Common use of Collateral Documents Clause in Contracts

Collateral Documents. (a) The Security Agreement creates in favor of the Agent, for the benefit of the Secured Parties referred to therein, a legal, valid, 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. Upon the filing of UCC financing statements in proper form, and delivery to the Agent of all possessory collateral required to be delivered by the Security Agreement and/or the obtaining of “control” (as defined in the UCC) by the Agent (or, so long as the ABL Intercreditor Agreement is in effect and the ABL Agent is acting as agent for the Agent pursuant thereto for purposes of obtaining possession of or establishing control over certain Collateral, to or by the ABL Agent), 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 (other than those DDAs for which the Agents have not required a Blocked Account Agreement) that may be perfected under the UCC (in effect on the date this representation is made) by filing, recording or registering a financing statement or by obtaining control or possession, in each case prior and superior in right to any other Person to the extent required by the Financing Agreements, subject to Permitted Liens having priority under applicable Law. (b) When the Security Agreement (or a short form thereof) in proper form is filed in the United States Patent and Trademark Office and the United States Copyright Office and when financing statements, releases and other filings in appropriate form are filed in the offices specified on Schedule II of the Security Agreement, the Agent shall have a fully perfected Lien on, and security interest in, all right, title and interest of the applicable Loan Parties in the Intellectual Property Collateral (as defined in the 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 to the extent required by the Financing Agreements, subject to Permitted Liens having priority under applicable Law (it being understood that subsequent recordings in the United States Patent and Trademark Office and the United States Copyright Office may be necessary to perfect a Lien on registered trademarks, trademark applications and copyrights acquired by the Loan Parties after the Escrow Release Date). (c) The Mortgages when granted shall create in favor of the Agent, for the benefit of the Secured Parties referred to therein, a legal, valid, continuing and enforceable first priority Lien in the Mortgaged Property (as defined in the Mortgages), the enforceability of which is subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law. Upon the filing or recording of the Mortgages in proper form with the appropriate Governmental Authorities and the payment of any mortgage recording taxes of fees, the Agent will have a perfected first priority Lien on, and security interest in, to and under all right, title and interest of the grantors thereunder in all Mortgaged Property that may be perfected by such filing or recording (including without limitation the proceeds of such Mortgaged Property), in each case prior and superior in right to any other Person to the extent required by the Financing Agreements, subject to Permitted Liens having priority under applicable Law.

Collateral Documents. (a) The Security Agreement creates in favor Following the due execution and delivery of the AgentCollateral Documents (other than the Mortgages) required to be executed and delivered by this Agreement, for when UCC financing statements in appropriate form are filed in the benefit of appropriate governmental offices, the Secured Parties referred to therein, Administrative Agent shall have a legal, valid, valid and enforceable perfected first priority security interest in the Collateral (as defined in therein) (to the Security Agreementextent that such security interest can be perfected by execution and delivery of the Collateral Documents and/or recording of the UCC financing statements), free and clear of all Liens other than with respect to Liens expressly permitted by Section 7.2. When the enforceability certificates evidencing all Capital Stock of which is subject Subsidiaries of the Borrower pledged pursuant to applicable bankruptcythe Guaranty and Security Agreement are delivered to the Administrative Agent, insolvency, reorganization, moratorium together with appropriate stock powers or other laws affecting creditors’ rights generally and subject to general principles similar instruments of equitytransfer duly executed in blank, regardless of whether considered the Liens in a proceeding in equity or at law. Upon the filing of UCC financing statements in proper formsuch Capital Stock shall be duly perfected first priority security interests, and delivery to the Agent of all possessory collateral required to be delivered perfected by the Security Agreement and/or the obtaining of “control” (as defined in the UCC) by the Agent (or, so long as the ABL Intercreditor Agreement is in effect and the ABL Agent is acting as agent for the Agent pursuant thereto for purposes of obtaining possession of or establishing control over certain Collateral, to or by the ABL Agent), 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 (other than those DDAs for which the Agents have not required a Blocked Account Agreement) that may be perfected under the UCC (in effect on the date this representation is made) by filing, recording or registering a financing statement or by obtaining control or possession, in each case prior and superior in right to any other Person to the extent required capable of being perfected by the Financing Agreements, subject to Permitted Liens having priority under delivery of such applicable Lawfinancing statements. (b) When Each Mortgage, when duly executed and delivered by the Security Agreement (or a short form thereof) in proper form is relevant Loan Party and properly filed in the United States Patent and Trademark Office and the United States Copyright Office and when financing statements, releases and other filings in appropriate form are filed in the offices specified on Schedule II of the Security Agreement, the Agent shall have a fully perfected Lien on, and security interest in, all right, title and interest of the applicable Loan Parties in the Intellectual Property Collateral (as defined in the 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 to the extent required by the Financing Agreements, subject to Permitted Liens having priority under applicable Law (it being understood that subsequent recordings in the United States Patent and Trademark Office and the United States Copyright Office may be necessary to perfect a Lien on registered trademarks, trademark applications and copyrights acquired by the Loan Parties after the Escrow Release Date). (c) The Mortgages when granted shall create in favor of the Agent, for the benefit of the Secured Parties referred to therein, a legal, valid, continuing and enforceable first priority Lien in real estate records where the Mortgaged Property (as defined in the Mortgages)covered thereby is located, the enforceability of which is subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally shall constitute a valid 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 in proper form with the appropriate Governmental Authorities and the payment of any mortgage recording taxes of fees, the Agent will have a perfected first priority Lien on, and security interest in, to and under in all of such Loan Party’s right, title and interest of in and to the grantors thereunder in all Mortgaged Property of such Loan Party covered thereby and the proceeds thereof (to the extent that may such Mortgage can be perfected by such execution, delivery and/or filing or recording (including without limitation the proceeds of such Mortgaged PropertyMortgage), other than with respect to Liens expressly permitted by Section 7.2. (c) No Loan Party owns any Building (as defined in each case prior and superior the applicable Flood Insurance Law) or Manufactured (Mobile) Home (as defined in right to any other Person the applicable Flood Insurance Law) for which such Loan Party has not delivered to the extent required by Administrative Agent evidence reasonably satisfactory to the Financing Agreements, subject to Permitted Liens having priority under applicable LawAdministrative Agent that (a) such Loan Party maintains Flood Insurance for such Building or Manufactured (Mobile) Home or (b) such Building or Manufactured (Mobile) Home is not located in a Special Flood Hazard Area.

Collateral Documents. The due and punctual payment of the principal of and interest and premium, if any, on the Notes when and as the same shall be due and payable, whether on an interest payment date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of and interest and premium (ato the extent permitted by law), if any, on the Notes and performance of all other obligations of the Issuers to the Holders of Notes or the Trustee under this Indenture and the Notes, according to the terms hereunder or thereunder, shall be secured as provided in the Collateral Documents which the Issuers have entered into simultaneously with the execution of this Indenture and which are listed on Exhibit B hereto. Each Holder of Notes, by its acceptance thereof, consents and agrees to the terms of the Collateral Documents (including, without limitation, the provisions providing for foreclosure and release of Note Collateral) as the same may be in effect or may be amended from time to time in accordance with the terms of the Collateral Documents and authorizes and directs the Collateral Agent to enter into the Collateral Documents and to perform its obligations and exercise its rights thereunder in accordance therewith. The Security Agreement creates Issuers shall deliver to the Trustee copies of all documents delivered to the Collateral Agent pursuant to the Collateral Documents, and shall do or cause to be done all such acts and things as may be necessary or proper, or as may be required by the provisions of the Collateral Documents or as may be reasonably requested in writing by the Trustee, to assure and confirm to the Trustee and the Collateral Agent the security interest in the Note Collateral contemplated hereby and by the Collateral Documents or any part thereof, as from time to time constituted, so as to render the same available for the security and benefit of this Indenture and the Notes secured by the Collateral Documents, according to the intent and purposes therein expressed. The Issuers shall take, or shall cause their Subsidiaries that are party to one or more Collateral Documents to take, upon request of the Trustee, any and all actions reasonably required to cause the Collateral Documents to create and maintain, as security for the Obligations of the Issuers hereunder, a valid and enforceable perfected Lien in and on all the Note Collateral, in favor of the Agent, Collateral Agent for the benefit of the Secured Parties referred to therein, a legal, valid, and enforceable security interest in Holders of Notes with the priority required under 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. Upon the filing of UCC financing statements in proper form, and delivery to the Agent of all possessory collateral required to be delivered by the Security Agreement and/or the obtaining of “control” (as defined in the UCC) by the Agent (or, so long as the ABL Intercreditor Agreement is in effect and the ABL Agent is acting as agent for the Agent pursuant thereto for purposes of obtaining possession of or establishing control over certain Collateral, to or by the ABL Agent), 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 (other than those DDAs for which the Agents have not required a Blocked Account Agreement) that may be perfected under the UCC (in effect on the date this representation is made) by filing, recording or registering a financing statement or by obtaining control or possession, in each case prior and superior in right to any other Person to the extent required by the Financing AgreementsDocuments, subject to Permitted Liens having priority under applicable LawLiens. (b) When the Security Agreement (or a short form thereof) in proper form is filed in the United States Patent and Trademark Office and the United States Copyright Office and when financing statements, releases and other filings in appropriate form are filed in the offices specified on Schedule II of the Security Agreement, the Agent shall have a fully perfected Lien on, and security interest in, all right, title and interest of the applicable Loan Parties in the Intellectual Property Collateral (as defined in the 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 to the extent required by the Financing Agreements, subject to Permitted Liens having priority under applicable Law (it being understood that subsequent recordings in the United States Patent and Trademark Office and the United States Copyright Office may be necessary to perfect a Lien on registered trademarks, trademark applications and copyrights acquired by the Loan Parties after the Escrow Release Date). (c) The Mortgages when granted shall create in favor of the Agent, for the benefit of the Secured Parties referred to therein, a legal, valid, continuing and enforceable first priority Lien in the Mortgaged Property (as defined in the Mortgages), the enforceability of which is subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law. Upon the filing or recording of the Mortgages in proper form with the appropriate Governmental Authorities and the payment of any mortgage recording taxes of fees, the Agent will have a perfected first priority Lien on, and security interest in, to and under all right, title and interest of the grantors thereunder in all Mortgaged Property that may be perfected by such filing or recording (including without limitation the proceeds of such Mortgaged Property), in each case prior and superior in right to any other Person to the extent required by the Financing Agreements, subject to Permitted Liens having priority under applicable Law.

Collateral Documents. (a) The Guaranty and Security Agreement creates is effective to create in favor of the Agent, Administrative Agent for the ratable benefit of the Secured Parties referred to therein, a legal, valid, valid and enforceable security interest in the Collateral (as defined in the Security Agreementtherein), 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 when UCC financing statements in proper form, and delivery appropriate form are filed in the offices specified on Schedule 3 to the Agent of all possessory collateral required Guaranty and Security Agreement, the Guaranty and Security Agreement shall constitute a fully perfected Lien (to the extent that such Lien may be delivered perfected by the Security Agreement and/or the obtaining filing of “control” (as defined in the UCCa UCC financing statement) by the Agent (or, so long as the ABL Intercreditor Agreement is in effect and the ABL Agent is acting as agent for the Agent pursuant thereto for purposes of obtaining possession of or establishing control over certain Collateral, to or by the ABL Agent), 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 (other than those DDAs for which the Agents have not required a Blocked Account Agreement) that may be perfected under the UCC (in effect on the date this representation is made) by filing, recording or registering a financing statement or by obtaining control or possessionsuch Collateral, in each case prior and superior in right to any other Person Person, other than with respect to Permitted Liens. When the certificates evidencing all Capital Stock pledged pursuant to the extent required by Guaranty and Security Agreement are delivered to the Financing AgreementsAdministrative Agent, together with appropriate stock powers or other similar instruments of transfer duly executed in blank, the Liens in such Capital Stock shall be fully perfected first priority security interests (subject to Permitted Liens having priority inchoate tax liens and restrictions under applicable Lawfederal and state securities laws), perfected by “control” as defined in the UCC. (b) When the filings in subsection (a) of this Section are made and when, if applicable, the Patent Security Agreement (or a short form thereof) in proper form is Agreements and the Trademark Security Agreements are filed in the United States Patent and Trademark Office and the United States Copyright Office and when financing statements, releases and other filings in appropriate form Security Agreements are filed in the offices specified on Schedule II of the Security AgreementUnited States Copyright Office, the Agent Guaranty and Security Agreement shall have constitute a fully perfected Lien on, and security interest in, all right, title and interest of the applicable Loan Parties in the Intellectual Property Collateral (as defined in the Security Agreement) Patents, Trademarks and Copyrights, if any, 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 to the extent required by the Financing Agreements, subject to Permitted Liens having priority under applicable Law (it being understood that subsequent recordings in the United States Patent and Trademark Office and the United States Copyright Office may be necessary to perfect a Lien on registered trademarks, trademark applications and copyrights acquired by the Loan Parties after the Escrow Release Date)Person. (c) The Mortgages when granted shall create in favor of the Agent, for the benefit of the Secured Parties referred to therein, a legal, valid, continuing and enforceable first priority Lien in the Mortgaged Property (as defined in the Mortgages), the enforceability of which is subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law. Upon the filing or recording of the Mortgages in proper form with the appropriate Governmental Authorities and the payment of any mortgage recording taxes of fees, the Agent will have a perfected first priority Lien on, and security interest in, to and under all right, title and interest of the grantors thereunder in all Mortgaged Property that may be perfected by such filing or recording (including without limitation the proceeds of such Mortgaged Property), in each case prior and superior in right to any other Person to the extent required by the Financing Agreements, subject to Permitted Liens having priority under applicable Law.

Collateral Documents. (a) The Security Agreement creates Subject to the provisions of clause (b) below with respect to the requirement of the Agent to maintain possession as the Pledged Collateral, the provisions of each of the Collateral Documents are effective to create in favor of the Agent, Agent for the benefit of the Secured Parties referred to thereinLenders and the Agent, a legal, valid, valid and enforceable first priority security interest in all right, title and interest of each Credit Party in the Collateral (as defined described therein; and financing statements have been filed in the offices in all of the jurisdictions listed in the schedule to the Borrower Security Agreement and the Guarantor 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. Upon the filing of UCC financing statements in proper form, and delivery each Intellectual Property Assignment has been filed in the U.S. Patent and Trademark Office and the U.S. Copyright Office. (b) The provisions of the Borrower Pledge Agreement and the Guarantor Pledge Agreement are effective to create, in favor of the Agent for the benefit of the Lenders and the Agent, a legal, valid and enforceable first priority security interest in all of the Collateral described therein; and the Pledged Collateral was delivered to the Agent or its nominee in accordance with the terms thereof. The Lien of all possessory collateral required to be delivered by the Security Borrower Pledge Agreement and/or the obtaining of “control” (as defined in the UCC) by the Agent (or, so long as the ABL Intercreditor Agreement is in effect and the ABL Agent is acting as agent for the Agent pursuant thereto for purposes of obtaining possession of or establishing control over certain CollateralGuarantor Pledge Agreement constitutes a perfected, to or by the ABL Agent), the Agent will have a perfected Lien on, and first priority security interest in, to and under in all right, title and interest of the grantors thereunder Credit Party thereto in all the Pledged Collateral (other than those DDAs for which the Agents have not required a Blocked Account Agreement) that may be perfected under the UCC (in effect on the date this representation is made) by filingdescribed therein, recording or registering a financing statement or by obtaining control or possession, in each case prior and superior in right to any all other Person to Liens and interests, provided the extent required by the Financing Agreements, subject to Permitted Liens having priority under applicable Law. (b) When the Security Agreement (or a short form thereof) in proper form is filed in the United States Patent and Trademark Office and the United States Copyright Office and when financing statements, releases and other filings in appropriate form are filed in the offices specified on Schedule II Agent maintains possession of the Security Pledged Collateral for the term of each such Borrower Pledge Agreement or Guarantor Pledge Agreement, the Agent shall have a fully perfected Lien on, and security interest in, all right, title and interest of the applicable Loan Parties in the Intellectual Property Collateral (as defined in the 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 to the extent required by the Financing Agreements, subject to Permitted Liens having priority under applicable Law (it being understood that subsequent recordings in the United States Patent and Trademark Office and the United States Copyright Office may be necessary to perfect a Lien on registered trademarks, trademark applications and copyrights acquired by the Loan Parties after the Escrow Release Date). (c) The Mortgages when granted shall create All representations and warranties of each Credit Party contained in favor the Collateral Documents are true and correct as of the Agentdate on which made, for the benefit of the Secured Parties referred to therein, a legal, valid, continuing and enforceable first priority Lien in the Mortgaged Property (as defined in the Mortgages), the enforceability of which is subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law. Upon the filing or recording of the Mortgages in proper form with the appropriate Governmental Authorities and the payment of any mortgage recording taxes of fees, the Agent will have a perfected first priority Lien on, and security interest in, to and under all right, title and interest of the grantors thereunder in all Mortgaged Property that may be perfected by such filing or recording (including without limitation the proceeds of such Mortgaged Property), in each case prior and superior in right to any other Person except to the extent required by the Financing Agreementssuch representations pertain to a prior date, subject to Permitted Liens having priority under applicable Lawin which case such representations and warranties are true and correct as of such prior date.

Collateral Documents. (a) The Security Agreement creates 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 referred to thereinParties, a legal, valid, valid and enforceable security interest in the Collateral (as defined in the Security Agreement) and the proceeds thereof and (i) when the Pledged Collateral is delivered to the Administrative Agent (together with a properly completed and signed stock power or endorsement), 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 UCC financing statements in proper form, and delivery to the Agent of all possessory collateral required to be delivered by Lien created under the Security Agreement and/or the obtaining of “control” (as defined in the UCC) by the Agent (or, so long as the ABL Intercreditor Agreement is in effect and the ABL Agent is acting as agent for the Agent pursuant thereto for purposes of obtaining possession of or establishing control over certain Collateral, to or by the ABL Agent), the Agent will have shall constitute a fully perfected first priority Lien on, and security interest in, to and under all right, title and interest of the grantors thereunder Obligors in all such Pledged Collateral (other than those DDAs for which to the Agents have not required a Blocked Account Agreement) that may extent security interests in such Pledged Collateral can be perfected under the UCC (in effect on the date this representation is made) by filingsuch delivery, recording or registering a financing statement or by obtaining control or possession, in each case prior and superior in right to any other Person to the extent required by the Financing AgreementsPerson, subject to Permitted Liens having priority under applicable Law. and (bii) When the Security Agreement (or a short form thereof) in proper form is filed in the United States Patent and Trademark Office and the United States Copyright Office and when financing statements, releases and other filings statements in appropriate form are filed in the offices specified on Schedule II of in the Perfection Certificate, the Lien created under the Security Agreement, the Agent shall have Agreement will constitute a fully perfected Lien on, and security interest in, all right, title and interest of the applicable Loan Parties Obligors in such Collateral to the extent security interests in such Collateral can be perfected by the filing of financing statements, prior and superior in right to any other Person, other than with respect to Liens expressly permitted by Section 6.02. (b) Upon the recordation of the Security Agreement (or a short-form security agreement in form and substance reasonably satisfactory to the Company and the Administrative Agent) with the United States Patent and Trademark Office and the United States Copyright Office, together with the financing statements in appropriate form filed in the offices specified in the Perfection Certificate, the Lien created under the Security Agreement shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Obligors in the United States registered and applied for Intellectual Property Collateral (as defined in the Security Agreement) in which a security interest may be perfected by filing, recording or registering a security agreement, financing statement or analogous document such filing in the United States Patent and Trademark Office or the United States Copyright Office, as applicableits territories and possessions, in each case prior and superior in right to any other Person Person, other than with respect to the extent required Liens expressly permitted by the Financing Agreements, subject to Permitted Liens having priority under applicable Law 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 trademarkstrademarks and patents, trademark and patent applications and registered copyrights filed, issued or acquired by the Loan Parties Obligors after the Escrow Release Datedate hereof). (c) The Each of the Mortgages when granted shall (if any) is effective to create in favor of the Collateral Agent, for the benefit of the Secured Parties referred to Parties, a valid Lien on the Mortgaged Properties described therein and proceeds thereof, and when the Mortgages are filed in the offices specified therein, each such Mortgage shall constitute a legal, valid, continuing and enforceable first priority Lien in the Mortgaged Property (as defined in the Mortgages), the enforceability of which is subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law. Upon the filing or recording of the Mortgages in proper form with the appropriate Governmental Authorities and the payment of any mortgage recording taxes of fees, the Agent will have a fully perfected first priority Lien on, and security interest in, to and under all right, title and interest of the grantors thereunder Obligors in all the Mortgaged Property that may be perfected by such filing or recording (including without limitation Properties and the proceeds of such Mortgaged Propertythereof, as security for the Obligations (as defined in the relevant Mortgage), in each case prior and superior in right to any other Person to the extent required (except Liens permitted by the Financing Agreements, subject to Permitted Liens having priority under applicable LawSection 6.02).

Collateral Documents. (a) The Security Agreement creates and each other Collateral Document (other than any Mortgages) executed and delivered by a Loan Party is effective to create in favor of the Collateral Agent, for the benefit of the Secured Parties referred to thereinParties, a legal, valid, binding and enforceable security interest in the Collateral described therein, except as enforceability may be limited by (as defined in the Security Agreement), the enforceability of which i) applicable Debtor Relief Laws and by general equitable principles (whether enforcement 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 sought by proceedings in equity or at law) and (ii) Foreign Obligor Enforceability Exceptions. Upon the filing of UCC financing statements in proper form, and delivery Subject to the Agent terms of all possessory collateral required to be delivered by Section 5.9(d) and except as otherwise provided under applicable Requirements of Law (including the UCC), in the case of (i) the Pledged Equity Interests described in the Security Agreement and/or Agreement, when any stock certificates representing such Pledged Equity Interests (and constituting “certificated securities” within the obtaining meaning of “control” (as defined in the UCC) by are delivered to the Agent Collateral Agent, (or, so long as the ABL Intercreditor Agreement is in effect and the ABL Agent is acting as agent for the Agent pursuant thereto for purposes of obtaining possession of or establishing control over certain Collateral, ii) Collateral with respect to or by the ABL Agent), the Agent will have which a perfected Lien on, and security interest in, to and under all right, title and interest of the grantors thereunder in all Collateral (other than those DDAs for which the Agents have not required a Blocked Account Agreement) that may be perfected under only by possession or control, upon the UCC (in effect on the date this representation is made) by filing, recording taking of possession or registering a financing statement or by obtaining control or possession, in each case prior and superior in right to any other Person to the extent required by the Financing AgreementsCollateral Agent of such Collateral, subject to Permitted Liens having priority under applicable Law. and (biii) When the Security Agreement (or a short form thereof) in proper form is filed other personal property Collateral described in the United States Patent and Trademark Office and the United States Copyright Office and Collateral Documents, when financing statements, releases and other filings statements in appropriate form are filed in the offices appropriate filing offices, appropriate assignments or notices are filed in each applicable IP Office and such other filings as are specified on Schedule II of by the Security AgreementAgreement have been completed, the Agent Lien on the Collateral created by the Security Agreement shall have constitute a fully perfected Lien on, and security interest in, all right, title and interest of the applicable Loan Parties in the Intellectual Property Collateral (as defined in the 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 Officesuch Collateral, as applicablesecurity for the Obligations, in each case prior and superior in right to the Liens of any other Person to the extent required by the Financing Agreements, subject to (except Permitted Liens having priority under applicable Law (it being understood that subsequent recordings in the United States Patent and Trademark Office and the United States Copyright Office may be necessary to perfect a Lien on registered trademarks, trademark applications and copyrights acquired by the Loan Parties after the Escrow Release DateLiens). (cb) The Each of the Mortgages when granted shall executed and delivered by a Loan Party is effective to create in favor of the Collateral Agent, for the benefit of the Secured Parties referred to thereinParties, a legal, valid, continuing binding and enforceable first priority Lien on the Mortgaged Properties described therein; and when the Mortgages are filed or recorded in the offices of the official records of the county where the applicable Mortgaged Property (as defined in the Mortgages)is located, 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 each Mortgage shall constitute a proceeding in equity or at law. Upon the filing or recording of the Mortgages in proper form with the appropriate Governmental Authorities and the payment of any mortgage recording taxes of fees, the Agent will have a fully perfected first priority Lien on, and security interest in, to and under all right, title and interest of the grantors thereunder Loan Parties in all the Mortgaged Property that may be perfected by such filing or recording Properties described therein, as security for the Obligations (including without limitation as defined in the proceeds of such Mortgaged Propertyrelevant Mortgage), in each case prior and superior in right to any other Person to the extent required (other than Persons holding Liens or other encumbrances or rights permitted by the Financing Agreementsrelevant Mortgage or the Loan Documents, subject to including Permitted Liens having priority under applicable LawLiens).

Collateral Documents. (a) The Security Agreement creates in favor Each Lender authorizes the Agent to enter into and remain subject to each of the Collateral Documents to which it is a party and to take all action contemplated by such documents. Each Lender agrees that no Holder of Secured Obligations (other than the Agent) shall have the right individually to seek to realize upon the security granted by any Collateral Document, it being understood and agreed that such rights and remedies may be exercised solely by the Agent for the benefit of the Holders of Secured Parties referred to therein, a legal, valid, and enforceable security interest in Obligations upon the terms of 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. Upon the filing of UCC financing statements in proper form, and delivery to the Agent of all possessory collateral required to be delivered by the Security Agreement and/or the obtaining of “control” (as defined in the UCC) by the Agent (or, so long as the ABL Intercreditor Agreement is in effect and the ABL Agent is acting as agent for the Agent pursuant thereto for purposes of obtaining possession of or establishing control over certain Collateral, to or by the ABL Agent), 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 (other than those DDAs for which the Agents have not required a Blocked Account Agreement) that may be perfected under the UCC (in effect on the date this representation is made) by filing, recording or registering a financing statement or by obtaining control or possession, in each case prior and superior in right to any other Person to the extent required by the Financing Agreements, subject to Permitted Liens having priority under applicable LawDocuments. (b) When In the Security Agreement (or a short form thereof) in proper form event that any Collateral is filed in hereafter pledged by any Person as collateral security for the United States Patent and Trademark Office and the United States Copyright Office and when financing statements, releases and other filings in appropriate form are filed in the offices specified on Schedule II of the Security AgreementSecured Obligations, the Agent shall have a fully perfected Lien on, is hereby authorized to execute and security interest in, all right, title and interest deliver on behalf of the applicable Holders of Secured Obligations any Loan Parties in the Intellectual Property Collateral (as defined in the Security Agreement) in which a security interest may be perfected by filing, recording Documents necessary or registering a security agreement, financing statement or analogous document in the United States Patent appropriate to grant and Trademark Office or the United States Copyright Office, as applicable, in each case prior and superior in right to any other Person to the extent required by the Financing Agreements, subject to Permitted Liens having priority under applicable Law (it being understood that subsequent recordings in the United States Patent and Trademark Office and the United States Copyright Office may be necessary to perfect a Lien on registered trademarks, trademark applications and copyrights acquired by such Collateral in favor of the Loan Parties after Agent on behalf of the Escrow Release Date)Holders of Secured Obligations. (c) The Mortgages when granted shall create in favor of Lenders hereby authorize the Agent, at its option and in its discretion, to release any Lien granted to or held by the Agent upon any Collateral (i) upon termination of the Commitments and payment and satisfaction of all of the Obligations (other than contingent indemnity obligations and Rate Management Obligations) at any time arising under or in respect of this Agreement or the Loan Documents or the transactions contemplated hereby or thereby; (ii) as permitted by, but only in accordance with, the terms of the applicable Loan Document; or (iii) if approved, authorized or ratified in writing by the Required Lenders, unless such release is required to be approved by all of the Lenders hereunder. Upon request by the Agent at any time, the Lenders will confirm in writing the Agent’s authority to release particular types or items of Collateral pursuant to this Section 10.15. (d) Upon any sale or transfer of assets constituting Collateral which is permitted pursuant to the terms of any Loan Document, or consented to in writing by the Required Lenders or all of the Lenders, as applicable, and upon at least three (3) Business Days’ prior written request by the Borrower to the Agent, the Agent shall (and is hereby irrevocably authorized by the Lenders to) execute such documents as may be necessary to evidence the release of the Liens granted to the Agent for the benefit of the Holders of Secured Parties referred Obligations herein or pursuant hereto upon the Collateral that was sold or transferred; provided, however, that (i) the Agent shall not be required to thereinexecute any such document on terms which, a legal, valid, continuing and enforceable first priority Lien in the Mortgaged Property Agent’s opinion, would expose the Agent to liability or create any obligation or entail any consequence other than the release of such Liens without recourse or warranty, and (as defined ii) such release shall not in any manner discharge, affect or impair the Mortgages), the enforceability of which is subject to applicable bankruptcy, insolvency, reorganization, moratorium Secured Obligations or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity any Liens upon (or at law. Upon the filing or recording obligations of the Mortgages in proper form with Borrower or any Credit Party) all interests retained by the appropriate Governmental Authorities and the payment of Borrower or any mortgage recording taxes of feesCredit Party, the Agent will have a perfected first priority Lien on, and security interest in, to and under all right, title and interest of the grantors thereunder in all Mortgaged Property that may be perfected by such filing or recording including (including without limitation limitation) the proceeds of such Mortgaged Property)the sale, in each case prior and superior in right all of which shall continue to any other Person to constitute part of the extent required by the Financing Agreements, subject to Permitted Liens having priority under applicable LawCollateral.

Collateral Documents. (ai) The Security Agreement creates in favor Such Uniform Commercial Code financing statements (including, where applicable, Uniform Commercial Code fixture filings with respect to each of the AgentProperties) shall have been filed (or delivered to the Administrative Agent for filing) in such jurisdictions as the Administrative Agent may request to perfect the Liens granted to the Administrative Agent in this Agreement, the Security Documents and the other Credit Documents; (ii) Such Uniform Commercial Code termination statements (appropriately completed and executed) shall have been filed (or delivered to the Administrative Agent for filing) in such jurisdictions as the benefit Administrative Agent may request to terminate any financing statement evidencing Liens of the Secured Parties referred to therein, a legal, valid, and enforceable security interest other Persons in the Collateral which have priority over the Liens granted to the Administrative Agent in this Agreement, the Security Documents and the other Credit Documents, except for any such prior Liens which are expressly permitted by this Agreement to have such priority; (as defined iii) Uniform Commercial Code searches from the jurisdictions in which Uniform Commercial Code financing statements are to be filed pursuant to Section 3.01(e)(i) reflecting no other financing statements or filings which evidence Liens of other Persons in the Security Collateral which have priority over the Liens granted to the Administrative Agent in this 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. Upon the filing of UCC financing statements in proper form, and delivery to the Agent of all possessory collateral required to be delivered by the Security Agreement and/or the obtaining of “control” (as defined in the UCC) by the Agent (or, so long as the ABL Intercreditor Agreement is in effect Documents and the ABL Agent is acting as agent other Credit Documents, except for the Agent pursuant thereto for purposes of obtaining possession of any such prior Liens (A) which are expressly permitted by this Agreement to have such priority or establishing control over certain Collateral, to or by the ABL Agent), 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 (other than those DDAs B) for which the Agents have not Administrative Agent has received a termination statement pursuant to Section 3.01(e)(ii); (iv) The stock certificates, if applicable, representing (A) the Equity Interests of each of the Pledged Persons listed on Schedule III, in the percentage(s) of each such Pledged Person pledged as indicated on Schedule III, together with, as applicable, undated stock powers or other instruments of transfer duly executed by any applicable Loan Party, in blank and attached thereto (it being understood that CBII shall cause each Person required a Blocked Account Agreement) that to deliver such stock certificates or other documentation to take such other steps as may be perfected under the UCC (in effect on the date this representation is made) by filing, recording or registering a financing statement or by obtaining control or possession, in each case prior and superior in right to any other Person to the extent required requested by the Financing Agreements, subject Administrative Agent to Permitted Liens having priority under perfect the Administrative Agent’s Lien in such Collateral in compliance with any applicable Law.law); (bv) When the Security Agreement (or a short form thereof) in proper form is filed in Appropriate documents for filing with the United States Patent and Trademark Office and the United States Copyright Office and when financing statements, releases and other filings in appropriate form are filed necessary to perfect the security interests granted in the offices specified on Schedule II of the Security Agreement, the Agent shall have a fully perfected Lien on, and security interest in, all right, title and interest of the applicable Loan Parties in the Intellectual Property Collateral (as defined in the 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 applicableIP, in each case prior to the Administrative Agent by the Security Documents, all appropriately completed and superior duly executed by any applicable CBII Entity and, where appropriate, notarized or legalized, as applicable; (vi) A certificate of CBII certifying that the Significant Parties possess all material environmental permits necessary for the conduct of their respective businesses; (vii) Such other documents, instruments and agreements as the Administrative Agent may reasonably request to establish and perfect the Liens granted to the Administrative Agent in right the Collateral pursuant to any this Agreement, the Security Documents and the other Person Credit Documents; and (viii) Such other evidence as the Administrative Agent may reasonably request to establish that the Liens granted to the Administrative Agent in the Collateral pursuant to this Agreement, the Security Documents and the other Credit Documents are perfected (to the extent required by that the Financing Agreements, subject to Permitted Liens having priority under applicable Law (it being understood that subsequent recordings in the United States Patent and Trademark Office and the United States Copyright Office may be necessary to perfect a Lien on registered trademarks, trademark applications and copyrights acquired by Credit Documents obligate the Loan Parties after to provide such a perfected Lien) and have priority over the Escrow Release Date). (c) The Mortgages when granted shall create in favor Liens of the Agent, for the benefit of the Secured Parties referred to therein, a legal, valid, continuing and enforceable first priority Lien other Persons in the Mortgaged Property (as defined in the Mortgages)Collateral, the enforceability of except for any such Liens which is subject are expressly permitted by this Agreement 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 in proper form with the appropriate Governmental Authorities and the payment of any mortgage recording taxes of fees, the Agent will have a perfected first priority Lien on, and security interest in, to and under all right, title and interest of the grantors thereunder in all Mortgaged Property that may be perfected by such filing or recording (including without limitation the proceeds of such Mortgaged Property), in each case prior and superior in right to any other Person to the extent required by the Financing Agreements, subject to Permitted Liens having priority under applicable Lawprior.

Collateral Documents. (a) The Pledge and Security Agreement creates and Collateral Assignments, upon execution and delivery thereof by the parties thereto, will, under the governing law thereof, create in favor of the Agent, Agent for the benefit of the Secured Parties referred to thereinLenders, a legal, valid, valid and enforceable security interest in the Collateral described therein to the extent intended to be created thereby. (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. Upon the filing of i) when UCC financing statements in proper form, and delivery to the Agent of all possessory collateral required to be delivered by the Security Agreement and/or the obtaining of “control” (as defined in the UCC) by the Agent (or, so long as the ABL Intercreditor Agreement is in effect and the ABL Agent is acting as agent for the Agent pursuant thereto for purposes of obtaining possession of or establishing control over certain Collateral, to or by the ABL Agent), 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 (other than those DDAs for which the Agents have not required a Blocked Account Agreement) that may be perfected under the UCC (in effect on the date this representation is made) by filing, recording or registering a financing statement or by obtaining control or possession, in each case prior and superior in right to any other Person to the extent required by the Financing Agreements, subject to Permitted Liens having priority under applicable Law. (b) When the Security Agreement (or a short form thereof) in proper form is filed in the United States Patent and Trademark Office and the United States Copyright Office and when financing statements, releases and other filings in appropriate form are filed in respect of the applicable Loan Parties in the offices of secretaries of state of those states specified on Schedule II in paragraph 1(a) of the Security AgreementPerfection Certificate, to the extent perfection can be obtained by filing UCC financing statements, the Agent (for the benefit of the Lenders) shall have a fully perfected Lien on, and security interest inin all right, title and interest of the relevant Loan Parties in the Collateral described therein (including, in the case of Intellectual Property, all state trademark registrations, common law trademarks and any applications for the registration of any of the foregoing, but excluding the Collateral described in the following clauses (ii) through (iv)) and, subject to Section 9-315 of the UCC, the proceeds thereof, as security for the Obligations, prior and superior in right to any other person (except for Liens permitted under Section 6.02), (ii) in the case of the Pledged Collateral, when the original stock certificates representing the Pledged Collateral are delivered to the Agent and UCC financing statements in the appropriate form are filed in respect of the applicable Loan Parties in the offices of secretaries of state of those states specified in paragraph 1(a) of the Perfection Certificate, to the extent perfection can be obtained by the deposit of the original stock certificates and the filing of UCC financing statements, the 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 relevant Loan Parties in such Pledged Collateral and, subject to Section 9-315 of the UCC, the proceeds thereof, as security for the Obligations, prior and superior in right to any other person (except for Liens permitted under Section 6.02), (iii) in the case of any deposit or securities accounts included in the Collateral (which, for the avoidance of doubt, excludes Excluded Accounts), to the extent perfection can be obtained by entering into a Control Agreement, when a Control Agreement is entered into with respect to such deposit or securities accounts, the 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 applicable Loan Parties in such deposit or securities accounts, as applicable, as security for the Obligations, prior and superior in right to any other person (except for Liens permitted under Section 6.02) and (iv) in the case of United States patent, United States copyright, and United States federal trademark registrations, and applications for the issuance or registration of any of the foregoing upon the recordation of a short-form security agreement in form and substance reasonably satisfactory to the Agent with the United States Patent and Trademark Office, or the United States Copyright Office, as applicable, together with the filing of UCC financing statements (together with any schedules the Agent requests that the Borrower includes to itemize such Intellectual Property Collateral (included as defined Collateral) in the Security Agreementappropriate form in respect of the applicable Loan Parties in the offices of secretaries of state of those states specified in paragraph 1(a) of the Perfection Certificate, the 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 applicable Loan Parties organized in the United States in such Intellectual Property in which a security interest may be perfected by filingsuch filing in the United States, recording or registering in each case, prior and superior in right to any other Person (except for Liens permitted under Section 6.02 that have priority as a security agreement, financing statement or analogous document matter of law) (it being understood that subsequent recordings 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 to the extent required by the Financing Agreements, subject to Permitted Liens having priority under applicable Law (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 trademarkspatents, patent applications, and trademark and copyright registrations and applications and copyrights acquired by for registration acquired, obtained or initiated by, or granted to, the Loan Parties after the Escrow Release Datedate hereof). (c) The Mortgages when granted shall create in favor of the Agent, for the benefit of the Secured Parties referred to therein, a legal, valid, continuing and enforceable first priority Lien in the Mortgaged Property (as defined in the Mortgages), the enforceability of which is subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law. Upon the filing or recording of the Mortgages in proper form with the appropriate Governmental Authorities and the payment of any mortgage recording taxes of fees, the Agent will have a perfected first priority Lien on, and security interest in, to and under all right, title and interest of the grantors thereunder in all Mortgaged Property that may be perfected by such filing or recording (including without limitation the proceeds of such Mortgaged Property), in each case prior and superior in right to any other Person to the extent required by the Financing Agreements, subject to Permitted Liens having priority under applicable Law.

Collateral Documents. (a) The Guaranty and Security Agreement creates Agreement, upon execution and delivery thereof by the parties thereto, will create in favor of the Agent, for the ratable benefit of the Secured Parties referred to thereinParties, a legal, valid, valid and enforceable security interest in the Collateral and the proceeds thereof and (i) when the Pledged Collateral (as defined in the Guaranty and Security Agreement)) is delivered to the Agent, the enforceability of which is subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally Lien created under the Guaranty and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law. Upon the filing of UCC financing statements in proper form, and delivery to the Agent of all possessory collateral required to be delivered by the Security Agreement and/or the obtaining of “control” (as defined in the UCC) by the Agent (or, so long as the ABL Intercreditor Agreement is in effect and the ABL Agent is acting as agent for the Agent pursuant thereto for purposes of obtaining possession of or establishing control over certain Collateral, to or by the ABL Agent), the Agent will have shall constitute a fully perfected first priority Lien on, and security interest in, to and under all right, title and interest of the grantors thereunder Credit Parties in all Collateral (other than those DDAs for which the Agents have not required a Blocked Account Agreement) that may be perfected under the UCC (in effect on the date this representation is made) by filing, recording or registering a financing statement or by obtaining control or possessionsuch Pledged Collateral, in each case prior and superior in right to any other Person to the extent required by the Financing Agreements, subject (other than with respect to Permitted Liens having priority under applicable Law. Liens), (bii) When when the Security Agreement (or a short form thereof) in proper form is filed in the United States Patent and Trademark Office and the United States Copyright Office and when financing statements, releases and other filings statements in appropriate form are filed in the offices appropriate jurisdictions (which, on the Closing Date, shall be the jurisdictions specified on Schedule II 2 of the Guaranty and Security Agreement) and (iii) when Control Agreements are entered into by all parties thereto, the Agent shall have Lien created under the Guaranty and Security Agreement will constitute a fully perfected Lien on, and security interest in, all right, title and interest of the applicable Loan Credit Parties in the Collateral described in such statements (other than Intellectual Property Collateral (as defined in the Security AgreementProperty) in which a security interest may be perfected by filingtaking possession of such Pledged Collateral, recording by such filing or registering a security agreement, financing statement or analogous document in the United States Patent and Trademark Office or the United States Copyright Officeby entering into such Control Agreements, as applicable, in each case prior and superior in right to any other Person Person, other than with respect to Permitted Liens. (b) Upon the recordation of each short-form security agreement (in the form of Annex 2 to the extent required Guaranty and Security Agreement) with the United States Patent and Trademark Office and the United States Copyright Office, as applicable, together with the financing statements in appropriate form filed in the appropriate jurisdictions (which, on the Closing Date, shall be the jurisdictions specified on Schedule 2 of the Guaranty and Security Agreement), the Lien created under the Guaranty and Security Agreement shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Credit Parties in the Intellectual Property in which a security interest may be perfected by filing in the Financing AgreementsUnited States and its territories and possessions, subject in each case prior and superior in right to any other Person, other than with respect to Permitted Liens having priority under applicable Law (it being understood that subsequent recordings in the United States Patent and Trademark Office and the United States Copyright Office may be necessary to perfect a Lien on registered trademarkstrademarks and patents, trademark and patent applications and registered copyrights acquired by the Loan Credit Parties after the Escrow Release Closing Date). (c) The Mortgages when granted shall Each Mortgage is effective to create in favor of the Agent, for the ratable benefit of the Secured Parties referred to thereinParties, a legal, valid, continuing valid and enforceable first priority Lien on all of the applicable Credit 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 Mortgaged Property appropriate offices (as defined in the Mortgagesif any), 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 such Mortgage shall constitute a proceeding in equity or at law. Upon the filing or recording of the Mortgages in proper form with the appropriate Governmental Authorities and the payment of any mortgage recording taxes of fees, the Agent will have a fully perfected first priority Lien on, and security interest in, to and under all right, title and interest of the grantors thereunder such Credit Party in all Mortgaged Property that may be perfected by such filing or recording (including without limitation mortgaged property and the proceeds of such Mortgaged Property)thereof, in each case prior and superior in right to any other Person Person, other than with respect to Permitted Liens. (d) Each Collateral Document, other than any Collateral Document referred to in the preceding paragraphs of this Section 3.19, 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 Collateral Agent, for the benefit of the Secured Parties, a valid and enforceable security interest in the Collateral subject thereto in which a security interest may be perfected by such filings or actions, and will constitute a fully perfected security interest in all right, title and interest of the Credit Parties in the Collateral subject thereto, prior and superior to the extent required by the Financing Agreementsrights of any other Person, subject other than with respect to Permitted Liens having priority under applicable LawLiens.

Collateral Documents. (ai) The Security Agreement creates Each Collateral Document (other than each Mortgage), when executed and delivered, is effective to create in favor of the Agent, Collateral Agent (for the benefit of the Secured Parties referred to thereinParties), a legal, valid, valid and enforceable security interest in the Collateral described therein and the Collateral Agent has been authorized (as defined in the Security Agreement), the enforceability and is hereby authorized) to make all filings of which is subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally UCC-1 and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law. Upon the filing of UCC as-extracted collateral financing statements in proper formthe 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 delivery (ii) with respect to the Agent of all possessory collateral required to be delivered by the Security Agreement and/or the obtaining of “control” (as defined security interest created in the UCC) by the Agent Collateral pursuant to each Collateral Document (other than each Mortgage), upon such filings (or, so long as the ABL Intercreditor Agreement is in effect and the ABL Agent is acting as agent for the Agent pursuant thereto for purposes of obtaining possession of or establishing control over certain with respect to possessory Collateral, to upon the taking of possession by the Collateral Agent (or by the ABL AgentTerm Loan Agent as bailee for the Collateral Agent pursuant to the Term Loan Intercreditor Agreement, if applicable) of any such Collateral which may be perfected by possession), the Agent such security interests will have a constitute perfected Lien First Priority Liens on, and security interest in, to and under all right, title and interest of the grantors thereunder in all Collateral (other than those DDAs for which the Agents have not required a Blocked Account Agreement) that may be perfected under the UCC (in effect on the date this representation is made) by filing, recording or registering a financing statement or by obtaining control or possession, in each case prior and superior in right to any other Person to the extent required by the Financing Agreements, subject to Permitted Liens having priority under applicable Law. (b) When the Security Agreement (or a short form thereof) in proper form is filed in the United States Patent and Trademark Office and the United States Copyright Office and when financing statements, releases and other filings in appropriate form are filed in the offices specified on Schedule II of the Security Agreement, the Agent shall have a fully perfected Lien on, and security interest interests in, all right, title and interest of the applicable Loan Parties debtor party thereto in the Intellectual Property Collateral (as defined in the Security Agreement) in which a security interest may described therein that can be perfected by filing, recording filing a UCC-1 or registering a security agreement, as-extracted financing statement or analogous document in the United States Patent and Trademark Office or the United States Copyright Officestatement, as applicable, in each case prior and superior in right to any other Person to the extent required appropriate filing office or by the Financing Agreementsdelivery, subject to Permitted Liens having priority under applicable Law (it being understood that subsequent recordings in the United States Patent and Trademark Office and the United States Copyright Office may be necessary to perfect a Lien on registered trademarks, trademark applications and copyrights acquired by the Loan Parties after the Escrow Release Date)case of possessory Collateral. (cb) The Mortgages Each of the Mortgages, when granted shall executed and delivered, will be effective to create in favor of the Collateral Agent, for the ratable benefit of the Secured Parties referred to thereinParties, a legal, valid, continuing valid and enforceable first priority Lien in the Mortgaged Property (as defined in the Mortgages), the enforceability of which is subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting equity and creditors’ rights generally generally) lien on the Material Real Property described therein and subject to general principles of equitysuch security interests will constitute, regardless of whether considered upon such Mortgage being and recorded in a proceeding in equity or at law. Upon the filing or recording of the Mortgages in proper form with the appropriate Governmental Authorities and the payment of any mortgage recording taxes of feesfiling offices, the Agent will have a perfected first priority Lien on, and security interest in, to and under all right, title and interest of the grantors thereunder in all Mortgaged Property that may be perfected by First Priority Liens on such filing or recording (including without limitation the proceeds of such Mortgaged Material Real Property), in each case prior and superior in right to any other Person to the extent required by the Financing Agreements, subject to Permitted Liens having priority under applicable LawReal Estate Encumbrances.

Collateral Documents. (a) The Upon execution and delivery thereof by the parties thereto, each of the Borrower Pledge and Security Agreement, the Subsidiary Pledge and Security Agreement creates and the Parent Pledge and Security Agreement will be effective to create in favor of the Administrative Agent, for the ratable benefit of the Secured Parties referred to thereinLenders, a legal, valid, valid and enforceable security interest in the Collateral (as defined in pledged stock described therein and, when stock certificates representing or constituting 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. Upon the filing of UCC financing statements in proper form, and delivery pledged stock described therein are delivered to the Agent of all possessory collateral required to be delivered by the Security Agreement and/or the obtaining of “control” (as defined in the UCC) by the Agent (orAdministrative Agent, so long as the ABL Intercreditor Agreement is in effect and the ABL Agent is acting as agent for the Agent pursuant thereto for purposes of obtaining possession of or establishing control over certain Collateral, to or by the ABL Agent), the Agent will have a perfected Lien on, and such security interest in, to and under all right, title and interest of the grantors thereunder in all Collateral (other than those DDAs for which the Agents have not required a Blocked Account Agreement) that may be perfected under the UCC (in effect on the date this representation is made) by filing, recording or registering a financing statement or by obtaining control or possession, in each case prior and superior in right to any other Person to the extent required by the Financing Agreementsshall, subject to the existence of Permitted Liens having priority under applicable Law. (b) When the Security Agreement (or Liens, constitute a short form thereof) in proper form is filed in the United States Patent and Trademark Office and the United States Copyright Office and when financing statements, releases and other filings in appropriate form are filed in the offices specified on Schedule II of the Security Agreement, the Agent shall have a fully perfected Lien first lien on, and security interest in, all right, title and interest of the applicable Loan Parties pledgor party thereto in the Intellectual Property Collateral (as defined in the 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 to the extent required by the Financing Agreements, subject to Permitted Liens having priority under applicable Law (it being understood that subsequent recordings in the United States Patent and Trademark Office and the United States Copyright Office may be necessary to perfect a Lien on registered trademarks, trademark applications and copyrights acquired by the Loan Parties after the Escrow Release Date)pledged stock described therein. (cb) The Mortgages when granted shall Upon execution and delivery thereof by the parties thereto, each of the Borrower Pledge and Security Agreement, the Subsidiary Pledge and Security Agreement and the Parent Pledge and Security Agreement will be effective to create in favor of the Administrative Agent, for the ratable benefit of the Secured Parties referred to thereinLenders, a legal, valid, continuing valid and enforceable first priority Lien security interest in the Mortgaged Property (as defined collateral described therein. Uniform Commercial Code financing statements have been filed in each of the Mortgages)jurisdictions listed on Schedule 4.17, each such Agreement has been filed in each of the enforceability government offices listed on Schedule 4.17 or arrangements have been made for such filing in such jurisdictions, and upon such filings, and upon the taking of possession by the Administrative Agent of any such collateral the security interests in which is may be perfected only by possession, such security interests will, subject to applicable bankruptcythe existence of liens as permitted by the definition of Permitted Liens, 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 in proper form with the appropriate Governmental Authorities and the payment of any mortgage recording taxes of fees, the Agent will have a constitute perfected first priority Lien liens on, and security interest interests in, to and under all right, title and interest of the grantors thereunder debtor party thereto in all Mortgaged Property that may be perfected by such filing or recording (including without limitation the proceeds of such Mortgaged Property)collateral described therein, except, in the case of each case prior of the Borrower Pledge and superior in right to any other Person Security Agreement, the Subsidiary Pledge and Security Agreement and the Parent Pledge and Security Agreement, to the extent required that a security interest cannot be perfected therein by the Financing Agreementsfiling of a financing statement or the taking of possession under the Uniform Commercial Code of the relevant jurisdiction. (c) Upon (a) execution and delivery of the Mortgages by the parties thereto, (b) the recording of such Mortgages in the jurisdiction listed on Schedule 4.17 and (c) the payment of any required mortgage recording taxes, each of the Mortgages will be effective to create in favor of the Administrative Agent, for the ratable benefit of the Lenders, a legal, valid and enforceable lien on the real property described therein and such liens will, as of the Closing Date, subject to the existence of liens as permitted by clauses (a), (e), (f) and (g) of the definition of Permitted Liens having Liens, constitute first priority under applicable Lawliens on the real property described therein.

Collateral Documents. (a) The Security Agreement creates in favor of the Agent, Any Collateral Document shall for the benefit of the Secured Parties referred any reason fail to therein, create a legal, valid, valid and enforceable perfected security interest in any portion of the Collateral purported to be covered thereby, with the priority required by the applicable Collateral Document, except as (i) permitted by the terms of any Loan Document or (ii) as defined a result of the release of such security interest in accordance with the terms of any Loan Document. Notwithstanding the foregoing provisions of this Section 11.1, in the Security Agreementevent of a Default or Event of Default arising as a result of (i) the inclusion of any Hotel Property in the Unencumbered Pool at any particular time of reference, (ii) the failure to make any Subsidiary described in Section 8.14 a Subsidiary Guarantor (a “Joinder Default”), or (iii) the enforceability of which is subject failure 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 pledge the filing of UCC financing statements in proper form, and delivery to the Agent of all possessory collateral required to be delivered by the Security Agreement and/or the obtaining of “control” (as defined in the UCC) by the Agent (or, so long as the ABL Intercreditor Agreement is in effect and the ABL Agent is acting as agent for the Agent pursuant thereto for purposes of obtaining possession of or establishing control over certain Collateral, to or by the ABL Agent), 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 Equity Interests (other than those DDAs for which Excluded Pledged Collateral or Collateral Relief Excluded Pledged Collateral, as applicable) in any Pledged Subsidiary pursuant to Section 8.14(c) or Section 8.16(a), as applicable (a “Pledge Default”), if such Default or Event of Default is capable of being cured solely by the Agents have not required exclusion of such Hotel Property from the Unencumbered Pool, or in the case of a Blocked Account Agreement) that may be perfected under the UCC (in effect on the date this representation is made) Joinder Default, by filing, recording or registering making such Subsidiary a financing statement or by obtaining control or possession, in each case prior and superior in right to any other Person Subsidiary Guarantor pursuant to the extent required terms of Section 8.14, or in the case of a Pledge Default, by pledging the Financing AgreementsEquity Interests (other than Excluded Pledged Collateral or Collateral Relief Excluded Pledged Collateral, subject to Permitted Liens having priority under applicable Law. (b) When the Security Agreement (or a short form thereofas applicable) in proper form is filed in such Pledged Subsidiary pursuant to the United States Patent and Trademark Office and the United States Copyright Office and when financing statements, releases and other filings in appropriate form are filed in the offices specified on Schedule II terms of the Security Agreement, the Agent shall have a fully perfected Lien on, and security interest in, all right, title and interest of the applicable Loan Parties in the Intellectual Property Collateral (as defined in the Security AgreementSection 8.14(c) 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 OfficeSection 8.16(a), as applicable, the Borrower shall be permitted a period not to exceed fifteen (15) days from the earlier of (x) the date upon which a Responsible Officer of the Borrower obtains knowledge of such Default or Event of Default (as applicable) or (y) the date upon which the Borrower has received written notice of such Default or Event of Default from the Administrative Agent to remove such Hotel Property from the Unencumbered Pool in each accordance with, and subject to, Section 4.3 (or in the case prior and superior in right of a Joinder Default, to any other Person make such Subsidiary a Subsidiary Guarantor pursuant to the extent required by the Financing Agreements, subject to Permitted Liens having priority under applicable Law (it being understood that subsequent recordings terms of Section 8.14 or in the United States Patent and Trademark Office and case of a Pledge Default, to pledge the United States Copyright Office may be necessary Equity Interests (other than Excluded Pledged Collateral or Collateral Relief Excluded Pledged Collateral, as applicable) in such Pledged Subsidiary pursuant to perfect a Lien on registered trademarksthe terms of Section 8.14(c) or Section 8.16(a), trademark applications and copyrights acquired by the Loan Parties after the Escrow Release Dateas applicable). (c) The Mortgages when granted shall create in favor of the Agent, for the benefit of the Secured Parties referred to therein, a legal, valid, continuing and enforceable first priority Lien in the Mortgaged Property (as defined in the Mortgages), the enforceability of which is subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law. Upon the filing or recording of the Mortgages in proper form with the appropriate Governmental Authorities and the payment of any mortgage recording taxes of fees, the Agent will have a perfected first priority Lien on, and security interest in, to and under all right, title and interest of the grantors thereunder in all Mortgaged Property that may be perfected by such filing or recording (including without limitation the proceeds of such Mortgaged Property), in each case prior and superior in right to any other Person to the extent required by the Financing Agreements, subject to Permitted Liens having priority under applicable Law.

Collateral Documents. (a) The Security Agreement creates provisions of the Collateral Documents are effective to create in favor of the Agent, Administrative Agent for the benefit of the Secured Parties referred to therein, a legal, valid, valid 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. Upon the filing of UCC financing statements in proper form, and delivery to the Agent of all possessory collateral required to be delivered by the Security Agreement and/or the obtaining of “control” (as defined in the UCC) by the Agent (or, so long as the ABL Intercreditor Agreement is in effect and the ABL Agent is acting as agent for the Agent pursuant thereto for purposes of obtaining possession of or establishing control over certain Collateral, to or by the ABL Agent), the Agent will have a perfected Lien on, and security interest in, to and under on all right, title and interest of the grantors respective Loan Parties in the Collateral described therein, and (i) when the Collateral constituting certificated securities (as defined in the UCC) is delivered to the Administrative Agent, together with instruments of transfer duly endorsed in blank, the security interest created under the Security Agreement will constitute a fully perfected security interest in all right, title and interest of the pledgors thereunder in all Collateral (other than those DDAs for which the Agents have not required a Blocked Account Agreement) that may be perfected under the UCC (in effect on the date this representation is made) by filingsuch Collateral, recording or registering a financing statement or by obtaining control or possession, in each case prior and superior in right to any other Person Person, (ii) when Account Control Agreements with respect to the extent required Collateral constituting deposit accounts, securities accounts, and commodity accounts maintained by the Financing AgreementsLoan Parties are executed and delivered by the parties thereto, subject to Permitted Liens having priority the security interest created under applicable Law. (b) When the Security Agreement (or a short form thereof) in proper form is filed in the United States Patent and Trademark Office and the United States Copyright Office and when financing statements, releases and other filings in appropriate form are filed in the offices specified on Schedule II of the Security Agreement, the Agent shall have will constitute a fully perfected Lien on, and security interest in, in all right, title and interest of the applicable Loan Parties in the Intellectual Property Collateral (as defined in the Security Agreement) in which a security interest may be perfected by filingsuch Collateral, 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 to the extent required by the Financing AgreementsPerson, subject to Permitted Liens having priority under applicable Law and (it being understood that subsequent recordings iii) when financing statements in appropriate form are filed in the United States Patent and Trademark Office and the United States Copyright Office may be necessary to perfect a Lien on registered trademarks, trademark applications and copyrights acquired by the Loan Parties after the Escrow Release Date). (c) The Mortgages when granted shall create in favor of the Agent, for the benefit of the Secured Parties referred to therein, a legal, valid, continuing and enforceable first priority Lien in the Mortgaged Property (as defined in the Mortgages)applicable filing offices, 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 in proper form with the appropriate Governmental Authorities and the payment of any mortgage recording taxes of fees, the Agent will have a perfected first priority Lien on, and security interest in, to and created under the Security Agreement will constitute a fully perfected security interest in all right, title and interest of the grantors thereunder Loan Parties in all Mortgaged the remaining Collateral to the extent perfection can be obtained by filing UCC or Personal Property that may be perfected by such filing or recording (including without limitation the proceeds of such Mortgaged Property)Security Act financing statements, in each case as applicable, prior and superior in right to the rights of any other Person Person, subject, in the case of clauses (i), (ii) and (iii) above, to Liens permitted by Section 7.01. Except for filings completed prior to the extent required Closing Date and the registration of Mortgages following the Closing Date and/or as contemplated hereby and by the Financing AgreementsCollateral Documents, no filing or other action will be necessary to perfect such Liens. With respect to (i) any Luxembourg Law governed share pledge agreement, the registration in the shareholder’s register of the relevant Luxembourg Loan Party whose shares are pledged, and (ii) any Luxembourg Law governed account pledge agreement, the executed acknowledgement and waiver of rights to be received by the account bank in Luxembourg where the pledged accounts are held, each Luxembourg Security Document constitutes a legal, valid and enforceable Lien on all right title and interest of the respective Loan Parties in the Collateral described therein prior and superior to the rights of any other Person, subject to Permitted Liens having priority under applicable Lawpermitted by Section 7.01.

Collateral Documents. (a) The Security Agreement creates and each other Security Document is, or upon execution, will be, effective to create in favor of the Collateral Agent, for the benefit of the Secured Parties referred to thereinParties, a legal, valid, and enforceable valid security interest in the Collateral described therein and proceeds thereof (as defined to the extent a security interest can be created therein under the UCC). In the case of the pledged equity interests described in the Security Agreement, when stock or interest certificates representing such pledged equity interests (along with properly completed stock or interest powers endorsing the pledged equity interest and executed by the owner of such shares or interests are delivered to the Collateral Agent), and in the enforceability case of which is subject to applicable bankruptcy, insolvency, reorganization, moratorium or the other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered Collateral described in a proceeding in equity or at law. Upon the filing of UCC financing statements in proper form, and delivery to the Agent of all possessory collateral required to be delivered by the Security Agreement and/or the obtaining of “control” (as defined in the UCC) by the Agent (or, so long as the ABL Intercreditor Agreement is in effect and the ABL Agent is acting as agent for the Agent pursuant thereto for purposes of obtaining possession of or establishing control over certain Collateral, to or by the ABL Agent), 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 any other Security Document (other than those DDAs for which the Agents have not required a Blocked Account Agreement) that may be perfected under the UCC (in effect on the date this representation is made) by filingdeposit accounts and Motor Vehicles), recording or registering a financing statement or by obtaining control or possession, in each case prior and superior in right to any other Person to the extent required by the Financing Agreements, subject to Permitted Liens having priority under applicable Law. (b) When the Security Agreement (or a short form thereof) in proper form is filed in the United States Patent and Trademark Office and the United States Copyright Office and when financing statements, releases and other filings statements in appropriate form are filed in the offices specified on Schedule II appropriate offices, all other filings and recordations contemplated hereby and by the Collateral Documents are properly filed and recorded, the Collateral Agent, for the benefit of the Security AgreementSecured Parties, 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 and the Intellectual Property Collateral (as defined in the 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 Officeproceeds thereof, as applicablesecurity for the Obligations, in each case prior and superior in right to any other Person (except Liens permitted by Section 7.03 which by operation of law or contract would have priority over the Liens securing the Obligations). In the case of Collateral that consists of deposit accounts, when a control agreement is executed and delivered by all parties thereto with respect to such accounts, the extent required by the Financing Agreements, subject to Permitted Liens having priority under applicable Law (it being understood that subsequent recordings in the United States Patent and Trademark Office and the United States Copyright Office may be necessary to perfect a Lien on registered trademarks, trademark applications and copyrights acquired by the Loan Parties after the Escrow Release Date). (c) The Mortgages when granted shall create in favor of the Collateral Agent, for the benefit of the Secured Parties referred to thereinParties, a legal, valid, continuing and enforceable first priority Lien in the Mortgaged Property (as defined in the Mortgages), the enforceability of which is subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law. Upon the filing or recording of the Mortgages in proper form with the appropriate Governmental Authorities and the payment of any mortgage recording taxes of fees, the Agent will shall have a fully perfected first priority Lien on, and security interest in, to and under all right, title and interest of the grantors thereunder Loan Parties in all Mortgaged Property that may be perfected by such filing or recording (including without limitation Collateral and the proceeds thereof, as security for the Obligations, prior and superior to any other Person except as provided under the applicable control agreement with respect to the financial institution party thereto. In the case of Collateral that consists of Motor Vehicles, when the recordation or notation of the Collateral Agent’s security interest on the certificates of title or ownership in respect of such Mortgaged Property)Motor Vehicle is made, the Collateral Agent, for the benefit of the Secured Parties, shall have a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral and the proceeds thereof, as security for the Obligations, in each case prior and superior in right to any other Person (except Liens permitted by Section 7.03 which by operation of law or contract would have priority over the Liens securing the Obligations). (b) Each of the Mortgages is effective to create in favor of the extent required Collateral Agent, for the benefit of the Secured Parties, a valid security interest in the Mortgaged Properties described therein and proceeds thereof, and when the Mortgages are filed in the offices specified on Schedule 5.19, each such Mortgage shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in the Mortgaged Properties and the proceeds thereof, as security for the Obligations (as defined in the relevant Mortgage), in each case prior and superior in right to any Person (except Liens permitted by Section 7.03 which by operation of law or contract would have priority over the Financing Agreements, subject to Permitted Liens having priority under applicable Law.securing the Obligations)

Collateral Documents. (a) The Security Agreement creates is effective to create in favor of the AgentLender, for the benefit of the Secured Parties referred to therein, a legal, valid, valid and enforceable security interest interests in, the Collateral and, (i) when financing statements and other filings in appropriate form are filed in the Collateral offices specified in the Perfection Certificate (as defined updated in accordance with the Security Agreementterms hereof) and (ii) upon the taking of possession or control by the Lender of the Collateral with respect to which a security interest may be perfected only by possession or control (which possession or control shall be given to the Lender to the extent possession or control by Lender is required by each Collateral Document), 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 UCC financing statements in proper form, and delivery to the Agent of all possessory collateral required to be delivered Liens created by the Security Agreement and/or the obtaining of “control” (as defined in the UCC) by the Agent (or, so long as the ABL Intercreditor Agreement is in effect and the ABL Agent is acting as agent for the Agent pursuant thereto for purposes of obtaining possession of or establishing control over certain Collateral, to or by the ABL Agent), the Agent will have a shall constitute fully perfected Lien on, and first priority security interest interests in, to and under all right, title and interest of the grantors thereunder in all the Collateral (other than those DDAs for (A) the Collateral consisting of Intellectual Property, except to the extent that the filing of a financing statement is sufficient to perfect a Lien in such Intellectual Property, and (B) such Collateral in which the Agents have a security interest cannot required a Blocked Account Agreement) that may be perfected under the UCC (as in effect on at the date relevant time in the relevant jurisdiction by (x) the filing of the financing statements and other filings referred to in clause (i) of this representation is madeSection 5.24 (a) by filing, recording or registering a financing statement (y) the taking of possession or by obtaining control or possession, in each case prior and superior in right to any other Person to the extent required by the Financing Agreementseach Collateral Document), in each case subject to no Liens other than Permitted Liens having priority under applicable LawLiens. (b) When (i) the Security Agreement (or a short form thereof) in proper form thereof is filed in the United States Patent and Trademark Office and the United States Copyright Office Office, and when (ii) financing statements, releases statements and other filings in appropriate form are filed in the offices specified on Schedule II of in the Security AgreementPerfection Certificate (as updated in accordance with the terms hereof), the Agent Liens created by such Security Agreement shall have a constitute in the United States fully perfected Lien first priority Liens on, and security interest interests in, all right, title and interest of the applicable Loan Parties in the Intellectual Property Collateral (as defined in the 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 to the extent required by the Financing Agreements, subject to Permitted Liens having priority under applicable Law (it being understood that subsequent recordings in the United States Patent and Trademark Office and the United States Copyright Office may be necessary to perfect a Lien on registered trademarks, trademark applications and copyrights acquired by the Loan Parties after the Escrow Release Date). (c) The Mortgages when granted shall create in favor of the Agent, for the benefit of the Secured Parties referred to therein, a legal, valid, continuing and enforceable first priority Lien in the Mortgaged Property (as defined in the Mortgages), the enforceability of which is subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law. Upon the filing or recording of the Mortgages in proper form with the appropriate Governmental Authorities and the payment of any mortgage recording taxes of fees, the Agent will have a perfected first priority Lien on, and security interest in, to and under all right, title and interest of the grantors thereunder in all Mortgaged Property that may be perfected by such filing or recording (including without limitation the proceeds Collateral consisting of such Mortgaged Intellectual Property), in each case prior case, if and superior in right to any other Person to the extent required a security interest in such Collateral can be perfected solely by the Financing Agreements, subject to Permitted Liens having priority under applicable Lawsuch filings.

Collateral Documents. (a) The Guaranty and Security Agreement creates is effective to create in favor of the Agent, for the benefit of the Secured Parties referred to therein, Administrative Agent a legal, valid, valid and enforceable security interest in the Collateral (as defined in the Security Agreementtherein), 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 when UCC financing statements in proper form, and delivery appropriate form are filed in the offices specified on Schedule 3 to the Agent of all possessory collateral required Guaranty and Security Agreement, the Liens created under the Guaranty and Security Agreement shall constitute a fully perfected Lien (to the extent that such Lien may be delivered perfected by the Security Agreement and/or the obtaining filing of “control” (as defined in the UCCa UCC financing statement) by the Agent (or, so long as the ABL Intercreditor Agreement is in effect and the ABL Agent is acting as agent for the Agent pursuant thereto for purposes of obtaining possession of or establishing control over certain Collateral, to or by the ABL Agent), 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 (other than those DDAs for which the Agents have not required a Blocked Account Agreement) that may be perfected under the UCC (in effect on the date this representation is made) by filing, recording or registering a financing statement or by obtaining control or possessionsuch Collateral, in each case case, prior and superior in right to any other Person Person, other than with respect to Liens permitted by Section 7.2. When the certificates evidencing all Capital Stock (to the extent required by certificated and constituting a “security” under Article 8 of the Financing AgreementsUCC) pledged pursuant to the Guaranty and Security Agreement are delivered to the Administrative Agent, together with appropriate stock powers or other similar instruments of transfer duly executed in blank, the Liens in such Capital Stock shall be fully perfected first priority security interests (subject to Permitted Liens having priority under applicable Lawpermitted hereunder that are not consensual) perfected by “control” as defined in the UCC. (b) When the filings in subsection (a) of this Section are made and when, if applicable, the Patent Security Agreement (or a short form thereof) in proper form is Agreements and the Trademark Security Agreements are filed in the United States Patent and Trademark Office and the United States Copyright Office and when financing statements, releases and other filings in appropriate form Security Agreements are filed in the offices specified on Schedule II of the Security AgreementUnited States Copyright Office, the Agent Liens created under the Guaranty and Security Agreement shall have constitute a fully perfected Lien on, and security interest in, all right, title and interest of the applicable Loan Parties in the Intellectual Property Collateral (as defined in Patents, Trademarks and Copyrights, if any, to the Security Agreement) in which extent that a security interest may be perfected by making the filings in subsection (a) of this Section or by the 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 to the extent required by the Financing Agreements, (subject to Permitted Liens having priority under applicable Law (it being understood permitted hereunder that subsequent recordings in the United States Patent and Trademark Office and the United States Copyright Office may be necessary to perfect a Lien on registered trademarks, trademark applications and copyrights acquired by the Loan Parties after the Escrow Release Dateare not consensual). (c) The Mortgages when granted shall create in favor of the Agent, for the benefit of the Secured Parties referred to therein, a legal, valid, continuing and enforceable first priority Lien in the Mortgaged Property (as defined in the Mortgages), the enforceability of which is subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law. Upon the filing or recording of the Mortgages in proper form with the appropriate Governmental Authorities and the payment of any mortgage recording taxes of fees, the Agent will have a perfected first priority Lien on, and security interest in, to and under all right, title and interest of the grantors thereunder in all Mortgaged Property that may be perfected by such filing or recording (including without limitation the proceeds of such Mortgaged Property), in each case prior and superior in right to any other Person to the extent required by the Financing Agreements, subject to Permitted Liens having priority under applicable Law.

Collateral Documents. (a) The Guaranty and Security Agreement creates is effective to create in favor of the Agent, Administrative Agent for the ratable benefit of the Secured Parties referred to therein, a legal, valid, valid and enforceable security interest in the Collateral (as defined in the Security Agreementtherein), 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 when UCC financing statements in proper form, and delivery appropriate form are filed in the offices specified on Schedule 3 to the Agent of all possessory collateral required Guaranty and Security Agreement, the Guaranty and Security Agreement shall constitute a fully perfected Lien (to the extent that such Lien may be delivered perfected by the Security Agreement and/or the obtaining filing of “control” (as defined in the UCCa UCC financing statement) by the Agent (or, so long as the ABL Intercreditor Agreement is in effect and the ABL Agent is acting as agent for the Agent pursuant thereto for purposes of obtaining possession of or establishing control over certain Collateral, to or by the ABL Agent), 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 (other than those DDAs for which the Agents have not required a Blocked Account Agreement) that may be perfected under the UCC (in effect on the date this representation is made) by filing, recording or registering a financing statement or by obtaining control or possessionsuch Collateral, in each case prior and superior in right to any other Person Person, other than with respect to Liens expressly permitted by Section 7.2. When the certificates evidencing all Capital Stock pledged pursuant to the extent required Guaranty and Security Agreement are delivered to the Administrative Agent, together with appropriate stock powers or other similar instruments of transfer duly executed in blank, the Liens in such Capital Stock shall be fully perfected first priority security interests, perfected by “control” as defined in the Financing Agreements, subject to Permitted Liens having priority under applicable LawUCC. (b) When Each Mortgage, when duly executed and delivered by the Security Agreement (or relevant Loan Party, will be effective to create in favor of the Administrative Agent for the ratable benefit of the Secured Parties a short form legal, valid and enforceable Lien on all of such Loan Party’s right, title and interest in and to the Mortgaged Property of such Loan Party covered thereby and the proceeds thereof) in proper form , and when such Mortgage is filed in the United States Patent and Trademark Office and real estate records where the United States Copyright Office and when financing statementsrespective Mortgaged Property is located, releases and other filings in appropriate form are filed in the offices specified on Schedule II of the Security Agreement, the Agent such Mortgage shall have constitute a fully perfected Lien on, and security interest in, all right, title and interest of such Loan Party in such Mortgaged Property and the applicable Loan Parties in the Intellectual Property Collateral (as defined in the 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 applicableproceeds thereof, in each case prior and superior in right to any other Person Person, other than with respect to the extent required Liens expressly permitted by the Financing Agreements, subject to Permitted Liens having priority under applicable Law (it being understood that subsequent recordings in the United States Patent and Trademark Office and the United States Copyright Office may be necessary to perfect a Lien on registered trademarks, trademark applications and copyrights acquired by the Loan Parties after the Escrow Release Date)Section 7.2. (c) The Mortgages when granted shall create in favor of the Agent, for the benefit of the Secured Parties referred to therein, a legal, valid, continuing and enforceable first priority Lien in the Mortgaged Property No Loan Party owns any Building (as defined in the Mortgages), applicable Flood Insurance Law) or Manufactured (Mobile) Home (as defined in the enforceability of applicable Flood Insurance Law) for which such Loan Party has not delivered to the Administrative Agent evidence reasonably satisfactory to the Administrative Agent that (a) such Loan Party maintains Flood Insurance for such Building or Manufactured (Mobile) Home or (b) such Building or Manufactured (Mobile) Home 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 not located in a proceeding in equity or at law. Upon the filing or recording of the Mortgages in proper form with the appropriate Governmental Authorities and the payment of any mortgage recording taxes of fees, the Agent will have a perfected first priority Lien on, and security interest in, to and under all right, title and interest of the grantors thereunder in all Mortgaged Property that may be perfected by such filing or recording (including without limitation the proceeds of such Mortgaged Property), in each case prior and superior in right to any other Person to the extent required by the Financing Agreements, subject to Permitted Liens having priority under applicable LawSpecial Flood Hazard Area.

Collateral Documents. (ai) The Security Agreement creates Any Collateral Document after delivery thereof pursuant to Section 4.01, Section 6.11 or Section 6.13 shall for any reason (other than pursuant to the terms hereof or thereof including as a result of a transaction not prohibited under the Loan Documents) cease to create, or any Lien purported to be created by any Collateral Document shall be asserted in favor of the Agent, for the benefit of the Secured Parties referred writing by any Loan Party not to thereinbe, a legal, valid, valid and enforceable perfected Lien with the priority required by the Collateral Document on and security interest in any material portion of the Collateral (as defined in purported to be covered thereby, subject to Liens permitted under Section 7.01, except to the extent that any such loss of perfection or priority is not required pursuant to the Guarantee and Security Agreement)Principles, the enforceability Collateral and Guarantee Requirement or results from the failure of which is subject the Administrative Agent or the Collateral Agent or its agent, designee or bailee in accordance with the terms of the First Lien/Second Lien Intercreditor Agreement and/or any Customary Intercreditor Agreement to applicable bankruptcy, insolvency, reorganization, moratorium maintain possession or other laws affecting creditors’ rights generally control of Collateral actually delivered to it and subject pledged under the Collateral Documents or to general principles file Uniform Commercial Code amendments relating to a Loan Party’s change of equity, regardless name or jurisdiction of whether considered formation (solely to the extent that the Borrower Representative provides the Collateral Agent written notice thereof in a proceeding in equity or at law. Upon accordance with the filing of UCC financing statements in proper formLoan Documents, and delivery the Collateral Agent and the Borrower Representative have agreed that the Collateral Agent will be responsible for filing such amendments) and continuation statements and except as to Collateral consisting of real property to the Agent extent that such losses are covered by a lender’s title insurance policy and such insurer has not denied coverage, or (ii) any of all possessory collateral required the Equity Interests of the Borrowers ceasing to be delivered by the pledged pursuant to a Security Agreement and/or the obtaining of “control” (as defined in the UCC) by the Agent (or, so long as the ABL Intercreditor Agreement is in effect and the ABL Agent is acting as agent for the Agent pursuant thereto for purposes of obtaining possession of or establishing control over certain Collateral, to or by the ABL Agent), 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 (other than those DDAs for which pursuant to the Agents have terms hereof, including as a result of a transaction not required a Blocked Account Agreement) that may be perfected prohibited under the UCC (in effect on the date this representation is made) by filingLoan Documents, recording or registering a financing statement or by obtaining control or possession, in each case prior and superior in right to any other Person pursuant to the extent required by the Financing Agreements, subject to Permitted Liens having priority under applicable Law. (b) When the Security Agreement (or a short form thereof) in proper form is filed in the United States Patent and Trademark Office and the United States Copyright Office and when financing statements, releases and other filings in appropriate form are filed in the offices specified on Schedule II of the Security Agreement, the Agent shall have a fully perfected Lien on, and security interest in, all right, title and interest of the applicable Loan Parties in the Intellectual Property Collateral (as defined in the 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 to the extent required by the Financing Agreements, subject to Permitted Liens having priority under applicable Law (it being understood that subsequent recordings in the United States Patent and Trademark Office and the United States Copyright Office may be necessary to perfect a Lien on registered trademarks, trademark applications and copyrights acquired by the Loan Parties after the Escrow Release Date). (c) The Mortgages when granted shall create in favor of the Agent, for the benefit of the Secured Parties referred to therein, a legal, valid, continuing and enforceable first priority Lien in the Mortgaged Property (as defined in the Mortgages), the enforceability of which is subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law. Upon the filing or recording of the Mortgages in proper form with the appropriate Governmental Authorities and the payment terms of any mortgage recording taxes Collateral Document) free of fees, the Agent will have a perfected first priority Lien on, and security interest in, to and under all right, title and interest of the grantors thereunder in all Mortgaged Property that may be perfected by such filing or recording (including without limitation the proceeds of such Mortgaged Property), in each case prior and superior in right to any Liens other Person to the extent required by the Financing Agreements, subject to than Permitted Liens having priority under applicable Law.Liens;

Collateral Documents. (a) The Security Agreement creates Collateral Documents, upon the execution and delivery of the Joinder to Collateral Agency Agreement, create in favor of the Collateral Agent, for the benefit of the Secured Parties referred Senior Credit Parties, legal, valid and enforceable Liens on and security interests in the respective Collateral described therein as security for the Loan Obligations to therein, the extent that a legal, valid, binding and enforceable Lien or security interest in such Collateral may be created under any applicable Law of the Collateral (as defined in the Security Agreement)United States of America and any states thereof, including, without limitation, the enforceability of applicable UCC, which is subject to applicable bankruptcysecurity interest, 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 upon the filing of UCC financing statements in proper form, and delivery to the Agent of all possessory collateral required to be delivered by the Security Agreement and/or or the obtaining of possession or “control,” (in each case, as defined in applicable, with respect to the UCC) by the Agent (or, so long relevant Collateral as the ABL Intercreditor Agreement is in effect and the ABL Agent is acting as agent for the Agent pursuant thereto for purposes of obtaining possession of or establishing control over certain Collateral, to or by the ABL Agent), 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 (other than those DDAs for which the Agents have not required a Blocked Account Agreement) that may be perfected under the UCC (in effect on the date this representation is made) by filingapplicable UCC, recording or registering a financing statement or by obtaining control or possession, in each case prior and superior in right to any other Person to the extent required by the Financing Agreements, subject to Permitted Liens having priority under applicable Law. (b) When the Security Agreement (or a short form thereof) in proper form is filed in the United States Patent and Trademark Office and the United States Copyright Office and when financing statements, releases and other filings in appropriate form are filed in the offices specified on Schedule II of the Security Agreement, the Agent shall have will constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Borrower and each Guarantor thereunder in such Collateral, in each case prior and superior (except as otherwise provided for in the relevant Collateral Document or the Intercreditor Agreement) in right to any other Person (other than Permitted Liens), in each case to the extent that a security interest may be perfected by the filing of a financing statement under the applicable UCC or by obtaining possession or “control.” (b) Upon execution and delivery of the Joinder to Collateral Agency Agreement, the Lien created under the Security Agreement and the Intellectual Property Security Agreements constitutes a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in the Intellectual Property Collateral (as defined in the Security Agreement) in which a security interest may be perfected by filing, recording or registering a security agreement, filing of financing statement or analogous document statements under the applicable UCC and by filing in the United States Patent and Trademark Office or and in the United States Copyright Office, as applicable, in each case prior and superior (except as otherwise provided for in the relevant Collateral Document or the Intercreditor Agreement) in right to any other Person (other than Permitted Liens) and no additional filings are required to perfect the extent required by Lien created thereby for the Financing Agreements, subject to Permitted Liens having priority under applicable Law benefit of the Senior Credit 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 on registered trademarkstrademarks and patents, trademark and patent applications and registered copyrights acquired by the Loan Parties after the Escrow Release Effective Date). (c) The Mortgages when granted shall create in favor of the Agent, for the benefit of the Secured Parties referred to therein, a legal, valid, continuing and enforceable first priority Lien in the Mortgaged Property (as defined in the Mortgages), the enforceability of which is subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law. Upon the filing or recording of the Mortgages in proper form with the appropriate Governmental Authorities and the payment of any mortgage recording taxes of fees, the Agent will have a perfected first priority Lien on, and security interest in, to and under all right, title and interest of the grantors thereunder in all Mortgaged Property that may be perfected by such filing or recording (including without limitation the proceeds of such Mortgaged Property), in each case prior and superior in right to any other Person to the extent required by the Financing Agreements, subject to Permitted Liens having priority under applicable Law.

Collateral Documents. (a) The Security Agreement creates in favor of the Agent, for the benefit of the Secured Parties referred Subject to therein, a legal, valid, and enforceable security interest in the Collateral (as defined in the Security AgreementSection 8.12(b), executed counterparts of all Collateral Documents, together with: (A) a Perfection Certificate from the enforceability of which is subject Company and from each other Credit Party, as applicable; (B) to applicable bankruptcythe extent not on file with the appropriate Governmental Authority, insolvency, reorganization, moratorium appropriate financing statements (Form UCC-1 or such other financing statements or similar notices as shall be required by local Law) authenticated and authorized for filing under the UCC or other laws affecting creditors’ rights generally and subject to general principles applicable local Law of equity, regardless of whether considered each jurisdiction in a proceeding in equity or at law. Upon which the filing of UCC financing statements in proper form, and delivery to the Agent of all possessory collateral required to be delivered by the Security Agreement and/or the obtaining of “control” (as defined in the UCC) by the Agent (or, so long as the ABL Intercreditor Agreement is in effect and the ABL Agent is acting as agent for the Agent pursuant thereto for purposes of obtaining possession of or establishing control over certain Collateral, to or by the ABL Agent), 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 (other than those DDAs for which the Agents have not required a Blocked Account Agreement) that may be perfected under the UCC (in effect on the date this representation is made) by filing, recording or registering a financing statement or giving of notice may be required, or reasonably requested by obtaining control the Collateral Agent, to perfect the security interests intended to be created by the Collateral Documents; (C) copies of reports from CT Corporation or possession, in each case prior and superior in right to any other Person another independent search service reasonably satisfactory to the extent required by the Financing Agreements, subject to Permitted Liens having priority under applicable Law. (b) When the Security Agreement (or a short form thereof) in proper form is filed in the United States Patent and Trademark Office and the United States Copyright Office and when Collateral Agent listing all effective financing statements, releases notices of tax, PBGC or judgment liens or similar notices that name any of the Company or any other Credit Party (under its present name and other filings in appropriate form any previous name and, if requested by the Collateral Agent, under any trade names), as debtor or seller that are filed in the offices specified jurisdictions referred to in clause (ii)(B) above (regardless of whether or not financing statements are then on Schedule II file) or in any other jurisdiction having files which must be searched in order to determine fully the existence of the Security AgreementUCC security interests, notices of the filing of federal tax Liens (filed pursuant to Section 6323 of the Code), Liens of the PBGC (filed pursuant to Section 4068 of ERISA) or judgment Liens on any Collateral, together with copies of such financing statements, notices of tax, PBGC or judgment Liens or similar notices (none of which shall cover the Collateral except to the extent evidencing Permitted Liens or for which the Collateral Agent shall have a fully perfected Lien onreceived termination statements (Form UCC-3 or such other termination statements as shall be required by local Law) authenticated and authorized for filing); (D) searches of ownership of intellectual property in the appropriate governmental offices and such patent, and trademark and/or copyright filings as may be requested by the Collateral Agent to the extent necessary or reasonably advisable to perfect the Collateral Agent’s security interest inin intellectual property Collateral; (E) to the extent not previously delivered to the Collateral Agent, all right, title and interest of the applicable Loan Parties Pledged Collateral, which Pledged Collateral shall be in the Intellectual Property Collateral (as defined suitable form for transfer by delivery, or shall be accompanied by duly executed instruments of transfer or assignment in the Security Agreement) in which a security interest may be perfected by filingblank, recording or registering a security agreementwith signatures appropriately guaranteed, financing statement or analogous document in the United States Patent and Trademark Office or the United States Copyright Office, as applicable, accompanied in each case prior by any required transfer tax stamps, all in form and superior in right to any other Person substance reasonably satisfactory to the extent required by Collateral Agent; and (F) evidence of the Financing Agreements, subject completion of all other filings and recordings of or with respect to Permitted Liens having priority under applicable Law (it being understood that subsequent recordings in the United States Patent Collateral Documents and Trademark Office and the United States Copyright Office of all other actions as may be necessary or, in the opinion of the Collateral Agent, desirable to perfect a Lien on registered trademarks, trademark applications and copyrights acquired the security interests intended to be created by the Loan Parties after the Escrow Release DateCollateral Documents (including receipt of duly executed payoff letters, UCC-3 termination statements and landlords’ and bailees’ waiver and consent agreements). (c) The Mortgages when granted shall create in favor of the Agent, for the benefit of the Secured Parties referred to therein, a legal, valid, continuing and enforceable first priority Lien in the Mortgaged Property (as defined in the Mortgages), the enforceability of which is subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law. Upon the filing or recording of the Mortgages in proper form with the appropriate Governmental Authorities and the payment of any mortgage recording taxes of fees, the Agent will have a perfected first priority Lien on, and security interest in, to and under all right, title and interest of the grantors thereunder in all Mortgaged Property that may be perfected by such filing or recording (including without limitation the proceeds of such Mortgaged Property), in each case prior and superior in right to any other Person to the extent required by the Financing Agreements, subject to Permitted Liens having priority under applicable Law.

Collateral Documents. (a) The Security Agreement creates As of the Debt Assumption, the provisions of the applicable Collateral Documents are effective to create in favor of the Agent, Administrative Agent for the benefit of the Secured Parties referred to therein, a legal, valid, valid and enforceable security interest in the Collateral first priority Lien (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. Upon the filing of UCC financing statements in proper form, and delivery to the Agent of all possessory collateral required to be delivered by the Security Agreement and/or the obtaining of “control” (as defined in the UCCPermitted Prior Liens) by the Agent (or, so long as the ABL Intercreditor Agreement is in effect and the ABL Agent is acting as agent for the Agent pursuant thereto for purposes of obtaining possession of or establishing control over certain Collateral, to or by the ABL Agent), the Agent will have a perfected Lien on, and security interest in, to and under on all right, title and interest of the grantors thereunder respective Loan Parties in the Collateral described therein (it being understood, acknowledged and agreed by all parties to this Agreement and the other Loan Documents, and notwithstanding anything contained herein or the other Loan Documents to the contrary, that (I) the perfection of security interests in the Collateral (other than those DDAs for any security interest in the Collateral which the Agents have not required a Blocked Account Agreement) that may be perfected under by the filing of a UCC (in effect financing statement) will not constitute a condition precedent to the Debt Assumption on the date this representation is madeDebt Assumption Date, but such security interests will be required to be perfected, (x) by filingwith respect to certificated equity interests in the Post-Assumption Guarantors, recording or registering a financing statement or by obtaining control or possession, in each case prior and superior in right to any other Person to the extent required by the Financing Agreements, subject to Permitted Liens having priority under applicable Law. (b) When the Security Agreement within five Business Days (or a short form thereofsuch later date as the Administrative Agent may agree to in its sole discretion) in proper form is filed in after the United States Patent and Trademark Office and the United States Copyright Office and when financing statementsDebt Assumption Date, releases and (y) with respect to Collateral consisting of intellectual property (other filings in appropriate form are filed in the offices specified on Schedule II of the Security Agreement, the Agent shall have a fully perfected Lien on, and security interest in, all right, title and interest of the applicable Loan Parties in the Intellectual Property Collateral (as defined in the Security Agreement) in than any intellectual property with respect to which a security interest may be perfected by filingthe filing of a UCC financing statement), recording within five Business Days (or registering a security agreementsuch later date as the Administrative Agent may agree to in its sole discretion) after the Debt Assumption Date and (z) with respect to all other Collateral, financing statement within 90 days (or analogous document such later date as the Administrative Agent may agree to in its sole discretion) after the Debt Assumption Date (in the United States Patent and Trademark Office or case of each of the United States Copyright Office, as applicable, in each case prior and superior in right to any other Person to the extent required by the Financing Agreementsforegoing clauses (x)-(z), subject to Permitted Liens having priority under applicable Law (it being understood that subsequent recordings arrangements mutually agreed by the Arrangers and BellRing Brands and subject to extensions in the United States Patent discretion of the Arrangers)) and Trademark Office (II) the creation or perfection of security interests in real property will not constitute a condition precedent to the Debt Assumption on the Debt Assumption Date, but such security interests will be required to be created and perfected within 90 days (or such later date as the United States Copyright Office Administrative Agent may be necessary agree to perfect a Lien on registered trademarks, trademark applications and copyrights acquired by the Loan Parties in its sole discretion) after the Escrow Release Debt Assumption Date). (c) The Mortgages when granted shall create in favor of the Agent, for the benefit of the Secured Parties referred to therein, a legal, valid, continuing and enforceable first priority Lien in the Mortgaged Property (as defined in the Mortgages), the enforceability of which is subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law. Upon the filing or recording of the Mortgages in proper form with the appropriate Governmental Authorities and the payment of any mortgage recording taxes of fees, the Agent will have a perfected first priority Lien on, and security interest in, to and under all right, title and interest of the grantors thereunder in all Mortgaged Property that may be perfected by such filing or recording (including without limitation the proceeds of such Mortgaged Property), in each case prior and superior in right to any other Person to the extent required by the Financing Agreements, subject to Permitted Liens having priority under applicable Law.

Collateral Documents. The Agent shall have received the following: (ai) The Security Agreement creates a security agreement, in favor of the Agent, for the benefit of the Secured Parties referred to therein, a legal, valid, in form 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. Upon the filing of UCC financing statements in proper form, and delivery substance reasonably acceptable to the Agent of all possessory collateral required to be delivered by the Security Agreement and/or the obtaining of “control” (as defined in the UCC) by the Agent (or, so long as the ABL Intercreditor Agreement is in effect and the ABL Agent is acting as agent for the Agent pursuant thereto for purposes of obtaining possession of or establishing control over certain Collateral, to or by the ABL Agent), the Agent will have a perfected Lien on, Lenders (together with each other security agreement and security interest in, agreement supplement delivered pursuant to and under all right, title and interest of the grantors thereunder in all Collateral (other than those DDAs for which the Agents have not required a Blocked Account Agreement) that may be perfected under the UCC (in effect on the date this representation is made) by filing, recording or registering a financing statement or by obtaining control or possessionSection 6.11, in each case prior as amended, the “U.S. Security Agreement”), duly executed by US Holdings and superior OpCo, together with: (1) certificates and instruments representing the Securities Collateral referred to therein accompanied by undated stock powers or instruments of transfer executed in right blank, (2) proper Financing Statements in form appropriate for filing under the Uniform Commercial Code of all jurisdictions that the Agent may deem necessary or desirable in order to perfect the Liens created under the U.S. Security Agreement, covering the Collateral described in the U.S. Security Agreement, (3) UCC, tax and judgment lien searches, or equivalent reports or searches, each of a recent date listing all effective financing statements, lien notices or comparable documents (together with copies of such financing statements and documents) that name any Loan Party as debtor and that are filed in those state and county jurisdictions in which any Loan Party is organized or maintains its principal place of business and such other Person to the extent searches that are required by the Financing Perfection Certificate or that the Agent reasonably deems necessary or appropriate, none of which encumber the Collateral covered or intended to be covered by the Collateral Documents (other than Permitted Liens), (4) the Deposit Account Control Agreements, subject to Permitted Liens having priority under applicable Law.duly executed by the appropriate parties, (b5) When a Perfection Certificate, in substantially the form of Exhibit D-1, duly executed by each of the Loan Parties, and (6) evidence that all other actions, recordings and filings that the Agent may reasonably deem necessary or desirable in order to perfect the Liens created under the U.S. Security Agreement has been taken (or a short form thereofincluding receipt of duly executed payoff letters, UCC-3 termination statements and landlords’ and bailees’ waiver and consent agreements); and (ii) in proper form is filed in the United States Patent and Trademark Office and the United States Copyright Office and when financing statements, releases and other filings in appropriate form are filed in the offices specified on Schedule II of the Security Agreement, the Agent shall have a fully perfected Lien on, and security interest in, all right, title and interest of the applicable Loan Parties in the Intellectual Property Collateral (as defined in the Security Agreement) in which a security interest may be perfected by filing, recording or registering a security agreement, financing statement or analogous document in form and substance reasonably acceptable to the United States Patent Agent and Trademark Office or the United States Copyright Office, as applicableLenders (together with each other security agreement and security agreement supplement delivered pursuant to Section 6.11, in each case prior as amended, the “Canadian Security Agreement”), duly executed by Canadian Holdings, together with: (1) certificates and superior instruments representing the Securities Collateral referred to therein accompanied by undated stock powers or instruments of transfer executed in right blank, and (2) evidence that all other actions, recordings and filings that the Agent may reasonably deem necessary or desirable in order to any other Person perfect the Liens created under the Canadian Security Agreement has been taken; and (iii) a guarantee, in form and substance reasonably acceptable to the extent required by the Financing Agreements, subject to Permitted Liens having priority under applicable Law (it being understood that subsequent recordings in the United States Patent and Trademark Office Agent and the United States Copyright Office may be necessary to perfect a Lien on registered trademarks, trademark applications and copyrights acquired by the Loan Parties after the Escrow Release Date). (c) The Mortgages when granted shall create in favor of the Agent, for the benefit of the Secured Parties referred to therein, a legal, valid, continuing and enforceable first priority Lien in the Mortgaged Property Lenders (as defined in amended, the Mortgages“NEE Partners Guaranty”), 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 in proper form with the appropriate Governmental Authorities and the payment of any mortgage recording taxes of fees, the Agent will have a perfected first priority Lien on, and security interest in, to and under all right, title and interest of the grantors thereunder in all Mortgaged Property that may be perfected duly executed by such filing or recording (including without limitation the proceeds of such Mortgaged Property), in each case prior and superior in right to any other Person to the extent required by the Financing Agreements, subject to Permitted Liens having priority under applicable LawNEE Partners.

Collateral Documents. (ai) The Security provisions of the Pledge Agreement creates will be, on and after the Closing Date, effective to create, in favor of the Agent, Collateral Agent for the benefit of the Secured Parties referred Lenders and the Collateral Agent, legal, valid and enforceable security interests in all of the Collateral described therein, and upon the taking of and continued possession of such Collateral by the Collateral Agent on or prior to thereinthe Closing Date, the Pledge Agreement shall constitute, as of and after the Closing Date, a fully perfected security interest in such Collateral superior in right to any other security interests, existing or future, which any Person may have against such Collateral, except to the extent, if any, otherwise provided in the Pledge Agreement; (ii) the provisions of the Security Agreement are effective to create in favor of the Collateral Agent for the benefit of the Lenders and the Collateral Agent, a legal, valid, valid 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. Upon the filing of UCC financing statements in proper form, and delivery to the Agent of all possessory collateral required to be delivered by the Security Agreement and/or the obtaining of “control” (as defined in the UCC) by the Agent (or, so long as the ABL Intercreditor Agreement is in effect and the ABL Agent is acting as agent for the Agent pursuant thereto for purposes of obtaining possession of or establishing control over certain Collateral, to or by the ABL Agent), the Agent will have a perfected Lien on, and security interest in, to and under all right, title and interest in all of the grantors thereunder in all Collateral (other than those DDAs for which the Agents have not required a Blocked Account Agreement) that may be perfected under the UCC (in effect on the date this representation is made) by filingdescribed therein, recording or registering a financing statement or by obtaining control or possession, in each case prior and superior in right to any other Person to the extent required by the Financing Agreements, subject to Permitted Liens having priority under applicable Law. (b) When the Security Agreement (or a short form thereof) in proper form is filed in the United States Patent and Trademark Office and the United States Copyright Office and when financing statements, releases and other filings in appropriate form are filed in the offices specified on Schedule II of the Security Agreement, upon the Agent shall have filing of Form UCC-1 financing statements or the appropriate equivalent (which filing, if this representation is being made more than 10 days after the Closing Date, has been made), create a fully perfected Lien first priority lien on, and security interest in, all right, title and interest in all of the applicable Loan Parties in the Intellectual Property Collateral (as defined described in the Security Agreement) Agreement to the extent that such security interests can be perfected by the filing of a financing statement under the UCC or in which a security interest filing may be perfected by filing, recording or registering a security agreement, financing statement or analogous document made in the United States Patent and Trademark Office or in the United States Copyright Office, as applicable, in each case prior and superior in right to any other Person to the extent required by the Financing Agreements, subject to no other Liens other than Permitted Liens having priority under applicable Law (it being understood that subsequent recordings in the United States Patent and Trademark Office and the United States Copyright Office may be necessary to perfect a Lien on registered trademarks, trademark applications and copyrights acquired by the Loan Parties after the Escrow Release Date)Liens. (ciii) The the Mortgages when granted shall create create, for the obligations purported to be secured thereby, a valid and enforceable perfected security interest in and mortgage lien on the respective Mortgaged Properties covered thereby in favor of the Agent, Collateral Agent (or such other trustee as may be required or desired under local law) for the benefit of the Secured Parties referred Lenders, superior to therein, a legal, valid, continuing and enforceable first priority Lien prior to the rights of all third Persons (except that the security interest and mortgage lien created in the Mortgaged Property (as defined in the Mortgages), the enforceability of which is Properties may be subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally the Permitted Encumbrances related thereto) 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 in proper form with the appropriate Governmental Authorities and the payment of any mortgage recording taxes of fees, the Agent will have a perfected first priority Lien on, and security interest in, to and under all right, title and interest of the grantors thereunder in all Mortgaged Property that may be perfected by such filing or recording no other Liens (including without limitation the proceeds of such Mortgaged Propertyother than Permitted Liens), in each case prior and superior in right to any other Person to the extent required by the Financing Agreements, subject to Permitted Liens having priority under applicable Law.

Collateral Documents. (a) The Subject to Section 8.10, executed counterparts of the Pledge and Security Agreement creates in favor of the Agent, for the benefit of the Secured Parties referred to therein, a legal, valid, and enforceable security interest in the Collateral (as defined in the each European Security Agreement), together with: (A) an executed original of each Note timely requested by a Lender hereunder; (B) to the enforceability of which is subject to applicable bankruptcyextent not on file with the appropriate Governmental Authority, insolvency, reorganization, moratorium appropriate financing statements (Form UCC-1 or such other financing statements or similar notices as shall be required by local Law) authenticated and authorized for filing under the UCC or other laws affecting creditors’ rights generally and subject to general principles applicable local Law of equity, regardless of whether considered each jurisdiction in a proceeding in equity or at law. Upon which the filing of UCC financing statements in proper form, and delivery to the Agent of all possessory collateral required to be delivered by the Security Agreement and/or the obtaining of “control” (as defined in the UCC) by the Agent (or, so long as the ABL Intercreditor Agreement is in effect and the ABL Agent is acting as agent for the Agent pursuant thereto for purposes of obtaining possession of or establishing control over certain Collateral, to or by the ABL Agent), 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 (other than those DDAs for which the Agents have not required a Blocked Account Agreement) that may be perfected under the UCC (in effect on the date this representation is made) by filing, recording or registering a financing statement or giving of notice may be required, or reasonably requested by obtaining control or possessionthe relevant Collateral Agent, in each case prior and superior in right to any other Person perfect the security interests intended to be created by the Collateral Documents; (C) to the extent required by not already delivered, copies of reports from CT Corporation or another independent search service reasonably satisfactory to the Financing Agreements, subject to Permitted Liens having priority under applicable Law. (b) When the Security Agreement (or a short form thereof) in proper form is filed in the United States Patent and Trademark Office and the United States Copyright Office and when relevant Collateral Agent listing all effective financing statements, releases notices of tax, PBGC or judgment liens or similar notices that name any of the Company or any other Credit Party (under its present name and other filings in appropriate form any previous name and, if requested by the relevant Collateral Agent, under any trade names), as debtor or seller that are filed in the offices specified jurisdictions referred to in clause (ii)(B) above (regardless of whether or not financing statements are then on Schedule II file) or in any other jurisdiction having files which must be searched in order to determine fully the existence of the Security AgreementUCC security interests, notices of the filing of federal tax Liens (filed pursuant to Section 6323 of the Code), Liens of the PBGC (filed pursuant to Section 4068 of ERISA) or judgment Liens on any Collateral, together with copies of such financing statements, notices of tax, PBGC or judgment Liens or similar notices (none of which shall cover the Collateral except to the extent evidencing Permitted Liens or for which the relevant Collateral Agent shall have a fully perfected Lien onreceived termination statements (Form UCC-3 or such other termination statements as shall be required by local Law) authenticated and authorized for filing); (D) to the extent not already delivered to the U.S. Collateral Agent, searches of ownership of intellectual property in the appropriate governmental offices and such patent, trademark and/or copyright filings as may be requested by the U.S. Collateral Agent to the extent necessary or reasonably advisable to perfect the U.S. Collateral Agent’s security interest inin intellectual property Collateral; (E) to the extent not previously delivered to the U.S. Collateral Agent, all right, title and interest of the applicable Loan Parties Pledged Collateral, which Pledged Collateral shall be in the Intellectual Property Collateral (as defined suitable form for transfer by delivery, or shall be accompanied by duly executed instruments of transfer or assignment in the Security Agreement) in which a security interest may be perfected by filingblank, recording or registering a security agreementwith signatures appropriately guaranteed, financing statement or analogous document in the United States Patent and Trademark Office or the United States Copyright Office, as applicable, accompanied in each case prior by any required transfer tax stamps, all in form and superior in right to any other Person substance reasonably satisfactory to the extent required by U.S. Collateral Agent; and (F) evidence of the Financing Agreements, subject completion of all other filings and recordings of or with respect to Permitted Liens having priority under applicable Law (it being understood that subsequent recordings in the United States Patent Collateral Documents and Trademark Office and the United States Copyright Office of all other actions as may be necessary or, in the opinion of the relevant Collateral Agent, desirable to perfect a Lien on registered trademarks, trademark applications and copyrights acquired the security interests intended to be created by the Loan Parties after the Escrow Release DateCollateral Documents (including receipt of duly executed payoff letters, UCC-3 termination statements and landlords’ and bailees’ waiver and consent agreements). (c) The Mortgages when granted shall create in favor of the Agent, for the benefit of the Secured Parties referred to therein, a legal, valid, continuing and enforceable first priority Lien in the Mortgaged Property (as defined in the Mortgages), the enforceability of which is subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law. Upon the filing or recording of the Mortgages in proper form with the appropriate Governmental Authorities and the payment of any mortgage recording taxes of fees, the Agent will have a perfected first priority Lien on, and security interest in, to and under all right, title and interest of the grantors thereunder in all Mortgaged Property that may be perfected by such filing or recording (including without limitation the proceeds of such Mortgaged Property), in each case prior and superior in right to any other Person to the extent required by the Financing Agreements, subject to Permitted Liens having priority under applicable Law.

Collateral Documents. (a) The U.S. Security Agreement creates (to the extent required hereby or by the applicable Collateral Documents) valid and perfected first priority liens on and/or security interests in all of the U.S. Collateral in favor of the AgentSecured Parties, for to the benefit extent set forth in and subject to the provisions hereof and of the Secured Parties referred to therein, a legal, valid, and enforceable security interest in the Collateral Documents (except as defined in the Security Agreement), the enforceability of which is subject to may be limited (x) by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights generally generally, (y) by the ICC Termination Act of 1995, as amended and subject to any other applicable governmental regulations and (z) by general equitable principles of equity, regardless of (whether considered in a proceeding enforcement is sought by proceedings in equity or at law. Upon the filing of UCC )), subject only to Permitted Liens and, when (i) financing statements are filed in proper form, and delivery the offices specified on Schedule 6 to the Perfection Certificate and (ii) upon the taking of possession or control by the Administrative Agent of all possessory collateral required the U.S. Collateral, with respect to which a security interest may be delivered perfected only by possession or control (which possession or control shall be given to the Administrative Agent to the extent possession or control by the Security Agreement and/or the obtaining of “control” (as defined in the UCC) Administrative Agent is required by the Agent (or, so long as U.S. Security Agreement) the ABL Intercreditor Agreement is in effect and the ABL Agent is acting as agent for the Agent pursuant thereto for purposes of obtaining possession of or establishing control over certain Collateral, to or Liens created by the ABL Agent), the Agent will have a U.S. Security Agreements shall constitute fully perfected Lien Liens on, and security interest interests in, to and under all right, title and interest of the grantors thereunder in all the U.S. Collateral (other than those DDAs for such U.S. Collateral in which the Agents have a security interest cannot required a Blocked Account Agreement) that may be perfected under the UCC (as in effect at the relevant time in the relevant jurisdiction), in each case subject to no Liens other than Permitted Liens. The Canadian Security Agreement creates (to the extent required hereby or by the applicable Collateral Documents) valid and perfected first priority liens on and/or security interests in all of the Collateral in favor of the Secured Parties, to the extent set forth in and subject to the provisions of the Collateral Documents, subject only to Permitted Liens and, when (i) financing statements and registrations are filed in the offices specified on Schedule 6 to the Canadian Perfection Certificate and (ii) upon the taking of possession or control by the Administrative Agent of the Collateral with respect to which a security interest may be perfected only by possession or control (which possession or control shall be given to the Administrative Agent to the extent possession or control by the Administrative Agent is required by the Canadian Security Agreement) the Liens created by the Canadian Security Agreements shall constitute fully perfected Liens on, and security interests in, all right, title and interest of the grantors in the Collateral (other than such Collateral in which a security interest cannot be perfected under the PPSA or the RPMRR), in each case subject to no Liens other than Permitted Liens. (b) Each Mortgage when duly executed is effective to create, in favor of the Administrative Agent, for its benefit and the benefit of the Secured Parties, legal, valid and enforceable Liens on, and security interests in, all of the Loan Parties’ right, title and interest in and to the Mortgaged Properties thereunder and the 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 law)), subject only to Permitted Liens or other Liens acceptable to the Administrative Agent, and when the Mortgages are filed in the offices specified on Schedule 6 to the Perfection Certificate, Canadian Perfection Certificate or any supplement to the Perfection Certificate or Canadian Perfection Certificate delivered on or prior to the date this representation hereof (or, in the case of any Mortgage executed and delivered on or prior to the date hereof in accordance with the provisions of §§9.13, 9.14 or 9.16, when such Mortgage is made) by filingfiled in the offices specified in the local counsel opinion delivered with respect thereto in accordance with the provisions of §§9.13, recording or registering a financing statement or by obtaining control or possession9.14 and 9.16), the Mortgages shall constitute fully perfected Liens on, and security interests in, all right, title and interest of the Loan Parties in the Mortgaged Properties and the proceeds thereof, in each case prior and superior in right to any other Person person, other than Permitted Liens and Liens permitted by the Mortgage. None of the Mortgaged Property upon which a Building or Manufactured (Mobile) Home is located is a material real property or material to the extent required operation of the Borrowers’ business. A “Building” is defined by the Financing AgreementsFederal Emergency Management Agency in connection with the National Flood Insurance Program to mean “a walled or roofed structure” and a “Manufactured (Mobile) Home” is defined by the Federal Emergency Management Agency in connection with the National Flood Insurance Program to mean “a structure built on a permanent chassis, subject transported to Permitted Liens having priority under applicable Lawits site in one or more sections, and affixed to a permanent foundation”. (bc) When the [Reserved]. (d) Subject to laws affecting creditors’ rights generally, each Lien under each Australian Security Agreement creates the Lien which it is expressed to create with the ranking and priority it is expressed to have over the property which it is expressed to apply (or subject to registration of a short form thereof) in proper form is filed in the United States Patent and Trademark Office and the United States Copyright Office and when financing statements, releases and other filings in appropriate form are filed in the offices specified on Schedule II of the Security Agreement, the Agent shall have a fully perfected Lien on, and security interest in, all right, title and interest of the applicable Loan Parties in the Intellectual Property Collateral statement (as defined in the Security AgreementPPSA (Australia)) 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 to the extent required by the Financing Agreements, subject to Permitted Liens having priority under applicable Law (it being understood that subsequent recordings Administrative Agent in the United States Patent and Trademark Office and the United States Copyright Office may be necessary to perfect a Lien on registered trademarks, trademark applications and copyrights acquired by the Loan Parties after the Escrow Release Dateaccordance with any relevant prescribed timeframe). (ce) The Mortgages when granted shall create in favor In respect of each Loan Party to an Australian Security Agreement, it is the sole legal and beneficial owner of the Agentproperty over which it has purported to create a Lien under the Australian Security Agreements, for free from Liens other than Permitted Liens. (f) As at the benefit of the Secured Parties referred to therein, a legal, valid, continuing and enforceable first priority Lien in the Mortgaged Property (as defined in the Mortgages), the enforceability of which is subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law. Upon the filing or recording of the Mortgages in proper form with the appropriate Governmental Authorities Closing Date and the payment of Restatement Effective Date, neither the Australian Borrower nor any mortgage recording taxes of fees, the Agent will have a perfected first priority Lien on, and security interest in, Australian Guarantor party to and under all an Original Australian Security Agreement had any right, title and or interest in any property located in New South Wales for the purposes of the grantors thereunder in all Mortgaged Property that may be perfected by such filing or recording Duties Xxx 0000 (including without limitation the proceeds of such Mortgaged PropertyNSW), in each case prior and superior in right to any other Person to the extent required by the Financing Agreements, subject to Permitted Liens having priority under applicable Law.

Collateral Documents. On and after the Funding Date: (a) The Security Agreement creates is effective to create in favor of the Agent, Administrative Agent for the benefit of the Secured Parties referred to thereinParties, a legal, validvalid and enforceable Liens on, and enforceable security interests in, the Collateral and, when (i) financing statements and other filings in appropriate form are filed in the offices specified on Schedule 5 to the Perfection Certificate and (ii) upon the taking of possession or control by the Administrative Agent of the Collateral with respect to which a security interest in may be perfected only by possession or control (which possession or control shall be given to the Collateral (as defined in Administrative Agent to the extent possession or control by the Administrative Agent is required by 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. Upon the filing of UCC financing statements in proper form, and delivery to the Agent of all possessory collateral required to be delivered Liens created by the Security Agreement and/or shall constitute first priority (subject to Liens permitted under the obtaining of “control” (as defined in the UCC) by the Agent (or, so long as the ABL Intercreditor Agreement is in effect and the ABL Agent is acting as agent for the Agent pursuant thereto for purposes of obtaining possession of or establishing control over certain Collateral, to or by the ABL AgentLoan Documents), the Agent will have a fully perfected Lien Liens on, and security interest interests in, to and under all right, title and interest of the grantors thereunder in all the Collateral (other than those DDAs for such Collateral in which the Agents have a security interest (A) cannot required a Blocked Account Agreement) that may be perfected under the UCC (as in effect on at the date this representation is made) relevant time in the relevant jurisdiction by filing, recording or registering a financing statement such filings or by obtaining control possession or possessioncontrol, as the case may be, or (B) is not required to be perfected pursuant to this Agreement or any other Loan Document), in each case prior and superior in right to any other Person to the extent required by the Financing Agreements, subject to Permitted no Liens having priority other than Liens permitted under applicable Lawthe Loan Documents. (b) When the Security Agreement (or a short form thereof) in proper form thereof is filed in the United States Patent and Trademark Office and the United States Copyright Office and when financing statements, releases and other the filings referred to in appropriate form clause (i) of Section 5.21(a) are filed made as provided in the offices specified on Schedule II of the Security Agreementsuch clause, the Agent Liens created by such Security Agreement shall have a constitute first priority (subject to Liens permitted under the Loan Documents), fully perfected Lien Liens on, and security interest interests in, all right, title and interest of the applicable Loan Parties grantors thereunder in the Intellectual Property Collateral Patents (as defined in the Security Agreement) in which a security interest may be perfected by filing, recording registered or registering a security agreement, financing statement or analogous document in applied for with the United States Patent and Trademark Office or Copyrights (as defined in such Security Agreement) registered or applied for with the United States Copyright Office, as applicablethe case may be, in each case subject to no Liens other than Liens permitted under the Loan Documents. (c) Each Collateral Document delivered pursuant to Sections 6.17 and 6.18 will, upon execution and delivery thereof, be effective to create in favor of the Administrative Agent, for the benefit of the Secured Parties, legal, valid and enforceable Liens on, and security interests in, all of the Loan Parties’ right, title and interest in and to the Collateral thereunder, and (i) when all appropriate filings or recordings are made in the appropriate offices as may be required under applicable law and (ii) upon the taking of possession or control by the Administrative Agent of such Collateral with respect to which a security interest may be perfected only by possession or control (which possession or control shall be given to the Administrative Agent to the extent required by any Collateral Document or is not required to be perfected pursuant to this Agreement or any other Loan Document), such Collateral Document will constitute first priority (subject to Liens permitted under the Loan Documents), fully perfected Liens on, and security interests in, all right, title and interest of the Loan Parties in such Collateral, in each case subject to no Liens other than the Liens permitted under the Loan Documents. (d) Each Mortgage is effective to create, in favor of the Administrative Agent, for its benefit and the benefit of the Secured Parties, legal, valid and enforceable Liens on, and security interests in, all of the Loan Parties’ right, title and interest in and to the Mortgaged Properties thereunder, subject only to (x) on the date of such Mortgage, Permitted Encumbrances and (y) after the date of such Mortgage, Liens permitted by Section 7.01, and when the Mortgages are filed in the offices specified on Schedule 7(a) to the Perfection Certificate dated the Funding Date (or, in the case of any Mortgage executed and delivered after the Funding Date in accordance with the provisions of Sections 6.17 and 6.18, when such Mortgage is filed in the offices specified in the local counsel opinion delivered with respect thereto in accordance with the provisions of Sections 6.17 and 6.18) the Mortgages shall constitute fully perfected Liens on, and security interests in, all right, title and interest of the Loan Parties in the Mortgaged Properties, in each case prior and superior in right to any other Person Lien, other than (x) on the date of such Mortgage, Permitted Encumbrances and (y) after the date of such Mortgage, Liens permitted by Section 7.01. All written information provided by or on behalf of the Borrower to the extent required by the Financing Agreements, subject Administrative Agent and any Lender with respect to Permitted Liens having priority under applicable Law (it being understood that subsequent recordings in the United States Patent and Trademark Office and the United States Copyright Office may be necessary to perfect a Lien on registered trademarks, trademark applications and copyrights acquired by the Loan Parties after the Escrow Release Date). (c) The Mortgages when granted shall create in favor of the Agent, for the benefit of the Secured Parties referred to therein, a legal, valid, continuing and enforceable first priority Lien in the each Mortgaged Property (as defined in the Mortgages), the enforceability of which is subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law. Upon the filing or recording of the Mortgages in proper form with the appropriate Governmental Authorities and the payment of any mortgage recording taxes of fees, the Agent will have a perfected first priority Lien on, and security interest in, to and under all right, title and interest of the grantors thereunder in all Mortgaged Property that may be perfected by such filing or recording (including without limitation the proceeds of such Mortgaged Property), in each case prior and superior in right to any other Person to the extent required by the Financing Agreements, subject to Permitted Liens having priority under applicable LawSection 5.15 hereof.

Collateral Documents. (a) The Guaranty and Security Agreement creates is effective to create in favor of the Administrative Agent, for the ratable benefit of the Secured Parties referred to thereinParties, a legal, valid, valid and enforceable security interest in the Collateral (as defined in the Security Agreementtherein), and the enforceability of which is subject Liens created under the Guaranty and Security Agreement constitute fully perfected Liens (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 extent that such Lien may be perfected by the filing of a UCC financing statements in proper form, and delivery to the Agent of all possessory collateral required to be delivered by the Security Agreement and/or the obtaining of “control” (as defined in the UCCstatement) by the Agent (or, so long as the ABL Intercreditor Agreement is in effect and the ABL Agent is acting as agent for the Agent pursuant thereto for purposes of obtaining possession of or establishing control over certain Collateral, to or by the ABL Agent), the Agent will have a perfected Lien on, and security interest in, to and under all right, title and interest of the grantors “Grantors” thereunder in all Collateral (other than those DDAs for which the Agents have not required a Blocked Account Agreement) that may be perfected under the UCC (in effect on the date this representation is made) by filing, recording or registering a financing statement or by obtaining control or possessionsuch Collateral, in each case case, prior and superior in right to any other Person Person, other than with respect to Permitted Prior Liens. When the certificates evidencing Capital Stock that constitutes “certificated securities” pledged pursuant to the extent required Guaranty and Security Agreement are delivered to the Administrative Agent, together with appropriate stock powers or other similar instruments of transfer duly executed in blank, the Liens in such Capital Stock shall be fully perfected first priority security interests, perfected by “control” as defined in the Financing Agreements, subject to Permitted Liens having priority under applicable LawUCC. (b) When When, if applicable, the Patent Security Agreement(s) and the Trademark Security Agreement(s) are filed with the USPTO, and the Copyright Security Agreement(s) are filed with the USCRO, the Liens created by the Guaranty and Security Agreement (or a short form thereof) in proper form is filed in the United States Patent and Trademark Office and the United States Copyright Office and when financing statements, releases and other filings in appropriate form are filed in the offices specified on Schedule II of the Security Agreement, the Agent shall have constitute a fully perfected Lien on, and security interest in, all right, title and interest of the applicable Loan Parties in the Intellectual Property Collateral (as defined in the Security Agreement) such Patents, Trademarks and Copyrights, if any, in which a security interest may be perfected by filing, recording or registering a security agreement, financing statement or analogous document in with the United States Patent and Trademark Office USPTO or the United States Copyright OfficeUSCRO, as applicable, in each case case, prior and superior in right to any other Person to the extent required by the Financing Agreements, subject other than with respect to Permitted Liens having priority under applicable Law (it being understood that subsequent recordings in the United States Patent and Trademark Office and the United States Copyright Office may be necessary to perfect a Lien on registered trademarks, trademark applications and copyrights acquired by the Loan Parties after the Escrow Release Date)Prior Liens. (c) The Mortgages Each Mortgage, if any, when granted duly executed and delivered by the relevant Loan Party, shall be effective to create in favor of the Administrative Agent, for the ratable benefit of the Secured Parties referred to thereinParties, a legal, valid, continuing valid and enforceable first priority Lien on all of such applicable Loan Party’s right, title and interest in and to the Real Estate of such Loan Party covered thereby and the proceeds thereof, and when such Mortgage is filed in the real estate records where the respective Mortgaged Property (as defined in the Mortgages)is located, 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 such Mortgage shall constitute a proceeding in equity or at law. Upon the filing or recording of the Mortgages in proper form with the appropriate Governmental Authorities and the payment of any mortgage recording taxes of fees, the Agent will have a fully perfected first priority Lien on, and security interest in, to and under all right, title and interest of the grantors thereunder such Loan Party in all Mortgaged Property that may be perfected by such filing or recording (including without limitation Real Estate and the proceeds of such Mortgaged Property)thereof, in each case case, prior and superior in right to any other Person Person, other than with respect to Permitted Prior Liens. (d) No Mortgage encumbers improved real property that is located in an area that has been identified by the Secretary of Housing and Urban Development as an area having special flood hazards, and in which flood insurance has been made available under the National Flood Insurance Act of 1968, except to the extent required by that the Financing Agreements, subject applicable Loan Party maintains flood insurance with respect to Permitted Liens having priority under applicable Lawsuch improved real property in compliance with the requirements of Section 5.8.

Collateral Documents. (a) The Security Agreement creates Subject to making or procuring the appropriate registrations, filings, endorsements, notarizations, stampings, notifications and/or acknowledgments of the Collateral Documents and/or the Liens created thereunder, each Collateral Document to which a Loan Party is a party is effective to create in favor of the Agent, Administrative Agent (for the benefit of the Secured Parties referred to therein, Parties) a legal, valid, valid and enforceable security interest in, and Lien on, such Loan Party’s right, title and interest in the Collateral (as defined described therein. When financing statements or equivalent filings or notices have been made or the Collateral Vessel Mortgages are filed or recorded in the Security Agreementappropriate offices as may be required under applicable law and upon the taking of possession or control by the Administrative Agent of such Collateral with respect to which a security interest may be perfected only by possession or control (which possession or control shall be given to the Administrative Agent to the extent required by any Collateral Document), 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 UCC financing statements in proper form, and delivery to the Administrative Agent of all possessory collateral required to be delivered by the Security Agreement and/or the obtaining of “control” (as defined in the UCC) by the Agent (or, so long as the ABL Intercreditor Agreement is in effect and the ABL Agent is acting as agent for the Agent pursuant thereto for purposes of obtaining possession of or establishing control over certain Collateral, to or by the ABL Agent), the Agent will shall have a fully perfected Lien Liens on, and security interest interests in, to and under all right, title and interest of the grantors thereunder Loan Parties in all Collateral (other than those DDAs for which the Agents have not required a Blocked Account Agreement) that may be perfected under the UCC (in effect on the date this representation is made) by filing, recording or registering a financing statement or by obtaining control or possessionsuch Collateral, in each case prior and superior in right to any other Person Liens, other than Permitted Encumbrances and Permitted Maritime Liens which are permitted to attach to such Collateral under the extent required by the Financing Agreements, subject to Permitted Liens having priority under applicable Lawterms of this Agreement. (b) When the Security Agreement (or a short form thereof) Each Collateral Vessel Mortgage is or, when executed, will be in proper legal form under the laws of the jurisdiction of the flag under which such Vessel is filed registered in the United States Patent and Trademark Office name of the applicable Collateral Vessel Owner for the enforcement thereof under such laws and the United States Copyright Office and when financing statementslaws of the jurisdiction of organization of the applicable Collateral Vessel Owner party thereto. To ensure the legality, releases and other filings validity, enforceability or admissibility in appropriate form are filed evidence of each such Collateral Vessel Mortgage in the offices specified on Schedule II of jurisdiction in which such Vessel is flagged or the Security Agreement, the Agent shall have a fully perfected Lien on, and security interest in, all right, title and interest jurisdiction of the applicable Loan Parties in the Intellectual Property Party party thereto, it is not necessary that any Collateral (as defined in the Security Agreement) in which a security interest may be perfected by filing, recording Vessel Mortgage 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 to the extent required by the Financing Agreements, subject to Permitted Liens having priority under applicable Law (it being understood that subsequent recordings in the United States Patent and Trademark Office and the United States Copyright Office may document be necessary to perfect a Lien on registered trademarks, trademark applications and copyrights acquired by the Loan Parties after the Escrow Release Date). (c) The Mortgages when granted shall create in favor of the Agent, for the benefit of the Secured Parties referred to therein, a legal, valid, continuing and enforceable first priority Lien in the Mortgaged Property (as defined in the Mortgages), the enforceability of which is subject to applicable bankruptcy, insolvency, reorganization, moratorium filed or recorded with any court or other laws affecting creditors’ rights generally and subject to general principles of equityauthority in any such jurisdiction, regardless of whether considered in a proceeding in equity except for those filings as have been, or at law. Upon the filing or recording of the Mortgages in proper form with the appropriate Governmental Authorities and the payment of any mortgage recording taxes of feeswill be, the Agent will have a perfected first priority Lien on, and security interest in, to and under all right, title and interest of the grantors thereunder in all Mortgaged Property that may be perfected by such filing or recording (including without limitation the proceeds of such Mortgaged Property), in each case prior and superior in right to any other Person to the extent required by the Financing Agreements, subject to Permitted Liens having priority under applicable Lawmade.

Collateral Documents. (a) The Security Collateral Agreement creates is effective to create in favor of the Agent, Collateral Agent (for the benefit of the Secured Parties referred to thereinParties), in each case, a legal, valid, valid and enforceable security interest in the Collateral (as defined described therein and proceeds thereof. As of the Closing Date, in the Security case of the Pledged Collateral described in the Collateral Agreement), the enforceability of which is subject to applicable bankruptcywhen certificates or promissory notes, insolvencyas applicable, reorganization, moratorium or other laws affecting creditors’ rights generally representing such Pledged Collateral and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law. Upon the filing of UCC financing statements in proper form, and delivery to the Agent of all possessory collateral required to be delivered by under the Security Agreement and/or applicable Collateral Document are delivered to the obtaining of “control” (as defined Collateral Agent, and in the UCC) by the Agent (or, so long as the ABL Intercreditor Agreement is in effect and the ABL Agent is acting as agent for the Agent pursuant thereto for purposes of obtaining possession of or establishing control over certain Collateral, to or by the ABL Agent), the Agent will have a perfected Lien on, and security interest in, to and under all right, title and interest case of the grantors thereunder other Collateral described in all the Collateral Agreement (other than those DDAs for which the Agents have not required a Blocked Account Agreement) that may be perfected under the UCC (in effect on the date this representation is made) by filingIntellectual Property), recording or registering a financing statement or by obtaining control or possession, in each case prior and superior in right to any other Person to the extent required by the Financing Agreements, subject to Permitted Liens having priority under applicable Law. (b) When the Security Agreement (or a short form thereof) in proper form is filed in the United States Patent and Trademark Office and the United States Copyright Office and when financing statements, releases statements and other filings specified in appropriate form the Perfection Certificate are filed in the offices specified on Schedule II in the Perfection Certificate, the Collateral Agent (for the benefit of the Security Agreement, the Agent Secured Parties) shall have a fully perfected Lien on, and security interest in, all right, title and interest of the applicable Loan Parties in such Collateral and, subject to Section 9-315 of the Intellectual Property New York Uniform Commercial Code, the proceeds thereof, as security for the Obligations to the extent perfection can be obtained by filing Uniform Commercial Code financing statements, in each case prior and superior in right to the Lien of any other person (except Permitted Liens). (b) When the Collateral (as defined in the Security Agreement) in which a security interest may be perfected by filing, recording Agreement or registering a security agreement, financing statement or analogous an ancillary document thereunder is properly filed and recorded in the United States Patent and Trademark Office or the United States Copyright Office, as applicable, and, with respect to Collateral in which a security interest cannot be perfected by such filings, upon the proper filing of the financing statements referred to in clause (a) above, the Collateral Agent (for the benefit of the Secured Parties) shall have a fully perfected (subject to exceptions arising from defects in the chain of title, which defects in the aggregate do not constitute a Material Adverse Effect hereunder) Lien on, and security interest in, all right, title and interest of the Loan Parties thereunder in the United States Intellectual Property included in the Collateral (but, in the case of the United States registered copyrights included in the Collateral, only to the extent such United States registered copyrights are listed in such ancillary document filed with the United States Copyright Office) listed in such ancillary document, in each case prior and superior in right to the Lien of any other Person to the extent required by the Financing Agreementsperson, subject to except for Permitted Liens having priority under applicable Law (it being understood that subsequent recordings in the United States Patent and Trademark Office and the United States Copyright Office may be necessary to perfect a Lien on registered trademarkstrademarks and patents, trademark and patent applications and registered copyrights acquired by the Loan Parties Borrowers or the Subsidiary Guarantors after the Escrow Release Closing Date). (c) The Mortgages when granted shall create [Reserved]. (d) Notwithstanding anything herein (including this Section 3.17) or in favor any other Loan Document to the contrary, no Loan Party makes any representation or warranty as to the effects of perfection or non-perfection, the Agent, for the benefit of the Secured Parties referred to therein, a legal, valid, continuing and enforceable first priority Lien in the Mortgaged Property (as defined in the Mortgages), or the enforceability of which is subject any pledge of or security interest in any Equity Interests of any Foreign Subsidiary, or as to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ the 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 remedies of the Mortgages in proper form Agents or any Lender with the appropriate Governmental Authorities and the payment of any mortgage recording taxes of feesrespect thereto, the Agent will have a perfected first priority Lien on, and security interest in, to and under all right, title and interest of the grantors thereunder in all Mortgaged Property that may be perfected by such filing or recording (including without limitation the proceeds of such Mortgaged Property), in each case prior and superior in right to any other Person to the extent required by the Financing Agreements, subject to Permitted Liens having priority under applicable Lawforeign law.

Collateral Documents. (a) The Security Agreement creates in favor Each Lender authorizes the Administrative Agent to enter into, on behalf of each such Lender, each of the Collateral Documents to which it is a party, and to take all action contemplated by each of such documents. Each Lender agrees that no Holder of Secured Obligations (other than the Administrative Agent) shall have the right individually to seek to realize upon the security granted by any Collateral Document, it being understood and agreed that such rights and remedies may be exercised solely by the Administrative Agent for the benefit of the Holders of Secured Parties referred to therein, a legal, valid, 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. Upon the filing of UCC financing statements in proper form, and delivery to the Agent of all possessory collateral required to be delivered by the Security Agreement and/or the obtaining of “control” (as defined in the UCC) by the Agent (or, so long as the ABL Intercreditor Agreement is in effect and the ABL Agent is acting as agent for the Agent pursuant thereto for purposes of obtaining possession of or establishing control over certain Collateral, to or by the ABL Agent), 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 (other than those DDAs for which the Agents have not required a Blocked Account Agreement) that may be perfected under the UCC (in effect on the date this representation is made) by filing, recording or registering a financing statement or by obtaining control or possession, in each case prior and superior in right to any other Person to the extent required by the Financing Agreements, subject to Permitted Liens having priority under applicable LawObligations. (b) When In the Security Agreement (or a short form thereof) in proper form event that any Collateral is filed in hereafter pledged by any Person as collateral security for the United States Patent Secured Obligations, the Administrative Agent is hereby authorized to execute and Trademark Office and the United States Copyright Office and when financing statements, releases and other filings in appropriate form are filed in the offices specified deliver on Schedule II behalf of the Security Agreement, the Agent shall have a fully perfected Lien on, Holders of Secured Obligations any Loan Documents necessary or appropriate to grant and security interest in, all right, title and interest of the applicable Loan Parties in the Intellectual Property Collateral (as defined in the 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 to the extent required by the Financing Agreements, subject to Permitted Liens having priority under applicable Law (it being understood that subsequent recordings in the United States Patent and Trademark Office and the United States Copyright Office may be necessary to perfect a Lien on registered trademarks, trademark applications and copyrights acquired by such Collateral in favor of the Loan Parties after the Escrow Release Date)Administrative Agent. (c) The Mortgages when Lenders hereby authorize the Administrative Agent, at its option and in its discretion, to release any Lien granted shall create in favor to or held by the Administrative Agent upon any Collateral and to release any Guarantor from its obligations under any Loan Document (i) upon termination of the Commitments and payment and satisfaction of all of the Obligations (other than obligations to pay fees and expenses with respect to which the Borrower has not received an invoice, contingent indemnity obligations and other contingent obligations, Rate Management Obligations and Banking Services Obligations) at any time arising under or in respect of this Agreement or the Loan Documents or the transactions contemplated hereby or thereby; (ii) as permitted by, but only in accordance with, the terms of the applicable Loan Document; or (iii) if approved, authorized or ratified in writing by the Required Lenders, unless such release is required to be approved by all of the Lenders hereunder. Upon request by the Administrative Agent at any time, the Lenders will confirm in writing the Administrative Agent's authority to release particular types or items of Collateral pursuant to this Section 10.15. (d) Upon any sale or transfer of assets constituting Collateral, or the consummation of any transaction pursuant to which a Guarantor ceases to be a Required Guarantor Subsidiary, in each case which is permitted pursuant to the terms of any Loan Document, or consented to in writing by the Required Lenders or all of the Lenders, as applicable, the security interest in such Collateral or in the Collateral of such Guarantor shall be automatically released or such Guarantor shall be automatically released from its obligations under the Loan Documents, as the case may be. In connection with any such release, the Administrative Agent shall (and is hereby irrevocably authorized by the Lenders to) execute such documents as may be necessary to evidence the release of the Liens granted to the Administrative Agent for the benefit of the Holders of Secured Parties referred Obligations herein or pursuant hereto upon the Collateral that was sold or transferred or the release of such Guarantor from its obligations under the Loan Documents, as the case may be; provided, however, that (i) the Administrative Agent shall not be required to thereinexecute any such document on terms which, a legal, valid, continuing and enforceable first priority Lien in the Mortgaged Property Administrative Agent's opinion, would expose the Administrative Agent to liability or create any obligation or entail any consequence other than the release of such Liens or such Guarantor without recourse or warranty, and (as defined ii) such release shall not in any manner discharge, affect or impair the Mortgages), the enforceability of which is subject to applicable bankruptcy, insolvency, reorganization, moratorium Secured Obligations or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity any Liens upon (or at law. Upon the filing or recording obligations of the Mortgages Borrower or any Subsidiary in proper form with respect of) all interests retained by the appropriate Governmental Authorities and the payment of Borrower or any mortgage recording taxes of feesSubsidiary, the Agent will have a perfected first priority Lien on, and security interest in, to and under all right, title and interest of the grantors thereunder in all Mortgaged Property that may be perfected by such filing or recording including (including without limitation limitation) the proceeds of such Mortgaged Property)the sale, in each case prior and superior in right all of which shall continue to any other Person to constitute part of the extent required by the Financing Agreements, subject to Permitted Liens having priority under applicable LawCollateral.

Collateral Documents. The Borrower will, and will cause each Guarantor to, promptly (ai) The Security Agreement creates in favor execute and deliver such Collateral Documents and other documents, within 10 days after the date hereof, as the Agent agreed at closing could be delivered post closing, including without limitation board resolutions of SOFEDIT, (ii) execute and deliver additional Collateral Documents, within 10 days after request therefor by the Agent, sufficient to grant to the Agent liens and security interests, securing the Secured Obligations, in any present or after acquired Collateral, and including without limitation , and (iii) cause each Person becoming a Subsidiary of the Borrower or any other Guarantor from time to time to execute and deliver to the Lenders and the Agent, within 10 days after such Person becomes a Subsidiary, a Guaranty and other Collateral Documents, together with other related documents described in Article IV sufficient to grant to the Agent for the benefit of the Lenders and the Agent liens and security interests in all Collateral securing the Secured Parties referred Obligations. The Borrower shall notify the Agent, within 10 days after the occurrence thereof, of the acquisition of any Collateral that is not subject to thereinthe existing Collateral Documents, any Person becoming a legalSubsidiary and any other event or condition, validother than the passage of time, that may require additional action of any nature in order to preserve the effectiveness and enforceable perfected status of the liens and security interest in interests of the Agent with respect to all Collateral pursuant to the Collateral (as defined in Documents, including without limitation delivering the Security Agreement), the enforceability originals of which is subject to applicable bankruptcy, insolvency, reorganization, moratorium or all promissory notes and 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 UCC financing statements in proper form, and delivery instruments to the Agent and delivering the originals of all possessory collateral stock certificates or other certificates evidencing any Capital Stock which is Collateral at any time. Additionally, without limiting the foregoing, the Borrower agrees to deliver such environmental reports as reasonably required to be delivered by the Security Agreement and/or the obtaining of “control” (as defined in the UCC) by the Agent (or, so long as in connection with any real property acquired the ABL Intercreditor Agreement is in effect and the ABL Agent is acting as agent for the Agent pursuant thereto for purposes Borrower or any of obtaining possession of or establishing control over certain Collateral, to or by the ABL Agent), 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 (other than those DDAs for which the Agents have not required a Blocked Account Agreement) that may be perfected under the UCC (in effect on its Subsidiaries after the date this representation is made) by filing, recording or registering a financing statement or by obtaining control or possession, in each case prior and superior in right to any other Person to the extent required by the Financing Agreements, subject to Permitted Liens having priority under applicable Lawhereof. (b) When the Security Agreement (or a short form thereof) in proper form is filed in the United States Patent and Trademark Office and the United States Copyright Office and when financing statements, releases and other filings in appropriate form are filed in the offices specified on Schedule II of the Security Agreement, the Agent shall have a fully perfected Lien on, and security interest in, all right, title and interest of the applicable Loan Parties in the Intellectual Property Collateral (as defined in the 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 to the extent required by the Financing Agreements, subject to Permitted Liens having priority under applicable Law (it being understood that subsequent recordings in the United States Patent and Trademark Office and the United States Copyright Office may be necessary to perfect a Lien on registered trademarks, trademark applications and copyrights acquired by the Loan Parties after the Escrow Release Date). (c) The Mortgages when granted shall create in favor of the Agent, for the benefit of the Secured Parties referred to therein, a legal, valid, continuing and enforceable first priority Lien in the Mortgaged Property (as defined in the Mortgages), the enforceability of which is subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law. Upon the filing or recording of the Mortgages in proper form with the appropriate Governmental Authorities and the payment of any mortgage recording taxes of fees, the Agent will have a perfected first priority Lien on, and security interest in, to and under all right, title and interest of the grantors thereunder in all Mortgaged Property that may be perfected by such filing or recording (including without limitation the proceeds of such Mortgaged Property), in each case prior and superior in right to any other Person to the extent required by the Financing Agreements, subject to Permitted Liens having priority under applicable Law.

Collateral Documents. (a) The Security Agreement creates in favor of the Agent, Any Collateral Document shall for the benefit of the Secured Parties referred any reason fail to therein, create a legal, valid, valid and enforceable perfected security interest in any portion of the Collateral purported to be covered thereby, with the priority required by the applicable Collateral Document, except as (i) permitted by the terms of any Loan Document or (ii) as defined a result of the release of such security interest in accordance with the terms of any Loan Document. Notwithstanding the foregoing provisions of this Section 11.1, in the Security Agreementevent of a Default or Event of Default arising as a result of (i) the inclusion of any Hotel Property in the Unencumbered Pool at any particular time of reference, (ii) the failure to make any Subsidiary described in Section 8.14 a Subsidiary Guarantor (a “Joinder Default”), or (iii) the failure to pledge the Equity Interests (other than Excluded Pledged Collateral) in any Pledged Subsidiary pursuant to Section 8.14(c) (a “Pledge Default”), if such Default or Event of Default is capable of being cured solely by the exclusion of such Hotel Property from the Unencumbered Pool, or in the case of a Joinder Default, by making such Subsidiary a Subsidiary Guarantor pursuant to the terms of Section 8.14, or in the case of a Pledge Default, by pledging the Equity Interests (other than Excluded Pledged Collateral) in such Pledged Subsidiary pursuant to the terms of Section 8.14(c), the enforceability Borrower shall be permitted a period not to exceed fifteen (15) days from the earlier of (x) the date upon which is subject a Responsible Officer of the Borrower obtains knowledge of such Default or Event of Default (as applicable) or (y) the date upon which the Borrower has received written notice of such Default or Event of Default from the Administrative Agent to applicable bankruptcyremove such Hotel Property from the Unencumbered Pool in accordance with, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to, Section 4.3 (or in the case of a Joinder Default, to general principles of equity, regardless of whether considered in make such Subsidiary a proceeding in equity or at law. Upon the filing of UCC financing statements in proper form, and delivery Subsidiary Guarantor pursuant to the Agent terms of all possessory collateral required to be delivered by the Security Agreement and/or the obtaining of “control” (as defined Section 8.14 or in the UCC) by the Agent (or, so long as the ABL Intercreditor Agreement is in effect and the ABL Agent is acting as agent for the Agent pursuant thereto for purposes case of obtaining possession of or establishing control over certain Collaterala Pledge Default, to or by pledge the ABL Agent), 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 Equity Interests (other than those DDAs for which the Agents have not required a Blocked Account AgreementExcluded Pledged Collateral) that may be perfected under the UCC (in effect on the date this representation is made) by filing, recording or registering a financing statement or by obtaining control or possession, in each case prior and superior in right to any other Person such Pledged Subsidiary pursuant to the extent required by the Financing Agreements, subject to Permitted Liens having priority under applicable Law. (b) When the Security Agreement (or a short form thereof) in proper form is filed in the United States Patent and Trademark Office and the United States Copyright Office and when financing statements, releases and other filings in appropriate form are filed in the offices specified on Schedule II terms of the Security Agreement, the Agent shall have a fully perfected Lien on, and security interest in, all right, title and interest of the applicable Loan Parties in the Intellectual Property Collateral (as defined in the 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 to the extent required by the Financing Agreements, subject to Permitted Liens having priority under applicable Law (it being understood that subsequent recordings in the United States Patent and Trademark Office and the United States Copyright Office may be necessary to perfect a Lien on registered trademarks, trademark applications and copyrights acquired by the Loan Parties after the Escrow Release DateSection 8.14(c)). (c) The Mortgages when granted shall create in favor of the Agent, for the benefit of the Secured Parties referred to therein, a legal, valid, continuing and enforceable first priority Lien in the Mortgaged Property (as defined in the Mortgages), the enforceability of which is subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law. Upon the filing or recording of the Mortgages in proper form with the appropriate Governmental Authorities and the payment of any mortgage recording taxes of fees, the Agent will have a perfected first priority Lien on, and security interest in, to and under all right, title and interest of the grantors thereunder in all Mortgaged Property that may be perfected by such filing or recording (including without limitation the proceeds of such Mortgaged Property), in each case prior and superior in right to any other Person to the extent required by the Financing Agreements, subject to Permitted Liens having priority under applicable Law.

Collateral Documents. (ai) The Each of the Security Agreement creates and the Subsidiary Security Agreement is effective to create in favor of the Administrative Agent, for the benefit of the Secured Parties referred to thereinLenders, a legal, valid, valid and enforceable security interest in the Collateral described therein and proceeds thereof to the extent a security interest can be created by the execution and delivery of a security agreement under the Uniform Commercial Code. In the case of Capital Stock of a Subsidiary that constitutes Certificated Securities (as defined in the Security AgreementUniform Commercial Code), 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 UCC financing statements in proper form, and delivery when stock certificates representing such Capital Stock are delivered to the Administrative Agent of all possessory collateral required pursuant to be delivered by the Security Agreement and/or or the obtaining of “control” (as defined Subsidiary Security Agreement together with undated stock powers covering such certificates executed in the UCC) by the Agent (orblank, so long as the ABL Intercreditor Agreement is in effect and the ABL Agent is acting as agent for the Agent pursuant thereto for purposes of obtaining possession of or establishing control over certain Collateral, to or by the ABL Agent), 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 (other than those DDAs for which the Agents shall have not required a Blocked Account Agreement) that may be perfected under the UCC (in effect on the date this representation is made) by filing, recording or registering a financing statement or by obtaining control or possession, in each case prior and superior in right to any other Person granted to the extent required by the Financing Agreements, subject to Permitted Liens having priority under applicable Law. (b) When the Security Agreement (or a short form thereof) in proper form is filed in the United States Patent and Trademark Office and the United States Copyright Office and when financing statements, releases and other filings in appropriate form are filed in the offices specified on Schedule II of the Security Agreement, the Administrative Agent shall have a fully perfected Lien on, and security interest in, all right, title and interest of the applicable Loan Parties in the Intellectual Property Collateral Capital Stock of such Subsidiary (except as defined otherwise provided in the 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 Agreement or the United States Copyright OfficeSubsidiary Security Agreement with respect to the Capital Stock of any Foreign Subsidiary) and the proceeds thereof, as applicablesecurity for the Obligations, in each case prior and superior in right to any other Person (except Liens permitted by Section 6.15, and subject, in the case of Proceeds, to the extent required by the Financing Agreements, subject to Permitted Liens having priority applicable limitations under applicable Law (it being understood that subsequent recordings in the United States Patent and Trademark Office and the United States Copyright Office may be necessary to perfect a Lien on registered trademarks, trademark applications and copyrights acquired by the Loan Parties after the Escrow Release Date). (c) The Mortgages when granted shall create in favor Section 9-315 of the Agent, for Uniform Commercial Code). In the benefit case of the Secured Parties referred to therein, any Capital Stock of a legal, valid, continuing and enforceable first priority Lien in the Mortgaged Property Subsidiary that constitute General Intangibles or Uncertificated Securities (as defined in the MortgagesUniform Commercial Code), when financing statements in appropriate form are filed in the enforceability offices specified on Schedule 5.20 and, in the case of which is subject to applicable bankruptcyUncertificated Securities, 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 Administrative Agent has obtained “control” (within the meaning of the Mortgages in proper form with the appropriate Governmental Authorities and the payment Uniform Commercial Code) of any mortgage recording taxes of feessuch Uncertificated Securities, the grantors thereunder shall have granted to the Administrative Agent will have a fully perfected first priority Lien on, and security interest in, to and under all right, title and interest in such Collateral (except as otherwise provided in the Security Agreement or the Subsidiary Security Agreement with respect to the Capital Stock of any Foreign Subsidiary) and the grantors thereunder in all Mortgaged Property that may be perfected by such filing or recording (including without limitation Proceeds thereof, as security for the proceeds of such Mortgaged Property)Obligations, in each case prior and superior in right to any other Person (except Liens permitted by Section 6.15 and subject, in the case of Proceeds to the extent required by applicable limitations under Section 9-315 of the Financing AgreementsUniform Commercial Code). Schedule 5.20 specifies, subject as of the Effective Date, the locations in which to Permitted Liens having priority file the financing statements which may perfect a legal, valid and enforceable security interest in the Capital Stock of its Subsidiaries granted under applicable Lawthe Security Agreement or Subsidiary Security Agreement in the Investment Property pursuant to Section 9-305(c) of the Uniform Commercial Code.

Collateral Documents. (a) The Security Agreement creates Each of the Collateral Documents is effective to create in favor of the Administrative Agent, for the benefit of the Secured Parties referred to thereinParties, a legal, valid, valid and enforceable security interest on such rights, title or interest as such Loan Party shall from time to time have in the Collateral described therein and proceeds thereof. In the case of the Equity Interests pledged under the Security Agreement (as defined the “Pledged Stock”), when the Administrative Agent obtains control of stock certificates representing the Pledged Stock, and in the case of the Collateral described 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. Upon the filing of UCC when financing statements in proper form, and delivery to the Agent of all possessory collateral required to be delivered by the Security Agreement and/or the obtaining of “control” (as defined in the UCC) by the Agent (or, so long as the ABL Intercreditor Agreement is in effect and the ABL Agent is acting as agent for the Agent pursuant thereto for purposes of obtaining possession of or establishing control over certain Collateral, to or by the ABL Agent), 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 (other than those DDAs for which the Agents have not required a Blocked Account Agreement) that may be perfected under the UCC (in effect on the date this representation is made) by filing, recording or registering a financing statement or by obtaining control or possession, in each case prior and superior in right to any other Person to the extent required by the Financing Agreements, subject to Permitted Liens having priority under applicable Law. (b) When the Security Agreement (or a short form thereof) in proper form is filed in the United States Patent and Trademark Office and the United States Copyright Office and when financing statements, releases and other filings in appropriate form are or have been filed in the offices specified on Schedule II of appropriate offices, the Security Agreement, the Agent Agreement shall have constitute a fully perfected Lien on, and security interest in, all right, title and interest of the applicable Loan Parties in such Collateral and the Intellectual Property Collateral (as defined in proceeds thereof, to the Security Agreement) in which extent a security interest may can be perfected by filing, recording filing or registering a other action required thereunder as security agreement, financing statement or analogous document in for the United States Patent and Trademark Office or the United States Copyright Office, as applicableSecured Obligations, in each case prior and superior in right to any other Person to the extent required by the Financing Agreements(except, subject to Permitted Liens having priority under applicable Law (it being understood that subsequent recordings in the United States Patent and Trademark Office and case of Collateral other than the United States Copyright Office may be necessary Pledged Stock with respect to perfect a Lien on registered trademarkswhich the Administrative Agent has control, trademark applications and copyrights acquired by the Loan Parties after the Escrow Release Date)Permitted Liens. (cb) The Mortgages when granted shall Upon the proper recordation thereof, each Mortgage will be effective to create in favor of the Administrative Agent, for the benefit of the Secured Parties referred to thereinParties, a legal, valid, continuing valid and enforceable first priority Lien on the Mortgaged Properties described therein and proceeds thereof, contains all remedies customarily afforded to a commercial lender in the jurisdiction in which the applicable Mortgaged Property (as defined is located, and when such Mortgage is or has been filed in the Mortgages)appropriate office, 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 such Mortgage shall constitute a proceeding in equity or at law. Upon the filing or recording of the Mortgages in proper form with the appropriate Governmental Authorities and the payment of any mortgage recording taxes of fees, the Agent will have a fully perfected first priority Lien on, and security interest in, to and under all right, title and interest of the grantors thereunder Loan Parties in all Mortgaged Property that may be perfected by such filing or recording (including without limitation properties and the proceeds of such Mortgaged Property)thereof, as security for the Secured Obligations, in each case prior and superior in right to any other Person (except for Permitted Liens). Notwithstanding the foregoing, it is understood that the Liens in unpatented federal or state mining claim Mining Rights are subject to the extent required by paramount title of the Financing Agreements, United States or state respectively and that water rights are usufructuary and likewise subject to Permitted Liens having priority under applicable Lawthe paramount title of the United States or state administering such rights.

Collateral Documents. (a) The Security Collateral Agreement creates is effective to create in favor of the Agent, Collateral Agent (for the benefit of the Secured Parties referred to thereinParties), in each case, a legal, valid, valid and enforceable security interest in the Collateral (as defined described therein and proceeds thereof. As of the Closing Date, in the Security case of the Pledged Collateral described in the Collateral Agreement), the enforceability of which is subject to applicable bankruptcywhen certificates or promissory notes, insolvencyas applicable, reorganization, moratorium or other laws affecting creditors’ rights generally representing such Pledged Collateral and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law. Upon the filing of UCC financing statements in proper form, and delivery to the Agent of all possessory collateral required to be delivered by under the Security Agreement and/or applicable Collateral Document are delivered to the obtaining of “control” (as defined Collateral Agent, and in the UCC) by the Agent (or, so long as the ABL Intercreditor Agreement is in effect and the ABL Agent is acting as agent for the Agent pursuant thereto for purposes of obtaining possession of or establishing control over certain Collateral, to or by the ABL Agent), the Agent will have a perfected Lien on, and security interest in, to and under all right, title and interest case of the grantors thereunder other Collateral described in all the Collateral Agreement (other than those DDAs for which the Agents have not required a Blocked Account Agreement) that may be perfected under the UCC (in effect on the date this representation is made) by filingIntellectual Property), recording or registering a financing statement or by obtaining control or possession, in each case prior and superior in right to any other Person to the extent required by the Financing Agreements, subject to Permitted Liens having priority under applicable Law. (b) When the Security Agreement (or a short form thereof) in proper form is filed in the United States Patent and Trademark Office and the United States Copyright Office and when financing statements, releases statements and other filings specified in appropriate form the Perfection Certificate are filed in the offices specified on Schedule II in the Perfection Certificate, the Collateral Agent (for the benefit of the Security Agreement, the Agent Secured Parties) shall have a fully perfected Lien on, and security interest in, all right, title and interest of the applicable Loan Parties in such Collateral and, subject to Section 9-315 of the Intellectual Property New York Uniform Commercial Code, the proceeds thereof, as security for the Obligations to the extent perfection can be obtained by filing Uniform Commercial Code financing statements, in each case prior and superior in right to the Lien of any other person (except Permitted Liens). (b) When the Collateral (as defined in the Security Agreement) in which a security interest may be perfected by filing, recording Agreement or registering a security agreement, financing statement or analogous an ancillary document thereunder is properly filed and recorded in the United States Patent and Trademark Office or the United States Copyright Office, as applicable, and, with respect to Collateral in which a security interest cannot be perfected by such filings, upon the proper filing of the financing statements referred to in clause (a) above, the Collateral Agent (for the benefit of the Secured Parties) shall have a fully perfected (subject to exceptions arising from defects in the chain of title, which defects in the aggregate do not constitute a Material Adverse Effect hereunder) Lien on, and security interest in, all right, title and interest of the Loan Parties thereunder in the United States Intellectual Property included in the Collateral (but, in the case of the United States registered copyrights included in the Collateral, only to the extent such United States registered copyrights are listed in such ancillary document filed with the United States Copyright Office) listed in such ancillary document, in each case prior and superior in right to the Lien of any other Person to the extent required by the Financing Agreementsperson, subject to except for Permitted Liens having priority under applicable Law (it being understood that subsequent recordings in the United States Patent and Trademark Office and the United States Copyright Office may be necessary to perfect a Lien on registered trademarkstrademarks and patents, trademark and patent applications and registered copyrights acquired by the Loan Parties Borrower or the Subsidiary Guarantors after the Escrow Release Closing Date). (c) The Mortgages when granted shall create [Reserved]. (d) Notwithstanding anything herein (including this Section 3.17) or in favor any other Loan Document to the contrary, no Loan Party makes any representation or warranty as to the effects of perfection or non-perfection, the Agent, for the benefit of the Secured Parties referred to therein, a legal, valid, continuing and enforceable first priority Lien in the Mortgaged Property (as defined in the Mortgages), or the enforceability of which is subject any pledge of or security interest in any Equity Interests of any Foreign Subsidiary, or as to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ the 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 remedies of the Mortgages in proper form Agents or any Lender with the appropriate Governmental Authorities and the payment of any mortgage recording taxes of feesrespect thereto, the Agent will have a perfected first priority Lien on, and security interest in, to and under all right, title and interest of the grantors thereunder in all Mortgaged Property that may be perfected by such filing or recording (including without limitation the proceeds of such Mortgaged Property), in each case prior and superior in right to any other Person to the extent required by the Financing Agreements, subject to Permitted Liens having priority under applicable Lawforeign law.

Collateral Documents. (a) The Security Agreement creates is effective to create in favor of the Agent, Collateral Agent for the benefit of the Secured Parties referred to therein, Creditors a legal, valid, valid and enforceable security interest in the Collateral (as defined in the Security Agreementtherein), 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 when UCC financing statements in proper form, and delivery appropriate form are filed in the offices specified on Schedule 3 to the Agent of all possessory collateral required to be delivered by Security Agreement, each Lien created under the Security Agreement and/or shall constitute a fully perfected Lien (to the obtaining of “control” (as defined in the UCC) extent that such Lien may be perfected by the Agent (or, so long as the ABL Intercreditor Agreement is in effect and the ABL Agent is acting as agent for the Agent pursuant thereto for purposes filing of obtaining possession of or establishing control over certain Collateral, to or by the ABL Agent), the Agent will have a perfected Lien UCC financing statement) on, and security interest in, to and under all right, title and interest of the grantors thereunder in all Collateral (other than those DDAs for which the Agents have not required a Blocked Account Agreement) that may be perfected under the UCC (in effect on the date this representation is made) by filing, recording or registering a financing statement or by obtaining control or possessionsuch Collateral, in each case prior and superior in right to any other Person Person, other than with respect to Liens expressly permitted by Section 7.03 which are prior as a matter of law. When the certificates evidencing all Equity Interests pledged pursuant to the extent required Security Agreement are delivered to the Collateral Agent pursuant to Section 4.01(xii) or the Security Agreement, together with appropriate stock powers or other similar instruments of transfer duly executed in blank, the Liens in such Equity Interests shall be fully perfected first priority security interests, perfected by “control” as defined in the Financing Agreements, subject to Permitted Liens having priority under applicable LawUCC. (b) When the filings in subsection (a) of this Section are made and when, if applicable, the Patent Security Agreement (or a short form thereof) in proper form is Agreements and the Trademark Security Agreements are filed in the United States Patent and Trademark Office and the United States Copyright Office and when financing statements, releases and other filings in appropriate form Security Agreements are filed in the offices specified on Schedule II of United States Copyright Office, each Lien created under the Security Agreement, the Agent Agreement shall have constitute a fully perfected Lien on, and security interest in, all right, title and interest of the applicable Loan Credit Parties in the Intellectual Property Collateral (as defined in the Security Agreement) Patents, Trademarks and Copyrights, if any, 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 to the extent required by the Financing Agreements, subject to Permitted Liens having priority under applicable Law (it being understood that subsequent recordings in the United States Patent and Trademark Office and the United States Copyright Office may be necessary to perfect a Lien on registered trademarks, trademark applications and copyrights acquired by the Loan Parties after the Escrow Release Date)Person. (c) The Mortgages Each Mortgage, when granted shall duly executed and delivered by the relevant Credit Party, will be effective to create in favor of the Agent, Collateral Agent for the ratable benefit of the Secured Parties referred to therein, Creditors a legal, valid, continuing valid and enforceable first priority Lien on all of such Credit Party’s right, title and interest in and to the Real Property of such Credit Party covered thereby and the proceeds thereof, and when such Mortgage is filed in the Mortgaged Property (as defined in real estate records where the Mortgages), the enforceability of which is respective property subject to applicable bankruptcya Mortgage is located, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in such Mortgage shall constitute a proceeding in equity or at law. Upon the filing or recording of the Mortgages in proper form with the appropriate Governmental Authorities and the payment of any mortgage recording taxes of fees, the Agent will have a fully perfected first priority Lien on, and security interest in, to and under all right, title and interest of the grantors thereunder such Credit Party in all Mortgaged such Real Property that may be perfected by such filing or recording (including without limitation and the proceeds of such Mortgaged Property)thereof, in each case prior and superior in right to any other Person Person, other than with respect to Liens expressly permitted by Section 7.03 which are prior as a matter of law. (d) Except to the extent that flood insurance is maintained as required pursuant to Section 6.03, no Mortgage encumbers improved real property that is located in an area that has been identified by the Financing Agreements, subject to Permitted Liens Secretary of Housing and Urban Development as an area having priority special flood hazards and in which flood insurance has been made available under applicable Lawthe National Flood Insurance Act of 1968.

Collateral Documents. The provisions of the Collateral Documents are effective (asubject to, in case of an account pledge agreement governed by Luxembourg law, the actions required to be taken pursuant to terms of such agreement being taken) The Security Agreement creates to create in favor of the Agent, Administrative Agent for the benefit of the Secured Parties referred to therein, a legal, valid, valid 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. Upon the filing of UCC financing statements in proper form, and delivery to the Agent of all possessory collateral required to be delivered by the Security Agreement and/or the obtaining of “control” (as defined in the UCC) by the Agent (or, so long as the ABL Intercreditor Agreement is in effect and the ABL Agent is acting as agent for the Agent pursuant thereto for purposes of obtaining possession of or establishing control over certain Collateral, to or by the ABL Agent), the Agent will have a perfected Lien on, and security interest in, to and under on all right, title and interest of the grantors thereunder respective Loan Parties in all the Collateral described therein. In the case of the “Pledged Collateral” (other than those DDAs for which as described in the Agents have not U.S. Security and Pledge Agreement), when certificates or promissory notes, as applicable, representing such Pledged Collateral and required a Blocked Account Agreement) that may to be perfected delivered under the UCC (in effect on the date this representation is made) by filing, recording or registering a financing statement or by obtaining control or possession, in each case prior U.S. Security and superior in right to any other Person Pledge Agreement are delivered to the extent required by the Financing AgreementsAdministrative Agent, subject to Permitted Liens having priority under applicable Law. (b) When the Security Agreement (or a short form thereof) in proper form is filed and in the United States Patent case of the other Collateral described in the U.S. Security and Trademark Office and the United States Copyright Office and Pledge Agreement, when financing statements, releases and other filings in appropriate form statements are filed in the offices specified on Schedule II applicable filing offices, the Administrative Agent (for the benefit of the Security Agreement, the Agent Secured Parties) shall have a fully perfected Lien on, and security interest in, all right, title and interest of the applicable Loan Parties in such Collateral to the Intellectual Property Collateral (as defined in the Security Agreement) in which extent a security interest may in such Collateral can be perfected by filingfiling Uniform Commercial Code financing statements, recording possession, 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 applicablecontrol, in each case prior and superior in right to the Lien of any other Person to the extent required by the Financing Agreements, (subject to Permitted Liens having priority under applicable Law Liens). When the perfection actions required to be taken pursuant to terms of each other Collateral Document are taken, the Administrative Agent (it being understood that subsequent recordings in the United States Patent and Trademark Office and the United States Copyright Office may be necessary to perfect a Lien on registered trademarks, trademark applications and copyrights acquired by the Loan Parties after the Escrow Release Date). (c) The Mortgages when granted shall create in favor of the Agent, for the benefit of the Secured Parties referred to therein(or where required under local law, a legal, valid, continuing and enforceable first priority Lien in the Mortgaged Property (as defined in the Mortgages), the enforceability of which is subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law. Upon the filing or recording favor of the Mortgages in proper form with the appropriate Governmental Authorities and the payment of any mortgage recording taxes of fees, the Agent will Secured Parties)) shall have a fully perfected first priority Lien on, and security interest in, to and under all right, title and interest of the grantors thereunder Loan Parties in all Mortgaged Property that may be perfected by such filing or recording (including without limitation the proceeds of such Mortgaged Property)Collateral, in each case prior and superior in right to the Lien of any other Person to the extent required by the Financing Agreements, (subject to Permitted Liens having priority under applicable LawLiens).

Collateral Documents. (a) The Upon execution and delivery thereof by the parties thereto and the making of Loans hereunder, the Security Agreement creates will be effective to create in favor of the Administrative Agent, for the ratable benefit of the Secured Parties referred to thereinLenders, a legal, valid, valid and enforceable Lien on and 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. Upon the filing of UCC financing statements in proper form, and delivery to the Agent of all possessory collateral required to be delivered by the Security Agreement and/or the obtaining of “control” (as defined in the UCC) by the Agent (or, so long as the ABL Intercreditor Agreement is in effect and the ABL Agent is acting as agent for the Agent pursuant thereto for purposes of obtaining possession of or establishing control over certain Collateral, to or by the ABL Agent), the Agent will have a perfected Lien on, and security interest in, to and under all rightrights, title and interest of the grantors thereunder Credit Parties in all Collateral (other than those DDAs for which the Agents have not required a Blocked Account Agreement) that may be perfected under pledged securities described therein and, when certificates representing or constituting the UCC (pledged securities described in effect on the date this representation is made) by filing, recording or registering a financing statement or by obtaining control or possession, in each case prior and superior in right to any other Person to the extent required by the Financing Agreements, subject to Permitted Liens having priority under applicable Law. (b) When the Security Agreement (or are delivered to the Administrative Agent, such security interest shall constitute a short form thereof) in proper form is filed in the United States Patent and Trademark Office and the United States Copyright Office and when financing statements, releases and other filings in appropriate form are filed in the offices specified on Schedule II of the Security Agreement, the Agent shall have a fully perfected first Lien on, and security interest in, all right, title and interest of the applicable Loan pledgor party thereto in the pledged securities described therein (to the extent such matter is governed by the law of the United States or a jurisdiction therein). No filings or recordings are required in order to perfect the security interest created in the pledged securities described in the Security Agreement and the proceeds thereof other than filings on Form UCC-1 (which filings have been made) and no consent of any Person including any other general or limited partner, any other member of a limited liability company, any other shareholder or any other trust beneficiary is necessary or desirable in connection with the creation, perfection or first priority status of the security interest of the Administrative Agent in any pledged securities or the exercise by the Administrative Agent of the voting or other rights provided for in the Security Agreement or the exercise of remedies in respect thereof. (b) Upon execution and delivery thereof by the parties thereto and the making of Loans hereunder, the Security Agreement will be effective to create in favor of the Administrative Agent, for the ratable benefit of the Lenders, a legal, valid and enforceable Lien on and security interest in all right, title and interest of the Credit Parties in the Intellectual Property Collateral collateral described therein (as defined to the extent such matter is governed by the law of the United States or a jurisdiction therein), and UCC financing statements have been filed in each of the jurisdictions listed on Schedule 5.15(b), or arrangements have been made for such filing in such jurisdictions, and upon such filing or such other filings referenced in subsection 5.15(d), and upon the taking of possession or control by the Administrative Agent of any such collateral the security interests in which may be perfected only by possession or control (to the extent possession or control by the Administrative Agent is required by the Security Agreement) ), such security interests will, subject to the existence of Permitted Liens, constitute perfected first priority Liens on, and security interests in, all right, title and interest of the debtor party thereto in which the collateral described therein, except to the extent that a security interest may cannot be perfected therein by filing, recording or registering the filing of a security agreement, financing statement or analogous document the taking of possession under the UCC of the relevant jurisdiction (or, if a security interest can be perfected only by possession or control, to the extent possession or control by the Administrative Agent is not required pursuant to the Security Agreement). Each Credit Party has good and marketable title (or, in the case of licensed Intellectual Property, a valid license) to all Collateral pledged by it under the Security Agreement, free and clear of all Liens except those described above in this clause (b) and except for Permitted Liens. (c) Upon execution and delivery thereof by the relevant Credit Party, any Mortgage will be effective to create in favor of the Administrative Agent, for the ratable benefit of the Lenders, a legal, valid and enforceable security interest in and Lien on the rights, title and interest of the applicable Credit Party thereto in the collateral described therein, and upon proper recording any Mortgage in the jurisdiction in which the property covered by such Mortgage is located, such security interests and Lien will, subject to the existence of Permitted Encumbrances, constitute first priority liens on, and perfected security interests in, all rights, title and interest of the debtor party thereto in the collateral described therein. (d) The recordation of the Security Agreement (or a short form thereof) in United States patents and trademarks in the United States Patent and Trademark Office or together with filings on Form UCC-1 made pursuant to the Security Agreement are effective, under applicable law, to perfect the security interest, as collateral security for the payment and performance of the Loans and the other Obligations, granted to the Administrative Agent for the benefit of the Lenders in the registered trademarks and patents covered by such Security Agreement in United States Copyright Office, as applicable, patents and trademarks and the recordation of the Security Agreement in each case prior and superior in right to any other Person to the extent required by the Financing Agreements, subject to Permitted Liens having priority under applicable Law (it being understood that subsequent recordings in the United States Patent and Trademark Office and copyrights with the United States Copyright Office may be necessary together with filings on Form UCC-1 made pursuant to the Security Agreement are effective under federal law to perfect a Lien on registered trademarksthe security interest, trademark applications as collateral security for the payment and copyrights acquired by the Loan Parties after the Escrow Release Date). (c) The Mortgages when granted shall create in favor performance of the AgentLoans and the other Obligations, granted to the Administrative Agent for the benefit of the Secured Parties referred to therein, a legal, valid, continuing and enforceable first priority Lien Lenders in the Mortgaged Property (as defined in the Mortgages), the enforceability of which is subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law. Upon the filing or recording of the Mortgages in proper form with the appropriate Governmental Authorities and the payment of any mortgage recording taxes of fees, the Agent will have a perfected first priority Lien on, and security interest in, to and under all right, title and interest of the grantors thereunder in all Mortgaged Property that may be perfected registered copyrights covered by such filing or recording (including without limitation the proceeds of such Mortgaged Property), Security Agreement in each case prior and superior in right to any other Person to the extent required by the Financing Agreements, subject to Permitted Liens having priority under applicable LawUnited States copyrights.

Collateral Documents. (a) Subject to laws affecting creditors’ rights generally, each Lien under each Collateral Document (other than the Pledge and Security Agreement) creates the Lien which it is expressed to create with the ranking and priority it is expressed to have over the property which it is expressed to apply, subject to the Permitted Liens. (b) The Pledge and Security Agreement creates is effective to create in favor of the Agent, Collateral Agent (for the benefit of the Secured Parties referred to therein, Parties) a legal, valid, valid and enforceable security interest in the Collateral described therein and proceeds thereof. In the case of (i) the pledged collateral described in the Pledge and Security Agreement, when certificates or promissory notes, as applicable, representing such pledged collateral are delivered to the Collateral Agent or the Collateral Representative (as defined in the Security ABL/Term Loan Intercreditor Agreement), (ii) the enforceability of Deposit Accounts a security interest in 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 required by the filing of UCC financing statements in proper form, and delivery to the Agent of all possessory collateral required Collateral Documents to be delivered perfected by the Security Agreement and/or the obtaining of “control” (as defined described in the UCCUniform Commercial Code as in effect in each applicable jurisdiction from time to time), upon the effectiveness of Blocked Account Agreements covering such Deposit Accounts and (iii) by in the case of the other Collateral described therein (other than Intellectual Property), when financing statements and other filings specified therein are filed in the offices specified in the schedules to the Pledge and Security Agreement, the Collateral Agent (or, so long as the ABL Intercreditor Agreement is in effect and the ABL Agent is acting as agent for the Agent pursuant thereto for purposes benefit of obtaining possession of or establishing control over certain Collateral, to or by the ABL Agent), the Agent will Secured Parties) shall have a perfected Lien on, and security interest in, to and under all right, title and interest of the grantors thereunder Credit Parties in all such Collateral (other than those DDAs for Intellectual Property, which is addressed in Section 4.17(c)) and, subject to Section 9-315 of the Agents have not required a Blocked Account Agreement) that may be perfected under the New York UCC (or any similar or equivalent legislation as in effect on from time to time in the date this representation is made) applicable jurisdiction), the proceeds thereof, as security for the Obligations to the extent perfection can be obtained by filingfiling UCC financing statements (or similar documents, recording or registering a financing statement or by obtaining control or possessionif any), in each case prior and superior in right to the Lien of any other Person Person, except for Permitted Liens, to the extent required by any such Permitted Lien would have priority over the Financing Agreements, subject Liens in favor of the Collateral Agent pursuant to Permitted Liens having priority under applicable Lawlaw or any contract. (bc) When In the case of Collateral (described in the Pledge and Security Agreement) that consists of Intellectual Property, when the Pledge and Security Agreement (or a short short-form thereof) in proper form version thereof is properly filed in the United States Patent and Trademark Office and the United States Copyright Office Office, and, with respect to Collateral in which a security interest cannot be perfected by such filings, upon the proper filing of the financing statements referred to in paragraph (b) of this Section 4.17, the Collateral Agent (for the benefit of the Secured Parties) shall have, solely if and when financing statements, releases to the extent that a Lien on and other security interest in such Intellectual Property can be perfected by such filings in appropriate form are filed in the offices specified on Schedule II of the Security Agreementsuch offices, the Agent shall have a fully perfected Lien on, and security interest in, all right, title and interest of the applicable Loan Credit Parties thereunder in the all such Intellectual Property Collateral (as defined in the 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 applicableStates, in each case prior and superior in right to the Lien of any other Person (except for Permitted Liens, to the extent required by any such Permitted Lien would have priority over the Financing Agreements, subject Liens in favor of the Collateral Agent pursuant to Permitted Liens having priority under applicable Law law or any contract) (it being understood that subsequent recordings in the United States Patent and Trademark Office and the United States Copyright Office may be necessary to perfect a Lien on registered trademarkstrademarks and patents, trademark and patent applications and registered copyrights and copyright applications applied for, acquired by or issued to the Loan Parties after the Escrow Release Date). (c) The Mortgages when granted shall create in favor of the Agent, for the benefit of the Secured Parties referred to therein, a legal, valid, continuing and enforceable first priority Lien in the Mortgaged Property Grantors (as defined in the MortgagesPledge and Security Agreement) after the Closing Date). Notwithstanding anything in this Agreement (including this Section 4.17) or in any other Credit Document to the contrary, no Credit Party makes any representation or warranty as to the enforceability effects of which is subject perfection or non-perfection or as to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ the 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 remedies of the Mortgages in proper form Agents or any Lender with the appropriate Governmental Authorities and the payment of any mortgage recording taxes of feesrespect thereto, the Agent will have a perfected first priority Lien on, and security interest in, to and under all right, title and interest of the grantors thereunder in all Mortgaged Property that may be perfected by such filing or recording (including without limitation the proceeds of such Mortgaged Property), in each case prior and superior in right to any other Person to the extent required by the Financing Agreements, subject to Permitted Liens having priority under applicable Lawforeign law.

Collateral Documents. (a) The Security Each of the Collateral Agreement creates and the Holdings Pledge Agreement is effective to create in favor of the Agent, Collateral Agent (for the benefit of the Secured Parties referred to thereinParties), in each case, a legal, valid, valid and enforceable security interest in the Collateral (as defined described therein and proceeds thereof. As of the Closing Date, in the Security case of the Pledged Collateral described in the Collateral Agreement and the Holdings Pledge Agreement), the enforceability of which is subject to applicable bankruptcywhen certificates or promissory notes, insolvencyas applicable, reorganization, moratorium or other laws affecting creditors’ rights generally representing such Pledged Collateral and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law. Upon the filing of UCC financing statements in proper form, and delivery to the Agent of all possessory collateral required to be delivered by under the Security Agreement and/or applicable Collateral Document are delivered to the obtaining of “control” (as defined Collateral Agent, and in the UCC) by the Agent (or, so long as the ABL Intercreditor Agreement is in effect and the ABL Agent is acting as agent for the Agent pursuant thereto for purposes of obtaining possession of or establishing control over certain Collateral, to or by the ABL Agent), the Agent will have a perfected Lien on, and security interest in, to and under all right, title and interest case of the grantors thereunder other Collateral described in all the Collateral Agreement (other than those DDAs for which the Agents have not required a Blocked Account Agreement) that may be perfected under the UCC (in effect on the date this representation is made) by filingReal Property and Intellectual Property), recording or registering a financing statement or by obtaining control or possession, in each case prior and superior in right to any other Person to the extent required by the Financing Agreements, subject to Permitted Liens having priority under applicable Law. (b) When the Security Agreement (or a short form thereof) in proper form is filed in the United States Patent and Trademark Office and the United States Copyright Office and when financing statements, releases statements and other filings specified in appropriate form the Perfection Certificate are filed in the offices specified on Schedule II in the Perfection Certificate, the Collateral Agent (for the benefit of the Security Agreement, the Agent Secured Parties) shall have a fully perfected Lien on, and security interest in, all right, title and interest of the applicable Loan Parties in such Collateral and, subject to Section 9-315 of the Intellectual Property New York Uniform Commercial Code, the proceeds thereof, as security for the Obligations to the extent perfection can be obtained by filing Uniform Commercial Code financing statements, in each case prior and superior in right to the Lien of any other person (except Permitted Liens). (a) When the Collateral (as defined in the Security Agreement) in which a security interest may be perfected by filing, recording Agreement or registering a security agreement, financing statement or analogous an ancillary document thereunder is properly filed and recorded in the United States Patent and Trademark Office or the United States Copyright Office, as applicable, and, with respect to Collateral in which a security interest cannot be perfected by such filings, upon the proper filing of the financing statements referred to in clause (a) above, the Collateral Agent (for the benefit of the Secured Parties) shall have a fully perfected (subject to exceptions arising from defects in the chain of title, which defects in the aggregate do not constitute a Material Adverse Effect hereunder) Lien on, and security interest in, all right, title and interest of the Loan Parties thereunder in the United States Intellectual Property included in the Collateral (but, in the case of the United States registered copyrights included in the Collateral, only to the extent such United States registered copyrights are listed in such ancillary document filed with the United States Copyright Office) listed in such ancillary document, in each case prior and superior in right to the Lien of any other Person to the extent required by the Financing Agreementsperson, subject to except for Permitted Liens having priority under applicable Law (it being understood that subsequent recordings in the United States Patent and Trademark Office and the United States Copyright Office may be necessary to perfect a Lien on registered trademarkstrademarks and patents, trademark and patent applications and registered copyrights acquired by the Loan Parties Borrower or the Subsidiary Guarantors after the Escrow Release Closing Date). (cb) The Mortgages when granted executed and delivered prior to the Closing Date are, and any Mortgages executed and delivered after the Closing Date pursuant to the Collateral and Guarantee Requirement and Section 5.10 shall be, effective to create in favor of the Agent, Mortgage Collateral Agent and/or Collateral Agent (as applicable) (for the benefit of the Secured Parties referred to therein, a Parties) legal, valid, continuing valid and enforceable first priority Lien Liens on all of the Borrower’s and the Subsidiary Guarantors’ rights, titles and interests in and to the Mortgaged Property thereunder and the proceeds thereof, and, with respect to the Mortgages executed and delivered prior to the Closing Date, the Mortgage Collateral Agent (as defined for the benefit of the Secured Parties) has, and with respect to any Mortgages executed after the Closing Date, when such Mortgages are filed or recorded 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 proper real estate filing or recording offices, and all relevant mortgage taxes and recording charges are duly paid, the Mortgage Collateral Agent and/or Collateral Agent (as applicable) (for the benefit of the Mortgages in proper form Secured Parties) shall have, valid Liens with the appropriate Governmental Authorities and the payment of any mortgage recording taxes of fees, the Agent will have a perfected first priority Lien record notice to third parties on, and security interest interests in, to all rights, titles and under all right, title and interest interests of the grantors thereunder Borrower and the Subsidiary Guarantors in all such Mortgaged Property that may be perfected by such filing or recording (including without limitation and, to the extent applicable, subject to Section 9-315 of the Uniform Commercial Code, the proceeds of such Mortgaged Property)thereof, in each case prior and superior in right to the Lien of any other Person person, except for Permitted Liens; provided, that the representations contained in this Section 3.17(c) shall not apply with respect to the extent required by perfection of Mortgaged Property which does not constitute real property. (c) Notwithstanding anything herein (including this Section 3.17) or in any other Loan Document to the Financing Agreementscontrary, subject no Loan Party makes any representation or warranty as to Permitted Liens having the effects of perfection or non-perfection, the priority or the enforceability of any pledge of or security interest in any Equity Interests of any Foreign Subsidiary, or as to the rights and remedies of the Agents or any Lender with respect thereto, under applicable Lawforeign law.

Collateral Documents. (a) The Pledge Agreement and the Security Agreement creates are effective (except, in the case of the Security Agreement, during a Suspension Period) to create in favor of the Administrative Agent, for the benefit of the Secured Parties referred to thereinParties, a legal, valid, valid and enforceable security interest in the Collateral described therein. In the case of the certificated pledged stock constituting securities described in the Pledge Agreement, when stock certificates representing such pledged stock are delivered to the Administrative Agent (as defined together with a properly completed and signed stock power or endorsement), and in the case of the other Collateral described in the Pledge Agreement and 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. Upon the filing of UCC when financing statements in proper form, and delivery to the Agent of all possessory collateral required to be delivered by the Security Agreement and/or the obtaining of “control” (as defined in the UCC) by the Agent (or, so long as the ABL Intercreditor Agreement is in effect and the ABL Agent is acting as agent for the Agent pursuant thereto for purposes of obtaining possession of or establishing control over certain Collateral, to or by the ABL Agent), 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 (other than those DDAs for which the Agents have not required a Blocked Account Agreement) that may be perfected under the UCC (in effect specified on the date this representation is made) by filing, recording or registering a financing statement or by obtaining control or possession, in each case prior and superior in right to any other Person to the extent required by the Financing Agreements, subject to Permitted Liens having priority under applicable Law. (b) When the Security Agreement (or a short form thereof) in proper form is filed in the United States Patent and Trademark Office and the United States Copyright Office and when financing statements, releases and other filings Schedule 3.12 in appropriate form are filed in the offices specified on Schedule II of 3.12 and the other perfection steps expressly required by the Security Agreement, the Agent Pledge Agreement and the Security Agreement shall have constitute (as of the Closing Date) a fully perfected Lien on, and security interest in, all right, title and interest of the applicable Loan Parties party thereto in such Collateral to the extent perfection of such security interest can be perfected by control of securities, the filing of financing statement in the Intellectual Property Collateral (as defined in locations specified on such Schedule 3.12 or other perfection methods expressly required by the 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 applicablesecurity for the Obligations, in each case prior and superior in right to any other Person to the extent required (except Liens expressly permitted by the Financing Agreements, subject to Permitted Liens having priority under applicable Law (it being understood that subsequent recordings in the United States Patent and Trademark Office and the United States Copyright Office may be necessary to perfect a Lien on registered trademarks, trademark applications and copyrights acquired by the Loan Parties after the Escrow Release DateSection 6.02). (cb) The Mortgages when granted shall To the extent the Satisfactory HoldCo exists and the HoldCo Pledge Agreement has been executed and delivered by the Satisfactory HoldCo, the HoldCo Pledge Agreement will be effective to create in favor of the Administrative Agent, for the benefit of the Secured Parties referred to thereinParties, a legal, valid, continuing valid and enforceable first priority Lien security interest in the Mortgaged Property HoldCo Collateral described therein. In the case of the HoldCo Collateral constituting certificated securities, when stock certificates representing such HoldCo Collateral are delivered to the Administrative Agent (together with a properly completed and signed stock power or endorsement), and in the case of the other HoldCo Collateral described in the HoldCo Pledge Agreement, when financing statements in appropriate form are filed in the appropriate office where Satisfactory HoldCo is “located” (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 Section 9-307 of the Mortgages in proper form with Uniform Commercial Code) the appropriate Governmental Authorities and HoldCo Pledge Agreement (if applicable) shall constitute (as of the payment date of any mortgage recording taxes of fees, the Agent will have its effectiveness) a fully perfected first priority Lien on, and security interest in, to and under all right, title and interest of the grantors thereunder Satisfactory HoldCo in all Mortgaged Property that may such HoldCo Collateral to the extent perfection of such security interest can be perfected by such control of securities or the filing or recording (including without limitation of financing statements, as security for the proceeds of such Mortgaged Property)Obligations, in each case prior and superior in right to any other Person to the extent required (except Liens not prohibited by the Financing Agreements, subject to Permitted Liens having priority under applicable Lawthis Agreement or such HoldCo Pledge Agreement).

Collateral Documents. (a) The Security Agreement creates 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 referred to thereinParties, a legal, valid, valid and enforceable security interest in the Collateral in which the Security Agreement purports by its terms to grant a security interest, and the proceeds of such Collateral and (i) when the Pledged Equity Interests (other than uncertificated Equity Interests) and the Pledged Debt Securities (as each such term is defined in the Security Agreement)) are delivered to the Administrative Agent together with the proper endorsements, 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 UCC financing statements in proper form, and delivery to the Agent of all possessory collateral required to be delivered by the Lien created under Security Agreement and/or the obtaining of “control” (as defined in the UCC) by the Agent (or, so long as the ABL Intercreditor Agreement is in effect and the ABL Agent is acting as agent for the Agent pursuant thereto for purposes of obtaining possession of or establishing control over certain Collateral, to or by the ABL Agent), the Agent will have shall constitute a fully perfected first priority Lien on, and security interest in, to and under all right, title and interest of the grantors thereunder Loan Parties in all Collateral (such Pledged Equity Interests and Pledged Debt Securities to the extent that the laws of the United States or any state, commonwealth or other than those DDAs for which political subdivision thereof govern the Agents have not required a Blocked Account Agreement) that may be perfected under the UCC (in effect on the date this representation is made) by filing, recording or registering a financing statement or by obtaining control or possessioncreation and perfection of any such security interest, in each case prior and superior in right to any other Person to the extent required by the Financing Agreements, subject to Permitted Liens having priority under applicable Law. Lien or right of any other person and (bii) When the Security Agreement (or a short form thereof) in proper form is filed in the United States Patent and Trademark Office and the United States Copyright Office and when financing statements, releases and other filings statements in appropriate form are filed in the offices specified on Schedule II 5.16(a) and, with respect to Collateral consisting of Intellectual Property, when the applicable Intellectual Property Security Agreements are filed with the United States Patent and Trademark Office or the United States Copyright Office, as applicable, and in each case, all applicable filing fees have been paid, the Lien created under the Security Agreement, the Agent shall have Agreement will constitute a fully perfected Lien on, and security interest in, all right, title and interest of the applicable Loan Parties in the Intellectual Property Collateral (as defined in to the Security Agreement) in which a extent such security interest may be perfected by filing, recording or registering the filing of a security agreement, UCC financing statement or analogous document in and, with respect to Intellectual Property, the filing of such Intellectual Property Security Agreements with 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 to Lien or right of any other person, other than Liens expressly permitted by Section 7.2 which by operation of law or contract have priority over the extent required by Liens securing the Financing Agreements, subject to Permitted Liens having priority under applicable Law (it being understood that subsequent recordings in the United States Patent and Trademark Office and the United States Copyright Office may be necessary to perfect a Lien on registered trademarks, trademark applications and copyrights acquired by the Loan Parties after the Escrow Release Date)Secured Obligations. (cb) The Mortgages when granted shall Mortgages, upon the execution and delivery thereof by the parties thereto, will create in favor of the Administrative Agent, subject to the exceptions listed in each insurance policy covering such Mortgage, for the ratable benefit of the Secured Parties referred to thereinParties, a legal, valid, continuing valid and enforceable first priority Lien on all of the Loan Parties’ right, title and interest in and to the Mortgaged Property (as defined in thereunder and the Mortgages)proceeds thereof, and when Mortgages to be delivered pursuant to Section 6.12 and Section 6.15, and all applicable fees have been paid, 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 Mortgages will constitute a proceeding in equity or at law. Upon the filing or recording of the Mortgages in proper form with the appropriate Governmental Authorities and the payment of any mortgage recording taxes of fees, the Agent will have a fully perfected first priority Lien on, and security interest in, to and under all right, title and interest of the grantors thereunder Loan Parties in all such Mortgaged Property that may be perfected by such filing or recording (including without limitation and the proceeds of such Mortgaged Property)thereof, in each case prior and superior in right to any other Person person, other than with respect to the extent required rights of persons pursuant to Liens expressly permitted by Section 7.2 which by operation of law or contract would have priority over the Financing Agreements, subject to Permitted Liens having priority under applicable Lawsecuring the Secured Obligations.

Collateral Documents. (a) The Security Agreement creates and the HK Collateral Agreement, upon execution and delivery thereof by the parties thereto, and in respect of the HK Collateral Agreement, upon effecting the registrations with the Hong Kong Companies Registry, will create in favor of the Administrative Agent, for the ratable benefit of the Secured Parties referred Parties, to thereinthe extent contemplated by the Collateral and Guarantee Requirement, a legal, valid, valid and enforceable security interest in the Collateral (as defined in the Security Agreement)) and the proceeds thereof, the enforceability of which is subject to applicable (a) the effects of bankruptcy, insolvency, moratorium, reorganization, moratorium administration, examinership, fraudulent conveyance or other similar laws affecting creditors’ rights generally and subject to (b) general principles of equity, equity (regardless of whether such enforceability is considered in a proceeding in equity or at law. Upon the filing of UCC financing statements in proper form), and delivery and, to the Agent of all possessory collateral extent contemplated by the Collateral and Guarantee Requirement, (i) when the Pledged Equity Interests (other than uncertificated Equity Interests) and the Pledged Debt Securities (as each such term is defined in the Security Agreement) required to be delivered by under the Security Agreement and/or are, in fact, delivered to the obtaining of “control” (as defined in Administrative Agent together with the UCC) by the Agent (or, so long as the ABL Intercreditor Agreement is in effect and the ABL Agent is acting as agent for the Agent pursuant thereto for purposes of obtaining possession of or establishing control over certain Collateral, to or by the ABL Agent)proper endorsements, the Agent will have Lien created under the Security Agreement shall constitute a fully perfected first priority (subject to (x) Permitted Encumbrances arising under, and having priority by operation of, applicable law, and (y) Liens permitted pursuant to Section 7.2(e)) Lien on, and security interest in, to and under all right, title and interest of the grantors thereunder Loan Parties in all Collateral (such Pledged Equity Interests and Pledged Debt Securities to the extent that the laws of the United States or any state, commonwealth or other than those DDAs for which political subdivision thereof govern the Agents have not required a Blocked Account Agreement) that may be perfected under the UCC (in effect on the date this representation is made) by filing, recording or registering a financing statement or by obtaining control or possessioncreation and perfection of any such security interest, in each case prior and superior in right to any other Lien or right of any other Person to the extent required by the Financing Agreements, (subject to (x) Permitted Liens Encumbrances arising under, and having priority under by operation of, applicable Law. law, and (by) When Liens permitted pursuant to Section 7.2(e)) and (ii) when financing statements in appropriate form are duly filed in the offices specified on Schedule 5.16 and, with respect to Collateral consisting of Intellectual Property, when the Security Agreement (or a short form thereofCopyright Security Agreements, Patent Security Agreements and/or Trademark Security Agreements, as applicable) in proper form is are filed in with the United States Patent and Trademark Office and or the United States Copyright Office Office, as applicable, and when financing statementsin each case, releases and other filings in appropriate form are filed in all applicable filing fees have been paid, the offices specified on Schedule II of Lien created under the Security Agreement, the Agent shall have Agreement will constitute a fully perfected Lien on, and security interest in, all right, title and interest of the applicable Loan Parties in the Intellectual Property Collateral (as defined in to the Security Agreement) in which a extent such security interest may be perfected by filing, recording or registering the filing of a security agreement, UCC financing statement or analogous document in and, with respect to Intellectual Property, the filing of such Copyright Security Agreements, Patent Security Agreements and/or Trademark Security Agreements with 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 to the extent required by the Financing Agreements, subject to Permitted Liens having priority under applicable Law (it being understood that subsequent recordings in the United States Patent and Trademark Office and the United States Copyright Office may be necessary to perfect a Lien on registered trademarks, trademark applications and copyrights material Intellectual Property acquired by the Loan Parties after the Escrow Release Agreement Date). (c) The Mortgages when granted shall create in favor of the Agent, for the benefit of the Secured Parties referred to therein, a legal, valid, continuing and enforceable first priority Lien in the Mortgaged Property (as defined in the Mortgages), the enforceability of which is subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law. Upon the filing or recording of the Mortgages in proper form with the appropriate Governmental Authorities and the payment of any mortgage recording taxes of fees, the Agent will have a perfected first priority Lien on, and security interest in, to and under all right, title and interest of the grantors thereunder in all Mortgaged Property that may be perfected by such filing or recording (including without limitation the proceeds of such Mortgaged Property), in each case prior subject to (y) Section 9-315 of the UCC in the case of proceeds of Collateral and superior (z) any Liens expressly permitted by Section 7.2. Notwithstanding anything herein (including this Section) or in right to any other Person Loan Document to the extent required by contrary, no Borrower or any other Loan Party makes any representation or warranty as to the Financing Agreementseffects of perfection or non-perfection, subject the priority or the enforceability of any pledge of or security interest in any Equity Interests of any Foreign Subsidiary (other than the Hong Kong Guarantor), or as to Permitted Liens having priority the rights and remedies of the Administrative Agent or the Secured Parties with respect thereto, under applicable Lawforeign law.

Collateral Documents. The Collateral Documents, executed by the Company and each Subsidiary party to such Collateral Document, in appropriate form for recording, where necessary, together with: (ai) The Security Agreement creates in favor acknowledgment copies of all UCC-l financing statements filed, registered or recorded to perfect the security interests of the Agent, Collateral Agent for the benefit of the Secured Parties referred to thereinBanks, a legal, valid, 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. Upon the filing of UCC financing statements in proper form, and delivery evidence satisfactory to the Agent of that there has been or will be filed, registered or recorded all possessory collateral required financing statements and other filings, registrations and recordings necessary and advisable to be delivered by perfect the Security Agreement and/or the obtaining of “control” (as defined in the UCC) by the Agent (or, so long as the ABL Intercreditor Agreement is in effect and the ABL Agent is acting as agent for the Agent pursuant thereto for purposes of obtaining possession of or establishing control over certain Collateral, to or by the ABL Agent), the Agent will have a perfected Lien on, and security interest in, to and under all right, title and interest Liens of the grantors thereunder in all Collateral (other than those DDAs for which the Agents have not required a Blocked Account Agreement) that may be perfected under the UCC (in effect on the date this representation is made) by filing, recording or registering a financing statement or by obtaining control or possession, in each case prior and superior in right to any other Person to the extent required by the Financing Agreements, subject to Permitted Liens having priority under applicable Law. (b) When the Security Agreement (or a short form thereof) in proper form is filed in the United States Patent and Trademark Office and the United States Copyright Office and when financing statements, releases and other filings in appropriate form are filed in the offices specified on Schedule II of the Security Agreement, the Agent shall have a fully perfected Lien on, and security interest in, all right, title and interest of the applicable Loan Parties in the Intellectual Property Collateral (as defined in the 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 to the extent required by the Financing Agreements, subject to Permitted Liens having priority under applicable Law (it being understood that subsequent recordings in the United States Patent and Trademark Office and the United States Copyright Office may be necessary to perfect a Lien on registered trademarks, trademark applications and copyrights acquired by the Loan Parties after the Escrow Release Date). (c) The Mortgages when granted shall create in favor of the Agent, for the benefit of the Secured Parties referred Banks in accordance with applicable law; (ii) written advice relating to thereinsuch Lien and judgment searches as the Collateral Agent shall have requested of the Company, and such termination statements or other documents as may be necessary to confirm that the Collateral is subject to no other Liens in favor of any Persons (other than Permitted Liens); (iii) all certificates and instruments representing the Pledged Collateral, stock transfer powers executed in blank as the Collateral Agent or the Banks may specify; (iv) evidence that all other actions necessary or, in the opinion of the Collateral Agent or the Banks, desirable to perfect and protect the first priority security interest created by the Collateral Documents have been taken; (v) funds sufficient to pay any filing or recording tax or fee in connection with any and all UCC-1 financing statements; (vi) evidence that the Collateral Agent has been named as loss payee under all policies of casualty insurance, and as additional insured under all policies of liability insurance; (vii) such consents, estoppels, subordination agreements and other documents and instruments executed by landlords, tenants and other Persons party to material contracts relating to any Collateral as to which the Agent shall be granted a legalLien for the benefit of the Banks, validas requested by the Agent or any Bank; and (viii) evidence that all other actions necessary or, continuing in the opinion of the Collateral Agent or the Banks, desirable to perfect and enforceable protect the first priority Lien in created by the Mortgaged Property (as defined in the Mortgages), the enforceability of which is subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law. Upon the filing or recording of the Mortgages in proper form with the appropriate Governmental Authorities and the payment of any mortgage recording taxes of fees, the Agent will have a perfected first priority Lien onCollateral Documents, and security interest in, to enhance the Collateral Agent's ability to preserve and under all right, title protect its interests in and interest of the grantors thereunder in all Mortgaged Property that may be perfected by such filing or recording (including without limitation the proceeds of such Mortgaged Property), in each case prior and superior in right to any other Person access to the extent required by the Financing AgreementsCollateral, subject to Permitted Liens having priority under applicable Law.have been taken;

Collateral Documents. (a) The Guaranty and Security Agreement creates is effective to create in favor of the Agent, Administrative Agent for the ratable benefit of the Secured Parties referred to therein, a legal, valid, valid and enforceable security interest in the Collateral (as defined in the Security Agreementtherein), 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 when UCC financing statements in proper form, and delivery appropriate form are filed in the offices specified on Schedule 3 to the Agent of all possessory collateral required Guaranty and Security Agreement, the Guaranty and Security Agreement shall constitute a fully perfected Lien (to the extent that such Lien may be delivered perfected by the Security Agreement and/or the obtaining filing of “control” (as defined in the UCCa UCC financing statement) by the Agent (or, so long as the ABL Intercreditor Agreement is in effect and the ABL Agent is acting as agent for the Agent pursuant thereto for purposes of obtaining possession of or establishing control over certain Collateral, to or by the ABL Agent), 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 (other than those DDAs for which the Agents have not required a Blocked Account Agreement) that may be perfected under the UCC (in effect on the date this representation is made) by filing, recording or registering a financing statement or by obtaining control or possessionsuch Collateral, in each case prior and superior in right to any other Person Person, other than with respect to Liens expressly permitted by Section 7.2. When the certificates evidencing all Capital Stock (to the extent required the same constitute certificated securities under the UCC) pledged pursuant to the Guaranty and Security Agreement are delivered to the Administrative Agent, together with appropriate stock powers or other similar instruments of transfer duly executed in blank, the Liens in such Capital Stock shall be fully perfected first priority security interests, perfected by “control” as defined in the Financing Agreements, subject to Permitted Liens having priority under applicable LawUCC. (b) When the filings in subsection (a) of this Section are made and when, if applicable, the Patent Security Agreement (or a short form thereof) in proper form is Agreements and the Trademark Security Agreements are filed in the United States Patent and Trademark Office and the United States Copyright Office and when financing statements, releases and other filings in appropriate form Security Agreements are filed in the offices specified on Schedule II of the Security AgreementUnited States Copyright Office, the Agent Guaranty and Security Agreement shall have constitute a fully perfected Lien on, and security interest in, all right, title and interest of the applicable Loan Parties in the Intellectual Property Collateral (as defined in the Security Agreement) Patents, Trademarks and Copyrights, if any, 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 to the extent required by the Financing Agreements, subject to Permitted Liens having priority under applicable Law (it being understood that subsequent recordings in the United States Patent and Trademark Office and the United States Copyright Office may be necessary to perfect a Lien on registered trademarks, trademark applications and copyrights acquired by the Loan Parties after the Escrow Release Date)Person. (c) The Mortgages Each Mortgage, when granted shall duly executed and delivered by the relevant Loan Party, will be effective to create in favor of the Agent, Administrative Agent for the ratable benefit of the Secured Parties referred to therein, a legal, valid, continuing valid and enforceable first priority Lien on all of such Loan Party’s right, title and interest in and to the Real Estate of such Loan Party covered thereby and the proceeds thereof, and when such Mortgage is filed in the real estate records where the respective Mortgaged Property (as defined in the Mortgages)is located, 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 such Mortgage shall constitute a proceeding in equity or at law. Upon the filing or recording of the Mortgages in proper form with the appropriate Governmental Authorities and the payment of any mortgage recording taxes of fees, the Agent will have a fully perfected first priority Lien on, and security interest in, to and under all right, title and interest of the grantors thereunder such Loan Party in all Mortgaged Property that may be perfected by such filing or recording (including without limitation Real Estate and the proceeds of such Mortgaged Property)thereof, in each case prior and superior in right to any other Person Person, other than with respect to the extent required Liens expressly permitted by Section 7.2. (d) No Mortgage encumbers improved real property that is located in an area that has been identified by the Financing AgreementsSecretary of Housing and Urban Development as an area having special flood hazards and in which flood insurance has been made available under the National Flood Insurance Act of 1968, subject other than real property for which evidence of flood insurance policies has been delivered pursuant to Permitted Liens having priority under applicable LawSections 5.8 and 5.13 of this Agreement and such policies are in full force and effect.

Collateral Documents. (a) The First Lien Guaranty and Security Agreement creates in favor of the Administrative Agent, for the benefit of the Secured Parties referred to thereinParties, a legal, valid, continuing and enforceable security interest interests in the Collateral (as defined in the First Lien 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 First Lien Guaranty and Security Agreement. Upon such filings, 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 UCC financing statements in proper form, and delivery to the Agent of all possessory collateral required to be delivered by the Security Agreement and/or the obtaining of “control” (as defined in the UCC) by the Agent (or, so long as the ABL Intercreditor Agreement is in effect and the ABL Agent is acting as agent for the Agent pursuant thereto for purposes of obtaining possession of or establishing control over certain Collateral, to or by the ABL Agent), 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 Loan Parties in, all Collateral (other than those DDAs for which the Agents have not required a Blocked Account Agreement) that may be perfected under the UCC (in effect on the date this representation is made) by filing, recording or registering a financing statement or by obtaining control or possessionanalogous document (including the proceeds of such Collateral subject to the limitations relating to such proceeds in the UCC), in each case prior and superior in right to any other Person to the extent required by the Financing AgreementsPerson, subject to except for Permitted Liens having priority under applicable LawPrior Liens. (bc) When the Pledged Interests (as defined in the First Lien Guaranty and Security Agreement) constituting Certificated Securities (as defined in the UCC) are delivered to the Administrative Agent (or its agent), 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, such Pledged Interests, prior and superior in right to any other Person, except for Permitted Prior Liens. (d) When the First Lien Guaranty and Security Agreement (or a short form thereofintellectual property security agreement) in proper form is filed in the United States Patent and Trademark Office and the United States Copyright Office and when financing statements, releases and other filings in appropriate form are filed in the offices specified on in Schedule II 9 of the First Lien Guaranty and Security Agreement, the Administrative Agent shall have a fully perfected Lien on, and security interest in, all right, title and interest of the applicable Loan Parties in the Intellectual Property Collateral (as defined in the First Lien 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 to the extent required by the Financing Agreements, subject to Permitted Liens having priority under applicable Law (it being understood that subsequent recordings in the United States Patent and Trademark Office and the United States Copyright Office may be necessary to perfect a Lien on registered trademarks, trademark applications and copyrights acquired by the Loan Parties after the Escrow Release Closing Date), except for Permitted Prior Liens. (ce) The Mortgages when granted When control agreements in form and substance reasonably satisfactory to the Administrative Agent are executed and delivered to the Administrative Agent, the Administrative Agent shall create in favor have (i) “control” (within the meaning of Section 9‑104 of the Agent, for the benefit of the Secured Parties referred to therein, a legal, valid, continuing and enforceable first priority Lien in the Mortgaged Property UCC) over all Deposit Accounts (as defined in the Mortgages), the enforceability of which is subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally First Lien Guaranty and subject to general principles of equity, regardless of whether considered in Security Agreement) and (ii) a proceeding in equity or at law. Upon the filing or recording of the Mortgages in proper form with the appropriate Governmental Authorities and the payment of any mortgage recording taxes of fees, the Agent will have a fully perfected first priority Lien on, and security interest in, to and under all right, title and interest of the grantors thereunder applicable Loan Parties in all Mortgaged Property that may be perfected by such filing or recording the Deposit Accounts (including without limitation as defined in the proceeds of such Mortgaged PropertyFirst Lien Guaranty and Security Agreement), in each case prior and superior in right to any other Person to the extent required by the Financing Agreements, subject to Permitted Liens having priority under applicable Law.

Collateral Documents. (a) The Second Lien Guaranty and Security Agreement creates in favor of the Administrative Agent, for the benefit of the Secured Parties referred to thereinParties, a legal, valid, continuing and enforceable security interest interests in the Collateral (as defined in the Second Lien 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 Second Lien Guaranty and Security Agreement. Upon such filings, 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 UCC financing statements in proper form, and delivery to the Agent of all possessory collateral required to be delivered by the Security Agreement and/or the obtaining of “control” (as defined in the UCC) by the Agent (or, so long as the ABL Intercreditor Agreement is in effect and the ABL Agent is acting as agent for the Agent pursuant thereto for purposes of obtaining possession of or establishing control over certain Collateral, to or by the ABL Agent), 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 Loan Parties in, all Collateral (other than those DDAs for which the Agents have not required a Blocked Account Agreement) that may be perfected under the UCC (in effect on the date this representation is made) by filing, recording or registering a financing statement or by obtaining control or possessionanalogous document (including the proceeds of such Collateral subject to the limitations relating to such proceeds in the UCC), in each case prior and superior in right to any other Person to the extent required by the Financing AgreementsPerson, subject to except for Permitted Liens having priority under applicable LawPrior Liens. (bc) When the Pledged Interests (as defined in the Second Lien Guaranty and Security Agreement) constituting Certificated Securities (as defined in the UCC) are delivered to the Administrative Agent (or its bailee or agent pursuant to the 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 Loan Parties in, such Pledged Interests, prior and superior in right to any other Person, except for Permitted Prior Liens. (d) When the Second Lien Guaranty and Security Agreement (or a short form thereofintellectual property security agreement) in proper form is filed in the United States Patent and Trademark Office and the United States Copyright Office and when financing statements, releases and other filings in appropriate form are filed in the offices specified on in Schedule II 9 of the Second Lien Guaranty and Security Agreement, the Administrative Agent shall have a fully perfected Lien on, and security interest in, all right, title and interest of the applicable Loan Parties in the Intellectual Property Collateral (as defined in the Second Lien 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 to the extent required by the Financing Agreements, subject to Permitted Liens having priority under applicable Law (it being understood that subsequent recordings in the United States Patent and Trademark Office and the United States Copyright Office may be necessary to perfect a Lien on registered trademarks, trademark applications and copyrights acquired by the Loan Parties after the Escrow Release Closing Date), except for Permitted Prior Liens. (ce) The Mortgages when granted When control agreements in form and substance reasonably satisfactory to the Administrative Agent are executed and delivered to the Administrative Agent, the Administrative Agent shall create in favor have (i) “control” (within the meaning of Section 9‑104 of the Agent, for the benefit of the Secured Parties referred to therein, a legal, valid, continuing and enforceable first priority Lien in the Mortgaged Property UCC) over all Deposit Accounts (as defined in the Mortgages), the enforceability of which is subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally Second Lien Guaranty and subject to general principles of equity, regardless of whether considered in Security Agreement) and (ii) a proceeding in equity or at law. Upon the filing or recording of the Mortgages in proper form with the appropriate Governmental Authorities and the payment of any mortgage recording taxes of fees, the Agent will have a fully perfected first priority Lien on, and security interest in, to and under all right, title and interest of the grantors thereunder applicable Loan Parties in all Mortgaged Property that may be perfected by such filing or recording the Deposit Accounts (including without limitation as defined in the proceeds of such Mortgaged PropertySecond Lien Guaranty and Security Agreement), in each case prior and superior in right to any other Person to the extent required by the Financing Agreements, subject to Permitted Liens having priority under applicable Law.

Collateral Documents. (a) The Security Agreement creates provisions of the Collateral Documents are effective to create in favor of the Agent, Administrative Agent for the benefit of the Secured Parties referred to therein, a legal, valid, valid 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. Upon the filing of UCC financing statements in proper form, and delivery to the Agent of all possessory collateral required to be delivered by the Security Agreement and/or the obtaining of “control” (as defined in the UCC) by the Agent (or, so long as the ABL Intercreditor Agreement is in effect and the ABL Agent is acting as agent for the Agent pursuant thereto for purposes of obtaining possession of or establishing control over certain Collateral, to or by the ABL Agent), the Agent will have a perfected Lien on, and security interest in, to and under on all right, title and interest of the grantors respective Loan Parties in the Collateral described therein, and (i) when the Collateral constituting certificated securities (as defined in the UCC) is delivered to the Collateral Agent, together with instruments of transfer duly endorsed in blank, the security interest created under the Security Agreement will constitute a fully perfected security interest in all right, title and interest of the pledgors thereunder in all Collateral (other than those DDAs for which the Agents have not required a Blocked Account Agreement) that may be perfected under the UCC (in effect on the date this representation is made) by filingsuch Collateral, recording or registering a financing statement or by obtaining control or possession, in each case prior and superior in right to any other Person Person, (ii) when Control Agreements (as defined in the Security Agreement) with respect to the extent required Collateral constituting deposit accounts and securities accounts maintained by the Financing AgreementsLoan Parties are executed and delivered by the parties thereto, subject to Permitted Liens having priority the security interest created under applicable Law. (b) When the Security Agreement (or a short form thereof) in proper form is filed in the United States Patent and Trademark Office and the United States Copyright Office and when financing statements, releases and other filings in appropriate form are filed in the offices specified on Schedule II of the Security Agreement, the Agent shall have will constitute a fully perfected Lien on, and security interest in, in all right, title and interest of the applicable Loan Parties in the Intellectual Property Collateral (as defined in the Security Agreement) in which a security interest may be perfected by filingsuch Collateral, 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 to the extent required by the Financing AgreementsPerson, subject to Permitted Liens having priority under applicable Law and (it being understood that subsequent recordings iii) when financing statements in appropriate form are filed in the United States Patent and Trademark Office and the United States Copyright Office may be necessary to perfect a Lien on registered trademarks, trademark applications and copyrights acquired by the Loan Parties after the Escrow Release Date). (c) The Mortgages when granted shall create in favor of the Agent, for the benefit of the Secured Parties referred to therein, a legal, valid, continuing and enforceable first priority Lien in the Mortgaged Property (as defined in the Mortgages)applicable filing offices, 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 in proper form with the appropriate Governmental Authorities and the payment of any mortgage recording taxes of fees, the Agent will have a perfected first priority Lien on, and security interest in, to and created under the Security Agreement will constitute a fully perfected security interest in all right, title and interest of the grantors thereunder Loan Parties in all Mortgaged the remaining Collateral to the extent perfection can be obtained by filing UCC or Personal Property that may be perfected by such filing or recording (including without limitation the proceeds of such Mortgaged Property)Security Act financing statements, in each case as applicable, prior and superior in right to the rights of any other Person Person, subject, in the case of clauses (i), (ii) and (iii) above, to Liens permitted by Section 7.01. Except for filings completed prior to the extent required Closing Date and the registration of Mortgages following the Closing Date and/or as contemplated hereby and by the Financing AgreementsCollateral Documents, subject no filing or other action will be necessary to Permitted Liens having priority under applicable Lawperfect such Liens. With respect to (i) any Luxembourg Law governed share pledge agreement, the registration in the shareholder’s register of the relevant Luxembourg Loan Party whose shares are pledged and (ii) any Luxembourg Law governed account pledge agreement, the executed acknowledgement and waiver of rights to be received by the account bank in Luxembourg where the pledged accounts are held, each Luxembourg Security Document constitutes a legal, valid and enforceable Lien on all right title and interest of the respective Loan Parties in the Collateral described therein.

Collateral Documents. (a) The Guaranty and Security Agreement creates and each other Collateral Document is effective to create in favor of the Administrative Agent, for the ratable benefit of the Secured Parties, a legal, valid and enforceable security interest in the Collateral described therein and proceeds thereof to the extent such a security interest can be created by authentication of a written security agreement under Articles 8 and 9 of the UCC. In the case of certificated Capital Stock pledged pursuant to the Guaranty and Security Agreement, when certificates representing such Capital Stock are delivered to the Administrative Agent, and in the case of the other Collateral described in the Guaranty and Security Agreement or any other Collateral Document (other than deposit accounts and investment property) in which a Lien may be perfected by the filing of a financing statement, when financing statements are filed in the appropriate filing offices as specified in Article 9 of the UCC (which, as of the Closing Date, for each of the Loan Parties is the filing office set forth for each Loan Party on Schedule 3 to the Guaranty and Security Agreement), in each case, the Administrative Agent, for the benefit of the Secured Parties referred to thereinParties, a legal, valid, 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. Upon the filing of UCC financing statements in proper form, and delivery to the Agent of all possessory collateral required to be delivered by the Security Agreement and/or the obtaining of “control” (as defined in the UCC) by the Agent (or, so long as the ABL Intercreditor Agreement is in effect and the ABL Agent is acting as agent for the Agent pursuant thereto for purposes of obtaining possession of or establishing control over certain Collateral, to or by the ABL Agent), 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 (other than those DDAs for which the Agents have not required a Blocked Account Agreement) that may be perfected under the UCC (in effect on the date this representation is made) by filing, recording or registering a financing statement or by obtaining control or possession, in each case prior and superior in right to any other Person to the extent required by the Financing Agreements, subject to Permitted Liens having priority under applicable Law. (b) When the Security Agreement (or a short form thereof) in proper form is filed in the United States Patent and Trademark Office and the United States Copyright Office and when financing statements, releases and other filings in appropriate form are filed in the offices specified on Schedule II of the Security Agreement, the Agent shall have a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral (including such Capital Stock) and the proceeds thereof, as security for the Obligations, in each case prior and superior in right to any other Person (except for Specified Permitted Liens). In the case of Collateral that consists of deposit accounts (other than a Government Receivables Account) or investment property, when an Account Control Agreement is executed and delivered by all parties thereto with respect to such deposit accounts or investment property, the Administrative Agent, for the benefit of the Secured Parties, shall have a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral and the proceeds thereof, as security for the Obligations, prior and superior to any other Person (except for Specified Permitted Liens) except as provided under the applicable Account Control Agreement with respect to the financial institution party thereto. (b) When the filings in subsection (a) of this Section are made and when, if applicable, the Copyright Security Agreements are filed in the United States Copyright Office, the Administrative Agent, for the benefit of the Secured Parties, shall have a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in the Intellectual Property Collateral (as defined in the Copyrights subject to such Copyright Security Agreement) , if any, 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 to the extent required by the Financing Agreements, subject to (except for Specified Permitted Liens having priority under applicable Law (it being understood that subsequent recordings in the United States Patent and Trademark Office and the United States Copyright Office may be necessary to perfect a Lien on registered trademarks, trademark applications and copyrights acquired by the Loan Parties after the Escrow Release DateLiens). (c) The Mortgages when granted shall Each Mortgage, if any, is effective to create in favor of the Agent, Administrative Agent for the ratable benefit of the Secured Parties referred to therein, a legal, valid, continuing valid and enforceable first priority Lien on all of such Loan Party’s right, title and interest in and to the Real Estate of such Loan Party covered thereby and the proceeds thereof, and when such Mortgage is filed in the real estate records where the respective Mortgaged Property (as defined in the Mortgages)is located, 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 such Mortgage shall constitute a proceeding in equity or at law. Upon the filing or recording of the Mortgages in proper form with the appropriate Governmental Authorities and the payment of any mortgage recording taxes of fees, the Agent will have a fully perfected first priority Lien on, and security interest in, to and under all right, title and interest of the grantors thereunder such Loan Party in all Mortgaged Property that may be perfected by such filing or recording (including without limitation Real Estate and the proceeds of such Mortgaged Property)thereof, in each case prior and superior in right to any other Person to the extent required by the Financing AgreementsPerson, subject other than with respect to Permitted Liens having priority under applicable LawEncumbrances and Specified Permitted Liens.

Collateral Documents. (a) The Security Agreement creates provisions of the Collateral Documents are effective to create, in favor of the Collateral Agent (for the benefit of the Secured Parties), valid and enforceable Liens on all Collateral described in the Security Agreement (subject to the Security Agreement and Section 7.14 of this Agreement). From and after the filing of Uniform Commercial Code financing statements in appropriate form substantially contemporaneously with the Closing Date in the offices specified on Schedule 6 to the Perfection Certificate, such Liens are perfected first priority Liens, to the extent that such Liens can be perfected by filing of Uniform Commercial Code financing statements, subject only to the Permitted Liens. Subject to Section 7.13 with respect to the pledge of any additional Collateral and Section 7.14, all governmental approvals necessary or desirable to perfect and protect, and establish and maintain the priority of, such Liens have been duly effected or taken, including any such approvals reasonably requested by the Administrative Agent. (b) Each of the Deeds of Trust (if any) executed and delivered by a Loan Party is effective to create in favor of the Collateral Agent, for the benefit of the Secured Parties referred to thereinParties, a legal, valid, valid and enforceable security interest in Lien on all 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. Upon the filing of UCC financing statements in proper form, and delivery to the Agent of all possessory collateral required to be delivered by the Security Agreement and/or the obtaining of “control” (as defined in the UCC) by the Agent (or, so long as the ABL Intercreditor Agreement is in effect and the ABL Agent is acting as agent for the Agent pursuant thereto for purposes of obtaining possession of or establishing control over certain Collateral, to or by the ABL Agent), 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 (other than those DDAs for which the Agents have not required a Blocked Account Agreement) that may be perfected under the UCC (in effect on the date this representation is made) by filing, recording or registering a financing statement or by obtaining control or possession, in each case prior and superior in right to any other Person to the extent required by the Financing Agreements, subject to Permitted Liens having priority under applicable Law. (b) When the Security Agreement (or a short form thereof) in proper form is filed in the United States Patent and Trademark Office and the United States Copyright Office Pledged Properties described therein; and when financing statements, releases and other filings in appropriate form the Deeds of Trust are filed or recorded in the offices specified on Schedule II of the Security Agreementofficial records of the county or in any other applicable registry office where the applicable Pledged Property is located, the Agent each Deed of Trust shall have constitute a fully perfected first priority Lien on, and security interest in, all right, title and interest of the applicable Loan Parties in the Intellectual Property Collateral (as defined in the 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 OfficePledged Properties described therein, as applicable, in each case prior and superior in right to any other Person to security for the extent required by the Financing AgreementsObligations, subject only to Permitted Liens having priority under applicable Law (it being understood that subsequent recordings in the United States Patent and Trademark Office and the United States Copyright Office may be necessary to perfect a Lien on registered trademarks, trademark applications and copyrights acquired by the Loan Parties after the Escrow Release Date)Liens. (c) The Mortgages when granted shall create in favor of the Agent, for the benefit of the Secured Parties referred to therein, a legal, valid, continuing and enforceable first priority Lien in the Mortgaged Property (as defined in the Mortgages), the enforceability of which is subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law. Upon the filing or recording of the Mortgages in proper form with the appropriate Governmental Authorities and the payment of any mortgage recording taxes of fees, the Agent will have a perfected first priority Lien on, and security interest in, to and under all right, title and interest of the grantors thereunder in all Mortgaged Property that may be perfected by such filing or recording (including without limitation the proceeds of such Mortgaged Property), in each case prior and superior in right to any other Person to the extent required by the Financing Agreements, subject to Permitted Liens having priority under applicable Law.

Collateral Documents. (a) The Security Agreement creates Each of the Pledge Agreements is effective to create in favor of the Collateral Agent, for the ratable benefit of the Secured Parties referred to thereinLenders, a legal, valid, valid and enforceable security interest in the Collateral (as defined pledged stock described therein and, when stock certificates representing or constituting the pledged stock described in each of 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. Upon the filing of UCC financing statements in proper form, and delivery Pledge Agreements are delivered to the Agent of all possessory collateral required to be delivered by the Security Agreement and/or the obtaining of “control” (as defined in the UCC) by the Agent (orCollateral Agent, so long as the ABL Intercreditor Agreement is in effect and the ABL Agent is acting as agent for the Agent pursuant thereto for purposes of obtaining possession of or establishing control over certain Collateral, to or by the ABL Agent), the Agent will have a perfected Lien on, and such security interest in, to and under all right, title and interest of the grantors thereunder in all Collateral (other than those DDAs for which the Agents have not required a Blocked Account Agreement) that may be perfected under the UCC (in effect on the date this representation is made) by filing, recording or registering a financing statement or by obtaining control or possession, in each case prior and superior in right to any other Person to the extent required by the Financing Agreementsshall, subject to the existence of Permitted Liens having priority under applicable Law. (b) When the Security Agreement (or Liens, constitute a short form thereof) in proper form is filed in the United States Patent and Trademark Office and the United States Copyright Office and when financing statements, releases and other filings in appropriate form are filed in the offices specified on Schedule II of the Security Agreement, the Agent shall have a fully perfected Lien first lien on, and security interest in, all right, title and interest of the applicable Loan Parties pledgor party thereto in the Intellectual Property Collateral (as defined in the 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 to the extent required by the Financing Agreements, subject to Permitted Liens having priority under applicable Law (it being understood that subsequent recordings in the United States Patent and Trademark Office and the United States Copyright Office may be necessary to perfect a Lien on registered trademarks, trademark applications and copyrights acquired by the Loan Parties after the Escrow Release Date)pledged stock described therein. (cb) The Mortgages when granted shall Each of the Security Agreements is effective to create in favor of the Collateral Agent, for the ratable benefit of the Secured Parties referred to thereinLenders, a legal, valid, continuing valid and enforceable first priority Lien security interest in the Mortgaged Property (as defined collateral described therein and Uniform Commercial Code financing statements have been filed in each of the Mortgagesjurisdictions listed on Schedule 5.15(b), or arrangements have been made for such filing in such jurisdictions, and upon such filing, and upon the enforceability taking of possession by the Collateral Agent of any such collateral the security interests in which is may be perfected only by possession, such security interests will, subject to applicable bankruptcythe existence of Permitted Liens, 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 in proper form with the appropriate Governmental Authorities and the payment of any mortgage recording taxes of fees, the Agent will have a constitute perfected first priority Lien liens on, and security interest interests in, to and under all right, title and interest of the grantors thereunder debtor party thereto in all Mortgaged Property that may be perfected by such filing or recording (including without limitation the proceeds of such Mortgaged Property)collateral described therein, in each case prior and superior in right to any other Person except to the extent required that a security interest cannot be perfected therein by the Financing Agreementsfiling of a financing statement or the taking of possession under the Uniform Commercial Code of the relevant jurisdiction. (c) Each Mortgage is effective to create in favor of the Collateral Agent, for the ratable benefit of the Lenders, a legal, valid and enforceable security interest in the collateral described therein, and upon filing the Mortgages in the jurisdictions listed on Schedule 5.13 (or, in the case of a Mortgage delivered pursuant to subsection 7.9, the jurisdiction in which the property covered by such Mortgage is located), such security interests will, subject to the existence of Permitted Liens having priority under applicable LawLiens, constitute perfected first liens on, and security interests in, all right, title and interest of the debtor party thereto in the collateral described therein.

Collateral Documents. The Collateral Documents (aor amendments thereto), executed by the Borrower Parties, in appropriate form for recording, where necessary, together with: (A) The Security Agreement creates in favor copies of all UCC-l financing statements to be filed, registered or recorded to perfect (or maintain perfection of) the Agent, security interests of Administrative Agent for the benefit of the Secured Parties referred to therein, a legal, validLenders, and enforceable security interest in other filings, registrations and recordings necessary and advisable to perfect or maintain the Collateral (as defined in the Security Agreement), the enforceability Liens 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 UCC financing statements in proper form, and delivery to the Administrative Agent of all possessory collateral required to be delivered by the Security Agreement and/or the obtaining of “control” (as defined in the UCC) by the Agent (or, so long as the ABL Intercreditor Agreement is in effect and the ABL Agent is acting as agent for the Agent pursuant thereto for purposes benefit of obtaining possession of or establishing control over certain Collateral, to or by the ABL Agent), the Agent will have a perfected Lien on, and security interest in, to and under all right, title and interest of the grantors thereunder Lenders in all Collateral (other than those DDAs for which the Agents have not required a Blocked Account Agreement) that may be perfected under the UCC (in effect on the date this representation is made) by filing, recording or registering a financing statement or by obtaining control or possession, in each case prior and superior in right to any other Person to the extent required by the Financing Agreements, subject to Permitted Liens having priority under accordance with applicable Law.law; (bB) When the Security Agreement (or a short form thereof) in proper form is filed in the United States Patent written advice relating to such Lien and Trademark Office and the United States Copyright Office and when financing statements, releases and other filings in appropriate form are filed in the offices specified on Schedule II of the Security Agreement, the judgment searches as Administrative Agent shall have a fully perfected Lien onrequested, and security interest in, all right, title and interest of the applicable Loan Parties in the Intellectual Property Collateral (such termination statements or other documents as defined in the 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 to the extent required by the Financing Agreements, subject to Permitted Liens having priority under applicable Law (it being understood that subsequent recordings in the United States Patent and Trademark Office and the United States Copyright Office may be necessary to perfect a Lien on registered trademarks, trademark applications and copyrights acquired by confirm that the Loan Parties after the Escrow Release Date). (c) The Mortgages when granted shall create Collateral is subject to no other Liens in favor of any Persons (other than Liens permitted under this Agreement); (C) all certificates and instruments representing the Pledged Collateral and stock and note transfer powers executed in blank with signatures guaranteed as Administrative Agent may specify; (D) to the extent requested by Administrative Agent, for funds sufficient to pay any filing or recording tax or fee in connection with any and all UCC-1 financing statements and the benefit Mortgages; (E) with respect to the Mortgaged Property, (A) an ALTA Form B (or other form acceptable to Administrative Agent and Lenders) mortgagee policy of title insurance or a binder issued by a title insurance company satisfactory to Administrative Agent insuring (or undertaking to insure, in the case of a binder) that the Mortgages create and constitute a valid first Lien against the Mortgaged Property in favor of Administrative Agent, subject only to exceptions acceptable to Administrative Agent, with such endorsements and affirmative insurance as Administrative Agent may reasonably request or (B) evidence satisfactory to Administrative Agent that such policies issued pursuant to the Existing Credit Agreement with respect to such properties as Administrative Agent may require remain in full force and effect as to the Obligations under this Agreement; (F) evidence that Administrative Agent has been named as loss payee under all policies of casualty insurance, and as additional insured under all policies of liability insurance, required by the Mortgage; (G) flood insurance and earthquake insurance, to the extent applicable, on terms reasonably satisfactory to Administrative Agent; (H) proof of payment (or arrangements therefor satisfactory to Administrative Agent) of all title insurance premiums, documentary stamp or intangible taxes, recording fees and mortgage taxes payable in connection with the recording of any Mortgage or the issuance of the Secured Parties referred title insurance policies (whether due on the Closing Date or thereafter) including sums due in connection with any future advances; and (I) evidence that all other actions necessary or, in the opinion of Administrative Agent, desirable to therein, a legal, valid, continuing perfect (or maintain) and enforceable protect the first priority Lien in created by the Mortgaged Property (as defined in the Mortgages), the enforceability of which is subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law. Upon the filing or recording of the Mortgages in proper form with the appropriate Governmental Authorities and the payment of any mortgage recording taxes of fees, the Agent will have a perfected first priority Lien onCollateral Documents, and security interest in, to enhance Administrative Agent's ability to preserve and under all right, title protect its interests in and interest of the grantors thereunder in all Mortgaged Property that may be perfected by such filing or recording (including without limitation the proceeds of such Mortgaged Property), in each case prior and superior in right to any other Person access to the extent required by the Financing AgreementsCollateral, subject have been taken (or arrangements therefor satisfactory to Permitted Liens having priority under applicable Law.Administrative Agent have been made);

Collateral Documents. (a) The Security Guarantee and Collateral Agreement creates is effective to create in favor of the Agent, for the benefit of the Secured Parties referred to therein, Collateral Agent a legal, valid, valid and enforceable security interest in the Collateral (as defined described therein and proceeds thereof. In the case of the Pledged Equity Interests described in the Security Guarantee and Collateral Agreement), when any stock certificates representing such Pledged Equity Interests are delivered to the enforceability Collateral Agent, and in the case of which is subject to applicable bankruptcythe other Collateral described in the Guarantee and Collateral Agreement, 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 UCC when financing statements in proper form, appropriate form are filed in the offices specified on Schedule 4.14(a) (which financing statements have been duly completed and delivery delivered to the Agent of all possessory collateral required Collateral Agent) and such other filings as are referred to be delivered by in Section 4.2(b) to the Security Guarantee and Collateral Agreement and/or the obtaining of “control” (as defined in the UCC) by the Agent (or, so long as the ABL Intercreditor Agreement is in effect and the ABL Agent is acting as agent for the Agent pursuant thereto for purposes of obtaining possession of or establishing control over certain Collateral, to or by the ABL Agent)have been completed, the Agent will have Guarantee and Collateral Agreement shall constitute a fully perfected Lien on, and security interest in, to and under all right, title and interest of interest, if any, that the grantors thereunder Credit Parties now have or may hereafter acquire in all and to such Collateral (other than those DDAs and the proceeds thereof, as security for which the Agents have not required a Blocked Account Agreement) that may be perfected under the UCC (in effect on the date this representation is made) by filing, recording or registering a financing statement or by obtaining control or possessionObligations, in each case prior and superior in right to any other Person (except Liens permitted by Section 6.3, other than Liens created under the Senior Second Lien Notes Documents, any Additional Senior Second Lien Notes Documents or any Chrysler Canada Notes Documents); provided, however, that in the case of Intellectual Property, no representation or warranty is made with respect to the extent required by perfection of any security interest in Intellectual Property arising under the Financing Agreements, subject to Permitted Liens having priority under applicable Lawlaws of any country other than the United States. (b) When Each of the Security Agreement (or Mortgages is effective to create in favor of the Collateral Agent a short form legal, valid and enforceable Lien on the Mortgaged Properties described therein and proceeds thereof) in proper form is filed in the United States Patent and Trademark Office and the United States Copyright Office ; and when financing statements, releases and other filings in appropriate form the Mortgages are filed in the offices specified on Schedule II 4.14(b)(i) (in the case of the Security AgreementMortgages to be executed and delivered within 180 days of the Closing Date pursuant to Section 5.7(j)) or in the recording office designated by the Company (in the case of any Mortgage to be executed and delivered pursuant to Section 5.7(h)), the Agent each Mortgage shall have constitute a fully perfected Lien on, and security interest in, all right, title and interest of the applicable Loan Credit Parties in the Intellectual Property Collateral Mortgaged Properties described therein and the proceeds thereof, as security for the Obligations (as defined in the 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 to the extent required by the Financing Agreements, subject to Permitted Liens having priority under applicable Law (it being understood that subsequent recordings in the United States Patent and Trademark Office and the United States Copyright Office may be necessary to perfect a Lien on registered trademarks, trademark applications and copyrights acquired by the Loan Parties after the Escrow Release Date). (c) The Mortgages when granted shall create in favor of the Agent, for the benefit of the Secured Parties referred to therein, a legal, valid, continuing and enforceable first priority Lien in the Mortgaged Property (as defined in the Mortgages), the enforceability of which is subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law. Upon the filing or recording of the Mortgages in proper form with the appropriate Governmental Authorities and the payment of any mortgage recording taxes of fees, the Agent will have a perfected first priority Lien on, and security interest in, to and under all right, title and interest of the grantors thereunder in all Mortgaged Property that may be perfected by such filing or recording (including without limitation the proceeds of such Mortgaged Propertyrelevant Mortgage), in each case prior and superior in right to any other Person to the extent required (other than Persons holding Liens or other encumbrances or rights permitted by the Financing Agreementsrelevant Mortgage or other Permitted Liens). To the knowledge of the Company, subject to Permitted Liens Schedule 4.14(b)(ii) includes, as of the Closing Date, each real property owned in fee by the Credit Parties having priority under applicable Lawa net book value (together with improvements thereon) of at least US$5,000,000.

Collateral Documents. (a) The Security Guarantee and Collateral -------------------- Agreement creates is effective to create in favor of the Administrative Agent, for the ratable benefit of the Secured Parties referred to thereinAgents and the Lenders, a legal, valid, valid and enforceable security interest in the Collateral (as defined in pledged stock and other equity ownership interests described therein and, when stock certificates representing or constituting the Security Agreement), the enforceability of which is subject to applicable bankruptcy, insolvency, reorganization, moratorium or pledged stock and 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 UCC financing statements in proper form, and delivery ownership interests described therein are delivered to the Agent of all possessory collateral required to be delivered by the Security Agreement and/or the obtaining of “control” (as defined in the UCC) by the Agent (orAdministrative Agent, so long as the ABL Intercreditor Agreement is in effect and the ABL Agent is acting as agent for the Agent pursuant thereto for purposes of obtaining possession of or establishing control over certain Collateral, to or by the ABL Agent), the Agent will have a perfected Lien on, and such security interest in, to and under all right, title and interest of the grantors thereunder in all Collateral (other than those DDAs for which the Agents have not required a Blocked Account Agreement) that may be perfected under the UCC (in effect on the date this representation is made) by filing, recording or registering a financing statement or by obtaining control or possession, in each case prior and superior in right to any other Person to the extent required by the Financing Agreementsshall, subject to the existence of Permitted Liens having priority under applicable Law. (b) When the Security Agreement (or Liens, constitute a short form thereof) in proper form is filed in the United States Patent and Trademark Office and the United States Copyright Office and when financing statements, releases and other filings in appropriate form are filed in the offices specified on Schedule II of the Security Agreement, the Agent shall have a fully perfected Lien first lien on, and security interest in, all right, title and interest of the applicable Loan Parties pledgor party thereto in the Intellectual Property Collateral (as defined in the Security Agreement) in which a security interest may be perfected by filing, recording pledged stock 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 to the extent required by the Financing Agreements, subject to Permitted Liens having priority under applicable Law (it being understood that subsequent recordings in the United States Patent and Trademark Office and the United States Copyright Office may be necessary to perfect a Lien on registered trademarks, trademark applications and copyrights acquired by the Loan Parties after the Escrow Release Date)equity ownership interests described therein. (cb) The Mortgages when granted shall Guarantee and Collateral Agreement is effective to create in favor of the Administrative Agent, for the ratable benefit of the Secured Parties referred to thereinAgents and the Lenders, a legal, valid, continuing valid and enforceable first priority Lien security interest in the Mortgaged Property Collateral described therein. Uniform Commercial Code financing statements have been filed in each of the jurisdictions listed on Part I of Schedule 4.17 (which lists fixture filings as defined in the Mortgageswell), or arrangements have been made for such filing in such jurisdictions, and upon such filings, and upon the enforceability taking of possession by the Administrative Agent of any such Collateral the security interests in which is may be perfected only by possession, such security interests will, subject to applicable bankruptcythe existence of Liens as permitted by the definition of Permitted Liens, 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 in proper form with the appropriate Governmental Authorities and the payment of any mortgage recording taxes of fees, the Agent will have a constitute perfected first priority Lien Liens on, and security interest interests in, to and under all right, title and interest of the grantors thereunder debtor party thereto in the collateral described therein. (c) Any and all Mortgaged Property that may consents or approvals (whether pursuant to Requirements of Law or any contract or other agreement or instrument) which are required, necessary or prudent to perfect a security interest in each of the Mortgages required hereunder, have been obtained or will be perfected by such filing or recording obtained within the applicable periods set forth in subsection 6.10(c). Upon (including without limitation the proceeds a) execution and delivery of such Mortgaged PropertyMortgages, (b) the recording of each Mortgage in the applicable jurisdiction listed on Part II of Schedule 4.17, and (c) the payment of any required mortgage-recording taxes or fees, each of the Mortgages will be effective to create in favor of the Administrative Agent, for the ratable benefit of the Agents and Lenders, a legal, valid and enforceable lien on the real property or leasehold interest described therein and such liens will, at the time of recordation of such Mortgages in such jurisdictions, constitute first priority liens on the real property or leasehold interest described therein, subject only to the existence of Liens as permitted by subsection 7.3(a), in each case prior (e), (f), (g) and superior in right to any other Person to the extent required by the Financing Agreements, subject to Permitted Liens having priority under applicable Law(j).

Collateral Documents. (a) The Security Agreement creates Each Collateral Document is effective to create in favor of the Agent, Administrative Agent (for the benefit of the Secured Parties referred to therein, Parties) a legal, valid, valid and enforceable security interest in the Collateral (as defined described therein and proceeds thereof to the fullest extent permitted under applicable law. As of the Effective Date, in the Security Agreement), case of 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 Pledged Collateral described in a proceeding in equity Collateral Document, when certificates or at law. Upon the filing of UCC financing statements in proper formpromissory notes, as applicable, representing such Pledged Collateral and delivery to the Agent of all possessory collateral required to be delivered by under the Security Agreement and/or applicable Collateral Document are delivered to the obtaining of “control” (as defined Administrative Agent, and in the UCC) by the Agent (or, so long as the ABL Intercreditor Agreement is in effect and the ABL Agent is acting as agent for the Agent pursuant thereto for purposes of obtaining possession of or establishing control over certain Collateral, to or by the ABL Agent), the Agent will have a perfected Lien on, and security interest in, to and under all right, title and interest case of the grantors thereunder other Collateral described in all such Collateral Document (other than those DDAs for which the Agents have not required a Blocked Account Agreement) that may be perfected under the UCC (in effect on the date this representation is made) by filingIntellectual Property), recording or registering a financing statement or by obtaining control or possession, in each case prior and superior in right to any other Person to the extent required by the Financing Agreements, subject to Permitted Liens having priority under applicable Law. (b) When the Security Agreement (or a short form thereof) in proper form is filed in the United States Patent and Trademark Office and the United States Copyright Office and when financing statements, releases statements and other filings specified in appropriate form the Perfection Certificate are filed in the offices specified on Schedule II in the Perfection Certificate, the Administrative Agent (for the benefit of the Security Agreement, the Agent Secured Parties) shall have a fully perfected Lien on, and security interest in, all right, title and interest of the applicable Loan Parties in such Collateral and, subject to Section 9-315 of the Intellectual Property Collateral (as defined in UCC, the 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 Officeproceeds thereof, as applicablesecurity for the Secured Obligations to the extent perfection in such Collateral can be obtained by filing UCC financing statements, in each case prior and superior in right to the Lien of any other Person person (except for Permitted Liens). (b) When the Guarantee and Collateral Agreement or an ancillary document thereunder is properly filed in the United States Patent and Trademark Office and the United States Copyright Office, and, with respect to Collateral in which a security interest cannot be perfected by such filings, upon the proper filing of the financing statements referred to in clause (a) above, the Administrative Agent (for the benefit of the Secured Parties) shall have a fully perfected (subject to exceptions arising from defects in the chain of title, which defects in the aggregate do not constitute a Material Adverse Effect hereunder) Lien on, and security interest in, all right, title and interest of the Loan Parties thereunder in the material domestic Intellectual Property included in the Collateral, in each case prior and superior in right to the extent required by the Financing AgreementsLien of any other person, subject to except for Permitted Liens having priority under applicable Law (it being understood that subsequent recordings in the United States Patent and Trademark Office and the United States Copyright Office may be necessary to perfect a Lien on material registered trademarkstrademarks and patents, trademark and patent applications and registered copyrights acquired by the Loan Parties after the Escrow Release Effective Date). (c) The Mortgages, if any, executed and delivered on the Effective Date are, and the Mortgages when granted shall executed and delivered after the Effective Date pursuant to Section 5.10 will be, effective to create in favor of the Agent, Administrative Agent (for the benefit of the Secured Parties referred to therein, Parties) a legal, valid, continuing valid and enforceable first priority Lien on all of the applicable Loan Parties’ right, title and interest in and to the Mortgaged Property (as defined thereunder and the proceeds thereof, and when such Mortgages are filed or recorded 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 proper real estate filing or recording offices, and all relevant mortgage taxes and recording charges are duly paid, the Administrative Agent (for the benefit of the Mortgages in proper form with the appropriate Governmental Authorities and the payment of any mortgage recording taxes of fees, the Agent will Secured Parties) shall have a perfected first priority Lien on, and security interest in, to and under all right, title title, and interest of the grantors thereunder applicable Loan Parties in all such Mortgaged Property that may be perfected by such filing or recording (including without limitation and, to the extent applicable, subject to Section 9-315 of the UCC, the proceeds of such Mortgaged Property)thereof, in each case prior and superior in right to the Lien of any other Person person, except for Permitted Liens. (d) Notwithstanding anything herein (including this Section 3.17) or in any other Loan Document to the extent required by contrary, neither the Financing AgreementsBorrower nor any other Loan Party makes any representation or warranty as to the effects of perfection or non-perfection, subject the priority or the enforceability of any pledge of or security interest in any Equity Interests of any Foreign Subsidiary, or as to Permitted Liens having priority the rights and remedies of the Agents or any Lender with respect thereto, under applicable Lawforeign law.

Collateral Documents. (a) The Security Collateral Agreement creates is effective to create in favor of the Agent, Collateral Agent (for the benefit of the Secured Parties referred to thereinParties), in each case, a legal, valid, valid and enforceable security interest in the Collateral (as defined described therein and proceeds thereof. As of the Closing Date, in the Security case of the Pledged Collateral described in the Collateral Agreement), the enforceability of which is subject to applicable bankruptcywhen certificates or promissory notes, insolvencyas applicable, reorganization, moratorium or other laws affecting creditors’ rights generally representing such Pledged Collateral and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law. Upon the filing of UCC financing statements in proper form, and delivery to the Agent of all possessory collateral required to be delivered by under the Security Agreement and/or applicable Collateral Document are delivered to the obtaining of “control” (as defined Collateral Agent, and in the UCC) by the Agent (or, so long as the ABL Intercreditor Agreement is in effect and the ABL Agent is acting as agent for the Agent pursuant thereto for purposes of obtaining possession of or establishing control over certain Collateral, to or by the ABL Agent), the Agent will have a perfected Lien on, and security interest in, to and under all right, title and interest case of the grantors thereunder other Collateral described in all the Collateral Agreement (other than those DDAs for which the Agents have not required a Blocked Account Agreement) that may be perfected under the UCC (in effect on the date this representation is made) by filingIntellectual Property), recording or registering a financing statement or by obtaining control or possession, in each case prior and superior in right to any other Person to the extent required by the Financing Agreements, subject to Permitted Liens having priority under applicable Law. (b) When the Security Agreement (or a short form thereof) in proper form is filed in the United States Patent and Trademark Office and the United States Copyright Office and when financing statements, releases statements and other filings specified in appropriate form the Perfection Certificate are filed in the offices specified on Schedule II in the Perfection Certificate, the Collateral Agent (for the benefit of the Security Agreement, the Agent Secured Parties) shall have a fully perfected Lien on, and security interest in, all right, title and interest of the applicable Loan Parties in such Collateral and, subject to Section 9-315 of the Intellectual Property New York Uniform Commercial Code, the proceeds thereof, as security for the Obligations to the extent perfection can be obtained by filing Uniform Commercial Code financing statements, in each case prior and superior in right to the Lien of any other person (except Permitted Liens). 141 (b) When the Collateral (as defined in the Security Agreement) in which a security interest may be perfected by filing, recording Agreement or registering a security agreement, financing statement or analogous an ancillary document thereunder is properly filed and recorded in the United States Patent and Trademark Office or the United States Copyright Office, as applicable, and, with respect to Collateral in which a security interest cannot be perfected by such filings, upon the proper filing of the financing statements referred to in clause (a) above, the Collateral Agent (for the benefit of the Secured Parties) shall have a fully perfected (subject to exceptions arising from defects in the chain of title, which defects in the aggregate do not constitute a Material Adverse Effect hereunder) Lien on, and security interest in, all right, title and interest of the Loan Parties thereunder in the United States Intellectual Property included in the Collateral (but, in the case of the United States registered copyrights included in the Collateral, only to the extent such United States registered copyrights are listed in such ancillary document filed with the United States Copyright Office) listed in such ancillary document, in each case prior and superior in right to the Lien of any other Person to the extent required by the Financing Agreementsperson, subject to except for Permitted Liens having priority under applicable Law (it being understood that subsequent recordings in the United States Patent and Trademark Office and the United States Copyright Office may be necessary to perfect a Lien on registered trademarkstrademarks and patents, trademark and patent applications and registered copyrights acquired by the Loan Parties Borrower or the Subsidiary Guarantors after the Escrow Release Closing Date). (c) The Mortgages when granted shall create [Reserved]. (d) Notwithstanding anything herein (including this Section 3.17) or in favor any other Loan Document to the contrary, no Loan Party makes any representation or warranty as to the effects of perfection or non-perfection, the Agent, for the benefit of the Secured Parties referred to therein, a legal, valid, continuing and enforceable first priority Lien in the Mortgaged Property (as defined in the Mortgages), or the enforceability of which is subject any pledge of or security interest in any Equity Interests of any Foreign Subsidiary, or as to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ the 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 remedies of the Mortgages in proper form Agents or any Lender with the appropriate Governmental Authorities and the payment of any mortgage recording taxes of feesrespect thereto, the Agent will have a perfected first priority Lien on, and security interest in, to and under all right, title and interest of the grantors thereunder in all Mortgaged Property that may be perfected by such filing or recording (including without limitation the proceeds of such Mortgaged Property), in each case prior and superior in right to any other Person to the extent required by the Financing Agreements, subject to Permitted Liens having priority under applicable Lawforeign law.

Collateral Documents. (a) The Security Collateral Agreement creates is effective to create in favor of the Administrative Agent, for the ratable benefit of the Secured Parties referred to thereinLenders, a legal, valid, valid and enforceable security interest in the Collateral pledged stock described therein (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. Upon the filing of UCC financing statements in proper form, and delivery to the Agent of all possessory collateral required to be delivered by the Security Agreement and/or the obtaining of “control” (as defined in the UCC) by the Agent (or, so long as the ABL Intercreditor Agreement is in effect and the ABL Agent is acting as agent for the Agent pursuant thereto for purposes of obtaining possession of or establishing control over certain Collateral, to or by the ABL Agent), 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 (other than those DDAs for which the Agents have not required a Blocked Account Agreement) that may be perfected under the UCC (in effect on the date this representation is made) by filing, recording or registering a financing statement or by obtaining control or possession, in each case prior and superior in right to any other Person to the extent required such matter is governed by the Financing Agreements, subject to Permitted Liens having priority under applicable Law. (b) When the Security Agreement (or a short form thereof) in proper form is filed in law of the United States Patent and Trademark Office and or a jurisdiction therein) and, when stock certificates representing or constituting the United States Copyright Office and when financing statements, releases and other filings in appropriate form are filed pledged stock described in the offices specified on Schedule II of Collateral Agreement are delivered to the Security AgreementAdministrative Agent, the Agent such security interest shall have constitute a fully perfected Lien first lien on, and security interest in, all right, title and interest of the applicable Loan Parties pledgor party thereto in the Intellectual Property Collateral pledged stock described therein (as defined in to the Security Agreement) in which a security interest may be perfected extent such matter is governed by filing, recording or registering a security agreement, financing statement or analogous document in the law of 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 to the extent required by the Financing Agreements, subject to Permitted Liens having priority under applicable Law (it being understood that subsequent recordings in the United States Patent and Trademark Office and the United States Copyright Office may be necessary to perfect a Lien on registered trademarks, trademark applications and copyrights acquired by the Loan Parties after the Escrow Release Datejurisdiction therein). (cb) The Mortgages when granted shall Each of the Collateral Agreement and the Canadian Collateral Agreement is effective to create in favor of the Applicable Administrative Agent, for the ratable benefit of the Secured Parties referred to thereinapplicable Lenders, a legal, valid, continuing valid and enforceable first priority Lien security interest in the Mortgaged Property collateral described therein (to the extent such matter is governed by the law of the United States or a jurisdiction therein or Canada, as defined in the Mortgagesapplicable), and Uniform Commercial Code or PPSA, as applicable, financing statements have been filed in each of the enforceability jurisdictions listed on Schedule 6.15(b), or arrangements have been made for such filing in such jurisdictions, and upon such filing, and upon the taking of possession of, or obtaining control over, by the Applicable Administrative Agent of any such collateral the security interests in which is may be perfected only by possession or by obtaining control, such security interests will, subject to applicable bankruptcythe existence of Permitted Liens, 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 in proper form with the appropriate Governmental Authorities and the payment of any mortgage recording taxes of fees, the Agent will have a constitute perfected first priority Lien liens on, and security interest interests in, to and under all right, title and interest of the grantors thereunder debtor party thereto in all Mortgaged Property that may be perfected by such filing or recording (including without limitation the proceeds of such Mortgaged Property)collateral described therein, in each case prior and superior in right to any other Person except to the extent required that a security interest cannot be perfected therein by the Financing Agreementsfiling of a financing statement or the taking of possession or by obtaining control under the Uniform Commercial Code or PPSA, as applicable, of the relevant jurisdiction. (c) Upon execution and delivery thereof by the relevant Credit Party, each Mortgage will be effective to create in favor of the Administrative Agent, for the ratable benefit of the Lenders, a legal, valid and enforceable security interest in the collateral described therein, and upon recording the Mortgages in the jurisdictions listed on Schedule 6.13 (or, in the case of a Mortgage delivered pursuant to subsection 8.9, the jurisdiction in which the property covered by such Mortgage is located), such security interests will, subject to the existence of Permitted Liens having priority under applicable LawLiens, constitute first liens on, and perfected security interests in, all right, title and interest of the debtor party thereto in the collateral described therein.

Collateral Documents. (a) The Security Each of the Collateral Agreement creates and the Holdings Pledge Agreement is effective to create in favor of the Agent, Collateral Agent (for the benefit of the Secured Parties referred to thereinParties), in each case, a legal, valid, valid and enforceable security interest in the Collateral (as defined described therein and proceeds thereof. As of the Closing Date, in the Security case of the Pledged Collateral described in the Collateral Agreement and the Holdings Pledge Agreement), the enforceability of which is subject to applicable bankruptcywhen certificates or promissory notes, insolvencyas applicable, reorganization, moratorium or other laws affecting creditors’ rights generally representing such Pledged Collateral and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law. Upon the filing of UCC financing statements in proper form, and delivery to the Agent of all possessory collateral required to be delivered by under the Security Agreement and/or applicable Collateral Document are delivered to the obtaining of “control” (as defined Collateral Agent, and in the UCC) by the Agent (or, so long as the ABL Intercreditor Agreement is in effect and the ABL Agent is acting as agent for the Agent pursuant thereto for purposes of obtaining possession of or establishing control over certain Collateral, to or by the ABL Agent), the Agent will have a perfected Lien on, and security interest in, to and under all right, title and interest case of the grantors thereunder other Collateral described in all the Collateral Agreement (other than those DDAs for which the Agents have not required a Blocked Account Agreement) that may be perfected under the UCC (in effect on the date this representation is made) by filingReal Property and Intellectual Property), recording or registering a financing statement or by obtaining control or possession, in each case prior and superior in right to any other Person to the extent required by the Financing Agreements, subject to Permitted Liens having priority under applicable Law. (b) When the Security Agreement (or a short form thereof) in proper form is filed in the United States Patent and Trademark Office and the United States Copyright Office and when financing statements, releases statements and other filings specified in appropriate form the Perfection Certificate are filed in the offices specified on Schedule II in the Perfection Certificate, the Collateral Agent (for the benefit of the Security Agreement, the Agent Secured Parties) shall have a fully perfected Lien on, and security interest in, all right, title and interest of the applicable Loan Parties in such Collateral and, subject to Section 9-315 of the Intellectual Property New York Uniform Commercial Code, the proceeds thereof, as security for the Obligations to the extent perfection can be obtained by filing Uniform Commercial Code financing statements, in each case prior and superior in right to the Lien of any other person (except Permitted Liens). (b) When the Collateral (as defined in the Security Agreement) in which a security interest may be perfected by filing, recording Agreement or registering a security agreement, financing statement or analogous an ancillary document thereunder is properly filed and recorded in the United States Patent and Trademark Office or the United States Copyright Office, as applicable, and, with respect to Collateral in which a security interest cannot be perfected by such filings, upon the proper filing of the financing statements referred to in clause (a) above, the Collateral Agent (for the benefit of the Secured Parties) shall have a fully perfected (subject to exceptions arising from defects in the chain of title, which defects in the aggregate do not constitute a Material Adverse Effect hereunder) Lxxx on, and security interest in, all right, title and interest of the Loan Parties thereunder in the United States Intellectual Property included in the Collateral (but, in the case of the United States registered copyrights included in the Collateral, only to the extent such United States registered copyrights are listed in such ancillary document filed with the United States Copyright Office) listed in such ancillary document, in each case prior and superior in right to the Lien of any other Person to the extent required by the Financing Agreementsperson, subject to except for Permitted Liens having priority under applicable Law (it being understood that subsequent recordings in the United States Patent and Trademark Office and the United States Copyright Office may be necessary to perfect a Lien on registered trademarkstrademarks and patents, trademark and patent applications and registered copyrights acquired by the Loan Parties Borrower or the Subsidiary Guarantors after the Escrow Release Closing Date). (c) The Mortgages when granted executed and delivered prior to the Closing Date are, and any Mortgages executed and delivered after the Closing Date pursuant to the Collateral and Guarantee Requirement and Section 5.10 shall be, effective to create in favor of the Agent, Mortgage Collateral Agent and/or Collateral Agent (as applicable) (for the benefit of the Secured Parties referred to therein, a Parties) legal, valid, continuing valid and enforceable first priority Lien Liens on all of the Borrower’s and the Subsidiary Guarantors’ rights, titles and interests in and to the Mortgaged Property thereunder and the proceeds thereof, and, with respect to the Mortgages executed and delivered prior to the Closing Date, the Mortgage Collateral Agent (as defined for the benefit of the Secured Parties) has, and with respect to any Mortgages executed after the Closing Date, when such Mortgages are filed or recorded 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 proper real estate filing or recording offices, and all relevant mortgage taxes and recording charges are duly paid, the Mortgage Collateral Agent and/or Collateral Agent (as applicable) (for the benefit of the Mortgages in proper form Secured Parties) shall have, valid Liens with the appropriate Governmental Authorities and the payment of any mortgage recording taxes of fees, the Agent will have a perfected first priority Lien record notice to third parties on, and security interest interests in, to all rights, titles and under all right, title and interest interests of the grantors thereunder Borrower and the Subsidiary Guarantors in all such Mortgaged Property that may be perfected by such filing or recording (including without limitation and, to the extent applicable, subject to Section 9-315 of the Uniform Commercial Code, the proceeds of such Mortgaged Property)thereof, in each case prior and superior in right to the Lien of any other Person person, except for Permitted Liens; provided, that the representations contained in this Section 3.17(c) shall not apply with respect to the extent required by perfection of Mortgaged Property which does not constitute real property. (d) Notwithstanding anything herein (including this Section 3.17) or in any other Loan Document to the Financing Agreementscontrary, subject no Loan Party makes any representation or warranty as to Permitted Liens having the effects of perfection or non-perfection, the priority or the enforceability of any pledge of or security interest in any Equity Interests of any Foreign Subsidiary, or as to the rights and remedies of the Agents or any Lender with respect thereto, under applicable Lawforeign law.

Collateral Documents. (a) Each of the Pledge Agreement and the Subsidiary Pledge Agreement is effective to create in favor of the Administrative Agent, for the ratable benefit of the Banks, a legal, valid and enforceable security interest in the Pledged Collateral (as defined in each such agreement) and proceeds thereof and the pledge thereunder constitutes a fully perfected first-priority Lien on, and security interest in, all right, title and interest of Cannondale in such Pledged Collateral and the proceeds thereof, in each case prior and superior in right to any other Person, except that the pledge of the shares of Cannondale Australia Pty Limited pursuant to the Subsidiary Pledge Agreement may be unenforceable in Australia unless and until the New South Wales, Australia, stamp tax is paid. (b) The Security Agreement creates is effective to create in favor of the Administrative Agent, for the ratable benefit of the Secured Parties referred to thereinBanks, a legal, valid, valid and enforceable security interest in the Collateral (as defined in the Security Agreement)) and proceeds thereof, securing the payment of the Obligations, and when (i) financing statements in appropriate form are filed in the offices specified on Schedule 2.3 thereto, (ii) possession of any Collateral thereunder, the enforceability possession of which is subject required to applicable bankruptcylawfully perfect a security interest therein, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles is in the possession of equity, regardless of whether considered in a proceeding in equity or at law. Upon the filing of UCC financing statements in proper formAdministrative Agent, and delivery to (iii) the Agent of all possessory collateral required to be delivered by the Security Agreement and/or the obtaining of “control” (as defined in the UCC) by the Agent (or, so long as the ABL Intercreditor Trademark Agreement is in effect and the ABL Agent is acting as agent for the Agent pursuant thereto for purposes of obtaining possession of or establishing control over certain Collateral, to or by the ABL Agent), 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 (other than those DDAs for which the Agents have not required a Blocked Account Agreement) that may be perfected under the UCC (in effect on the date this representation is made) by filing, recording or registering a financing statement or by obtaining control or possession, in each case prior and superior in right to any other Person to the extent required by the Financing Agreements, subject to Permitted Liens having priority under applicable Law. (b) When the Security Agreement (or a short form thereof) in proper form is filed in with the United States Patent and Trademark Office and the United States Copyright Office and when financing statementsOffice, releases and other filings in appropriate form are filed in the offices specified on Schedule II of the Security Agreement, the Agent Agreement shall have constitute a fully perfected Lien on, and security interest in, all right, title and interest of Cannondale in such Collateral (other than vehicles) and the proceeds thereof, prior and superior in right to any other Person other than with respect to any applicable Loan Parties Liens expressly permitted by Section 8.3 and Liens set forth on Schedule 2.2 thereto. (c) The Bethel Mortgages are effective to create in favor of the Administrative Agent, for the ratable benefit of the Banks, a legal, valid and enforceable Lien on all of Cannondale's right, title and interest in and to the Bethel Mortgaged Property thereunder and the proceeds thereof, and, when the Bethel Mortgages are filed in the Intellectual appropriate offices with respect to the Bethel Mortgaged Property, the Bethel Mortgages shall constitute fully perfected Liens on, and security interests in, all right, title and interest of Cannondale in such Bethel Mortgaged Property Collateral (as defined in and the 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 applicableproceeds thereof, in each case prior and superior in right to any other Person other than with respect to the extent required rights of Persons pursuant to any applicable Liens expressly permitted by the Financing Agreements, subject to Permitted Liens having priority under applicable Law Section 8.3. 61 55 (it being understood that subsequent recordings in the United States Patent and Trademark Office d) The Collateral Assignment of Shareholder Note and the United States Copyright Office may be necessary Collateral Assignment of Shareholder Mortgage are effective to perfect a Lien on registered trademarks, trademark applications and copyrights acquired by the Loan Parties after the Escrow Release Date). (c) The Mortgages when granted shall create in favor of the Administrative Agent, for the ratable benefit of the Secured Parties referred to thereinBanks, a legal, valid, continuing valid and enforceable first priority Lien assignment of, transfer of all right, title and interest of Cannondale in, and security interest in, the promissory notes and other agreements assigned thereby, and when (i) financing statements in appropriate form are filed in the Mortgaged Property appropriate offices, (as defined in the Mortgages)ii) all Collateral thereunder, the enforceability possession of which is subject required to applicable bankruptcylawfully perfect a security interest therein, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered is in a proceeding in equity or at law. Upon the filing or recording possession of the Mortgages Administrative Agent, and (iii) the Collateral Assignment of Shareholder Mortgage is recorded in proper form with the appropriate Governmental Authorities Office of the Clerk of Rio Blanxx Xxxnty, State of Colorado, the Collateral Assignment of Shareholder Note and the payment Collateral Assignment of any mortgage recording taxes of fees, the Agent will have a Shareholder Mortgage shall constitute fully perfected first priority Lien Liens on, and security interest in, to and under all right, title and interest of the grantors thereunder Cannondale in all Mortgaged Property that may be perfected by such filing or recording (including without limitation the proceeds of such Mortgaged Property)promissory notes and other agreements assigned thereby, in each case prior and superior in right to any other Person to the extent required by the Financing Agreements, subject to Permitted Liens having priority under applicable LawPerson.

Collateral Documents. The Collateral Documents (aor amendments thereto), executed by the Company and the Subsidiaries, as applicable, in appropriate form for recording, where necessary, together with: (i) The Security Agreement creates copies of all UCC-l financing statements to be filed, registered or recorded to perfect (or maintain perfection of) the security interests of the Agent for the benefit of the Lenders, and other filings, registrations and recordings necessary and advisable to perfect or maintain the Liens of the Agent for the benefit of the Lenders in accordance with applicable law; (ii) written advice relating to such Lien and judgment searches as the Agent shall have requested, and such termination statements or other documents as may be necessary to confirm that the Collateral is subject to no other Liens in favor of any Persons (other than Permitted Liens); (iii) all certificates and instruments representing the Pledged Collateral and stock and note transfer powers executed in blank with signatures guaranteed as the Agent may specify; (iv) to the extent requested by the Agent, funds sufficient to pay any filing or recording tax or fee in connection with any and all UCC-1 financing statements and the Mortgages; (v) with respect to the Mortgaged Property, (A) an ALTA Form B (or other form acceptable to the Agent and the Lenders) mortgagee policy of title insurance or a binder issued by a title insurance company satisfactory to the Agent insuring (or undertaking to insure, in the case of a binder) that the Mortgages create and constitute a valid first Lien against the Mortgaged Property in favor of the Agent, subject only to exceptions acceptable to the Agent, with such endorsements and affirmative insurance as the Agent may reasonably request or (B) evidence satisfactory to the Agent that such policies issued pursuant to the Original Credit Agreement and the Prior Credit Agreement with respect to such properties as the Agent may require remain in full force and effect as to the Obligations under this Agreement; (vi) evidence that the Agent has been named as loss payee under all policies of casualty insurance, and as additional insured under all policies of liability insurance, required by the Mortgage; (vii) flood insurance and earthquake insurance, to the extent applicable, on terms satisfactory to the Agent; (viii) proof of payment (or arrangements therefor satisfactory to the Agent) of any title insurance premiums, documentary stamp or intangible taxes, recording fees and mortgage taxes payable in connection with the recording of any Mortgage or the issuance of the title insurance policies (whether due on the Second Restatement Date or in the future) including sums due in connection with any future advances; (ix) such consents, estoppels, subordination agreements, waivers and other documents and instruments executed by landlords, tenants, bailees, warehousemen and other Persons party to material contracts relating to any Collateral as to which the Agent shall be granted a Lien for the benefit of the Secured Parties referred to thereinLenders, a legalas requested by the Agent; and (x) evidence that all other actions necessary or, valid, 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. Upon the filing of UCC financing statements in proper form, and delivery to the Agent of all possessory collateral required to be delivered by the Security Agreement and/or the obtaining of “control” (as defined in the UCC) by the Agent (or, so long as the ABL Intercreditor Agreement is in effect and the ABL Agent is acting as agent for the Agent pursuant thereto for purposes of obtaining possession of or establishing control over certain Collateral, to or by the ABL Agent), 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 (other than those DDAs for which the Agents have not required a Blocked Account Agreement) that may be perfected under the UCC (in effect on the date this representation is made) by filing, recording or registering a financing statement or by obtaining control or possession, in each case prior and superior in right to any other Person to the extent required by the Financing Agreements, subject to Permitted Liens having priority under applicable Law. (b) When the Security Agreement (or a short form thereof) in proper form is filed in the United States Patent and Trademark Office and the United States Copyright Office and when financing statements, releases and other filings in appropriate form are filed in the offices specified on Schedule II of the Security Agreement, the Agent shall have a fully perfected Lien on, and security interest in, all right, title and interest of the applicable Loan Parties in the Intellectual Property Collateral (as defined in the 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 to the extent required by the Financing Agreements, subject to Permitted Liens having priority under applicable Law (it being understood that subsequent recordings in the United States Patent and Trademark Office and the United States Copyright Office may be necessary to perfect a Lien on registered trademarks, trademark applications and copyrights acquired by the Loan Parties after the Escrow Release Date). (c) The Mortgages when granted shall create in favor opinion of the Agent, for desirable to perfect and protect the benefit of the Secured Parties referred to therein, a legal, valid, continuing and enforceable first priority Lien created by the Collateral Documents, and to enhance the Agent's ability to preserve and protect its interests in and access to the Mortgaged Property Collateral, have been taken (as defined in the Mortgages), the enforceability of which is subject or arrangements therefor satisfactory 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 in proper form with the appropriate Governmental Authorities and the payment of any mortgage recording taxes of fees, the Agent will have a perfected first priority Lien on, and security interest in, to and under all right, title and interest of the grantors thereunder in all Mortgaged Property that may be perfected by such filing or recording (including without limitation the proceeds of such Mortgaged Propertybeen made), in each case prior and superior in right to any other Person to the extent required by the Financing Agreements, subject to Permitted Liens having priority under applicable Law.;

Collateral Documents. (a) The Each of the Pledge Agreement and the Security Agreement creates is effective to create in favor of the Agent, Collateral Agent (for the benefit of the Secured Parties referred to therein, Parties) a legal, valid, valid and enforceable security interest in the Collateral described therein and proceeds thereof. When UCC financing statements describing the Collateral as set forth in Exhibit A to the Perfection Certificate have been filed in the offices specified in Perfection Certificate, the Liens granted by the Borrower under the Collateral Documents will constitute perfected security interests in the Personal Property Collateral owned by the Borrower to the extent that a security interest therein may be perfected by filing pursuant to the UCC, prior to all Liens of others therein except Permitted Liens. (as defined b) When, in addition to the filing of such UCC financing statements, the applicable Intellectual Property Filings have been made with respect to the Borrower’s Recordable Intellectual Property (including any future filings required pursuant to Sections 4(a) and 7(a) of 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. Upon the filing of UCC financing statements in proper form, and delivery to the Agent of all possessory collateral required to be delivered Liens granted by the Security Agreement and/or Borrower under the obtaining of “control” (as defined Collateral Documents will constitute perfected security interests in the UCC) by the Agent (or, so long as the ABL Intercreditor Agreement is in effect and the ABL Agent is acting as agent for the Agent pursuant thereto for purposes of obtaining possession of or establishing control over certain Collateral, to or by the ABL Agent), the Agent will have a perfected Lien on, and security interest in, to and under all right, title and interest of the grantors thereunder Borrower in all Collateral (other than those DDAs for which such Recordable Intellectual Property to the Agents have not required a Blocked Account Agreement) extent that security interests therein may be perfected by such filings, prior to all Liens of others therein except Permitted Liens. Except for (i) the filing of such UCC financing statements, (ii) such Intellectual Property Filings and (iii) the due recordation of the Mortgages, no registration, recordation or filing with any governmental body, agency or official is required in connection with the execution or delivery of the Collateral Documents or is necessary for the validity or enforceability thereof or for the perfection or due recordation of the Liens granted by the Borrower under the UCC (in effect on Collateral Documents or for the date this representation is made) by filing, recording or registering a financing statement or by obtaining control or possession, in each case prior and superior in right to any other Person to the extent required by the Financing Agreements, subject to Permitted Liens having priority under applicable Lawenforcement of such Liens. (bc) When The Mortgages are effective to create in favor of the Security Agreement Collateral Agent (for the 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 such Mortgages are filed or a short form thereof) in proper form is filed recorded in the United States Patent and Trademark Office and proper real estate filing or recording offices, the United States Copyright Office and when financing statements, releases and other filings in appropriate form are filed in Collateral Agent (for the offices specified on Schedule II benefit of the Security Agreement, the Agent Secured Parties) shall have a fully perfected Lien on, and security interest in, all right, title and interest of the applicable Loan Parties in such Mortgaged Property and, to the Intellectual Property Collateral (as defined in extent applicable, subject to Section 9-315 of the Security Agreement) in which a security interest may be perfected by filingUniform Commercial Code, 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 applicableproceeds thereof, in each case prior and superior in right to any other Person Person, other than with respect to the extent required rights of a Person pursuant to Liens expressly permitted by the Financing Agreements, subject to Permitted Section 6.02 and Liens having priority under applicable Law (it being understood that subsequent recordings in the United States Patent and Trademark Office and the United States Copyright Office may be necessary to perfect a Lien on registered trademarks, trademark applications and copyrights acquired by the Loan Parties after the Escrow Release Date)operation of law. (c) The Mortgages when granted shall create in favor of the Agent, for the benefit of the Secured Parties referred to therein, a legal, valid, continuing and enforceable first priority Lien in the Mortgaged Property (as defined in the Mortgages), the enforceability of which is subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law. Upon the filing or recording of the Mortgages in proper form with the appropriate Governmental Authorities and the payment of any mortgage recording taxes of fees, the Agent will have a perfected first priority Lien on, and security interest in, to and under all right, title and interest of the grantors thereunder in all Mortgaged Property that may be perfected by such filing or recording (including without limitation the proceeds of such Mortgaged Property), in each case prior and superior in right to any other Person to the extent required by the Financing Agreements, subject to Permitted Liens having priority under applicable Law.

Collateral Documents. (a) The U.S. Security Agreement creates (to the extent required hereby or by the applicable Collateral Documents) valid and perfected first priority liens on and/or security interests in all of the U.S. Collateral in favor of the AgentSecured Parties, for to the benefit extent set forth in and subject to the provisions hereof and of the Secured Parties referred to therein, a legal, valid, and enforceable security interest in the Collateral Documents (except as defined in the Security Agreement), the enforceability of which is subject to may be limited (x) by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights generally generally, (y) by the ICC Termination Act of 1995, as amended and subject to any other applicable governmental regulations and (z) by general equitable principles of equity, regardless of (whether considered in a proceeding enforcement is sought by proceedings in equity or at law. Upon the filing of UCC )), subject only to Permitted Liens and, when (i) financing statements are filed in proper form, and delivery the offices specified on Schedule 6 to the Perfection Certificate and (ii) upon the taking of possession or control by the Administrative Agent of all possessory collateral required the U.S. Collateral, with respect to which a security interest may be delivered perfected only by possession or control (which possession or control shall be given to the Administrative Agent to the extent possession or control by the Security Agreement and/or the obtaining of “control” (as defined in the UCC) Administrative Agent is required by the Agent (or, so long as U.S. Security Agreement) the ABL Intercreditor Agreement is in effect and the ABL Agent is acting as agent for the Agent pursuant thereto for purposes of obtaining possession of or establishing control over certain Collateral, to or Liens created by the ABL Agent), the Agent will have a U.S. Security Agreements shall constitute fully perfected Lien Liens on, and security interest interests in, to and under all right, title and interest of the grantors thereunder in all the U.S. Collateral (other than those DDAs for such U.S. Collateral in which the Agents have a security interest cannot required a Blocked Account Agreement) that may be perfected under the UCC (as in effect at the relevant time in the relevant jurisdiction), in each case subject to no Liens other than Permitted Liens. The Canadian Security Agreement creates (to the extent required hereby or by the applicable Collateral Documents) valid and perfected first priority liens on and/or security interests in all of the Collateral in favor of the Secured Parties, to the extent set forth in and subject to the provisions of the Collateral Documents, subject only to Permitted Liens and, when (i) financing statements and registrations are filed in the offices specified on Schedule 6 to the Canadian Perfection Certificate and (ii) upon the taking of possession or control by the Administrative Agent of the Collateral with respect to which a security interest may be perfected only by possession or control (which possession or control shall be given to the Administrative Agent to the extent possession or control by the Administrative Agent is required by the Canadian Security Agreement) the Liens created by the Canadian Security Agreements shall constitute fully perfected Liens on, and security interests in, all right, title and interest of the grantors in the Collateral (other than such Collateral in which a security interest cannot be perfected under the PPSA or the RPMRR), in each case subject to no Liens other than Permitted Liens. (b) Each Mortgage when duly executed is effective to create, in favor of the Administrative Agent, for its benefit and the benefit of the Secured Parties, legal, valid and enforceable Liens on, and security interests in, all of the Loan Parties’ right, title and interest in and to the Mortgaged Properties thereunder and the 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 law)), subject only to Permitted Liens or other Liens acceptable to the Administrative Agent, and when the Mortgages are filed in the offices specified on Schedule 6 to the Perfection Certificate, Canadian Perfection Certificate or any supplement to the Perfection Certificate or Canadian Perfection Certificate delivered on or prior to the date this representation hereof (or, in the case of any Mortgage executed and delivered on or prior to the date hereof in accordance with the provisions of §§9.13, 9.14 or 9.16, when such Mortgage is made) by filingfiled in the offices specified in the local counsel opinion delivered with respect thereto in accordance with the provisions of §§9.13, recording or registering a financing statement or by obtaining control or possession9.14 and 9.16), the Mortgages shall constitute fully perfected Liens on, and security interests in, all right, title and interest of the Loan Parties in the Mortgaged Properties and the proceeds thereof, in each case prior and superior in right to any other Person to the extent required person, other than Permitted Liens and Liens permitted by the Financing Agreements, subject to Permitted Liens having priority under applicable Law. (b) When the Security Agreement (or a short form thereof) in proper form is filed in the United States Patent and Trademark Office and the United States Copyright Office and when financing statements, releases and other filings in appropriate form are filed in the offices specified on Schedule II Mortgage. None of the Security Agreement, the Agent shall have a fully perfected Lien on, and security interest in, all right, title and interest of the applicable Loan Parties in the Intellectual Property Collateral (as defined in the 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 to the extent required by the Financing Agreements, subject to Permitted Liens having priority under applicable Law (it being understood that subsequent recordings in the United States Patent and Trademark Office and the United States Copyright Office may be necessary to perfect a Lien on registered trademarks, trademark applications and copyrights acquired by the Loan Parties after the Escrow Release Date). (c) The Mortgages when granted shall create in favor of the Agent, for the benefit of the Secured Parties referred to therein, a legal, valid, continuing and enforceable first priority Lien in the Mortgaged Property upon which a Building or Manufactured (as defined in Mobile) Home is located is a material real property or material to 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 operation of the Mortgages Borrowers’ business. A “Building” is defined by the Federal Emergency Management Agency in proper form connection with the appropriate Governmental Authorities National Flood Insurance Program to mean “a walled or roofed structure” and a “Manufactured (Mobile) Home” is defined by the payment of any mortgage recording taxes of feesFederal Emergency Management Agency in connection with the National Flood Insurance Program to mean “a structure built on a permanent chassis, the Agent will have a perfected first priority Lien ontransported to its site in one or more sections, and security interest in, affixed to and under all right, title and interest of the grantors thereunder in all Mortgaged Property that may be perfected by such filing or recording (including without limitation the proceeds of such Mortgaged Property), in each case prior and superior in right to any other Person to the extent required by the Financing Agreements, subject to Permitted Liens having priority under applicable Lawa permanent foundation”.

Collateral Documents. (a) The Security Agreement creates and each other Collateral Document (other than any Mortgages) executed and delivered by a Loan Party is effective to create in favor of the Collateral Agent, for the benefit of the Secured Parties referred to thereinParties, a legal, valid, binding and enforceable security interest in the Collateral described therein, except as enforceability may be limited by (as defined in the Security Agreement), the enforceability of which i) applicable Debtor Relief Laws and by general equitable principles (whether enforcement 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 sought by proceedings in equity or at law) and (ii) Foreign Obligor Enforceability Exceptions. Upon the filing of UCC financing statements in proper form, and delivery Subject to the Agent terms of all possessory collateral required to be delivered by Section 5.9(d) and except as otherwise provided under applicable Requirements of Law (including the UCC), in the case of (i) the Pledged Equity Interests described in the Security Agreement and/or Agreement, when any stock certificates representing such Pledged Equity Interests (and constituting “certificated securities” within the obtaining meaning of “control” (as defined in the UCC) by are delivered to the Agent Collateral Agent, (or, so long as the ABL Intercreditor Agreement is in effect and the ABL Agent is acting as agent for the Agent pursuant thereto for purposes of obtaining possession of or establishing control over certain Collateral, ii) Collateral with respect to or by the ABL Agent), the Agent will have which a perfected Lien on, and security interest in, to and under all right, title and interest of the grantors thereunder in all Collateral (other than those DDAs for which the Agents have not required a Blocked Account Agreement) that may be perfected under only by possession or control, upon the UCC (in effect on the date this representation is made) by filing, recording taking of possession or registering a financing statement or by obtaining control or possession, in each case prior and superior in right to any other Person to the extent required by the Financing AgreementsCollateral Agent of such Collateral, subject to Permitted Liens having priority under applicable Law. and (biii) When the Security Agreement (or a short form thereof) in proper form is filed other personal property Collateral described in the United States Patent and Trademark Office and the United States Copyright Office and Collateral Documents, when financing statements, releases and other filings statements in appropriate form are filed in the offices appropriate filing offices, appropriate assignments or notices are filed in each applicable IP US-DOCS\73723759.13 Office and such other filings as are specified on Schedule II of by the Security AgreementAgreement have been completed, the Agent Lien on the Collateral created by the Security Agreement shall have constitute a fully perfected Lien on, and security interest in, all right, title and interest of the applicable Loan Parties in the Intellectual Property Collateral (as defined in the 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 Officesuch Collateral, as applicablesecurity for the Obligations, in each case prior and superior in right to the Liens of any other Person to the extent required by the Financing Agreements, subject to (except Permitted Liens having priority under applicable Law (it being understood that subsequent recordings in the United States Patent and Trademark Office and the United States Copyright Office may be necessary to perfect a Lien on registered trademarks, trademark applications and copyrights acquired by the Loan Parties after the Escrow Release DateLiens). (cb) The Each of the Mortgages when granted shall executed and delivered by a Loan Party is effective to create in favor of the Collateral Agent, for the benefit of the Secured Parties referred to thereinParties, a legal, valid, continuing binding and enforceable first priority Lien on the Mortgaged Properties described therein; and when the Mortgages are filed or recorded in the offices of the official records of the county where the applicable Mortgaged Property (as defined in the Mortgages)is located, 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 each Mortgage shall constitute a proceeding in equity or at law. Upon the filing or recording of the Mortgages in proper form with the appropriate Governmental Authorities and the payment of any mortgage recording taxes of fees, the Agent will have a fully perfected first priority Lien on, and security interest in, to and under all right, title and interest of the grantors thereunder Loan Parties in all the Mortgaged Property that may be perfected by such filing or recording Properties described therein, as security for the Obligations (including without limitation as defined in the proceeds of such Mortgaged Propertyrelevant Mortgage), in each case prior and superior in right to any other Person to the extent required (other than Persons holding Liens or other encumbrances or rights permitted by the Financing Agreementsrelevant Mortgage or the Loan Documents, subject to including Permitted Liens having priority under applicable LawLiens).

Collateral Documents. (a) Subject to laws affecting creditors’ rights generally, each Lien under each Collateral Document (other than the Pledge and Security Agreement) creates the Lien which it is expressed to create with the ranking and priority it is expressed to have over the property which it is expressed to apply, subject to the Permitted Liens. (b) The Pledge and Security Agreement creates is effective to create in favor of the Agent, Collateral Agent (for the benefit of the Secured Parties referred to therein, Parties) a legal, valid, valid and enforceable security interest in the Collateral described therein and proceeds thereof. In the case of (i) the pledged collateral described in the Pledge and Security Agreement, when certificates or promissory notes, as applicable, representing such pledged collateral are delivered to the Collateral Agent or the Collateral Representative (as defined in the Security Intercreditor Agreement), and(ii) the enforceability of Deposit Accounts (as defined in the Pledge and Security Agreement) a security interest in 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 required by the filing of UCC financing statements in proper form, and delivery to the Agent of all possessory collateral required Collateral Documents to be delivered perfected by the Security Agreement and/or the obtaining of “control” (as defined described in the UCCUniform Commercial Code as in effect in each applicable jurisdiction from time to time), upon the effectiveness of Control Agreements covering such Deposit Accounts and (iii) by in the case of the other Collateral described therein (other than Intellectual Property), when financing statements and other filings specified therein are filed in the offices specified in the schedules to the Pledge and Security Agreement, the Collateral Agent (or, so long as the ABL Intercreditor Agreement is in effect and the ABL Agent is acting as agent for the Agent pursuant thereto for purposes benefit of obtaining possession of or establishing control over certain Collateral, to or by the ABL Agent), the Agent will Secured Parties) shall have a perfected Lien on, and security interest in, to and under all right, title and interest of the grantors thereunder Credit Parties in all such Collateral (other than those DDAs for Intellectual Property, which is addressed in Section 4.17(c)) and, subject to Section 9-315 of the Agents have not required a Blocked Account Agreement) that may be perfected under the New York UCC (or any similar or equivalent legislation as in effect on from time to time in the date this representation is made) applicable jurisdiction), the proceeds thereof, as security for the Obligations to the extent perfection can be obtained by filingfiling UCC financing statements (or similar documents, recording or registering a financing statement or by obtaining control or possessionif any), in each case prior and superior in right to the Lien of any other Person Person, except for Permitted Liens, to the extent required by any such Permitted Lien would have priority over the Financing Agreements, subject Liens in favor of the Collateral Agent pursuant to Permitted Liens having priority under applicable Lawlaw or any contract). (bc) When In the case of Collateral (described in the Pledge and Security Agreement) that consists of Intellectual Property, when the Pledge and Security Agreement (or a short short-form thereof) in proper form version thereof is properly filed in the United States Patent and Trademark Office and the United States Copyright Office Office, and, with respect to Collateral in which a security interest cannot be perfected by such filings, upon the proper filing of the financing statements referred to in paragraph (b) of this Section 4.17, the Collateral Agent (for the benefit of the Secured Parties) shall have, solely if and when financing statements, releases to the extent that a Lien on and other security interest in such Intellectual Property can be perfected by such filings in appropriate form are filed in the offices specified on Schedule II of the Security Agreementsuch offices, the Agent shall have a fully perfected Lien on, and security interest in, all right, title and interest of the applicable Loan Credit Parties thereunder in the all such Intellectual Property Collateral (as defined in the 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 applicableStates, in each case prior and superior in right to the Lien of any other Person (except for Permitted Liens, to the extent required by any such Permitted Lien would have priority over the Financing Agreements, subject Liens in favor of the Collateral Agent pursuant to Permitted Liens having priority under applicable Law law or any contract) (it being understood that subsequent recordings in the United States Patent and Trademark Office and the United States Copyright Office may be necessary to perfect a Lien on registered trademarkstrademarks and patents, trademark and patent applications and registered copyrights and copyright applications applied for, acquired by or issued to the Loan Parties after the Escrow Release Date). (c) The Mortgages when granted shall create in favor of the Agent, for the benefit of the Secured Parties referred to therein, a legal, valid, continuing and enforceable first priority Lien in the Mortgaged Property Grantors (as defined in the MortgagesPledge and Security Agreement) after the Closing Date). Notwithstanding anything in this Agreement (including this Section 4.17) or in any other Credit Document to the contrary, no Credit Party makes any representation or warranty as to the enforceability effects of which is subject perfection or non-perfection or as to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ the 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 remedies of the Mortgages in proper form Agents or any Lender with the appropriate Governmental Authorities and the payment of any mortgage recording taxes of feesrespect thereto, the Agent will have a perfected first priority Lien on, and security interest in, to and under all right, title and interest of the grantors thereunder in all Mortgaged Property that may be perfected by such filing or recording (including without limitation the proceeds of such Mortgaged Property), in each case prior and superior in right to any other Person to the extent required by the Financing Agreements, subject to Permitted Liens having priority under applicable Lawforeign law.

Collateral Documents. (a) The As of the Closing Date, the Security Agreement creates is effective to create in favor of the Administrative Agent, for the ratable benefit of the Secured Parties referred to thereinLenders, a legal, valid, valid and enforceable Lien on and 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. Upon the filing of UCC financing statements in proper form, and delivery to the Agent of all possessory collateral required to be delivered by the Security Agreement and/or the obtaining of “control” (as defined in the UCC) by the Agent (or, so long as the ABL Intercreditor Agreement is in effect and the ABL Agent is acting as agent for the Agent pursuant thereto for purposes of obtaining possession of or establishing control over certain Collateral, to or by the ABL Agent), the Agent will have a perfected Lien on, and security interest in, to and under all rightrights, title and interest of the grantors thereunder Credit Parties in all Collateral (other than those DDAs for which the Agents have not required a Blocked Account Agreement) that may be perfected under pledged securities described therein and, when certificates representing or constituting the UCC (pledged securities described in effect on the date this representation is made) by filing, recording or registering a financing statement or by obtaining control or possession, in each case prior and superior in right to any other Person to the extent required by the Financing Agreements, subject to Permitted Liens having priority under applicable Law. (b) When the Security Agreement (or are delivered to the Administrative Agent, such security interest shall constitute a short form thereof) in proper form is filed in the United States Patent and Trademark Office and the United States Copyright Office and when financing statements, releases and other filings in appropriate form are filed in the offices specified on Schedule II of the Security Agreement, the Agent shall have a fully perfected first Lien on, and security interest in, all right, title and interest of the applicable Loan pledgor party thereto in the pledged securities described therein (to the extent such matter is governed by the law of the United States or a jurisdiction therein). No filings or recordings are required in order to perfect the security interest created in the pledged securities described in the Security Agreement and the proceeds thereof other than filings on Form UCC-1 (which filings have been made) and no consent of any Person including any other general or limited partner, any other member of a limited liability company, any other shareholder or any other trust beneficiary is necessary or desirable in connection with the creation, perfection or first priority status of the security interest of the Administrative Agent in any pledged securities or the exercise by the Administrative Agent of the voting or other rights provided for in the Security Agreement or the exercise of remedies in respect thereof. (b) As of the Closing Date, the Security Agreement is effective to create in favor of the Administrative Agent, for the ratable benefit of the Lenders, a legal, valid and enforceable Lien on and security interest in all right, title and interest of the Credit Parties in the Intellectual Property Collateral collateral described therein (as defined to the extent such matter is governed by the law of the United States or a jurisdiction therein), and UCC financing statements have been filed in each of the jurisdictions listed on Schedule 5.15(b), or arrangements have been made for such filing in such jurisdictions, and upon such filing or such other filings referenced in subsection 5.15(d), and upon the taking of possession or control by the Administrative Agent of any such collateral the security interests in which may be perfected only by possession or control (to the extent possession or control by the Administrative Agent is required by the Security Agreement) ), such security interests, subject to the existence of Permitted Liens, constitute perfected first priority Liens on, and security interests in, all right, title and interest of the debtor party thereto in which the collateral described therein, except to the extent that a security interest may cannot be perfected therein by filing, recording or registering the filing of a security agreement, financing statement or analogous document the taking of possession under the UCC of the relevant jurisdiction (or, if a security interest can be perfected only by possession or control, to the extent possession or control by the Administrative Agent is not required pursuant to the Security Agreement). Each Credit Party has good and marketable title (or, in the case of Intellectual Property, a valid license) to all Collateral pledged by it under the Security Agreement, free and clear of all Liens except those described above in this clause (b) and except for Permitted Liens. (c) Each Mortgage is effective to create in favor of the Administrative Agent, for the ratable benefit of the Lenders, a legal, valid and enforceable security interest in and Lien on the rights, title and interest of the applicable Credit Party thereto in the collateral described therein, and upon proper recording the Mortgages in the jurisdictions listed on Schedule 5.13 (or, in the case of a Mortgage delivered pursuant to subsection 7.9, the jurisdiction in which the property covered by such Mortgage is located), such security interests and Lien will, subject to the existence of Permitted Encumbrances, constitute first priority liens on, and perfected security interests in, all rights, title and interest of the debtor party thereto in the collateral described therein. (d) The recordation of the Security Agreement (or a short form thereof) in U.S. Patents and Trademarks in the United States Patent and Trademark Office or together with filings on Form UCC-1 made pursuant to the United States Copyright OfficeSecurity Agreement are effective, under applicable law, to perfect the security interest, as applicablecollateral security for the payment and performance of the Loans and the other Obligations, in each case prior and superior in right to any other Person granted to the extent required by Administrative Agent for the Financing Agreements, subject to Permitted Liens having priority under applicable Law (it being understood that subsequent recordings benefit of the Lenders in the United States Patent registered trademarks and Trademark Office patents covered by such Security Agreement in U.S. Patents and Trademarks and the recordation of the Security Agreement in U.S. Copyrights with the United States Copyright Office may be necessary together with filings on Form UCC-1 made pursuant to the Security Agreement are effective under federal law to perfect a Lien on the security interest, as collateral security for the payment and performance of the Loans and the other Obligations, granted to the Administrative Agent for the benefit of the Lenders in the registered trademarks, trademark applications and copyrights acquired covered by the Loan Parties after the Escrow Release Date)such Security Agreement in U.S. Copyrights. (ce) The Mortgages when granted shall As of the Closing Date, the Security Agreement is effective to create in favor of the Administrative Agent, for the ratable benefit of the Secured Parties referred to thereinLenders, a legal, valid, continuing valid and enforceable first priority Lien on and security interest in all rights, title and interest of the Credit Parties in the Mortgaged Property Commercial Motor Vehicles (as such term is defined in the Mortgages)Security Agreement) and any and all Accessions (as such term is defined in the UCC) thereto and notations on the Certificates of Title for each of the Commercial Motor Vehicles filed in each of the jurisdictions listed on Schedule 17 to the perfection certificate delivered pursuant to subsection 6.1(n) of the Original Credit Agreement have been made, the enforceability of which is and such security interests, subject to applicable bankruptcythe existence of Permitted Liens, 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 in proper form with the appropriate Governmental Authorities and the payment of any mortgage recording taxes of fees, the Agent will have a constitute perfected first priority Lien Liens on, and security interest interests in, to and under all right, title and interest of the grantors thereunder debtor party thereto in all Mortgaged Property that may be perfected by such filing or recording the Commercial Motor Vehicles and Accessions (including without limitation as defined in the proceeds of such Mortgaged Property), in each case prior and superior in right to any other Person to the extent required by the Financing Agreements, subject to Permitted Liens having priority under applicable LawUCC) thereto.

Collateral Documents. (a) The Guaranty and Security Agreement creates is effective to create in favor of the Agent, Administrative Agent for the ratable benefit of the Secured Parties referred to therein, a legal, valid, valid and enforceable security interest in the Collateral (as defined in the Security Agreementtherein), 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 when UCC financing statements in proper form, and delivery appropriate form are filed in the offices specified on Schedule 3 to the Agent of all possessory collateral required Guaranty and Security Agreement, the Liens created under the Guaranty and Security Agreement shall constitute a fully perfected Lien (to the extent that such Lien may be delivered perfected by the Security Agreement and/or the obtaining filing of “control” (as defined in the UCCa UCC financing statement) by the Agent (or, so long as the ABL Intercreditor Agreement is in effect and the ABL Agent is acting as agent for the Agent pursuant thereto for purposes of obtaining possession of or establishing control over certain Collateral, to or by the ABL Agent), 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 (other than those DDAs for which the Agents have not required a Blocked Account Agreement) that may be perfected under the UCC (in effect on the date this representation is made) by filing, recording or registering a financing statement or by obtaining control or possessionsuch Collateral, in each case prior and superior in right to any other Person Person, other than with respect to Liens expressly permitted by Section 7.2 which are prior as a matter of law. When the certificates evidencing all Capital Stock pledged pursuant to the extent required Guaranty and Security Agreement are delivered to the Administrative Agent, together with appropriate stock powers or other similar instruments of transfer duly executed in blank, the Liens in such Capital Stock shall be fully perfected first priority security interests, perfected by “control” as defined in the Financing Agreements, subject to Permitted Liens having priority under applicable LawUCC. (b) When the filings in subsection (a) of this Section are made and when, if applicable, the Patent Security Agreement (or a short form thereof) in proper form is Agreements and the Trademark Security Agreements are filed in the United States Patent and Trademark Office and the United States Copyright Office and when financing statements, releases and other filings in appropriate form Security Agreements are filed in the offices specified on Schedule II of the Security AgreementUnited States Copyright Office, the Agent Liens created under the Guaranty and Security Agreement shall have constitute a fully perfected Lien on, and security interest in, all right, title and interest of the applicable Loan Parties in the Intellectual Property Collateral (as defined in the Security Agreement) Patents, Trademarks and Copyrights, if any, 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 to the extent required by the Financing Agreements, subject to Permitted Liens having priority under applicable Law (it being understood that subsequent recordings in the United States Patent and Trademark Office and the United States Copyright Office may be necessary to perfect a Lien on registered trademarks, trademark applications and copyrights acquired by the Loan Parties after the Escrow Release Date)Person. (c) The Mortgages Each Mortgage (if any), when granted shall duly executed and delivered by the relevant Loan Party, will be effective to create in favor of the Agent, Administrative Agent for the ratable benefit of the Secured Parties referred to therein, a legal, valid, continuing valid and enforceable first priority Lien on all of such Loan Party’s right, title and interest in and to the Real Estate of such Loan Party covered thereby and the proceeds thereof, and when such Mortgage is filed in the real estate records where the respective Mortgaged Property (as defined in the Mortgages)is located, 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 such Mortgage shall constitute a proceeding in equity or at law. Upon the filing or recording of the Mortgages in proper form with the appropriate Governmental Authorities and the payment of any mortgage recording taxes of fees, the Agent will have a fully perfected first priority Lien on, and security interest in, to and under all right, title and interest of the grantors thereunder such Loan Party in all Mortgaged Property that may be perfected by such filing or recording (including without limitation Real Estate and the proceeds of such Mortgaged Property)thereof, in each case prior and superior in right to any other Person Person, other than with respect to the extent required Liens expressly permitted by Section 7.2 which are prior as a matter of law. (d) No Mortgage (if any) encumbers improved real property that is located in an area that has been identified by the Financing Agreements, subject to Permitted Liens Secretary of Housing and Urban Development as an area having priority special flood hazards and in which flood insurance has been made available under applicable Lawthe National Flood Insurance Act of 1968.

Collateral Documents. (1) The Corporation hereby agrees to execute and deliver, and to cause (i) each such Significant Subsidiary (other than the Target Company, Maricann B.V and Maricann GmbH) to execute and deliver, the Collateral Documents to which they are a party prior to or on the date of the Indenture, (ii) Maricann B.V. and Maricann GmbH to execute and deliver the Collateral Documents to which it is a party as soon as practicable following closing of the Offering and in any event no later than (30) Business Days after the execution of this Indenture and (iii) as it relates to the Target Company to execute and deliver the Collateral Documents to which it is a party as soon as practicable following the closing of the Proposed Acquisition and in any event no later than thirty (30) Business Days after the closing of the Proposed Acquisition, in each case as continuing collateral security for the due, prompt and complete payment, performance and satisfaction by the Corporation and such Significant Subsidiaries of all of their indebtedness, liabilities and obligations (whether present or future, direct or indirect, absolute or contingent, matured or unmatured, at any time due or accruing due, including any ultimate unpaid balance thereof, in any currency, and whether incurred prior to, at the time of or subsequent to the execution of this Indenture) to the Trustee and the holders of Debentures under and in respect of the Indenture Documents. (2) Without limiting the generality of the foregoing provision, the Corporation will ensure that: (a) The Security Agreement creates in favor the Debentures are secured by a first priority Lien over all Property of the AgentCorporation and any Significant Subsidiary, for subject to only Permitted Liens; and (b) the benefit Trustee will receive (i) where the Equity Interests of any Subsidiary of the Secured Parties referred Corporation or of any Significant Subsidiary are certificated, share or unit certificates representing such Equity Interests, duly endorsed in blank for transfer or attached to thereinduly executed stock transfer and powers of attorney; and (ii) where the Equity Interests of any Subsidiary of the Corporation or of any Significant Subsidiary are uncertificated, a legalcontrol or other similar agreements, validin each case, and enforceable security interest in order to ensure that the Collateral Trustee has control (as defined in the Security AgreementSecurities Transfer Act, 2006 (Ontario), the enforceability ) in respect 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 UCC financing statements in proper form, and delivery to the Agent of all possessory collateral required to be delivered by the Security Agreement and/or the obtaining of “control” (as defined in the UCC) by the Agent (or, so long as the ABL Intercreditor Agreement is in effect and the ABL Agent is acting as agent for the Agent pursuant thereto for purposes of obtaining possession of or establishing control over certain Collateral, to or by the ABL Agent), 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 (other than those DDAs for which the Agents have not required a Blocked Account Agreement) that may be perfected under the UCC (in effect on the date this representation is made) by filing, recording or registering a financing statement or by obtaining control or possession, in each case prior and superior in right to any other Person to the extent required by the Financing Agreements, subject to Permitted Liens having priority under applicable Lawsuch Equity Interests. (b3) When the Security Agreement (or a short form thereof) in proper form is filed in the United States Patent and Trademark Office and the United States Copyright Office and when financing statements, releases and other filings in appropriate form are filed in the offices specified on Schedule II The Collateral Documents shall be effective as of the Security Agreement, the Agent shall have a fully perfected Lien on, and security interest in, all right, title and interest date of this Indenture or as of the applicable Loan Parties in the Intellectual Property Collateral (as defined in the 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 Officedate granted, as applicable, in each case prior and superior in right to regardless of the date that that the Debentures are issued or the date on which any other Person money is advanced to the extent required by the Financing Agreements, subject to Permitted Liens having priority under applicable Law (it being understood that subsequent recordings in the United States Patent and Trademark Office and the United States Copyright Office may be necessary to perfect a Lien on registered trademarks, trademark applications and copyrights acquired by the Loan Parties after the Escrow Release Date). (c) The Mortgages when granted shall create in favor of the Agent, for the benefit of the Secured Parties referred to therein, a legal, valid, continuing and enforceable first priority Lien in the Mortgaged Property (as defined in the Mortgages), the enforceability of which is subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law. Upon the filing or recording of the Mortgages in proper form with the appropriate Governmental Authorities and the payment of any mortgage recording taxes of fees, the Agent will have a perfected first priority Lien on, and security interest in, to and under all right, title and interest of the grantors thereunder in all Mortgaged Property that may be perfected by such filing or recording (including without limitation the proceeds of such Mortgaged Property), in each case prior and superior in right to any other Person Corporation pursuant to the extent required by the Financing Agreements, subject to Permitted Liens having priority under applicable LawIndenture Documents.

Collateral Documents. The Collateral Documents, executed by the -------------------- Borrower, in appropriate form for recording, where necessary, together with: (a) The Security Agreement creates in favor copies of all UCC-1 financing statements to be filed, registered or recorded to perfect the security interests of the Administrative Agent, for the benefit of the Secured Parties referred to thereinBanks, a legal, valid, 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 evidence satisfactory to general principles of equitythe Administrative Agent that there will be filed, regardless of whether considered in a proceeding in equity registered or at law. Upon the filing of UCC recorded all financing statements in proper formand other filings, registrations and delivery recordings necessary and advisable to perfect the Agent of all possessory collateral required to be delivered by the Security Agreement and/or the obtaining of “control” (as defined in the UCC) by the Agent (or, so long as the ABL Intercreditor Agreement is in effect and the ABL Agent is acting as agent for the Agent pursuant thereto for purposes of obtaining possession of or establishing control over certain Collateral, to or by the ABL Agent), the Agent will have a perfected Lien on, and security interest in, to and under all right, title and interest Liens of the grantors thereunder in all Collateral (other than those DDAs for which the Agents have not required a Blocked Account Agreement) that may be perfected under the UCC (in effect on the date this representation is made) by filing, recording or registering a financing statement or by obtaining control or possession, in each case prior and superior in right to any other Person to the extent required by the Financing Agreements, subject to Permitted Liens having priority under applicable Law. (b) When the Security Agreement (or a short form thereof) in proper form is filed in the United States Patent and Trademark Office and the United States Copyright Office and when financing statements, releases and other filings in appropriate form are filed in the offices specified on Schedule II of the Security Agreement, the Agent shall have a fully perfected Lien on, and security interest in, all right, title and interest of the applicable Loan Parties in the Intellectual Property Collateral (as defined in the 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 to the extent required by the Financing Agreements, subject to Permitted Liens having priority under applicable Law (it being understood that subsequent recordings in the United States Patent and Trademark Office and the United States Copyright Office may be necessary to perfect a Lien on registered trademarks, trademark applications and copyrights acquired by the Loan Parties after the Escrow Release Date). (c) The Mortgages when granted shall create in favor of the Administrative Agent, for the benefit of the Secured Parties referred Banks, in accordance with applicable law; (b) written advice relating to thereinsuch Lien and judgment searches as the Administrative Agent shall have requested, a legal, valid, continuing and enforceable first priority Lien in such termination statements or other documents as may be necessary to confirm that the Mortgaged Property (as defined in the Mortgages), the enforceability of which Collateral is subject to applicable bankruptcyno other Liens in favor of any Persons (other than Permitted Liens); (c) evidence that all other actions necessary or, insolvencyin the reasonable opinion of the Administrative Agent or the Banks, reorganizationdesirable to perfect and protect the first priority security interest created by the Collateral Documents will be taken, moratorium or other laws affecting creditors’ rights generally and subject including the recording of each of the Deeds of Trust; (d) funds sufficient to general principles of equity, regardless of whether considered in a proceeding in equity or at law. Upon the pay any filing or recording of the Mortgages tax or fee in proper form connection with the appropriate Governmental Authorities any and all UCC-1 financing statements and the payment Deeds of any mortgage recording taxes Trust; (e) with respect to each Property, an A.L.T. A. Form B lender's policy of feestitle insurance, the Agent will have a perfected first priority Lien on, and security interest in, to and under all right, title and interest of the grantors thereunder in all Mortgaged Property that may be perfected by such filing or recording (including without limitation the proceeds of such Mortgaged Property), in each case prior and superior in right to any other Person to the extent available in the jurisdiction in which the applicable Property is located (or other form available in the jurisdiction in which the applicable Property is located and otherwise acceptable to the Administrative Agent and the Banks), or a binder therefor, issued by a title insurance company satisfactory to the Administrative Agent and the Banks (the Administrative Agent and the Banks hereby acknowledging that Commonwealth Title Insurance Company is acceptable) insuring (or undertaking to insure, in the case of a binder) that the applicable Deed of Trust creates and constitutes a valid first Lien encumbering such Property in favor of the Administrative Agent, subject only to exceptions reasonably acceptable to the Administrative Agent and the Banks, with such endorsements, affirmative insurance and reinsurance as the Administrative Agent or any Bank may reasonably request; (f) evidence that the Administrative Agent has been named as loss payee under all policies of casualty insurance, and as additional insured under all policies of liability insurance, required by this Agreement or the Financing Agreements, subject to Permitted Liens having priority under applicable Law.Deed of Trust; (h) current A.L.

Collateral Documents. (a) The Security Agreement creates Collateral Documents are effective to create in favor of the Agent, Collateral Agent for the benefit of the Secured Parties referred to therein, a legal, validvalid and enforceable second priority (to the extent such concept exists under applicable Law) Liens (subject to Liens permitted under the Loan Documents and any Liens and privileges arising mandatorily by Law) on, and enforceable security interest in interests in, the Collateral (except as defined in the Security Agreement), the such enforceability of which is subject to applicable bankruptcy, insolvency, reorganization, moratorium may be limited by Debtor Relief Laws or other laws Laws affecting creditors’ rights generally and subject to by general principles of equity, equity and principles of good faith and fair dealing (regardless of whether considered in a proceeding enforcement is sought in equity or at law. Upon the filing of UCC financing statements in proper form); and, and delivery to the Agent of (i) when all possessory collateral required to be delivered by the Security Agreement and/or the obtaining of “control” (as defined appropriate filings or recordings are made in the UCC) by the Agent (or, so long appropriate offices as the ABL Intercreditor Agreement is in effect and the ABL Agent is acting as agent for the Agent pursuant thereto for purposes of obtaining possession of or establishing control over certain Collateral, to or by the ABL Agent), 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 (other than those DDAs for which the Agents have not required a Blocked Account Agreement) that may be perfected required under the UCC applicable Laws (in effect on the date this representation is made) by filing, recording which filings or registering a financing statement or by obtaining control or possession, in each case prior and superior in right to any other Person recordings shall be made to the extent required by any Collateral Document) and (ii) upon the Financing Agreementstaking of possession or control by the Collateral Agent of such Collateral with respect to which a security interest may be perfected only by possession or control (which possession or control shall be given to the Collateral Agent to the extent required by any Collateral Document), subject to Permitted Liens having priority under applicable Law. (b) When the Security Agreement (or a short form thereof) in proper form is filed in the United States Patent and Trademark Office and the United States Copyright Office and when financing statements, releases and other filings in appropriate form are filed in the offices specified on Schedule II of the Security Agreement, the Agent shall have a such Collateral Document will constitute fully perfected Lien Liens on, and security interest interests in, all right, title and interest of the applicable Loan Parties in such Collateral, in each case subject to no Liens other than the Intellectual Property Collateral applicable Liens permitted under the Loan Documents and any Liens and privileges arising mandatorily by Law. Notwithstanding anything to the contrary herein, until the Discharge of Senior Lien Obligations (as defined in the Security Intercreditor Agreement) shall have occurred, any representation or warranty made in this Agreement with respect to delivery to the Administrative Agent of any Collateral, the security interest in which a security interest may be perfected only by filingpossession or control, recording shall be deemed satisfied by the delivery and possession 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 control of such Collateral to the extent required by the Financing Agreements, subject to Permitted Liens having priority under applicable Law (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 First Lien on registered trademarks, trademark applications and copyrights acquired by the Loan Parties after the Escrow Release Date). (c) The Mortgages when granted shall create in favor of the Agent, Agent as bailee for the benefit of the Secured Parties referred to therein, a legal, valid, continuing and enforceable first priority Lien in the Mortgaged Property (as defined in the Mortgages), the enforceability of which is subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law. Upon the filing or recording of the Mortgages in proper form with the appropriate Governmental Authorities and the payment of any mortgage recording taxes of fees, the Agent will have a perfected first priority Lien on, and security interest in, to and under all right, title and interest of the grantors thereunder in all Mortgaged Property that may be perfected by such filing or recording (including without limitation the proceeds of such Mortgaged Property), in each case prior and superior in right to any other Person to the extent required by the Financing Agreements, subject to Permitted Liens having priority under applicable LawParties.

Collateral Documents. (a) The Upon execution and delivery thereof by the parties thereto and the making of Loans hereunder, the Security Agreement creates will be effective to create in favor of the Administrative Agent, for the ratable benefit of the Secured Parties referred to thereinLenders, a legal, valid, valid and enforceable Lien on and 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. Upon the filing of UCC financing statements in proper form, and delivery to the Agent of all possessory collateral required to be delivered by the Security Agreement and/or the obtaining of “control” (as defined in the UCC) by the Agent (or, so long as the ABL Intercreditor Agreement is in effect and the ABL Agent is acting as agent for the Agent pursuant thereto for purposes of obtaining possession of or establishing control over certain Collateral, to or by the ABL Agent), the Agent will have a perfected Lien on, and security interest in, to and under all rightrights, title and interest of the grantors thereunder Credit Parties in all Collateral (other than those DDAs for which the Agents have not required a Blocked Account Agreement) that may be perfected under pledged securities described therein and, when certificates representing or constituting the UCC (pledged securities described in effect on the date this representation is made) by filing, recording or registering a financing statement or by obtaining control or possession, in each case prior and superior in right to any other Person to the extent required by the Financing Agreements, subject to Permitted Liens having priority under applicable Law. (b) When the Security Agreement (or are delivered to the Administrative Agent, such security interest shall constitute a short form thereof) in proper form is filed in the United States Patent and Trademark Office and the United States Copyright Office and when financing statements, releases and other filings in appropriate form are filed in the offices specified on Schedule II of the Security Agreement, the Agent shall have a fully perfected first Lien on, and security interest in, all right, title and interest of the applicable Loan pledgor party thereto in the pledged securities described therein (to the extent such matter is governed by the law of the United States or a jurisdiction therein). No filings or recordings are required in order to perfect the security interest created in the pledged securities described in the Security Agreement and the proceeds thereof other than filings on Form UCC-1 (which filings have been made) and no consent of any Person including any other general or limited partner, any other member of a limited liability company, any other shareholder or any other trust beneficiary is necessary or desirable in connection with the creation, perfection or first priority status of the security interest of the Administrative Agent in any pledged securities or the exercise by the Administrative Agent of the voting or other rights provided for in the Security Agreement or the exercise of remedies in respect thereof. (b) Upon execution and delivery thereof by the parties thereto and the making of Loans hereunder, the Security Agreement will be effective to create in favor of the Administrative Agent, for the ratable benefit of the Lenders, a legal, valid and enforceable Lien on and security interest in all right, title and interest of the Credit Parties in the Intellectual Property Collateral collateral described therein (as defined to the extent such matter is governed by the law of the United States or a jurisdiction therein), and UCC financing statements have been filed in each of the jurisdictions listed on Schedule 5.15(b), or arrangements have been made for such filing in such jurisdictions, and upon such filing or such other filings referenced in subsection 5.15(d), and upon the taking of possession or control by the Administrative Agent of any such collateral the security interests in which may be perfected only by possession or control (to the extent possession or control by the Administrative Agent is required by the Security Agreement) ), such security interests will, subject to the existence of Permitted Liens, constitute perfected first priority Liens on, and security interests in, all right, title and interest of the debtor party thereto in which the collateral described therein, except to the extent that a security interest may cannot be perfected therein by filing, recording or registering the filing of a security agreement, financing statement or analogous document the taking of possession under the UCC of the relevant jurisdiction (or, if a security interest can be perfected only by possession or control, to the extent possession or control by the Administrative Agent is not required pursuant to the Security Agreement). Each Credit Party has good and marketable title (or, in the case of Intellectual Property, a valid license) to all Collateral pledged by it under the Security Agreement, free and clear of all Liens except those described above in this clause (b) and except for Permitted Liens. (c) Upon execution and delivery thereof by the relevant Credit Party, each Mortgage will be effective to create in favor of the Administrative Agent, for the ratable benefit of the Lenders, a legal, valid and enforceable security interest in and Lien on the rights, title and interest of the applicable Credit Party thereto in the collateral described therein, and upon proper recording the Mortgages in the jurisdictions listed on Schedule 5.13 (or, in the case of a Mortgage delivered pursuant to subsection 7.9, the jurisdiction in which the property covered by such Mortgage is located), such security interests and Lien will, subject to the existence of Permitted Encumbrances, constitute first priority liens on, and perfected security interests in, all rights, title and interest of the debtor party thereto in the collateral described therein. (d) The recordation of the Security Agreement (or a short form thereof) in U.S. Patents and Trademarks in the United States Patent and Trademark Office or together with filings on Form UCC-1 made pursuant to the United States Copyright OfficeSecurity Agreement are effective, under applicable law, to perfect the security interest, as applicablecollateral security for the payment and performance of the Loans and the other Obligations, in each case prior and superior in right to any other Person granted to the extent required by Administrative Agent for the Financing Agreements, subject to Permitted Liens having priority under applicable Law (it being understood that subsequent recordings benefit of the Lenders in the United States Patent registered trademarks and Trademark Office patents covered by such Security Agreement in U.S. Patents and Trademarks and the recordation of the Security Agreement in U.S. Copyrights with the United States Copyright Office may be necessary together with filings on Form UCC-1 made pursuant to the Security Agreement are effective under federal law to perfect a Lien on the security interest, as collateral security for the payment and performance of the Loans and the other Obligations, granted to the Administrative Agent for the benefit of the Lenders in the registered trademarks, trademark applications and copyrights acquired covered by the Loan Parties after the Escrow Release Date)such Security Agreement in U.S. Copyrights. (ce) The Mortgages when granted shall Upon execution and delivery thereof by the parties thereto and the making of Loans hereunder, the Security Agreement will be effective to create in favor of the Administrative Agent, for the ratable benefit of the Secured Parties referred to thereinLenders, a legal, valid, continuing valid and enforceable first priority Lien on and security interest in all rights, title and interest of the Credit Parties in the Mortgaged Property Commercial Motor Vehicles (as such term is defined in the Mortgages)Security Agreement) and any and all Accessions (as such term is defined in the UCC) thereto and notations on the Certificates of Title for each of the Commercial Motor Vehicles filed in each of the jurisdictions listed on Schedule 17 to the perfection certificate delivered pursuant to subsection 6.1(n) have been made, or arrangements have been made for such filing in such jurisdictions, and upon the enforceability making of which is such notation, such security interests will, subject to applicable bankruptcythe existence of Permitted Liens, 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 in proper form with the appropriate Governmental Authorities and the payment of any mortgage recording taxes of fees, the Agent will have a constitute perfected first priority Lien liens on, and security interest interests in, to and under all right, title and interest of the grantors thereunder debtor party thereto in all Mortgaged Property that may be perfected by such filing or recording the Commercial Motor Vehicles and Accessions (including without limitation as defined in the proceeds of such Mortgaged Property), in each case prior and superior in right to any other Person to the extent required by the Financing Agreements, subject to Permitted Liens having priority under applicable LawUCC) thereto.

Collateral Documents. (a) The Security Upon execution and delivery thereof by the parties thereto, the Collateral Agreement creates will be effective to create in favor of the Administrative Agent, for the ratable benefit of the Secured Parties referred to thereinLenders, a legal, valid, valid and enforceable security interest in the Collateral pledged stock described therein (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. Upon the filing of UCC financing statements in proper form, and delivery to the Agent of all possessory collateral required to be delivered by the Security Agreement and/or the obtaining of “control” (as defined in the UCC) by the Agent (or, so long as the ABL Intercreditor Agreement is in effect and the ABL Agent is acting as agent for the Agent pursuant thereto for purposes of obtaining possession of or establishing control over certain Collateral, to or by the ABL Agent), 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 (other than those DDAs for which the Agents have not required a Blocked Account Agreement) that may be perfected under the UCC (in effect on the date this representation is made) by filing, recording or registering a financing statement or by obtaining control or possession, in each case prior and superior in right to any other Person to the extent required such matter is governed by the Financing Agreements, subject to Permitted Liens having priority under applicable Law. (b) When the Security Agreement (or a short form thereof) in proper form is filed in law of the United States Patent and Trademark Office and or a jurisdiction therein) and, when stock certificates representing or constituting the United States Copyright Office and when financing statements, releases and other filings in appropriate form are filed pledged stock described in the offices specified on Schedule II of Collateral Agreement are delivered to the Security AgreementAdministrative Agent, the Agent such security interest shall have constitute a fully perfected Lien first lien on, and security interest in, all right, title and interest of the applicable Loan Parties pledgor party thereto in the Intellectual Property Collateral pledged stock described therein (as defined in to the Security Agreement) in which a security interest may be perfected extent such matter is governed by filing, recording or registering a security agreement, financing statement or analogous document in the law of 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 to the extent required by the Financing Agreements, subject to Permitted Liens having priority under applicable Law (it being understood that subsequent recordings in the United States Patent and Trademark Office and the United States Copyright Office may be necessary to perfect a Lien on registered trademarks, trademark applications and copyrights acquired by the Loan Parties after the Escrow Release Datejurisdiction therein). (cb) The Mortgages when granted shall Upon execution and delivery thereof by the parties thereto, the Collateral Agreement will be effective to create in favor of the Administrative Agent, for the ratable benefit of the Secured Parties referred to thereinLenders, a legal, valid, continuing valid and enforceable first priority Lien security interest in the Mortgaged Property collateral described therein (as defined in to the Mortgagesextent such matter is governed by the law of the United States or a jurisdiction therein), and Uniform Commercial Code financing statements have been filed in each of the enforceability jurisdictions listed on Schedule 5.15(b), or arrangements have been made for such filing in such jurisdictions, and upon such filing, and upon the taking of possession by the Administrative Agent of any such collateral the security interests in which is may be perfected only by possession, such security interests will, subject to applicable bankruptcythe existence of Permitted Liens, 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 in proper form with the appropriate Governmental Authorities and the payment of any mortgage recording taxes of fees, the Agent will have a constitute perfected first priority Lien liens on, and security interest interests in, to and under all right, title and interest of the grantors thereunder debtor party thereto in all Mortgaged Property that may be perfected by such filing or recording (including without limitation the proceeds of such Mortgaged Property)collateral described therein, in each case prior and superior in right to any other Person except to the extent required that a security interest cannot be perfected therein by the Financing Agreementsfiling of a financing statement or the taking of possession under the Uniform Commercial Code of the relevant jurisdiction. (c) Upon execution and delivery thereof by the Borrower, each Mortgage will be effective to create in favor of the Administrative Agent, for the ratable benefit of the Lenders, a legal, valid and enforceable security interest in the collateral described therein, and upon recording the Mortgages in the jurisdictions listed on Schedule 5.13 (or, in the case of a Mortgage delivered pursuant to subsection 7.9, the jurisdiction in which the property covered by such Mortgage is located), such security interests will, subject to the existence of Permitted Liens having priority under applicable LawLiens, constitute first liens on, and perfected security interests in, all rights, title and interest of the debtor party thereto in the collateral described therein.

Collateral Documents. (a) The Security Agreement creates Collateral Documents will be effective to create (and will create) in favor of the AgentCollateral Agent (in its capacity as bailee and agent for the Secured Parties pursuant to the Collateral Trust Agreement), for the benefit of the Secured Parties referred to thereinParties, a legal, valid, enforceable 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. Upon the filing of UCC financing statements in proper form, and delivery to the Agent of all possessory collateral required to be delivered by the Security Agreement and/or the obtaining of “control” (as defined in the UCC) by the Agent (or, so long as the ABL Intercreditor Agreement is in effect and the ABL Agent is acting as agent for the Agent pursuant thereto for purposes of obtaining possession of or establishing control over certain Collateral, to or by the ABL Agent), the Agent will have a fully perfected Lien Liens on, and security interest interests in, the Pledged Collateral, including the Pledged Collateral with respect to which a security interest may be perfected only by possession or control to the extent such possession or control has been given to the Collateral Agent (which possession or control has been given to the Collateral Agent (in its capacity as bailee and under agent for the Secured Parties pursuant to the Collateral Trust Agreement) to the extent possession or control by the Collateral Agent is required by each Collateral Document); provided that the only conditions required to be satisfied by the Administrative Agent are those set forth in Section 11.19(a)(i)-(vi). Upon the execution and delivery of the Collateral Trust Joinder and the satisfaction of each of the other applicable conditions of the Collateral Trust Agreement, the Liens created by the Collateral Documents shall constitute fully perfected Liens on, and security interests in, all right, title and interest of the grantors thereunder in all the Pledged Collateral (other than those DDAs for such Pledged Collateral in which the Agents have a security interest cannot required a Blocked Account Agreement) that may be perfected under the UCC as in effect at the relevant time in the relevant jurisdiction, in each case subject to no Liens other than Permitted Collateral Liens. (b) [Reserved.] (c) Upon the execution and delivery of the Collateral Trust Joinder and the satisfaction of each of the other applicable conditions of the Collateral Trust Agreement, each Mortgage (if any) will be effective to create, in favor of the Collateral Agent (in effect its capacity as bailee and agent for the Secured Parties pursuant to the Collateral Trust Agreement), for its benefit and the benefit of the Secured Parties, legal, valid and enforceable first priority Liens on, and security interests in, all of the Companies’ right, title and interest in and to the Mortgaged Properties thereunder and the proceeds thereof, subject only to Permitted Collateral Liens, and when the Mortgages are filed in the offices specified on Schedule 3.20(c) (or, in the case of any Mortgage executed and delivered after the date this representation thereof in accordance with the provisions of Sections 5.11 and 5.12, when such Mortgage is made) by filingfiled in the offices specified in the local counsel opinion delivered with respect thereto in accordance with the provisions of Sections 5.11 and 5.12), recording or registering a financing statement or by obtaining control or possessionthe Mortgages shall constitute fully perfected Liens on, and security interests in, all right, title and interest of the Companies in the Mortgaged Properties and the proceeds thereof, in each case prior and superior in right to any other Person person, other than Permitted Collateral Liens to the extent such possession or control has been given to the Collateral Agent; provided that the only conditions required to be satisfied by the Administrative Agent are those set forth in Section 11.19(a)(i)-(vi). (d) Upon the execution and delivery of the Collateral Trust Joinder and the satisfaction of each of the other applicable conditions of the Collateral Trust Agreement, each Collateral Document delivered pursuant to Sections 5.11 and 5.12 will, upon execution and delivery thereof, be effective to create in favor of the Collateral Agent (in its capacity as bailee and agent for the Secured Parties pursuant to the Collateral Trust Agreement), for the benefit of the Secured Parties, legal, valid and enforceable Liens on, and security interests in, all of the Loan Parties’ right, title and interest in and to the Pledged Collateral thereunder, and (i) when all appropriate filings or recordings are made in the appropriate offices as may be required under applicable Legal Requirements and (ii) upon the taking of possession or control by the Collateral Agent (in its capacity as bailee and agent for the Secured Parties pursuant to the Collateral Trust Agreement) of such Pledged Collateral with respect to which a security interest may be perfected only by possession or control (which such possession or control shall be given to the Collateral Agent to the extent required by any Collateral Document), the Financing Agreements, subject to Permitted Liens having priority under applicable Law. (b) When the Security Agreement (or a short form thereof) in proper form is filed in the United States Patent and Trademark Office and the United States Copyright Office and when financing statements, releases and other filings in appropriate form are filed in the offices specified on Schedule II favor of the Security AgreementCollateral Agent created under such Collateral Document will constitute valid, the Agent shall have a enforceable and fully perfected Lien first priority Liens on, and security interest interests in, all right, title and interest of the applicable Loan Parties in the Intellectual Property such Pledged Collateral, in each case subject to no Liens other than Permitted Collateral (as defined in the Security Agreement) Liens other than such Pledged Collateral in which a security interest may cannot be perfected by filing, recording or registering a security agreement, financing statement or analogous document under the UCC as in effect at the relevant time 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 to the extent required by the Financing Agreements, subject to Permitted Liens having priority under applicable Law (it being understood that subsequent recordings in the United States Patent and Trademark Office and the United States Copyright Office may be necessary to perfect a Lien on registered trademarks, trademark applications and copyrights acquired by the Loan Parties after the Escrow Release Date)relevant jurisdiction. (ce) The Mortgages when Upon the execution and delivery by ICO Services Limited to Bank of America in England and Wales of the Notice to Bank in Respect of a Charged Bank Account (the “Notice to Bank in Respect of a Charged Bank Account”) substantially in the form attached hereto as Exhibit K, the Notice to Bank in Respect of a Charged Bank Account may, and is intended by the parties, to be effective to improve the charge previously granted shall create under the Composite Debenture in favor of the AgentCollateral Agent (in its capacity as bailee and agent for the Secured Parties pursuant to the Collateral Trust Agreement), for the benefit of the Secured Parties referred to therein, a legal, valid, continuing and enforceable first priority Lien in the Mortgaged Property (as defined in the Mortgages), the enforceability of which is subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law. Upon the filing or recording of the Mortgages in proper form with the appropriate Governmental Authorities and the payment of any mortgage recording taxes of fees, the Agent will have a perfected first priority Lien on, and security interest in, to and under all right, title and interest of the grantors thereunder in all Mortgaged Property that may be perfected by such filing or recording (including without limitation the proceeds of such Mortgaged Property), in each case prior and superior in right to any other Person to the extent required by the Financing Agreements, subject to Permitted Liens having priority under applicable LawParties.

Collateral Documents. (a) The Security Agreement creates Each Collateral Document is effective to create in favor of the Agent, Administrative Agent (for the benefit of the Secured Parties referred to therein, Parties) a legal, valid, valid and enforceable security interest in the Collateral (as defined described therein and proceeds thereof to the fullest extent permitted under applicable law. As of the Effective Date, in the Security Agreement), case of 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 Pledged Collateral described in a proceeding in equity Collateral Document, when certificates or at law. Upon the filing of UCC financing statements in proper formpromissory notes, as applicable, representing such Pledged Collateral and delivery to the Agent of all possessory collateral required to be delivered by under the Security Agreement and/or applicable Collateral Document are delivered to the obtaining of “control” (as defined Administrative Agent, and in the UCC) by the Agent (or, so long as the ABL Intercreditor Agreement is in effect and the ABL Agent is acting as agent for the Agent pursuant thereto for purposes of obtaining possession of or establishing control over certain Collateral, to or by the ABL Agent), the Agent will have a perfected Lien on, and security interest in, to and under all right, title and interest case of the grantors thereunder other Collateral described in all such Collateral Document (other than those DDAs for which the Agents have not required a Blocked Account Agreement) that may be perfected under the UCC (in effect on the date this representation is made) by filingIntellectual Property), recording or registering a financing statement or by obtaining control or possession, in each case prior and superior in right to any other Person to the extent required by the Financing Agreements, subject to Permitted Liens having priority under applicable Law. (b) When the Security Agreement (or a short form thereof) in proper form is filed in the United States Patent and Trademark Office and the United States Copyright Office and when financing statements, releases statements and other filings specified in appropriate form the Perfection Certificate are filed in the offices specified on Schedule II in the Perfection Certificate, the Administrative Agent (for the benefit of the Security Agreement, the Agent Secured Parties) shall have a fully perfected Lien on, and security interest in, all right, title and interest of the applicable Loan Parties in such Collateral and, subject to Section 9-315 of the Intellectual Property Collateral (as defined in UCC, the 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 Officeproceeds thereof, as applicablesecurity for the Secured Obligations to the extent perfection in such Collateral can be obtained by filing UCC financing statements, in each case prior and superior in right to the Lien of any other Person person (except for Permitted Liens). (b) When the Guarantee and Collateral Agreement or an ancillary document thereunder is properly filed in the United States Patent and Trademark Office and the United States Copyright Office, and, with respect to Collateral in which a security interest cannot be perfected by such filings, upon the proper filing of the financing statements referred to in clause (a) above, the Administrative Agent (for the benefit of the Secured Parties) shall have a fully perfected (subject to exceptions arising from defects in the chain of title, which defects in the aggregate do not constitute a Material Adverse Effect hereunder) Lien on, and security interest in, all right, title and interest of the Loan Parties thereunder in the material domestic Intellectual Property included in the Collateral, in each case prior and superior in right to the extent required by the Financing AgreementsLien of any other person, subject to except for Permitted Liens having priority under applicable Law (it being understood that subsequent recordings in the United States Patent and Trademark Office and the United States Copyright Office may be necessary to perfect a Lien on material registered trademarkstrademarks and patents, trademark and patent applications and registered copyrights acquired by the Loan Parties after the Escrow Release Effective Date). (c) The Mortgages when granted shall create [Intentionally Omitted.] (d) Notwithstanding anything herein (including this Section 3.17) or in favor any other Loan Document to the contrary, neither the Borrower nor any other Loan Party makes any representation or warranty as to the effects of perfection or non-perfection, the Agent, for the benefit of the Secured Parties referred to therein, a legal, valid, continuing and enforceable first priority Lien in the Mortgaged Property (as defined in the Mortgages), or the enforceability of which is subject any pledge of or security interest in any Equity Interests of any Foreign Subsidiary, or as to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ the 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 remedies of the Mortgages in proper form Agents or any Lender with the appropriate Governmental Authorities and the payment of any mortgage recording taxes of feesrespect thereto, the Agent will have a perfected first priority Lien on, and security interest in, to and under all right, title and interest of the grantors thereunder in all Mortgaged Property that may be perfected by such filing or recording (including without limitation the proceeds of such Mortgaged Property), in each case prior and superior in right to any other Person to the extent required by the Financing Agreements, subject to Permitted Liens having priority under applicable Lawforeign law.

Collateral Documents. (a) The Guaranty and Security Agreement creates and each other Collateral Document is effective to create in favor of the Administrative Agent, for the ratable benefit of the Secured Parties, a legal, valid and enforceable security interest in the Collateral described therein and proceeds thereof to the extent such a security interest can be created by authentication of a written security agreement under Articles 8 and 9 of the UCC. In the case of certificated Capital Stock pledged pursuant to the Guaranty and Security Agreement, when certificates representing such Capital Stock are delivered to the Administrative Agent, and in the case of the other Collateral described in the Guaranty and Security Agreement or any other Collateral Document (other than deposit accounts and investment property) in which a Lien may be perfected by the filing of a financing statement, when financing statements are filed in the appropriate filing offices as specified in Article 9 of the UCC (which, as of the Closing Date, for each of the Loan Parties is the filing office set forth for each Loan Party on Schedule 3 to the Guaranty and Security Agreement), in each case, the Administrative Agent, for the benefit of the Secured Parties referred to thereinParties, a legal, valid, 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. Upon the filing of UCC financing statements in proper form, and delivery to the Agent of all possessory collateral required to be delivered by the Security Agreement and/or the obtaining of “control” (as defined in the UCC) by the Agent (or, so long as the ABL Intercreditor Agreement is in effect and the ABL Agent is acting as agent for the Agent pursuant thereto for purposes of obtaining possession of or establishing control over certain Collateral, to or by the ABL Agent), 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 (other than those DDAs for which the Agents have not required a Blocked Account Agreement) that may be perfected under the UCC (in effect on the date this representation is made) by filing, recording or registering a financing statement or by obtaining control or possession, in each case prior and superior in right to any other Person to the extent required by the Financing Agreements, subject to Permitted Liens having priority under applicable Law. (b) When the Security Agreement (or a short form thereof) in proper form is filed in the United States Patent and Trademark Office and the United States Copyright Office and when financing statements, releases and other filings in appropriate form are filed in the offices specified on Schedule II of the Security Agreement, the Agent shall have a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral (including such Capital Stock) and the proceeds thereof, as security for the Obligations, in each case prior and superior in right to any other Person (except for Specified Permitted Liens). In the case of Collateral that consists of deposit accounts (other than a Governmental Receivables Account) or investment property, when an Account Control Agreement is executed and delivered by all parties thereto with respect to such deposit accounts or investment property, the Administrative Agent, for the benefit of the Secured Parties, shall have a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral and the proceeds thereof, as security for the Obligations, prior and superior to any other Person (except for Specified Permitted Liens) except as provided under the applicable Account Control Agreement with respect to the financial institution party thereto. (b) When the filings in subsection (a) of this Section are made and when, if applicable, the Copyright Security Agreements are filed in the United States Copyright Office, the Administrative Agent, for the benefit of the Secured Parties, shall have a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in the Intellectual Property Collateral (as defined in the Copyrights subject to such Copyright Security Agreement) , if any, 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 to the extent required by the Financing Agreements, subject to (except for Specified Permitted Liens having priority under applicable Law (it being understood that subsequent recordings in the United States Patent and Trademark Office and the United States Copyright Office may be necessary to perfect a Lien on registered trademarks, trademark applications and copyrights acquired by the Loan Parties after the Escrow Release DateLiens). (c) The Mortgages when granted shall Each Mortgage, if any, is effective to create in favor of the Agent, Administrative Agent for the ratable benefit of the Secured Parties referred to therein, a legal, valid, continuing valid and enforceable first priority Lien on all of such Loan Party’s right, title and interest in and to the Real Estate of such Loan Party covered thereby and the proceeds thereof, and when such Mortgage is filed in the real estate records where the respective Mortgaged Property (as defined in the Mortgages)is located, 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 such Mortgage shall constitute a proceeding in equity or at law. Upon the filing or recording of the Mortgages in proper form with the appropriate Governmental Authorities and the payment of any mortgage recording taxes of fees, the Agent will have a fully perfected first priority Lien on, and security interest in, to and under all right, title and interest of the grantors thereunder such Loan Party in all Mortgaged Property that may be perfected by such filing or recording (including without limitation Real Estate and the proceeds of such Mortgaged Property)thereof, in each case prior and superior in right to any other Person to the extent required by the Financing AgreementsPerson, subject other than with respect to Permitted Liens having priority under applicable LawEncumbrances and Specified Permitted Liens.

Collateral Documents. (a) The Security Collateral Agreement creates is effective to create in favor of the Administrative Agent, for the ratable benefit of the Secured Parties referred to thereinLenders, a legal, valid, valid and enforceable security interest in the Collateral pledged stock described therein (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. Upon the filing of UCC financing statements in proper form, and delivery to the Agent of all possessory collateral required to be delivered by the Security Agreement and/or the obtaining of “control” (as defined in the UCC) by the Agent (or, so long as the ABL Intercreditor Agreement is in effect and the ABL Agent is acting as agent for the Agent pursuant thereto for purposes of obtaining possession of or establishing control over certain Collateral, to or by the ABL Agent), 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 (other than those DDAs for which the Agents have not required a Blocked Account Agreement) that may be perfected under the UCC (in effect on the date this representation is made) by filing, recording or registering a financing statement or by obtaining control or possession, in each case prior and superior in right to any other Person to the extent required such matter is governed by the Financing Agreements, subject to Permitted Liens having priority under applicable Law. (b) When the Security Agreement (or a short form thereof) in proper form is filed in law of the United States Patent and Trademark Office and or a jurisdiction therein) and, when stock certificates representing or constituting the United States Copyright Office and when financing statements, releases and other filings in appropriate form are filed pledged stock described in the offices specified on Schedule II of Collateral Agreement are delivered to the Security AgreementAdministrative Agent, the Agent such security interest shall have constitute a fully perfected Lien first lien on, and security interest in, all right, title and interest of the applicable Loan Parties pledgor party thereto in the Intellectual Property Collateral pledged stock described therein (as defined in to the Security Agreement) in which a security interest may be perfected extent such matter is governed by filing, recording or registering a security agreement, financing statement or analogous document in the law of 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 to the extent required by the Financing Agreements, subject to Permitted Liens having priority under applicable Law (it being understood that subsequent recordings in the United States Patent and Trademark Office and the United States Copyright Office may be necessary to perfect a Lien on registered trademarks, trademark applications and copyrights acquired by the Loan Parties after the Escrow Release Datejurisdiction therein). (cb) The Mortgages when granted shall Each of the Collateral Agreement and the Canadian Collateral Agreement is effective to create in favor of the Administrative Agent, for the ratable benefit of the Secured Parties referred to thereinLenders, a legal, valid, continuing valid and enforceable first priority Lien security interest in the Mortgaged Property collateral described therein (to the extent such matter is governed by the law of the United States or a jurisdiction therein or Canada, as defined in the Mortgagesapplicable), and Uniform Commercial Code financing statements have been filed in each of the enforceability jurisdictions listed on Schedule 6.15(b), or arrangements have been made for such filing in such jurisdictions, and upon such filing, and upon the taking of possession by the Administrative Agent of any such collateral the security interests in which is may be perfected only by possession, such security interests will, subject to applicable bankruptcythe existence of Permitted Liens, 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 in proper form with the appropriate Governmental Authorities and the payment of any mortgage recording taxes of fees, the Agent will have a constitute perfected first priority Lien liens on, and security interest interests in, to and under all right, title and interest of the grantors thereunder debtor party thereto in all Mortgaged Property that may be perfected by such filing or recording (including without limitation the proceeds of such Mortgaged Property)collateral described therein, in each case prior and superior in right to any other Person except to the extent required that a security interest cannot be perfected therein by the Financing Agreementsfiling of a financing statement or the taking of possession under the Uniform Commercial Code of the relevant jurisdiction. (c) Upon execution and delivery thereof by the relevant Credit Party, each Mortgage will be effective to create in favor of the Administrative Agent, for the ratable benefit of the Lenders, a legal, valid and enforceable security interest in the collateral described therein, and upon recording the Mortgages in the jurisdictions listed on Schedule 6.13 (or, in the case of a Mortgage delivered pursuant to subsection 8.9, the jurisdiction in which the property covered by such Mortgage is located), such security interests will, subject to the existence of Permitted Liens having priority under applicable LawLiens, constitute first liens on, and perfected security interests in, all rights, title and interest of the debtor party thereto in the collateral described therein.

Collateral Documents. (ai) The Each of the Security Agreement creates and the Subsidiary Security Agreement is effective to create in favor of the Administrative Agent, for the benefit of the Secured Parties referred to thereinLenders, a legal, valid, valid and enforceable security interest in the Collateral described therein and proceeds thereof to the extent a security interest can be created by the execution and delivery of a security agreement under the Uniform Commercial Code. In the case of Capital Stock of a Subsidiary that constitutes Certificated Securities (as defined in the Security AgreementUniform Commercial Code), 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 UCC financing statements in proper form, and delivery when stock certificates representing such Capital Stock are delivered to the Administrative Agent of all possessory collateral required pursuant to be delivered by the Security Agreement and/or or the obtaining of “control” (as defined Subsidiary Security Agreement together with undated stock powers covering such certificates executed in the UCC) by the Agent (orblank, so long as the ABL Intercreditor Agreement is in effect and the ABL Agent is acting as agent for the Agent pursuant thereto for purposes of obtaining possession of or establishing control over certain Collateral, to or by the ABL Agent), 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 (other than those DDAs for which the Agents shall have not required a Blocked Account Agreement) that may be perfected under the UCC (in effect on the date this representation is made) by filing, recording or registering a financing statement or by obtaining control or possession, in each case prior and superior in right to any other Person granted to the extent required by the Financing Agreements, subject to Permitted Liens having priority under applicable Law. (b) When the Security Agreement (or a short form thereof) in proper form is filed in the United States Patent and Trademark Office and the United States Copyright Office and when financing statements, releases and other filings in appropriate form are filed in the offices specified on Schedule II of the Security Agreement, the Administrative Agent shall have a fully perfected Lien on, and security interest in, all right, title and interest of the applicable Loan Parties in the Intellectual Property Collateral Capital Stock of such Subsidiary (except as defined otherwise provided in the 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 Agreement or the United States Copyright OfficeSubsidiary Security Agreement with respect to the Capital Stock of any Foreign Subsidiary) and the proceeds thereof, as applicablesecurity for the Obligations, in each case prior and superior in right to any other Person (except Liens permitted by Section 6.15, and subject, in the case of Proceeds, to the extent required by the Financing Agreements, subject to Permitted Liens having priority applicable limitations under applicable Law (it being understood that subsequent recordings in the United States Patent and Trademark Office and the United States Copyright Office may be necessary to perfect a Lien on registered trademarks, trademark applications and copyrights acquired by the Loan Parties after the Escrow Release Date). (c) The Mortgages when granted shall create in favor Section 9-315 of the Agent, for Uniform Commercial Code). In the benefit case of the Secured Parties referred to therein, any Capital Stock of a legal, valid, continuing and enforceable first priority Lien in the Mortgaged Property Subsidiary that constitute General Intangibles or Uncertificated Securities (as defined in the MortgagesUniform Commercial Code), when financing statements in appropriate form are filed in the enforceability offices specified on Schedule 5.22 and, in the case of which is subject to applicable bankruptcyUncertificated Securities, 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 Administrative Agent has obtained "control" (within the meaning of the Mortgages in proper form with the appropriate Governmental Authorities and the payment Uniform Commercial Code) of any mortgage recording taxes of feessuch Uncertificated Securities, the grantors thereunder shall have granted to the Administrative Agent will have a fully perfected first priority Lien on, and security interest in, to and under all right, title and interest in such Collateral (except as otherwise provided in the Security Agreement or the Subsidiary Security Agreement with respect to the Capital Stock of any Foreign Subsidiary) and the grantors thereunder in all Mortgaged Property that may be perfected by such filing or recording (including without limitation Proceeds thereof, as security for the proceeds of such Mortgaged Property)Obligations, in each case prior and superior in right to any other Person (except Liens permitted by Section 6.15 and subject, in the case of Proceeds to the extent required by applicable limitations under Section 9-315 of the Financing AgreementsUniform Commercial Code). Schedule 5.22 specifies the locations in which to file the financing statements which may perfect a legal, subject valid and enforceable security interest in the Capital Stock of its Subsidiaries granted under the Security Agreement or Subsidiary Security Agreement in the Investment Property pursuant to Permitted Liens having priority under applicable LawSection 9-305(c) of the Uniform Commercial Code.