Common use of Perfected Liens Clause in Contracts

Perfected Liens. (a) This Security Agreement is effective to create in favor of the Collateral Agent, for its benefit and for the benefit of the Secured Parties, legal, valid and enforceable Security Interests in the Collateral (with respect to Collateral consisting of Capital Stock of Foreign Subsidiaries, to the extent the enforceability of such Security Interest is governed by the UCC), subject to the effects of bankruptcy, insolvency or similar laws affecting creditors’ rights generally and general equitable principles. (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 (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 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, completion of the filing of a fully executed agreement substantially in the form of Annex C 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, 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, with respect to U.S. registered Copyrights, within 30 days from the execution date of such Short-form Intellectual Property Security Agreement, as applicable and (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, no Grantor shall be required to perfect the Security Interests granted by this Security Agreement by any means other than by (i) filings pursuant to the Uniform Commercial Code of the relevant State(s), (ii) filings approved by United States federal government offices with respect to Registered Intellectual Property and (iii) delivery to the Collateral Agent (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. (d) It is understood and agreed that the Security Interests in cash and Investment Property created hereunder shall not prevent the Grantors from using such assets in the ordinary course of their respective businesses. (a) Set forth on Schedule 8 is (i) the exact legal name of each Grantor, as such name appears in its certificate of organization or like document and (ii) each other legal name (including any successor entity or entity that has merged into such Grantor) that such Grantor has had in the past five years, together with the date of the relevant name change. (b) Except as set forth on Schedule 8, no Grantor has changed its corporate or organizational name (including by way of merger, consolidation or similar reorganization) within the past five years. (c) Set forth on Schedule 8 is (i) the jurisdiction of organization and the form of organization of each Grantor, (ii) the organizational identification number, if any, assigned by such jurisdiction, (iii) the tax identification number, if any, of such Grantor and (iv) the address (including the county) of the chief executive office and, if different, the principal place of business, of such Grantor; in each case of clause (a), (b) and (c) of this Section 3.3, as of the Closing Date.

Perfected Liens. (a) This Security Agreement is effective to create in favor of the Collateral Agent, for its benefit and for the benefit of the Secured Parties, legal, valid and enforceable Security Interests in the Collateral (with respect to Collateral consisting of Capital Stock the Equity Interests or Pledged Debt of Foreign Subsidiaries, to the extent the enforceability creation of such Security Interest is governed by the UCC), subject to the effects of except as enforceability thereof may be limited by bankruptcy, insolvency or similar laws affecting creditors’ rights generally and subject to general equitable principlesprinciples 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 (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 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, completion or recordation of the filing of a fully executed agreement substantially in the form of Annex C hereof B hereto (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, 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 Agreement, or in the United States Copyright Office, with respect to U.S. registered Copyrights, within 30 days from the execution date of such Short-form Intellectual Property Security Agreement, as applicable and (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, 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 pursuant to the Uniform Commercial Code of the relevant State(s), (ii) filings approved or required by United States federal government offices with respect to Registered Intellectual Property and under applicable United States law, (iii) delivery to the Collateral Agent (or its bailee) to be held in its possession of all Collateral consisting of (y) Pledged Shares and Pledged Debt 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) $10,000,000 25,000,000 and (b) 15% of Consolidated EBITDA (calculated on a Pro Forma Basis) individually; and (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 required hereunder with respect to any assets that are located outside of the United States or assets that require action under the law of any non-U.S. jurisdiction to create or perfect a security interest in such assets; it being understood, for the avoidance of doubt, that there shall be no requirement to execute any security agreement or pledge agreement governed by the laws of any non-U.S. jurisdiction. No Grantor shall be required hereunder or under the Pledge Agreement to deliver landlord lien waivers, estoppels or collateral access letters. (d) It is understood and agreed that the Security Interests in cash and Investment Property created hereunder shall not prevent the Grantors from using such assets in the ordinary course of their respective businesses. (a) Set forth on Schedule 8 is (i) the exact legal name of each Grantor, as such name appears in its certificate of organization or like document and (ii) each other legal name (including any successor entity or entity that has merged into such Grantor) that such Grantor has had in the past five years, together with the date of the relevant name change. (b) Except as set forth on Schedule 8, no Grantor has changed its corporate or organizational name (including by way of merger, consolidation or similar reorganization) within the past five years. (c) Set forth on Schedule 8 is (i) the jurisdiction of organization and the form of organization of each Grantor, (ii) the organizational identification number, if any, assigned by such jurisdiction, (iii) the tax identification number, if any, of such Grantor and (iv) the address (including the county) of the chief executive office and, if different, the principal place of business, of such Grantor; in each case of clause (a), (b) and (c) of this Section 3.3, as of the Closing Date.

Perfected Liens. (a) This After giving effect to the Transactions, this Security Agreement is effective to create in favor of the Collateral Agent, for its benefit and for the benefit of the Secured Parties, legal, valid and enforceable Security Interests in the Collateral (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 UCC), subject to the effects of bankruptcy, insolvency or similar laws affecting creditors’ rights generally and 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 (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 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 filing of a fully executed agreement substantially in the form of Annex C 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, 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 Agreement, or in the United States Copyright Office, with respect to U.S. registered Copyrights, within 30 thirty (30) days from the execution date of such Short-form Intellectual Property Security Agreement, as applicable and (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, 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 pursuant to the Uniform Commercial Code of the relevant State(s), (ii) filings approved or required by United States federal government offices with respect to Registered Intellectual Property and under applicable United States law; (iii) delivery to the Collateral Agent (or its bailee) to be held in its possession of all Collateral consisting of (y) Pledge Shares and Pledge Debt (each as defined in the Pledge Agreement) and (z) Tangible Chattel Paper, Instruments or Certificated Securities (other than Pledge Shares and Pledge Debt) with a fair market value in excess of $10,000,000 individually; and (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 required hereunder with respect to any assets that are located outside of the United States or assets that require action under the law of any non-U.S. jurisdiction to create or perfect a security interest in such assets; it being understood, for the avoidance of doubt, that this should not affect any requirement of the Credit Agreement to execute any Non-U.S. Security Documents. (d) It is understood and agreed that the Security Interests in cash and Investment Property created hereunder shall not prevent the Grantors from using such assets in the ordinary course of their respective businesses. (a) Set forth on Schedule 8 is (i) the exact legal name of each Grantor, as such name appears in its certificate of organization or like document and (ii) each other legal name (including any successor entity or entity that has merged into such Grantor) that such Grantor has had in the past five years, together with the date of the relevant name change. (b) Except as set forth on Schedule 8, no Grantor has changed its corporate or organizational name (including by way of merger, consolidation or similar reorganization) within the past five years. (c) Set forth on Schedule 8 is (i) the jurisdiction of organization and the form of organization of each Grantor, (ii) the organizational identification number, if any, assigned by such jurisdiction, (iii) the tax identification number, if any, of such Grantor and (iv) the address (including the county) of the chief executive office and, if different, the principal place of business, of such Grantor; in each case of clause (a), (b) and (c) of this Section 3.3, as of the Closing Date.

Perfected Liens. (a) This After giving effect to the Transaction, this Security Agreement is effective to create in favor of the Collateral Agent, for its benefit and for the benefit of the Secured Parties, legal, valid and enforceable Security Interests in the Collateral (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 UCC), subject to the effects of bankruptcy, insolvency or similar laws affecting creditors’ rights generally and 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 (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 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 filing of a fully executed agreement substantially in the form of Annex C 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, 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 Agreement, or in the United States Copyright Office, with respect to U.S. registered Copyrights, within 30 thirty (30) days from the execution date of such Short-form Intellectual Property Security Agreement, as applicable and (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, 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 pursuant to the Uniform Commercial Code of the relevant State(s), (ii) filings approved or required by United States federal government offices with respect to Registered Intellectual Property and under applicable United States law; (iii) delivery to the Collateral Agent (or its bailee) to be held in its possession of all Collateral consisting of (y) Pledge Shares and Pledge Debt (each as defined in the Pledge Agreement) and (z) Tangible Chattel Paper, Instruments or Certificated Securities (other than Pledge Shares and Pledge Debt) with a fair market value in excess of $10,000,000 individually; and (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 required hereunder with respect to any assets that are located outside of the United States or assets that require action under the law of any non-U.S. jurisdiction to create or perfect a security interest in such assets; it being understood, for the avoidance of doubt, that this should not affect any requirement of the Credit Agreement to execute any Non-U.S. Security Documents. (d) It is understood and agreed that the Security Interests in cash and Investment Property created hereunder shall not prevent the Grantors from using such assets in the ordinary course of their respective businesses. (a) Set forth on Schedule 8 is (i) the exact legal name of each Grantor, as such name appears in its certificate of organization or like document and (ii) each other legal name (including any successor entity or entity that has merged into such Grantor) that such Grantor has had in the past five years, together with the date of the relevant name change. (b) Except as set forth on Schedule 8, no Grantor has changed its corporate or organizational name (including by way of merger, consolidation or similar reorganization) within the past five years. (c) Set forth on Schedule 8 is (i) the jurisdiction of organization and the form of organization of each Grantor, (ii) the organizational identification number, if any, assigned by such jurisdiction, (iii) the tax identification number, if any, of such Grantor and (iv) the address (including the county) of the chief executive office and, if different, the principal place of business, of such Grantor; in each case of clause (a), (b) and (c) of this Section 3.3, as of the Closing Date.

Perfected Liens. The security interests granted pursuant to this Agreement (a) This Security Agreement is effective constitute valid and continuing perfected (other than with respect to create unperfected liens permitted under Sections 4.7 and 4.12) security interests in all of the Collateral, in favor of the Collateral Agent, for its benefit and for the benefit of the Secured Parties, legal, valid and enforceable Security Interests in the Collateral (with respect to Collateral consisting of Capital Stock of Foreign Subsidiaries, to the extent the enforceability of such Security Interest is governed by the UCC), subject to the effects of bankruptcy, insolvency or similar laws affecting creditors’ rights generally and general equitable principles. (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 (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 AgentTrustee, for the benefit of the Secured Parties, as collateral security for the such Grantor’s Secured Obligations, upon (A) enforceable in accordance with respect to Collateral in the terms hereof, for which perfection can a security interest may be obtained perfected 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 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, completion of the filing of a fully executed agreement substantially in financing statement under the form of Annex C hereof (UCC or filing with the “Short-form Intellectual Property Security Agreement”) and containing a description of all Collateral constituting Registered Intellectual Property in United States Copyright Office or filing with the United States Patent and Trademark OfficeOffice upon (i) in the case of all Collateral in which a security interest may be perfected by filing a financing statement under the UCC, the completion of such filings, (ii) the delivery to the Collateral Trustee (or its agent or bailee) of all Collateral consisting of Instruments and Certificated Securities, in each case properly endorsed for transfer to the Collateral Trustee or in blank, (iii) the execution of Securities Account Control Agreements with respect to U.S. registered and applied for Patents and Trademarksall Securities Accounts of a Grantor constituting Collateral, within 90 days from (iv) the execution date of such Short-form Intellectual Property Security Agreement or in Deposit Account Control Agreements with respect to all Deposit Accounts of a Grantor constituting Collateral and (v) all appropriate filings having been made with the United States Copyright Office, with respect to U.S. registered Copyrights, within 30 days from Office and/or the execution date of such Short-form Intellectual Property Security Agreement, as applicable United States Patent and Trademark Office and (iib) are prior to all other Liens on the Collateral other than in existence on the date hereof except for Liens permitted pursuant to Section 10.2 of by the Credit Agreement. (c) Notwithstanding anything to Secured Instruments that have priority over the contrary herein, no Grantor shall be required to perfect the Security Interests granted by this Security Agreement by any means other than by (i) filings pursuant to the Uniform Commercial Code of the relevant State(s), (ii) filings approved by United States federal government offices with respect to Registered Intellectual Property and (iii) delivery to Liens on the Collateral Agent (or its bailee) to be held in its possession by operation of all Collateral consisting of Tangible Chattel Paper, Instruments or Certificated Securities with a fair market value in excess of $10,000,000 individuallylaw. (d) It is understood and agreed that the Security Interests in cash and Investment Property created hereunder shall not prevent the Grantors from using such assets in the ordinary course of their respective businesses. (a) Set forth on Schedule 8 is (i) the exact legal name of each Grantor, as such name appears in its certificate of organization or like document and (ii) each other legal name (including any successor entity or entity that has merged into such Grantor) that such Grantor has had in the past five years, together with the date of the relevant name change. (b) Except as set forth on Schedule 8, no Grantor has changed its corporate or organizational name (including by way of merger, consolidation or similar reorganization) within the past five years. (c) Set forth on Schedule 8 is (i) the jurisdiction of organization and the form of organization of each Grantor, (ii) the organizational identification number, if any, assigned by such jurisdiction, (iii) the tax identification number, if any, of such Grantor and (iv) the address (including the county) of the chief executive office and, if different, the principal place of business, of such Grantor; in each case of clause (a), (b) and (c) of this Section 3.3, as of the Closing Date.

Perfected Liens. The security interests granted to the Administrative Agent pursuant to this Agreement (a) This (i) upon completion of the filings and other 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 (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 a Patent Security Agreement, Trademark Security Agreement is effective to create or Copyright Security Agreement in the United States Patent and Trademark Office or in the United States Copyright Office, as applicable, (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 Guarantee & Collateral Agreement 13 security interests in all of the Collateral in favor of the Collateral Agent, for its benefit and for the benefit of the Secured Parties, legal, valid and enforceable Security Interests in the Collateral (with respect to Collateral consisting of Capital Stock of Foreign Subsidiaries, to the extent the enforceability of such Security Interest is governed by the UCC), subject to the effects of bankruptcy, insolvency or similar laws affecting creditors’ rights generally and general equitable principles. (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 (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 Administrative Agent, for the ratable benefit of the Secured Parties, as collateral security for the Secured Obligations, upon (A) enforceable in accordance with respect the terms hereof against any creditors of any Grantor and any Persons purporting to purchase any Collateral in which perfection can be obtained by filing a financing statementfrom any Grantor, 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 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, completion of the filing of a fully executed agreement substantially in the form of Annex C 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, 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, with respect to U.S. registered Copyrights, within 30 days from the execution date of such Short-form Intellectual Property Security Agreement, as applicable and (iib) are prior to all other Liens on the Collateral except for Liens permitted by the Credit Agreement which have priority over the Liens of the Administrative Agent on the Collateral (for the ratable benefit of the Secured Parties) by operation of law, and in the case of Collateral other than Pledged Collateral, Liens permitted pursuant to by Section 10.2 7.3 of the Credit AgreementAgreement which are non-consensual permitted Liens, permitted purchase money Liens, or the interests of lessors under capital leases). (c) Notwithstanding anything to the contrary herein, no Grantor shall be required to perfect the Security Interests granted by this Security Agreement by any means other than by (i) filings pursuant to the Uniform Commercial Code of the relevant State(s), (ii) filings approved by United States federal government offices with respect to Registered Intellectual Property and (iii) delivery to the Collateral Agent (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. (d) It is understood and agreed that the Security Interests in cash and Investment Property created hereunder shall not prevent the Grantors from using such assets in the ordinary course of their respective businesses. (a) Set forth on Schedule 8 is (i) the exact legal name of each Grantor, as such name appears in its certificate of organization or like document and (ii) each other legal name (including any successor entity or entity that has merged into such Grantor) that such Grantor has had in the past five years, together with the date of the relevant name change. (b) Except as set forth on Schedule 8, no Grantor has changed its corporate or organizational name (including by way of merger, consolidation or similar reorganization) within the past five years. (c) Set forth on Schedule 8 is (i) the jurisdiction of organization and the form of organization of each Grantor, (ii) the organizational identification number, if any, assigned by such jurisdiction, (iii) the tax identification number, if any, of such Grantor and (iv) the address (including the county) of the chief executive office and, if different, the principal place of business, of such Grantor; in each case of clause (a), (b) and (c) of this Section 3.3, as of the Closing Date.

Perfected Liens. (a) This Security Agreement is effective to create in favor of the Collateral Agent, for its benefit and for the benefit of the Secured Parties, legal, valid and enforceable Security Interests in the Collateral (with respect to Collateral consisting of Capital Stock of Foreign Subsidiaries, to the extent the enforceability of such Security Interest is governed by the UCC), subject to the effects of bankruptcy, insolvency or similar laws affecting creditors’ rights generally and general equitable principles. (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 (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 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, completion of the filing of a fully executed agreement substantially in the form of Annex C 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, 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, with respect to U.S. registered Copyrights, within 30 days from the execution date of such Short-form Intellectual Property Security Agreement, as applicable and (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, no Grantor shall be required to perfect the Security Interests granted by this Security Agreement by any means other than by (i) filings pursuant to the Uniform Commercial Code of the relevant State(s), (ii) filings approved by United States federal government offices with respect to Registered Intellectual Property and Property, (iii) delivery to the Collateral Agent (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 individuallyindividually and (iv) actions to perfect by Control a security interest in Deposit Accounts to the extent set forth in Section 4.5. (d) It is understood and agreed that the Security Interests in cash and Investment Property created hereunder shall not prevent the Grantors from using such assets in the ordinary course of their respective businesses. (a) Set forth on Schedule 8 is (i) the exact legal name of each Grantor, as such name appears in its certificate of organization or like document and (ii) each other legal name (including any successor entity or entity that has merged into such Grantor) that such Grantor has had in the past five years, together with the date of the relevant name change. (b) Except as set forth on Schedule 8, no Grantor has changed its corporate or organizational name (including by way of merger, consolidation or similar reorganization) within the past five years. (c) Set forth on Schedule 8 is (i) the jurisdiction of organization and the form of organization of each Grantor, (ii) the organizational identification number, if any, assigned by such jurisdiction, (iii) the tax identification number, if any, of such Grantor and (iv) the address (including the county) of the chief executive office and, if different, the principal place of business, of such Grantor; in each case of clause (a), (b) and (c) of this Section 3.3, as of the Closing Date.

Perfected Liens. (a) This Security Agreement Each financing statement naming any Grantor as a debtor is effective to create in favor appropriate form for filing in the appropriate filing offices of the Collateral Agent, for its benefit and for the benefit of the Secured Parties, legal, valid and enforceable Security Interests in the Collateral (with respect to Collateral consisting of Capital Stock of Foreign Subsidiaries, to the extent the enforceability of such Security Interest is governed by the UCC), subject to the effects of bankruptcy, insolvency or similar laws affecting creditors’ rights generally and general equitable principles. (b) Subject to the limitations set forth in clause (c) of this Section 3.2, the states specified on Schedule 3.3. The Security Interests granted pursuant to this Security Agreement (ia) will constitute valid and perfected Security Interests security interests in all of the Collateral (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 Administrative Agent, for the ratable benefit of itself and the other Secured Parties, as collateral security for the Obligations, upon and (Ab): (1) with respect when UCC financing statements containing an adequate description of the Collateral shall have been filed in the offices specified in Schedule 3.3, the Security Interests will constitute perfected security interests in all right, title and interest of such Grantor in the Collateral to Collateral in which perfection can the extent that a security interest therein may be obtained perfected 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 pursuant to the Collateral Agent UCC, prior to all other Liens and rights of others therein except for Permitted Liens; (or its bailee2) of all Instruments, Chattel Paper, Certificated Securities and negotiable Documents in when each case, properly endorsed for transfer in blank and (C) Copyright security agreement has been filed with respect to Intellectual Property, completion of the filing of a fully executed agreement substantially in the form of Annex C 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, 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, with respect to U.S. registered Copyrightsthe Security Interests will constitute perfected security interests in all right, within 30 days from the execution date title and interest of such Short-form Grantor in the Intellectual Property Security Agreementtherein described, as applicable and (ii) are prior to all other Liens on and rights of others therein except for Permitted Liens; and (3) when each control agreement has been duly executed by the Collateral other than Liens permitted pursuant to Section 10.2 of the Credit Agreement. applicable depository bank or Securities Intermediary (cas applicable) Notwithstanding anything and delivered to the contrary hereinAdministrative Agent, no Grantor shall be required to perfect the Security Interests granted by this Security Agreement by any means will constitute perfected security interests in all right, title and interest of the Grantors in the Deposit Accounts (other than by (ithe Excluded Deposit Accounts) filings pursuant to the Uniform Commercial Code of the relevant State(s), (ii) filings approved by United States federal government offices with respect to Registered Intellectual Property and (iii) delivery to the Collateral Agent (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. (d) It is understood and agreed that the Security Interests in cash and Investment Property created hereunder shall not prevent the Grantors from using such assets in the ordinary course of their respective businesses. (a) Set forth on Schedule 8 is (i) the exact legal name of each GrantorAccounts, as such name appears in its certificate applicable, subject thereto, prior to all other Liens and rights of organization or like document others therein and (ii) each other legal name (including any successor entity or entity that has merged into such Grantor) that such Grantor has had in the past five years, together with the date of the relevant name changesubject to no adverse claims except for Permitted Liens. (b) Except as set forth on Schedule 8, no Grantor has changed its corporate or organizational name (including by way of merger, consolidation or similar reorganization) within the past five years. (c) Set forth on Schedule 8 is (i) the jurisdiction of organization and the form of organization of each Grantor, (ii) the organizational identification number, if any, assigned by such jurisdiction, (iii) the tax identification number, if any, of such Grantor and (iv) the address (including the county) of the chief executive office and, if different, the principal place of business, of such Grantor; in each case of clause (a), (b) and (c) of this Section 3.3, as of the Closing Date.

Perfected Liens. (a) This Security Agreement is effective to create in favor of the Collateral Agent, for its benefit and for the benefit of the Secured Parties, legal, valid and enforceable Security Interests in the Collateral (with respect to Collateral consisting of Capital Stock of Foreign Subsidiaries, to the extent the enforceability of such Security Interest is governed by the UCC), subject to the effects of bankruptcy, insolvency or similar laws affecting creditors’ rights generally and general equitable principles. (b) Subject to the limitations set forth in clause (c) of this Section 3.2, the Security Interests The security interests granted pursuant to this Security Agreement upon completion of the filings and other actions specified on Schedule 2 (which, in the case of all filings and other documents referred to on said Schedule, have been or will be delivered to the Collateral Trustee in completed and duly executed form) will constitute separate and distinct valid perfected security interests in all of the Collateral (other than (x) Inventory and Equipment constituting Collateral maintained at locations where there is (i) will constitute valid less than $20,000 aggregate book value of Inventory and perfected Security Interests in the Collateral Equipment maintained at each such location and (ii) an aggregate book value, as to the extent perfection may be obtained by the filings or other actions described in clause all Inventory and Equipment maintained at such locations, not to exceed $200,000 and (A), (By) or (C) of this paragraphVehicles) in favor of (i) the Collateral AgentTrustee, for the benefit of the holders of the First Priority Secured PartiesObligations, (ii) the Collateral Trustee, for the benefit of the holders of the Second Priority Secured Obligations, (iii) the Collateral Trustee, for the benefit of the holders of the Third Priority Secured Debt Obligations, and (iv) the Collateral Trustee, for the benefit of the holders of the Third Priority Secured Surety Bond Obligations, as collateral security for the such Obligor's Secured Obligations, upon (A) enforceable in accordance with respect to Collateral in which perfection can be obtained by filing a financing statement, the filing in the applicable filing offices of terms hereof against 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 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, completion of the filing of a fully executed agreement substantially in the form of Annex C 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, with respect to U.S. registered and applied for Patents and Trademarks, within 90 days from the execution date creditors of such Short-form Intellectual Property Security Agreement or in the United States Copyright Office, with respect Obligor and any Persons purporting to U.S. registered Copyrights, within 30 days purchase any Collateral from the execution date of such Short-form Intellectual Property Security Agreement, as applicable Obligor and (ii) are prior to all other Liens on the Collateral other than Liens permitted pursuant to Section 10.2 in existence on the date hereof except (x) in the case of the Credit Agreement. (c) Notwithstanding anything to the contrary hereinCorporate Collateral, no Grantor shall be required to perfect the Security Interests granted by this Security Agreement by any means other than by (i) filings Liens created pursuant to the Uniform Commercial Code of the relevant State(s)New Credit Facility Documents, (iiy) filings approved by United States federal government offices with respect to Registered Intellectual Property Liens listed on Schedule 7 and (iiiz) delivery to Permitted Liens which have priority by operation of law. Except as set forth in Schedule 7, such Obligor has not granted any consensual Liens on the Collateral Agent (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. (d) It is understood and agreed that the Security Interests in cash and Investment Property created hereunder shall not prevent the Grantors from using such assets in the ordinary course of their respective businesses. (a) Set forth on Schedule 8 is (i) the exact legal name of each Grantor, as such name appears in its certificate of organization or like document and (ii) each other legal name (including any successor entity or entity that has merged into such Grantor) that such Grantor has had in the past five years, together with the date of the relevant name changethan Permitted Liens. (b) Except as set forth on Schedule 8, no Grantor has changed its corporate or organizational name (including by way of merger, consolidation or similar reorganization) within the past five years. (c) Set forth on Schedule 8 is (i) the jurisdiction of organization and the form of organization of each Grantor, (ii) the organizational identification number, if any, assigned by such jurisdiction, (iii) the tax identification number, if any, of such Grantor and (iv) the address (including the county) of the chief executive office and, if differentPursuant to this Agreement, the principal place of business, of such Grantor; in each case of clause (a), (b) and (c) of this Section 3.3, as of Secured Parties are being granted Liens on all Collateral that secures the Closing Dateobligations under the New Credit Facility.

Perfected Liens. (a) This After giving effect to the Transactions, this Security Agreement is effective to create in favor of the Collateral Agent, for its benefit and for the benefit of the Secured Parties, legal, valid and enforceable Security Interests in the Collateral (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 UCC), subject to the effects of bankruptcy, insolvency or similar laws affecting creditors’ rights generally and 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 (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 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 filing of a fully executed agreement substantially in the form of Annex C 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, 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 Agreement, or in the United States Copyright Office, with respect to U.S. registered Copyrights, within 30 thirty (30) days from the execution date of such Short-form Intellectual Property Security Agreement, as applicable and (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, 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 pursuant to the Uniform Commercial Code UCC of the relevant State(sstate(s), (ii) filings approved or required by United States federal government offices with respect to Registered Intellectual Property under applicable United States law and (iii) delivery to the Collateral Agent (or its bailee) to be held in its possession or control of all Collateral consisting of (y) Pledged Shares and Pledged Debt (each as defined in the Pledge Agreement) constituting certificated Securities 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) $10,000,000 3,300,000 and (b) 10% of Consolidated EBITDA for the most recently ended Test Period (calculated on a Pro Forma Basis) individually. No additional actions shall be required hereunder with respect to any assets that are located outside of the United States or assets that require action under the law of any non-U.S. jurisdiction to create or perfect a security interest in such assets; it being understood, for the avoidance of doubt, that there shall be no requirement to execute any security agreement or pledge agreement governed by the laws of any non-U.S. jurisdiction. (d) It is understood and agreed that the Security Interests in cash and Investment Property created hereunder shall not prevent the Grantors from using such assets in the ordinary course of their respective businesses. (a) Set forth on Schedule 8 is (i) the exact legal name of each Grantor, as such name appears in its certificate of organization or like document and (ii) each other legal name (including any successor entity or entity that has merged into such Grantor) that such Grantor has had in the past five years, together with the date of the relevant name change. (b) Except as set forth on Schedule 8, no Grantor has changed its corporate or organizational name (including by way of merger, consolidation or similar reorganization) within the past five years. (c) Set forth on Schedule 8 is (i) the jurisdiction of organization and the form of organization of each Grantor, (ii) the organizational identification number, if any, assigned by such jurisdiction, (iii) the tax identification number, if any, of such Grantor and (iv) the address (including the county) of the chief executive office and, if different, the principal place of business, of such Grantor; in each case of clause (a), (b) and (c) of this Section 3.3, as of the Closing Date.

Perfected Liens. (a) This Security Agreement is effective to create in favor of the Collateral Agent, for its benefit and for the benefit of the Secured Parties, legal, valid and enforceable Security Interests in the Collateral (with respect to Collateral consisting of Capital Stock of Foreign Subsidiaries, to the extent the enforceability of such Security Interest is governed by the UCC), subject to the effects of bankruptcy, insolvency or similar laws affecting creditors’ rights generally and general equitable principles. (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 (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 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, completion of the filing of a fully executed agreement substantially in the form of Annex C 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, 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, with respect to U.S. registered Copyrights, within 30 days from the execution date of such Short-form Intellectual Property Security Agreement, as applicable and (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, no Grantor shall be required to perfect the Security Interests granted by this Security Agreement by any means other than by (i) filings pursuant to the Uniform Commercial Code of the relevant State(s), (ii) filings approved by United States federal government offices with respect to Registered Intellectual Property and Property, (iii) delivery to the Collateral Agent (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 individuallyindividually and (iv) actions to perfect by Control a security interest in deposit accounts to the extent set forth in Section 4.5. (d) It is understood and agreed that the Security Interests in cash and Investment Property created hereunder shall not prevent the Grantors from using such assets in the ordinary course of their respective businesses. (a) Set forth on Schedule 8 is (i) the exact legal name of each Grantor, as such name appears in its certificate of organization or like document and (ii) each other legal name (including any successor entity or entity that has merged into such Grantor) that such Grantor has had in the past five years, together with the date of the relevant name change. (b) Except as set forth on Schedule 8, no Grantor has changed its corporate or organizational name (including by way of merger, consolidation or similar reorganization) within the past five years. (c) Set forth on Schedule 8 is (i) the jurisdiction of organization and the form of organization of each Grantor, (ii) the organizational identification number, if any, assigned by such jurisdiction, (iii) the tax identification number, if any, of such Grantor and (iv) the address (including the county) of the chief executive office and, if different, the principal place of business, of such Grantor; in each case of clause (a), (b) and (c) of this Section 3.3, as of the Closing Date.

Perfected Liens. (a) This After giving effect to the Transactions, this Security Agreement is effective to create in favor of the Collateral Agent, for its benefit and for the benefit of the Secured Parties, legal, valid and enforceable Security Interests in the Collateral (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 UCC), subject to the effects of bankruptcy, insolvency or similar laws affecting creditors’ rights generally and 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 (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 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 filing of a fully executed agreement substantially in the form of Annex C 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, 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 Agreement, or in the United States Copyright Office, with respect to U.S. registered Copyrights, within 30 thirty (30) days from the execution date of such Short-form Intellectual Property Security Agreement, as applicable and (ii) are prior to all other Liens on the Collateral other than Liens permitted pursuant to Section 10.2 of the Credit Agreement (and which, in the case of Liens permitted in respect of the ABL 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 pursuant to the Uniform Commercial Code of the relevant State(s), (ii) filings approved or required by United States federal government offices with respect to Registered Intellectual Property and under applicable United States law, (iii) delivery to the Collateral Agent (or its bailee) to be held in its possession of 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) $10,000,000 45,000,000 and (b) 10% of Consolidated EBITDA for the most recently ended Test Period (calculated on a Pro Forma Basis) individually; and (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 required hereunder with respect to any assets that are located outside of the United States or assets that require action under the law of any non-U.S. jurisdiction to create or perfect a security interest in such assets; it being understood, for the avoidance of doubt, that there shall be no requirement to execute any security agreement or pledge agreement governed by the laws of any non-U.S. jurisdiction. . (d) It is understood and agreed that the Security Interests in cash and Investment Property created hereunder shall not prevent the Grantors from using such assets in the ordinary course of their respective businesses. (a) Set forth on Schedule 8 is (i) the exact legal name of each Grantor, as such name appears in its certificate of organization or like document and (ii) each other legal name (including any successor entity or entity that has merged into such Grantor) that such Grantor has had in the past five years, together with the date of the relevant name change. (b) Except as set forth on Schedule 8, no Grantor has changed its corporate or organizational name (including by way of merger, consolidation or similar reorganization) within the past five years. (c) Set forth on Schedule 8 is (i) the jurisdiction of organization and the form of organization of each Grantor, (ii) the organizational identification number, if any, assigned by such jurisdiction, (iii) the tax identification number, if any, of such Grantor and (iv) the address (including the county) of the chief executive office and, if different, the principal place of business, of such Grantor; in each case of clause (a), (b) and (c) of this Section 3.3, as of the Closing Date.

Perfected Liens. (a) This Security Agreement is effective to create in favor of the Collateral Agent, for its benefit and for the benefit of the Secured Parties, legal, valid and enforceable Security Interests in the Collateral (with respect to Collateral consisting of Capital Stock of Foreign Subsidiaries, to the extent the enforceability of such Security Interest is governed by the UCC), subject to the effects of bankruptcy, insolvency or similar laws affecting creditors’ rights generally and general equitable principles. (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 first priority Security Interests in the Collateral (subject to Permitted Liens 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 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, completion of the filing of a fully executed agreement substantially in the form of Annex C 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, 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, with respect to U.S. registered Copyrights, within 30 days from the execution date of such Short-form Intellectual Property Security Agreement, as applicable and (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, no Grantor shall be required to perfect the Security Interests granted by this Security Agreement by any means other than by (i) filings pursuant to the Uniform Commercial Code of the relevant State(s), (ii) filings approved by in the United States federal government offices Patent and Trademark Office or United States Copyright Office (as applicable) with respect to Registered Intellectual Property and Property, (iii) delivery to the Collateral Agent (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 individuallyindividually and (iv) actions to perfect a security interest in Commercial Tort Claims to the extent set forth in Section 4.1(f). (d) It is understood and agreed that the Security Interests created hereunder in cash and Investment Property created hereunder shall not prevent the Grantors from using such assets in the ordinary course of their respective businesses. (a) Set forth on Schedule 8 is (i) the exact legal name of each Grantor, as such name appears in its certificate of organization or like document and (ii) each other legal name (including any successor entity or entity that has merged into such Grantor) that such Grantor has had in the past five years, together with the date of the relevant name change. (b) Except as set forth on Schedule 8, no Grantor has changed its corporate or organizational name (including by way of merger, consolidation or similar reorganization) within the past five years. (c) Set forth on Schedule 8 is (i) the jurisdiction of organization and the form of organization of each Grantor, (ii) the organizational identification number, if any, assigned by such jurisdiction, (iii) the tax identification number, if any, of such Grantor and (iv) the address (including the county) of the chief executive office and, if different, the principal place of business, of such Grantor; in each case of clause (a), (b) and (c) of this Section 3.3, as of the Closing Date.

Perfected Liens. (a) This Security Agreement is effective to create in favor of the Collateral Agent, for its benefit and for the benefit of the Secured Parties, legal, valid and enforceable Security Interests in the Collateral (provided that, with respect to Collateral consisting the creation and perfection of Security Interests with respect to Indebtedness, Capital Stock and Stock Equivalents of Foreign Subsidiaries, only to the extent the enforceability of such Security Interest creation and perfection thereof is governed by the UCCUniform Commercial Code), subject to the effects of bankruptcy, insolvency or similar laws affecting creditors’ rights generally and 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 (to the extent perfection may be obtained by the filings or other actions described in clause clauses (A), (B) or (C) of this paragraphSection 3.2(b)) 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 that is not Excluded Property 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 DocumentsDocuments in each case that constitute Collateral, 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 Registered Intellectual Property that is not Excluded Property, completion or recordation of the filing of a fully executed agreement substantially in the form of Annex C B hereof (the “Short-form Intellectual Property Security Agreement”) and containing a description of all the applicable Collateral constituting Registered Intellectual Property in the United States Patent and Trademark 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, with respect to U.S. registered Copyrights, within 30 days from the execution date of such Short-form Intellectual Property Security Agreement, as applicable and (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, no Grantor shall be required to to, nor shall the Collateral Agent be authorized to, perfect the Security Interests granted by this Security Agreement by any means other than by (i) filings pursuant to the Uniform Commercial Code of the relevant State(s), (ii) filings approved or required by United States federal government offices with respect to Registered Intellectual Property under applicable United States law and (iii) delivery to the Collateral Agent (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 individually15,000,000 individually (or in the case of intercompany indebtedness, an Intercompany Note). No additional actions shall be required hereunder with respect to (x) any Equity Interests issued by a Foreign Subsidiary (it being understood that there shall be no security agreements or pledge agreements governed under the laws of any non-U.S. jurisdiction) or (y) any assets that are located or titled outside of the United States or assets that require action under the law of any non-U.S. jurisdiction to create or perfect a security interest in such assets (it being understood that there shall be no security agreements governed under the laws of any non-U.S. jurisdiction), and no Grantor shall be required to enter into any control agreement with respect to any deposit account, securities account or commodities account or contract or, except as expressly set forth in the immediately preceding sentence, to take any other action with respect to any Collateral to perfect through control agreements or to otherwise perfect by “control.” (d) It is understood and agreed that the Security Interests in cash and Investment Property created hereunder shall not prevent the Grantors from using such assets in the ordinary course of their respective businesses. (a) Set forth on Schedule 8 is (i) the exact legal name of each Grantor, as such name appears in its certificate of organization or like document and (ii) each other legal name (including any successor entity or entity that has merged into such Grantor) that such Grantor has had in the past five years, together with the date of the relevant name change. (b) Except as set forth on Schedule 8, no Grantor has changed its corporate or organizational name (including by way of merger, consolidation or similar reorganization) within the past five years. (c) Set forth on Schedule 8 is (i) the jurisdiction of organization and the form of organization of each Grantor, (ii) the organizational identification number, if any, assigned by such jurisdiction, (iii) the tax identification number, if any, of such Grantor and (iv) the address (including the county) of the chief executive office and, if different, the principal place of business, of such Grantor; in each case of clause (a), (b) and (c) of this Section 3.3, as of the Closing Date.

Perfected Liens. (a) This Security Agreement Each UCC financing statement naming any Grantor as a debtor and the Administrative Agent as secured party is effective in appropriate form for filing in the appropriate offices of the states specified on Schedule 3.3 (as such schedule shall be updated from time to create in favor time pursuant to Section 4.3) and contains an adequate description of the Collateral Agent, for its benefit and for the benefit purposes of the Secured Parties, legal, valid and enforceable Security Interests perfecting a security interest in the such Collateral (with respect to Collateral consisting of Capital Stock of Foreign Subsidiaries, to the extent the enforceability of such Security Interest is governed that a security interest therein may be perfected by filing pursuant to the UCC), subject to the effects of bankruptcy, insolvency or similar laws affecting creditors’ rights generally and general equitable principles. (b) Subject to the limitations set forth in clause (c) of this Section 3.2, the . The Security Interests granted pursuant to this Security Agreement (i) will constitute valid and perfected Security Interests enforceable security interests in all of the Collateral (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 Administrative Agent, for the benefit of the Secured Parties, as collateral security for the Secured Obligations, upon subject to Permitted Liens. (Ab) with respect to Collateral When the aforementioned financing statements shall have been filed in which perfection can be obtained by filing a financing statementthe offices specified in Schedule 3.3, the filing Security Interest will constitute a perfected security interest in all right, title and interest of the applicable Grantor named as debtor in such financing statement in the applicable filing offices of all financing statementsCollateral described therein, and the power to transfer rights in such Collateral, 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 case 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 extent that a security interest therein may be perfected by filing pursuant to Intellectual Property, completion of the filing of a fully executed agreement substantially in the form of Annex C 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, 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, with respect to U.S. registered Copyrights, within 30 days from the execution date of such Short-form Intellectual Property Security Agreement, as applicable and (ii) are UCC prior to all other Liens on the Collateral other than Liens permitted pursuant to Section 10.2 and rights of the Credit Agreementothers therein, except for Permitted Liens. (c) Notwithstanding anything to When the contrary herein, no applicable Grantor shall be required to perfect the Security Interests granted by this Security Agreement by have delivered any means other than by (i) filings pursuant to the Uniform Commercial Code of the relevant State(s)Instruments, (ii) filings approved by United States federal government offices with respect to Registered Intellectual Property and (iii) delivery to the Collateral Agent (or its bailee) to be held in its possession of all Collateral consisting of Tangible Chattel Paper, Instruments or Certificated Securities money (together with a fair market value an Effective Endorsement and Assignment in excess the case of $10,000,000 individually. (dInstruments) It is understood and agreed that to the Administrative Agent, the Security Interests Interest will constitute a perfected security interest in cash all right, title and Investment Property created hereunder shall not prevent the Grantors from using such assets in the ordinary course of their respective businesses. (a) Set forth on Schedule 8 is (i) the exact legal name of each Grantor, as such name appears in its certificate of organization or like document and (ii) each other legal name (including any successor entity or entity that has merged into such Grantor) that such Grantor has had in the past five years, together with the date interest of the relevant name change. (b) Except as set forth on Schedule 8applicable Grantor in such Instruments, no Grantor has changed its corporate Tangible Chattel Paper, or organizational name (including by way of mergermoney, consolidation or similar reorganization) within the past five years. (c) Set forth on Schedule 8 is (i) the jurisdiction of organization and the form power to transfer rights in such Instruments, Tangible Chattel Paper, or money, prior to all other Liens and rights of organization of each Grantorothers therein and subject to no adverse claims, (ii) the organizational identification number, if any, assigned by such jurisdiction, (iii) the tax identification number, if any, of such Grantor and (iv) the address (including the county) of the chief executive office and, if different, the principal place of business, of such Grantor; in each case of clause (a), (b) and (c) of this Section 3.3, as of the Closing Dateexcept for Permitted Liens.

Perfected Liens. (a) This Subject to the qualifications set forth in Section 6.2 of the Credit Agreement, with respect to each Grantor, this Security Agreement is effective to create in favor of the Collateral Agent, for its benefit and for the benefit of the Secured Parties, legal, valid and enforceable Security Interests in the Collateral (with respect to Collateral consisting of Capital Stock of Foreign SubsidiariesCollateral, to the extent required under this Security Agreement, the enforceability of such Security Interest which is governed by the UCC), subject to the effects of applicable bankruptcy, insolvency insolvency, reorganization, moratorium or similar other laws affecting creditors’ rights generally and subject to general equitable principlesprinciples of equity, regardless of whether considered in a proceeding in equity or at law, and principles of good faith and fair dealing. (b) Subject to the limitations set forth in clause (c) of this Section 3.24.2, the Security Interests granted pursuant to this Security Agreement (i) will constitute valid and perfected Security Interests in the Collateral (to the extent perfection may be obtained by the filings or other actions described in clause (A), (B), (C) or (CD) of this paragraph) in favor of the Collateral Agent, for the benefit of the Secured Parties, as collateral security for the Obligations, upon as a result of (A) with respect to Collateral in which perfection can be obtained by filing a financing statement, the completion of 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, Investment Property, Certificated Securities and negotiable DocumentsDocuments in each case that constitute Collateral, delivery to the Collateral Agent (or its bailee) of all Instruments, Chattel Paper, Investment Property, Certificated Securities and negotiable Documents in each case, properly endorsed for transfer to the Collateral Agent or in blank and blank, (C) with respect to Deposit Accounts and Securities Accounts, execution of account control agreements in favor of the Collateral Agent (or in favor of any other Person acting as gratuitous bailee on behalf of the Secured Parties pursuant to the terms of the Applicable Intercreditor Agreements) and (D) with respect to registered Intellectual Property, completion or recordation of the filing filing, registration and recording of a fully executed agreement substantially in the form of Annex C hereof (the “Short-form Intellectual Property Security Agreement”or a supplement hereto) and containing a description of all Collateral constituting Registered Intellectual Property registered Patents and Trademarks in the United States Patent and Trademark OfficeOffice (or any successor office) within a three month period (commencing as of the date hereof) or, with respect to U.S. registered and applied for Collateral constituting United States Patents and TrademarksUnited States registered Trademarks acquired after the date hereof, within 90 days from the execution date of such Short-form Intellectual Property Security Agreement or three months thereafter, and all Collateral constituting registered Copyrights in the United States Copyright OfficeOffice (or any successor office) within a one month period (commencing as of the date hereof) or, with respect to U.S. Collateral constituting registered CopyrightsUnited States Copyrights acquired after the date hereof, within 30 days from one month thereafter pursuant to 35 USC § 261, 15 USC § 1060 or 17 USC § 205 and the execution date regulations thereunder, and otherwise as may be required pursuant to the laws of any other necessary jurisdiction to the extent that a security interest may be perfected by such Short-form Intellectual Property Security Agreementfilings, as applicable registrations and recordings, and (ii) are prior to all other Liens on the Collateral other than Liens permitted pursuant to under Section 10.2 of the Credit Agreement. (c) Notwithstanding anything to the contrary herein, no Grantor shall be required to, nor shall the Collateral Agent be authorized (i) to perfect the Security Interests granted by this Security Agreement hereunder by any means other than by (iA) filings pursuant to the Uniform Commercial Code in the office of the secretary of state (or similar central filing office) of the relevant State(s) or as required pursuant to Section 3(b), (iiB) filings approved by in United States federal government offices with respect to Registered Intellectual Property as expressly required herein and under the Credit Agreement or (iiiC) delivery to the Collateral Agent, for its possession, of all Pledged Collateral as required pursuant to Section 2, (ii) to enter into any control agreement with respect to any deposit account, securities account or commodities account or contract (other than for which control agreements are required to be obtained or for which the Collateral Agent has obtained control, in each case, to the extent required by the Credit Agreement and the other U.S. Security Documents), (iii) except as otherwise provided for in the Credit Agreement, to take any action in any non-U.S. jurisdiction or pursuant to the requirements of the laws of any non-U.S. jurisdiction in order to create any security interests or to perfect any security interests, including with respect to any Intellectual Property registered outside of the United States (it being understood that there shall be no security agreements or pledge agreements governed by the laws of any non-U.S. jurisdiction), (iv) except as expressly set forth above, to take any other action with respect to any Collateral to perfect through control agreements or to otherwise perfect by “control” or (v) to provide any notice to obtain the consent of governmental authorities under the Federal Assignment of Claims Act (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 individuallyany state equivalent thereof). (d) It is understood and agreed that the Security Interests in cash and Investment Property created hereunder shall not prevent the Grantors from using such assets in the ordinary course of their respective businesses. (a) Set forth on Schedule 8 is (i) the exact legal name of each Grantor, as such name appears in its certificate of organization or like document and (ii) each other legal name (including any successor entity or entity that has merged into such Grantor) that such Grantor has had in the past five years, together with the date of the relevant name change. (b) Except as set forth on Schedule 8, no Grantor has changed its corporate or organizational name (including by way of merger, consolidation or similar reorganization) within the past five years. (c) Set forth on Schedule 8 is (i) the jurisdiction of organization and the form of organization of each Grantor, (ii) the organizational identification number, if any, assigned by such jurisdiction, (iii) the tax identification number, if any, of such Grantor and (iv) the address (including the county) of the chief executive office and, if different, the principal place of business, of such Grantor; in each case of clause (a), (b) and (c) of this Section 3.3, as of the Closing Date.

Perfected Liens. (a) This Security Agreement is effective to create in favor of the Collateral Agent, for its benefit and for the benefit of the Secured Parties, legal, valid and enforceable Security Interests The security interests granted in the Collateral (with respect to Collateral consisting of Capital Stock of Foreign Subsidiaries, to the extent the enforceability of such Security Interest is governed by the UCC), subject to the effects of bankruptcy, insolvency or similar laws affecting creditors’ rights generally and general equitable principles. (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 continuing perfected Security Interests security interests in all of the Grantors’ rights in the Collateral (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, Agent as collateral security for the Secured Obligations, enforceable in accordance with the terms hereof, except as such enforceability may be limited by applicable insolvency, bankruptcy, reorganization, moratorium or other similar laws affecting creditors’ rights generally, upon (A) with respect to in the case of all Collateral in which perfection can a security interest may be obtained perfected by filing a financing statementstatement under the UCC, completion of the filing filings and other actions specified on Schedule 2 (which filings and other documents referred to on Schedule 2 have been delivered to Agent 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 Collateralcompleted form), (B) with respect to Instrumentsany deposit account or securities account, Chattel Paperthe execution of Control Agreements, 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, completion of the filing of a fully executed agreement substantially in the form case of Annex C hereof (all Copyrights, Trademarks and Patents for which UCC filings are insufficient, all appropriate filings having been made with the “Short-form applicable Intellectual Property Security Agreement”) and containing a description of all Collateral constituting Registered Intellectual Property in registries, including but not limited to the United States Copyright Office or the United States Patent and Trademark Office, with respect to U.S. registered and applied for Patents and Trademarksas applicable, within 90 days from (D) in the case of letter-of-credit rights that are not supporting obligations of Collateral, the execution date of a contractual obligation granting control to Agent over such Shortletter-form Intellectual Property Security Agreement or of-credit rights and (E) in the United States Copyright Officecase of electronic chattel paper with payment or amounts owing thereon in excess of $250,000 in the aggregate, with respect the completion of all steps necessary to U.S. registered Copyrights, within 30 days from the execution date of grant control to Agent over such Short-form Intellectual Property Security Agreement, as applicable electronic chattel paper; and (ii) are shall be prior to all other Liens on the Collateral other than Liens permitted pursuant except for Permitted Priority Liens, upon (A) in the case of all Pledged Collateral and Pledged Investment Property, the delivery thereof to Section 10.2 Agent (for the benefit of the Credit Agreement. Secured Parties) of such Pledged Collateral and Pledged Investment Property consisting of instruments and certificates, in each case properly endorsed for transfer to Agent (c) Notwithstanding anything to for the contrary herein, no Grantor shall be required to perfect the Security Interests granted by this Security Agreement by any means other than by (i) filings pursuant to the Uniform Commercial Code benefit of the relevant State(s)Secured Parties) or in blank, (iiB) filings approved by United States federal government offices in the case of all Pledged Investment Property not in certificated form and deposit accounts, the execution of Control Agreements with respect to Registered Intellectual such Pledged Investment Property and deposit accounts and (iiiC) delivery to in the Collateral Agent (or its bailee) to be held in its possession case of all Collateral consisting of Tangible Chattel Paper, Instruments other instruments and tangible chattel paper that has aggregate payments or Certificated Securities with a fair market value amounts owing thereunder in excess of $10,000,000 individually. (d) It is understood and agreed that the Security Interests in cash and Investment Property created hereunder shall not prevent the Grantors from using such assets 250,000 in the ordinary course of their respective businesses. aggregate that are not Pledged Collateral or Pledged Investment Property, the delivery thereof to Agent (a) Set forth on Schedule 8 is (i) for the exact legal name of each Grantor, as such name appears in its certificate of organization or like document and (ii) each other legal name (including any successor entity or entity that has merged into such Grantor) that such Grantor has had in the past five years, together with the date benefit of the relevant name change. (bSecured Parties) of such instruments and tangible chattel paper. Except as set forth on Schedule 8, no Grantor has changed its corporate or organizational name (including by way of merger, consolidation or similar reorganization) within the past five years. (c) Set forth on Schedule 8 is (i) the jurisdiction of organization and the form of organization of each Grantor, (ii) the organizational identification number, if any, assigned by such jurisdiction, (iii) the tax identification number, if any, of such Grantor and (iv) the address (including the county) of the chief executive office and, if different, the principal place of business, of such Grantor; in each case of clause (a), (b) and (c) of this Section 3.34.2 or as otherwise provided in the Credit Agreement, as of all actions by each Grantor necessary or otherwise requested by Agent to perfect the Closing DateLiens granted hereunder on the Collateral have been duly taken.

Perfected Liens. (a) This Subject to the qualifications set forth in Section 6.2 of the Credit Agreement, with respect to each Grantor, this Security Agreement is effective to create in favor of the Collateral Agent, for its benefit and for the benefit of the Secured Parties, legal, valid and enforceable Security Interests in the Collateral (with respect to Collateral consisting of Capital Stock of Foreign SubsidiariesCollateral, to the extent required under this Security Agreement, the enforceability of such Security Interest which is governed by the UCC), subject to the effects of applicable bankruptcy, insolvency insolvency, reorganization, moratorium or similar other laws affecting creditors’ rights generally and subject to general equitable principlesprinciples of equity, regardless of whether considered in a proceeding in equity or at law, and principles of good faith and fair dealing. (b) Subject to the limitations set forth in clause (c) of this Section 3.24.2, the Security Interests granted pursuant to this Security Agreement (i) will constitute valid and perfected Security Interests in the Collateral (to the extent perfection may be obtained by the filings or other actions described in clause (A), (B), (C) or (CD) of this paragraph) in favor of the Collateral Agent, for the benefit of the Secured Parties, as collateral security for the Obligations, upon as a result of (A) with respect to Collateral in which perfection can be obtained by filing a financing statement, the completion of 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, Investment Property, Certificated Securities and negotiable DocumentsDocuments in each case that constitute Collateral, delivery to the Collateral Agent (or its bailee) of all Instruments, Chattel Paper, Investment Property, Certificated Securities and negotiable Documents in each case, properly endorsed for transfer to the Collateral Agent or in blank and blank, (C) with respect to Deposit Accounts and Securities Accounts, execution of account control agreements in favor of the Collateral Agent (or in favor of any other Person acting as gratuitous bailee on behalf of the Secured Parties pursuant to the terms of the Applicable Intercreditor Agreements) and (D) with respect to registered Intellectual Property, completion or recordation of the filing filing, registration and recording of a fully executed agreement substantially in the form of Annex C hereof (the “Short-form Intellectual Property Security Agreement”or a supplement hereto) and containing a description of all Collateral constituting Registered Intellectual Property registered Patents and Trademarks in the United States Patent and Trademark OfficeOffice (or any successor office) within a three month period (commencing as of the date hereof) or, with respect to U.S. registered and applied for Collateral constituting United States Patents and TrademarksUnited States registered Trademarks acquired after the date hereof, within 90 days from the execution date of such Short-form Intellectual Property Security Agreement or three months thereafter, and all Collateral constituting registered Copyrights in the United States Copyright OfficeOffice (or any successor office) within a one month period (commencing as of the date hereof) or, with respect to U.S. Collateral constituting registered CopyrightsUnited States Copyrights acquired after the date hereof, within 30 days from one month thereafter pursuant to 35 USC § 261, 15 USC § 1060 or 17 USC § 205 and the execution date regulations thereunder, and otherwise as may be required pursuant to the laws of any other necessary jurisdiction to the extent that a security interest may be perfected by such Short-form Intellectual Property Security Agreementfilings, as applicable registrations and recordings, and (ii) are prior to all other Liens on the Collateral other than Liens permitted pursuant to under Section 10.2 of the Credit Agreement. (c) Notwithstanding anything to the contrary herein, no Grantor shall be required to, nor shall the Collateral Agent be authorized (i) to perfect the Security Interests granted by this Security Agreement hereunder by any means other than by (iA) filings pursuant to the Uniform Commercial Code in the office of the secretary of state (or similar central filing office) of the relevant State(s) or as required pursuant to Section 3(b), (iiB) filings approved by in United States federal government offices with respect to Registered Intellectual Property as expressly required herein and under the Credit Agreement or (iiiC) delivery to the Collateral Agent, for its possession, of all Pledged Collateral as required pursuant to Section 2, (ii) to enter into any control agreement with respect to any deposit account, securities account or commodities account or contract (other than for which control agreements are required to be obtained or for which the ABL Collateral Agent has obtained control, in each case, to the extent required by the ABL Credit Documents; provided that in such case, the ABL Collateral Agent will act as the agent for perfection on behalf of the Secured Parties without causing the Collateral Agent to become a party to such control agreements), (iii) to take any action in any non-U.S. jurisdiction or pursuant to the requirements of the laws of any non-U.S. jurisdiction in order to create any security interests or to perfect any security interests, including with respect to any Intellectual Property registered outside of the United States (it being understood that there shall be no security agreements or pledge agreements governed by the laws of any non-U.S. jurisdiction), (iv) except as expressly set forth above, to take any other action with respect to any Collateral to perfect through control agreements or to otherwise perfect by “control” or (v) to provide any notice to obtain the consent of governmental authorities under the Federal Assignment of Claims Act (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 individuallyany state equivalent thereof). (d) It is understood and agreed that the Security Interests in cash and Investment Property created hereunder shall not prevent the Grantors from using such assets in the ordinary course of their respective businesses. (a) Set forth on Schedule 8 is (i) the exact legal name of each Grantor, as such name appears in its certificate of organization or like document and (ii) each other legal name (including any successor entity or entity that has merged into such Grantor) that such Grantor has had in the past five years, together with the date of the relevant name change. (b) Except as set forth on Schedule 8, no Grantor has changed its corporate or organizational name (including by way of merger, consolidation or similar reorganization) within the past five years. (c) Set forth on Schedule 8 is (i) the jurisdiction of organization and the form of organization of each Grantor, (ii) the organizational identification number, if any, assigned by such jurisdiction, (iii) the tax identification number, if any, of such Grantor and (iv) the address (including the county) of the chief executive office and, if different, the principal place of business, of such Grantor; in each case of clause (a), (b) and (c) of this Section 3.3, as of the Closing Date.

Perfected Liens. (a) This Security Agreement is effective to create in favor of the Collateral Agent, for its benefit and for the benefit of the Secured Parties, legal, valid and enforceable Security Interests The security interests granted in the Collateral (with respect to Collateral consisting of Capital Stock of Foreign Subsidiaries, to the extent the enforceability of such Security Interest is governed by the UCC), subject to the effects of bankruptcy, insolvency or similar laws affecting creditors’ rights generally and general equitable principles. (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 continuing perfected Security Interests security interests in all of the Grantors’ rights in the Collateral (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, Agent as collateral security for the Secured Obligations, enforceable in accordance with the terms hereof, except as such enforceability may be limited by applicable insolvency, bankruptcy, reorganization, moratorium or other similar laws affecting creditors’ rights generally, upon (A) with respect to in the case of all Collateral in which perfection can a security interest may be obtained perfected by filing a financing statementstatement under the UCC, completion of the filing filings and other actions specified on Schedule 2 (which filings and other documents referred to on Schedule 2 have been delivered to Agent 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 Collateralcompleted form), (B) with respect to Instrumentsany deposit account or securities account, Chattel Paperthe execution of Control Agreements, 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, completion of the filing of a fully executed agreement substantially in the form case of Annex C hereof (all Copyrights, Trademarks and Patents for which UCC filings are insufficient, all appropriate filings having been made with the “Short-form applicable Intellectual Property Security Agreement”) and containing a description of all Collateral constituting Registered Intellectual Property in registries, including but not limited to the United States Copyright Office or the United States Patent and Trademark Office, with respect to U.S. registered and applied for Patents and Trademarksas applicable, within 90 days from (D) in the case of letter-of-credit rights that are not supporting obligations of Collateral, the execution date of a contractual obligation granting control to Agent over such Shortletter-form Intellectual Property Security Agreement or of-credit rights and (E) in the United States Copyright Officecase of electronic chattel paper with payment or amounts owing thereon in excess of $250,000 in the aggregate, with respect the completion of all steps necessary to U.S. registered Copyrights, within 30 days from the execution date of grant control to Agent over such Short-form Intellectual Property Security Agreement, as applicable electronic chattel paper; and (ii) are shall be prior to all other Liens on the Collateral other than Liens permitted pursuant except for Permitted Priority Liens, upon (A) in the case of all Pledged Collateral and Pledged Investment Property, the delivery thereof to Section 10.2 Agent (for the benefit of the Credit Agreement. Secured Parties) of such Pledged Collateral and Pledged Investment Property consisting of instruments and certificates, in each case properly endorsed for transfer to Agent (c) Notwithstanding anything to for the contrary herein, no Grantor shall be required to perfect the Security Interests granted by this Security Agreement by any means other than by (i) filings pursuant to the Uniform Commercial Code benefit of the relevant State(s)Secured Parties) or in blank, (iiB) filings approved by United States federal government offices in the case of all Pledged Investment Property not in certificated form and deposit accounts, the execution of Control Agreements with respect to Registered Intellectual such Pledged Investment Property and deposit accounts and (iiiC) delivery to in the Collateral Agent (or its bailee) to be held in its possession case of all Collateral consisting of Tangible Chattel Paper, Instruments other instruments and tangible chattel paper that has aggregate payments or Certificated Securities with a fair market value amounts owing thereunder in excess of $10,000,000 individually. (d) It is understood and agreed that the Security Interests in cash and Investment Property created hereunder shall not prevent the Grantors from using such assets 250,000 in the ordinary course of their respective businesses. aggregate that are not Pledged Collateral or Pledged Investment Property, the delivery thereof to Agent (a) Set forth on Schedule 8 is (i) for the exact legal name of each Grantor, as such name appears in its certificate of organization or like document and (ii) each other legal name (including any successor entity or entity that has merged into such Grantor) that such Grantor has had in the past five years, together with the date benefit of the relevant name change. (bSecured Parties) of such instruments and tangible chattel paper. Except as set forth on Schedule 8, no Grantor has changed its corporate or organizational name (including by way of merger, consolidation or similar reorganization) within the past five years. (c) Set forth on Schedule 8 is (i) the jurisdiction of organization and the form of organization of each Grantor, (ii) the organizational identification number, if any, assigned by such jurisdiction, (iii) the tax identification number, if any, of such Grantor and (iv) the address (including the county) of the chief executive office and, if different, the principal place of business, of such Grantor; in each case of clause (a), (b) and (c) of this Section 3.34.2 or as otherwise provided in the Facility Agreement, as of all actions by each Grantor necessary or otherwise requested by Agent to perfect the Closing DateLiens granted hereunder on the Collateral have been duly taken.

Perfected Liens. (a) This Security Agreement is effective to create in favor Upon completion of the Collateral Agentfilings and other actions specified on Schedule 2 (which, for its benefit in the case of all United States filings and for other documents referred to on such Schedule, have been delivered to the benefit Administrative Agent in completed and duly executed (where required) form) and the payment of all applicable fees, the security interests granted pursuant to this Agreement will constitute valid perfected security interests in all of the Secured Parties, legal, valid and enforceable Security Interests in the Collateral (with respect to Collateral consisting of Capital Stock of Foreign SubsidiariesCollateral, to the extent the enforceability of that a security interest therein can be perfected by such Security Interest is governed by the UCC), subject to the effects of bankruptcy, insolvency or similar laws affecting creditors’ rights generally and general equitable principles. (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 (to the extent perfection may be obtained by the filings or other actions described in clause (A)filings, (B) or (C) of this paragraphother than Intellectual Property which is not United States Intellectual Property) in favor of the Collateral Administrative Agent, for the ratable benefit of the Secured Parties, as collateral security for the such Grantor’s 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 enforceable against 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 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, completion of the filing of a fully executed agreement substantially in the form of Annex C 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, with respect to U.S. registered and applied for Patents and Trademarks, within 90 days from the execution date creditors of such Short-form Intellectual Property Security Agreement or in the United States Copyright Office, with respect Grantor and any Persons purporting to U.S. registered Copyrights, within 30 days purchase any such Collateral from the execution date of such Short-form Intellectual Property Security Agreement, as applicable Grantor and (ii) are is and will be prior to all other Liens on the such Collateral other than except for Liens permitted pursuant by the Credit Agreement which have priority over the Liens on such Collateral by operation of law. Without limiting the foregoing, each Grantor has taken all actions necessary or desirable to: (i) establish the Administrative Agent’s “control” (within the meanings of Sections 8-106 and 9-106 of the 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 UCC), (ii) establish the Administrative Agent’s “control” (within the meaning of Section 9-104 of the UCC) over all United States Deposit Accounts to Section 10.2 of the extent required hereunder or under the Credit Agreement, (iii) establish the Administrative Agent’s “control” (within the meaning of Section 9-107 of the UCC) over all Letter-of-Credit Rights, (iv) establish the Administrative Agent’s control (within the meaning of Section 9-105 of the UCC) over all United States Electronic Chattel Paper and (v) establish the Administrative Agent’s “control” (within the meaning of Section 16 of the Uniform Electronic Transaction Act as in effect in the applicable jurisdiction “UETA”) over all United States “transferable records” (as defined in UETA). (b) No authorization, approval or other action by, and no notice to or filing with, any Governmental Authority or regulatory body is required for either (i) the pledge or grant by any Grantor of the security interests purported to be created in favor of the Administrative Agent hereunder or (ii) the exercise by the Administrative Agent of any rights or remedies in respect of any Collateral (whether specifically granted or created hereunder or created or provided for by applicable law), except (A) for filings and actions specified on Schedule 2 and (B) as may be required, in connection with the disposition of any Investment Property, by laws generally affecting the offering and sale of securities. (c) Notwithstanding anything to the contrary hereinExcept for any consents that have been obtained and remain in full force and effect, no Grantor shall be required to perfect consent of any Person, including any other general or limited partner, any other member of a limited liability company, any other shareholder or any other trust beneficiary, is necessary or desirable in connection with the Security Interests granted by this Security Agreement by any means other than by (i) filings pursuant to the Uniform Commercial Code creation, perfection or first priority status of the relevant State(s), (ii) filings approved security interest of the Administrative Agent in any Capital Stock or Investment Property or the exercise by United States federal government offices with the Administrative Agent of the voting or other rights provided for in this Agreement or the exercise of remedies in respect to Registered Intellectual Property and (iii) delivery to the Collateral Agent (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 individuallythereof. (d) It is understood and agreed that Each Grantor consents to the Security Interests grant by each other Grantor of a security interest in cash and all Capital Stock or Investment Property created hereunder shall not prevent to the Grantors from using such assets in Administrative Agent and, without limiting the ordinary course foregoing, consents to the transfer of their respective businesses. (a) Set forth on Schedule 8 is (i) any Capital Stock or Investment Property to the exact legal name Administrative Agent or its designee following an Event of each Grantor, as such name appears in its certificate of organization or like document Default and (ii) each other legal name (including any successor entity or entity that has merged into such Grantor) that such Grantor has had in to the past five years, together with the date substitution of the relevant name changeAdministrative Agent or its designee as a partner in any partnership or as a member in any limited liability company with all the rights and powers related thereto. (b) Except as set forth on Schedule 8, no Grantor has changed its corporate or organizational name (including by way of merger, consolidation or similar reorganization) within the past five years. (c) Set forth on Schedule 8 is (i) the jurisdiction of organization and the form of organization of each Grantor, (ii) the organizational identification number, if any, assigned by such jurisdiction, (iii) the tax identification number, if any, of such Grantor and (iv) the address (including the county) of the chief executive office and, if different, the principal place of business, of such Grantor; in each case of clause (a), (b) and (c) of this Section 3.3, as of the Closing Date.

Perfected Liens. (a) This Security Agreement is effective to create in favor of the Collateral Agent, for its benefit and for the benefit of the Secured Parties, a legal, valid and enforceable Security Interests Interest in the Collateral (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 UCC), subject to the effects of bankruptcy, insolvency or similar laws affecting creditors’ rights generally and 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 a valid and perfected Security Interests Interest in the Collateral (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 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 Registered Intellectual Property that is not Excluded Property, in addition to filings pursuant to the UCC of the relevant state(s), completion and recordation of the filing of a fully executed agreement substantially in the form of Annex C 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, 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, with respect to U.S. registered Copyrights, within 30 days from the execution date of such Short-form Intellectual Property Security Agreement, as applicable and (ii) are prior to all other Liens on the Collateral other than Liens permitted pursuant to Section 10.2 of the Credit AgreementPermitted Liens. (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 control, control Agreements or other than by (i) filings pursuant to the Uniform Commercial Code of the relevant State(s), (ii) filings approved by United States federal government offices with respect to Registered Intellectual Property and (iii) control arrangements or other delivery to the Collateral Agent (or its bailee) to be held in its possession of all Collateral consisting of Pledged Shares and Pledged Debt (each as defined in the Pledge Agreement and only with respect to Tangible Chattel Paper, Instruments or Certificated Securities required as Collateral under the terms of the Credit Agreement). Except as otherwise expressly set forth in the other Credit Documents, no additional actions (other than execution and delivery of this Agreement and the Pledge Agreement and the filing of UCC Financing Statements) shall be required hereunder with respect to any assets that are located outside of the United States or assets that require action under the law of any non-U.S. jurisdiction to create or perfect a fair market value security interest in excess such assets; it being understood, for the avoidance of $10,000,000 individuallydoubt, that there shall be no requirement to execute any security agreement or pledge agreement governed by the laws of any non-U.S. jurisdiction. (d) It is understood and agreed that the Security Interests Interest in cash and Investment Property created hereunder shall not prevent the Grantors from using such assets in the ordinary course of their respective businessesbusinesses prior to the occurrence of an Event of Default. (a) Set forth on Schedule 8 is (i) the exact legal name of each Grantor, as such name appears in its certificate of organization or like document and (ii) each other legal name (including any successor entity or entity that has merged into such Grantor) that such Grantor has had in the past five years, together with the date of the relevant name change. (b) Except as set forth on Schedule 8, no Grantor has changed its corporate or organizational name (including by way of merger, consolidation or similar reorganization) within the past five years. (c) Set forth on Schedule 8 is (i) the jurisdiction of organization and the form of organization of each Grantor, (ii) the organizational identification number, if any, assigned by such jurisdiction, (iii) the tax identification number, if any, of such Grantor and (iv) the address (including the county) of the chief executive office and, if different, the principal place of business, of such Grantor; in each case of clause (a), (b) and (c) of this Section 3.3, as of the Closing Date.

Perfected Liens. (a) This Security Agreement is effective to create in favor of the Collateral Agent, for its benefit and for the benefit of the Secured Parties, legal, valid and enforceable Security Interests in the Collateral (with respect to Collateral consisting of Capital Stock of Foreign Subsidiaries, to the extent the enforceability of such Security Interest is governed by the UCC), subject to the effects of bankruptcy, insolvency or similar laws affecting creditors’ rights generally and general equitable principles. (b) Subject to the limitations set forth in clause (c) of this Section 3.2, the Security Interests The security interests granted pursuant to this Security Agreement (ia) upon completion of the filings and other actions specified on Schedule 4.03 and payment of all filing fees, will constitute valid and fully perfected Security Interests security interests in all of the Collateral (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 ratable benefit of the Secured Parties, as collateral security for the such Grantor’s Obligations, upon (A) enforceable in accordance with respect the terms hereof, except for the taking of any actions required to Collateral perfect security interests 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) connection 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, completion of the filing of a fully executed agreement substantially in the form of Annex C hereof (the “ShortAfter-form Acquired Intellectual Property Security Agreement”) and containing a description as may be required under the laws of all Collateral constituting Registered Intellectual Property in any jurisdiction outside of the United States Patent and Trademark Office, with respect in order to U.S. registered and applied for Patents and Trademarks, within 90 days from perfect the execution date Collateral Agent’s Lien in the Collateral created under the laws of such Short-form Intellectual Property Security Agreement or in the United States Copyright Office, with respect to U.S. registered Copyrights, within 30 days from the execution date of such Short-form Intellectual Property Security Agreement, as applicable jurisdiction and (iib) are prior to all other Liens on the Collateral other than Liens permitted pursuant to Section 10.2 of Collateral, except for Permitted Liens. Without limiting the Credit Agreement. foregoing, each Grantor (c) Notwithstanding anything to the contrary hereinextent applicable to such Grantor) has taken all actions necessary or desirable, no Grantor shall be required including those specified in Section 5.02 to perfect the Security Interests granted by this Security Agreement by any means other than by (i) filings pursuant to establish the Uniform Commercial Code Collateral Agent’s “control” (within the meanings of Sections 8-106 and 9-106 of the relevant State(sNew 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 New York UCC), (ii) filings approved by United States federal government offices with respect to Registered Intellectual Property and (iii) delivery to establish the Collateral Agent Agent’s “control” (or its bailee) to be held in its possession within the meaning of all Collateral consisting of Tangible Chattel Paper, Instruments or Certificated Securities with a fair market value in excess of $10,000,000 individually. (d) It is understood and agreed that the Security Interests in cash and Investment Property created hereunder shall not prevent the Grantors from using such assets in the ordinary course of their respective businesses. (a) Set forth on Schedule 8 is (i) the exact legal name of each Grantor, as such name appears in its certificate of organization or like document and (ii) each other legal name (including any successor entity or entity that has merged into such Grantor) that such Grantor has had in the past five years, together with the date Section 9-104 of the relevant name change. (bNew York UCC) Except as set forth on Schedule 8, no Grantor has changed its corporate or organizational name (including by way of merger, consolidation or similar reorganization) within the past five years. (c) Set forth on Schedule 8 is (i) the jurisdiction of organization and the form of organization of each Grantor, (ii) the organizational identification number, if any, assigned by such jurisdictionover all Deposit Accounts, (iii) establish the tax identification numberCollateral Agent’s “control” (within the meaning of Section 9-107 of the New York UCC) over all Letter of Credit Rights, if any, of such Grantor and (iv) establish the address Collateral Agent’s “control” (including within the county) meaning of Section 9-105 of the chief executive office and, if different, the principal place of business, of such Grantor; in each case of clause (a), (bNew York UCC) over all Electronic Chattel Paper and (cv) establish the Collateral Agent’s “control” (within the meaning of this Section 3.3, as 16 of the Closing DateUniform Electronic Transaction Act as in effect in the applicable jurisdiction “UETA”) over all “transferable records” (as defined in UETA).

Perfected Liens. (a) This After giving effect to the Transactions, this Security Agreement is effective to create in favor of the Collateral Agent, for its benefit and for the benefit of the Secured Parties, legal, valid and enforceable Security Interests in the Collateral (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 UCC), subject to the effects of bankruptcy, insolvency or similar laws affecting creditors’ rights generally and 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 (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 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 PropertyProperty that is not Excluded Assets, completion or recordation of the filing of a fully executed agreement substantially in the form of Annex C 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, 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 Agreement, or in the United States Copyright Office, with respect to U.S. registered Copyrights, within 30 thirty (30) days from the execution date of such Short-form Intellectual Property Security Agreement, as applicable and (ii) are prior to all other Liens on the Collateral other than Liens permitted pursuant to Section 10.2 10.12 of the Indenture (and which, in the case of Liens permitted in respect of the ABL Credit AgreementAgreement and the Term Loan Facility, are subject to the Intercreditor Agreements, as applicable). (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 pursuant to the Uniform Commercial Code of the relevant State(s), (ii) filings approved or required by United States federal government offices with respect to Registered Intellectual Property and under applicable United States law, (iii) delivery to the Collateral Agent (or its bailee) to be held in its possession of 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) $10,000,000 individually45,000,000 and (b) 10% of Consolidated EBITDA of the Issuer for the Applicable Measurement Period; and (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 required hereunder with respect to any assets that are located outside of the United States or assets that require action under the law of any non-U.S. jurisdiction to create or perfect a security interest in such assets; it being understood, for the avoidance of doubt, that there shall be no requirement to execute any security agreement or pledge agreement governed by the laws of any non-U.S. jurisdiction. (d) It is understood and agreed that the Security Interests in cash and Investment Property created hereunder shall not prevent the Grantors from using such assets in the ordinary course of their respective businesses. (a) Set forth on Schedule 8 is (i) the exact legal name of each Grantor, as such name appears in its certificate of organization or like document and (ii) each other legal name (including any successor entity or entity that has merged into such Grantor) that such Grantor has had in the past five years, together with the date of the relevant name change. (b) Except as set forth on Schedule 8, no Grantor has changed its corporate or organizational name (including by way of merger, consolidation or similar reorganization) within the past five years. (c) Set forth on Schedule 8 is (i) the jurisdiction of organization and the form of organization of each Grantor, (ii) the organizational identification number, if any, assigned by such jurisdiction, (iii) the tax identification number, if any, of such Grantor and (iv) the address (including the county) of the chief executive office and, if different, the principal place of business, of such Grantor; in each case of clause (a), (b) and (c) of this Section 3.3, as of the Closing Date.

Perfected Liens. (a) This Security Agreement is effective to create in favor of the Collateral Agent, for its benefit and for the benefit of the Secured Parties, legal, valid and enforceable Security Interests in the Collateral (with respect to Collateral consisting of Capital Stock of Foreign Subsidiaries, to the extent the enforceability of such Security Interest is governed by the UCC), subject to the effects of bankruptcy, insolvency or similar laws affecting creditors’ rights generally and general equitable principles. (b) Subject to the limitations set forth in clause (c) of this Section 3.2, the Security Interests The security interests granted pursuant to this Security Agreement (ia) will constitute valid and continuing perfected Security Interests (other than with respect to unperfected liens permitted under Sections 4.7 and 4.12) security interests in all of the Collateral (to the extent perfection may be obtained by the filings or other actions described in clause (A)Collateral, (B) or (C) of this paragraph) in favor of the Collateral Agent, for the benefit of the Secured PartiesParties having the respective priorities set forth in Section 2, as collateral security for the such Grantor’s Secured Obligations, enforceable in accordance with the terms hereof, for which a security interest may be perfected by the filing of a financing statement under the UCC or filing with the United States Copyright Office or filing with the United States Patent and Trademark Office upon (Ai) with respect to in the case of all Collateral in which perfection can a security interest may be obtained perfected by filing a financing statementstatement under the UCC, the filing in the applicable filing offices completion of all financing statements, in each case, naming each Grantor as “debtor” and the Collateral Agent as “secured party” and describing the Collateralsuch filings, (Bii) with respect to Instruments, Chattel Paper, Certificated Securities and negotiable Documents, delivery the Delivery to the Collateral Agent (or its agent or bailee) of all InstrumentsCollateral consisting of Portfolio Investments, Chattel Paper, Certificated (iii) the execution of Securities and negotiable Documents in each case, properly endorsed for transfer in blank and (C) Account Control Agreements with respect to Intellectual Property, completion of the filing all Securities Accounts of a fully executed agreement substantially in Grantor constituting Collateral, (iv) the form execution of Annex C hereof Deposit Account Control Agreements with respect to all Deposit Accounts of a Grantor constituting Collateral and (v) all appropriate filings having been made with the “Short-form Intellectual Property Security Agreement”) and containing a description of all Collateral constituting Registered Intellectual Property in United States Copyright Office and/or the United States Patent and Trademark 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, with respect to U.S. registered Copyrights, within 30 days from the execution date of such Short-form Intellectual Property Security Agreement, as applicable Office and (iib) are prior to all other Liens on the Collateral other than in existence on the date hereof except for Liens permitted by the Secured Instruments that have priority over the Liens on the Collateral by operation of law (and in the case of the security interest granted pursuant to Section 10.2 2.1(b), prior to all such other Liens other than the Lien in such Collateral for the benefit of the Credit Agreement. (c) Notwithstanding anything Secured Term Loan Parties, and in the case of the security interest granted pursuant to the contrary hereinSection 2.2(b), no Grantor shall be required prior to perfect the Security Interests granted by this Security Agreement by any means all such other Liens other than by (i) filings pursuant to the Uniform Commercial Code Lien in such Collateral for the benefit of the relevant State(sSecured Revolver Parties), (ii) filings approved by United States federal government offices with respect to Registered Intellectual Property and (iii) delivery to the Collateral Agent (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. (d) It is understood and agreed that the Security Interests in cash and Investment Property created hereunder shall not prevent the Grantors from using such assets in the ordinary course of their respective businesses. (a) Set forth on Schedule 8 is (i) the exact legal name of each Grantor, as such name appears in its certificate of organization or like document and (ii) each other legal name (including any successor entity or entity that has merged into such Grantor) that such Grantor has had in the past five years, together with the date of the relevant name change. (b) Except as set forth on Schedule 8, no Grantor has changed its corporate or organizational name (including by way of merger, consolidation or similar reorganization) within the past five years. (c) Set forth on Schedule 8 is (i) the jurisdiction of organization and the form of organization of each Grantor, (ii) the organizational identification number, if any, assigned by such jurisdiction, (iii) the tax identification number, if any, of such Grantor and (iv) the address (including the county) of the chief executive office and, if different, the principal place of business, of such Grantor; in each case of clause (a), (b) and (c) of this Section 3.3, as of the Closing Date.

Perfected Liens. (a) This Security Agreement is effective to create 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, for its benefit and Agent for the benefit of the Secured Parties, legal, valid and enforceable Security Interests in the Collateral (with respect to Collateral consisting of Capital Stock of Foreign Subsidiaries, to the extent the except as enforceability of such Security Interest is governed may be affected by the UCC), subject to the effects of bankruptcy, insolvency or insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors’ creditor’s rights generally and generally, general equitable principlesprinciples (whether considered in a proceeding in equity or at law) and an implied covenant of good faith and fair dealing. (b) Subject Except with regard to (i) Liens (if any) on Specified Assets and (ii) any rights reserved in favor of the limitations set forth in clause United States government as required by law (c) if any), upon the completion of this Section 3.2the Filings and the delivery to and continuing possession by the Collateral Agent, the Security Interests granted Applicable Collateral Agent or the Secured Party Representative, acting as agent for the Collateral Agent for the purpose of perfection, in accordance with the Intercreditor Agreements, 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 Collateral Agent, the Applicable Collateral Agent or the Secured Party Representative, acting as agent for the Collateral Agent for purposes of perfection, in accordance with the Intercreditor Agreements (or their respective agents appointed for purposes of perfection), of the Collateral Proceeds Account and Electronic Chattel Paper, a security interest in which is perfected by “control,” the Liens created pursuant to this Security Agreement (i) will constitute valid Liens on and perfected Security Interests in the Collateral (to the extent perfection may be obtained by the filings or other actions described provided herein) perfected security interests in clause (A), (B) or (C) of this paragraph) such Grantor’s Security Collateral in favor of the Collateral Agent, Agent for the benefit of the Secured Parties, and enforceable as collateral security for such as against all other Persons other than Ordinary Course Transferees, except to the Obligations, upon (A) with respect to Collateral in which perfection can be obtained by filing a financing statement, extent that the filing in the applicable filing offices recording 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 an assignment or other transfer of title to the Collateral Agent, the Applicable Collateral Agent (or its bailee) the Secured Party Representative, as applicable, in accordance with the Intercreditor Agreements or the recording 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, completion of the filing of a fully executed agreement substantially in the form of Annex C hereof (the “Short-form Intellectual Property Security Agreement”) and containing a description of all Collateral constituting Registered Intellectual Property other applicable documents in the United States Patent and Trademark 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 Office or in the United States Copyright OfficeOffice may be necessary for perfection or enforceability, with respect to U.S. registered Copyrightsand except as enforceability may be limited by applicable bankruptcy, within 30 days from insolvency, reorganization, moratorium or similar laws affecting the execution date enforcement of such Short-form Intellectual Property Security Agreement, as applicable creditors’ rights generally and by general equitable principles (iiwhether enforcement is sought by proceedings in equity or at law) are prior to all other Liens on the Collateral other than Liens permitted pursuant to Section 10.2 or by an implied covenant of the Credit Agreement. (c) Notwithstanding anything to the contrary herein, no Grantor shall be required to perfect the Security Interests granted by good faith and fair dealing. As used in this Security Agreement by any means other than by (i) filings pursuant to the Uniform Commercial Code of the relevant State(ssubsection 4.2.2(b), (ii) filings approved by United States federal government offices with respect to Registered Intellectual Property and (iii) delivery to the Collateral Agent (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. (d) It is understood and agreed that following terms shall have the Security Interests in cash and Investment Property created hereunder shall not prevent the Grantors from using such assets in the ordinary course of their respective businesses. (a) Set forth on Schedule 8 is (i) the exact legal name of each Grantor, as such name appears in its certificate of organization or like document and (ii) each other legal name (including any successor entity or entity that has merged into such Grantor) that such Grantor has had in the past five years, together with the date of the relevant name change. (b) Except as set forth on Schedule 8, no Grantor has changed its corporate or organizational name (including by way of merger, consolidation or similar reorganization) within the past five years. (c) Set forth on Schedule 8 is (i) the jurisdiction of organization and the form of organization of each Grantor, (ii) the organizational identification number, if any, assigned by such jurisdiction, (iii) the tax identification number, if any, of such Grantor and (iv) the address (including the county) of the chief executive office and, if different, the principal place of business, of such Grantor; in each case of clause (a), (b) and (c) of this Section 3.3, as of the Closing Date.following meanings:

Perfected Liens. (a) This Security Agreement is effective to create in favor of the Collateral Agent, for its benefit and for the benefit of the Secured Parties, legal, valid and enforceable Security Interests in the Collateral (with respect to Collateral consisting of Capital Stock of Foreign Subsidiaries, to the extent the enforceability of such Security Interest is governed by the UCC), subject to the effects of bankruptcy, insolvency or similar laws affecting creditors’ rights generally and general equitable principles. (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 first priority Security Interests in the Collateral (subject to Permitted Liens 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 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, completion of the filing of a fully executed agreement substantially in the form of Annex C 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, 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, with respect to U.S. registered Copyrights, within 30 days from the execution date of such Short-form Intellectual Property Security Agreement, as applicable and (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, no Grantor shall be required to perfect the Security Interests granted by this Security Agreement by any means other than by (i) filings pursuant to the Uniform Commercial Code of the relevant State(s), (ii) filings approved by in the United States federal government offices Patent and Trademark Office or United States Copyright Office (as applicable) with respect to Registered Intellectual Property and Property, (iii) delivery to the Collateral Agent (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 individually20,000,000 individually and (iv) actions to perfect a security interest in Commercial Tort Claims to the extent set forth in Section 4.1(f). (d) It is understood and agreed that the Security Interests created hereunder in cash and Investment Property created hereunder shall not prevent the Grantors from using such assets in the ordinary course of their respective businesses. (a) Set forth on Schedule 8 is (i) the exact legal name of each Grantor, as such name appears in its certificate of organization or like document and (ii) each other legal name (including any successor entity or entity that has merged into such Grantor) that such Grantor has had in the past five years, together with the date of the relevant name change. (b) Except as set forth on Schedule 8, no Grantor has changed its corporate or organizational name (including by way of merger, consolidation or similar reorganization) within the past five years. (c) Set forth on Schedule 8 is (i) the jurisdiction of organization and the form of organization of each Grantor, (ii) the organizational identification number, if any, assigned by such jurisdiction, (iii) the tax identification number, if any, of such Grantor and (iv) the address (including the county) of the chief executive office and, if different, the principal place of business, of such Grantor; in each case of clause (a), (b) and (c) of this Section 3.3, as of the Closing Date.

Perfected Liens. (a) This Security Agreement is effective to create in favor of the Collateral Agent, for its benefit and for the benefit of the Secured Parties, legal, valid and enforceable Security Interests in the Collateral (with respect to Collateral consisting of Capital Stock of Foreign Subsidiaries, to the extent the enforceability of such Security Interest is governed by the UCC), subject to the effects of bankruptcy, insolvency or similar laws affecting creditors’ rights generally and general equitable principles. (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 (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 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, completion of the filing of a fully executed agreement substantially in the form of Annex C 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, 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, with respect to U.S. registered Copyrights, within 30 days from the execution date of such Short-form Intellectual Property Security Agreement, as applicable and (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, no Grantor shall be required to perfect the Security Interests granted by this Security Agreement by any means other than by (i) filings pursuant to the Uniform Commercial Code of the relevant State(s), (ii) filings approved by United States federal government offices with respect to Registered Intellectual Property and (iii) delivery to the Collateral Agent (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. (d) It is understood and agreed that the Security Interests in cash and Investment Property created hereunder shall not prevent the Grantors from using such assets in the ordinary course of their respective businesses. (a) Set forth on Schedule 8 is (i) the exact legal name of each Grantor, as such name appears in its certificate of organization or like document and (ii) each other legal name (including any successor entity or entity that has merged into such Grantor) that such Grantor has had in the past five years, together with the date of the relevant name change. (b) Except as set forth on Schedule 8, no Grantor has changed its corporate or organizational name (including by way of merger, consolidation or similar reorganization) within the past five years. (c) Set forth on Schedule 8 is (i) the jurisdiction of organization and the form of organization of each Grantor, (ii) the organizational identification number, if any, assigned by such jurisdiction, (iii) the tax identification number, if any, of such Grantor and (iv) the address (including the county) of the chief executive office and, if different, the principal place of business, of such Grantor; in each case of clause (a), (b) and (c) of this Section 3.3, as of the Closing Date.

Perfected Liens. (a) This Security Agreement is effective to create in favor of the Collateral Agent, for its benefit and for the benefit of the Secured Parties, legal, valid and enforceable Security Interests in the Collateral (with respect to Collateral consisting of Capital Stock of Foreign Subsidiaries, to the extent the enforceability of such Security Interest is governed by the UCC), subject to the effects of bankruptcy, insolvency or similar laws affecting creditors’ rights generally and general equitable principles. (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 (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 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, completion of the filing of a fully executed agreement substantially in the form of Annex C 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, 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, with respect to U.S. registered Copyrights, within 30 days from the execution date of such Short-form Intellectual Property Security Agreement, as applicable and (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, no Grantor shall be required to perfect the Security Interests granted by this Security Agreement by any means other than by (i) filings pursuant to the Uniform Commercial Code of the relevant State(s), (ii) filings approved by United States federal government offices with respect to Registered Intellectual Property and (iii) delivery to the Collateral Agent (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, properly endorsed for transfer in blank. (d) It is understood and agreed that the Security Interests in cash and Investment Property created hereunder shall not prevent the Grantors from using such assets in the ordinary course of their respective businesses. (a) Set forth on Schedule 8 is (i) the exact legal name of each Grantor, as such name appears in its certificate of organization or like document and (ii) each other legal name (including any successor entity or entity that has merged into such Grantor) that such Grantor has had in the past five years, together with the date of the relevant name change. (ba) Except as set forth on Schedule 8, no Grantor has changed its corporate or organizational name (including by way of merger, consolidation or similar reorganization) within the past five years. (cb) Set forth on Schedule 8 is (i) the jurisdiction of organization and the form of organization of each Grantor, (ii) the organizational identification number, if any, assigned by such jurisdiction, (iii) the tax identification number, if any, of such Grantor and (iv) the address (including the county) of the chief executive office and, if different, the principal place of business, of such Grantor; in each case of clause (a), (b) and (c) of this Section 3.3, as of the Closing Date.