Certificate, the Lien created under the Guarantee and Collateral Agreement shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in Patents party to the Guarantee and Trademarks (as each term is defined Collateral Agreement in the Collateral AgreementPatents, Trademarks and Copyrights owned by and registered (or subject to an application for registration) registered or applied for with in the name of the Loan Parties, and in which a security interest may be perfected by filing in the United States Patent and Trademark Office or Copyrights (as defined in the Collateral Agreement) registered or applied for with the United States Copyright Office, as the case may beits territories and possessions, in each case prior and superior in right to any other person other than Permitted Liens that may take priority the “Secured Parties” as a matter of law, and as otherwise provided defined in the Pari Passu Revolving Credit Agreement whose relative rights in the Collateral are set forth in the Term Loan/Revolving Facility Intercreditor Agreement (it being understood that subsequent recordings in the United States Patent and Trademark Office and the United States Copyright Office may be necessary to perfect a Lien on registered or applied for Trademarks and Patents, TrademarksTrademark and Patent applications and registered Copyrights and Copyright Applications). (c) The Mortgages are effective to create in favor of the Collateral Agent, or Copyrightsfor the ratable benefit of the Secured Parties, acquired by a legal, valid and enforceable Lien on all of the Loan Parties’ right, title and interest in and to the Mortgaged Property thereunder and the proceeds thereof, and when the Mortgages are filed in the offices specified on Schedule 3.19(c), the Mortgages shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties after in such Mortgaged Property and the date hereof)proceeds thereof, in each case prior and superior in right to any other person, other than (x) the “Secured Parties” as defined in the Revolving Credit Agreement whose relative rights in the Collateral are set forth in the Term Loan/Revolving Facility Intercreditor Agreement and (y) with respect to the rights of persons pursuant to Liens expressly permitted by Section 6.02 that by operation of law or contract have priority over the Liens securing the Obligations. (d) Each Security Document (other than the Guarantee and Collateral Agreement, any short-form security agreement referred to in clause (b) above and the Mortgages) that purports (i) to create a Lien on any Collateral, when executed and delivered, will be effective under applicable law to create in favor of the Collateral Agent for the ratable benefit of the applicable Secured Parties a valid and enforceable Lien on the Collateral subject thereto and (ii) to create a Guarantee of any of the Obligations, when executed and delivered, will be effective under applicable law to create in favor of the Collateral Agent for the ratable benefit of the applicable Secured Parties a valid and enforceable Guarantee of the Obligations subject thereto.

Security Documents. (a) The Guarantee and Collateral Agreement, upon execution and delivery thereof by the parties thereto, will create in favor of the Collateral Agent, for the ratable benefit of the Secured Parties, a legal, valid and enforceable security interest in the Collateral (as defined in the Guarantee and Collateral Agreement) and the proceeds thereof and (i) when the Pledged Collateral (as defined in the Guarantee and Collateral Agreement) is delivered to the Collateral Agent, the Lien created under the Guarantee and 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 case prior and superior in right to any other Person, and (ii) when financing statements or other filings in appropriate form are filed in the offices specified on Schedule 3.19(a) (or, in the case of Collateral delivered after the date hereof in accordance with the provisions of Section 5.12, in the appropriate filing offices), the Lien created under the Guarantee and Collateral Agreement will constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral (other than Intellectual Property, Deposit Accounts, Investment Property and Pledged Collateral, as such terms are defined in the Guarantee and Collateral Agreement), in each case prior and superior in right to any other personPerson, other than Permitted with respect to Liens that may take priority as a matter of law, and as otherwise provided in the Pari Passu Intercreditor Agreementexpressly permitted by Section 6.02. (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 Administrative Collateral Agent) with the United States Patent and Trademark Office and the United States Copyright Office, together with the financing statements or such other filings in appropriate form filed in the offices specified on Schedule 3.19(a) (or, in the case of Collateral delivered after the date hereof in accordance with the provisions of Section 5.12, in the appropriate filing offices), the any Lien created under the Guarantee and Collateral Agreement shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in Patents and Trademarks (as each term is defined in the Collateral Agreement) registered or applied for with the United States Patent and Trademark Office or Copyrights Intellectual Property (as defined in the Guarantee and Collateral Agreement) registered or applied for with in which a security interest may be perfected by filing in the United States Copyright Office, as the case may beand its territories and possessions, in each case prior and superior in right to any other person other than Permitted Liens that may take priority as a matter of law, and as otherwise provided in the Pari Passu Intercreditor Agreement Person (it being understood that subsequent recordings in the United States Patent and Trademark Office and the United States Copyright Office may be necessary to perfect a Lien on registered or applied for Patentstrademarks and patents, Trademarks, or Copyrights, trademark and patent applications and registered copyrights acquired by the Loan Parties after the date hereof). (c) The Mortgages are effective to create in favor of the Collateral Agent, for the ratable benefit of the Secured Parties, a legal, valid and enforceable Lien on all of the Loan Parties’ right, title and interest in and to the Mortgaged Property thereunder and the proceeds thereof, and when the Mortgages are filed in the offices specified on Schedule 3.19(c), the Mortgages shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties 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 the rights of Persons pursuant to Liens expressly permitted by Section 6.02.

Security Documents. (ai) The Each Security Document (other than each Mortgage), when executed and delivered, is effective to create in favor of the Priority Collateral AgreementTrustee (for the benefit of the Secured Parties), a legal, valid and enforceable security interest in the Collateral described therein and the Priority Collateral Trustee has been authorized (and is hereby authorized) to make all filings of UCC-1 and as-extracted collateral financing statements in the appropriate filing office necessary or desirable to fully perfect the Priority Collateral Trustee’s security interest in such Collateral described therein which can be perfected by filing a UCC-1 financing statement in the appropriate filing office, and (ii) with respect to the security interest created in the Collateral pursuant to each Security Document (other than each Mortgage), upon execution and delivery thereof such filings (or, with respect to possessory Collateral, upon the taking of possession by the parties theretoCollateral Trustee of any such Collateral which may be perfected by possession), such security interests will constitute perfected First Priority Liens on, and security interests in, all right, title and interest of the debtor party thereto in the Collateral described therein that can be perfected by filing a UCC-1 or as-extracted financing statement, as applicable, in the appropriate filing office or by delivery, in the case of possessory Collateral. (b) Each of the Mortgages, when executed and delivered, will be effective to create in favor of the Collateral AgentTrustee, for the ratable benefit of the Secured Parties, a legal, valid and enforceable lien on the Material Real Property described therein and such security interest in the Collateral (as defined in the Collateral Agreement) interests will constitute, upon such Mortgage being and the proceeds thereof and when financing statements or other filings in appropriate form are filed in the offices specified on Schedule 3.19(a) (or, in the case of Collateral delivered after the date hereof in accordance with the provisions of Section 5.12, recorded in the appropriate filing offices), the Lien created under the Collateral Agreement will constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in First Priority liens on such Collateral (other than Intellectual Material Real Property, as defined in the Collateral Agreement), in each case prior and superior in right to any other person, other than Permitted Liens that may take priority as a matter of law, and as otherwise provided in the Pari Passu Intercreditor Agreement. (b) Upon the recordation of the Collateral Agreement (or a short-form security agreement in form and substance reasonably satisfactory to the Borrower and the Administrative Agent) with the United States Patent and Trademark Office and the United States Copyright Office, together with the financing statements or such other filings in appropriate form filed in the offices specified on Schedule 3.19(a) (or, in the case of Collateral delivered after the date hereof in accordance with the provisions of Section 5.12, in the appropriate filing offices), the Lien created under the Collateral Agreement shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in Patents and Trademarks (as each term is defined in the Collateral Agreement) registered or applied for with the United States Patent and Trademark Office or Copyrights (as defined in the Collateral Agreement) registered or applied for with the United States Copyright Office, as the case may be, in each case prior and superior in right to any other person other than Permitted Liens that may take priority as a matter of law, and as otherwise provided in the Pari Passu Intercreditor Agreement (it being understood that subsequent recordings in the United States Patent and Trademark Office and the United States Copyright Office may be necessary to perfect a Lien on registered or applied for Patents, Trademarks, or Copyrights, acquired by the Loan Parties after the date hereof).

Security Documents. (a) The provisions of the U.S. Guaranty and Collateral Agreement, upon execution and delivery thereof by the parties thereto, will Agreement are effective to create in favor of the Collateral Agent, Agent for the ratable benefit of the Secured Parties, Creditors a legal, valid and enforceable security interest in all right, title and interest of the Credit Parties in the U.S. GCA Collateral described therein. In the case of pledged capital interest described in the U.S. Guaranty and Collateral Agreement, when Stock Certificates representing such pledged capital interest are delivered to the Collateral (as defined Agent, and in the case of the other Collateral described in the U.S. Guarantee and Collateral Agreement) and the proceeds thereof and , when financing statements or other filings specified in Schedule 8.11(a) in appropriate form are filed in the offices specified on in Schedule 3.19(a) (or, in the case of Collateral delivered after the date hereof in accordance with the provisions of Section 5.12, in the appropriate filing offices8.11(a), the Lien created under Collateral Agent, for the Collateral Agreement benefit of the Secured Creditors will constitute have a fully perfected Lien lien on, and security interest in, all right, title and interest in all of the Loan Parties in such Collateral (UCC Financing Collateral, subject to no other Liens other than Intellectual Property, as defined Permitted Liens. The recordation of (x) the Grant of Security Interest in U.S. patents and (y) the Grant of Security Interest in U.S. trademarks in the respective form attached to the U.S. Guaranty and Collateral Agreement), in each case prior and superior in right to any other person, other than Permitted Liens that may take priority as a matter of law, and as otherwise provided in the Pari Passu Intercreditor Agreement. (b) Upon the recordation of the Collateral Agreement (or a short-form security agreement in form and substance reasonably satisfactory to the Borrower and the Administrative Agent) with the United States Patent and Trademark Office Office, will create, as may be perfected by such recordation, a perfected security interest in the United States trademarks and patents covered by the U.S. Guaranty and Collateral Agreement, and the recordation of the Grant of Security Interest in U.S. Copyrights in the form attached to the U.S. Guaranty and Collateral Agreement with the United States Copyright Office, together with filings on Form UCC-1 made pursuant to the financing statements or U.S. Guaranty and Collateral Agreement, will create, as may be perfected by such other filings in appropriate form filed and recordation, a perfected security interest in the offices specified on Schedule 3.19(aUnited States copyrights covered by the U.S. Guaranty and Collateral Agreement. (b) (or, in the case of Collateral delivered after the date hereof in accordance with the The provisions of Section 5.12, the Canadian Guaranty and Collateral Agreement are effective to create in the appropriate filing offices), the Lien created under favor of the Collateral Agreement shall constitute Agent for the benefit of the Secured Creditors a fully perfected Lien onlegal, valid and enforceable security interest in, in all right, title and interest of the Loan Credit Parties in Patents the Canadian GCA Collateral described therein, and Trademarks (as each term is defined upon filing PPSA financing statements in the Collateral Agreement) registered or applied for with the United States Patent and Trademark Office or Copyrights (as defined in appropriate jurisdictions the Collateral Agreement) registered or applied Agent, for with the United States Copyright Officebenefit of the Secured Creditors, as will have a fully perfected security interest in all right, title and interest in all of the case may bePPSA Filing Collateral and IP Rights that constitute Canadian GCA Collateral, in each case prior and superior in right subject to any no other person Liens other than Permitted Liens that may take priority as a matter of lawLiens. (c) Each Mortgage, when executed and delivered, and as otherwise provided for Mortgaged Property located in British Columbia, registered in the Pari Passu Intercreditor Agreement applicable land title office in British Columbia, will create, as security for the obligations purported to be secured thereby, a valid and enforceable perfected security interest in and mortgage lien on the respective Mortgaged Property in favor of the Collateral Agent (it being understood that subsequent recordings in the United States Patent and Trademark Office and the United States Copyright Office or such other trustee as may be necessary required or desired under local law) for the benefit of the Secured Creditors, superior and prior to perfect a Lien on registered or applied for Patents, Trademarks, or Copyrights, acquired by the Loan Parties after the date hereofany Person (except Permitted Encumbrances related thereto).

Security Documents. (a) The Collateral Pledge and Security Agreement, upon execution and delivery thereof by the parties thereto, will create in favor of the Collateral Agent, for the ratable benefit of the Secured Parties, a legal, valid and enforceable security interest in the Personal Property Collateral (as defined in the Collateral Agreement) and the proceeds thereof described herein and (i) when the Pledged Collateral is delivered to the Collateral Agent in accordance with the terms of the Pledge and Security Agreement, the Lien created under Pledge and Security Agreement shall constitute a fully perfected first priority Lien on, and security interest in, all right, title and interest of the Credit Parties in such Pledged Collateral, in each case prior and superior in right to any other Person and (ii) when financing statements or other filings in appropriate form are filed in the offices specified on Schedule 3.19(a) (or, in the case of Collateral Questionnaire delivered after on the date hereof in accordance with the provisions of Section 5.12, in the appropriate filing offices)Closing Date, the Lien created under the Collateral Pledge and Security Agreement will constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Credit Parties in the Personal Property Collateral described in such Collateral statements (other than Intellectual Property, Property (as defined in the Pledge and Security Agreement) and any Personal Property Collateral Agreement), which may not be perfected by filing of a financing statement) in each case prior and superior in right to any other personPerson, other than Permitted with respect to Liens that may take priority as a matter of law, and as otherwise provided in the Pari Passu Intercreditor Agreementexpressly permitted by Section 6.02. (b) Upon the recordation of the Collateral Pledge and Security Agreement (or a short-form security agreement in form and substance reasonably satisfactory to the Borrower and the Administrative Collateral Agent) with the United States Patent and Trademark Office and the United States Copyright Office, together with the financing statements or such other filings in appropriate form filed in the offices specified on Schedule 3.19(a) (or, in the case of Collateral Questionnaire delivered after on the date hereof in accordance with the provisions of Section 5.12, in the appropriate filing offices)Closing Date, the Lien created under the Collateral Pledge and Security Agreement shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Credit Parties in Patents and Trademarks (as each term is defined in the Collateral Agreement) registered or applied for with the United States Patent and Trademark Office or Copyrights Intellectual Property (as defined in the Collateral Pledge and Security Agreement) registered or applied for with in which a security interest may be perfected by filing in the United States Copyright Office, as the case may beand its territories and possessions, in each case prior and superior in right to any other person Person other than Permitted Liens that may take priority as a matter of law, and as otherwise provided in the Pari Passu Intercreditor Agreement permitted by Section 6.02 (it being understood that subsequent recordings in the United States Patent and Trademark Office and the United States Copyright Office may be necessary to perfect a Lien on registered or applied for Patentstrademarks and patents, Trademarks, or Copyrights, trademark and patent applications and registered copyrights acquired by the Loan Credit Parties after the date hereofClosing Date). (c) Each Mortgage is effective to create in favor of the Collateral Agent, a legal, valid and enforceable First Priority Lien on all of the applicable Credit Party’s right, title and interest in and to the Closing Date Mortgaged Property thereunder and the proceeds thereof, except as enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws relating to or limiting creditors’ rights generally or by equitable principles, and when such Mortgage is filed in the offices specified in the Collateral Questionnaire delivered on the Closing Date, such Mortgage shall constitute a fully perfected First Priority Lien on, and security interest in, all right, title and interest of such Credit Party in such Closing Date 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 6.02.

Security Documents. (a) The Guarantee and Collateral Agreement, upon execution and delivery thereof by the parties thereto, will create in favor of the Collateral Administrative Agent, for the ratable benefit of the Secured Partiesbeneficiaries named therein, a legal, valid and enforceable security interest in the Collateral (as defined in the Collateral Agreementtherein) (other than vessels) and the proceeds thereof and (i) when the Pledged Collateral (as defined therein) is delivered to the Administrative Agent, together with instruments of transfer duly endorsed in blank, the Guarantee and 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 case prior and superior in right to any other Person, and (ii) when financing statements or other filings in appropriate form are have been duly filed in the offices specified on Schedule 3.19(a) (or, in the case of Collateral delivered after the date hereof in accordance with the provisions of Section 5.12, in the appropriate filing offices3.17(a), the Lien created under the Guarantee and Collateral Agreement (other than with respect to the aforesaid Pledged Collateral) will constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral (other than Intellectual PropertyCollateral, as defined in and the Collateral Agreement)proceeds thereof, to the extent perfection can be obtained by filing Uniform Commercial Code financing statements, in each case prior and superior in right to any other personPerson, other than with respect to Permitted Liens that may take priority and other than as a matter of law, and as otherwise provided in the Pari Passu Intercreditor AgreementAgreement with respect to the Revolving Facility Collateral. (b) Upon When the recordation of the Collateral Agreement (or a short-form security agreement in form and substance reasonably satisfactory to the Borrower and the Administrative Agent) IP Security Agreements are duly filed with the United States Patent and Trademark Office and the United States Copyright Office, together with the as applicable, and when financing statements or such other filings in appropriate form have been duly filed in the offices specified on Schedule 3.19(a) (or, in the case of Collateral delivered after the date hereof in accordance with the provisions of Section 5.12, in the appropriate filing offices3.17(a), the Lien security interest created under the Collateral Agreement thereunder shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in Patents the registered intellectual property described therein and Trademarks (as each term is defined owned by the applicable Loan Parties and in which a security interest may be perfected by filing a security agreement in the Collateral Agreement) registered or applied for with the United States Patent and Trademark Office or Copyrights (as defined in the Collateral Agreement) registered or applied for with the United States Copyright Office, as the case may beStates, in each case prior and superior in right to any other person Person, other than with respect to Permitted Liens that may take priority as a matter of law, and as otherwise provided in the Pari Passu Intercreditor Agreement (it being understood that subsequent recordings in the United States Patent and Trademark Office and the United States Copyright Office may be necessary to perfect a Lien on registered or applied for Patentstrademarks, Trademarkstrademark applications, or Copyrightsdesigns, patents, patent applications and copyrights acquired by a Loan Party after the Funding Date). (c) The Mortgages, upon execution and delivery thereof by the parties thereto, will create in favor of the Administrative Agent, for the ratable benefit of the beneficiaries named therein, a legal, valid and enforceable Lien on all of the Loan Parties’ right, title and interest in and to the Mortgaged Properties thereunder and the proceeds thereof, and when the Mortgages are duly filed or registered in the appropriate recording offices where such Mortgaged Properties are located or as otherwise reasonably requested by the Administrative Agent, the Mortgages will constitute a fully perfected or published Lien on, and security interest or hypothec in, all right, title and interest of the Loan Parties after in such Mortgaged Properties and the date hereof)proceeds thereof, in each case prior and superior in right to any other Person, other than with respect to Permitted Liens or other encumbrances permitted by the relevant Mortgage. (d) Each Security Document, other than any Security Document referred to in the preceding paragraphs of this Section, upon execution and delivery thereof by the parties thereto and the making of the filings and taking of the other actions provided for therein, will be effective under applicable law to create in favor of the Administrative Agent, for the ratable benefit of the Secured Parties, a valid and enforceable security interest in all rights, title and interest of the Loan Parties in the Collateral subject thereto, prior and superior in right to any other Person, other than with respect to Permitted Liens and other than as provided in the Intercreditor Agreement with respect to the Revolving Facility Collateral.

Security Documents. (a) The Guarantee and Collateral Agreement, upon execution and delivery thereof by the parties thereto, will create Agreement creates in favor of the Collateral Agent, for the ratable benefit of the Secured Parties, a legal, valid and enforceable security interest in the Collateral (as defined in the Guarantee and Collateral Agreement) and the proceeds thereof and when (i) with respect to all Pledged Collateral (as defined in the Guarantee and Collateral Agreement) previously delivered to and in possession of the Collateral Agent, the Guarantee and Collateral Agreement constitutes, or in the case of Pledged Collateral to be delivered to the Collateral Agent in the future, the Guarantee and Collateral Agreement will constitute, a fully perfected first priority Lien on, and security interest in, all right, title and interest of the Loan Parties in such Pledged Collateral, in each case prior and superior in right to any other person, and (ii) together with the financing statements or other filings in appropriate form are previously filed in the offices specified on Schedule 3.19(a) (or, in the case of Collateral delivered after the date hereof in accordance with the provisions of Section 5.12, in the appropriate filing offices), the Lien created under the Guarantee and Collateral Agreement will constitute constitutes a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral (other than Intellectual Property, as defined in the Guarantee and Collateral Agreement), in each case prior and superior in right to any other person, other than Permitted with respect to Liens that may take priority as a matter of law, and as otherwise provided in the Pari Passu Intercreditor Agreementexpressly permitted by Section 6.02. (b) Upon The filing made pursuant to 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 Administrative Agent) currently on file with the United States Patent and Trademark Office and the United States Copyright Office, together with the financing statements or such other filings in appropriate form previously filed in the offices specified on Schedule 3.19(a) (or, in the case of Collateral delivered after the date hereof in accordance with the provisions of Section 5.12, in the appropriate filing offices), the Lien created under the Collateral Agreement shall constitute constitutes a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in Patents and Trademarks (as each term is defined in the Collateral Agreement) registered or applied for with the United States Patent and Trademark Office or Copyrights Intellectual Property (as defined in the Guarantee and Collateral Agreement) registered or applied for with in which a security interest may be perfected by filing in the United States Copyright Office, as the case may beand its territories and possessions, in each case prior and superior in right to any other person other than Permitted Liens that may take priority as a matter of law, and as otherwise provided in the Pari Passu Intercreditor Agreement (it being understood that subsequent recordings in the United States Patent and Trademark Office and the United States Copyright Office may be necessary to perfect a Lien on registered or applied for Patentstrademarks, Trademarks, or Copyrights, trademark applications and copyrights acquired by the Loan Parties after the date hereof). (c) The Mortgages are effective to create in favor of the Collateral Agent, for the ratable benefit of the Secured Parties, a legal, valid and enforceable Lien on all of the Loan Parties’ right, title and interest in and to the Mortgaged Property thereunder and the proceeds thereof, and when the modifications to the Mortgages referred to in Section 3.04(a) are recorded in the offices specified on Schedule 3.19(c), the Mortgages shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties 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 the rights of persons pursuant to Liens expressly permitted by Section 6.02. (d) The Foreign Pledge Agreements are effective to create in favor of the Collateral Agent, for the ratable benefit of the Secured Parties, a legal, valid and enforceable security interest in the Foreign Pledged Collateral described therein and the proceeds thereof and when the Foreign Pledge Agreements are filed in the offices specified on Schedule 3.19(d), or other appropriate instruments are filed or other actions are taken, all as described on Schedule 3.19(d), the Foreign Pledge Agreements shall provide for a fully perfected first priority Lien on, and security interest in, all right, title and interest of the Loan Parties in the Foreign Pledged Collateral, in each case prior and superior in right to any other person, other than with respect to Liens expressly permitted by Section 6.02.

Security Documents. (a) The Guarantee and Collateral Agreement, upon execution and delivery thereof by the parties thereto, will Agreement is effective to create in favor of the Collateral Administrative Agent, for the ratable benefit of the Secured Parties, a legal, valid and enforceable security interest in the Collateral described therein and proceeds thereof. In the case of the Pledged Collateral described in the Guarantee and Collateral Agreement, when such Pledged Collateral is delivered to the Administrative Agent (together with a properly completed and signed undated endorsement), in the case of Collateral consisting of Deposit Accounts or Securities Accounts, when such Deposit Accounts or Securities Accounts, as applicable, are subject to an Account Control Agreement (as defined in the Guarantee and Collateral Agreement) and in the proceeds thereof case of the other Collateral described in the Guarantee and Collateral Agreement that can be perfected by the filing of such financing statement or other filing, or by the filing and recording of an intellectual property security agreement, as applicable, when financing statements or and other filings specified on Schedule 4.19(a) in appropriate form are filed in the offices specified on Schedule 3.19(a4.19(a) (or, and intellectual property security agreements are filed and recorded in the case of Collateral delivered after the date hereof in accordance with the provisions of Section 5.12, in the appropriate filing offices), the Lien created under the Collateral Agreement will constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral (other than Intellectual Property, as defined in the Collateral Agreement), in each case prior and superior in right to any other person, other than Permitted Liens that may take priority as a matter of law, and as otherwise provided in the Pari Passu Intercreditor Agreement. (b) Upon the recordation of the Collateral Agreement (or a short-form security agreement in form and substance reasonably satisfactory to the Borrower and the Administrative Agent) with the United States Patent and Trademark Office and the United States Copyright Office, together with the financing statements or such other filings in appropriate form filed in the offices specified on Schedule 3.19(a) (or, in the case of Collateral delivered after the date hereof in accordance with the provisions of Section 5.12, in the appropriate filing offices)as applicable, the Lien created under the Guarantee and Collateral Agreement shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in Patents such Collateral and Trademarks (the proceeds thereof, as each term is defined in security for the Collateral Agreement) registered or applied for with the United States Patent and Trademark Office or Copyrights Obligations (as defined in the Guarantee and Collateral Agreement) registered or applied for with the United States Copyright Office, as the case may be), in each case prior and superior in right to the Lien of any other person Person (except (other than Permitted with respect to Collateral consisting of Capital Stock) Liens that may take priority as a matter of lawpermitted by Section 7.3), and as otherwise provided in the Pari Passu Intercreditor Agreement (it being understood that subsequent recordings in the United States Patent and Trademark Office and the United States Copyright Office may be necessary to perfect a Lien lien on registered or applied for Patentstrademarks, Trademarkstrademark applications, or Copyrightsissued patents, patent applications, and registered copyrights (including exclusive licenses to registered copyrights under which a Loan Party is the licensee) acquired by the Loan Parties after the date hereofClosing Date. (b) Each of the Mortgages is effective to create in favor of the Administrative Agent, for the benefit of the Secured Parties, a legal, valid and enforceable Lien on the Mortgaged Properties described therein and proceeds thereof, and when the Mortgages are filed in the offices specified in the local counsel legal opinions delivered in connection with the Mortgages (which legal opinions for the Existing Mortgages were those delivered under the Existing Credit Agreement), each such Mortgage shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in the Mortgaged Properties and the proceeds thereof, as security for the Obligations (as defined in the relevant Mortgage), in each case prior and superior in right to the Lien of any other Person (except Liens permitted by Section 7.3). Schedule 1.1B lists, as of the Closing Date, each parcel of owned real property located in the United States and held by the Borrower or any Subsidiary Guarantor upon which a Mortgage will be granted to the Administrative Agent.

Security Documents. (a) The Guarantee and Collateral Agreement, upon execution and delivery thereof by the parties thereto, will create in favor of the Collateral Agent, for the ratable benefit of the Secured Parties, a legal, valid and enforceable security interest in the Collateral (as defined in the Guarantee and Collateral Agreement) and the proceeds thereof or by the delivery of a certificated security) and (i) when the Pledged Collateral (as defined in the Guarantee and Collateral Agreement) is delivered to the Collateral Agent, the Lien created under Guarantee and 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 case prior and superior in right to any other Person, and (ii) when financing statements or other filings in appropriate form are filed in the offices specified on Schedule 3.19(a) (or, in the case of Collateral delivered after the date hereof in accordance with the provisions of Section 5.12, in the appropriate filing offices3.17(a), the Lien created under the Guarantee and Collateral Agreement will constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral that can be perfected by the filing of a financing statement (or other similar filing) under the Uniform Commercial Code or similar statute in the appropriate filing office of any state in the United States or in the District of Columbia or any other jurisdiction (other than Intellectual Property, as defined in the Guarantee and Collateral Agreement), in each case prior and superior in right to any other personPerson, other than Permitted with respect to Liens that may take priority as a matter of law, and as otherwise provided in the Pari Passu Intercreditor Agreementexpressly permitted by Section 6.02. (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 Administrative Collateral Agent) with the United States Patent and Trademark Office and the United States Copyright Office, together with the financing statements or such other filings in appropriate form filed in the offices specified on Schedule 3.19(a) (or, in the case of Collateral delivered after the date hereof in accordance with the provisions of Section 5.12, in the appropriate filing offices3.17(a), the Lien created under the Guarantee and Collateral Agreement shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in Patents and Trademarks (as each term is defined in the Collateral Agreement) registered or applied for with the United States Patent and Trademark Office or Copyrights Intellectual Property (as defined in the Guarantee and Collateral Agreement) registered or applied for with in which a security interest may be perfected by filing in the United States Copyright Office, as the case may beand its territories and possessions, in each case prior and superior in right to any other person other than Permitted Liens that may take priority as a matter of law, and as otherwise provided in the Pari Passu Intercreditor Agreement Person (it being understood that subsequent recordings in the United States Patent and Trademark Office and the United States Copyright Office may be necessary to perfect a Lien on registered or applied for Patentstrademarks and patents, Trademarks, or Copyrights, trademark and patent applications and registered copyrights acquired by the Loan Parties after the date hereofFunding Date). (c) The Mortgages are effective to create in favor of the Collateral Agent, for its benefit and the ratable benefit of the Secured Parties, a legal, valid and enforceable Lien on and security interest in all of the Loan Parties’ right, title and interest in and to the Mortgaged Property thereunder and the proceeds thereof, and when the Mortgages are filed in the offices specified on Schedule 3.17(c), the Mortgages shall constitute a fully perfected first-priority Lien on, and security interest in, all right, title and interest of the Loan Parties 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 the rights of Persons pursuant to Liens expressly permitted by Section 6.02.

Security Documents. (a) The Guarantee and Collateral Agreement, upon execution and delivery thereof by the parties thereto, will Agreement is effective to create in favor of the Collateral Administrative Agent, for the ratable benefit of the Secured Parties, a legal, valid valid, binding and enforceable security interest in the Personal Property Collateral (as defined and proceeds and products thereof, to the extent contemplated by the Guarantee and Collateral Agreement. In the case of the Stock Collateral, when any stock certificates representing such Stock Collateral are delivered to the Administrative Agent, and in the Collateral Agreement) and case of the proceeds thereof and other Personal Property Collateral, when financing statements or other filings in appropriate form are filed in the offices specified on Schedule 3.19(a) 4.19(a)-1 (or, in the case of Collateral delivered after the date hereof in accordance with the provisions of Section 5.12, in the appropriate filing offices), the Lien created under the Collateral Agreement will constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral (other than Intellectual Property, as defined in the Collateral Agreement), in each case prior and superior in right to any other person, other than Permitted Liens that which financing statements may take priority as a matter of law, and as otherwise provided in the Pari Passu Intercreditor Agreement. (b) Upon the recordation of the Collateral Agreement (or a short-form security agreement in form and substance reasonably satisfactory to the Borrower and be filed by the Administrative Agent) with the United States Patent at any time and Trademark Office and the United States Copyright Office, together with the financing statements or such other filings in appropriate form filed in the offices as are specified on Schedule 3.19(a3 to the Guarantee and Collateral Agreement have been completed (all of which filings may be filed by the Administrative Agent) (or, in the case of Collateral delivered after the date hereof in accordance with the provisions of Section 5.12, in the appropriate filing offices)at any time, the Lien created under the Guarantee and Collateral Agreement shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in Patents such Personal Property Collateral and Trademarks (as each term is defined in the proceeds and products thereof, to the extent contemplated by the Guarantee and Collateral Agreement) registered or applied , as security for with the United States Patent and Trademark Office or Copyrights Obligations (as defined in the Guarantee and Collateral Agreement) registered or applied for with the United States Copyright Office, as the case may be), in each case prior and superior in right to any other person Person (except Permitted Liens). As of the Closing Date, Schedule 4.19(a)-2 lists each UCC Financing Statement that (i) names any Loan Party as debtor and (ii) will remain on file after the Closing Date. As of the Closing Date, Schedule 4.19(a)-3 lists each UCC Financing Statement that (i) names any Loan Party as debtor and (ii) will be terminated on or prior to the Closing Date; and on or prior to the Closing Date, the Borrower will have delivered to the Administrative Agent, or caused to be filed, duly completed UCC termination statements, authorized by the relevant secured party, in respect of each such UCC Financing Statement. (b) Each of the Mortgages is (or, in the case of any Mortgage to be executed and delivered pursuant to Section 7.21 will be upon execution and delivery) effective to create in favor of the Administrative Agent, for the benefit of the Secured Parties, a legal, valid, binding and enforceable Lien on the Mortgaged Properties described therein and proceeds and products thereof; and when the Mortgages are filed in the offices specified on Schedule 4.19(b) (in the case of Mortgages to be executed and delivered on the Closing Date) or in the recording office designated in Schedule 7.21 (in the case of any Mortgage to be executed and delivered pursuant to Section 7.21), each Mortgage shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in the Mortgaged Properties described therein and the proceeds and products thereof, to the extent contemplated by such Mortgage, as security for the Obligations (as defined in the relevant Mortgage), in each case prior and superior in right to the rights of any other Person (other than Persons holding Liens or other encumbrances or rights permitted by the relevant Mortgage and other than Permitted Liens that may take priority as a matter of law, and as otherwise provided in the Pari Passu Intercreditor Agreement (it being understood that subsequent recordings in the United States Patent and Trademark Office and the United States Copyright Office may be necessary to perfect a Lien on registered or applied for Patents, Trademarks, or Copyrights, acquired by the Loan Parties after the date hereofLiens).

Security Documents. (a) The Guarantee and Collateral Agreement, upon execution and delivery thereof by the parties thereto, will Agreement is effective to create in favor of the Collateral Administrative Agent, for the ratable benefit of the Secured PartiesLenders, a legal, valid and enforceable security interest in the Collateral (as defined therein and proceeds thereof. In the case of (i) the Pledged Collateral described in the Guarantee and Collateral Agreement, when stock certificates representing such Pledged Collateral are delivered to the Administrative Agent, (ii) and the proceeds thereof and UCC Collateral, when financing statements or other filings specified on Schedule 3.19(a) in appropriate form are filed in the offices specified on Schedule 3.19(a) (or, in the case of Collateral delivered after the date hereof in accordance with the provisions of Section 5.12, in the appropriate filing offices), the Lien created under the (iii) Collateral Agreement will constitute a fully perfected Lien on, Deposit Accounts and security interest in, all right, title and interest of the Loan Parties in Lock Boxes (as such Collateral (other than Intellectual Property, as terms are defined in the Guarantee and Collateral Agreement), upon the depository in each case prior and superior which such accounts or lock boxes are maintained agreeing that it will comply with the instructions originated by the Revolving Facility Agent directing disposition of the funds or items in right to any other person, other than Permitted Liens that may take priority as a matter such accounts or lock boxes without further consent from the owner of lawsuch accounts or lock boxes, and as otherwise provided (iv) the Registered Intellectual Property described in the Pari Passu Intercreditor Guarantee and Collateral Agreement. , when (bA) Upon the recordation of security interests granted in the Guarantee and Collateral Agreement (or a short-form security agreement in form Patents, Trademarks and substance reasonably satisfactory to Copyrights are recorded in the Borrower and the Administrative Agent) with the applicable Intellectual Property registries, including United States Patent and Trademark Office and the United States Copyright Office, together with the Office and (B) when financing statements or such other filings in appropriate form are filed in the offices specified on Schedule 3.19(a) (or, in the case such Borrower or Guarantor’s jurisdiction of Collateral delivered after the date hereof in accordance with the provisions of Section 5.12, in the appropriate filing offices)organization, the Lien created under the Guarantee and Collateral Agreement shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties Borrower and the Guarantors in Patents such Pledged Collateral, UCC Collateral, Collateral Deposit Accounts, Lock Boxes, Registered Intellectual Property and Trademarks (the proceeds thereof, as each term is defined in security for the Collateral Agreement) registered or applied for with the United States Patent and Trademark Office or Copyrights Obligations (as defined in the Guarantee and Collateral Agreement) registered or applied for with the United States Copyright Office, as the case may be), in each case prior and superior in right to any other person Person (except, in the case of Collateral other than Permitted Pledged Collateral, Liens that may take priority as permitted by Section 6.2) subject to the Intercreditor Agreement. (b) Each of the Mortgages is effective to create in favor of the Administrative Agent, for the benefit of the Lenders, a matter of lawlegal, valid and enforceable Lien on the Mortgaged Properties described therein and proceeds thereof, and as otherwise provided when the Mortgages are filed in the Pari Passu offices specified on Schedule 3.19(b), each such Mortgage shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Borrower and the Guarantors in the Mortgaged Properties and the proceeds thereof, as security for the Obligations (as defined in the relevant Mortgage), in each case prior and superior in right to any other Person, subject to the Intercreditor Agreement (it being understood that subsequent recordings Agreement. Schedule 1.1B lists, as of the Closing Date, each parcel of owned real property located in the United States Patent and Trademark Office and the United States Copyright Office may be necessary to perfect a Lien on registered or applied for Patents, Trademarks, or Copyrights, acquired held by the Loan Parties after Borrower or any Subsidiary Guarantor that has a value, in the date hereof)reasonable opinion of the Borrower, in excess of $1,000,000.

Security Documents. (a) The Collateral Agreement, upon execution and delivery thereof by provisions of the parties thereto, will Security Agreement are effective to create in favor of the Collateral Agent, Agent for the ratable benefit of the Secured Parties, Creditors a legal, valid and enforceable security interest in the Collateral (as defined in the Collateral Agreement) and the proceeds thereof and when financing statements or other filings in appropriate form are filed in the offices specified on Schedule 3.19(a) (or, in the case of Collateral delivered after the date hereof in accordance with the provisions of Section 5.12, in the appropriate filing offices), the Lien created under the Collateral Agreement will constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Credit Parties in such the Security Agreement Collateral (described therein, and the Collateral Agent, for the benefit of the Secured Creditors, has a fully perfected security interest in all right, title and interest in all of the Security Agreement Collateral described therein, subject to no other Liens other than Intellectual Property, as defined Permitted Liens. The recordation of (x) the Grant of Security Interest in U.S. Patents and (y) the Grant of Security Interest in U.S. Trademarks in the Collateral respective form attached to the Security Agreement), in each case prior and superior in right to any other person, other than Permitted Liens that may take priority as a matter of law, and as otherwise provided in the Pari Passu Intercreditor Agreement. (b) Upon the recordation of the Collateral Agreement (or a short-form security agreement in form and substance reasonably satisfactory to the Borrower and the Administrative Agent) with the United States Patent and Trademark Office Office, together with filings on Form UCC-1 made pursuant to the Security Agreement, will create, as may be perfected by such filings and recordation, a perfected security interest in the United States trademarks and patents covered by the Security Agreement, and the recordation of the Grant of Security Interest in U.S. Copyrights in the form attached to the Security Agreement with the United States Copyright Office, together with filings on Form UCC-1 made pursuant to the financing statements or Security Agreement, will create, as may be perfected by such other filings in appropriate form filed in the offices specified on Schedule 3.19(a) (orand recordation, in the case of Collateral delivered after the date hereof in accordance with the provisions of Section 5.12, in the appropriate filing offices), the Lien created under the Collateral Agreement shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in Patents and Trademarks (as each term is defined in the Collateral Agreement) registered or applied for with the United States Patent and Trademark Office or Copyrights (as defined in the Collateral Agreement) registered or applied for with the United States Copyright Office, as the case may be, in each case prior and superior in right to any other person other than Permitted Liens that may take priority as a matter of law, and as otherwise provided in the Pari Passu Intercreditor Agreement (it being understood that subsequent recordings in the United States Patent and Trademark Office and copyrights covered by the United States Copyright Office may be necessary Security Agreement. (b) The security interests created under the Pledge Agreement in favor of the Collateral Agent, as Pledgee, for the benefit of the Secured Creditors, constitute perfected security interests in the Pledge Agreement Collateral described in the Pledge Agreement, subject to no security interests of any other Person). No filings or recordings are required in order to perfect (or maintain the perfection or priority of) the security interests created in the Pledge Agreement Collateral under the Pledge Agreement other than with respect to that portion of the Pledge Agreement Collateral constituting a Lien on registered or applied for Patents, Trademarks, or Copyrights, acquired by “general intangible” under the Loan Parties after the date hereof)UCC.

Security Documents. (a) The Collateral AgreementOn and after the Closing Date, upon execution and delivery thereof by (i) the parties thereto, will provisions of the Security Agreement are effective to create in favor of the Collateral Agent, Agent for the ratable benefit of the Secured Parties, Creditors a legal, valid and enforceable security interest in all right, title and interest of the Collateral (as defined Credit Parties in the Security Agreement Collateral described therein and (ii) the Security Agreement) and , upon the proceeds thereof and when filing of financing statements or other filings in the appropriate form are filed in the offices specified on Schedule 3.19(a) equivalent (orwhich filings, in the case of Collateral delivered if this representation is being made more than 10 days after the date hereof in accordance with the provisions of Section 5.12Closing Date, in the appropriate filing officeshave been made), the Lien created under the Collateral Agreement will constitute creates a fully perfected Lien first lien on, and security interest in, all right, title and interest in all of the Loan Parties in such Security Agreement Collateral (described therein, subject to no other than Intellectual Property, as defined in the Collateral Agreement), in each case prior and superior in right to any other person, Liens other than Permitted Liens that may take priority as Liens, to the extent a matter security interest in such collateral can be perfected by the filing of law, and as otherwise provided in the Pari Passu Intercreditor Agreement. (b) Upon the a financing statement. The recordation of the Collateral Agreement (or a short-Grant of Security Interest in U.S. Patents and Trademarks in the form security agreement in form and substance reasonably satisfactory attached to the Borrower and the Administrative Agent) with Security Agreement in the United States Patent and Trademark Office Office, together with financing statements made pursuant to the Security Agreement will be effective when recorded or filed (which recordings or filings, if this representation is being made more than 10 days after the Closing Date, have been made), under applicable law, to perfect the security interest granted to the Collateral Agent in the trademarks and patents covered by the Security Agreement and identified in such Grant of Security Interest and the recordation of the Grant of Security Interest in U.S. Copyrights in the form attached to the Security Agreement with the United States Copyright Office, together with the financing statements made pursuant to the Security Agreement, will be effective when recorded or such other filings in appropriate form filed (which recordings or filings, if this representation is being made more than 10 days after the Closing Date, have been made) under federal law to perfect the security interest granted to the Collateral Agent in the offices specified on Schedule 3.19(acopyrights covered by the Security Agreement and identified in such Grant of Security Interest. (b) (orOn and after the Closing Date, assuming the Collateral Agent continues to retain possession of the applicable Pledged Securities, the security interests created in favor of the Collateral Agent, as pledgee, for the benefit of the Secured Creditors under the Pledge Agreement constitute first priority perfected security interests in the Pledged Securities described in the Pledge Agreement, in the case of pledges by the Borrower and the Guarantors, subject to no security interests of any other Person. Assuming the Collateral delivered Agent continues to retain possession of the applicable Pledged Securities, no filings or recordings are required in order to perfect (or maintain the perfection or priority of) the security interests created in the Pledged Securities and the proceeds thereof under the Pledge Agreement. (c) On and after the date hereof in accordance with the provisions of Section 5.12Closing Date, in the appropriate filing offices), the Lien created under assuming the Collateral Agreement shall constitute a fully perfected Lien on, and security interest in, all right, title and interest Agent continues to retain possession of the Loan Parties in Patents and Trademarks (as each term is defined in the Collateral Agreement) registered or applied for with the United States Patent and Trademark Office or Copyrights applicable Pledged Stock (as defined in the Hypothecation Agreement), the security interests created in favor of the Collateral Agreement) registered or applied for with the United States Copyright OfficeAgent, as pledgee, for the case benefit of the Secured Creditors under the Hypothecation Agreement constitute first priority perfected security interests in the Pledged Stock described in the Hypothecation Agreement. Assuming the Collateral Agent continues to retain possession of the applicable Pledged Stock, no filings or recordings are required in order to perfect (or maintain the perfection or priority of) the security interests created in the Pledged Stock and the proceeds thereof under the Hypothecation Agreement. (d) On and after the Closing Date, the Mortgages create, as security for the obligations purported to be secured thereby, a valid and enforceable perfected security interest in and mortgage lien on all of the Mortgaged Properties in favor of the Collateral Agent (or such other trustee as may bebe required or desired under local law) for the benefit of the Secured Creditors, superior to and prior to the rights of all third persons (except that the security interest and mortgage lien created in the Mortgaged Properties may be subject to the Permitted Encumbrances related thereto) and subject to no other Liens (other than Permitted Liens). On and after the Closing Date, the Borrower and each of its Subsidiaries have good and indefeasible title to all fee-owned Mortgaged Properties and valid leasehold title to all Leaseholds (except to the extent that the failure to have such title to any such Leasehold would not reasonably be expected to have a Material Adverse Effect), in each case prior free and superior in right to any other person other than Permitted clear of all Liens that may take priority as a matter of law, and as otherwise provided title exceptions except those described in the Pari Passu Intercreditor Agreement first sentence of this subsection (it being understood that subsequent recordings in the United States Patent and Trademark Office and the United States Copyright Office may be necessary to perfect a Lien on registered or applied for Patents, Trademarks, or Copyrights, acquired by the Loan Parties after the date hereofd).

Security Documents. (a) The Collateral Agreement, upon execution and delivery thereof by the parties thereto, will create Security Agreement creates in favor of the Collateral Agent and Term Loan Agent, for the ratable benefit of the Secured PartiesParties referred to therein, a legal, valid valid, continuing and enforceable security interest in the Collateral (as defined in the Security Agreement), the enforceability of which is subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law. The financing statements, releases and other filings are in appropriate form and have been or will be filed in the offices specified in Schedule II of the Security Agreement. Upon such filings and/or the obtaining of “control,” (as defined in the UCC) the Agent will have a perfected Lien on, and security interest in, to and under all right, title and interest of the grantors thereunder in all Collateral that may be perfected by filing, recording or registering a financing statement or analogous document (including without limitation the proceeds of such Collateral subject to the limitations relating to such proceeds in the UCC) or by obtaining control, under the UCC (in effect on the date this representation is made) in each case prior and superior in right to any other Person (except for Permitted Encumbrances referenced in Sections 7.02(d) or (q) solely to the extent such Liens have priority under applicable Law and, if applicable, the Term Loan B Agent to the extent subject to the Term Loan B Intercreditor Agreement). (b) When the Security Agreement (or a short form thereof) is filed in the United States Patent and Trademark Office and the proceeds thereof United States Copyright Office and when financing statements or statements, releases and other filings in appropriate form are filed in the offices specified on in Schedule 3.19(a) (or, in II of the case of Collateral delivered after the date hereof in accordance with the provisions of Section 5.12, in the appropriate filing offices)Security Agreement, the Lien created under Agent and the Collateral Agreement will constitute Term Loan Agent shall each have a fully perfected Lien on, and security interest in, all right, title and interest of the applicable Loan Parties in such Collateral the Intellectual Property (other than Intellectual Property, as defined in the Collateral Security Agreement)) in which a security interest may be perfected by filing, recording or registering a security agreement, financing statement or analogous document in the United States Patent and Trademark Office or the United States Copyright Office, as applicable, in each case prior and superior in right to any other person, other than Person except for Permitted Liens that may take priority as a matter of law, and as otherwise provided Encumbrances referenced in the Pari Passu Intercreditor Agreement. Sections 7.02(d) or (bq) Upon the recordation of the Collateral Agreement (or a short-form security agreement in form and substance reasonably satisfactory solely to the Borrower and the Administrative Agent) with the United States Patent and Trademark Office and the United States Copyright Officeextent such Liens have priority under applicable Law and, together with the financing statements or such other filings in appropriate form filed in the offices specified on Schedule 3.19(a) (or, in the case of Collateral delivered after the date hereof in accordance with the provisions of Section 5.12, in the appropriate filing offices)if applicable, the Lien created under Term Loan B Agent to the Collateral Agreement shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of extent subject to the Term Loan Parties in Patents and Trademarks (as each term is defined in the Collateral Agreement) registered or applied for with the United States Patent and Trademark Office or Copyrights (as defined in the Collateral Agreement) registered or applied for with the United States Copyright Office, as the case may be, in each case prior and superior in right to any other person other than Permitted Liens that may take priority as a matter of law, and as otherwise provided in the Pari Passu B Intercreditor Agreement (it being understood that subsequent recordings in the United States Patent and Trademark Office and the United States Copyright Office may be necessary to perfect a Lien on registered or applied for Patentstrademarks, Trademarks, or Copyrights, trademark applications and copyrights acquired by the Loan Parties after the date hereofClosing Date).

Security Documents. (a) The Guarantee, Collateral and Intercreditor Agreement, upon execution and delivery thereof by the parties thereto, will create in favor of the Collateral Agent, for the ratable benefit of the Secured Parties, a legal, valid and enforceable security interest in the Collateral (as defined in the Guarantee, Collateral and Intercreditor Agreement) and the proceeds thereof and (i) when the Pledged Collateral (as defined in the Guarantee, Collateral and Intercreditor Agreement) is delivered to the Collateral Agent, the Lien created under Guarantee, Collateral and Intercreditor 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 case prior and superior in right to any other Person, and (ii) when financing statements or other filings in appropriate form are filed in the offices specified on Schedule 3.19(a) (or, in the case of Collateral delivered after the date hereof in accordance with the provisions of Section 5.12, in the appropriate filing offices), the Lien created under the Guarantee, Collateral and Intercreditor Agreement will constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral to the extent such Collateral can be perfected by filing a financing statement (other than Intellectual Property, as defined in the Guarantee, Collateral and Intercreditor Agreement), in each case prior and superior in right to any other personPerson, other than Permitted with respect to Liens that may take priority as a matter of law, and as otherwise provided in the Pari Passu Intercreditor Agreementexpressly permitted by Section 6.02. (b) Upon the recordation of the Guarantee, Collateral and Intercreditor Agreement (or a short-form security agreement in form and substance reasonably satisfactory to the Borrower and the Administrative Collateral Agent) with the United States Patent and Trademark Office and the United States Copyright Office, together with the financing statements or such other filings in appropriate form filed in the offices specified on Schedule 3.19(a) (or, and provided that such filings are made within the time periods required by applicable law governing perfection of security interests in the case of Collateral delivered after the date hereof in accordance with the provisions of Section 5.12, in the appropriate filing offices)United States, the Lien created under the Guarantee, Collateral and Intercreditor Agreement shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in Patents and Trademarks (as each term is defined in the Collateral Agreement) registered or applied for with the United States Patent and Trademark Office or Copyrights Intellectual Property (as defined in the Guarantee, Collateral and Intercreditor Agreement) registered or applied for with in which a security interest may be perfected by filing in the United States Copyright Office, as the case may beand its territories and possessions, in each case prior and superior in right to any other person Person other than Permitted with respect to Liens that may take priority as a matter of law, and as otherwise provided in the Pari Passu Intercreditor Agreement expressly permitted by Section 6.02 (it being understood that subsequent recordings in the United States Patent and Trademark Office and the United States Copyright Office may be necessary to perfect a Lien on U.S. registered or applied for Patentstrademarks and patents, Trademarks, or Copyrights, trademark and patent applications and registered copyrights acquired by the Loan Parties after the date hereof). (c) The Mortgages (if any) are effective to create in favor of the Collateral Agent, for the ratable benefit of the Secured Parties, a legal, valid and enforceable Lien on all of the Loan Parties' right, title and interest in and to the Mortgaged Property thereunder and the proceeds thereof, and when the Mortgages are filed in the recording offices specified in writing by the Borrower or any other Loan Party pursuant to its compliance with Section 5.12, such Mortgages shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties 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 the rights of Persons pursuant to Liens expressly permitted by Section 6.02.

Security Documents. (a) The Guarantee and Collateral Agreement, upon execution and delivery thereof by the parties thereto, will Agreement is effective to create in favor of the Collateral Agent, for the ratable benefit of the Secured Parties, a legal, valid and enforceable security interest in the Collateral (as defined in the Guarantee and Collateral Agreement) and the proceeds thereof and when (i) with respect to all Pledged Collateral (as defined in the Guarantee and Collateral Agreement) previously delivered to and in possession of the Collateral Agent, the Guarantee and Collateral Agreement constitutes, or in the case of Pledged Collateral to be delivered to the Collateral Agent in the future, the Guarantee and Collateral Agreement will constitute, a fully perfected first priority Lien on, and security interest in, all right, title and interest of the Loan Parties in such Pledged Collateral, in each case prior and superior in right to any other person, and (ii) together with the financing statements or other filings in appropriate form are previously filed in the offices specified on Schedule 3.19(a) (or, in the case of Collateral delivered after the date hereof in accordance with the provisions of Section 5.12, in the appropriate filing offices), the Lien created under the Guarantee and Collateral Agreement will constitute constitutes a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in all such Collateral as to which a security interest may be perfected by such a filing (other than Intellectual Property, as defined in the Guarantee and Collateral Agreement), in each case prior and superior in right to any other person, other than Permitted with respect to Liens that may take priority as a matter of law, and as otherwise provided in the Pari Passu Intercreditor Agreementexpressly permitted by Section 6.02. (b) Upon the recordation of the The Guarantee and Collateral Agreement (or a short-form security agreement in form and substance reasonably satisfactory to the Borrower and the Administrative Agent) currently on file with the United States Patent and Trademark Office and the United States Copyright Office, together with the financing statements or such other filings in appropriate form previously filed in the offices specified on Schedule 3.19(a) (or, in the case of Collateral delivered after the date hereof in accordance with the provisions of Section 5.12, in the appropriate filing offices), the Lien created under the Collateral Agreement shall constitute constitutes a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in Patents and Trademarks (as each term is defined in the Collateral Agreement) registered or applied for with the United States Patent and Trademark Office or Copyrights Intellectual Property (as defined in the Guarantee and Collateral Agreement) registered or applied for with in which a security interest may be perfected by filing in the United States Copyright Office, as the case may beand its territories and possessions, in each case prior and superior in right to any other person other than Permitted Liens that may take priority as a matter of law, and as otherwise provided in the Pari Passu Intercreditor Agreement (it being understood that subsequent recordings in the United States Patent and Trademark Office and the United States Copyright Office may be necessary to perfect a Lien on registered or applied for Patentstrademarks, Trademarks, or Copyrights, trademark applications and copyrights acquired by the Loan Parties after the date hereofClosing Date). (c) The Mortgages create in favor of the Collateral Agent, for the ratable benefit of the Secured Parties, legal, valid and enforceable Liens on all of the Loan Parties’ right, title and interest in and to the Mortgaged Property thereunder and the proceeds thereof, and when the modifications referred to in Section 3.04(a) are recorded in the offices specified on Schedule 3.19(a), the Mortgages will constitute fully perfected Liens on, and security interests in, all right, title and interest of the Loan Parties in the Mortgaged Property and the proceeds thereof to secure the Obligations, in each case prior and superior in right to any other person, other than with respect to the rights of persons pursuant to Liens expressly permitted by Section 6.02.

Security Documents. (a) The Collateral Agreement, upon execution and delivery thereof by the parties thereto, will create in favor of the Collateral Agent, for the ratable benefit of the Secured Parties, a legal, valid and enforceable security interest in the Collateral (as defined in the Collateral Agreement) and the proceeds thereof and (i) when control of the Pledged Collateral (as defined in the Collateral Agreement) is obtained by the Agent, the Lien created under Collateral Agreement shall constitute a perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such Pledged Collateral and (ii) when financing statements or other filings in appropriate form are filed in the offices specified on Schedule 3.19(a) (or, in the case of Collateral delivered after the date hereof in accordance with the provisions of Section 5.12, in the appropriate filing offices), the Lien created under the Collateral Agreement will constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral (other than Intellectual Property, as defined in the Collateral Agreement)) to the extent perfection can be obtained by filing Uniform Commercial Code financing statements, in each case prior and superior in right to any other person, person (other than Permitted Liens that may take priority as a matter of law, and as otherwise provided in the Pari Passu Intercreditor Agreementexpressly permitted by Section 6.02). (b) Upon the recordation of the Collateral Agreement (or a short-form security agreement in form and substance reasonably satisfactory to the Borrower and the Administrative Agent) with the United States Patent and Trademark Office and the United States Copyright Office, together with the financing statements or such other filings in appropriate form filed in the offices specified on Schedule 3.19(a) (or, in the case of Collateral delivered after the date hereof in accordance with the provisions of Section 5.12, in the appropriate filing offices), the Lien created under the Collateral Agreement shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in Patents and Trademarks (as each term is defined in the Collateral Agreement) registered or applied for with the United States Patent and Trademark Office or Copyrights Intellectual Property (as defined in the Collateral Agreement) registered or applied for with in which a security interest may be perfected by filing in the United States Copyright Office, as the case may beand its territories and possessions, in each case prior and superior in right to any other person (other than Permitted Liens that may take priority as a matter of lawexpressly permitted by Section 6.02), and as otherwise provided in the Pari Passu Intercreditor Agreement (it being understood that subsequent recordings in the United States Patent and Trademark Office and the United States Copyright Office may be necessary to perfect a Lien on registered or applied for Patentstrademarks and patents, Trademarks, or Copyrights, trademark and patent applications and registered copyrights acquired by the Loan Parties after the date hereofEffective Date. (c) The Mortgages are effective to create in favor of the Agent, for the ratable benefit of the Secured Parties, a legal, valid and enforceable Lien on all of the Loan Parties’ right, title and interest in and to the Mortgaged Properties and the proceeds thereof, and when the Mortgages are filed in the offices specified on Schedule 3.19(c), the Mortgages shall constitute perfected Liens on, and security interests in, all right, title and interest of the Loan Parties in such Mortgaged Properties and the proceeds thereof, in each case prior and superior in right to any other person (other than Liens expressly permitted by Section 6.02). (d) When Account Control Agreements in respect of deposit accounts and securities accounts of the Loan Parties are executed and delivered by the applicable Loan Parties, the applicable depositary banks or securities intermediaries and the Agent, the Account Control Agreements will constitute fully perfected Liens on, and security interests in, all right, title and interest of the Loan Parties in such deposit accounts and securities accounts, in each case prior and superior in right to any other person.

Security Documents. (a) The Collateral Agreement, upon execution and delivery thereof by provisions of the parties thereto, will Security Agreement are effective to create in favor of the Collateral Agent, Agent for the ratable benefit of the Secured Parties, Creditors a legal, valid and enforceable security interest in the Collateral (as defined in the Collateral Agreement) and the proceeds thereof and when financing statements or other filings in appropriate form are filed in the offices specified on Schedule 3.19(a) (or, in the case of Collateral delivered after the date hereof in accordance with the provisions of Section 5.12, in the appropriate filing offices), the Lien created under the Collateral Agreement will constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Credit Parties in such the Security Agreement Collateral described therein, and the Collateral Agent, for the benefit of the Secured Creditors, has (or within 10 days following the Closing Date will have) a fully perfected security interest in all right, title and interest in all of the Security Agreement Collateral described therein, subject to no other Liens other than Intellectual Property, as defined Permitted Liens. The recordation of (x) the Grant of Security Interest in U.S. Patents and (y) the Grant of Security Interest in U.S. Trademarks in the Collateral respective form attached to the Security Agreement), in each case prior and superior in right to any other person, other than Permitted Liens that may take priority as a matter of law, and as otherwise provided in the Pari Passu Intercreditor Agreement. (b) Upon the recordation of the Collateral Agreement (or a short-form security agreement in form and substance reasonably satisfactory to the Borrower and the Administrative Agent) with the United States Patent and Trademark Office Office, together with filings on Form UCC-1 made pursuant to the Security Agreement, will create, as may be perfected by such filings and recordation, a perfected security interest in the United States trademarks and patents covered by the Security Agreement, and the recordation of the Grant of Security Interest in U.S. Copyrights in the form attached to the Security Agreement with the United States Copyright Office, together with filings on Form UCC-1 made pursuant to the financing statements or Security Agreement, will create, as may be perfected by such other filings in appropriate form filed in the offices specified on Schedule 3.19(a) (orand recordation, in the case of Collateral delivered after the date hereof in accordance with the provisions of Section 5.12, in the appropriate filing offices), the Lien created under the Collateral Agreement shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in Patents and Trademarks (as each term is defined in the Collateral Agreement) registered or applied for with the United States Patent and Trademark Office or Copyrights (as defined in the Collateral Agreement) registered or applied for with the United States Copyright Office, as the case may be, in each case prior and superior in right to any other person other than Permitted Liens that may take priority as a matter of law, and as otherwise provided in the Pari Passu Intercreditor Agreement (it being understood that subsequent recordings in the United States Patent copyrights covered by the Security Agreement. (b) The security interests created under the Pledge Agreements in favor of the Collateral Agent, as Pledgee, for the benefit of the Secured Creditors, constitute perfected security interests in the Pledge Agreement Collateral described in the Pledge Agreements, subject to no security interests of any other Person. No filings or recordings are required in order to perfect (or maintain the perfection or priority of) the security interests created in the Pledge Agreement Collateral under the Pledge Agreements other than with respect to that portion of the Pledge Agreement Collateral constituting a “general intangible” under the UCC. (c) Each Mortgage creates, as security for the obligations purported to be secured thereby, a valid and Trademark Office enforceable perfected security interest in and mortgage lien on the United States Copyright Office respective Mortgaged Property in favor of the Collateral Agent (or such other trustee as may be necessary required or desired under local law) for the benefit of the Secured Creditors, superior and prior to perfect a Lien the rights of all third Persons (except that the security interest and mortgage lien created on registered or applied for Patents, Trademarks, or Copyrights, acquired by such Mortgaged Property may be subject to the Loan Parties after the date hereofPermitted Encumbrances related thereto) and subject to no other Liens (other than Permitted Encumbrances related thereto).

Security Documents. (a) The Guarantee and Collateral Agreement, upon execution and delivery thereof by the parties thereto, will Agreement is effective to create in favor of the Collateral Agent, for the ratable benefit of the Secured Parties, a legal, valid and enforceable security interest in the Collateral “Pledged Collateral” (as defined in the Guarantee and Collateral Agreement) and, in respect of such Pledged Collateral in which a security interest can be perfected by control, when such Collateral is delivered to the Agent or the Term Loan Agent, in its capacity as agent for the Agent solely for the purpose of perfecting the security interest granted to Agent in such Collateral, and for so long as the proceeds thereof Agent or the Term Loan Agent, as applicable, remains in control of such Collateral, the security interest in such “Pledged Collateral” created by the Guarantee and Collateral Agreement shall constitute a perfected junior priority security interest (subordinate only to the security interests under the Term Loan Documents) in all right, title and interest of the pledgor thereunder in such “Pledged Collateral”, in each case prior and superior in right to any other Person, other than with respect to Liens permitted by Section 10.2.2 and subject to the Intercreditor Agreement. (b) The Guarantee and Collateral Agreement is effective to create in favor of the Agent, for the benefit of the Secured Parties, a legal, valid and enforceable security interest in the “Collateral” other than the “Pledged Collateral” (in each case as defined in the Guarantee and Collateral Agreement) and, in respect of such Collateral in which a security interest can be perfected by the filing of a UCC financing statement, when financing statements or other filings in appropriate form are filed in the offices specified on Schedule 3.19(a) (or, in 1.04 to the case of Collateral Perfection Certificate most recently delivered after the date hereof in accordance with the provisions of Section 5.12, in the appropriate filing offices)to Agent, the Lien security interest created under by the Guarantee and Collateral Agreement will shall constitute a fully perfected Lien on, and security interest in, in all right, title and interest of the Loan Parties grantors thereunder in such Collateral (other than the Intellectual Property, as defined in the Collateral Agreement), in each case prior and superior in right to any other personPerson, other than Permitted with respect to Liens that may take priority as a matter of law, permitted by Section 10.2.2 and as otherwise provided in subject to the Pari Passu Intercreditor Agreement. (bc) Upon When the recordation of the Guarantee and Collateral Agreement (or a short-form security agreement summary thereof) is filed in form and substance reasonably satisfactory to the Borrower and the Administrative Agent) with the United States Patent and Trademark Office and the United States Copyright Office, together with Office and the financing statements or such other filings referred to in appropriate form filed in the offices specified on Schedule 3.19(aSection 9.1.17(b) (or, in the case of Collateral delivered after the date hereof in accordance with the provisions of Section 5.12, in the appropriate filing offices)above are appropriately filed, the Lien security interest created under by the Guarantee and Collateral Agreement shall constitute a fully perfected Lien on, and security interest in, in all right, title and interest of the Loan Parties in Patents and Trademarks (as each term is defined grantors thereunder in the Collateral Agreement) registered Intellectual Property in which a security interest may be perfected by filing, recording or applied for with registering a security agreement, financing statement or analogous document in the United States Patent and Trademark Office or Copyrights (as defined in the Collateral Agreement) registered or applied for with the United States Copyright Office, as the case may beapplicable, in each case prior and superior in right to any other person other than Permitted Liens that may take priority as a matter of law, and as otherwise provided in the Pari Passu Intercreditor Agreement Person (it being understood that subsequent recordings in the United States Patent and Trademark Office and the United States Copyright Office and subsequent UCC filings may be necessary to perfect a Lien lien on registered or applied for Patentstrademarks, Trademarks, or Copyrights, trademark applications and copyrights acquired by the Loan Parties Obligors after the date hereofClosing Date), other than with respect to Liens permitted by Section 10.2.2 and subject to the Intercreditor Agreement. (d) Each Mortgage, upon execution and delivery thereof by the parties thereto, is effective to create, subject to the exceptions listed in each title insurance policy covering such Mortgage, in favor of and reasonably satisfactory to the Agent, for the benefit of the Secured Parties, a legal, valid and enforceable Lien on all of the applicable mortgagor’s right, title and interest in and to the Real Estate thereunder and the proceeds thereof, and when the Mortgages are filed in the appropriate offices, the Lien created by each Mortgage shall constitute a perfected Lien on all right, title and interest of the applicable mortgagor in such Real Estate and the proceeds thereof, in each case prior and superior in right to any other Person, other than with respect to the rights of Persons pursuant to Liens permitted by Section 10.2.2 and subject to the Intercreditor Agreement.

Security Documents. (a) The Collateral Agreement, upon execution and delivery thereof by provisions of the parties thereto, will Security Agreement are effective to create in favor of the Collateral Agent, Agent for the ratable benefit of the Secured Parties, Creditors a legal, valid and enforceable security interest in the Collateral (as defined in the Collateral Agreement) and the proceeds thereof and when financing statements or other filings in appropriate form are filed in the offices specified on Schedule 3.19(a) (or, in the case of Collateral delivered after the date hereof in accordance with the provisions of Section 5.12, in the appropriate filing offices), the Lien created under the Collateral Agreement will constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Credit Parties in the Security Agreement Collateral described therein, and the Collateral Agent, for the benefit of the Secured Creditors, has (or within 30 days following the Closing Date (or within such longer period as the Collateral Agent may agree in its sole discretion) or, if later, upon the effectiveness of the recordings described herein will have) a fully perfected security interest in all right, title and interest in all of the Security Agreement Collateral described therein to the extent required thereunder (other than Intellectual Property, (i) any Security Agreement Collateral consisting of cash not contained in a deposit account or securities account not subject to the “control” (as defined under the UCC) of the Collateral Agent and (ii) any Security Agreement Collateral consisting of deposit accounts not subject to the “control” (as defined under the UCC) of the Collateral Agent), subject to no other Liens other than Permitted Liens. The recordation of (x) the Grant of Security Interest in U.S. Patents, if applicable and (y) the Grant of Security Interest in U.S. Trademarks, if applicable, in the Collateral respective form attached to the Security Agreement), in each case prior and superior in right to any other person, other than Permitted Liens that may take priority as a matter of law, and as otherwise provided in the Pari Passu Intercreditor Agreement. (b) Upon the recordation of the Collateral Agreement (or a short-form security agreement in form and substance reasonably satisfactory to the Borrower and the Administrative Agent) with the United States Patent and Trademark Office Office, together with filings on Form UCC-1 made pursuant to the Security Agreement, will create, as may be perfected by such filings and recordation, a perfected security interest in the United States trademarks and patents covered by the Security Agreement, and the recordation of the Grant of Security Interest in U.S. Copyrights, if applicable, in the form attached to the Security Agreement with the United States Copyright Office, together with filings on Form UCC-1 made pursuant to the financing statements or Security Agreement, will create, as may be perfected by such filings and recordation, a perfected security interest in the United States copyrights covered by the Security Agreement. (b) The security interests created under the Pledge Agreement in favor of the Collateral Agent, as Pledgee, for the benefit of the Secured Creditors, constitute perfected security interests in the Pledge Agreement Collateral described in the Pledge Agreement, subject to no security interests of any other filings Person, other than liens in appropriate form filed favor of the First Lien Collateral Agent. (c) After the execution, delivery and recordation thereof, in the offices specified on Schedule 3.19(a) (3.11(c), or, in the case of Collateral if delivered after the date hereof in accordance with the provisions of pursuant to Section 5.12, in the appropriate filing offices)recording office specified by Borrower, each Mortgage will create, as security for the Lien created under the Collateral Agreement shall constitute obligations purported to be secured thereby, a fully valid and enforceable perfected Lien on, and security interest in, in and mortgage lien on all right, title and interest of the Loan Credit Parties in Patents and Trademarks to the respective Mortgaged Property (as each term is defined to the extent such Mortgaged Property constitutes real property or any interest in real property) in favor of the Collateral AgreementAgent (or such other trustee as may be required or desired under local law) registered or applied for with the United States Patent benefit of the Secured Creditors, superior and Trademark Office or Copyrights prior to the rights of all third Persons (as defined in except that the security interest and mortgage lien created on such Mortgaged Property may be subject to the Permitted Encumbrances related thereto and other rights of the First Lien Collateral AgreementAgent) registered or applied for with the United States Copyright Office, as the case may be, in each case prior and superior in right subject to any no other person Liens (other than Permitted Liens that may take priority as a matter of law, and as otherwise provided in the Pari Passu Intercreditor Agreement (it being understood that subsequent recordings in the United States Patent and Trademark Office and the United States Copyright Office may be necessary to perfect a Lien on registered or applied for Patents, Trademarks, or Copyrights, acquired by the Loan Parties after the date hereofEncumbrances related thereto).

Security Documents. (a) The Guarantee and Collateral Agreement, upon execution and delivery thereof by the parties thereto, will Agreement is effective to create in favor of the Collateral Agent, for the ratable benefit of the Secured Parties, a legal, valid and enforceable security interest in the Pledged Collateral (as defined in the Guarantee and Collateral Agreement) and and, when the proceeds thereof and when financing statements or other filings in appropriate form are filed in Pledged Collateral is delivered to the offices specified on Schedule 3.19(a) Collateral Agent (or, in the case of Collateral delivered after until the date hereof in accordance with upon which the provisions Discharge of Section 5.12First Lien Obligations has occurred, in the appropriate filing officesFirst Lien Collateral Agent as agent for the Collateral Agent pursuant to the terms of the Intercreditor Agreement), the Lien created under the Collateral Agreement will constitute a fully perfected Lien on, Guarantee and security interest in, all right, title and interest of the Loan Parties in such Collateral (other than Intellectual Property, as defined in the Collateral Agreement), in each case prior and superior in right to any other person, other than Permitted Liens that may take priority as a matter of law, and as otherwise provided in the Pari Passu Intercreditor Agreement. (b) Upon the recordation of the Collateral Agreement (or a short-form security agreement in form and substance reasonably satisfactory to the Borrower and the Administrative Agent) with the United States Patent and Trademark Office and the United States Copyright Office, together with the financing statements or such other filings in appropriate form filed in the offices specified on Schedule 3.19(a) (or, in the case of Collateral delivered after the date hereof in accordance with the provisions of Section 5.12, in the appropriate filing offices), the Lien created under the Collateral Agreement shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties pledgors thereunder in Patents such Pledged Collateral, in each case prior and Trademarks superior in right to any other person, other than with respect to the rights of the First Lien Secured Parties. (b) The Guarantee and Collateral Agreement is effective to create in favor of the Collateral Agent, for the benefit of the Secured Parties, a legal, valid and enforceable security interest in the Collateral (as each term is defined in the Guarantee and Collateral Agreement) registered or applied for and, when financing statements in appropriate form are filed in the offices specified on Schedule 6 to the Perfection Certificate, the Guarantee and Collateral Agreement shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the grantors thereunder in such Collateral (other than the Intellectual Property (as defined in the Guarantee and Collateral Agreement) in which a lien, pursuant to applicable law, may only be perfected by a filing with the United States Patent and Trademark Office or Copyrights (as defined in the Collateral Agreement) registered or applied for with the United States Copyright Office), as to which perfection is effected through the case may befiling of such financing statements, in each case prior and superior in right to any other person (other than Permitted with respect to the rights of the First Lien Secured Parties), other than with respect to Liens that may take priority expressly permitted by Section 6.02. (c) When the Guarantee and Collateral Agreement is filed in the United States Patent and Trademark Office and the United States Copyright Office, the Guarantee and Collateral Agreement shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the grantors thereunder in the Intellectual Property (as defined in the Guarantee and Collateral Agreement) in which a matter of lien, pursuant to applicable law, may only be perfected by a filing with the United States Patent and as otherwise provided Trademark Office or the United States Copyright Office, in each case prior and superior in right to any other person, other than with respect to the Pari Passu Intercreditor Agreement rights of the First Lien Secured Parties (it being understood that subsequent recordings in the United States Patent and Trademark Office and the United States Copyright Office may be necessary to perfect a Lien lien on registered or applied for Patentstrademarks, Trademarks, or Copyrights, trademark applications and copyrights acquired by the Loan Parties grantors after the date hereofEffective Date). (d) Each Mortgage is 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 right, title and interest in and to the Mortgaged Property thereunder and the proceeds thereof, and when filed in the offices specified on Schedule 3.19

Security Documents. (a) The Collateral Agreement, upon execution and delivery thereof by the parties thereto, will create Security Agreement creates in favor of the Collateral Agent, for the ratable benefit of the Secured PartiesParties referred to therein, a legal, valid valid, continuing and enforceable security interest in the Collateral (as defined in the Security Agreement), the enforceability of which is subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law. The financing statements, releases and other filings are in appropriate form and have been or will be filed in the offices specified in the Perfection Certificate. Upon such filings and/or the obtaining of “control” (as defined in the UCC), the Agent will have a perfected Lien on, and security interest in, to and under all right, title and interest of the grantors thereunder in all Collateral Agreementthat may be perfected by filing, recording or registering a financing statement or analogous document (including without limitation the proceeds of such Collateral subject to the limitations relating to such proceeds in the UCC) or by obtaining control, under the UCC (in effect on the date this representation is made) in each case prior and superior in right to any other Person (other than Permitted Encumbrances having priority by operation of law and, with respect to ABL Priority Collateral, Permitted Encumbrances described in clause (p) of the definition of such term). (b) When the Security Agreement (or a short form thereof) is filed in the United States Patent and Trademark Office and the proceeds thereof United States Copyright Office and when financing statements or statements, releases and other filings in appropriate form are filed in the offices specified on in Schedule 3.19(a) (or, in II of the case of Collateral delivered after the date hereof in accordance with the provisions of Section 5.12, in the appropriate filing offices)Security Agreement, the Lien created under the Collateral Agreement will constitute Agent shall have a fully perfected Lien on, and security interest in, all right, title and interest of the applicable Loan Parties in such Collateral the Intellectual Property (other than Intellectual Property, as defined in the Collateral Security Agreement)) in which a security interest may be perfected by filing, recording or registering a security agreement, financing statement or analogous document in the United States Patent and Trademark Office or the United States Copyright Office, as applicable, in each case prior and superior in right to any other person, Person (other than Permitted Liens that may take Encumbrances having priority as a matter by operation of lawlaw and, and as otherwise provided with respect to ABL Priority Collateral, Permitted Encumbrances described in the Pari Passu Intercreditor Agreement. clause (bp) Upon the recordation of the Collateral Agreement (or a short-form security agreement in form and substance reasonably satisfactory to the Borrower and the Administrative Agentdefinition of such term) with the United States Patent and Trademark Office and the United States Copyright Office, together with the financing statements or such other filings in appropriate form filed in the offices specified on Schedule 3.19(a) (or, in the case of Collateral delivered after the date hereof in accordance with the provisions of Section 5.12, in the appropriate filing offices), the Lien created under the Collateral Agreement shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in Patents and Trademarks (as each term is defined in the Collateral Agreement) registered or applied for with the United States Patent and Trademark Office or Copyrights (as defined in the Collateral Agreement) registered or applied for with the United States Copyright Office, as the case may be, in each case prior and superior in right to any other person other than Permitted Liens that may take priority as a matter of law, and as otherwise provided in the Pari Passu Intercreditor Agreement (it being understood that subsequent recordings in the United States Patent and Trademark Office and the United States Copyright Office may be necessary to perfect a Lien on registered or applied for Patentstrademarks, Trademarks, or Copyrights, trademark applications and copyrights acquired by the Loan Parties after the date hereofClosing Date).

Security Documents. (a) The provisions of the Guarantee and Collateral Agreement, upon execution and delivery thereof by the parties thereto, will Agreement are effective to create in favor of the Collateral Agent, Agent for the ratable benefit of the Secured Parties, Creditors a legal, valid and enforceable security interest in the Collateral (as defined in the Collateral Agreement) and the proceeds thereof and when financing statements or other filings in appropriate form are filed in the offices specified on Schedule 3.19(a) (or, in the case of Collateral delivered after the date hereof in accordance with the provisions of Section 5.12, in the appropriate filing offices), the Lien created under the Collateral Agreement will constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Credit Parties in such the Guarantee and Collateral (Agreement Collateral described therein, and the Collateral Agent, for the benefit of the Secured Creditors, has a fully perfected security interest in all right, title and interest in all of the Guarantee and Collateral Agreement Collateral described therein, subject to no other Liens other than Intellectual Property, as defined Permitted Liens. The recordation of (x) the Grant of Security Interest in U.S. Patents and (y) the Grant of Security Interest in U.S. Trademarks in the respective form attached to the Guarantee and Collateral Agreement), in each case prior in the United States Patent and superior Trademark Office, together with filings on Form UCC-1 made pursuant to the Guarantee and Collateral Agreement, creates, as may be perfected by such filings and recordation, a perfected security interest in right to any other person, other than Permitted Liens that may take priority as a matter of lawthe United States trademarks and patents covered by the Guarantee and Collateral Agreement, and as otherwise provided the recordation of the Grant of Security Interest in U.S. Copyrights in the Pari Passu Intercreditor form attached to the Guarantee and Collateral Agreement with the United States Copyright Office, together with filings on Form UCC-1 made pursuant to the Guarantee and Collateral Agreement, creates, as may be perfected by such filings and recordation, a perfected security interest in the United States copyrights covered by the Guarantee and Collateral Agreement. (b) Upon the recordation filing thereof, each Mortgage creates, as security for the obligations purported to be secured thereby, a valid and enforceable perfected security interest in and mortgage lien on the respective Mortgaged Property in favor of the Collateral Agreement Agent (or a short-form security agreement in form and substance reasonably satisfactory to the Borrower and the Administrative Agent) with the United States Patent and Trademark Office and the United States Copyright Office, together with the financing statements or such other filings in appropriate form filed in trustee as may be required or desired under local law) for the offices specified on Schedule 3.19(a) benefit of the Secured Creditors, superior and prior to the rights of all third Persons (or, in except that the case of Collateral delivered after the date hereof in accordance with the provisions of Section 5.12, in the appropriate filing offices), the Lien created under the Collateral Agreement shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of ▇▇▇▇-▇▇▇▇ lien created on such Mortgaged Property may be subject to the Loan Parties in Patents Permitted Encumbrances related thereto) and Trademarks subject to no other Liens (as each term is defined in the Collateral Agreement) registered or applied for with the United States Patent and Trademark Office or Copyrights (as defined in the Collateral Agreement) registered or applied for with the United States Copyright Office, as the case may be, in each case prior and superior in right to any other person other than Permitted Liens that may take priority as a matter of law, and as otherwise provided in the Pari Passu Intercreditor Agreement (it being understood that subsequent recordings in the United States Patent and Trademark Office and the United States Copyright Office may be necessary to perfect a Lien on registered or applied for Patents, Trademarks, or Copyrights, acquired by the Loan Parties after the date hereofEncumbrances related thereto).

Security Documents. (a) The Collateral Agreement, upon execution and delivery thereof by provisions of the parties thereto, will Security Agreement are effective to create in favor of the Collateral Agent, Agent for the ratable benefit of the Secured Parties, Creditors a legal, valid and enforceable security interest in the Collateral (as defined in the Collateral Agreement) and the proceeds thereof and when financing statements or other filings in appropriate form are filed in the offices specified on Schedule 3.19(a) (or, in the case of Collateral delivered after the date hereof in accordance with the provisions of Section 5.12, in the appropriate filing offices), the Lien created under the Collateral Agreement will constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Credit Parties in such the Security Agreement Collateral described therein, and the Collateral Agent, for the benefit of the Secured Creditors, has (other than Intellectual Propertyor within 10 days following the Initial Borrowing Date will have) a fully perfected security interest in all right, title and interest in all of the Security Agreement Collateral described therein to the extent that the Security Agreement Collateral consists of the type of property in which a security interest may be perfected by possession, by filing a financing statement under the UCC as defined enacted in any relevant jurisdiction or by a filing of a Grant of Security Interest in the Collateral Agreement), in each case prior and superior in right to any other person, other than Permitted Liens that may take priority as a matter of law, and as otherwise provided in the Pari Passu Intercreditor Agreement. (b) Upon the recordation of the Collateral Agreement (or a short-respective form security agreement in form and substance reasonably satisfactory attached to the Borrower and the Administrative Agent) with Security Agreement in the United States Patent and Trademark Office or in the United States Copyright Office, in each case as and to the extent provided in the Security Agreement, subject to no other Liens other than Permitted Liens. The recordation of (x) the Grant of Security Interest in U.S. Patents and (y) the Grant of Security Interest in U.S. Trademarks in the respective form attached to the Security Agreement, in each case in the United States Patent and Trademark Office, together with filings on Form UCC-1 made pursuant to the Security Agreement, will create, as may be perfected by such filings and recordation, a perfected security interest in the United States trademarks and patents covered by the Security Agreement, and the recordation of the Grant of Security Interest in U.S. Copyrights in the form attached to the Security Agreement with the United States Copyright Office, together with filings on Form UCC-1 made pursuant to the financing statements Security Agreement, will create, as may be perfected by such filings and recordation, a perfected security interest in the United States copyrights covered by the Security Agreement. (b) The security interests created under the Pledge Agreement in favor of the Collateral Agent, as Pledgee, for the benefit of the Secured Creditors, constitute first priority perfected security interests in the Pledge Agreement Collateral described in the Pledge Agreement, subject to no security interests of any other Person. No filings or recordings are required in order to perfect (or maintain the perfection or priority of) the security interests created in the Pledge Agreement Collateral under the Pledge Agreement other than with respect to that portion of the Pledge Agreement Collateral constituting a “general intangible” under the UCC. (c) After the execution and delivery thereof, each Mortgage creates, as security for the obligations purported to be secured thereby, a valid and enforceable perfected security interest in and mortgage lien on the respective Mortgaged Property in favor of the Collateral Agent (or such other filings in appropriate form filed in trustee as may be required or desired under local law) for the offices specified on Schedule 3.19(a) benefit of the Secured Creditors, superior and prior to the rights of all third Persons (or, in except that the case of Collateral delivered after the date hereof in accordance with the provisions of Section 5.12, in the appropriate filing offices), the Lien created under the Collateral Agreement shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of mortgage lien created on such Mortgaged Property may be subject to the Loan Parties in Patents Permitted Liens related thereto) and Trademarks subject to no other Liens (as each term is defined in the Collateral Agreement) registered or applied for with the United States Patent and Trademark Office or Copyrights (as defined in the Collateral Agreement) registered or applied for with the United States Copyright Office, as the case may be, in each case prior and superior in right to any other person other than Permitted Liens that may take priority as a matter of law, and as otherwise provided in the Pari Passu Intercreditor Agreement (it being understood that subsequent recordings in the United States Patent and Trademark Office and the United States Copyright Office may be necessary to perfect a Lien on registered or applied for Patents, Trademarks, or Copyrights, acquired by the Loan Parties after the date hereofrelated thereto).

Security Documents. (a) The Pledge Agreement is effective to create in favor of the Collateral AgreementAgent, as pledgee, for the ratable benefit of the Secured Parties, a legal, valid and enforceable security interest in the Pledge Agreement Collateral described in the Pledge Agreement and, upon execution the filing of UCC-1 Financing Statements in the required jurisdictions (which filings have been made or, if this representation and delivery thereof by warranty is made on any date occurring prior to the parties theretotenth Business Day following the Closing Date will be made within ten Business Days following the Closing Date), will the Pledge Agreement shall constitute a fully perfected first priority Lien on, and security interest in, all right, title and interest of the pledgors thereunder in such Pledge Agreement Collateral and, to the extent contemplated therein and subject to (Section) 9-315 of the Uniform Commercial Code, the proceeds thereof, in each case prior and superior in right to any other Person. (b) The Security Agreement is effective to create in favor of the Collateral Agent, for the ratable benefit of the Secured Parties, a legal, valid and enforceable security interest in the Security Agreement Collateral (as defined in the Collateral Agreement) and the proceeds thereof and described therein, and, when financing statements or other filings in appropriate form are filed in the offices specified on Schedule 3.19(a) (or, in the case of Collateral delivered after schedules to the date hereof in accordance with the provisions of Section 5.12, in the appropriate filing offices)Security Agreement, the Lien created under the Collateral Security Agreement will constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties grantors thereunder in such Security Agreement Collateral and, to the extent contemplated therein and subject to (other than Intellectual PropertySection) 9-315 of the Uniform Commercial Code, as defined in the Collateral Agreement)proceeds thereof, in each case prior and superior in right to any other person, other than Permitted with respect to Liens that may take priority as a matter expressly permitted by Section 6.02. The recordation of law, (x) the Grant of Security Interest in U.S. Patents and as otherwise provided (y) the Grant of Security Interest in U.S. Trademarks in the Pari Passu Intercreditor Agreement. (b) Upon the recordation of the Collateral Agreement (or a short-respective form security agreement in form and substance reasonably satisfactory attached to the Borrower and the Administrative Agent) with Security Agreement, in each case in the United States Patent and Trademark Office Office, together with filings on Form UCC-1 made pursuant to the Security Agreement, will create, a perfected security interest in the United States trademarks and patents covered by the Security Agreement, and the recordation of the Grant of Security Interest in U.S. Copyrights in the form attached to the Security Agreement with the United States Copyright Office, together with filings on Form UCC-1 made pursuant to the financing statements or such other filings Security Agreement, will create, a perfected security interest in appropriate form the United States copyrights covered by the Security Agreement. (c) The Mortgages are effective to create in favor of the Collateral Agent, for the ratable benefit of the Secured Parties, a legal, valid and enforceable Lien on all of the Loan Parties' right, title and interest in and to the Mortgaged Properties thereunder and, to the extent contemplated therein and subject to (Section) 9-315 of the Uniform Commercial Code, the proceeds thereof, and when the Mortgages are filed in the offices specified on Schedule 3.19(a) (or, the schedules thereto and when financing statements in appropriate form are filed in the case of Collateral delivered after offices specified on the date hereof in accordance with the provisions of Section 5.12schedules thereto, in the appropriate filing offices), the Lien created under the Collateral Agreement shall each Mortgage will constitute a fully perfected an enforceable mortgage Lien on, and fully perfected security interest in, all right, title and interest of the Loan Parties in Patents the Mortgaged Property subject thereto and, to the extent contemplated therein and Trademarks subject to (as each term is defined in Section) 9-315 of the Collateral Agreement) registered or applied for with Uniform Commercial Code, the United States Patent and Trademark Office or Copyrights (as defined in the Collateral Agreement) registered or applied for with the United States Copyright Office, as the case may beproceeds thereof, in each case prior and superior in right to any other person person, other than Permitted with respect to the rights of persons pursuant to Liens that may take priority as a matter of law, and as otherwise provided in the Pari Passu Intercreditor Agreement (it being understood that subsequent recordings in the United States Patent and Trademark Office and the United States Copyright Office may be necessary to perfect a Lien on registered or applied for Patents, Trademarks, or Copyrights, acquired expressly permitted by the Loan Parties after the date hereof)Section 6.02.

Security Documents. (a) The Collateral Agreement, upon execution and delivery thereof by the parties thereto, will Pledge Agreement is effective to create in favor of the Collateral Agent, for the ratable benefit of the Secured Parties, a legal, valid and enforceable security interest in the Collateral (as defined in the Collateral Pledge Agreement) and, for so long as the Collateral Agent continues to hold such Collateral, the Pledge Agreement shall constitute a fully perfected first priority Lien on, and security interest in, all right, title and interest of the proceeds thereof pledgors thereunder in such Collateral, in each case prior and when superior in right to any other person. (b) The Security Agreement is effective to create in favor of the Collateral Agent, for the ratable benefit of the Secured Parties, a legal, valid and enforceable security interest in the Collateral (as defined in the Security Agreement) and, together with the financing statements or other filings in appropriate form are previously filed in the offices specified on Schedule 3.19(a) (or6 to the Perfection Certificate, in the case of Collateral delivered after the date hereof in accordance with the provisions of Section 5.12, in the appropriate filing offices), the Lien created under the Collateral Agreement will constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties grantors thereunder in such Collateral (other than the Intellectual Property, as defined in the Collateral Security Agreement), in each case prior and superior in right to any other person, other than Permitted with respect to Liens that may take priority as a matter of law, and as otherwise provided in the Pari Passu Intercreditor Agreementexpressly permitted by Section 6.02. (bc) Upon the recordation of the Collateral The Security Agreement (or a short-form security agreement previously filed in form and substance reasonably satisfactory to the Borrower and the Administrative Agent) with the United States Patent and Trademark Office and the United States Copyright Office, Office constitutes (together with the financing statements or such other filings in appropriate form previously filed in the offices specified on Schedule 3.19(a6 to the Perfection Certificate) (or, in the case of Collateral delivered after the date hereof in accordance with the provisions of Section 5.12, in the appropriate filing offices), the Lien created under the Collateral Agreement shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in Patents and Trademarks (as each term is defined grantors thereunder in the Collateral Agreement) registered or applied for with the United States Patent and Trademark Office or Copyrights Intellectual Property (as defined in the Collateral Security Agreement) registered or applied for with the United States Copyright Office, as the case may be), in each case prior and superior in right to any other person other than Permitted Liens that may take priority as a matter of law, and as otherwise provided in the Pari Passu Intercreditor Agreement (it being understood that subsequent recordings in the United States Patent and Trademark Office and the United States Copyright Office may be necessary to perfect a Lien lien on registered or applied for Patentstrademarks, Trademarks, or Copyrights, trademark applications and copyrights acquired by the Loan Parties grantors after the date hereof). (d) The Mortgages are effective to create in favor of the Collateral Agent, for the ratable benefit of the Secured Parties, a legal, valid and enforceable Lien on all of the Loan Parties' right, title and interest in and to the Mortgaged Property thereunder and the proceeds thereof, and the Mortgages previously filed in the offices specified on Schedule 3.19

Security Documents. (a) The Guarantee and Collateral Agreement, upon execution and delivery thereof by the parties thereto, will Agreement is effective to create in favor of the Collateral Agent, TCO for the ratable benefit of TCO and the Secured PartiesAdministrative Agent, a legal, valid valid, binding and enforceable security interest in the Collateral (as defined in the Collateral Agreement) described therein and the proceeds thereof and (i) in the case of the Pledged Collateral, upon the earlier of (A) when such Pledged Collateral is delivered to TCO and (B) when financing statements or other filings in appropriate form are filed in the offices specified on Annex 19(a) to this Schedule 3.19(a2 (as such schedule may be supplemented for any new Subsidiary in connection with the execution of an Assumption Agreement (as defined in the Guarantee and Collateral Agreement)) and (or, ii) in the case of all other Collateral delivered after the date hereof in accordance with the provisions of Section 5.12, in the appropriate filing offices), the Lien created under the Collateral Agreement will constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral described therein (other than Intellectual Property, as defined in the Collateral AgreementProperty Collateral), in each case prior and superior in right to any other person, other than Permitted Liens that may take priority as a matter of law, and as otherwise provided in the Pari Passu Intercreditor Agreement. (b) Upon the recordation of the Collateral Agreement (or a short-form security agreement in form and substance reasonably satisfactory to the Borrower and the Administrative Agent) with the United States Patent and Trademark Office and the United States Copyright Office, together with the when financing statements or such other filings in appropriate form are filed in the offices specified on Annex 19 to this Schedule 3.19(a) (or, in the case of Collateral delivered after the date hereof in accordance with the provisions of Section 5.12, in the appropriate filing offices)2, the Lien created under by the Guarantee and Collateral Agreement shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of TCO in such Collateral and proceeds thereof, as security for the Loan Parties Obligations, in Patents each case prior and Trademarks superior to the rights of any other person (as each term except for Permitted Liens). (b) Each Intellectual Property Security Agreement is defined effective to create in favor of TCO for the benefit of TCO and the Administrative Agent, a legal, valid, binding and enforceable security interest in the Intellectual Property Collateral Agreement) registered or applied for with described therein and proceeds thereof. When each Intellectual Property Security Agreement is filed in the United States Patent and Trademark Office or Copyrights (as defined in the Collateral Agreement) registered or applied for with and the United States Copyright Office, respectively, together with financing statements in appropriate form filed in the offices specified in Annex 19(b) to this Schedule 2 and, with respect to Intellectual Property acquired after the Effective Date, such other offices as may be specified by Tensar in written notice to TCO and the case may beAdministrative Agent, the Lien created by such Intellectual Property Security Agreement shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the grantors thereunder in the Intellectual Property Collateral and proceeds thereof, as security for the Obligations, in each case prior and superior in right to any other person other than (except for Permitted Liens that may take priority as a matter of law, and as otherwise provided in the Pari Passu Intercreditor Agreement Liens) (it being understood that subsequent recordings in the United States Patent and Trademark Office and the United States Copyright Office may be necessary to perfect a Lien lien on registered or applied for Patentstrademarks, Trademarks, or Copyrights, trademark applications and copyrights acquired by the Loan Parties grantors after the date hereof). (c) Each of the Mortgages is effective to create in favor of TCO for the benefit of TCO and the Administrative Agent, a legal, valid, binding and enforceable Lien on, and security interest in, all of the Tensar Parties’ right, title and interest in and to the Mortgaged Property thereunder and proceeds thereof, and when the Mortgages are filed in the offices specified on Annex 19(c) to this Schedule 2 and, with respect to any Mortgage entered into after the Effective Date, such other offices as may be specified by Tensar in written notice to TCO and the Administrative Agent, the Lien created by each such Mortgage shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the grantors thereof in such Mortgaged Property and proceeds thereof, as security for the Obligations, in each case prior and superior in right to any other person (except for Permitted Liens). Schedule 2, Representations and Warranties

Security Documents. (a) The Guarantee and Collateral Agreement, upon execution and delivery thereof by the parties thereto, will create in favor of the Collateral Agent, for the ratable benefit of the Secured Parties, a legal, valid and enforceable security interest in the Collateral (as defined in the Guarantee and Collateral Agreement) and the proceeds thereof and (i) when the Pledged Collateral (as defined in the Guarantee and Collateral Agreement) is delivered to the Collateral Agent, the Lien created under Guarantee and Collateral Agreement shall constitute a perfected first priority Lien on, and security interest in, all right, title and interest of the Loan Parties in such Pledged Collateral, in each case prior and superior in right to any other Person, and (ii) when financing statements or other filings in appropriate form are filed in the offices specified on Schedule 3.19(a) (or, in the case of Collateral delivered after the date hereof in accordance with the provisions of Section 5.12, in the appropriate filing offices), the Lien Liens created under the Guarantee and Collateral Agreement will constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral (other than Intellectual Property, as defined in the Guarantee and Collateral AgreementAgreement and other property in which a security interest may not be perfected by the filing of a financing statement), in each case prior and superior in right to any other personPerson, other than Permitted with respect to Liens that may take priority as a matter of law, and as otherwise provided in the Pari Passu Intercreditor Agreementexpressly permitted by Section 6.02. (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 Administrative Collateral Agent) with the United States Patent and Trademark Office and the United States Copyright Office, together with the financing statements or such other filings in appropriate form filed in the offices specified on Schedule 3.19(a) (or, in the case of Collateral delivered after the date hereof in accordance with the provisions of Section 5.12, in the appropriate filing offices), the Lien created under the Guarantee and Collateral Agreement shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in Patents and Trademarks (as each term is defined in the Collateral Agreement) registered or applied for with the United States Patent and Trademark Office or Copyrights Intellectual Property (as defined in the Guarantee and Collateral Agreement) registered or applied for with in which a security interest may be perfected by filing in the United States Copyright Office, as the case may beand its territories and possessions, in each case prior and superior in right to any other person other than Permitted Liens that may take priority as a matter of law, and as otherwise provided in the Pari Passu Intercreditor Agreement Person (it being understood that subsequent recordings in the United States Patent and Trademark Office and the United States Copyright Office may be necessary to perfect a Lien on registered or applied for Patentstrademarks and patents, Trademarks, or Copyrights, trademark and patent applications and registered copyrights acquired by the Loan Parties after the date hereof). (c) The Mortgages are effective to create in favor of the Collateral Agent, for the ratable benefit of the Secured Parties, a legal, valid and enforceable Lien on all of the Loan Parties’ right, title and interest in and to the Mortgaged Property thereunder and the proceeds thereof, and when the Mortgages are filed in the offices specified on Schedule 3.19(c), the Mortgages shall constitute a perfected Lien on, and security interest in, all right, title and interest of the Loan Parties 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 the rights of Persons pursuant to Liens expressly permitted by Section 6.02.

Security Documents. (a) The Collateral Agreement, upon execution and delivery thereof by provisions of the parties thereto, will Security Agreement are effective to create in favor of the Collateral Agent, Agent for the ratable benefit of the Secured Parties, Creditors a legal, valid and enforceable security interest in the Collateral (as defined in the Collateral Agreement) and the proceeds thereof and when financing statements or other filings in appropriate form are filed in the offices specified on Schedule 3.19(a) (or, in the case of Collateral delivered after the date hereof in accordance with the provisions of Section 5.12, in the appropriate filing offices), the Lien created under the Collateral Agreement will constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Credit Parties in such the Security Agreement Collateral (described therein, and the Collateral Agent, for the benefit of the Secured Creditors, has a fully perfected security interest in all right, title and interest in all of the Security Agreement Collateral described therein, subject to no other Liens other than Intellectual Property, as defined Permitted Liens. The recordation of (x) the Grant of Security Interest in U.S. Patents and (y) the Grant of Security Interest in U.S. Trademarks in the Collateral respective form attached to the Security Agreement), in each case prior and superior in right to any other person, other than Permitted Liens that may take priority as a matter of law, and as otherwise provided in the Pari Passu Intercreditor Agreement. (b) Upon the recordation of the Collateral Agreement (or a short-form security agreement in form and substance reasonably satisfactory to the Borrower and the Administrative Agent) with the United States Patent and Trademark Office Office, together with filings on Form UCC-1 made pursuant to the Security Agreement, will create, as may be perfected by such filings and recordation, a perfected security interest in the United States trademarks and patents covered by the Security Agreement, and the recordation of the Grant of Security Interest in U.S. Copyrights in the form attached to the Security Agreement with the United States Copyright Office, together with filings on Form UCC-1 made pursuant to the financing statements or Security Agreement, will create, as may be perfected by such other filings in appropriate form filed and recordation, a perfected security interest in the offices specified on Schedule 3.19(aUnited States copyrights covered by the Security Agreement. (b) (orThe security interests created under the Pledge Agreement in favor of the Collateral Agent, as Pledgee, for the benefit of the Secured Creditors, constitute perfected security interests in the case Pledge Agreement Collateral described in the Pledge Agreement, subject to no security interests of any other Person other than non-consensual Permitted Liens and Liens permitted under Section 10.01(xxviii). No filings or recordings are required in order to perfect (or maintain the perfection or priority of) the security interests created in the Pledge Agreement Collateral delivered after under the date hereof in accordance Pledge Agreement other than with respect to that portion of the provisions of Section 5.12Pledge Agreement Collateral constituting a “general intangible” under the UCC. (c) After the execution, delivery and recordation thereof in the appropriate filing offices)office, each Mortgage creates, as security for the Lien created under obligations purported to be secured thereby, a valid and enforceable perfected security interest in and mortgage lien on the respective Mortgaged Property in favor of the Collateral Agreement shall constitute a fully perfected Lien onAgent (or such other trustee as may be required or desired under local law) for the benefit of the Secured Creditors, superior and prior to the rights of all third Persons (except that the security interest in, all right, title and interest of mortgage lien created on such Mortgaged Property may be subject to the Loan Parties in Patents Permitted Encumbrances related thereto which may be superior and Trademarks other Permitted Liens related thereto) and subject to no other Liens (as each term is defined in the Collateral Agreement) registered or applied for with the United States Patent and Trademark Office or Copyrights (as defined in the Collateral Agreement) registered or applied for with the United States Copyright Office, as the case may be, in each case prior and superior in right to any other person other than the Permitted Liens that may take priority as a matter of law, and as otherwise provided in the Pari Passu Intercreditor Agreement (it being understood that subsequent recordings in the United States Patent and Trademark Office and the United States Copyright Office may be necessary to perfect a Lien on registered or applied for Patents, Trademarks, or Copyrights, acquired by the Loan Parties after the date hereofrelated thereto).

Security Documents. (a) The Guarantee and Collateral Agreement, upon execution and delivery thereof by the parties thereto, will create in favor of the Collateral Agent, for the ratable benefit of the Secured PartiesLenders, a legal, valid and enforceable security interest in the Collateral (as defined in other than the Collateral AgreementMortgaged Property) and the proceeds thereof and (i) when the Pledged Collateral (as defined in the Guarantee and Collateral Agreement) is delivered to the Lenders, the Lien created under Guarantee and 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 case prior and superior in right to any other Person, and (ii) when the financing statements or other filings in appropriate form are filed in the offices specified on Schedule 3.19(a) (or, in the case of Collateral delivered after the date hereof in accordance with the provisions of Section 5.12, in the appropriate filing offices‎3.20(a), the Lien created under the Guarantee and Collateral Agreement will constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in the Collateral described in such Collateral statements (other than Intellectual Property, as defined in the Collateral Agreement), in each case prior and superior in right to any other personPerson, other than Permitted with respect to Liens that may take priority as a matter of law, and as otherwise provided in the Pari Passu Intercreditor Agreementexpressly permitted by ‎Section 6.02. (b) Upon the recordation of the Notice of Grant of Security Interest in Patents, the Notice of Grant of Security Interest in Trademarks and the Notice of Grant of Security Interest in Copyrights substantially in the form of Exhibit B, Exhibit C and Exhibit D, respectively, to the Guarantee and Collateral Agreement (or a short-form security agreement in form and substance reasonably satisfactory to the Borrower and the Administrative Agent) with the United States Patent and Trademark Office and the United States Copyright Office, as applicable, together with the financing statements or such other filings in appropriate form filed in the offices specified on Schedule 3.19(a) (or, in the case of Collateral delivered after the date hereof in accordance with the provisions of Section 5.12, in the appropriate filing offices‎3.20(a), the Lien created under the Guarantee and Collateral Agreement shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in Patents and Trademarks (as each term is defined in the Collateral Agreement) Intellectual Property consisting of material issued or pending United States patents, material registered or applied for with pending United States trademarks and material registered United States copyrights in which a security interest may be perfected by filing in the United States Patent and Trademark Office or Copyrights (as defined in the Collateral Agreement) registered or applied for with the United States Copyright Office, as the case may beits territories and possessions, in each case prior and superior in right to any other person Person, other than Permitted with respect to Liens that may take priority as a matter of law, and as otherwise provided in the Pari Passu Intercreditor Agreement expressly permitted by ‎6.02 (it being understood that subsequent recordings in the United States Patent and Trademark Office and the United States Copyright Office may be necessary to perfect a Lien on United States registered or applied for Patentstrademarks, Trademarksissued patents, or Copyrights, trademark and patent applications and registered copyrights acquired by the Loan Parties after the date hereof). (c) Upon due execution and delivery thereof, each Mortgage will be effective to create in favor of the Lenders, a legal, valid and enforceable first priority Lien on all of the applicable Loan Party’s right, title and interest in and to the Mortgaged Property thereunder and the proceeds thereof, and when such Mortgage is filed in the offices specified on Schedule ‎3.20(c), 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 6.02.

Security Documents. (a) The Collateral Agreement, upon execution and delivery thereof by the parties thereto, will Pledge Agreement is ------------------- effective to create in favor of the Collateral Administrative Agent, for the ratable benefit of the Secured Parties, a legal, valid and enforceable security interest in the Collateral (as defined in the Collateral Pledge Agreement) and and, when the proceeds thereof and when financing statements or other filings in appropriate form are filed in Collateral is delivered to the offices specified on Schedule 3.19(a) (or, in the case of Collateral delivered after the date hereof in accordance with the provisions of Section 5.12, in the appropriate filing offices)Administrative Agent, the Lien created under the Collateral Pledge Agreement will constitute shall create a fully perfected first priority Lien on, and security interest in, all right, title and interest of the Loan Parties pledgors thereunder in such Collateral (other than Intellectual Property, as defined in the Collateral Agreement)Collateral, in each case prior and superior in right to any other person, other than Permitted Liens that may take priority as a matter of law, and as otherwise provided in the Pari Passu Intercreditor Agreement. (b) Upon the recordation The Security Agreement is effective to create in favor of the Collateral Agreement (or a short-form security agreement in form and substance reasonably satisfactory to the Borrower and the Administrative Agent, for the ratable benefit of the Secured Parties, a legal, valid and enforceable security interest in the Collateral (as defined in the Security Agreement) with the United States Patent and Trademark Office and the United States Copyright Officeand, together with the when financing statements or such other filings in appropriate form are filed in the offices specified on Schedule 3.19(a) (or, in 6 to the case of Collateral delivered after the date hereof in accordance with the provisions of Section 5.12, in the appropriate filing offices)Perfection Certificate, the Lien created under the Collateral Security Agreement shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties grantors thereunder in Patents and Trademarks such Collateral (other than the Intellectual Property, as each term is defined in the Collateral Security Agreement), in each case prior and superior in right to any other person, other than with respect to Liens expressly permitted by Section 6.02. Following an Event of Default, the Borrowers rights under the PCS Documents (other than the Stockholders Agreement) registered or applied for with will be enforceable by the Lenders; provided, however, that the -------- ------- Administrative Agent shall not assign the Network Licensing Agreement to a third party without first obtaining AW's consent. (c) When the Security Agreement is filed in the United States Patent and Trademark Office or Copyrights (as defined in the Collateral Agreement) registered or applied for with and the United States Copyright Office, and, with respect to Collateral in which a security interest cannot be perfected by such filings, upon the filing of the financing statements referred to in paragraph (b) above, the Security Agreement and such financing statements shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the grantors thereunder in the Intellectual Property (as defined in the case may beSecurity Agreement), in each case prior and superior in right to any other person other than Permitted Liens that may take priority as a matter of law, and as otherwise provided in the Pari Passu Intercreditor Agreement (it being understood that subsequent recordings in the United States Patent and Trademark Office and the United States Copyright Office may be necessary to perfect a Lien lien on registered or applied for Patentstrademarks, Trademarks, or Copyrights, trademark applications and copyrights acquired by the Loan Parties grantors after the date hereof). (d) The Mortgages are effective to create in favor of the Administrative Agent, for the ratable benefit of the Secured Parties, a legal, valid and enforceable Lien on all of the Borrower's right, title and interest in and to the Mortgaged Property thereunder and the proceeds thereof, and when the Mortgages are filed in the offices specified on Schedule 3.22, the Mortgages shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Borrower 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 the rights of persons pursuant to Liens expressly permitted by Section 6.02.

Security Documents. (a) The Pledge Agreement is effective under New York law to create in favor of the Collateral AgreementAgent for its benefit and the benefit of the Secured Parties a legal, upon execution valid and delivery thereof enforceable security interest in the Securities Collateral and, when such Securities Collateral is delivered to the Collateral Agent, the Lien on such Collateral created by the parties theretoPledge Agreement shall constitute under New York law a fully perfected Lien on, will and security interest in, all right, title and interest of the pledgor thereunder in such Securities Collateral. (i) Subject to Section 3.21(c), the Security Agreement is effective under New York law to create in favor of the Collateral Agent, for its benefit and the ratable benefit of the Secured Parties, a legal, valid and enforceable security interest in the Collateral (as defined in the Collateral Security Agreement) and the proceeds thereof and (ii) (x) when financing statements or other filings in appropriate form are filed in the offices specified on Schedule 3.19(a7 to the Perfection Certificate and (y) upon the taking of possession or control by the Collateral Agent of any such Collateral in which a security interest may be perfected only by possession or control (or, in which possession or control shall be given to the case of Collateral delivered after Agent to the date hereof in accordance with extent possession or control by the provisions of Section 5.12, in Collateral Agent is required by the appropriate filing officesSecurity Agreement), the Lien on such Collateral created under by the Collateral Security Agreement will shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties grantors thereunder in such Collateral (other than Intellectual Property, as defined in to the extent such Lien and security interest can be perfected by the filing of a financing statement pursuant to the UCC or by possession or control by the Collateral Agreement)Agent, in each case prior and superior in right to any other personPerson, other than with respect to Permitted Liens that may take priority as a matter of law, and as otherwise provided in the Pari Passu Intercreditor AgreementLiens. (bc) Upon When the recordation of filings described in Section 3.21(b)(ii)(x) above are made and when the Collateral Security Agreement (or a short-form summary thereof, including a grant of security agreement interest) is filed in form and substance reasonably satisfactory to the Borrower and the Administrative Agent) with the United States Patent and Trademark Office and the United States Copyright Office, together with the financing statements or such other filings in appropriate form filed in the offices specified on Schedule 3.19(a) (or, in the case of Collateral delivered after the date hereof in accordance with the provisions of Section 5.12, in the appropriate filing offices), the Lien created under the Collateral Security Agreement shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in Patents and Trademarks the Intellectual Property (as each term is defined in the Collateral Security Agreement) registered in which a security interest may be perfected by filing such financing statements and filing, recording or applied for with registering a security agreement, financing statement or analogous document in the United States Patent and Trademark Office or Copyrights (as defined in the Collateral Agreement) registered or applied for with the United States Copyright Office, as the case may be, in each case prior and superior in right to any other person other than Permitted Liens that may take priority as a matter of law, and as otherwise provided in the Pari Passu Intercreditor Agreement applicable (it being understood that subsequent recordings in the United States Patent and Trademark Office and the United States Copyright Office may be necessary to perfect a Lien on patents, patent applications, registered or applied for Patentstrademarks, Trademarks, or Copyrights, trademark applications and registered copyrights acquired by the Loan Parties after the Closing Date), in each case prior and superior in right to any other Person other than with respect to Permitted Liens. (d) Each Mortgage executed and delivered as of the Closing Date is, and any Mortgage executed and delivered thereafter by the relevant Loan Party will be as of the date hereof)each Mortgage is executed and delivered, effective to create, subject to the exceptions listed in each title insurance policy covering such Mortgage, in favor of the Collateral Agent, for its benefit and the benefit of the applicable Secured Parties, a legal, valid and enforceable Lien on and security interest in all of the Loan Parties’ right, title and interest in and to the real property thereunder, and when the Mortgages are filed in the appropriate county offices, the Mortgages shall constitute a Lien on, and security interest in, all right, title and interest of the Loan Parties in such real property, in each case prior and superior in right to any other Person, other than with respect to the rights of Persons pursuant to the exceptions listed in each title policy covering such Mortgages.

Security Documents. (a) The Collateral Agreement, upon execution Guaranty and delivery thereof by the parties thereto, will create Security Agreement creates in favor of the Collateral Administrative Agent, for the ratable benefit of the Secured Parties, a legal, valid valid, continuing and enforceable security interest interests in the Collateral (as defined in the Guaranty and Security Agreement). (b) The financing statements delivered to the Administrative Agent on the Closing Date are in appropriate form and have been or will be filed in the offices specified in Schedule 9 of the Guaranty and Security Agreement. Upon such filings, the Administrative Agent will have a perfected Lien on, and security interest in, to and under all right, title and interest of the NATC Parties in, all Collateral that may be perfected by filing, recording or registering a financing statement or analogous document (including the proceeds of such Collateral subject to the limitations relating to such proceeds in the UCC), prior and superior in right to any other Person, except for Permitted Prior Liens. (c) When the Pledged Interests (as defined in the Guaranty and Security Agreement) constituting Certificated Securities (as defined in the UCC) is delivered to the Administrative Agent (or its bailee or agent pursuant to the Second Lien Intercreditor Agreement), the Administrative Agent will have a perfected Lien on, and security interest in, to and under all right, title and interest of the NATC Parties in, such Pledged Interests, prior and superior in right to any other Person, except for Permitted Prior Liens. (d) When the Guaranty and Security Agreement (or a short form intellectual property security agreement) is filed in the United States Patent and Trademark Office and the proceeds thereof United States Copyright Office and when financing statements or statements, releases and other filings in appropriate form are filed in the offices specified on in Schedule 3.19(a) (or, in 9 of the case of Collateral delivered after the date hereof in accordance with the provisions of Section 5.12, in the appropriate filing offices)Guaranty and Security Agreement, the Lien created under the Collateral Agreement will constitute Administrative Agent shall have a fully perfected Lien on, and security interest in, all right, title and interest of the Loan applicable NATC Parties in such Collateral the Intellectual Property (other than Intellectual Property, as defined in the Collateral Guaranty and Security Agreement)) in which a security interest may be perfected by filing, recording or registering a security agreement, financing statement or analogous document in the United States Patent and Trademark Office or the United States Copyright Office, as applicable, in each case prior and superior in right to any other person, other than Permitted Liens that may take priority as a matter of law, and as otherwise provided in the Pari Passu Intercreditor Agreement. (b) Upon the recordation of the Collateral Agreement (or a short-form security agreement in form and substance reasonably satisfactory to the Borrower and the Administrative Agent) with the United States Patent and Trademark Office and the United States Copyright Office, together with the financing statements or such other filings in appropriate form filed in the offices specified on Schedule 3.19(a) (or, in the case of Collateral delivered after the date hereof in accordance with the provisions of Section 5.12, in the appropriate filing offices), the Lien created under the Collateral Agreement shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in Patents and Trademarks (as each term is defined in the Collateral Agreement) registered or applied for with the United States Patent and Trademark Office or Copyrights (as defined in the Collateral Agreement) registered or applied for with the United States Copyright Office, as the case may be, in each case prior and superior in right to any other person other than Permitted Liens that may take priority as a matter of law, and as otherwise provided in the Pari Passu Intercreditor Agreement Person (it being understood that subsequent recordings in the United States Patent and Trademark Office and the United States Copyright Office may be necessary to perfect a Lien on registered or applied for Patentstrademarks, Trademarks, or Copyrights, trademark applications and copyrights acquired by the Loan Parties after the date hereofClosing Date), except for Permitted Prior Liens. (e) When control agreements in form and substance reasonably satisfactory to the Administrative Agent are executed and delivered to the Administrative Agent, (i) the Administrative Agent shall have “control” (within the meaning of Section 9-104 of the UCC) over all Deposit Accounts (as defined in the Guaranty and Security Agreement) and (ii) the Administrative Agent shall have a fully perfected Lien on, and security interest in, all right, title and interest of the applicable NATC Parties in the Deposit Accounts (as defined in the Guaranty and Security Agreement).

Security Documents. (a) The Collateral Agreement, upon execution and delivery thereof by the parties thereto, will create Security Agreement creates in favor of the Collateral Agent, for the ratable benefit of the Secured Credit Parties, a legal, valid valid, continuing and enforceable security interest in the Collateral (as defined in the Security Agreement), the enforceability of which is subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law. The financing statements, releases and other filings are in appropriate form and have been or will be filed in the offices specified in the Perfection Certificate. Upon the filing of such financing statements, releases and other filings and/or the obtaining of “control,” the Collateral Agreement) Agent will have a perfected Lien on, and security interest in, to and under all right, title and interest of the Loan Parties thereunder in all Collateral that may be perfected by filing, recording or registering a financing statement or analogous document (including, without limitation, the proceeds thereof of such Collateral subject to the limitations relating to such proceeds in the UCC) or by obtaining control under the UCC (in effect on the date this representation is made) in each case prior and superior in right to any other Person, except for (a) with respect to the Notes Priority Collateral only, Liens securing the obligations of the Loan Parties arising under the Senior Notes Documents, and (b) other Permitted Encumbrances having priority under applicable Law. (b) When the Trademark Security Agreement is filed in the United States Patent and Trademark Office within the three-month period (commencing as of the Closing Date) pursuant to 15 U.S.C. §1060, and when financing statements or other filings in appropriate form are filed in the offices specified on Schedule 3.19(a) (or, in the case of Collateral delivered after the date hereof in accordance with the provisions of Section 5.12, in the appropriate filing offices)Perfection Certificate, the Lien created under the Collateral Agreement will constitute Agent shall have a fully perfected Lien on, and security interest in, all right, title and interest of the applicable Loan Parties in such the Intellectual Property Collateral (other than Intellectual Property, as defined in the Collateral Security Agreement)) in which a security interest may be perfected by filing, recording or registering a security agreement, financing statement or analogous document in the United States Patent and Trademark Office, in each case prior and superior in right to any other person, other than Permitted Liens that may take priority as a matter of law, and as otherwise provided in the Pari Passu Intercreditor Agreement. (b) Upon the recordation of the Collateral Agreement (or a short-form security agreement in form and substance reasonably satisfactory to the Borrower and the Administrative Agent) with the United States Patent and Trademark Office and the United States Copyright Office, together with the financing statements or such other filings in appropriate form filed in the offices specified on Schedule 3.19(a) (or, in the case of Collateral delivered after the date hereof in accordance with the provisions of Section 5.12, in the appropriate filing offices), the Lien created under the Collateral Agreement shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in Patents and Trademarks (as each term is defined in the Collateral Agreement) registered or applied for with the United States Patent and Trademark Office or Copyrights (as defined in the Collateral Agreement) registered or applied for with the United States Copyright Office, as the case may be, in each case prior and superior in right to any other person other than Permitted Liens that may take priority as a matter of law, and as otherwise provided in the Pari Passu Intercreditor Agreement Person (it being understood that subsequent recordings in the United States Patent and Trademark Office and the United States Copyright Office may be necessary to perfect a Lien on patents, patent applications, registered or applied for Patentstrademarks, Trademarks, or Copyrights, trademark applications and copyrights acquired by the Loan Parties after the date hereof), except for (a) with respect to the Notes Priority Collateral only, Liens securing the obligations of the Loan Parties arising under the Senior Notes Documents, and (b) other Permitted Encumbrances having priority under applicable Law. (c) The Lancaster Mortgage, together with any required financing statements (if applicable), when filed with the appropriate Governmental Authorities, shall create in favor of the Collateral Agent, for the benefit of the Credit Parties, a legal, valid, continuing and enforceable Lien in the Mortgaged Property (as defined in the Lancaster Mortgage), the enforceability of which is subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law. Upon the filing of the Lancaster Mortgage and any required financing statements (if applicable) with the appropriate Governmental Authorities, the Collateral Agent will have a perfected Lien on, and security interest in, to and under all right, title and interest of the grantors thereunder in all Mortgaged Property (as defined in the Lancaster Mortgage) that may be perfected by such filing (including, without limitation, the proceeds of such Mortgaged Property), in each case prior and superior in right to any other Person, except for (a) with respect to the Notes Priority Collateral only, Liens securing the obligations of the Loan Parties arising under the Senior Notes Documents, and (b) other Permitted Encumbrances having priority under applicable Law.

Security Documents. (a) The Guarantee and Collateral Agreement, upon execution and delivery thereof by the parties thereto, will create in favor of the Collateral Agent, for the ratable benefit of the Secured Parties, a legal, valid and enforceable security interest in the Collateral (as defined in the Guarantee and Collateral Agreement) and the proceeds thereof thereof, to the extent contemplated by the Guarantee and Collateral Agreement, and (i) when the Pledged Certificated Securities (as defined in the Guarantee and Collateral Agreement) is delivered to the Collateral Agent, the Lien created under the Guarantee and Collateral Agreement in favor of the Collateral Agent for the ratable benefit of the Secured Parties 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 Certificated Securities, to the extent contemplated by the Guarantee and Collateral Agreement, and prior and superior in right to any other person (other than statutory nonconsensual Liens expressly permitted by Section 6.02), and (ii) when financing statements or other filings in appropriate form are filed in the offices specified on Schedule 3.19(a) (or, in the case of Collateral delivered after the date hereof in accordance with the provisions of Section 5.12, in the appropriate filing offices)3.18, the Lien created under the Guarantee and Collateral Agreement in favor of the Collateral Agent for the ratable benefit of the Secured Parties will constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral (other than Intellectual Property, as defined in the Guarantee and Collateral Agreement), in each case to the extent contemplated by the Guarantee and Collateral Agreement, and prior and superior in right to any other person, other than Permitted with respect to Liens that may take priority as a matter of law, and as otherwise provided in the Pari Passu Intercreditor Agreementexpressly permitted by Section 6.02. (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 Administrative Collateral Agent) with the United States Patent and Trademark Office and the United States Copyright Office, together with the financing statements or such other filings in appropriate form filed in the offices specified on Schedule 3.19(a) (or, in the case of Collateral delivered after the date hereof in accordance with the provisions of Section 5.12, in the appropriate filing offices)3.18, the Lien created under the Guarantee and Collateral Agreement in favor of the Collateral Agent for the ratable benefit of the Secured Parties shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in Patents and Trademarks (as each term is defined in the Collateral Agreement) registered or applied for with the United States Patent and Trademark Office or Copyrights Intellectual Property (as defined in the Guarantee and Collateral Agreement) registered or applied for with in which a security interest may be perfected by filing in the United States Copyright Officeand its territories and possessions, as to the case may beextent contemplated by the Guarantee and Collateral Agreement, in each case prior and superior in right to any other person other than Permitted with respect to Liens that may take priority as a matter of law, and as otherwise provided in the Pari Passu Intercreditor Agreement expressly permitted by Section 6.02 (it being understood that subsequent recordings in the United States Patent and Trademark Office and the United States Copyright Office may be necessary to perfect a Lien on registered or applied for Patentstrademarks and patents, Trademarks, or Copyrights, trademark and patent applications and registered copyrights acquired by the Loan Parties after the date hereofEffective Date).

Security Documents. (a) [RESERVED]. (b) The Collateral Agreement, upon execution and delivery thereof by the parties thereto, will create Security Agreement creates in favor of the Collateral Agent, for the ratable benefit of the Secured PartiesParties referred to therein, a legal, valid valid, continuing and enforceable security interest in the Collateral (as defined in the Security Agreement), the enforceability of which is subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law. The financing statements, releases and other filings are in appropriate form and have been or will be filed in the offices specified in Schedule II of the Security Agreement. Upon such filings and/or the obtaining of “control,” (as defined in the UCC) the Agent will have a perfected Lien on, and security interest in, to and under all right, title and interest of the grantors thereunder in all Collateral Agreementthat may be perfected by filing, recording or registering a financing statement or analogous document (including without limitation the proceeds of such Collateral subject to the limitations relating to such proceeds in the UCC) or by obtaining control, under the UCC (in effect on the date this representation is made) in each case prior and superior in right to any other Person, other than holders of Permitted Encumbrances having priority by operation of applicable Law. (c) When the Intellectual Property Security Agreement is filed in the United States Patent and Trademark Office and the proceeds thereof United States Copyright Office and when financing statements or statements, releases and other filings in appropriate form are filed in the offices specified on in Schedule 3.19(a) (or, in II of the case of Collateral delivered after the date hereof in accordance with the provisions of Section 5.12, in the appropriate filing offices)Security Agreement, the Lien created under the Collateral Agreement will constitute Agent shall have a fully perfected Lien on, and security interest in, all right, title and interest of the applicable Loan Parties in such Collateral the Intellectual Property (other than Intellectual Property, as defined in the Collateral Security Agreement)) in which a security interest may be perfected by filing, recording or registering a security agreement, financing statement or analogous document in the United States Patent and Trademark Office or the United States Copyright Office, as applicable, in each case prior and superior in right to any other person, other than Permitted Liens that may take priority as a matter of law, and as otherwise provided in the Pari Passu Intercreditor Agreement. (b) Upon the recordation of the Collateral Agreement (or a short-form security agreement in form and substance reasonably satisfactory to the Borrower and the Administrative Agent) with the United States Patent and Trademark Office and the United States Copyright Office, together with the financing statements or such other filings in appropriate form filed in the offices specified on Schedule 3.19(a) (or, in the case of Collateral delivered after the date hereof in accordance with the provisions of Section 5.12, in the appropriate filing offices), the Lien created under the Collateral Agreement shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in Patents and Trademarks (as each term is defined in the Collateral Agreement) registered or applied for with the United States Patent and Trademark Office or Copyrights (as defined in the Collateral Agreement) registered or applied for with the United States Copyright Office, as the case may be, in each case prior and superior in right to any other person other than Permitted Liens that may take priority as a matter of law, and as otherwise provided in the Pari Passu Intercreditor Agreement Person (it being understood that subsequent recordings in the United States Patent and Trademark Office and the United States Copyright Office may be necessary to perfect a Lien on registered or applied for Patentstrademarks, Trademarks, or Copyrights, trademark applications and copyrights acquired by the Loan Parties after the date hereofClosing Date), other than holders of Permitted Encumbrances having priority by operation of applicable Law. (d) [RESERVED].

Security Documents. (a) [RESERVED]. (b) The Collateral Agreement, upon execution and delivery thereof by the parties thereto, will create Security Agreement creates in favor of the Collateral Agent, for the ratable benefit of the Secured PartiesParties referred to therein, a legal, valid valid, continuing and enforceable security interest in the Collateral (as defined in the Security Agreement), the enforceability of which is subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law. The financing statements, releases and other filings are in appropriate form and have been or will be filed in the offices specified in Schedule II of the Security Agreement. Upon such filings and/or the obtaining of “control,” (as defined in the UCC) the Agent will have a perfected Lien on, and security interest in, to and under all right, title and interest of the grantors thereunder in all Collateral Agreementthat may be perfected by filing, recording or registering a financing statement or analogous document (including without limitation the proceeds of such Collateral subject to the limitations relating to such proceeds in the UCC) or by obtaining control, under the UCC (in effect on the date this representation is made) in each case prior and superior in right to any other Person, other than holders of Permitted Encumbrances having priority by operation of applicable Law. (c) When the Intellectual Property Security Agreement is filed in the United States Patent and Trademark Office and the proceeds thereof United States Copyright Office and when financing statements or statements, releases and other filings in appropriate form are filed in the offices specified on in Schedule 3.19(a) (or, in II of the case of Collateral delivered after the date hereof in accordance with the provisions of Section 5.12, in the appropriate filing offices)Security Agreement, the Lien created under the Collateral Agreement will constitute Agent shall have a fully perfected Lien on, and security interest in, all right, title and interest of the applicable Loan Parties in such Collateral the Intellectual Property (other than Intellectual Property, as defined in the Collateral Security Agreement)) in which a security interest may be perfected by filing, recording or registering a security agreement, financing statement or analogous document in the United States Patent and Trademark Office or the United States Copyright Office, as applicable, in each case prior and superior in right to any other person, other than Permitted Liens that may take priority as a matter of law, and as otherwise provided in the Pari Passu Intercreditor Agreement. (b) Upon the recordation of the Collateral Agreement (or a short-form security agreement in form and substance reasonably satisfactory to the Borrower and the Administrative Agent) with the United States Patent and Trademark Office and the United States Copyright Office, together with the financing statements or such other filings in appropriate form filed in the offices specified on Schedule 3.19(a) (or, in the case of Collateral delivered after the date hereof in accordance with the provisions of Section 5.12, in the appropriate filing offices), the Lien created under the Collateral Agreement shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in Patents and Trademarks (as each term is defined in the Collateral Agreement) registered or applied for with the United States Patent and Trademark Office or Copyrights (as defined in the Collateral Agreement) registered or applied for with the United States Copyright Office, as the case may be, in each case prior and superior in right to any other person other than Permitted Liens that may take priority as a matter of law, and as otherwise provided in the Pari Passu Intercreditor Agreement Person (it being understood that subsequent recordings in the United States Patent and Trademark Office and the United States Copyright Office may be necessary to perfect a Lien on registered or applied for Patentstrademarks, Trademarks, or Copyrights, trademark applications and copyrights acquired by the Loan Parties after the date hereofClosing Date), other than holders of Permitted Encumbrances having priority by operation of applicable Law.

Security Documents. (a) The Guarantee, Collateral and Intercreditor Agreement, upon execution and delivery thereof by the parties thereto, will create in favor of the Collateral Agent, for the ratable benefit of the Secured Parties, a legal, valid and enforceable security interest in the Collateral (as defined in the Guarantee, Collateral and Intercreditor Agreement) and the proceeds thereof and (i) when the Pledged Collateral (as defined in the Guarantee, Collateral and Intercreditor Agreement) is delivered to the Collateral Agent, the Lien created under Guarantee, Collateral and Intercreditor 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 case prior and superior in right to any other person, and (ii) when financing statements or other filings in appropriate form are filed in the offices specified on Schedule 3.19(a) (or, in the case of Collateral delivered after the date hereof in accordance with the provisions of Section 5.12, in the appropriate filing offices), the Lien created under the Guarantee, Collateral and Intercreditor Agreement will constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral to the extent such Collateral can be perfected by filing a financing statement (other than Intellectual Property, as defined in the Guarantee, Collateral and Intercreditor Agreement), in each case prior and superior in right to any other person, other than Permitted with respect to Liens that may take priority as a matter of law, and as otherwise provided in the Pari Passu Intercreditor Agreementexpressly permitted by Section 6.02. (b) Upon the recordation of the Guarantee, Collateral and Intercreditor Agreement (or a short-form security agreement in form and substance reasonably satisfactory to the Borrower and the Administrative Collateral Agent) with the United States Patent and Trademark Office and the United States Copyright Office, together with the financing statements or such other filings in appropriate form filed in the offices specified on Schedule 3.19(a) (or, and provided that such filings are made within the time periods required by applicable law governing perfection of security interests in the case of Collateral delivered after the date hereof in accordance with the provisions of Section 5.12, in the appropriate filing offices)United States, the Lien created under the Guarantee, Collateral and Intercreditor Agreement shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in Patents and Trademarks (as each term is defined in the Collateral Agreement) registered or applied for with the United States Patent and Trademark Office or Copyrights Intellectual Property (as defined in the Guarantee, Collateral and Intercreditor Agreement) registered or applied for with in which a security interest may be perfected by filing in the United States Copyright Office, as the case may beand its territories and possessions, in each case prior and superior in right to any other person other than Permitted with respect to Liens that may take priority as a matter of law, and as otherwise provided in the Pari Passu Intercreditor Agreement expressly permitted by Section 6.02 (it being understood that subsequent recordings in the United States Patent and Trademark Office and the United States Copyright Office may be necessary to perfect a Lien on U.S. registered or applied for Patentstrademarks and patents, Trademarks, or Copyrights, trademark and patent applications and registered copyrights acquired by the Loan Parties after the date hereof). (c) The Mortgages (if any) are effective to create in favor of the Collateral Agent, for the ratable benefit of the Secured Parties, a legal, valid and enforceable Lien on all of the Loan Parties' right, title and interest in and to the Mortgaged Property thereunder and the proceeds thereof, and when the Mortgages are filed in the recording offices specified in writing by the Borrower or any other Loan Party pursuant to its compliance with Section 5.12, such Mortgages shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties 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 the rights of persons pursuant to Liens expressly permitted by Section 6.02.

Security Documents. (a) The Collateral Agreement, upon execution and delivery thereof by the parties thereto, will create in favor of the Collateral Agent, for the ratable benefit of the Secured Parties, a legal, valid and enforceable security interest in the Collateral (as defined in the Collateral Agreement) and the proceeds thereof and (i) when control of the Pledged Collateral (as defined in the Collateral Agreement) is obtained by the Agent, the Lien created under Collateral Agreement shall constitute a perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such Pledged Collateral and (ii) when financing statements or other filings in appropriate form are filed in the offices specified on Schedule 3.19(a) (or, in the case of Collateral delivered after the date hereof in accordance with the provisions of Section 5.12, in the appropriate filing officesSCHEDULE 3.19(A), the Lien created under the Collateral Agreement will constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral (other than Intellectual Property, as defined in the Collateral Agreement)) to the extent perfection can be obtained by filing Uniform Commercial Code financing statements, in each case prior and superior in right to any other person, person (other than Permitted Liens that may take priority as a matter of law, and as otherwise provided in the Pari Passu Intercreditor Agreementexpressly permitted by Section 6.02). (b) Upon the recordation of the Collateral Agreement (or a short-form security agreement in form and substance reasonably satisfactory to the Borrower and the Administrative Agent) with the United States Patent and Trademark Office and the United States Copyright Office, together with the financing statements or such other filings in appropriate form filed in the offices specified on Schedule 3.19(a) (or, in the case of Collateral delivered after the date hereof in accordance with the provisions of Section 5.12, in the appropriate filing officesSCHEDULE 3.19(B), the Lien created under the Collateral Agreement shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in Patents and Trademarks (as each term is defined in the Collateral Agreement) registered or applied for with the United States Patent and Trademark Office or Copyrights Intellectual Property (as defined in the Collateral Agreement) registered or applied for with in which a security interest may be perfected by filing in the United States Copyright Office, as the case may beand its territories and possessions, in each case prior and superior in right to any other person (other than Permitted Liens that may take priority as a matter of lawexpressly permitted by Section 6.02), and as otherwise provided in the Pari Passu Intercreditor Agreement (it being understood that subsequent recordings in the United States Patent and Trademark Office and the United States Copyright Office may be necessary to perfect a Lien on registered or applied for Patentstrademarks and patents, Trademarks, or Copyrights, trademark and patent applications and registered copyrights acquired by the Loan Parties after the date hereof)Closing Date. (c) The Mortgages are effective to create in favor of the Agent, for the ratable benefit of the Secured Parties, a legal, valid and enforceable Lien on all of the Loan Parties' right, title and interest in and to the Mortgaged Properties and the proceeds thereof, and when the Mortgages are filed in the offices specified on SCHEDULE 3.19

Security Documents. (a) The Collateral Security Agreement, upon execution and delivery thereof by the parties thereto, will is effective to create in favor of the Collateral Administrative Agent, for the ratable benefit of the Secured Parties, a legal, valid and enforceable security interest in the Collateral described therein and proceeds thereof. When UCC financing statements in appropriate form are or have been filed in the appropriate filing offices listed in the Perfection Certificate, the Liens created under the Security Agreement in such Collateral (other than Intellectual Property, as defined in the Collateral Security Agreement and Deposit Accounts, as defined in the Security Agreement) shall constitute fully perfected Liens on, and security interests in, all right, title and interest of the Loan Parties in the Collateral in which a security interest is granted under the Security Agreement to the extent a security interest in such Collateral can be perfected by filing under the UCC, prior and superior in right to any other Person (except for Liens permitted by Section 6.3). (b) The Pledge Agreement, upon execution and delivery thereof by the parties thereto, is effective to create in favor of the Administrative Agent, for the benefit of the Secured Parties, a legal, valid and enforceable security interest in the Pledged Collateral described therein and proceeds thereof. When the Stock Certificates are delivered to the Administrative Agent, together with appropriate stock powers executed by an appropriate person in blank, the Liens created under the Pledge Agreement shall constitute fully perfected Liens on, and security interests in, all right, title and interest of the Loan Parties in such Stock Certificates, prior and superior in right to any other Person. When UCC financing statements in appropriate form are or have been filed in the appropriate filing offices listed in the Perfection Certificate, the Liens created under the Pledge Agreement in such Pledged Collateral shall constitute fully perfected Liens on, and security interests in, all right, title and interest of the Loan Parties in the Collateral in which a security interest is granted under the Pledge Agreement to the extent a security interest in such Pledged Collateral can be perfected by filing under the UCC, prior and superior in right to any other Person (except for Liens permitted by Section 6.3). (c) Each of the Mortgages is effective to create in favor of the Administrative Agent, for the benefit of the Secured Parties, a legal, valid and enforceable Lien on the mortgaged real property described therein and proceeds thereof and when financing statements the Mortgages are or other filings in appropriate form are filed in the offices specified on Schedule 3.19(a) (or, in the case of Collateral delivered after the date hereof in accordance with the provisions of Section 5.12, have been recorded in the appropriate filing offices), the Lien created under the Collateral Agreement will 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 Collateral (other than Intellectual PropertyReal Properties and the proceeds thereof, as defined in security for the Collateral Agreement)Secured Obligations, in each case prior and superior in right to any other person, other than Person (except for Real Property Permitted Liens that may take priority as a matter of law, and as otherwise provided in Encumbrances applicable to the Pari Passu Intercreditor Agreementreal property subject to such Mortgage). (bd) Upon the recordation of the Collateral Security Agreement (or a short-form security agreement in form and substance reasonably satisfactory to the Borrower and the Administrative Agent) with the United States Patent and Trademark Office and the United States Copyright Office, together with the financing statements or such other filings in appropriate form filed in the appropriate filing offices specified on Schedule 3.19(a) (or, listed in the case of Collateral delivered after the date hereof in accordance with the provisions of Section 5.12, in the appropriate filing offices)Perfection Certificate, the Lien Liens created under the Collateral Security Agreement shall constitute a fully perfected Lien Liens on, and security interest interests in, all right, title and interest of the Loan Parties in Patents and Trademarks the Intellectual Property (as each term is defined in the Collateral Security Agreement) registered or applied for with in which a security interest may be perfected by filing in the United States Patent and Trademark Office or Copyrights (as defined in the Collateral Agreement) registered or applied for with the United States Copyright Office, as the case may be, in each case prior and superior in right to any other person other than Permitted Person (except for Liens that may take priority as a matter of lawpermitted under Section 6.3(a), (b) and as otherwise provided in the Pari Passu Intercreditor Agreement (c), it being understood that subsequent recordings in the United States Patent and Trademark Office and the United States Copyright Office may be necessary to perfect a Lien on registered or applied for Patentstrademarks and patents, Trademarks, or Copyrights, trademark and patent applications and registered copyrights acquired by the Loan Parties after the date hereof).

Security Documents. (a) The Guarantee and Collateral Agreement, upon execution and delivery thereof by the parties thereto, will Agreement is effective to create in favor of the Collateral Agent, Agent for the ratable benefit of the Secured Parties, a legal, valid and enforceable first priority security interest in the Collateral described therein (including any proceeds of any item of Collateral); provided that for purposes of this Section 4.17(a), Collateral shall be deemed to exclude any Property expressly excluded from the definition of “Collateral” as set forth in the Guarantee and Collateral Agreement, including, without limitation, Deposit Accounts (as defined in the Guarantee and Collateral Agreement). In the case of (i) the Pledged Securities described in the Guarantee and Collateral Agreement, when any stock certificates or notes, as applicable, representing such Pledged Securities are delivered to the proceeds thereof Collateral Agent and (ii) the other Collateral described in the Guarantee and Collateral Agreement, when financing statements or other filings in appropriate form are filed in the offices specified on Schedule 3.19(a4.17 (which financing statements have been duly completed and executed (as applicable) (or, in and delivered to the case of Collateral delivered after Agent) and such other filings as are specified on Schedule 3 to the date hereof in accordance with the provisions of Section 5.12, in the appropriate filing offices)Guarantee and Collateral Agreement are made, the Lien created under the Collateral Agreement will constitute Agent shall have a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral (other than Intellectual Propertyincluding any proceeds of any item of Collateral) (to the extent a security interest in such Collateral can be perfected through the filing of financing statements in the offices specified on Schedule 4.17 and the filings specified on Schedule 3 to the Guarantee and Collateral Agreement, and through the delivery of the Pledged Securities required to be delivered on the Closing Date (or after the Fourth Amendment Effective Date, as defined in applicable, pursuant to Section 6.12), as security for the Collateral Agreement)Obligations, in each case prior and superior in right to any other person, Person (except (i) in the case of Collateral other than Permitted Pledged Stock, Liens that may take permitted by Section 7.3 and (ii) Liens having priority as a matter by operation of law, ) to the extent required by the Guarantee and as otherwise provided in the Pari Passu Intercreditor Collateral Agreement. (b) Upon the recordation execution and delivery of any Mortgage to be executed and delivered pursuant to Section 6.8(b), such Mortgage shall be effective to create in favor of the Collateral Agreement Agent for the benefit of the Secured Parties a legal, valid and enforceable Lien on the mortgaged property described therein and proceeds thereof, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or a short-form security agreement in form and substance reasonably satisfactory to the Borrower at law) and the Administrative Agent) with the United States Patent implied covenants of good faith and Trademark Office fair dealing; and the United States Copyright Office, together with the financing statements or when such other filings in appropriate form Mortgage is filed in the offices specified on Schedule 3.19(a) (orrecording office designated by the Borrower, in the case of Collateral delivered after the date hereof in accordance with the provisions of Section 5.12, in the appropriate filing offices), the Lien created under the Collateral Agreement such Mortgage shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in Patents such mortgaged property and Trademarks (the proceeds thereof, as each term is defined in security for the Collateral Agreement) registered or applied for with the United States Patent and Trademark Office or Copyrights Obligations (as defined in the Collateral Agreement) registered or applied for with the United States Copyright Office, as the case may berelevant Mortgage), in each case prior and superior in right to any other person Person (other than Permitted Liens that may take priority as a matter of law, and as otherwise provided in the Pari Passu Intercreditor Agreement (it being understood that subsequent recordings in the United States Patent and Trademark Office and the United States Copyright Office may be necessary to perfect a Lien on registered permitted by Section 7.3 or applied for Patents, Trademarks, other encumbrances or Copyrights, acquired rights permitted by the Loan Parties after the date hereofrelevant Mortgage).

Security Documents. (a) The Pledge Agreement is effective under New York law to create in favor of the Collateral AgreementAgent for its benefit and the benefit of the Secured Parties a legal, upon execution valid and delivery thereof enforceable security interest in the Securities Collateral and, when such Securities Collateral is delivered to the Collateral Agent, the Lien on such Collateral created by the parties theretoPledge Agreement shall constitute under New York law a fully perfected Lien on, will and security interest in, all right, title and interest of the pledgor thereunder in such Securities Collateral. (i) Subject to Section 3.21(c), the Security Agreement is effective under New York law to create in favor of the Collateral Agent, for its benefit and the ratable benefit of the Secured Parties, a legal, valid and enforceable security interest in the Collateral (as defined in the Collateral Security Agreement) and the proceeds thereof and and (ii) (x) when financing statements or other filings in appropriate form are filed in the offices specified on Schedule 3.19(a7 to the Perfection Certificate and (y) upon the taking of possession or control by the Collateral Agent of any such Collateral in which a security interest may be perfected only by possession or control (or, in which possession or control shall be given to the case of Collateral delivered after Agent to the date hereof in accordance with extent possession or control by the provisions of Section 5.12, in Collateral Agent is required by the appropriate filing officesSecurity Agreement), the Lien on such Collateral created under by the Collateral Security Agreement will shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties grantors thereunder in such Collateral (other than Intellectual Property, as defined in to the extent such Lien and security interest can be perfected by the filing of a financing statement pursuant to the UCC or by possession or control by the Collateral Agreement)Agent, in each case prior and superior in right to any other personPerson, other than with respect to Permitted Liens that may take priority as a matter of law, and as otherwise provided in the Pari Passu Intercreditor AgreementLiens. (bc) Upon When the recordation of filings described in Section 3.21(b)(ii)(x) above are made and when the Collateral Security Agreement (or a short-form summary thereof, including a grant of security agreement interest) is filed in form and substance reasonably satisfactory to the Borrower and the Administrative Agent) with the United States Patent and Trademark Office and the United States Copyright Office, together with the financing statements or such other filings in appropriate form filed in the offices specified on Schedule 3.19(a) (or, in the case of Collateral delivered after the date hereof in accordance with the provisions of Section 5.12, in the appropriate filing offices), the Lien created under the Collateral Security Agreement shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in Patents and Trademarks the Intellectual Property (as each term is defined in the Collateral Security Agreement) registered in which a security interest may be perfected by filing such financing statements and filing, recording or applied for with registering a security agreement, financing statement or analogous document in the United States Patent and Trademark Office or Copyrights (as defined in the Collateral Agreement) registered or applied for with the United States Copyright Office, as the case may be, in each case prior and superior in right to any other person other than Permitted Liens that may take priority as a matter of law, and as otherwise provided in the Pari Passu Intercreditor Agreement applicable (it being understood that subsequent recordings in the United States Patent and Trademark Office and the United States Copyright Office may be necessary to perfect a Lien on patents, patent applications, registered or applied for Patentstrademarks, Trademarks, or Copyrights, trademark applications and registered copyrights acquired by the Loan Parties after the Closing Date), in each case prior and superior in right to any other Person other than with respect to Permitted Liens. (d) Each Mortgage executed and delivered as of the Closing Date is, and any Mortgage executed and delivered thereafter by the relevant Loan Party will be as of the date hereof)each Mortgage is executed and delivered, effective to create, subject to the exceptions listed in each title insurance policy covering such Mortgage, in favor of the Collateral Agent, for its benefit and the benefit of the applicable Secured Parties, a legal, valid and enforceable Lien on and security interest in all of the Loan Parties’ right, title and interest in and to the real property thereunder, and when the Mortgages are filed in the appropriate county offices, the Mortgages shall constitute a Lien on, and security interest in, all right, title and interest of the Loan Parties in such real property, in each case prior and superior in right to any other Person, other than with respect to Permitted Liens and the rights of Persons pursuant to the exceptions listed in each title policy covering such Mortgages.

Security Documents. (a) The Collateral AgreementSecurity Documents, upon execution and delivery thereof by the parties thereto, will create in favor of the Collateral Agent, for the ratable benefit of the Secured Parties, a legal, valid and enforceable security interest in the Collateral (as defined in the Guarantee and Collateral Agreement) and (i) when the proceeds thereof Pledged Collateral (as defined in the Guarantee and Collateral Agreement) is delivered to the Collateral Agent or, in the case of Pledged Collateral (as defined in the Guarantee and Collateral Agreement) that is Revolving Facility First Lien Collateral, the collateral agent under the Revolving Facility Credit Agreement, the Lien created under the Security Documents shall constitute, or in the case of Pledged Collateral to be delivered to the Collateral Agent or the collateral agent under the Revolving Facility Credit Agreement in the future, as the case may be, will constitute, a fully perfected first priority Lien (or, with respect to the Revolving Facility First Lien Collateral, a fully perfected second Lien) on, and security interest in, all right, title and interest of the Loan Parties in such Pledged Collateral, in each case prior and superior in right to any other person (other than the rights of persons pursuant to Permitted Liens) and (ii) when financing statements or other filings in appropriate form are filed in the offices specified on Schedule 3.19(a) (or, in the case of Collateral delivered after the date hereof in accordance with the provisions of Section 5.12, in the appropriate filing offices), the Lien created under the Guarantee and Collateral Agreement will constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral as so defined (other than Intellectual Property, as defined in the Guarantee and Collateral Agreement), in each case prior and superior in right to any other person, other than with respect to Permitted Liens that may take priority as a matter of lawand, and as otherwise provided in with respect to the Pari Passu Intercreditor AgreementRevolving Facility First Lien Collateral, the Revolving Facility Secured Parties. (b) Upon the recordation of a Patent and Trademark Security Agreement and a Copyright Security Agreement substantially in the Collateral Agreement (or a short-form security agreement in form of Exhibit C and substance reasonably satisfactory Exhibit D to the Borrower Guarantee and the Administrative Agent) Collateral Agreement, respectively, with the United States Patent and Trademark Office and the United States Copyright Office, respectively, together with the financing statements or such other filings in appropriate form filed in the offices specified on Schedule 3.19(a) (or, in the case of Collateral delivered after the date hereof in accordance with the provisions of Section 5.12, in the appropriate filing offices), the Lien created under the Collateral Agreement Security Documents shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in Patents and Trademarks (as each term is defined in the Collateral Agreement) registered or applied for with the United States Patent and Trademark Office or Copyrights Intellectual Property (as defined in the Guarantee and Collateral Agreement) registered or applied for with in which a security interest may be perfected by filing in the United States Copyright Office, as the case may beand its territories and possessions, in each case prior and superior in right to any other person person, other than the rights of persons pursuant to Permitted Liens that may take priority as a matter of law, and as otherwise provided in the Pari Passu Intercreditor Agreement (it being understood that subsequent recordings in the United States Patent and Trademark Office and the United States Copyright Office may be necessary to perfect a Lien on registered or applied for Patentstrademarks, Trademarksissued patents, or Copyrights, trademark and patent applications and registered copyrights acquired by the Loan Parties after the date hereof). (c) Upon due execution and delivery thereof, the Mortgages will be effective to create in favor of the Collateral Agent, for the ratable benefit of the Secured Parties, a legal, valid and enforceable Lien on all of the Loan Parties’ right, title and interest in and to the Mortgaged Property thereunder and the proceeds thereof, subject only to Permitted Liens, and when the Mortgages are recorded in the offices as specified on Schedule 3.19(c), the Mortgages shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such Mortgaged Property and the proceeds thereof, in each case prior and superior in right to any other person, other than the rights of persons pursuant to Permitted Liens.

Security Documents. (a) The Collateral Agreement, upon execution and delivery thereof by the parties thereto, will Pledge Agreement is effective to create in favor of the Collateral Agent, for the ratable benefit of the Secured Parties, Agent a legal, valid and enforceable security interest in the Collateral (as defined in the Collateral Agreement) and the proceeds thereof and when financing statements or other filings in appropriate form are filed in the offices specified on Schedule 3.19(a) (or, in the case of Collateral delivered after the date hereof in accordance with the provisions of Section 5.12, in the appropriate filing officestherein), the and constitutes a perfected first priority Lien created under the Collateral Agreement will constitute a fully perfected Lien on, on and security interest in, in all right, title and interest of each pledgor thereunder in and to the Loan Parties in such Collateral (other than Intellectual Property, as defined in the Collateral Agreementtherein), in each case prior and superior in right to any other person, other than Permitted Liens that may take priority as a matter of law, and as otherwise provided in the Pari Passu Intercreditor Agreement. (b) Upon the recordation The Security Agreement is effective to create in favor of the Collateral Agreement Agent a legal, valid and enforceable security interest in the Collateral (or as defined therein), and constitutes a short-form perfected first priority Lien on and security agreement interest in form all right, title and substance reasonably satisfactory interest of each grantor thereunder in and to such Collateral to the Borrower extent it can be perfected by filings or other actions under the Uniform Commercial Code, subject only to Liens existing on the date hereof and the Administrative Agentexpressly permitted by Section 6.01. (c) with The Trademark Security Agreement has been filed in the United States Patent and Trademark Office and the United States Copyright Office, together with the financing statements or such other filings in appropriate form filed in the offices specified on Schedule 3.19(a) (or, in the case of Collateral delivered after the date hereof in accordance with the provisions of Section 5.12, in the appropriate filing offices), the Lien created under the Collateral Agreement shall constitute and constitutes a fully perfected Lien on, on and security interest in, in all right, title and interest of the Loan Parties in Patents and Trademarks (as each term is defined grantors thereunder in the Collateral Agreement) registered or applied for with the United States Patent and Trademark Office or Copyrights Intellectual Property (as defined in the Collateral Security Agreement) that is registered or applied for with the United States Copyright Office, as the case may be, in each case prior and superior in right to any other person other than Permitted Liens that may take priority as a matter of law, and as otherwise provided in the Pari Passu Intercreditor Agreement (it being understood that subsequent recordings in the United States Patent States. (d) The Collateral and Trademark Office Guarantee Requirement has been satisfied. (e) The UK Securities Mortgage is effective to create in favor of the Collateral Agent a legal, valid and enforceable security interest in the United States Copyright Office may be necessary to perfect pledged equity interests of the UK Borrowers, and constitutes a perfected first priority Lien on registered or applied for Patentsand security interest in all right, Trademarkstitle and interest of each pledgor thereunder. (f) The Swiss Securities Mortgage is effective to create in favor of the Collateral Agent a legal, or Copyrightsvalid and enforceable security interest in the pledged equity interests of the Swiss Borrower, acquired by the Loan Parties after the date hereof)and constitutes a perfected first priority Lien on and security interest in all right, title and interest of each pledgor thereunder.

Security Documents. (a) The Guarantee and Collateral Agreement, upon execution and delivery thereof by the parties thereto, will create in favor of the Collateral Agent, for the ratable benefit of the Secured Parties, a legal, valid and enforceable security interest in the Collateral (as defined in the Guarantee and Collateral Agreement) and the proceeds thereof and (i) when the Pledged Collateral (as defined in the Guarantee and Collateral Agreement) is delivered to the collateral agent under the First Lien Guarantee and Collateral Agreement, the Lien created under the Guarantee and Collateral Agreement shall constitute a fully perfected second priority Lien on, and security interest in, all right, title and interest of the Loan Parties in such Pledged Collateral, in each case prior and superior in right to any other person other than the First Lien Secured Parties (as defined in the Intercreditor Agreement), and (ii) when financing statements or other filings in appropriate form are filed in the offices specified on Schedule 3.19(a) (or, in the case of Collateral delivered after the date hereof in accordance with the provisions of Section 5.12, in the appropriate filing offices), the Lien created under the Guarantee and Collateral Agreement will constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral (other than Intellectual Property, as defined in the Guarantee and Collateral Agreement), in each case prior and superior in right to any other person, other than Permitted with respect to Liens that may take priority as a matter of law, and as otherwise provided in the Pari Passu Intercreditor Agreementexpressly permitted by Section 6.02. (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 Administrative Agent) with the United States Patent and Trademark Office and the United States Copyright Office, together with the financing statements or such other filings in appropriate form filed in the offices specified on Schedule 3.19(a) (or, in the case of Collateral delivered after the date hereof in accordance with the provisions of Section 5.12, in the appropriate filing offices), the Lien created under the Guarantee and Collateral Agreement shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in Patents and Trademarks (as each term is defined in the Collateral Agreement) registered or applied for with the United States Patent and Trademark Office or Copyrights Intellectual Property (as defined in the Guarantee and Collateral Agreement) registered or applied for with in which a security interest may be perfected by filing in the United States Copyright Office, as the case may beand its territories and possessions, in each case prior and superior in right to any other person person, other than Permitted with respect to the rights of persons pursuant to Liens that may take priority as a matter of law, and as otherwise provided in the Pari Passu Intercreditor Agreement expressly permitted by Section 6.02 (it being understood that subsequent recordings in the United States Patent and Trademark Office and the United States Copyright Office may be necessary to perfect a Lien on registered or applied for Patentstrademarks and patents, Trademarks, or Copyrights, trademark and patent applications and registered copyrights acquired by the Loan Parties after the date hereof). (c) The Foreign Pledge Agreements will be effective to create in favor of the Collateral Agent, for the ratable benefit of the Secured Parties, a legal, valid and enforceable security interest in the Foreign Pledged Collateral described therein and the proceeds thereof and when (i) the filings and registrations specified in the applicable Foreign Pledge Agreement, or otherwise required to be filed in connection therewith, are filed or registered in the offices specified on Schedule 3.19(c), or (ii) other requirements with respect to appropriate instruments are satisfied in connection therewith, such Foreign Pledge Agreement shall provide for a fully perfected second priority Lien on, and security interest in, all right, title and interest of the Loan Parties in the Foreign Pledged Collateral, in each case prior and superior in right to any other person, other than with respect to Liens expressly permitted by Section 6.02.

Security Documents. (a) The Collateral Agreement, upon execution and delivery thereof by the parties thereto, will create Security Agreement creates in favor of the Collateral Administrative Agent, for the ratable benefit of the Secured PartiesCredit Parties referred to therein, a legal, valid valid, continuing and enforceable security interest in the Collateral (as defined in the Security Agreement), the enforceability of which is subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law. (b) The financing statements, releases and other filings are in appropriate form and have been or will be filed in the offices specified in Schedule II of the Security Agreement. Upon such filings and/or the obtaining of “control” (as defined in the UCC), the Administrative Agent will have a perfected Lien on, and security interest in, to and under all right, title and interest of the Loan Parties in all Collateral that may be perfected by filing, recording or registering a financing statement or analogous document (including, without limitation, the proceeds of such Collateral subject to the limitations relating to such proceeds in the UCC) or by obtaining control, under the UCC (in effect on the date this representation is made) in each case, prior and superior in right to any other Person, except for those Permitted Encumbrances that have priority in such Collateral by operation of law and except as to the Term Loan Priority Collateral, for the Liens of the Term Loan Agent to the extent provided in the Term Loan Intercreditor Agreement. (c) When the Security Agreement (or a short form thereof) is filed in the United States Patent and Trademark Office and the proceeds thereof United States Copyright Office and when financing statements or statements, releases and other filings in appropriate form are filed in the offices specified on in Schedule 3.19(a) (or, in II of the case of Collateral delivered after the date hereof in accordance with the provisions of Section 5.12, in the appropriate filing offices)Security Agreement, the Lien created under the Collateral Agreement will constitute Administrative Agent shall have a fully perfected Lien on, and security interest in, all right, title and interest of the applicable Loan Parties in such Collateral the Intellectual Property (other than Intellectual Property, as defined in the Collateral Security Agreement)) in which a security interest may be perfected by filing, recording or registering a security agreement, financing statement or analogous document in the United States Patent and Trademark Office or the United States Copyright Office, as applicable, in each case prior and superior in right to any other person, other than Permitted Liens that may take priority as a matter of law, and as otherwise provided in the Pari Passu Intercreditor Agreement. (b) Upon the recordation of the Collateral Agreement (or a short-form security agreement in form and substance reasonably satisfactory to the Borrower and the Administrative Agent) with the United States Patent and Trademark Office and the United States Copyright Office, together with the financing statements or such other filings in appropriate form filed in the offices specified on Schedule 3.19(a) (or, in the case of Collateral delivered after the date hereof in accordance with the provisions of Section 5.12, in the appropriate filing offices), the Lien created under the Collateral Agreement shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in Patents and Trademarks (as each term is defined in the Collateral Agreement) registered or applied for with the United States Patent and Trademark Office or Copyrights (as defined in the Collateral Agreement) registered or applied for with the United States Copyright Office, as the case may be, in each case prior and superior in right to any other person other than Permitted Liens that may take priority as a matter of law, and as otherwise provided in the Pari Passu Intercreditor Agreement Person (it being understood that subsequent recordings in the United States Patent and Trademark Office and the United States Copyright Office may be necessary to perfect a Lien on registered or applied for Patentstrademarks, Trademarks, or Copyrights, trademark applications and copyrights acquired by the Loan Parties after the date hereof), except for those Permitted Encumbrances that have priority in such Collateral by operation of law and except as to the Term Loan Priority Collateral, as provided in the Term Loan Intercreditor Agreement. (d) Upon the execution and delivery thereof, the Mortgages shall create in favor of the Administrative Agent, for the benefit of the Credit Parties referred to therein, a legal, valid, continuing and enforceable Lien on, and security interests in, the Real Estate Collateral Property described therein, subject to Permitted Encumbrances, the enforceability of which is subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law. Upon the filing or recording of the Mortgages with the appropriate Governmental Authorities, the Administrative Agent will have a perfected Lien on, and security interest in, to and under all right, title and interest of the grantors thereunder in all Real Estate Collateral Property that may be perfected by such filing (including, without limitation, the proceeds of such Real Estate Collateral Property), in each case prior and superior in right to any other Person, except for those Permitted Encumbrances that have priority in such Collateral by operation of law and except as to the Term Loan Priority Collateral, for the Liens of the Term Loan Agent to the extent provided in the Term Loan Intercreditor Agreement.

Security Documents. (a) The Collateral Agreement, upon execution To secure the full and delivery thereof by punctual payment when due and the parties thereto, will create in favor full and punctual performance of the Collateral Agent, for the ratable benefit obligations of the Secured Parties, a legal, valid Issuers and enforceable security interest Guarantors in respect of the Collateral Notes and this Indenture (as defined in including the Collateral Agreement) and the proceeds thereof and when financing statements or other filings in appropriate form are filed in the offices specified on Schedule 3.19(a) (or, in the case of Collateral delivered after the date hereof in accordance with the provisions of Section 5.12, in the appropriate filing officesNote Guaranties), the Lien created under Issuers and Guarantors shall, on the Issue Date: (i) enter into the Security Agreement; (ii) file, register or record all documents and instruments, including Uniform Commercial Code financing statements, required by applicable law or reasonably requested by the Trustee or the Collateral Agreement will constitute a fully perfected Lien onAgent to be filed, registered or recorded to create the Liens intended to be created by the Security Documents and to perfect such Liens to the extent required by, and security interest inwith the priority required by, the Security Documents or this Indenture (it being understood that neither the Trustee nor the Collateral Agent has any duty to make any such request); and (iii) enter into such Security Documents creating Liens on all right, title interests in assets and interest of property owned by the Loan Parties in such Collateral Issuers and Guarantors (other than Intellectual Property, as defined in the Collateral Agreement), in each case prior and superior in right Excluded Collateral) that are subject to any other person, other than Permitted Liens that may take priority as a matter of law, and as otherwise provided in Lien securing the Pari Passu Intercreditor Obligations under the Credit Agreement. (b) Upon Notwithstanding anything to the recordation contrary set forth in clause (a) or elsewhere in this Indenture or any Security Document, (i) any mortgages (and any related Security Documents) required to be granted pursuant to clause (a) on the Issue Date with respect to real property securing obligations under the Credit Agreement on the Issue Date shall be granted as soon as commercially reasonable following the Issue Date, but in no event later than 90 days following the Issue Date and (ii) any Collateral required to be perfected on the Issue Date (other than to the extent perfection may be achieved by the filing of a financing statement under the Uniform Commercial Code) shall be perfected as soon as commercially reasonable following the Issue Date, but in no event later than 90 days following the Issue Date. In addition, no Issuer or Guarantor shall be required (A) to take steps to perfect the security interest in Excluded Accounts, (B) to take steps to perfect the security interests in property and assets (other than deposit, securities and commodities accounts) requiring perfection through control agreements to the extent a security interest therein cannot be perfected by the filing of a financing statement under the Uniform Commercial Code of any applicable jurisdiction, (C) to take steps to perfect the security interests granted by the Security Documents by indicating such security interest on the certificate of title for any motor vehicle asset or other asset that is covered by a certificate of title, (D) to take steps to perfect the security interest in letter of credit rights (other than the filing a financing statement under the Uniform Commercial Code of any applicable jurisdiction to the extent such security interest can be perfected by such filing), (E) to seek any third party consent, (F) to perfect the security interest in any commercial tort claims, (G) to perfect (or perfect by a particular method) the security interest in any asset or property to the extent that the First Lien Collateral Agent does not require such Lien to be perfected (or perfected by such particular method) under the Credit Agreement and (viii) to create or perfect security interests in particular assets if, and for so long as, the creation or perfection of such security interests would require a foreign law governed security or pledge agreement. (c) Each Holder, by accepting a Note, consents and agrees to the terms of the Collateral Agreement Security Documents entered into on the Issue Date or from time to time thereafter (or a short-form security agreement in form including the provisions providing for the possession, use, release and substance reasonably satisfactory foreclosure of Collateral) as each may be amended from time to the Borrower and the Administrative Agent) with the United States Patent and Trademark Office and the United States Copyright Office, together with the financing statements or such other filings in appropriate form filed in the offices specified on Schedule 3.19(a) (or, in the case of Collateral delivered after the date hereof time in accordance with the provisions of Section 5.12, in the appropriate filing offices)their terms and this Indenture, the Security Documents, the First Lien/Second Lien created under the Collateral Intercreditor Agreement shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in Patents and Trademarks (as each term is defined in the Collateral Agreement) registered or applied for with the United States Patent and Trademark Office or Copyrights (as defined in the Collateral Agreement) registered or applied for with the United States Copyright Office, as the case may be, in each case prior and superior in right to any other person other than Permitted Liens that may take priority as a matter of law, and as otherwise provided in the Pari Passu Second Lien Intercreditor Agreement Agreement. (it being understood that subsequent recordings d) Each Holder, by accepting the Notes, is deemed to acknowledge that, as more fully set forth in the United States Patent and Trademark Office Security Documents, the Collateral as now or hereafter constituted shall be for the benefit of all the Holders, the Collateral Agent, the Trustee and the United States Copyright Office other secured parties described in the Security Documents, and that the Lien granted in the Security Documents relating to the Notes in respect of the Trustee, the Collateral Agent, the Holders and such other secured parties is subject to and qualified and limited in all respects by the Security Documents and actions that may be necessary to perfect a Lien on registered or applied for Patents, Trademarks, or Copyrights, acquired by the Loan Parties after the date hereof)taken thereunder.

Security Documents. (a) The Collateral Agreement, upon execution To secure the full and delivery thereof by punctual payment when due and the parties thereto, will create in favor full and punctual performance of the Collateral Agent, for the ratable benefit obligations of the Secured Parties, a legal, valid Issuers and enforceable security interest Guarantors in respect of the Collateral Notes and this Indenture (as defined in including the Collateral Agreement) and the proceeds thereof and when financing statements or other filings in appropriate form are filed in the offices specified on Schedule 3.19(a) (or, in the case of Collateral delivered after the date hereof in accordance with the provisions of Section 5.12, in the appropriate filing officesNote Guaranties), the Lien created under Issuers and Guarantors shall, on the Issue Date: (i) enter into the Security Agreement; (ii) file, register or record all documents and instruments, including Uniform Commercial Code financing statements, required by applicable law or reasonably requested by the Trustee or the Collateral Agreement will constitute a fully perfected Lien onAgent to be filed, registered or recorded to create the Liens intended to be created by the Security Documents and to perfect such Liens to the extent required by, and security interest inwith the priority required by, the Security Documents or this Indenture (it being understood that neither the Trustee nor the Collateral Agent has any duty to make any such request); and (iii) enter into such Security Documents creating Liens on all right, title interests in assets and interest of property owned by the Loan Parties in such Collateral Issuers and Guarantors (other than Intellectual Property, as defined in the Collateral Agreement), in each case prior and superior in right Excluded Collateral) that are subject to any other person, other than Permitted Liens that may take priority as a matter of law, and as otherwise provided in Lien securing the Pari Passu Intercreditor Obligations under the Credit Agreement. (b) Upon Notwithstanding anything to the recordation contrary set forth in clause (a) or elsewhere in this Indenture or any Security Document, (i) any mortgages (and any related Security Documents) required to be granted pursuant to clause (a) on the Issue Date with respect to real property securing obligations under the Credit Agreement on the Issue Date shall be granted as soon as commercially reasonable following the Issue Date, but in no event later than 90 days following the Issue Date and (ii) any Collateral required to be perfected on the Issue Date (other than to the extent perfection may be achieved by the filing of a financing statement under the Uniform Commercial Code) shall be perfected as soon as commercially reasonable following the Issue Date, but in no event later than 90 days following the Issue Date. In addition, no Issuer or Guarantor shall be required (A) to take steps to perfect the security interest in Excluded Accounts, (B) to take steps to perfect the security interests in property and assets (other than deposit, securities and commodities accounts) requiring perfection through control agreements to the extent a security interest therein cannot be perfected by the filing of a financing statement under the Uniform Commercial Code of any applicable jurisdiction, (C) to take steps to perfect the security interests granted by the Security Documents by indicating such security interest on the certificate of title for any motor vehicle asset or other asset that is covered by a certificate of title, (D) to take steps to perfect the security interest in letter of credit rights (other than the filing a financing statement under the Uniform Commercial Code of any applicable jurisdiction to the extent such security interest can be perfected by such filing), (E) to seek any third party consent, (F) to perfect the security interest in any commercial tort claims, (G) to perfect the security interest in any asset or property to the extent that the First Lien Collateral Agent does not require such Lien to be perfected under the Credit Agreement and (viii) to create or perfect security interests in particular assets if, and for so long as, the creation or perfection of such security interests would require a foreign law governed security or pledge agreement. (c) Each Holder, by accepting a Note, consents and agrees to the terms of the Collateral Agreement Security Documents entered into on the Issue Date or from time to time thereafter (or a short-form security agreement in form including the provisions providing for the possession, use, release and substance reasonably satisfactory foreclosure of Collateral) as each may be amended from time to the Borrower and the Administrative Agent) with the United States Patent and Trademark Office and the United States Copyright Office, together with the financing statements or such other filings in appropriate form filed in the offices specified on Schedule 3.19(a) (or, in the case of Collateral delivered after the date hereof time in accordance with the provisions of Section 5.12, in the appropriate filing offices)their terms and this Indenture, the Security Documents, the First Lien/Second Lien created under the Collateral Intercreditor Agreement shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in Patents and Trademarks (as each term is defined in the Collateral Agreement) registered or applied for with the United States Patent and Trademark Office or Copyrights (as defined in the Collateral Agreement) registered or applied for with the United States Copyright Office, as the case may be, in each case prior and superior in right to any other person other than Permitted Liens that may take priority as a matter of law, and as otherwise provided in the Pari Passu Second Lien Intercreditor Agreement Agreement. (it being understood that subsequent recordings d) Each Holder, by accepting the Notes, is deemed to acknowledge that, as more fully set forth in the United States Patent and Trademark Office Security Documents, the Collateral as now or hereafter constituted shall be for the benefit of all the Holders, the Collateral Agent, the Trustee and the United States Copyright Office other secured parties described in the Security Documents, and that the Lien granted in the Security Documents relating to the Notes in respect of the Trustee, the Collateral Agent, the Holders and such other secured parties is subject to and qualified and limited in all respects by the Security Documents and actions that may be necessary to perfect a Lien on registered or applied for Patents, Trademarks, or Copyrights, acquired by the Loan Parties after the date hereof)taken thereunder.

Security Documents. (a) The Guarantee and Collateral Agreement, upon execution and delivery thereof by the parties thereto, will create in favor of the Collateral Agent, for the ratable benefit of the Secured Parties, a legal, valid and enforceable security interest in the Collateral (as defined in the Guarantee and Collateral Agreement) and the proceeds thereof and (i) when the Pledged Collateral (as defined in the Guarantee and Collateral Agreement) is delivered to the collateral agent under the First Lien Guarantee and Collateral Agreement (who will hold such Pledged Collateral as bailee for perfection for the Collateral Agent), the Lien created under Guarantee and Collateral Agreement shall constitute a fully perfected second priority Lien on, and security interest in, all right, title and interest of the Loan Parties in such Pledged Collateral, in each case prior and superior in right to any other person other than, pursuant to the terms of the First Lien Guarantee and Collateral Agreement and the First Lien Intercreditor Agreement, the First Lien Secured Parties (as defined in the First Lien Intercreditor Agreement), and (ii) when financing statements or other filings in appropriate form are filed in the offices specified on Schedule 3.19(a) (or, in the case of Collateral delivered after the date hereof in accordance with the provisions of Section 5.12, in the appropriate filing offices), the Lien created under the Guarantee and Collateral Agreement will constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral (other than Intellectual Property, as defined in the Guarantee and Collateral Agreement), in each case prior and superior in right to any other person, other than Permitted with respect to Liens that may take priority as a matter of law, and as otherwise provided in the Pari Passu Intercreditor Agreementexpressly permitted by Section 6.02. (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 Administrative Collateral Agent) with the United States Patent and Trademark Office and the United States Copyright Office, together with the financing statements or such other filings in appropriate form filed in the offices specified on Schedule 3.19(a) (or, in the case of Collateral delivered after the date hereof in accordance with the provisions of Section 5.12, in the appropriate filing offices), the Lien created under the Guarantee and Collateral Agreement shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in Patents and Trademarks (as each term is defined in the Collateral Agreement) registered or applied for with the United States Patent and Trademark Office or Copyrights Intellectual Property (as defined in the Guarantee and Collateral Agreement) registered or applied for with in which a security interest may be perfected by filing in the United States Copyright Office, as the case may beand its territories and possessions, in each case prior and superior in right to any other person other than Permitted Liens that may take priority than, pursuant to the terms of the First Lien Guarantee and Collateral Agreement and the First Lien Intercreditor Agreement, the First Lien Secured Parties (as a matter of law, and as otherwise provided defined in the Pari Passu First Lien Intercreditor Agreement Agreement) (it being understood that subsequent recordings in the United States Patent and Trademark Office and the United States Copyright Office may be necessary to perfect a Lien on registered or applied for Patentstrademarks and patents, Trademarks, or Copyrights, trademark and patent applications and registered copyrights acquired by the Loan Parties after the date hereof). (c) The Mortgages are effective to create in favor of the Collateral Agent, for the ratable benefit of the Secured Parties, a legal, valid and enforceable Lien on all of the Loan Parties’ right, title and interest in and to the Mortgaged Property thereunder and the proceeds thereof, and when the Mortgages are filed in the offices specified on Schedule 3.19(c), the Mortgages shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties 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 the rights of persons pursuant to Liens expressly permitted by Section 6.02 and, pursuant to the terms of the First Lien Intercreditor Agreement, the First Lien Secured Parties (as defined in the First Lien Intercreditor Agreement); provided that, until the 30th day after the Closing Date (as such period may be extended by the Administrative Agent in its discretion), Mortgages shall not be required to be effective with respect to Mortgaged Property with respect to which it is indicated on Schedule 1.01(c) that Mortgages will be completed after the Closing Date.

Security Documents. (a) The Collateral AgreementUpon entry of the Interim Financing Order, upon execution and delivery thereof by the parties thereto, Security Agreement (together with the Interim Financing Order) will create in favor of the Collateral Agent, for the ratable benefit of the Secured PartiesParties referred to therein, a legal, valid valid, continuing and enforceable security interest in the Collateral (as defined in the Collateral Security Agreement) ). Upon entry of the Interim Financing Order (and the proceeds thereof and when financing statements or other filings in appropriate form are filed in subsequent entry of the offices specified on Schedule 3.19(a) (or, in the case of Collateral delivered after the date hereof in accordance with the provisions of Section 5.12, in the appropriate filing officesFinal Financing Order), the Agent will have a perfected Lien created on, and security interest in, to and under all right, title and -77- interest of the grantors thereunder in all Collateral that may be perfected by filing, recording or registering a financing statement or analogous document or by obtaining control under the UCC (including without limitation the proceeds of such Collateral Agreement will constitute subject to the limitations relating to such proceeds in the UCC), which, in all cases, shall be prior and superior in right to any other Person, subject to the Carve-Out and Permitted Prior Liens, and the Intercreditor Agreement. Assuming the entry of the Interim Financing Order, filings of UCC-1 financing statements and/or the obtaining of “control” (as defined in the UCC) of Collateral is not required to create or perfect a legal, valid, continuing and enforceable security interest in the Collateral. (b) Subject to the entry of the Interim Financing Order and the Final Financing Order, as applicable, the Agent shall have a fully perfected Lien on, and security interest in, all right, title and interest of the applicable Loan Parties in such Collateral the Intellectual Property (other than Intellectual Property, as defined in the Collateral Security Agreement)) in which a security interest may be perfected by filings of UCC-1 financing statements and/or filing, recording or registering a security agreement, financing statement or analogous document in the United States Patent and Trademark Office or the United States Copyright Office, as applicable, in each case case, prior and superior in right to any other personPerson, other than Permitted Liens that may take priority as a matter of law, and as otherwise provided in the Pari Passu Intercreditor Agreement. (b) Upon the recordation of the Collateral Agreement (or a short-form security agreement in form and substance reasonably satisfactory subject to the Borrower Carve-Out and Permitted Prior Liens and the Administrative Agent) with the United States Patent and Trademark Office and the United States Copyright Office, together with the financing statements or such other filings in appropriate form filed in the offices specified on Schedule 3.19(a) (or, in the case of Collateral delivered after the date hereof in accordance with the provisions of Section 5.12, in the appropriate filing offices), the Lien created under the Collateral Agreement shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in Patents and Trademarks (as each term is defined in the Collateral Agreement) registered or applied for with the United States Patent and Trademark Office or Copyrights (as defined in the Collateral Agreement) registered or applied for with the United States Copyright Office, as the case may be, in each case prior and superior in right to any other person other than Permitted Liens that may take priority as a matter of law, and as otherwise provided in the Pari Passu Intercreditor Agreement (it being understood that the Agent may request subsequent recordings in the United States Patent and Trademark Office and the United States Copyright Office may be necessary to perfect a Lien reflect the Liens on registered or applied for Patentstrademarks, Trademarks, or Copyrights, trademark applications and copyrights acquired by the Loan Parties after the date hereofClosing Date).

Security Documents. (a) The provisions of the Guaranty and Collateral Agreement, upon execution and delivery thereof by the parties thereto, will Agreement are effective to create in favor of the Collateral Agent, Agent for the ratable benefit of the Secured Parties, Creditors a legal, valid and enforceable security interest in the Collateral (as defined in the Collateral Agreement) and the proceeds thereof and when financing statements or other filings in appropriate form are filed in the offices specified on Schedule 3.19(a) (or, in the case of Collateral delivered after the date hereof in accordance with the provisions of Section 5.12, in the appropriate filing offices), the Lien created under the Collateral Agreement will constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Credit Parties in such Collateral (other than Intellectual Property, as defined in the Collateral described therein, and the Collateral Agent, for the benefit of the Secured Creditors, has a fully perfected security interest in all right, title and interest in all of the Collateral described therein, subject to no other Liens other than Permitted Liens. The recordation of (i) the Grant of Security Interest in U.S. Patents and (ii) the Grant of Security Interest in U.S. Trademarks in the respective form attached to the Guaranty and Collateral Agreement), in each case prior in the United States Patent and superior Trademark Office, together with filings on Form UCC-1 made pursuant to the Guaranty and Collateral Agreement, creates, to the extent as may be perfected by such filings and recordation, a perfected security interest in right to any other person, other than Permitted Liens that may take priority as a matter of lawthe United States trademarks and patents covered by the Guaranty and Collateral Agreement, and as otherwise provided the recordation of the Grant of Security Interest in U.S. Copyrights in the Pari Passu Intercreditor form attached to the Guaranty and Collateral Agreement with the United States Copyright Office, together with filings on Form UCC-1 made pursuant to the Guaranty and Collateral Agreement, creates, to the extent as may be perfected by such filings and recordation, a perfected security interest in the United States copyrights covered by the Guaranty and Collateral Agreement. (b) Upon the recordation execution and delivery thereof, each Mortgage will create, as security for the obligations purported to be secured thereby, a valid and enforceable perfected security interest in and mortgage lien on the respective Mortgaged Property in favor of the Collateral Agreement Agent (or a short-form security agreement in form and substance reasonably satisfactory to the Borrower and the Administrative Agent) with the United States Patent and Trademark Office and the United States Copyright Office, together with the financing statements or such other filings in appropriate form filed in trustee as may be required or desired under local law) for the offices specified on Schedule 3.19(a) benefit of the Secured Creditors, superior and prior to the rights of all third Persons (or, in except that the case of Collateral delivered after the date hereof in accordance with the provisions of Section 5.12, in the appropriate filing offices), the Lien created under the Collateral Agreement shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of mortgage lien created on such Mortgaged Property may be subject to the Loan Parties in Patents Permitted Encumbrances related thereto) and Trademarks subject to no other Liens (as each term is defined in the Collateral Agreement) registered or applied for with the United States Patent and Trademark Office or Copyrights (as defined in the Collateral Agreement) registered or applied for with the United States Copyright Office, as the case may be, in each case prior and superior in right to any other person other than Permitted Liens that may take priority as a matter of law, and as otherwise provided in the Pari Passu Intercreditor Agreement (it being understood that subsequent recordings in the United States Patent and Trademark Office and the United States Copyright Office may be necessary to perfect a Lien on registered or applied for Patents, Trademarks, or Copyrights, acquired by the Loan Parties after the date hereofEncumbrances related thereto).

Security Documents. (a) The Guarantee and Collateral Agreement, upon execution and delivery thereof by the parties thereto, will create in favor of the Collateral Agent, for the ratable benefit of the Secured Parties, a legal, valid and enforceable security interest in the Collateral (as defined in the Guarantee and Collateral Agreement) and the proceeds thereof and (i) when the Pledged Collateral (as defined in the Guarantee and Collateral Agreement) is delivered to the Collateral Agent, the Lien created under Guarantee and 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 case prior and superior in right to any other person, and (ii) when financing statements or other filings in appropriate form are filed in the offices specified on Schedule 3.19(a) (or, in the case of Collateral delivered after the date hereof in accordance with the provisions of Section 5.12, in the appropriate filing offices), the Lien created under the Guarantee and Collateral Agreement will constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral (other than Intellectual Property, as defined in the Guarantee and Collateral Agreement)) in which such Lien and security interest may be perfected by filing, recording or registration in the United States, in each case prior and superior in right to any other person, other than Permitted with respect to Liens that may take priority as a matter of law, and as otherwise provided in the Pari Passu Intercreditor Agreementexpressly permitted by Section 6.02. (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 Administrative Collateral Agent) with the United States Patent and Trademark Office and the United States Copyright Office, together with the financing statements or such other filings in appropriate form filed in the offices specified on Schedule 3.19(a) (or, in the case of Collateral delivered after the date hereof in accordance with the provisions of Section 5.12, in the appropriate filing offices), the Lien created under the Guarantee and Collateral Agreement shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in Patents and Trademarks (as each term is defined in the Collateral Agreement) registered or applied for with the United States Patent and Trademark Office or Copyrights Intellectual Property (as defined in the Guarantee and Collateral Agreement) registered or applied for with in which a security interest may be perfected by filing in the United States Copyright Office, as the case may beand its territories and possessions, in each case prior and superior in right to any other person other than Permitted Liens that may take priority as a matter of law, and as otherwise provided in the Pari Passu Intercreditor Agreement (it being understood that subsequent recordings in the United States Patent and Trademark Office and the United States Copyright Office may be necessary to perfect a Lien on registered or applied for Patentstrademarks and patents, Trademarks, or Copyrights, trademark and patent applications and registered copyrights acquired by the Loan Parties after the date hereof). (c) The Mortgages are effective to create in favor of the Collateral Agent, for the ratable benefit of the Secured Parties, a legal, valid and enforceable Lien on all of the Loan Parties’ right, title and interest in and to the Mortgaged Property thereunder and the proceeds thereof, and when the Mortgages are filed in the offices specified on Schedule 3.19(c), the Mortgages shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties 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 the rights of persons pursuant to Liens expressly permitted by Section 6.02.

Security Documents. (a) The Collateral Agreement, upon execution and delivery thereof by the parties thereto, will create in favor of the Collateral Agent, for the ratable benefit of the Secured Parties, a legal, valid and enforceable security interest in the Collateral (as defined in the Collateral Agreement) and the proceeds thereof thereof, and (i) assuming the Collateral Agent maintains possession of the Pledged Collateral (as defined in the Collateral Agreement), the Lien created under 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 case prior and superior in right to any other person, and (ii) when financing statements or other filings in appropriate form are filed in the offices specified on Schedule 3.19(a) (or, in the case of Collateral delivered after the date hereof in accordance with the provisions of Section 5.12, in the appropriate filing offices3.18(a), the Lien created under the Collateral Agreement will constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral (other than Intellectual Property, as defined in the Collateral Agreement), in each case prior and superior in right to any other person, other than Permitted with respect to Liens that may take priority as a matter of law, and as otherwise provided in the Pari Passu Intercreditor Agreementexpressly permitted by Section 6.02. (b) Upon the recordation of the Collateral Agreement (or a short-form security agreement in form and substance reasonably satisfactory to the Borrower and the Administrative Collateral Agent) with the United States Patent and Trademark Office and the United States Copyright Office, together with the financing statements or such other filings in appropriate form filed in the offices specified on Schedule 3.19(a) (or, in the case of Collateral delivered after the date hereof in accordance with the provisions of Section 5.12, in the appropriate filing offices3.18(a), the any Lien created under the Collateral Agreement shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in Patents and Trademarks (as each term is defined in the Collateral Agreement) registered or applied for with the United States Patent and Trademark Office or Copyrights Intellectual Property (as defined in the Collateral Agreement) registered or applied for with in which a security interest may be perfected by filing in the United States Copyright Office, as the case may beand its territories and possessions, in each case prior and superior in right to any other person other than Permitted Liens that may take priority as a matter of law, and as otherwise provided in the Pari Passu Intercreditor Agreement (it being understood that subsequent recordings in the United States Patent and Trademark Office and the United States Copyright Office may be necessary to perfect a Lien on registered or applied for Patentstrademarks and patents, Trademarks, or Copyrights, trademark and patent applications and registered copyrights acquired by the Loan Parties after the date hereof).

Security Documents. (a) The U.S. Guarantee and Collateral Agreement, upon execution and delivery thereof by the parties thereto, will create in favor of the U.S. Collateral Agent, for the ratable benefit of the Secured Parties, a legal, valid and enforceable security interest in the U.S. Collateral (as defined in the Collateral Agreement) and the proceeds thereof and (i) when the U.S. Pledged Collateral required to be delivered on the Closing Date to the U.S. Collateral Agent under the U.S. Guarantee and Collateral Agreement is delivered to the U.S. Collateral Agent, the Lien created under the U.S. Guarantee and 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 U.S. Pledged Collateral, in each case prior and superior in right to any other person, and (ii) when financing statements or other filings in appropriate form are filed and maintained in the offices specified on Schedule 3.19(a) (orand, in with respect to Holdings as to the case of U.S. Guarantee and Collateral delivered after the date hereof in accordance Agreement, filed with the provisions Registrar of Section 5.12, Companies in the appropriate filing offices)Bermuda, the Lien created under the U.S. Guarantee and Collateral Agreement will constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties as of the Closing Date in such U.S. Collateral to the extent that a security interest in such U.S. Collateral may be perfected by such filing (other than Intellectual Property, as defined in the U.S. Guarantee and Collateral Agreement), in each case prior and superior in right to any other person, other than Permitted with respect to Liens that may take priority as a matter of law, and as otherwise provided in the Pari Passu Intercreditor Agreementexpressly permitted by Section 6.02. (b) Upon the recordation of the U.S. Guarantee and Collateral Agreement (or a short-form security agreement in form and substance reasonably satisfactory to the Borrower and the Administrative Agent) with the United States Patent and Trademark Office and the United States Copyright Office, together with the financing statements or such other filings in appropriate form filed in the offices specified on Schedule 3.19(a) (or, in the case of Collateral delivered after the date hereof in accordance with the provisions of Section 5.12, in the appropriate filing offices), the Lien created under the U.S. Guarantee and Collateral Agreement shall constitute provide for a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in Patents and Trademarks (as each term is defined in the Collateral Agreement) registered or applied for with the United States Patent and Trademark Office or Copyrights Intellectual Property (as defined in the U.S. Guarantee and Collateral Agreement) registered or applied for with in which a security interest may be perfected by filing in the United States Copyright Office, as the case may beand its territories and possessions, in each case prior and superior in right to any other person person, other than Permitted with respect to Liens that may take priority as a matter of law, and as otherwise provided in the Pari Passu Intercreditor Agreement expressly permitted by Section 6.02 (it being understood that subsequent recordings in the United States Patent and Trademark Office and the United States Copyright Office may be necessary to perfect a Lien on registered or applied for Patentstrademarks, Trademarks, or Copyrights, trademark applications and copyrights acquired by the Loan Parties after the date hereof). (c) The Mortgages are effective to create in favor of the U.S. Collateral Agent, for the ratable benefit of the Secured Parties, a legal, valid and enforceable Lien on all of the Loan Parties’ right, title and interest in and to the Mortgaged Property thereunder and the proceeds thereof, and when the Mortgages are filed in the offices specified on Schedule 3.19(c), the Lien created under the Mortgages delivered on the Closing Date shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties 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 the rights of persons pursuant to Liens expressly permitted by Section 6.02. (d) The European Pledge Agreements, upon execution and delivery thereof by the parties thereto, will create in favor of the European Collateral Agent, for the ratable benefit of the European Secured Parties, a legal, valid and enforceable security interest in the European Pledged Collateral described therein and the proceeds thereof and when the European Pledged Collateral is delivered to the European Collateral Agent and the European Pledge Agreements are filed in the offices specified on Schedule 3.19(b), or other appropriate instruments are filed or other actions are taken, all as described on Schedule 3.19(b), the Lien created under the applicable European Pledge Agreement shall provide for a fully perfected first priority Lien on, and security interest in, all right, title and interest of the applicable Loan Parties in such European Pledged Collateral as of the Closing Date, in each case prior and superior in right to any other person, other than with respect to Liens expressly permitted by Section 6.02.

Security Documents. (a) The Guarantee and Collateral AgreementAgreement is, upon execution and delivery thereof by each of the parties thereto, will other Security Documents (other than the Mortgages) are effective to create in favor of the Collateral Agent, for the ratable benefit of the Secured Parties, a legal, valid and enforceable (except as enforceability may be limited by bankruptcy, insolvency, moratorium, reorganization or other similar laws affecting creditor's rights generally and except as enforceability may be limited by general principals of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law)) security interest in the Collateral (as defined in the Guarantee and Collateral Agreement) Agreement and including any assets acquired with the proceeds thereof of any Incremental Term Loan) and, when (1) the stock certificates or other certificates representing the certificated Pledged Stock and when Intercompany Notes (together with the appropriate stock powers or other appropriate transfer forms for such certificates executed in blank) is delivered to the Collateral Agent (ii) financing statements statements, releases or other filings specified on Schedule 3 of the Guarantee and Collateral Agreement or specified in appropriate form the applicable Security Documents are or have been filed or recorded (iii) other actions specified in Schedule 3 of the Guarantee and Collateral Agreement or specified in the applicable Security Documents are taken and (iv) for so long as the Collateral Agent remains in possession of such Collateral, the security interest created by the Guarantee and Collateral Agreement shall constitute a perfected first priority security interest in all right, title and interest of the pledgor thereunder in such Collateral, in each case prior and superior in right to any other person. (b) Each of the Mortgages is effective to create in favor of the Collateral Agent, for the benefit of the Secured Parties, a legal, valid and enforceable Lien on the Mortgaged Properties described therein and, when or if the Mortgages or related fixture filings are or have been filed in the offices specified on Schedule 3.19(a) (ortherein, in the case of Collateral delivered after the date hereof in accordance with the provisions of Section 5.12, in the appropriate filing offices)each such Mortgage shall, the Lien security interest created under by the Guarantee and Collateral Agreement will shall constitute a fully perfected Lien on, and security interest in, in all right, title and interest of the Loan Parties in the Mortgaged Properties encumbered by such Collateral Mortgages, as security for the Obligations (other than Intellectual Property, as defined in the Collateral Agreementrelevant Mortgage), in each case prior and superior in right to any other person, other than Permitted with respect to Liens that may take priority as a matter of law, and as otherwise provided in the Pari Passu Intercreditor Agreementpermitted by Section 6.04. (bc) Upon Notwithstanding the recordation foregoing, the representations and warranties set forth in this Section 3.18 shall not be required to be made with respect to any item of the property unless and until such item of property becomes Collateral Agreement (or under a short-form security agreement in form and substance reasonably satisfactory to the Borrower and the Administrative Agent) with the United States Patent and Trademark Office and the United States Copyright Office, together with the financing statements or such other filings in appropriate form filed in the offices specified on Schedule 3.19(a) (or, in the case of Collateral delivered after the date hereof Security Document in accordance with the provisions of Section 5.12, in the appropriate filing offices), the Lien created under the Collateral Agreement shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in Patents and Trademarks (as each term is defined in the Collateral this Agreement) registered or applied for with the United States Patent and Trademark Office or Copyrights (as defined in the Collateral Agreement) registered or applied for with the United States Copyright Office, as the case may be, in each case prior and superior in right to any other person other than Permitted Liens that may take priority as a matter of law, and as otherwise provided in the Pari Passu Intercreditor Agreement (it being understood that subsequent recordings in the United States Patent and Trademark Office and the United States Copyright Office may be necessary to perfect a Lien on registered or applied for Patents, Trademarks, or Copyrights, acquired by the Loan Parties after the date hereof).

Security Documents. (a) The Collateral Agreement, upon execution and delivery thereof by the parties thereto, will create Security Agreement creates in favor of the Collateral Agent, for the ratable benefit of the Secured PartiesParties referred to therein, a legal, valid valid, continuing and enforceable security interest in the Collateral (as defined in the Security Agreement), the enforceability of which is subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law. The financing statements, releases and other filings are in appropriate form and have been or will be filed in the offices specified in the -107- Perfection Certificate. Upon such filings and/or the obtaining of “control” (as defined in the UCC), the Collateral AgreementAgent will have a perfected Lien on, and security interest in, to and under all right, title and interest of the grantors thereunder in all Collateral that may be perfected by filing, recording or registering a financing statement or analogous document (including without limitation the proceeds of such Collateral subject to the limitations relating to such proceeds in the UCC) or by obtaining control, under the UCC (in effect on the date this representation is made) in each case prior and superior in right to any other Person (other than Permitted Encumbrances having priority by operation of law and, with respect to ABL Term Priority Collateral, Permitted Encumbrances described in clause (p) of the definition of such term). (b) When the Security Agreement (or a short form thereof) is filed in the United States Patent and Trademark Office and the proceeds thereof United States Copyright Office and when financing statements or statements, releases and other filings in appropriate form are filed in the offices specified on in Schedule 3.19(a) (or, in II of the case of Collateral delivered after the date hereof in accordance with the provisions of Section 5.12, in the appropriate filing offices)Security Agreement, the Lien created under the Collateral Agreement will constitute Agent shall have a fully perfected Lien on, and security interest in, all right, title and interest of the applicable Loan Parties in such Collateral the Intellectual Property (other than Intellectual Property, as defined in the Collateral Security Agreement)) in which a security interest may be perfected by filing, recording or registering a security agreement, financing statement or analogous document in the United States Patent and Trademark Office or the United States Copyright Office, as applicable, in each case prior and superior in right to any other person, Person (other than Permitted Liens that may take Encumbrances having priority as a matter by operation of lawlaw and, and as otherwise provided with respect to ABL Term Priority Collateral, Permitted Encumbrances described in the Pari Passu Intercreditor Agreement. clause (bp) Upon the recordation of the Collateral Agreement (or a short-form security agreement in form and substance reasonably satisfactory to the Borrower and the Administrative Agentdefinition of such term) with the United States Patent and Trademark Office and the United States Copyright Office, together with the financing statements or such other filings in appropriate form filed in the offices specified on Schedule 3.19(a) (or, in the case of Collateral delivered after the date hereof in accordance with the provisions of Section 5.12, in the appropriate filing offices), the Lien created under the Collateral Agreement shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in Patents and Trademarks (as each term is defined in the Collateral Agreement) registered or applied for with the United States Patent and Trademark Office or Copyrights (as defined in the Collateral Agreement) registered or applied for with the United States Copyright Office, as the case may be, in each case prior and superior in right to any other person other than Permitted Liens that may take priority as a matter of law, and as otherwise provided in the Pari Passu Intercreditor Agreement (it being understood that subsequent recordings in the United States Patent and Trademark Office and the United States Copyright Office may be necessary to perfect a Lien on registered or applied for Patentstrademarks, Trademarks, or Copyrights, trademark applications and copyrights acquired by the Loan Parties after the date hereofSecond Amendment Effective Date).

Security Documents. (a) The Collateral Agreement, upon execution and delivery thereof by provisions of the parties thereto, will Security Agreement are effective to create in favor of the Collateral Agent, Agent for the ratable benefit of the Secured Parties, Creditors a legal, valid and enforceable security interest in the Collateral (as defined in the Collateral Agreement) and the proceeds thereof and when financing statements or other filings in appropriate form are filed in the offices specified on Schedule 3.19(a) (or, in the case of Collateral delivered after the date hereof in accordance with the provisions of Section 5.12, in the appropriate filing offices), the Lien created under the Collateral Agreement will constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Credit Parties in the Security Agreement Collateral described therein, and the Collateral Agent, for the benefit of the Secured Creditors, has (or within 30 days following the Closing Date (or within such longer period as the Collateral Agent may agree in its sole discretion) or, if later, upon the effectiveness of the recordings described herein will have) a fully perfected security interest in all right, title and interest in all of the Security Agreement Collateral described therein to the extent required thereunder (other than Intellectual Property, (i) any Security Agreement Collateral consisting of cash not contained in a deposit account or securities account not subject to the “control” (as defined under the UCC) of the Collateral Agent and (ii) any Security Agreement Collateral consisting of deposit accounts not subject to the “control” (as defined under the UCC) of the Collateral Agent), subject to no other Liens other than Permitted Liens. The recordation of (x) the Grant of Security Interest in U.S. Patents, if applicable and (y) the Grant of Security Interest in U.S. Trademarks, if applicable, in the Collateral respective form attached to the Security Agreement), in each case prior and superior in right to any other person, other than Permitted Liens that may take priority as a matter of law, and as otherwise provided in the Pari Passu Intercreditor Agreement. (b) Upon the recordation of the Collateral Agreement (or a short-form security agreement in form and substance reasonably satisfactory to the Borrower and the Administrative Agent) with the United States Patent and Trademark Office Office, together with filings on Form UCC-1 made pursuant to the Security Agreement, will create, as may be perfected by such filings and recordation, a perfected security interest in the United States trademarks and patents covered by the Security Agreement, and the recordation of the Grant of Security Interest in U.S. Copyrights, if applicable, in the form attached to the Security Agreement with the United States Copyright Office, together with filings on Form UCC-1 made pursuant to the financing statements or Security Agreement, will create, as may be perfected by such filings and recordation, a perfected security interest in the United States copyrights covered by the Security Agreement. (b) The security interests created under the Pledge Agreement in favor of the Collateral Agent, as Pledgee, for the benefit of the Secured Creditors, constitute perfected security interests in the Pledge Agreement Collateral described in the Pledge Agreement, subject to no security interests of any other filings Person, other than subordinated liens in appropriate form filed favor of the collateral agent under the Second Lien Credit Agreement. (c) After the execution, delivery and recordation thereof, in the offices specified on Schedule 3.19(a) (3.11(c), or, in the case of Collateral if delivered after the date hereof in accordance with the provisions of pursuant to Section 5.12, in the appropriate filing offices)recording office specified by Borrower, each Mortgage will create, as security for the Lien created under the Collateral Agreement shall constitute obligations purported to be secured thereby, a fully valid and enforceable perfected Lien on, and security interest in, in and mortgage lien on all right, title and interest of the Loan Credit Parties in Patents and Trademarks to the respective Mortgaged Property (as each term is defined to the extent such Mortgaged Property constitutes real property or any interest in real property) in favor of the Collateral AgreementAgent (or such other trustee as may be required or desired under local law) registered or applied for with the United States Patent benefit of the Secured Creditors, superior and Trademark Office or Copyrights prior to the rights of all third Persons (as defined in except that the Collateral Agreementsecurity interest and mortgage lien created on such Mortgaged Property may be subject to the Permitted Encumbrances related thereto) registered or applied for with the United States Copyright Office, as the case may be, in each case prior and superior in right subject to any no other person Liens (other than Permitted Liens that may take priority as a matter of law, and as otherwise provided in the Pari Passu Intercreditor Agreement (it being understood that subsequent recordings in the United States Patent and Trademark Office and the United States Copyright Office may be necessary to perfect a Lien on registered or applied for Patents, Trademarks, or Copyrights, acquired by the Loan Parties after the date hereofEncumbrances related thereto).

Security Documents. (a) The Collateral Agreement, upon execution and delivery thereof by the parties thereto, will Pledge Agreement is effective to create in favor of the Collateral Agent, for the ratable benefit of the Secured Parties, a legal, valid and enforceable security interest in the Collateral (as defined in the Collateral Pledge Agreement) and and, when the proceeds thereof and when financing statements Collateral is delivered to the Collateral Agent (or other filings in appropriate form are filed in the offices specified on Schedule 3.19(a) (or, in the case of Collateral delivered after Foreign Subsidiaries in Germany, the date hereof in accordance Netherlands and the United Kingdom, when pledge agreements complying with the provisions of Section 5.12, in the appropriate filing officesapplicable foreign laws are executed and delivered), the Lien created under the Collateral Pledge Agreement will shall constitute a fully perfected first priority Lien on, and security interest in, all right, title and interest of the Loan Parties pledgors thereunder in such Collateral (other than Intellectual Property, as defined in the Collateral Agreement)Collateral, in each case prior and superior in right to any other person, other than Permitted Liens that may take priority as a matter of law, and as otherwise provided in the Pari Passu Intercreditor Agreement. (b) Upon the recordation The Security Agreement is effective to create in favor of the Collateral Agreement Agent, for the ratable benefit of the Secured Parties, a legal, valid and enforceable security interest in the Collateral (or a short-form security agreement as defined in form and substance reasonably satisfactory to the Borrower and the Administrative AgentSecurity Agreement) with the United States Patent and Trademark Office and the United States Copyright Officeand, together with the when financing statements or such other filings in appropriate form are filed in the offices specified on Schedule 3.19(a) (or, in 6 to the case of Collateral delivered after the date hereof in accordance with the provisions of Section 5.12, in the appropriate filing offices)Perfection Certificate, the Lien created under the Collateral Security Agreement shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties grantors thereunder in Patents and Trademarks such Collateral (other than the Intellectual Property, as each term is defined in the Collateral Security Agreement), in each case prior and superior in right to any other person, other than with respect to Liens expressly permitted by Section 6.02. (c) registered or applied for with When the Security Agreement is filed in the United States Patent and Trademark Office or Copyrights (as defined in the Collateral Agreement) registered or applied for with and the United States Copyright Office, the Security Agreement shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the grantors thereunder in the Intellectual Property (as defined in the case may beSecurity Agreement), in each case prior and superior in right to any other person other than Permitted Liens that may take priority as a matter of law, and as otherwise provided in the Pari Passu Intercreditor Agreement (it being understood that subsequent recordings in the United States Patent and Trademark Office and the United States Copyright Office may be necessary to perfect a Lien lien on registered or applied for Patentstrademarks, Trademarks, or Copyrights, trademark applications and copyrights acquired by the Loan Parties grantors after the date hereof). (d) The Mortgages are effective to create in favor of the Collateral Agent, for the ratable benefit of the Secured Parties, a legal, valid and enforceable Lien on all of the Loan Parties' right, title and interest in and to the Mortgaged Property thereunder and the proceeds thereof, and when the Mortgages are filed in the appropriate offices in the jurisdictions in which the Mortgaged Properties are located the Mortgages shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties 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 the rights of persons pursuant to Liens expressly permitted by Section 6.02. (e) The UK Charge Documents are effective to create in favor of Activision a legal, valid and enforceable security interest in and charge over the personal property assets of UK Sub described therein and, when ______ are filed in _____, such UK Charge Documents shall constitute a fully perfected Lien on, and security interest on all right, title and interest of UK Sub in such personal property assets prior and superior in right to any other person.

Security Documents. (a) The Collateral Each of the French Pledge Agreements, the Japanese Pledge Agreement, upon execution and delivery thereof by the parties thereto, will Guarantee and Collateral Agreement is effective to create in favor of the Collateral Agent, for the ratable benefit of the Secured Parties, a legal, valid and enforceable security interest in the Collateral (as defined in the Guarantee and Collateral Agreement) the Pledged Stock (as defined in the French Pledge Agreements) and the proceeds thereof Shares (as defined in the Japanese Pledge Agreement), when the portion of the Collateral constituting "certificated securities" (as defined in the Uniform Commercial Code) and the Pledge Stock and the Shares are delivered to the Collateral Agent, and the terms of the French Pledge Agreements and the Japanese Pledge Agreement are complied with, a fully perfected first priority Lien on, and security interest in, all right, title and interest of the pledgor thereunder in such Collateral, Pledged Stock, and Shares in each case prior and superior in right to any other Person shall have been created. The Lenders hereby authorize the Collateral Agent to act on their behalf in connection with any disposition pursuant to Article 2.2 of the Japanese Pledge Agreement of the shares pledged thereunder. (b) The Guarantee and Collateral Agreement is effective to create in favor of the Collateral Agent, for the ratable benefit of the Secured Parties, a legal, valid and enforceable security interest in the Article 9 Collateral (as defined in the Guarantee and Collateral Agreement) in which a security interest may be created under Article 9 of New York Uniform Commercial Code and, when financing statements or other filings in appropriate form are filed in the offices specified on Schedule 3.19(a) (or6 to the Perfection Certificate, to the extent that a security interest may be perfected by filing under Article 9 of the Uniform Commercial Code in effect in the case of Collateral delivered after the date hereof in accordance with the provisions of Section 5.12, in the appropriate filing offices)States where such offices are located, the Lien created under the Guarantee and Collateral Agreement will shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties grantors thereunder in such Collateral (other than Intellectual Property, as defined in the Collateral Agreement)Collateral, in each case prior and superior in right to any other personPerson, other than Permitted with respect to Liens that may take priority as a matter of law, expressly permitted by the Guarantee and as otherwise provided in the Pari Passu Intercreditor Collateral Agreement. (bc) Upon When the recordation of the Guarantee and Collateral Agreement (or a short-form security agreement is filed and recorded in form and substance reasonably satisfactory to the Borrower and the Administrative Agent) with the United States Patent and Trademark Office and the United States Copyright Office, together with the financing statements or such other filings in appropriate form filed in the offices specified on Schedule 3.19(a) (or, in the case of Collateral delivered after the date hereof in accordance with the provisions of Section 5.12, in the appropriate filing offices), the Lien security interest created under the Collateral Agreement thereunder shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in Patents and Trademarks the Intellectual Property (as each term is defined in the Guarantee and Collateral Agreement) registered to the extent that a security interest may be perfected under applicable law by filing, recording or applied for with registering a security agreement, financing statement or analogous document in the United States Patent and Trademark Office or Copyrights (as defined in the Collateral Agreement) registered or applied for with the United States Copyright Office, as the case may beapplicable, in each case prior and superior in right to any other person Person, other than Permitted with respect to the rights of Persons pursuant to Liens that may take priority as a matter of law, expressly permitted by the Guarantee and as otherwise provided in the Pari Passu Intercreditor Collateral Agreement (it being understood that subsequent recordings in the United States Patent and Trademark Office and the United States Copyright Office may be necessary to perfect a Lien lien on registered or applied for Patentstrademarks, Trademarks, or Copyrights, trademark applications and copyrights acquired by the Loan Parties after the date hereof).

Security Documents. (a) The Collateral Agreement, upon execution and delivery thereof by provisions of the parties thereto, will Security Agreement are effective to create in favor of the Collateral Agent, Agent for the ratable benefit of the Secured Parties, Creditors a legal, valid and enforceable (except to the extent that the enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws generally affecting creditors’ rights and by equitable principles (regardless of whether enforcement is sought in equity or at law)) security interest in the Collateral (as defined in the Collateral Agreement) and the proceeds thereof and when financing statements or other filings in appropriate form are filed in the offices specified on Schedule 3.19(a) (or, in the case of Collateral delivered after the date hereof in accordance with the provisions of Section 5.12, in the appropriate filing offices), the Lien created under the Collateral Agreement will constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Credit Parties in the Security Agreement Collateral described therein, and the Collateral Agent, for the benefit of the Secured Creditors, has (or, after the filing of UCC-1 financing statements and the taking of such other actions as are required by the Security Agreement, will have) a fully perfected security interest in all right, title and interest in all of the Security Agreement Collateral described therein (if and to the extent such Security Agreement Collateral can be perfected by the actions required by the Security Agreement), subject to no other Liens other than Intellectual Property, as defined Permitted Liens. The recordation of (x) the Grant of Security Interest in U.S. Patents and (y) the Grant of Security Interest in U.S. Trademarks in the Collateral respective form attached to the Security Agreement), in each case prior and superior in right to any other person, other than Permitted Liens that may take priority as a matter of law, and as otherwise provided in the Pari Passu Intercreditor Agreement. (b) Upon the recordation of the Collateral Agreement (or a short-form security agreement in form and substance reasonably satisfactory to the Borrower and the Administrative Agent) with the United States Patent and Trademark Office Office, together with filings on Form UCC-1 made pursuant to the Security Agreement, will create, as may be perfected by such filings and recordation, a perfected security interest in the United States trademark registrations and United States patents that are part of the Security Agreement Collateral, and the recordation of the Grant of Security Interest in U.S. Copyrights in the form attached to the Security Agreement with the United States Copyright Office, together with filings on Form UCC-1 made pursuant to the financing statements or Security Agreement, will create, as may be perfected by such other filings in appropriate form filed and recordation, a perfected security interest in the offices specified on Schedule 3.19(aUnited States copyright registrations that are part of the Security Agreement Collateral. (b) (or, in the case of Collateral delivered after the date hereof in accordance with the provisions of Section 5.12, in the appropriate filing offices), the Lien The security interests created under the Collateral Pledge Agreement shall constitute a fully perfected Lien on, and security interest in, all right, title and interest in favor of the Loan Parties in Patents and Trademarks (Collateral Agent, as each term is defined Pledgee, for the benefit of the Secured Creditors, constitute perfected security interests in the Pledge Agreement Collateral described in the Pledge Agreement (if and to the extent such Pledge Agreement Collateral can be perfected by the actions required by the Pledge Agreement), subject to no security interests of any other Person (other than Permitted Liens). No filings or recordings are required in order to perfect (or maintain the perfection or priority of) registered or applied for with the United States Patent and Trademark Office or Copyrights security interests created in the Pledge Agreement Collateral constituting “certificated securities” (as defined in the Collateral UCC) under the Pledge Agreement) registered or applied for with the United States Copyright Office, so long as the case may be, in each case prior and superior in right to any other person other than Permitted Liens that may take priority as a matter of law, and as otherwise Collateral Agent (or designated agent thereof) possesses or “controls” (within the meaning provided in the Pari Passu Intercreditor UCC) such Pledge Agreement (it being understood that subsequent recordings in the United States Patent and Trademark Office and the United States Copyright Office may be necessary to perfect a Lien on registered or applied for Patents, Trademarks, or Copyrights, acquired by the Loan Parties after the date hereof)Collateral.

Security Documents. (a) The Collateral AgreementBidco Pledge will as of the Closing Date be effective, upon execution and delivery thereof by the parties theretoHoldings Agreements and each of the Security Documents described in Part II of Schedule 1.01(a) will as of the Restructuring Date be effective, will to create in favor of the Collateral Agent, Agent (for the ratable benefit of the Secured Parties, Lenders) a legal, valid and enforceable security interest in the Collateral described therein (subject to any limitations specified therein). In the case of the Pledged Collateral described in any of such Security Documents the security interest in which is perfected by delivery thereof, when certificates or promissory notes, as applicable, representing such Pledged Collateral are delivered to the CA Collateral Agent (or the Collateral Agent, as appropriate) and in the case of the other Collateral described in any such Security Document (other than the Intellectual Property (as defined in the U.S. Collateral Agreement) and the proceeds thereof and )), when financing statements or and other filings specified on Schedule 6 of the Perfection Certificate in appropriate form are filed in the offices specified on Schedule 3.19(a) (or, in 7 of the case of Collateral delivered after the date hereof in accordance with the provisions of Section 5.12, in the appropriate filing offices)Perfection Certificate, the Lien created under Collateral Agent (for the Collateral Agreement will constitute benefit of the Lenders) shall have a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral (other than Intellectual PropertyCollateral, as defined in security for the Collateral Agreement)Obligations secured thereby, in each case prior and superior in right to any other person, other than Permitted Liens that may take with such priority as a matter of law, and as otherwise provided in purported to be created under the Pari Passu Intercreditor Agreementrespective Security Document. (b) Upon When the recordation of the U.S. Collateral Agreement (or a short-form security agreement summary thereof is properly filed in form and substance reasonably satisfactory to the Borrower and the Administrative Agent) with the United States Patent and Trademark Office and the United States Copyright Office, together and, with respect to Collateral in which a security interest cannot be perfected by such filings, upon the proper filing of the financing statements or such other filings referred to in appropriate form filed paragraph (a) above, the Collateral Agent (for the benefit of the Lenders) shall have a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties thereunder in the offices specified on Schedule 3.19(a) (orIntellectual Property, in the each case of Collateral delivered after the date hereof in accordance with the provisions of Section 5.12, in the appropriate filing offices), the Lien such priority as purported to be created under the U.S. Collateral Agreement Agreement. (c) The Mortgages set forth on Schedule 5.12 executed and delivered on the Restructuring Date pursuant to Section 5.12 and the Mortgages executed and delivered pursuant to Section 5.10 shall constitute be effective to create in favor of the Collateral Agent (for the benefit of the Lenders) a legal, valid and enforceable Lien on all of the Loan Parties' right, title and interest in and to the Mortgaged Property thereunder and the proceeds thereof, and when such Mortgages are filed or recorded in the proper real estate filing or recording offices, the Collateral Agent (for the benefit of the Lenders) shall have a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in Patents and Trademarks (as each term is defined in such Mortgaged Property and, to the Collateral Agreement) registered or applied for with extent applicable, subject to Section 9-315 of the United States Patent and Trademark Office or Copyrights (as defined in Uniform Commercial Code, the Collateral Agreement) registered or applied for with the United States Copyright Office, as the case may beproceeds thereof, in each case prior and superior in right to any other person other than Permitted Liens that may take with such priority as a matter of law, and as otherwise provided in the Pari Passu Intercreditor Agreement (it being understood that subsequent recordings in the United States Patent and Trademark Office and the United States Copyright Office may purported to be necessary to perfect a Lien on registered or applied for Patents, Trademarks, or Copyrights, acquired created by the Loan Parties after the date hereof)respective Mortgage.

Security Documents. (a) The Guarantee and Collateral Agreement, upon execution and delivery thereof by the parties thereto, will create in favor of the Collateral Agent, for the ratable benefit of the Secured Parties, a legal, valid and enforceable security interest in the Collateral (as defined in the Guarantee and Collateral Agreement) and the proceeds thereof and (i) when the Pledged Collateral (as defined in the Guarantee and Collateral Agreement) is delivered to the Collateral Agent, the Lien created under Guarantee and Collateral Agreement shall constitute a perfected first priority Lien on, and security interest in, all right, title and interest of the Loan Parties in such Pledged Collateral, in each case prior and superior in right to any other Person, and (ii) when financing statements or other filings in appropriate form are filed in the offices specified on Schedule 3.19(a) (or, in the case of Collateral delivered after the date hereof in accordance with the provisions of Section 5.12, in the appropriate filing offices), the Lien Liens created under the Guarantee and Collateral Agreement will constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral (other than Intellectual Property, as defined in the Guarantee and Collateral AgreementAgreement and other property in which a security interest may not be perfected by the filing of a financing statement), in each case prior and superior in right to any other personPerson, other than Permitted with respect to Liens that may take priority as a matter of law, and as otherwise provided in the Pari Passu Intercreditor Agreementexpressly permitted by Section 6.02. (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 Administrative Collateral Agent) with the United States Patent and Trademark Office and the United States Copyright Office, together with the financing statements or such other filings in appropriate form filed in the offices specified on Schedule 3.19(a) (or, in the case of Collateral delivered after the date hereof in accordance with the provisions of Section 5.12, in the appropriate filing offices), the Lien created under the Guarantee and Collateral Agreement shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in Patents and Trademarks (as each term is defined in the Collateral Agreement) registered or applied for with the United States Patent and Trademark Office or Copyrights Intellectual Property (as defined in the Guarantee and Collateral Agreement) registered or applied for with in which a security interest may be perfected by filing in the United States Copyright Office, as the case may beand its territories and possessions, in each case prior and superior in right to any other person other than Permitted Liens that may take priority as a matter of law, and as otherwise provided in the Pari Passu Intercreditor Agreement Person (it being understood that subsequent recordings in the United States Patent and Trademark Office and the United States Copyright Office may be necessary to perfect a Lien on registered or applied for Patentstrademarks and patents, Trademarks, or Copyrights, trademark and patent applications and registered copyrights acquired by the Loan Parties after the date hereof). (c) The Mortgages, if any, are effective to create in favor of the Collateral Agent, for the ratable benefit of the Secured Parties, a legal, valid and enforceable Lien on all of the Loan Parties’ right, title and interest in and to the Mortgaged Property thereunder and the proceeds thereof, and when the Mortgages are filed in the offices specified on Schedule 3.19(c), the Mortgages shall constitute a perfected Lien on, and security interest in, all right, title and interest of the Loan Parties 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 the rights of Persons pursuant to Liens expressly permitted by Section 6.02.

Security Documents. (a) The Collateral Agreement, upon execution and delivery thereof by the parties thereto, will create in favor of the Collateral Agent, for the ratable benefit of the Secured Parties, a legal, valid and enforceable security interest in the Collateral (as defined in the Collateral Agreement) and the proceeds thereof and (i) when the Pledged Collateral (as defined in the Collateral Agreement) is delivered to the Collateral Agent, the Lien created under 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 case prior and superior in right to any other Person, and (ii) when financing statements or other filings in appropriate form are filed in the offices specified on Schedule 3.19(a) (or, in the case of Collateral delivered after the date hereof in accordance with the provisions of Section 5.12, in the appropriate filing offices), the Lien created under the Collateral Agreement will constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral (other than Intellectual Property, as defined in the Collateral Agreement), in each case prior and superior in right to any other personPerson, other than Permitted with respect to Liens that may take priority as a matter of law, and as otherwise provided in the Pari Passu Intercreditor Agreementexpressly permitted by Section 6.02. (b) Upon the recordation of the Collateral Agreement (or a short-form security agreement in form and substance reasonably satisfactory to the Borrower and the Administrative AgentBondholder Designee) with the United States Patent and Trademark Office and the United States Copyright Office, together with the financing statements or such other filings in appropriate form filed in the offices specified on Schedule 3.19(a) (or, in the case of Collateral delivered after the date hereof in accordance with the provisions of Section 5.12, in the appropriate filing offices), the a Lien created under the Collateral Agreement shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in Patents and Trademarks (as each term is defined in the Collateral Agreement) registered or applied for with the United States Patent and Trademark Office or Copyrights Intellectual Property (as defined in the Collateral Agreement) registered or applied for with in which a security interest may be perfected by filing in the United States Copyright Office, as the case may beand its territories and possessions, in each case prior and superior in right to any other person other than Permitted Liens that may take priority as a matter of law, and as otherwise provided in the Pari Passu Intercreditor Agreement Person (it being understood that subsequent recordings in the United States Patent and Trademark Office and the United States Copyright Office may be necessary to perfect a Lien on registered or applied for Patentstrademarks and patents, Trademarks, or Copyrights, trademark and patent applications and registered copyrights acquired by the Loan Parties after the date hereof).

Security Documents. (a) The provisions of the Guarantee and Collateral Agreement, upon execution and delivery thereof by the parties thereto, will Agreement are effective to create in favor of the Collateral Agent, Agent for the ratable benefit of the Secured Parties, Creditors a legal, valid and enforceable security interest in the Collateral (as defined in the Collateral Agreement) and the proceeds thereof and when financing statements or other filings in appropriate form are filed in the offices specified on Schedule 3.19(a) (or, in the case of Collateral delivered after the date hereof in accordance with the provisions of Section 5.12, in the appropriate filing offices), the Lien created under the Collateral Agreement will constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Credit Parties in such the Guarantee and Collateral (Agreement Collateral described therein, and the Collateral Agent, for the benefit of the Secured Creditors, has a fully perfected security interest in all right, title and interest in all of the Guarantee and Collateral Agreement Collateral described therein, subject to no other Liens other than Intellectual Property, as defined Permitted Liens. The recordation of (x) the Grant of Security Interest in U.S. Patents and (y) the Grant of Security Interest in U.S. Trademarks in the respective form attached to the Guarantee and Collateral Agreement), in each case prior in the United States Patent and superior Trademark Office, together with filings on Form UCC-1 made pursuant to the Guarantee and Collateral Agreement, creates, as may be perfected by such filings and recordation, a perfected security interest in right to any other person, other than Permitted Liens that may take priority as a matter of lawthe United States trademarks and patents covered by the Guarantee and Collateral Agreement, and as otherwise provided the recordation of the Grant of Security Interest in U.S. Copyrights in the Pari Passu Intercreditor form attached to the Guarantee and Collateral Agreement with the United States Copyright Office, together with filings on Form UCC-1 made pursuant to the Guarantee and Collateral Agreement, creates, as may be perfected by such filings and recordation, a perfected security interest in the United States copyrights covered by the Guarantee and Collateral Agreement. (b) Upon the recordation filing thereof, each Mortgage on any Mortgaged Property creates, as security for the obligations purported to be secured thereby, a valid and enforceable perfected security interest in and mortgage lien on the respective Mortgaged Property in favor of the Collateral Agreement Agent (or a short-form security agreement in form and substance reasonably satisfactory to the Borrower and the Administrative Agent) with the United States Patent and Trademark Office and the United States Copyright Office, together with the financing statements or such other filings in appropriate form filed in trustee as may be required or desired under local law) for the offices specified on Schedule 3.19(a) benefit of the Secured Creditors, superior and prior to the rights of all third Persons (or, in except that the case of Collateral delivered after the date hereof in accordance with the provisions of Section 5.12, in the appropriate filing offices), the Lien created under the Collateral Agreement shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of mortgage lien created on such Mortgaged Property may be subject to the Loan Parties in Patents Permitted Encumbrances related thereto) and Trademarks subject to no other Liens (as each term is defined in the Collateral Agreement) registered or applied for with the United States Patent and Trademark Office or Copyrights (as defined in the Collateral Agreement) registered or applied for with the United States Copyright Office, as the case may be, in each case prior and superior in right to any other person other than Permitted Liens that may take priority as a matter of law, and as otherwise provided in the Pari Passu Intercreditor Agreement (it being understood that subsequent recordings in the United States Patent and Trademark Office and the United States Copyright Office may be necessary to perfect a Lien on registered or applied for Patents, Trademarks, or Copyrights, acquired by the Loan Parties after the date hereofEncumbrances related thereto).

Security Documents. (a) The Guarantee and Collateral Agreement, upon execution and delivery thereof by the parties thereto, will create in favor of the Collateral Administrative Agent, for the ratable benefit of the Secured Parties, a legal, valid and enforceable security interest in the Collateral (as defined in the Guarantee and Collateral Agreement) and the proceeds thereof and (i) when the Pledged Collateral (as defined in the Guarantee and Collateral Agreement) is delivered to the Administrative Agent, the Lien created under the Guarantee and 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 case prior and superior in right to any other Person (subject to Permitted Prior Liens), and (ii) when financing statements or other filings in appropriate form are filed in the offices specified on Schedule 3.19(a) (or, in 3.19 to the case of Collateral delivered after the date hereof in accordance with the provisions of Section 5.12, in the appropriate filing offices)Disclosure Letter, the Lien created under the Guarantee and Collateral Agreement will constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral (other than Intellectual Property, as defined in Property and deposit accounts) to the Collateral Agreement)extent such Lien may be perfected by the filing of financing statements, in each case prior and superior in right to any other personPerson, other than with respect to Permitted Liens that may take priority as a matter of law, and as otherwise provided in the Pari Passu Intercreditor AgreementPrior Liens. (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 Administrative AgentRequired Lenders) with the United States Patent and Trademark Office and the United States Copyright Office, together with the financing statements or such other filings in appropriate form filed in the offices specified on Schedule 3.19(a) (or, in 3.19 to the case of Collateral delivered after the date hereof in accordance with the provisions of Section 5.12, in the appropriate filing offices)Disclosure Letter, the Lien created under the Guarantee and Collateral Agreement shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in Patents and Trademarks (as each term is defined the Intellectual Property in the Collateral Agreement) registered or applied for with which a security interest may be perfected by filing in the United States Patent and Trademark Office or Copyrights (as defined in the Collateral Agreement) registered or applied for with the United States Copyright Office, as the case may beits territories and possessions, in each case prior and superior in right to any other person Person other than with respect to Permitted Prior Liens that may take priority as a matter of law, and as otherwise provided in the Pari Passu Intercreditor Agreement (it being understood that subsequent recordings in the United States Patent and Trademark Office and the United States Copyright Office may be necessary to perfect a Lien on registered or applied for Patentstrademarks and patents, Trademarks, or Copyrights, trademark and patent applications and registered copyrights acquired by the Loan Parties after the date hereof).

Security Documents. (a) The Collateral Agreement, upon execution and delivery thereof by the parties thereto, will Pledge Agreement is effective to create in favor of the Collateral Agent, for the ratable benefit of the Secured Parties, a legal, valid and enforceable security interest in the Collateral (as defined in the Collateral Pledge Agreement) and, when the portion of the Collateral constituting certificated securities (as defined in the Uniform Commercial Code) is delivered to the Collateral Agent, the Pledge Agreement shall constitute a fully perfected first priority Lien on, and security interest in, all right, title and interest of the proceeds thereof pledgor thereunder in such Collateral, in each case prior and superior in right to any other Person. (b) The Security Agreement is effective to create in favor of the Collateral Agent, for the ratable benefit of the Secured Parties, a legal, valid and enforceable security interest in the Collateral (as defined in the Security Agreement) and, when financing statements or other filings in appropriate form are filed in the offices specified on Schedule 3.19(a) (or, in 6 to the case of Collateral delivered after the date hereof in accordance with the provisions of Section 5.12, in the appropriate filing offices)Perfection Certificate, the Lien created under the Collateral Security Agreement will shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties grantors thereunder in such Collateral (other than the Intellectual Property, Property (as defined in the Collateral Security Agreement)), in each case prior and superior in right to any other personPerson, other than Permitted with respect to Liens that may take priority as a matter of law, and as otherwise provided in expressly permitted by the Pari Passu Intercreditor Security Agreement. (bc) Upon When the recordation of the Collateral Security Agreement (or a short-form security agreement is filed in form and substance reasonably satisfactory to the Borrower and the Administrative Agent) with the United States Patent and Trademark Office and the United States Copyright Office, together with the financing statements or such other filings in appropriate form filed in the offices specified on Schedule 3.19(a) (or, in the case of Collateral delivered after the date hereof in accordance with the provisions of Section 5.12, in the appropriate filing offices), the Lien security interest created under the Collateral Agreement thereunder shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in Patents and Trademarks the Intellectual Property (as each term is defined in the Collateral Security Agreement) registered in which a security interest may be perfected by filing, recording or applied for with registering a security agreement, financing statement or analogous document in the United States Patent and Trademark Office or Copyrights (as defined in the Collateral Agreement) registered or applied for with the United States Copyright Office, as the case may beapplicable, in each case prior and superior in right to any other person Person, other than Permitted with respect to the rights of Persons pursuant to Liens that may take priority as a matter of law, and as otherwise provided in expressly permitted by the Pari Passu Intercreditor Security Agreement (it being understood that subsequent recordings in the United States Patent and Trademark Office and the United States Copyright Office may be necessary to perfect a Lien lien on registered or applied for Patentstrademarks, Trademarks, or Copyrights, trademark applications and copyrights acquired by the Loan Parties after the date hereofEffective Date). (d) Each Mortgage is effective to create, subject to the exceptions listed in each title insurance policy covering such Mortgage, in favor of the Collateral Agent, for the ratable benefit of the Secured Parties, a legal, valid and enforceable Lien on all of the Loan Parties' right, title and interest in and to the Mortgaged Property or Restatement Mortgaged Property, as the case may be, thereunder and the proceeds thereof, and when such Mortgage is filed in the offices specified on Schedule 3.18(d), such Mortgage shall constitute a Lien on, and security interest in, all right, title and interest of the Loan Parties in such Mortgaged Property or Restatement Mortgaged Property and the proceeds thereof, in each case prior and superior in right to any other Person, other than with respect to the rights of Persons pursuant to Liens expressly permitted by such Mortgage.

Security Documents. (a) The Collateral Agreement, upon execution and delivery thereof by the parties thereto, will create Security Agreement creates in favor of the Collateral Administrative Agent, for the ratable benefit of the Secured PartiesCredit Parties referred to therein, a legal, valid valid, continuing and enforceable security interest in the Collateral (as defined in the Security Agreement), the enforceability of which is subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law. (b) The financing statements, releases and other filings are in appropriate form and have been or will be filed in the offices specified in Schedule II of the Security Agreement. Upon such filings and/or the obtaining of “control” (as defined in the UCC), the Administrative Agent will have a perfected Lien on, and security interest in, to and under all right, title and interest of the Loan Parties in all Collateral that may be perfected by filing, recording or registering a financing statement or analogous document (including, without limitation, the proceeds of such Collateral subject to the limitations relating to such proceeds in the UCC) or by obtaining control, under the UCC (in effect on the date this representation is made) in each case, prior and superior in right to any other Person, except for those Permitted Encumbrances that have priority in such Collateral by operation of law and except as to the Term Loan Priority Collateral, for the Liens of the Term Loan Agent to the extent provided in the Term Loan Intercreditor Agreement. (c) When the Security Agreement (or a short form thereof) is filed in the United States Patent and Trademark Office and the proceeds thereof United States Copyright Office and when financing statements or statements, releases and other filings in appropriate form are filed in the offices specified on in Schedule 3.19(a) (or, in II of the case of Collateral delivered after the date hereof in accordance with the provisions of Section 5.12, in the appropriate filing offices)Security Agreement, the Lien created under the Collateral Agreement will constitute Administrative Agent shall have a fully perfected Lien on, and security interest in, all right, title and interest of the applicable Loan Parties in such Collateral the Intellectual Property (other than Intellectual Property, as defined in the Collateral Security Agreement)) in which a security interest may be perfected by filing, recording or registering a security agreement, financing statement or analogous document in the United States Patent and Trademark Office or the United States Copyright Office, as applicable, in each case prior and superior in right to any other person, other than Permitted Liens that may take priority as a matter of law, and as otherwise provided in the Pari Passu Intercreditor Agreement. (b) Upon the recordation of the Collateral Agreement (or a short-form security agreement in form and substance reasonably satisfactory to the Borrower and the Administrative Agent) with the United States Patent and Trademark Office and the United States Copyright Office, together with the financing statements or such other filings in appropriate form filed in the offices specified on Schedule 3.19(a) (or, in the case of Collateral delivered after the date hereof in accordance with the provisions of Section 5.12, in the appropriate filing offices), the Lien created under the Collateral Agreement shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in Patents and Trademarks (as each term is defined in the Collateral Agreement) registered or applied for with the United States Patent and Trademark Office or Copyrights (as defined in the Collateral Agreement) registered or applied for with the United States Copyright Office, as the case may be, in each case prior and superior in right to any other person other than Permitted Liens that may take priority as a matter of law, and as otherwise provided in the Pari Passu Intercreditor Agreement Person (it being understood that subsequent recordings in the United States Patent and Trademark Office and the United States Copyright Office may be necessary to perfect a Lien on registered or applied for Patentstrademarks, Trademarks, or Copyrights, trademark applications and copyrights acquired by the Loan Parties after the date hereof), except for those Permitted Encumbrances that have priority in such Collateral by operation of law. (d) Upon the execution and delivery thereof, the Mortgages shall create in favor of the Administrative Agent, for the benefit of the Credit Parties referred to therein, a legal, valid, continuing and enforceable Lien in the Property (as defined in the Mortgages), the enforceability of which is subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law. Upon the filing or recording of the Mortgages with the appropriate Governmental Authorities, the Administrative Agent will have a perfected Lien on, and security interest in, to and under all right, title and interest of the grantors thereunder in all Property that may be perfected by such filing (including, without limitation, the proceeds of such Property), in each case prior and superior in right to any other Person, except for those Permitted Encumbrances that have priority in such Collateral by operation of law and except as to the Term Loan Priority Collateral, for the Liens of the Term Loan Agent to the extent provided in the Term Loan Intercreditor Agreement.

Security Documents. (a) The Guarantee and Collateral Agreement, upon execution and delivery thereof by the parties thereto, will Agreement is effective to create in favor of the Collateral Agent, TCO for the ratable benefit of TCO and the Secured PartiesAdministrative Agent, a legal, valid valid, binding and enforceable security interest in the Collateral (as defined in the Collateral Agreement) described therein and the proceeds thereof and (i) in the case of the Pledged Collateral, upon the earlier of (A) when such Pledged Collateral is delivered to TCO and (B) when financing statements or other filings in appropriate form are filed in the offices specified on Annex 19(a) to this Schedule 3.19(a2 (as such schedule may be supplemented for any new Subsidiary in connection with the execution of an Assumption Agreement (as defined in the Guarantee and Collateral Agreement)) and (or, ii) in the case of all other Collateral delivered after the date hereof in accordance with the provisions of Section 5.12, in the appropriate filing offices), the Lien created under the Collateral Agreement will constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral described therein (other than Intellectual Property, as defined in the Collateral AgreementProperty Collateral), in each case prior and superior in right to any other person, other than Permitted Liens that may take priority as a matter of law, and as otherwise provided in the Pari Passu Intercreditor Agreement. (b) Upon the recordation of the Collateral Agreement (or a short-form security agreement in form and substance reasonably satisfactory to the Borrower and the Administrative Agent) with the United States Patent and Trademark Office and the United States Copyright Office, together with the when financing statements or such other filings in appropriate form are filed in the offices specified on Annex 19 to this Schedule 3.19(a) (or, in the case of Collateral delivered after the date hereof in accordance with the provisions of Section 5.12, in the appropriate filing offices)2, the Lien created under by the Guarantee and Collateral Agreement shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of TCO in such Collateral and proceeds thereof, as security for the Loan Parties Obligations, in Patents each case prior and Trademarks superior to the rights of any other person (as each term except for Permitted Liens). (b) Each Intellectual Property Security Agreement is defined effective to create in favor of TCO for the benefit of TCO and the Administrative Agent, a legal, valid, binding and enforceable security interest in the Intellectual Property Collateral Agreement) registered or applied for with described therein and proceeds thereof. When each Intellectual Property Security Agreement is filed in the United States Patent and Trademark Office or Copyrights (as defined in the Collateral Agreement) registered or applied for with and the United States Copyright Office, respectively, together with financing statements in appropriate form filed in the offices specified in Annex 19(b) to this Schedule 2 and, with respect to Intellectual Property acquired after the Effective Date, such other offices as may be specified by Tensar in written notice to TCO and the case may beAdministrative Agent, the Lien created by such Intellectual Property Security Agreement shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the grantors there under in the Intellectual Property Collateral and proceeds thereof, as security for the Obligations, in each case prior and superior in right to any other person other than (except for Permitted Liens that may take priority as a matter of law, and as otherwise provided in the Pari Passu Intercreditor Agreement Liens) (it being understood that subsequent recordings in the United States Patent and Trademark Office and the United States Copyright Office may be necessary to perfect a Lien lien on registered or applied for Patentstrademarks, Trademarks, or Copyrights, trademark applications and copyrights acquired by the Loan Parties grantors after the date hereof). (c) Each of the Mortgages is effective to create in favor of TCO for the benefit of TCO and the Administrative Agent, a legal, valid, binding and enforceable Lien on, and security interest in, all of the Tensar Parties’ right, title and interest in and to the Mortgaged Property thereunder and proceeds thereof, and when the Mortgages are filed in the offices specified on Annex 19(c) to this Schedule 2 and, with respect to any Mortgage entered into after the Effective Date, such other offices as may be specified by Tensar in written notice to TCO and the Administrative Agent, the Lien created by each such Mortgage shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the grantors thereof in such Mortgaged Property and proceeds thereof, as security for the Obligations, in each case prior and superior in right to any other person (except for Permitted Liens). Schedule 2, Representations and Warranties

Security Documents. (a) The Collateral Agreement, upon execution and delivery thereof by the parties thereto, will create in favor of the Collateral Agent, for the ratable benefit of the Secured Parties, a legal, valid and enforceable security interest in the Collateral (as defined in the Collateral Agreement) and the proceeds thereof and (i) when control of the Pledged Collateral (as defined in the Collateral Agreement) is obtained by the Agent, the Lien created under Collateral Agreement shall constitute a perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such Pledged Collateral and (ii) when financing statements or other filings in appropriate form are filed in the offices specified on Schedule SCHEDULE 3.19(a) (or, in the case of Collateral delivered after the date hereof in accordance with the provisions of Section 5.12, in the appropriate filing offices), the Lien created under the Collateral Agreement will constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral (other than Intellectual Property, as defined in the Collateral Agreement)) to the extent perfection can be obtained by filing Uniform Commercial Code financing statements, in each case prior and superior in right to any other person, person (other than Permitted Liens that may take priority as a matter of law, and as otherwise provided in the Pari Passu Intercreditor Agreementexpressly permitted by Section 6.02). (b) Upon the recordation of the Collateral Agreement (or a short-form security agreement in form and substance reasonably satisfactory to the Borrower and the Administrative Agent) with the United States Patent and Trademark Office and the United States Copyright Office, together with the financing statements or such other filings in appropriate form filed in the offices specified on Schedule 3.19(a) (or, in the case of Collateral delivered after the date hereof in accordance with the provisions of Section 5.12, in the appropriate filing officesSCHEDULE 3.19(b), the Lien created under the Collateral Agreement shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in Patents and Trademarks (as each term is defined in the Collateral Agreement) registered or applied for with the United States Patent and Trademark Office or Copyrights Intellectual Property (as defined in the Collateral Agreement) registered or applied for with in which a security interest may be perfected by filing in the United States Copyright Office, as the case may beand its territories and possessions, in each case prior and superior in right to any other person (other than Permitted Liens that may take priority as a matter of lawexpressly permitted by Section 6.02), and as otherwise provided in the Pari Passu Intercreditor Agreement (it being understood that subsequent recordings in the United States Patent and Trademark Office and the United States Copyright Office may be necessary to perfect a Lien on registered or applied for Patentstrademarks and patents, Trademarks, or Copyrights, trademark and patent applications and registered copyrights acquired by the Loan Parties after the date hereof)Closing Date. (c) The Mortgages are effective to create in favor of the Agent, for the ratable benefit of the Secured Parties, a legal, valid and enforceable Lien on all of the Loan Parties' right, title and interest in and to the Mortgaged Properties and the proceeds thereof, and when the Mortgages are filed in the offices specified on SCHEDULE 3.19

Security Documents. (a) The Guarantee and Collateral Agreement, upon execution and delivery thereof by the parties thereto, will create in favor of the Collateral Agent, for the ratable benefit of the Secured Parties, a legal, valid and enforceable security interest in the Collateral (as defined in the Guarantee and Collateral Agreement) and the proceeds thereof and (i) with the Pledged Collateral (as defined in the Guarantee and Collateral Agreement) having been previously delivered to the collateral agent under the First Lien Facilities (who will hold such Pledged Collateral as bailee for perfection for the Collateral Agent), the Guarantee and Collateral Agreement constitutes, or in the case of Pledged Collateral to be delivered to the Collateral Agent in the future, the Guarantee and Collateral Agreement will constitute, a fully perfected first priority Lien on, and security interest in, all right, title and interest of the Loan Parties in such Pledged Collateral, in each case prior and superior in right to any other person (such Lien to secure the obligations under the First Lien Facilities on a first priority basis and the Obligations on a second priority basis), and (ii) when financing statements or other filings in appropriate form are filed in the offices specified on Schedule 3.19(a) (or, in the case of Collateral delivered after the date hereof in accordance with the provisions of Section 5.12, in the appropriate filing offices), the Lien created under the Guarantee and Collateral Agreement will constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral (other than Intellectual Property, as defined in the Guarantee and Collateral Agreement), in each case prior and superior in right to any other person, other than Permitted with respect to Liens that may take priority as a matter of law, and as otherwise provided in the Pari Passu Intercreditor Agreementexpressly permitted by Section 6.02. (b) Upon the recordation of the Guarantee and Collateral Agreement (or a short-short form security agreement in form and substance reasonably satisfactory to the Borrower and the Administrative Collateral Agent) with the United States Patent and Trademark Office and the United States Copyright Office, together with the financing statements or such other filings in appropriate form filed in the offices specified on Schedule 3.19(a) (or, in the case of Collateral delivered after the date hereof in accordance with the provisions of Section 5.12, in the appropriate filing offices), the Lien created under the Guarantee and Collateral Agreement shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in Patents and Trademarks (as each term is defined in the Collateral Agreement) registered or applied for with the United States Patent and Trademark Office or Copyrights Intellectual Property (as defined in the Guarantee and Collateral Agreement) registered or applied for with in which a security interest may be perfected by filing in the United States Copyright Office, as the case may beand its territories and possessions, in each case prior and superior in right to any other person other than Permitted Liens that may take priority as a matter of law, and as otherwise provided in the Pari Passu Intercreditor Agreement (it being understood that subsequent recordings in the United States Patent and Trademark Office and the United States Copyright Office may be necessary to perfect a Lien on registered or applied for Patentstrademarks, Trademarkstrademark applications, or Copyrights, patents and copyrights acquired by the Loan Parties after the date hereof, and that such Lien will secure the obligations under the First Lien Facilities on a first priority basis and the Obligations on a second priority basis). (c) The Mortgages are effective to create in favor of the Collateral Agent, for the ratable benefit of the Secured Parties (subject to the Lien priorities set forth in the Intercreditor Agreement), a legal, valid and enforceable Lien on all of the Loan Parties’ right, title and interest in and to the Mortgaged Property thereunder and the proceeds thereof, and when the Mortgages are filed in the offices specified on Schedule 3.19(c), the Mortgages shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties 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 the rights of persons pursuant to Liens expressly permitted by Section 6.02. (d) The Foreign Pledge Agreements, upon execution and, where relevant as a legal concept, delivery thereof by the parties thereto, will create in favor of the Collateral Agent, for the ratable benefit of the Secured Parties, a legal, valid and enforceable security interest in the Foreign Pledged Collateral described therein and the proceeds thereof and with the Foreign Pledged Collateral having been previously delivered to the collateral agent under the First Lien Facilities (who will hold such Pledged Collateral as bailee for perfection for the Collateral Agent) and when the Foreign Pledge Agreements are filed in the offices specified on Schedule 3.19(d), or other appropriate instruments are filed or other actions are taken, all as described on Schedule 3.19(d), the Foreign Pledge Agreements shall provide for a fully perfected first priority Lien on, and security interest in, all right, title and interest of the Loan Parties in the Foreign Pledged Collateral, in each case prior and superior in right to any other person (such Lien to secure the obligations under the First Lien Facilities on a first priority basis and the Obligations on a second priority basis), other than with respect to Liens expressly permitted by Section 6.02.

Security Documents. (a) The Collateral Agreement, upon execution and delivery thereof by provisions of the parties thereto, will Security Agreement are effective to create in favor of the Collateral Agent, Agent for the ratable benefit of the Secured Parties, Creditors a legal, valid and enforceable security interest in the Collateral (as defined in the Collateral Agreement) and the proceeds thereof and when financing statements or other filings in appropriate form are filed in the offices specified on Schedule 3.19(a) (or, in the case of Collateral delivered after the date hereof in accordance with the provisions of Section 5.12, in the appropriate filing offices), the Lien created under the Collateral Agreement will constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Credit Parties in such the Security Agreement Collateral described therein, and the Collateral Agent, for the benefit of the Secured Creditors, has (or within 10 days following the Initial Borrowing Date will have) a fully perfected security interest in all right, title and interest in all of the Security Agreement Collateral described therein, subject to no other Liens other than Intellectual Property, as defined Permitted Liens. The recordation of (x) the Grant of Security Interest in U.S. Patents and (y) the Grant of Security Interest in U.S. Trademarks in the Collateral respective form attached to the Security Agreement), in each case prior and superior in right to any other person, other than Permitted Liens that may take priority as a matter of law, and as otherwise provided in the Pari Passu Intercreditor Agreement. (b) Upon the recordation of the Collateral Agreement (or a short-form security agreement in form and substance reasonably satisfactory to the Borrower and the Administrative Agent) with the United States Patent and Trademark Office Office, together with filings on Form UCC-1 made pursuant to the Security Agreement, will create, as may be perfected by such filings and recordation, a perfected security interest in the United States trademarks and patents covered by the Security Agreement, and the recordation of the Grant of Security Interest in U.S. Copyrights in the form attached to the Security Agreement with the United States Copyright Office, together with filings on Form UCC-1 made pursuant to the financing statements or Security Agreement, will create, as may be perfected by such other filings in appropriate form filed and recordation, a perfected security interest in the offices specified on Schedule 3.19(aUnited States copyrights covered by the Security Agreement. (b) (orThe security interests created under the Pledge Agreement in favor of the Collateral Agent, as Pledgee, for the benefit of the Secured Creditors, constitute perfected security interests in the case Pledge Agreement Collateral described in the Pledge Agreement, subject to no security interests of any other Person other than non-consensual Permitted Liens. No filings or recordings are required in order to perfect (or maintain the perfection or priority of) the security interests created in the Pledge Agreement Collateral delivered after under the date hereof in accordance Pledge Agreement other than with respect to that portion of the provisions of Section 5.12Pledge Agreement Collateral constituting a “general intangible” under the UCC. (c) After the execution, delivery and recordation thereof in the appropriate filing offices)office, each Mortgage creates, as security for the Lien created under obligations purported to be secured thereby, a valid and enforceable perfected security interest in and mortgage lien on the respective Mortgaged Property in favor of the Collateral Agreement shall constitute a fully perfected Lien onAgent (or such other trustee as may be required or desired under local law) for the benefit of the Secured Creditors, superior and prior to the rights of all third Persons (except that the security interest in, all right, title and interest of mortgage lien created on such Mortgaged Property may be subject to the Loan Parties in Patents Permitted Encumbrances related thereto which may be superior and Trademarks other Permitted Liens related thereto) and subject to no other Liens (as each term is defined in the Collateral Agreement) registered or applied for with the United States Patent and Trademark Office or Copyrights (as defined in the Collateral Agreement) registered or applied for with the United States Copyright Office, as the case may be, in each case prior and superior in right to any other person other than the Permitted Liens that may take priority as a matter of law, and as otherwise provided in the Pari Passu Intercreditor Agreement (it being understood that subsequent recordings in the United States Patent and Trademark Office and the United States Copyright Office may be necessary to perfect a Lien on registered or applied for Patents, Trademarks, or Copyrights, acquired by the Loan Parties after the date hereofrelated thereto).

Security Documents. (a) The Guarantee and Collateral Agreement, upon execution and delivery thereof by the parties thereto, will create in favor of the Collateral Agent, for the ratable benefit of the Secured Parties, a legal, valid and enforceable security interest in the Collateral (as defined in the Guarantee and Collateral Agreement) and the proceeds thereof and (i) when the Pledged Collateral (as defined in the Guarantee and Collateral Agreement) is delivered to the Collateral Agent, the Lien created under Guarantee and Collateral Agreement shall constitute a fully perfected first priority (subject to the Intercreditor Agreement) Lien on, and security interest in, all right, title and interest of the Loan Parties in such Pledged Collateral, in each case prior and superior in right to any other Person, and (ii) control agreements are entered into with respect to any deposit account constituting Collateral, the Lien created under Guarantee and Collateral Agreement shall constitute a fully perfected first priority (subject to the Intercreditor Agreement) Lien on, and 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, and (iii) when financing statements or other filings in appropriate form are filed in the offices specified on Schedule 3.19(a) (or, in the case of Collateral delivered after the date hereof in accordance with the provisions of Section 5.12, in the appropriate filing offices), the Lien created under the Guarantee and Collateral Agreement will constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral (other than Intellectual Property, as defined in the Collateral Agreement)which a security interest may be perfected by filing such a financing statement, in each case prior and superior in right to any other personPerson, other than Permitted with respect to Liens that may take priority as a matter of law, and as otherwise provided in the Pari Passu Intercreditor Agreementexpressly permitted by Section 6.02. (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 Administrative Collateral Agent) with the United States Patent and Trademark Office and USPTO or the United States Copyright OfficeUSCO, as applicable, together with the financing statements or such other filings in appropriate form filed in the offices specified on Schedule 3.19(a) (or, in the case of Collateral delivered after the date hereof in accordance with the provisions of Section 5.12, in the appropriate filing offices), the Lien created under the Guarantee and Collateral Agreement shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in Patents and Trademarks (as each term is defined in the Collateral Agreement) registered or applied for with the United States Patent and Trademark Office or Copyrights Intellectual Property (as defined in the Guarantee and Collateral Agreement) registered or applied for with in which a security interest may be perfected by filing in the United States Copyright Office, as the case may beand its territories and possessions, in each case prior and superior in right to any other person other than Permitted Liens that may take priority as a matter of law, and as otherwise provided in the Pari Passu Intercreditor Agreement Person (it being understood that subsequent recordings in the United States Patent and Trademark Office USPTO and the United States Copyright Office USCO, as applicable, may be necessary to perfect a Lien on registered or applied for Patentstrademarks and patents, Trademarks, or Copyrights, trademark and patent applications and registered copyrights acquired by the Loan Parties after the date hereof).

Security Documents. (a) The Guarantee and Collateral Agreement, upon execution and delivery thereof by the parties thereto, will Agreement is effective to create in favor of the Collateral Agent, for the ratable benefit of the Secured Parties, a legal, valid and enforceable security interest in the Collateral (as defined in the Guarantee and Collateral Agreement) and the proceeds thereof and when (i) with respect to all Pledged Collateral (as defined in the Guarantee and Collateral Agreement) previously delivered to and in the possession of the Collateral Agent, the Guarantee and Collateral Agreement constitutes, or in the case of Pledged Collateral to be delivered to the Collateral Agent in the future, the Guarantee and Collateral Agreement will constitute, a fully perfected first priority Lien on, and security interest in, all right, title and interest of the Loan Parties in such Pledged Collateral, in each case prior and superior in right to any other person, and (ii) together with the financing statements or other filings in appropriate form are previously filed in the offices specified on Schedule 3.19(a) (or, in the case of Collateral delivered after the date hereof in accordance with the provisions of Section 5.12, in the appropriate filing offices)3.19, the Lien created under the Guarantee and Collateral Agreement will constitute constitutes a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral (other than Intellectual Property, as defined in the Guarantee and Collateral Agreement)) that may be perfected by filing, recording or registering a financing statement, in each case prior and superior in right to any other person, other than Permitted with respect to Liens that may take priority as a matter of law, and as otherwise provided in the Pari Passu Intercreditor Agreementexpressly permitted by Section 6.02. (b) Upon the recordation of the The Guarantee and Collateral Agreement (or a short-form security agreement in form and substance reasonably satisfactory to the Borrower and the Administrative Agent) currently on file with the United States Patent and Trademark Office and the United States Copyright Office, together with the financing statements or such other filings in appropriate form previously filed in the offices specified on Schedule 3.19(a) (or, in the case of Collateral delivered after the date hereof in accordance with the provisions of Section 5.12, in the appropriate filing offices3.19(b), the Lien created under the Collateral Agreement shall constitute constitutes a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in Patents and Trademarks (as each term is defined in the Collateral Agreement) registered or applied for with the United States Patent and Trademark Office or Copyrights Intellectual Property (as defined in the Guarantee and Collateral Agreement) registered or applied for with in which a security interest may be perfected by filing in the United States Copyright Office, as the case may beand its territories and possessions, in each case prior and superior in right to any other person other than Permitted Liens that may take priority as a matter of law, and as otherwise provided in the Pari Passu Intercreditor Agreement (it being understood that subsequent recordings in the United States Patent and Trademark Office and the United States Copyright Office may be necessary to perfect a Lien on registered or applied for Patentstrademarks, Trademarks, or Copyrights, trademark applications and copyrights acquired by the Loan Parties after the date hereofClosing Date).

Security Documents. (a) The Collateral Agreement, upon execution and delivery thereof by the parties thereto, will First Lien Security Agreement is effective to create in favor of the First Lien Collateral Agent, for the ratable benefit of the First Lien Secured Parties, a legal, valid valid, binding and enforceable security interest in the Collateral (as defined described therein and proceeds thereof. In the case of the First Lien Pledged Collateral described in the First Lien Security Agreement, when any certificated securities or instruments representing such First Lien Pledged Collateral Agreement) are delivered to the First Lien Collateral Agent, and in the proceeds thereof and case of the other Collateral described in the First Lien Security Agreement which may be perfected by filing a financing statement, when financing statements or other filings in appropriate form are filed in the offices specified on Schedule 3.19(a4.21-1 (which financing statements may, but with no obligation to do so unless directed by the Note Purchasers, be filed by the First Lien Collateral Agent) at any time and such other filings as are specified on Schedule 3 to the First Lien Security Agreement have been completed (orall of which filings may, but with no obligation to do so unless directed by the Note Purchasers, be filed by the First Lien Collateral Agent) at any time, the First Lien Security Agreement shall constitute a fully perfected security interest in, all right, title and interest of the Issuer and each Guarantor party thereto in such Collateral and the proceeds thereof, as security for the Obligations owed to the First Lien Secured Parties, in each case prior and superior in right to any other Person (except Permitted Liens, other than Liens securing the Initial Second Lien Notes, the Exchange Second Lien Notes and Permitted Third Lien Indebtedness). Schedule 4.21-2 lists each effective UCC financing statement that (i) names the Issuer or a Guarantor as debtor and (ii) will remain on file after the Closing Date. As of the date hereof, Schedule 4.21-3 lists each effective UCC financing statement that (i) names the Issuer or a Guarantor as debtor and (ii) arrangements for which have been to terminate on or immediately after the Closing Date. (b) The Second Lien Security Agreement is effective to create in favor of the Second Lien Collateral Agent, for the benefit of the Second Lien Secured Parties, a legal, valid, binding and enforceable security interest in the Collateral described therein and proceeds thereof. In the case of the Second Lien Pledged Collateral described in the Second Lien Security Agreement, when any certificated securities or instruments representing such Second Lien Pledged Collateral are delivered to the First Lien Collateral Agent, and in the case of the other Collateral delivered after the date hereof in accordance with the provisions of Section 5.12, described in the Second Lien Security Agreement which may be perfected by filing a financing statement, when financing statements in appropriate filing offices)form are filed in the offices specified on Schedule 4.21-1 (which financing statements may, but with no obligation to do so unless directed by the Note Purchasers, be filed by the Second Lien Collateral Agent) at any time and such other filings as are specified on Schedule 3 to the Second Lien Security Agreement have been completed (all of which filings may, but with no obligation to do so unless directed by the Note Purchasers, be filed by the Second Lien Collateral Agent) at any time, the Second Lien created under the Collateral Security Agreement will shall constitute a fully perfected security interest in, all right, title and interest of the Issuer and each Guarantor party thereto in such Collateral and the proceeds thereof, as security for the Obligations owed to the Second Lien Secured Parties, in each case prior and superior in right to any other Person (except Permitted Liens, other than Liens securing Permitted Third Lien Indebtedness, or as set forth in the Intercreditor Agreement). Schedule 4.21-2 lists each effective UCC financing statement that (i) names the Issuer or a Guarantor as debtor and (ii) will remain on file after the Closing Date. As of the date hereof, Schedule 4.21-3 lists each effective UCC financing statement that (i) names the Issuer or a Guarantor as debtor and (ii) arrangements for which have been made to be terminate on or or immediately after the Closing Date. (c) Each of the First Lien Mortgages is effective to create in favor of the First Lien Collateral Agent, for the benefit of the First Lien Secured Parties, a legal, valid, binding and enforceable lien on the Mortgaged Properties described therein and proceeds thereof; and when the First Lien Mortgages are filed in the offices specified on Schedule 4.21-4, each First Lien Mortgage shall constitute a fully perfected lien on, and security interest in, all right, title and interest of the Loan Parties Issuer or Guarantor party thereto in such Collateral (other than Intellectual Propertythe Mortgaged Properties described therein and the proceeds thereof, as defined in security for the Collateral Agreement)Obligations owed to the First Lien Secured Parties, in each case prior and superior in right to any other personPerson (other than Persons holding Liens (including Permitted Liens, other than Liens securing the Initial Second Lien Notes, the Exchange Second Lien Notes and Permitted Liens that may take priority as a matter of law, and as otherwise provided in Third Lien Indebtedness) or other encumbrances or rights permitted by the Pari Passu Intercreditor Agreementrelevant First Lien Mortgage). (bd) Upon the recordation Each of the Second Lien Mortgages is effective to create in favor of the Second Lien Collateral Agreement (or Agent, for the benefit of the Second Lien Secured Parties, a short-form security agreement in form legal, valid, binding and substance reasonably satisfactory to enforceable lien on the Borrower Mortgaged Properties described therein and proceeds thereof; and when the Administrative Agent) with the United States Patent and Trademark Office and the United States Copyright Office, together with the financing statements or such other filings in appropriate form Second Lien Mortgages are filed in the offices specified on Schedule 3.19(a) (or4.21-4, in the case of Collateral delivered after the date hereof in accordance with the provisions of Section 5.12, in the appropriate filing offices), the each Second Lien created under the Collateral Agreement Mortgage shall constitute a fully perfected Lien lien on, and security interest in, all right, title and interest of the Loan Parties in Patents and Trademarks (as each term is defined Issuer or Guarantor party thereto in the Collateral Agreement) registered or applied for with Mortgaged Properties described therein and the United States Patent and Trademark Office or Copyrights (as defined in the Collateral Agreement) registered or applied for with the United States Copyright Officeproceeds thereof, as security for the case may beObligations owed to the Second Lien Secured Parties, in each case prior and superior in right to any other person Person (other than Persons holding Liens (including Permitted Liens, other than Liens that may take priority securing Permitted Third Lien Indebtedness) or other encumbrances or rights permitted by the relevant Second Lien Mortgage or as a matter of law, and as otherwise provided set forth in the Pari Passu Intercreditor Agreement Agreement). (it being understood that subsequent recordings in e) As of the United States Patent and Trademark Office Closing Date, the First Lien Mortgages and the United States Copyright Office may be necessary to perfect Second Lien Mortgages each encumber all of Issuer’s or any of its Restricted Subsidiaries’ right, title and interest in all real properties (x) with a Lien on registered or applied for Patents, Trademarks, or Copyrights, acquired fair market value (as reasonably determined by the Loan Parties after Issuer in good faith) in excess of $2,000,000 or (y) containing Proved Reserves with a PV-10 Value in excess of $1,000,000 (as reasonably determined by the date hereofIssuer in good faith).

Security Documents. (a) The Guarantee and Collateral Agreement, upon execution and delivery thereof by the parties thereto, will Agreement is effective to create in favor of the Collateral Agent, for the ratable benefit of the Secured Parties, a legal, valid and enforceable security interest in the Collateral (as defined in the Guarantee and Collateral Agreement) and, when (i) in respect of Collateral in which a security interest can be perfected by control, such Collateral is delivered to the Collateral Agent and for so long as the proceeds thereof Collateral Agent remains in possession of such Collateral, the security interest created by the Guarantee and when Collateral Agreement shall constitute a perfected first priority security interest in all right, title and interest of the pledgor thereunder in such Collateral, in each case prior and superior in right to any other Person and (ii) in respect of Collateral in which a security interest can be perfected by the filing of UCC financing statements, financing statements or other filings in appropriate form are filed in the offices specified on Schedule 3.19(a) (or, in 1.04 to the case of Perfection Certificate most recently delivered to the Collateral delivered after the date hereof in accordance with the provisions of Section 5.12, in the appropriate filing offices)Agent, the Lien security interest created under by the Guarantee and Collateral Agreement will shall constitute a fully perfected Lien on, and security interest in, in all right, title and interest of the Loan Parties grantors thereunder in such Collateral (other than the Intellectual Property, Property (as defined in the Guarantee and Collateral Agreement)), in each case prior and superior in right to any other personPerson, other than Permitted with respect to Liens that may take priority as a matter of law, permitted by Section 6.02 and as otherwise provided in subject to the Pari Passu Intercreditor AgreementAgreements. (b) Upon [Reserved] (c) When the recordation of the Guarantee and Collateral Agreement (or a short-form security agreement summary thereof) is filed in form and substance reasonably satisfactory to the Borrower and the Administrative Agent) with the United States Patent and Trademark Office and the United States Copyright Office, together with Office and the financing statements or such other filings referred to in appropriate form filed in the offices specified on Schedule 3.19(aSection 3.17(a) (or, in the case of Collateral delivered after the date hereof in accordance with the provisions of Section 5.12, in the appropriate filing offices)above are appropriately filed, the Lien security interest created under by the Guarantee and Collateral Agreement shall constitute a fully perfected Lien on, and security interest in, in all right, title and interest of the Loan Parties grantors thereunder in Patents and Trademarks the Intellectual Property (as each term is defined in the Guarantee and Collateral Agreement) registered in which a security interest may be perfected by filing, recording or applied for with registering a security agreement, financing statement or analogous document in the United States Patent and Trademark Office or Copyrights (as defined in the Collateral Agreement) registered or applied for with the United States Copyright Office, as the case may beapplicable, in each case prior and superior in right to any other person other than Permitted Liens that may take priority as a matter of law, and as otherwise provided in the Pari Passu Intercreditor Agreement Person (it being understood that subsequent recordings in the United States Patent and Trademark Office and the United States Copyright Office and subsequent UCC filings may be necessary to perfect a Lien lien on registered or applied for Patentstrademarks, Trademarks, or Copyrights, trademark applications and copyrights acquired by the Loan Parties after the date hereofClosing Date), other than with respect to Liens permitted by Section 6.02 and subject to the Intercreditor Agreements. (d) Each Mortgage, upon execution and delivery thereof by the parties thereto, is effective to create, subject to the exceptions listed in each title insurance policy covering such Mortgage, in favor of and reasonably satisfactory to the Collateral Agent, for the benefit of the Secured Parties, a legal, valid and enforceable Lien on all of the applicable mortgagor’s right, title and interest in and to the Mortgaged Properties thereunder and the proceeds thereof, and when the Mortgages are filed in the appropriate offices, the Lien created by each Mortgage shall constitute a perfected Lien on all right, title and interest of the applicable mortgagor in such Mortgaged Properties and the proceeds thereof, in each case prior and superior in right to any other Person, other than with respect to the rights of Persons pursuant to Liens permitted by Section 6.02 and subject to the Intercreditor Agreements.

Security Documents. (a) The provisions of the Guaranty and Collateral Agreement, upon execution and delivery thereof by the parties thereto, will Agreement are effective to create in favor of the Collateral Agent, Agent for the ratable benefit of the Secured Parties, Creditors a legal, valid and enforceable security interest in the Collateral (as defined in the Collateral Agreement) and the proceeds thereof and when financing statements or other filings in appropriate form are filed in the offices specified on Schedule 3.19(a) (or, in the case of Collateral delivered after the date hereof in accordance with the provisions of Section 5.12, in the appropriate filing offices), the Lien created under the Collateral Agreement will constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Credit Parties in the GCA Collateral described therein, and the Collateral Agent, for the benefit of the Secured Creditors, has, or will within 5 Business Days of the Initial Borrowing Date have, a fully perfected security interest in all right, title and interest in all of the GCA Collateral described therein to the extent that the perfection of such security interests can be obtained through the filing of UCC financing statements or other actions required in accordance with the terms of the Guaranty and Collateral Agreement (other than Intellectual Property, as defined except to the extent such actions are not then required to have been taken in accordance with the express provisions of the Guaranty and Collateral Agreement), subject to no other Liens other than Permitted Liens. The recordation of (x) the Grant of Security Interest in U.S. Patents and (y) the Grant of Security Interest in U.S. Trademarks in the respective form attached to the Guaranty and Collateral Agreement, in each case prior and superior in right to any other person, other than Permitted Liens that may take priority as a matter of law, and as otherwise provided in the Pari Passu Intercreditor Agreement. (b) Upon the recordation of the Collateral Agreement (or a short-form security agreement in form and substance reasonably satisfactory to the Borrower and the Administrative Agent) with the United States Patent and Trademark Office Office, together with filings on Form UCC-1 made pursuant to the Guaranty and Collateral Agreement, will create, as may be perfected by such filings and recordation, a perfected security interest in the United States trademarks and patents covered by the Guaranty and Collateral Agreement, and the recordation of the Grant of Security Interest in U.S. Copyrights in the form attached to the Guaranty and Collateral Agreement with the United States Copyright Office, together with filings on Form UCC-1 made pursuant to the financing statements Guaranty and Collateral Agreement, will create, as may be perfected by such filings and recordation, a perfected security interest in the United States copyrights covered by the Guaranty and Collateral Agreement. (b) Each Mortgage creates, as security for the obligations purported to be secured thereby, a valid and enforceable perfected security interest in and mortgage lien on the respective Mortgaged Property in favor of the Collateral Agent (or such other filings trustee as may be required or desired under local law) for the benefit of the Secured Creditors, superior and prior to the rights of all third Persons (except that the security interest and mortgage lien created on such Mortgaged Property may be subject to the Permitted Encumbrances related thereto) and subject to no other Liens (other than Permitted Encumbrances related thereto). Notwithstanding anything to the contrary contained above in appropriate form filed this Section 9.20, to the extent that actions with respect to the Collateral are not required to be taken on the Initial Borrowing Date pursuant to the express provisions of Section 6.10(b) of the Original Credit Agreement, then the foregoing representations in this Section 9.20 shall be deemed modified to the offices specified on Schedule 3.19(aextent reasonably required so that same are not untrue as a result of actions not required to be taken pursuant to said Section 6.10(b) (orof the Original Credit Agreement; provided that with respect to any such action which was not required to be taken pursuant to Section 6.10(b) of the Original Credit Agreement, in the case of Collateral delivered after exception provided herein shall cease to apply at such time as the date hereof respective action is required to be taken in accordance with the provisions requirements of Section 5.12, in the appropriate filing offices), the Lien created under the Collateral Agreement shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in Patents and Trademarks (as each term is defined in the Collateral Agreement) registered or applied for with the United States Patent and Trademark Office or Copyrights (as defined in the Collateral Agreement) registered or applied for with the United States Copyright Office, as the case may be, in each case prior and superior in right to any other person other than Permitted Liens that may take priority as a matter of law, and as otherwise provided in the Pari Passu Intercreditor Agreement (it being understood that subsequent recordings in the United States Patent and Trademark Office and the United States Copyright Office may be necessary to perfect a Lien on registered or applied for Patents, Trademarks, or Copyrights, acquired by the Loan Parties after the date 10.10 hereof).