Common use of Collateral Matters Clause in Contracts

Collateral Matters. (i) The Borrower, on behalf of each Loan Party, (i) acknowledges and agrees that all pledges, grants of security interests and Liens and other obligations under the Term Loan Security Agreement, the Mortgages, each Account Control Agreement, the other Term Loan Collateral Documents and the other Loan Documents to which such Loan Party is a party are reaffirmed and remain in full force and effect on a continuous basis, (ii) reaffirms each Lien granted by such Loan Party to the Administrative Agent and/or Term Loan Collateral Agent for the benefit of the Secured Parties and (iii) acknowledges and agrees that the grants of security interests and Liens by contained in the Term Loan Security Agreement, the Mortgages, each Account Control Agreement and other Term Loan Collateral Documents are, and shall remain, in full force and effect on and after the date hereof. (ii) Until a Repayment Event has occurred, each Loan Party will promptly upon the written request by any Agent, or any Lender through the Administrative Agent, execute, acknowledge, deliver, record, re-record, file, re-file, register and re-register any and all such further acts, deeds, conveyances, pledge agreements, mortgages, landlord waivers, estoppel and consent agreements of lessors, deeds of trust, trust deeds, assignments, financing statements and continuations thereof, termination statements, notices of assignment, transfers, certificates, assurances and other instruments and amendments, modifications or supplements to any of the foregoing, in each case, as any Agent, or any Lender through the Administrative Agent, may reasonably require from time to time in order to (i) carry out more effectively the purposes of the Loan Documents, (ii) to the fullest extent permitted by applicable law, subject any Loan Party’s or any of its Subsidiaries’ properties, assets, rights or interests to the Liens now or hereafter intended to be covered by any of the Term Loan Collateral Documents and (iii) perfect and maintain the validity, effectiveness and priority of any of the Term Loan Collateral Documents and any of the Liens intended to be created thereunder.

Collateral Matters. (ia) The Borrower, on behalf of each Loan Party, (i) acknowledges and agrees that all pledges, grants of security interests and Liens and other obligations under the Term Loan Security Collateral Agreement, upon execution and delivery thereof by the Mortgagesparties thereto, each Account Control Agreementwill create in favor of the Collateral Agent, the other Term Loan Collateral Documents and the other Loan Documents to which such Loan Party is a party are reaffirmed and remain in full force and effect on a continuous basis, (ii) reaffirms each Lien granted by such Loan Party to the Administrative Agent and/or Term Loan Collateral Agent for the benefit of the Secured Parties Parties, a valid and enforceable security interest in the Collateral (as defined therein) and (iiii) acknowledges and agrees that when the grants of security interests and Liens by contained Collateral (as defined therein) constituting certificated securities (as defined in the Term Loan Security AgreementUniform Commercial Code) is delivered to the Collateral Agent, together with instruments of transfer duly endorsed in blank, the Mortgagessecurity interest created under the Collateral Agreement will constitute a fully perfected security interest in all right, each Account Control Agreement title and interest of the pledgors thereunder in such Collateral, prior and superior in right to any other Term Loan Collateral Documents arePerson, and shall remain(ii) when financing statements in appropriate form are filed in the applicable filing offices, the security interest created under the Collateral Agreement will constitute a fully perfected security interest in full force all right, title and effect on interest of the Loan Parties in the remaining Collateral (as defined therein) to the extent perfection can be obtained by filing Uniform Commercial Code financing statements, prior and after superior to the date hereofrights of any other Person, except for rights secured by Liens permitted by Section 6.02. (iib) Until a Repayment Event has occurredEach Mortgage, each Loan Party upon execution and delivery thereof by the parties thereto, will promptly upon create in favor of the written request by any Collateral Agent, or any Lender through for the Administrative Agentbenefit of the Secured Parties, executea legal, acknowledgevalid and enforceable security interest in all the applicable mortgagor’s right, deliver, record, re-record, file, re-file, register title and re-register any interest in and all such further acts, deeds, conveyances, pledge agreements, mortgages, landlord waivers, estoppel to the Mortgaged Properties subject thereto and consent agreements of lessors, deeds of trust, trust deeds, assignments, financing statements and continuations the proceeds thereof, termination statementssubject to applicable bankruptcy, notices insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of assignmentequity, transfersregardless of whether considered in a proceeding in equity or at law, certificatesand when the Mortgages have been filed in the jurisdictions specified therein, assurances the Mortgages will constitute a fully perfected security interest in all right, title and other instruments interest of the mortgagors in the Mortgaged Properties and amendmentsthe proceeds thereof, modifications or supplements prior and superior in right to any of the foregoingother Person, in each case, as any Agent, or any Lender through the Administrative Agent, may reasonably require from time but subject to time in order to (i) carry out more effectively the purposes of the Loan Documents, (ii) to the fullest extent Liens permitted by applicable law, subject any Loan Party’s or any of its Subsidiaries’ properties, assets, rights or interests to the Liens now or hereafter intended to be covered by any of the Term Loan Collateral Documents and (iii) perfect and maintain the validity, effectiveness and priority of any of the Term Loan Collateral Documents and any of the Liens intended to be created thereunderSection 6.02.

Collateral Matters. (ia) The Borrower, on behalf of each Loan Party, (i) acknowledges Pledge and agrees that all pledges, grants of security interests and Liens and other obligations under the Term Loan Security Agreement, upon execution and delivery thereof by the Mortgagesparties thereto, each Account Control Agreementwill continue in favor of the Collateral Agent, the other Term Loan Collateral Documents and the other Loan Documents to which such Loan Party is a party are reaffirmed and remain in full force and effect on a continuous basis, (ii) reaffirms each Lien granted by such Loan Party to the Administrative Agent and/or Term Loan Collateral Agent for the benefit of the Secured Parties Parties, the valid and enforceable security interest in the Collateral (as defined therein) which was initially created under the “Pledge and Security Agreement” (as defined in the Alon USA Energy Credit Agreement) and (iiii) acknowledges and agrees that when the grants of security interests and Liens by contained Collateral (as defined therein) constituting certificated securities (as defined in the Term Loan Security AgreementUCC) is delivered to the Collateral Agent, together with instruments of transfer duly endorsed in blank, the Mortgagessecurity interest created under the Pledge and Security Agreement will constitute a fully perfected security interest in all right, each Account Control Agreement title and interest of the pledgors thereunder in such Collateral, prior and superior in right to any other Term Loan Collateral Documents arePerson, and shall remain(ii) when this Agreement becomes effective, because financing statements in full force appropriate form were filed in the applicable filing offices in connection with the Closing Date, the security interest created under the Pledge and effect on Security Agreement will constitute a fully perfected security interest (relating back to the Closing Date) in all right, title and after interest of the date hereofCredit Parties in the remaining Collateral (as defined therein) to the extent perfection can be obtained by filing UCC financing statements, prior and superior in right to any other Person, except for rights secured by Permitted Liens. (iib) Until a Repayment Event has occurredEach Mortgage, each Loan Party upon execution and delivery thereof by the parties thereto, will promptly upon create in favor of the written request by any Collateral Agent, for the benefit of the Secured Parties, a legal, valid and enforceable security interest in all the applicable mortgagor’s right, title and interest in and to the Real Estate Asset subject thereto and the proceeds thereof, and when the Mortgages have been filed in the jurisdictions specified therein, the Mortgages will constitute a fully perfected security interest in all right, title and interest of the mortgagors in the Real Estate Assets subject thereto and the proceeds thereof, prior and superior in right to any other Person, but subject to the Permitted Liens and other rights of Governmental Authorities arising by operation of law. (c) Upon the recordation of the Intellectual Property Security Agreements with the United States Patent and Trademark Office or any Lender through the Administrative AgentUnited States Copyright Office, executeas applicable, acknowledge, deliver, record, re-record, file, re-file, register and re-register any and all such further acts, deeds, conveyances, pledge agreements, mortgages, landlord waivers, estoppel and consent agreements the filing of lessors, deeds of trust, trust deeds, assignments, the financing statements referred to in Section 4.22(a), the security interest created under the Pledge and continuations thereofSecurity Agreement will constitute a fully perfected security interest in all right, termination statements, notices of assignment, transfers, certificates, assurances title and other instruments and amendments, modifications or supplements to any interest of the foregoingCredit Parties in the Intellectual Property in which a security interest may be perfected by filing in the United States Patent and Trademark Office or United States Copyright Office, in each casecase prior and superior in right to any other Person, as but subject to Permitted Liens (it being understood that subsequent recordings in the United States Patent and Trademark Office or the United States Copyright Office may be necessary to perfect a security interest in such Intellectual Property acquired by the Credit Parties after the Closing Date). (d) Each Collateral Document, other than any Collateral Document referred to in the preceding paragraphs of this Section 4.22, 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, or any Lender through for the Administrative Agent, may reasonably require from time to time in order to (i) carry out more effectively the purposes benefit of the Loan DocumentsSecured Parties, (ii) a valid and enforceable security interest in the Collateral subject thereto, 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 fullest extent permitted by applicable law, subject any Loan Party’s or any of its Subsidiaries’ properties, assets, rights or interests to the Liens now or hereafter intended to be covered by any of the Term Loan Collateral Documents and (iii) perfect and maintain the validity, effectiveness and priority of any of the Term Loan Collateral Documents and any of the Liens intended to be created thereunderother Person, except for rights secured by Permitted Liens.

Collateral Matters. Subject to the Collateral and Guarantee Requirement: (ia) The Borrower, on behalf of each Loan Party, (i) acknowledges and agrees that all pledges, grants of security interests and Liens and other obligations under the Term Loan Security Each Collateral Agreement, upon execution and delivery thereof by the Mortgagesparties thereto, each Account Control Agreement, the other Term Loan Collateral Documents and the other Loan Documents to which such Loan Party is a party are reaffirmed and remain will create in full force and effect on a continuous basis, (ii) reaffirms each Lien granted by such Loan Party to favor of the Administrative Agent and/or Term Loan Collateral Agent Agent, for the benefit of the Secured Parties Parties, under the laws of the jurisdiction governing such Collateral Agreement, a legal, valid and enforceable security interest in the Collateral and (iiii) acknowledges and agrees that when the grants of security interests and Liens by contained Collateral (as defined in the Term Loan Security Collateral Agreement) constituting certificated securities (as defined in the Uniform Commercial Code) is delivered to the Administrative Agent in the State of New York, together with instruments of transfer duly endorsed in blank, the Mortgagessecurity interest created under the Collateral Agreement will constitute a fully perfected security interest in all right, each Account Control title and interest of the pledgors thereunder in such Collateral to the extent such security interest may be perfected by delivery of certificated securities, prior and superior in right to any other Person (other than Permitted Encumbrances that by operation of law or contract would have priority over the Obligations) and (ii) when financing statements in appropriate form are filed in the applicable filing offices, the security interest created under the Collateral Agreement will constitute a fully perfected security interest in all right, title and interest of the pledgors in the remaining Collateral (as defined therein) to the extent perfection can be obtained by filing Uniform Commercial Code financing statements, prior and superior to the rights of any other Term Loan Collateral Documents are, and shall remain, in full force and effect on and after the date hereofPerson (other than Liens permitted under Section 6.02). (iib) Until a Repayment Event has occurredIf and when executed and delivered, each Loan Party Mortgage, upon execution and delivery thereof by the parties thereto, will promptly upon the written request by any Agent, or any Lender through create in favor of the Administrative Agent, executefor the benefit of the Secured Parties, acknowledgea legal, delivervalid and enforceable lien on, recordor security interest in, re-recordas applicable, fileall the applicable mortgagor’s right, re-filetitle and interest in and to the Mortgaged Properties subject thereto and the proceeds thereof, register and re-register when the Mortgages have been filed in the jurisdictions specified therein, the Mortgages will constitute a valid first priority lien on, or fully perfected security interest in, as applicable, all right, title and interest of the mortgagors in the Mortgaged Properties and the proceeds thereof, prior and superior in right to any other Person, other than Liens permitted under Section 6.02. (c) Upon the recordation of the Collateral Agreement (or an IP Security Agreement in form and all such further actssubstance reasonably satisfactory to the Company and the Administrative Agent) with the United States Patent and Trademark Office or the United States Copyright Office, deedsas applicable, conveyances, pledge agreements, mortgages, landlord waivers, estoppel and consent agreements the filing of lessors, deeds of trust, trust deeds, assignments, the financing statements referred to in paragraph (a) of this Section 3.16, the security interest created under the Collateral Agreement will constitute a fully perfected security interest in all right, title and continuations thereof, termination statements, notices of assignment, transfers, certificates, assurances and other instruments and amendments, modifications or supplements to any interest of the foregoingLoan Parties in the Intellectual Property in which a security interest may be perfected by filing or recording in the United States of America, in each casecase prior and superior in right to any other Person, as any Agentother than Liens permitted under Section 6.02 (it being understood and agreed that subsequent recordings in the United States Patent and Trademark Office or the United States Copyright Office will be necessary to perfect a security interest in such Intellectual Property applied for, acquired or any Lender through developed by the applicable Loan Parties after the Closing Date). (d) Each Security Document, upon execution and delivery thereof by the parties thereto and the making of the filings and registrations with the applicable Governmental Authorities and taking of the other actions provided for therein, will be effective under applicable law to create in favor of the Administrative Agent, may reasonably require from time to time for the benefit of the Secured Parties, a legal, valid and enforceable Lien on, and security interest in, the Collateral subject thereto, and will constitute a fully perfected security interest in order to (i) carry out more effectively the purposes all right, title and interest of the Loan DocumentsParties in the Collateral subject thereto, (ii) prior and superior to the fullest extent permitted by applicable law, subject any Loan Party’s or any of its Subsidiaries’ properties, assets, rights or interests to the Liens now or hereafter intended to be covered by any of the Term Loan Collateral Documents and (iii) perfect and maintain the validity, effectiveness and priority of any of the Term Loan Collateral Documents and any of the other Person, except for rights secured by Liens intended to be created thereunderpermitted under Section 6.02.

Collateral Matters. (ia) The Borrower, on behalf of each Loan Party, (i) acknowledges and agrees that all pledges, grants of security interests and Liens and other obligations under the Term Loan Security Collateral Agreement, upon execution and delivery thereof by the Mortgagesparties thereto, each Account Control Agreement, the other Term Loan Collateral Documents and the other Loan Documents to which such Loan Party is a party are reaffirmed and remain will create in full force and effect on a continuous basis, (ii) reaffirms each Lien granted by such Loan Party to favor of the Administrative Agent and/or Term Loan Collateral Agent Agent, for the benefit of the Secured Parties Parties, a valid and enforceable security interest in the Collateral (as defined therein) and (iiii) acknowledges and agrees that when the grants of security interests and Liens by contained Collateral (as defined therein) constituting certificated securities (as defined in the Term Loan Security Agreement, the Mortgages, each Account Control Agreement and other Term Loan Collateral Documents are, and shall remain, in full force and effect on and after the date hereof. (iiUniform Commercial Code) Until a Repayment Event has occurred, each Loan Party will promptly upon the written request by any Agent, or any Lender through is delivered to the Administrative Agent, executetogether with instruments of transfer duly endorsed in blank, acknowledgethe security interest created under the Collateral Agreement will constitute a fully perfected security interest in all right, delivertitle and interest of the pledgors thereunder in such Collateral, record, re-record, file, re-file, register prior and re-register any and all such further acts, deeds, conveyances, pledge agreements, mortgages, landlord waivers, estoppel and consent agreements of lessors, deeds of trust, trust deeds, assignments, financing statements and continuations thereof, termination statements, notices of assignment, transfers, certificates, assurances and other instruments and amendments, modifications or supplements superior in right to any of the foregoing, other Person (in each case, subject to any Liens permitted under Section 6.02), and (ii) when financing statements in appropriate form are filed in the applicable filing offices, the security interest created under the Collateral Agreement will constitute a fully perfected security interest in all right, title and interest of the Guarantor Loan Parties in the remaining Collateral (as defined therein) to the extent perfection can be obtained by filing Uniform Commercial Code financing statements, prior and superior to the rights of any Agentother Person (in each case, subject to any Liens permitted under Section 6.02). (b) Upon the recordation of the IP Security Agreements with the United States Patent and Trademark Office or the United States Copyright Office, as applicable, and the filing of the financing statements referred to in paragraph (a) of this Section 3.14, the security interest created under the Collateral Agreement will constitute a fully perfected security interest in all right, title and interest of the Guarantor Loan Parties in the Intellectual Property included in the Collateral in which a security interest may be perfected by filing in the United States of America, in each case prior and superior in right to any Lender through other Person (in each case, subject to any Liens permitted under Section 6.02) (it being understood that subsequent recordings in the United States Patent and Trademark Office or the United States Copyright Office may be necessary to perfect a security interest in Intellectual Property acquired by the Guarantor Loan Parties after the Closing Date). (c) Each Security Document, other than any Security Document referred to in the preceding paragraphs of this Section 3.14, upon execution and delivery thereof by the parties thereto and the making of the filings and taking of the other actions provided for therein, will be effective under applicable law to create in favor of the Administrative Agent, may reasonably require from time to time in order to (i) carry out more effectively for the purposes benefit of the Secured Parties, a valid and enforceable security interest in the Collateral subject thereto, and will constitute a fully perfected security interest in all right, title and interest of the Guarantor Loan DocumentsParties in the Collateral subject thereto, (ii) prior and superior to the fullest extent permitted by applicable lawrights of any other Person (in each case, subject to any Loan Party’s or any of its Subsidiaries’ properties, assets, rights or interests to the Liens now or hereafter intended to be covered by any of the Term Loan Collateral Documents and (iii) perfect and maintain the validity, effectiveness and priority of any of the Term Loan Collateral Documents and any of the Liens intended to be created thereunderpermitted under Section 6.02).

Collateral Matters. (ia) The Borrower, on behalf of each Loan Party, (i) acknowledges and agrees that all pledges, grants of security interests and Liens and other obligations under the Term Loan Security Agreement, upon execution and delivery thereof by the Mortgagesparties thereto, each Account Control Agreementwill create in favor of the Collateral Agent, the other Term Loan Collateral Documents and the other Loan Documents to which such Loan Party is a party are reaffirmed and remain in full force and effect on a continuous basis, (ii) reaffirms each Lien granted by such Loan Party to the Administrative Agent and/or Term Loan Collateral Agent for the benefit of the Secured Parties Parties, a valid and enforceable (subject to enforceability that may be limited by Debtor Relief Laws or general principles of equity) security interest in the Collateral and (iiii) acknowledges when any 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 perfected security interest in all right, title and agrees that interest of the grants of pledgors thereunder in such Collateral, prior and superior to all other security interests in such Collateral, and Liens by contained (ii) when financing statements in appropriate form are filed in the Term Loan Security Agreementapplicable filing offices, the Mortgagessecurity interest created under the Security Agreement will constitute a perfected security interest in all right, each Account Control Agreement title and interest of the Loan Parties in the remaining Collateral to the extent perfection of a security interest in such Collateral can be obtained by filing UCC financing statements, prior and superior to all other Term Loan security interests in (x) such Collateral Documents are(other than Pledged Equity or Pledged Collateral (as such terms are defined in the Security Documents) evidenced by certificates), except in the case of Permitted Liens which are prior as a matter of law and shall remain(y) Pledged Equity or Pledged Collateral evidenced by certificates, except in full force and effect on and after the date hereofcase of Permitted Liens arising pursuant to any Legal Requirement. (iib) Until a Repayment Event has occurredEach Mortgage, each Loan Party upon execution and delivery thereof by the party or parties thereto, will promptly upon create in favor of the written request by any Collateral Agent, for the benefit of the Secured Parties, a valid and enforceable (subject to enforceability that may be limited by Debtor Relief Laws or any Lender through general principles of equity) Lien on all the Administrative Agentapplicable mortgagor’s right, execute, acknowledge, deliver, record, re-record, file, re-file, register title and re-register any interest in and all such further acts, deeds, conveyances, pledge agreements, mortgages, landlord waivers, estoppel to the applicable Mortgaged Property covered thereby and consent agreements of lessors, deeds of trust, trust deeds, assignments, financing statements and continuations the proceeds thereof, termination statementsand when such Mortgage has been filed in the jurisdiction(s) specified therein, notices such Mortgage will constitute a perfected Lien on all right, title and interest of assignmentthe mortgagors in the Mortgaged Property covered thereby and the proceeds thereof, transfers, certificates, assurances prior and other instruments and amendments, modifications or supplements superior to any other Liens except in the case of the foregoing, in each case, Permitted Liens which are prior as any Agent, or any Lender through the Administrative Agent, may reasonably require from time to time in order to (i) carry out more effectively the purposes a matter of the Loan Documents, (ii) to the fullest extent permitted by applicable law, subject any Loan Party’s or any of its Subsidiaries’ properties, assets, rights or interests to the Liens now or hereafter intended to be covered by any of the Term Loan Collateral Documents and (iii) perfect and maintain the validity, effectiveness and priority of any of the Term Loan Collateral Documents and any of the Liens intended to be created thereunder.

Collateral Matters. (ia) The Borrower, on behalf of each Loan Party, (i) acknowledges and agrees that all pledges, grants of security interests and Liens and other obligations under the Term Loan Security Agreement, upon execution and delivery thereof by the Mortgagesparties thereto, each Account Control Agreementwill create in favor of the Collateral Trustee, the other Term Loan Collateral Documents and the other Loan Documents to which such Loan Party is a party are reaffirmed and remain in full force and effect on a continuous basis, (ii) reaffirms each Lien granted by such Loan Party to the Administrative Agent and/or Term Loan Collateral Agent for the benefit of the Secured Parties Parties, a valid and enforceable security interest in the Collateral (as defined therein) and (iiii) acknowledges and agrees that when the grants of security interests and Liens by contained Collateral (as defined therein) constituting certificated securities (as defined in the Term Loan Security Agreement, the Mortgages, each Account Control Agreement and other Term Loan Collateral Documents are, and shall remain, in full force and effect on and after the date hereof. (iiUniform Commercial Code) Until a Repayment Event has occurred, each Loan Party will promptly upon the written request by any Agent, or any Lender through is delivered to the Administrative Agent, executetogether with instruments of transfer duly endorsed in blank, acknowledgethe security interest created under the Security Agreement will constitute a fully perfected security interest in all right, delivertitle and interest of the pledgors thereunder in such Collateral (as defined therein), recordprior and superior in right to any other Person (other than Permitted Encumbrances that by operation of law or contract would have priority over the Obligations), re-record, file, re-file, register and re-register any and all such further acts, deeds, conveyances, pledge agreements, mortgages, landlord waivers, estoppel and consent agreements of lessors, deeds of trust, trust deeds, assignments, (ii) when financing statements in appropriate form are filed in the applicable filing offices, the security interest created under the Security Agreement will constitute a fully perfected security interest in all right, title and continuations interest of the Loan Parties in the remaining Collateral (as defined therein) to the extent perfection can be obtained by filing Uniform Commercial Code financing statements, prior and superior to the rights of any other Person (other than Liens permitted under Section 6.02). (b) Each Mortgage, upon execution and delivery thereof by the parties thereto, will create in favor of the Collateral Trustee, for the benefit of the Secured Parties, a legal, valid and enforceable security interest in all the applicable mortgagor’s right, title and interest in and to the Mortgaged Properties subject thereto and the proceeds thereof, termination statementsand when the Mortgages have been filed in the jurisdictions specified therein, notices the Mortgages will constitute a fully perfected security interest in all right, title and interest of assignmentthe mortgagors in the Mortgaged Properties and the proceeds thereof, transfers, certificates, assurances prior and other instruments and amendments, modifications or supplements superior in right to any other Person, other than Liens permitted under Section 6.02. (c) Upon the recordation of the foregoingSecurity Agreement (or a short-form security agreement in form and substance reasonably satisfactory to the Borrower and the Administrative Agent) with the United States Patent and Trademark Office or the United States Copyright Office, as applicable, and the filing of the financing statements referred to in paragraph (a) of this Section 3.14, the security interest created under the Security Agreement will constitute a fully perfected security interest in all right, title and interest of the Loan Parties in the Intellectual Property (as defined in the Security Agreement) in which a security interest may be perfected by filing or recording in the United States of America, in each casecase prior and superior in right to any other Person, as any Agentother than Liens permitted under Section 6.02 (it being understood and agreed that subsequent recordings in the United States Patent and Trademark Office or the United States Copyright Office may be necessary to perfect a security interest in such Intellectual Property acquired or developed by the Loan Parties after the Effective Date). (d) Each Security Document, or any Lender through upon execution and delivery thereof by the Administrative Agentparties thereto and the making of the filings and taking of the other actions provided for therein, may reasonably require from time will be effective under applicable law to time create in order to (i) carry out more effectively favor of the purposes Collateral Trustee, for the benefit of the Secured Parties, a valid and enforceable security interest in the Collateral subject thereto, and will constitute a fully perfected security interest in all right, title and interest of the Loan DocumentsParties in the Collateral subject thereto, (ii) prior and superior to the fullest extent permitted by applicable law, subject any Loan Party’s or any of its Subsidiaries’ properties, assets, rights or interests to the Liens now or hereafter intended to be covered by any of the Term Loan Collateral Documents and (iii) perfect and maintain the validity, effectiveness and priority of any of the Term Loan Collateral Documents and any of the other Person, except for rights secured by Liens intended to be created thereunderpermitted under Section 6.02.

Collateral Matters. (ia) The BorrowerExcept during a Suspension Period, on behalf of each Loan Party, (i) acknowledges and agrees that all pledges, grants of security interests and Liens and other obligations under the Term Loan Security Collateral Agreement, upon execution and delivery thereof by the Mortgagesparties thereto, each Account Control Agreement, the other Term Loan Collateral Documents and the other Loan Documents to which such Loan Party is a party are reaffirmed and remain will create in full force and effect on a continuous basis, (ii) reaffirms each Lien granted by such Loan Party to favor of the Administrative Agent and/or Term Loan Collateral Agent Agent, for the benefit of the Secured Parties Parties, a valid and enforceable security interest in the Collateral (as defined therein) and (iiii) acknowledges and agrees that when the grants of security interests and Liens by contained Collateral (as defined therein) constituting certificated securities (as defined in the Term Loan Security Agreement, the Mortgages, each Account Control Agreement and other Term Loan Collateral Documents are, and shall remain, in full force and effect on and after the date hereof. (iiUniform Commercial Code) Until a Repayment Event has occurred, each Loan Party will promptly upon the written request by any Agent, or any Lender through is delivered to the Administrative Agent, executetogether with instruments of transfer duly endorsed in blank, acknowledgethe security interest created under the Collateral Agreement will constitute a fully perfected security interest in all right, delivertitle and interest of the pledgors thereunder in such Collateral, recordprior and superior in right to any other Person (other than Permitted Encumbrances that by operation of law or contract would have priority over the Obligations), re-record, file, re-file, register and re-register any and all such further acts, deeds, conveyances, pledge agreements, mortgages, landlord waivers, estoppel and consent agreements of lessors, deeds of trust, trust deeds, assignments, (ii) when financing statements in appropriate form are filed in the applicable filing offices, the security interest created under the Collateral Agreement will constitute a fully perfected security interest in all right, title and continuations thereof, termination interest of the Loan Parties in the remaining Collateral (as defined therein) to the extent perfection can be obtained by filing Uniform Commercial Code financing statements, notices prior and superior to the rights of assignmentany other Person (other than Liens permitted under Section 6.02 that by operation of law or contract would have priority over the Obligations). (b) Except during a Suspension Period, transfers, certificates, assurances and other instruments and amendments, modifications or supplements to any upon the recordation of the foregoingCollateral Agreement (or a short-form security agreement in form and substance reasonably satisfactory to Holdings and the Administrative Agent) with the United States Patent and Trademark Office or the United States Copyright Office, as applicable, and the filing of the financing statements referred to in paragraph (a) of this Section, the security interest created under the Collateral Agreement will constitute a fully perfected security interest in all right, title and interest of the Loan Parties in the Intellectual Property in which a security interest may be perfected by filing in the United States of America, in each casecase prior and superior in right to any other Person, as any Agentother than Permitted Encumbrances that by operation of law or contract would have priority over the Obligations (it being understood and agreed that subsequent recordings in the United States Patent and Trademark Office or the United States Copyright Office may be necessary to perfect a security interest in such Intellectual Property acquired by the Loan Parties after the Closing Date). (c) Except during a Suspension Period, or any Lender through each Security Document, upon execution and delivery thereof by the parties thereto and the making of the filings and taking of the other actions provided for therein, will be effective under applicable law to create in favor of the Administrative Agent, may reasonably require from time to time for the benefit of the Secured Parties, a valid and enforceable security interest in order to (i) carry out more effectively the purposes Collateral subject thereto, and will constitute a fully perfected security interest in all right, title and interest of the Loan DocumentsParties in the Collateral subject thereto, (ii) prior and superior to the fullest extent permitted by applicable law, subject any Loan Party’s or any of its Subsidiaries’ properties, assets, rights or interests to the Liens now or hereafter intended to be covered by any of the Term Loan Collateral Documents and (iii) perfect and maintain the validity, effectiveness and priority of any other Person, except for rights secured by Liens permitted under Section 6.02 that by operation of law or contract would have priority over the Term Loan Collateral Documents and any of the Liens intended to be created thereunderObligations.

Collateral Matters. (ia) The Borrower, on behalf of each Loan Party, (i) acknowledges and agrees that all pledges, grants of security interests and Liens and other obligations under the Term Loan Security Collateral Agreement, upon execution and delivery thereof by the Mortgagesparties thereto, each Account Control Agreement, the other Term Loan Collateral Documents and the other Loan Documents to which such Loan Party is a party are reaffirmed and remain will create in full force and effect on a continuous basis, (ii) reaffirms each Lien granted by such Loan Party to favor of the Administrative Agent and/or Term Loan Collateral Agent Agent, for the benefit of the Secured Parties Parties, a legal, valid and enforceable security interest in the Collateral (as defined therein) and (iiii) acknowledges and agrees that the grants of security interests and Liens by contained when such Collateral constituting certificated securities (as defined in the Term Loan Security Agreement, the Mortgages, each Account Control Agreement and other Term Loan Collateral Documents are, and shall remain, in full force and effect on and after the date hereof. (iiUniform Commercial Code) Until a Repayment Event has occurred, each Loan Party will promptly upon the written request by any Agent, or any Lender through is delivered to the Administrative Agent, executetogether with instruments of transfer duly endorsed in blank, acknowledgethe security interest created under the Collateral Agreement will constitute a fully perfected security interest in all right, delivertitle and interest of the pledgors thereunder in such Collateral, recordprior and superior in right to any other Person, re-record, file, re-file, register and re-register any and all such further acts, deeds, conveyances, pledge agreements, mortgages, landlord waivers, estoppel and consent agreements of lessors, deeds of trust, trust deeds, assignments, (ii) when financing statements in appropriate form are filed in the applicable filing offices, the security interest created under the Collateral Agreement will constitute a fully perfected security interest in all right, title and continuations thereof, termination interest of the Loan Parties in the remaining Collateral (as defined therein) (subject to subsections (b) and (c) of this Section 3.17) to the extent perfection can be obtained by filing Uniform Commercial Code financing statements, notices prior and superior to the rights of assignmentany other Person, transfersexcept for rights secured by Liens permitted under Section 6.02. (b) Each Mortgage, certificatesupon execution and delivery thereof by the parties thereto, assurances and other instruments and amendments, modifications or supplements to any will create in favor of the foregoing, in each case, as any Agent, or any Lender through the Administrative Agent, may for the benefit of the Secured Parties, a legal, valid and enforceable security interest in all the applicable mortgagor’s right, title and interest in and to the Mortgaged Properties subject thereto and the proceeds thereof, and when the Mortgages have been filed in the jurisdictions specified therein, the Mortgages will constitute a fully perfected security interest in all right, title and interest of the mortgagors in the Mortgaged Properties and the proceeds thereof, prior and superior in right to any other Person, but subject to Liens permitted under Section 6.02. (c) Upon the recordation of the Collateral Agreement (or a short-form security agreement in form and substance reasonably require from time satisfactory to time the Borrower and the Administrative Agent) with the United States Patent and Trademark Office or the United States Copyright Office, as applicable, and the filing of the financing statements referred to in order to paragraph (ia) carry out more effectively of this Section, the purposes security interest created under the Collateral Agreement will constitute a fully perfected security interest in all right, title and interest of the Loan DocumentsParties in the Intellectual Property (as defined in the Collateral Agreement) in which a security interest may be perfected by filing in the United States of America, in each case prior and superior in right to any other Person, but subject to Liens permitted under Section 6.02 (ii) it being understood and agreed that subsequent recordings in the United States Patent and Trademark Office or the United States Copyright Office may be necessary to perfect a security interest in such Intellectual Property acquired by the fullest extent permitted by applicable law, subject any Loan Party’s or any of its Subsidiaries’ properties, assets, rights or interests to Parties after the Liens now or hereafter intended to be covered by any of the Term Loan Collateral Documents and (iii) perfect and maintain the validity, effectiveness and priority of any of the Term Loan Collateral Documents and any of the Liens intended to be created thereunderFunding Date).

Collateral Matters. (ia) The Borrower, on behalf of each Loan Party, (i) acknowledges and agrees that all pledges, grants of security interests and Liens and other obligations under the Term Loan Security Collateral Agreement, upon execution and delivery thereof by the Mortgagesparties thereto, each Account Control Agreement, the other Term Loan Collateral Documents and the other Loan Documents to which such Loan Party is a party are reaffirmed and remain will create in full force and effect on a continuous basis, (ii) reaffirms each Lien granted by such Loan Party to favor of the Administrative Agent and/or Term Loan Collateral Agent Agent, for the benefit of the Secured Parties Parties, a valid and enforceable security interest in the Collateral (as defined therein) and (iiii) acknowledges and agrees that when the grants of security interests and Liens by contained Collateral (as defined therein) constituting certificated securities (as defined in the Term Loan Security Agreement, the Mortgages, each Account Control Agreement and other Term Loan Collateral Documents are, and shall remain, in full force and effect on and after the date hereof. (iiUniform Commercial Code) Until a Repayment Event has occurred, each Loan Party will promptly upon the written request by any Agent, or any Lender through is delivered to the Administrative Agent, executetogether with instruments of transfer duly endorsed in blank, acknowledgethe security interest created under the Collateral Agreement will constitute a fully perfected security interest in all right, delivertitle and interest of the pledgors thereunder in such Collateral, recordprior and superior in right to any other Person, re-record, file, re-file, register and re-register any and all such further acts, deeds, conveyances, pledge agreements, mortgages, landlord waivers, estoppel and consent agreements of lessors, deeds of trust, trust deeds, assignments, (ii) when financing statements in appropriate form are filed in the applicable filing offices, the security interest created under the Collateral Agreement will constitute a fully perfected security interest in all right, title and continuations thereof, termination interest of the Loan Parties in the remaining Collateral (as defined therein) to the extent perfection can be obtained by filing Uniform Commercial Code financing statements, notices prior and superior to the rights of assignmentany other Person, transfersexcept for rights secured by Liens permitted under Section 6.02. (b) Each Mortgage, certificatesif any, assurances upon execution and other instruments and amendmentsdelivery thereof by the parties thereto, modifications or supplements to any will create in favor of the foregoing, in each case, as any Agent, or any Lender through the Administrative Agent, may reasonably require from time for the benefit of the Secured Parties, a legal, valid and enforceable security interest in all the applicable mortgagor’s right, title and interest in and to time the Mortgaged Properties subject thereto and the proceeds thereof, and when the Mortgages have been filed in order the jurisdictions specified therein, the Mortgages will constitute a fully perfected security interest in all right, title and interest of the mortgagors in the Mortgaged Properties and the proceeds thereof, prior and superior in right to any other Person, but subject to Liens permitted under Section 6.02 (iincluding Permitted Encumbrances). (c) carry out more effectively Each Security Document, other than any Security Document referred to in the purposes preceding paragraphs of this Section, upon execution and delivery thereof by the parties thereto and the making of the filings and taking of the other actions provided for therein, will be effective under applicable law to create in favor of the Administrative Agent, for the benefit of the Secured Parties, a valid and enforceable security interest in the Collateral subject thereto, and will constitute a fully perfected security interest in all right, title and interest of the Loan DocumentsParties in the Collateral subject thereto, (ii) prior and superior to the fullest extent permitted by applicable law, subject any Loan Party’s or any of its Subsidiaries’ properties, assets, rights or interests to the Liens now or hereafter intended to be covered by any of the Term Loan Collateral Documents and (iii) perfect and maintain the validity, effectiveness and priority of any of the Term Loan Collateral Documents and any of the other Person, except for rights secured by Liens intended to be created thereunderpermitted under Section 6.02.

Collateral Matters. (ia) The Borrower, on behalf of each Loan Party, (i) acknowledges and agrees that all pledges, grants of security interests and Liens and other obligations under the Term Loan Security Collateral Agreement, upon execution and delivery thereof by the Mortgagesparties thereto, each Account Control Agreement, the other Term Loan Collateral Documents and the other Loan Documents to which such Loan Party is a party are reaffirmed and remain will create in full force and effect on a continuous basis, (ii) reaffirms each Lien granted by such Loan Party to favor of the Administrative Agent and/or Term Loan Collateral Agent Agent, for the benefit of the Secured Parties Parties, a valid and enforceable security interest in the Collateral (as defined therein) and (iiii) acknowledges and agrees that when the grants of security interests and Liens by contained Collateral (as defined therein) constituting certificated securities (as defined in the Term Loan Security Agreement, the Mortgages, each Account Control Agreement and other Term Loan Collateral Documents are, and shall remain, in full force and effect on and after the date hereof. (iiUCC) Until a Repayment Event has occurred, each Loan Party will promptly upon the written request by any Agent, or any Lender through is delivered to the Administrative Agent, executetogether with instruments of transfer duly endorsed in blank, acknowledgethe security interest created under the Collateral Agreement will constitute a fully perfected security interest in all right, delivertitle and interest of the pledgors thereunder in such Collateral, recordprior and superior in right to any other Person, re-record, file, re-file, register and re-register any and all such further acts, deeds, conveyances, pledge agreements, mortgages, landlord waivers, estoppel and consent agreements of lessors, deeds of trust, trust deeds, assignments, (ii) when financing statements in appropriate form are filed in the applicable filing offices, the security interest created under the Collateral Agreement will constitute a fully perfected security interest in all right, title and continuations thereof, termination interest of the Loan Parties in the remaining Collateral (as defined therein) to the extent perfection can be obtained by filing UCC financing statements, notices prior and superior to the rights of assignmentany other Person, transfers, certificates, assurances and other instruments and amendments, modifications or supplements to any of the foregoingexcept for rights secured by Liens permitted under Section 6.02, in the case of each caseof clauses (i) and (ii). (b) Each Mortgage, as any Agentupon execution and delivery thereof by the parties thereto, or any Lender through will create in favor of the Administrative Agent, may reasonably require from time for the benefit of the Secured Parties, a legal, valid and enforceable security interest in all the applicable mortgagor’s right, title and interest in and to time the Mortgaged Properties subject thereto and the proceeds thereof, and when the Mortgages have been filed in order the jurisdictions specified therein, the Mortgages will constitute a fully perfected security interest in all right, title and interest of the mortgagors in the Mortgaged Properties and the proceeds thereof, prior and superior in right to any other Person, but subject to Liens permitted under Section 6.02. (ic) carry out more effectively Upon the purposes recordation of the IP Security Agreements with the United States Patent and Trademark Office or the United States Copyright Office, as applicable, and the filing of the financing statements referred to in paragraph (a) of this Section, the security interest created under the Collateral Agreement will constitute a fully perfected security interest in all right, title and interest of the Loan DocumentsParties in the Intellectual Property (as defined in the Collateral Agreement) in which a security interest may be perfected by filing in the United States of America, in each case prior and superior in right to any other Person, but subject to Liens permitted under Section 6.02 (ii) it being understood that subsequent recordings in the United States Patent and Trademark Office or the United States Copyright Office may be necessary to perfect a security interest in such Intellectual Property acquired by the fullest extent permitted by applicable law, subject any Loan Party’s or any of its Subsidiaries’ properties, assets, rights or interests to Parties after the Liens now or hereafter intended to be covered by any of the Term Loan Collateral Documents and (iii) perfect and maintain the validity, effectiveness and priority of any of the Term Loan Collateral Documents and any of the Liens intended to be created thereunderEffective Date).

Collateral Matters. (ia) The Borrower, on behalf of each Loan Party, (i) acknowledges and agrees that all pledges, grants of security interests and Liens and other obligations under the Term Loan Security Collateral Agreement, upon execution and delivery thereof by the Mortgagesparties thereto, each Account Control Agreement, the other Term Loan Collateral Documents and the other Loan Documents to which such Loan Party is a party are reaffirmed and remain will create in full force and effect on a continuous basis, (ii) reaffirms each Lien granted by such Loan Party to favor of the Administrative Agent and/or Term Loan Collateral Agent Agent, for the benefit of the Secured Parties Parties, a legal, valid and enforceable security interest in the Collateral (as defined therein) and (iiii) acknowledges and agrees that the grants of security interests and Liens by contained when such Collateral constituting certificated securities (as defined in the Term Loan Security Agreement, the Mortgages, each Account Control Agreement and other Term Loan Collateral Documents are, and shall remain, in full force and effect on and after the date hereof. (iiUniform Commercial Code) Until a Repayment Event has occurred, each Loan Party will promptly upon the written request by any Agent, or any Lender through is delivered to the Administrative Agent, executetogether with instruments of transfer duly endorsed in blank, acknowledgethe security interest created under the Collateral Agreement will constitute a fully perfected security interest in all right, delivertitle and interest of the pledgors thereunder in such Collateral, recordprior and superior in right to any other Person (it being understood and agreed that such Collateral is subject to the terms of the Intercreditor Agreement), re-record, file, re-file, register and re-register any and all such further acts, deeds, conveyances, pledge agreements, mortgages, landlord waivers, estoppel and consent agreements of lessors, deeds of trust, trust deeds, assignments, (ii) when financing statements in appropriate form are filed in the applicable filing offices, the security interest created under the Collateral Agreement will constitute a fully perfected security interest in all right, title and continuations thereof, termination interest of the Loan Parties in the remaining Collateral (as defined therein) (subject to subsections (b) and (c) of this Section 3.17) to the extent perfection can be obtained by filing Uniform Commercial Code financing statements, notices prior and superior to the rights of assignmentany other Person, transfers, certificates, assurances except for rights secured by Liens permitted under Section 6.02 (it being understood and other instruments and amendments, modifications or supplements agreed that such Liens are subject to any the terms of the foregoingIntercreditor Agreement). (b) Each Mortgage, upon execution and delivery thereof by the parties thereto, will create in each case, as any Agent, or any Lender through favor of the Administrative Agent, may for the benefit of the Secured Parties, a legal, valid and enforceable security interest in all the applicable mortgagor’s right, title and interest in and to the Mortgaged Properties subject thereto and the proceeds thereof, and when the Mortgages have been filed in the jurisdictions specified therein, the Mortgages will constitute a fully perfected security interest in all right, title and interest of the mortgagors in the Mortgaged Properties and the proceeds thereof, prior and superior in right to any other Person, but subject to Liens permitted under Section 6.02 (it being understood and agreed that such Liens are subject to the terms of the Intercreditor Agreement). (c) Upon the recordation of the Collateral Agreement (or a short-form security agreement in form and substance reasonably require from time satisfactory to time the Borrower and the Administrative Agent) with the United States Patent and Trademark Office or the United States Copyright Office, as applicable, and the filing of the financing statements referred to in order to paragraph (ia) carry out more effectively of this Section, the purposes security interest created under the Collateral Agreement will constitute a fully perfected security interest in all right, title and interest of the Loan DocumentsParties in the Intellectual Property (as defined in the Collateral Agreement) in which a security interest may be perfected by filing in the United States of America, in each case prior and superior in right to any other Person, but subject to Liens permitted under Section 6.02 (ii) it being understood and agreed that such Liens are subject to the fullest extent permitted by applicable law, subject any Loan Party’s or any of its Subsidiaries’ properties, assets, rights or interests to the Liens now or hereafter intended to be covered by any terms of the Term Intercreditor Agreement, and it being further understood and agreed that subsequent recordings in the United States Patent and Trademark Office or the United States Copyright Office may be necessary to perfect a security interest in such Intellectual Property acquired by the Loan Collateral Documents and (iii) perfect and maintain Parties after the validity, effectiveness and priority of any of the Term Loan Collateral Documents and any of the Liens intended to be created thereunderEffective Date).

Collateral Matters. (ia) The Borrower, on behalf of each Loan Party, (i) acknowledges Pledge and agrees that all pledges, grants of security interests and Liens and other obligations under the Term Loan Security Agreement, upon execution and delivery thereof by the Mortgagesparties thereto, each Account Control Agreementwill create in favor of the Collateral Agent, the other Term Loan Collateral Documents and the other Loan Documents to which such Loan Party is a party are reaffirmed and remain in full force and effect on a continuous basis, (ii) reaffirms each Lien granted by such Loan Party to the Administrative Agent and/or Term Loan Collateral Agent for the benefit of the Secured Parties Parties, a valid and enforceable security interest in the Collateral (as defined therein) and (iiii) acknowledges and agrees that when the grants of security interests and Liens by contained Collateral (as defined therein) constituting certificated securities (as defined in the Term Loan Security AgreementUCC) is delivered to the Collateral Agent, together with instruments of transfer duly endorsed in blank, the Mortgagessecurity interest created under the Pledge and Security Agreement will constitute a fully perfected security interest in all right, each Account Control Agreement title and interest of the pledgors thereunder in such Collateral, prior and superior in right to any other Term Loan Collateral Documents arePerson, but subject to Permitted Liens, and shall remain(ii) when financing statements in appropriate form are filed in the applicable filing offices, the security interest created under the Pledge and Security Agreement will constitute a fully perfected security interest in full force all right, title and effect on interest of the Credit Parties in the remaining Collateral (as defined therein) to the extent perfection can be obtained by filing UCC financing statements, prior and after the date hereofsuperior in right to any other Person, but subject to Permitted Liens. (g) Each Mortgage, upon execution and delivery thereof by the parties thereto, will create in favor of the Collateral Agent, for the benefit of the Secured Parties, a legal, valid and enforceable security interest in all the applicable mortgagor’s right, title and interest in and to the Real Estate Asset subject thereto and the proceeds thereof (except as such enforceability may be limited by Debtor Relief Laws and general principles of equity), and when the Mortgages have been filed in the jurisdictions specified therein, the Mortgages will constitute fully perfected security interests in all right, title and interest of the mortgagors in the Real Estate Assets subject thereto and the proceeds thereof, prior and superior in right to any other Person, but subject to the Permitted Liens. (h) Upon the recordation of the Intellectual Property Security Agreements with the United States Patent and Trademark Office or the United States Copyright Office, as applicable, and the filing of the financing statements referred to in Section 4.21(a), the security interest created under the Pledge and Security Agreement will constitute a fully perfected security interest in all right, title and interest of the Credit Parties in the Intellectual Property in which a security interest may be perfected by filing in the United States Patent and Trademark Office or United States Copyright Office, in each case prior and superior in right to any other Person, but subject to Permitted Liens (it being understood that subsequent recordings in the United States Patent and Trademark Office or the United States Copyright Office may be necessary to perfect a security interest in such Intellectual Property acquired by the Credit Parties after the Closing Date). 1095171012\7\AMERICAS (i) Each Collateral Document, other than any Collateral Document referred to in the preceding paragraphs of this Section 4.21, 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 (except as such enforceability may be limited by Debtor Relief Laws and general principles of equity), 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 rights of any other Person, but subject to Permitted Liens. (j) Notwithstanding anything in this Agreement (including this Section 4.21) or in any other Credit Document to the contrary, none of Holdings, the Borrower nor any other Restricted Subsidiary makes, or shall be deemed to have made, any representation or warranty as to (i) the perfection or non-perfection, the priority or the enforceability of any security interest in any Collateral consisting of Equity Interests in any Foreign Subsidiary, or as to the rights and remedies of the Collateral Agent or any Secured Party with respect thereto under any foreign law, (ii) Until a Repayment Event has occurred, each Loan Party will promptly upon the written request by creation of any Agentsecurity interest, or the perfection or non-perfection, the priority or the enforceability of any Lender through the Administrative Agent, execute, acknowledge, deliver, record, re-record, file, re-file, register and re-register any and all such further acts, deeds, conveyances, pledge agreements, mortgages, landlord waivers, estoppel and consent agreements of lessors, deeds of trust, trust deeds, assignments, financing statements and continuations thereof, termination statements, notices of assignment, transfers, certificates, assurances and other instruments and amendments, modifications or supplements to any of the foregoingsecurity interest, in each case, as any Agent, or any Lender through the Administrative Agent, may reasonably require from time to time in order to (i) carry out more effectively the purposes of the Loan Documents, (ii) to the fullest extent permitted by applicable law, subject any Loan Party’s such security interest or any of its Subsidiaries’ properties, assets, rights or interests perfection is expressly not required pursuant to the Liens now Collateral and Guarantee Requirement or hereafter intended to be covered by any of the Term Loan Collateral Documents and (iii) perfect on the Closing Date and maintain until required pursuant to the validitypenultimate paragraph of Section 3.1, effectiveness and priority the creation of any security interest, or the perfection or non-perfection, priority or enforceability of the Term Loan Collateral Documents and any of the Liens intended security interest that is expressly not required to be created thereunderor in effect on the Closing Date pursuant to such paragraph.

Collateral Matters. (ia) The Borrower, on behalf Collateral Agreement has created in favor of each Loan Party, (i) acknowledges and agrees that all pledges, grants of security interests and Liens and other obligations under the Term Loan Security Agreement, the Mortgages, each Account Control Agreement, the other Term Loan Collateral Documents and the other Loan Documents to which such Loan Party is a party are reaffirmed and remain in full force and effect on a continuous basis, (ii) reaffirms each Lien granted by such Loan Party to the Administrative Agent and/or Term Loan Collateral Agent Agent, for the benefit of the Secured Parties Parties, a valid and enforceable security interest in the Collateral (as defined therein) and (iiii) acknowledges and agrees that when the grants of security interests and Liens by contained Collateral (as defined therein) constituting certificated securities (as defined in the Term Loan Security Agreement, the Mortgages, each Account Control Agreement and other Term Loan Collateral Documents are, and shall remain, in full force and effect on and after the date hereof. (iiUniform Commercial Code) Until a Repayment Event has occurred, each Loan Party will promptly upon the written request by any Agent, is or any Lender through was delivered to the Administrative Agent, executetogether with instruments of transfer duly endorsed in blank, acknowledgethe security interest created under the Collateral Agreement constituted or will constitute a fully perfected security interest in all right, delivertitle and interest of the pledgors thereunder in such Collateral, recordprior and superior in right to any other Person (other than Permitted Encumbrances), re-record, file, re-file, register and re-register any and all such further acts, deeds, conveyances, pledge agreements, mortgages, landlord waivers, estoppel and consent agreements of lessors, deeds of trust, trust deeds, assignments, (ii) when financing statements in appropriate form were or are filed in the applicable filing offices, the security interest created under the Collateral Agreement constituted or will constitute a fully perfected security interest in all right, title and continuations thereof, termination interest of the Loan Parties in the remaining Collateral (as defined therein) to the extent perfection can be obtained by filing Uniform Commercial Code financing statements, notices prior and superior to the rights of assignmentany other Person (other than Permitted Encumbrances). (b) Each Mortgage, transfersupon execution and delivery thereof by the parties thereto, certificates, assurances and other instruments and amendments, modifications or supplements to any will create in favor of the foregoing, in each case, as any Agent, or any Lender through the Administrative Agent, may reasonably require from time for the benefit of the Secured Parties, a legal, valid and enforceable security interest in all the applicable mortgagor’s right, title and interest in and to time the Mortgaged Properties subject thereto and the proceeds thereof, and when the Mortgages have been filed in order the jurisdictions specified therein, the Mortgages will constitute a fully perfected security interest in all right, title and interest of the mortgagors in the Mortgaged Properties and the proceeds thereof, prior and superior in right to any other Person, other than Permitted Encumbrances. (ic) carry out more effectively Upon the purposes recordation of the IP Security Agreements with the United States Patent and Trademark Office or the United States Copyright Office, as applicable, and the filing of the financing statements referred to in paragraph (a) of this Section, the security interest created under the Collateral Agreement constituted or will constitute a fully perfected security interest in all right, title and interest of the Loan DocumentsParties in the Intellectual Property (as defined in the Collateral Agreement) in which a security interest may be perfected by filing in the United States of America, in each case prior and superior in right to any other Person, other than Permitted Encumbrances (ii) it being understood that subsequent recordings in the United States Patent and Trademark Office or the United States Copyright Office may be necessary to perfect a security interest in such Intellectual Property acquired by the fullest extent permitted by applicable law, subject any Loan Party’s or any of its Subsidiaries’ properties, assets, rights or interests to Parties after the Liens now or hereafter intended to be covered by any of the Term Loan Collateral Documents and (iii) perfect and maintain the validity, effectiveness and priority of any of the Term Loan Collateral Documents and any of the Liens intended to be created thereunderFirst Refinancing Facility Agreement Effective Date).

Collateral Matters. (ia) The Borrower, on behalf of each Loan Party, (i) acknowledges When executed and agrees that all pledges, grants of security interests and Liens and other obligations under the Term Loan Security Agreementdelivered, the Mortgages, each Account Control Agreement, Collateral Agreement will be effective to create in favor of the other Term Loan Collateral Documents and the other Loan Documents to which such Loan Party is a party are reaffirmed and remain in full force and effect on a continuous basis, (ii) reaffirms each Lien granted by such Loan Party to the Administrative Agent and/or Term Loan Collateral Agent for the ratable benefit of the Secured Parties a valid security interest in the Collateral (as defined therein) in which a security interest may be created under Article 9 of the Uniform Commercial Code and (iiii) acknowledges and agrees that when the grants of security interests and Liens by contained Collateral (as defined therein) constituting certificated securities (as defined in the Term Loan Security AgreementUniform Commercial Code) is delivered to the Collateral Agent thereunder together with instruments of transfer duly endorsed in blank, the Mortgages, each Account Control Agreement and other Term Loan security interest of the Collateral Documents areAgent therein will constitute a fully perfected Lien on, and shall remainsecurity interest in, all right, title and interest of the pledgors thereunder in full force such Collateral, prior and effect on superior in right to any other Person (subject only to Liens permitted under Section 6.02), and after (ii) when financing statements in appropriate form are filed in the date hereofjurisdiction of organization of the applicable Loan Party specified in the Perfection Certificate, the security interest of the Collateral Agent therein will constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in the remaining Collateral (as defined therein) to the extent perfection can be obtained by filing Uniform Commercial Code financing statements therein, prior and superior to the rights of any other Person (subject only to Liens permitted under Section 6.02). (iib) Until a Repayment Event has occurredEach Mortgage, each Loan Party upon execution and delivery by the parties thereto and the recording and filing thereof in the applicable jurisdiction specified therein, will promptly upon create in favor of the written request by any Collateral Agent, or any Lender through for the Administrative Agentratable benefit of the Secured Parties, executea legal, acknowledgevalid, deliverenforceable and perfected Lien on all the applicable mortgagor’s right, record, re-record, file, re-file, register title and re-register any interest in and all such further acts, deeds, conveyances, pledge agreements, mortgages, landlord waivers, estoppel to the Mortgaged Properties subject thereto and consent agreements of lessors, deeds of trust, trust deeds, assignments, financing statements and continuations the proceeds thereof, termination statements, notices of assignment, transfers, certificates, assurances prior and other instruments and amendments, modifications or supplements superior in right to any other Person (but subject to Liens or other encumbrances for which exceptions are taken in the policies of title insurance delivered in respect of the foregoingMortgaged Properties and subject to Liens permitted under Section 6.02). (c) Upon the recordation of the applicable IP Agreement with the United States Patent and Trademark Office and the United States Copyright Office, the security interest of the Collateral Agent created under the Collateral Agreement will constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in the Intellectual Property (as defined in the Collateral Agreement) that constitutes Collateral (as defined in the Collateral Agreement) in which a security interest may be perfected by filing in the United States Patent and Trademark Office or the United States Copyright Office, in each casecase prior and superior in right to any other Person, as any Agentsubject to Liens permitted under Section 6.02 (it being understood that subsequent recordings in the United States Patent and Trademark Office or the United States Copyright Office may be necessary to perfect a Lien on registered trademarks and trademark applications or copyrights, or any Lender through the Administrative Agentrespectively, may reasonably require from time to time in order to (i) carry out more effectively the purposes of acquired by the Loan Documents, (ii) to Parties after the fullest extent permitted by applicable law, subject any Loan Party’s or any of its Subsidiaries’ properties, assets, rights or interests to the Liens now or hereafter intended to be covered by any of the Term Loan Collateral Documents and (iii) perfect and maintain the validity, effectiveness and priority of any of the Term Loan Collateral Documents and any of the Liens intended to be created thereunderEffective Date).

Collateral Matters. The Agent shall have received: (i) The Borrowersearches of Uniform Commercial Code filings in the jurisdiction of the chief executive office of each Credit Party and each jurisdiction where any Collateral is located or where a filing would need to be made in order to perfect the Collateral Agent's security interest in the Collateral, copies of the financing statements on file in such jurisdictions and evidence that no Liens exist other than Permitted Liens; (ii) duly executed UCC financing statements for each appropriate jurisdiction as is necessary, in the Agent's sole discretion, to perfect the Collateral Agent's security interest in the Collateral; (iii) searches of ownership of intellectual property in the appropriate governmental offices and such patent/trademark/copyright filings as requested by the Agent in order to perfect the Collateral Agent's security interest in the Collateral; (iv) all instruments and chattel paper in the possession of the Credit Parties, together with allonges or assignments as may be necessary or appropriate to perfect the Collateral Agent's security interest in the Collateral to the extent required under the Security Agreement and/or the Pledge Agreement; (v) duly executed consents as are necessary, in the Agent's sole discretion, to perfect the Collateral Agent's security interest in the Collateral; and (vi) satisfactory evidence that (A) the Collateral Agent, on behalf of each Loan Partythe Lenders, holds a perfected Lien on all Collateral and (iB) acknowledges and agrees that all pledges, grants of security interests and Liens and other obligations under the Term Loan Security Agreement, the Mortgages, each Account Control Agreement, the other Term Loan Collateral Documents and the other Loan Documents to which such Loan Party is a party are reaffirmed and remain in full force and effect on a continuous basis, (ii) reaffirms each Lien granted by such Loan Party to the Administrative Agent and/or Term Loan Collateral Agent for the benefit none of the Secured Parties and (iii) acknowledges and agrees that the grants of security interests and Liens by contained in the Term Loan Security Agreement, the Mortgages, each Account Control Agreement and other Term Loan Collateral Documents are, and shall remain, in full force and effect on and after the date hereof. (ii) Until a Repayment Event has occurred, each Loan Party will promptly upon the written request by any Agent, or any Lender through the Administrative Agent, execute, acknowledge, deliver, record, re-record, file, re-file, register and re-register any and all such further acts, deeds, conveyances, pledge agreements, mortgages, landlord waivers, estoppel and consent agreements of lessors, deeds of trust, trust deeds, assignments, financing statements and continuations thereof, termination statements, notices of assignment, transfers, certificates, assurances and other instruments and amendments, modifications or supplements is subject to any of the foregoing, in each case, as any Agent, or any Lender through the Administrative Agent, may reasonably require from time to time in order to (i) carry out more effectively the purposes of the Loan Documents, (ii) to the fullest extent permitted by applicable law, subject any Loan Party’s or any of its Subsidiaries’ properties, assets, rights or interests to the other Liens now or hereafter intended to be covered by any of the Term Loan Collateral Documents and (iii) perfect and maintain the validity, effectiveness and priority of any of the Term Loan Collateral Documents and any of the Liens intended to be created thereunderother than Permitted Liens.

Collateral Matters. (a) When executed and delivered, the Collateral and Guarantee Agreement will be effective to create in favor of the Administrative Agent, for the ratable benefit of the Secured Parties, a valid and enforceable security interest in the Collateral (as defined therein) and (i) The Borrower, on behalf of each Loan Party, when Collateral (ias defined therein) acknowledges and agrees that all pledges, grants of security interests and Liens and other obligations under constituting certificated securities (as defined in the Term Loan Security Agreement, the Mortgages, each Account Control Agreement, the other Term Loan Collateral Documents and the other Loan Documents to which such Loan Party Uniform Commercial Code) is a party are reaffirmed and remain in full force and effect on a continuous basis, (ii) reaffirms each Lien granted by such Loan Party delivered to the Administrative Agent and/or Term Loan thereunder together with instruments of transfer duly endorsed in blank, the Lien thereon granted pursuant to the Collateral Agent and Guarantee Agreement will constitute a fully perfected Lien on, and security interest in, all right, title and interest of the pledgors thereunder in such Collateral, prior and superior in right to any other Person, and (ii) when financing statements in appropriate form are properly filed in the offices specified in the Perfection Certificate, the Collateral and Guarantee Agreement will constitute a fully perfected Lien on and security interest in all right, title and interest of the grantors in the remaining Collateral (as defined therein) to the extent such Lien may be perfected by the filing of a financing statement in such offices, prior and superior to the rights of any other Person, except Liens expressly permitted by Section 6.06. (b) Each Mortgage, upon execution and delivery by the parties thereto, will create in favor of the Administrative Agent, for the ratable benefit of the Secured Parties Parties, a legal, valid and (iii) acknowledges enforceable Lien on all the applicable mortgagor’s right, title and agrees that interest in and to the grants of security interests Mortgaged Properties subject thereto and Liens by contained the proceeds thereof, and when the Mortgages have been properly filed in the Term Loan Security Agreementjurisdictions specified in the Perfection Certificate, the MortgagesLien thereon granted pursuant to the Mortgages will constitute a fully perfected Lien on all right, each Account Control Agreement title and interest of the mortgagors in the Mortgaged Properties and the proceeds thereof, prior and superior in right to any other Term Loan Collateral Documents arePerson, and shall remain, in full force and effect on and after the date hereofexcept Liens expressly permitted by Section 6.06. (iic) Until Upon the recordation of the IP Security Agreements with the United States Patent and Trademark Office and the United States Copyright Office and the filing of any applicable financing statements as provided in the preceding subsection (a), the Lien created under the Collateral and Guarantee Agreement will constitute a Repayment Event has occurredfully perfected Lien on all right, each title and interest of the Loan Party will promptly upon Parties in the written request by any Agent, registered Intellectual Property or any Lender through applications therefore other than any “intent to use” application for which a statement of use has not been filed, in which a security interest may be fully perfected by filing in the Administrative Agent, execute, acknowledge, deliver, record, re-record, file, re-file, register United States Patent and re-register any Trademark Office and all such further acts, deeds, conveyances, pledge agreements, mortgages, landlord waivers, estoppel and consent agreements of lessors, deeds of trust, trust deeds, assignments, financing statements and continuations thereof, termination statements, notices of assignment, transfers, certificates, assurances and other instruments and amendments, modifications or supplements to any of the foregoingUnited States Copyright Office, in each casecase prior and superior in right to any other Person, as any Agentexcept Liens expressly permitted under Section 6.06 (it being understood that subsequent recordings in the United States Patent and Trademark Office or the United States Copyright Office may be necessary to perfect a Lien on registered trademarks and trademark applications or copyrights, or any Lender through the Administrative Agentrespectively, may reasonably require from time to time in order to (i) carry out more effectively the purposes of acquired by the Loan Documents, (ii) to Parties after the fullest extent permitted by applicable law, subject any Loan Party’s or any of its Subsidiaries’ properties, assets, rights or interests to the Liens now or hereafter intended to be covered by any of the Term Loan Collateral Documents and (iii) perfect and maintain the validity, effectiveness and priority of any of the Term Loan Collateral Documents and any of the Liens intended to be created thereunderEffective Date).

Collateral Matters. (ia) The Borrower, on behalf of each Loan Party, (i) acknowledges Pledge and agrees that all pledges, grants of security interests and Liens and other obligations under the Term Loan Security Agreement, upon execution and delivery thereof by the Mortgagesparties thereto, each Account Control Agreementwill create in favor of the Collateral Agent, the other Term Loan Collateral Documents and the other Loan Documents to which such Loan Party is a party are reaffirmed and remain in full force and effect on a continuous basis, (ii) reaffirms each Lien granted by such Loan Party to the Administrative Agent and/or Term Loan Collateral Agent for the benefit of the Secured Parties Parties, a valid and enforceable security interest in the Collateral (as defined therein) and (iiii) acknowledges and agrees that when the grants of security interests and Liens by contained Collateral (as defined therein) constituting certificated securities (as defined in the Term Loan Security AgreementUCC) is delivered to the Collateral Agent, together with instruments of transfer duly endorsed in blank, the Mortgagessecurity interest created under the Pledge and Security Agreement will constitute a fully perfected security interest in all right, each Account Control Agreement title and interest of the pledgors thereunder in such Collateral, prior and superior in right to any other Term Loan Collateral Documents arePerson (subject to the ABL Intercreditor Agreement), and shall remain(ii) when financing statements in appropriate form are filed in the applicable filing offices, the security interest created under the Pledge and Security Agreement will constitute a fully perfected security interest in full force all right, title and effect on interest of the Credit Parties in the remaining Collateral (as defined therein) to the extent perfection can be obtained by filing UCC financing statements, prior and after the date hereofsuperior in right to any other Person, but subject to Permitted Liens. (iib) Until a Repayment Event has occurredEach Mortgage, each Loan Party upon execution and delivery thereof by the parties thereto, will promptly upon create in favor of the written request by any Collateral Agent, for the benefit of the Secured Parties, a legal, valid and enforceable security interest in all the applicable mortgagor’s right, title and interest in and to the Real Estate Asset subject thereto and the proceeds thereof (except as such enforceability may be limited by Debtor Relief Laws and general principles of equity), and when the Mortgages have been filed in the jurisdictions specified therein, the Mortgages will constitute fully perfected security interests in all right, title and interest of the mortgagors in the Real Estate Assets subject thereto and the proceeds thereof, prior and superior in right to any other Person, but subject to the Permitted Liens. (c) Upon the recordation of the Intellectual Property Grants of Security Interest with the United States Patent and Trademark Office or the United States Copyright Office, as applicable, and the filing of the financing statements referred to in Section 4.21(a), the security interest created under the Pledge and Security Agreement will constitute a fully perfected security interest in all right, title and interest of the Credit Parties in the Intellectual Property in which a security interest may be perfected by filing in the United States Patent and Trademark Office or United States Copyright Office, in each case prior and superior in right to any Lender through other Person, but subject to Permitted Liens (it being understood that subsequent recordings in the Administrative United States Patent and Trademark Office or the United States Copyright Office may be necessary to perfect a security interest in such Intellectual Property acquired by the Credit Parties after the Closing Date). (d) Each Collateral Document, other than any Collateral Document referred to in the preceding paragraphs of this Section 4.21, 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, execute, acknowledge, deliver, record, re-record, file, re-file, register and re-register any and all such further acts, deeds, conveyances, pledge agreements, mortgages, landlord waivers, estoppel and consent agreements of lessors, deeds of trust, trust deeds, assignments, financing statements and continuations thereof, termination statements, notices of assignment, transfers, certificates, assurances and other instruments and amendments, modifications or supplements to any for the benefit of the foregoingSecured Parties, a valid and enforceable security interest in the Collateral subject thereto (except as such enforceability may be limited by Debtor Relief Laws and general principles of equity), 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 rights of any other Person, but subject to Permitted Liens. (e) Notwithstanding anything in this Agreement (including this Section 4.21) or in any other Credit Document to the contrary, neither the Borrower nor any Restricted Subsidiary makes, or shall be deemed to have made, any representation or warranty as to (i) the perfection or non-perfection, the priority or the enforceability of any security interest in any Collateral consisting of Equity Interests in any Foreign Subsidiary (other than, in each case, as any Agentwith respect to security interests created under a Foreign Pledge Agreement, if applicable), or any Lender through as to the Administrative Agent, may reasonably require from time to time in order to (i) carry out more effectively the purposes rights and remedies of the Loan DocumentsCollateral Agent or any Secured Party with respect thereto under any foreign law (other than, in the case of any security interest created under a Foreign Pledge Agreement, the applicable foreign law, if applicable), (ii) the creation of any security interest, or the perfection or non-perfection, the priority or the enforceability of any security interest, in each case, to the fullest extent permitted by applicable law, subject any Loan Party’s such security interest or any of its Subsidiaries’ properties, assets, rights or interests perfection is expressly not required pursuant to the Liens now Collateral and Guarantee Requirement or hereafter intended to be covered by any of the Term Loan Collateral Documents and (iii) perfect on the Closing Date and maintain until required pursuant to the validityfinal paragraph of Section 3.1, effectiveness and priority the creation of any security interest, or the perfection or non-perfection, the priority or enforceability of the Term Loan Collateral Documents and any of the Liens intended security interest that is expressly not required to be created thereunderor in effect on the Closing Date pursuant to such paragraph.

Collateral Matters. (ia) The Borrower, on behalf of each Loan Party, (i) acknowledges and agrees that all pledges, grants of security interests and Liens and other obligations under the Term Loan Security Collateral Agreement, upon execution and delivery thereof by the Mortgagesparties thereto, each Account Control Agreementwill create in favor of the Collateral Agent, the other Term Loan Collateral Documents and the other Loan Documents to which such Loan Party is a party are reaffirmed and remain in full force and effect on a continuous basis, (ii) reaffirms each Lien granted by such Loan Party to the Administrative Agent and/or Term Loan Collateral Agent for the benefit of the Secured Parties Parties, a valid and enforceable security interest in the Collateral (as defined therein) and (iiii) acknowledges and agrees that when the grants of security interests and Liens by contained Collateral (as defined therein) constituting certificated securities (as defined in the Term Loan Security AgreementUniform Commercial Code) is delivered to the Collateral Agent, together with instruments of transfer duly endorsed in blank, the Mortgagessecurity interest created under the Collateral Agreement will constitute a fully perfected security interest in all right, each Account Control Agreement title and interest of the pledgors thereunder in such Collateral, prior and superior in right to any other Term Loan Collateral Documents arePerson, and shall remain(ii) when financing statements in appropriate form are filed in the applicable filing offices, the security interest created under the Collateral Agreement will constitute a fully perfected security interest in full force all right, title and effect on interest of the Loan Parties in the remaining Collateral (as defined therein) to the extent perfection can be obtained by filing Uniform Commercial Code financing statements, prior and after superior to the date hereofrights of any other Person, except for rights secured by Liens permitted by Section 6.02. (iib) Until a Repayment Event has occurredEach Mortgage, each Loan Party upon execution and delivery thereof by the parties thereto, will promptly upon create in favor of the written request by any Collateral Agent, for the benefit of the Secured Parties, a legal, valid and enforceable security interest in all the applicable mortgagor’s right, title and interest in and to the Mortgaged Properties subject thereto and the proceeds thereof, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law, and when the Mortgages have been filed in the jurisdictions specified therein, the Mortgages will constitute a fully perfected security interest in all right, title and interest of the mortgagors in the Mortgaged Properties and the proceeds thereof, prior and superior in right to any Lender through other Person, but subject to Liens permitted by Section 6.02. (c) Upon the Administrative Agent, execute, acknowledge, deliver, record, re-record, file, re-file, register recordation of the Copyright Security Agreement with the United States Copyright Office pursuant to 17 U.S.C. § 205 and re-register any the regulations thereunder and all such further acts, deeds, conveyances, pledge agreements, mortgages, landlord waivers, estoppel and consent agreements the filing of lessors, deeds of trust, trust deeds, assignments, the financing statements referred to in paragraph (a) of this Section, the security interest created under the Collateral Agreement will constitute a fully perfected security interest in all right, title and continuations thereof, termination statements, notices of assignment, transfers, certificates, assurances and other instruments and amendments, modifications or supplements to any interest of the foregoingLoan Parties in the material Copyrights in which a security interest may be perfected by filing in the United States of America, in each casecase prior and superior in right to any other Person, as but subject to Liens permitted by Section 6.02 (it being understood that subsequent recordings in the United States Copyright Office may be necessary to perfect a security interest in such Copyrights acquired by the Loan Parties after the Restatement Effective Date). (d) Each Security Document, other than any Security Document referred to in the preceding paragraphs of this Section, upon execution and delivery thereof by the parties thereto and the making of the filings and taking of the other actions provided for therein, will be effective under applicable law to create in favor of the Collateral Agent, or any Lender through for the Administrative Agentbenefit of the Secured Parties, may reasonably require from time to time a valid and enforceable security interest in order to (i) carry out more effectively the purposes Collateral subject thereto, and will constitute a fully perfected security interest in all right, title and interest of the Loan DocumentsParties in the Collateral subject thereto, (ii) prior and superior to the fullest extent rights of any other Person, except for rights secured by Liens permitted by applicable law, subject any Loan Party’s or any of its Subsidiaries’ properties, assets, rights or interests to the Liens now or hereafter intended to be covered by any of the Term Loan Collateral Documents and (iii) perfect and maintain the validity, effectiveness and priority of any of the Term Loan Collateral Documents and any of the Liens intended to be created thereunderSection 6.02.

Collateral Matters. (ia) The Borrower, on behalf Collateral Agreement creates in favor of each Loan Party, (i) acknowledges and agrees that all pledges, grants of security interests and Liens and other obligations under the Term Loan Security Agreement, the Mortgages, each Account Control Agreement, the other Term Loan Collateral Documents and the other Loan Documents to which such Loan Party is a party are reaffirmed and remain in full force and effect on a continuous basis, (ii) reaffirms each Lien granted by such Loan Party to the Administrative Agent and/or Term Loan Collateral Agent Agent, for the benefit of the Secured Parties Parties, a valid and enforceable security interest in the Collateral (as defined therein) and (iiii) acknowledges and agrees that when the grants of security interests and Liens by contained Collateral (as defined therein) constituting certificated securities (as defined in the Term Loan Security Agreement, the Mortgages, each Account Control Agreement and other Term Loan Collateral Documents are, and shall remain, in full force and effect on and after the date hereof. (iiUniform Commercial Code) Until a Repayment Event has occurred, each Loan Party will promptly upon the written request by any Agent, or any Lender through is delivered to the Administrative Agent, executetogether with instruments of transfer duly endorsed in blank, acknowledgethe security interest created under the Collateral Agreement will constitute a fully perfected security interest in all right, delivertitle and interest of the pledgors thereunder in such Collateral, recordprior and superior in right to any other Person, re-record, file, re-file, register and re-register any and all such further acts, deeds, conveyances, pledge agreements, mortgages, landlord waivers, estoppel and consent agreements of lessors, deeds of trust, trust deeds, assignments, (ii) when financing statements in appropriate form are filed in the applicable filing offices, the security interest created under the Collateral Agreement will constitute a fully perfected security interest in all right, title and continuations thereof, termination interest of the Loan Parties in the Collateral (as defined therein) to the extent perfection can be obtained by filing Uniform Commercial Code financing statements, notices prior and superior to the rights of assignmentany other Person, transfersexcept for rights secured by Xxxxx permitted under Section 6.02. (b) Each Mortgage, certificatesupon execution and delivery thereof by the parties thereto, assurances and other instruments and amendments, modifications or supplements to any will create in favor of the foregoing, in each case, as any Agent, or any Lender through the Administrative Agent, may for the benefit of the Secured Parties, a legal, valid and enforceable security interest in all the applicable mortgagor’s right, title and interest in and to the Mortgaged Properties subject thereto and the proceeds thereof, and when the Mortgages have been filed in the jurisdictions specified therein, the Mortgages will constitute a fully perfected security interest in all right, title and interest of the mortgagors in the Mortgaged Properties and the proceeds thereof, prior and superior in right to any other Person, but subject to Liens permitted under Section 6.02. (c) Upon the recordation of the Collateral Agreement (or a short-form security agreement in form and substance reasonably require from time satisfactory to time the Borrower and the Administrative Agent) with the United States Patent and Trademark Office or the United States Copyright Office, as applicable, and the filing of the financing statements referred to in order to paragraph (ia) carry out more effectively of this Section, the purposes security interest created under the Collateral Agreement will constitute a fully perfected security interest in all right, title and interest of the Loan DocumentsParties in the Intellectual Property (as defined in the Collateral Agreement) owned by the Loan Parties in which a security interest may be perfected by filing in the United States of America, in each case prior and superior in right to any other Person, but subject to Liens permitted under Section 6.02 (iiit being understood and agreed that subsequent recordings in the United States Patent and Trademark Office or the United States Copyright Office may be necessary to perfect a security interest in such Intellectual Property acquired by the Loan Parties after the Effective Date). (d) Each Security Document, other than any Security Document referred to in the preceding paragraphs of this Section, upon execution and delivery thereof by the parties thereto and the making of the filings and taking of the other actions provided for therein, will be effective under applicable law to create in favor of the Administrative Agent, for the benefit of the Secured Parties, a valid and enforceable security interest in the Collateral subject thereto, and will constitute a fully perfected security interest in all right, title and interest of the Loan Parties in the Collateral subject thereto, prior and superior to the fullest extent permitted by applicable law, subject any Loan Party’s or any of its Subsidiaries’ properties, assets, rights or interests to the Liens now or hereafter intended to be covered by any of the Term Loan Collateral Documents and (iii) perfect and maintain the validity, effectiveness and priority of any of the Term Loan Collateral Documents and any of the Liens intended to be created thereunderother Person, except for rights secured by Xxxxx permitted under Section 6.02.

Collateral Matters. (ia) The Borrower, on behalf of each Loan Party, (i) acknowledges and agrees that all pledges, grants of security interests and Liens and other obligations under the Term Loan Security Collateral Agreement, upon execution and delivery thereof by the Mortgagesparties thereto, each Account Control Agreement, the other Term Loan Collateral Documents and the other Loan Documents to which such Loan Party is a party are reaffirmed and remain will create in full force and effect on a continuous basis, (ii) reaffirms each Lien granted by such Loan Party to favor of the Administrative Agent and/or Term Loan Collateral Agent Agent, for the benefit of the Secured Parties Parties, a valid and enforceable security interest in the Collateral (as defined therein) and (iiii) acknowledges and agrees that when the grants of security interests and Liens by contained Pledged Securities (as defined therein) constituting certificated securities (as defined in the Term Loan Security Agreement, the Mortgages, each Account Control Agreement and other Term Loan Collateral Documents are, and shall remain, in full force and effect on and after the date hereof. (iiUniform Commercial Code) Until a Repayment Event has occurred, each Loan Party will promptly upon the written request by any Agent, or any Lender through are delivered to the Administrative Agent, executetogether with instruments of transfer duly endorsed in blank, acknowledgethe security interest created under the Collateral Agreement will constitute a fully perfected security interest in all right, delivertitle and interest of the pledgors thereunder in such Pledged Securities (as defined in the Collateral Agreement), recordprior and superior in right to any other Person, re-record, file, re-file, register and re-register any and all such further acts, deeds, conveyances, pledge agreements, mortgages, landlord waivers, estoppel and consent agreements of lessors, deeds of trust, trust deeds, assignments, (ii) when financing statements in appropriate form are filed in the applicable filing offices, the security interest created under the Collateral Agreement will constitute a fully perfected security interest in all right, title and continuations thereof, termination interest of the Loan Parties in the remaining Article 9 Collateral (as defined therein) to the extent perfection can be obtained by filing Uniform Commercial Code financing statements, notices prior and superior to the rights of assignmentany other Person, transfersexcept for rights secured by Xxxxx permitted under Section 6.02. (b) Each Mortgage, certificatesupon execution and delivery thereof by the parties thereto, assurances and other instruments and amendments, modifications or supplements to any will create in favor of the foregoing, in each case, as any Agent, or any Lender through the Administrative Agent, may for the benefit of the Secured Parties, a legal, valid and enforceable security interest in all the applicable mortgagor’s right, title and interest in and to the Mortgaged Properties subject thereto and the proceeds thereof, and when the Mortgages have been filed in the jurisdictions specified therein, the Mortgages will constitute a fully perfected security interest in all right, title and interest of the mortgagors in the Mortgaged Properties and the proceeds thereof, prior and superior in right to any other Person, but subject to Liens permitted under Section 6.02. (c) Upon the recordation of the Collateral Agreement (or a short-form security agreement in form and substance reasonably require from time satisfactory to time the Borrower and the Administrative Agent) with the United States Patent and Trademark Office or the United States Copyright Office, as applicable, and the filing of the financing statements referred to in order to (i) carry out more effectively Section 3.18(a), the purposes security interest created under the Collateral Agreement will constitute a fully perfected security interest in all right, title and interest of the Loan DocumentsParties in the Intellectual Property (as defined in the Collateral Agreement) in which a security interest may be perfected by filing in the United States of America, in each case prior and superior in right to any other Person, but subject to Liens permitted under Section 6.02 (ii) it being understood and agreed that subsequent recordings in the United States Patent and Trademark Office or the United States Copyright Office may be necessary to perfect a security interest in such Intellectual Property acquired by the fullest extent permitted by applicable law, subject any Loan Party’s or any of its Subsidiaries’ properties, assets, rights or interests to Parties after the Liens now or hereafter intended to be covered by any of the Term Loan Collateral Documents and (iii) perfect and maintain the validity, effectiveness and priority of any of the Term Loan Collateral Documents and any of the Liens intended to be created thereunderEffective Date).

Collateral Matters. (ia) The Borrower, on behalf of each Loan Party, (i) acknowledges and agrees that all pledges, grants of security interests and Liens and other obligations under the Term Loan Security Collateral Agreement, upon execution and delivery thereof by the Mortgagesparties thereto, each Account Control Agreement, the other Term Loan Collateral Documents and the other Loan Documents to which such Loan Party is a party are reaffirmed and remain will create in full force and effect on a continuous basis, (ii) reaffirms each Lien granted by such Loan Party to favor of the Administrative Agent and/or Term Loan Collateral Agent Agent, for the benefit of the Secured Parties Parties, a valid and enforceable security interest in the Collateral (as defined therein) and (iiii) acknowledges and agrees that when the grants of security interests and Liens by contained Collateral (as defined therein) constituting certificated securities (as defined in the Term Loan Security Agreement, the Mortgages, each Account Control Agreement and other Term Loan Collateral Documents are, and shall remain, in full force and effect on and after the date hereof. (iiUniform Commercial Code) Until a Repayment Event has occurred, each Loan Party will promptly upon the written request by any Agent, or any Lender through is delivered to the Administrative Agent, executetogether with instruments of transfer duly endorsed in blank, acknowledgethe security interest created under the Collateral Agreement will constitute a fully perfected security interest in all right, delivertitle and interest of the pledgors thereunder in such Collateral, recordprior and superior in right to any other Person, re-record, file, re-file, register and re-register any and all such further acts, deeds, conveyances, pledge agreements, mortgages, landlord waivers, estoppel and consent agreements of lessors, deeds of trust, trust deeds, assignments, (ii) when financing statements in appropriate form are filed in the applicable filing offices, the security interest created under the Collateral Agreement will constitute a fully perfected security interest in all right, title and continuations thereof, termination interest of the Loan Parties in the remaining Collateral (as defined therein) to the extent perfection can be obtained by filing Uniform Commercial Code financing statements, notices prior and superior to the rights of assignmentany other Person, transfersexcept for rights secured by Liens permitted under Section 6.02. (b) Each Mortgage, certificatesupon execution and delivery thereof by the parties thereto, assurances and other instruments and amendments, modifications or supplements to any will create in favor of the foregoing, in each case, as any Agent, or any Lender through the Administrative Agent, may for the benefit of the Secured Parties, a legal, valid and enforceable security interest in all the applicable mortgagor’s right, title and interest in and to the Mortgaged Properties subject thereto and the proceeds thereof, and when the Mortgages have been filed in the jurisdictions specified therein, the Mortgages will constitute a fully perfected security interest in all right, title and interest of the mortgagors in the Mortgaged Properties and the proceeds thereof, prior and superior in right to any other Person, but subject to Liens permitted under Section 6.02. (c) Upon the recordation of the Collateral Agreement (or a short-form security agreement in form and substance reasonably require from time satisfactory to time the Borrower and the Administrative Agent) with the United States Patent and Trademark Office or the United States Copyright Office, as applicable, and the filing of the financing statements referred to in order to paragraph (ia) carry out more effectively of this Section, the purposes security interest created under the Collateral Agreement will constitute a fully perfected security interest in all right, title and interest of the Loan DocumentsParties in the Intellectual Property (as defined in the Collateral Agreement) in which a security interest may be perfected by filing in the United States of America, in each case prior and superior in right to any other Person, but subject to Liens permitted under Section 6.02 (iiit being understood and agreed that subsequent recordings in the United States Patent and Trademark Office or the United States Copyright Office may be necessary to perfect a security interest in such Intellectual Property acquired by the Loan Parties after the Effective Date). (d) Each Security Document, other than any Security Document referred to in the preceding paragraphs of this Section, upon execution and delivery thereof by the parties thereto and the making of the filings and taking of the other actions provided for therein, will be effective under applicable law to create in favor of the Administrative Agent, for the benefit of the Secured Parties, a valid and enforceable security interest in the Collateral subject thereto, and will constitute a fully perfected security interest in all right, title and interest of the Loan Parties in the Collateral subject thereto, prior and superior to the fullest extent rights of any other Person, except for rights secured by Liens permitted by applicable law, subject any Loan Party’s or any of its Subsidiaries’ properties, assets, rights or interests under Section 6.02; provided that notwithstanding anything to the Liens now contrary in any Security Document, no Loan Party shall be required to make any filings or hereafter intended take any other action to be covered by record or perfect the Administrative Agent’s Lien on any Intellectual Property (as defined in the Collateral Agreement) in any jurisdiction other than the United States, any State thereof or the District of the Term Loan Collateral Documents and (iii) perfect and maintain the validity, effectiveness and priority of any of the Term Loan Collateral Documents and any of the Liens intended to be created thereunderColumbia.

Collateral Matters. (ia) The Borrower, on behalf of each Loan Party, (i) acknowledges and agrees that all pledges, grants of security interests and Liens and other obligations under the Term Loan Security Collateral Agreement, upon execution and delivery thereof by the Mortgagesparties thereto, each Account Control Agreement, the other Term Loan Collateral Documents and the other Loan Documents to which such Loan Party is a party are reaffirmed and remain will create in full force and effect on a continuous basis, (ii) reaffirms each Lien granted by such Loan Party to favor of the Administrative Agent and/or Term Loan Collateral Agent Agent, for the benefit of the Secured Parties Parties, a legal, valid and enforceable security interest in the Collateral (as defined therein) and (iiii) acknowledges and agrees that the grants of security interests and Liens by contained when such Collateral constituting certificated securities (as defined in the Term Loan Security Agreement, the Mortgages, each Account Control Agreement and other Term Loan Collateral Documents are, and shall remain, in full force and effect on and after the date hereof. (iiUniform Commercial Code) Until a Repayment Event has occurred, each Loan Party will promptly upon the written request by any Agent, or any Lender through is delivered to the Administrative Agent, executetogether with instruments of transfer duly endorsed in blank, acknowledgethe security interest created under the Collateral Agreement will constitute a fully perfected security interest in all right, delivertitle and interest of the pledgors thereunder in such Collateral, recordprior and superior in right to any other Person, re-record, file, re-file, register and re-register any and all such further acts, deeds, conveyances, pledge agreements, mortgages, landlord waivers, estoppel and consent agreements of lessors, deeds of trust, trust deeds, assignments, (ii) when financing statements in appropriate form are filed in the applicable filing offices, the security interest created under the Collateral Agreement will constitute a fully perfected security interest in all right, title and continuations thereof, termination interest of the Loan Parties in the remaining Collateral (as defined therein) (subject to subsections (b) and (c) of this Section 3.18) to the extent perfection can be obtained by filing Uniform Commercial Code financing statements, notices prior and superior to the rights of assignmentany other Person, transfersexcept for rights secured by Liens permitted under Section 6.02. (b) Each Mortgage, certificatesupon execution and delivery thereof by the parties thereto, assurances and other instruments and amendments, modifications or supplements to any will create in favor of the foregoing, in each case, as any Agent, or any Lender through the Administrative Agent, may for the benefit of the Secured Parties, a legal, valid and enforceable security interest in all the applicable mortgagor’s right, title and interest in and to the Mortgaged Properties subject thereto and the proceeds thereof, and when the Mortgages have been filed in the jurisdictions specified therein, the Mortgages will constitute a fully perfected security interest in all right, title and interest of the mortgagors in the Mortgaged Properties and the proceeds thereof, prior and superior in right to any other Person, but subject to Liens permitted under Section 6.02. (c) Upon the recordation of the Collateral Agreement (or a short-form security agreement in form and substance reasonably require from time satisfactory to time the Borrower and the Administrative Agent) with the United States Patent and Trademark Office or the United States Copyright Office, as applicable, and the filing of the financing statements referred to in order to paragraph (ia) carry out more effectively of this Section, the purposes security interest created under the Collateral Agreement will constitute a fully perfected security interest in all right, title and interest of the Loan DocumentsParties in the Intellectual Property (as defined in the Collateral Agreement) in which a security interest may be perfected by filing in the United States of America, in each case prior and superior in right to any other Person, but subject to Liens permitted under Section 6.02 (ii) it being understood and agreed that subsequent recordings in the United States Patent and Trademark Office or the United States Copyright Office may be necessary to perfect a security interest in such Intellectual Property acquired by the fullest extent permitted by applicable law, subject any Loan Party’s or any of its Subsidiaries’ properties, assets, rights or interests to Parties after the Liens now or hereafter intended to be covered by any of the Term Loan Collateral Documents and (iii) perfect and maintain the validity, effectiveness and priority of any of the Term Loan Collateral Documents and any of the Liens intended to be created thereunderEffective Date).

Collateral Matters. (ia) The BorrowerEach Security Document, on behalf of each Loan Party, is effective to create (i) acknowledges and agrees that all pledges, grants of security interests and Liens and other obligations under the Term Loan Security Agreement, the Mortgages, each Account Control Agreement, the other Term Loan Collateral Documents and the other Loan Documents to which such Loan Party is a party are reaffirmed and remain in full force and effect on a continuous basis, (ii) reaffirms each Lien granted by such Loan Party to the extent described therein) in favor of the Administrative Agent and/or Term Loan Collateral Agent for the benefit of the Secured Parties a legal, valid, enforceable security interest in the Collateral to the extent intended to be created thereby and (iiix) acknowledges when all financing statements and agrees that other appropriate filings or recordings are made in the grants appropriate offices as may be required under applicable law and filings and recordation with the United States Patent and Trademark Office and the United States Copyright Office (which filings or recordings shall be made to the extent required by the applicable Security Document) and (y) when the taking of possession by the Administrative Agent of such Collateral with respect to which a security interest may be perfected by possession (which possession shall be given to the Administrative Agent to the extent possession by the Administrative Agent is required by the applicable Security Document) occurs, then the security interests created by the Security Documents shall constitute so far as possible under relevant law fully perfected first priority Liens on, and security interests in (in each case with respect to such Liens by contained and security interests, to the extent intended to be created thereby and required to be perfected under the Loan Documents) all right, title and interest of the Loan Parties in such Collateral in each case free and clear of any Liens other than Liens permitted under Section 6.02 (it being understood and agreed, in respect of Collateral constituting IP Rights, that subsequent recordings in the Term United States Patent and Trademark Office or the United States Copyright Office may be necessary pursuant to Section 4.05(e) of the Collateral Agreement or to perfect a security interest in such IP Rights included in the Collateral acquired by the Loan Security Agreement, the Mortgages, each Account Control Agreement and other Term Loan Collateral Documents are, and shall remain, in full force and effect on and Parties after the date hereofEffective Date). (iib) Until a Repayment Event has occurredEach Mortgage, each Loan Party upon execution and delivery thereof by the parties thereto, will promptly upon the written request by any Agent, or any Lender through create in favor of the Administrative Agent, executefor the benefit of the Secured Parties, acknowledgea legal, delivervalid and enforceable security interest in all the applicable mortgagor’s right, recordtitle and interest in and to the Mortgaged Properties subject thereto and the proceeds thereof under the laws of the relevant jurisdiction as indicated in the Mortgage, re-recordand when the Mortgages have been filed in the jurisdictions specified therein, filethe Mortgages will constitute a fully perfected security interest in all right, re-filetitle and interest of the mortgagors in the Mortgaged Properties and the proceeds thereof under the laws of the relevant jurisdiction as indicated in the Mortgage, register prior and re-register any and all such further acts, deeds, conveyances, pledge agreements, mortgages, landlord waivers, estoppel and consent agreements of lessors, deeds of trust, trust deeds, assignments, financing statements and continuations thereof, termination statements, notices of assignment, transfers, certificates, assurances and other instruments and amendments, modifications or supplements superior in right to any of the foregoingother Person, in each case, as any Agent, or any Lender through the Administrative Agent, may reasonably require from time but subject to time in order to (i) carry out more effectively the purposes of the Loan Documents, (ii) to the fullest extent Liens permitted by applicable law, subject any Loan Party’s or any of its Subsidiaries’ properties, assets, rights or interests to the Liens now or hereafter intended to be covered by any of the Term Loan Collateral Documents and (iii) perfect and maintain the validity, effectiveness and priority of any of the Term Loan Collateral Documents and any of the Liens intended to be created thereunderunder Section 6.02.

Collateral Matters. (ia) The Borrower, on behalf of each Loan Party, (i) acknowledges and agrees that all pledges, grants of security interests and Liens and other obligations under the Term Loan Security Collateral Agreement, upon execution and delivery thereof by the Mortgagesparties thereto, each Account Control Agreement, the other Term Loan Collateral Documents and the other Loan Documents to which such Loan Party is a party are reaffirmed and remain will create in full force and effect on a continuous basis, (ii) reaffirms each Lien granted by such Loan Party to favor of the Administrative Agent and/or Term Loan Collateral Agent Agent, for the benefit of the Secured Parties Parties, a valid and enforceable security interest in the Collateral (as defined therein) and (iiii) acknowledges and agrees that when the grants of security interests and Liens by contained Collateral (as defined therein) constituting certificated securities (as defined in the Term Loan Security Agreement, the Mortgages, each Account Control Agreement and other Term Loan Collateral Documents are, and shall remain, in full force and effect on and after the date hereof. (iiUniform Commercial Code) Until a Repayment Event has occurred, each Loan Party will promptly upon the written request by any Agent, or any Lender through is delivered to the Administrative Agent, executetogether with instruments of transfer duly endorsed in blank, acknowledgethe security interest created under the Collateral Agreement will constitute a fully perfected security interest in all right, delivertitle and interest of the pledgors thereunder in such Collateral, recordprior and superior in right to any other Person, re-record, file, re-file, register and re-register any and all such further acts, deeds, conveyances, pledge agreements, mortgages, landlord waivers, estoppel and consent agreements of lessors, deeds of trust, trust deeds, assignments, (ii) when financing statements in appropriate form are filed in the applicable filing offices, the security interest created under the Collateral Agreement will constitute a fully perfected security interest in all right, title and continuations thereof, termination interest of the Loan Parties in the remaining Collateral (as defined therein) to the extent perfection can be obtained by filing Uniform Commercial Code financing statements, notices prior and superior to the rights of assignmentany other Person, transfersexcept for rights secured by Liens permitted under Section 6.02. (b) Each Security Document, certificatesother than any Security Document referred to in the preceding paragraphs of this Section, assurances upon execution and other instruments delivery thereof by the parties thereto and amendments, modifications or supplements to any the making of the foregoingfilings and taking of the other actions provided for therein, will be effective under applicable law to create in each case, as any Agent, or any Lender through favor of the Administrative Agent, may reasonably require from time to time for the benefit of the Secured Parties, a valid and enforceable security interest in order to (i) carry out more effectively the purposes Collateral subject thereto, and will constitute a fully perfected security interest in all right, title and interest of the Loan DocumentsParties in the Collateral subject thereto, (ii) prior and superior to the fullest extent permitted by applicable law, subject any Loan Party’s or any of its Subsidiaries’ properties, assets, rights or interests to the Liens now or hereafter intended to be covered by any of the Term Loan Collateral Documents and (iii) perfect and maintain the validity, effectiveness and priority of any of the Term Loan Collateral Documents and any of the other Person, except for rights secured by Liens intended to be created thereunderpermitted under Section 6.02.

Collateral Matters. (ia) The Borrower, on behalf of each Loan Party, (i) acknowledges and agrees that all pledges, grants of security interests and Liens and other obligations under the Term Loan Security Collateral Agreement, upon execution and delivery thereof by the Mortgagesparties thereto, each Account Control Agreement, the other Term Loan Collateral Documents and the other Loan Documents to which such Loan Party is a party are reaffirmed and remain will create in full force and effect on a continuous basis, (ii) reaffirms each Lien granted by such Loan Party to favor of the Administrative Agent and/or Term Loan Collateral Agent Agent, for the benefit of the Secured Parties, a valid and enforceable security interest in the Collateral (as defined therein) and (i) when the Collateral (as defined therein) constituting certificated securities (as defined in the Uniform Commercial Code) is delivered to the Administrative Agent, together with instruments of transfer duly endorsed in blank, the security interest created under the Collateral Agreement will constitute a fully perfected security interest in all right, title and interest of the pledgors thereunder in such Collateral, prior and superior in right to any other Person (in each case, subject to any Liens permitted under Section 6.02), (ii) when control agreements required under the Collateral Agreement have been entered into with respect to Deposit Accounts (other than Excluded Deposit Accounts) constituting Collateral, will constitute a fully perfected security interest in all right, title and interest of the applicable Loan Parties in such Deposit Accounts and (iii) acknowledges and agrees that the grants of security interests and Liens by contained when Uniform Commercial Code financing statements in appropriate form are filed in the Term Loan Security Agreementapplicable filing offices, the Mortgagessecurity interest created under the Collateral Agreement will constitute a fully perfected security interest in all right, each Account Control Agreement title and interest of the Loan Parties in the Collateral (as defined therein) to the extent perfection can be obtained by filing Uniform Commercial Code financing statements, prior and superior to the rights of any other Term Loan Collateral Documents arePerson, and shall remain, in full force and effect on and after the date hereofexcept for rights secured by Liens permitted under Section 6.02. (iib) Until a Repayment Event has occurredEach Mortgage, each Loan Party upon execution and delivery thereof by the parties thereto, will promptly upon the written request by any Agent, or any Lender through create in favor of the Administrative Agent, executefor the benefit of the Secured Parties, acknowledgea legal, delivervalid and enforceable first lien security interest in all the applicable mortgagor’s right, recordtitle and interest in and to the Mortgaged Properties subject thereto and the proceeds thereof, reand when the Mortgages have been filed in the appropriate filing or recording office in the jurisdictions specified therein, the Mortgages will constitute a fully perfected security interest in all right, title and interest of the mortgagors in the Mortgaged Properties and the proceeds thereof, prior and superior to the rights of any other Person, except for rights secured by Liens permitted under Section 6.02. (c) Upon the recordation of the Collateral Agreement (or a short-recordform security agreement in form and substance reasonably satisfactory to the Borrower and the Administrative Agent) with the United States Patent and Trademark Office or the United States Copyright Office, fileas applicable, re-file, register and re-register any and all such further acts, deeds, conveyances, pledge agreements, mortgages, landlord waivers, estoppel and consent agreements the filing of lessors, deeds of trust, trust deeds, assignments, the financing statements referred to in paragraph (a) of this Section, the security interest created under the Collateral Agreement will constitute a fully perfected security interest in all right, title and continuations thereof, termination statements, notices of assignment, transfers, certificates, assurances and other instruments and amendments, modifications or supplements to any interest of the foregoingLoan Parties in the Intellectual Property (as defined in the Collateral Agreement) in which a security interest may be perfected by filing in the United States, in each casecase prior and superior to the rights of any other Person, as any Agentexcept for rights secured by Liens permitted under Section 6.02 (it being understood that subsequent recordings in the United States Patent and Trademark Office or the United States Copyright Office may be necessary to perfect a security interest in such Intellectual Property acquired by the Loan Parties after the Initial Funding Date). (d) Each Security Document, or any Lender through other than the Collateral Agreement, the Guarantee Agreement and the Mortgages, upon execution and delivery thereof by the parties thereto and the making of the filings and taking of the other actions provided for therein, will be effective under applicable law to create in favor of the Administrative Agent, may reasonably require from time to time for the benefit of the Secured Parties, a valid and enforceable security interest in order to (i) carry out more effectively the purposes Collateral subject thereto, and will constitute a fully perfected security interest in all right, title and interest of the Loan DocumentsParties in the Collateral subject thereto, (ii) prior and superior to the fullest extent permitted by applicable law, subject any Loan Party’s or any of its Subsidiaries’ properties, assets, rights or interests to the Liens now or hereafter intended to be covered by any of the Term Loan Collateral Documents and (iii) perfect and maintain the validity, effectiveness and priority of any of the Term Loan Collateral Documents and any of the other Person, except for rights secured by Liens intended to be created thereunderpermitted under Section 6.02.

Collateral Matters. (a) The U.S. Collateral Agreement, upon execution and delivery thereof by the parties thereto and effectiveness thereof, will create in favor of the Administrative Agent, for the benefit of the applicable Secured Parties, a valid and enforceable security interest in the Collateral described therein (subject to any limitations specified therein) and (i) The Borrowerwhen the Collateral described therein constituting certificated securities (as defined in the Uniform Commercial Code) is delivered to the Administrative Agent, on behalf together with instruments of each Loan Partytransfer duly endorsed in blank, (i) acknowledges and agrees that all pledges, grants of the security interests and Liens and other obligations interest created under the Term Loan Security AgreementU.S. Collateral Agreement will constitute a fully perfected security interest in all right, title and interest of the Mortgagespledgors thereunder in such Collateral (subject to any limitations specified therein) to the extent perfection of such security interest can be perfected by control of securities, each Account Control Agreementprior and superior in right to any other Person, the other Term Loan Collateral Documents but subject to Liens permitted by Section 6.02, and the other Loan Documents to which such Loan Party is a party are reaffirmed and remain in full force and effect on a continuous basis, (ii) reaffirms each Lien granted by such when financing statements in appropriate form are filed in the applicable filing offices, the security interest created under the U.S. Collateral Agreement will constitute a fully perfected security interest in all right, title and interest of the Loan Party Parties in the remaining Collateral described therein (subject to any limitations specified therein) to the extent perfection can be obtained by filing Uniform Commercial Code financing statements in such filing offices, prior and superior to the rights of any other Person, but subject to Liens permitted under Section 6.02. (b) [Reserved]. (c) Upon the recordation of the IP Security Agreements with the United States Patent and Trademark Office or the United States Copyright Office, as applicable, and the filing of the financing statements referred to in paragraph (a) of this Section, the security interest created under the U.S. Collateral Agreement will constitute a fully perfected security interest in all right, title and interest of the Loan Parties in the Intellectual Property (as defined in the U.S. Collateral Agreement) in which a security interest may be perfected by filing or recording in the United States of America, in each case prior and superior in right to any other Person, but subject to Liens permitted under Section 6.02 (it being understood that subsequent recordings in the United States Patent and Trademark Office or the United States Copyright Office may be necessary to perfect a security interest in such Intellectual Property acquired or developed by the Loan Parties after the Initial Funding Date). (d) Each Security Document, other than any Security Document referred to in the preceding paragraphs of this Section, upon execution and delivery thereof by the parties thereto and the making of the filings and taking of the other actions provided for therein, will be effective under applicable law to create in favor of the Administrative Agent and/or Term Loan Collateral Agent Agent, for the benefit of the Secured Parties, a valid and enforceable Lien in the Collateral subject thereto and such Liens constitute perfected and continuing Liens on the Collateral, securing the Obligations, enforceable against the Loan Parties and (iii) acknowledges all third parties, and agrees that in each case having priority over all other Liens on the grants of security interests and Liens by contained Collateral except in the Term Loan Security Agreementcase of (a) Liens permitted under Section 6.02, to the Mortgages, each Account Control Agreement and other Term Loan Collateral Documents are, and shall remain, extent any such Lien would have priority over the Liens in full force and effect on and after the date hereof. (ii) Until a Repayment Event has occurred, each Loan Party will promptly upon the written request by any Agent, or any Lender through favor of the Administrative Agent, execute, acknowledge, deliver, record, re-record, file, re-file, register and re-register any and all such further acts, deeds, conveyances, pledge agreements, mortgages, landlord waivers, estoppel and consent agreements of lessors, deeds of trust, trust deeds, assignments, financing statements and continuations thereof, termination statements, notices of assignment, transfers, certificates, assurances and other instruments and amendments, modifications or supplements Agent pursuant to any of applicable law or agreement and (b) Liens perfected only by control or possession to the foregoing, in each case, as any Agent, or any Lender through extent the Administrative Agent, may reasonably require from time to time in order to (i) carry out more effectively the purposes Agent has not obtained or does not maintain control or possession of the Loan Documents, (ii) to the fullest extent permitted by applicable law, subject any Loan Party’s or any of its Subsidiaries’ properties, assets, rights or interests to the Liens now or hereafter intended to be covered by any of the Term Loan Collateral Documents and (iii) perfect and maintain the validity, effectiveness and priority of any of the Term Loan Collateral Documents and any of the Liens intended to be created thereundersuch Collateral.

Collateral Matters. (ia) The Borrower, on behalf of each Loan Party, (i) acknowledges Pledge and agrees that all pledges, grants of security interests and Liens and other obligations under the Term Loan Security Agreement, upon execution and delivery thereof by the Mortgagesparties thereto, each Account Control Agreementwill create in favor of the Collateral Agent, the other Term Loan Collateral Documents and the other Loan Documents to which such Loan Party is a party are reaffirmed and remain in full force and effect on a continuous basis, (ii) reaffirms each Lien granted by such Loan Party to the Administrative Agent and/or Term Loan Collateral Agent for the benefit of the Secured Parties Parties, a valid and enforceable security interest in the Collateral (as defined therein) and (iiii) acknowledges and agrees that when the grants of security interests and Liens by contained Collateral (as defined therein) constituting certificated securities (as defined in the Term Loan Security AgreementUCC) is delivered to the Collateral Agent, together with instruments of transfer duly endorsed in blank, the Mortgagessecurity interest created under the Pledge and Security Agreement will constitute a fully perfected security interest in all right, each Account Control Agreement title and interest of the pledgors thereunder in such Collateral, prior and superior in right to any other Term Loan Collateral Documents arePerson, and shall remain(ii) when financing statements in appropriate form are filed in the applicable filing offices, the security interest created under the Pledge and Security Agreement will constitute a fully perfected security interest in full force all right, title and effect on interest of the Credit Parties in the remaining Collateral (as defined therein) to the extent perfection can be obtained by filing UCC financing statements, prior and after superior in right to the date hereofrights of any other Person, except for rights secured by Permitted Liens. (iib) Until a Repayment Event has occurredEach Mortgage, each Loan Party upon execution and delivery thereof by the parties thereto, will promptly upon create in favor of the written request by any Collateral Agent, for the benefit of the Secured Parties, a legal, valid and enforceable security interest in all the applicable mortgagor’s right, title and interest in and to the Material Real Estate Assets subject thereto and the proceeds thereof, and when the Mortgages have been filed in the jurisdictions specified therein, the Mortgages will constitute a fully perfected security interest in all right, title and interest of the mortgagors in the Material Real Estate Assets subject thereto and the proceeds thereof, prior and superior in right to any other Person, but subject to Permitted Encumbrances. (c) Upon the recordation of the Intellectual Property Security Agreements with the United States Patent and Trademark Office or any Lender through the Administrative AgentUnited States Copyright Office, executeas applicable, acknowledge, deliver, record, re-record, file, re-file, register and re-register any and all such further acts, deeds, conveyances, pledge agreements, mortgages, landlord waivers, estoppel and consent agreements the filing of lessors, deeds of trust, trust deeds, assignments, the financing statements referred to in Section 4.23(a), the security interest created under the Pledge and continuations thereofSecurity Agreement will constitute a fully perfected security interest in all right, termination statements, notices of assignment, transfers, certificates, assurances title and other instruments and amendments, modifications or supplements to any interest of the foregoingCredit Parties in the Intellectual Property (as defined in the Pledge and Security Agreement) in which a security interest may be perfected by filing in the United States Patent and Trademark Office or United States Copyright Office, in each casecase prior and superior in right to any other Person, as but subject to Permitted Liens (it being understood that subsequent recordings in the United States Patent and Trademark Office or the United States Copyright Office may be necessary to perfect a security interest in such Intellectual Property acquired by the Credit Parties after the Closing Date). (d) Each Collateral Document, other than any Collateral Document referred to in the preceding paragraphs of this Section 4.23, 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, or any Lender through for the Administrative Agent, may reasonably require from time to time in order to (i) carry out more effectively the purposes benefit of the Loan DocumentsSecured Parties, (ii) a valid and enforceable security interest in the Collateral subject thereto, 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 fullest extent permitted by applicable law, subject any Loan Party’s or any of its Subsidiaries’ properties, assets, rights or interests to the Liens now or hereafter intended to be covered by any of the Term Loan Collateral Documents and (iii) perfect and maintain the validity, effectiveness and priority of any of the Term Loan Collateral Documents and any of the Liens intended to be created thereunderother Person, except for rights secured by Permitted Liens.

Collateral Matters. (ia) The Borrower, on behalf of each Loan Party, (i) acknowledges and agrees that all pledges, grants of security interests and Liens and other obligations under the Term Loan Security Collateral Agreement, upon execution and delivery thereof by the Mortgagesparties thereto, each Account Control Agreement, the other Term Loan Collateral Documents and the other Loan Documents to which such Loan Party is a party are reaffirmed and remain will create in full force and effect on a continuous basis, (ii) reaffirms each Lien granted by such Loan Party to favor of the Administrative Agent and/or Term Loan Collateral Agent Agent, for the benefit of the Secured Parties Parties, a valid and enforceable security interest in the Collateral (as defined therein) and (iiii) acknowledges and agrees that when the grants of security interests and Liens by contained Collateral (as defined therein) constituting certificated securities (as defined in the Term Loan Security Agreement, the Mortgages, each Account Control Agreement and other Term Loan Collateral Documents are, and shall remain, in full force and effect on and after the date hereof. (iiUniform Commercial Code) Until a Repayment Event has occurred, each Loan Party will promptly upon the written request by any Agent, or any Lender through is delivered to the Administrative Agent, executetogether with instruments of transfer duly endorsed in blank, acknowledgethe security interest created under the Collateral Agreement will constitute a fully perfected security interest in all right, delivertitle and interest of the pledgors thereunder in such Collateral, recordprior and superior in right to any other Person (other than Permitted Encumbrances), re-record, file, re-file, register and re-register any and all such further acts, deeds, conveyances, pledge agreements, mortgages, landlord waivers, estoppel and consent agreements of lessors, deeds of trust, trust deeds, assignments, (ii) when financing statements in appropriate form are filed in the applicable filing offices, the security interest created under the Collateral Agreement will constitute a fully perfected security interest in all right, title and continuations thereof, termination interest of the Loan Parties in the remaining Collateral (as defined therein) to the extent perfection can be obtained by filing Uniform Commercial Code financing statements, notices prior and superior to the rights of assignmentany other Person (other than Permitted Encumbrances). (b) Each Mortgage, transfersupon execution and delivery thereof by the parties thereto, certificates, assurances and other instruments and amendments, modifications or supplements to any will create in favor of the foregoing, in each case, as any Agent, or any Lender through the Administrative Agent, may reasonably require from time for the benefit of the Secured Parties, a legal, valid and enforceable security interest in all the applicable mortgagor’s right, title and interest in and to time the Mortgaged Properties subject thereto and the proceeds thereof, and when the Mortgages have been filed in order the jurisdictions specified therein, the Mortgages will constitute a fully perfected security interest in all right, title and interest of the mortgagors in the Mortgaged Properties and the proceeds thereof, prior and superior in right to any other Person, other than Permitted Encumbrances. (ic) carry out more effectively Upon the purposes recordation of the IP Security Agreements with the United States Patent and Trademark Office or the United States Copyright Office, as applicable, and the filing of the financing statements referred to in paragraph (a) of this Section, the security interest created under the Collateral Agreement will constitute a fully perfected security interest in all right, title and interest of the Loan DocumentsParties in the Intellectual Property (as defined in the Collateral Agreement) in which a security interest may be perfected by filing in the United States of America, in each case prior and superior in right to any other Person, other than Permitted Encumbrances (ii) it being understood that subsequent recordings in the United States Patent and Trademark Office or the United States Copyright Office may be necessary to perfect a security interest in such Intellectual Property acquired by the fullest extent permitted by applicable law, subject any Loan Party’s or any of its Subsidiaries’ properties, assets, rights or interests to Parties after the Liens now or hereafter intended to be covered by any of the Term Loan Collateral Documents and (iii) perfect and maintain the validity, effectiveness and priority of any of the Term Loan Collateral Documents and any of the Liens intended to be created thereunderEffective Date).

Collateral Matters. (ia) The Borrower, on behalf of each Loan Party, (i) acknowledges and agrees that all pledges, grants of security interests and Liens and other obligations under the Term Loan Security Collateral Agreement, upon execution and delivery thereof by the Mortgagesparties thereto, each Account Control Agreement, the other Term Loan Collateral Documents and the other Loan Documents to which such Loan Party is a party are reaffirmed and remain will create in full force and effect on a continuous basis, (ii) reaffirms each Lien granted by such Loan Party to favor of the Administrative Agent and/or Term Loan Collateral Agent Agent, for the benefit of the Secured Parties Parties, a valid and enforceable security interest in the Collateral (as defined therein) and (iiii) acknowledges and agrees that when the grants of security interests and Liens by contained Collateral (as defined therein) constituting certificated securities (as defined in the Term Loan Security Agreement, the Mortgages, each Account Control Agreement and other Term Loan Collateral Documents are, and shall remain, in full force and effect on and after the date hereof. (iiUniform Commercial Code) Until a Repayment Event has occurred, each Loan Party will promptly upon the written request by any Agent, or any Lender through is delivered to the Administrative Agent, executetogether with instruments of transfer duly endorsed in blank, acknowledgethe security interest created under the Collateral Agreement will constitute a fully perfected security interest in all right, delivertitle and interest of the Loan Parties thereunder in such Collateral, recordprior and superior in right to any other Person, re-record, file, re-file, register and re-register any and all such further acts, deeds, conveyances, pledge agreements, mortgages, landlord waivers, estoppel and consent agreements of lessors, deeds of trust, trust deeds, assignments, (ii) when financing statements in appropriate form are filed in the applicable filing offices, the security interest created under the Collateral Agreement will constitute a fully perfected security interest in all right, title and continuations thereof, termination interest of the Loan Parties in the remaining Collateral (as defined therein) to the extent perfection can be obtained by filing Uniform Commercial Code financing statements, notices prior and superior to the rights of assignmentany other Person, transfersexcept for rights secured by Liens permitted under Section 6.02. (b) Each Mortgage, certificatesupon execution and delivery thereof by the parties thereto, assurances and other instruments and amendments, modifications or supplements to any will create in favor of the foregoing, in each case, as any Agent, or any Lender through the Administrative Agent, may reasonably require from time for the benefit of the Secured Parties, a legal, valid and enforceable security interest in all the applicable mortgagor’s right, title and interest in and to time the Mortgaged Properties subject thereto and the proceeds thereof, and when the Mortgages have been filed in order the jurisdictions specified therein, to the extent the filing of a Mortgage in such jurisdictions can perfect a security interest in all right, title and interest of the mortgagors in the Mortgaged Properties and the proceeds thereof, the Mortgages will constitute a fully perfected security interest in all right, title and interest of the mortgagors in the Mortgaged Properties and the proceeds thereof, prior and superior to the rights of any other Person, except for rights secured by Liens permitted under Section 6.02. (ic) carry out more effectively Upon the purposes recordation of the IP Security Agreements with the United States Patent and Trademark Office or the United States Copyright Office, as applicable, and the filing of the financing statements referred to in paragraph (a) of this Section, the security interest created under the Collateral Agreement will constitute a fully perfected security interest in all right, title and interest of the Loan DocumentsParties in the Intellectual Property (as defined in the Collateral Agreement) in which a security interest may be perfected by filing in the United States of America, (ii) in each case prior and superior to the fullest extent rights of any other Person, except for rights secured by Liens permitted under Section 6.02 (it being understood that subsequent recordings in the United States Patent and Trademark Office or the United States Copyright Office may be necessary to perfect a security interest in such Intellectual Property acquired by the Loan Parties after the Availability Date). (d) Each Security Document, other than any Security Document referred to in the preceding paragraphs of this Section, upon execution and delivery thereof by the parties thereto and the making of the filings and taking of the other actions provided for therein, will be effective under applicable lawlaw to create in favor of the Administrative Agent, for the benefit of the Secured Parties, a valid and enforceable security interest in the Collateral subject any thereto, and will constitute a fully perfected security interest in all right, title and interest of the Loan Party’s or any of its Subsidiaries’ propertiesParties in the Collateral subject thereto, assets, rights or interests prior and superior to the Liens now or hereafter intended to be covered by any of the Term Loan Collateral Documents and (iii) perfect and maintain the validity, effectiveness and priority rights of any of the Term Loan Collateral Documents and any of the other Person, except for rights secured by Liens intended to be created thereunderpermitted under Section 6.02.

Collateral Matters. (ia) The Borrower, on behalf of each Loan Party, (i) acknowledges and agrees that all pledges, grants of security interests and Liens and other obligations under the Term Loan Security Collateral Agreement, upon execution and delivery thereof by the Mortgagesparties thereto, each Account Control Agreement, the other Term Loan Collateral Documents and the other Loan Documents to which such Loan Party is a party are reaffirmed and remain will create in full force and effect on a continuous basis, (ii) reaffirms each Lien granted by such Loan Party to favor of the Administrative Agent and/or Term Loan Collateral Agent Agent, for the benefit of the Secured Parties Parties, a valid and enforceable security interest in the Collateral (as defined therein) and (iiii) acknowledges and agrees that when the grants of security interests and Liens by contained Collateral (as defined therein) constituting certificated securities (as defined in the Term Loan Security Agreement, the Mortgages, each Account Control Agreement and other Term Loan Collateral Documents are, and shall remain, in full force and effect on and after the date hereof. (iiUniform Commercial Code) Until a Repayment Event has occurred, each Loan Party will promptly upon the written request by any Agent, or any Lender through is delivered to the Administrative Agent, executetogether with instruments of transfer duly endorsed in blank, acknowledgethe security interest created under the Collateral Agreement will constitute a fully perfected security interest in all right, delivertitle and interest of the pledgors thereunder in such Collateral, recordprior and superior in right to any other Person (other than Permitted Encumbrances that by operation of law or contract would have priority over the Obligations), re-record, file, re-file, register and re-register any and all such further acts, deeds, conveyances, pledge agreements, mortgages, landlord waivers, estoppel and consent agreements of lessors, deeds of trust, trust deeds, assignments, (ii) when financing statements in appropriate form are filed in the applicable filing offices, the security interest created under the Collateral Agreement will constitute a fully perfected security interest in all right, title and continuations thereof, termination interest of the Loan Parties in the remaining Collateral (as defined therein) to the extent perfection can be obtained by filing Uniform Commercial Code financing statements, notices prior and superior to the rights of assignmentany other Person (other than Liens permitted under Section 6.02). (b) Each Mortgage, transfersupon execution and delivery thereof by the parties thereto, certificates, assurances and other instruments and amendments, modifications or supplements to any will create in favor of the foregoing, in each case, as any Agent, or any Lender through the Administrative Agent, may for the benefit of the Secured Parties, a legal, valid and enforceable security interest in all the applicable mortgagor’s right, title and interest in and to the Mortgaged Properties subject thereto and the proceeds thereof, and when the Mortgages have been filed in the jurisdictions specified therein, the Mortgages will constitute a fully perfected security interest in all right, title and interest of the mortgagors in the Mortgaged Properties and the proceeds thereof, prior and superior in right to any other Person, other than Liens permitted under Section 6.02. (c) Upon the recordation of the Collateral Agreement (or a short-form security agreement in form and substance reasonably require from time satisfactory to time the Company and the Administrative Agent) with the United States Patent and Trademark Office or the United States Copyright Office, as applicable, and the filing of the financing statements referred to in order to paragraph (ia) carry out more effectively of this Section 3.15, the purposes security interest created under the Collateral Agreement will constitute a fully perfected security interest in all right, title and interest of the Loan DocumentsParties in the Intellectual Property (as defined in the Collateral Agreement) in which a security interest may be perfected by filing or recording in the United States of America, in each case prior and superior in right to any other Person, other than Liens permitted under Section 6.02 (iiit being understood and agreed that subsequent recordings in the United States Patent and Trademark Office or the United States Copyright Office may be necessary to perfect a security interest in such Intellectual Property acquired or developed by the Loan Parties after the Effective Date). (d) Each Security Document, upon execution and delivery thereof by the parties thereto and the making of the filings and taking of the other actions provided for therein, will be effective under applicable law to create in favor of the Administrative Agent, for the benefit of the Secured Parties, a valid and enforceable security interest in the Collateral subject thereto, and will constitute a fully perfected security interest in all right, title and interest of the Loan Parties in the Collateral subject thereto, prior and superior to the fullest extent permitted by applicable law, subject any Loan Party’s or any of its Subsidiaries’ properties, assets, rights or interests to the Liens now or hereafter intended to be covered by any of the Term Loan Collateral Documents and (iii) perfect and maintain the validity, effectiveness and priority of any of the Term Loan Collateral Documents and any of the other Person, except for rights secured by Liens intended to be created thereunderpermitted under Section 6.02.

Collateral Matters. (ia) The Borrower, on behalf of each Loan Party, (i) acknowledges and agrees that all pledges, grants of security interests and Liens and other obligations under the Term Loan Security Collateral Agreement, upon execution and delivery thereof by the Mortgagesparties thereto, each Account Control Agreement, the other Term Loan Collateral Documents and the other Loan Documents to which such Loan Party is a party are reaffirmed and remain will create in full force and effect on a continuous basis, (ii) reaffirms each Lien granted by such Loan Party to favor of the Administrative Agent and/or Term Loan Collateral Agent Agent, for the benefit of the Secured Parties Parties, a valid and enforceable security interest in the Collateral (as defined therein) and (iiii) acknowledges and agrees that when the grants of security interests and Liens by contained Collateral (as defined therein) constituting certificated securities (as defined in the Term Loan Security Agreement, the Mortgages, each Account Control Agreement and other Term Loan Collateral Documents are, and shall remain, in full force and effect on and after the date hereof. (iiUniform Commercial Code) Until a Repayment Event has occurred, each Loan Party will promptly upon the written request by any Agent, or any Lender through is delivered to the Administrative Agent, executetogether with instruments of transfer duly endorsed in blank, acknowledgethe security interest created under the Collateral Agreement will constitute a fully perfected security interest in all right, delivertitle and interest of the pledgors thereunder in such Collateral, recordprior and superior in right to any other Person, re-record, file, re-file, register and re-register any and all such further acts, deeds, conveyances, pledge agreements, mortgages, landlord waivers, estoppel and consent agreements of lessors, deeds of trust, trust deeds, assignments, (ii) when financing statements in appropriate form are filed in the applicable filing offices, the security interest created under the Collateral Agreement will constitute a fully perfected security interest in all right, title and continuations thereof, termination interest of the Loan Parties in the remaining Collateral (as defined therein) to the extent perfection can be obtained by filing Uniform Commercial Code financing statements, notices prior and superior to the rights of assignmentany other Person. (b) Each Security Document, transfersother than any Security Document referred to in the preceding paragraphs of this Section, certificatesincluding each Foreign Pledge Agreement, assurances upon execution and other instruments delivery thereof by the parties thereto and amendments, modifications or supplements to any the making of the foregoingfilings and taking of the other actions provided for therein, will be effective under applicable law to create in each case, as any Agent, or any Lender through favor of the Administrative Agent, may reasonably require from time to time for the benefit of the Secured Parties, a valid and enforceable security interest in order to (i) carry out more effectively the purposes Collateral subject thereto, and will constitute a fully perfected security interest in all right, title and interest of the Loan DocumentsParties in the Collateral subject thereto, (ii) prior and superior to the fullest extent permitted by applicable law, subject any Loan Party’s or any of its Subsidiaries’ properties, assets, rights or interests to the Liens now or hereafter intended to be covered by any of the Term Loan Collateral Documents and (iii) perfect and maintain the validity, effectiveness and priority of any of the Term Loan Collateral Documents and any of the Liens intended to be created thereunderother Person.

Collateral Matters. (a) The Collateral Agreement, upon execution and delivery thereof by the parties thereto, will create in favor of the Administrative Agent, for the benefit of the Credit Parties, a valid and enforceable security interest in the Collateral (as defined therein) and (i) The Borrowerwhen the Collateral (as defined therein) constituting certificated securities (as defined in the UCC) is delivered to the Administrative Agent, on behalf together with instruments of transfer duly endorsed in blank, the security interest created under the Collateral Agreement will constitute a fully perfected security interest in all right, title and interest of the pledgors thereunder in such Collateral, prior and superior in right to any other Person and (ii) when UCC financing statements in appropriate form are filed in the applicable filing offices, the security interest created under the Collateral Agreement will constitute a fully perfected security interest in all right, title and interest of the Loan Parties in the remaining Collateral (as defined therein) to the extent perfection can be obtained by filing UCC financing statements, prior and superior to the rights of any other Person, except for rights secured by Liens permitted under ‎Section 7.03(b), in the case of each Loan Partyof clauses ‎(i) and ‎(ii). (b) Each Mortgage, upon execution and delivery thereof by the parties thereto, will create in favor of the Administrative Agent, for the benefit of the Credit Parties, a legal, valid and enforceable security interest in all the applicable mortgagor’s right, title and interest in and to the Mortgaged Properties subject thereto and the proceeds thereof except as enforceability may be limited by (ia) acknowledges bankruptcy, insolvency or other similar laws affecting creditors’ rights and agrees that (b) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or law), and when the Mortgages have been filed in the jurisdictions specified therein, the Mortgages will constitute a fully perfected security interest in all pledgesright, grants title and interest of the mortgagors in the Mortgaged Properties and the proceeds thereof, prior and superior in right to any other Person, but subject to Liens permitted under ‎Section 7.03(b). (c) Upon the recordation of the IP Security Agreements with the United States Patent and Trademark Office or the United States Copyright Office, as applicable, against the registrations and applications for Intellectual Property listed or required to be listed in the schedules to the IP Security Agreements, and the filing of the UCC financing statements referred to in paragraph ‎(a) of this ‎Section 6.21, the security interests and Liens and other obligations interest created under the Term Collateral Agreement will constitute a fully perfected security interest in all right, title and interest of the Loan Security Parties in the Intellectual Property owned or controlled by the Borrower and each of its Restricted Subsidiaries in which a security interest may be perfected by filing with the United States Patent and Trademark Office or the United States Copyright Office, in each case prior and superior in right to any other Person, but subject to Liens permitted under ‎Section 7.03(b) (it being understood that subsequent recordings in the United States Patent and Trademark Office or the United States Copyright Office may be necessary to perfect a security interest in such Intellectual Property acquired by the Loan Parties after the Closing Date). (d) Upon the execution and delivery of the Escrow Agreement, the Mortgages, each Account Control Agreementfunding of the Term Loans and the deposit of the proceeds of the Term Loans in the Escrow Account, the other Term Loan Collateral Documents and the other Loan Documents to which such Loan Party is a party are reaffirmed and remain in full force and effect on a continuous basis, (ii) reaffirms each Lien granted by such Loan Party to security interest of the Administrative Agent and/or Term Loan Collateral Agent for the benefit of the Secured Credit Parties and (iii) acknowledges and agrees that the grants of security interests and Liens by contained in the Term Loan Security Agreement, the Mortgages, each Account Control Agreement and other Term Loan Collateral Documents are, and shall remain, in full force and effect on and after the date hereof. (ii) Until a Repayment Event has occurred, each Loan Party will promptly upon the written request by any Agent, or any Lender through the Administrative Agent, execute, acknowledge, deliver, record, re-record, file, re-file, register and re-register any and all such further acts, deeds, conveyances, pledge agreements, mortgages, landlord waivers, estoppel and consent agreements of lessors, deeds of trust, trust deeds, assignments, financing statements and continuations thereof, termination statements, notices of assignment, transfers, certificates, assurances and other instruments and amendments, modifications or supplements to any of the foregoing, in each case, as any Agent, or any Lender through the Administrative Agent, may reasonably require from time to time in order to (i) carry out more effectively the purposes of the Loan Documents, (ii) to the fullest extent permitted by applicable law, subject any Loan Party’s or any of its Subsidiaries’ properties, assets, rights or interests to the Liens now or hereafter intended to be covered by any proceeds of the Term Loan Collateral Documents Loans held in the Escrow Account will constitute a fully perfected security interest in all right, title and (iii) perfect and maintain the validity, effectiveness and priority of any interest of the Term Loan Collateral Documents Initial Borrower thereunder in such proceeds and account, prior and superior in right to any of the Liens intended to be created thereunderother Person.

Collateral Matters. (ia) The Borrower, on behalf Each of each Loan Party, (i) acknowledges and agrees that all pledges, grants of security interests and Liens and other obligations under the Term Loan Security Agreement, the Mortgages, each Account Control Agreement, the other Term Loan Collateral Documents and creates (or when executed, will create, as the other Loan Documents case may be), as security for the Obligations purported to which such Loan Party is a party are reaffirmed and remain in full force and effect on a continuous basisbe secured thereby, (ii) reaffirms each Lien granted by such Loan Party subject to the Administrative Agent and/or Term Loan provisions hereof and thereof, a legal, valid and enforceable security interest in favor of the Collateral Agent for the benefit of the applicable Secured Parties in all the Collateral subject to such Collateral Document, and each such Collateral Document will, upon completion of the filing of UCC and PPSA financing statements, constitute a fully perfected Lien on, and security interest in, all of the Collateral described therein to the extent a security interest therein can be perfected by the filing of UCC and PPSA financing statements (iii) acknowledges except for Collateral the security interest in respect of which is not required to be perfected under the Credit Documents). The pledgor or grantor, as the case may be, under each Collateral Document has good title to all Collateral subject thereto free and agrees that clear of all Liens other than Permitted Liens. No filings or recordings are required in order to perfect the grants of security interests and Liens created under the Collateral Documents, except for filings or recordings listed on Schedule 6.21 (as amended by contained each Perfection Certificate delivered to the Administrative Agent after the Closing Date), all of which shall have been made on or prior to the Closing Date except as otherwise expressly provided in Schedule 6.21 (or such Perfection Certificates, as applicable). (b) When the applicable Collateral Document (or a short-form version thereof or, in the Term Loan case of the Canadian Pledge and Security Agreement, a notice thereof) is filed in the MortgagesUnited States Patent and Trademark Office, each Account Control Agreement and other Term Loan Collateral Documents arethe United States Copyright Office or the Canadian Intellectual Property Office, as applicable, the security interest created thereunder shall constitute a fully perfected Lien on, and shall remainsecurity interest in, in full force all right, title and effect on and after the date hereof. (ii) Until a Repayment Event has occurred, each Loan Party will promptly upon the written request by any Agent, or any Lender through the Administrative Agent, execute, acknowledge, deliver, record, re-record, file, re-file, register and re-register any and all such further acts, deeds, conveyances, pledge agreements, mortgages, landlord waivers, estoppel and consent agreements of lessors, deeds of trust, trust deeds, assignments, financing statements and continuations thereof, termination statements, notices of assignment, transfers, certificates, assurances and other instruments and amendments, modifications or supplements to any interest of the foregoingCredit Parties in the Intellectual Property (as such term is defined in the U.S. Pledge and Security Agreement or the Canadian Pledge and Security Agreement, as applicable) in which a security interest may be perfected by filing, recording or registering a security agreement or analogous document in the United States Patent and Trademark Office, the United States Copyright Office or the Canadian Intellectual Property Office, as applicable, in each casecase prior and superior in right to any other Person, other than with respect to the rights of Persons pursuant to Permitted Liens (it being understood that subsequent recordings in the United States Patent and Trademark Office, the United States Copyright Office and the Canadian Intellectual Property Office, as any Agent, or any Lender through the Administrative Agentapplicable, may reasonably require from time be necessary to time in order to (i) carry out more effectively perfect a lien on registered trademarks, trademark applications and copyrights acquired by the purposes of Credit Parties after the Loan Documents, (ii) to the fullest extent permitted by applicable law, subject any Loan Party’s or any of its Subsidiaries’ properties, assets, rights or interests to the Liens now or hereafter intended to be covered by any of the Term Loan Collateral Documents and (iii) perfect and maintain the validity, effectiveness and priority of any of the Term Loan Collateral Documents and any of the Liens intended to be created thereunderClosing Date).

Collateral Matters. (ia) The Borrower, on behalf of each Loan Party, (i) acknowledges Pledge and agrees that all pledges, grants of security interests and Liens and other obligations under the Term Loan Security Agreement, upon execution and delivery thereof by the Mortgagesparties thereto, each Account Control Agreementwill create in favor of the Collateral Agent, the other Term Loan Collateral Documents and the other Loan Documents to which such Loan Party is a party are reaffirmed and remain in full force and effect on a continuous basis, (ii) reaffirms each Lien granted by such Loan Party to the Administrative Agent and/or Term Loan Collateral Agent for the benefit of the Secured Parties Parties, a valid and enforceable security interest in the Collateral (as defined therein) and (iiii) acknowledges and agrees that when the grants of security interests and Liens by contained Collateral (as defined therein) constituting certificated securities (as defined in the Term Loan Security AgreementUCC) is delivered to the Collateral Agent, together with instruments of transfer duly endorsed in blank, the Mortgagessecurity interest created under the Pledge and Security Agreement will constitute a fully perfected security interest in all right, each Account Control Agreement title and interest of the pledgors thereunder in such Collateral, prior and superior in right to any other Term Loan Collateral Documents arePerson, but subject to Permitted Liens, and shall remain(ii) when financing statements in appropriate form are filed in the applicable filing offices, the security interest created under the Pledge and Security Agreement will constitute a fully perfected security interest in full force all right, title and effect on interest of the Credit Parties in the remaining Collateral (as defined therein) to the extent perfection can be obtained by filing UCC or PPSA financing statements, prior and after the date hereofsuperior in right to any other Person, but subject to Permitted Liens. (b) Each Mortgage, upon execution and delivery thereof by the parties thereto, will create in favor of the Collateral Agent, for the benefit of the Secured Parties, a legal, valid and enforceable security interest in all the applicable mortgagor’s right, title and interest in and to the Real Estate Asset subject thereto and the proceeds thereof (except as such enforceability may be limited by Debtor Relief Laws and general principles of equity), and when the Mortgages have been filed in the jurisdictions specified therein, the Mortgages will constitute fully perfected security interests in all right, title and interest of the mortgagors in the Real Estate Assets subject thereto and the proceeds thereof, prior and superior in right to any other Person, but subject to Permitted Liens. (c) Upon the recordation of the Intellectual Property Grants of Security Interest with the United States Patent and Trademark Office, the United States Copyright Office or the Canadian Intellectual Property Office, as applicable, and the filing of the financing statements referred to in Section 4.21(a), the security interest created under the Pledge and Security Agreement will constitute a fully perfected security interest in all right, title and interest of the Credit Parties in the Intellectual Property in which a security interest may be perfected by filing in the United States Patent and Trademark Office, United States Copyright Office or the Canadian Intellectual Property Office, in each case prior and superior in right to any other Person, but subject to Permitted Liens (it being understood that subsequent recordings in the United States Patent and Trademark Office, the United States Copyright Office or the Canadian Intellectual Property Office may be necessary to perfect a security interest in such Intellectual Property acquired by the Credit Parties after the Closing Date). (d) Each Collateral Document, other than any Collateral Document referred to in the preceding paragraphs of this Section 4.21, 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 (except as such enforceability may be limited by Debtor Relief Laws and general principles of equity), 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 rights of any other Person, but subject to Permitted Liens. (e) Notwithstanding anything in this Agreement (including this Section 4.21) or in any other Credit Document to the contrary, none of Holdings, the Borrower or any Restricted Subsidiary makes, or shall be deemed to have made, any representation or warranty as to (i) the perfection or non-perfection, the priority or the enforceability of any security interest in any Collateral consisting of Equity Interests in any Foreign Subsidiary (except with respect to NX Utilities ULC), or as to the rights and remedies of the Collateral Agent or any Secured Party with respect thereto under any foreign law (except, solely with respect to the assets of, or Equity Interests in, NX Utilities ULC, the federal laws of Canada or any province or territory of Canada), (ii) Until a Repayment Event has occurred, each Loan Party will promptly upon the written request by creation of any Agentsecurity interest, or the perfection or non-perfection, the priority or the enforceability of any Lender through the Administrative Agent, execute, acknowledge, deliver, record, re-record, file, re-file, register and re-register any and all such further acts, deeds, conveyances, pledge agreements, mortgages, landlord waivers, estoppel and consent agreements of lessors, deeds of trust, trust deeds, assignments, financing statements and continuations thereof, termination statements, notices of assignment, transfers, certificates, assurances and other instruments and amendments, modifications or supplements to any of the foregoingsecurity interest, in each case, as any Agent, or any Lender through the Administrative Agent, may reasonably require from time to time in order to (i) carry out more effectively the purposes of the Loan Documents, (ii) to the fullest extent permitted by applicable law, subject any Loan Party’s such security interest or any of its Subsidiaries’ properties, assets, rights or interests perfection is expressly not required pursuant to the Liens now Collateral and Guarantee Requirement or hereafter intended to be covered by any of the Term Loan Collateral Documents and (iii) perfect on the Closing Date and maintain until required pursuant to the validityfinal paragraph of Section 3.1, effectiveness and priority the creation of any security interest, or the perfection or non-perfection, the priority or enforceability of the Term Loan Collateral Documents and any of the Liens intended security interest that is expressly not required to be created thereunderor in effect on the Closing Date pursuant to such paragraph.

Collateral Matters. (ia) The BorrowerPledge and Security Agreement creates in favor of Collateral Agent, on behalf of each Loan Party, (i) acknowledges and agrees that all pledges, grants of security interests and Liens and other obligations under the Term Loan Security Agreement, the Mortgages, each Account Control Agreement, the other Term Loan Collateral Documents and the other Loan Documents to which such Loan Party is a party are reaffirmed and remain in full force and effect on a continuous basis, (ii) reaffirms each Lien granted by such Loan Party to the Administrative Agent and/or Term Loan Collateral Agent for the benefit of the Secured Parties Parties, a valid and enforceable security interest in the Collateral subject thereto and (iiii) acknowledges and agrees that when the grants of security interests and Liens by contained Collateral subject thereto constituting certificated securities (as defined in the Term Loan Security AgreementUniform Commercial Code) is delivered to Collateral Agent, together with instruments of transfer duly endorsed in blank, the Mortgagessecurity interest created under the Pledge and Security Agreement will constitute a fully perfected security interest in all right, each Account Control Agreement title and interest of the pledgors thereunder in such Collateral, prior and superior in right to any other Term Loan Collateral Documents arePerson, except for rights secured by Permitted Liens which by operation of law or contract would have priority over the Liens securing the Obligations, and shall remain(ii) when financing statements in appropriate form are filed in the applicable filing offices, the security interest created under the Pledge and Security Agreement will constitute a fully perfected security interest in full force all right, title and effect on interest of the Credit Parties in the remaining Collateral subject thereto to the extent perfection can be obtained by filing Uniform Commercial Code financing statements, prior and after superior to the date hereofrights of any other Person, except for rights secured by Permitted Liens which by operation of law or contract would have priority over the Liens securing the Obligations. (iib) Until a Repayment Event has occurredUpon the recordation of the Intellectual Property Security Agreements with the United States Patent and Trademark Office or the United States Copyright Office, each Loan Party will promptly upon as applicable, and the written request by any Agent, or any Lender through filing of the Administrative Agent, execute, acknowledge, deliver, record, re-record, file, re-file, register and re-register any and all such further acts, deeds, conveyances, pledge agreements, mortgages, landlord waivers, estoppel and consent agreements of lessors, deeds of trust, trust deeds, assignments, financing statements referred to in Section 4.23(a), the security interest created under the Pledge and continuations thereofSecurity Agreement will constitute a fully perfected security interest in all right, termination statements, notices of assignment, transfers, certificates, assurances title and other instruments and amendments, modifications or supplements to any interest of the foregoingCredit Parties in the Intellectual Property in which a security interest may be perfected by filing in such offices in the United States, in each casecase prior and superior in right to any other Person, as any Agentbut subject to Permitted Liens (it being understood that subsequent recordings in the United States Patent and Trademark Office or the United States Copyright Office may be necessary to perfect a security interest in such Intellectual Property acquired by the Credit Parties after the Closing Date). Notwithstanding anything to the contrary in this Agreement and in the Collateral Documents, or any Lender through the Administrative Agent, may reasonably require from time to time no actions shall be required in order to (i) carry out more effectively create or perfect any security interest in any Intellectual Property applied for, registered or otherwise arising under the purposes law of any jurisdiction outside of the Loan DocumentsUnited States, (ii) to the fullest extent permitted by applicable law, subject any Loan Party’s and no foreign law security or any of its Subsidiaries’ properties, assets, rights pledge agreements or interests to the Liens now foreign intellectual property filings or hereafter intended to searches shall be covered by any of the Term Loan Collateral Documents and (iii) perfect and maintain the validity, effectiveness and priority of any of the Term Loan Collateral Documents and any of the Liens intended to be created thereunderrequired.

Collateral Matters. (ia) The Borrower, on behalf of each Loan Party, (i) acknowledges Pledge and agrees that all pledges, grants of security interests and Liens and other obligations under the Term Loan Security Agreement, upon execution and delivery thereof by the Mortgagesparties thereto, each Account Control Agreementwill create in favor of the Collateral Agent, the other Term Loan Collateral Documents and the other Loan Documents to which such Loan Party is a party are reaffirmed and remain in full force and effect on a continuous basis, (ii) reaffirms each Lien granted by such Loan Party to the Administrative Agent and/or Term Loan Collateral Agent for the benefit of the Secured Parties Parties, a valid and enforceable security interest in the Collateral (as defined therein) and (iiii) acknowledges and agrees that when the grants of security interests and Liens by contained Collateral (as defined therein) constituting certificated securities (as defined in the Term Loan Security AgreementUniform Commercial Code) is delivered to the Collateral Agent, together with instruments of transfer duly endorsed in blank, the Mortgagessecurity interest created under the Pledge and Security Agreement will constitute a fully perfected security interest in all right, each Account Control Agreement title and interest of the pledgors thereunder in such Collateral, prior and superior in right to any other Term Loan Collateral Documents arePerson, and shall remain(ii) when financing statements in appropriate form are filed in the applicable filing offices, the security interest created under the Pledge and Security Agreement will constitute a fully perfected security interest in full force all right, title and effect on interest of the Credit Parties in the remaining Collateral (as defined therein) to the extent perfection can be obtained by filing Uniform Commercial Code financing statements, prior and after superior to the date hereofrights of any other Person, except for rights secured by Permitted Encumbrances. (iib) Until a Repayment Event has occurredUpon the recordation of the Intellectual Property Security Agreements with the United States Patent and Trademark Office or the United States Copyright Office, each Loan Party will promptly upon as applicable, and the written request by any Agent, or any Lender through filing of the Administrative Agent, execute, acknowledge, deliver, record, re-record, file, re-file, register and re-register any and all such further acts, deeds, conveyances, pledge agreements, mortgages, landlord waivers, estoppel and consent agreements of lessors, deeds of trust, trust deeds, assignments, financing statements referred to in Section 4.23(a), the security interest created under the Pledge and continuations thereofSecurity Agreement will constitute a fully perfected security interest in all right, termination statements, notices of assignment, transfers, certificates, assurances title and other instruments and amendments, modifications or supplements to any interest of the foregoingCredit Parties in the Intellectual Property (as defined in the Pledge and Security Agreement) in which a security interest may be perfected by filing in the United States of America, in each casecase prior and superior in right to any other Person, as but subject to Permitted Encumbrances (it being understood that subsequent recordings in the United States Patent and Trademark Office or the United States Copyright Office may be necessary to perfect a security interest in such Intellectual Property acquired by the Credit Parties after the Closing Date). (c) Each Collateral Document, other than any Collateral Document referred to in the preceding paragraphs of this Section 4.23, 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, or any Lender through for the Administrative Agent, may reasonably require from time to time in order to (i) carry out more effectively the purposes benefit of the Loan DocumentsSecured Parties, (ii) a valid and enforceable security interest in the Collateral subject thereto, 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 fullest extent permitted by applicable law, subject any Loan Party’s or any of its Subsidiaries’ properties, assets, rights or interests to the Liens now or hereafter intended to be covered by any of the Term Loan Collateral Documents and (iii) perfect and maintain the validity, effectiveness and priority of any of the Term Loan Collateral Documents and any of the Liens intended to be created thereunderother Person, except for rights secured by Permitted Encumbrances.

Collateral Matters. (ia) The Borrower, on behalf Collateral Agreement is effective to create in favor of each Loan Party, (i) acknowledges and agrees that all pledges, grants of security interests and Liens and other obligations under the Term Loan Security Agreement, the Mortgages, each Account Control Agreement, the other Term Loan Collateral Documents and the other Loan Documents to which such Loan Party is a party are reaffirmed and remain in full force and effect on a continuous basis, (ii) reaffirms each Lien granted by such Loan Party to the Administrative Agent and/or Term Loan Collateral Agent (for the benefit of the Secured Parties Parties) a legal, valid and (iii) acknowledges and agrees that the grants of enforceable security interests and Liens by contained interest in the Term Collateral described therein subject to applicable bankruptcy, insolvency, reorganization or other laws affecting creditors’ rights and to general principles of equity, regardless of whether considered in a proceeding in equity or at law. Except as otherwise required hereby or under any other Loan Security Document, in the case of (i) the certificated Pledged Collateral described in the Collateral Agreement, the Mortgageswhen certificates or promissory notes (in each case, each Account Control Agreement and other Term Loan if any), as applicable, representing such certificated Pledged Collateral Documents are, and shall remain, in full force and effect on and after the date hereof. (ii) Until a Repayment Event has occurred, each Loan Party will promptly upon the written request by any Agent, or any Lender through are delivered to the Administrative Agent, executetogether with instruments of transfer duly endorsed in blank, acknowledgeand (ii) the other Collateral described in the Collateral Agreement (other than the Intellectual Property), deliver, record, re-record, file, re-file, register and re-register any and all such further acts, deeds, conveyances, pledge agreements, mortgages, landlord waivers, estoppel and consent agreements of lessors, deeds of trust, trust deeds, assignments, when financing statements in appropriate form are filed in the applicable filing offices, the security interest created under the Collateral Agreement in such Collateral will constitute a first priority perfected security interest in all right, title and continuations thereof, termination statements, notices of assignment, transfers, certificates, assurances and other instruments and amendments, modifications or supplements to any of the foregoing, in each case, as any Agent, or any Lender through the Administrative Agent, may reasonably require from time to time in order to (i) carry out more effectively the purposes interest of the Loan DocumentsParties in such Collateral, except for rights secured by Liens permitted under Section 6.02. (iib) Each Mortgage, upon execution and delivery thereof by the parties thereto, will create in favor of the Collateral Agent, for the benefit of the Secured Parties, a legal, valid and enforceable subject to applicable bankruptcy, insolvency, reorganization or other laws affecting creditors’ rights and to general principles of equity, regardless of whether considered in a proceeding in equity or at law security interest in all the applicable mortgagor’s right, title and interest in and to the fullest extent permitted by applicable lawMortgaged Properties subject thereto and the proceeds thereof, subject any Loan Party’s or any of its Subsidiaries’ propertiesand when the Mortgages have been filed in the jurisdictions specified therein, assetsthe Mortgages will constitute a first priority perfected security interest in all right, rights or interests to the Liens now or hereafter intended to be covered by any title and interest of the Term Loan Collateral Documents mortgagors in the Mortgaged Properties and the proceeds thereof, but subject to Liens permitted under Section 6.02. (iiic) perfect and maintain Upon the validity, effectiveness and priority of any recordation of the Term Loan Collateral Documents Intellectual Property Security Agreements with the United States Patent and any Trademark Office or the United States Copyright Office, as applicable, and the filing of the financing statements referred to in paragraph (a) of this Section, the security interest created under the Collateral Agreement in the specifically identified Intellectual Property therein will constitute a first priority perfected security interest in all right, title and interest of the Loan Parties in the Intellectual Property in which a security interest may be perfected by filing in the United States of America, but subject to Liens intended permitted under Section 6.02 (it being understood that subsequent recordings in the United States Patent and Trademark Office or the United States Copyright Office may be necessary to be created thereunderperfect a security interest in such Intellectual Property acquired by the Loan Parties after the Closing Date).

Collateral Matters. (ia) The Borrower, on behalf of each Loan Party, (i) acknowledges Pledge and agrees that all pledges, grants of security interests and Liens and other obligations under the Term Loan Security Agreement, upon execution and delivery thereof by the Mortgagesparties thereto, each Account Control Agreementwill create in favor of the Collateral Agent, the other Term Loan Collateral Documents and the other Loan Documents to which such Loan Party is a party are reaffirmed and remain in full force and effect on a continuous basis, (ii) reaffirms each Lien granted by such Loan Party to the Administrative Agent and/or Term Loan Collateral Agent for the benefit of the Secured Parties Parties, a valid and enforceable security interest in the Collateral (as defined therein) and (iiii) acknowledges and agrees that when the grants of security interests and Liens by contained Collateral (as defined therein) constituting certificated securities (as defined in the Term Loan Security AgreementUCC) is delivered to the Collateral Agent, together with instruments of transfer duly endorsed in blank, the Mortgagessecurity interest created under the Pledge and Security Agreement will constitute a fully perfected security interest in all right, each Account Control Agreement title and interest of the pledgors thereunder in such Collateral, prior and superior in right to any other Term Loan Collateral Documents arePerson, and shall remain(ii) when financing statements in appropriate form are filed in the applicable filing offices, the security interest created under the Pledge and Security Agreement will constitute a fully perfected security interest in full force all right, title and effect on interest of the Credit Parties in the remaining Collateral (as defined therein) to the extent perfection can be obtained by filing UCC financing statements, prior and after the date hereofsuperior in right to any other Person, except for rights secured by Permitted Liens. (iib) Until a Repayment Event has occurredEach Mortgage, each Loan Party upon execution and delivery thereof by the parties thereto, will promptly upon create in favor of the written request by any Collateral Agent, for the benefit of the Secured Parties, a legal, valid and enforceable security interest in all the applicable mortgagor’s right, title and interest in and to the Real Estate Asset subject thereto and the proceeds thereof, and when the Mortgages have been filed in the jurisdictions specified therein, the Mortgages will constitute a fully perfected security interest in all right, title and interest of the mortgagors in the Real Estate Assets subject thereto and the proceeds thereof, prior and superior in right to any other Person, but subject to the Permitted Liens and other rights of Governmental Authorities arising by operation of law. (c) Upon the recordation of the Intellectual Property Security Agreements with the United States Patent and Trademark Office or any Lender through the Administrative AgentUnited States Copyright Office, executeas applicable, acknowledge, deliver, record, re-record, file, re-file, register and re-register any and all such further acts, deeds, conveyances, pledge agreements, mortgages, landlord waivers, estoppel and consent agreements the filing of lessors, deeds of trust, trust deeds, assignments, the financing statements referred to in Section 4.22(a), the security interest created under the Pledge and continuations thereofSecurity Agreement will constitute a fully perfected security interest in all right, termination statements, notices of assignment, transfers, certificates, assurances title and other instruments and amendments, modifications or supplements to any interest of the foregoingCredit Parties in the Intellectual Property in which a security interest may be perfected by filing in the United States Patent and Trademark Office or United States Copyright Office, in each casecase prior and superior in right to any other Person, as any Agent, but subject to Permitted Liens (it being understood that subsequent recordings in the United States Patent and Trademark Office or any Lender through the Administrative Agent, United States Copyright Office may reasonably require from time be necessary to time perfect a security interest in order to (i) carry out more effectively such Intellectual Property acquired by the purposes of Credit Parties after the Loan Documents, (ii) to the fullest extent permitted by applicable law, subject any Loan Party’s or any of its Subsidiaries’ properties, assets, rights or interests to the Liens now or hereafter intended to be covered by any of the Term Loan Collateral Documents and (iii) perfect and maintain the validity, effectiveness and priority of any of the Term Loan Collateral Documents and any of the Liens intended to be created thereunderClosing Date).

Collateral Matters. (ia) The Borrower, on behalf of each Loan Party, (i) acknowledges and agrees that all pledges, grants of security interests and Liens and other obligations under the Term Loan Security Collateral Agreement, upon execution and delivery thereof by the Mortgagesparties thereto, each Account Control Agreement, the other Term Loan Collateral Documents and the other Loan Documents to which such Loan Party is a party are reaffirmed and remain will create in full force and effect on a continuous basis, (ii) reaffirms each Lien granted by such Loan Party to favor of the Administrative Agent and/or Term Loan Collateral Agent Agent, for the benefit of the Secured Parties Parties, a valid and enforceable security interest in the Collateral (as defined therein) and (iiii) acknowledges and agrees that when the grants of security interests and Liens by contained Collateral (as defined therein) constituting certificated securities (as defined in the Term Loan Security Agreement, the Mortgages, each Account Control Agreement and other Term Loan Collateral Documents are, and shall remain, in full force and effect on and after the date hereof. (iiUniform Commercial Code) Until a Repayment Event has occurred, each Loan Party will promptly upon the written request by any Agent, or any Lender through is delivered to the Administrative Agent, executetogether with instruments of transfer duly endorsed in blank, acknowledgethe security interest created under the Collateral Agreement will constitute a fully perfected security interest in all right, delivertitle and interest of the pledgors thereunder in such Collateral, recordprior and superior in right to any other Person (other than Liens securing the payment of obligations under the First Lien Credit Agreement and Other First Lien Secured Indebtedness and Permitted Encumbrances that by operation of law or contract would have priority over the Obligations), re-record, file, re-file, register and re-register any and all such further acts, deeds, conveyances, pledge agreements, mortgages, landlord waivers, estoppel and consent agreements of lessors, deeds of trust, trust deeds, assignments, (ii) when financing statements in appropriate form are filed in the applicable filing offices, the security interest created under the Collateral Agreement will constitute a fully perfected security interest in all right, title and continuations thereof, termination interest of the Loan Parties in the remaining Collateral (as defined therein) to the extent perfection can be obtained by filing Uniform Commercial Code financing statements, notices prior and superior to the rights of assignmentany other Person (other than Liens permitted under Section 6.02 that by operation of law or contract would have priority over the Obligations). (b) Each Mortgage, transfersupon execution and delivery thereof by the parties thereto, certificates, assurances and other instruments and amendments, modifications or supplements to any will create in favor of the foregoing, in each case, as any Agent, or any Lender through the Administrative Agent, for the benefit of the Secured Parties, a legal, valid and enforceable security interest in all the applicable mortgagor’s right, title and interest in and to the Mortgaged Properties subject thereto and the proceeds thereof, and when the Mortgages have been filed in the jurisdictions specified therein, the Mortgages will constitute a fully perfected security interest in all right, title and interest of the mortgagors in the Mortgaged Properties and the proceeds thereof, prior and superior in right to any other Person, other than Liens securing the payment of obligations under the First Lien Credit Agreement and Other First Lien Secured Indebtedness and Permitted Encumbrances that by operation of law or contract would have priority over the Obligations. (c) Upon the recordation of the Collateral Agreement (or a short-form security agreement in form and substance as may reasonably require from time be necessary to time perfect the interest of the Administrative Agent) with the United States Patent and Trademark Office or the United States Copyright Office, as applicable, and the filing of the financing statements referred to in order to paragraph (ia) carry out more effectively of this Section, the purposes security interest created under the Collateral Agreement will constitute a fully perfected security interest in all right, title and interest of the Loan DocumentsParties in the Intellectual Property (as defined in the Collateral Agreement) in which a security interest may be perfected by filing in the United States of America, in each case prior and superior in right to any other Person, other than Liens securing the payment of obligations under the First Lien Credit Agreement and Other First Lien Secured Indebtedness and Permitted Encumbrances that by operation of law or contract would have priority over the Obligations (iiit being understood and agreed that subsequent recordings in the United States Patent and Trademark Office or the United States Copyright Office may be necessary to perfect a security interest in such Intellectual Property acquired by the Loan Parties after the Effective Date). (d) Each Security Document, upon execution and delivery thereof by the parties thereto and the making of the filings and taking of the other actions provided for therein, will be effective under applicable law to create in favor of the Administrative Agent, for the benefit of the Secured Parties, a valid and enforceable security interest in the Collateral subject thereto, and will constitute a fully perfected security interest in all right, title and interest of the Loan Parties in the Collateral subject thereto, prior and superior to the fullest extent permitted by applicable law, subject any Loan Party’s or any of its Subsidiaries’ properties, assets, rights or interests to the Liens now or hereafter intended to be covered by any of the Term Loan Collateral Documents and (iii) perfect and maintain the validity, effectiveness and priority of any other Person, except for rights secured by Liens permitted under Section 6.02 that by operation of law or contract would have priority over the Term Loan Collateral Documents and any of the Liens intended to be created thereunderObligations.

Collateral Matters. (a) The Collateral Agreement, upon execution and delivery thereof by the parties thereto, will create in favor of the Lender, a valid and enforceable security interest in the Collateral (as defined therein) and (i) The Borrowerwhen the Collateral (as defined therein) constituting certificated securities (as defined in the Uniform Commercial Code), on behalf is delivered to the Lender, or is delivered to a collateral agent for Lender subject to the terms and conditions of each Loan Partythe Intercreditor Agreement, (i) acknowledges and agrees that all pledgestogether with instruments of transfer duly endorsed in blank, grants of the security interests and Liens and other obligations interest created under the Term Collateral Agreement will constitute a fully perfected security interest in all right, title and interest of the pledgors thereunder in such Collateral, prior and superior in right to any other Person other than the secured parties under the First Lien Loan Security AgreementDocuments, the Mortgages, each Account Control Agreement, the other Term Loan Collateral Documents and the other Loan Documents to which such Loan Party is a party are reaffirmed and remain in full force and effect on a continuous basis, (ii) reaffirms each Lien granted by such when financing statements in appropriate form are filed in the applicable filing offices, the security interest created under the Collateral Agreement will constitute a fully perfected security interest in all right, title and interest of the Loan Party Parties in the remaining Collateral (as defined therein) to the Administrative Agent and/or Term Loan Collateral Agent extent perfection can be obtained by filing Uniform Commercial Code financing statements, prior and superior to the rights of any other Person, except for rights secured by Liens permitted by Section 6.02. (b) Each Mortgage, upon execution and delivery thereof by the benefit parties thereto, will create in favor of the Secured Parties Lender, a legal, valid and (iii) acknowledges enforceable second lien and agrees that security interest in all the grants of security interests applicable mortgagor’s right, title and Liens by contained interest in and to the Mortgaged Properties and when the Mortgages have been filed in the Term Loan Security Agreementjurisdictions specified therein, the MortgagesMortgages will constitute a fully perfected second lien mortgage and security interest in all right, each Account Control title and interest of the mortgagors in the Mortgaged Properties and the proceeds thereof, prior and superior in right to any other Person, but subject to Liens permitted by Section 6.02. (c) Upon the recordation of the Copyright Security Agreement with the United States Copyright Office pursuant to 17 U.S.C. § 205 and other Term the regulations thereunder and the filing of the financing statements referred to in paragraph (a) of this Section, the security interest created under the Collateral Agreement will constitute a fully perfected security interest in all right, title and interest of the Loan Collateral Documents are, and shall remainParties in the material Copyrights in which a security interest may be perfected by filing in the United States of America, in full force each case prior and effect on and superior in right to any other Person, but subject to Liens permitted by Section 6.02 (it being understood that subsequent recordings in the United States Copyright Office may be necessary to perfect a security interest in such Copyrights acquired by the Loan Parties after the date hereofof this Agreement). (iid) Until a Repayment Event has occurredEach Security Document, each Loan Party will promptly other than any Security Document referred to in the preceding paragraphs of this Section, upon execution and delivery thereof by the written request by any Agent, or any Lender through parties thereto and the Administrative Agent, execute, acknowledge, deliver, record, re-record, file, re-file, register and re-register any and all such further acts, deeds, conveyances, pledge agreements, mortgages, landlord waivers, estoppel and consent agreements of lessors, deeds of trust, trust deeds, assignments, financing statements and continuations thereof, termination statements, notices of assignment, transfers, certificates, assurances and other instruments and amendments, modifications or supplements to any making of the foregoingfilings and taking of the other actions provided for therein, will be effective under applicable law to create in each casefavor of the Lender, as any Agenta valid and enforceable security interest in the Collateral subject thereto and will constitute a fully perfected security interest in all right, or any Lender through the Administrative Agent, may reasonably require from time to time in order to (i) carry out more effectively the purposes title and interest of the Loan DocumentsParties in the Collateral subject thereto, (ii) prior and superior to the fullest extent rights of any other Person, except for rights secured by Liens permitted by applicable law, subject any Loan Party’s or any of its Subsidiaries’ properties, assets, rights or interests to the Liens now or hereafter intended to be covered by any of the Term Loan Collateral Documents and (iii) perfect and maintain the validity, effectiveness and priority of any of the Term Loan Collateral Documents and any of the Liens intended to be created thereunderSection 6.02.

Collateral Matters. (ia) The Borrower, on behalf of each Loan Party, (i) acknowledges and agrees that all pledges, grants of security interests and Liens and other obligations under the Term Loan Security Domestic Collateral Agreement, upon execution and delivery thereof by the Mortgagesparties thereto, each Account Control Agreement, the other Term Loan Collateral Documents and the other Loan Documents to which such Loan Party is a party are reaffirmed and remain will create in full force and effect on a continuous basis, (ii) reaffirms each Lien granted by such Loan Party to favor of the Administrative Agent and/or Term Loan Collateral Agent Agent, for the benefit of the Secured Parties Parties, a valid and enforceable security interest in the Collateral (as defined therein) and (iiii) acknowledges and agrees that when the grants of security interests and Liens by contained Collateral (as defined therein) constituting certificated securities (as defined in the Term Loan Security Agreement, the Mortgages, each Account Control Agreement and other Term Loan Collateral Documents are, and shall remain, in full force and effect on and after the date hereof. (iiUniform Commercial Code) Until a Repayment Event has occurred, each Loan Party will promptly upon the written request by any Agent, or any Lender through is delivered to the Administrative Agent, executetogether with instruments of transfer duly endorsed in blank, acknowledgethe security interest created under the Domestic Collateral Agreement will constitute a fully perfected security interest in all right, delivertitle and interest of the pledgors thereunder in such Collateral, recordprior and superior in right to any other Person, re-record, file, re-file, register and re-register any and all such further acts, deeds, conveyances, pledge agreements, mortgages, landlord waivers, estoppel and consent agreements of lessors, deeds of trust, trust deeds, assignments, (ii) when financing statements in appropriate form are filed in the applicable filing offices, the security interest created under the Domestic Collateral Agreement will constitute a fully perfected security interest in all right, title and continuations thereof, termination interest of the Domestic Loan Parties in the remaining Collateral (as defined therein) to the extent perfection can be obtained by filing Uniform Commercial Code financing statements, notices prior and superior to the rights of assignmentany other Person, transfersexcept for rights secured by Liens permitted by Section 7.01. (b) Each Domestic Mortgage, certificatesupon execution and delivery thereof by the parties thereto, assurances and other instruments and amendments, modifications or supplements to any will create in favor of the foregoing, in each case, as any Agent, or any Lender through the Administrative Agent, may reasonably require from time to time in order to (i) carry out more effectively for the purposes benefit of the Loan DocumentsSecured Parties, (ii) a legal, valid and enforceable security interest in all the applicable mortgagor’s right, title and interest in and to the fullest extent Mortgaged Properties subject thereto and the proceeds thereof, and when the Domestic Mortgages have been filed in the jurisdictions specified therein, the Domestic Mortgages will constitute a fully perfected security interest in all right, title and interest of the mortgagors in the Mortgaged Properties and the proceeds thereof, prior and superior in right to any other Person, but subject to Liens permitted by applicable law, subject any Loan Party’s or any of its Subsidiaries’ properties, assets, rights or interests to Section 7.01. (c) Upon the Liens now or hereafter intended to be covered by any recordation of the Term Loan Domestic Collateral Documents Agreement (or a short-form version thereof) with the United States Patent and (iii) perfect Trademark Office or the United States Copyright Office, as applicable, and maintain the validity, effectiveness and priority of any filing of the Term Loan financing statements referred to in subsection (a) above, the security interest created under the Domestic Collateral Documents Agreement will constitute a fully perfected security interest in all right, title and any interest of the Domestic Loan Parties in the Intellectual Property (as defined in the Domestic Collateral Agreement) in which a security interest may be perfected by filing in the United States of America, in each case prior and superior in right to any other Person, but subject to Liens intended permitted by Section 7.01 (it being understood that subsequent recordings in the United States Patent and Trademark Office or the United States Copyright Office may be necessary to perfect a security interest in such Intellectual Property acquired by the Domestic Loan Parties after the Restatement Effective Date). (d) Each Security Document, other than any Security Document referred to in the preceding subsections of this Section 5.22, 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 created thereundereffective under applicable law to create in favor of the Administrative Agent, for the benefit of the secured parties specified therein, a valid and enforceable security interest in the Collateral subject thereto.

Collateral Matters. (ia) The Borrower, on behalf of each Loan Party, (i) acknowledges and agrees that all pledges, grants of security interests and Liens and other obligations under the Term Loan Security Collateral Agreement, upon execution and delivery thereof by the Mortgagesparties thereto, each Account Control Agreement, the other Term Loan Collateral Documents and the other Loan Documents to which such Loan Party is a party are reaffirmed and remain will create in full force and effect on a continuous basis, (ii) reaffirms each Lien granted by such Loan Party to favor of the Administrative Agent and/or Term Loan Collateral Agent Agent, for the benefit of the Secured Parties Parties, a valid and enforceable security interest in the Collateral (as defined therein) and (iiii) acknowledges and agrees that when the grants of security interests and Liens by contained Collateral (as defined therein) constituting certificated securities (as defined in the Term Loan Security Agreement, the Mortgages, each Account Control Agreement and other Term Loan Collateral Documents are, and shall remain, in full force and effect on and after the date hereof. (iiUniform Commercial Code) Until a Repayment Event has occurred, each Loan Party will promptly upon the written request by any Agent, or any Lender through is delivered to the Administrative Agent, executetogether with instruments of transfer duly endorsed in blank, acknowledgethe security interest created under the Collateral Agreement will constitute a fully perfected security interest in all right, delivertitle and interest of the pledgors thereunder in such Collateral, recordprior and superior in right to any other Person (other than Permitted Encumbrances that by operation of law or contract would have priority over the Obligations), re-record, file, re-file, register and re-register any and all such further acts, deeds, conveyances, pledge agreements, mortgages, landlord waivers, estoppel and consent agreements of lessors, deeds of trust, trust deeds, assignments, (ii) when financing statements in appropriate form are filed in the applicable filing offices, the security interest created under the Collateral Agreement will constitute a fully perfected security interest in all right, title and continuations thereof, termination interest of the Loan Parties in the remaining Collateral (as defined therein) to the extent perfection can be obtained by filing Uniform Commercial Code financing statements, notices prior and superior to the rights of assignmentany other Person (other than Liens permitted under Section 6.02). (b) Each Mortgage, transfersupon execution and delivery thereof by the parties thereto, certificates, assurances and other instruments and amendments, modifications or supplements to any will create in favor of the foregoing, in each case, as any Agent, or any Lender through the Administrative Agent, may for the benefit of the Secured Parties, a legal, valid and enforceable security interest in all the applicable mortgagor's right, title and interest in and to the Mortgaged Properties subject thereto and the proceeds thereof, and when the Mortgages have been filed in the jurisdictions specified therein, the Mortgages will constitute a fully perfected security interest in all right, title and interest of the mortgagors in the Mortgaged Properties and the proceeds thereof, prior and superior in right to any other Person, other than Liens permitted under Section 6.02. (c) Upon the recordation of the Collateral Agreement (or a short-form security agreement in form and substance reasonably require from time satisfactory to time the Company and the Administrative Agent) with the United States Patent and Trademark Office or the United States Copyright Office, as applicable, and the filing of the financing statements referred to in order to paragraph (ia) carry out more effectively of this Section 3.15, the purposes security interest created under the Collateral Agreement will constitute a fully perfected security interest in all right, title and interest of the Loan DocumentsParties in the Intellectual Property (as defined in the Collateral Agreement) in which a security interest may be perfected by filing or recording in the United States of America, in each case prior and superior in right to any other Person, other than Liens permitted under Section 6.02 (iiit being understood and agreed that subsequent recordings in the United States Patent and Trademark Office or the United States Copyright Office may be necessary to perfect a security interest in such Intellectual Property acquired or developed by the Loan Parties after the Effective Date). (d) Each Security Document, upon execution and delivery thereof by the parties thereto and the making of the filings and taking of the other actions provided for therein, will be effective under applicable law to create in favor of the Administrative Agent, for the benefit of the Secured Parties, a valid and enforceable security interest in the Collateral subject thereto, and will constitute a fully perfected security interest in all right, title and interest of the Loan Parties in the Collateral subject thereto, prior and superior to the fullest extent permitted by applicable law, subject any Loan Party’s or any of its Subsidiaries’ properties, assets, rights or interests to the Liens now or hereafter intended to be covered by any of the Term Loan Collateral Documents and (iii) perfect and maintain the validity, effectiveness and priority of any of the Term Loan Collateral Documents and any of the other Person, except for rights secured by Liens intended to be created thereunderpermitted under Section 6.02.

Collateral Matters. (i) The Borrower, on behalf of each Loan Party, (i) acknowledges Pledge and agrees that all pledges, grants of security interests and Liens and other obligations under the Term Loan Security Agreement, upon execution and delivery thereof by the Mortgagesparties thereto, each Account Control Agreementwill create in favor of the Collateral Agent, the other Term Loan Collateral Documents and the other Loan Documents to which such Loan Party is a party are reaffirmed and remain in full force and effect on a continuous basis, (ii) reaffirms each Lien granted by such Loan Party to the Administrative Agent and/or Term Loan Collateral Agent for the benefit of the Secured Parties Parties, a valid and enforceable security interest in the Collateral (as defined therein) and (iiii) acknowledges and agrees that when the grants of security interests and Liens by contained Collateral (as defined therein) constituting certificated securities (as defined in the Term Loan Security AgreementUCC) is delivered to the Collateral Agent, together with instruments of transfer duly endorsed in blank, the Mortgagessecurity interest created under the Pledge and Security Agreement will constitute a fully perfected security interest in all right, each Account Control Agreement title and interest of the pledgors thereunder in such Collateral, prior and superior in right to any other Term Loan Collateral Documents arePerson (subject to any Pari Passu Intercreditor Agreement), and shall remain(ii) when financing statements in appropriate form are filed in the applicable filing offices, the security interest created under the Pledge and Security Agreement will constitute a fully perfected security interest in full force all right, title and effect on interest of the Credit Parties in the remaining Collateral (as defined therein) to the extent perfection can be obtained by filing UCC financing statements, prior and after the date hereofsuperior in right to any other Person, but subject to Permitted Liens. (a) Each Mortgage, upon execution and delivery thereof by the parties thereto, will create in favor of the Collateral Agent, for the benefit of the Secured Parties, a legal, valid and enforceable security interest in all the applicable mortgagor’s right, title and interest in and to the Real Estate Asset subject thereto and the proceeds thereof (except as such enforceability may be limited by Debtor Relief Laws and general principles of equity), and when the Mortgages have been filed in the jurisdictions specified therein, the Mortgages will constitute fully perfected security interests in all right, title and interest of the mortgagors in the Real Estate Assets subject thereto and the proceeds thereof, prior and superior in right to any other Person, but subject to the Permitted Liens. (b) Upon the recordation of the Intellectual Property Security Agreements with the United States Patent and Trademark Office or the United States Copyright Office, as applicable, and the filing of the financing statements referred to in Section 4.21(a), the security interest created under the Pledge and Security Agreement will constitute a fully perfected security interest in all right, title and interest of the Credit Parties in the Intellectual Property in which a security interest may be perfected by filing in the United States Patent and Trademark Office or United States Copyright Office, in each case prior and superior in right to any other Person, but subject to Permitted Liens (it being understood that subsequent recordings in the United States Patent and Trademark Office or the United States Copyright Office may be necessary to perfect a security interest in such Intellectual Property acquired by the Credit Parties after the Closing Date). (c) Each Collateral Document, other than any Collateral Document referred to in the preceding paragraphs of this Section 4.21, 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 (except as such enforceability may be limited by Debtor Relief Laws and general principles of equity), 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 rights of any other Person, but subject to Permitted Liens. (d) Notwithstanding anything in this Agreement (including this Section 4.21) or in any other Credit Document to the contrary, neither the Borrower nor any Restricted Subsidiary makes, or shall be deemed to have made, any representation or warranty as to (i) the perfection or non-perfection, the priority or the enforceability of any security interest in any Collateral consisting of Equity Interests in any Foreign Subsidiary, or as to the rights and remedies of the Collateral Agent or any Secured Party with respect thereto under any foreign law, (ii) Until a Repayment Event has occurred, each Loan Party will promptly upon the written request by creation of any Agentsecurity interest, or the perfection or non-perfection, the priority or the enforceability of any Lender through the Administrative Agent, execute, acknowledge, deliver, record, re-record, file, re-file, register and re-register any and all such further acts, deeds, conveyances, pledge agreements, mortgages, landlord waivers, estoppel and consent agreements of lessors, deeds of trust, trust deeds, assignments, financing statements and continuations thereof, termination statements, notices of assignment, transfers, certificates, assurances and other instruments and amendments, modifications or supplements to any of the foregoingsecurity interest, in each case, as any Agent, or any Lender through the Administrative Agent, may reasonably require from time to time in order to (i) carry out more effectively the purposes of the Loan Documents, (ii) to the fullest extent permitted by applicable law, subject any Loan Party’s such security interest or any of its Subsidiaries’ properties, assets, rights or interests perfection is expressly not required pursuant to the Liens now Collateral and Guarantee Requirement or hereafter intended to be covered by any of the Term Loan Collateral Documents and (iii) perfect on the Closing Date and maintain until required pursuant to the validityfinal paragraph of Section 3.1, effectiveness and priority the creation of any security interest, or the perfection or non-perfection, priority or enforceability of the Term Loan Collateral Documents and any of the Liens intended security interest that is expressly not required to be created thereunderor in effect on the Closing Date pursuant to such paragraph.

Collateral Matters. (a) When executed and delivered, the Collateral and Guarantee Agreement will be effective to create in favor of the Administrative Agent, for the ratable benefit of the Secured Parties, a valid and enforceable security interest in the Collateral (as defined therein) and (i) The Borrower, on behalf of each Loan Party, when Collateral (ias defined therein) acknowledges and agrees that all pledges, grants of security interests and Liens and other obligations under constituting certificated securities (as defined in the Term Loan Security Agreement, the Mortgages, each Account Control Agreement, the other Term Loan Collateral Documents and the other Loan Documents to which such Loan Party Uniform Commercial Code) is a party are reaffirmed and remain in full force and effect on a continuous basis, (ii) reaffirms each Lien granted by such Loan Party delivered to the Administrative Agent and/or Term Loan thereunder together with instruments of transfer duly endorsed in blank, the Lien thereon granted pursuant to the Collateral Agent for the benefit and Guarantee Agreement will constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Secured Parties pledgors thereunder in such Collateral, prior and superior in right to any other Person, and (iiiii) acknowledges and agrees that the grants of security interests and Liens by contained when financing statements in appropriate form are properly filed in the Term Loan Security Agreementoffices specified in the Perfection Certificate, the Mortgages, each Account Control Collateral and Guarantee Agreement and other Term Loan Collateral Documents are, and shall remain, in full force and effect will constitute a fully perfected Lien on and after security interest in all right, title and interest of the date hereofgrantors in the remaining Collateral (as defined therein) to the extent such Lien may be perfected by the filing of a financing statement in such offices, prior and superior to the rights of any other Person, except Liens expressly permitted by Section 6.06. (iib) Until [Intentionally Omitted.] (c) Upon the recordation of the IP Security Agreements with the United States Patent and Trademark Office and the United States Copyright Office and the filing of any applicable financing statements as provided in the preceding subsection (a), the Lien created under the Collateral and Guarantee Agreement will constitute a Repayment Event has occurredfully perfected Lien on all right, each title and interest of the Loan Party will promptly upon Parties in the written request by any Agent, registered Intellectual Property or any Lender through applications therefore other than any “intent to use” application for which a statement of use has not been filed, in which a security interest may be fully perfected by filing in the Administrative Agent, execute, acknowledge, deliver, record, re-record, file, re-file, register United States Patent and re-register any Trademark Office and all such further acts, deeds, conveyances, pledge agreements, mortgages, landlord waivers, estoppel and consent agreements of lessors, deeds of trust, trust deeds, assignments, financing statements and continuations thereof, termination statements, notices of assignment, transfers, certificates, assurances and other instruments and amendments, modifications or supplements to any of the foregoingUnited States Copyright Office, in each casecase prior and superior in right to any other Person, as any Agentexcept Liens expressly permitted under Section 6.06 (it being understood that subsequent recordings in the United States Patent and Trademark Office or the United States Copyright Office may be necessary to perfect a Lien on registered trademarks and trademark applications or copyrights, or any Lender through the Administrative Agentrespectively, may reasonably require from time to time in order to (i) carry out more effectively the purposes of acquired by the Loan Documents, (ii) to Parties after the fullest extent permitted by applicable law, subject any Loan Party’s or any of its Subsidiaries’ properties, assets, rights or interests to the Liens now or hereafter intended to be covered by any of the Term Loan Collateral Documents and (iii) perfect and maintain the validity, effectiveness and priority of any of the Term Loan Collateral Documents and any of the Liens intended to be created thereunderAmendment Effective Date).

Collateral Matters. (a) When executed and delivered, the Collateral and Guarantee Agreement will be effective to create in favor of the Administrative Agent, for the ratable benefit of the Secured Parties, a valid and enforceable security interest in the Collateral (as defined therein) and (i) The Borrower, on behalf of each Loan Party, when Collateral (ias defined therein) acknowledges and agrees that all pledges, grants of security interests and Liens and other obligations under constituting certificated securities (as defined in the Term Loan Security Agreement, the Mortgages, each Account Control Agreement, the other Term Loan Collateral Documents and the other Loan Documents to which such Loan Party Uniform Commercial Code) is a party are reaffirmed and remain in full force and effect on a continuous basis, (ii) reaffirms each Lien granted by such Loan Party delivered to the Administrative Agent and/or Term Loan thereunder together with instruments of transfer duly endorsed in blank, the Lien thereon granted pursuant to the Collateral Agent and Guarantee Agreement will constitute a fully perfected Lien on, and security interest in, all right, title and interest of the pledgors thereunder in such Collateral, prior and superior in right to any other Person, and (ii) when financing statements in appropriate form are properly filed in the offices specified in the Perfection Certificate, the Collateral and Guarantee Agreement will constitute a fully perfected Lien on and security interest in all right, title and interest of the grantors in the remaining Collateral (as defined therein) to the extent such Lien may be perfected by the filing of a financing statement in such offices, prior and superior to the rights of any other Person, except Liens expressly permitted by Section 6.06. (b) Each Mortgage creates in favor of the Administrative Agent, for the ratable benefit of the Secured Parties Parties, a legal, valid and (iii) acknowledges enforceable Lien on all the applicable mortgagor's right, title and agrees that interest in and to the grants Mortgaged Properties subject thereto and the proceeds thereof, and the Lien thereon granted pursuant to the Mortgages constitutes a fully perfected Lien on all right, title and interest of security interests and Liens by contained the mortgagors in the Term Loan Security AgreementMortgaged Properties and the proceeds thereof, the Mortgagesprior and superior in right to any other Person, each Account Control Agreement and other Term Loan Collateral Documents are, and shall remain, in full force and effect on and after the date hereofexcept Liens expressly permitted by Section 6.06. (iic) Until Upon the recordation of the IP Security Agreements with the United States Patent and Trademark Office and the United States Copyright Office and the filing of any applicable financing statements as provided in the preceding subsection (a), the Lien created under the Collateral and Guarantee Agreement will constitute a Repayment Event has occurredfully perfected Lien on all right, each title and interest of the Loan Party will promptly upon Parties in the written request by any Agent, registered Intellectual Property or any Lender through applications therefore other than any “intent to use” application for which a statement of use has not been filed, in which a security interest may be fully perfected by filing in the Administrative Agent, execute, acknowledge, deliver, record, re-record, file, re-file, register United States Patent and re-register any Trademark Office and all such further acts, deeds, conveyances, pledge agreements, mortgages, landlord waivers, estoppel and consent agreements of lessors, deeds of trust, trust deeds, assignments, financing statements and continuations thereof, termination statements, notices of assignment, transfers, certificates, assurances and other instruments and amendments, modifications or supplements to any of the foregoingUnited States Copyright Office, in each casecase prior and superior in right to any other Person, as any Agentexcept Liens expressly permitted under Section 6.06 (it being understood that subsequent recordings in the United States Patent and Trademark Office or the United States Copyright Office may be necessary to perfect a Lien on registered trademarks and trademark applications or copyrights, or any Lender through the Administrative Agentrespectively, may reasonably require from time to time in order to (i) carry out more effectively the purposes of acquired by the Loan Documents, (ii) to Parties after the fullest extent permitted by applicable law, subject any Loan Party’s or any of its Subsidiaries’ properties, assets, rights or interests to the Liens now or hereafter intended to be covered by any of the Term Loan Collateral Documents and (iii) perfect and maintain the validity, effectiveness and priority of any of the Term Loan Collateral Documents and any of the Liens intended to be created thereunderEffective Date).

Collateral Matters. (ia) The Borrower, on behalf of each Loan Party, (i) acknowledges U.S. Security Agreement and agrees that all pledges, grants of security interests and Liens and other obligations under the Term Loan Security U.S. Pledge Agreement, upon execution and delivery thereof by the Mortgagesparties thereto, each Account Control Agreement, the other Term Loan Collateral Documents and the other Loan Documents to which such Loan Party is a party are reaffirmed and remain will create in full force and effect on a continuous basis, (ii) reaffirms each Lien granted by such Loan Party to favor of the Administrative Agent and/or Term Loan Collateral Agent Agent, for the benefit of the Secured Parties Parties, a valid and enforceable security interest in the Collateral (as defined therein) and (iiii) acknowledges and agrees that when the grants of security interests and Liens by contained Collateral (as defined in the Term Loan Security U.S. Pledge Agreement, ) constituting certificated securities (as defined in the Mortgages, each Account Control Agreement and other Term Loan Collateral Documents are, and shall remain, in full force and effect on and after the date hereof. (iiUniform Commercial Code) Until a Repayment Event has occurred, each Loan Party will promptly upon the written request by any Agent, or any Lender through is delivered to the Administrative Agent, executetogether with instruments of transfer duly endorsed in blank, acknowledgethe security interest created under the U.S. Pledge Agreement will constitute a fully perfected security interest in all right, delivertitle and interest of the pledgors thereunder in such Collateral, recordprior and superior in right to any other Person, re-record, file, re-file, register and re-register any and all such further acts, deeds, conveyances, pledge agreements, mortgages, landlord waivers, estoppel and consent agreements of lessors, deeds of trust, trust deeds, assignments, (ii) when financing statements in appropriate form are filed in the applicable filing offices, the security interest created under the U.S. Security Agreement will constitute a fully perfected security interest in all right, title and continuations thereof, termination interest of the Loan Parties in the Collateral (as defined in the U.S. Security Agreement) to the extent perfection can be obtained by filing Uniform Commercial Code financing statements, notices prior and superior to the rights of assignmentany other Person, transfersexcept for rights secured by Liens permitted by Section 6.02. (b) Each Mortgage, certificatesupon execution and delivery thereof by the parties thereto, assurances and other instruments and amendments, modifications or supplements to any will create in favor of the foregoing, in each case, as any Agent, or any Lender through the Administrative Agent, may reasonably require from time for the benefit of the Secured Parties, a legal, valid and enforceable security interest in all the applicable mortgagor’s right, title and interest in and to time the Mortgaged Properties subject thereto and the proceeds thereof, and when the Mortgages have been filed in order the jurisdictions specified therein (and, in the case of Mortgages of real property located outside the United States of America, when any other actions required to perfect a mortgage under the laws of the jurisdiction where such real property is located have been taken), the Mortgages will constitute a fully perfected security interest in all right, title and interest of the mortgagors in the Mortgaged Properties and the proceeds thereof, prior and superior to the rights of any other Person, but subject to Liens permitted by Section 6.02. (ic) carry out more effectively Upon the purposes recordation of the U.S. Security Agreement (or any short- form version thereof) with the United States Patent and Trademark Office or the United States Copyright Office, as applicable, and the filing of the financing statements referred to in clause (a) of this Section, the security interest created under the U.S. Security Agreement will constitute a fully perfected security interest in all right, title and interest of the Loan DocumentsParties in the registered and applied for Intellectual Property (as defined in the U.S. Security Agreement) in which a security interest may be perfected by filing in the United States of America, in each case prior and superior in right to any other Person, but subject to Liens permitted by Section 6.02 (iiit being understood that subsequent recordings in the United States Patent and Trademark Office or the United States Copyright Office may be necessary to perfect a security interest in such registered and applied for Intellectual Property acquired by the Loan Parties after the Effective Date). (d) Each Security Document, other than any Security Document referred to in the preceding clauses of this Section, upon execution and delivery thereof by the parties thereto, and the making of the filings and taking of the other actions provided for therein, will be effective under applicable law to create in favor of the Administrative Agent, for the benefit of the Secured Parties, a valid and enforceable security interest in the Collateral subject thereto, and will constitute a fully perfected security interest in all right, title and interest of the Loan Parties in the Collateral subject thereto, prior and superior to the fullest extent rights of any other Person, except for rights secured by Liens permitted by applicable law, subject any Loan Party’s or any of its Subsidiaries’ properties, assets, rights or interests to the Liens now or hereafter intended to be covered by any of the Term Loan Collateral Documents and (iii) perfect and maintain the validity, effectiveness and priority of any of the Term Loan Collateral Documents and any of the Liens intended to be created thereunderSection 6.02.

Collateral Matters. (ia) The Borrower, on behalf of each Loan Party, (i) acknowledges and agrees that all pledges, grants of security interests and Liens and other obligations under the Term Loan Security Collateral Agreement, upon execution and delivery thereof by the Mortgagesparties thereto, each Account Control Agreement, the other Term Loan Collateral Documents and the other Loan Documents to which such Loan Party is a party are reaffirmed and remain creates in full force and effect on a continuous basis, (ii) reaffirms each Lien granted by such Loan Party to favor of the Administrative Agent and/or Term Loan Collateral Agent Agent, for the benefit of the Secured Parties Parties, a valid and enforceable security interest in the Collateral (as defined therein) and (iiii) acknowledges and agrees that when the grants of security interests and Liens by contained Collateral (as defined therein) constituting certificated securities (as defined in the Term Loan Security Agreement, the Mortgages, each Account Control Agreement and other Term Loan Collateral Documents are, and shall remain, in full force and effect on and after the date hereof. (iiUniform Commercial Code) Until a Repayment Event has occurred, each Loan Party will promptly upon the written request by any Agent, is or any Lender through was delivered to the Administrative Agent, executetogether with instruments of transfer duly endorsed in blank, acknowledgethe security interest created under the Collateral Agreement will constitute or did constitute a fully perfected security interest in all right, delivertitle and interest of the pledgors thereunder in such Collateral, recordprior and superior to the rights of any other Person, re-record, file, re-file, register and re-register any and all such further acts, deeds, conveyances, pledge agreements, mortgages, landlord waivers, estoppel and consent agreements of lessors, deeds of trust, trust deeds, assignments, (ii) when financing statements in appropriate form were or are filed in the applicable filing offices, the security interest created under the Collateral Agreement constituted or will constitute a fully perfected security interest in all right, title and continuations thereof, termination interest of the Loan Parties in the remaining Collateral (as defined therein) to the extent perfection can be obtained by filing Uniform Commercial Code financing statements, notices prior and superior to the rights of assignmentany other Person, transfers, certificates, assurances and other instruments and amendments, modifications or supplements except to any the extent permitted by this Agreement in respect of rights secured by Liens permitted under Section 6.02. (b) Upon the recordation of the foregoingIP Security Agreements with the United States Patent and Trademark Office or the United States Copyright Office, as applicable, and the filing of the financing statements referred to in paragraph (a) of this Section, the security interest created under the Collateral Agreement did constitute or will constitute a fully perfected security interest in all right, title and interest of the Loan Parties in the Intellectual Property in which a security interest may be perfected by filing in the United States of America, in each casecase prior and superior in right to any other Person (it being understood that subsequent recordings in the United States Patent and Trademark Office or the United States Copyright Office may be necessary to perfect a security interest in Intellectual Property acquired by the Loan Parties after the Original Effective Date). (c) Each Security Document, as other than any AgentSecurity Document referred to in the preceding paragraphs of this Section, or any Lender through upon execution and delivery thereof by the parties thereto and the making of the filings and taking of the other actions provided for therein, will be effective under applicable law to create in favor of the Administrative Agent, may reasonably require from time to time for the benefit of the Secured Parties, a valid and enforceable security interest in order to (i) carry out more effectively the purposes Collateral subject thereto, and will constitute a fully perfected security interest in all right, title and interest of the Loan DocumentsParties in the Collateral subject thereto, (ii) prior and superior to the fullest extent permitted rights of any other Person. (d) Each Mortgage, upon execution and delivery thereof by the parties thereto, will create in favor of the Administrative Agent, for the benefit of the Secured Parties, a legal, valid and enforceable security interest in all the applicable lawmortgagor’s right, subject any Loan Party’s or any of its Subsidiaries’ properties, assets, rights or interests title and interest in and to the Liens now or hereafter intended to be covered by any Mortgaged Properties subject thereto and the proceeds thereof, and when the Mortgages have been filed in the jurisdictions specified therein, the Mortgages will constitute a fully perfected security interest in all right, title and interest of the Term Loan Collateral Documents mortgagors in the Mortgaged Properties and (iii) perfect the proceeds thereof, prior and maintain the validitysuperior in right to any other Person, effectiveness and priority of any of the Term Loan Collateral Documents and any of the but subject to Liens intended to be created thereunderpermitted under Section 6.02.

Collateral Matters. (ia) The Borrower, on behalf of each Loan Party, (i) acknowledges Pledge and agrees that all pledges, grants of security interests and Liens and other obligations under the Term Loan Security Agreement, upon execution and delivery thereof by the Mortgagesparties thereto, each Account Control Agreementwill create in favor of the Collateral Agent, the other Term Loan Collateral Documents and the other Loan Documents to which such Loan Party is a party are reaffirmed and remain in full force and effect on a continuous basis, (ii) reaffirms each Lien granted by such Loan Party to the Administrative Agent and/or Term Loan Collateral Agent DMFIRM #406105327 v2 133 for the benefit of the Secured Parties Parties, a valid and enforceable security interest in the Collateral (as defined therein) and (iiii) acknowledges and agrees that when the grants of security interests and Liens by contained Collateral (as defined therein) constituting certificated securities (as defined in the Term Loan Security AgreementUCC) is delivered to the Collateral Agent, together with instruments of transfer duly endorsed in blank, the Mortgagessecurity interest created under the Pledge and Security Agreement will constitute a fully perfected security interest in all right, each Account Control Agreement title and interest of the pledgors thereunder in such Collateral, prior and superior in right to any other Term Loan Collateral Documents arePerson, but subject to Permitted Liens, and shall remain(ii) when financing statements in appropriate form are filed in the applicable filing offices, the security interest created under the Pledge and Security Agreement will constitute a fully perfected security interest in full force all right, title and effect on interest of the Credit Parties in the remaining Collateral (as defined therein) to the extent perfection can be obtained by filing UCC or PPSA financing statements, prior and after the date hereofsuperior in right to any other Person, but subject to Permitted Liens. (a) Each Mortgage, upon execution and delivery thereof by the parties thereto, will create in favor of the Collateral Agent, for the benefit of the Secured Parties, a legal, valid and enforceable security interest in all the applicable mortgagor’s right, title and interest in and to the Real Estate Asset subject thereto and the proceeds thereof (except as such enforceability may be limited by Debtor Relief Laws and general principles of equity), and when the Mortgages have been filed in the jurisdictions specified therein, the Mortgages will constitute fully perfected security interests in all right, title and interest of the mortgagors in the Real Estate Assets subject thereto and the proceeds thereof, prior and superior in right to any other Person, but subject to Permitted Liens. (b) Upon the recordation of the Intellectual Property Grants of Security Interest with the United States Patent and Trademark Office, the United States Copyright Office or the Canadian Intellectual Property Office, as applicable, and the filing of the financing statements referred to in Section 4.21(a), the security interest created under the Pledge and Security Agreement will constitute a fully perfected security interest in all right, title and interest of the Credit Parties in the Intellectual Property in which a security interest may be perfected by filing in the United States Patent and Trademark Office, United States Copyright Office or the Canadian Intellectual Property Office, in each case prior and superior in right to any other Person, but subject to Permitted Liens (it being understood that subsequent recordings in the United States Patent and Trademark Office, the United States Copyright Office or the Canadian Intellectual Property Office may be necessary to perfect a security interest in such Intellectual Property acquired by the Credit Parties after the Closing Date). (c) Each Collateral Document, other than any Collateral Document referred to in the preceding paragraphs of this Section 4.21, 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 (except as such enforceability may be limited by Debtor Relief Laws and general principles of equity), 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 rights of any other Person, but subject to Permitted Liens. (d) Notwithstanding anything in this Agreement (including this Section 4.21) or in any other Credit Document to the contrary, none of Holdings, the Borrower or any Restricted Subsidiary makes, or shall be deemed to have made, any DMFIRM #406105327 v2 134 representation or warranty as to (i) the perfection or non-perfection, the priority or the enforceability of any security interest in any Collateral consisting of Equity Interests in any Foreign Subsidiary (except with respect to NX Utilities ULC), or as to the rights and remedies of the Collateral Agent or any Secured Party with respect thereto under any foreign law (except, solely with respect to the assets of, or Equity Interests in, NX Utilities ULC, the federal laws of Canada or any province or territory of Canada), (ii) Until a Repayment Event has occurred, each Loan Party will promptly upon the written request by creation of any Agentsecurity interest, or the perfection or non-perfection, the priority or the enforceability of any Lender through the Administrative Agent, execute, acknowledge, deliver, record, re-record, file, re-file, register and re-register any and all such further acts, deeds, conveyances, pledge agreements, mortgages, landlord waivers, estoppel and consent agreements of lessors, deeds of trust, trust deeds, assignments, financing statements and continuations thereof, termination statements, notices of assignment, transfers, certificates, assurances and other instruments and amendments, modifications or supplements to any of the foregoingsecurity interest, in each case, as any Agent, or any Lender through the Administrative Agent, may reasonably require from time to time in order to (i) carry out more effectively the purposes of the Loan Documents, (ii) to the fullest extent permitted by applicable law, subject any Loan Party’s such security interest or any of its Subsidiaries’ properties, assets, rights or interests perfection is expressly not required pursuant to the Liens now Collateral and Guarantee Requirement or hereafter intended to be covered by any of the Term Loan Collateral Documents and (iii) perfect on the Closing Date and maintain until required pursuant to the validityfinal paragraph of Section 3.1, effectiveness and priority the creation of any security interest, or the perfection or non-perfection, the priority or enforceability of the Term Loan Collateral Documents and any of the Liens intended security interest that is expressly not required to be created thereunderor in effect on the Closing Date pursuant to such paragraph.

Collateral Matters. (ia) The BorrowerExcept as set forth on Schedule 3.17(a), on behalf of each Loan Party, (i) acknowledges when executed and agrees that all pledges, grants of security interests and Liens and other obligations under the Term Loan Security Agreementdelivered, the Mortgages, each Account Control Agreement, Collateral Agreement will be effective to create in favor of the other Term Loan Collateral Documents and the other Loan Documents to which such Loan Party is a party are reaffirmed and remain in full force and effect on a continuous basis, (ii) reaffirms each Lien granted by such Loan Party to the Administrative Agent and/or Term Loan Collateral Agent for the ratable benefit of the Secured Parties a valid and enforceable security interest in the Collateral described therein and (iiii) acknowledges and agrees that when the grants of security interests and Liens by contained Collateral described therein constituting certificated securities (as defined in the Term Uniform Commercial Code) is delivered to the Collateral Agent thereunder together with undated instruments of transfer duly endorsed in blank, the Collateral Agreement will constitute a fully perfected Lien on, and security interest in, all right, title and interest of the pledgors thereunder in such Collateral, prior and superior in right to any other Person, and (ii) when financing statements in appropriate form are filed in the offices specified in the Perfection Certificate, the Collateral Agreement will constitute a fully perfected Lien on and security interest in all right, title and interest of the Loan Parties in the remaining Collateral described therein to the extent perfection can be obtained by filing Uniform Commercial Code financing statements, prior and superior to the rights of any other Person, except for rights secured by Liens expressly permitted by Section 6.02. (b) When executed and delivered, each Foreign Pledge Agreement will be effective to create in favor of the Collateral Agent for the ratable benefit of the Secured Parties a valid and enforceable security interest in the Collateral described therein and when the Collateral described therein constituting certificated securities is delivered to the Collateral Agent thereunder and the other actions, if any, specified in such Foreign Pledge Agreement are taken, such Foreign Pledge Agreement will constitute a fully perfected Lien on, and security interest in, all right, title and interest of the pledgor thereunder in such Collateral, prior to and superior in right to any other Person, except for rights secured by Liens expressly permitted by Section 6.02. (c) Each Mortgage, upon execution and delivery by the parties thereto, will create in favor of the Collateral Agent, for the ratable benefit of the Secured Parties, a legal, valid and enforceable Lien on all the applicable mortgagor's right, title and interest in and to the Mortgaged Properties subject thereto and the proceeds thereof, and when the Mortgages have been filed in the jurisdictions specified in Schedule 3.17(c), the Mortgages will constitute a fully perfected Lien on all right, title and interest of the mortgagors in the Mortgaged Properties and the proceeds thereof, prior and superior in right to any other Person (but subject to Liens or other encumbrances for which exceptions are taken in the policies of title insurance delivered in respect of the Mortgaged Properties and subject to Liens permitted under Section 6.02). (d) Upon the timely and proper recordation of the Collateral Agreement (or a memorandum incorporating such Agreement) with the United States Patent and Trademark Office and the United States Copyright Office, as applicable, the Lien created under the Collateral Agreement will constitute a fully perfected Lien on all right, title and interest of the Loan Parties in the Intellectual Property (as defined in the Collateral Agreement) in which a security interest may be perfected by filing with such agencies in the United States and its territories and possessions, in each case prior and superior in right to any other Person, subject to Liens permitted under Section 6.02 (it being understood that subsequent recordings in the United States Patent and Trademark Office may be necessary to perfect a Lien on registered trademarks, registered patents, trademark applications and patent applications acquired by the Loan Parties after the Effective Date, and subsequent recordings in the United States Copyright Office may be necessary to perfect a Lien on copyright registrations acquired by the Loan Parties after the Effective Date). (e) Each Security Agreement, Document other than the Collateral Agreement and the Mortgages, each Account Control Agreement when executed and other Term Loan delivered, will be effective under applicable law to create in favor of the Collateral Documents areAgent for the ratable benefit of the Secured Parties a valid and enforceable security interest in the Collateral subject thereto, and shall remainwill, in full force and effect upon the taking of any required action under applicable law to perfect each Lien, constitute a fully perfected Lien on and after security interest in all right, title and interest of the date hereofLoan Parties in the Collateral subject thereto, prior and superior to the rights of any other Person, except for rights secured by Liens expressly permitted by Section 6.02. (iif) Until a Repayment Event has occurred, each Loan Party will promptly upon the written request by any Agent, or any Lender through the Administrative Agent, execute, acknowledge, deliver, record, re-record, file, re-file, register and re-register any and all such further acts, deeds, conveyances, pledge agreements, mortgages, landlord waivers, estoppel and consent agreements of lessors, deeds of trust, trust deeds, assignments, financing statements and continuations thereof, termination statements, notices of assignment, transfers, certificates, assurances and other instruments and amendments, modifications or supplements to any As of the foregoingEffective Date, in each case, as there does not exist any Agent, or any Lender through Subsidiary that is organized under the Administrative Agent, may reasonably require from time to time in order to (i) carry out more effectively the purposes laws of the United States other than Subsidiary Loan DocumentsParties, (ii) to Affinia Receivables and the fullest extent permitted by applicable law, subject any Loan Party’s or any of its Subsidiaries’ properties, assets, rights or interests to the Liens now or hereafter intended to be covered by any of the Term Loan Collateral Documents and (iii) perfect and maintain the validity, effectiveness and priority of any of the Term Loan Collateral Documents and any of the Liens intended to be created thereunderDomestic Subsidiaries listed on Schedule 1.01(d).

Collateral Matters. (ia) The BorrowerEach Security Document, on behalf of each Loan Party, is effective to create (i) acknowledges and agrees that all pledges, grants of security interests and Liens and other obligations under the Term Loan Security Agreement, the Mortgages, each Account Control Agreement, the other Term Loan Collateral Documents and the other Loan Documents to which such Loan Party is a party are reaffirmed and remain in full force and effect on a continuous basis, (ii) reaffirms each Lien granted by such Loan Party to the extent described therein) in favor of the Administrative Agent and/or Term Loan Collateral Agent for the benefit of the Secured Parties a legal, valid, enforceable security interest in the Collateral to the extent intended to be created thereby and (iiix) acknowledges and agrees that the grants of security interests and Liens by contained in the Term Loan Security Agreement, the Mortgages, each Account Control Agreement and other Term Loan Collateral Documents are, and shall remain, in full force and effect on and after the date hereof. (ii) Until a Repayment Event has occurred, each Loan Party will promptly upon the written request by any Agent, or any Lender through the Administrative Agent, execute, acknowledge, deliver, record, re-record, file, re-file, register and re-register any and when all such further acts, deeds, conveyances, pledge agreements, mortgages, landlord waivers, estoppel and consent agreements of lessors, deeds of trust, trust deeds, assignments, financing statements and continuations thereofother appropriate filings or recordings are made in the appropriate offices as may be required under applicable law and filings and recordation with the United States Patent and Trademark Office and the United States Copyright Office (which filings or recordings shall be made to the extent required by the applicable Security Document) and (y) when the taking of possession by the Administrative Agent of such Collateral with respect to which a security interest may be perfected by possession (which possession shall be given to the Administrative Agent to the extent possession by the Administrative Agent is required by the applicable Security Document) occurs, termination statementsthen the security interests created by the Security Documents shall constitute so far as possible under relevant law fully perfected Liens on, notices of assignmentand security interests in (in each case with respect to such Liens and security interests, transfersto the extent intended to be created thereby and required to be perfected under the Loan Documents) all right, certificates, assurances title and other instruments and amendments, modifications or supplements to any interest of the foregoingLoan Parties in such Collateral in each case free and clear of any Liens other than Liens permitted under Section 6.02 (it being understood and agreed, in respect of Collateral constituting IP Rights, that subsequent recordings in the United States Patent and Trademark Office or the United States Copyright Office may be necessary pursuant to Section 4.05(e) of the Collateral Agreement or to perfect a security interest in such IP Rights included in the Collateral acquired by the Loan Parties after the Effective Date), in each case, as any Agentwith the priorities required by the Loan Documents. (b) Each Mortgage, or any Lender through upon execution and delivery thereof by the parties thereto, will create in favor of the Administrative Agent, may reasonably require from time to time in order to (i) carry out more effectively for the purposes benefit of the Loan DocumentsSecured Parties, (ii) a legal, valid and enforceable security interest in all the applicable mortgagor’s right, title and interest in and to the fullest extent Mortgaged Properties subject thereto and the proceeds thereof under the laws of the relevant jurisdiction as indicated in the Mortgage, and when the Mortgages have been filed in the jurisdictions specified therein, the Mortgages will constitute a fully perfected security interest in all right, title and interest of the mortgagors in the Mortgaged Properties and the proceeds thereof under the laws of the relevant jurisdiction as indicated in the Mortgage, prior and superior in right to any other Person, but subject to Liens permitted by applicable law, subject any Loan Party’s or any of its Subsidiaries’ properties, assets, rights or interests under Section 6.02 and to the Liens now or hereafter intended to be covered by ABL/Notes Intercreditor Agreement and any Acceptable Intercreditor Agreement. (c) As of the Term Loan Collateral Documents and (iii) perfect and maintain the validity, effectiveness and priority date of any Borrowing Base Certificate, no Account included in the calculation of Eligible Accounts in such Borrowing Base Certificate is excluded as ineligible by virtue of one or more of the Term Loan Collateral Documents excluding criteria (other than any Administrative Agent-discretionary criteria) set forth in the definition of Eligible Accounts, and any no Inventory included in the calculation of Eligible Inventory in such Borrowing Base Certificate is excluded as ineligible by virtue of one or more of the Liens intended to be created thereunderexcluding criteria (other than any Administrative Agent-discretionary criteria) set forth in the definition of Eligible Inventory.

Collateral Matters. (ia) The Borrower, on behalf of each Loan Party, (i) acknowledges Guarantee and agrees that all pledges, grants of security interests and Liens and other obligations under the Term Loan Security Collateral Agreement, upon execution and delivery thereof by the Mortgagesparties thereto, each Account Control Agreement, the other Term Loan Collateral Documents and the other Loan Documents to which such Loan Party is a party are reaffirmed and remain will create in full force and effect on a continuous basis, (ii) reaffirms each Lien granted by such Loan Party to favor of the Administrative Agent and/or Term Loan Collateral Agent Agent, for the benefit of the Secured Parties, a valid and enforceable security interest in the Collateral (as defined therein) and (i) when the Collateral (as defined therein) constituting certificated securities (as defined in the Uniform Commercial Code) is delivered to the Administrative Agent, together with instruments of transfer duly endorsed in blank, the security interest created under the Guarantee and Collateral Agreement will constitute a fully perfected security interest in all right, title and interest of the pledgors thereunder in such Collateral, prior and superior in right to any other Person, (ii) when financing statements in appropriate form are filed in the applicable filing offices, the security interest created under the Guarantee and Collateral Agreement will constitute a fully perfected security interest in all right, title and interest of the Loan Parties in the remaining Collateral (as defined therein) to the extent perfection can be obtained by filing Uniform Commercial Code financing statements, prior and superior to the rights of any other Person, except for rights secured by Permitted Encumbrances and (iii) acknowledges when the Administrative Agent obtains control of each Deposit L/C Escrow Account, either through possession or by entry into a Control Agreement with respect to such account, the security interest created under the Guarantee and agrees that the grants of security interests and Liens by contained Collateral Agreement in the Term Loan Security Deposit L/C Collateral (as defined therein) in favor of the Secured Parties will constitute a fully perfected security interest in all right, title and interest of the pledgors in, to and under the Deposit L/C Collateral, with the priority set for in the Guarantee and Collateral Agreement, the Mortgages, each Account Control Agreement and other Term Loan Collateral Documents are, and shall remain, in full force and effect on and after the date hereofsubject only to Permitted Encumbrances. (iib) Until a Repayment Event has occurredEach Mortgage, each Loan Party upon execution and delivery thereof by the parties thereto, will promptly upon the written request by any Agent, or any Lender through create in favor of the Administrative Agent, executefor the benefit of the Secured Parties, acknowledgea legal, delivervalid and enforceable security interest in all the applicable mortgagor’s right, recordtitle and interest in the Mortgaged Properties subject thereto and the proceeds thereof, re-recordand when the Mortgages have been filed in the jurisdictions specified therein, filethe Mortgages will constitute a fully perfected security interest in all right, re-filetitle and interest of the mortgagors in the Mortgaged Properties and the proceeds thereof, register prior and re-register superior in right to any other Person, but subject to Permitted Liens that are by operation of law prior and all such further actssuperior to the rights of the Administrative Agent. (c) Upon the recordation of the IP Security Agreements with the United States Patent and Trademark Office or the United States Copyright Office, deedsas applicable, conveyances, pledge agreements, mortgages, landlord waivers, estoppel and consent agreements the filing of lessors, deeds of trust, trust deeds, assignments, the financing statements referred to in paragraph (a) of this Section 4.20, the security interest created under the Guarantee and continuations thereofCollateral Agreement will constitute a fully perfected security interest in all right, termination statements, notices of assignment, transfers, certificates, assurances title and other instruments and amendments, modifications or supplements to any interest of the foregoingLoan Parties in the Intellectual Property (as defined in the Guarantee and Collateral Agreement) in which a security interest may be perfected by filing in the United States of America, in each casecase prior and superior in right to any other Person, as but subject to Permitted Encumbrances (it being understood that subsequent recordings in the United States Patent and Trademark Office or the United States Copyright Office may be necessary to perfect a security interest in such Intellectual Property acquired by the Loan Parties after the Closing Date). (d) Each Security Document, other than any AgentSecurity Document referred to in the preceding paragraphs of this Section 4.20, or any Lender through upon execution and delivery thereof by the parties thereto and the making of the filings and taking of the other actions provided for therein, will be effective under applicable law to create in favor of the Administrative Agent, may reasonably require from time to time for the benefit of the Secured Parties, a valid and enforceable security interest in order to (i) carry out more effectively the purposes Collateral subject thereto, and will constitute a fully perfected security interest in all right, title and interest of the Loan DocumentsParties in the Collateral subject thereto, (ii) prior and superior to the fullest extent permitted rights of any other Person, except for rights secured by applicable law, subject any Loan Party’s or any of its Subsidiaries’ properties, assets, rights or interests Permitted Encumbrances (provided that to the Liens now or hereafter intended to be covered by any extent such Security Document is a “fixture filing”, such Security Document will constitute a fully perfected security interest in all rights, title and interest of the Term Loan Parties in the Collateral Documents subject thereto, prior and (iii) perfect and maintain superior to the validity, effectiveness and priority rights of any other Person, but subject to Permitted Liens that are by operation of law prior and superior to the rights of the Term Loan Collateral Documents and any of the Liens intended to be created thereunderAdministrative Agent).

Collateral Matters. (%3) When executed and delivered, the Collateral and Guarantee Agreement will be effective to create in favor of the Administrative Agent, for the ratable benefit of the Secured Parties, a valid and enforceable security interest in the Collateral (as defined therein) to the extent required thereby and (i) The Borrower, on behalf of each Loan Party, when Collateral (ias defined therein) acknowledges and agrees that all pledges, grants of security interests and Liens and other obligations under constituting certificated securities (as defined in the Term Loan Security Agreement, the Mortgages, each Account Control Agreement, the other Term Loan Collateral Documents and the other Loan Documents to which such Loan Party Uniform Commercial Code) is a party are reaffirmed and remain in full force and effect on a continuous basis, (ii) reaffirms each Lien granted by such Loan Party delivered to the Administrative Agent and/or Term Loan thereunder together with instruments of transfer duly endorsed in blank, the Lien thereon granted pursuant to the Collateral Agent for the benefit and Guarantee Agreement will constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Secured Parties pledgors thereunder in such Collateral, prior and superior in right to any other Person, and (iiiii) acknowledges and agrees that the grants of security interests and Liens by contained when financing statements in appropriate form are properly filed in the Term Loan Security Agreementoffices specified in the Perfection Certificate, the Mortgages, each Account Control Collateral and Guarantee Agreement and other Term Loan Collateral Documents are, and shall remain, in full force and effect will constitute a fully perfected Lien on and after security interest in all right, title and interest of the date hereofgrantors in the remaining Collateral (as defined therein) to the extent such Lien may be perfected by the filing of a financing statement in such offices, prior and superior to the rights of any other Person, except Liens expressly permitted by Section 6.06. (iia) Until [Intentionally Omitted.] (b) Upon the recordation of the IP Security Agreements with the United States Patent and Trademark Office and the United States Copyright Office and the filing of any applicable financing statements as provided in the preceding subsection (a), the Lien created under the Collateral and Guarantee Agreement will constitute a Repayment Event has occurredfully perfected Lien on all right, each title and interest of the Loan Party will promptly upon Parties in the written request by any Agent, registered Intellectual Property or any Lender through applications therefore other than any “intent to use” trademark application for which a statement of use has not been filed, in which a security interest may be fully perfected by filing in the Administrative Agent, execute, acknowledge, deliver, record, re-record, file, re-file, register United States Patent and re-register any Trademark Office and all such further acts, deeds, conveyances, pledge agreements, mortgages, landlord waivers, estoppel and consent agreements of lessors, deeds of trust, trust deeds, assignments, financing statements and continuations thereof, termination statements, notices of assignment, transfers, certificates, assurances and other instruments and amendments, modifications or supplements to any of the foregoingUnited States Copyright Office, in each casecase prior and superior in right to any other Person, as any Agentexcept Liens expressly permitted under Section 6.06 (it being understood that subsequent recordings in the United States Patent and Trademark Office or the United States Copyright Office may be necessary to perfect a Lien on registered trademarks, trademark applications or any Lender through the Administrative Agentcopyrights, may reasonably require from time to time in order to (i) carry out more effectively the purposes of respectively, acquired by the Loan Documents, (ii) to Parties after the fullest extent permitted by applicable law, subject any Loan Party’s or any of its Subsidiaries’ properties, assets, rights or interests to the Liens now or hereafter intended to be covered by any of the Term Loan Collateral Documents and (iii) perfect and maintain the validity, effectiveness and priority of any of the Term Loan Collateral Documents and any of the Liens intended to be created thereunderAmendment Effective Date).

Collateral Matters. (i) The Borrower, on behalf of each Loan Party, (i) acknowledges Pledge and agrees that all pledges, grants of security interests and Liens and other obligations under the Term Loan Security Agreement, upon execution and delivery thereof by the Mortgagesparties thereto, each Account Control Agreementwill create in favor of the Collateral Agent, the other Term Loan Collateral Documents and the other Loan Documents to which such Loan Party is a party are reaffirmed and remain in full force and effect on a continuous basis, (ii) reaffirms each Lien granted by such Loan Party to the Administrative Agent and/or Term Loan Collateral Agent for the benefit of the Secured Parties Parties, a valid and enforceable security interest in the Collateral (as defined therein) and (iiii) acknowledges and agrees that when the grants of security interests and Liens by contained Collateral (as defined therein) constituting certificated securities (as defined in the Term Loan Security AgreementUCC) is delivered to the Collateral Agent without “notice of any adverse claims” (all within the meaning of the UCC), together with instruments of transfer duly endorsed in blank, the Mortgagessecurity interest created under the Pledge and Security Agreement will constitute a fully perfected security interest in all right, each Account Control Agreement title and interest of the pledgors thereunder in such Collateral, prior and superior in right to any other Term Loan Collateral Documents arePerson (subject to any Pari Passu Intercreditor Agreement), and shall remain(ii) when financing statements in appropriate form are filed in the applicable filing offices, the security interest created under the Pledge and Security Agreement will constitute a fully perfected security interest in full force all right, title and effect on interest of the Credit Parties in the remaining Collateral (as defined therein) to the extent perfection can be obtained by filing UCC financing statements, prior and after the date hereofsuperior in right to any other Person, but subject to Permitted Liens. (iia) Until a Repayment Event has occurredEach Mortgage, each Loan Party upon execution and delivery thereof by the parties thereto, will promptly upon create in favor of the written request by any Collateral Agent, for the benefit of the Secured Parties, a legal, valid and enforceable security interest in all the applicable mortgagor’s right, title and interest in and to the Real Estate Asset subject thereto and the proceeds thereof, and when the Mortgages have been filed in the jurisdictions specified therein, the Mortgages will constitute fully perfected security interests in all right, title and interest of the mortgagors in the Real Estate Assets subject thereto and the proceeds thereof, prior and superior in right to any other Person, but subject to the Permitted Liens. (b) Upon the recordation of the Intellectual Property Security Agreements with the United States Patent and Trademark Office or any Lender through the Administrative AgentUnited States Copyright Office, executeas applicable, acknowledge, deliver, record, re-record, file, re-file, register and re-register any and all such further acts, deeds, conveyances, pledge agreements, mortgages, landlord waivers, estoppel and consent agreements the filing of lessors, deeds of trust, trust deeds, assignments, the financing statements referred to in Section 4.20(a), the security interest created under the Pledge and continuations thereofSecurity Agreement will constitute a fully perfected security interest in all right, termination statements, notices of assignment, transfers, certificates, assurances title and other instruments and amendments, modifications or supplements to any interest of the foregoingCredit Parties in the Intellectual Property in which a security interest may be perfected by filing in the United States Patent and Trademark Office or United States Copyright Office, in each casecase prior and superior in right to any other Person, as but subject to Permitted Liens (it being understood that subsequent recordings in the United States Patent and Trademark Office or the United States Copyright Office may be necessary to perfect a security interest in such Intellectual Property acquired by the Credit Parties after the Closing Date). (c) Each Collateral Document, other than any Collateral Document referred to in the preceding paragraphs of this Section 4.20, 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, or any Lender through for the Administrative Agent, may reasonably require from time to time in order to (i) carry out more effectively the purposes benefit of the Loan DocumentsSecured Parties, (ii) a valid and enforceable security interest in the Collateral subject thereto, and will constitute a fully perfected security interest in all right, title and interest of the Credit Parties in the Collateral subject thereto to the fullest extent permitted perfection may be achieved by applicable lawmaking the filings and taking the other actions provided for therein, subject any Loan Party’s or any of its Subsidiaries’ properties, assets, rights or interests prior and superior to the Liens now or hereafter intended to be covered by any of the Term Loan Collateral Documents and (iii) perfect and maintain the validity, effectiveness and priority rights of any of the Term Loan Collateral Documents and any of the Liens intended to be created thereunderother Person, except for rights secured by Permitted Liens.

Collateral Matters. (ia) The Borrower, on behalf of each Loan Party, (i) acknowledges and agrees that all pledges, grants of security interests and Liens and other obligations under the Term Loan Security Collateral Agreement, upon execution and delivery thereof by the Mortgagesparties thereto, each Account Control Agreement, the other Term Loan Collateral Documents and the other Loan Documents to which such Loan Party is a party are reaffirmed and remain will create in full force and effect on a continuous basis, (ii) reaffirms each Lien granted by such Loan Party to favor of the Administrative Agent and/or Term Loan Collateral Agent Agent, for the benefit of the Secured Parties, a valid and enforceable security interest in the Collateral (as defined therein) and (i) when the Collateral (as defined therein) constituting certificated securities (as defined in the Uniform Commercial Code) is delivered to the Administrative Agent, together with instruments of transfer duly endorsed in blank, the security interest created under the Collateral Agreement will constitute a fully perfected security interest in all right, title and interest of the pledgors thereunder in such Collateral, prior and superior in right to any other Person (in each case, subject to any Liens permitted under Section 6.02), (ii) when control agreements required under the Collateral Agreement have been entered into with respect to deposit accounts (other than Excluded Deposit Accounts) constituting Collateral, will constitute a fully perfected security interest in all right, title and interest of the applicable Loan Parties in such deposit accounts and (iii) acknowledges and agrees that the grants of security interests and Liens by contained when Uniform Commercial Code financing statements in appropriate form are filed in the Term Loan Security Agreementapplicable filing offices, the Mortgagessecurity interest created under the Collateral Agreement will constitute a fully perfected security interest in all right, each Account Control Agreement title and interest of the Loan Parties in the Collateral (as defined therein) to the extent perfection can be obtained by filing Uniform Commercial Code financing statements, prior and superior to the rights of any other Term Loan Collateral Documents arePerson, and shall remain, in full force and effect on and after the date hereofexcept for rights secured by Liens permitted under Section 6.02. (iib) Until a Repayment Event has occurredEach Mortgage, each Loan Party upon execution and delivery thereof by the parties thereto, will promptly upon the written request by any Agent, or any Lender through create in favor of the Administrative Agent, executefor the benefit of the Secured Parties, acknowledgea legal, delivervalid and enforceable first lien security interest in all the applicable mortgagor’s right, recordtitle and interest in and to the Mortgaged Properties subject thereto and the proceeds thereof, reand when the Mortgages have been filed in the appropriate filing or recording office in the jurisdictions specified therein, the Mortgages will constitute a fully perfected security interest in all right, title and interest of the mortgagors in the Mortgaged Properties and the proceeds thereof, prior and superior to the rights of any other Person, except for rights secured by Liens permitted under Section 6.02. (c) Upon the recordation of the Collateral Agreement (or a short-recordform security agreement in form and substance reasonably satisfactory to the Borrower and the Administrative Agent) with the United States Patent and Trademark Office or the United States Copyright Office, fileas applicable, re-file, register and re-register any and all such further acts, deeds, conveyances, pledge agreements, mortgages, landlord waivers, estoppel and consent agreements the filing of lessors, deeds of trust, trust deeds, assignments, the financing statements referred to in paragraph (a) of this Section, the security interest created under the Collateral Agreement will constitute a fully perfected security interest in all right, title and continuations thereof, termination statements, notices of assignment, transfers, certificates, assurances and other instruments and amendments, modifications or supplements to any interest of the foregoingLoan Parties in the Intellectual Property (as defined in the Collateral Agreement) in which a security interest may be perfected by filing in the United States, in each casecase prior and superior to the rights of any other Person, as any Agentexcept for rights secured by Liens permitted under Section 6.02 (it being understood that subsequent recordings in the United States Patent and Trademark Office or the United States Copyright Office may be necessary to perfect a security interest in such Intellectual Property acquired by the Loan Parties after the Initial Funding Date). (d) Each Security Document, or any Lender through other than the Collateral Agreement, the Guarantee Agreement and the Mortgages, upon execution and delivery thereof by the parties thereto and the making of the filings and taking of the other actions provided for therein, will be effective under applicable law to create in favor of the Administrative Agent, may reasonably require from time to time for the benefit of the Secured Parties, a valid and enforceable security interest in order to (i) carry out more effectively the purposes Collateral subject thereto, and will constitute a fully perfected security interest in all right, title and interest of the Loan DocumentsParties in the Collateral subject thereto, (ii) prior and superior to the fullest extent permitted by applicable law, subject any Loan Party’s or any of its Subsidiaries’ properties, assets, rights or interests to the Liens now or hereafter intended to be covered by any of the Term Loan Collateral Documents and (iii) perfect and maintain the validity, effectiveness and priority of any of the Term Loan Collateral Documents and any of the other Person, except for rights secured by Liens intended to be created thereunderpermitted under Section 6.02.

Collateral Matters. (ia) The Borrower, on behalf of each Loan Party, (i) acknowledges and agrees that all pledges, grants of security interests and Liens and other obligations under the Term Loan Security Collateral Agreement, upon execution and delivery thereof by the Mortgagesparties thereto, each Account Control Agreement, the other Term Loan Collateral Documents and the other Loan Documents to which such Loan Party is a party are reaffirmed and remain will create in full force and effect on a continuous basis, (ii) reaffirms each Lien granted by such Loan Party to favor of the Administrative Agent and/or Term Loan Collateral Agent Agent, for the benefit of the Secured Parties Parties, a legal, valid and enforceable security interest in the Collateral (as defined therein) and (iiii) acknowledges and agrees that the grants of security interests and Liens by contained when such Collateral constituting certificated securities (as defined in the Term Loan Security Agreement, the Mortgages, each Account Control Agreement and other Term Loan Collateral Documents are, and shall remain, in full force and effect on and after the date hereof. (iiUCC) Until a Repayment Event has occurred, each Loan Party will promptly upon the written request by any Agent, or any Lender through is delivered to the Administrative Agent, executetogether with instruments of transfer duly endorsed in blank, acknowledgethe security interest created under the Collateral Agreement will constitute a fully perfected security interest in all right, delivertitle and interest of the pledgors thereunder in such Collateral, recordprior and superior in right to any other Person (it being understood and agreed that such Collateral is subject to the terms of the Intercreditor Agreement), re-record, file, re-file, register and re-register any and all such further acts, deeds, conveyances, pledge agreements, mortgages, landlord waivers, estoppel and consent agreements of lessors, deeds of trust, trust deeds, assignments, (ii) when financing statements in appropriate form are filed in the applicable filing offices, the security interest created under the Collateral Agreement will constitute a fully perfected security interest in all right, title and continuations thereof, termination interest of the Loan Parties in the remaining Collateral (as defined therein) (subject to subsections (b) and (c) of this Section 6.17) to the extent perfection can be obtained by filing UCC financing statements, notices prior and superior to the rights of assignmentany other Person, transfers, certificates, assurances except for rights secured by Liens permitted under Section 9.02 (it being understood and other instruments and amendments, modifications or supplements agreed that such Liens are subject to any the terms of the foregoingIntercreditor Agreement). (b) Each Mortgage, upon execution and delivery thereof by the parties thereto, will create in each case, as any Agent, or any Lender through favor of the Administrative Agent, may for the benefit of the Secured Parties, a legal, valid and enforceable security interest in all the applicable mortgagor’s right, title and interest in and to the Mortgaged Properties subject thereto and the proceeds thereof, and when the Mortgages have been filed in the jurisdictions specified therein, the Mortgages will constitute a fully perfected security interest in all right, title and interest of the mortgagors in the Mortgaged Properties and the proceeds thereof, prior and superior in right to any other Person, but subject to Liens permitted under Section 9.02 (it being understood and agreed that such Liens are subject to the terms of the Intercreditor Agreement). (c) Upon the recordation of the Collateral Agreement (or a short-form security agreement in form and substance reasonably require from time satisfactory to time the Company and the Administrative Agent) with the United States Patent and Trademark Office or the United States Copyright Office, as applicable, and the filing of the financing statements referred to in order to paragraph (ia) carry out more effectively of this Section 6.17, the purposes security interest created under the Collateral Agreement will constitute a fully perfected security interest in all right, title and interest of the Loan DocumentsParties in the Intellectual Property (as defined in the Collateral Agreement) in which a security interest may be perfected by filing in the United States of America, in each case prior and superior in right to any other Person, but subject to Liens permitted under Section 9.02 (ii) it being understood and agreed that such Liens are subject to the fullest extent permitted by applicable law, subject any Loan Party’s or any of its Subsidiaries’ properties, assets, rights or interests to the Liens now or hereafter intended to be covered by any terms of the Term Intercreditor Agreement, and it being further understood and agreed that subsequent recordings in the United States Patent and Trademark Office or the United States Copyright Office may be necessary to perfect a security interest in such Intellectual Property acquired by the Loan Collateral Documents and (iii) perfect and maintain Parties after the validity, effectiveness and priority of any of the Term Loan Collateral Documents and any of the Liens intended to be created thereunderEffective Date).

Collateral Matters. (ia) The Borrower, on behalf Each of each Loan Party, (i) acknowledges and agrees that all pledges, grants of security interests and Liens and other obligations under the Term Loan Security Agreement, the Mortgages, each Account Control Agreement, the other Term Loan Collateral Documents and creates (or when executed, will create, as the other Loan Documents case may be), as security for the Obligations purported to which such Loan Party is a party are reaffirmed and remain in full force and effect on a continuous basisbe secured thereby, (ii) reaffirms each Lien granted by such Loan Party subject to the Administrative Agent and/or Term Loan provisions hereof and thereof, a legal, valid and enforceable security interest in favor of the Collateral Agent for the benefit of the applicable Secured Parties in all the Collateral subject to such Collateral Document, and each such Collateral Document will, upon completion of the filing of UCC financing statements, constitute a fully perfected Lien on, and security interest in, all of the Collateral described therein to the extent a security interest therein can be perfected by the filing of UCC financing statements (iii) acknowledges except for Collateral the security interest in respect of which is not required to be perfected under the Credit Documents). The pledgor or grantor, as the case may be, under each Collateral Document has good title to all Collateral subject thereto free and agrees that clear of all Liens other than Permitted Liens. No filings or recordings are required in order to perfect the grants of security interests and Liens created under the Collateral Documents, except for filings or recordings listed on Schedule 6.21 (as amended by contained in each Perfection Certificate delivered to the Term Loan Security Agreement, the Mortgages, each Account Control Agreement and other Term Loan Collateral Documents are, and shall remain, in full force and effect on and Administrative Agent after the date hereofClosing Date), all of which shall have been made on or prior to the Closing Date except as otherwise expressly provided in Schedule 6.21 (or such Perfection Certificates, as applicable). (iib) Until When the applicable Collateral Document (or a Repayment Event has occurredshort-form version thereof) is filed in the United States Patent and Trademark Office or the United States Copyright Office, each Loan Party will promptly upon as applicable, the written request by any Agentsecurity interest created thereunder shall constitute a fully perfected Lien on, or any Lender through the Administrative Agentand security interest in, executeall right, acknowledge, deliver, record, re-record, file, re-file, register title and re-register any and all such further acts, deeds, conveyances, pledge agreements, mortgages, landlord waivers, estoppel and consent agreements of lessors, deeds of trust, trust deeds, assignments, financing statements and continuations thereof, termination statements, notices of assignment, transfers, certificates, assurances and other instruments and amendments, modifications or supplements to any interest of the foregoingCredit Parties in the Intellectual Property (as such term is defined in the Pledge and Security Agreement) in which a security interest may be perfected by filing, recording or registering a security agreement or analogous document in the United States Patent and Trademark Office or the United States Copyright Office, as applicable, in each casecase prior and superior in right to any other Person, other than with respect to the rights of Persons pursuant to Permitted Liens (it being understood that subsequent recordings in the United States Patent and Trademark Office and the United States Copyright Office, as any Agent, or any Lender through the Administrative Agentapplicable, may reasonably require from time be necessary to time in order to (i) carry out more effectively perfect a lien on registered trademarks, trademark applications and copyrights acquired by the purposes of Credit Parties after the Loan Documents, (ii) to the fullest extent permitted by applicable law, subject any Loan Party’s or any of its Subsidiaries’ properties, assets, rights or interests to the Liens now or hereafter intended to be covered by any of the Term Loan Collateral Documents and (iii) perfect and maintain the validity, effectiveness and priority of any of the Term Loan Collateral Documents and any of the Liens intended to be created thereunderClosing Date).

Collateral Matters. (ia) The BorrowerEach Security Document, on behalf of each Loan Party, is effective to create (i) acknowledges and agrees that all pledges, grants of security interests and Liens and other obligations under the Term Loan Security Agreement, the Mortgages, each Account Control Agreement, the other Term Loan Collateral Documents and the other Loan Documents to which such Loan Party is a party are reaffirmed and remain in full force and effect on a continuous basis, (ii) reaffirms each Lien granted by such Loan Party to the Administrative Agent and/or Term Loan Collateral Agent extent described therein) in favor of the Noteholder Representative for the benefit of the Secured Parties and (iii) acknowledges and agrees that the grants of a legal, valid, enforceable security interests and Liens by contained interest in the Term Loan Security Agreement, the Mortgages, each Account Control Agreement and other Term Loan Collateral Documents are, and shall remain, in full force and effect on and after the date hereof. (ii) Until a Repayment Event has occurred, each Loan Party will promptly upon the written request by any Agent, or any Lender through the Administrative Agent, execute, acknowledge, deliver, record, re-record, file, re-file, register and re-register any and all such further acts, deeds, conveyances, pledge agreements, mortgages, landlord waivers, estoppel and consent agreements of lessors, deeds of trust, trust deeds, assignments, financing statements and continuations thereof, termination statements, notices of assignment, transfers, certificates, assurances and other instruments and amendments, modifications or supplements to any of the foregoing, in each case, as any Agent, or any Lender through the Administrative Agent, may reasonably require from time to time in order to (i) carry out more effectively the purposes of the Loan Documents, (ii) to the fullest extent permitted by applicable law, subject any Loan Party’s or any of its Subsidiaries’ properties, assets, rights or interests to the Liens now or hereafter intended to be covered by any of the Term Loan Collateral Documents and (iii) perfect and maintain the validity, effectiveness and priority of any of the Term Loan Collateral Documents and any of the Liens intended to be created thereunderthereby and (x) when all financing statements and other appropriate filings or recordings are made in the appropriate offices as may be required under applicable law and filings and recordation with the United States Patent and Trademark Office and the United States Copyright Office (which filings or recordings shall be made to the extent required by the applicable Security Document) and (y) when the taking of possession by the Noteholder Representative (or the First Lien Term Agent as bailee for the Noteholder Representative in accordance with the terms of the Intercreditor Agreement) of such Collateral with respect to which a security interest may be perfected by possession (which possession shall be given to the Noteholder Representative (or the First Lien Term Agent as bailee for the Noteholder Representative in accordance with the terms of the Intercreditor Agreement) to the extent possession by the Noteholder Representative is required by the applicable Security Document) occurs, together with appropriate stock powers or other similar instruments of transfer duly executed in blank, then the security interests created by the Security Documents shall constitute so far as possible under relevant law fully perfected Liens on, and security interests in (in each case with respect to such Liens and security interests, to the extent intended to be created thereby and required to be perfected under the Note Documents) all right, title and interest of the Note Parties in such Collateral in each case prior and superior in right to any other Person, subject to Liens permitted under Section 6.02. (b) Each Mortgage, upon execution and delivery thereof by the parties thereto, will create in favor of the Noteholder Representative, for the benefit of the Secured Parties, a legal, valid and enforceable security interest in all the applicable mortgagor’s right, title and interest in and to the Mortgaged Properties subject thereto and the proceeds thereof under the laws of the relevant jurisdiction as indicated in the Mortgage, and when the Mortgages have been filed in the jurisdictions specified therein, the Mortgages will constitute a fully perfected security interest in all right, title and interest of the mortgagors in the Mortgaged Properties and the proceeds thereof under the laws of the relevant jurisdiction as indicated in the Mortgage, prior and superior in right to any other Person, but subject to Liens permitted under Section 6.02. (c) Upon the recordation of the Collateral Agreement (or short-form intellectual property security agreements in form and substance substantially similar to the Patent Security Agreement, Trademark Security Agreement and/or Copyright Security Agreement (each as defined in the Collateral Agreement)) with the United States Patent and Trademark Office or the United States Copyright Office, as applicable, and the filing of the financing statements referred to in paragraph (a) of this Section, the security interest created under the Collateral Agreement will constitute a fully perfected security interest in all right, title and interest of the Note Parties in the Intellectual Property (as defined in the Collateral Agreement) described therein in which a security interest may be perfected by such filing of such documents in the United States of America, in each case prior and superior in right to any other Person, but subject to Liens permitted under Section 6.02 (it being understood and agreed that subsequent recordings in the United States Patent and Trademark Office or the United States Copyright Office may be necessary pursuant to Section 4.05(e) of the Collateral Agreement, or to perfect a security interest in such Intellectual Property acquired by the Note Parties after the Closing Date).

Collateral Matters. (iSubject to Section 6.15 in all respects and without duplication of any deliverables previously provided pursuant to Section 4.01(a)(iv) The Borrower, on behalf of each for any Loan Party, (i) acknowledges and agrees that all pledges, grants of security interests and Liens and other obligations under the Term Loan Security Agreement, the MortgagesCollateral Agent shall have received, each Account Control Agreement, the other Term Loan Collateral Documents in form and the other Loan Documents to which such Loan Party is a party are reaffirmed and remain in full force and effect on a continuous basis, (ii) reaffirms each Lien granted by such Loan Party substance reasonably satisfactory to the Administrative Agent and/or Term Loan Agent, evidence that the Collateral Agent Documents shall be effective to create in favor of the Collateral Agent, for the benefit of the Secured Parties Parties, a legal, valid and enforceable security interest and Lien upon the Collateral, subject to Permitted Liens (iiiincluding the applicable assets owned by the Target and its Domestic Subsidiaries that will constitute Guarantors (collectively, the “Target Loan Parties”)), including, without limitation: (1) acknowledges customary searches of UCC, judgment, tax lien and agrees that the grants of security interests and Liens by contained other requested filings in the Term jurisdiction of organization or formation of the Target Loan Security AgreementParties, in each jurisdiction where a filing would need to be made in order to perfect the Mortgages, each Account Control Agreement and other Term Loan Collateral Documents areAgent’s security interest in the Collateral, and shall remain, in full force and effect on and after the date hereof. (ii) Until a Repayment Event has occurred, each Loan Party will promptly upon the written request other jurisdiction requested by any Agent, or any Lender through the Administrative Agent, execute, acknowledge, deliver, record, re-record, file, re-file, register and re-register any and all such further acts, deeds, conveyances, pledge agreements, mortgages, landlord waivers, estoppel and consent agreements of lessors, deeds of trust, trust deeds, assignments, ; (2) financing statements on file in such jurisdictions and continuations thereofevidence that no Liens exist other than Permitted Liens; (3) proper UCC-1 financing statements in form appropriate for filing under the Uniform Commercial Code of each jurisdiction that the Collateral Agent may deem necessary or desirable in order to perfect the Liens created thereby; (4) certificates and instruments representing the Pledged Collateral (as defined in the Security Agreement) referred to therein accompanied by undated stock powers or instruments of transfer executed in blank; and (5) evidence that all other actions, termination statementsrecordings and filings that the Collateral Agent may deem necessary or desirable in order to perfect, notices in the United States, the Liens created under the Collateral Documents has been taken; provided that, (A) to the extent any asset of assignmentthe Target Loan Parties (to the extent otherwise constituting Collateral) is not pledged as Collateral or any lien thereon is not perfected on the Closing Date after the use of commercially reasonable efforts to do so (other than assets pursuant to which a lien may be perfected by the filing of a financing statement under the Uniform Commercial Code, transfersthe filing of Intellectual Property Security Agreements at the United States Patent and Trademark Office or the United States Copyright Office or the delivery of certificates with respect to certificated equity securities), certificatesthe pledge of such assets and/or perfection of such lien shall be required to be completed after the Closing Date as provided on Schedule 6.15; provided, assurances and other instruments and amendmentsfurther, modifications or supplements that, notwithstanding anything herein, with respect to any IP Rights of a Loan Party constituting Collateral, nothing in this Agreement or any other Loan Document shall require any Loan Party to make any filings or take any other actions outside of the foregoing, in each case, as any Agent, United States to record or any Lender through perfect the Administrative Agent’s security interest in and Lien upon, may reasonably require from time to time in order to (i) carry out more effectively for the purposes benefit of the Loan DocumentsSecured Parties, (ii) to the fullest extent permitted by applicable law, subject any Loan Party’s or any of its Subsidiaries’ properties, assets, rights or interests to the Liens now or hereafter intended to be covered by any of the Term Loan Collateral Documents and (iii) perfect and maintain the validity, effectiveness and priority such IP Rights of any of the Term Loan Collateral Documents and any of the Liens intended to be created thereunderGuarantor.

Collateral Matters. (ia) The Borrower, on behalf Collateral Agreement will (after consummation of each Loan Party, (ithe ChampionX Merger) acknowledges and agrees that all pledges, grants create in favor of security interests and Liens and other obligations under the Term Loan Security Agreement, the Mortgages, each Account Control Agreement, the other Term Loan Collateral Documents and the other Loan Documents to which such Loan Party is a party are reaffirmed and remain in full force and effect on a continuous basis, (ii) reaffirms each Lien granted by such Loan Party to the Administrative Agent and/or Term Loan Collateral Agent Agent, for the benefit of the Secured Parties Parties, a legal, valid and enforceable security interest in the Collateral (as defined therein) and (iiii) acknowledges and agrees that the grants of security interests and Liens by contained when such Collateral constituting certificated securities (as defined in the Term Loan Security AgreementUniform Commercial Code) is delivered to the Administrative Agent (or the Credit Agreement Collateral Agent on behalf of the Administrative Agent), together with instruments of transfer duly endorsed in blank, the Mortgagessecurity interest created under the Collateral Agreement after consummation of the ChampionX Merger will constitute a fully perfected security interest in all right, each Account Control Agreement title and interest of the pledgors thereunder in such Collateral, prior and superior (subject to the terms of the Pari Passu Intercreditor Agreement) in right to any other Term Loan Collateral Documents arePerson, and shall remain(ii) when financing statements in appropriate form are filed in the applicable filing offices, the security interest created under the Collateral Agreement after consummation of the ChampionX Merger will constitute a fully perfected security interest in full force all right, title and effect on interest of the Loan Parties in the remaining Collateral (as defined therein) (subject to subsections (b) and after (c) of this Section 3.18) to the date hereofextent perfection can be obtained by filing Uniform Commercial Code financing statements, prior and superior to the Lien of any other Person, except for Liens permitted under Section 6.02. (iib) Until a Repayment Event has occurredEach Mortgage, each Loan Party upon execution and delivery thereof by the parties thereto, will promptly upon (after consummation of the written request by any Agent, or any Lender through ChampionX Merger) create in favor of the Administrative Agent, executefor the benefit of the Secured Parties, acknowledgea legal, delivervalid and enforceable security interest in all the applicable mortgagor’s right, recordtitle and interest in and to the Mortgaged Properties subject thereto and the proceeds thereof, reand when the Mortgages have been filed in the jurisdictions specified therein, the Mortgages will constitute a fully perfected security interest in all right, title and interest of the mortgagors in the Mortgaged Properties and the proceeds thereof, prior and superior in right to any other Person, but subject to Liens permitted under Section 6.02. (c) Upon the recordation of the Collateral Agreement (or a short-recordform security agreement in form and substance reasonably satisfactory to the Borrower and the Administrative Agent) with the United States Patent and Trademark Office or the United States Copyright Office, fileas applicable, re-file, register and re-register any and all such further acts, deeds, conveyances, pledge agreements, mortgages, landlord waivers, estoppel and consent agreements the filing of lessors, deeds of trust, trust deeds, assignments, the financing statements and continuations thereofreferred to in paragraph (a) of this Section 3.18, termination statements, notices of assignment, transfers, certificates, assurances and other instruments and amendments, modifications or supplements to any the security interest created under the Collateral Agreement after consummation of the foregoingChampionX Merger will constitute a fully perfected security interest in all right, title and interest of the Loan Parties in the Intellectual Property (as defined in the Collateral Agreement) in which a security interest may be perfected by filing in the United States of America, in each casecase prior and superior in right to any other Person, as any Agentbut subject to Liens permitted under Section 6.02 (it being understood and agreed that subsequent recordings in the United States Patent and Trademark Office or the United States Copyright Office may be necessary to perfect a security interest in such Intellectual Property acquired by the Loan Parties after the Effective Date). (d) Each other Security Document delivered after the Effective Date (after consummation of the ChampionX Merger) will, or any Lender through upon execution and delivery thereof, be effective to create in favor of the Administrative Agent, may reasonably require from time 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 time in order to the Collateral thereunder, and (i) carry out more effectively when all appropriate filings or recordings are made in the purposes appropriate offices as may be required under applicable law and (ii) upon the taking of possession or control by the Administrative Agent (or the Credit Agreement Collateral Agent on behalf of 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 Security Document), such Security Document will constitute fully perfected Liens on, and security interests in, all right, title and interest of the Loan DocumentsParties in such Collateral, (ii) in each case subject to the fullest extent no Liens other than Liens permitted by applicable law, subject any Loan Party’s or any of its Subsidiaries’ properties, assets, rights or interests to the Liens now or hereafter intended to be covered by any of the Term Loan Collateral Documents and (iii) perfect and maintain the validity, effectiveness and priority of any of the Term Loan Collateral Documents and any of the Liens intended to be created thereunderunder Section 6.02.

Collateral Matters. (ia) The Borrower, on behalf of each Loan Party, (i) acknowledges and agrees that all pledges, grants of security interests and Liens and other obligations under the Term Loan Security Collateral Agreement, upon execution and delivery thereof by the Mortgagesparties thereto, each Account Control Agreementwill, the other Term Loan Collateral Documents and the other Loan Documents to which such Loan Party is a party are reaffirmed and remain in full force and effect on a continuous basis, (ii) reaffirms each Lien granted by such Loan Party to the extent required therein, create in favor of the Administrative Agent and/or Term Loan Collateral Agent Agent, for the benefit of the Secured Parties Parties, a valid and enforceable security interest under the New York UCC in the Collateral (as defined therein) and (iiii) acknowledges and agrees that when the grants of security interests and Liens by contained Collateral (as defined therein) constituting certificated securities (as defined in the Term Loan Security Agreement, the Mortgages, each Account Control Agreement and other Term Loan Collateral Documents are, and shall remain, in full force and effect on and after the date hereof. (iiNew York UCC) Until a Repayment Event has occurred, each Loan Party will promptly upon the written request by any Agent, or any Lender through is delivered to the Administrative Agent, executetogether with instruments of transfer duly endorsed in blank, acknowledgethe security interest created under the Collateral Agreement will constitute a fully perfected security interest in all right, delivertitle and interest of the pledgors thereunder in such Collateral, recordprior and superior in right to any other Person, re-record, file, re-file, register to the extent that such security interest can be perfected under the New York UCC and re-register any and all such further acts, deeds, conveyances, pledge agreements, mortgages, landlord waivers, estoppel and consent agreements of lessors, deeds of trust, trust deeds, assignments, (ii) when financing statements in appropriate form are filed in the applicable filing offices, the security interest created under the Collateral Agreement will constitute a fully perfected security interest in all right, title and continuations thereof, termination interest of the Loan Parties in the remaining Collateral (as defined therein) to the extent perfection can be obtained by filing Uniform Commercial Code financing statements, notices prior and superior to the rights of assignmentany other Person, transfersexcept for rights secured by Liens permitted by subsection 8.3. (b) Each Mortgage, certificatesupon execution and delivery thereof by the parties thereto, assurances and other instruments and amendments, modifications or supplements to any will create in favor of the foregoing, in each case, as any Agent, or any Lender through the Administrative Agent, may reasonably require from time for the benefit of the Secured Parties, a legal, valid and enforceable security interest in all the applicable mortgagor’s right, title and interest in and to time the Mortgaged Properties subject thereto and the proceeds thereof, and when the Mortgages have been filed in order the jurisdictions specified therein, the Mortgages will constitute a fully perfected security interest in all right, title and interest of the mortgagors in the Mortgaged Properties and the proceeds thereof, prior and superior in right to any other Person, but subject to Liens permitted by subsection 8.3. (ic) carry out more effectively Upon the purposes recordation of the IP Security Agreements with the United States Patent and Trademark Office or the United States Copyright Office, as applicable, and the filing of the financing statements referred to in paragraph (a) of this subsection, the security interest created under the Collateral Agreement will constitute a fully perfected security interest in all right, title and interest of the Loan DocumentsParties in the Intellectual Property (as defined in the Collateral Agreement) in which a security interest may be perfected by filing in the United States of America, in each case prior and superior in right to any other Person, but subject to Liens permitted by subsection 8.3 (iiit being understood that subsequent recordings in the United States Patent and Trademark Office or the United States Copyright Office may be necessary to perfect a security interest in such Intellectual Property acquired by the Loan Parties after the Effective Date). (d) Each Collateral Document, other than any Collateral Document referred to in the preceding paragraphs of this subsection, 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, to the fullest extent required therein, be effective under applicable law to create in favor of the Administrative Agent, for the benefit of the Secured Parties, a valid and enforceable security interest in the Collateral subject thereto, which security interest will, to the extent required therein, constitute a fully perfected security interest in all right, title and interest of the Loan Parties in the Collateral subject thereto, prior and superior to the rights of any other Person, except for rights secured by Liens permitted by applicable law, subject any Loan Party’s or any of its Subsidiaries’ properties, assets, rights or interests to the Liens now or hereafter intended to be covered by any of the Term Loan Collateral Documents and (iii) perfect and maintain the validity, effectiveness and priority of any of the Term Loan Collateral Documents and any of the Liens intended to be created thereundersubsection 8.3.

Collateral Matters. (ia) The Borrower, on behalf of each Loan Party, (i) acknowledges and agrees that all pledges, grants of security interests and Liens and other obligations under the Term Loan Security Collateral Agreement, upon execution and delivery thereof by the Mortgagesparties thereto, each Account Control Agreement, the other Term Loan Collateral Documents and the other Loan Documents to which such Loan Party is a party are reaffirmed and remain will create in full force and effect on a continuous basis, (ii) reaffirms each Lien granted by such Loan Party to favor of the Administrative Agent and/or Term Loan Collateral Agent Agent, for the benefit of the Secured Parties Parties, a valid and enforceable security interest in the Collateral (as defined therein) and (iiii) acknowledges and agrees that when the grants of security interests and Liens by contained Collateral (as defined therein) constituting certificated securities (as defined in the Term Loan Security Agreement, the Mortgages, each Account Control Agreement and other Term Loan Collateral Documents are, and shall remain, in full force and effect on and after the date hereof. (iiUniform Commercial Code) Until a Repayment Event has occurred, each Loan Party will promptly upon the written request by any Agent, or any Lender through is delivered to the Administrative Agent, executetogether with instruments of transfer duly endorsed in blank, acknowledgethe security interest created under the Collateral Agreement will constitute a fully perfected security interest in all right, delivertitle and interest of the pledgors thereunder in such Collateral, recordprior and superior in right to any other Person, re-record, file, re-file, register and re-register any and all such further acts, deeds, conveyances, pledge agreements, mortgages, landlord waivers, estoppel and consent agreements of lessors, deeds of trust, trust deeds, assignments, (ii) when financing statements in appropriate form are filed in the applicable filing offices, the security interest created under the Collateral Agreement will constitute a fully perfected security interest in all right, title and continuations thereof, termination interest of the Loan Parties in the remaining Collateral (as defined therein) to the extent perfection can be obtained by filing Uniform Commercial Code financing statements, notices prior and superior to the rights of assignmentany other Person, transfersexcept for rights secured by Liens permitted under Section 6.02. (b) Each Mortgage, certificatesupon execution and delivery thereof by the parties thereto, assurances and other instruments and amendments, modifications or supplements to any will create in favor of the foregoing, in each case, as any Agent, or any Lender through the Administrative Agent, may reasonably require from time for the benefit of the Secured Parties, a legal, valid and enforceable security interest in all the applicable mortgagor's right, title and interest in and to time the Mortgaged Properties subject thereto, and when the Mortgages have been filed in order the jurisdictions specified therein, the Mortgages will constitute constructive notice to third parties of the lien of the Administrative Agent in all right, title and interest of the mortgagors in the Mortgaged Properties, prior and superior in right to any other Person, but subject to Liens permitted under Section 6.02. (ic) carry out more effectively Upon the purposes recordation of the IP Security Agreements with the United States Patent and Trademark Office or the United States Copyright Office, as applicable, and the filing of the financing statements referred to in paragraph (a) of this Section, the security interest created under the Collateral Agreement will constitute a fully perfected security interest in all right, title and interest of the Loan DocumentsParties in the Intellectual Property (as defined in the Collateral Agreement) in which a security interest may be perfected by filing in the United States of America, in each case prior and superior in right to any other Person, but subject to Liens permitted under Section 6.02 (ii) it being understood that subsequent recordings in the United States Patent and Trademark Office or the United States Copyright Office may be necessary to perfect a security interest in such Intellectual Property acquired by the fullest extent permitted by applicable law, subject any Loan Party’s or any of its Subsidiaries’ properties, assets, rights or interests to Parties after the Liens now or hereafter intended to be covered by any of the Term Loan Collateral Documents and (iii) perfect and maintain the validity, effectiveness and priority of any of the Term Loan Collateral Documents and any of the Liens intended to be created thereunderEffective Date).

Collateral Matters. Subject to the Collateral and Guarantee Requirement: (ia) The Borrower, on behalf of each Loan Party, (i) acknowledges and agrees that all pledges, grants of security interests and Liens and other obligations under the Term Loan Security Collateral Agreement, upon execution and delivery thereof by the Mortgagesparties thereto, each Account Control Agreement, the other Term Loan Collateral Documents and the other Loan Documents to which such Loan Party is a party are reaffirmed and remain will create in full force and effect on a continuous basis, (ii) reaffirms each Lien granted by such Loan Party to favor of the Administrative Agent and/or Term Loan Collateral Agent Agent, for the benefit of the Secured Parties Parties, a valid and enforceable security interest in the Collateral (as defined therein, or if applicable, the analogous term in any non-U.S. Security Document) and (iiii) acknowledges and agrees that when the grants of security interests and Liens by contained Collateral (as defined in the Term Loan Security U.S. Collateral Agreement, ) constituting certificated securities (as defined in the Mortgages, each Account Control Agreement and other Term Loan Collateral Documents are, and shall remain, in full force and effect on and after the date hereof. (iiUniform Commercial Code) Until a Repayment Event has occurred, each Loan Party will promptly upon the written request by any Agent, or any Lender through is delivered to the Administrative Agent, executetogether with instruments of transfer duly endorsed in blank, acknowledgethe security interest created under the U.S. Collateral Agreement will constitute a fully perfected security interest in all right, delivertitle and interest of the pledgors thereunder in such Collateral, recordprior and superior in right to any other Person (other than Permitted Encumbrances that by operation of law or contract would have priority over the Obligations), re-record, file, re-file, register and re-register any and all such further acts, deeds, conveyances, pledge agreements, mortgages, landlord waivers, estoppel and consent agreements of lessors, deeds of trust, trust deeds, assignments, (ii) when financing statements in appropriate form are filed in the applicable filing offices, the security interest created under the U.S. Collateral Agreement will constitute a fully perfected security interest in all right, title and continuations thereof, termination interest of the Loan Parties in the remaining Collateral (as defined therein) to the extent perfection can be obtained by filing Uniform Commercial Code financing statements, notices prior and superior to the rights of assignmentany other Person (other than Liens permitted under Section 6.02). (b) Each Mortgage, transfersupon execution and delivery thereof by the parties thereto, certificates, assurances and other instruments and amendments, modifications or supplements to any will create in favor of the foregoing, in each case, as any Agent, or any Lender through the Administrative Agent, may for the benefit of the Secured Parties, a legal, valid and enforceable security interest in all the applicable mortgagor’s right, title and interest in and to the Mortgaged Properties subject thereto and the proceeds thereof, and when the Mortgages have been filed in the jurisdictions specified therein, the Mortgages will constitute a fully perfected security interest in all right, title and interest of the mortgagors in the Mortgaged Properties and the proceeds thereof, prior and superior in right to any other Person, other than Liens permitted under Section 6.02. (c) Upon the recordation of the U.S. Collateral Agreement (or an IP Security Agreement in form and substance reasonably require from time satisfactory to time the Borrower and the Administrative Agent) with the United States Patent and Trademark Office or the United States Copyright Office, as applicable, and the filing of the financing statements referred to in order to paragraph (ia) carry out more effectively of this Section 3.15, the purposes security interest created under the U.S. Collateral Agreement will constitute a fully perfected security interest in all right, title and interest of the Loan DocumentsParties in the Intellectual Property (as defined in the U.S. Collateral Agreement and, for the avoidance of doubt, other than any Excluded Assets) registered in the United States in which a security interest may be perfected by filing or recording in the United States of America, in each case prior and superior in right to any other Person, other than Liens permitted under Section 6.02 (iiit being understood and agreed that subsequent recordings in the United States Patent and Trademark Office or the United States Copyright Office may be necessary to perfect a security interest in such Intellectual Property acquired or developed by the applicable Loan Parties after the Effective Date). (d) Each Security Document, upon execution and delivery thereof by the parties thereto and the making of the filings and taking of the other actions provided for therein, will be effective under applicable law to create in favor of the Administrative Agent, for the benefit of the Secured Parties, a valid and enforceable security interest in the Collateral subject thereto, and will constitute a fully perfected security interest in all right, title and interest of the Loan Parties in the Collateral subject thereto, prior and superior to the fullest extent permitted by applicable law, subject any Loan Party’s or any of its Subsidiaries’ properties, assets, rights or interests to the Liens now or hereafter intended to be covered by any of the Term Loan Collateral Documents and (iii) perfect and maintain the validity, effectiveness and priority of any of the Term Loan Collateral Documents and any of the other Person, except for rights secured by Liens intended to be created thereunderpermitted under Section 6.02.

Collateral Matters. (ia) The Borrower, on behalf of each Loan Party, (i) acknowledges and agrees that all pledges, grants of security interests and Liens and other obligations under the Term Loan Security Domestic Collateral Agreement, upon execution and delivery thereof by the Mortgagesparties thereto, each Account Control Agreement, the other Term Loan Collateral Documents and the other Loan Documents to which such Loan Party is a party are reaffirmed and remain will create in full force and effect on a continuous basis, (ii) reaffirms each Lien granted by such Loan Party to favor of the Administrative Agent and/or Term Loan Collateral Agent Agent, for the benefit of the Secured Parties Parties, a valid and enforceable security interest in the Collateral (as defined therein) and (iiii) acknowledges and agrees that when the grants of security interests and Liens by contained Collateral (as defined therein) constituting certificated securities (as defined in the Term Loan Security Agreement, the Mortgages, each Account Control Agreement and other Term Loan Collateral Documents are, and shall remain, in full force and effect on and after the date hereof. (iiUniform Commercial Code) Until a Repayment Event has occurred, each Loan Party will promptly upon the written request by any Agent, or any Lender through is delivered to the Administrative Agent, executetogether with instruments of transfer duly endorsed in blank, acknowledgethe security interest created under the Domestic Collateral Agreement will constitute a fully perfected security interest in all right, delivertitle and interest of the pledgors thereunder in such Collateral, recordprior and superior in right to any other Person, re-record, file, re-file, register and re-register any and all such further acts, deeds, conveyances, pledge agreements, mortgages, landlord waivers, estoppel and consent agreements of lessors, deeds of trust, trust deeds, assignments, (ii) when financing statements in appropriate form are filed in the applicable filing offices, the security interest created under the Domestic Collateral Agreement will constitute a fully perfected security interest in all right, title and continuations thereof, termination interest of the Domestic Loan Parties in the remaining Collateral (as defined therein) to the extent perfection can be obtained by filing Uniform Commercial Code financing statements, notices prior and superior to the rights of assignmentany other Person, transfersexcept for rights secured by Liens permitted by Section 7.01. (b) Each Domestic Mortgage, certificatesupon execution and delivery thereof by the parties thereto, assurances and other instruments and amendments, modifications or supplements to any will create in favor of the foregoing, in each case, as any Agent, or any Lender through the Administrative Agent, may reasonably require from time to time in order to (i) carry out more effectively for the purposes benefit of the Loan DocumentsSecured Parties, (ii) a legal, valid and enforceable security interest in all the applicable mortgagor’s right, title and interest in and to the fullest extent Mortgaged Properties subject thereto and the proceeds thereof, and when the Domestic Mortgages have been filed in the jurisdictions specified therein, the Domestic Mortgages will constitute a fully perfected security interest in all right, title and interest of the mortgagors in the Mortgaged Properties and the proceeds thereof, prior and superior in right to any other Person, but subject to Liens permitted by applicable law, subject any Loan Party’s or any of its Subsidiaries’ properties, assets, rights or interests to Section 7.01. (c) Upon the Liens now or hereafter intended to be covered by any recordation of the Term Loan Domestic Collateral Documents Agreement (or a short-form version thereof) with the United States Patent and (iii) perfect Trademark Office or the United States Copyright Office, as applicable, and maintain the validity, effectiveness and priority of any filing of the Term Loan financing statements referred to in subsection (a) above, the security interest created under the Domestic Collateral Documents Agreement will constitute a fully perfected security interest in all right, title and any interest of the Domestic Loan Parties in the Intellectual Property (as defined in the Domestic Collateral Agreement) in which a security interest may be perfected by filing in the United States of America, in each case prior and superior in right to any other Person, but subject to Liens intended permitted by Section 7.01 (it being understood that subsequent recordings in the United States Patent and Trademark Office or the United States Copyright Office may be necessary to be created thereunderperfect a security interest in such Intellectual Property acquired by the Domestic Loan Parties after the First Restatement Effective Date).

Collateral Matters. (ia) The Borrower, on behalf of each Loan Party, (i) acknowledges and agrees that all pledges, grants of security interests and Liens and other obligations under the Term Loan Security Collateral Agreement, upon execution and delivery thereof by the Mortgagesparties thereto, each Account Control Agreement, the other Term Loan Collateral Documents and the other Loan Documents to which such Loan Party is a party are reaffirmed and remain will create in full force and effect on a continuous basis, (ii) reaffirms each Lien granted by such Loan Party to favor of the Administrative Agent and/or Term Loan Collateral Agent Agent, for the benefit of the Secured Parties Parties, a valid and enforceable security interest in the Collateral (as defined therein) and (iiii) acknowledges and agrees that when the grants of security interests and Liens by contained Collateral (as defined therein) constituting certificated securities (as defined in the Term Loan Security Agreement, the Mortgages, each Account Control Agreement and other Term Loan Collateral Documents are, and shall remain, in full force and effect on and after the date hereof. (iiUniform Commercial Code) Until a Repayment Event has occurred, each Loan Party will promptly upon the written request by any Agent, or any Lender through is delivered to the Administrative Agent, executetogether with instruments of transfer duly endorsed in blank, acknowledgethe security interest created under the Collateral Agreement will constitute a fully perfected first-priority security interest in all right, delivertitle and interest of the pledgors thereunder in such Collateral, recordprior and superior in right to any other Person, re-record, file, re-file, register and re-register any and all such further acts, deeds, conveyances, pledge agreements, mortgages, landlord waivers, estoppel and consent agreements of lessors, deeds of trust, trust deeds, assignments, (ii) when financing statements in appropriate form are filed in the applicable filing offices, the security interest created under the Collateral Agreement will constitute a fully perfected security interest in all right, title and continuations thereof, termination interest of the Loan Parties in the remaining Collateral (as defined therein) to the extent perfection can be obtained by filing Uniform Commercial Code financing statements, notices prior and superior to the rights of assignmentany other Person, transfersexcept for rights secured by Liens permitted under Section 6.02 that, certificatesby operation of law or contract, assurances would have priority over the Liens securing the Obligations. (b) Each Security Document (other than the Collateral Agreement), upon execution and other instruments delivery thereof by the parties thereto and amendments, modifications or supplements to any the making of the foregoingfilings and taking of the other actions provided for therein, will be effective under applicable law to create in each case, as any Agent, or any Lender through favor of the Administrative Agent, may reasonably require from time to time for the benefit of the Secured Parties, a valid and enforceable security interest in order to (i) carry out more effectively the purposes Collateral subject thereto, and will constitute a fully perfected security interest in all right, title and interest of the Loan DocumentsParties in the Collateral subject thereto, (ii) prior and superior to the fullest extent rights of any other Person, except for rights secured by Liens permitted under Section 6.02 that, by applicable lawoperation of law or contract, subject any Loan Party’s or any of its Subsidiaries’ properties, assets, rights or interests to would have priority over the Liens now or hereafter intended to be covered by any of securing the Term Loan Collateral Documents and (iii) perfect and maintain the validity, effectiveness and priority of any of the Term Loan Collateral Documents and any of the Liens intended to be created thereunderObligations.

Collateral Matters. (ia) The Borrower, on behalf of each Loan Party, (i) acknowledges When executed and agrees that all pledges, grants of security interests and Liens and other obligations under the Term Loan Security Agreementdelivered, the Mortgages, each Account Control Agreement, the other Term Loan US Guarantee and Collateral Documents Agreement and the other Loan Documents Xxxxxx Collateral Agreement will be effective to which such Loan Party is a party are reaffirmed and remain create in full force and effect on a continuous basis, (ii) reaffirms each Lien granted by such Loan Party to favor of the Administrative Agent and/or Term Loan Collateral Agent for the ratable benefit of the applicable Secured Parties a valid and enforceable security interest in the Collateral (as defined in each such agreement) and (iiii) acknowledges and agrees that when the grants of security interests and Liens by contained Collateral (as defined in the Term Loan Security US Guarantee and Collateral Agreement) constituting certificated securities (as defined in the Uniform Commercial Code) is delivered to the Collateral Agent under the US Guarantee and Collateral Agreement together with instruments of transfer duly endorsed in blank, the MortgagesUS Guarantee and Collateral Agreement will constitute a fully perfected Lien on, each Account Control and security interest in, all right, title and interest of the pledgors thereunder in such Collateral, prior and superior in right to any other Person, and (ii) when financing statements in appropriate form are filed in the offices specified in the Perfection Certificate, the US Guarantee and Collateral Agreement and other Term Loan the Xxxxxx Collateral Documents are, and shall remain, in full force and effect Agreement will each constitute a fully perfected Lien on and after security interest in all right, title and interest of the date hereofCredit Parties in the Collateral (as defined in each such agreement) to the extent perfection can be obtained by filing Uniform Commercial Code financing statements, prior and superior to the rights of any other Person, except for rights secured by Liens expressly permitted by Section 6.02. (iib) Until a Repayment Event has occurred, each Loan Party will promptly upon Upon the written request by any Agent, or any Lender through the Administrative Agent, execute, acknowledge, deliver, record, re-record, file, re-file, register and re-register any and all such further acts, deeds, conveyances, pledge agreements, mortgages, landlord waivers, estoppel and consent agreements of lessors, deeds of trust, trust deeds, assignments, financing statements and continuations thereof, termination statements, notices of assignment, transfers, certificates, assurances and other instruments and amendments, modifications or supplements to any recordation of the foregoingXxxxxx Collateral Agreement or a memorandum of such Agreement with the United States Patent and Trademark Office, the Lien created under the Xxxxxx Collateral Agreement will constitute a fully perfected Lien on all right, title and interest of the Credit Parties in the Pledged Xxxxxx Trademarks in which a security interest may be perfected by filing in the United States and its territories and possessions, in each case, as case prior and superior in right to any Agent, or any Lender through the Administrative Agent, may reasonably require from time to time in order to (i) carry out more effectively the purposes of the Loan Documents, (ii) to the fullest extent permitted by applicable lawother Person, subject any Loan Party’s or any of its Subsidiaries’ properties, assets, rights or interests to the Liens now or hereafter intended to be covered by any of the Term Loan Collateral Documents and (iii) perfect and maintain the validity, effectiveness and priority of any of the Term Loan Collateral Documents and any of the Liens intended to be created thereunderpermitted under Section 6.02.

Collateral Matters. (ia) The Borrower, on behalf Collateral Agreement creates in favor of each Loan Party, (i) acknowledges and agrees that all pledges, grants of security interests and Liens and other obligations under the Term Loan Security Agreement, the Mortgages, each Account Control Agreement, the other Term Loan Collateral Documents and the other Loan Documents to which such Loan Party is a party are reaffirmed and remain in full force and effect on a continuous basis, (ii) reaffirms each Lien granted by such Loan Party to the Administrative Agent and/or Term Loan Collateral Agent Agent, for the benefit of the Secured Parties Parties, a valid and (iii) acknowledges and agrees that the grants of enforceable security interests and Liens by contained interest in the Term Loan Security Agreement, the Mortgages, each Account Control Agreement Collateral (as defined therein) and other Term Loan Collateral Documents are, and shall remain, in full force and effect on and after the date hereof. (ii) Until a Repayment Event has occurred, each Loan Party will promptly upon the written request by any Agent, or any Lender through the Administrative Agent, execute, acknowledge, deliver, record, re-record, file, re-file, register and re-register any and all such further acts, deeds, conveyances, pledge agreements, mortgages, landlord waivers, estoppel and consent agreements of lessors, deeds of trust, trust deeds, assignments, financing statements and continuations thereof, termination statements, notices of assignment, transfers, certificates, assurances and other instruments and amendments, modifications or supplements to any of the foregoing, in each case, as any Agent, or any Lender through the Administrative Agent, may reasonably require from time to time in order to (i) carry out more effectively in the purposes case of Collateral (as defined therein) constituting certificated securities (as defined in the Uniform Commercial Code) delivered to the Administrative Agent on or prior to the Restatement Effective Date, together with instruments of transfer duly endorsed in blank, the security interest created under the Collateral Agreement constitutes a fully perfected security interest in all right, title and interest of the Loan Documentspledgors thereunder in such Collateral, prior and superior in right to any other Person, (ii) in the case of financing statements filed prior to the fullest extent permitted by applicable lawRestatement Effective Date in connection with the Existing Credit Agreement, subject any the security interest created under the Collateral Agreement constitutes a fully perfected security interest in all right, title and interest of the Loan Party’s or any of its Subsidiaries’ properties, assets, rights or interests Parties in the remaining Collateral (as defined therein) to the extent perfection can be obtained by filing Uniform Commercial Code financing statements, prior and superior to the rights of any other Person, except for rights secured by Liens now or hereafter intended to be covered by any of the Term Loan Collateral Documents and permitted under Section 6.02, (iii) perfect when any other Collateral (as defined therein) constituting certificated securities (as defined in the Uniform Commercial Code) is delivered to the Administrative Agent after the Restatement Effective Date, together with instruments of transfer duly endorsed in blank, the security interest created under the Collateral Agreement will constitute a fully perfected security interest in all right, title and maintain interest of the validitypledgors thereunder in such Collateral, effectiveness prior and priority superior in right to any other Person, and (iv) when financing statements in appropriate form are filed in the applicable filing offices with respect to any Loan Party joined as a Loan Party after the Restatement Effective Date, the security interest created under the Collateral Agreement will constitute a fully perfected security interest in all right, title and interest of such Loan Parties in the Collateral (as defined therein) of such Loan Party to the extent perfection can be obtained by filing Uniform Commercial Code financing statements, in each case prior and superior to the rights of any of the Term Loan Collateral Documents and any of the other Person, except for rights secured by Liens intended to be created thereunderpermitted under Section 6.02. (b) [Intentionally Omitted].

Collateral Matters. (ia) The Borrower, on behalf Collateral Agreement creates in favor of each Loan Party, (i) acknowledges and agrees that all pledges, grants of security interests and Liens and other obligations under the Term Loan Security Agreement, the Mortgages, each Account Control Agreement, the other Term Loan Collateral Documents and the other Loan Documents to which such Loan Party is a party are reaffirmed and remain in full force and effect on a continuous basis, (ii) reaffirms each Lien granted by such Loan Party to the Administrative Agent and/or Term Loan Collateral Agent Agent, for the benefit of the Secured Parties Parties, a valid and enforceable security interest in the Collateral (as defined therein) and (iiii) acknowledges and agrees that when the grants of security interests and Liens by contained Collateral (as defined therein) constituting certificated securities (as defined in the Term Loan Security Agreement, the Mortgages, each Account Control Agreement and other Term Loan Collateral Documents are, and shall remain, in full force and effect on and after the date hereof. (iiUniform Commercial Code) Until a Repayment Event has occurred, each Loan Party will promptly upon the written request by any Agent, or any Lender through is delivered to the Administrative Agent, executetogether with instruments of transfer duly endorsed in blank, acknowledgethe security interest created under the Collateral Agreement will constitute a fully perfected security interest in all right, delivertitle and interest of the pledgors thereunder in such Collateral, recordprior and superior in right to any other Person, re-record, file, re-file, register and re-register any and all such further acts, deeds, conveyances, pledge agreements, mortgages, landlord waivers, estoppel and consent agreements of lessors, deeds of trust, trust deeds, assignments, (ii) when financing statements in appropriate form are filed in the applicable filing offices, the security interest created under the Collateral Agreement will constitute a fully perfected security interest in all right, title and continuations thereof, termination interest of the Loan Parties in the remaining Collateral (as defined therein) to the extent perfection can be obtained by filing Uniform Commercial Code financing statements, notices prior and superior to the rights of assignmentany other Person, transfersexcept for rights secured by Liens permitted under Section 6.02. (b) Each Mortgage, certificatesupon execution and delivery thereof by the parties thereto, assurances and other instruments and amendments, modifications or supplements to any will create in favor of the foregoing, in each case, as any Agent, or any Lender through the Administrative Agent, may for the benefit of the Secured Parties, a legal, valid and enforceable security interest in all the applicable mortgagor’s right, title and interest in and to the Mortgaged Properties subject thereto and the proceeds thereof, and when the Mortgages have been filed in the jurisdictions specified therein, the Mortgages will constitute a fully perfected security interest in all right, title and interest of the mortgagors in the Mortgaged Properties and the proceeds thereof, prior and superior in right to any other Person, but subject to Liens permitted under Section 6.02. (c) Upon the recordation of the Collateral Agreement (or a short-form security agreement in form and substance reasonably require from time satisfactory to time the Borrower and the Administrative Agent) with the United States Patent and Trademark Office or the United States Copyright Office, as applicable, and the filing of the financing statements referred to in order to paragraph (ia) carry out more effectively of this Section, the purposes security interest created under the Collateral Agreement will constitute a fully perfected security interest in all right, title and interest of the Loan DocumentsParties in the Intellectual Property (as defined in the Collateral Agreement) owned by the Loan Parties in which a security interest may be perfected by filing in the United States of America, in each case prior and superior in right to any other Person, but subject to Liens permitted under Section 6.02 (iiit being understood and agreed that subsequent recordings in the United States Patent and Trademark Office or the United States Copyright Office may be necessary to perfect a security interest in such Intellectual Property acquired by the Loan Parties after the Effective Date). (d) Each Security Document, other than any Security Document referred to in the preceding paragraphs of this Section, upon execution and delivery thereof by the parties thereto and the making of the filings and taking of the other actions provided for therein, will be effective under applicable law to create in favor of the Administrative Agent, for the benefit of the Secured Parties, a valid and enforceable security interest in the Collateral subject thereto, and will constitute a fully perfected security interest in all right, title and interest of the Loan Parties in the Collateral subject thereto, prior and superior to the fullest extent permitted by applicable law, subject any Loan Party’s or any of its Subsidiaries’ properties, assets, rights or interests to the Liens now or hereafter intended to be covered by any of the Term Loan Collateral Documents and (iii) perfect and maintain the validity, effectiveness and priority of any of the Term Loan Collateral Documents and any of the other Person, except for rights secured by Liens intended to be created thereunderpermitted under Section 6.02.

Collateral Matters. (ia) The Borrower, on behalf of each Loan Party, (i) acknowledges When executed and agrees that all pledges, grants of security interests and Liens and other obligations under the Term Loan Security Agreementdelivered, the Mortgages, each Account Control Agreement, the other Term Loan Collateral Documents and the other Loan Documents Agreement will be effective to which such Loan Party is a party are reaffirmed and remain create in full force and effect on a continuous basis, (ii) reaffirms each Lien granted by such Loan Party to favor of the Administrative Agent and/or Term Loan Collateral Agent for the ratable benefit of the Secured Parties a valid and enforceable security interest in the Collateral (as defined therein) and (iiii) acknowledges and agrees that when the grants of security interests and Liens by contained Collateral (as defined therein) constituting certificated securities (as defined in the Term Loan Security AgreementUniform Commercial Code) is delivered to the Administrative Agent thereunder together with instruments of transfer duly endorsed in blank, the Mortgages, each Account Control Collateral Agreement and other Term Loan Collateral Documents arewill constitute a fully perfected Lien on, and shall remainsecurity interest in, all right, title and interest of the pledgors thereunder in full force such Collateral, prior and effect superior in right to any other Person, and (ii) when financing statements in appropriate form are filed in the offices specified in the Perfection Certificate, the Collateral Agreement will constitute a fully perfected Lien on and after security interest in all right, title and interest of the date hereofgrantors in the remaining Collateral (as defined therein) to the extent perfection can be obtained by filing Uniform Commercial Code financing statements, prior and superior to the rights of any other Person, except Liens expressly permitted by Section 6.02. (iib) Until a Repayment Event has occurredEach Mortgage, each Loan Party upon execution and delivery by the parties thereto, will promptly upon the written request by any Agent, or any Lender through create in favor of the Administrative Agent, executefor the ratable benefit of the Secured Parties, acknowledgea legal, delivervalid and enforceable Lien on all the applicable mortgagor’s right, record, re-record, file, re-file, register title and re-register any interest in and all such further acts, deeds, conveyances, pledge agreements, mortgages, landlord waivers, estoppel to the Mortgaged Properties subject thereto and consent agreements of lessors, deeds of trust, trust deeds, assignments, financing statements and continuations the proceeds thereof, termination statementsand when the Mortgages have been filed in the jurisdictions specified in Schedule 3.16, notices the Mortgages will constitute a fully perfected Lien on all right, title and interest of assignmentthe mortgagors in the Mortgaged Properties and the proceeds thereof, transfers, certificates, assurances prior and other instruments and amendments, modifications or supplements superior in right to any other Person (but subject to Liens or other encumbrances for which exceptions are taken in the policies of title insurance delivered in respect of the foregoingMortgaged Properties). (c) Upon the recordation of the Collateral Agreement or a memorandum of such Agreement with the United States Patent and Trademark Office and the United States Copyright Office, the Lien created under the Collateral Agreement will constitute a fully perfected Lien on all right, title and interest of the Borrower in the registered Intellectual Property (as defined in the Collateral Agreement) in which a security interest may be fully perfected by filing in the United States Patent and Trademark Office and the United States Copyright Office, in each casecase prior and superior in right to any other Person, as any Agentexcept Liens expressly permitted under Section 6.02 (it being understood that subsequent recordings in the United States Patent and Trademark Office or the United States Copyright Office may be necessary to perfect a Lien on registered trademarks and trademark applications or copyrights, or any Lender through respectively, acquired by the Administrative Agent, may reasonably require from time to time in order to (i) carry out more effectively Borrower after the purposes of the Loan Documents, (ii) to the fullest extent permitted by applicable law, subject any Loan Party’s or any of its Subsidiaries’ properties, assets, rights or interests to the Liens now or hereafter intended to be covered by any of the Term Loan Collateral Documents and (iii) perfect and maintain the validity, effectiveness and priority of any of the Term Loan Collateral Documents and any of the Liens intended to be created thereunderEffective Date).

Collateral Matters. (ia) The Borrower, on behalf of each Loan Party, (i) acknowledges and agrees that all pledges, grants of security interests and Liens and other obligations under the Term Loan Security Collateral Agreement, upon execution and delivery thereof by the Mortgagesparties thereto, each Account Control Agreement, the other Term Loan Collateral Documents and the other Loan Documents to which such Loan Party is a party are reaffirmed and remain will create in full force and effect on a continuous basis, (ii) reaffirms each Lien granted by such Loan Party to favor of the Administrative Agent and/or Term Loan Collateral Agent Agent, for the benefit of the Secured Parties Parties, a valid and enforceable security interest in the Collateral (as defined therein) and (iiii) acknowledges and agrees that when the grants of security interests and Liens by contained Collateral (as defined therein) constituting certificated securities (as defined in the Term Loan Security Agreement, the Mortgages, each Account Control Agreement and other Term Loan Collateral Documents are, and shall remain, in full force and effect on and after the date hereof. (iiUniform Commercial Code) Until a Repayment Event has occurred, each Loan Party will promptly upon the written request by any Agent, or any Lender through is delivered to the Administrative Agent, executetogether with instruments of transfer duly endorsed in blank, acknowledgethe security interest created under the Collateral Agreement will constitute a fully perfected security interest in all right, delivertitle and interest of the pledgors thereunder in such Collateral, recordprior and superior in right to any other Person, re-record, file, re-file, register and re-register any and all such further acts, deeds, conveyances, pledge agreements, mortgages, landlord waivers, estoppel and consent agreements of lessors, deeds of trust, trust deeds, assignments, (ii) when financing statements in appropriate form are filed in the applicable filing offices, the security interest created under the Collateral Agreement will constitute a fully perfected security interest in all right, title and continuations thereof, termination interest of the Loan Parties in the remaining Collateral (as defined therein) to the extent perfection can be obtained by filing Uniform Commercial Code financing statements, notices prior and superior to the rights of assignmentany other Person, transfers, certificates, assurances and other instruments and amendments, modifications or supplements to any except for rights secured by Liens permitted under Section 6.02. (b) Upon the recordation of the foregoingIP Security Agreements with the United States Patent and Trademark Office or the United States Copyright Office, as applicable, and the filing of the financing statements referred to in paragraph (a) of this Section, the security interest created under the Collateral Agreement will constitute a fully perfected security interest in all right, title and interest of the Domestic Loan Parties in the Intellectual Property (as defined in the Collateral Agreement) in which a security interest may be perfected by filing in the United States of America, in each casecase prior and superior in right to any other Person, as but subject to Liens permitted under Section 6.02 (it being understood that subsequent recordings in the United States Patent and Trademark Office or the United States Copyright Office may be necessary to perfect a security interest in such Intellectual Property acquired by the Domestic Loan Parties after the Effective Date). (c) Each Security Document, other than any AgentSecurity Document referred to in the preceding paragraphs of this Section, or any Lender through upon execution and delivery thereof by the parties thereto and the making of the filings and taking of the other actions provided for therein, will be effective under applicable law to create in favor of the Administrative Agent, may reasonably require from time to time for the benefit of the Secured Parties, a valid and enforceable security interest in order to (i) carry out more effectively the purposes Collateral subject thereto, and will constitute a fully perfected security interest in all right, title and interest of the Loan DocumentsParties in the Collateral subject thereto, (ii) prior and superior to the fullest extent permitted by applicable law, subject any Loan Party’s or any of its Subsidiaries’ properties, assets, rights or interests to the Liens now or hereafter intended to be covered by any of the Term Loan Collateral Documents and (iii) perfect and maintain the validity, effectiveness and priority of any of the Term Loan Collateral Documents and any of the other Person, except for rights secured by Liens intended to be created thereunderpermitted under Section 6.02.

Collateral Matters. (ia) The Borrower, on behalf of each Loan Party, (i) acknowledges and agrees that all pledges, grants of security interests and Liens and other obligations under the Term Loan Restated Security Agreement, upon execution and delivery thereof by the Mortgagesparties thereto, each Account Control Agreement, the other Term Loan Collateral Documents and the other Loan Documents to which such Loan Party is a party are reaffirmed and remain will create in full force and effect on a continuous basis, (ii) reaffirms each Lien granted by such Loan Party to favor of the Administrative Agent and/or Term Loan Collateral Agent Agent, for the benefit of the Secured Parties Lender Parties, a valid and enforceable security interest in the Collateral and (iiii) acknowledges and agrees that when the grants of security interests and Liens by contained Collateral constituting certificated securities (as defined in the Term Loan Security Agreement, the Mortgages, each Account Control Agreement and other Term Loan Collateral Documents are, and shall remain, in full force and effect on and after the date hereof. (iiUCC) Until a Repayment Event has occurred, each Loan Party will promptly upon the written request by any Agent, or any Lender through is delivered to the Administrative Agent, executetogether with instruments of transfer duly endorsed in blank, acknowledgethe security interest created under the Restated Security Agreement will constitute a fully perfected security interest in all right, delivertitle and interest of the pledgors thereunder in such Collateral, recordprior and superior in right to any other Person, re-record, file, re-file, register and re-register any and all such further acts, deeds, conveyances, pledge agreements, mortgages, landlord waivers, estoppel and consent agreements of lessors, deeds of trust, trust deeds, assignments, (ii) when financing statements in appropriate form are filed in the applicable filing offices, the security interest created under the Restated Security Agreement will constitute a fully perfected security interest in all right, title and continuations thereof, termination interest of the Loan Parties in the remaining Collateral (as defined therein) to the extent perfection can be obtained by filing UCC financing statements, notices prior and superior to the rights of assignmentany other Person, transfersexcept for rights secured by Liens permitted under Section 6.02. (b) Each Mortgage, certificatesupon execution and delivery thereof by the parties thereto, assurances and other instruments and amendments, modifications or supplements to any will create in favor of the foregoing, in each case, as any Agent, or any Lender through the Administrative Agent, may reasonably require from time for the benefit of the Lender Parties, a legal, valid and enforceable security interest in all the applicable mortgagor’s right, title and interest in and to time the Mortgaged Properties subject thereto and the proceeds thereof, and when the Mortgages have been filed in order the jurisdictions specified therein, the Mortgages will constitute a fully perfected security interest in all right, title and interest of the mortgagors in the Mortgaged Properties and the proceeds thereof, prior and superior in right to any other Person, but subject to Liens permitted under Section 6.02. (ic) carry out more effectively Upon the purposes recordation of the IP Security Agreements with the United States Patent and Trademark Office or the United States Copyright Office, as applicable, and the filing of the financing statements referred to in paragraph (a) of this Section, the security interest created under the Restated Security Agreement will constitute a fully perfected security interest in all right, title and interest of the Loan DocumentsParties in the Intellectual Property (as defined in the Restated Security Agreement) in which a security interest may be perfected by filing in the United States of America, in each case prior and superior in right to any other Person, but subject to Liens permitted under Section 6.02 (ii) it being understood that subsequent recordings in the United States Patent and Trademark Office or the United States Copyright Office may be necessary to perfect a security interest in such Intellectual Property acquired by the fullest extent permitted by applicable law, subject any Loan Party’s or any of its Subsidiaries’ properties, assets, rights or interests to Parties after the Liens now or hereafter intended to be covered by any of the Term Loan Collateral Documents and (iii) perfect and maintain the validity, effectiveness and priority of any of the Term Loan Collateral Documents and any of the Liens intended to be created thereunderSecond Restatement Effective Date).

Collateral Matters. (ia) The Borrower, on behalf of each Loan Party, (i) acknowledges and agrees that all pledges, grants of security interests and Liens and other obligations under the Term Loan Security Collateral Agreement, upon execution and delivery thereof by the Mortgagesparties thereto, each Account Control Agreementwill create in favor of the Agent, the other Term Loan Collateral Documents and the other Loan Documents to which such Loan Party is a party are reaffirmed and remain in full force and effect on a continuous basis, (ii) reaffirms each Lien granted by such Loan Party to the Administrative Agent and/or Term Loan Collateral Agent for the benefit of the Secured Parties Parties, a valid and enforceable security interest in the Collateral (as defined therein) and (iiii) acknowledges and agrees that when the grants of security interests and Liens by contained Collateral constituting certificated securities (as defined in the Term Loan Security AgreementUniform Commercial Code) is delivered to the Agent, together with instruments of transfer duly endorsed in blank, the Mortgagessecurity interest created under the Collateral Agreement will constitute a fully perfected security interest in all right, each Account Control Agreement title and interest of the pledgors thereunder in such Collateral, prior and superior in right to any other Term Loan Collateral Documents arePerson, and shall remain(ii) when financing statements in appropriate form are filed in the applicable filing offices, the security interest created under the Collateral Agreement will constitute a fully perfected security interest in full force all right, title and effect on interest of the Loan Parties in the remaining Collateral to the extent perfection can be obtained by filing Uniform Commercial Code financing statements, prior and after superior to the date hereofrights of any other Person, except for rights secured by Liens permitted by Section 6.02. (iib) Until a Repayment Event has occurredEach Mortgage, each Loan Party upon execution and delivery thereof by the parties thereto, will promptly upon create in favor of the written request by any Agent, for the benefit of the Secured Parties, a legal, valid and enforceable security interest in all the applicable mortgagor’s right, title and interest in and to the Mortgaged Properties subject thereto and the proceeds thereof, and when the Mortgages have been filed in the jurisdictions specified therein, the Mortgages will constitute a fully perfected security interest in all right, title and interest of the mortgagors in the Mortgaged Properties and the proceeds thereof, prior and superior in right to any other Person, but subject to Liens permitted by Section 6.02. (c) Upon the recordation of the IP Security Agreements with the United States Patent and Trademark Office or any Lender through the Administrative AgentUnited States Copyright Office, executeas applicable, acknowledge, deliver, record, re-record, file, re-file, register and re-register any and all such further acts, deeds, conveyances, pledge agreements, mortgages, landlord waivers, estoppel and consent agreements the filing of lessors, deeds of trust, trust deeds, assignments, the financing statements referred to in paragraph (a) of this Section, the security interest created under the Collateral Agreement will constitute a fully perfected security interest in all right, title and continuations thereof, termination statements, notices of assignment, transfers, certificates, assurances and other instruments and amendments, modifications or supplements to any interest of the foregoingLoan Parties in the Intellectual Property that is included in the Collateral and in which a security interest may be perfected by filing in the United States of America, in each casecase prior and superior in right to any other Person, as any Agent, but subject to Liens permitted by Section 6.02 (it being understood that subsequent recordings in the United States Patent and Trademark Office or any Lender through the Administrative Agent, United States Copyright Office may reasonably require from time be necessary to time perfect a security interest in order to (i) carry out more effectively the purposes of such Intellectual Property acquired by the Loan Documents, (ii) to Parties after the fullest extent permitted by applicable law, subject any Loan Party’s or any of its Subsidiaries’ properties, assets, rights or interests to the Liens now or hereafter intended to be covered by any of the Term Loan Collateral Documents and (iii) perfect and maintain the validity, effectiveness and priority of any of the Term Loan Collateral Documents and any of the Liens intended to be created thereunderRestatement Effective Date).

Collateral Matters. The Dart Security Agreement, (a) upon execution and delivery of (i) The Borrower, on behalf of each Loan Party, the Additional Secured Debt Designation (ias defined in the Intercreditor Agreement) acknowledges executed by the Borrower and agrees that all pledges, grants of security interests and Liens and other obligations under the Term Loan Security Agreement, the Mortgages, each Account Control Agreement, the other Term Loan Collateral Documents and the other Loan Documents to which such Loan Party is a party are reaffirmed and remain in full force and effect on a continuous basisAlter Domus, (ii) reaffirms each Lien granted by such Loan Party the Reaffirmation Agreement substantially in the form of Exhibit 1 to Exhibit A to the Intercreditor Agreement, executed by Dart and (iii) a counterpart of the Collateral Trust Joinder—Additional Debt, substantially in the form of Exhibit B to the Intercreditor Agreement, executed by the Administrative Agent and/or Term Loan Agent, will create in favor of the Collateral Agent Agent, for the benefit of the Secured Parties Parties, a valid and enforceable security interest in the Collateral (as defined therein) to the extent a security interest can be created therein under Article 9 of the New York UCC and (iiib) acknowledges upon the recordation of the IP Assignment Agreement with the United States Patent and agrees that Trademark Office, the grants filing of security interests and Liens by contained the Uniform Commercial Code financing statements (or equivalent) in appropriate form for filing in the Term Loan Security Agreementapplicable filing offices, and the taking of all actions required under the law of jurisdiction of location of Dart (as determined pursuant to Section 9-307 New York UCC) with respect to the perfection of a security interest in such intangible property, the Mortgagessecurity interest created under the Dart Security Agreement will constitute a fully perfected security interest in all right, each Account Control Agreement title and other Term Loan Collateral Documents are, and shall remain, in full force and effect on and after the date hereof. (ii) Until a Repayment Event has occurred, each Loan Party will promptly upon the written request by any Agent, or any Lender through the Administrative Agent, execute, acknowledge, deliver, record, re-record, file, re-file, register and re-register any and all such further acts, deeds, conveyances, pledge agreements, mortgages, landlord waivers, estoppel and consent agreements of lessors, deeds of trust, trust deeds, assignments, financing statements and continuations thereof, termination statements, notices of assignment, transfers, certificates, assurances and other instruments and amendments, modifications or supplements to any interest of the foregoingLoan Parties party thereto in the Collateral (other than any “intent to use” applications) in which a security interest may be perfected by filing in the United States, in each case, as any Agent, or any Lender through the Administrative Agent, may reasonably require from time to time in order to (i) carry out more effectively the purposes of the Loan Documents, (ii) case prior and superior to the fullest extent permitted by applicable law, subject any Loan Party’s or any of its Subsidiaries’ properties, assets, rights or interests to the Liens now or hereafter intended to be covered by any of the Term Loan Collateral Documents and (iii) perfect and maintain the validity, effectiveness and priority of any of the Term Loan Collateral Documents and any of the other Person, except for rights secured by Liens intended to be created thereunderpermitted under Section 6.01.

Collateral Matters. (i) The Borrower, on behalf of each Loan Party, (i) acknowledges and agrees that all pledges, grants of security interests and Liens and other obligations under After taking the Term Loan Security Agreement, the Mortgagesactions specified for perfection therein, each Account Control AgreementCollateral Document, when executed and delivered, will be effective under applicable law to create in favor of the other Term Loan Collateral Documents and the other Loan Documents to which such Loan Party is a party are reaffirmed and remain in full force and effect on a continuous basis, (ii) reaffirms each Lien granted by such Loan Party to the Administrative Agent and/or Term Loan Collateral Security Agent for the ratable benefit of the Secured Parties a valid and (iii) acknowledges and agrees that the grants of enforceable security interests and Liens by contained interest in the Term Loan Security AgreementCollateral subject thereto (the enforceability of the security interest in which is subject to applicable bankruptcy, the Mortgagesinsolvency, each Account Control Agreement reorganization, moratorium or other laws affecting creditors’ rights generally and other Term Loan Collateral Documents aresubject to general principles of equity, regardless of whether considered in a proceeding in equity or at law), and shall remainwill, in full force and effect constitute a fully perfected Lien on and after security interest in all right, title and interest of the date hereofLoan Parties in the Collateral subject thereto, prior and superior to the rights of any other Person, except for rights and obligations secured by Permitted Liens and subject to claims with a preference as a matter of law (it being understood that no representation is made under this clause as to the creation, perfection or priority of any Lien to the extent that such creation, perfection or priority is determined under the law of a jurisdiction outside of the jurisdiction governing the laws of the applicable Collateral Document purporting to create, perfect or establish the priority of any such Liens). (ii) Until Each Mortgage, upon execution and delivery by the parties thereto, will create in favor of the Security Agent (or such other trustee as may be required or desired under local law), for the ratable benefit of the Secured Parties, a Repayment Event has occurredlegal, each Loan Party will promptly upon valid and enforceable security interest in and mortgage lien on the written request by any Agentall the applicable mortgagor’s right, or any Lender through title and interest in and to the Administrative Agent, execute, acknowledge, deliver, record, re-record, file, re-file, register properties subject thereto and re-register any and all such further acts, deeds, conveyances, pledge agreements, mortgages, landlord waivers, estoppel and consent agreements of lessors, deeds of trust, trust deeds, assignments, financing statements and continuations the proceeds thereof, termination statementsand when the Mortgages have been filed or registered in the appropriate jurisdiction, notices the Mortgages will constitute a fully perfected security interest in and mortgage lien on all right, title and interest of assignmentthe mortgagors in the properties and the proceeds thereof, transfers, certificates, assurances prior and other instruments and amendments, modifications or supplements superior in right to any of the foregoing, in each case, as any Agent, or any Lender through the Administrative Agent, may reasonably require from time to time in order other Person (but subject to (i) carry out more effectively Liens or other encumbrances for which exceptions are taken in the purposes policies of title insurance delivered in respect of the Loan Documents, mortgaged properties and (ii) to the fullest extent permitted by applicable law, subject any Loan Party’s or any of its Subsidiaries’ properties, assets, rights or interests to the Liens now or hereafter intended to be covered by any of the Term Loan Collateral Documents and (iii) perfect and maintain the validity, effectiveness and priority of any of the Term Loan Collateral Documents and any of the Liens intended to be created thereunderPermitted Lien.

Collateral Matters. (ia) The Borrower, on behalf of each Loan Party, (i) acknowledges and agrees that all pledges, grants of security interests and Liens and other obligations under the Term Loan Security Collateral Agreement, upon execution and delivery thereof by the Mortgagesparties thereto, each Account Control Agreement, the other Term Loan Collateral Documents and the other Loan Documents to which such Loan Party is a party are reaffirmed and remain will create in full force and effect on a continuous basis, (ii) reaffirms each Lien granted by such Loan Party to favor of the Administrative Agent and/or Term Loan Collateral Agent Agent, for the benefit of the Secured Parties Parties, a valid and enforceable security interest in the Collateral (as defined therein) and (iiii) acknowledges and agrees that when the grants of security interests and Liens by contained Collateral (as defined therein) constituting certificated securities (as defined in the Term Loan Security AgreementUniform Commercial Code) is delivered to the [[6121596]] Administrative Agent, together with instruments of transfer duly endorsed in blank, the Mortgagessecurity interest created under the Collateral Agreement will constitute a fully perfected security interest in all right, each Account Control Agreement title and interest of the pledgors thereunder in such Collateral, prior and superior in right to any other Term Loan Collateral Documents arePerson, and shall remain(ii) when financing statements in appropriate form are filed in the applicable filing offices, the security interest created under the Collateral Agreement will constitute a fully perfected security interest in full force all right, title and effect on interest of the Loan Parties in the remaining Collateral (as defined therein) to the extent perfection can be obtained by filing Uniform Commercial Code financing statements, prior and after superior to the date hereofrights of any other Person, except for rights secured by Xxxxx permitted under Section 6.02. (iib) Until a Repayment Event has occurredEach Mortgage, each Loan Party upon execution and delivery thereof by the parties thereto, will promptly upon the written request by any Agent, or any Lender through create in favor of the Administrative Agent, executefor the benefit of the Secured Parties, acknowledgea legal, delivervalid and enforceable security interest in all the applicable mortgagor’s right, recordtitle and interest in and to the Mortgaged Properties subject thereto and the proceeds thereof, reand when the Mortgages have been filed in the jurisdictions specified therein, the Mortgages will constitute a fully perfected security interest in all right, title and interest of the mortgagors in the Mortgaged Properties and the proceeds thereof, prior and superior in right to any other Person, but subject to Liens permitted under Section 6.02. (c) Upon the recordation of the Collateral Agreement (or a short-recordform security agreement in form and substance reasonably satisfactory to the Borrower and the Administrative Agent) with the United States Patent and Trademark Office or the United States Copyright Office, fileas applicable, re-file, register and re-register any and all such further acts, deeds, conveyances, pledge agreements, mortgages, landlord waivers, estoppel and consent agreements the filing of lessors, deeds of trust, trust deeds, assignments, the financing statements referred to in paragraph (a) of this Section, the security interest created under the Collateral Agreement will constitute a fully perfected security interest in all right, title and continuations thereof, termination statements, notices of assignment, transfers, certificates, assurances and other instruments and amendments, modifications or supplements to any interest of the foregoingLoan Parties in the Intellectual Property (as defined in the Collateral Agreement) in which a security interest may be perfected by filing in the United States of America, in each casecase prior and superior in right to any other Person, as but subject to Liens permitted under Section 6.02 (it being understood and agreed that subsequent recordings in the United States Patent and Trademark Office or the United States Copyright Office may be necessary to perfect a security interest in such Intellectual Property acquired by the Loan Parties after the Effective Date). (d) Each Security Document, other than any AgentSecurity Document referred to in the preceding paragraphs of this Section, or any Lender through upon execution and delivery thereof by the parties thereto and the making of the filings and taking of the other actions provided for therein, will be effective under applicable law to create in favor of the Administrative Agent, may reasonably require from time to time for the benefit of the Secured Parties, a valid and enforceable security interest in order to (i) carry out more effectively the purposes Collateral subject thereto, and will constitute a fully perfected security interest in all right, title and interest of the Loan DocumentsParties in the Collateral subject thereto, (ii) prior and superior to the fullest extent rights of any other Person, except for rights secured by Liens permitted by applicable law, subject any Loan Party’s or any of its Subsidiaries’ properties, assets, rights or interests under Section 6.02; provided that notwithstanding anything to the Liens now contrary in any Security Document, no Loan Party shall be required to make any filings or hereafter intended take any other action to be covered by record or perfect the Administrative Agent’s Lien on any Intellectual Property (as defined in the Collateral Agreement) in any jurisdiction other than the United States, any State thereof or the District of the Term Loan Collateral Documents and (iii) perfect and maintain the validity, effectiveness and priority of any of the Term Loan Collateral Documents and any of the Liens intended to be created thereunderColumbia.

Collateral Matters. (ia) The Borrower, on behalf of each Loan Party, (i) acknowledges When executed and agrees that all pledges, grants of security interests and Liens and other obligations under the Term Loan Security Agreementdelivered, the Mortgages, each Account Control Agreement, the other Term Loan Collateral Documents and the other Loan Documents Guarantee Agreement will be effective to which such Loan Party is a party are reaffirmed and remain create in full force and effect on a continuous basis, (ii) reaffirms each Lien granted by such Loan Party to favor of the Administrative Agent and/or Term Loan Collateral Agent for the ratable benefit of the Secured Parties a valid and enforceable security interest in the Collateral (as defined therein) and (iiii) acknowledges and agrees that the grants of security interests and Liens by contained when Collateral (as defined therein) constituting certificated securities (as defined in the Term Loan Security AgreementUniform Commercial Code) is delivered to the Administrative Agent thereunder together with instruments of transfer duly endorsed in blank, the Mortgages, each Account Control Collateral Agreement and other Term Loan Collateral Documents arewill constitute a fully perfected Lien on, and shall remainsecurity interest in, all right, title and interest of the pledgors thereunder in full force such Collateral, prior and effect superior in right to any other Person, and (ii) when financing statements in appropriate form are filed in the offices specified in the Perfection Certificate, the Collateral Agreement will constitute a fully perfected Lien on and after security interest in all right, title and interest of the date hereofgrantors in the remaining Collateral (as defined therein), prior and superior to the rights of any other Person, except Liens expressly permitted by Section 6.06. (iib) Until a Repayment Event has occurredEach Mortgage, each Loan Party upon execution and delivery by the parties thereto, will promptly upon the written request by any Agent, or any Lender through create in favor of the Administrative Agent, executefor the ratable benefit of the Secured Parties, acknowledgea legal, delivervalid and enforceable Lien on all the applicable mortgagor’s right, record, re-record, file, re-file, register title and re-register any interest in and all such further acts, deeds, conveyances, pledge agreements, mortgages, landlord waivers, estoppel to the Mortgaged Properties subject thereto and consent agreements of lessors, deeds of trust, trust deeds, assignments, financing statements and continuations the proceeds thereof, termination statementsand when the Mortgages have been filed in the jurisdictions specified in the Perfection Certificate, notices the Mortgages will constitute a fully perfected Lien on all right, title and interest of assignmentthe mortgagors in the Mortgaged Properties and the proceeds thereof, transfers, certificates, assurances prior and other instruments and amendments, modifications or supplements superior in right to any other Person, except Liens expressly permitted by Section 6.06. (c) Upon the recordation of the foregoingCollateral and Guarantee Agreement or a memorandum of such Agreement with the United States Patent and Trademark Office and the United States Copyright Office, the Lien created under the Collateral and Guarantee Agreement will constitute a fully perfected Lien on all right, title and interest of the Loan Parties in the registered Intellectual Property (as defined in the Collateral and Guarantee Agreement) in which a security interest may be fully perfected by filing in the United States Patent and Trademark Office and the United States Copyright Office, in each casecase prior and superior in right to any other Person, as except Liens expressly permitted under Section 6.06 (it being understood that subsequent recordings in the United States Patent and Trademark Office or the United States Copyright Office may be necessary to perfect a Lien on registered trademarks and trademark applications or copyrights, respectively, acquired by the Loan Parties after the Original Effective Date). Notwithstanding any Agentother provision of this Agreement, no representation or warranty contained in Section 3.01, 3.02, 3.04, 3.09 or 3.23 shall be made or deemed to be made with respect to any Lender through the Administrative AgentImmaterial Subsidiary until September 30, may reasonably require from time to time in order to 2006; provided that (i) carry out more effectively the purposes of the Loan Documents, such representations and warranties shall be deemed to be made with respect to all Immaterial Subsidiaries on such date and (ii) to the fullest extent permitted by applicable lawafter such date, subject any Loan Party’s or any of its Subsidiaries’ propertiesrepresentations and warranties shall be made, assets, rights or interests to the Liens now or hereafter intended and shall be deemed to be covered by any made, with respect to Immaterial Subsidiaries in accordance with the terms of the Term Loan Collateral Documents and (iii) perfect and maintain the validity, effectiveness and priority of any of the Term Loan Collateral Documents and any of the Liens intended to be created thereunderthis Agreement.

Collateral Matters. (ia) The Borrower, on behalf Collateral Agreement creates in favor of each Loan Party, (i) acknowledges and agrees that all pledges, grants of security interests and Liens and other obligations under the Term Loan Security Agreement, the Mortgages, each Account Control Agreement, the other Term Loan Collateral Documents and the other Loan Documents to which such Loan Party is a party are reaffirmed and remain in full force and effect on a continuous basis, (ii) reaffirms each Lien granted by such Loan Party to the Administrative Agent and/or Term Loan Collateral Agent Agent, for the benefit of the Secured Parties, a valid and enforceable security interest in the Collateral (as defined therein) and (i) in the case of Collateral (as defined therein) constituting certificated securities (as defined in the Uniform Commercial Code) delivered to the Administrative Agent on or prior to the Restatement Effective Date, together with instruments of transfer duly endorsed in blank, the security interest created under the Collateral Agreement constitutes a fully perfected security interest in all right, title and interest of the pledgors thereunder in such Collateral, prior and superior in right to any other Person, (ii) in the case of financing statements filed prior to the Restatement Effective Date in connection with the Existing Credit Agreement, the security interest created under the Collateral Agreement constitutes a fully perfected security interest in all right, title and interest of the Loan Parties in the remaining Collateral (as defined therein) to the extent perfection can be obtained by filing Uniform Commercial Code financing statements, prior and superior to the rights of any other Person, except for rights secured by Liens permitted under Section 6.02, (iii) acknowledges and agrees that the grants of security interests and Liens by contained when any other Collateral (as defined therein) constituting certificated securities (as defined in the Term Loan Security AgreementUniform Commercial Code) is delivered to the Administrative Agent after the Restatement Effective Date, together with instruments of transfer duly endorsed in blank, the Mortgagessecurity interest created under the Collateral Agreement will constitute a fully perfected security interest in all right, each Account Control Agreement title and interest of the pledgors thereunder in such Collateral, prior and superior in right to any other Term Loan Collateral Documents arePerson, and shall remain(iv) when financing statements in appropriate form are filed in the applicable filing offices with respect to any Loan Party joined as a Loan Party after the Restatement Effective Date, the security interest created under the Collateral Agreement will constitute a fully perfected security interest in all right, title and interest of such Loan Parties in the Collateral (as defined therein) of such Loan Party to the extent perfection can be obtained by filing Uniform Commercial Code financing statements, in full force each case prior and effect superior to the rights of any other Person, except for rights secured by Liens permitted under Section 6.02. (b) [Intentionally Omitted]. (i) With respect to IP Security Agreements recorded with the United States Patent and Trademark Office or the United States Copyright Office, as applicable, prior to the Restatement Effective Date, the security interest created under the Collateral Agreement constitutes, effective upon the filing of (1) the IP Security Agreement recorded on March 2, 2012, with the United States Patent and Trademark Office at Reel 027794/Frame 0026, and (2) the IP Security Agreement recorded on March 2, 2012, with the United States Copyright Office in Volume 3613, Document 384, a fully perfected security interest in all right, title and interest of the Loan Parties in the Intellectual Property (as defined in the Collateral Agreement) covered by such IP Security Agreements in which a security interest may be perfected by filing in the United States of America, in each case prior and superior in right to any other Person, but subject to Liens permitted under Section 6.02 (it being understood that subsequent recordings in the United States Patent and Trademark Office or the United States Copyright Office may be necessary to perfect a security interest in such Intellectual Property acquired by a Loan Party after the date hereofof such prior recording). (ii) Until Upon the recordation of any IP Security Agreements executed on or after the Restatement Effective Date with the United States Patent and Trademark Office or the United States Copyright Office, as applicable, and the filing of the financing statements referred to in paragraph (a) of this Section, the security interest created under the Collateral Agreement will constitute a Repayment Event has occurredfully perfected security interest in all right, title and interest of the Loan Parties in the Intellectual Property (as defined in the Collateral Agreement) covered by such IP Security Agreements in which a security interest may be perfected by filing in the United States of America, in each case prior and superior in right to any other Person, but subject to Liens permitted under Section 6.02 (it being understood that subsequent recordings in the United States Patent and Trademark Office or the United States Copyright Office may be necessary to perfect a security interest in such Intellectual Property acquired by the Loan Party Parties after the Restatement Effective Date). (d) Each Security Document, other than any Security Document referred to in the preceding paragraphs of this Section, upon execution and delivery thereof by the parties thereto and the making of the filings and taking of the other actions provided for therein, will promptly upon the written request by any Agent, or any Lender through be effective under applicable Law to create in favor of the Administrative Agent, execute, acknowledge, deliver, record, re-record, file, re-file, register and re-register any and all such further acts, deeds, conveyances, pledge agreements, mortgages, landlord waivers, estoppel and consent agreements of lessors, deeds of trust, trust deeds, assignments, financing statements and continuations thereof, termination statements, notices of assignment, transfers, certificates, assurances and other instruments and amendments, modifications or supplements to any for the benefit of the foregoingSecured Parties, a valid and enforceable security interest in each casethe Collateral subject thereto, as any Agentand will constitute a fully perfected security interest in all right, or any Lender through the Administrative Agent, may reasonably require from time to time in order to (i) carry out more effectively the purposes title and interest of the Loan DocumentsParties in the Collateral subject thereto, (ii) prior and superior to the fullest extent permitted by applicable law, subject any Loan Party’s or any of its Subsidiaries’ properties, assets, rights or interests to the Liens now or hereafter intended to be covered by any of the Term Loan Collateral Documents and (iii) perfect and maintain the validity, effectiveness and priority of any of the Term Loan Collateral Documents and any of the other Person, except for rights secured by Liens intended to be created thereunderpermitted under Section 6.02.

Collateral Matters. (ia) The Borrower, on behalf of each Loan Party, (i) acknowledges U.S. Security Agreement and agrees that all pledges, grants of security interests and Liens and other obligations under the Term Loan Security U.S. Pledge Agreement, upon execution and delivery thereof by the Mortgagesparties thereto, each Account Control Agreement, the other Term Loan Collateral Documents and the other Loan Documents to which such Loan Party is a party are reaffirmed and remain will create in full force and effect on a continuous basis, (ii) reaffirms each Lien granted by such Loan Party to favor of the Administrative Agent and/or Term Loan Collateral Agent Agent, for the benefit of the Secured Parties Parties, a valid and enforceable security interest in the Collateral (as defined therein) and (iiii) acknowledges and agrees that when the grants of security interests and Liens by contained Collateral (as defined in the Term Loan Security U.S. Pledge Agreement, ) constituting certificated securities (as defined in the Mortgages, each Account Control Agreement and other Term Loan Collateral Documents are, and shall remain, in full force and effect on and after the date hereof. (iiUniform Commercial Code) Until a Repayment Event has occurred, each Loan Party will promptly upon the written request by any Agent, or any Lender through is delivered to the Administrative Agent, executetogether with instruments of transfer duly endorsed in blank, acknowledgethe security interest created under the U.S. Pledge Agreement will constitute a fully perfected security interest in all right, delivertitle and interest of the pledgors thereunder in such Collateral, recordprior and superior in right to any other Person, re-record, file, re-file, register and re-register any and all such further acts, deeds, conveyances, pledge agreements, mortgages, landlord waivers, estoppel and consent agreements of lessors, deeds of trust, trust deeds, assignments, (ii) when financing statements in appropriate form are filed in the applicable filing offices, the security interest created under the U.S. Security Agreement will constitute a fully perfected security interest in all right, title and continuations thereof, termination interest of the Loan Parties in the Collateral (as defined in the U.S. Security Agreement) to the extent perfection can be obtained by filing Uniform Commercial Code financing statements, notices prior and superior to the rights of assignmentany other Person, transfersexcept for rights secured by Liens permitted by Section 6.02. (b) Each Mortgage, certificatesupon execution and delivery thereof by the parties thereto, assurances and other instruments and amendments, modifications or supplements to any will create in favor of the foregoing, in each case, as any Agent, or any Lender through the Administrative Agent, may reasonably require from time for the benefit of the Secured Parties, a legal, valid and enforceable security interest in all the applicable mortgagor’s right, title and interest in and to time the Mortgaged Properties subject thereto and the proceeds thereof, and when the Mortgages have been filed in order the jurisdictions specified therein (and, in the case of Mortgages of real property located outside the United States of America, when any other actions required to perfect a mortgage under the laws of the jurisdiction where such real property is located have been taken), the Mortgages will constitute a fully perfected security interest in all right, title and interest of the mortgagors in the Mortgaged Properties and the proceeds thereof, prior and superior to the rights of any other Person, but subject to Liens permitted by Section 6.02. (ic) carry out more effectively Upon the purposes recordation of the U.S. Security Agreement (or any short-form version thereof) with the United States Patent and Trademark Office or the United States Copyright Office, as applicable, and the filing of the financing statements referred to in paragraph (a) of this Section, the security interest created under the U.S. Security Agreement will constitute a fully perfected security interest in all right, title and interest of the Loan DocumentsParties in the Intellectual Property (as defined in the U.S. Security Agreement) in which a security interest may be perfected by filing in the United States of America, in each case prior and superior in right to any other Person, but subject to Liens permitted by Section 6.02 (iiit being understood that subsequent recordings in the United States Patent and Trademark Office or the United States Copyright Office may be necessary to perfect a security interest in such Intellectual Property acquired by the Loan Parties after the Second Restatement Effective Date). (d) Each Security Document, other than any Security Document referred to in the preceding paragraphs of this Section, upon execution and delivery thereof by the parties thereto, and the making of the filings and taking of the other actions provided for therein, will be effective under applicable law to create in favor of the Administrative Agent, for the benefit of the Secured Parties, a valid and enforceable security interest in the Collateral subject thereto, and will constitute a fully perfected security interest in all right, title and interest of the Loan Parties in the Collateral subject thereto, prior and superior to the fullest extent rights of any other Person, except for rights secured by Liens permitted by applicable law, subject any Loan Party’s or any of its Subsidiaries’ properties, assets, rights or interests to the Liens now or hereafter intended to be covered by any of the Term Loan Collateral Documents and (iii) perfect and maintain the validity, effectiveness and priority of any of the Term Loan Collateral Documents and any of the Liens intended to be created thereunderSection 6.02.

Collateral Matters. (ia) The BorrowerUpon entry of the Interim DIP Order (and, if entered, the Final DIP Order), the Liens granted thereunder by the Debtors to the Collateral Agent on behalf of each Loan Partyany Collateral shall be valid and automatically perfected with the priority set forth herein and in the DIP Orders, (i) acknowledges and agrees that all pledges, grants of no filing or other action will be necessary to perfect or protect such Liens and security interests and Liens and other obligations with respect to the Debtors’ Obligations under the Term Loan Security Agreement, the Mortgages, each Account Control Agreement, the other Term Loan Collateral Credit Documents and such DIP Order. (b) Upon execution and delivery thereof by the other Loan Documents to which such Loan Party is a party are reaffirmed and remain parties thereto, will create in full force and effect on a continuous basisfavor of the Collateral Agent, (ii) reaffirms each Lien granted by such Loan Party to the Administrative Agent and/or Term Loan Collateral Agent for the benefit of the Secured Parties Parties, a valid and enforceable security interest in the Collateral (as defined therein) and (iiii) acknowledges and agrees that when the grants of security interests and Liens by contained Collateral (as defined therein) constituting certificated securities (as defined in the Term Loan Security AgreementUCC) is delivered to the Collateral Agent, together with instruments of transfer duly endorsed in blank, the Mortgagessecurity interest created under the Pledge and Security Agreement will constitute a fully perfected security interest in all right, each Account Control Agreement title and interest of the pledgors thereunder in such Collateral, prior and superior in right to any other Term Loan Collateral Documents arePerson, but subject to Permitted Liens, and shall remain(ii) when financing statements in appropriate form are filed in the applicable filing offices, the security interest created under the Pledge and Security Agreement will constitute a fully perfected security interest in full force all right, title and effect on interest of the Credit Parties in the remaining Collateral (as defined therein) to the extent perfection can be obtained by filing UCC or PPSA financing statements, prior and after the date hereofsuperior in right to any other Person, but subject to Permitted Liens. (c) [Reserved]. (d) Upon the recordation of the Intellectual Property Grants of Security Interest with the United States Patent and Trademark Office or the United States Copyright Office or the Canadian Intellectual Property Office, as applicable, and the filing of the financing statements referred to in Section 4.21(a), the security interest created under the Pledge and Security Agreement will constitute a fully perfected security interest in all right, title and interest of the Credit Parties in the Intellectual Property in which a security interest may be perfected by filing in the United States Patent and Trademark Office or United States Copyright Office or the Canadian Intellectual Property Office, in each case prior and superior in right to any other Person, but subject to Permitted Liens (it being understood that subsequent recordings in the United States Patent and Trademark Office, the United States Copyright Office or the Canadian Intellectual Property Office may be necessary to perfect a security interest in such Intellectual Property acquired by the Credit Parties after the Closing Date). (e) Each Collateral Document, other than any Collateral Document referred to in the preceding paragraphs of this Section 4.21, 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, 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 rights of any other Person, but subject to Permitted Liens. (f) Notwithstanding anything in this Agreement (including this Section 4.21) or in any other Credit Document to the contrary, none of Holdings, the Borrower or any Subsidiary makes, or shall be deemed to have made, any representation or warranty as to (i) the perfection or non-perfection, the priority or the enforceability of any security interest in any Collateral consisting of Equity Interests in any Foreign Subsidiary (except with respect to NX Utilities ULC), or as to the rights and remedies of the Collateral Agent or any Secured Party with respect thereto under any foreign law (except, solely with respect to the assets of, or Equity Interests in, NX Utilities ULC, the federal laws of Canada or any province or territory of Canada), (ii) Until a Repayment Event has occurred, each Loan Party will promptly upon the written request by creation of any Agentsecurity interest, or the perfection or non-perfection, the priority or the enforceability of any Lender through the Administrative Agent, execute, acknowledge, deliver, record, re-record, file, re-file, register and re-register any and all such further acts, deeds, conveyances, pledge agreements, mortgages, landlord waivers, estoppel and consent agreements of lessors, deeds of trust, trust deeds, assignments, financing statements and continuations thereof, termination statements, notices of assignment, transfers, certificates, assurances and other instruments and amendments, modifications or supplements to any of the foregoingsecurity interest, in each case, as any Agent, or any Lender through the Administrative Agent, may reasonably require from time to time in order to (i) carry out more effectively the purposes of the Loan Documents, (ii) to the fullest extent permitted by applicable law, subject any Loan Party’s such security interest or any of its Subsidiaries’ properties, assets, rights or interests perfection is expressly not required pursuant to the Liens now Collateral and Guarantee Requirement or hereafter intended to be covered by any of the Term Loan Collateral Documents and (iii) perfect on the Closing Date and maintain until required pursuant to the validityfinal paragraph of Section 3.1, effectiveness and priority the creation of any security interest, or the perfection or non-perfection, the priority or enforceability of the Term Loan Collateral Documents and any of the Liens intended security interest that is expressly not required to be created thereunderor in effect on the Closing Date pursuant to such paragraph.

Collateral Matters. (ia) The Borrower, on behalf of each Loan Party, (i) acknowledges and agrees that all pledges, grants of security interests and Liens and other obligations under the Term Loan Security Agreement, upon execution and delivery thereof by the Mortgagesparties thereto, each Account Control Agreementwill create in favor of the Collateral Trustee, the other Term Loan Collateral Documents and the other Loan Documents to which such Loan Party is a party are reaffirmed and remain in full force and effect on a continuous basis, (ii) reaffirms each Lien granted by such Loan Party to the Administrative Agent and/or Term Loan Collateral Agent for the benefit of the Secured Parties Parties, a valid and enforceable security interest in the Collateral (as defined therein) and (iiii) acknowledges and agrees that when the grants of security interests and Liens by contained Collateral (as defined therein) constituting certificated securities (as defined in the Term Loan Security Agreement, the Mortgages, each Account Control Agreement and other Term Loan Collateral Documents are, and shall remain, in full force and effect on and after the date hereof. (iiUniform Commercial Code) Until a Repayment Event has occurred, each Loan Party will promptly upon the written request by any Agent, or any Lender through is delivered to the Administrative Agent, executetogether with instruments of transfer duly endorsed in blank, acknowledgethe security interest created under the Security Agreement will constitute a fully perfected security interest in all right, delivertitle and interest of the pledgors thereunder in such Collateral (as defined therein), recordprior and superior in right to any other Person (other than Permitted Encumbrances that by operation of law or contract would have priority over the Obligations), re-record, file, re-file, register and re-register any and all such further acts, deeds, conveyances, pledge agreements, mortgages, landlord waivers, estoppel and consent agreements of lessors, deeds of trust, trust deeds, assignments, (ii) when financing statements in appropriate form are filed in the applicable filing offices, the security interest created under the Security Agreement will constitute a fully perfected security interest in all right, title and continuations interest of the Loan Parties in the remaining Collateral (as defined therein) to the extent perfection can be obtained by filing Uniform Commercial Code financing statements, prior and superior to the rights of any other Person (other than Liens permitted under Section 6.02). (b) Each Mortgage, upon execution and delivery thereof by the parties thereto, will create in favor of the Collateral Trustee, for the benefit of the Secured Parties, a legal, valid and enforceable security interest in all the applicable mortgagor’s right, title and interest in and to the Mortgaged Properties subject thereto and the proceeds thereof, termination statementsand when the Mortgages have been filed in the jurisdictions specified therein, notices the Mortgages will constitute a fully perfected security interest in all right, title and interest of assignmentthe mortgagors in the Mortgaged Properties and the proceeds thereof, transfers, certificates, assurances prior and other instruments and amendments, modifications or supplements superior in right to any other Person, other than Liens permitted under Section 6.02. (c) Upon the recordation of the foregoingSecurity Agreement (or a short-form security agreement in form and substance reasonably satisfactory to the Borrower and the Administrative Agent) with the United States Patent and Trademark Office or the United States Copyright Office, as applicable, and the filing of the financing statements referred to in paragraph (a) of this Section 3.14, the security interest created under the Security Agreement will constitute a fully perfected security interest in all right, title and interest of the Loan Parties in the Intellectual Property (as defined in the Security Agreement) in which a security interest may be perfected by filing or recording in the United States of America, in each casecase prior and superior in right to any other Person, as any Agent, or any Lender through the Administrative Agent, may reasonably require from time to time in order to (i) carry out more effectively the purposes of the Loan Documents, (ii) to the fullest extent other than Liens permitted by applicable law, subject any Loan Party’s or any of its Subsidiaries’ properties, assets, rights or interests to the Liens now or hereafter intended to be covered by any of the Term Loan Collateral Documents and (iii) perfect and maintain the validity, effectiveness and priority of any of the Term Loan Collateral Documents and any of the Liens intended to be created thereunder.under

Collateral Matters. (ia) The Borrower, on behalf of each Loan Party, (i) acknowledges and agrees that all pledges, grants of security interests and Liens and other obligations under the Term Loan Security Collateral Agreement, upon execution and delivery thereof by the Mortgagesparties thereto, each Account Control Agreement, the other Term Loan Collateral Documents and the other Loan Documents to which such Loan Party is a party are reaffirmed and remain will create in full force and effect on a continuous basis, (ii) reaffirms each Lien granted by such Loan Party to favor of the Administrative Agent and/or Term Loan Collateral Agent Agent, for the benefit of the Secured Parties Credit Parties, a valid and enforceable security interest in the Collateral (as defined therein) and (iiii) acknowledges and agrees that when the grants of security interests and Liens by contained Collateral (as defined therein) constituting certificated securities (as defined in the Term Loan Security Agreement, the Mortgages, each Account Control Agreement and other Term Loan Collateral Documents are, and shall remain, in full force and effect on and after the date hereof. (iiUCC) Until a Repayment Event has occurred, each Loan Party will promptly upon the written request by any Agent, or any Lender through is delivered to the Administrative Agent, executetogether with instruments of transfer duly endorsed in blank, acknowledgethe security interest created under the Collateral Agreement will constitute a fully perfected security interest in all right, delivertitle and interest of the pledgors thereunder in such Collateral, record, re-record, file, re-file, register prior and re-register superior in right to any other Person and all such further acts, deeds, conveyances, pledge agreements, mortgages, landlord waivers, estoppel and consent agreements of lessors, deeds of trust, trust deeds, assignments, (ii) when UCC financing statements in appropriate form are filed in the applicable filing offices, the security interest created under the Collateral Agreement will constitute a fully perfected security interest in all right, title and continuations thereof, termination interest of the Loan Parties in the remaining Collateral (as defined therein) to the extent perfection can be obtained by filing UCC financing statements, notices prior and superior to the rights of assignmentany other Person, transfers, certificates, assurances and other instruments and amendments, modifications or supplements to any of the foregoingexcept for rights secured by Xxxxx permitted under Section 7.03(b), in the case of each caseof clauses (i) and (ii). (b) Each Mortgage, as any Agentupon execution and delivery thereof by the parties thereto, or any Lender through will create in favor of the Administrative Agent, for the benefit of the Credit Parties, a legal, valid and enforceable security interest in all the applicable mortgagor’s right, title and interest in and to the Mortgaged Properties subject thereto and the proceeds thereof except as enforceability may reasonably require from time be limited by (a) bankruptcy, insolvency or other similar laws affecting creditors’ rights and (b) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or law), and when the Mortgages have been filed in the jurisdictions specified therein, the Mortgages will constitute a fully perfected security interest in all right, title and interest of the mortgagors in the Mortgaged Properties and the proceeds thereof, prior and superior in right to time any other Person, but subject to Liens permitted under Section 7.03(b). (c) Upon the recordation of the IP Security Agreements with the United States Patent and Trademark Office or the United States Copyright Office, as applicable, against the registrations and applications for Intellectual Property listed or required to be listed in order the schedules to the IP Security Agreements, and the filing of the UCC financing statements referred to in paragraph (ia) carry out more effectively of this Section 6.21, the purposes security interest created under the Collateral Agreement will constitute a fully perfected security interest in all right, title and interest of the Loan Documents, (ii) to Parties in the fullest extent permitted Intellectual Property owned or controlled by applicable law, subject any Loan Party’s or any the Borrower and each of its Subsidiaries’ propertiesRestricted Subsidiaries in which a security interest may be perfected by filing with the United States Patent and Trademark Office or the United States Copyright Office, assetsin each case prior and superior in right to any other Person, rights but subject to Liens permitted under Section 7.03(b) (it being understood that subsequent recordings in the United States Patent and Trademark Office or interests the United States Copyright Office may be necessary to perfect a security interest in such Intellectual Property acquired by the Liens now or hereafter intended to be covered by any of Loan Parties after the Term Loan Collateral Documents and Closing Date). (iiid) perfect and maintain the validity, effectiveness and priority of any of the Term Loan Collateral Documents and any of the Liens intended to be created thereunder[Reserved].

Collateral Matters. (ia) The Borrower, on behalf of each Loan Party, (i) acknowledges and agrees that all pledges, grants of security interests and Liens and other obligations under the Term Loan Security Collateral Agreement, upon execution and delivery thereof by the Mortgagesparties thereto and effectiveness thereof, each Account Control Agreement, the other Term Loan Collateral Documents and the other Loan Documents to which such Loan Party is a party are reaffirmed and remain will create in full force and effect on a continuous basis, (ii) reaffirms each Lien granted by such Loan Party to favor of the Administrative Agent and/or Term Loan Collateral Agent Agent, for the benefit of the Secured Parties Parties, a valid and enforceable security interest in the Collateral (as defined therein) and (iiii) acknowledges and agrees that when the grants of security interests and Liens by contained Collateral (as defined therein) constituting certificated securities (as defined in the Term Loan Security Agreement, the Mortgages, each Account Control Agreement and other Term Loan Collateral Documents are, and shall remain, in full force and effect on and after the date hereof. (iiUniform Commercial Code) Until a Repayment Event has occurred, each Loan Party will promptly upon the written request by any Agent, or any Lender through is delivered to the Administrative Agent, executetogether with instruments of transfer duly endorsed in blank, acknowledgethe security interest created under the Collateral Agreement will constitute a fully perfected security interest in all right, delivertitle and interest of the pledgors thereunder in such Collateral, recordprior and superior in right to any other Person, re-recordbut subject to Liens permitted by Section 6.02, file, re-file, register and re-register any and all such further acts, deeds, conveyances, pledge agreements, mortgages, landlord waivers, estoppel and consent agreements of lessors, deeds of trust, trust deeds, assignments, (ii) when financing statements in appropriate form are filed in the applicable filing offices, the security interest created under the Collateral Agreement will constitute a fully perfected security interest in all right, title and continuations thereof, termination statements, notices of assignment, transfers, certificates, assurances and other instruments and amendments, modifications or supplements to any interest of the foregoingLoan Parties in the remaining Collateral (as defined therein) to the extent perfection can be obtained by filing Uniform Commercial Code financing statements in such filing offices, prior and superior to the rights of any other Person, but subject to Liens permitted under Section 6.02. (b) Each Mortgage, upon execution and delivery thereof by the parties thereto, will create in each case, as any Agent, or any Lender through favor of the Administrative Agent, may reasonably require from time for the benefit of the Secured Parties, a legal, valid and enforceable security interest in all the applicable mortgagor’s right, title and interest in and to time the Mortgaged Properties subject thereto and the proceeds thereof, and when the Mortgages have been filed in order the jurisdictions specified therein, the Mortgages will constitute a fully perfected security interest in all right, title and interest of the mortgagors in the Mortgaged Properties and the proceeds thereof, prior and superior in right to any other Person, but subject to Liens permitted under Section 6.02. (ic) carry out more effectively Upon the purposes recordation of the IP Security Agreements with the United States Patent and Trademark Office or the United States Copyright Office, as applicable, and the filing of the financing statements referred to in paragraph (a) of this Section, the security interest created under the Collateral Agreement will constitute a fully perfected security interest in all right, title and interest of the Loan DocumentsParties in the Intellectual Property (as defined in the Collateral Agreement) in which a security interest may be perfected by filing or recording in the United States of America, in each case prior and superior in right to any other Person, but subject to Liens permitted under Section 6.02 (ii) it being understood that subsequent recordings in the United States Patent and Trademark Office or the United States Copyright Office may be necessary to perfect a security interest in such Intellectual Property acquired or developed by the fullest extent permitted by applicable law, subject any Loan Party’s or any of its Subsidiaries’ properties, assets, rights or interests to Parties after the Liens now or hereafter intended to be covered by any of the Term Loan Collateral Documents and (iii) perfect and maintain the validity, effectiveness and priority of any of the Term Loan Collateral Documents and any of the Liens intended to be created thereunderRestatement Effective Date).

Collateral Matters. (ia) The Borrower, on behalf of each Loan Party, (i) acknowledges When executed and agrees that all pledges, grants of security interests and Liens and other obligations under the Term Loan Security Agreementdelivered, the Mortgages, each Account Control Agreement, the other Term Loan Collateral Documents and the other Loan Documents Agreement will be effective to which such Loan Party is a party are reaffirmed and remain create in full force and effect on a continuous basis, (ii) reaffirms each Lien granted by such Loan Party to favor of the Administrative Agent and/or Term Loan Collateral Agent for the ratable benefit of the Secured Parties a valid and enforceable security interest in the Collateral (as defined therein) and (iiii) acknowledges and agrees that when the grants of security interests and Liens by contained Collateral (as defined therein) constituting certificated securities (as defined in the Term Loan Security AgreementUniform Commercial Code) is delivered to the Administrative Agent thereunder together with instruments of transfer duly endorsed in blank, the Mortgages, each Account Control Collateral Agreement and other Term Loan Collateral Documents arewill constitute a fully perfected Lien on, and shall remainsecurity interest in, all right, title and interest of the pledgors thereunder in full force such Collateral, prior and effect superior in right to any other Person, and (ii) when financing statements in appropriate form are filed in the offices specified in the Perfection Certificate, the Collateral Agreement will constitute a fully perfected Lien on and after security interest in all right, title and interest of the date hereofgrantors in the remaining Collateral (as defined therein) to the extent perfection can be obtained by filing Uniform Commercial Code financing statements, prior and superior to the rights of any other Person, except Liens expressly permitted by Section 6.02. (iib) Until a Repayment Event has occurredEach Mortgage, each Loan Party upon execution and delivery by the parties thereto, will promptly upon the written request by any Agent, or any Lender through create in favor of the Administrative Agent, executefor the ratable benefit of the Secured Parties, acknowledgea legal, delivervalid and enforceable Lien on all the applicable mortgagor's right, record, re-record, file, re-file, register title and re-register any interest in and all such further acts, deeds, conveyances, pledge agreements, mortgages, landlord waivers, estoppel to the Mortgaged Properties subject thereto and consent agreements of lessors, deeds of trust, trust deeds, assignments, financing statements and continuations the proceeds thereof, termination statementsand when the Mortgages have been filed in the jurisdictions specified in Schedule 3.16, notices the Mortgages will constitute a fully perfected Lien on all right, title and interest of assignmentthe mortgagors in the Mortgaged Properties and the proceeds thereof, transfers, certificates, assurances prior and other instruments and amendments, modifications or supplements superior in right to any other Person (but subject to Liens or other encumbrances for which exceptions are taken in the policies of title insurance delivered in respect of the foregoingMortgaged Properties). (c) Upon the recordation of the Collateral Agreement or a memorandum of such Agreement with the United States Patent and Trademark Office and the United States Copyright Office, the Lien created under the Collateral Agreement will constitute a fully perfected Lien on all right, title and interest of the Loan Parties in the registered Intellectual Property (as defined in the Collateral Agreement) in which a security interest may be fully perfected by filing in the United States Patent and Trademark Office and the United States Copyright Office, in each casecase prior and superior in right to any other Person, as any Agentexcept Liens expressly permitted under Section 6.02 (it being understood that subsequent recordings in the United States Patent and Trademark Office or the United States Copyright Office may be necessary to perfect a Lien on registered trademarks and trademark applications or copyrights, or any Lender through the Administrative Agentrespectively, may reasonably require from time to time in order to (i) carry out more effectively the purposes of acquired by the Loan Documents, (ii) to Parties after the fullest extent permitted by applicable law, subject any Loan Party’s or any of its Subsidiaries’ properties, assets, rights or interests to the Liens now or hereafter intended to be covered by any of the Term Loan Collateral Documents and (iii) perfect and maintain the validity, effectiveness and priority of any of the Term Loan Collateral Documents and any of the Liens intended to be created thereunderEffective Date).

Collateral Matters. (ia) The BorrowerEach Security Document, on behalf of each Loan Party, is effective to create (i) acknowledges and agrees that all pledges, grants of security interests and Liens and other obligations under the Term Loan Security Agreement, the Mortgages, each Account Control Agreement, the other Term Loan Collateral Documents and the other Loan Documents to which such Loan Party is a party are reaffirmed and remain in full force and effect on a continuous basis, (ii) reaffirms each Lien granted by such Loan Party to the extent described therein) in favor of the Administrative Agent and/or Term Loan Collateral Agent for the benefit of the Secured Parties a legal, valid, enforceable security interest in the Collateral to the extent intended to be created thereby and (iiix) acknowledges when all financing statements and agrees that other appropriate filings or recordings are made in the grants appropriate offices as may be required under applicable law and filings and recordation with the United States Patent and Trademark Office and the United States Copyright Office (which filings or recordings shall be made to the extent required by the applicable Security Document) and (y) when the taking of possession by the Administrative Agent of such Collateral with respect to which a security interest may be perfected by possession (which possession shall be given to the Administrative Agent to the extent possession by the Administrative Agent is required by the applicable Security Document) occurs, then the security interests and created by the Security Documents shall constitute so far as possible under relevant law fully perfected (or equivalently under applicable foreign law) first priority Liens by contained in the Term Loan Security Agreement, the Mortgages, each Account Control Agreement and other Term Loan Collateral Documents areon, and shall remainsecurity interests in (in each case with respect to such Liens and security interests, to the extent intended to be created thereby and required to be perfected under the Loan Documents) all right, title and interest of the Loan Parties in full force such Collateral in each case free and clear of any Liens other than Liens permitted under Section 6.02; provided that no representation is made that a charge that is expressed to be a fixed charge will actually take effect on as a fixed charge and after the date hereofnot a floating charge. (iib) Until a Repayment Event has occurredEach Mortgage, each Loan Party upon execution and delivery thereof by the parties thereto, will promptly upon the written request by any Agent, or any Lender through create in favor of the Administrative Agent, executefor the benefit of the Secured Parties, acknowledgea legal, delivervalid and enforceable security interest in all the applicable mortgagor’s right, recordtitle and interest in and to the Mortgaged Properties subject thereto and the proceeds thereof under the laws of the relevant jurisdiction as indicated in the Mortgage, reand when the Mortgages have been filed in the jurisdictions specified therein, the Mortgages will constitute a fully perfected security interest in all right, title and interest of the mortgagors in the Mortgaged Properties and the proceeds thereof under the laws of the relevant jurisdiction as indicated in the Mortgage, prior and superior in right to any other Person, but subject to Liens permitted under Section 6.02. (c) Upon the recordation of the Collateral Agreement (or short-recordform intellectual property security agreements in form and substance substantially similar to the Patent Security Agreement, fileTrademark Security Agreement and/or Copyright Security Agreement (each as defined in the Collateral Agreement)) with the United States Patent and Trademark Office or the United States Copyright Office, re-fileas applicable, register and re-register any and all such further acts, deeds, conveyances, pledge agreements, mortgages, landlord waivers, estoppel and consent agreements the filing of lessors, deeds of trust, trust deeds, assignments, the financing statements referred to in paragraph (a) of this Section, the security interest created under the Collateral Agreement will constitute a fully perfected security interest in all right, title and continuations thereof, termination statements, notices of assignment, transfers, certificates, assurances and other instruments and amendments, modifications or supplements to any interest of the foregoingLoan Parties in the Intellectual Property (as defined in the Collateral Agreement) described therein in which a security interest may be perfected by such filing of such documents in the United States of America, in each casecase prior and superior in right to any other Person, as any Agent, but subject to Liens permitted under Section 6.02 (it being understood and agreed that subsequent recordings in the United States Patent and Trademark Office or any Lender through the Administrative Agent, United States Copyright Office may reasonably require from time be necessary pursuant to time in order to (iSection 4.05(e) carry out more effectively the purposes of the Collateral Agreement or to perfect a security interest in such Intellectual Property acquired by the Loan Documents, (ii) to Parties after the fullest extent permitted by applicable law, subject any Loan Party’s or any of its Subsidiaries’ properties, assets, rights or interests to the Liens now or hereafter intended to be covered by any of the Term Loan Collateral Documents and (iii) perfect and maintain the validity, effectiveness and priority of any of the Term Loan Collateral Documents and any of the Liens intended to be created thereunderEffective Date).

Collateral Matters. (iA) The Borrower, on behalf of each Loan Party, (i) acknowledges and agrees that all pledges, grants of security interests and Liens and other obligations under the Term Loan Security Collateral Agreement, upon execution and delivery thereof by the Mortgagesparties thereto, each Account Control Agreementwill create in favor of the Collateral Agent, the other Term Loan Collateral Documents and the other Loan Documents to which such Loan Party is a party are reaffirmed and remain in full force and effect on a continuous basis, (ii) reaffirms each Lien granted by such Loan Party to the Administrative Agent and/or Term Loan Collateral Agent for the benefit of the Secured Parties Parties, a valid and enforceable security interest in the Collateral (as defined therein) and (iiii) acknowledges and agrees that when the grants of security interests and Liens by contained Collateral (as defined therein) constituting certificated securities (as defined in the Term Loan Security AgreementUniform Commercial Code) is delivered to the Collateral Agent, together with instruments of transfer duly endorsed in blank, the Mortgagessecurity interest created under the Collateral Agreement will constitute a fully perfected security interest in all right, each Account Control Agreement title and interest of the pledgors thereunder in such Collateral, prior and superior in right to any other Term Loan Collateral Documents arePerson, and shall remain(ii) when financing statements in appropriate form are filed in the applicable filing offices, the security interest created under the Collateral Agreement will constitute a fully perfected security interest in full force all right, title and effect on interest of the Loan Parties in the remaining Collateral (as defined therein) to the extent perfection can be obtained by filing Uniform Commercial Code financing statements, prior and after superior to the date hereofrights of any other Person, except for rights secured by Liens permitted by Section 6.02. (iiB) Until a Repayment Event has occurredEach Mortgage, each Loan Party upon execution and delivery thereof by the parties thereto, will promptly upon create in favor of the written request by any Collateral Agent, for the benefit of the Secured Parties, a legal, valid and enforceable security interest in all the applicable mortgagor’s right, title and interest in and to the Mortgaged Properties subject thereto and the proceeds thereof, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law, and when the Mortgages have been filed in the jurisdictions specified therein, the Mortgages will constitute a fully perfected security interest in all right, title and interest of the mortgagors in the Mortgaged Properties and the proceeds thereof, prior and superior in right to any Lender through other Person, but subject to Liens permitted by Section 6.02. (C) Upon the Administrative Agent, execute, acknowledge, deliver, record, re-record, file, re-file, register recordation of the Copyright Security Agreement with the United States Copyright Office pursuant to 17 U.S.C. § 205 and re-register any the regulations thereunder and all such further acts, deeds, conveyances, pledge agreements, mortgages, landlord waivers, estoppel and consent agreements the filing of lessors, deeds of trust, trust deeds, assignments, the financing statements referred to in paragraph (a) of this Section, the security interest created under the Collateral Agreement will constitute a fully perfected security interest in all right, title and continuations thereof, termination statements, notices of assignment, transfers, certificates, assurances and other instruments and amendments, modifications or supplements to any interest of the foregoingLoan Parties in the material Copyrights in which a security interest may be perfected by filing in the United States of America, in each casecase prior and superior in right to any other Person, as but subject to Liens permitted by Section 6.02 (it being understood that subsequent recordings in the United States Copyright Office may be necessary to perfect a security interest in such Copyrights acquired by the Loan Parties after the Restatement Effective Date). (D) Each Security Document, other than any Security Document referred to in the preceding paragraphs of this Section, upon execution and delivery thereof by the parties thereto and the making of the filings and taking of the other actions provided for therein, will be effective under applicable law to create in favor of the Collateral Agent, or any Lender through for the Administrative Agentbenefit of the Secured Parties, may reasonably require from time to time a valid and enforceable security interest in order to (i) carry out more effectively the purposes Collateral subject thereto, and will constitute a fully perfected security interest in all right, title and interest of the Loan DocumentsParties in the Collateral subject thereto, (ii) prior and superior to the fullest extent rights of any other Person, except for rights secured by Liens permitted by applicable law, subject Section 6.02. (E) This Section 3.13 shall not apply during any Loan Party’s or any of its Subsidiaries’ properties, assets, rights or interests to the Liens now or hereafter intended to be covered by any of the Term Loan Collateral Documents and (iii) perfect and maintain the validity, effectiveness and priority of any of the Term Loan Collateral Documents and any of the Liens intended to be created thereunderRelease Period.

Collateral Matters. (ia) The Borrower, on behalf Restated Security Agreement creates in favor of each Loan Party, (i) acknowledges and agrees that all pledges, grants of security interests and Liens and other obligations under the Term Loan Security Agreement, the Mortgages, each Account Control Agreement, the other Term Loan Collateral Documents and the other Loan Documents to which such Loan Party is a party are reaffirmed and remain in full force and effect on a continuous basis, (ii) reaffirms each Lien granted by such Loan Party to the Administrative Agent and/or Term Loan Collateral Agent Agent, for the benefit of the Secured Parties Lender Parties, a valid and enforceable security interest in the Collateral (as defined therein) and (iiii) acknowledges and agrees that when the grants of security interests and Liens by contained Collateral constituting certificated securities (as defined in the Term Loan Security Agreement, the Mortgages, each Account Control Agreement and other Term Loan Collateral Documents are, and shall remain, in full force and effect on and after the date hereof. (iiUCC) Until a Repayment Event has occurred, each Loan Party will promptly upon the written request by any Agent, or any Lender through is delivered to the Administrative Agent, executetogether with instruments of transfer duly endorsed in blank, acknowledgethe security interest created under the Restated Security Agreement will constitute a fully perfected security interest in all right, delivertitle and interest of the pledgors thereunder in such Collateral, recordprior and superior in right to any other Person, re-record, file, re-file, register and re-register any and all such further acts, deeds, conveyances, pledge agreements, mortgages, landlord waivers, estoppel and consent agreements of lessors, deeds of trust, trust deeds, assignments, (ii) when financing statements in appropriate form are filed in the applicable filing offices, the security interest created under the Restated Security Agreement will constitute a fully perfected security interest in all right, title and continuations thereof, termination interest of the Loan Parties in the remaining Collateral (as defined therein) to the extent perfection can be obtained by filing UCC financing statements, notices prior and superior to the rights of assignmentany other Person, transfersexcept for rights secured by Liens permitted under Section 6.02. (b) Each Mortgage has created or, certificatesupon execution and delivery thereof by the parties thereto, assurances and other instruments and amendments, modifications or supplements to any will create in favor of the foregoing, in each case, as any Agent, or any Lender through the Administrative Agent, may reasonably require from time for the benefit of the Lender Parties, a legal and valid security interest in all the applicable mortgagor’s right, title and interest in and to time the Mortgaged Properties subject thereto and the proceeds thereof, and when the Mortgages have been filed in order the jurisdictions specified therein, the Mortgages will constitute a fully perfected and enforceable security interest in all right, title and interest of the mortgagors in the Mortgaged Properties and the proceeds thereof, prior and superior in right to any other Person, but subject to Liens permitted under Section 6.02. (ic) carry out more effectively Upon the purposes recordation of the IP Security Agreements with the United States Patent and Trademark Office or the United States Copyright Office, as applicable, and the filing of the financing statements referred to in paragraph (a) of this Section, the security interest created under the Restated Security Agreement will constitute a fully perfected security interest in all right, title and interest of the Loan DocumentsParties in the Intellectual Property (as defined in the Restated Security Agreement) in which a security interest may be perfected by filing in the United States of America, in each case prior and superior in right to any other Person, but subject to Liens permitted under Section 6.02 (iiit being understood that subsequent recordings in the United States Patent and Trademark Office or the United States Copyright Office may be necessary to perfect a security interest in such Intellectual Property acquired by the Loan Parties after the Fourth Restatement Effective Date). (d) It is understood that, to the fullest extent permitted the actions referred to in the foregoing paragraphs of this Section have already been taken with the results envisioned by applicable lawsuch paragraphs, subject any Loan Party’s or any of its Subsidiaries’ properties, assets, rights or interests to no further action shall be required in connection with the Liens now or hereafter intended to be covered by any effectiveness of the Term Loan Collateral Documents and (iii) perfect and maintain the validity, effectiveness and priority of any of the Term Loan Collateral Documents and any of the Liens intended to be created thereunderFifth Restatement Agreement.

Collateral Matters. (ia) Each of the Security Documents creates (or will create, as the case may be), as security for the obligations purported to be secured thereby, subject to the provisions hereof and thereof, a legal, valid and enforceable security interest in all the Collateral subject to such Security Document (or comparable interest under foreign law in the case of foreign Collateral) and each such Security Document shall constitute either (a) a fully perfected Lien on, and security interest in, all of the Collateral subject to such Security Document or (b) a floating charge, fixed charge or security interest, as specified in the applicable Security Document, with respect to all of the Collateral subject to such Security Document, in each case in favor of the relevant Collateral Agent and subject to no other Liens except as may be expressly permitted under Section 6.02. The Borrowerpledgor or assignor, on behalf as the case may be, under each Security Document has good title to all Collateral subject thereto free and clear of each Loan Party, (i) acknowledges all Liens other than Permitted Encumbrances and agrees that all pledges, grants of such additional Liens as may be expressly permitted under Section 6.02. No filings or recordings are required in order to perfect the security interests and Liens and other obligations created under the Term Security Documents except for filings or recordings listed on Schedule 3.17, all of which shall have been made on or prior to the Effective Date except as otherwise expressly provided in Schedule 3.17. There are no agreements or understandings between or among stockholders or equity holders of any of the Loan Parties that might adversely affect the benefits intended to be conferred on the relevant Collateral Agent by the Security Documents or the prompt realization of such benefits. (b) When the Domestic Security Agreement is filed in the United States Patent and Trademark Office and the United States Copyright Office, the security interest created thereunder shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Domestic Loan Parties in the Intellectual Property (as defined in such 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 MortgagesUnited States Patent and Trademark Office or the United States Copyright Office, as applicable, in each Account Control Agreementcase prior and superior in right to any other Person, other than with respect to the other Term Loan Collateral Documents rights of Persons pursuant to Liens expressly permitted by Section 6.02 (it being understood that subsequent recordings in the United States Patent and Trademark Office and the other Loan Documents United States Copyright Office may be necessary to which such Loan Party is perfect a party are reaffirmed lien on registered trademarks, trademark applications and remain in full force and effect on a continuous basis, (ii) reaffirms each Lien granted copyrights acquired by such Loan Party to the Administrative Agent and/or Term Loan Collateral Agent for the benefit of the Secured Domestic Credit Parties and (iii) acknowledges and agrees that the grants of security interests and Liens by contained in the Term Loan Security Agreement, the Mortgages, each Account Control Agreement and other Term Loan Collateral Documents are, and shall remain, in full force and effect on and after the date hereof). (iic) Until a Repayment Event has occurred, each Loan Party will promptly upon the written request by any Agent, or any Lender through the Administrative Agent, execute, acknowledge, deliver, record, re-record, file, re-file, register The Collateral and re-register any and all such further acts, deeds, conveyances, pledge agreements, mortgages, landlord waivers, estoppel and consent agreements of lessors, deeds of trust, trust deeds, assignments, financing statements and continuations thereof, termination statements, notices of assignment, transfers, certificates, assurances and other instruments and amendments, modifications or supplements to any of the foregoing, in each case, as any Agent, or any Lender through the Administrative Agent, may reasonably require from time to time in order to (i) carry out more effectively the purposes of the Loan Documents, (ii) to the fullest extent permitted by applicable law, subject any Loan Party’s or any of its Subsidiaries’ properties, assets, rights or interests to the Liens now or hereafter intended to be covered by any of the Term Loan Collateral Documents and (iii) perfect and maintain the validity, effectiveness and priority of any of the Term Loan Collateral Documents and any of the Liens intended to be created thereunderGuarantee Requirement is satisfied.

Collateral Matters. (ia) The Borrower, on behalf of each Loan Party, (i) acknowledges and agrees that all pledges, grants of security interests and Liens and other obligations under the Term Loan Security Collateral Agreement, upon execution and delivery thereof by the Mortgagesparties thereto, each Account Control Agreement, the other Term Loan Collateral Documents and the other Loan Documents to which such Loan Party is a party are reaffirmed and remain will create in full force and effect on a continuous basis, (ii) reaffirms each Lien granted by such Loan Party to favor of the Administrative Agent and/or Term Loan Collateral Agent Agent, for the benefit of the Secured Parties Credit Parties, a valid and enforceable security interest in the Collateral (as defined therein) and (iiii) acknowledges and agrees that when the grants of security interests and Liens by contained Collateral (as defined therein) constituting certificated securities (as defined in the Term Loan Security Agreement, the Mortgages, each Account Control Agreement and other Term Loan Collateral Documents are, and shall remain, in full force and effect on and after the date hereof. (iiUCC) Until a Repayment Event has occurred, each Loan Party will promptly upon the written request by any Agent, or any Lender through is delivered to the Administrative Agent, executetogether with instruments of transfer duly endorsed in blank, acknowledgethe security interest created under the Collateral Agreement will constitute a fully perfected security interest in all right, delivertitle and interest of the pledgors thereunder in such Collateral, record, re-record, file, re-file, register prior and re-register superior in right to any other Person and all such further acts, deeds, conveyances, pledge agreements, mortgages, landlord waivers, estoppel and consent agreements of lessors, deeds of trust, trust deeds, assignments, (ii) when financing statements in appropriate form are filed in the applicable filing offices, the security interest created under the Collateral Agreement will constitute a fully perfected security interest in all right, title and continuations thereof, termination interest of the Loan Parties in the remaining Collateral (as defined therein) to the extent perfection can be obtained by filing UCC financing statements, notices prior and superior to the rights of assignmentany other Person, transfers, certificates, assurances and other instruments and amendments, modifications or supplements to any of the foregoingexcept for rights secured by Liens permitted under Section 7.03(b), in the case of each caseof clauses (i) and (ii). (a) Each Mortgage, as any Agentupon execution and delivery thereof by the parties thereto, or any Lender through will create in favor of the Administrative Agent, for the benefit of the Credit Parties, a legal, valid and enforceable security interest in all the applicable mortgagor’s right, title and interest in and to the Mortgaged Properties subject thereto and the proceeds thereof except as enforceability may reasonably require from time be limited by (a) bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors’ rights and (b) general principles of equity (regarding whether such enforceability is considered in a proceeding in equity or law), and when the Mortgages have been filed in the jurisdictions specified therein, the Mortgages will constitute a fully perfected security interest in all right, title and interest of the mortgagors in the Mortgaged Properties and the proceeds thereof, prior and superior in right to time any other Person, but subject to Liens permitted under Section 7.03(b). (b) Upon the recordation of the IP Security Agreements with the United States Patent and Trademark Office or the United States Copyright Office, as applicable, and the filing of the financing statements referred to in order to paragraph (ia) carry out more effectively of this Section 6.21, the purposes security interest created under the Collateral Agreement will constitute a fully perfected security interest in all right, title and interest of the Loan Documents, Parties in the Intellectual Property in which a security interest may be perfected by filing with the United States Patent and Trademark Office or the United States Copyright Office or by the filing of the financing statements referred to in paragraph (iia) of this Section 6.21 (except for any “intent-to-use” trademark application prior to the fullest extent permitted by filing of a “Statement of Use”, “Declaration of Use”, “Amendment to Allege Use” or similar notice with respect thereto, to the extent, if any, that, and solely during the period, if any, in which, the grant of a security interest therein would impair the validity or enforceability of such intent-to-use trademark application under applicable law), in each case prior and superior in right to any other Person, but subject any to Liens permitted under Section 7.03(b) (it being understood that subsequent recordings in the United States Patent and Trademark Office or the United States Copyright Office may be necessary to perfect a security interest in such Intellectual Property acquired by the Loan Party’s or any of its Subsidiaries’ properties, assets, rights or interests to Parties after the Liens now or hereafter intended to be covered by any of the Term Loan Collateral Documents and (iii) perfect and maintain the validity, effectiveness and priority of any of the Term Loan Collateral Documents and any of the Liens intended to be created thereunderClosing Date).

Collateral Matters. (ia) The Borrower, on behalf of each Loan Party, (i) acknowledges and agrees that all pledges, grants of security interests and Liens and other obligations under the Term Loan Security Collateral Agreement, upon execution and delivery thereof by the Mortgagesparties thereto, each Account Control Agreement, the other Term Loan Collateral Documents and the other Loan Documents to which such Loan Party is a party are reaffirmed and remain will create in full force and effect on a continuous basis, (ii) reaffirms each Lien granted by such Loan Party to favor of the Administrative Agent and/or Term Loan Collateral Agent Agent, for the benefit of the Secured Parties Credit Parties, a valid and enforceable security interest in the Collateral (as defined therein) and (iiii) acknowledges and agrees that when the grants of security interests and Liens by contained Collateral (as defined therein) constituting certificated securities (as defined in the Term Loan Security Agreement, the Mortgages, each Account Control Agreement and other Term Loan Collateral Documents are, and shall remain, in full force and effect on and after the date hereof. (iiUCC) Until a Repayment Event has occurred, each Loan Party will promptly upon the written request by any Agent, or any Lender through is delivered to the Administrative Agent, executetogether with instruments of transfer duly endorsed in blank, acknowledgethe security interest created under the Collateral Agreement will constitute a fully perfected security interest in all right, delivertitle and interest of the pledgors thereunder in such Collateral, record, re-record, file, re-file, register prior and re-register superior in right to any other Person and all such further acts, deeds, conveyances, pledge agreements, mortgages, landlord waivers, estoppel and consent agreements of lessors, deeds of trust, trust deeds, assignments, (ii) when UCC financing statements in appropriate form are filed in the applicable filing offices, the security interest created under the Collateral Agreement will constitute a fully perfected security interest in all right, title and continuations thereof, termination interest of the Loan Parties in the remaining Collateral (as defined therein) to the extent perfection can be obtained by filing UCC financing statements, notices prior and superior to the rights of assignmentany other Person, transfers, certificates, assurances and other instruments and amendments, modifications or supplements to any of the foregoingexcept for rights secured by Liens permitted under Section 7.03(b), in the case of each caseof clauses (i) and (ii). (b) Each Mortgage, as any Agentupon execution and delivery thereof by the parties thereto, or any Lender through will create in favor of the Administrative Agent, for the benefit of the Credit Parties, a legal, valid and enforceable security interest in all the applicable mortgagor’s right, title and interest in and to the Mortgaged Properties subject thereto and the proceeds thereof except as enforceability may reasonably require from time be limited by (a) bankruptcy, insolvency or other similar laws affecting creditors’ rights and (b) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or law), and when the Mortgages have been filed in the jurisdictions specified therein, the Mortgages will constitute a fully perfected security interest in all right, title and interest of the mortgagors in the Mortgaged Properties and the proceeds thereof, prior and superior in right to time any other Person, but subject to Liens permitted under Section 7.03(b). (c) Upon the recordation of the IP Security Agreements with the United States Patent and Trademark Office or the United States Copyright Office, as applicable, against the registrations and applications for Intellectual Property listed or required to be listed in order the schedules to the IP Security Agreements, and the filing of the UCC financing statements referred to in paragraph (ia) carry out more effectively of this Section 6.21, the purposes security interest created under the Collateral Agreement will constitute a fully perfected security interest in all right, title and interest of the Loan Documents, (ii) to Parties in the fullest extent permitted Intellectual Property owned or controlled by applicable law, subject any Loan Party’s or any the Borrower and each of its Subsidiaries’ propertiesRestricted Subsidiaries in which a security interest may be perfected by filing with the United States Patent and Trademark Office or the United States Copyright Office, assetsin each case prior and superior in right to any other Person, rights but subject to Liens permitted under Section 7.03(b) (it being understood that subsequent recordings in the United States Patent and Trademark Office or interests the United States Copyright Office may be necessary to perfect a security interest in such Intellectual Property acquired by the Liens now or hereafter intended to be covered by any of Loan Parties after the Term Loan Collateral Documents and Closing Date). (iiid) perfect and maintain the validity, effectiveness and priority of any of the Term Loan Collateral Documents and any of the Liens intended to be created thereunder[Reserved].