Common use of Perfected Liens Clause in Contracts

Perfected Liens. The Collateral Agent shall have obtained a valid security interest in the Collateral covered by the Guarantee and Collateral Agreement (to the extent and with the priority contemplated therein and in the ABL/Term Loan Intercreditor Agreement); and all documents, instruments, filings and recordations reasonably necessary in connection with the perfection and, in the case of the filings with the United States Patent and Trademark Office and the United States Copyright Office, protection of such security interests shall have been executed and delivered or made, or shall be delivered or made substantially concurrently with the initial funding pursuant to the Debt Financing under the Loan Documents pursuant to arrangements reasonably satisfactory to the Administrative Agent or, in the case of filings under the Uniform Commercial Code of each applicable jurisdiction, written authorization to make such filings shall have been delivered to the Collateral Agent, and none of such Collateral shall be subject to any other pledges or security interests except for Permitted Liens or pledges or security interests to be released on the Closing Date; provided that with respect to any such Collateral the security interest in which may not be perfected by filing of a UCC financing statement or by possession of certificated Capital Stock of the Parent Borrower or its Domestic Subsidiaries (to the extent constituting Collateral) (provided that certificated Capital Stock of the Waterworks Business and its Subsidiaries will only be required to be delivered on the Closing Date to the extent received from the Sellers, so long as the Borrower Representative has used commercially reasonable efforts to obtain them on the Closing Date), if perfection of the Collateral Agent’s security interest in such Collateral may not be accomplished on or before the Closing Date after the applicable Loan Party’s commercially reasonable efforts to do so, then delivery of documents and instruments for perfection of such security interest shall not constitute a condition precedent to the initial borrowings hereunder if the applicable Loan Party agrees to deliver or cause to be delivered such documents and instruments, and take or cause to be taken such other actions as may be reasonably necessary to perfect such security interests in accordance with Subsection 7.12 and otherwise pursuant to arrangements to be mutually agreed by the applicable Loan Party and the Administrative Agent acting reasonably, but in no event later than the 91st day after the Closing Date (unless otherwise agreed by the Administrative Agent in its sole discretion).

Perfected Liens. The (a) This Security Agreement is effective to create in favor of the Collateral Agent shall have obtained a Agent, for its benefit and for the benefit of the Secured Parties, legal, valid security interest and enforceable Security Interests in the Collateral covered (with respect to Collateral consisting of Capital Stock of Foreign Subsidiaries, Stock Equivalents issued by Foreign Subsidiaries and Indebtedness of Foreign Subsidiaries, to the extent the enforceability of such Security Interest is governed by the Guarantee UCC), subject to the effects of bankruptcy, insolvency or similar laws affecting creditors’ rights generally, general equitable principles, and principles of good faith and fair dealing. (b) Subject to the limitations set forth in clause (c) of this Section 3.2, the Security Interests granted pursuant to this Security Agreement (i) will constitute valid and perfected Security Interests in the Collateral Agreement (to the extent and perfection may be obtained by the filings or other actions described in clause (A), (B) or (C) of this paragraph) in favor of the Collateral Agent, for the benefit of the Secured Parties, as collateral security for the Obligations, upon (A) with respect to Collateral in which perfection can be obtained by filing a financing statement, the priority contemplated therein and filing in the ABL/Term Loan Intercreditor Agreement); and applicable filing offices of all documents, instruments, filings and recordations reasonably necessary in connection with the perfection andfinancing statements, in each case, naming each Grantor as “debtor” and the case Collateral Agent as “secured party” and describing the Collateral, (B) with respect to Instruments, Chattel Paper, Certificated Securities and negotiable Documents, delivery to the Collateral Agent (or its bailee) of all Instruments, Chattel Paper, Certificated Securities and negotiable Documents in each case, properly endorsed for transfer in blank and (C) with respect to Intellectual Property that is not Excluded Property, completion or recordation of the filings with filing of a fully executed agreement substantially in the form of Annex B hereof (the “Short-form Intellectual Property Security Agreement”) and containing a description of all Collateral constituting Registered Intellectual Property in the United States Patent and Trademark Office Office, with respect to U.S. registered and applied for Patents and Trademarks, within 90 days from the execution date of such Short-form Intellectual Property Security Agreement, or in the United States Copyright Office, protection with respect to U.S. registered Copyrights, within thirty (30) days from the execution date of such security interests shall have been executed Short-form Intellectual Property Security Agreement, as applicable and delivered or made(ii) are prior to all other Liens on the Collateral other than Liens permitted pursuant to Section 10.2 of the Credit Agreement. (c) Notwithstanding anything to the contrary herein, or no Grantor shall be delivered or made substantially concurrently with required to perfect the initial funding Security Interests granted by this Security Agreement by any means other than by (i) filings pursuant to the Debt Financing under the Loan Documents pursuant to arrangements reasonably satisfactory to the Administrative Agent or, in the case of filings under the Uniform Commercial Code of each the relevant State(s), (ii) filings approved or required by United States federal government offices with respect to Registered Intellectual Property under applicable jurisdiction, written authorization to make such filings shall have been delivered United States law; (iii) delivery to the Collateral AgentAgent (or its bailee) to be held in its possession of all Collateral consisting of Tangible Chattel Paper, Instruments or Certificated Securities with a fair market value in excess of $10,000,000 individually; and none of such Collateral (iv) actions to perfect a security interest in Commercial Tort Claims to the extent set forth in Section 4.1(f). No additional actions shall be subject to any other pledges or security interests except for Permitted Liens or pledges or security interests to be released on the Closing Date; provided that required hereunder with respect to any such Collateral the security interest in which may not be perfected by filing of a UCC financing statement or by possession of certificated Capital Stock assets that are located outside of the Parent Borrower United States or its Domestic Subsidiaries (assets that require action under the law of any non-U.S. jurisdiction to the extent constituting Collateral) (provided that certificated Capital Stock of the Waterworks Business and its Subsidiaries will only be required to be delivered on the Closing Date to the extent received from the Sellers, so long as the Borrower Representative has used commercially reasonable efforts to obtain them on the Closing Date), if perfection of the Collateral Agent’s create or perfect a security interest in such Collateral may assets; it being understood, for the avoidance of doubt, that this should not be accomplished on or before affect any requirement of the Closing Date after Credit Agreement to execute any Non-U.S. Security Documents. (d) It is understood and agreed that the applicable Loan Party’s commercially reasonable efforts to do so, then delivery of documents Security Interests in cash and instruments for perfection of such security interest Investment Property created hereunder shall not constitute a condition precedent to prevent the initial borrowings hereunder if Grantors from using such assets in the applicable Loan Party agrees to deliver or cause to be delivered such documents and instruments, and take or cause to be taken such other actions as may be reasonably necessary to perfect such security interests in accordance with Subsection 7.12 and otherwise pursuant to arrangements to be mutually agreed by the applicable Loan Party and the Administrative Agent acting reasonably, but in no event later than the 91st day after the Closing Date (unless otherwise agreed by the Administrative Agent in its sole discretion)ordinary course of their respective businesses.

Perfected Liens. The Collateral Agent shall have obtained a valid security interest in the Collateral covered by the Guarantee and Collateral Agreement (to the extent and with the priority contemplated therein and in the ABL/Term Loan Intercreditor Agreement); and all documents, instruments, filings and recordations reasonably necessary in connection with the perfection and, in the case of the filings with the United States Patent and Trademark Office and the United States Copyright Office, protection of such security interests shall have been executed and delivered or made, or shall be delivered or made substantially concurrently with the initial funding pursuant to the Debt Financing under the Loan Documents pursuant to arrangements reasonably satisfactory to the Administrative Agent or, in the case of filings under the Uniform Commercial Code of each applicable jurisdictionUCC filings, written authorization to make such UCC filings shall have been delivered to the Collateral Agent, and none of such Collateral shall be subject to any other pledges or security interests except for Permitted Liens or pledges or security interests to be released on the Closing Date; provided that with respect to any such Collateral the security interest in which may not be perfected by filing of a UCC financing statement or by possession of certificated Capital Stock of the Parent Borrower or its Domestic Subsidiaries (to the extent constituting Collateral) (provided that certificated Capital Stock of the Waterworks Business and its Subsidiaries will only be required to be delivered on the Closing Date to the extent received from the Sellers, so long as the Borrower Representative has used commercially reasonable efforts to obtain them on the Closing Date), if perfection of the Collateral Agent’s security interest in such Collateral may not be accomplished on or before the Closing Date after the applicable Loan Party’s commercially reasonable efforts to do so, then delivery of documents and instruments for perfection of such security interest shall not constitute a condition precedent to the initial borrowings hereunder if the applicable Loan Party agrees to deliver or cause to be delivered such documents and instruments, and take or cause to be taken such other actions as may be reasonably necessary to perfect such security interests in accordance with Subsection 7.12 7.13 and otherwise pursuant to arrangements to be mutually agreed by the applicable Loan Party and the Administrative Agent acting reasonably, but in no event later than the 91st day after the Closing Date (unless otherwise agreed by the Administrative Agent in its sole discretion).

Perfected Liens. The Collateral Agent shall have obtained a valid security interest in the Collateral covered by the Guarantee and Collateral Agreement and the Mortgages (to the extent and with the priority contemplated therein and in the ABL/Term Loan Intercreditor Agreementtherein); and all documents, instruments, filings filings, recordations and recordations searches reasonably necessary in connection with the perfection and, in the case of the filings with the United States Patent and Trademark Office and the United States Copyright Office, protection of such security interests shall have been executed and delivered or made, or shall be delivered or made substantially concurrently with the initial funding pursuant to the Debt Financing under the Loan Documents pursuant to arrangements reasonably satisfactory to the Administrative Agent or, in the case of filings under the Uniform Commercial Code of each applicable jurisdictionUCC filings, written authorization to make such UCC filings shall have been delivered to the Collateral Agent, and none of such Collateral shall be subject to any other pledges or pledges, security interests or mortgages except for Permitted Liens or pledges or security interests to be released on the Closing DateLiens; provided that with respect to any such Collateral collateral the security interest in which may not be perfected by filing of a UCC financing statement or by possession of certificated Capital Stock of the Parent Borrower or its Domestic Subsidiaries (to the extent constituting Collateral) (provided that certificated Capital Stock of the Waterworks Business and its Subsidiaries will only be required to be delivered on the Closing Date to the extent received from the Sellers, so long as the Borrower Representative has used commercially reasonable efforts to obtain them on the Closing Date)Stock, if perfection of the Collateral Agent’s security interest in such Collateral collateral may not be accomplished on or before the Closing Date after the applicable Loan Party’s commercially reasonable efforts to do sowithout undue burden or expense, then delivery of documents and instruments for perfection of such security interest shall not constitute a condition precedent to the initial borrowings hereunder if the applicable Loan Party agrees to deliver or cause to be delivered such documents and instruments, and take or cause to be taken such other actions as may be reasonably necessary to perfect such security interests in accordance with Subsection 7.12 and otherwise interests, pursuant to arrangements to be mutually agreed by the applicable Loan Party and the Administrative Agent acting reasonably, but in no event later than the 91st day after the Closing Date (unless and, in the case of Mortgages and related documentation, no later than the 181st day after the Closing Date) (unless, in either case, otherwise agreed by the Administrative Agent in its sole discretion).

Perfected Liens. The Subject, in each case, to the proviso in clause (a) of this subsection 6.1, (i) the ABL Collateral Agent shall have obtained a valid security interest in the Collateral covered by the Guarantee and Collateral Agreement (to the extent and with the priority contemplated therein and in the ABL/Term Loan Intercreditor Agreement)applicable Security Documents) other than with respect to Mortgaged Properties; and all documents, instruments, filings and recordations reasonably necessary in connection with the perfection and, in the case of the filings with the United States U.S. Patent and Trademark Office and the United States U.S. Copyright Office, protection of such security interests shall have been executed and delivered or made, or shall be delivered or made substantially concurrently with the initial funding pursuant to the Debt Financing under the Loan Documents pursuant to arrangements reasonably satisfactory to the Administrative Agent or, in the case of filings under the Uniform Commercial Code of each applicable jurisdictionUCC filings, written authorization to make such UCC filings shall have been delivered to the ABL Collateral Agent, and none of such Collateral shall be subject to any other pledges or pledges, security interests or mortgages except for Permitted Liens or pledges or pledges, security interests or mortgages to be released on the Closing Date; provided that that, with respect to any such Collateral Collateral, the security interest in which may not be perfected by filing of a UCC financing statement or by possession of certificated Capital Stock of making a filing with the Parent Borrower U.S. Patent and Trademark Office or its Domestic Subsidiaries (to the extent constituting Collateral) (provided that certificated Capital Stock of the Waterworks Business and its Subsidiaries will only be required to be delivered on the Closing Date to the extent received from the Sellers, so long as the Borrower Representative has used commercially reasonable efforts to obtain them on the Closing Date)U.S. Copyright Office, if perfection of the ABL Collateral Agent’s security interest in such Collateral may not be accomplished on or before the Closing Date after the applicable Loan Party’s commercially reasonable efforts to do sowithout undue burden or expense, then delivery of documents and instruments for perfection of such security interest shall not constitute a condition precedent to the initial borrowings hereunder if hereunder; and (ii) the applicable Loan Party agrees to deliver or cause to be delivered such documents ABL Collateral Agent shall have obtained a valid security interest in the Collateral covered by the Canadian Security Documents (with the priority contemplated therein); and all documents, instruments, filings, registrations and take or cause to be taken such other actions as may be recordations reasonably necessary to perfect in connection with the perfection and, in the case of the filings with the Canadian Intellectual Property Office, protection of such security interests shall have been executed and delivered or made, and none of such collateral shall be subject to any other pledges, security interests or mortgages except for Permitted Liens, provided that with respect to any such Collateral the security interest in accordance with Subsection 7.12 and otherwise pursuant to arrangements to which may not be mutually agreed perfected by such filing, if perfection of the applicable Loan Party and the Administrative Agent acting reasonably, but ABL Collateral Agent’s security interest in no event later than the 91st day after such collateral may not be accomplished on or before the Closing Date (unless otherwise agreed by without undue burden or expense, then delivery of documents and instruments for perfection of such security interest shall not constitute a condition precedent to the Administrative Agent in its sole discretion)initial borrowings hereunder.

Perfected Liens. The Collateral Agent shall have obtained a valid security interest interests granted in the Collateral covered by the Guarantee and Collateral pursuant to this Agreement (to a) will constitute valid and continuing perfected security interests in all of the extent and Grantors’ rights in the Collateral in favor of Agent (for the benefit of the Secured Parties) as collateral security for the Secured Obligations, enforceable in accordance with the priority contemplated therein terms hereof and in the ABL/Term Loan Intercreditor Agreement); and all documents, instruments, filings and recordations reasonably necessary in connection accordance with the perfection andterms of the Credit Agreement, upon (i) in the case of all Collateral in which a security interest may be perfected by filing a financing statement under the UCC, completion of the filings and other actions specified on Schedule 2 (which filings and other documents referred to on Schedule 2 have been delivered to Agent in completed form), (ii) with respect to any Deposit Account, Securities Account or commodity accounts (other than any Excluded Accounts), the execution of Control Agreements, (iii) in the case of all copyrights, trademarks and patents for which UCC filings are insufficient, all appropriate filings having been made with the applicable Intellectual Property registries, including but not limited to the United States Copyright Office or the United States Patent and Trademark Office and the United States Copyright Office, protection of such security interests shall have been executed and delivered or madeas applicable, or shall be delivered or made substantially concurrently with the initial funding pursuant to the Debt Financing under the Loan Documents pursuant to arrangements reasonably satisfactory to the Administrative Agent or, (iv) in the case of filings under letter-of-credit rights that are not supporting obligations of Collateral, the Uniform Commercial Code execution of each applicable jurisdictiona contractual obligation granting control to Agent over such letter-of-credit rights, written authorization and (v) in the case of electronic chattel paper, the completion of all steps necessary to make grant control to Agent over such filings electronic chattel paper; and (b) shall have been delivered be prior to all other Liens on the Collateral Agent, and none of such Collateral shall be subject to any other pledges or security interests except for Permitted Liens having priority over Agent’s Lien by operation of law upon (i) in the case of all Pledged Collateral and Pledged Investment Property, the delivery thereof to Agent (for the benefit of the Secured Parties) of such Pledged Collateral and Pledged Investment Property consisting of instruments and certificates, in each case properly endorsed for transfer to Agent (for the benefit of the Secured Parties) or pledges or security interests to be released on in blank, (ii) in the Closing Date; provided that case of all Pledged Investment Property not in certificated form and deposit accounts, the execution of Control Agreements with respect to any such Pledged Investment Property and deposit accounts, and (iii) in the case of all other instruments and tangible chattel paper that are not Pledged Collateral or Pledged Investment Property, the security interest in which may not be perfected by filing of a UCC financing statement or by possession of certificated Capital Stock delivery thereof to Agent (for the benefit of the Parent Borrower Secured Parties) of such instruments and tangible chattel paper. Except as set forth in this Section 4.2 or its Domestic Subsidiaries (as otherwise provided in the Credit Agreement, all actions by each Grantor necessary or otherwise requested by Agent to perfect the extent constituting Collateral) (provided that certificated Capital Stock of the Waterworks Business and its Subsidiaries will only be required to be delivered Liens granted hereunder on the Closing Date to the extent received from the Sellers, so long as the Borrower Representative has used commercially reasonable efforts to obtain them on the Closing Date), if perfection of the Collateral Agent’s security interest in such Collateral may not be accomplished on or before the Closing Date after the applicable Loan Party’s commercially reasonable efforts to do so, then delivery of documents and instruments for perfection of such security interest shall not constitute a condition precedent to the initial borrowings hereunder if the applicable Loan Party agrees to deliver or cause to be delivered such documents and instruments, and take or cause to be taken such other actions as may be reasonably necessary to perfect such security interests in accordance with Subsection 7.12 and otherwise pursuant to arrangements to be mutually agreed by the applicable Loan Party and the Administrative Agent acting reasonably, but in no event later than the 91st day after the Closing Date (unless otherwise agreed by the Administrative Agent in its sole discretion)have been duly taken.

Perfected Liens. The (i) Except as set forth on Schedule 7.14, the Collateral Agent shall have obtained a valid security interest in the Collateral covered by the Guarantee and Collateral Agreement (to the extent and with the priority contemplated therein and in the ABL/Term Loan Intercreditor Security Agreement); and all documents, instruments, filings filings, recordations and recordations searches reasonably necessary in connection with the perfection (to the extent required by the terms of any Loan Document) and, in the case of the filings with the United States Patent and Trademark Office and the United States Copyright Office, protection of such security interests shall have been executed and delivered or made, or shall be delivered or made substantially concurrently with the initial funding pursuant to the Debt Financing under the Loan Documents pursuant to arrangements reasonably satisfactory to the Administrative Agent or, in the case of filings under the Uniform Commercial Code of each applicable jurisdictionUCC filings, written authorization to make such UCC filings shall have been delivered to the Collateral Agent. Notwithstanding anything in the Security Agreement, the Borrower and Holdings shall not be any under obligation to perfect foreign Intellectual Property or to perfect any intellectual Property outside of the United States. (ii) The First Lien Term Agent shall have received (A) the Certificated Securities pledged pursuant to the Security Agreement, together with an undated stock power for each such Certificated Security executed in blank by a duly Authorized Officer of the pledgor thereof, and none of such Collateral shall be subject to any other pledges or security interests except for Permitted Liens or pledges or security interests (B) each promissory note (if any) required to be released on pledged to the Closing Date; provided that with respect First Lien Term Collateral Agent pursuant to the Security Agreement endorsed (without recourse) in blank (or accompanied by an executed transfer form in blank) by the pledgor thereof. Notwithstanding the foregoing, to the extent any such Collateral the security interest in which may any Collateral cannot be perfected by filing of a UCC financing statement or by possession of certificated Capital Stock of the Parent Borrower or its Domestic Subsidiaries (to the extent constituting Collateral) (provided that certificated Capital Stock of the Waterworks Business and its Subsidiaries will only be required to be delivered on the Closing Date to (other than the extent received from perfection of the Sellers, so long as security interests in the Certificated Securities of the Borrower Representative has used and any other direct or indirect Domestic Subsidiary of Holdings which are required to be pledged hereunder or under any other Loan Document and assets with respect to which a lien may be perfected by the filing of a financing statement under the UCC) after commercially reasonable efforts by Holdings and the Borrower to obtain them on do so without undue burden or expense, then the Closing Date), if perfection of the Collateral Agent’s a security interest in such Collateral may not be accomplished on or before the Closing Date after the applicable Loan Party’s commercially reasonable efforts to do so, then delivery of documents and instruments for perfection of such security interest shall not constitute a condition precedent to the initial borrowings hereunder if availability of the applicable Loan Party agrees to deliver or cause Initial Borrowing on the Closing Date, but instead shall be required to be delivered such documents and instruments, and take or cause to be taken such other actions as may be reasonably necessary to perfect such security interests in accordance with Subsection 7.12 and otherwise pursuant to arrangements to be mutually agreed by the applicable Loan Party and the Administrative Agent acting reasonably, but in no event later not more than the 91st day 90 days after the Closing Date (unless otherwise agreed as such period may be extended by the Administrative Agent in its sole reasonable discretion).

Perfected Liens. The Collateral Agent shall have obtained a security interests granted pursuant to this Agreement constitute valid security interest interests in all of the Collateral in favor of the Administrative Agent, for the benefit of the Secured Parties, as collateral security for the Obligations, enforceable against each applicable Grantor in accordance with the terms hereof (subject to applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditor’s rights generally and by general equitable principles (whether enforcement is sought in proceedings in equity or at law) and upon completion of the filings and other actions specified on Schedule 2 hereto (which, in the case of all filings and other documents referred to on said Schedule to be made under the New York UCC, have been delivered to the Administrative Agent in completed and, where required, duly executed form) will constitute valid perfected security interests in all of the Collateral covered (other than any Collateral for which perfection is not required pursuant to Section 5) in favor of the Administrative Agent, for the ratable benefit of the Secured Parties, as collateral security for such Grantor’s Obligations, in each case prior and superior in right to any other person (except Liens permitted by Section 6.02 of the Guarantee Credit Agreement), enforceable in accordance with the terms hereof against all creditors of such Grantor and any Persons purporting to purchase any Collateral Agreement (from such Grantor, to the extent and with the priority contemplated security interest therein and may be perfected by filing, recording or registration in the ABL/Term Loan Intercreditor Agreement); and all documents, instruments, filings and recordations reasonably necessary in connection with United States pursuant to the perfection andUniform Commercial Code of any applicable jurisdiction or, in the case of the Intellectual Property of the Grantors referred to in Section 4.6, by filing, recording or registration in the United States Patent and Trademark Office or the United States Copyright Office; provided, however, that additional filings with in the United States Patent and Trademark Office and the United States Copyright OfficeOffice may be required in connection with registered and applied for Trademarks, protection Patents and Copyrights constituting Collateral which are acquired after the date hereof, and provided further that the perfection (or analogous status) of such security interests shall have been executed and delivered or made, or shall be delivered or made substantially concurrently with the initial funding pursuant to the Debt Financing Administrative Agent’s Lien in Intellectual Property Collateral established under the Loan Documents pursuant to arrangements reasonably satisfactory laws of jurisdictions outside the United States may require additional filings and other actions. When certificates or promissory notes representing the Pledged Stock or the Pledged Notes, as applicable, are delivered to the Administrative Agent or(together with transfer powers or endorsements executed in blank), the Administrative Agent (for the benefit of the Secured Parties) will have a fully perfected Lien on, and security interest in, all right, title and interest of each Grantor in the Collateral as collateral security for the Obligations to the extent perfection in such Collateral (and the proceeds thereof) may be obtained by possession of such certificates and/or promissory notes, in the case of filings under the Uniform Commercial Code of Pledged Stock and the Pledged Notes, in each applicable jurisdiction, written authorization to make such filings shall have been delivered to the Collateral Agent, case prior and none of such Collateral shall be subject superior in right to any other pledges or security interests except for Permitted Liens or pledges or security interests to be released on the Closing Date; provided that with respect to any such Collateral the security interest in which may not be perfected by filing of a UCC financing statement or by possession of certificated Capital Stock of the Parent Borrower or its Domestic Subsidiaries (to the extent constituting Collateral) (provided that certificated Capital Stock of the Waterworks Business and its Subsidiaries will only be required to be delivered on the Closing Date to the extent received from the Sellers, so long as the Borrower Representative has used commercially reasonable efforts to obtain them on the Closing Date), if perfection of the Collateral Agent’s security interest in such Collateral may not be accomplished on or before the Closing Date after the applicable Loan Party’s commercially reasonable efforts to do so, then delivery of documents and instruments for perfection of such security interest shall not constitute a condition precedent to the initial borrowings hereunder if the applicable Loan Party agrees to deliver or cause to be delivered such documents and instruments, and take or cause to be taken such other actions as may be reasonably necessary to perfect such security interests in accordance with Subsection 7.12 and otherwise pursuant to arrangements to be mutually agreed by the applicable Loan Party and the Administrative Agent acting reasonably, but in no event later than the 91st day after the Closing Date (unless otherwise agreed by the Administrative Agent in its sole discretion)person.

Perfected Liens. (i) The U.S. ABL Collateral Agent shall have obtained a valid security interest in the Collateral covered by the Guarantee and Collateral Agreement (to the extent and with the priority contemplated therein and in the ABL/Term Loan Intercreditor Agreementapplicable Security Documents); and all documents, instruments, filings filings, recordations and recordations searches reasonably necessary in connection with the perfection and, in the case of the filings with the United States U.S. Patent and Trademark Office and the United States U.S. Copyright Office, protection of such security interests shall have been executed and delivered or made, or shall be delivered or made substantially concurrently with the initial funding pursuant to the Debt Financing under the Loan Documents pursuant to arrangements reasonably satisfactory to the Administrative Agent or, in the case of filings under the Uniform Commercial Code of each applicable jurisdictionUCC filings, written authorization to make such UCC filings shall have been delivered to the U.S. ABL Collateral Agent, and none of such Collateral shall be subject to any other pledges or pledges, security interests or mortgages except for any permitted under the Acquisition Agreement to remain outstanding and Permitted Liens or pledges or security interests to be released on the Closing DateLiens; provided that with respect to any such Collateral the security interest in which may not be perfected by filing of a UCC financing statement or by possession of certificated Capital Stock of making a filing with the Parent Borrower U.S. Patent and Trademark Office or its Domestic Subsidiaries (to the extent constituting Collateral) (provided that certificated Capital Stock of the Waterworks Business and its Subsidiaries will only be required to be delivered on the Closing Date to the extent received from the Sellers, so long as the Borrower Representative has used commercially reasonable efforts to obtain them on the Closing Date)U.S. Copyright Office, if perfection of the U.S. ABL Collateral Agent’s security interest in such Collateral may not be accomplished on or before the Closing Date after the applicable Loan Party’s commercially reasonable efforts to do sowithout undue burden or expense, then delivery of documents and instruments for perfection of such security interest shall not constitute a condition precedent to the initial borrowings hereunder if hereunder; and subject in each case to the applicable Loan Party agrees to deliver or cause to be delivered such documents proviso in clause (a) of this subsection 6.1 and (ii) the Canadian Collateral Agent shall have obtained a valid security interest in the Collateral covered by the Canadian Security Documents (with the priority contemplated therein); and all documents, instruments, filings, recordations and take or cause to be taken such other actions as may be searches reasonably necessary to perfect in connection with the perfection and, in the case of the filings with the Canadian Intellectual Property Office, protection of such security interests shall have been executed and delivered or made or, in accordance the case of PPSA or RPMRR filings, written authorization to make such filings shall have been delivered to the Canadian Collateral Agent, and none of such collateral shall be subject to any other pledges, security interests or mortgages except for Permitted Liens, provided that with Subsection 7.12 and otherwise pursuant respect to arrangements to any such Collateral the security interest in which may not be mutually agreed perfected by such filing, if perfection of the applicable Loan Party and the Administrative Agent acting reasonably, but Canadian Collateral Agent’s security interest in no event later than the 91st day after such collateral may not be accomplished on or before the Closing Date (unless otherwise agreed by without undue burden or expense, then delivery of documents and instruments for perfection of such security interest shall not constitute a condition precedent to the Administrative Agent in its sole discretion)initial borrowings hereunder.

Perfected Liens. The Collateral Agent shall have obtained a valid security interest in the Collateral covered by the Guarantee and Collateral Agreement (to the extent and with the priority contemplated therein and in the ABL/Term Loan Intercreditor Agreement); and all documents, instruments, filings filings, recordations and recordations searches reasonably necessary in connection with the perfection and, in the case of the filings with the United States Patent and Trademark Office and the United States Copyright Office, protection of such security interests shall have been executed and delivered or made, or shall be delivered or made substantially concurrently with the initial funding pursuant to of the Debt Financing under the Loan Documents pursuant to arrangements reasonably satisfactory to the Administrative Agent Initial Term Loans or, in the case of filings under the Uniform Commercial Code of each applicable jurisdictionUCC filings, written authorization to make such UCC filings shall have been delivered to the Collateral Agent, and none of such Collateral shall be subject to any other pledges or pledges, security interests or mortgages except for Permitted Liens or pledges or pledges, security interests or mortgages to be released on the Closing Date; provided that with respect to any such Collateral the security interest in which may not be perfected by filing of a UCC financing statement or by possession of certificated Capital Stock of the Parent Borrower or its Domestic Subsidiaries (to the extent constituting Collateral) (provided that certificated Capital Stock of the Waterworks Business and its Subsidiaries will only be required to be delivered on the Closing Date to the extent received from the Sellers, so long as the Borrower Representative has used commercially reasonable efforts to obtain them on the Closing Date)Subsidiaries, if perfection of the Collateral Agent’s security interest in such Collateral may not be accomplished on or before the Closing Date after the applicable Loan Party’s commercially reasonable efforts to do so, then delivery of documents and instruments for perfection of such security interest shall not constitute a condition precedent to the initial borrowings hereunder if the applicable Loan Party agrees to deliver or cause to be delivered such documents and instruments, and take or cause to be taken such other actions as may be reasonably necessary to perfect such security interests in accordance with Subsection 7.12 Subsections 7.13 and 7.14 and otherwise pursuant to arrangements to be mutually agreed by the applicable Loan Party and the Administrative Agent acting reasonably, but in no event later than the 91st day after the Closing Date (unless otherwise agreed by the Administrative Agent in its sole discretion).

Perfected Liens. The (i) Except as set forth on Schedule 7.14, the Collateral Agent shall have obtained a valid security interest in the Collateral covered by the Guarantee and Collateral Agreement (to the extent and with the priority contemplated therein and in the ABL/Term Loan Intercreditor Security Agreement); and all documents, instruments, filings filings, recordations and recordations searches reasonably necessary in connection with the perfection (to the extent required by the terms of any Loan Document) and, in the case of the filings with the United States Patent and Trademark Office and the United States Copyright Office, protection of such security interests shall have been executed and delivered or made, or shall be delivered or made substantially concurrently with the initial funding pursuant to the Debt Financing under the Loan Documents pursuant to arrangements reasonably satisfactory to the Administrative Agent or, in the case of filings under the Uniform Commercial Code of each applicable jurisdictionUCC filings, written authorization to make such UCC filings shall have been delivered to the Collateral Agent. Notwithstanding anything in the Security Agreement, the Borrowers and Holdings shall not be any under obligation to perfect foreign Intellectual Property or to perfect any intellectual Property outside of the United States. (ii) The Administrative Agent shall have received (A) the Certificated Securities pledged pursuant to the Security Agreement, together with an undated stock power for each such Certificated Security executed in blank by a duly Authorized Officer of the pledgor thereof, and none of such Collateral shall be subject to any other pledges or security interests except for Permitted Liens or pledges or security interests (B) each promissory note (if any) required to be released on pledged to the Closing Date; provided that with respect Administrative Agent pursuant to the Security Agreement endorsed (without recourse) in blank (or accompanied by an executed transfer form in blank) by the pledgor thereof. Notwithstanding the foregoing, to the extent any such Collateral the security interest in which may any Collateral cannot be perfected by filing of a UCC financing statement or by possession of certificated Capital Stock of the Parent Borrower or its Domestic Subsidiaries (to the extent constituting Collateral) (provided that certificated Capital Stock of the Waterworks Business and its Subsidiaries will only be required to be delivered on the Closing Date to (other than the extent received from perfection of the Sellers, so long as security interests in the Certificated Securities of the Borrower Representative has used and any other direct or indirect Domestic Subsidiary of Holdings which are required to be pledged hereunder or under any other Loan Document and assets with respect to which a lien may be perfected by the filing of a financing statement under the UCC) after commercially reasonable efforts by Holdings and the Borrower to obtain them on do so without undue burden or expense, then the Closing Date), if perfection of the Collateral Agent’s a security interest in such Collateral may not be accomplished on or before the Closing Date after the applicable Loan Party’s commercially reasonable efforts to do so, then delivery of documents and instruments for perfection of such security interest shall not constitute a condition precedent to the initial borrowings hereunder if availability of the applicable Loan Party agrees to deliver or cause Initial Term Loans on the Closing Date, but instead shall be required to be delivered such documents and instruments, and take or cause to be taken such other actions as may be reasonably necessary to perfect such security interests in accordance with Subsection 7.12 and otherwise pursuant to arrangements to be mutually agreed by the applicable Loan Party and the Administrative Agent acting reasonably, but in no event later not more than the 91st day 90 days after the Closing Date (unless otherwise agreed as such period may be extended by the Administrative Agent in its sole reasonable discretion).

Perfected Liens. (i) The U.S. ABL Collateral Agent shall have obtained a valid security interest in the Collateral covered by the Guarantee and Collateral Agreement (to the extent and with the priority contemplated therein and in the ABL/Term Loan Intercreditor Agreement)applicable Security Documents) other than with respect to Mortgaged Properties; and all documents, instruments, filings filings, recordations and recordations searches reasonably necessary in connection with the perfection and, in the case of the filings with the United States U.S. Patent and Trademark Office and the United States U.S. Copyright Office, protection of such security interests shall have been executed and delivered or made, or shall be delivered or made substantially concurrently with the initial funding pursuant to the Debt Financing under the Loan Documents pursuant to arrangements reasonably satisfactory to the Administrative Agent or, in the case of filings under the Uniform Commercial Code of each applicable jurisdictionUCC filings, written authorization to make such UCC filings shall have been delivered to the U.S. ABL Collateral Agent, and none of such Collateral shall be subject to any other pledges or pledges, security interests or mortgages except for Permitted Liens or pledges or security interests to be released on the Closing DateLiens; provided that that, with respect to any such Collateral Collateral, the security interest in which may not be perfected by filing of a UCC financing statement or by possession of certificated Capital Stock of making a filing with the Parent Borrower U.S. Patent and Trademark Office or its Domestic Subsidiaries (to the extent constituting Collateral) (provided that certificated Capital Stock of the Waterworks Business and its Subsidiaries will only be required to be delivered on the Closing Date to the extent received from the Sellers, so long as the Borrower Representative has used commercially reasonable efforts to obtain them on the Closing Date)U.S. Copyright Office, if perfection of the U.S. ABL Collateral Agent’s security interest in such Collateral may not be accomplished on or before the Closing Date after the applicable Loan Party’s commercially reasonable efforts to do sowithout undue burden or expense, then delivery of documents and instruments for perfection of such security interest shall not constitute a condition precedent to the initial borrowings hereunder if hereunder; and subject in each case to the applicable Loan Party agrees to deliver or cause to be delivered such documents proviso in clause (a) of this subsection 6.1 and (ii) the Canadian Collateral Agent shall have obtained a valid security interest in the Collateral covered by the Canadian Security Documents (with the priority contemplated therein); and all documents, instruments, filings, recordations and take or cause to be taken such other actions as may be searches reasonably necessary to perfect in connection with the perfection and, in the case of the filings with the Canadian Intellectual Property Office, protection of such security interests shall have been executed and delivered or made or, in accordance the case of PPSA or RPMRR filings, written authorization to make such filings shall have been delivered to the Canadian Collateral Agent, and none of such collateral shall be subject to any other pledges, security interests or mortgages except for Permitted Liens, provided that with Subsection 7.12 and otherwise pursuant respect to arrangements to any such Collateral the security interest in which may not be mutually agreed perfected by such filing, if perfection of the applicable Loan Party and the Administrative Agent acting reasonably, but Canadian Collateral Agent’s security interest in no event later than the 91st day after such collateral may not be accomplished on or before the Closing Date (unless otherwise agreed by without undue burden or expense, then delivery of documents and instruments for perfection of such security interest shall not constitute a condition precedent to the Administrative Agent in its sole discretion)initial borrowings hereunder.

Perfected Liens. (i) The U.S. Collateral Agent shall have obtained a valid first priority security interest in the Collateral covered by the U.S. Guarantee and Collateral Agreement (to the extent and with the priority contemplated therein and in the ABL/Term Loan Intercreditor Agreementprovided therein); and all documents, instruments, filings filings, recordations and recordations searches reasonably necessary in connection with the perfection and, in the case of the filings with the United States U.S. Patent and Trademark Office and the United States U.S. Copyright Office, protection of such security interests shall have been executed and delivered or made, or shall be delivered or made substantially concurrently with the initial funding pursuant to the Debt Financing under the Loan Documents pursuant to arrangements reasonably satisfactory to the Administrative Agent or, (in the case of filings under the Uniform Commercial Code of each applicable jurisdictionUCC filings, written authorization to make such UCC filings shall have been delivered to the U.S. Collateral Agent, ) and none of such Collateral shall be subject to any other pledges or pledges, security interests or mortgages except for Permitted Liens or pledges or security interests to be released on the Closing DateLiens; provided that with respect to any such Collateral the security interest in which may not be perfected by filing of a UCC financing statement or by possession of certificated Capital Stock of making a filing with the Parent Borrower U.S. Patent and Trademark Office or its Domestic Subsidiaries (to the extent constituting Collateral) (provided that certificated Capital Stock of the Waterworks Business and its Subsidiaries will only be required to be delivered on the Closing Date to the extent received from the Sellers, so long as the Borrower Representative has used commercially reasonable efforts to obtain them on the Closing Date)U.S. Copyright Office, if perfection of the U.S. Collateral Agent’s security interest in such Collateral may not be accomplished on or before the Closing Date without undue burden or expense after the applicable Loan PartyParent Borrower’s use of commercially reasonable efforts to do so, then delivery of documents and instruments for perfection of such security interest shall not constitute a condition precedent to the initial borrowings hereunder, but instead shall be required to be satisfied on or prior to the 60th day following the Closing Date or, with respect to (i) the requirements set forth in subsection 4.16, the 45th day following the Closing Date and (ii) Rental Equipment represented by a certificate of title, the 120th day following the Closing Date. (ii) The Canadian Collateral Agent shall have obtained a valid security interest in the Collateral covered by each Canadian Security Agreement (with the priority contemplated therein); and all documents, instruments, filings, recordations and searches reasonably necessary in connection with the perfection and, in the case of the filings with the Canadian Intellectual Property Office, protection of such security interests shall have been executed and delivered or, in the case of PPSA filings, written authorization to make such PPSA filings shall have been delivered to the Canadian Collateral Agent, and none of such Collateral shall be subject to any other pledges, security interests or mortgages except for Permitted Liens; provided that with respect to any such collateral the security interest in which may not be perfected by filing of a PPSA financing statement or by making a filing with the Canadian Intellectual Property Office, if perfection of the Canadian Collateral Agent’s security interest in such collateral may not be accomplished on or before the Closing Date without undue burden or expense after the Parent Borrower’s use of commercially reasonable efforts to do so, then delivery of documents and instruments for perfection of such security interest shall not constitute a condition precedent to the initial borrowings hereunder if the applicable Loan Party agrees to deliver or cause but shall be required to be delivered such documents and instruments, and take satisfied on or cause prior to be taken such other actions as may be reasonably necessary to perfect such security interests in accordance with Subsection 7.12 and otherwise pursuant to arrangements to be mutually agreed by the applicable Loan Party and the Administrative Agent acting reasonably, but in no event later than the 91st 60th day after following the Closing Date (unless otherwise agreed by or, with respect to the Administrative Agent requirements set forth in its sole discretion)subsection 4.16, the 45th date following the Closing Date.

Perfected Liens. The Collateral Agent shall have obtained a valid security interest in the Collateral covered by the Guarantee and Collateral Agreement (to the extent and with the priority contemplated therein and in the ABL/Term Loan Intercreditor Agreement); and all documents, instruments, filings and recordations reasonably necessary in connection with the perfection and, in the case of the filings with the United States Patent and Trademark Office and the United States Copyright Office, protection of such security interests shall have been executed and delivered or made, or shall be delivered or made substantially concurrently with the initial funding pursuant to the Debt Financing under the Loan Documents pursuant to arrangements reasonably satisfactory to the Administrative Agent or, in the case of filings under the Uniform Commercial Code of each applicable jurisdictionUCC filings, written authorization to make such UCC filings shall have been delivered to the Collateral Agent, and none of such Collateral shall be subject to any other pledges or pledges, security interests or mortgages except for Permitted Liens or pledges or pledges, security interests or mortgages to be released on the Closing Date; provided that with respect to any such Collateral the security interest in which may not be perfected by filing of a UCC financing statement or by possession of certificated Capital Stock of the Parent Borrower or its Domestic Subsidiaries (to the extent constituting Collateral) (provided that certificated Capital Stock of the Waterworks Business JDA and its Subsidiaries will only be required to be delivered on the Closing Date to the extent received from the SellersDeere, so long as the Borrower Representative has used commercially reasonable efforts prior to the Closing Date to obtain them on the Closing Date), if perfection of the Collateral Agent’s security interest in such Collateral may not be accomplished on or before the Closing Date after the applicable Loan Party’s commercially reasonable efforts to do so, then delivery of documents and instruments for perfection of such security interest shall not constitute a condition precedent to the initial borrowings hereunder if the applicable Loan Party agrees to deliver or cause to be delivered such documents and instruments, and take or cause to be taken such other actions as may be reasonably necessary to perfect such security interests in accordance with Subsection 7.12 Subsections 7.13 and 7.14 and otherwise pursuant to arrangements to be mutually agreed by the applicable Loan Party and the Administrative Agent acting reasonably, but in no event later than the 91st day after the Closing Date (unless otherwise agreed by the Administrative Agent in its sole discretion) (and, in the case of real property, no later than the 121st day after the Closing Date, unless otherwise agreed by the Administrative Agent in its sole discretion).

Perfected Liens. (a) The security interests granted pursuant to this Agreement (i) constitute valid and, subject only to the filing of the financing statements and the taking of the other actions listed on Schedule 3 hereto, fully perfected security interests in all of the Collateral Agent shall have obtained a valid (other than Intellectual Property arising under foreign laws which is not listed on Schedule 6 or which is listed as "immaterial" on Schedule 6) in favor of the Mortgage Notes Indenture Trustee, for the ratable benefit of the Secured Parties, as collateral security interest for such Grantor's Obligations, enforceable in accordance with the terms hereof against all creditors of such Grantor and (ii) are subject to no other Liens on the Collateral except for Permitted Liens. Without limiting the foregoing, each Grantor has taken all actions necessary or desirable, including, without limitation, those specified in Section 5.2 to: (i) establish the Mortgage Notes Indenture Trustee's "control" (within the meanings of Sections 8-106 and 9-106 of the New York UCC) over any portion of the Investment Property constituting Certificated Securities, Uncertificated Securities, Securities Accounts, Securities Entitlements or Commodity Accounts (each as defined in the Collateral covered New York UCC), (ii) establish the Mortgage Notes Indenture Trustee's "control" (within the meaning of Section 9-104 of the New York UCC) over all Deposit Accounts, and (iii) establish the Mortgage Notes Indenture Trustee's "control" (within the meaning of Section 9-107 of the New York UCC) over all Letter of Credit Rights. (b) No authorization, approval or other action by, and no notice to or filing with, any Governmental Authority or regulatory body (except those which have been made or obtained) is required for either (i) the pledge or grant by any Grantor of the security interests purported to be created in favor of the Mortgage Notes Indenture Trustee hereunder or (ii) the exercise by the Guarantee and Mortgage Notes Indenture Trustee of any rights or remedies in respect of any Collateral Agreement (to the extent and with the priority contemplated therein and in the ABL/Term Loan Intercreditor Agreementwhether specifically granted or created hereunder or created or provided for by applicable law); and all documents, instruments, except (A) for filings and recordations reasonably necessary actions specified on Schedule 3 and (B) as may be required, in connection with the perfection anddisposition of any Investment Property, in by laws generally affecting the case offering and sale of the filings with the United States Patent and Trademark Office and the United States Copyright Office, protection of such security interests shall have been executed and delivered or made, or shall be delivered or made substantially concurrently with the initial funding pursuant to the Debt Financing under the Loan Documents pursuant to arrangements reasonably satisfactory to the Administrative Agent or, in the case of filings under the Uniform Commercial Code of each applicable jurisdiction, written authorization to make such filings shall have been delivered to the Collateral Agent, and none of such Collateral shall be subject to any other pledges or security interests except for Permitted Liens or pledges or security interests to be released on the Closing Date; provided that with respect to any such Collateral the security interest in which may not be perfected by filing of a UCC financing statement or by possession of certificated Capital Stock of the Parent Borrower or its Domestic Subsidiaries (to the extent constituting Collateral) (provided that certificated Capital Stock of the Waterworks Business and its Subsidiaries will only be required to be delivered on the Closing Date to the extent received from the Sellers, so long as the Borrower Representative has used commercially reasonable efforts to obtain them on the Closing Date), if perfection of the Collateral Agent’s security interest in such Collateral may not be accomplished on or before the Closing Date after the applicable Loan Party’s commercially reasonable efforts to do so, then delivery of documents and instruments for perfection of such security interest shall not constitute a condition precedent to the initial borrowings hereunder if the applicable Loan Party agrees to deliver or cause to be delivered such documents and instruments, and take or cause to be taken such other actions as may be reasonably necessary to perfect such security interests in accordance with Subsection 7.12 and otherwise pursuant to arrangements to be mutually agreed by the applicable Loan Party and the Administrative Agent acting reasonably, but in no event later than the 91st day after the Closing Date (unless otherwise agreed by the Administrative Agent in its sole discretion).securities;

Perfected Liens. The Collateral Agent shall have obtained a (i) As of the date hereof, this Agreement is effective to create, as collateral security for the Obligations, valid security interest in and enforceable Liens on the Collateral covered in favor of the Administrative Agent, for the benefit of the Secured Parties, except as enforceability may be affected by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors' rights generally, general equitable principles (whether considered in a proceeding in equity or at law) and an implied covenant of good faith and fair dealing. (ii) As of the Guarantee date hereof, except with respect to Liens upon Patents and Collateral Agreement (Trademarks and Patent Licenses and Trademark Licenses, which Liens, to the extent and with not otherwise perfected by the priority contemplated therein and filing of financing statements under the Code in the ABL/Term Loan Intercreditor Agreement); and all documentsaccordance herewith, instruments, filings and recordations reasonably necessary in connection with the perfection and, would in the case of Patents and Trademarks listed in Schedules I and II hereto, or in the case of Patent Licenses and Trademark Licenses listed in Schedules I and II hereto, may be perfected upon the filing, acceptance and recordation thereof in the United States Patent and Trademark Office, upon filing of the financing statements delivered to the Administrative Agent by the Grantor on the Closing Date in the jurisdictions listed on Schedule 4.19(a) to the Credit Agreement (which financing statements are in proper form for filing in such jurisdictions) (and the recording of this Agreement in the United States Patent and Trademark Office, and the making of filings after the Closing Date in any other jurisdiction in the United States as may be necessary under any Requirement of Law) the Liens created pursuant to this Agreement will constitute valid and perfected Liens on the Collateral in the United States in favor of the Administrative Agent for the benefit of the Secured Parties, which Liens will be prior to all other Liens of all other Persons with respect to the Collateral, except for Liens permitted pursuant to the Loan Documents (including, without limitation, those permitted to exist pursuant to Section 7.3 of the Credit Agreement) and except as set forth on Schedule I or II hereto, and which Liens are enforceable as such against all creditors of and purchasers (except to the extent that the recording of an assignment or other transfer of title to the Administrative Agent in the United States Patent and Trademark Office may be necessary for such enforceability) from the Grantor, except as such enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors' rights generally and the United States Copyright Office, protection of such security interests shall have been executed and delivered by general equitable principles (whether enforcement is sought by proceedings in equity or made, or shall be delivered or made substantially concurrently with the initial funding pursuant to the Debt Financing under the Loan Documents pursuant to arrangements reasonably satisfactory to the Administrative Agent or, in the case of filings under the Uniform Commercial Code of each applicable jurisdiction, written authorization to make such filings shall have been delivered to the Collateral Agent, and none of such Collateral shall be subject to any other pledges or security interests except for Permitted Liens or pledges or security interests to be released on the Closing Date; provided that with respect to any such Collateral the security interest in which may not be perfected by filing of a UCC financing statement at law) or by possession an implied covenant of certificated Capital Stock of the Parent Borrower or its Domestic Subsidiaries (to the extent constituting Collateral) (provided that certificated Capital Stock of the Waterworks Business good faith and its Subsidiaries will only be required to be delivered on the Closing Date to the extent received from the Sellers, so long as the Borrower Representative has used commercially reasonable efforts to obtain them on the Closing Date), if perfection of the Collateral Agent’s security interest in such Collateral may not be accomplished on or before the Closing Date after the applicable Loan Party’s commercially reasonable efforts to do so, then delivery of documents and instruments for perfection of such security interest shall not constitute a condition precedent to the initial borrowings hereunder if the applicable Loan Party agrees to deliver or cause to be delivered such documents and instruments, and take or cause to be taken such other actions as may be reasonably necessary to perfect such security interests in accordance with Subsection 7.12 and otherwise pursuant to arrangements to be mutually agreed by the applicable Loan Party and the Administrative Agent acting reasonably, but in no event later than the 91st day after the Closing Date (unless otherwise agreed by the Administrative Agent in its sole discretion).fair dealing. 6

Perfected Liens. The Collateral Agent shall have obtained a valid security interest in the Collateral covered by the Guarantee and Collateral Agreement and the Non-U.S. Pledge Agreements (to the extent and with the priority contemplated therein and in the ABL/Term Loan Intercreditor Agreement); and all documents, instruments, filings and recordations reasonably necessary in connection with the perfection and, in the case of the filings with the United States Patent and Trademark Office and the United States Copyright Office, protection of such security interests shall have been executed and delivered or made, or shall be delivered or made substantially concurrently with the initial funding pursuant to the Debt Financing under the Loan Documents pursuant to arrangements reasonably satisfactory to the Administrative Agent or, in the case of filings under the Uniform Commercial Code of each applicable jurisdictionUCC filings, written authorization to make such UCC filings shall have been delivered to the Collateral Agent, and none of such Collateral shall be subject to any other pledges or pledges, security interests or mortgages except for Permitted Liens or pledges or pledges, security interests or mortgages to be released on the Closing Date; provided that with respect to any such Collateral the security interest in which may not be perfected by filing of a UCC financing statement or by possession of certificated Capital Stock of the Parent Borrower or its Domestic Subsidiaries (to the extent constituting Collateral) (provided that certificated Capital Stock of the Waterworks Business and its Subsidiaries will only be required to be delivered on the Closing Date to the extent received from the Sellers, so long as the Borrower Representative has used commercially reasonable efforts to obtain them on the Closing Date)statement, if perfection of the Collateral Agent’s security interest in such Collateral may not be accomplished on or before the Closing Date after the applicable Loan Party’s commercially reasonable efforts to do so, then delivery of documents and instruments for perfection of such security interest shall not constitute a condition precedent to the initial borrowings hereunder if the applicable Loan Party agrees to deliver or cause to be delivered such documents and instruments, and take or cause to be taken such other actions as may be reasonably necessary to perfect such security interests in accordance with Subsection 7.12 7.13 and otherwise pursuant to arrangements to be mutually agreed by the applicable Loan Party and the Administrative Agent acting reasonably, but in no event later than the 91st day after the Closing Date (in each case, unless otherwise agreed by the Administrative Agent in its sole discretion) (and, in the case of real property, no later than the 121st day after the Closing Date, unless otherwise agreed by the Administrative Agent in its sole discretion).

Perfected Liens. The Collateral Agent shall have obtained a valid security interest in the Collateral covered by the Guarantee and Collateral interests granted pursuant to this Agreement (to the extent and with the priority contemplated therein and in the ABL/Term Loan Intercreditor Agreement); and all documents, instruments, filings and recordations reasonably necessary in connection with the perfection and, a) in the case of all Collateral in which a security interest may be perfected by filing a financing statement under the UCC (and, with respect to Commercial Tort Claims, to the extent any Commercial Tort Claims are sufficiently identified herein), upon completion of the filings and other actions specified on Schedule 2 (which filings and other documents referred to on Schedule 2, have been delivered to Purchasers in completed form) will constitute valid perfected security interests in all of the Collateral in favor of Purchasers as collateral security for the Secured Obligations, enforceable in accordance with the terms hereof and in accordance with the terms of the Note Purchase Agreement and (b) shall be prior to all other Liens on the Collateral except for Permitted Liens having priority over Purchasers’ Lien by operation of law or permitted pursuant to the Note Purchase Agreement upon (i) in the case of all pledged certificated stock, Pledged Notes, Pledged Equity and other pledged Investment Property, the delivery thereof to Purchasers of such pledged certificated stock, Pledged Notes, Pledged Equity and other pledged Investment Property consisting of instruments and certificates, in each case properly endorsed for transfer to Purchasers or in blank, (ii) in the case of all pledged Investment Property not in certificated form and Deposit Accounts, the execution of Control Agreements with respect to such Investment Property and Deposit Accounts, (iii) in the case of all other instruments and tangible chattel paper that are not pledged certificated stock, Pledged Notes, Pledged Equity and other pledged Investment Property, the delivery thereof to Purchasers of such instruments and tangible chattel paper, (iv) in the case of Letter-of-Credit Rights, the consent of the issuer of such Letter-of-Credit Rights), (v) in the case of Intellectual Property, to the extent not subject to Article 9 of the UCC, recordation of the security interest granted hereunder in such Intellectual Property in the applicable intellectual property registries, including but not limited to, the United States Patent and Trademark Office and the United States Copyright Office, protection and (vi) in the case of cash, upon the Purchasers taking possession of such security interests shall cash.. Except as set forth in this Section 3.2, all actions by each Grantor necessary to perfect the Lien granted hereunder on the Collateral have been executed and delivered or made, or shall be delivered or made substantially concurrently with duly taken. As of the initial funding pursuant to the Debt Financing under the Loan Documents pursuant to arrangements reasonably satisfactory to the Administrative Agent ordate hereof, in the case of filings under the Uniform Commercial Code of each applicable jurisdiction, written authorization to make such filings shall have been delivered to the all Collateral Agent, and none of such Collateral shall be subject to any other pledges or security interests except for Permitted Liens or pledges or security interests to be released on the Closing Date; provided that with respect to any such Collateral the in which a security interest in which may not be perfected by filing of a UCC financing statement or by possession of certificated Capital Stock under the UCC, the filings and other actions specified on Schedule 2 constitute all of the Parent Borrower or its Domestic Subsidiaries (to the extent constituting Collateral) (provided that certificated Capital Stock of the Waterworks Business filings and its Subsidiaries will only be required to be delivered on the Closing Date to the extent received from the Sellers, so long as the Borrower Representative has used commercially reasonable efforts to obtain them on the Closing Date), if perfection of the Collateral Agent’s security interest in such Collateral may not be accomplished on or before the Closing Date after the applicable Loan Party’s commercially reasonable efforts to do so, then delivery of documents and instruments for perfection of such security interest shall not constitute a condition precedent to the initial borrowings hereunder if the applicable Loan Party agrees to deliver or cause to be delivered such documents and instruments, and take or cause to be taken such other actions as may be reasonably necessary to perfect such all security interests granted hereunder in accordance with Subsection 7.12 and otherwise pursuant to arrangements to be mutually agreed by the applicable Loan Party and the Administrative Agent acting reasonably, but in no event later than the 91st day after the Closing Date (unless otherwise agreed by the Administrative Agent in its sole discretion)such Collateral.

Perfected Liens. The Collateral Agent shall have obtained a valid security interest in the Collateral covered by the Guarantee and Collateral interests granted pursuant to this Agreement (to a) upon completion of the extent and with the priority contemplated therein and in the ABL/Term Loan Intercreditor Agreement); and all documents, instruments, filings and recordations reasonably necessary in connection with the perfection andother actions specified on Schedule 3 (which, in the case of all filings and other documents referred to on said Schedule, have been delivered to the Administrative Agent in completed and duly executed form) and will, to the extent perfection may be achieved by such filings and actions, constitute valid perfected security interests in all of the Collateral in favor of the Administrative Agent, for the ratable benefit of the Secured Parties, as collateral security for such Grantor’s Obligations under the laws of the United States, enforceable in accordance with the terms hereof against all creditors of such Grantor and any Persons purporting to purchase any Collateral from such Grantor and (b) are prior to all other Liens on the Collateral in existence on the date hereof except for (i) unrecorded Liens permitted by the Credit Agreement which have priority over the Liens on the Collateral by operation of law and (ii) in the case of Collateral other than Pledged Stock, Permitted Liens; provided, however, that additional filings in the United States Patent and Trademark Office and the United States Copyright OfficeOffice may be necessary with respect to the perfection of the Administrative Agent’s Lien in United States registrations and applications for Trademarks, protection of such Patents and Copyrights which are filed by, issued to, exclusively licensed to or acquired by any Grantor after the date hereof and, provided, further, no Grantor shall be required to perfect the security interests shall have been executed and delivered or made, or shall be delivered or made substantially concurrently with the initial funding granted pursuant to this Agreement (i) by means of delivery of agreement granting “control” (as defined in Article 8 of the Debt Financing under the Loan Documents pursuant to arrangements reasonably satisfactory to the Administrative Agent or, in the case of filings under the Uniform Commercial Code of each applicable jurisdiction, written authorization to make such filings shall have been delivered to the Collateral Agent, and none of such Collateral shall be subject to New York UCC) over any Deposit Account or Securities Account (other pledges or security interests except for Permitted Liens or pledges or security interests to be released on the Closing Date; provided that than with respect to any such Collateral the security interest in which may not be perfected by filing of a UCC financing statement or by possession of certificated Capital Stock of the Parent Borrower or its Domestic Subsidiaries (to the extent constituting Collateral) (provided that certificated Capital Stock of the Waterworks Business and its Subsidiaries will only be required to be delivered on the Closing Date to the extent received from the Sellers, so long as the Borrower Representative has used commercially reasonable efforts to obtain them on the Closing DateAccount), if (ii) in any Vehicles (other than maintaining any perfection of the Collateral Agent’s security interest in such Collateral may not be accomplished on or before the Closing Date after the applicable Loan Party’s commercially reasonable efforts to do so, then delivery of documents and instruments for perfection of such security interest shall not constitute a condition precedent to the initial borrowings hereunder if the applicable Loan Party agrees to deliver or cause to be delivered such documents and instruments, and take or cause to be taken such other actions as may be reasonably necessary to perfect such security interests granted in accordance with Subsection 7.12 and otherwise pursuant to arrangements to be mutually agreed the Specified Vehicles owned by the applicable Loan Party and Grantors existing on the Administrative Agent acting reasonably, but date hereof) or (iii) in no event later than any Intellectual Property under the 91st day after laws of a jurisdiction outside the Closing Date (unless otherwise agreed by the Administrative Agent in its sole discretion)United States.

Perfected Liens. The Collateral Agent shall have obtained a valid security interest in the Collateral covered by the Guarantee and Collateral Agreement (to the extent and with the priority contemplated therein and in the ABL/Term Loan Intercreditor Agreement); and all documents, instruments, filings filings, recordations and recordations searches reasonably necessary in connection with the perfection and, in the case of the filings with the United States Patent and Trademark Office and the United States Copyright Office, protection of such security interests shall have been executed and delivered or made, or shall be delivered or made substantially concurrently with the initial funding pursuant to the Debt Financing under the Loan Documents pursuant to arrangements reasonably satisfactory to the Administrative Agent or, in the case of filings under the Uniform Commercial Code of each applicable jurisdictionUCC filings, written authorization to make such UCC filings shall have been delivered to the Collateral Agent, and none of such Collateral shall be subject to any other pledges or pledges, security interests or mortgages except for Permitted Liens or pledges or security interests to be released on the Closing DateLiens; provided that with respect to any such Collateral collateral the security interest in which may not be perfected by filing of a UCC financing statement or by possession of certificated Capital Stock of the Parent Borrower or its Domestic Subsidiaries (to the extent constituting Collateral) (provided that certificated Capital Stock of the Waterworks Business and its Subsidiaries will only be required to be delivered on the Closing Date to the extent received from the Sellers, so long as the Borrower Representative has used commercially reasonable efforts to obtain them on the Closing Date)Stock, if perfection of the Collateral Agent’s security interest in such Collateral collateral may not be accomplished on or before the Closing Date after the applicable Loan Party’s commercially reasonable efforts to do so, then delivery of documents and instruments for perfection of such security interest shall not constitute a condition precedent to the initial borrowings hereunder if the applicable Loan Party agrees to deliver or cause to be delivered such documents and instruments, and take or cause to be taken such other actions as may be reasonably necessary to perfect such security interests in accordance with Subsection Subsections 7.12 and 7.13 and otherwise pursuant to arrangements to be mutually agreed by the applicable Loan Party and the Administrative Agent acting reasonably, but in no event later than the 91st day after the Closing Date (unless otherwise agreed by the Administrative Agent in its sole discretion) (and, in the case of Vehicles and related documentation, no later than the 365th day after the Closing Date with respect to Vehicles registered in the States of Hawaii or Connecticut and no later than the 181st day after the Closing Date for all other Vehicles, unless otherwise agreed by the Term Loan Agent in its sole discretion).

Perfected Liens. The (a) After giving effect to the Transactions, this Security Agreement is effective to create in favor of the Collateral Agent shall have obtained a Agent, for its benefit and for the benefit of the Secured Parties, legal, valid security interest and enforceable Security Interests in the Collateral covered (with respect to Collateral consisting of Capital Stock of Foreign Subsidiaries, Stock Equivalents issued by Foreign Subsidiaries and Indebtedness of Foreign Subsidiaries, to the extent the enforceability of such Security Interest is governed by the Guarantee UCC), subject to the effects of bankruptcy, insolvency or similar laws affecting creditors’ rights generally, general equitable principles, and principles of good faith and fair dealing. (b) Subject to the limitations set forth in clause (c) of this Section 3.2, the Security Interests granted pursuant to this Security Agreement (i) will constitute valid and perfected Security Interests in the Collateral Agreement (to the extent perfection may be obtained by the filings or other actions described in clause (A), (B) or (C) of this paragraph) in favor of the Collateral Agent, for the benefit of the Secured Parties, as collateral security for the Obligations, upon (A) with respect to Collateral in which perfection can be obtained by filing a financing statement, the filing in the applicable filing offices of all financing statements, in each case, naming each Grantor as “debtor” and the Collateral Agent as “secured party” and describing the Collateral, (B) with respect to Instruments, Chattel Paper, Certificated Securities and negotiable Documents, delivery to the Collateral Agent (or a designated bailee, in accordance with the priority contemplated therein ABL Intercreditor Agreement and Section 8.1 hereof) of all Instruments, Chattel Paper, Certificated Securities and negotiable Documents in each case, properly endorsed for transfer in blank, (C) with respect to Deposit Accounts, upon the entering into of Blocked Account Agreements and (D) with respect to Intellectual Property that is not Excluded Property, completion or recordation of the filing of a fully executed agreement substantially in the ABL/Term Loan Intercreditor form of Annex B hereof (the “Short-form Intellectual Property Security Agreement); ”) and containing a description of all documents, instruments, filings and recordations reasonably necessary Collateral constituting Registered Intellectual Property in connection with the perfection and, in the case of the filings with the United States Patent and Trademark Office Office, with respect to U.S. registered and applied for Patents and Trademarks, within 90 days from the execution date of such Short-form Intellectual Property Security Agreement, or in the United States Copyright Office, protection with respect to U.S. registered Copyrights, within thirty (30) days from the execution date of such security interests shall have been executed Short-form Intellectual Property Security Agreement, as applicable and delivered or made, or shall be delivered or made substantially concurrently with (ii) are prior to all other Liens on the initial funding Collateral other than Liens permitted pursuant to Section 10.2 of the Debt Financing under the Loan Documents pursuant to arrangements reasonably satisfactory to the Administrative Agent orABL Credit Agreement (and which, in the case of Liens permitted in respect of the Term Loan Facility pursuant to Section 10.2 thereof, are subject to the ABL Intercreditor Agreement). (c) Notwithstanding anything to the contrary herein, no Grantor shall be required to perfect the Security Interests granted by this Security Agreement or the Pledge Agreement by any means other than by (i) filings under pursuant to the Uniform Commercial Code of each the relevant State(s), (ii) filings approved or required by United States federal government offices with respect to Registered Intellectual Property under applicable jurisdictionUnited States law, written authorization to make such filings shall have been delivered (iii) delivery to the Collateral AgentAgent (or a designated bailee, in accordance with the ABL Intercreditor Agreement and none Section 8.1 hereof) to be held in its possession of such all Collateral consisting of (y) Pledged Shares and Pledged Debt (each as defined in the Pledge Agreement) and (z) Tangible Chattel Paper, Instruments or Certificated Securities (other than Pledged Shares and Pledged Debt) with a fair market value in excess of the greater of (a) $45,000,000 and (b) 10% of Consolidated EBITDA for the most recently ended Test Period (calculated on a Pro Forma Basis) individually; (iv) actions to perfect a security interest in Commercial Tort Claims to the extent set forth in Section 4.1(f); and (v) in the case of Collateral that consists of Deposit Accounts, taking the actions specified in Section 4.3. No additional actions shall be subject to any other pledges or security interests except for Permitted Liens or pledges or security interests to be released on the Closing Date; provided that required hereunder with respect to any such Collateral the security interest in which may not be perfected by filing of a UCC financing statement or by possession of certificated Capital Stock assets that are located outside of the Parent Borrower United States or its Domestic Subsidiaries (assets that require action under the law of any non-U.S. jurisdiction to the extent constituting Collateral) (provided that certificated Capital Stock of the Waterworks Business and its Subsidiaries will only be required to be delivered on the Closing Date to the extent received from the Sellers, so long as the Borrower Representative has used commercially reasonable efforts to obtain them on the Closing Date), if perfection of the Collateral Agent’s create or perfect a security interest in such Collateral may not assets; it being understood, for the avoidance of doubt, that there shall be accomplished on no requirement to execute any security agreement or before pledge agreement governed by the Closing Date after laws of any non-U.S. jurisdiction. . (d) It is understood and agreed that the applicable Loan Party’s commercially reasonable efforts to do so, then delivery of documents Security Interests in cash and instruments for perfection of such security interest Investment Property created hereunder shall not constitute a condition precedent to prevent the initial borrowings hereunder if Grantors from using such assets in the applicable Loan Party agrees to deliver or cause to be delivered such documents and instruments, and take or cause to be taken such other actions as may be reasonably necessary to perfect such security interests in accordance with Subsection 7.12 and otherwise pursuant to arrangements to be mutually agreed by the applicable Loan Party and the Administrative Agent acting reasonably, but in no event later than the 91st day after the Closing Date (unless otherwise agreed by the Administrative Agent in its sole discretion)ordinary course of their respective businesses.

Perfected Liens. The Collateral Agent shall have obtained a Subject to the terms of the Intercreditor Agreement, the security interests granted pursuant to this Agreement (i) upon completion of the filings and other actions specified on Schedule 2 (x) will constitute valid perfected security interest interests in all of the Collateral covered by (other than Intellectual Property) in favor of the Guarantee Collateral Agent, for the ratable benefit of the Secured Parties, as collateral security for such Grantor’s Obligations, enforceable in accordance with the terms hereof against all creditors of such Grantor and any Persons purporting to purchase any Collateral Agreement (from such Grantor, to the extent and a security interest therein may be perfected by filing, recording or registration in the United States pursuant to the New York UCC, (y) will constitute valid perfected security interests in all of the Collateral consisting of Intellectual Property in favor of the Collateral Agent, for the ratable benefit of the Secured Parties, as collateral security for such Grantor’s Obligations, enforceable in accordance with the priority contemplated terms hereof against all creditors of such Grantor and any Persons purporting to purchase any Collateral from such Grantor, to the extent a security interest therein and may be perfected by filings to be made in the ABL/Term Loan Intercreditor Agreement); and all documents, instruments, filings and recordations reasonably necessary in connection with the perfection and, in the case of the filings with the United States Patent and Trademark Office and the United States Copyright Office, protection and (z) will constitute valid perfected security interests in each Collateral Deposit Account in favor of the Collateral Agent, for the ratable benefit of the Secured Parties, as collateral security for such Grantor’s Obligations, enforceable in accordance with the terms hereof upon the Collateral Agent obtaining “control” of such Collateral Deposit Account for purposes of the New York UCC, to the extent a security interests shall have been executed and delivered or made, or shall interest therein may be delivered or made substantially concurrently with the initial funding perfected by obtaining “control” pursuant to the Debt Financing New York UCC, and (ii) are prior to all other Liens on the Collateral in existence on the date hereof except for Liens permitted by the Indenture Documents which have priority over the Liens on the Collateral by operation of law (including the priority rules under the Loan Documents pursuant to arrangements reasonably satisfactory to the Administrative Agent orNew York UCC) or which, in the case of filings under the Uniform Commercial Code Collateral consisting of each applicable jurisdictionPledged Equity and Pledged Debt, written authorization to make such filings shall have been delivered are nonconsensual Liens permitted pursuant to the Collateral Agent, and none of such Collateral shall Indenture Documents to be subject prior to any other pledges or the security interests except for Permitted Liens granted pursuant to this Agreement or pledges or which, in the case of Collateral other than Pledged Equity and Pledged Debt, are permitted pursuant to the Indenture Documents to be prior to the security interests to be released on the Closing Date; provided that with respect to any such Collateral the security interest in which may not be perfected by filing of a UCC financing statement or by possession of certificated Capital Stock of the Parent Borrower or its Domestic Subsidiaries (to the extent constituting Collateral) (provided that certificated Capital Stock of the Waterworks Business and its Subsidiaries will only be required to be delivered on the Closing Date to the extent received from the Sellers, so long as the Borrower Representative has used commercially reasonable efforts to obtain them on the Closing Date), if perfection of the Collateral Agent’s security interest in such Collateral may not be accomplished on or before the Closing Date after the applicable Loan Party’s commercially reasonable efforts to do so, then delivery of documents and instruments for perfection of such security interest shall not constitute a condition precedent to the initial borrowings hereunder if the applicable Loan Party agrees to deliver or cause to be delivered such documents and instruments, and take or cause to be taken such other actions as may be reasonably necessary to perfect such security interests in accordance with Subsection 7.12 and otherwise granted pursuant to arrangements to be mutually agreed by the applicable Loan Party and the Administrative Agent acting reasonably, but in no event later than the 91st day after the Closing Date (unless otherwise agreed by the Administrative Agent in its sole discretion)this Agreement.

Perfected Liens. The Collateral Agent shall have obtained a valid security interest in the Collateral covered by the Guarantee and Collateral Agreement (to the extent and with the priority contemplated therein and in the ABL/Term Loan Intercreditor Agreement); and all documents, instruments, filings filings, and recordations reasonably necessary in connection with the perfection and, in the case of the filings with the United States U.S. Patent and Trademark Office and the United States U.S. Copyright Office, protection of such security interests shall have been executed and delivered or made, or shall be delivered or made substantially concurrently with the initial funding pursuant to the Debt Financing under the Loan Documents pursuant to arrangements reasonably satisfactory to the Administrative Agent Agent, or, in the case of filings under the Uniform Commercial Code of each applicable jurisdictionUCC filings, written authorization to make such UCC filings shall have been delivered to the Collateral Agent, and none of such Collateral shall be subject to any other pledges or pledges, security interests or mortgages except for Permitted Liens or pledges or pledges, security interests or mortgages to be released on the Closing Date; provided that with respect to any such Collateral the security interest in which may not be perfected by the filing of a UCC financing statement or by possession of certificated Capital Stock of the Parent Borrower or its Domestic Subsidiaries (to the extent constituting Collateral) (provided that certificated Capital Stock of the Waterworks Business and its Subsidiaries will only be required to be delivered on the Closing Date to the extent received from the Sellers, so long as the Borrower Representative has used commercially reasonable efforts to obtain them on the Closing Date), if perfection of the Collateral Agent’s security interest in such Collateral may not be accomplished on or before the Closing Date after the applicable Loan Party’s use of commercially reasonable efforts to do so, then delivery of documents and instruments for perfection of such security interest shall not constitute a condition precedent to the initial borrowings hereunder if the applicable Loan Party agrees to deliver or cause to be delivered such documents and instrumentsinstruments (including Mortgages, if any), and take or cause to be taken such other actions as may be reasonably necessary to perfect such security interests in accordance with Subsection subsection 7.12 and otherwise pursuant to arrangements to be mutually agreed by the applicable Loan Party and the Administrative Agent acting reasonably, but in no event later than the 91st day after the Closing Date (except as provided in clause (j) below) (in each case, unless otherwise agreed by the Administrative Agent in its sole discretion).

Perfected Liens. (i) The Collateral Agent shall have obtained (or, in the case of Collateral of Holdings, shall obtain, substantially concurrently with the satisfaction of the other conditions precedent set forth in this subsection 6.1) a valid security interest in the Collateral covered by the U.S. Guarantee and Collateral Agreement and the Mortgages (to the extent and with the priority contemplated therein and in the ABL/Term Loan Intercreditor Agreementtherein); and all documents, instruments, filings filings, recordations and recordations searches reasonably necessary in connection with the perfection and, in the case of the filings with the United States Patent and Trademark Office and the United States Copyright Office, protection of such security interests shall have been executed and delivered or made, or shall be delivered or made substantially concurrently with the initial funding pursuant to the Debt Financing under the Loan Documents pursuant to arrangements reasonably satisfactory to the Administrative Agent or, in the case of filings under the Uniform Commercial Code of each applicable jurisdictionUCC filings, written authorization to make such UCC filings shall have been delivered to the Collateral Agent, and none of such Collateral shall be subject to any other pledges or pledges, security interests or mortgages except for Permitted Liens or pledges or security interests to (or, in the case of Collateral of Holdings, shall be released on executed and/or delivered substantially concurrently with the Closing Datesatisfaction of the other conditions precedent set forth in this subsection 6.1); provided that with respect to any such Collateral collateral the security interest in which may not be perfected by filing of a UCC financing statement or by possession of certificated Capital Stock of making a filing with the Parent Borrower United States Patent and Trademark Office or its Domestic Subsidiaries (to the extent constituting Collateral) (provided that certificated Capital Stock of the Waterworks Business and its Subsidiaries will only be required to be delivered on the Closing Date to the extent received from the Sellers, so long as the Borrower Representative has used commercially reasonable efforts to obtain them on the Closing Date)United States Copyright Office, if perfection of the Collateral Agent’s security interest in such Collateral collateral may not be accomplished on or before the Closing Date after the applicable Loan Party’s commercially reasonable efforts to do sowithout undue burden or expense, then delivery of documents and instruments for perfection of such security interest shall not constitute a condition precedent to the initial borrowings hereunder if hereunder. (ii) The Canadian Collateral Agent shall have obtained a valid security interest in the applicable Loan Party agrees to deliver or cause to be delivered such documents Collateral covered by the Canadian Guarantee and Collateral Agreement (with the priority contemplated therein); and all documents, instruments, filings, recordations and take or cause to be taken such other actions as may be searches reasonably necessary to perfect in connection with the perfection and, in the case of the filings with the Canadian Intellectual Property Office, protection of such security interests shall have been executed and delivered or made or, in accordance the case of PPSA filings, written authorization to make such PPSA filings shall have been delivered to the Canadian Collateral Agent, and none of such collateral shall be subject to any other pledges, security interests or mortgages except for Permitted Liens; provided that with Subsection 7.12 and otherwise pursuant respect to arrangements to any such Collateral the security interest in which may not be mutually agreed perfected by filing or a PPSA financing statement or by making a filing with the applicable Loan Party and Canadian Intellectual Property Office, if perfection of the Administrative Agent acting reasonably, but Canadian Collateral Agent’s security interest in no event later than the 91st day after such collateral may not be accomplished on or before the Closing Date (unless otherwise agreed by without undue burden or expense, then delivery of documents and instruments for perfection of such security interest shall not constitute a condition precedent to the Administrative Agent in its sole discretion)initial borrowings hereunder.

Perfected Liens. The Collateral Agent shall have obtained a valid security interest in the Collateral covered by the Guarantee and Collateral interests granted pursuant to this Agreement (to a) upon completion of the extent and with the priority contemplated therein and in the ABL/Term Loan Intercreditor Agreement); and all documents, instruments, filings and recordations reasonably necessary other actions specified on Schedule B of the Disclosure Letter (which filings and other documents referred to on Schedule B of the Disclosure Letter, have been delivered to Secured Creditor in completed form, except for the Control Agreements in connection with the Deposit Account and securities account listed on Schedule F of the Disclosure Letter, which the Borrower shall use commercially reasonable efforts to deliver within 90 days of the date hereof) will constitute valid second priority (other than with respect to each of the US Insulin Inventory and the Valencia Facility, which shall have first priority) perfected security interests in all of the Collateral (other than with respect to the perfection andof the security interest granted in Excluded Accounts) in favor of Secured Creditor as collateral security for the Secured Obligations, enforceable in accordance with the terms hereof and in accordance with the terms of the Promissory Note and (b) shall be prior to all other Liens on the Collateral except for Permitted Liens having priority over Secured Creditor’s Lien by operation of law or permitted pursuant to the Promissory Note upon (i) in the case of all pledged Certificated Securities, Pledged Notes, Pledged Equity and other pledged Investment Property, in each case in certificated form, the filings with the United States Patent and Trademark Office and the United States Copyright Office, protection delivery thereof to Secured Creditor of such security interests shall have been executed pledged certificated stock, Pledged Notes, Pledged Equity and delivered other pledged Investment Property consisting of instruments and certificates, in each case properly endorsed for transfer to Secured Creditor or made, or shall be delivered or made substantially concurrently with the initial funding pursuant to the Debt Financing under the Loan Documents pursuant to arrangements reasonably satisfactory to the Administrative Agent or, in blank and (ii) in the case of filings under all other pledged instruments and tangible chattel paper that are not pledged certificated stock, Pledged Notes, Pledged Equity and other pledged Investment Property, the Uniform Commercial Code of each applicable jurisdiction, written authorization delivery thereof to make such filings shall have been delivered to the Collateral Agent, and none Secured Creditor of such Collateral shall be subject to any other pledges or security interests except for Permitted Liens or pledges or security interests to be released on the Closing Date; provided that with respect to any such Collateral the security interest instruments and tangible chattel paper. Except as set forth in which may not be perfected this Section 4.2 and Section 7.20, all actions by filing of a UCC financing statement or by possession of certificated Capital Stock of the Parent Borrower or its Domestic Subsidiaries (to the extent constituting Collateral) (provided that certificated Capital Stock of the Waterworks Business and its Subsidiaries will only be required to be delivered on the Closing Date to the extent received from the Sellers, so long as the Borrower Representative has used commercially reasonable efforts to obtain them on the Closing Date), if perfection of the Collateral Agent’s security interest in such Collateral may not be accomplished on or before the Closing Date after the applicable Loan Party’s commercially reasonable efforts to do so, then delivery of documents and instruments for perfection of such security interest shall not constitute a condition precedent to the initial borrowings hereunder if the applicable Loan Party agrees to deliver or cause to be delivered such documents and instruments, and take or cause to be taken such other actions as may be reasonably each Grantor necessary to perfect such the Lien granted hereunder on the Collateral have been duly taken. As of the date hereof, the filings and other actions specified on Schedule B of the Disclosure Letter constitute all of the filings and other actions necessary to perfect all security interests in accordance with Subsection 7.12 and otherwise pursuant to arrangements to be mutually agreed by the applicable Loan Party and the Administrative Agent acting reasonably, but in no event later than the 91st day after the Closing Date (unless otherwise agreed by the Administrative Agent in its sole discretion)granted hereunder.

Perfected Liens. The Collateral Agent shall have obtained a valid security interest in the Collateral covered by the Guarantee and Collateral Agreement (to the extent and with the priority contemplated therein and in the ABL/Term Loan Intercreditor Agreement); and all documents, instruments, filings and recordations reasonably necessary in connection with the perfection and, in the case of the filings with the United States Patent and Trademark Office and the United States Copyright Office, protection of such security interests shall have been executed and delivered or made, or shall be delivered or made substantially concurrently with the initial funding pursuant to the Debt Financing under the Loan Documents pursuant to arrangements reasonably satisfactory to the Administrative Agent or, in the case of filings under the Uniform Commercial Code of each applicable jurisdictionUCC filings, written authorization to make such UCC filings shall have been delivered to the Collateral Agent, and none of such Collateral shall be subject to any other pledges or pledges, security interests or mortgages except for Permitted Liens or pledges or pledges, security interests or mortgages to be released on the Closing Date; provided that with respect to any such Collateral the security interest in which may not be perfected by filing of a UCC financing statement or by possession of certificated Capital Stock of the Parent Borrower or its Domestic Subsidiaries (to the extent constituting Collateral) (provided that certificated Capital Stock of the Waterworks Business and its Subsidiaries will only be required to be delivered on the Closing Date to the extent received from the Sellers, so long as the Borrower Representative has used commercially reasonable efforts to obtain them on the Closing Date), if perfection of the Collateral Agent’s security interest in such Collateral may not be accomplished on or before the Closing Date after the applicable Loan Party’s commercially reasonable efforts to do so, then delivery of documents and instruments for perfection of such security interest shall not constitute a condition precedent to the initial borrowings hereunder if the applicable Loan Party agrees to deliver or cause to be delivered such documents and instruments, and take or cause to be taken such other actions as may be reasonably necessary to perfect such security interests in accordance with Subsection 7.12 7.13 and otherwise pursuant to arrangements to be mutually agreed by the applicable Loan Party and the Administrative Agent acting reasonably, but in no event later than the 91st day after the Closing Date (in each case, unless otherwise agreed by the Administrative Agent in its sole discretion) (and, in the case of real property, no later than the 121st day after the Closing Date, unless otherwise agreed by the Administrative Agent in its sole discretion).

Perfected Liens. The (i) Except as set forth on Schedule 7.15, the Collateral Agent shall have obtained a valid security interest in the Collateral covered by the Guarantee and Collateral Agreement (to the extent and with the priority contemplated therein and in the ABL/Term Loan Intercreditor Security Agreement); and all documents, instruments, filings filings, recordations and recordations searches reasonably necessary in connection with the perfection (to the extent required by the terms of any Loan Document) and, in the case of the filings with the United States Patent and Trademark Office and the United States Copyright Office, protection of such security interests shall have been executed and delivered or made, or shall be delivered or made substantially concurrently with the initial funding pursuant to the Debt Financing under the Loan Documents pursuant to arrangements reasonably satisfactory to the Administrative Agent or, in the case of filings under the Uniform Commercial Code of each applicable jurisdictionUCC filings, written authorization to make such UCC filings shall have been delivered to the Collateral Agent. (ii) The Collateral Agent shall have received (A) the Certificated Securities pledged pursuant to the Security Agreement, together with an undated stock power for each such Certificated Security executed in blank by a duly Authorized Officer of the pledgor thereof, and none of such Collateral shall be subject to any other pledges or security interests except for Permitted Liens or pledges or security interests (B) each promissory note (if any) required to be released on pledged to the Closing Date; provided that with respect Collateral Agent pursuant to the Security Agreement endorsed (without recourse) in blank (or accompanied by an executed transfer form in blank) by the pledgor thereof. Notwithstanding the foregoing, to the extent any such Collateral the security interest in which may any Collateral is not or cannot be provided and/or perfected by filing of a UCC financing statement or by possession of certificated Capital Stock of the Parent Borrower or its Domestic Subsidiaries (to the extent constituting Collateral) (provided that certificated Capital Stock of the Waterworks Business and its Subsidiaries will only be required to be delivered on the Closing Date to (other than the extent received from pledge and perfection of the Sellers, so long as security interests in the Certificated Securities of the Borrower Representative has used and any other direct or indirect Domestic Subsidiary of Holdings which are required to be pledged hereunder or under any other Loan Document, assets with respect to which a lien may be perfected by the filing of a financing statement under the UCC or the filing of customary “short form” intellectual property filings with the United States Patent and Trademark Office or the United States Copyright Office) after commercially reasonable efforts of Holdings and the Borrower to obtain them on do so without undue burden or expense, then the Closing Date), if provision and/or perfection of the Collateral Agent’s a security interest in such Collateral may not be accomplished on or before the Closing Date after the applicable Loan Party’s commercially reasonable efforts to do so, then delivery of documents and instruments for perfection of such security interest shall not constitute a condition precedent to the initial borrowings hereunder if availability of the applicable Loan Party agrees to deliver Initial Term Loans or cause Revolving Loans on the Closing Date, but instead shall be required to be delivered such documents and instruments, and take or cause to be taken such other actions as may be reasonably necessary to perfect such security interests in accordance with Subsection 7.12 and otherwise pursuant to arrangements to be mutually agreed by the applicable Loan Party and the Administrative Agent acting reasonably, but in no event later not more than the 91st day 90 days after the Closing Date (unless otherwise agreed as such period may be extended by the Administrative Collateral Agent in its sole reasonable discretion).

Perfected Liens. The Collateral Agent shall have obtained a valid security interest in the Collateral covered by the Guarantee and Collateral Agreement and the Non-U.S. Pledge Agreements (to the extent and with the priority contemplated therein and in the ABL/Term Loan Intercreditor Agreement); and all documents, instruments, filings and recordations reasonably necessary in connection with the perfection and, in the case of the filings with the United States Patent and Trademark Office and the United States Copyright Office, protection of such security interests shall have been executed and delivered or made, or shall be delivered or made substantially concurrently with the initial funding pursuant to the Debt Financing under the Loan Documents pursuant to arrangements reasonably satisfactory to the Administrative Agent or, in the case of filings under the Uniform Commercial Code of each applicable jurisdictionUCC filings, written authorization to make such UCC filings shall have been delivered to the Collateral Agent, and none of such Collateral shall be subject to any other pledges or pledges, security interests or mortgages except for Permitted Liens or pledges or pledges, security interests or mortgages to be released on the Closing Date; provided that with respect to any such Collateral the security interest in which may not be perfected by filing of a UCC financing statement or by possession of certificated Capital Stock of the Parent Borrower or its Domestic Subsidiaries (to the extent constituting Collateral) (provided that certificated Capital Stock of the Waterworks Business and its Subsidiaries will only be required to be delivered on the Closing Date to the extent received from the Sellers, so long as the Borrower Representative has used commercially reasonable efforts to obtain them on the Closing Date)statement, if perfection of the Collateral Agent’s security interest in such Collateral may not be accomplished on or before the Closing Date after the applicable Loan Party’s commercially reasonable efforts to do so, then delivery of documents and instruments for perfection of such security interest shall not constitute a condition precedent to the initial borrowings hereunder if the applicable Loan Party agrees to deliver or cause to be delivered such documents and instruments, and take or cause to be taken such other actions as may be reasonably necessary to perfect such security interests in accordance with Subsection 7.12 7.13 and otherwise pursuant to arrangements to be mutually agreed by the applicable Loan Party and the Administrative Agent acting reasonably, but in no event later than the 91st day (or the 31st day, in the case of certificated Capital Stock of U.S. Subsidiaries of the Parent Borrower) after the Closing Date (in each case, unless otherwise agreed by the Administrative Agent in its sole discretion) (and, in the case of real property, no later than the 121st day after the Closing Date, unless otherwise agreed by the Administrative Agent in its sole discretion).

Perfected Liens. The Collateral Agent shall have obtained a valid security interest in the Collateral covered by the Guarantee and Collateral Agreement (to the extent and with the priority contemplated therein and in the ABL/Term Loan Intercreditor Agreement); and all documents, instruments, filings filings, recordations and recordations searches reasonably necessary in connection with the perfection and, in the case of the filings with the United States Patent and Trademark Office and the United States Copyright Office, protection of such security interests shall have been executed and delivered or made, or shall be delivered or made substantially concurrently with the initial funding pursuant to the Debt Financing under the Loan Documents pursuant to arrangements reasonably satisfactory to the Administrative Agent or, in the case of filings under the Uniform Commercial Code of each applicable jurisdictionUCC filings, written authorization to make such UCC filings shall have been delivered to the Collateral Agent, and none of such Collateral shall be subject to any other pledges or pledges, security interests or mortgages except for Permitted Liens or pledges or security interests to be released on the Closing DateLiens; provided that with respect to any such Collateral collateral the security interest in which may not be perfected by filing of a UCC financing statement or by possession of certificated Capital Stock of the Parent Borrower or its Domestic Subsidiaries (to the extent constituting Collateral) (provided that certificated Capital Stock of the Waterworks Business and its Subsidiaries will only be required to be delivered on the Closing Date to the extent received from the Sellers, so long as the Borrower Representative has used commercially reasonable efforts to obtain them on the Closing Date)Stock, if perfection of the Collateral Agent’s security interest in such Collateral collateral may not be accomplished on or before the Closing Date after the applicable Loan Party’s commercially reasonable efforts to do so, then delivery of documents and instruments for perfection of such security interest shall not constitute a condition precedent to the initial borrowings hereunder if the applicable Loan Party agrees to deliver or cause to be delivered such documents and instruments, and take or cause to be taken such other actions as may be reasonably necessary to perfect such security interests in accordance with Subsection Subsections 7.12 and 7.13 and otherwise pursuant to arrangements to be mutually agreed by the applicable Loan Party and the Administrative Agent acting reasonably, but in no event later than the 91st day after the Closing Date (unless otherwise agreed by the Administrative Agent in its sole discretion) (and, in the case of Vehicles and related documentation, no later than the 365th day after the Closing Date with respect to Vehicles registered in the States of Hawaii or Connecticut and no later than the 181st day after the Closing Date for all other Vehicles, unless otherwise agreed by the Administrative Agent in its sole discretion).

Perfected Liens. The Collateral Agent shall have obtained a Subject to the terms of the Intercreditor Agreement, the security interests granted pursuant to this Agreement (i) upon completion of the filings and other actions specified on Schedule 2 (x) will constitute valid perfected security interest interests in all of the Collateral covered by (other than Intellectual Property) in favor of the Guarantee Collateral Agent, for the ratable benefit of the Secured Parties, as collateral security for such Grantor’s Obligations, enforceable in accordance with the terms hereof against all creditors of such Grantor and any Persons purporting to purchase any Collateral Agreement (from such Grantor, to the extent and a security interest therein may be perfected by filing, recording or registration in the United States pursuant to the New York UCC, (y) will constitute valid perfected security interests in all of the Collateral consisting of Intellectual Property in favor of the Collateral Agent, for the ratable benefit of the Secured Parties, as collateral security for such Grantor’s Obligations, enforceable in accordance with the priority contemplated terms hereof against all creditors of such Grantor and any Persons purporting to purchase any Collateral from such Grantor, to the extent a security interest therein and may be perfected by filings to be made in the ABL/Term Loan Intercreditor Agreement); and all documents, instruments, filings and recordations reasonably necessary in connection with the perfection and, in the case of the filings with the United States Patent and Trademark Office and the United States Copyright Office, protection and (z) will constitute valid perfected security interests in each Collateral Deposit Account in favor of the Collateral Agent, for the ratable benefit of the Secured Parties, as collateral security for such Grantor’s Obligations, enforceable in accordance with the terms hereof upon the Collateral Agent obtaining “control” of such Collateral Deposit Account for purposes of the New York UCC, to the extent a security interests shall have been executed and delivered or made, or shall interest therein may be delivered or made substantially concurrently with the initial funding perfected by obtaining “control” pursuant to the Debt New York UCC, and (ii) are prior to all other Liens on the Collateral in existence on the date hereof except for Liens permitted by the Financing Documents which have priority over the Liens on the Collateral by operation of law (including the priority rules under the Loan Documents pursuant to arrangements reasonably satisfactory to the Administrative Agent orNew York UCC) or which, in the case of filings under Collateral consisting of Pledged Equity and Pledged Debt, are Liens created by the Uniform Commercial Code of each applicable jurisdictionFirst-Lien Documents, written authorization to make such filings shall have been delivered or are nonconsensual Liens permitted pursuant to the Collateral Agent, and none of such Collateral shall Financing Documents to be subject prior to any other pledges or the security interests except for Permitted Liens granted pursuant to this Agreement or pledges or which, in the case of Collateral other than Pledged Equity and Pledged Debt, are permitted pursuant to the Financing Documents to be prior to the security interests to be released on the Closing Date; provided that with respect to any such Collateral the security interest in which may not be perfected by filing of a UCC financing statement or by possession of certificated Capital Stock of the Parent Borrower or its Domestic Subsidiaries (to the extent constituting Collateral) (provided that certificated Capital Stock of the Waterworks Business and its Subsidiaries will only be required to be delivered on the Closing Date to the extent received from the Sellers, so long as the Borrower Representative has used commercially reasonable efforts to obtain them on the Closing Date), if perfection of the Collateral Agent’s security interest in such Collateral may not be accomplished on or before the Closing Date after the applicable Loan Party’s commercially reasonable efforts to do so, then delivery of documents and instruments for perfection of such security interest shall not constitute a condition precedent to the initial borrowings hereunder if the applicable Loan Party agrees to deliver or cause to be delivered such documents and instruments, and take or cause to be taken such other actions as may be reasonably necessary to perfect such security interests in accordance with Subsection 7.12 and otherwise granted pursuant to arrangements to be mutually agreed by the applicable Loan Party and the Administrative Agent acting reasonably, but in no event later than the 91st day after the Closing Date (unless otherwise agreed by the Administrative Agent in its sole discretion)this Agreement.

Perfected Liens. The (a) This Agreement is effective to create, as collateral security for the Obligations of such Grantor, valid and enforceable Liens on such Grantor’s Security Collateral in favor of the Revolving Collateral Agent shall have obtained for the benefit of the Secured Parties, except as enforceability may be affected by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditor’s rights generally, general equitable principles (whether considered in a valid proceeding in equity or at law) and an implied covenant of good faith and fair dealing. (b) Except with regard to (i) Liens (if any) on Specified Assets and (ii) any rights reserved in favor of the United States government as required by law (if any), upon the completion of the Filings and the delivery to and continuing possession by the Revolving Collateral Agent or the Term Loan Collateral Agent acting as agent of the Revolving Collateral Agent for purposes of perfection, as applicable, in accordance with the Intercreditor Agreement, of all Instruments, Chattel Paper and Documents a security interest in which is perfected by possession, and the obtaining and maintenance of “control” (as described in the Code) by the Revolving Collateral Agent or the Term Loan Collateral Agent acting as agent of the Revolving Collateral Agent for purposes of perfection, as applicable (or their respective agents appointed for purposes of perfection), in accordance with the Intercreditor Agreement of the Collateral covered Proceeds Account, Electronic Chattel Paper and Letter of Credit Rights a security interest in which is perfected by “control” and in the Guarantee case of Commercial Tort Actions (other than such Commercial Tort Actions listed on Schedule 7 on the date of this Agreement), the taking of the actions required by subsection 5.2.12 herein, the Liens created pursuant to this Agreement will constitute valid Liens on and Collateral Agreement (to the extent provided herein) perfected security interests in such Grantor’s Security Collateral in favor of the Revolving Collateral Agent for the benefit of the Secured Parties, and with will be prior to all other Liens of all other Persons other than Permitted Liens, and enforceable as such as against all other Persons other than Ordinary Course Transferees, except to the priority contemplated therein and in extent that the ABL/recording of an assignment or other transfer of title to the Revolving Collateral Agent or the Term Loan Intercreditor Agreement); and all documents, instruments, filings and recordations reasonably necessary Collateral Agent or the recording of other applicable documents in connection with the perfection and, in the case of the filings with the United States Patent and Trademark Office and the or United States Copyright OfficeOffice may be necessary for perfection or enforceability, protection and except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of such security interests creditors’ rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law) or by an implied covenant of good faith and fair dealing. As used in this subsection 4.2.2(b), the following terms shall have been executed and delivered or made, or shall be delivered or made substantially concurrently with the initial funding pursuant to the Debt Financing under the Loan Documents pursuant to arrangements reasonably satisfactory to the Administrative Agent or, in the case of filings under the Uniform Commercial Code of each applicable jurisdiction, written authorization to make such filings shall have been delivered to the Collateral Agent, and none of such Collateral shall be subject to any other pledges or security interests except for Permitted Liens or pledges or security interests to be released on the Closing Date; provided that with respect to any such Collateral the security interest in which may not be perfected by filing of a UCC financing statement or by possession of certificated Capital Stock of the Parent Borrower or its Domestic Subsidiaries (to the extent constituting Collateral) (provided that certificated Capital Stock of the Waterworks Business and its Subsidiaries will only be required to be delivered on the Closing Date to the extent received from the Sellers, so long as the Borrower Representative has used commercially reasonable efforts to obtain them on the Closing Date), if perfection of the Collateral Agent’s security interest in such Collateral may not be accomplished on or before the Closing Date after the applicable Loan Party’s commercially reasonable efforts to do so, then delivery of documents and instruments for perfection of such security interest shall not constitute a condition precedent to the initial borrowings hereunder if the applicable Loan Party agrees to deliver or cause to be delivered such documents and instruments, and take or cause to be taken such other actions as may be reasonably necessary to perfect such security interests in accordance with Subsection 7.12 and otherwise pursuant to arrangements to be mutually agreed by the applicable Loan Party and the Administrative Agent acting reasonably, but in no event later than the 91st day after the Closing Date (unless otherwise agreed by the Administrative Agent in its sole discretion).following meanings:

Perfected Liens. The Collateral Agent shall have obtained a valid security interest in the Collateral covered by the Guarantee and Collateral interests granted pursuant to this Agreement (to a) upon completion of the extent and with the priority contemplated therein and in the ABL/Term Loan Intercreditor Agreement); and all documents, instruments, filings and recordations reasonably necessary in connection with other actions specified on Schedule 4.2(a) within the perfection andtime periods prescribed by applicable law (all of which, in the case of all filings and other documents listed on such schedule, have been delivered to the filings Collateral Trustee in duly completed and duly executed form, as applicable, and may be filed by or on behalf of the Collateral Trustee at any time) and payment of all filing fees, will constitute valid, perfected security interests (with respect to Intellectual Property, if and to the extent perfection may be achieved by the filing of UCC financing statements and/or security agreements in the United States Patent and Trademark Office and the United States Copyright Office, protection of such security interests shall have been executed and delivered or made, or shall be delivered or made substantially concurrently with the initial funding pursuant to the Debt Financing under the Loan Documents pursuant to arrangements reasonably satisfactory to the Administrative Agent or, ) in the case of filings under the Uniform Commercial Code of each applicable jurisdiction, written authorization to make such filings shall have been delivered to the Collateral Agent, and none of such Collateral shall be subject to any other pledges or security interests except for Permitted Liens or pledges or security interests to be released on the Closing Date; provided that with respect to any such Collateral the security interest in which may not be perfected by filing of a UCC financing statement or by possession of certificated Capital Stock of the Parent Borrower or its Domestic Subsidiaries (to the extent constituting Collateral) (provided that certificated Capital Stock of the Waterworks Business and its Subsidiaries will only be required to be delivered on the Closing Date to the extent received from the Sellers, so long as the Borrower Representative has used commercially reasonable efforts to obtain them on the Closing Date), if perfection all of the Collateral Agent(subject to the Excluded Perfection Actions) in favor of the Collateral Trustee, for the benefit of the Secured Parties, as collateral security for the Priority Lien Obligations and the Second Lien Obligations, enforceable in accordance with the terms hereof and of the Collateral Trust Agreement; provided, however, that additional filings may be necessary to perfect the Collateral Trustee’s security interest in such Collateral may not be accomplished on or before the Closing Date after the applicable Loan Party’s commercially reasonable efforts to do so, then delivery of documents and instruments for perfection of such security interest shall not constitute any Intellectual Property acquired by a condition precedent to the initial borrowings hereunder if the applicable Loan Party agrees to deliver or cause to be delivered such documents and instruments, and take or cause to be taken such other actions as may be reasonably necessary to perfect such security interests in accordance with Subsection 7.12 and otherwise pursuant to arrangements to be mutually agreed by the applicable Loan Party and the Administrative Agent acting reasonably, but in no event later than the 91st day Grantor after the Closing Date Date, (unless otherwise agreed b) are, to the extent that such Liens have been granted to the Collateral Trustee for the benefit of the Priority Lien Secured Parties, prior to all other Liens on the Collateral, except for prior Liens not prohibited by any of the Administrative Agent Secured Debt Documents, and (c) are, to the extent that such Liens have been granted to the Collateral Trustee for the benefit of the Second Lien Secured Parties, prior to all other Liens on the Collateral except for the prior Liens for the benefit of the Priority Lien Secured Parties and for Liens not prohibited by any of the Secured Debt Documents. Without limiting the foregoing, each Grantor has taken all actions necessary, including those specified in its sole discretion)Section 5.1, to establish the Collateral Trustee’s “control” (within the meanings of Sections 8-106 and 9-106 of the New York UCC) over any portion of the Investment Property constituting Certificated Securities and Uncertificated Securities; provided that the foregoing representation is subject to the Excluded Perfection Actions.

Perfected Liens. Each financing statement naming such Grantor as a debtor is in appropriate form for filing in the appropriate filing offices of the states specified on Schedule 4.6. The Security Interests granted pursuant to this Agreement (a) constitute valid and enforceable perfected security interests in all of the Collateral Agent in favor of the Collateral Agent, for the ratable benefit of itself and the other Holders, as collateral security for the Obligations, and (b): (1) when UCC financing statements containing an adequate description of the Collateral shall have obtained a valid been filed in the offices specified in Schedule 4.6, the Security Interests will constitute perfected security interests in all right, title and interest of such Grantor in the Collateral covered by the Guarantee and Collateral Agreement (to the extent that a security interest therein may be perfected by filing pursuant to the UCC, prior to all other Liens and rights of others therein except for Permitted Liens; (2) when each Intellectual Property Security Agreement has been filed with the priority contemplated therein applicable Governmental Authority, the Security Interests will constitute perfected security interests in all right, title and interest of such Grantor in the ABL/Term Loan Intercreditor Agreement)Intellectual Property therein described, prior to all other Liens and rights of others therein except for Permitted Liens; and all documents, instruments, filings and recordations reasonably necessary in connection with the perfection and, in the case of the filings with the United States Patent and Trademark Office and the United States Copyright Office, protection of such security interests shall have (3) when each control agreement has been executed and delivered or made, or shall be delivered or made substantially concurrently with the initial funding pursuant to the Debt Financing under the Loan Documents pursuant to arrangements reasonably satisfactory to the Administrative Agent or, in the case of filings under the Uniform Commercial Code of each applicable jurisdiction, written authorization to make such filings shall have been delivered to the Collateral Agent, the Security Interests will constitute perfected security interests in all right, title and none interest of such Collateral shall be Grantor in the Deposit Accounts and Securities Accounts, as applicable, subject thereto, prior to all other Liens and rights of others therein and subject to any other pledges or security interests no adverse claims except for Permitted Liens or pledges or security interests to be released on the Closing Date; provided that with respect to any such Collateral the security interest in which may not be perfected by filing of a UCC financing statement or by possession of certificated Capital Stock of the Parent Borrower or its Domestic Subsidiaries (to the extent constituting Collateral) (provided that certificated Capital Stock of the Waterworks Business and its Subsidiaries will only be required to be delivered on the Closing Date to the extent received from the Sellers, so long as the Borrower Representative has used commercially reasonable efforts to obtain them on the Closing Date), if perfection of the Collateral Agent’s security interest in such Collateral may not be accomplished on or before the Closing Date after the applicable Loan Party’s commercially reasonable efforts to do so, then delivery of documents and instruments for perfection of such security interest shall not constitute a condition precedent to the initial borrowings hereunder if the applicable Loan Party agrees to deliver or cause to be delivered such documents and instruments, and take or cause to be taken such other actions as may be reasonably necessary to perfect such security interests in accordance with Subsection 7.12 and otherwise pursuant to arrangements to be mutually agreed by the applicable Loan Party and the Administrative Agent acting reasonably, but in no event later than the 91st day after the Closing Date (unless otherwise agreed by the Administrative Agent in its sole discretion)Liens.

Perfected Liens. The (a) This Agreement is effective to create, as collateral security for the Obligations of such Grantor, valid and enforceable Liens on such Grantor’s Collateral in favor of the Collateral Agent shall have obtained for the benefit of the Secured Parties, except as enforceability may be affected by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors rights generally, general equitable principles (whether considered in a valid proceeding in equity or at law) and an implied covenant of good faith and fair dealing. (b) Except with regard to (i) Liens (if any) on Specified Assets and (ii) any rights in favor of the United States government as required by law (if any), upon the completion of the Filings and, with respect to Instruments, Chattel Paper and Documents upon the earlier of such Filing or the delivery to and continuing possession by the Collateral Agent, the applicable Collateral Representative or any Additional Agent, as applicable, in accordance with any applicable Intercreditor Agreement, of all Instruments, Chattel Paper and Documents a security interest in which is perfected by possession, and upon the obtaining and maintenance of “control” (as described in the Code) by the Collateral covered Agent, the Administrative Agent, the applicable Collateral Representative or any Additional Agent, as applicable (or their respective agents appointed for purposes of perfection), in accordance with any applicable Intercreditor Agreement of the Collateral Proceeds Account, all Electronic Chattel Paper and all Letter-of-Credit Rights a security interest in which is perfected by “control” and in the Guarantee case of Commercial Tort Actions (other than such Commercial Tort Actions listed on Schedule 6 on the date of this Agreement), upon the taking of the actions required by subsection 5.2.12, the Liens created pursuant to this Agreement will constitute valid Liens on and Collateral Agreement (to the extent provided herein) perfected security interests in such Grantor’s Collateral in favor of the Collateral Agent for the benefit of the Secured Parties, and with the priority contemplated therein will be prior to all other Liens of all other Persons securing Indebtedness other than Permitted Liens (and in the ABL/Term Loan subject to any applicable Intercreditor Agreement); , and enforceable as such as against all documentsother Persons other than Ordinary Course Transferees, instrumentsexcept to the extent that the recording of an assignment or other transfer of title to the Collateral Agent, filings and recordations reasonably necessary the Administrative Agent, the applicable Collateral Representative or any Additional Agent (in connection accordance with any applicable Intercreditor Agreement) or the perfection and, recording of other applicable documents in the case of the filings with the United States Patent and Trademark Office and the or United States Copyright OfficeOffice may be necessary for perfection or enforceability, protection and except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of such security interests creditors’ rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law) or by an implied covenant of good faith and fair dealing. As used in this subsection 4.2.2(b), the following terms shall have been executed and delivered or made, or shall be delivered or made substantially concurrently with the initial funding pursuant to the Debt Financing under the Loan Documents pursuant to arrangements reasonably satisfactory to the Administrative Agent or, in the case of filings under the Uniform Commercial Code of each applicable jurisdiction, written authorization to make such filings shall have been delivered to the Collateral Agent, and none of such Collateral shall be subject to any other pledges or security interests except for Permitted Liens or pledges or security interests to be released on the Closing Date; provided that with respect to any such Collateral the security interest in which may not be perfected by filing of a UCC financing statement or by possession of certificated Capital Stock of the Parent Borrower or its Domestic Subsidiaries (to the extent constituting Collateral) (provided that certificated Capital Stock of the Waterworks Business and its Subsidiaries will only be required to be delivered on the Closing Date to the extent received from the Sellers, so long as the Borrower Representative has used commercially reasonable efforts to obtain them on the Closing Date), if perfection of the Collateral Agent’s security interest in such Collateral may not be accomplished on or before the Closing Date after the applicable Loan Party’s commercially reasonable efforts to do so, then delivery of documents and instruments for perfection of such security interest shall not constitute a condition precedent to the initial borrowings hereunder if the applicable Loan Party agrees to deliver or cause to be delivered such documents and instruments, and take or cause to be taken such other actions as may be reasonably necessary to perfect such security interests in accordance with Subsection 7.12 and otherwise pursuant to arrangements to be mutually agreed by the applicable Loan Party and the Administrative Agent acting reasonably, but in no event later than the 91st day after the Closing Date (unless otherwise agreed by the Administrative Agent in its sole discretion).following meanings:

Perfected Liens. The Collateral security interests granted to the Administrative Agent shall have obtained a valid security interest in the Collateral covered by the Guarantee and Collateral pursuant to this Agreement (to a)(i)(x) as of the extent and with date hereof, upon completion of the priority contemplated therein and in the ABL/Term Loan Intercreditor Agreement); and all documents, instruments, filings and recordations reasonably necessary in connection with the perfection andother actions specified on Schedule 3 (which, in the case of all filings and other documents referred to on said Schedule, have been delivered (or satisfactory post-closing arrangements under the filings other Security Documents for the delivery thereof have been agreed) to the Administrative Agent in completed and duly (if applicable) executed form) with respect to the type of Collateral in which a security interest may be perfected by filing a financing statement under the Uniform Commercial Code as enacted in any relevant jurisdiction or by a filing of an Intellectual Property Security Agreement in the United States Patent and Trademark Office and or in the United States Copyright Office, protection or equivalent Governmental Authority in any other jurisdiction outside of such the United States, or (y) from and after the Closing Date, upon completion of any actions required to be taken pursuant to this Agreement, (ii) upon the possession of the Collateral in which a security interest may be perfected by possession, and (iii) upon the “control” (as defined in the Uniform Commercial Code as in effect in the applicable jurisdiction) over the type of Collateral in which a security interest may be perfected by “control”, will constitute valid perfected security interests shall have been executed and delivered or madein all of the Collateral in favor of the Administrative Agent, or shall be delivered or made substantially concurrently for the benefit of the Secured Parties, as collateral security for the Secured Obligations, enforceable in accordance with the initial funding pursuant terms hereof against any creditors of any Grantor and any Persons purporting to purchase any Collateral from any Grantor, and (b) are prior to all other Liens on the Debt Financing under Collateral in existence on the Loan Documents pursuant to arrangements reasonably satisfactory to date hereof except for Liens permitted by the Credit Agreement which have priority over the Liens of the Administrative Agent oron the Collateral (for the benefit of the Secured Parties) by operation of law, and in the case of filings under the Uniform Commercial Code of each applicable jurisdictionCollateral other than Pledged Collateral, written authorization to make such filings shall have been delivered to the Collateral Agent, and none of such Collateral shall be subject to any other pledges or security interests except for Permitted Liens or pledges or security interests to be released on the Closing Date; provided that with respect to any such Collateral the security interest in which may not be perfected permitted by filing of a UCC financing statement or by possession of certificated Capital Stock Section 7.3 of the Parent Borrower or its Domestic Subsidiaries (to the extent constituting Collateral) (provided that certificated Capital Stock of the Waterworks Business and its Subsidiaries will only be required to be delivered on the Closing Date to the extent received from the Sellers, so long as the Borrower Representative has used commercially reasonable efforts to obtain them on the Closing Date), if perfection of the Collateral Agent’s security interest in such Collateral may not be accomplished on or before the Closing Date after the applicable Loan Party’s commercially reasonable efforts to do so, then delivery of documents and instruments for perfection of such security interest shall not constitute a condition precedent to the initial borrowings hereunder if the applicable Loan Party agrees to deliver or cause to be delivered such documents and instruments, and take or cause to be taken such other actions as may be reasonably necessary to perfect such security interests in accordance with Subsection 7.12 and otherwise pursuant to arrangements to be mutually agreed by the applicable Loan Party and the Administrative Agent acting reasonably, but in no event later than the 91st day after the Closing Date (unless otherwise agreed by the Administrative Agent in its sole discretion)Credit Agreement.

Perfected Liens. The (i) If and when the Grantor acquires any Collateral, this Agreement will be effective to create, as collateral security for the Secured Obligations, valid and enforceable Liens on such Collateral Agent shall have obtained a valid security interest in favor of the Collateral covered by Agent, for the Guarantee ratable benefit of the Lenders. (ii) Except with regard to (A) Liens in Equipment constituting Fixtures, (B) Liens upon the Trademarks and Collateral Agreement (Trademark Licenses, which Liens, to the extent and with not otherwise perfected by the priority contemplated therein and in the ABL/Term Loan Intercreditor Agreement); and all documentsfiling of Uniform Commercial Code financing statements, instrumentswould, filings and recordations reasonably necessary in connection with the perfection and, or in the case of the filings with Trademark Licenses may, be perfected upon filing and acceptance thereof in the United States Patent and Trademark Office and in appropriate offices under applicable State trademark laws and (C) Liens on uncertificated securities, upon filing of the United States Copyright Office, protection of such security interests shall have been executed and delivered or made, or shall financing statement to be delivered or made substantially concurrently with the initial funding pursuant to the Debt Financing under the Loan Documents pursuant to arrangements reasonably satisfactory to the Administrative Agent or, in the case of filings under the Uniform Commercial Code of each applicable jurisdiction, written authorization to make such filings shall have been delivered to the Collateral AgentAgent by the Grantor promptly after the date hereof in the jurisdiction listed on Schedule 2 hereto (which financing statement will be in proper form for filing in such jurisdiction) (and the making of filings in any other jurisdiction as may be necessary under any Requirement of Law after the date hereof) and the delivery to, and none continuing possession by, the Agent of such Collateral shall be subject to any other pledges or security interests except for Permitted Liens or pledges or security interests to be released on the Closing Date; provided that with respect to any such Collateral the all Instruments, Chattel Paper and Documents, if any, a security interest in which may not be is perfected by filing of a UCC financing statement or by possession of certificated Capital Stock possession, the Liens created pursuant to this Agreement will constitute valid and perfected Liens on the Collateral, if any, in favor of the Parent Borrower Agent, for the ratable benefit of the Lenders, which Liens will be prior to all other Liens on such Collateral, except Liens permitted to exist on such Collateral pursuant to the Credit Agreement or its Domestic Subsidiaries the other Loan Documents, and which Liens will be enforceable as such against all creditors of and purchasers (except, with respect to goods only, buyers in the ordinary course of business to the extent constituting Collateralprovided in Section 9-307(1) (provided that certificated Capital Stock of the Waterworks Business and its Subsidiaries will only be required to be delivered on the Closing Date to the extent received Code) from the Sellers, so long as Grantor and against any owner or purchaser of the Borrower Representative has used commercially reasonable efforts to obtain them on real property where any of the Closing Date)Equipment, if perfection of the Collateral Agent’s security interest any, is located and any present or future creditor obtaining a Lien on such real property, except for enforcement against landlords and their mortgagees with respect to prior claims in such Collateral may not be accomplished on or before the Closing Date after the applicable Loan Party’s commercially reasonable efforts to do so, then delivery of documents and instruments for perfection of such security interest shall not constitute a condition precedent to the initial borrowings hereunder if the applicable Loan Party agrees to deliver or cause to be delivered such documents and instrumentsEquipment constituting Fixtures, and take or cause to be taken except as such other actions as enforcement may be reasonably necessary to perfect such security interests limited by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors' rights generally and by general equitable principles (whether considered in accordance with Subsection 7.12 and otherwise pursuant to arrangements to be mutually agreed by the applicable Loan Party and the Administrative Agent acting reasonably, but a proceeding in no event later than the 91st day after the Closing Date (unless otherwise agreed by the Administrative Agent in its sole discretionequity or at law).

Perfected Liens. The Except as may be affected by the laws of Japan with respect to the Collateral Agent shall have obtained a valid issued or held by API, the security interest interests granted in the Collateral covered by the Guarantee and Collateral pursuant to this Agreement (a) upon completion of the filings and other actions specified on Schedule 2 (which filings and other documents referred to on Schedule 2, have been delivered to Lenders in completed form) will constitute valid perfected security interests in all of the Grantors’ rights in the Collateral in favor of Lenders as collateral security for the Secured Obligations, enforceable in accordance with the terms hereof and in accordance with the terms of the Facility Agreement, to the extent such security interests can be perfected by the filing of UCC financing statements (and, with respect to Commercial Tort Claims, to the extent any Commercial Tort Claims are sufficiently identified herein), and with (b) shall be prior to all other Liens on the priority contemplated therein and Grantors’ rights in the ABL/Term Loan Collateral (other than (x) motor vehicles and (y) any Intellectual Property arising under laws other than those of the United States) except for Permitted Liens having priority over Lenders’ Lien by operation of law and/or pursuant to the Intercreditor Agreement); and all documents, instrumentsor permitted pursuant to the Facility Agreement, filings and recordations reasonably necessary in connection with the perfection and, upon (i) in the case of all Pledged Notes, Pledged Equity and other pledged Investment Property, the filings delivery thereof to Lenders of such Pledged Notes, Pledged Equity and other pledged Investment Property consisting of instruments and certificates, in each case properly endorsed for transfer to Lenders or in blank, (ii) in the case of all pledged Investment Property not in certificated form and Deposit Accounts, the execution of Control Agreements with respect to such Investment Property and Deposit Accounts, (iii) in the case of all other Instruments and Tangible Chattel Paper that are not Pledged Notes, Pledged Equity and other pledged Investment Property, the delivery thereof to Lenders of such Instruments and Tangible Chattel Paper, (iv) in the case of Letter-of-Credit Rights, the consent of the issuer of such Letter-of-Credit Rights, (v) in the case of Intellectual Property, to the extent not subject to Article 9 of the UCC, recordation of the security interests granted hereunder in such Intellectual Property in the applicable intellectual property registries, including but not limited to, the United States Patent and Trademark Office and the United States Copyright Office, protection of such security interests shall have been executed ; and delivered or made, or shall be delivered or made substantially concurrently with the initial funding pursuant to the Debt Financing under the Loan Documents pursuant to arrangements reasonably satisfactory to the Administrative Agent or, (vi) in the case of filings under the Uniform Commercial Code of each applicable jurisdictionMoney, written authorization to make such filings shall have been delivered to the Collateral Agent, and none upon Lenders taking possession of such Collateral shall be subject to any other pledges or security interests except for Permitted Liens or pledges or security interests to be released on the Closing Date; provided that with respect to any such Collateral the security interest in which may not be perfected by filing of a UCC financing statement or by possession of certificated Capital Stock Money. As of the Parent Borrower date hereof and except as set forth in this Section 4.2 or its Domestic Subsidiaries (to the extent constituting Collateral) (provided that certificated Capital Stock of the Waterworks Business and its Subsidiaries will only be as otherwise not required to be delivered on the Closing Date to the extent received from the Sellershereunder, so long as the Borrower Representative has used commercially reasonable efforts to obtain them on the Closing Date), if perfection of the Collateral Agent’s security interest in such Collateral may not be accomplished on or before the Closing Date after the applicable Loan Party’s commercially reasonable efforts to do so, then delivery of documents and instruments for perfection of such security interest shall not constitute a condition precedent to the initial borrowings hereunder if the applicable Loan Party agrees to deliver or cause to be delivered such documents and instruments, and take or cause to be taken such other all actions as may be reasonably by each Grantor necessary to perfect such security interests in accordance with Subsection 7.12 and otherwise pursuant to arrangements to be mutually agreed by the applicable Loan Party and Liens granted hereunder on the Administrative Agent acting reasonably, but in no event later than the 91st day after the Closing Date (unless otherwise agreed by the Administrative Agent in its sole discretion)Collateral have been duly taken.

Perfected Liens. The Collateral Agent shall have obtained (a) Each UCC financing statement naming any Grantor as a valid security interest in the Collateral covered by the Guarantee debtor and Collateral Agreement (to the extent and with the priority contemplated therein and in the ABL/Term Loan Intercreditor Agreement); and all documents, instruments, filings and recordations reasonably necessary in connection with the perfection and, in the case of the filings with the United States Patent and Trademark Office and the United States Copyright Office, protection of such security interests shall have been executed and delivered or made, or shall be delivered or made substantially concurrently with the initial funding pursuant to the Debt Financing under the Loan Documents pursuant to arrangements reasonably satisfactory to the Administrative Agent or, as secured party is in appropriate form for filing in the case appropriate offices of filings under the Uniform Commercial Code of each applicable jurisdiction, written authorization to make states specified on Schedule 3.3 (as such filings shall have been delivered to the Collateral Agent, and none of such Collateral schedule shall be subject updated from time to any other pledges or security interests except for Permitted Liens or pledges or security interests time pursuant to be released on the Closing Date; provided that with respect to any such Collateral the security interest in which may not be perfected by filing of a UCC financing statement or by possession of certificated Capital Stock of the Parent Borrower or its Domestic Subsidiaries (to the extent constituting CollateralSection 4.3) (provided that certificated Capital Stock of the Waterworks Business and its Subsidiaries will only be required to be delivered on the Closing Date to the extent received from the Sellers, so long as the Borrower Representative has used commercially reasonable efforts to obtain them on the Closing Date), if perfection contains an adequate description of the Collateral Agent’s for purposes of perfecting a security interest in such Collateral may not be accomplished on or before to the Closing Date after the applicable Loan Party’s commercially reasonable efforts to do so, then delivery of documents and instruments for perfection of such extent that a security interest shall not constitute a condition precedent therein may be perfected by filing pursuant to the initial borrowings hereunder if the applicable Loan Party agrees UCC. The Security Interests granted pursuant to deliver or cause to be delivered such documents this Agreement constitute valid and instruments, and take or cause to be taken such other actions as may be reasonably necessary to perfect such enforceable security interests in accordance with Subsection 7.12 all of the Collateral in favor of the Administrative Agent, for the benefit of the Secured Parties, as collateral security for the ADVA Obligations, subject to Permitted Liens. (b) When the aforementioned financing statements shall have been filed in the offices specified in Schedule 3.3, the Security Interest will constitute a perfected security interest in all right, title and otherwise interest of the applicable Grantor named as debtor in such financing statement in the Collateral described therein, and the power to transfer rights in such Collateral, in each case to the extent that a security interest therein may be perfected by filing pursuant to arrangements the UCC prior to be mutually agreed by all other Liens and rights of others therein, except for Permitted Liens. (c) When the applicable Loan Party Grantor shall have delivered any Instruments, Tangible Chattel Paper, money or Certificated Securities (together with an Effective Endorsement and Assignment in the case of Instruments and Certificated Securities) to the Administrative Agent, the Security Interest will constitute a perfected security interest in all right, title and interest of the applicable Grantor in such Instruments, Tangible Chattel Paper, money or Certificated Securities, and the power to transfer rights in such Instruments, Tangible Chattel Paper, money or Certificated Securities, prior to all other Liens and rights of others therein and subject to no adverse claims, except for Permitted Liens. (d) When the applicable Controlled Depositary, the Administrative Agent acting reasonablyand the applicable U.S. Grantor have entered into a Deposit Account Control Agreement with respect to each Deposit Account included in the U.S. Grantor Collateral, but the Security Interest will constitute a perfected security interest in all right, title and interest of the applicable U.S. Grantor in such Deposit Account, and the power to transfer rights in such Deposit Account, in each case prior to all other Liens and rights of others therein and subject to no event later than adverse claims, except for Permitted Liens. (e) When the 91st day after the Closing Date (unless otherwise agreed by applicable Controlled Intermediary, the Administrative Agent and the applicable U.S. Grantor have entered into a Securities Account Control Agreement with respect to each Securities Account included in its sole discretion)the U.S. Grantor Collateral, the Security Interest will constitute a perfected security interest in all right, title and interest of the applicable U.S. Grantor in such Securities Account, and the power to transfer rights in such Securities Account, in each case prior to all other Liens and rights of others therein and subject to no adverse claims, except for Permitted Liens.

Perfected Liens. The Collateral Agent shall have obtained a valid security interest in the Collateral covered by the Guarantee and Collateral interests granted pursuant to this Agreement (to a) upon completion of the extent and with the priority contemplated therein and in the ABL/Term Loan Intercreditor Agreement); and all documents, instruments, filings and recordations reasonably necessary other actions specified on Schedule B of the Disclosure Letter (which filings and other documents referred to on Schedule B of the Disclosure Letter, have been delivered to Secured Creditors in completed form, except for the Control Agreements in connection with the Deposit Account and securities account listed on Schedule F of the Disclosure Letter, which shall be delivered within 60 days of the date hereof) will constitute valid perfected security interests in all of the Collateral (other than with respect to the perfection andof the security interest granted in Excluded Accounts) in favor of Secured Creditors as collateral security for the Secured Obligations, enforceable in accordance with the terms hereof and in accordance with the terms of the Facility Agreement and Milestone Agreement and (b) shall be prior to all other Liens on the Collateral except for Permitted Liens having priority over Secured Creditors’ Lien by operation of law or permitted pursuant to the Facility Agreement upon (i) in the case of all pledged certificated stock, Pledged Notes, Pledged Equity and other pledged Investment Property, in each case in certificated form, the filings with the United States Patent and Trademark Office and the United States Copyright Office, protection delivery thereof to Secured Creditors of such security interests shall have been executed pledged certificated stock, Pledged Notes, Pledged Equity and delivered other pledged Investment Property consisting of instruments and certificates, in each case properly endorsed for transfer to Purchasers or made, or shall be delivered or made substantially concurrently with the initial funding pursuant to the Debt Financing under the Loan Documents pursuant to arrangements reasonably satisfactory to the Administrative Agent or, in blank and (ii) in the case of filings under all other pledged instruments and tangible chattel paper that are not pledged certificated stock, Pledged Notes, Pledged Equity and other pledged Investment Property, the Uniform Commercial Code of each applicable jurisdiction, written authorization delivery thereof to make such filings shall have been delivered to the Collateral Agent, and none Secured Creditors of such Collateral shall be subject to any other pledges or security interests except for Permitted Liens or pledges or security interests to be released on the Closing Date; provided that with respect to any such Collateral the security interest instruments and tangible chattel paper. Except as set forth in which may not be perfected this Section 4.2, all actions by filing of a UCC financing statement or by possession of certificated Capital Stock of the Parent Borrower or its Domestic Subsidiaries (to the extent constituting Collateral) (provided that certificated Capital Stock of the Waterworks Business and its Subsidiaries will only be required to be delivered on the Closing Date to the extent received from the Sellers, so long as the Borrower Representative has used commercially reasonable efforts to obtain them on the Closing Date), if perfection of the Collateral Agent’s security interest in such Collateral may not be accomplished on or before the Closing Date after the applicable Loan Party’s commercially reasonable efforts to do so, then delivery of documents and instruments for perfection of such security interest shall not constitute a condition precedent to the initial borrowings hereunder if the applicable Loan Party agrees to deliver or cause to be delivered such documents and instruments, and take or cause to be taken such other actions as may be reasonably each Grantor necessary to perfect such the Lien granted hereunder on the Collateral have been duly taken. As of the date hereof, the filings and other actions specified on Schedule B of the Disclosure Letter constitute all of the filings and other actions necessary to perfect all security interests in accordance with Subsection 7.12 and otherwise pursuant to arrangements to be mutually agreed by the applicable Loan Party and the Administrative Agent acting reasonably, but in no event later than the 91st day after the Closing Date (unless otherwise agreed by the Administrative Agent in its sole discretion)granted hereunder.

Perfected Liens. (i) The U.S. Collateral Agent shall have obtained a valid first priority security interest in the Collateral covered by the U.S. Guarantee and Collateral Agreement (to the extent and with the priority contemplated therein and in the ABL/Term Loan Intercreditor Agreementprovided therein); and all documents, instruments, filings filings, recordations and recordations searches reasonably necessary in connection with the perfection and, in the case of the filings with the United States U.S. Patent and Trademark Office and the United States U.S. Copyright Office, protection of such security interests shall have been executed and delivered or made, or shall be delivered or made substantially concurrently with the initial funding pursuant to the Debt Financing under the Loan Documents pursuant to arrangements reasonably satisfactory to the Administrative Agent or, (in the case of filings under the Uniform Commercial Code of each applicable jurisdictionUCC filings, written authorization to make such UCC filings shall have been delivered to the U.S. Collateral Agent, ) and none of such Collateral shall be subject to any other pledges or pledges, security interests or mortgages except for Permitted Liens or pledges or security interests to be released on the Closing DateLiens; provided that with respect to any such Collateral the security interest in which may not be perfected by filing of a UCC financing statement or by possession of certificated Capital Stock of making a filing with the Parent Borrower U.S. Patent and Trademark Office or its Domestic Subsidiaries (to the extent constituting Collateral) (provided that certificated Capital Stock of the Waterworks Business and its Subsidiaries will only be required to be delivered on the Closing Date to the extent received from the Sellers, so long as the Borrower Representative has used commercially reasonable efforts to obtain them on the Closing Date)U.S. Copyright Office, if perfection of the U.S. Collateral Agent’s 's security interest in such Collateral may not be accomplished on or before the Closing Date without undue burden or expense after the applicable Loan Party’s Parent Borrower's use of commercially reasonable efforts to do so, then delivery of documents and instruments for perfection of such security interest shall not constitute a condition precedent to the initial borrowings hereunder, but instead shall be required to be satisfied on or prior to the 60th day following the Closing Date or, with respect to (i) the requirements set forth in subsection 4.16, the 45th day following the Closing Date and (ii) Rental Equipment represented by a certificate of title, the 120th day following the Closing Date. (ii) The Canadian Collateral Agent shall have obtained a valid security interest in the Collateral covered by each Canadian Security Agreement (with the priority contemplated therein); and all documents, instruments, filings, recordations and searches reasonably necessary in connection with the perfection and, in the case of the filings with the Canadian Intellectual 120 Property Office, protection of such security interests shall have been executed and delivered or, in the case of PPSA filings, written authorization to make such PPSA filings shall have been delivered to the Canadian Collateral Agent, and none of such Collateral shall be subject to any other pledges, security interests or mortgages except for Permitted Liens; provided that with respect to any such collateral the security interest in which may not be perfected by filing of a PPSA financing statement or by making a filing with the Canadian Intellectual Property Office, if perfection of the Canadian Collateral Agent's security interest in such collateral may not be accomplished on or before the Closing Date without undue burden or expense after the Parent Borrower's use of commercially reasonable efforts to do so, then delivery of documents and instruments for perfection of such security interest shall not constitute a condition precedent to the initial borrowings hereunder if the applicable Loan Party agrees to deliver or cause but shall be required to be delivered such documents and instruments, and take satisfied on or cause prior to be taken such other actions as may be reasonably necessary to perfect such security interests in accordance with Subsection 7.12 and otherwise pursuant to arrangements to be mutually agreed by the applicable Loan Party and the Administrative Agent acting reasonably, but in no event later than the 91st 60th day after following the Closing Date (unless otherwise agreed by or, with respect to the Administrative Agent requirements set forth in its sole discretion)subsection 4.16, the 45th date following the Closing Date.

Perfected Liens. (a) The Collateral security interests granted to the First Lien Administrative Agent shall have obtained a valid security interest in the Collateral covered by the Guarantee and Collateral pursuant to this Agreement (to i) upon completion of the extent and with the priority contemplated therein and in the ABL/Term Loan Intercreditor Agreement); and all documents, instruments, filings and recordations reasonably necessary in connection with the perfection andother actions specified on Schedule 3 (which, in the case of the all filings with the United States Patent and Trademark Office and the United States Copyright Officeother documents referred to on said Schedule, protection of such security interests shall have been executed and delivered or made, or shall be delivered or made substantially concurrently with the initial funding pursuant to the Debt Financing under the Loan Documents pursuant to arrangements reasonably satisfactory to the Administrative Agent orin completed and duly executed form) will constitute valid perfected security interests (to the extent perfection may be effected by filing a financing statement) in all of the First Lien Collateral in favor of the First Lien Administrative Agent, for the ratable benefit of the First Lien Secured Parties, as collateral security for such Grantor's First Lien Obligations, enforceable in accordance with the terms hereof against all creditors of such Grantor and any Persons purporting to purchase any First Lien Collateral from such Grantor and (ii) are prior to all other Liens on the First Lien Collateral in existence on the date hereof except for unrecorded Liens permitted by the Credit Agreement which have priority over the Liens on the First Lien Collateral by operation of law, and in the case of Collateral other than Pledged Stock, Liens permitted by Section 8.3 and Section 9.3 of the Credit Agreement. (b) The security interests granted to the Second Lien Administrative Agent pursuant to this Agreement (i) upon completion of the filings and other actions specified on Schedule 3 (which, in the case of all filings under the Uniform Commercial Code of each applicable jurisdictionand other documents referred to on said Schedule, written authorization to make such filings shall have been delivered to the Collateral Agent, Administrative Agent in completed and none of such Collateral shall be subject to any other pledges or duly executed form) will constitute valid perfected security interests except for Permitted Liens or pledges or security interests to be released on the Closing Date; provided that with respect to any such Collateral the security interest in which may not be perfected by filing of a UCC financing statement or by possession of certificated Capital Stock of the Parent Borrower or its Domestic Subsidiaries (to the extent constituting Collateralperfection may be effected by filing a financing statement) (provided that certificated Capital Stock in all of the Waterworks Business and its Subsidiaries will only be required to be delivered on the Closing Date to the extent received from the Sellers, so long as the Borrower Representative has used commercially reasonable efforts to obtain them on the Closing Date), if perfection Second Lien Collateral in favor of the Collateral Second Lien Administrative Agent’s , for the ratable benefit of the Second Lien Secured Parties, as collateral security interest in for such Collateral may not be accomplished on or before the Closing Date after the applicable Loan Party’s commercially reasonable efforts to do soGrantor's Second Lien Obligations, then delivery of documents and instruments for perfection of such security interest shall not constitute a condition precedent to the initial borrowings hereunder if the applicable Loan Party agrees to deliver or cause to be delivered such documents and instruments, and take or cause to be taken such other actions as may be reasonably necessary to perfect such security interests enforceable in accordance with Subsection 7.12 the terms hereof against all creditors of such Grantor and otherwise pursuant any Persons purporting to arrangements purchase any Second Lien Collateral from such Grantor and (ii) are prior to be mutually agreed all other Liens on the Second Lien Collateral in existence on the date hereof except for (x) Liens securing the First Lien Obligations and (y) unrecorded Liens permitted by the applicable Loan Party Credit Agreement which have priority over the Liens on the Second Lien Collateral by operation of law, and in the Administrative Agent acting reasonablycase of Collateral other than Pledged Stock, but in no event later than Liens permitted by Section 8.3 and Section 9.3 of the 91st day after the Closing Date (unless otherwise agreed by the Administrative Agent in its sole discretion)Credit Agreement.

Perfected Liens. The Collateral Agent shall have obtained a valid security interest in the Collateral covered by the Guarantee and Collateral Agreement (to the extent and with the priority contemplated therein and in the ABL/Term Loan Intercreditor Agreement); and all documents, instruments, filings and recordations reasonably necessary in connection with the perfection and, in the case of the filings with the United States Patent and Trademark Office and the United States Copyright Office, protection of such security interests shall have been executed and delivered or made, or shall be delivered or made substantially concurrently with the initial funding pursuant to the Debt Financing under the Loan Documents pursuant to arrangements reasonably satisfactory to the Administrative Agent or, in the case of filings under the Uniform Commercial Code of each applicable jurisdictionUCC filings, written authorization to make such UCC filings shall have been delivered to the Collateral Agent, and none of such Collateral shall be subject to any other pledges or pledges, security interests or mortgages except for Permitted Liens or pledges or pledges, security interests or mortgages to be released on the Closing Date; provided that with respect to any such Collateral the security interest in which may not be perfected by filing of a UCC financing statement or by possession of certificated Capital Stock of the Parent Borrower or its Domestic Subsidiaries (to the extent constituting Collateral) (provided that certificated Capital Stock of the Waterworks Business PharMEDium and its Subsidiaries will only be required to be delivered on the Closing Date to the extent received from the SellersPharMEDium, so long as the Borrower Representative has used commercially reasonable best efforts to obtain them on the Closing Date), if perfection of the Collateral Agent’s security interest in such Collateral may not be accomplished on or before the Closing Date after the applicable Loan Party’s commercially reasonable efforts to do so, then delivery of documents and instruments for perfection of such security interest shall not constitute a condition precedent to the initial borrowings hereunder if the applicable Loan Party agrees to deliver or cause to be delivered such documents and instruments, and take or cause to be taken such other actions as may be reasonably necessary to perfect such security interests in accordance with Subsection 7.12 7.13 and otherwise pursuant to arrangements to be mutually agreed by the applicable Loan Party and the Administrative Agent acting reasonably, but in no event later than the 91st day (or the 31st day, in the case of certificated Capital Stock of the Borrower and the Subsidiaries) after the Closing Date (in each case, unless otherwise agreed by the Administrative Agent in its sole discretion) (and, in the case of real property, no later than the 121st day after the Closing Date, unless otherwise agreed by the Administrative Agent in its sole discretion).

Perfected Liens. The Collateral Agent shall have obtained a valid security interest in the Collateral covered by the Guarantee and Collateral Agreement (to the extent and with the priority contemplated therein and in the ABL/Term Loan Intercreditor Agreement); and all documents, instruments, filings and recordations reasonably necessary in connection with the perfection and, in the case of the filings with the United States Patent and Trademark Office and the United States Copyright Office, protection of such security interests shall have been executed and delivered or made, or shall be delivered or made substantially concurrently with the initial funding pursuant to of the Debt Financing under the Loan Documents pursuant to arrangements reasonably satisfactory to the Administrative Agent Initial Term Loans or, in the case of filings under the Uniform Commercial Code of each applicable jurisdictionUCC filings, written authorization to make such UCC filings shall have been delivered to the Collateral Agent, and none of such Collateral shall be subject to any other pledges or pledges, security interests or mortgages except for any permitted hereby (including Permitted Liens Liens) or pledges or pledges, security interests or mortgages to be released on the Closing Date; provided that with respect to any such Collateral the security interest in which may not be perfected by filing of a UCC financing statement or by possession of certificated Capital Stock of the Parent Borrower or its Domestic Subsidiaries (to the extent constituting Collateral) (provided that certificated Capital Stock of the Waterworks Business and its Subsidiaries will only be required to be delivered on the Closing Date to the extent received from the Sellers, so long as the Borrower Representative has used commercially reasonable efforts to obtain them on the Closing Date), if perfection of the Collateral Agent’s security interest in such Collateral may not be accomplished on or before the Closing Date after the applicable Loan Party’s commercially reasonable efforts to do so, then delivery of documents and instruments for perfection of such security interest shall not constitute a condition precedent to the initial borrowings hereunder if the applicable Loan Party agrees to deliver or cause to be delivered such documents and instruments, and take or cause to be taken such other actions as may be reasonably necessary to perfect such security interests in accordance with Subsection 7.12 7.13 and otherwise pursuant to arrangements to be mutually agreed by the applicable Loan Party and the Administrative Agent acting reasonably, but in no event later than the 91st day after the Closing Date (unless otherwise agreed by the Administrative Agent in its sole discretion) (and in the case of real property and the Mortgages, no later than the 121st day after the Closing Date unless otherwise agreed by the Administrative Agent in its sole discretion).

Perfected Liens. (i) The Collateral Agent shall have obtained a valid security interest in the Collateral covered by the U.S. Guarantee and Collateral Agreement and the Mortgages (to the extent and with the priority contemplated therein and in the ABL/Term Loan Intercreditor Agreementtherein); and all documents, instruments, filings filings, recordations and recordations searches reasonably necessary in connection with the perfection and, in the case of the filings with the United States U.S. Patent and Trademark Office and the United States U.S. Copyright Office, protection of such security interests shall have been executed and delivered or made, or shall be delivered or made substantially concurrently with the initial funding pursuant to the Debt Financing under the Loan Documents pursuant to arrangements reasonably satisfactory to the Administrative Agent ordelivered, in the case of filings under the Uniform Commercial Code of each applicable jurisdictionUCC filings, written authorization to make such UCC filings shall have been delivered to the Collateral Agent, and none of such Collateral collateral shall be subject to any other pledges or pledges, security interests or mortgages except for Permitted Liens or pledges or security interests to be released on the Closing DateLiens; provided that with respect to any such Collateral collateral the security interest in which may not be perfected by filing of a UCC financing statement or by possession of certificated Capital Stock of making a filing with the Parent Borrower U.S. Patent and Trademark Office or its Domestic Subsidiaries (to the extent constituting Collateral) (provided that certificated Capital Stock of the Waterworks Business and its Subsidiaries will only be required to be delivered on the Closing Date to the extent received from the Sellers, so long as the Borrower Representative has used commercially reasonable efforts to obtain them on the Closing Date)U.S. Copyright Office, if perfection of the Collateral Agent’s security interest in such Collateral collateral may not be accomplished on or before the Closing Date after the applicable Loan Party’s commercially reasonable efforts to do sowithout undue burden or expense, then delivery of documents and instruments for perfection of such security interest shall not constitute a condition precedent to the initial borrowings hereunder if hereunder. (ii) The Canadian Collateral Agent shall have obtained a valid security interest in the applicable Loan Party agrees to deliver or cause to be delivered such documents Collateral covered by the Canadian Guarantee and Collateral Agreement (with the priority contemplated therein); and all documents, instruments, filings, recordations and take or cause to be taken such other actions as may be searches reasonably necessary to perfect in connection with the perfection and, in the case of the filings with the Canadian Intellectual Property Office, protection of such security interests shall have been executed and delivered or, in accordance the case of PPSA filings, written authorization to make such PPSA filings shall have been delivered to the Canadian Collateral Agent, and none of such collateral shall be subject to any other pledges, security interests or mortgages except for Permitted Liens; provided that with Subsection 7.12 and otherwise pursuant respect to arrangements to any such collateral the security interest in which may not be mutually agreed perfected by filing of a PPSA financing statement or by making a filing with the applicable Loan Party and Canadian Intellectual Property Office, if perfection of the Administrative Agent acting reasonably, but Canadian Collateral Agent’s security interest in no event later than the 91st day after such collateral may not be accomplished on or before the Closing Date (unless otherwise agreed by without undue burden or expense, then delivery of documents and instruments for perfection of such security interest shall not constitute a condition precedent to the Administrative Agent in its sole discretion)initial borrowings hereunder.

Perfected Liens. The Collateral Agent shall have obtained a valid security interest in the Collateral covered by the Guarantee and Collateral Agreement (to the extent and with the priority contemplated therein and in the ABL/Term Loan Cash Flow Intercreditor Agreement); and all documents, instruments, filings and recordations reasonably necessary in connection with the perfection and, in the case of the filings with the United States Patent and Trademark Office and the United States Copyright Office, protection of such security interests shall have been executed and delivered or made, or shall be delivered or made substantially concurrently with the initial funding pursuant to the Debt Financing under the Loan Documents pursuant to arrangements reasonably satisfactory to the Administrative Agent or, in the case of filings under the Uniform Commercial Code of each applicable jurisdictionUCC filings, written authorization to make such UCC filings shall have been delivered to the Collateral Agent, and none of such Collateral shall be subject to any other pledges or pledges, security interests or mortgages except for Permitted Liens or pledges or pledges, security interests or mortgages to be released on the Closing Date; provided that with respect to any such Collateral the security interest in which may not be perfected by filing of a UCC financing statement or by possession of certificated Capital Stock of the Parent Borrower or its Domestic Subsidiaries (to the extent constituting Collateral) (provided that certificated Capital Stock of the Waterworks Business Ply Gem Holdings and its Subsidiaries will only be required to be delivered on the Closing Date to the extent received from the SellersPly Gem Holdings, so long as the Borrower Representative has used commercially reasonable efforts to obtain them on the Closing Date), if perfection of the Collateral Agent’s security interest in such Collateral may not be accomplished on or before the Closing Date after the applicable Loan Party’s commercially reasonable efforts to do so, then delivery of documents and instruments for perfection of such security interest shall not constitute a condition precedent to the initial borrowings hereunder if the applicable Loan Party agrees to deliver or cause to be delivered such documents and instruments, and take or cause to be taken such other actions as may be reasonably necessary to perfect such security interests in accordance with Subsection 7.12 Subsections 7.13 and 7.14 and otherwise pursuant to arrangements to be mutually agreed by the applicable Loan Party and the Administrative Agent acting reasonably, but in no event later than the 91st day after the Closing Date (unless otherwise agreed by the Administrative Agent in its sole discretion) (and, in the case of real property and the Mortgages, no later than the 181st day after the Closing Date, unless otherwise agreed by the Administrative Agent in its sole discretion).

Perfected Liens. Each financing statement naming such Grantor as a debtor and that is attached to this Agreement as Exhibit A, is in appropriate form for filing in the appropriate filing offices of the states specified on Schedule 3.6. The Security Interests granted pursuant to this Agreement (a) constitute valid and enforceable security interests in all of the Collateral Agent in favor of the Purchaser as collateral security for the Obligations, and (b): (1) when UCC financing statements containing an adequate description of the Collateral shall have obtained a valid been filed in the offices specified in Schedule 3.6, the Security Interests will constitute perfected security interests in all right, title and interest of such Grantor in the Collateral covered by the Guarantee and Collateral Agreement (to the extent that a security interest therein may be perfected by filing pursuant to the UCC, prior to all other Liens and rights of others therein except for Permitted Liens; (2) when each Intellectual Property Security Agreement has been filed with the priority contemplated therein applicable Governmental Authority, the Security Interests will constitute perfected security interests in all right, title and interest of such Grantor in the ABL/Term Loan Intercreditor Agreement)Intellectual Property therein described to the extent that a security interest therein may be perfected by filing with such Governmental Authority, prior to all other Liens and rights of others therein except for Permitted Liens; and all documents, instruments, filings and recordations reasonably necessary in connection with the perfection and, in the case of the filings with the United States Patent and Trademark Office and the United States Copyright Office, protection of such security interests shall have (3) when each control agreement has been executed and delivered or made, or shall be delivered or made substantially concurrently with the initial funding pursuant to the Debt Financing under Purchaser, the Loan Documents pursuant to arrangements reasonably satisfactory Security Interests will constitute perfected security interests in all right, title and interest of such Grantor in the Deposit Accounts and Securities Accounts, as applicable, subject thereto to the Administrative Agent orextent that a security interest therein may be perfected by such control agreement, in the case prior to all other Liens and rights of filings under the Uniform Commercial Code of each applicable jurisdiction, written authorization to make such filings shall have been delivered to the Collateral Agent, others therein and none of such Collateral shall be subject to any other pledges or security interests no adverse claims except for Permitted Liens or pledges or security interests to be released on the Closing Date; provided that with respect to any such Collateral the security interest in which may not be perfected by filing of a UCC financing statement or by possession of certificated Capital Stock of the Parent Borrower or its Domestic Subsidiaries (to the extent constituting Collateral) (provided that certificated Capital Stock of the Waterworks Business and its Subsidiaries will only be required to be delivered on the Closing Date to the extent received from the Sellers, so long as the Borrower Representative has used commercially reasonable efforts to obtain them on the Closing Date), if perfection of the Collateral Agent’s security interest in such Collateral may not be accomplished on or before the Closing Date after the applicable Loan Party’s commercially reasonable efforts to do so, then delivery of documents and instruments for perfection of such security interest shall not constitute a condition precedent to the initial borrowings hereunder if the applicable Loan Party agrees to deliver or cause to be delivered such documents and instruments, and take or cause to be taken such other actions as may be reasonably necessary to perfect such security interests in accordance with Subsection 7.12 and otherwise pursuant to arrangements to be mutually agreed by the applicable Loan Party and the Administrative Agent acting reasonably, but in no event later than the 91st day after the Closing Date (unless otherwise agreed by the Administrative Agent in its sole discretion)Liens.

Perfected Liens. The Collateral Agent shall have obtained a valid security interest in the Collateral covered by the Guarantee and Collateral Agreement (to the extent and with the priority contemplated therein and in the ABL/Term Loan Base Intercreditor Agreement); and all documents, instruments, filings and recordations reasonably necessary in connection with the perfection and, in the case of the filings with the United States Patent and Trademark Office and the United States Copyright Office, protection of such security interests shall have been executed and delivered or made, or shall be delivered or made substantially concurrently with the initial funding pursuant to the Debt Financing under the Loan Documents pursuant to arrangements reasonably satisfactory to the Administrative Agent or, in the case of filings under the Uniform Commercial Code of each applicable jurisdictionUCC filings, written authorization to make such UCC filings shall have been delivered to the Collateral Agent, and none of such Collateral shall be subject to any other pledges or pledges, security interests or mortgages except for Permitted Liens or pledges or pledges, security interests or mortgages to be released on the Closing Date; provided that with respect to any such Collateral the security interest in which may not be perfected by filing of a UCC financing statement or by possession of certificated Capital Stock of the Parent Borrower or its Wholly Owned Domestic Subsidiaries (to the extent constituting Collateral) (provided that certificated Capital Stock of the Waterworks Business Cornerstone Building Brands and its Subsidiaries will only be required to be delivered on the Closing Date to the extent received from the SellersCornerstone Building Brands, so long as the Borrower Representative has used commercially reasonable and safe efforts to obtain them on the Closing Date), if perfection of the Collateral Agent’s security interest in such Collateral may not be accomplished on or before the Closing Date after the applicable Loan Party’s commercially reasonable efforts to do so, then delivery of documents and instruments for perfection of such security interest shall not constitute a condition precedent to the initial borrowings borrowing hereunder if the applicable Loan Party agrees to deliver or cause to be delivered such documents and instruments, and take or cause to be taken such other actions as may be reasonably necessary to perfect such security interests in accordance with (i) Subsection 7.12 7.9 of the Senior Cash Flow Agreement or (ii) in the case of any Collateral which is delivered and otherwise perfected under the Senior Cash Flow Facility as of the Closing Date, pursuant to arrangements to be mutually agreed by the applicable Loan Party and the Administrative Agent acting reasonably, but in no event later than the 91st 180th day after the Closing Date (unless otherwise agreed by the Administrative Agent in its sole discretion).

Perfected Liens. The (a) his Agreement is effective to create, as collateral security for the Obligations of such Grantor, valid and enforceable Liens on such Grantor’s Collateral in favor of the Collateral Agent shall have obtained for the benefit of the Secured Parties, except as enforceability may be affected by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors rights generally, general equitable principles (whether considered in a valid proceeding in equity or at law) and an implied covenant of good faith and fair dealing. (b) Except with regard to (i) Liens (if any) on Specified Assets and (ii) any rights in favor of the United States government as required by law (if any), upon the completion of the Filings and, with respect to Instruments, Chattel Paper and Documents upon the earlier of such Filing or the delivery to and continuing possession by the First Lien Collateral Agent, the ABL Collateral Agent, the applicable Collateral Representative or any Additional Agent, as applicable, in accordance with any applicable Intercreditor Agreement, of all Instruments, Chattel Paper and Documents a security interest in which is perfected by possession, and upon the obtaining and maintenance of “control” (as described in the Code) by the First Lien Collateral Agent, the First Lien Administrative Agent, the ABL Collateral Agent, the applicable Collateral Representative or any Additional Agent, as applicable (or their respective agents appointed for purposes of perfection), in accordance with any applicable Intercreditor Agreement of the Collateral covered Proceeds Account, Blocked Accounts, all Electronic Chattel Paper and all Letter-of-Credit Rights a security interest in which is perfected by “control” (in the Guarantee case of Blocked Accounts to the extent required under Subsection 4.16 of the ABL Credit Agreement) and Collateral in the case of Commercial Tort Actions (other than such Commercial Tort Actions listed on Schedule 6 on the date of this Agreement), upon the taking of the actions required by subsection 5.2.12, the Liens created pursuant to this Agreement will constitute valid Liens on and (to the extent and with provided herein) perfected security interests in such Grantor’s Collateral in favor of the priority contemplated therein and Collateral Agent for the benefit of the Secured Parties, and, subject to subsection 3.4, will be prior to all other Liens of all other Persons securing Indebtedness, in the ABL/Term Loan each case other than Permitted Liens (subject to any applicable Intercreditor Agreement); , and enforceable as such as against all documentsother Persons other than Ordinary Course Transferees, instrumentsexcept to the extent that the recording of an assignment or other transfer of title to the First Lien Collateral Agent, filings and recordations reasonably necessary the First Lien Administrative Agent, the ABL Collateral Agent, the applicable Collateral Representative or any Additional Agent (in connection accordance with any applicable Intercreditor Agreement) or the perfection and, recording of other applicable documents in the case of the filings with the United States Patent and Trademark Office and the or United States Copyright OfficeOffice may be necessary for perfection or enforceability, protection and except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of such security interests creditors’ rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law) or by an implied covenant of good faith and fair dealing. As used in this subsection 4.2.2(b), the following terms shall have been executed and delivered or made, or shall be delivered or made substantially concurrently with the initial funding pursuant to the Debt Financing under the Loan Documents pursuant to arrangements reasonably satisfactory to the Administrative Agent or, in the case of filings under the Uniform Commercial Code of each applicable jurisdiction, written authorization to make such filings shall have been delivered to the Collateral Agent, and none of such Collateral shall be subject to any other pledges or security interests except for Permitted Liens or pledges or security interests to be released on the Closing Date; provided that with respect to any such Collateral the security interest in which may not be perfected by filing of a UCC financing statement or by possession of certificated Capital Stock of the Parent Borrower or its Domestic Subsidiaries (to the extent constituting Collateral) (provided that certificated Capital Stock of the Waterworks Business and its Subsidiaries will only be required to be delivered on the Closing Date to the extent received from the Sellers, so long as the Borrower Representative has used commercially reasonable efforts to obtain them on the Closing Date), if perfection of the Collateral Agent’s security interest in such Collateral may not be accomplished on or before the Closing Date after the applicable Loan Party’s commercially reasonable efforts to do so, then delivery of documents and instruments for perfection of such security interest shall not constitute a condition precedent to the initial borrowings hereunder if the applicable Loan Party agrees to deliver or cause to be delivered such documents and instruments, and take or cause to be taken such other actions as may be reasonably necessary to perfect such security interests in accordance with Subsection 7.12 and otherwise pursuant to arrangements to be mutually agreed by the applicable Loan Party and the Administrative Agent acting reasonably, but in no event later than the 91st day after the Closing Date (unless otherwise agreed by the Administrative Agent in its sole discretion).following meanings:

Perfected Liens. (a) The security interests granted pursuant to this Agreement and pursuant to the applicable Financing Order constitute valid perfected security interests in all of the Collateral in favor of the Control Co-Collateral Agent, for the ratable benefit of the Credit Parties, as collateral security for such Grantor’s Obligations, enforceable in accordance with the terms hereof against all creditors of such Grantor and any Persons purporting to purchase any Collateral from such Grantor having the priority set forth in the Intercreditor Agreement and the Financing Orders (and subject to Permitted Liens having priority over the Liens of the Control Co-Collateral Agent shall have obtained a valid pursuant to applicable law). (b) Each Co-Collateral Agent hereby appoints the other Co-Collateral Agents, and each hereby agrees to serve, as agent and bailee for the others for the limited purpose of perfecting their respective security interest in interests, granted for the benefit of the Credit Parties, on the Collateral covered which may at any time be in its possession during the term of this Agreement, including any rights with respect to Deposit Accounts, Documents or other Collateral which is perfected by “control” under the Guarantee and Collateral Agreement New York UCC or any other applicable jurisdiction. (to c) Without in any way limiting the extent and with the priority contemplated therein and in the ABL/Term Loan Intercreditor Agreement); foregoing, each Grantor hereby acknowledges that (i) any and all documents, instruments, filings and recordations reasonably necessary financing statements filed under the UCC in connection with the perfection andPrepetition First Lien ABL Credit Agreement, naming Bank of America, N.A., as Control Co- Collateral Agent (or otherwise as a representative for itself and other financial institutions), as secured party, and such Grantor, as debtor and (ii) any and all financing statements filed under the UCC in connection with the Interim DIP Facility, naming Bank of America, N.A., as Control Co-Collateral Agent (or otherwise as a representative for itself and other financial institutions), as secured party, and such Grantor, as debtor, in the case of the filings with the United States Patent and Trademark Office and the United States Copyright Officeeach case, protection of such security interests shall have been executed and delivered or made, or shall be delivered or made substantially concurrently with effective to perfect the initial funding pursuant to the Debt Financing under the Loan Documents pursuant to arrangements reasonably satisfactory to the Administrative Agent or, in the case of filings under the Uniform Commercial Code of each applicable jurisdiction, written authorization to make such filings shall have been delivered to the Collateral Agent, and none of such Collateral shall be subject to any other pledges or security interests except for Permitted Liens or pledges or security interests to be released on the Closing Date; provided that with respect to any such Collateral the security interest in which may not be perfected by filing of a UCC financing statement or by possession of certificated Capital Stock of the Parent Borrower or its Domestic Subsidiaries (to the extent constituting Collateral) (provided that certificated Capital Stock of the Waterworks Business and its Subsidiaries will only be required to be delivered on the Closing Date to the extent received from the Sellers, so long as the Borrower Representative has used commercially reasonable efforts to obtain them on the Closing Date), if perfection of the Control Co-Collateral Agent’s security interest in granted by such Collateral may not be accomplished on or before Grantor pursuant to this Agreement to the Closing Date after the applicable Loan Party’s commercially reasonable efforts to do so, then delivery of documents and instruments for perfection of extent such security interest may be perfected by the filing of financing statements under the UCC for the purposes of so perfecting the security interests granted by such Grantor hereunder and such pre-filings of financing statements are hereby ratified in all respects. Until all the Obligations and the Prepetition ABL Obligations have been indefeasibly paid in full in cash pursuant to Section 9.13 of the Credit Agreement, the provisions of this subsection (c) shall not constitute a condition precedent to the initial borrowings hereunder if the applicable Loan Party agrees to deliver or cause continue to be delivered such documents effective and instruments, and take or cause not subject to be taken such other actions as may be reasonably necessary to perfect such any right of termination in respect of the security interests in accordance with Subsection 7.12 and otherwise pursuant to arrangements to be mutually agreed by the applicable Loan Party and the Administrative Agent acting reasonably, but in no event later than the 91st day after the Closing Date (unless otherwise agreed by the Administrative Agent in its sole discretion)granted herein.

Perfected Liens. The Collateral Agent shall have obtained a valid security interest interests granted in the Collateral covered by the Guarantee and Collateral pursuant to this Agreement (a) upon completion of the filings and other actions specified on Schedule 2 (which filings and other documents referred to on Schedule 2, have been delivered to Lenders in completed form) will constitute valid perfected security interests in all of the Grantors’ rights in the Collateral in favor of Lenders as collateral security for the Secured Obligations, enforceable in accordance with the terms hereof and in accordance with the terms of the Facility Agreement, to the extent such security interests can be perfected by the filing of UCC financing statements (and, with respect to Commercial Tort Claims, to the extent any Commercial Tort Claims are sufficiently identified herein), and with (b) shall be prior to all other Liens on the priority contemplated therein and Grantors’ rights in the ABL/Term Loan Collateral (other than (x) motor vehicles and (y) any Intellectual Property arising under laws other than those of the United States) except for Permitted Liens having priority over Lenders’ Lien by operation of law and/or pursuant to the Intercreditor Agreement); and all documents, instrumentsor permitted pursuant to the Facility Agreement, filings and recordations reasonably necessary in connection with the perfection and, upon (i) in the case of all Pledged Notes, Pledged Equity and other pledged Investment Property, the filings delivery thereof to Lenders of such Pledged Notes, Pledged Equity and other pledged Investment Property consisting of instruments and certificates, in each case properly endorsed for transfer to Lenders or in blank, (ii) in the case of all pledged Investment Property not in certificated form and Deposit Accounts, the execution of Control Agreements with respect to such Investment Property and Deposit Accounts, (iii) in the case of all other Instruments and Tangible Chattel Paper that are not Pledged Notes, Pledged Equity and other pledged Investment Property, the delivery thereof to Lenders of such Instruments and Tangible Chattel Paper, (iv) in the case of Letter-of-Credit Rights, the consent of the issuer of such Letter-of-Credit Rights, (v) in the case of Intellectual Property, to the extent not subject to Article 9 of the UCC, recordation of the security interests granted hereunder in such Intellectual Property in the applicable intellectual property registries, including but not limited to, the United States Patent and Trademark Office and the United States Copyright Office, protection of such security interests shall have been executed ; and delivered or made, or shall be delivered or made substantially concurrently with the initial funding pursuant to the Debt Financing under the Loan Documents pursuant to arrangements reasonably satisfactory to the Administrative Agent or, (vi) in the case of filings under the Uniform Commercial Code of each applicable jurisdictionMoney, written authorization to make such filings shall have been delivered to the Collateral Agent, and none upon Lenders taking possession of such Collateral shall be subject to any other pledges or security interests except for Permitted Liens or pledges or security interests to be released on the Closing Date; provided that with respect to any such Collateral the security interest in which may not be perfected by filing of a UCC financing statement or by possession of certificated Capital Stock Money. As of the Parent Borrower date hereof and except as set forth in this Section 4.2 or its Domestic Subsidiaries (to the extent constituting Collateral) (provided that certificated Capital Stock of the Waterworks Business and its Subsidiaries will only be as otherwise not required to be delivered on the Closing Date to the extent received from the Sellershereunder, so long as the Borrower Representative has used commercially reasonable efforts to obtain them on the Closing Date), if perfection of the Collateral Agent’s security interest in such Collateral may not be accomplished on or before the Closing Date after the applicable Loan Party’s commercially reasonable efforts to do so, then delivery of documents and instruments for perfection of such security interest shall not constitute a condition precedent to the initial borrowings hereunder if the applicable Loan Party agrees to deliver or cause to be delivered such documents and instruments, and take or cause to be taken such other all actions as may be reasonably by each Grantor necessary to perfect such security interests in accordance with Subsection 7.12 and otherwise pursuant to arrangements to be mutually agreed by the applicable Loan Party and Liens granted hereunder on the Administrative Agent acting reasonably, but in no event later than the 91st day after the Closing Date (unless otherwise agreed by the Administrative Agent in its sole discretion)Collateral have been duly taken.

Perfected Liens. The (i) This Agreement is effective to create, as collateral security for the Obligations of such Grantor, valid and enforceable Liens on such Grantor’s Collateral in favor of the Agent, for its benefit and for the ratable benefit of the other Secured Parties, except as enforceability may be affected by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditor’s rights generally, general equitable principles (whether considered in a proceeding in equity or at law) and an implied covenant of good faith and fair dealing. (ii) Except with regard to Liens (if any) on Specified Assets, upon (a) the completion of the Filings, (b) the delivery to and continuing possession by the Agent shall have obtained of all Instruments, Chattel Paper and Documents, to the extent required by this Agreement, a valid security interest in which is perfected by possession, (c) the Collateral covered Deposit Accounts a security interest in which is required to be or is perfected by the Guarantee and Collateral Agreement “control” (to the extent and with the priority contemplated therein and as described in the ABL/Term Loan Intercreditor Agreement); NY UCC) are under the “control” of Agent, (d) the Mortgages have been duly recorded and (e) with respect to Intellectual Property, all documents, instruments, applicable filings and recordations reasonably necessary in connection with the perfection and, in the case of the filings have been made with the United States Patent and Trademark Office and the United States Copyright Office, protection of such security interests shall have been executed and delivered or madeas applicable, or shall be delivered or made substantially concurrently with the initial funding Liens created pursuant to the Debt Financing under the Loan Documents pursuant to arrangements reasonably satisfactory to the Administrative Agent or, in the case of filings under the Uniform Commercial Code of each applicable jurisdiction, written authorization to make such filings shall have been delivered to the Collateral Agent, this Agreement will constitute valid Liens on and none of such Collateral shall be subject to any other pledges or security interests except for Permitted Liens or pledges or security interests to be released on the Closing Date; provided that with respect to any such Collateral the security interest in which may not be perfected by filing of a UCC financing statement or by possession of certificated Capital Stock of the Parent Borrower or its Domestic Subsidiaries (to the extent constituting Collateralprovided herein) (provided that certificated Capital Stock perfected security interests in such Grantor’s Collateral in favor of the Waterworks Business Agent for its benefit and its Subsidiaries for the ratable benefit of the other Secured Parties, and will only be required prior to be delivered on the Closing Date all other Liens of all other Persons other than Permitted Liens, and which Liens are enforceable as such as against all other Persons other than Ordinary Course Transferees, except to the extent received from that (a) enforceability of Liens over Contracts, Accounts or Receivables on which the SellersUnited States of America or any department, so long as agency or instrumentality is the Borrower Representative has used commercially reasonable efforts Obligor may require compliance with the Assignment of Claims Act and (b) enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law) or by an implied covenant of good faith and fair dealing. Nothing in this Agreement shall require a Grantor to obtain them on make any filings or take any other actions outside the Closing Date), if perfection of the Collateral Agent’s United States to record or perfect any security interest in such Collateral may not be accomplished on or before favor of the Closing Date after the applicable Loan Party’s commercially reasonable efforts to do so, then delivery of documents and instruments for perfection of such security interest shall not constitute a condition precedent to the initial borrowings hereunder if the applicable Loan Party agrees to deliver or cause to be delivered such documents and instruments, and take or cause to be taken such other actions as may be reasonably necessary to perfect such security interests in accordance with Subsection 7.12 and otherwise pursuant to arrangements to be mutually agreed by the applicable Loan Party and the Administrative Agent acting reasonably, but in no event later than the 91st day after the Closing Date (unless otherwise agreed by the Administrative Agent in its sole discretionany Intellectual Property. As used in this Section 4.2.2(ii)., the following terms shall have the following meanings:

Perfected Liens. The Collateral Agent shall have obtained a valid security interest in the Collateral covered by the Guarantee and Collateral Agreement (to the extent and with the priority contemplated therein and in the ABL/Term Loan Intercreditor Agreement); and all documents, instruments, filings and recordations reasonably necessary in connection with the perfection and, in the case of the filings with the United States Patent and Trademark Office and the United States Copyright Office, protection of such security interests shall have been executed and delivered or made, or shall be delivered or made substantially concurrently with the initial funding pursuant to the Debt Financing under the Loan Documents pursuant to arrangements reasonably satisfactory to the Administrative Agent or, in the case of filings under the Uniform Commercial Code of each applicable jurisdictionUCC filings, written authorization to make such UCC filings shall have been delivered to the Collateral Agent, and none of such Collateral shall be subject to any other pledges or pledges, security interests or mortgages except for Permitted Liens or pledges or pledges, security interests or mortgages to be released on the Closing Date; provided that with respect to any such Collateral the security interest in which may not be perfected by filing of a UCC financing statement or by possession of certificated Capital Stock of the Parent Borrower or its Domestic Subsidiaries (to the extent constituting Collateral) (provided that certificated Capital Stock of the Waterworks Business and its Subsidiaries will only be required to be delivered on the Closing Date to the extent received from the Sellers, so long as the Borrower Representative has used commercially reasonable efforts to obtain them on the Closing Date)statement, if perfection of the Collateral Agent’s security interest in such Collateral may not be accomplished on or before the Closing Date after the applicable Loan Party’s commercially reasonable efforts to do so, then delivery of documents and instruments for perfection of such security interest shall not constitute a condition precedent to the initial borrowings hereunder if the applicable Loan Party agrees to deliver or cause to be delivered such documents and instruments, and take or cause to be taken such other actions as may be reasonably necessary to perfect such security interests in accordance with Subsection 7.12 7.13 and otherwise pursuant to arrangements to be mutually agreed by the applicable Loan Party and the Administrative Agent acting reasonably, but in no event later than the 91st day after the Closing Date (in each case, unless otherwise agreed by the Administrative Agent in its sole discretion) (and, in the case of real property, no later than the 121st day after the Closing Date, unless otherwise agreed by the Administrative Agent in its sole discretion).

Perfected Liens. The Collateral Agent shall have obtained a valid security interest in the Collateral covered by the Guarantee and Collateral Agreement (to the extent and with the priority contemplated therein and in the ABL/Term Loan Intercreditor Agreement); and all documents, instruments, filings and recordations reasonably necessary in connection with the perfection and, in the case of the filings with the United States Patent and Trademark Office and the United States Copyright Office, protection of such security interests shall have been executed and delivered or made, or shall be delivered or made substantially concurrently with the initial funding pursuant to the Debt Financing under the Loan Documents pursuant to arrangements reasonably satisfactory to the Administrative Agent or, in the case of filings under the Uniform Commercial Code of each applicable jurisdictionUCC filings, written authorization to make such UCC filings shall have been delivered to the Collateral Agent, and none of such Collateral shall be subject to any other pledges or pledges, security interests or mortgages except for Permitted Liens or pledges or pledges, security interests or mortgages to be released on the Closing Date; provided that with respect to any such Collateral the security interest in which may not be perfected by filing of a UCC financing statement or by possession of certificated Capital Stock of the Parent Borrower or its Domestic Subsidiaries (to the extent constituting Collateral) (provided that certificated Capital Stock of the Waterworks Business JDA and its Subsidiaries will only be required to be delivered on the Closing Date to the extent received from the SellersDeere, so long as the Borrower Representative has used commercially reasonable efforts prior to the Closing Date to obtain them on the Closing Date), if perfection of the Collateral Agent’s security interest in such Collateral may not be accomplished on or before the Closing Date after the applicable Loan Party’s commercially reasonable efforts to do so, then delivery of documents and instruments for perfection of such security interest shall not constitute a condition precedent to the initial borrowings hereunder if the applicable Loan Party agrees to deliver or cause to be delivered such documents and instruments, and take or cause to be taken such other actions as may be reasonably necessary to perfect such security interests in accordance with Subsection Subsections 7.12 and 7.13 and otherwise pursuant to arrangements to be mutually agreed by the applicable Loan Party and the Administrative Agent acting reasonably, but in no event later than the 91st day after the Closing Date (unless otherwise agreed by the Administrative Agent in its sole discretion) (and, in the case of real property, no later than the 121st day after the Closing Date, unless otherwise agreed by the Administrative Agent in its sole discretion).

Perfected Liens. (i) The Domestic Collateral Agent shall shall, subject to the provisions (the “Security Provisions”) contained in the definition of “Eligible Vehicles” set forth in subsection 1.1 hereof and subsection 7.13 hereof have obtained a valid security interest in the Collateral covered by the Domestic Guarantee and Collateral Agreement (to the extent and with the priority contemplated therein and in the ABL/Term Loan Intercreditor Agreementtherein); and and, subject to the Security Provisions, all documents, instruments, filings filings, recordations and recordations searches reasonably necessary in connection with the perfection and, in the case of the filings with the United States Patent and Trademark Office and the United States Copyright Office, protection of such security interests shall have been executed and delivered or made, or shall be delivered or made substantially concurrently with the initial funding pursuant to the Debt Financing under the Loan Documents pursuant to arrangements reasonably satisfactory to the Administrative Agent ordelivered, in the case of filings under the Uniform Commercial Code of each applicable jurisdictionUCC filings, written authorization to make such UCC filings shall have been delivered to the Domestic Collateral Agent, and none of such Collateral collateral shall be subject to any other pledges or pledges, security interests or mortgages except for Permitted Liens or pledges or security interests to be released on the Closing DateLiens; provided that with respect to any such Collateral collateral the security interest in which may not be perfected by filing of a UCC financing statement or by possession of certificated Capital Stock of the Parent Borrower or its Domestic Subsidiaries (to the extent constituting Collateral) (provided that certificated Capital Stock of the Waterworks Business and its Subsidiaries will only be required to be delivered on the Closing Date to the extent received from the Sellers, so long as the Borrower Representative has used commercially reasonable efforts to obtain them on the Closing Date)statement, if perfection of the Domestic Collateral Agent’s security interest in such Collateral collateral may not be accomplished on or before the Closing Date after the applicable Loan Party’s commercially reasonable efforts to do sowithout undue burden or expense, then delivery of documents and instruments for perfection of such security interest shall not constitute a condition precedent to the initial borrowings hereunder if hereunder. (ii) The PRUSVI Collateral Agent shall, subject to the applicable Loan Party agrees Security Provisions, have obtained a valid security interest in the Collateral covered by the PRUSVI Guarantee and Collateral Agreement (with the priority contemplated therein); and, subject to deliver or cause to be delivered such documents and the Security Provisions, all documents, instruments, filings, recordations and take or cause to be taken such other actions as may be searches reasonably necessary to perfect in connection with the perfection of such security interests in accordance with Subsection 7.12 shall have been executed and otherwise pursuant delivered and none of such collateral shall be subject to arrangements to be mutually agreed by the applicable Loan Party and the Administrative Agent acting reasonablyany other pledges, but in no event later than the 91st day after the Closing Date (unless otherwise agreed by the Administrative Agent in its sole discretion)security interests or mortgages except for Permitted Liens.

Perfected Liens. The Collateral Agent shall have obtained a valid security interest in the Collateral covered by the Guarantee and Collateral Agreement (to the extent and with the priority contemplated therein and in the First/Second Lien Intercreditor Agreement and the ABL/Term Loan Intercreditor Agreement); and all documents, instruments, filings filings, and recordations reasonably necessary in connection with the perfection and, in the case of the filings with the United States U.S. Patent and Trademark Office and the United States U.S. Copyright Office, protection of such security interests shall have been executed and delivered or made, or shall be delivered or made substantially concurrently with the initial funding pursuant to the Debt Financing under the Loan Documents pursuant to arrangements reasonably satisfactory to the Administrative Agent Agent, or, in the case of filings under the Uniform Commercial Code of each applicable jurisdictionUCC filings, written authorization to make such UCC filings shall have been delivered to the Collateral Agent, and none of such Collateral shall be subject to any other pledges or pledges, security interests or mortgages except for Permitted Liens or pledges or pledges, security interests or mortgages to be released on the Closing Date; provided that with respect to any such Collateral the security interest in which may not be perfected by the filing of a UCC financing statement or by possession of certificated Capital Stock of the Parent Borrower or its Domestic Subsidiaries (to the extent constituting Collateral) (provided that certificated Capital Stock of the Waterworks Business and its Subsidiaries will only be required to be delivered on the Closing Date to the extent received from the Sellers, so long as the Borrower Representative has used commercially reasonable efforts to obtain them on the Closing Date), if perfection of the Collateral Agent’s security interest in such Collateral may not be accomplished on or before the Closing Date after the applicable Loan Party’s use of commercially reasonable efforts to do so, then delivery of documents and instruments for perfection of such security interest shall not constitute a condition precedent to the initial borrowings hereunder if the applicable Loan Party agrees to deliver or cause to be delivered such documents and instrumentsinstruments (including Mortgages, if any), and take or cause to be taken such other actions as may be reasonably necessary to perfect such security interests in accordance with Subsection 7.12 subsection 6.12 and otherwise pursuant to arrangements to be mutually agreed by the applicable Loan Party and the Administrative Agent acting reasonably, but in no event later than the 91st day after the Closing Date (except as provided in clause (j) below) (in each case, unless otherwise agreed by the Administrative Agent in its sole discretion).

Perfected Liens. The (i) As of the date hereof, this Agreement is effective to create, as collateral security for the Obligations, valid and enforceable Liens on the Collateral Agent shall have obtained in favor of the Administrative Agent, for the benefit of the Secured Parties, except as enforceability may be affected by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors' rights generally, general equitable principles (whether considered in a valid security interest proceeding in equity or at law) and an implied covenant of good faith and fair dealing. (ii) As of the date hereof, except with respect to Liens upon Patents and Trademarks and Patent Licenses and Trademark Licenses, which Liens, to the extent not otherwise perfected by the filing of financing statements under the Code in accordance herewith, would in the Collateral covered case of Patents and Trademarks listed in Schedules I and II hereto, or in the case of Patent Licenses and Trademark Licenses listed in Schedules I and II hereto, may be perfected upon the filing, acceptance and recordation thereof in the United States Patent and Trademark Office, upon filing of the financing statements delivered to the Administrative Agent by the Grantor on the Closing Date in the jurisdictions listed on Schedule 3 to the Guarantee and Collateral Agreement (which financing statements are in proper form for filing in such jurisdictions) (and the recording of this Agreement in the United States Patent and Trademark Office, and the making of filings after the Closing Date in any other jurisdiction in the United States as may be necessary under any Requirement of Law), the Liens created pursuant to this Agreement will constitute valid and perfected Liens on the Collateral in the United States in favor of the Administrative Agent for the benefit of the Secured Parties, which Liens will be prior to all other Liens of all other Persons with respect to the Collateral, except for Liens permitted pursuant to the Loan Documents (including, without limitation, those permitted to exist pursuant to Section 7.3 of the Credit Agreement) and except as set forth on Schedule I or II hereto, and which Liens are enforceable as such against all creditors of and purchasers (except to the extent and with that the priority contemplated therein and recording of an assignment or other transfer of title to the Administrative Agent in the ABL/Term Loan Intercreditor Agreement); and all documents, instruments, filings and recordations reasonably necessary in connection with the perfection and, in the case of the filings with the United States Patent and Trademark Office may be necessary for such enforceability) from the Grantor, except as such enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors' rights generally and the United States Copyright Office, protection of such security interests shall have been executed and delivered by general equitable principles (whether enforcement is sought by proceedings in equity or made, or shall be delivered or made substantially concurrently with the initial funding pursuant to the Debt Financing under the Loan Documents pursuant to arrangements reasonably satisfactory to the Administrative Agent or, in the case of filings under the Uniform Commercial Code of each applicable jurisdiction, written authorization to make such filings shall have been delivered to the Collateral Agent, and none of such Collateral shall be subject to any other pledges or security interests except for Permitted Liens or pledges or security interests to be released on the Closing Date; provided that with respect to any such Collateral the security interest in which may not be perfected by filing of a UCC financing statement at law) or by possession an implied covenant of certificated Capital Stock of the Parent Borrower or its Domestic Subsidiaries (to the extent constituting Collateral) (provided that certificated Capital Stock of the Waterworks Business good faith and its Subsidiaries will only be required to be delivered on the Closing Date to the extent received from the Sellers, so long as the Borrower Representative has used commercially reasonable efforts to obtain them on the Closing Date), if perfection of the Collateral Agent’s security interest in such Collateral may not be accomplished on or before the Closing Date after the applicable Loan Party’s commercially reasonable efforts to do so, then delivery of documents and instruments for perfection of such security interest shall not constitute a condition precedent to the initial borrowings hereunder if the applicable Loan Party agrees to deliver or cause to be delivered such documents and instruments, and take or cause to be taken such other actions as may be reasonably necessary to perfect such security interests in accordance with Subsection 7.12 and otherwise pursuant to arrangements to be mutually agreed by the applicable Loan Party and the Administrative Agent acting reasonably, but in no event later than the 91st day after the Closing Date (unless otherwise agreed by the Administrative Agent in its sole discretion)fair dealing.

Perfected Liens. The security interests granted pursuant to this Agreement constitute valid security interests in all of the Collateral in favor of the Collateral Agent, for the benefit of the Secured Parties, as collateral security for the Obligations, enforceable against each applicable Grantor in accordance with the terms hereof (subject to applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditor’s rights generally and by general equitable principles (whether enforcement is sought in proceedings in equity or at law). Upon completion of the filings and other actions specified on Schedule 4 hereto (which, in the case of all filings and other documents referred to on said Schedule to be made under the New York UCC on the Closing Date (other than filings and documents permitted to be delivered after the Closing Date pursuant to Schedule 5.09(d) of the Credit Agreement), have been delivered to the Collateral Agent shall have obtained a in completed and, where required, duly executed form) will constitute valid perfected security interest interests in all of the US Grantor Collateral (other than any Collateral for which perfection is not required pursuant to Section 4 or for which perfection is permitted to be completed after the Closing Date pursuant to Section 5.09(d) of the Credit Agreement) in favor of the Collateral covered Agent, for the benefit of the Secured Parties, as collateral security for each US Grantor’s Obligations, in each case prior and superior in right to any other Person (except Liens permitted by Section 6.02 of the Guarantee Credit Agreement), enforceable in accordance with the terms hereof against all creditors of such US Grantor and any Persons purporting to purchase any Collateral Agreement (from such US Grantor, to the extent and with the priority contemplated security interest therein and may be perfected by filing, recording or registration in the ABL/Term Loan Intercreditor Agreement); and all documents, instruments, filings and recordations reasonably necessary in connection with United States pursuant to the perfection andUniform Commercial Code of any applicable jurisdiction or, in the case of the Intellectual Property of the US Grantors referred to in Section 3.6, by filing, recording or registration in the United States Patent and Trademark Office or the United States Copyright Office; provided, however, that additional filings with in the United States Patent and Trademark Office and the United States Copyright OfficeOffice may be required in connection with registered and applied for Trademarks, protection Patents and Copyrights constituting Collateral which are acquired after the date hereof. When certificates representing the Pledged Stock (with respect to any Grantor) or promissory notes representing the Pledged Notes (solely with respect to any US Grantor), as applicable, are delivered to the Collateral Agent (together with transfer powers or endorsements executed in blank), the Collateral Agent (for the benefit of the Secured Parties) will have a fully perfected Lien on, and security interest in, all right, title and interest of each applicable Grantor in the Collateral as collateral security for the Obligations to the extent perfection in such Collateral (and the proceeds thereof) may be obtained by possession of such security interests shall have been executed and delivered or made, or shall be delivered or made substantially concurrently with the initial funding pursuant to the Debt Financing under the Loan Documents pursuant to arrangements reasonably satisfactory to the Administrative Agent orcertificates and/or promissory notes, in the case of filings under the Uniform Commercial Code of Pledged Stock and the Pledged Notes, in each applicable jurisdiction, written authorization to make such filings shall have been delivered to the Collateral Agent, case prior and none of such Collateral shall be subject superior in right to any other pledges or security interests Person (except for Permitted Liens or pledges or security interests to be released on the Closing Date; provided that with respect to any such Collateral the security interest in which may not be perfected permitted by filing of a UCC financing statement or by possession of certificated Capital Stock Section 6.02 of the Parent Borrower or its Domestic Subsidiaries (to the extent constituting Collateral) (provided that certificated Capital Stock of the Waterworks Business and its Subsidiaries will only be required to be delivered on the Closing Date to the extent received from the Sellers, so long as the Borrower Representative has used commercially reasonable efforts to obtain them on the Closing Date), if perfection of the Collateral Agent’s security interest in such Collateral may not be accomplished on or before the Closing Date after the applicable Loan Party’s commercially reasonable efforts to do so, then delivery of documents and instruments for perfection of such security interest shall not constitute a condition precedent to the initial borrowings hereunder if the applicable Loan Party agrees to deliver or cause to be delivered such documents and instruments, and take or cause to be taken such other actions as may be reasonably necessary to perfect such security interests in accordance with Subsection 7.12 and otherwise pursuant to arrangements to be mutually agreed by the applicable Loan Party and the Administrative Agent acting reasonably, but in no event later than the 91st day after the Closing Date (unless otherwise agreed by the Administrative Agent in its sole discretionCredit Agreement).

Perfected Liens. The Collateral Agent shall have obtained a valid security interest in the Collateral covered by the Guarantee and Collateral Agreement (to the extent and with the priority contemplated therein and in the ABL/Term Loan Intercreditor Agreementtherein); , and all documents, instruments, filings filings, and recordations reasonably necessary in connection with the perfection and, in the case of the filings with the United States U.S. Patent and Trademark Office and the United States U.S. Copyright Office, protection of such security interests shall have been executed and delivered or made, or shall be delivered or made substantially concurrently with the initial funding pursuant to the Debt Financing under the Loan Documents pursuant to arrangements reasonably satisfactory to the Administrative Agent Agent, or, in the case of filings under the Uniform Commercial Code of each applicable jurisdictionUCC filings, written authorization to make such UCC filings shall have been delivered to the Collateral Agent, and none of such Collateral shall be subject to any other pledges or pledges, security interests or mortgages except for Permitted Liens or pledges or pledges, security interests or mortgages to be released on the Closing Date; provided that with respect to any such Collateral the security interest in which may not be perfected by the filing of a UCC financing statement or by possession of certificated Capital Stock of the Parent Borrower Holdings or its Domestic Subsidiaries (to the extent constituting Collateral) (provided that certificated Capital Stock of the Waterworks Business and its Subsidiaries will only be required to be delivered on the Closing Date to the extent received from the Sellers, so long as the Borrower Representative has used commercially reasonable efforts to obtain them on the Closing Date), if perfection of the Collateral Agent’s security interest in such Collateral may not be accomplished on or before the Closing Date after the applicable Loan Party’s use of commercially reasonable efforts to do so, then delivery of documents and instruments for perfection of such security interest shall not constitute a condition precedent to the initial borrowings hereunder if the applicable Loan Party agrees to deliver or cause to be delivered such documents and instrumentsinstruments (including Mortgages, if any), and take or cause to be taken such other actions as may be reasonably necessary to perfect such security interests in accordance with Subsection subsection 7.12 and otherwise pursuant to arrangements to be mutually agreed by the applicable Loan Party and the Administrative Agent acting reasonably, but in no event later than the 91st day after the Closing Date (except as provided in clause (j) below) (in each case, unless otherwise agreed by the Administrative Agent in its sole discretion).

Perfected Liens. The (a) This Agreement is effective to create, as collateral security for the Obligations of such Grantor, valid and enforceable Liens on such Grantor’s Security Collateral in favor of the Collateral Agent shall have obtained for the benefit of the Secured Parties, except as to enforcement, as may be limited by applicable domestic or foreign bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights’ generally, general equitable principles (whether considered in a valid proceeding in equity or at law) and an implied covenant of good faith and fair dealing. (b) Except with regard to (i) Liens (if any) on Specified Assets and (ii) any rights in favor of the United States government as required by law (if any), upon the completion of the Filings and, with respect to Instruments, Chattel Paper and Documents upon the earlier of such Filing or the delivery to and continuing possession by the Collateral Agent, the applicable Collateral Representative, the First Lien Agent or any Additional Agent, as applicable, in accordance with any applicable Intercreditor Agreement, of all Instruments, Chattel Paper and Documents a security interest in which is perfected by possession, and upon the obtaining and maintenance of “control” (as described in the Code) by the Collateral covered Agent, the Administrative Agent, the applicable Collateral Representative, the First Lien Agent or any Additional Agent, as applicable (or their respective agents appointed for purposes of perfection), in accordance with any applicable Intercreditor Agreement of all Deposit Accounts, the Collateral Proceeds Account, all Electronic Chattel Paper and all Letter-of-Credit Rights a security interest in which is perfected by “control” (in the Guarantee case of Deposit Accounts, to the extent required under the Credit Agreement) and Collateral in the case of Commercial Tort Actions (other than such Commercial Tort Actions listed on Schedule 6 on the date of this Agreement), upon the taking of the actions required by Subsection 5.2.12, the Liens created pursuant to this Agreement will constitute valid Liens on and (to the extent provided herein) perfected security interests in such Grantor’s Collateral in favor of the Collateral Agent for the benefit of the Secured Parties, and, subject to Subsection 3.4, will be prior to all other Liens of all other Persons securing Indebtedness, in each case other than Liens permitted by the Credit Agreement (including Permitted Liens) (and with the priority contemplated therein and in the ABL/Term Loan subject to any applicable Intercreditor Agreement); , and enforceable as such as against all documentsother Persons other than Ordinary Course Transferees, instrumentsexcept to the extent that the recording of an assignment or other transfer of title to the Collateral Agent, filings and recordations reasonably necessary the Administrative Agent, the applicable Collateral Representative, the First Lien Agent or any Additional Agent (in connection accordance with any applicable Intercreditor Agreement) or the perfection and, recording of other applicable documents in the case of the filings with the United States Patent and Trademark Office and the or United States Copyright Office, protection of such security interests shall have been executed and delivered Office may be necessary for perfection or made, or shall be delivered or made substantially concurrently with the initial funding pursuant to the Debt Financing under the Loan Documents pursuant to arrangements reasonably satisfactory to the Administrative Agent or, in the case of filings under the Uniform Commercial Code of each applicable jurisdiction, written authorization to make such filings shall have been delivered to the Collateral Agentenforceability, and none of such Collateral shall be subject except as to any other pledges or security interests except for Permitted Liens or pledges or security interests to be released on the Closing Date; provided that with respect to any such Collateral the security interest in which may not be perfected by filing of a UCC financing statement or by possession of certificated Capital Stock of the Parent Borrower or its Domestic Subsidiaries (to the extent constituting Collateral) (provided that certificated Capital Stock of the Waterworks Business and its Subsidiaries will only be required to be delivered on the Closing Date to the extent received from the Sellersenforcement, so long as the Borrower Representative has used commercially reasonable efforts to obtain them on the Closing Date), if perfection of the Collateral Agent’s security interest in such Collateral may not be accomplished on or before the Closing Date after the applicable Loan Party’s commercially reasonable efforts to do so, then delivery of documents and instruments for perfection of such security interest shall not constitute a condition precedent to the initial borrowings hereunder if the applicable Loan Party agrees to deliver or cause to be delivered such documents and instruments, and take or cause to be taken such other actions as may be reasonably necessary limited by applicable domestic or foreign bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to perfect such security interests or affecting creditors’ rights’ generally, general equitable principles (whether considered in accordance with a proceeding in equity or at law) and an implied covenant of good faith and fair dealing. As used in this Subsection 7.12 and otherwise pursuant to arrangements to be mutually agreed by 4.2.2(b), the applicable Loan Party and following terms shall have the Administrative Agent acting reasonably, but in no event later than the 91st day after the Closing Date (unless otherwise agreed by the Administrative Agent in its sole discretion).following meanings:

Perfected Liens. The Collateral Agent shall have obtained a valid security interest in the Collateral covered by the Guarantee and Collateral Agreement (to the extent and with the priority contemplated therein and in the First/Second Lien Intercreditor Agreement and the ABL/Term Loan Intercreditor Agreement); and all documents, instruments, filings filings, and recordations reasonably necessary in connection with the perfection and, in the case of the filings with the United States U.S. Patent and Trademark Office and the United States U.S. Copyright Office, protection of such security interests shall have been executed and delivered or made, or shall be delivered or made substantially concurrently with the initial funding pursuant to the Debt Financing under the Loan Documents pursuant to arrangements reasonably satisfactory to the Administrative Agent Agent, or, in the case of filings under the Uniform Commercial Code of each applicable jurisdictionUCC filings, written authorization to make such UCC filings shall have been delivered to the Collateral Agent, and none of such Collateral shall be subject to any other pledges or pledges, security interests or mortgages except for Permitted Liens or pledges or pledges, security interests or mortgages to be released on the Closing Date; provided that with respect to any such Collateral the security interest in which may not be perfected by the filing of a UCC financing statement or by possession of certificated Capital Stock of the Parent Borrower or its Domestic Subsidiaries (to the extent constituting Collateral) (provided that certificated Capital Stock of the Waterworks Business and its Subsidiaries will only be required to be delivered on the Closing Date to the extent received from the Sellers, so long as the Borrower Representative has used commercially reasonable efforts to obtain them on the Closing Date)statement, if perfection of the Collateral Agent’s security interest in such Collateral may not be accomplished on or before the Closing Date after the applicable Loan Party’s use of commercially reasonable efforts to do so, then delivery of documents and instruments for perfection of such security interest shall not constitute a condition precedent to the initial borrowings hereunder if the applicable Loan Party agrees to deliver or cause to be delivered such documents and instrumentsinstruments (including Mortgages, if any), and take or cause to be taken such other actions as may be reasonably necessary to perfect such security interests in accordance with Subsection 7.12 subsection 6.12 and otherwise pursuant to arrangements to be mutually agreed by the applicable Loan Party and the Administrative Agent acting reasonably, but in no event later than the 91st day after the Closing Date (in each case, unless otherwise agreed by the Administrative Agent in its sole discretion).

Perfected Liens. The Collateral Agent shall have obtained a valid security interest in the Collateral covered by the Guarantee and Collateral Agreement (to the extent and with the priority contemplated therein and in the ABL/Term Loan Intercreditor Agreement); and all documents, instruments, filings and recordations reasonably necessary in connection with the perfection and, in the case of the filings with the United States Patent and Trademark Office and the United States Copyright Office, protection of such security interests shall have been executed and delivered or made, or shall be delivered or made substantially concurrently with the initial funding pursuant to the Debt Financing under the Loan Documents pursuant to arrangements reasonably satisfactory to the Administrative Agent or, in the case of filings under the Uniform Commercial Code of each applicable jurisdictionUCC filings, written authorization to make such UCC filings shall have been delivered to the Collateral Agent, and none of such Collateral shall be subject to any other pledges or pledges, security interests or mortgages except for Permitted Liens or pledges or pledges, security interests or mortgages to be released on the Closing Date; provided that with respect to any such Collateral the security interest in which may not be perfected by filing of a UCC financing statement or by possession of certificated Capital Stock of the Parent Borrower or its Domestic Subsidiaries (to the extent constituting Collateral) (provided that certificated Capital Stock of the Waterworks Business and its Subsidiaries will only be required to be delivered on the Closing Date to the extent received from the Sellers, so long as the Borrower Representative has used commercially reasonable efforts to obtain them on the Closing Date)statement, if perfection of the Collateral Agent’s security interest in such Collateral may not be accomplished on or before the Closing Date after the applicable Loan Party’s commercially reasonable efforts to do so, then delivery of documents and instruments for perfection of such security interest shall not constitute a condition precedent to the initial borrowings hereunder if the applicable Loan Party agrees to deliver or cause to be delivered such documents and instruments, and take or cause to be taken such other actions as may be reasonably necessary to perfect such security interests in accordance with Subsection 7.12 7.13 and otherwise pursuant to arrangements to be mutually agreed by the applicable Loan Party and the Administrative Agent acting reasonably, but in no event later than the 91st day after the Closing Date (in each case, unless otherwise agreed by the Administrative Agent in its sole discretion) (and, in the case of real property, no later than the 121st day after the Closing Date, unless otherwise agreed by the Administrative Agent in its sole discretion).