Common use of Security Documents Clause in Contracts

Security Documents. (a) The Guarantee and Collateral Agreement is effective to create in favor of the Administrative Agent, for the benefit of the Secured Parties, a legal, valid and enforceable security interest in the Collateral described therein and proceeds thereof except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, or similar laws affecting creditors’ rights generally and by general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law). In the case of the Pledged Stock that are Securities (as defined in the UCC) described in the Guarantee and Collateral Agreement, when stock certificates representing such Pledged Stock are delivered to the Administrative Agent (together with a properly completed and signed stock power or endorsement), and in the case of the other Collateral in which a security interest can be perfected under the relevant UCC by filing a UCC financing statement and described in the Guarantee and Collateral Agreement, when financing statements and other filings specified on Schedule 5.18 in appropriate form are filed in the offices specified on Schedule 5.18, the Guarantee and Collateral Agreement shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral and the proceeds thereof, as security for the Obligations (as defined in the Guarantee and Collateral Agreement), in each case prior and superior in right to any other Person (except, in the case of Collateral other than Pledged Stock, Liens permitted by subsection 8.3 and, in the case of Collateral consisting of Pledged Stock, inchoate Liens arising by operation of law). (b) Each of the Mortgages upon proper filing is effective to create in favor of the Administrative Agent, for the benefit of the Secured Parties, a legal, valid and enforceable Lien on the Mortgaged Properties described therein and proceeds thereof except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, or similar laws affecting creditors’ rights generally and by general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law), and when the Mortgages are filed in the appropriate recording offices, each such Mortgage shall constitute a valid and enforceable Lien with record notice to third parties on all right, title and interest of the Loan Parties in the Mortgaged Properties and the proceeds thereof, as security for the Obligations (as defined in the relevant Mortgage), in each case prior and superior in right to any other Person (except that that the Lien created in the Mortgaged Properties may be subject to the Liens permitted by subsection 8.3).

Security Documents. (ai) The Guarantee Each Security Document (other than each Mortgage), when executed and Collateral Agreement delivered, is effective to create in favor of the Administrative Agent, Collateral Agent (for the benefit of the Secured Parties), a legal, valid and enforceable security interest in the Collateral described therein and proceeds thereof except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, or similar laws affecting creditors’ rights generally the Collateral Agent has been authorized (and by general principles is hereby authorized) to make all filings of equity (regardless of whether enforcement is sought in a proceeding in equity or at law). In the case of the Pledged Stock that are Securities (as defined UCC-1 and as-extracted collateral financing statements in the UCC) described in appropriate filing office necessary or desirable to fully perfect the Guarantee and Collateral Agreement, when stock certificates representing such Pledged Stock are delivered to the Administrative Agent (together with a properly completed and signed stock power or endorsement), and in the case of the other Collateral in which a Agent’s security interest in such Collateral described therein which can be perfected under the relevant UCC by filing a UCC UCC-1 financing statement and described in the Guarantee appropriate filing office, and (ii) with respect to the security interest created in the Collateral pursuant to each Security Document (other than each Mortgage), upon such filings (or, with respect to possessory Collateral, upon the taking of possession by the Collateral Agent (or by the ABL Agent as bailee for the Collateral Agent pursuant to the ABL Intercreditor Agreement, when financing statements and other filings specified on Schedule 5.18 in appropriate form are filed in the offices specified on Schedule 5.18if applicable) of any such Collateral which may be perfected by possession), the Guarantee and Collateral Agreement shall such security interests will constitute a fully perfected Lien First Priority Liens on, and security interest interests in, all right, title and interest of the Loan Parties debtor party thereto in such the Collateral and the proceeds thereofdescribed therein that can be perfected by filing a UCC-1 or as-extracted financing statement, as security for the Obligations (as defined applicable, in the Guarantee and Collateral Agreement), in each case prior and superior in right to any other Person (exceptappropriate filing office or by delivery, in the case of Collateral other than Pledged Stock, Liens permitted by subsection 8.3 and, in the case of Collateral consisting of Pledged Stock, inchoate Liens arising by operation of law)possessory Collateral. (b) Each of the Mortgages upon proper filing is Mortgages, when executed and delivered, will be effective to create in favor of the Administrative Collateral Agent, for the ratable benefit of the Secured Parties, a legal, valid and enforceable Lien (subject to equity and creditors’ rights generally) lien on the Mortgaged Properties Material Real Property described therein and proceeds thereof except as such enforceability may be limited by applicable bankruptcysecurity interests will constitute, insolvency, reorganization, moratorium, or similar laws affecting creditors’ rights generally upon such Mortgage being and by general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law), and when the Mortgages are filed recorded in the appropriate recording filing offices, each First Priority Liens on such Mortgage shall constitute a valid and enforceable Lien with record notice to third parties on all rightMaterial Real Property, title and interest of the Loan Parties in the Mortgaged Properties and the proceeds thereof, as security for the Obligations (as defined in the relevant Mortgage), in each case prior and superior in right to any other Person (except that that the Lien created in the Mortgaged Properties may be subject to the Liens permitted by subsection 8.3)Permitted Real Estate Encumbrances.

Security Documents. (a) The Guarantee and Collateral Agreement is effective to create in favor of the Administrative Agent, for the benefit of the Secured Parties, a legal, valid and enforceable security interest in the Collateral described therein and proceeds thereof except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, or similar laws affecting creditors’ rights generally and by general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law)thereof. In the case of the Pledged Stock that are Securities (as defined in the UCC) described in the Guarantee and Collateral AgreementAgreement that are securities represented by stock certificates or otherwise constituting certificated securities within the meaning of Section 8-102(a)(15) of the UCC or the corresponding code or statute of any other applicable jurisdiction (“Certificated Securities”), when stock certificates representing such Pledged Stock (which, in the case of a certificated securities in registered form, are indorsed to the Administrative Agent or in blank by an effective indorsement) are delivered to the Administrative Agent (together with a properly completed and signed stock power or endorsement)Agent, and in the case of the other Collateral in which a security interest can be perfected under the relevant UCC by filing a UCC financing statement and constituting personal property described in the Guarantee and Collateral Agreement, when financing statements and other filings specified on Schedule 5.18 4.19(a) to the Disclosure Letter in appropriate form are filed in the offices specified on Schedule 5.184.19(a) to the Disclosure Letter, the Guarantee and Collateral Agreement Administrative Agent, for the benefit of the Secured Parties, shall constitute have a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral and the proceeds thereof, as security for the Obligations (as defined in the Guarantee and Collateral Agreement)Obligations, in each case prior and superior in right to any other Person (except, in the case of Collateral other than Pledged Stock, Liens permitted by subsection 8.3 andSection 7.3). As of the Closing Date, in none of the case Capital Stock of Collateral consisting of Pledged Stock, inchoate Liens arising by operation of law)any Group Member that is a limited liability company or partnership has any Capital Stock that is a Certificated Security. (b) Each of the Mortgages delivered after the Closing Date will be, upon proper filing is execution, effective to create in favor of the Administrative Agent, for the benefit of the Secured Parties, a legal, valid and enforceable Lien on the Mortgaged Properties described therein and proceeds thereof except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, or similar laws affecting creditors’ rights generally and by general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law)thereof, and when the Mortgages are filed in the appropriate recording officesoffices for the applicable jurisdictions in which the Mortgaged Properties are located, each such Mortgage shall constitute a valid fully perfected Lien on, and enforceable Lien with record notice to third parties on security interest in, all right, title and interest of the Loan Parties in the Mortgaged Properties and the proceeds thereof, as security for the Obligations (as defined in the relevant Mortgage), in each case prior and superior in right to any other Person (except that that the Lien created in the Mortgaged Properties may be subject only to the Liens expressly permitted by subsection 8.3Section 7.3).

Security Documents. (a) The Guarantee and Collateral Agreement is effective to create in favor of the Administrative Agent, for the benefit of the Secured PartiesLenders, a legal, valid and enforceable security interest in the Collateral described therein and proceeds thereof except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, or similar laws affecting creditors’ rights generally and by general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law)thereof. In the case of the Pledged Stock that are Securities (as defined in the UCC) described in the Guarantee and Collateral Agreement, when stock certificates representing such Pledged Stock are delivered to the Administrative Agent (together with a properly completed and signed stock power or endorsement), and in the case of the other Collateral in which a security interest can be perfected under the relevant UCC by filing a UCC financing statement and described in the Guarantee and Collateral AgreementAgreement a security interest in which may be perfected by the filing of a financing statement, when financing statements and other filings specified on Schedule 5.18 of short form agreements in respect of registered and applied for intellectual property owned by each Loan Party in appropriate form are filed in the appropriate offices specified on Schedule 5.18with the requisite fee, the Guarantee and Collateral Agreement shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral and the proceeds thereof, as security for the Obligations (as defined in the Guarantee and Collateral Agreement), in each case prior and superior in right to any other Person except (except, in the case of Collateral other than i) with respect to Pledged Stock, nonconsensual Liens arising as a matter of law and (ii) in each other case Liens permitted by subsection 8.3 and, in the case of Collateral consisting of Pledged Stock, inchoate Liens arising by operation of law)Section 7.3. (b) Each of the Mortgages upon proper filing is effective to create in favor of the Administrative Agent, for the benefit of the Secured Parties, a legal, valid and enforceable Lien on the Mortgaged Properties described therein and proceeds thereof except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, or similar laws affecting creditors’ rights generally and by general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law)thereof, and when the Mortgages are filed in the appropriate recording officesfiled, each such Mortgage shall constitute a valid fully perfected Lien on, and enforceable Lien with record notice to third parties on security interest in, all right, title and interest of the Loan Secured Parties in the Mortgaged Properties and the proceeds thereof, as security for the Obligations (as defined in the relevant Mortgage), in each case prior and superior in right to any other Person (except that that the Lien created in the Mortgaged Properties may be subject to the Liens permitted by subsection 8.3Section 7.3).

Security Documents. (a) The Guarantee and Collateral Agreement is effective to create in favor of the Administrative Agent, for the benefit of the Secured Parties, a legal, valid and enforceable security interest in the Collateral described therein and proceeds thereof and products thereof, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, moratorium or similar laws affecting the enforcement of creditors’ rights generally and by general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law)generally. In the case of the Pledged Stock that are Securities (as defined in the UCC) described in the Guarantee and Collateral Agreement, when stock certificates representing such Pledged Stock are delivered to the Administrative Agent (together with a properly completed and signed stock power or endorsement)Agent, and in the case of the other Collateral in which a security interest can be perfected under the relevant UCC by filing a UCC financing statement and described in the Guarantee and Collateral Agreement, to the extent provided therein, when financing statements and statements, other filings specified on Schedule 5.18 4 to the Guarantee and Collateral Agreement in appropriate form are filed in the offices specified on Schedule 5.184 to the Guarantee and Collateral Agreement and the other actions described in Section 4.3 of the Guarantee and Collateral Agreement are completed, the Guarantee and Collateral Agreement shall constitute be effective to create a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral and the proceeds thereof, as security for the Obligations (as defined in the Guarantee and Collateral Agreement), in each case (to the extent provided therein) prior and superior in right to any other Person (except, in the case of Collateral other than Pledged Stock, Liens permitted by subsection 8.3 and, in the case of Collateral consisting of Pledged Stock, inchoate Liens arising by operation of lawexcept for Permitted Liens).; (b) Each of the Mortgages upon proper filing is effective to create in favor of the Administrative Agent, for the benefit of the Secured Parties, a legal, valid and enforceable Lien on the Mortgaged Properties described therein and proceeds thereof and products thereof, and when the Mortgages are filed in the offices specified therein, each such Mortgage shall constitute, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, moratorium or similar laws affecting the enforcement of creditors’ rights generally and by general principles of equity generally, (regardless of whether enforcement is sought in to the extent provided therein) a proceeding in equity or at law)perfected Lien on, and when the Mortgages are filed in the appropriate recording officessecurity interest in, each such Mortgage shall constitute a valid and enforceable Lien with record notice to third parties on all right, title and interest of the Loan Parties in the Mortgaged Properties and the proceeds thereof, as security for the Obligations (as defined in the relevant Mortgage), in each case (except as expressly set forth therein) prior and superior in right to any other Person (except that that for Permitted Liens). Schedule 1.1 lists, as of the Lien created Closing Date, each parcel of owned real property (other than the Excluded Real Property) located in the Mortgaged Properties United States and held by the Borrower or any of its Subsidiaries that has a value, in the reasonable opinion of the Borrower, in excess of $4,000,000. (c) When delivered and at all times thereafter, each Intellectual Property Security Agreement is effective to create in favor of the Administrative Agent, for the benefit of the Secured Parties, a legal, valid and enforceable security interest in the Intellectual Property Collateral described therein and the proceeds and products thereof, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally. Upon the filing of (i) each Intellectual Property Security Agreement in the appropriate indexes of the United States Patent and Trademark Office (the “PTO”) relative to United States patents and United States trademarks, and the United States Copyright Office relative to United States copyrights, if any, and the taking of appropriate actions with respect to Intellectual Property which is the subject of a registration or application outside the United States under applicable local laws, together with provision for payment of all requisite fees, and (ii) financing statements in appropriate form for filing in the offices specified on Schedule 4 of the Guarantee and Collateral Agreement, each Intellectual Property Security Agreement shall constitute (to the Liens permitted extent provided in the Guarantee and Collateral Agreement) a perfected Lien on, and security interests in, all right, title and interest of the Loan Parties in such Intellectual Property Collateral and the proceeds and products thereof, as security for the Obligations (as defined in the Guarantee and Collateral Agreement), in each case (except as expressly set forth therein) prior and superior in right to any other Person (except for Permitted Liens); provided that subsequent filings in the PTO and United States Copyright Office and actions under foreign law may be necessary with respect to registrations for Intellectual Property acquired by subsection 8.3)any Loan Party after the date hereof.

Security Documents. (a) The Guarantee Guaranty and Collateral Security Agreement is effective to create creates in favor of the Administrative Agent, for the benefit of the Secured PartiesCredit Parties referred to therein, a legal, valid valid, continuing and enforceable security interest in the Collateral described therein (as defined in the Guaranty and proceeds thereof except as such enforceability may be limited by Security Agreement), subject to applicable bankruptcy, insolvency, reorganization, moratorium, moratorium or similar other laws affecting creditors’ rights generally and by subject to general principles of equity (equity, regardless of whether enforcement is sought considered in a proceeding in equity or at law). In Upon the case making of the Pledged Stock that are Securities filings contemplated in the Guaranty and Security Agreement and/or the obtaining of “control” (as defined in the UCC) described in of the Guarantee Collateral under the Guaranty and Collateral Security Agreement, when stock certificates representing such Pledged Stock are delivered to the Administrative Agent (together with will have a properly completed and signed stock power or endorsement), and in the case of the other Collateral in which a security interest can be perfected under the relevant UCC by filing a UCC financing statement and described in the Guarantee and Collateral Agreement, when financing statements and other filings specified on Schedule 5.18 in appropriate form are filed in the offices specified on Schedule 5.18, the Guarantee and Collateral Agreement shall constitute a fully perfected Lien on, and security interest in, to and under all right, title and interest of the Loan Parties thereunder in all Collateral that may be perfected under the UCC (in effect on the date this representation is made) by filing, recording or registering a financing statement or analogous document (including without limitation the proceeds of such Collateral and subject to the limitations relating to such proceeds thereof, as security for the Obligations (as defined in the Guarantee and Collateral Agreement)UCC) or by obtaining control, in each case prior and superior in right to any other Person (except, in the case of Collateral other than Pledged Stock, Liens permitted by subsection 8.3 and, in the case of Collateral consisting of Pledged Stock, inchoate Liens arising Permitted Encumbrances which by operation of lawLaw or the ABL Intercreditor Agreement or any Customary Intercreditor Agreement would have priority to the Liens securing the Obligations). (b) Each of the Mortgages upon proper filing is effective to create Mortgage creates, or when executed will create, in favor of the Administrative Agent, for the benefit of the Secured PartiesCredit Parties referred to therein, a legal, valid valid, continuing and enforceable Lien on security interest in the applicable Mortgaged Properties described therein and proceeds thereof except as such enforceability may be limited by Property, subject to applicable bankruptcy, insolvency, reorganization, moratorium, moratorium or similar other laws affecting creditors’ rights generally and by subject to general principles of equity (equity, regardless of whether enforcement is sought considered in a proceeding in equity or at law). Upon the recording of each Mortgage, the Agent will have a perfected Lien on, and when the Mortgages are filed in the appropriate recording officessecurity interest in, each such Mortgage shall constitute a valid to and enforceable Lien with record notice to third parties on under all right, title and interest of the Loan Parties thereunder in the applicable Mortgaged Properties and the proceeds thereof, as security for the Obligations (as defined in the relevant Mortgage)Property, in each case prior and superior in right to any other Person (except other than Permitted Encumbrances that that by operation of Law or the Lien created in the Mortgaged Properties may be subject ABL Intercreditor Agreement or any Customary Intercreditor Agreement would have priority to the Liens permitted by subsection 8.3securing the Obligations).

Security Documents. (a) The Guarantee and Collateral Agreement Each of the Security Documents is effective to create in favor of the Administrative Collateral Agent, for the benefit of the Secured Parties, a legal, valid and enforceable first priority security interest (subject only to Liens permitted hereunder) in the Collateral described therein and proceeds thereof except as such thereof, the enforceability may be limited by of which is subject to applicable bankruptcy, insolvency, reorganization, moratorium, moratorium or similar other laws affecting creditors’ rights generally and by subject to general principles of equity (equity, regardless of whether enforcement is sought considered in a proceeding in equity or at law). In the case of (i) the Pledged Capital Stock that are Securities (as defined in the UCC) described in the Guarantee and Collateral AgreementSecurity Agreement that are securities represented by stock certificates or otherwise constituting certificated securities within the meaning of Section 8-102(a)(15) of the New York UCC or the corresponding code or statute of any other applicable jurisdiction (“Certificated Securities”), when stock certificates representing such Pledged Capital Stock are delivered to the Administrative Collateral Agent (together along with a properly completed and signed stock power instruments of transfer in blank or endorsement)endorsed to the Collateral Agent, and in the case of (ii) the other Collateral described in which a security interest can be perfected under the relevant UCC by filing a UCC financing statement and clause (i) constituting personal property described in the Guarantee and Collateral Security Agreement, when financing statements and other filings filings, agreements and actions specified on Schedule 5.18 5.19(a) in appropriate form are executed and delivered, performed or filed in the offices specified on Schedule 5.185.19(a), as the case may be, the Guarantee and Collateral Agreement Agent, for the benefit of the Secured Parties, shall constitute have a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such all Collateral that may be perfected by filing, recording or registering a financing statement or analogous document and the proceeds thereofthereof (to the extent such Liens may be perfected by possession of the Certificated Securities by the Collateral Agent or such filings, agreements or other actions or perfection is otherwise required by the terms of any Loan Document), as security for the Obligations (as defined in the Guarantee and Collateral Agreement)Obligations, in each case prior and superior in right to any other Person (except, in the case of Collateral other than Pledged Stock, Liens permitted by subsection 8.3 andhereunder). Other than as set forth on Schedule 5.19(a), in as of the case Restatement Effective Date and after giving effect to the Transactions, none of Collateral consisting the Capital Stock of Pledged Stock, inchoate Liens arising by operation of law)the Borrower or any Subsidiary Guarantor that is a limited liability company or partnership is a Certificated Security. (b) Each of the Mortgages delivered pursuant to Section 7.08(b) is, or upon proper filing is execution and recording will be, effective to create in favor of the Administrative Collateral Agent, for the benefit of the Secured Parties, a legal, valid and enforceable Lien on the Mortgaged Properties described therein and proceeds thereof except as such thereof, the enforceability may be limited by of which is subject to applicable bankruptcy, insolvency, reorganization, moratorium, moratorium or similar other laws affecting creditors’ rights generally and by subject to general principles of equity (equity, regardless of whether enforcement is sought considered in a proceeding in equity or at law), and when . When the Mortgages are filed recorded in the appropriate recording officesoffices for the applicable jurisdictions in which the Mortgaged Properties are located, each such Mortgage shall constitute a valid fully perfected Lien on, and enforceable Lien with record notice to third parties on security interest in, all right, title and interest of the Loan Parties in the Mortgaged Properties and the proceeds thereof, as security for the Secured Obligations (as defined in the relevant Mortgage), in each case prior and superior in right to any other Person (except that that other than holders of Liens permitted under Section 8.02. The UCC fixture filings on form UCC‑1 for filing under the Lien created UCC in the appropriate jurisdictions in which the Mortgaged Properties may covered by the applicable Mortgages are located, will be subject effective upon filing to create in favor of the Collateral Agent, for the benefit of the Secured Parties, a legal, valid and enforceable security interest in the fixtures created by the Mortgages and described therein, and when the UCC fixture filings are filed in the recording offices for the applicable jurisdictions in which the Mortgaged Properties are located, each such UCC fixture filing shall constitute a fully perfected security interest in the fixtures, as security for the Secured Obligations (as defined in the relevant Mortgage), in each case prior and superior in right to any other Person other than holders of Liens permitted under Section 8.02. Schedule 5.19(b) lists, as of the Restatement Effective Date after giving effect to the Liens permitted Transactions, each parcel of owned real property located in the United States and held by subsection 8.3)Holdings or any of its Restricted Subsidiaries.

Security Documents. (a) The Guarantee and Collateral Agreement is effective to create in favor of the Administrative Agent, for the benefit of the Secured PartiesLenders, a legal, valid and enforceable security interest in the Collateral described therein and proceeds thereof except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, or similar laws affecting creditors’ rights generally and by general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law). In the case of the Pledged Stock that are Securities (as defined in the UCC) described in the Guarantee and Collateral Agreement, when stock certificates representing such Pledged Stock are delivered to the Administrative Agent (together with a properly completed and signed stock power or endorsement), and in the case of the other Collateral in which a security interest can be perfected under the relevant UCC by filing a UCC financing statement and described in the Guarantee and Collateral Agreement, when financing statements and other filings specified on Schedule 5.18 in appropriate form are filed in the offices specified on Schedule 5.18, the Guarantee and Collateral Agreement shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral and the proceeds thereof, as security for the Obligations (as defined in the Guarantee and Collateral Agreement), in each case prior and superior in right to any other Person (except, in the case of Collateral other than Pledged Stock, Liens permitted by subsection 8.3 and, in the case of Collateral consisting of Pledged Stock, inchoate Liens arising by operation of law). (b) Each of the Mortgages upon proper filing is effective to create in favor of the Administrative Agent, for the benefit of the Secured PartiesLenders, a legal, valid and enforceable Lien on security interest in the Mortgaged Properties described therein and proceeds thereof except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, or similar laws affecting creditors’ rights generally and by general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law), and when the Mortgages are filed in the appropriate recording offices, each such Mortgage shall constitute a valid fully perfected (if and enforceable to the extent perfection may be achieved by such filings) Lien with record notice to third parties on on, and security interest in, all right, title and interest of the Loan Parties in the Mortgaged Properties and the proceeds thereof, as security for the Obligations (as defined in the relevant Mortgage), in each case prior and superior in right to any other Person (except that that the Lien security interest created in such real property and the Mortgaged Properties Property may be subject to the Liens permitted by subsection 8.3).

Security Documents. (a) The Guarantee provisions of the U.S. Security Agreement (when executed and Collateral Agreement is delivered by all parties thereto) are effective to create in favor of the Administrative Collateral Agent, for the benefit of the Secured PartiesCreditors, a legal, valid and enforceable security interest in the Collateral described therein and proceeds thereof except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, or similar laws affecting creditors’ rights generally and by general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law). In the case of the Pledged Stock that are Securities (as defined in the UCC) described in the Guarantee and Collateral Agreement, when stock certificates representing such Pledged Stock are delivered to the Administrative Agent (together with a properly completed and signed stock power or endorsement), and in the case of the other Collateral in which a security interest can be perfected under the relevant UCC by filing a UCC financing statement and described in the Guarantee and Collateral Agreement, when financing statements and other filings specified on Schedule 5.18 in appropriate form are filed in the offices specified on Schedule 5.18, the Guarantee and Collateral Agreement shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan U.S. Credit Parties in such all of the Security Agreement Collateral described therein, and the proceeds thereof, as security for the Obligations (as defined when proper UCC financing statements have been filed in the Guarantee and appropriate filing offices against each U.S. Credit Party and/or the Collateral Agreement), in each case prior and superior in right to any other Person Agent has obtained “control” (except, in within the case of Collateral other than Pledged Stock, Liens permitted by subsection 8.3 and, in the case of Collateral consisting of Pledged Stock, inchoate Liens arising by operation of law). (b) Each meaning of the Mortgages upon proper filing is effective to create in favor UCC) of the Administrative Core Deposit Accounts and DB Accounts thereunder, the Collateral Agent, for the benefit of the Secured PartiesCreditors, shall have a perfected security interest in all right, title and interest in all of the Security Agreement Collateral described therein of such U.S. Credit Party to the extent such security interest can be perfected by filing a UCC financing statement under the UCC or, with respect to the Core Deposit Accounts or DB Accounts, by the Collateral Agent having “control”, subject to no other Liens other than Permitted Liens (it being understood that the Permitted Liens described in Section 10.01(s) are subject to the terms of the Intercreditor Agreement at any time that Permitted Additional Secured Indebtedness is outstanding). (b) The Canadian Security Agreement and each other Security Document governed by Canadian law (when executed and delivered by all parties thereto) are effective to create in favor of the Collateral Agent for the benefit of the Secured Creditors, a legal, valid and enforceable Lien on the Mortgaged Properties described therein and proceeds thereof except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, or similar laws affecting creditors’ rights generally and by general principles of equity (regardless of whether enforcement is sought security interest in a proceeding in equity or at law), and when the Mortgages are filed in the appropriate recording offices, each such Mortgage shall constitute a valid and enforceable Lien with record notice to third parties on all right, title and interest of the Loan Canadian Credit Parties in all of the Mortgaged Properties Collateral described therein, and when proper filings have been made in the proceeds thereofappropriate filing offices against each Canadian Credit Party, the Collateral Agent, for the benefit of the Secured Creditors, will have a perfected security interest in all right, title and interest in all of the Collateral described therein of such Canadian Credit Party, to the extent such security interest can be perfected by making such filings under the PPSA, subject to no other Liens other than Permitted Liens. (c) The security interests created under the U.S. Pledge Agreement (when executed and delivered by all parties thereto) are effective to create in favor of the Collateral Agent, as security Pledgee, for the Obligations (as defined benefit of the Secured Creditors, a legal, valid and enforceable security interest in all right, title and interest of the U.S. Credit Parties in all of the Pledge Agreement Collateral described therein, and when proper UCC financing statements have been filed in the relevant Mortgage)appropriate filing offices against each U.S. Credit Party and/or the Collateral Agent has obtained “control” (within the meaning of the UCC) of the Pledge Agreement Collateral thereunder, the Collateral Agent for the benefit of the Secured Creditors shall have a perfected security interest in each case prior and superior all Pledge Agreement Collateral described in right the U.S. Pledge Agreement to any the extent such security interest can be perfected by filing a UCC financing statement under the UCC or by the Collateral Agent having “control” of such Pledge Agreement Collateral, subject to no other Person Liens other than Permitted Liens (except that it being understood that the Lien Permitted Liens described in Section 10.01(s) are subject to the terms of the Intercreditor Agreement at any time that Permitted Additional Secured Indebtedness is outstanding). No filings or recordings are required in order to perfect (or maintain the perfection or priority of) the security interests created in the Mortgaged Properties may be subject Pledge Agreement Collateral under the U.S. Pledge Agreement other than with respect to that portion of such Pledge Agreement Collateral constituting a “general intangible” under the Liens permitted by subsection 8.3)UCC.

Security Documents. (a) The Each of the Guarantee and Collateral Agreement and the Mexican Stock Pledge Agreement is effective to create in favor of the Administrative Agent, for the benefit of the Secured PartiesLenders, a legal, legally valid and enforceable security interest in the Collateral described therein and proceeds thereof thereof, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, insolvency or similar laws affecting creditors’ creditors rights generally and or by general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law)equity. In the case of the Pledged Capital Stock that are Securities (as defined in the UCC) described in pledged pursuant to the Guarantee and Collateral Agreement or the Mexican Stock Pledge Agreement, when stock certificates representing such Pledged pledged Capital Stock are delivered to the Administrative Agent and, with respect to the Capital Stock of Innophos Mexicana, when the certificates evidencing the Capital Stock are duly endorsed in guarantee (together with a properly completed endoso en garantía) in favor of, and signed delivered to, the Administrative Agent and an appropriate notation is made in the stock power or endorsement)registry book (libro de registro de acciones) of Innophos Mexicana, and in the case of the other Collateral in which a security interest can be perfected under the relevant UCC by filing a UCC financing statement and described in the Guarantee and Collateral Agreement, when financing statements and other filings specified on Schedule 5.18 5.19(a) in appropriate form are properly filed in the offices specified on Schedule 5.185.19(a), the Guarantee and Collateral Agreement shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral (to the extent that a security interest in such Collateral can be perfected by possession, control or a filing under applicable law) and the proceeds thereof, as security for the Obligations (as defined in the Guarantee and Collateral Agreement), in each case prior and superior in right to any other Person (except, in the case of Collateral other than Pledged StockCapital Stock pledged pursuant to the Guarantee and Collateral Agreement, Liens permitted by subsection 8.3 and, in the case of Collateral consisting of Pledged Stock, inchoate Liens arising by operation of lawSection 8.3). (b) Each of the Mortgages upon proper filing is effective to create in favor of the Administrative Agent, for the benefit of the Secured PartiesLenders, a legal, legally valid and enforceable Lien on the Mortgaged Properties described therein and proceeds thereof thereof, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, insolvency or similar laws affecting creditors’ creditors rights generally and or by general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law)equity, and when the Mortgages are properly filed in the appropriate recording officesoffices specified on Schedule 5.19(b), each such Mortgage shall constitute a valid fully perfected Lien on, and enforceable Lien with record notice to third parties on security interest in, all right, title and interest of the Loan Parties in the Mortgaged Properties and the proceeds thereof, as security for the Obligations (as defined in the relevant Mortgage), in each case prior and superior in right to all other Liens except any other Person (except that that the Lien created in the Mortgaged Properties may be subject to the Liens permitted by subsection Section 8.3). Schedule 1.1 lists, as of the Closing Date, each parcel of owned real property and each leasehold interest in real property located in the United States and held by the Borrower or any of its Subsidiaries that has a value, in the reasonable opinion of the Borrower, in excess of $2,500,000.

Security Documents. (ai) The Guarantee Each Security Document (other than each Mortgage), when executed and Collateral Agreement delivered, is effective to create in favor of the Administrative Agent, Priority Collateral Trustee (for the benefit of the Secured Parties), a legal, valid and enforceable security interest in the Collateral described therein and proceeds thereof except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, or similar laws affecting creditors’ rights generally the Priority Collateral Trustee has been authorized (and by general principles is hereby authorized) to make all filings of equity (regardless of whether enforcement is sought in a proceeding in equity or at law). In the case of the Pledged Stock that are Securities (as defined UCC-1 and as-extracted collateral financing statements in the UCC) described in appropriate filing office necessary or desirable to fully perfect the Guarantee and Priority Collateral Agreement, when stock certificates representing such Pledged Stock are delivered to the Administrative Agent (together with a properly completed and signed stock power or endorsement), and in the case of the other Collateral in which a Trustee’s security interest in such Collateral described therein which can be perfected under the relevant UCC by filing a UCC UCC-1 financing statement and described in the Guarantee appropriate filing office, and Collateral Agreement, when financing statements and other filings specified on Schedule 5.18 in appropriate form are filed (ii) with respect to the security interest created in the offices specified on Schedule 5.18Collateral pursuant to each Security Document (other than each Mortgage), upon such filings (or, with respect to possessory Collateral, upon the Guarantee and taking of possession by the Collateral Agreement shall Trustee of any such Collateral which may be perfected by possession), such security interests will constitute a fully perfected Lien First Priority Liens on, and security interest interests in, all right, title and interest of the Loan Parties debtor party thereto in such the Collateral and the proceeds thereofdescribed therein that can be perfected by filing a UCC-1 or as-extracted financing statement, as security for the Obligations (as defined applicable, in the Guarantee and Collateral Agreement), in each case prior and superior in right to any other Person (exceptappropriate filing office or by delivery, in the case of Collateral other than Pledged Stock, Liens permitted by subsection 8.3 and, in the case of Collateral consisting of Pledged Stock, inchoate Liens arising by operation of law)possessory Collateral. (b) Each of the Mortgages upon proper filing is Mortgages, when executed and delivered, will be effective to create in favor of the Administrative AgentCollateral Trustee, for the ratable benefit of the Secured Parties, a legal, valid and enforceable Lien lien on the Mortgaged Properties Material Real Property described therein and proceeds thereof except as such enforceability may be limited by applicable bankruptcysecurity interests will constitute, insolvency, reorganization, moratorium, or similar laws affecting creditors’ rights generally upon such Mortgage being and by general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law), and when the Mortgages are filed recorded in the appropriate recording filing offices, each First Priority liens on such Mortgage shall constitute a valid and enforceable Lien with record notice to third parties on all right, title and interest of the Loan Parties in the Mortgaged Properties and the proceeds thereof, as security for the Obligations (as defined in the relevant Mortgage), in each case prior and superior in right to any other Person (except that that the Lien created in the Mortgaged Properties may be subject to the Liens permitted by subsection 8.3)Material Real Property.

Security Documents. (a) The Guarantee and Collateral Agreement is effective to create in favor of the Administrative Agent, for the benefit of the Secured Parties, a legal, valid and enforceable security interest in the Collateral described therein and proceeds thereof thereof, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, moratorium or similar laws affecting creditors’ the enforcement of creditor’s rights generally and by general equitable principles of equity (regardless of whether such enforcement is sought in a proceeding at law or in equity or at lawequity). In the case of the Pledged Stock that are Securities (as defined in the UCC) described in the Guarantee and Collateral Agreement, when stock certificates representing such Pledged Stock are delivered to the Administrative Agent (together with a properly completed and signed stock power or endorsement)the necessary endorsements, and in the case of the other Collateral in which a security interest can be perfected under the relevant UCC by filing a UCC financing statement and described in the Guarantee and Collateral AgreementAgreement (to the extent that a security interest in such other Collateral can be perfected by filing), when financing statements and other filings specified on Schedule 5.18 5.19(a) in appropriate form are filed in the offices specified on Schedule 5.185.19(a) and all applicable fees have been paid, the Guarantee and Collateral Agreement shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral and the proceeds thereof, as security for the Obligations (as defined in the Guarantee and Collateral Agreement) (to the extent that a security interest in such other Collateral can be perfected by filing), in each case prior and superior in right to any other Person (except, in the case of Collateral other than Pledged Stock, Liens permitted by subsection 8.3 and, in the case of Collateral consisting of Pledged Stock, inchoate Liens arising by operation of lawSection 8.03). (b) Each of the Mortgages upon proper filing is effective to create in favor of the Administrative Agent, for the benefit of the Secured Parties, a legal, valid and enforceable Lien on the Mortgaged Properties described therein and proceeds thereof thereof, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, moratorium or similar laws affecting creditors’ the enforcement of creditor’s rights generally and by general principles of equity equitable principals (regardless of whether such enforcement is sought in a proceeding at law or in equity or at lawequity), and when the Mortgages are filed in the appropriate recording officesoffices specified on Schedule 5.19(b) and all applicable fees have been paid, each such Mortgage shall constitute a valid fully perfected Lien on, and enforceable Lien with record notice to third parties on security interest in, all right, title and interest of the Loan Parties in the Mortgaged Properties and the proceeds thereof, as security for the Obligations (as defined in the relevant Mortgage), in each case prior and superior in right to any other Person (except that that the Lien created in the Mortgaged Properties may be subject to the Liens permitted by subsection 8.3Section 8.03). Schedule 1.01(b) lists each parcel of real property in the United States owned in fee simple by the Borrower or any of its Subsidiaries as of the Closing Date.

Security Documents. (a) The Guarantee Each Guaranty and Collateral Security Agreement and each other Security Document executed and delivered by a Loan Party is effective to create in favor of the Administrative Agent, for the benefit of the Secured Parties, a legal, valid and enforceable security interest in the Collateral described therein and proceeds thereof therein, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, moratorium or other similar laws relating to or affecting generally the enforcement of creditors’ rights generally and rights, by general equitable principles of equity (regardless of whether enforcement is sought in a proceeding by proceedings in equity or at law) and an implied covenant of good faith and fair dealing. Subject to the terms of the Intercreditor Agreements and except as otherwise provided under Applicable Law (including the UCC and PPSA). In , in the case of (i) the Pledged Stock that are Securities (as defined in the UCC) Interests described in the Guarantee any Guaranty and Collateral AgreementSecurity Agreement (which Pledged Interests, when if represented by stock certificates representing (and constituting “certificated securities” within the meaning of the UCC and the PPSA, as applicable), have not been delivered to any Person other than Agent (except as agreed by the Agent and for which arrangements have been made for their delivery to the Agent)), upon the taking of possession or control by the Agent of such Pledged Stock are delivered Interests, (ii) Collateral with respect to which a security interest may be perfected only by possession or control, upon the Administrative taking of possession or control by Agent (together with a properly completed and signed stock power or endorsement), and the ABL Agent in the case of the ABL Priority Collateral prior to the Discharge of ABL Obligations) of such Collateral, and (iii) the other personal property Collateral in which a security interest can be perfected under the relevant UCC by filing a UCC financing statement and described in the Guarantee any Guaranty and Collateral Security Agreement, when financing statements and other filings specified on Schedule 5.18 in appropriate form are filed in the appropriate filing offices and such other filings as are specified on Schedule 5.18by any Guaranty and Security Agreement have been completed, the Guarantee Liens on the Collateral created by any Guaranty and Collateral Agreement Security Agreement, shall constitute a fully perfected Lien onLiens on (to the extent that perfection can be achieved under Applicable Law by making such filings or recordings or taking such possession or control), and security interest interests in, all right, title and interest of the Loan Parties in such Collateral and the proceeds thereofCollateral, as security for the Obligations (as defined in the Guarantee and Collateral Agreement)Obligations, in each case prior and superior in right to the Liens of any other Person (exceptexcept Permitted Liens which are non-consensual Permitted Liens, permitted purchase money Liens, the interests of lessors under Capital Leases, and, subject to the ABL Intercreditor Agreement, Liens granted to the ABL Agent on ABL Priority Collateral pursuant to the ABL Documents or Liens granted in connection with Incremental Equivalent Debt (other than Incremental Equivalent Junior Debt)). Except as otherwise provided under Applicable Law, in the case of Collateral other than Pledged Stock, Liens permitted by subsection 8.3 and, the mortgaged property described in the case of Collateral consisting of Pledged StockMortgages, inchoate Liens arising by operation of law). (b) Each of the when such Mortgages upon proper filing is effective to create in favor of the Administrative Agent, for the benefit of the Secured Parties, a legal, valid and enforceable Lien on the Mortgaged Properties described therein and proceeds thereof except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, or similar laws affecting creditors’ rights generally and by general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law), and when the Mortgages appropriate form are filed in the appropriate recording officesfiling offices and such other filings as are specified by the Mortgages have been completed, each such Mortgage the Liens on the Collateral created by the Mortgages, shall constitute a valid fully perfected Liens on (to the extent that perfection can be achieved under Applicable Law by making such filings or recordings), and enforceable Lien with record notice to third parties on security interests in, all right, title and interest of the Loan Parties in the Mortgaged Properties and the proceeds thereofsuch mortgaged property, as security for the Obligations (as defined in the relevant Mortgage)Obligations, in each case prior and superior in right to the Liens of any other Person (except that that Permitted Liens which are non-consensual Permitted Liens, permitted purchase money Liens, the Lien created in the Mortgaged Properties may be interests of lessors under Capital Leases, and, subject to the ABL Intercreditor Agreement, Liens permitted by subsection 8.3granted to the ABL Agent on ABL Priority Collateral pursuant to the ABL Documents or Liens granted in connection with Incremental Equivalent Debt (other than Incremental Equivalent Junior Debt)).

Security Documents. (a) The Guarantee Each of the Cash Collateral Agreement and the Collateral Agreement is effective until release thereof permitted under this Agreement to create in favor of the Administrative Agent, for the benefit of the Secured PartiesLenders, a legal, valid and enforceable security interest in the Collateral described therein and proceeds thereof thereof. In the case of the Collateral described in the Collateral Agreement, the Collateral Agreement constitutes a fully perfected Lien on all right, title and interest of the Borrower and the Guarantors in such Collateral (other than such Collateral in which a security interest cannot be perfected by filing of a financing statement under the UCC as in effect at the relevant time in the relevant jurisdiction) and the proceeds thereof, as security for the Obligations (as defined in the Collateral Agreement), in each case prior and superior in right to any other Person except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, or similar laws affecting creditors’ rights generally and by general principles of equity Liens permitted under Section 6.01(1) through (regardless of whether enforcement is sought in a proceeding in equity or at law7). In the case of the Pledged Stock that are Securities Collateral described in the Cash Collateral Agreement, the Cash Collateral Agreement constitutes a fully perfected Lien on all right, title and interest of the Borrower and the Guarantors in such Collateral and the proceeds thereof, as security for the Obligations (as defined in the UCC) described in the Guarantee and Cash Collateral Agreement, when stock certificates representing such Pledged Stock are delivered to the Administrative Agent (together with a properly completed and signed stock power or endorsement), in each case prior and superior in the case right to any other Person. (b) Upon execution and delivery thereof until release thereof permitted under this Agreement, each of the other Collateral Mortgages is effective to create in which favor of the Agent, for the benefit of the Lenders, a security interest can be perfected under legal, valid and enforceable Lien on the relevant UCC by filing a UCC financing statement Mortgaged Properties described therein and described in proceeds thereof, and when the Guarantee and Collateral Agreement, when financing statements and other filings specified on Schedule 5.18 in appropriate form Mortgages are filed in the offices specified on Schedule 5.18appropriate recording offices, the Guarantee and Collateral Agreement each such Mortgage shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral Borrower and the proceeds thereof, as security for the Obligations (as defined in the Guarantee and Collateral Agreement), in each case prior and superior in right to any other Person (except, in the case of Collateral other than Pledged Stock, Liens permitted by subsection 8.3 and, in the case of Collateral consisting of Pledged Stock, inchoate Liens arising by operation of law). (b) Each of the Mortgages upon proper filing is effective to create in favor of the Administrative Agent, for the benefit of the Secured Parties, a legal, valid and enforceable Lien on the Mortgaged Properties described therein and proceeds thereof except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, or similar laws affecting creditors’ rights generally and by general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law), and when the Mortgages are filed in the appropriate recording offices, each such Mortgage shall constitute a valid and enforceable Lien with record notice to third parties on all right, title and interest of the Loan Parties Guarantors in the Mortgaged Properties and the proceeds thereof, as security for the Obligations (as defined in the relevant Mortgage), in each case prior and superior in right to any other Person (except that that the Lien created other than those exceptions to title set forth in the Mortgaged Properties may be subject to applicable title insurance policy described in subclause (c) of item (4) of the Secured Borrowing Base Conditions and other than Liens permitted by subsection 8.3pursuant to clause (g) of the definition of Mortgage Conditions or Section 6.01(7)).

Security Documents. (a) The Guarantee and Collateral Agreement is effective to Agreement, upon execution and delivery thereof by the parties thereto, will create in favor of the Administrative Collateral Agent, for the ratable benefit of the Secured Parties, a legal, valid and enforceable security interest in the Collateral described therein and proceeds thereof except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, or similar laws affecting creditors’ rights generally and by general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law). In the case of the Pledged Stock that are Securities (as defined in the UCC) described in the Guarantee and Collateral Agreement, ) and the proceeds thereof and (i) when stock certificates representing such the Pledged Stock are delivered to (other than Uncertificated Foreign Securities, Uncertificated Limited Liability Company Interests and Uncertificated Partnership Interests) and the Administrative Agent Pledged Debt Securities (together with a properly completed and signed stock power or endorsement), and in the case of the other Collateral in which a security interest can be perfected under the relevant UCC by filing a UCC financing statement and described as each such term is defined in the Guarantee and Collateral Agreement) are delivered to the Collateral Agent together with the proper endorsements, the Lien created under Guarantee and Collateral Agreement shall constitute a fully perfected first priority Lien on, and security interest in, all right, title and interest of the Loan Parties in such Pledged Stock and Pledged Debt Securities to the extent that the laws of the United States or any state thereof govern the creation and perfection of any such security interest, in each case prior and superior in right to any other person, and (ii) when financing statements and other filings specified on Schedule 5.18 in appropriate form are filed in the offices specified on Schedule 5.183.19(a) and all applicable filing fees have been paid, the Lien created under the Guarantee and Collateral Agreement will constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in the Collateral (other than Intellectual Property, as defined in the Guarantee and Collateral Agreement) to the extent such security interest may be perfected by the filing of a UCC financing statement, in each case prior and superior in right to any other person, other than with respect to Liens expressly permitted by Section 6.02 and with respect to Collateral consisting of Investment Property (as defined in the UCC). (b) With respect to the Intellectual Property (as defined in the Guarantee and Collateral Agreement) in which Terex, the Subsidiary Guarantors and the Collateral Agent have agreed that the Collateral Agent may record the Guarantee and Collateral Agreement (or a short-form security agreement in form and substance reasonably satisfactory to Terex and the Collateral Agent) with the United States Patent and Trademark Office (the “Perfection Intellectual Property”), upon the execution and delivery of the Guarantee and Collateral Agreement and the recordation of the Guarantee and Collateral Agreement (or such short-form security agreement) with the United States Patent and Trademark Office and the payment of all applicable fees, together with the financing statements in appropriate form filed in the offices specified on Schedule 3.19(a), the Lien created under the Guarantee and Collateral Agreement in the Perfection Intellectual Property shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral and the proceeds thereof, as Perfection Intellectual Property to the extent that a security for the Obligations (as defined interest may be perfected by filing in the Guarantee United States and Collateral Agreement)its territories and possessions, in each case prior and superior in right to any other Person (except, in the case of Collateral other than Pledged Stock, Liens permitted by subsection 8.3 and, in the case of Collateral consisting of Pledged Stock, inchoate Liens arising by operation of law)person. (bc) Each of The Mortgages, upon the Mortgages upon proper filing is effective to execution and delivery thereof by the parties thereto, will create in favor of the Administrative Collateral Agent, subject to the exceptions listed in each insurance policy covering such Mortgage, for the ratable benefit of the Secured Parties, a legal, valid and enforceable Lien on all of the Loan Parties' right, title and interest in and to the Mortgaged Properties described therein Property thereunder and the proceeds thereof except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, or similar laws affecting creditors’ rights generally and by general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law)thereof, and when the Mortgages referred to in Section 3.04(b) are filed recorded in the appropriate recording officesoffices specified in Schedule 3.19(c) and all applicable fees have been paid, each such Mortgage shall the Mortgages will constitute a valid fully perfected Lien on, and enforceable Lien with record notice to third parties on security interest in, all right, title and interest of the Loan Parties in the such Mortgaged Properties Property and the proceeds thereof, as security for the Obligations (as defined in the relevant Mortgage), in each case prior and superior in right to any other Person (except that that the Lien created in the Mortgaged Properties may be subject person, other than with respect to the rights of persons pursuant to Liens expressly permitted by subsection 8.3)Section 6.02.

Security Documents. (a) The Guarantee and Collateral Agreement Each Security Document is effective to create in favor of the Administrative Agent, Collateral Agent (for the benefit of the Secured Parties, ) a legal, valid and enforceable security interest in the Collateral to the extent described therein and proceeds thereof except as that a security interest in such enforceability may Collateral can be limited by created under the UCC (subject to applicable bankruptcy, insolvency, reorganization, moratorium, moratorium or other similar laws affecting creditors’ rights generally and by subject to general principles of equity (equity, regardless of whether enforcement is sought considered in a proceeding in equity or at law). In As of the Effective Date, in the case of the Pledged Stock that are Securities (as defined in the UCC) Collateral described in the Guarantee and Collateral Security Agreement, when stock certificates or promissory notes, as applicable, representing such Pledged Stock Collateral and required to be delivered under the applicable Security Document are delivered to the Administrative Agent (together with a properly completed and signed stock power or endorsement)Collateral Agent, and in the case of the other Collateral described in the Security Agreement when financing statements are filed in the applicable filing offices, the Collateral Agent (for the benefit of the Secured Parties) shall have a fully perfected Lien (subject to all Permitted Encumbrances or as otherwise permitted by Section 6.02) on, and security interest in, all right, title and interest of the Loan Parties in such Collateral to the extent a security interest in such Collateral can be created under the UCC, as security for the Secured Obligations to the extent perfection in such collateral can be obtained by filing Uniform Commercial Code financing statements or possession, in each case prior and superior in right to the Lien of any other Person (except Permitted Encumbrances). (b) When the Security Agreement or a short form thereof is filed and recorded in the United States Patent and Trademark Office and/or the United States Copyright Office, as applicable, and, with respect to Collateral in which a security interest can cannot be perfected under by such filings, upon the relevant UCC by proper filing a UCC financing statement and described in of the Guarantee and Collateral Agreement, when financing statements and other filings specified on Schedule 5.18 referred to in appropriate form are filed in the offices specified on Schedule 5.18clause (a) above, the Guarantee and Collateral Agreement Agent (for the benefit of the Secured Parties) shall constitute have a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral and the proceeds thereof, as security for the Obligations (as defined thereunder in the Guarantee United States registered trademarks and Collateral Agreement)United States issued patents, United States trademark and patent applications and United States registered copyrights and exclusive licenses of United States registered copyrights, in each case prior and superior in right to the Lien of any other Person Person, except for Permitted Encumbrances (except, it being understood that subsequent recordings in the case of Collateral other than Pledged Stock, Liens permitted by subsection 8.3 and, in United States Patent and Trademark Office and the case of Collateral consisting of Pledged Stock, inchoate Liens arising by operation of law). (b) Each of the Mortgages upon proper filing is effective United States Copyright Office may be necessary to create in favor of the Administrative Agent, for the benefit of the Secured Parties, perfect a legal, valid and enforceable Lien on the Mortgaged Properties described therein registered trademarks and proceeds thereof except as such enforceability may be limited issued patents, trademark and patent applications and registered copyrights and exclusive licenses of registered copyrights acquired by applicable bankruptcy, insolvency, reorganization, moratorium, or similar laws affecting creditors’ rights generally and by general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law), and when the Mortgages are filed in the appropriate recording offices, each such Mortgage shall constitute a valid and enforceable Lien with record notice to third parties on all right, title and interest of the Loan Parties in after the Mortgaged Properties and Effective Date or any U.S. intent-to-use trademark applications that are no longer after the proceeds thereofEffective Date, as security for the Obligations (as defined in the relevant Mortgage), in each case prior and superior in right to any other Person (except that that the Lien created in the Mortgaged Properties may be subject to the Liens permitted by subsection 8.3deemed Excluded Property).

Security Documents. (a) The Guarantee and Collateral Security Agreement is effective to create in favor of the Administrative Agent, for the benefit of the Secured PartiesLenders, a legal, valid and enforceable (subject to the effect of bankruptcy, insolvency, reorganization, receivership, moratorium and other similar laws affecting creditors’ rights) security interest interests in the Collateral described therein and proceeds thereof except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, or similar laws affecting creditors’ rights generally and by general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law)thereof. In the case of the Pledged Stock that are Securities (as defined in the UCC) and described in the Guarantee and Collateral Security Agreement, when stock certificates representing such Pledged Stock are delivered to the Administrative Agent (together with a properly completed and signed stock power or endorsement)the necessary endorsements, and in the case of the other Collateral in which a security interest can be perfected under the relevant UCC by filing a UCC financing statement and described in the Guarantee and Collateral Agreementany of the Security Documents, when financing statements and other filings specified on Schedule 5.18 4.19 in appropriate form are filed in the offices specified on Schedule 5.184.19, the Guarantee and Collateral Security Agreement shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral and the proceeds thereof, as security for the their respective Obligations (as defined in the Guarantee and Security Agreement) to the extent a Lien on such Collateral Agreement)(other than the Pledged Stock) can be perfected pursuant to such financing statements and such other filings, in each case prior and superior in right to any other Person (except, in the case of Collateral other than Pledged Stock, Liens permitted by subsection 8.3 and, in the case of Collateral consisting of Pledged Stock, inchoate Liens arising by operation of lawPermitted Liens). (b) Each of the Mortgages upon proper filing is effective to create in favor of the Administrative Agent, for the benefit of the Secured PartiesLenders, a legal, valid and enforceable (subject to the effect of bankruptcy, insolvency, reorganization, receivership, moratorium and other similar laws affecting creditors’ rights) Lien on the Mortgaged Properties described therein and proceeds thereof except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, or similar laws affecting creditors’ rights generally and by general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law)thereof, and when the Mortgages are filed in the appropriate recording offices, each such Mortgage shall constitute a valid fully perfected Lien on, and enforceable Lien with record notice to third parties on security interest in, all right, title and interest of the Loan Parties in the Mortgaged Properties and the proceeds thereof, as security for the Obligations (as defined in the relevant Mortgage), in each case prior and superior in right to any other Person (except that that the Lien security interest created in such real property and the Mortgaged Properties Property may be subject to the Liens permitted by subsection 8.3Permitted Liens).

Security Documents. (a) The Guarantee After the execution and Collateral delivery thereof, the Pledge and Security Agreement is and the Partnership Interest Pledge Agreement are effective to create in favor of the Administrative Collateral Agent, for the benefit of the Secured Parties, a legal, valid and enforceable security interest in the Collateral described therein and proceeds thereof except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, or similar laws affecting creditors’ rights generally and by general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law)thereof. In the case of the Pledged Stock that are Securities (as defined in the UCC) described in the Guarantee Pledge and Collateral Security Agreement and the Partnership Interest Pledge Agreement, when stock certificates (if any) representing such Pledged Stock are delivered to the Administrative Agent (together with a properly completed and signed stock power or endorsement)Collateral Agent, and in the case of the other Collateral in which a security interest can be perfected under the relevant UCC by filing a UCC financing statement and described in the Guarantee Pledge and Collateral Security Agreement, when financing statements and other filings specified on Schedule 5.18 5 of the Perfection Certificate in appropriate form are filed in the offices specified on Schedule 5.186 of the Perfection Certificate, the Guarantee Pledge and Collateral Security Agreement shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral and the proceeds thereofthereof to the extent security interests can be so perfected (by delivery or filing UCC financing statements as applicable) on such Collateral, as security for the Obligations (as defined in the Guarantee and Collateral Agreement)Secured Obligations, in each such case prior and superior in right to any other Person (except, in the case of Collateral other than Pledged Stock, Liens permitted by subsection 8.3 and, in the case of Collateral consisting of Pledged Stock, inchoate Liens arising by operation of lawother Permitted Liens). (b) Each After the execution and delivery thereof, each of the Mortgages upon proper filing Mortgages, is or will be effective to create in favor of the Administrative Collateral Agent, for the benefit of the Secured Parties, a legal, valid and enforceable Lien on the Mortgaged Properties described therein and proceeds thereof except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, or similar laws affecting creditors’ rights generally and by general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law)thereof, and when the Mortgages are filed in the appropriate recording offices, each such Mortgage shall constitute a valid fully perfected Lien on, and enforceable Lien with record notice to third parties on security interest in, all right, title and interest of the Loan Parties in the Mortgaged Properties and the proceeds thereof, as security for the Secured Obligations (as defined in the relevant Mortgage), in each case prior and superior in right to any other Person (except that that other than Permitted Liens. Schedule 1.1B lists, as of the Lien created Effective Date, each parcel of owned real property and each leasehold interest in real property located in the Mortgaged Properties may be subject to United States and held by the Liens permitted by subsection 8.3)Borrower or any of its Guarantors that has a value, in the reasonable opinion of the Borrower, in excess of $25,000,000.

Security Documents. (a) The Guarantee and Collateral Agreement is effective to create in favor of the Administrative Agent, for the benefit of the Secured Parties, a legal, valid valid, binding and enforceable security interest in the Collateral described therein and proceeds thereof and products thereof, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, moratorium or similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles of equity (regardless of whether enforcement is sought in a proceeding by proceedings in equity or at law). In the case of the Pledged Capital Stock that are Securities (as defined in the UCC) described in the Guarantee and Collateral Agreement, when any stock certificates representing such Pledged Capital Stock (and constituting “certificated securities” within the meaning of the UCC) are delivered to the Administrative Agent (together Agent, in the case of any deposit accounts, when control agreements have been executed with a properly completed and signed stock power or endorsement)respect to such deposit accounts, and in the case of the other Collateral in which a security interest can be perfected under the relevant UCC by filing a UCC financing statement and described in the Guarantee and Collateral Agreement, when financing statements and other filings specified on Schedule 5.18 in appropriate form are filed in the offices specified on Schedule 5.183.18(a)-1 and such other filings as are specified on Schedule 3 to the Guarantee and Collateral Agreement have been completed, the Guarantee and Collateral Agreement shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral and the proceeds and products thereof, as security for the Obligations (as defined in the Guarantee and Collateral Agreement), in each case prior and superior in right to any other Person (exceptexcept Permitted Liens). Schedule 3.18(a)-2 lists each UCC Financing Statement that (i) names any Loan Party as debtor and (ii) will be terminated on or prior to the Closing Date; and on or prior to the Closing Date, the Borrower will have delivered to the Administrative Agent, or caused to be filed, duly completed UCC termination statements, authenticated by the relevant secured party, in the case respect of Collateral other than Pledged Stock, Liens permitted by subsection 8.3 and, in the case of Collateral consisting of Pledged Stock, inchoate Liens arising by operation of law)each such UCC Financing Statement. (b) Each of the Mortgages upon proper filing is effective to create in favor of the Administrative Agent, for the benefit of the Secured Parties, a legal, valid valid, binding and enforceable Lien on the Mortgaged Properties described therein and proceeds thereof except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, or similar laws affecting creditors’ rights generally and by general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law), products thereof; and when the Mortgages are filed or recorded in the appropriate recording officesoffices specified on Schedule 3.18(b) (in the case of Mortgages to be executed and delivered pursuant to Section 4.1(a)(iii)) or in the office designated by the Borrower (in the case of any Mortgage to be executed and delivered pursuant to Section 5.10), each such Mortgage shall constitute a valid fully perfected Lien on, and enforceable Lien with record notice to third parties on security interest in, all right, title and interest of the Loan Parties in the Mortgaged Properties described therein and the proceeds and products thereof, as security for the Obligations (as defined in the relevant Mortgage), in each case prior and superior in right to any other Person (except that that the Lien created in the Mortgaged Properties may be subject to the other than Persons holding Liens or other encumbrances or rights permitted by subsection 8.3the relevant Mortgage or the Loan Documents).

Security Documents. (a) The Guarantee and Collateral provisions of the Security Agreement is are effective to create in favor of the Administrative Collateral Agent for the benefit of the Secured Creditors a legal and valid security interest in all right, title and interest of the Credit Parties in all of the Security Agreement Collateral, and the Collateral Agent, for the benefit of the Secured PartiesCreditors, a legalhas (or upon the filing of financing statements and intellectual property filings, valid entry into of Control Agreements and enforceable security interest in the taking of possession by the Collateral described therein and proceeds thereof except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, or similar laws affecting creditors’ rights generally and by general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law). In the case Agent of the Pledged Stock that are Securities (as defined in the UCC) described in the Guarantee and Security Agreement Collateral Agreement, when stock certificates representing such Pledged Stock are delivered with respect to the Administrative Agent (together with a properly completed and signed stock power or endorsement), and in the case of the other Collateral in which a security interest can may be perfected under only by possession will have) (x) a First Priority (subject to the relevant UCC by filing a UCC financing statement and described in the Guarantee and Collateral Initial Intercreditor Agreement, when financing statements and other filings specified on Schedule 5.18 in appropriate form are filed in the offices specified on Schedule 5.18, the Guarantee and Collateral Agreement shall constitute a fully ) perfected Lien on, and security interest in, in all right, title and interest in all of the Security Agreement Collateral described therein that is Term Loan Parties in such Priority Collateral and (y) a Second Priority (subject to the proceeds thereof, as Initial Intercreditor Agreement) perfected security for the Obligations (as defined interest in the Guarantee and Collateral Agreement), in each case prior and superior in right to any other Person (except, in the case of Collateral other than Pledged Stock, Liens permitted by subsection 8.3 and, in the case of Collateral consisting of Pledged Stock, inchoate Liens arising by operation of law). (b) Each of the Mortgages upon proper filing is effective to create in favor of the Administrative Agent, for the benefit of the Secured Parties, a legal, valid and enforceable Lien on the Mortgaged Properties described therein and proceeds thereof except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, or similar laws affecting creditors’ rights generally and by general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law), and when the Mortgages are filed in the appropriate recording offices, each such Mortgage shall constitute a valid and enforceable Lien with record notice to third parties on all right, title and interest in all of the Loan Parties Security Agreement Collateral described therein that is ABL Facility Priority Collateral (in each case, except for Excluded Deposit Accounts and Securities Accounts over which Control Agreements are not required pursuant to Section 9.05(b) or for Collateral for which possession or control is required for perfection and such possession or control is not otherwise required by the Security Agreement), subject to no other Liens other than Permitted Liens (it being understood that the Permitted Liens described in Section 9.01(d) are subject to the terms of the Initial Intercreditor Agreement). The recordation of (i) the Grant of Security Interest in U.S. Patents and (ii) the Grant of Security Interest in U.S. Trademarks in the Mortgaged Properties and respective forms attached to the proceeds thereof, as security for the Obligations (as defined in the relevant Mortgage)Security Agreement, in each case prior and superior in right to any other Person (except that that the Lien created in the Mortgaged Properties United States Patent and Trademark Office, together with filings on Form UCC-1 made pursuant to the Security Agreement, will create, as may be subject perfected by such filings and recordation, a perfected security interest in the United States trademarks and patents covered by the Security Agreement, and the recordation of the Grant of Security Interest in U.S. Copyrights in the form attached to the Liens permitted Security Agreement with the United States Copyright Office, will create, as may be perfected by subsection 8.3)such filings and recordation, a perfected security interest in the United States copyrights covered by the Security Agreement.

Security Documents. (a) The Guarantee and Collateral Agreement is effective to create in favor of the Administrative Agent, for the benefit of the Secured PartiesLenders, a legal, valid and enforceable security interest in the Collateral described therein and proceeds thereof except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, or similar laws affecting creditors’ rights generally and by general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law). In the case of the Pledged Stock that are Securities (as defined in the UCC) described in the Guarantee and Collateral Agreement, when stock certificates representing such Pledged Stock are delivered to the Administrative Agent (together with a properly completed and signed stock power or endorsement), and in the case of the other Collateral in which a security interest can be perfected under the relevant UCC by filing a UCC financing statement and described in the Guarantee and Collateral Agreement, when financing statements and other filings specified on Schedule 5.18 in appropriate form are filed in the offices specified on Schedule 5.18, the Guarantee and Collateral Agreement shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Credit Parties in such Collateral and the proceeds thereof, as security for the Obligations (as defined in the Guarantee and Collateral Agreement), in each case prior and superior in right to any other Person (except, in the case of Collateral other than Pledged Stock, Liens permitted by subsection 8.3 and, in the case of Collateral consisting of Pledged Stock, inchoate Liens arising by operation of law). (b) Each of the Mortgages upon proper filing is effective to create in favor of the Administrative Agent, for the benefit of the Secured Parties, a legal, valid and enforceable Lien on the Mortgaged Properties described therein and proceeds thereof except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, or similar laws affecting creditors’ rights generally and by general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law), and when the Mortgages are filed in the appropriate recording offices, each such Mortgage shall constitute a valid and enforceable Lien with record notice to third parties on all right, title and interest of the Loan Parties in the Mortgaged Properties and the proceeds thereof, as security for the Obligations (as defined in the relevant Mortgage), in each case prior and superior in right to any other Person (except that that the Lien created in the Mortgaged Properties may be subject to the Liens permitted by subsection 8.3).

Security Documents. (a) The Guarantee and Collateral Agreement and each other Security Document executed and delivered by a Loan Party is effective to create in favor of the Administrative AgentCollateral Trustee, for the benefit of the Secured Parties, a legal, valid valid, binding and enforceable security interest in the Collateral described therein and proceeds thereof therein, except as such enforceability may be limited by subject to applicable bankruptcy, insolvency, reorganization, moratorium, moratorium or similar other laws affecting creditors’ rights generally and by subject to general principles of equity (equity, regardless of whether enforcement is sought considered in a proceeding in equity or at law). In Subject to the terms of Section 5.9(c) in the case of (i) the Pledged Capital Stock that are Securities (as defined in the UCC) described in the Guarantee and Collateral Agreement, when any stock certificates representing such Pledged Capital Stock (and constituting “certificated securities” within the meaning of the UCC) are delivered to the Administrative Agent Collateral Trustee, (together ii) Collateral with respect to which a properly completed and signed stock power security interest may be perfected only by possession or endorsement)control, upon the taking of possession or control by the Collateral Trustee of such Collateral, and (iii) the other personal property Collateral described in the case of the other Collateral in Security Documents as to which a security interest can be perfected under the relevant UCC by filing of a UCC financing statement and described in the Guarantee and Collateral Agreementstatement, when financing statements and other filings specified on Schedule 5.18 in appropriate form are filed in the offices appropriate filing offices, appropriate assignments or notices are filed in the U.S. Patent and Trademark Office and such other filings as are specified on Schedule 5.18by the Collateral Agreement have been completed, the Guarantee and Lien on the Collateral created by the Collateral Agreement shall (to the extent so required by Section 5.9(c) and the Security Documents) constitute a fully perfected Lien in favor of the Collateral Trustee for the benefit of the Secured Parties on, and security interest in, all right, title and interest of the Loan Parties in such Collateral and the proceeds thereofCollateral, as security for the Obligations (as defined in the Guarantee and Collateral Agreement)Obligations, in each case prior and superior in right to any other Person (except, in the case Liens of Collateral other than Pledged Stock, Liens permitted by subsection 8.3 and, in the case of Collateral consisting of Pledged Stock, inchoate Liens arising by operation of law). (b) Each of the Mortgages upon proper filing is effective to create in favor of the Administrative Agent, for the benefit of the Secured Parties, a legal, valid and enforceable Lien on the Mortgaged Properties described therein and proceeds thereof except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, or similar laws affecting creditors’ rights generally and by general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law), and when the Mortgages are filed in the appropriate recording offices, each such Mortgage shall constitute a valid and enforceable Lien with record notice to third parties on all right, title and interest of the Loan Parties in the Mortgaged Properties and the proceeds thereof, as security for the Obligations (as defined in the relevant Mortgage), in each case prior and superior in right to any other Person (except that that the Lien created in the Mortgaged Properties may be subject to the Liens permitted by subsection 8.3Permitted Liens).

Security Documents. (a) The Guarantee and Collateral Agreement is effective to create in favor of the Administrative Agent, for the benefit of the Secured Parties, a legal, valid and enforceable security interest in the Collateral described therein and proceeds thereof except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, or similar laws affecting creditors’ rights generally and by general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law)thereof. In the case of the Pledged Stock that are Securities (as defined in the UCC) described in the Guarantee and Collateral Agreement) that are securities represented by stock certificates or otherwise constituting certificated securities within the meaning of Section 8-102(a)(15) of the UCC or the corresponding code or statute of any other applicable jurisdiction (“Certificated Securities”), when stock certificates representing such Pledged Stock (which, in the case of a certificated securities in registered form, are indorsed to the Administrative Agent or in blank by an effective indorsement) are delivered to the Administrative Agent (together with a properly completed and signed stock power or endorsement)Agent, and in the case of the other Collateral in which a security interest can be perfected under the relevant UCC by filing a UCC financing statement and constituting personal property described in the Guarantee and Collateral Agreement, when financing statements and other filings specified on Schedule 5.18 4.19(a) to the Disclosure Letter in appropriate form are filed in the offices specified on Schedule 5.184.19(a) to the Disclosure Letter, the Guarantee and Collateral Agreement Administrative Agent, for the benefit of the Secured Parties, shall constitute have a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral and the proceeds thereof, as security for the Obligations (as defined in Obligations, to the Guarantee and Collateral Agreement)extent a security interest may be perfected by such filings, in each case prior and superior in right to any other Person (except, in the case of Collateral other than Pledged Stock, Liens permitted by subsection 8.3 andSection 7.3). As of the Closing Date, in none of the case of Collateral consisting of Pledged Stock, inchoate Liens arising by operation of law)Loan Parties that is a limited liability company or partnership has any Capital Stock that is a Certificated Security. (b) Each of the Mortgages delivered after the Closing Date will be, upon proper filing is execution, effective to create in favor of the Administrative Agent, for the benefit of the Secured Parties, a legal, valid and enforceable Lien on the Mortgaged Properties described therein and proceeds thereof except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, or similar laws affecting creditors’ rights generally and by general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law)thereof, and when the Mortgages are filed in the appropriate recording officesoffices for the applicable jurisdictions in which the Mortgaged Properties are located, each such Mortgage shall constitute a valid fully perfected Lien on, and enforceable Lien with record notice to third parties on security interest in, all right, title and interest of the Loan Parties in the Mortgaged Properties and the proceeds thereof, as security for the Obligations (as defined in the relevant Mortgage), in each case prior and superior in right to any other Person (except that that the Lien created in the Mortgaged Properties may be subject to the Liens permitted by subsection 8.3)Person.

Security Documents. (a) The Guarantee and Collateral Security Agreement is effective to create creates in favor of the Administrative Agent, for the benefit of the Secured PartiesParties referred to therein, a legal, valid valid, continuing and enforceable security interest in the Collateral described therein and proceeds thereof except (as such defined in the Security Agreement), the enforceability may be limited by of which is subject to applicable bankruptcy, insolvency, reorganization, moratorium, moratorium or similar other laws affecting creditors’ rights generally and by subject to general principles of equity (equity, regardless of whether enforcement is sought considered in a proceeding in equity or at law). In The financing statements, releases and other filings are in appropriate form and have been or will be filed in the case offices specified in Schedule II of the Pledged Stock that are Securities Security Agreement. Upon such filings and/or the obtaining of “control,” (as defined in the UCC) described in the Guarantee and Collateral Agreement, when stock certificates representing such Pledged Stock are delivered to the Administrative Agent (together with will have a properly completed and signed stock power or endorsement), and in the case of the other Collateral in which a security interest can be perfected under the relevant UCC by filing a UCC financing statement and described in the Guarantee and Collateral Agreement, when financing statements and other filings specified on Schedule 5.18 in appropriate form are filed in the offices specified on Schedule 5.18, the Guarantee and Collateral Agreement shall constitute a fully perfected Lien on, and security interest in, to and under all right, title and interest of the Loan Parties grantors thereunder in all Collateral that may be perfected by filing, recording or registering a financing statement or analogous document (including without limitation the proceeds of such Collateral subject to the limitations relating to such proceeds in the UCC) or by obtaining control, under the UCC (in effect on the date this representation is made) in each case prior and superior in right to any other Person, other than Permitted Encumbrances having priority over the proceeds thereofLien of the Agent under applicable Law. (b) The Mortgages create in favor of the Agent, as security for the Obligations benefit of the Credit Parties, a legal, valid, continuing and enforceable Lien in the Mortgaged Property (as defined in the Guarantee Mortgages), the enforceability of which is subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and Collateral Agreementsubject to general principles of equity, regardless of whether considered in a proceeding in equity or at law. The Agent has a perfected Lien on, and security interest in, to and under all right, title and interest of the grantors under the Mortgages in all Mortgaged Property that may be perfected by such filing (including without limitation the proceeds of such Mortgaged Property), in each case prior and superior in right to any other Person (exceptPerson, in the case of Collateral other than Pledged Stock, Liens permitted by subsection 8.3 and, in the case of Collateral consisting of Pledged Stock, inchoate Liens arising by operation of law). (b) Each of the Mortgages upon proper filing is effective to create in favor of the Administrative Agent, for the benefit of the Secured Parties, a legal, valid and enforceable Lien on the Mortgaged Properties described therein and proceeds thereof except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, or similar laws affecting creditors’ rights generally and by general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law), and when the Mortgages are filed in the appropriate recording offices, each such Mortgage shall constitute a valid and enforceable Lien with record notice to third parties on all right, title and interest of the Loan Parties in the Mortgaged Properties and the proceeds thereof, as security for the Obligations (as defined in the relevant Mortgage), in each case prior and superior in right to any other Person (except that that the Lien created in the Mortgaged Properties may be subject to the Liens permitted by subsection 8.3)Permitted Encumbrances.

Security Documents. (a) The Guarantee and Collateral Agreement and each Foreign Pledge Agreement is effective to create in favor of the Administrative Senior Collateral Agent, for the benefit of the Secured Parties, a legal, valid and enforceable security interest in the Collateral described therein and proceeds thereof except thereof. Each Blocked Account Control Agreement is effective to create in favor of the Interim Administrative Agent, for the benefit of the "secured parties" as such enforceability may be limited by applicable bankruptcydefined in the Interim Credit Agreement, insolvencya legal, reorganization, moratorium, or similar laws affecting creditors’ rights generally valid and by general principles of equity (regardless of whether enforcement is sought enforceable security interest in a proceeding in equity or at law)the Collateral described therein and the proceeds thereof. In the case of the Pledged Stock that are Securities (as defined in the UCC) described in the Guarantee and Collateral Agreement and each Foreign Pledge Agreement, when stock certificates representing such Pledged Stock are delivered to the Administrative Senior Collateral Agent (together with a properly completed or such other actions specified in each Foreign Pledge Agreement in respect of Borrower’s UK and signed stock power or endorsement)Irish first-tier Subsidiaries are taken, and in the case of the other Collateral in which a security interest can be perfected under the relevant UCC by filing a UCC financing statement and described in the Guarantee and Collateral Agreement, Agreement (other than deposit accounts) when financing statements and other filings specified on Schedule 5.18 5.19(a) of the Disclosure Letter in appropriate form are filed in the offices specified on Schedule 5.185.19(a) of the Disclosure Letter, the Guarantee and Collateral Agreement and each such Foreign Pledge Agreement shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral and the proceeds thereof, as security for the Obligations (as defined in the Guarantee and Collateral Agreement)Senior Obligations, in each case prior and superior in right to any other Person (except, (x) in the case of the Blocked Accounts, Liens in favor of the Interim Administrative Agent and (y) in the case of Collateral other than Pledged StockStock and the Blocked Accounts, Liens permitted by subsection 8.3 and, in Section 8.3). In the case of Collateral consisting described in the Blocked Account Control Agreements, when each Blocked Account Control Agreement is executed and delivered by all parties thereto, the Interim Administrative Agent, for the benefit of Pledged Stockthe "secured parties" as defined in the Interim Credit Agreement, inchoate Liens arising shall have a fully perfected Lien on, and security interest in, all right, title and interest of the Borrower in such Collateral and the proceeds thereof, as security for the Interim Obligations (as defined in the Interim Credit Agreement), prior and superior in right to any other Person except as provided under the applicable Blocked Account Control Agreement with respect to the securities intermediary a party thereto. In the case of Collateral that consists of deposit accounts, when a Control Agreement is executed and delivered by operation all parties thereto with respect to such accounts, the Senior Collateral Agent, for the benefit of law)the Secured Parties, shall have a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral and the proceeds, prior and superior in right to any other Person except as provided under the applicable Control Agreement with respect to the securities intermediary a party thereto. (b) Each of the Mortgages upon proper filing (if any) is effective to create in favor of the Administrative Senior Collateral Agent, for the benefit of the Secured Parties, a legal, valid and enforceable Lien on the Mortgaged Properties real properties described therein and proceeds thereof except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, or similar laws affecting creditors’ rights generally and by general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law)thereof, and when the Mortgages are filed in the appropriate recording officesoffices specified therein, each such Mortgage shall constitute a valid fully perfected Lien on, and enforceable Lien with record notice to third parties on security interest in, all right, title and interest of the Loan Parties in the Mortgaged Properties real properties described therein and the proceeds thereof, as security for the Obligations (as defined in the relevant Mortgage), in each case prior and superior in right to any other Person (except that that the Lien created in the Mortgaged Properties may be subject to the Liens permitted by subsection Section 8.3).

Security Documents. (a) The Guarantee and Collateral Agreement is effective to create in favor of the Administrative Agent, for the benefit of the Secured Parties, Lender a legal, valid and enforceable security interest in the Collateral described therein and proceeds thereof thereof, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, moratorium or other similar laws relating to or affecting the enforcement of creditors’ rights generally and or by general equitable principles of equity (regardless of whether enforcement is sought in a proceeding by proceedings in equity or at law). In the case of the Pledged Stock that are Securities (as defined in the UCC) described in the Guarantee and Collateral AgreementAgreement that are securities represented by stock certificates or otherwise constituting certificated securities within the meaning of Section 8-102(a)(15) of the UCC or the corresponding code or statute of any other applicable jurisdiction (“Certificated Securities”), when stock certificates representing such Pledged Stock are delivered to the Administrative Agent (together with a properly completed and signed stock power or endorsement)Lender, and in the case of the other Collateral in which a security interest can be perfected under the relevant UCC by filing a UCC financing statement and constituting personal property described in the Guarantee and Collateral Agreement, when financing statements and other filings specified on Schedule 5.18 4.19 in appropriate form are filed in the offices specified on Schedule 5.184.19, the Guarantee and Collateral Agreement Lender shall constitute have a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral and the proceeds thereof, as security for the Obligations (as defined Obligations, in which a security interest may be perfected by filing, recording or registering a financing statement or analogous document in the Guarantee United States (or any political subdivision thereof) and Collateral Agreement)its territories and possessions pursuant to the UCC or upon the receipt and recording of an Intellectual Property Security Agreement with the USCRO or the USPTO, as applicable, in each case case, prior and superior in right to any other Person (except, in the case of Collateral other than Pledged Stock, Liens permitted by subsection 8.3 and, Section 7.2 or in the case of Collateral consisting of that is Pledged Stock, inchoate Liens arising permitted by Section 7.2 which arise by operation of law). (b) . Each of the Mortgages delivered after the Closing Date will be, upon proper filing is execution, effective to create in favor of the Administrative Agent, for the benefit of the Secured Parties, Lender a legal, valid and enforceable Lien on the Mortgaged Properties described therein and proceeds thereof except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, or similar laws affecting creditors’ rights generally and by general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law)thereof, and when the Mortgages are filed in the appropriate recording officesoffices for the applicable jurisdictions in which the Mortgaged Properties are located, each such Mortgage shall constitute a valid fully perfected Lien on, and enforceable Lien with record notice to third parties on security interest in, all right, title and interest of the Loan Parties in the Mortgaged Properties and the proceeds thereof, as security for the Obligations (as defined in the relevant Mortgage), in each case case, prior and superior in right to any other Person (except that that the Lien created in the Mortgaged Properties may be subject to the Liens permitted by subsection 8.3Section 7.2).

Security Documents. (a) The Guarantee and Collateral provisions of the OI Pledge Agreement is are effective to create in favor of the Administrative Agent, Agent for the ratable benefit of the Secured Parties, Banks a legal, valid and enforceable security interest in all right, title and interest of the pledgor in the Collateral as described therein and proceeds thereof except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, or similar laws affecting creditors’ rights generally and by general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law)therein. In the case of the Pledged Stock that are Securities (as defined in the UCC) described in the Guarantee and Collateral Agreement, when stock certificates representing such Pledged Stock are delivered to the Administrative Agent (together with a properly completed and signed stock power or endorsement), and in the case of the other Collateral in which a security interest can be perfected under the relevant UCC by filing a UCC financing statement and described in the Guarantee and Collateral Agreement, when financing statements and other filings specified on Schedule 5.18 in appropriate form are filed in the offices specified on Schedule 5.18, the Guarantee and Collateral The OI Pledge Agreement shall constitute constitutes a fully perfected Lien first lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral and the proceeds thereof, as security for the Obligations (as defined pledgor in the Guarantee and Collateral Agreement), in each case prior and superior in right to any other Person (except, in the case of Collateral other than Pledged Stock, Liens permitted by subsection 8.3 and, in the case of Collateral consisting of Pledged Stock, inchoate Liens arising by operation of law)described therein. (b) Each The provisions of the Mortgages upon proper filing is OI Security Agreement are effective to create in favor of the Administrative Agent, Agent for the ratable benefit of the Secured Parties, Banks a legal, valid and enforceable Lien on the Mortgaged Properties described therein and proceeds thereof except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, or similar laws affecting creditors’ rights generally and by general principles of equity (regardless of whether enforcement is sought security interest in a proceeding in equity or at law), and when the Mortgages are filed in the appropriate recording offices, each such Mortgage shall constitute a valid and enforceable Lien with record notice to third parties on all right, title and interest of the Loan Parties Borrower in the Mortgaged Properties and Collateral as described therein. Except where failure to file would not have a material effect on Agent's ability to realize effectively on the proceeds thereofCollateral, as a whole, OI Security Agreement constitutes a fully perfected first lien on, and security for interest in, all right, title and interest of the Obligations (as defined Borrower in the relevant Mortgage)Collateral described therein, in each case prior and superior in right to no Uniform Commercial Code financing statements have been filed by any other Person with respect to such Collateral other than as may be filed in connection with this Agreement and except as described on SCHEDULE 4.18 hereto. (except that that c) The provisions of the Lien created Subsidiary Security Agreement are effective to create in favor of the Agent for the ratable benefit of the Banks a legal, valid and enforceable security interest in all right, title and interest of such Subsidiary in the Mortgaged Properties Collateral as described therein. Except where failure to file would not have a material effect on the Agent's ability to effectively realize on the Collateral, as a whole, the Subsidiary Security Agreement constitutes a fully perfected first lien on, and security interest in, all right, title and interest of such Subsidiary in the Collateral described therein, and no Uniform Commercial Code financing statements have been filed by any other Person with respect to such Collateral other than as may be subject filed in connection with this Agreement and except as described on SCHEDULE 4.18 hereto. (d) The provisions of the Trademark Security Agreement are effective to create in favor of the Liens permitted Agent for the ratable benefit of the Banks a legal, valid and enforceable security interest in all right, title and interest of the Borrower and its Subsidiaries in the Collateral as described therein. Except where failure to file would not have a material effect on the Agent's ability to effectively realize on the Collateral, as a whole, the Trademark Security Agreement constitutes a fully perfected first lien on, and security interest in, all right, title and interest of such Subsidiary in the Collateral described therein, and no Uniform Commercial Code financing statements or filings with the United States Patent and Trademark Office have been filed by subsection 8.3)any other Person with respect to such Collateral other than as may be filed in connection with this Agreement and except as described on SCHEDULE 4.18 hereto.

Security Documents. (a) The Guarantee and Collateral Agreement is effective to create in favor of the Administrative Agent, for the benefit of the Secured PartiesLenders, a legal, valid and enforceable security interest in the Collateral described therein and proceeds thereof except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, or similar laws affecting creditors’ rights generally and by general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law)thereof. In the case of the Pledged Stock that are Securities (as defined in the UCC) described in the Guarantee and Collateral Agreement, when stock certificates representing such Pledged Stock are delivered to the Administrative Agent (together with undated stock powers, in blank, executed and delivered by a properly completed and signed stock power or endorsement)duly authorized officer of the relevant Group Member, and in the case of the other Collateral described in the Guarantee and Collateral Agreement in which a security interest can be perfected by filing under the relevant UCC by filing a UCC financing statement and described in the Guarantee and Collateral AgreementUniform Commercial Code, when financing statements and other filings specified on Schedule 5.18 4.19(a) in appropriate form are filed in the offices specified on Schedule 5.184.19(a), the Guarantee and Collateral Agreement shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral and the proceeds thereof, as security for the Obligations (as defined in the Guarantee and Collateral Agreement), in each case prior and superior in right to any other Person (except, in the case of Collateral other than Pledged Stock, Liens permitted by subsection 8.3 and, in the case of Collateral consisting of Pledged Stock, inchoate Liens arising by operation of lawSection 7.3). (b) Each of the Mortgages upon proper filing is effective to create in favor of the Administrative Agent, for the benefit of the Secured PartiesLenders, a legal, valid and enforceable Lien on the Mortgaged Properties described therein and proceeds thereof except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, or similar laws affecting creditors’ rights generally and by general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law)thereof, and when the Mortgages are filed in the appropriate recording officesoffices specified on Schedule 4.19(b), each such Mortgage shall constitute a valid fully perfected Lien on, and enforceable Lien with record notice to third parties on security interest in, all right, title and interest of the Loan Parties in the Mortgaged Properties and the proceeds thereof, as security for the Obligations (as defined in the relevant Mortgage), in each case prior and superior in right to any other Person (except that that Person. Schedule 1.1B lists, as of the Lien created Closing Date, each parcel of owned real property and each leasehold interest in real property located in the Mortgaged Properties may be subject to United States and held by the Liens permitted by subsection 8.3)Borrower or any of its Subsidiaries.

Security Documents. (a) The Guarantee and Collateral Security Agreement is effective to create in favor of the Administrative Agent, for the benefit of the Secured PartiesLenders, a legal, valid and enforceable (subject to the effect of bankruptcy, insolvency, reorganization, receivership, moratorium and other similar laws affecting creditors’ rights) security interest interests in the Collateral described therein and proceeds thereof except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, or similar laws affecting creditors’ rights generally and by general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law)thereof. In the case of the Pledged Stock that are Securities (as defined in the UCC) and described in the Guarantee and Collateral Security Agreement, when stock certificates representing such Pledged Stock are delivered to the Administrative Agent (together with a properly completed and signed stock power or endorsement)the necessary endorsements, and in the case of the other Collateral in which a security interest can be perfected under the relevant UCC by filing a UCC financing statement and described in the Guarantee and Collateral Agreementany of the Security Documents, when financing statements and other filings specified on Schedule 5.18 4.19(a) in appropriate form are filed in the offices specified on Schedule 5.184.19(a), the Guarantee and Collateral Security Agreement shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral and the proceeds thereof, as security for the their respective Obligations (as defined in the Guarantee and Security Agreement) to the extent a Lien on such Collateral Agreement)(other than the Pledged Stock) can be perfected pursuant to such financing statements and such other filings, in each case prior and superior in right to any other Person (except, in the case of Collateral other than Pledged Stock, Liens permitted by subsection 8.3 and, in the case of Collateral consisting of Pledged Stock, inchoate Liens arising by operation of lawPermitted Liens). (b) Each of the Mortgages upon proper filing is effective to create in favor of the Administrative Agent, for the benefit of the Secured PartiesLenders, a legal, valid and enforceable (subject to the effect of bankruptcy, insolvency, reorganization, receivership, moratorium and other similar laws affecting creditors’ rights) Lien on the Mortgaged Properties described therein and proceeds thereof except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, or similar laws affecting creditors’ rights generally and by general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law)thereof, and when the Mortgages are filed in the appropriate recording offices, each such Mortgage shall constitute a valid fully perfected Lien on, and enforceable Lien with record notice to third parties on security interest in, all right, title and interest of the Loan Parties in the Mortgaged Properties and the proceeds thereof, as security for the Obligations (as defined in the relevant Mortgage), in each case prior and superior in right to any other Person (except that that the Lien security interest created in such real property and the Mortgaged Properties Property may be subject to the Liens permitted by subsection 8.3Permitted Liens).

Security Documents. (a) The Guarantee and Collateral provisions of the Security Agreement is are effective to create in favor of the Administrative Collateral Agent for the benefit of the Secured Creditors a legal and valid security interest in all right, title and interest of the Credit Parties in all of the Security Agreement Collateral, and the Collateral Agent, for the benefit of the Secured PartiesCreditors, a legalhas (or upon the filing of financing statements and intellectual property filings, valid entry into of Control Agreements and enforceable security interest in the taking of possession by the Collateral described therein and proceeds thereof except as such enforceability may be limited by applicable bankruptcyAgent (or its agent, insolvencybailee or designee, reorganization, moratorium, or similar laws affecting creditors’ rights generally and by general principles of equity (regardless of whether enforcement is sought including the Collateral Agent under the Priming Term Loan Agreement in a proceeding in equity or at law). In accordance with the case ABL Intercreditor Agreement) of the Pledged Stock that are Securities (as defined in the UCC) described in the Guarantee and Security Agreement Collateral Agreement, when stock certificates representing such Pledged Stock are delivered with respect to the Administrative Agent (together with a properly completed and signed stock power or endorsement), and in the case of the other Collateral in which a security interest can may be perfected under only by possession will have) (x) a First Priority (subject to the relevant UCC by filing a UCC financing statement and described in the Guarantee and Collateral ABL Intercreditor Agreement, when financing statements and other filings specified on Schedule 5.18 in appropriate form are filed in the offices specified on Schedule 5.18, the Guarantee and Collateral Agreement shall constitute a fully ) perfected Lien on, and security interest in, in all right, title and interest in all of the Loan Parties in such Security Agreement Collateral described therein that is ABL Facility Priority Collateral and (y) a Second Priority (subject to the proceeds thereof, as ABL Intercreditor Agreement) perfected security for the Obligations (as defined interest in the Guarantee and Collateral Agreement), in each case prior and superior in right to any other Person (except, in the case of Collateral other than Pledged Stock, Liens permitted by subsection 8.3 and, in the case of Collateral consisting of Pledged Stock, inchoate Liens arising by operation of law). (b) Each of the Mortgages upon proper filing is effective to create in favor of the Administrative Agent, for the benefit of the Secured Parties, a legal, valid and enforceable Lien on the Mortgaged Properties described therein and proceeds thereof except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, or similar laws affecting creditors’ rights generally and by general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law), and when the Mortgages are filed in the appropriate recording offices, each such Mortgage shall constitute a valid and enforceable Lien with record notice to third parties on all right, title and interest in all of the Security Agreement Collateral described therein that is Term Loan Parties Priority Collateral (in each case, except for Excluded Deposit Accounts and Securities Accounts over which Control Agreements are not required pursuant to Section 5.03(b) or 10.12, or for Collateral for which possession or control is required for perfection and such possession or control is not otherwise required by the Security Agreement), subject to no other Liens other than Permitted Liens (it being understood that the Permitted Liens described in Section 10.01(d) are subject to the terms of the ABL Intercreditor Agreement and the Permitted Liens described in Section 10.01(g) are subject to the ABL Intercreditor Agreement and the Subordination Agreement, as applicable). The recordation of (a) the Grant of Security Interest in U.S. Patents and (b) the Grant of Security Interest in U.S. Trademarks in the Mortgaged Properties and respective forms attached to the proceeds thereof, as security for the Obligations (as defined in the relevant Mortgage)Security Agreement, in each case prior and superior in right to any other Person (except that that the Lien created in the Mortgaged Properties United States Patent and Trademark Office, together with filings on Form UCC-1 made pursuant to the Security Agreement, will create, as may be subject perfected by such filings and recordation, a perfected security interest in the United States trademarks and patents covered by the Security Agreement, and the recordation of the Grant of Security Interest in U.S. Copyrights in the form attached to the Liens permitted Security Agreement with the United States Copyright Office, will create, as may be perfected by subsection 8.3)such filings and recordation, a perfected security interest in the United States copyrights covered by the Security Agreement.

Security Documents. (a) The Guarantee Security Agreement and Collateral the Pledge Agreement is are each effective to create in favor of the Administrative Collateral Agent, for the benefit of the Secured Parties, a legal, valid and enforceable security interest in the Collateral described therein and proceeds thereof except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, or similar laws affecting creditors’ rights generally and by general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law)thereof. In the case of the Pledged Stock that are Securities (as defined in the UCC) described in the Guarantee and Collateral Pledge Agreement or the Security Agreement, as applicable, when stock certificates representing such Pledged Stock are delivered to the Administrative Collateral Agent (together with a properly completed and signed stock power or endorsement), the Pledge Agreement or Security Agreement, as applicable, shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of Holdings, the Borrower or the Tax Equity HoldCos, as applicable, in such Pledged Stock and the proceeds thereof, as security for the Secured Obligations (as defined in the Pledge Agreement or Security Agreement, as applicable), and in the case of the other Collateral in which a security interest can be perfected under the relevant UCC by filing a UCC financing statement and described in the Guarantee and Collateral Security Agreement, when financing statements and other filings specified on Schedule 5.18 4.28(a) in appropriate form are filed in the offices specified on Schedule 5.184.28(a), and with respect to other property that can be perfected by control, upon execution of the Depositary Agreement by each of the parties thereto, the Guarantee Security Agreement and Collateral the Pledge Agreement shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties Borrower, Holdings or Tax Equity HoldCos in such Collateral and the proceeds thereof, as security for the Secured Obligations (as defined in the Guarantee and Collateral Security Agreement or Pledge Agreement, as applicable), in each case prior and superior in right to any other Person (except, in the case of Collateral other than Pledged Stock, Permitted Liens permitted that pursuant to any applicable Governmental Rule are entitled to a higher priority than the Liens created by subsection 8.3 and, in the case of Collateral consisting of Pledged Stock, inchoate Liens arising by operation of lawSecurity Documents). (b) Each of the Mortgages upon proper filing Mortgage is effective to create in favor of the Administrative Collateral Agent, for the benefit of the Secured Parties, a legal, valid and enforceable Lien on the Mortgaged Properties Property described therein and proceeds thereof except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, or similar laws affecting creditors’ rights generally and by general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law)thereof, and when the Mortgages are each Mortgage is filed in the appropriate recording officesoffice specified on Schedule 4.28(b), each such Mortgage shall constitute a valid fully perfected Lien on, and enforceable Lien with record notice to third parties on security interest in, all right, title and interest of the Loan Parties Borrower or applicable Project Company in the Mortgaged Properties Property and the proceeds thereof, as security for the Obligations (as defined in the relevant Mortgage)Secured Obligations, in each case prior and superior in right to any other Person (except that that the Lien created in the Mortgaged Properties may be subject to the Liens permitted by subsection 8.3)Person, other than rights arising under Permitted Liens.

Security Documents. (a) The Each of the Guarantee and Collateral Security Agreement and the Parent Guarantee and Security Agreement is effective to create in favor of the Administrative Agent, for the benefit of the Secured Parties, a legal, valid valid, binding and enforceable security interest in the Collateral described therein and proceeds thereof except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, or similar laws affecting creditors’ rights generally and by general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law)products thereof. In the case of the Pledged Capital Stock described in the Guarantee and Security Agreement or and the Parent Guarantee and Security Agreement, when any stock certificates representing such Pledged Capital Stock are delivered to Agent and, in the case of Pledged Capital Stock that are Securities is a “security” (as defined in the UCC) described but is not evidenced by a certificate, when an instructions agreement, substantially in the form of Annex A to the Guarantee and Collateral Security Agreement and the Parent Guarantee and Security Agreement, when stock certificates representing such Pledged Stock are has been delivered to the Administrative Agent (together with a properly completed and signed stock power or endorsement)Agent, and in the case of the any other Collateral in which a security interest can be perfected under the relevant UCC by filing a UCC financing statement and described in the Guarantee and Collateral Security Agreement, when financing statements and other filings specified on Schedule 5.18 in appropriate form are filed in the offices specified on Schedule 5.183.21-1 (which financing statements may be filed by Agent) at any time and such other filings as are specified on Schedule 2 to the Guarantee and Security Agreement have been completed (all of which filings may be filed by Agent) at any time, the Guarantee and Collateral Security Agreement and the Parent Guarantee and Security Agreement shall constitute a fully perfected valid Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral and the proceeds and products thereof, as security for the Obligations (as defined in the Guarantee and Collateral Security Agreement and the Parent Guarantee and Security Agreement), in each case prior and superior in right to any other Person (exceptexcept Permitted Liens). Schedule 3.21-2 lists each UCC Financing Statement that (i) names any Loan Party as debtor and (ii) will remain on file after the Closing Date. Schedule 3.21-3 lists each UCC Financing Statement that (i) names any Loan Party as debtor and (ii) will be terminated on or prior to the Closing Date; and on or prior to the Closing Date, Borrower will have delivered to Agent, or caused to be filed, duly completed UCC termination statements, authorized by the relevant secured party, in the case respect of Collateral other than Pledged Stock, Liens permitted by subsection 8.3 and, in the case of Collateral consisting of Pledged Stock, inchoate Liens arising by operation of law). (b) Each of the Mortgages upon proper filing is effective to create in favor of the Administrative Agent, for the benefit of the Secured Parties, a legal, valid and enforceable Lien on the Mortgaged Properties described therein and proceeds thereof except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, or similar laws affecting creditors’ rights generally and by general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law), and when the Mortgages are filed in the appropriate recording offices, each such Mortgage shall constitute a valid and enforceable Lien with record notice to third parties on all right, title and interest of the Loan Parties in the Mortgaged Properties and the proceeds thereof, as security for the Obligations (as defined in the relevant Mortgage), in each case prior and superior in right to any other Person (except that that the Lien created in the Mortgaged Properties may be subject to the Liens permitted by subsection 8.3)UCC Financing Statement.

Security Documents. (a) The Guarantee and Collateral Agreement is effective to create in favor of the Administrative Agent, for the benefit of the Secured Parties, a legal, valid and enforceable security interest in the Collateral described therein and proceeds thereof thereof, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, or similar laws affecting creditors’ rights generally and by general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law). In the case of the Pledged Stock that are Securities (as defined in the UCC) described in the Guarantee and Collateral Agreement, when stock certificates representing such Pledged Stock are delivered to the Administrative Term Loan Security Agent (together with a properly completed and signed stock power or endorsement), and in the case of the other Collateral in which a security interest can be perfected under the relevant UCC by filing a UCC financing statement and described in the Guarantee and Collateral Agreement, when financing statements and other filings specified on Schedule 5.18 in appropriate form are filed in the offices specified on Schedule 5.18, the Guarantee and Collateral Agreement shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral and the proceeds thereof, as security for the Obligations (as defined in the Guarantee and Collateral Agreement), in each case case, prior and superior in right to any other Person (except, in the case of Collateral other than Pledged Stock, Liens permitted by subsection Section 8.3 and, in the case of Collateral consisting of Pledged Stock, inchoate Liens permitted by Section 8.3(a) and/or arising by operation of law). ) (subject to the terms of the ABL/Term Loan Intercreditor Agreement and the Liens granted under the Term Loan Documents. (b) Each of the Mortgages upon proper filing is effective to create in favor of the Administrative Agent, for the benefit of the Secured Parties, a legal, valid and enforceable Lien on the Mortgaged Properties described therein and proceeds thereof except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, or similar laws affecting creditors’ rights generally and by general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law), and when the Mortgages are filed in the appropriate recording offices, each such Mortgage shall constitute a valid and enforceable Lien with record notice to third parties on all right, title and interest of the Loan Parties in the Mortgaged Properties and the proceeds thereof, as security for the Obligations (as defined in the relevant Mortgage), in each case prior and superior in right to any other Person (except that that the Lien created in the Mortgaged Properties may be subject to the Liens permitted by subsection Section 8.3).

Security Documents. (a) The Guarantee and Collateral Agreement is effective to create in favor of the Administrative Agent, for the benefit of the Secured Parties, a legal, valid and enforceable security interest in the Collateral described therein and proceeds thereof and products thereof, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, moratorium or similar laws affecting the enforcement of creditors’ rights generally and by general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law)generally. In the case of the Pledged Stock that are Securities (as defined in the UCC) described in the Guarantee and Collateral Agreement, when stock certificates representing such Pledged Stock are delivered to the Administrative Agent (together with a properly completed and signed stock power or endorsement)Agent, and in the case of the other Collateral in which a security interest can be perfected under the relevant UCC by filing a UCC financing statement and described in the Guarantee and Collateral Agreement, to the extent provided therein, when financing statements and statements, other filings specified on Schedule 5.18 4 to the Guarantee and Collateral Agreement in appropriate form are filed in the offices specified on Schedule 5.184 to the Guarantee and Collateral Agreement and the other actions described in Section 4.3 of the Guarantee and Collateral Agreement are completed, the Guarantee and Collateral Agreement shall constitute be effective to create a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral and the proceeds thereof, as security for the Obligations (as defined in the Guarantee and Collateral Agreement), in each case (to the extent provided therein) prior and superior in right to any other Person (except, in the case of Collateral other than Pledged Stock, Liens permitted by subsection 8.3 and, in the case of Collateral consisting of Pledged Stock, inchoate Liens arising by operation of lawexcept for Permitted Liens).; (b) Each of the Mortgages upon proper filing is effective to create in favor of the Administrative Agent, for the benefit of the Secured Parties, a legal, valid and enforceable Lien on the Mortgaged Properties described therein and proceeds thereof and products thereof, and when the Mortgages are filed in the offices specified therein, each such Mortgage shall constitute, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, moratorium or similar laws affecting the enforcement of creditors’ rights generally and by general principles of equity generally, (regardless of whether enforcement is sought in to the extent provided therein) a proceeding in equity or at law)perfected Lien on, and when the Mortgages are filed in the appropriate recording officessecurity interest in, each such Mortgage shall constitute a valid and enforceable Lien with record notice to third parties on all right, title and interest of the Loan Parties in the Mortgaged Properties and the proceeds thereof, as security for the Obligations (as defined in the relevant Mortgage), in each case (except as expressly set forth therein) prior and superior in right to any other Person (except that that for Permitted Liens). Schedule 1.1 lists, as of the Lien created Original Closing Date, each parcel of owned real property located in the Mortgaged Properties United States and held by the Borrower or any of its then existing Subsidiaries that has a value, in the opinion of the Borrower, in excess of $1,500,000. (c) When delivered and at all times thereafter, each Intellectual Property Security Agreement is effective to create in favor of the Administrative Agent, for the benefit of the Secured Parties, a legal, valid and enforceable security interest in the Intellectual Property Collateral described therein and the proceeds and products thereof, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally. Upon the filing of (i) each Intellectual Property Security Agreement in the appropriate indexes of the United States Patent and Trademark Office (the “PTO”) relative to United States patents and United States trademarks, and the United States Copyright Office relative to United States copyrights, if any, and the taking of appropriate actions with respect to Intellectual Property which is the subject of a registration or application outside the United States under applicable local laws, together with provision for payment of all requisite fees, and (ii) financing statements in appropriate form for filing in the offices specified on Schedule 4 of the Guarantee and Collateral Agreement, each Intellectual Property Security Agreement shall constitute (to the Liens permitted extent provided in the Guarantee and Collateral Agreement) a perfected Lien on, and security interests in, all right, title and interest of the Loan Parties in such Intellectual Property Collateral and the proceeds and products thereof, as security for the Obligations (as defined in the Guarantee and Collateral Agreement), in each case (except as expressly set forth therein) prior and superior in right to any other Person (except for Permitted Liens); provided that subsequent filings in the PTO and United States Copyright Office and actions under foreign law may be necessary with respect to registrations for Intellectual Property acquired by subsection 8.3)any Loan Party after the date hereof.

Security Documents. (a) The Guarantee and Collateral Agreement is effective to create in favor of the Administrative Agent, for the benefit of the Secured Parties, a legal, valid and enforceable security interest in the Collateral described therein and proceeds thereof and products thereof, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, moratorium or similar laws affecting the enforcement of creditors’ rights generally and by general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law)generally. In the case of the Pledged Stock that are Securities (as defined in the UCC) described in the Guarantee and Collateral Agreement, when stock certificates representing such Pledged Stock are delivered to the Administrative Agent (together with a properly completed and signed stock power or endorsement)Agent, and in the case of the other Collateral in which a security interest can be perfected under the relevant UCC by filing a UCC financing statement and described in the Guarantee and Collateral Agreement, to the extent provided therein, when financing statements and other filings specified on Schedule 5.18 in appropriate form are filed in the appropriate filing offices specified on Schedule 5.18and the other actions described in Section 4.3 of the Guarantee and Collateral Agreement are completed, the Guarantee and Collateral Agreement shall constitute be effective to create a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral and the proceeds thereof, as security for the Obligations (as defined in the Guarantee and Collateral Agreement), in each case (to the extent provided therein) prior and superior in right to any other Person (except, in the case of Collateral other than Pledged Stock, Liens permitted by subsection 8.3 and, in the case of Collateral consisting of Pledged Stock, inchoate Liens arising by operation of lawexcept for Permitted Liens).; (b) Each Upon execution thereof, each of the Mortgages upon proper filing is shall be effective to create in favor of the Administrative Agent, for the benefit of the Secured Parties, a legal, valid and enforceable Lien on the Mortgaged Properties described therein and proceeds thereof and products thereof, and when the Mortgages are appropriately filed or recorded and indexed in the appropriate offices as may be required under applicable Requirements of Law (to the extent required hereunder and thereunder), together with payment of appropriate filing or recording fees and applicable taxes, if any, in the offices specified therein, each such Mortgage shall constitute, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, moratorium or similar laws affecting the enforcement of creditors’ rights generally and by general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at lawto the extent provided therein), a perfected Lien on, and when the Mortgages are filed in the appropriate recording officessecurity interest in, each such Mortgage shall constitute a valid and enforceable Lien with record notice to third parties on all right, title and interest of the Loan Parties in the Mortgaged Properties and the proceeds thereof, as security for the Obligations (as defined in the relevant Mortgage), in each case (except as expressly set forth therein) prior and superior in right to any other Person (except that that for Permitted Liens). Schedule 1.1(a) lists, as of the Lien created Closing Date, each parcel of owned real property located in the Mortgaged Properties may be subject to United States and held by the Liens permitted by subsection 8.3)Borrower or any other Loan Party that has a value, in the reasonable opinion of the Borrower, in excess of $6,000,000.

Security Documents. (a) The Guarantee and Collateral Agreement is effective to create in favor of the Administrative Agent, for the benefit of the Secured PartiesLenders, a legal, valid and enforceable security interest in the Collateral described therein and proceeds thereof except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, or similar laws affecting creditors’ rights generally and by general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law)thereof. In the case of the Pledged Stock that are Securities (as defined in the UCC) described in the Guarantee and Collateral Agreement, when stock certificates and related stock powers representing such Pledged Stock are delivered to the Administrative Agent (together with a properly completed and signed so long as the Administrative Agent retains possession of such certificates and stock power or endorsementpowers in the State of New York), and in the case of the other Collateral in which a security interest can be perfected under the relevant UCC by filing a UCC financing statement and described in the Guarantee and Collateral Agreement, when financing statements and other filings specified on Schedule 5.18 3(a) to the Guarantee and Collateral Agreement in appropriate form are filed in the offices specified on Schedule 5.183(a) to the Guarantee and Collateral Agreement, to the extent that a security interest therein can be perfected by the filing of a financing statement or by the other filings described in Schedule 3(a) to the Guarantee and Collateral Agreement, the Guarantee and Collateral Agreement shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral and the proceeds thereof, as security for the Obligations (as defined in the Guarantee and Collateral Agreement), in each case prior and superior in right to any other Person (except, in the case of Collateral other than Pledged Stock, Liens permitted by subsection 8.3 and, in the case of Collateral consisting of Pledged Stock, inchoate Liens arising by operation of lawSection 8.3). (b) Each of the Mortgages upon proper filing is effective to create in favor of the Administrative Agent, for the benefit of the Secured PartiesLenders, a legal, valid and enforceable Lien on the Mortgaged Properties described therein and proceeds thereof except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, or similar laws affecting creditors’ rights generally and by general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law)thereof, and when the Mortgages are filed in the appropriate recording officesoffices specified on Schedule 3(b) to the Guarantee and Collateral Agreement, each such Mortgage shall constitute a valid fully perfected Lien on, and enforceable Lien with record notice to third parties on security interest in, all right, title and interest of the Loan Parties in the Mortgaged Properties and the proceeds thereof, as security for the Obligations (as defined in the relevant Mortgage), in each case prior and superior in right to any other Person (except that that the Lien created as reflected in the Mortgaged Properties may be subject exceptions to the title policies delivered pursuant to Section 6.1(m or Section 7.10(b)). Schedule 1.1B lists each parcel of real property in the United States owned in fee simple by Holdings or any of its Subsidiaries as of the Closing Date. (c) Each of the UK Guarantee and Debenture and the UK Share Agreement are effective to create in favor of the Administrative Agent, for the benefit of the Lenders, a legal, valid and enforceable security interest in the Collateral described therein and proceeds thereof. Upon completion of (i) any registration required by Section 395 of the Companies Act in England or, in respect of any real estate mortgages, H.M. Land Registry and (ii) the perfection requirements specified in the UK Guarantee and Debenture, the UK Guarantee and Debenture and the UK Share Agreement shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the relevant Loan Parties in such Collateral and the proceeds thereof, as security for the Obligations (as defined therein), in each case prior and superior in right to any other Person (except, in the case of Collateral other than Pledged Stock, Liens permitted by subsection Section 8.3).

Security Documents. (a) The Guarantee and Collateral Agreement is effective Subject to Section 5 of Amendment No. 89, the Security Documents create in favor of the Administrative Collateral Agent, for the benefit of the Collateral Agent and the other Secured Parties, a legal, valid and enforceable security interest or mortgage interests in the Collateral described therein and proceeds thereof except as such enforceability may be limited by (subject to (a) applicable bankruptcy, insolvency, reorganization, moratorium, moratorium or similar other laws affecting creditors’ rights generally and by subject to general principles of equity (equity, regardless of whether enforcement is sought considered in a proceeding in equity or at law). In , (b) any filings and registrations required under Applicable Law to perfect the case Liens on the Collateral granted by the Loan Parties in favor of the Pledged Stock that are Securities Collateral Agent for the benefit of the Secured Parties (as defined in the UCC) described in the Guarantee and Collateral Agreement, when stock certificates representing such Pledged Stock are delivered which filings or recordings shall be made to the Administrative Agent extent required by any Security Document) and (together c) with a properly completed respect to enforceability against Foreign Subsidiaries or under non-U.S. laws, the effect of non-U.S. laws, rules and signed stock power or endorsementregulations as they relate to pledges, if any, of Capital Stock in Foreign Subsidiaries and intercompany Indebtedness owed by Foreign Subsidiaries), and the Security Documents constitute, or will upon the filing of financing statements or other instruments within the time periods prescribed under Applicable Law and/or the obtaining of “control,” in each case with respect to the case relevant Collateral as required under the applicable Uniform Commercial Code or similar legislation of any jurisdiction, to the other extent security interests in such Collateral in which a security interest can be perfected under the relevant UCC by filing a UCC financing statement and described in the Guarantee and Collateral Agreement, when financing statements and other such filings specified on Schedule 5.18 in appropriate form are filed in the offices specified on Schedule 5.18or control, the Guarantee and Collateral Agreement shall constitute creation of a fully perfected and enforceable (subject to (a) applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law and (b) with respect to enforceability against Foreign Subsidiaries or under non-U.S. laws, the effect of non-U.S. laws, rules and regulations as they relate to pledges, if any, of Capital Stock in Foreign Subsidiaries and intercompany Indebtedness owed by Foreign Subsidiaries) first priority Lien on, and security interest in, all right, title and interest of the Loan Parties thereunder in such Collateral and (to the proceeds thereof, as security for extent required under the Obligations (as defined in the Guarantee and Collateral AgreementSecurity Documents), in each case prior and superior in right to any other Person Person, except for Permitted Encumbrances (except, in the case of Collateral other than Pledged Stock, Liens permitted by subsection 8.3 and, in the case of Collateral consisting of Pledged Stock, inchoate Liens arising x) having priority by operation of law). Applicable Law on all Term Priority Collateral, (by) Each of the Mortgages upon proper filing is effective to create in favor of the Administrative Agent, for agent under the benefit of the ABL Facility on any Revolver Priority Collateral or (z) Qualifying Secured Parties, a legal, valid and enforceable Lien on the Mortgaged Properties described therein and proceeds thereof except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, or similar laws affecting creditors’ rights generally and by general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law), and when the Mortgages are filed in the appropriate recording offices, each such Mortgage shall constitute a valid and enforceable Lien Debt ranking pari passu with record notice to third parties on all right, title and interest of the Loan Parties in the Mortgaged Properties and the proceeds thereof, as security for the Obligations (as defined in the relevant Mortgage), in each case prior and superior in right to any other Person (except that that the Lien created in the Mortgaged Properties may be subject to the Liens permitted by subsection 8.3)securing the Obligations.

Security Documents. (a) The Guarantee and Collateral Agreement is effective to create in favor of the Administrative Collateral Agent, for the benefit of the Secured Parties, a legal, valid and enforceable security interest in the Collateral described therein (other than Excluded Collateral) of a type in which a security interest can be created under Article 9 of the UCC (including any proceeds of any such item of Collateral). The Canadian Collateral Agreement is effective to create in favor of the Collateral Agent, for the benefit of the Secured Parties, a legal, valid and enforceable security interest in the Collateral described therein (other than Excluded Collateral) of a type in which a security interest can be created under the PPSA (including any proceeds of any such item of Collateral). In the case of (i) the Pledged Securities described in the Guarantee and Collateral Agreement and the Canadian Collateral Agreement (in each case, other than Excluded Collateral), when any stock certificates or notes, as applicable, representing such Pledged Securities are delivered to the Collateral Agent (or, in the case of Pledged Securities that are Term Facility First Priority Collateral, the Designated Term Loan Agent) together with any proper indorsements executed in blank and such other actions have been taken with respect to the Pledged Securities of Foreign Subsidiaries as are required under the applicable law of the jurisdiction of organization of the applicable Foreign Subsidiary (it being understood that no such actions under applicable law of the jurisdiction of organization of the applicable Foreign Subsidiary shall be required by any Loan Document) and (ii) the other Collateral described in the Guarantee and Collateral Agreement and the Canadian Collateral Agreement (in each case, other than Excluded Collateral), when financing statements in appropriate form are filed in the offices specified on Schedule 4.17 (or, in the case of other Collateral not in existence on the Amendment No. 8 Effective Date, such other offices as may be appropriate) (which financing statements have been duly completed and executed (as applicable) and delivered to the Collateral Agent) and such other filings as are specified on Schedule 4.17 are made (or, in the case of other Collateral not in existence on the Amendment No. 8 Effective Date, such other filings as may be appropriate), the Collateral Agent shall have a fully perfected first priority Lien (or, with respect to the Term Facility First Priority Collateral, a fully perfected second priority Lien) on, and security interest in, all right, title and interest of the Loan Parties in such Collateral (including any proceeds of any item of Collateral) (to the extent a security interest in such Collateral can be perfected through the filing of such documents and financing statements in the offices specified on Schedule 4.17 (or, in the case of other Collateral not in existence on the Amendment No. 8 Effective Date, such other offices as may be appropriate) and the other filings specified on Schedule 4.17 (or, in the case of other Collateral not in existence on the Amendment No. 8 Effective Date, such other filings as may be appropriate), and through the delivery of the Pledged Securities required to be delivered on the Amendment No. 8 Effective Date), as security for the Secured Obligations, in each case prior in right to the Lien of any other Person (except (i) in the case of Collateral other than Pledged Securities that comprise stock of wholly-owned Subsidiaries, Liens permitted by Section 7.3 and (ii) Liens having priority by operation of law) to the extent required by the Guarantee and Collateral Agreement or the Canadian Collateral Agreement, as applicable. (b) Upon the execution and delivery of any Mortgage to be executed and delivered pursuant to Section 6.8(b), such Mortgage shall be effective to create in favor of the Collateral Agent for the benefit of the Secured Parties a legal, valid and enforceable Lien on the Mortgaged Property described therein and proceeds thereof thereof, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, moratorium or similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles of equity (regardless of whether enforcement is sought in a proceeding by proceedings in equity or at law). In ) and the case implied covenants of the Pledged Stock that are Securities (as defined in the UCC) described in the Guarantee good faith and Collateral Agreement, fair dealing; and when stock certificates representing such Pledged Stock are delivered to the Administrative Agent (together with a properly completed and signed stock power or endorsement), and in the case of the other Collateral in which a security interest can be perfected under the relevant UCC by filing a UCC financing statement and described in the Guarantee and Collateral Agreement, when financing statements and other filings specified on Schedule 5.18 in appropriate form are Mortgage is filed in the offices specified on Schedule 5.18recording office designated by the Borrower and all relevant mortgage taxes and recording charges are duly paid, the Guarantee and Collateral Agreement such Mortgage shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the applicable Loan Parties Party in such Collateral and the proceeds thereof, as security for the Obligations (as defined in the Guarantee and Collateral Agreement), in each case prior and superior in right to any other Person (except, in the case of Collateral other than Pledged Stock, Liens permitted by subsection 8.3 and, in the case of Collateral consisting of Pledged Stock, inchoate Liens arising by operation of law). (b) Each of the Mortgages upon proper filing is effective to create in favor of the Administrative Agent, for the benefit of the Secured Parties, a legal, valid and enforceable Lien on the Mortgaged Properties described therein and proceeds thereof except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, or similar laws affecting creditors’ rights generally and by general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law), and when the Mortgages are filed in the appropriate recording offices, each such Mortgage shall constitute a valid and enforceable Lien with record notice to third parties on all right, title and interest of the Loan Parties in the Mortgaged Properties Property and the proceeds thereof, as security for the Obligations (as defined in the relevant Mortgage), in each case prior subject only to Liens permitted by Section 7.3 or other encumbrances or rights permitted by the relevant Mortgage. (c) Each Security Document to which a Non-US Guarantor is a party is effective to create in favor of the Collateral Agent, for the benefit of the Secured Parties, a legal, valid and superior in right to any other Person (except that that the Lien created enforceable security interest in the Mortgaged Properties may be Collateral described therein (other than Excluded Collateral) subject to the Liens permitted by subsection 8.3)limitations set forth in such Security Document.

Security Documents. (a) The Guarantee and Collateral Agreement ------------------ is effective to create in favor of the Administrative Agent, for the benefit of the Secured PartiesLenders, a legal, valid and enforceable security interest in the Collateral described therein and proceeds thereof except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, or similar laws affecting creditors’ rights generally and by general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law)thereof. In the case of the Pledged Stock that are Securities (as defined in the UCC) described in the Guarantee and Collateral Agreement, when stock certificates representing such Pledged Stock are having been delivered to the Administrative Agent (together with a properly completed and signed stock power or endorsement)Agent, and in the case of the other Collateral in which a security interest can be perfected under the relevant UCC by filing a UCC financing statement and described in the Guarantee and Collateral Agreement, when financing statements and other filings specified on Schedule 5.18 in appropriate form are having been filed in the offices specified on Schedule 5.184.19(a) and such other filings as are specified on Schedule 3 to the Guarantee and Collateral Agreement having been duly completed, the Guarantee and Collateral Agreement shall constitute constitutes a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral and the proceeds thereof, as security for the Obligations (as defined in the Guarantee and Collateral Agreement), in each case prior and superior in right to any other Person (except, in the case of Collateral other than Pledged Stock, Liens permitted by subsection 8.3 andSection 7.3). Notwithstanding the foregoing, it is understood that UCC-1 financing statements are not being filed in respect of equipment in locations where the case value of Collateral consisting such equipment is less than $5000 or in local jurisdictions requiring dual filings, and that fixture filings are not being made in respect of Pledged Stock, inchoate Liens arising by operation of law)Tower locations which are not Mortgaged Properties. (b) Each of the Mortgages upon proper filing is executed and delivered on or prior to the Second Amendment and Restatement Effective Date is, and each of the Mortgages executed and delivered after the Second Amendment and Restatement Effective Date will be when so executed and delivered, effective to create in favor of the Administrative Agent, for the benefit of the Secured PartiesLenders, a legal, valid and enforceable Lien on the Mortgaged Properties described therein and proceeds thereof except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, or similar laws affecting creditors’ rights generally and by general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law)thereof, and when the such Mortgages are filed recorded in the appropriate recording officesoffice, each such Mortgage shall constitute a valid fully perfected Lien on, and enforceable Lien with record notice to third parties on security interest in, all right, title and interest of the Loan Parties in the Mortgaged Properties and the proceeds thereof, as security for the Obligations (as defined in the relevant Mortgage), in each case prior and superior in right to any other Person (except that that the Lien created in the Mortgaged Properties may be subject to the Liens permitted by subsection 8.3)Person.

Security Documents. (a) The US Guarantee and Collateral Agreement and each other US Security Document (other than any Mortgages) executed and delivered by a Loan Party is effective to create in favor of the Administrative Agent, for the benefit of the Secured Parties, a legal, valid valid, binding and enforceable security interest in the Collateral described therein and proceeds thereof therein, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, or similar laws affecting creditors’ rights generally Debtor Relief Laws and by general equitable principles of equity (regardless of whether enforcement is sought in a proceeding by proceedings in equity or at law). In Subject to the terms of Section 5.9(d) and the delivery requirements of the Intercreditor Agreement and any other applicable intercreditor arrangements and except as otherwise provided under applicable Requirements of Law (including the UCC), in the case of (i) the Pledged Capital Stock that are Securities (as defined in the UCC) described in the US Guarantee and Collateral Agreement, when any stock certificates representing such Pledged Capital Stock (and constituting “certificated securities” within the meaning of the UCC) are delivered to the Administrative Agent Agent, (together ii) Collateral with a properly completed and signed stock power or endorsement), and in the case of the other Collateral in respect to which a security interest can may be perfected under only by possession or control, upon the relevant UCC taking of possession or control by filing a UCC financing statement the Administrative Agent of such Collateral, and (iii) the other personal property Collateral described in the Guarantee and Collateral AgreementSecurity Documents, when financing statements and other filings specified on Schedule 5.18 in appropriate form are filed in the offices appropriate filing offices, appropriate assignments or notices are filed in each applicable IP Office and such other filings as are specified on Schedule 5.18by the US Guarantee and Collateral Agreement have been completed, the Lien on the Collateral created by the US Guarantee and Collateral Agreement shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral and the proceeds thereofCollateral, as security for the Obligations (as defined in the Guarantee and Collateral Agreement)Obligations, in each case prior and superior in right to the Liens of any other Person (except, in the case of Collateral other than Pledged Stock, Liens permitted by subsection 8.3 and, in the case of Collateral consisting of Pledged Stock, inchoate Liens arising by operation of lawexcept Permitted Liens). (b) Each of the Mortgages upon proper filing executed and delivered by a Loan Party is effective to create in favor of the Administrative Agent, for the benefit of the Secured Parties, a legal, valid valid, binding and enforceable Lien on the Mortgaged Properties described therein and proceeds thereof except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, or similar laws affecting creditors’ rights generally and by general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law), therein; and when the Mortgages are filed or recorded in the appropriate recording officesoffices designated by Holdings, each such Mortgage shall constitute a valid fully perfected Lien on, and enforceable Lien with record notice to third parties on security interest in, all right, title and interest of the Loan Parties in the Mortgaged Properties and the proceeds thereofdescribed therein, as security for the Obligations (as defined in the relevant Mortgage), in each case prior and superior in right to any other Person (other than Persons holding Liens or other encumbrances or rights permitted by the relevant Mortgage or the Loan Documents, including Permitted Liens). (c) Each of the Canadian Security Documents (other than any Mortgages) executed and delivered by a Loan Party is effective to create in favor of the Administrative Agent, for the benefit of the Secured Parties, a legal, valid, binding and enforceable security interest in the Collateral described therein, except that that as enforceability may be limited by applicable Debtor Relief Laws and by general equitable principles (whether enforcement is sought by proceedings in equity or at law). Subject to the terms of Section 5.9(d) and except as otherwise provided under applicable Requirements of Law (including the PPSA), when financing statements or equivalent materials in appropriate form are filed in the appropriate filing offices, the Lien on the Collateral created by each of the Canadian Security Documents shall constitute a fully perfected or opposable Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral, as security for the Mortgaged Properties may be subject Obligations of such Loan Parties, in each case prior to the Liens permitted by subsection 8.3of any other Person (except Permitted Liens).

Security Documents. (a) The Guarantee and Collateral Agreement is effective to create in favor of the Administrative Collateral Agent, for the benefit of the Secured Parties, a legal, valid and enforceable security interest in the Collateral described therein and proceeds thereof except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, or similar laws affecting creditors’ rights generally and by general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law)thereof. In the case of the Pledged Stock that are Securities and Pledged Notes (as defined in the UCCGuarantee and Collateral Agreement) described in the Guarantee and Collateral Agreement, when stock certificates representing such Pledged Stock and Pledged Notes are delivered to the Administrative Agent (together with a properly completed and signed stock power or endorsement)Collateral Agent, and in the case of the other Collateral in which a security interest can be perfected under the relevant UCC by filing a UCC financing statement and described in the Guarantee and Collateral Agreement (other than the Intellectual Property, as defined in the Guarantee and Collateral Agreement), when financing statements and other filings specified on Schedule 5.18 in appropriate form are filed in the offices specified on Schedule 5.183.17 (as updated by the Borrower from time to time in accordance with Section 5.03), the Guarantee and Collateral Agreement shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the RHDI Loan Parties in such Collateral and the proceeds thereof, as security for the Obligations to the extent perfection can be obtained by filing Uniform Commercial Code financing statements, or in the case of Pledged Stock and Pledged Notes, by possession or control, in each case prior and superior in right to any other Person (except, in the case of Collateral other than Pledged Stock and Pledged Notes, Liens permitted by Section 6.02(a)). (b) When the Guarantee and Collateral Agreement or a summary thereof is properly filed in the United States Patent and Trademark Office and the United States Copyright Office, and, with respect to Collateral in which a security interest cannot be perfected by such filings, upon the proper filing of the financing statements referred to in paragraph (a) above, the Guarantee and Collateral Agreement and such financing statements shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the grantors thereunder in the Intellectual Property (as defined in the Guarantee and Collateral Agreement), in each case prior and superior in right to any other Person (except, it being understood that subsequent recordings in the case of Collateral other than Pledged StockUnited States Patent and Trademark Office and the United States Copyright Office may be necessary to perfect a lien on registered trademarks and patents, Liens permitted trademark and patent applications and registered copyrights acquired by subsection 8.3 and, in the case of Collateral consisting of Pledged Stock, inchoate Liens arising by operation of lawgrantors after the date hereof). (bc) Each The Mortgages, if any, entered into on or prior to the Closing Date (when amended by the mortgage amendment referred to in clause (g)(1) of the Mortgages upon proper filing is Collateral and Guarantee Requirement (the “Mortgage Amendments”)), or after the Closing Date pursuant to Section 5.12, are or when entered shall be effective to create in favor of the Administrative Collateral Agent, for the ratable benefit of the Secured Parties, a legal, valid and enforceable Lien on all of the RHDI Loan Parties’ right, title and interest in and to the Mortgaged Properties described therein Property thereunder and the proceeds thereof except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, or similar laws affecting creditors’ rights generally and by general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law)thereof, and when the such Mortgages are filed in the appropriate recording proper real estate filing offices, each such Mortgage Mortgages shall constitute a valid fully perfected Lien on, and enforceable Lien with record notice to third parties on security interest in, all right, title and interest of the RHDI Loan Parties in the such Mortgaged Properties Property and the proceeds thereof, as security for the Obligations (as defined in the relevant Mortgage), in each case prior and superior in right to any other Person (except that that the Lien created in the Mortgaged Properties may be subject Person, other than with respect to the rights of Person pursuant to Liens expressly permitted by subsection 8.3Section 6.02(a).

Security Documents. (a) The Guarantee and Collateral Agreement is effective to Agreement, upon execution and delivery thereof by the parties thereto, will create in favor of the Administrative Collateral Agent, for the ratable benefit of the Secured Parties, a legal, valid and enforceable security interest in the Collateral described therein and proceeds thereof except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, or similar laws affecting creditors’ rights generally and by general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law). In the case of the Pledged Stock that are Securities (as defined in the UCC) described in the Guarantee and Collateral Agreement, ) and the proceeds thereof and (i) when stock certificates representing such the Pledged Stock are delivered to the Administrative Agent Collateral (together with a properly completed and signed stock power or endorsement), and in the case of the other Collateral in which a security interest can be perfected under the relevant UCC by filing a UCC financing statement and described as defined in the Guarantee and Collateral Agreement) is delivered to the Collateral Agent (or its bailee pursuant to the provisions of the ABL Intercreditor Agreement and/or the Pari Passu Intercreditor Agreement), the Lien created under Guarantee and Collateral Agreement shall constitute a fully perfected first priority Lien on, and security interest in, all right, title and interest of the Loan Parties in such Pledged Collateral, in each case prior and superior in right to any other person (other than the “Secured Parties” as defined in the Revolving Credit Agreement and the Pari Passu Intercreditor Agreement, as applicable, whose relative rights in the Collateral are set forth in the ABL Intercreditor Agreement and the Pari Passu Intercreditor Agreement, as applicable, and other holders of Permitted Pari Passu Collateral Liens whose relative rights in the Collateral are set forth in the applicable Intercreditor Agreement), and (ii) when financing statements and other filings specified on Schedule 5.18 in appropriate form are filed in the offices specified on Schedule 5.18in the Perfection Certificate, the Lien created under the Guarantee and Collateral Agreement will constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties party to the Guarantee and Collateral Agreement in such Collateral to the extent perfection can be obtained by filing Uniform Commercial Code financing statements (other than Patents, Trademarks and Copyrights described in Section 3.19(b)), in each case prior and superior in right to any other person, other than (x) the “Secured Parties” as defined in the Revolving Credit Agreement and/or the Pari Passu Intercreditor Agreement, as applicable, whose relative rights in the Collateral are set forth in the ABL Intercreditor Agreement and/or the Pari Passu Intercreditor Agreement, as applicable, and the holders of Permitted Pari Passu Collateral Liens whose relative rights in the Collateral are set forth in the applicable Intercreditor Agreement (y) with respect to Liens permitted by Section 6.02 that by operation of law or contract have priority over the Liens securing the Obligations. (b) Upon the timely recordation of the Guarantee and Collateral Agreement (or a short-form security agreement in form and substance reasonably satisfactory to the Borrowers and the Collateral Agent) with the United States Patent and Trademark Office and the United States Copyright Office, together with the financing statements in appropriate form filed in the offices specified in the Perfection Certificate, the Lien created under the Guarantee and Collateral Agreement shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral and the proceeds thereof, as security for the Obligations (as defined in party to the Guarantee and Collateral Agreement)Agreement in the Patents, Trademarks and Copyrights owned by and registered (or subject to an application for registration) in the name of the Loan Parties, and in which a security interest may be perfected by filing in the United States and its territories and possessions, in each case prior and superior in right to any other Person (except, person other than the “Secured Parties” as defined in the case of Collateral other than Pledged StockRevolving Credit Agreement and/or the Pari Passu Intercreditor Agreement, Liens permitted by subsection 8.3 andas applicable, whose relative rights in the case Collateral are set forth in the ABL Intercreditor Agreement and/or the Pari Passu Intercreditor Agreement, as applicable, and the holders of Permitted Pari Passu Collateral consisting of Pledged StockLiens whose relative rights in the Collateral are set forth in the applicable Intercreditor Agreement (it being understood that subsequent recordings in the United States Patent and Trademark Office and the United States Copyright Office may be necessary to perfect a Lien on registered Trademarks and Patents, inchoate Liens arising by operation of lawTrademark and Patent applications and registered Copyrights and Copyright Applications). (bc) Each Upon the due execution and delivery of the Mortgage Amendments, the Mortgages upon proper filing is are effective to create in favor of the Administrative Collateral Agent, for the ratable benefit of the Secured Parties, a legal, valid and enforceable Lien on all of the Loan Parties’ right, title and interest in and to the Mortgaged Properties described therein Property thereunder and the proceeds thereof except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, or similar laws affecting creditors’ rights generally and by general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law)thereof, and when the Mortgages (or Mortgage Amendments) are recorded or filed in the appropriate recording offices, each such Mortgage shall constitute a valid and enforceable Lien with record notice to third parties on all right, title and interest of the Loan Parties in the Mortgaged Properties and the proceeds thereof, as security for the Obligations (as defined in the relevant Mortgage), in each case prior and superior in right to any other Person (except that that the Lien created in the Mortgaged Properties may be subject to the Liens permitted by subsection 8.3).offices specified on

Security Documents. (a) The Guarantee and Collateral Agreement is effective to create in favor of the Administrative Agent, for the benefit of the Secured Parties, a legal, valid and enforceable security interest in the Collateral described therein and proceeds thereof thereof, except as such enforceability enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, or similar laws affecting relating to the enforcement of creditors’ rights generally and by general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law)equitable principles. In the case of the Pledged Stock that are Securities (as defined in the UCC) described in the Guarantee and Collateral AgreementAgreement that are securities represented by stock certificates or otherwise constituting certificated securities within the meaning of Section 8-102(a)(15) of the UCC or the corresponding code or statute of any other applicable jurisdiction (“Certificated Securities”), when stock certificates representing such Pledged Stock are delivered to the Administrative Agent (together with a properly completed and signed stock transfer power or endorsement)executed in blank, and in the case of the other Collateral in which a security interest can be perfected under the relevant UCC by filing a UCC financing statement and constituting personal property described in the Guarantee and Collateral Agreement, when financing statements and other filings specified on Schedule 5.18 4.19(a) in appropriate form are filed in the offices specified on Schedule 5.184.19(a), the Guarantee and Collateral Agreement Administrative Agent, for the benefit of the Secured Parties, shall constitute have a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral and the proceeds thereof, as security for the Obligations (as defined in the Guarantee and Collateral Agreement)Obligations, in each case prior and superior in right to any other Person (except, in the case of Collateral other than Pledged Stock, Liens permitted by subsection 8.3 andSection 7.3). As of the Closing Date, in none of the case of Collateral consisting of Pledged Stock, inchoate Liens arising by operation of law)Loan Parties that is a limited liability company or partnership has any Capital Stock that is a Certificated Security. (b) Each of the Mortgages delivered after the Closing Date will be, upon proper filing is execution, effective to create in favor of the Administrative Agent, for the benefit of the Secured Parties, a legal, valid and enforceable Lien Lien, except as enforcement may be limited by bankruptcy, insolvency, or similar laws relating to the enforcement of creditors’ rights generally and by general equitable principles, on the Mortgaged Properties described therein and proceeds thereof except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, or similar laws affecting creditors’ rights generally and by general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law)thereof, and when the Mortgages are filed in the appropriate recording officesoffices for the applicable jurisdictions in which the Mortgaged Properties are located, each such Mortgage shall constitute a valid fully perfected Lien on, and enforceable Lien with record notice to third parties on security interest in, all right, title and interest of the Loan Parties in the Mortgaged Properties and the proceeds thereof, as security for the Obligations (as defined in the relevant Mortgage), in each case prior and superior in right to any other Person (except that that the Lien created in the Mortgaged Properties may be subject to the any Liens permitted by subsection 8.3Section 7.3).

Security Documents. (a) The Guarantee and Collateral Agreement is effective Subject to Section 5 of Amendment No. 9, the Security Documents create in favor of the Administrative Collateral Agent, for the benefit of the Collateral Agent and the other Secured Parties, a legal, valid and enforceable security interest or mortgage interests in the Collateral described therein and proceeds thereof except as such enforceability may be limited by (subject to (a) applicable bankruptcy, insolvency, reorganization, moratorium, moratorium or similar other laws affecting creditors’ rights generally and by subject to general principles of equity (equity, regardless of whether enforcement is sought considered in a proceeding in equity or at law). In , (b) any filings and registrations required under Applicable Law to perfect the case Liens on the Collateral granted by the Loan Parties in favor of the Pledged Stock that are Securities Collateral Agent for the benefit of the Secured Parties (as defined in the UCC) described in the Guarantee and Collateral Agreement, when stock certificates representing such Pledged Stock are delivered which filings or recordings shall be made to the Administrative Agent extent required by any Security Document) and (together c) with a properly completed respect to enforceability against Foreign Subsidiaries or under non-U.S. laws, the effect of non-U.S. laws, rules and signed stock power or endorsementregulations as they relate to pledges, if any, of Capital Stock in Foreign Subsidiaries and intercompany Indebtedness owed by Foreign Subsidiaries), and the Security Documents constitute, or will upon the filing of financing statements or other instruments within the time periods prescribed under Applicable Law and/or the obtaining of “control,” in each case with respect to the case relevant Collateral as required under the applicable Uniform Commercial Code or similar legislation of any jurisdiction, to the other extent security interests in such Collateral in which a security interest can be perfected under the relevant UCC by filing a UCC financing statement and described in the Guarantee and Collateral Agreement, when financing statements and other such filings specified on Schedule 5.18 in appropriate form are filed in the offices specified on Schedule 5.18or control, the Guarantee and Collateral Agreement shall constitute creation of a fully perfected and enforceable (subject to (a) applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law and (b) with respect to enforceability against Foreign Subsidiaries or under non-U.S. laws, the effect of non-U.S. laws, rules and regulations as they relate to pledges, if any, of Capital Stock in Foreign Subsidiaries and intercompany Indebtedness owed by Foreign Subsidiaries) first priority Lien on, and security interest in, all right, title and interest of the Loan Parties thereunder in such Collateral and (to the proceeds thereof, as security for extent required under the Obligations (as defined in the Guarantee and Collateral AgreementSecurity Documents), in each case prior and superior in right to any other Person Person, except for Permitted Encumbrances (except, in the case of Collateral other than Pledged Stock, Liens permitted by subsection 8.3 and, in the case of Collateral consisting of Pledged Stock, inchoate Liens arising x) having priority by operation of law). Applicable Law on all Term Priority Collateral, (by) Each of the Mortgages upon proper filing is effective to create in favor of the Administrative Agent, for agent under the benefit of the ABL Facility on any Revolver Priority Collateral or (z) Qualifying Secured Parties, a legal, valid and enforceable Lien on the Mortgaged Properties described therein and proceeds thereof except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, or similar laws affecting creditors’ rights generally and by general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law), and when the Mortgages are filed in the appropriate recording offices, each such Mortgage shall constitute a valid and enforceable Lien Debt ranking pari passu with record notice to third parties on all right, title and interest of the Loan Parties in the Mortgaged Properties and the proceeds thereof, as security for the Obligations (as defined in the relevant Mortgage), in each case prior and superior in right to any other Person (except that that the Lien created in the Mortgaged Properties may be subject to the Liens permitted by subsection 8.3)securing the Obligations.

Security Documents. (a) The Guarantee and Collateral Agreement is effective to create in favor of the Administrative Agent, for the benefit of the Secured PartiesLenders, a legal, valid and enforceable security interest in the Collateral described therein and proceeds thereof (except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, moratorium or similar laws affecting relating to or limiting creditors’ rights generally or by equitable principles relating to enforceability) security interest in the Collateral (other than the Mortgaged Properties) described therein and by general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law)proceeds thereof. In the case of the Pledged Stock that are Securities (as defined in the UCC) and Pledged Notes described in the Guarantee and Collateral Agreement, when stock any certificates representing such Pledged Stock or promissory notes representing Pledged Notes, as applicable, are delivered to the Administrative Agent (together with a properly completed and signed stock power or endorsement)Agent, and in the case of the other Collateral in which a security interest can be perfected under the relevant UCC by filing a UCC financing statement and described in the Guarantee and Collateral Agreement, Agreement when financing statements and other filings specified on Schedule 5.18 in appropriate form are filed in the offices specified on Schedule 5.186.19(a) (which financing statements have been duly completed and delivered to the Administrative Agent), when deposit account control agreements have been executed by the Administrative Agent, the account holder and the relevant depository institution, and such other filings or agreements as are specified on Schedule 3 to the Guarantee and Collateral Agreement, when, for Collateral consisting of registered and applied for United States patents, trademarks and copyrights, the filings described in the immediately following sentence have been made (all documentation in respect of which other filings have been or will have been duly completed and executed and delivered to the Administrative Agent on or prior to the Closing Date except as otherwise set forth on Schedule 8.10 hereto), the Guarantee and Collateral Agreement shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral and the proceeds thereof, as security for the Obligations (as defined in the Guarantee and Collateral Agreement), in each case prior and superior in right to any other Person (except, in the case of Collateral other than Pledged Stock, Liens permitted by subsection 8.3 and, in the case of Collateral consisting of Pledged Stock, inchoate Liens arising by operation of law). (b) Each of the Mortgages upon proper filing is effective to create in favor of the Administrative Agent, for the benefit of the Secured Parties, a legal, valid and enforceable Lien on the Mortgaged Properties described therein and proceeds thereof except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, or similar laws affecting creditors’ rights generally and by general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law), and when the Mortgages are filed in the appropriate recording offices, each such Mortgage shall constitute a valid and enforceable Lien with record notice to third parties on all right, title and interest of the Loan Parties in the Mortgaged Properties and the proceeds thereof, as security for the Obligations (as defined in the relevant Mortgage)Obligations, in each case prior and superior in right to any other Person (except (i) in the case of Collateral other than Pledged Stock, Permitted Liens and (ii) in the case of Collateral consisting of Pledged Stock, (x) only those Permitted Liens that that are nonconsensual or (y) Liens securing pari passu secured Refinancing Notes, pari passu secured Refinancing Term Facilities, pari passu secured Replacement Revolving Facilities, pari passu Incremental Term Facilities, pari passu secured Incremental Revolving Facilities or pari passu secured Indebtedness under Section 9.3(c)). In the case of Collateral consisting of issued, registered and applied for United States patents, trademarks or copyrights, to the extent required by applicable Federal law, filings made at the United States Patent and Trademark Office and the United States Copyright Office shall perfect the Lien and security interest created under the Guarantee and Collateral Agreement in all right, title and interest of the Loan Parties in such Collateral and the proceeds thereof (subject to the limitations and requirements set forth in the Guarantee and Collateral Agreement) as security for the Obligations , in each case prior and superior in right to any other Person (subject to Permitted Liens); provided, however, that additional filings to be made at the United States Patent and Trademark Office and the United States Copyright Office may be necessary to perfect the security interest in any Intellectual Property acquired after the date hereof. Schedule 6.19(a)-2 lists, as of the Closing Date, each UCC Financing Statement that (i) names any Loan Party as debtor and (ii) will remain on file after the Closing Date. Schedule 6.19(a)-3 lists, as of the Closing Date, each UCC Financing Statement that (i) names any Loan Party as debtor and (ii) will be terminated on or prior to the Closing Date; and on or prior to the Closing Date, the Borrower will have delivered to the Administrative Agent, or caused to be filed, duly completed UCC termination statements, authorized by the relevant secured party, in respect of each UCC Financing Statement listed in Schedule 6.19 (a) 3. Notwithstanding the foregoing, neither the Borrower nor any other Loan Party makes any representation or warranty as to the effects of perfection or non-perfection, the priority or the enforceability of any pledge of or security interest (other than with respect to those pledges and security interests (if any) made under the Laws of the jurisdiction of formation of the applicable Foreign Subsidiary) in any Capital Stock or assets of any Foreign Subsidiary, or as to the rights and remedies of the Agent or any Lender with respect thereto, under foreign law. (b) Each of the Mortgages, when filed (or which have been filed) in the offices specified on Schedule 6.19(b), will be in form sufficient to create in favor of the Administrative Agent, for the benefit of the Lenders, a legal, valid and enforceable (except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws relating to or limiting creditors’ rights generally or by equitable principles relating to enforceability) Lien on the Mortgaged Properties described therein and proceeds thereof; and shall upon due filing constitute a first priority perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in the Mortgaged Properties may be subject described therein and the proceeds thereof, as security for the Obligations, in each case prior and superior in right to any other Person (other than Persons holding Permitted Liens or other encumbrances or rights permitted hereunder or by the Liens permitted by subsection 8.3relevant Mortgage).

Security Documents. (a) The Guarantee and Collateral Agreement is provisions of each Security Document are effective to create in favor of the Administrative Agent, Agent for the ratable benefit of the Secured PartiesLenders, a legal, valid and enforceable lien or security interest in all right, title and interest of the Credit Party which is a party thereto in the Collateral described therein and proceeds thereof except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, or similar laws affecting creditors’ rights generally and by general principles of equity therein. (regardless of whether enforcement is sought in a proceeding in equity or at law). In the case of the Pledged Stock that are Securities (as defined in the UCCi) described in the Guarantee and Collateral Agreement, when stock certificates representing such Pledged Stock are delivered to the Administrative Agent (together with a properly completed and signed stock power or endorsement), and in the case of the other Collateral in which a security interest can be perfected under the relevant UCC by filing a When UCC financing statement and described in the Guarantee and Collateral Agreementstatements, when financing statements and other filings specified on Schedule 5.18 in appropriate form are assignment and/or amendments have been filed in the offices specified on Schedule 5.18in the jurisdictions listed in SCHEDULE 3 of the Collateral Disclosure List, the Guarantee Borrower Security Agreement and Collateral Agreement each Subsidiary Security Agreement, as applicable, shall constitute a fully perfected Lien first lien on, and security interest in, all right, title and interest of the Loan Parties applicable Credit Party in the Collateral described therein, which can be perfected by such Collateral and filing. (ii) When certificates representing the proceeds thereof, as security for the Obligations Pledged Stock (as such term is defined in the Guarantee and Collateral Borrower Pledge Agreement), in each case prior and superior in right ) are delivered to any other Person (except, in the case of Collateral other than Pledged Stock, Liens permitted by subsection 8.3 and, in the case of Collateral consisting of Pledged Stock, inchoate Liens arising by operation of law). (b) Each of the Mortgages upon proper filing is effective to create in favor of the Administrative Agent, for together with stock powers endorsed in blank by a duly authorized officer of Borrower, the benefit Borrower Pledge Agreement shall constitute a fully perfected first lien on, and security interest in, all right, title and interest of Borrower in the Secured Parties, a legal, valid and enforceable Lien on Collateral described therein. (iii) When certificates representing the Mortgaged Properties described therein and proceeds thereof except Pledged Stock (as such enforceability may be limited term is defined in the SSH Pledge Agreement) are delivered to the Administrative Agent, together with stock powers endorsed in blank by applicable bankruptcya duly authorized officer of SSH, insolvencythe SSH Pledge Agreement shall constitute a fully perfected first lien on, reorganizationand security interest in, moratoriumall right, title and interest of SSH in the Collateral described therein. (iv) When certificates representing the Pledged Stock (as such term is defined in the Alarmguard Holdings Pledge Agreement) are delivered to the Administrative Agent, together with stock powers endorsed in blank by a duly authorized officer of Alarmguard Holdings, the Alarmguard Holdings Pledge Agreement shall constitute a fully perfected first lien on, and security interest in, all right, title and interest of Alarmguard Holdings in the Collateral described therein. (v) When the Leasehold Mortgage, or similar laws affecting creditors’ rights generally assignments and by general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law)amendments thereto, and when the Mortgages are have been filed in the appropriate recording officesoffices and jurisdictions listed in SCHEDULE 2 of the Collateral Disclosure List, each such Leasehold Mortgage shall constitute a valid and enforceable Lien with record notice to third parties fully perfected first lien on all right, title and interest of the Loan Parties Borrower in the Mortgaged Properties and the proceeds thereofCollateral described therein. (c) Borrower does not own any properties or assets, as security for the Obligations (as defined or have any interest in the relevant Mortgage)any properties or assets, in each case prior and superior in right to any other Person (except that that the Lien created in the Mortgaged Properties may be is not subject to a fully perfected first priority lien on, or security interest in, such properties or assets in favor of the Liens permitted by subsection 8.3)Administrative Agent, other than properties or assets having an aggregate fair market value at any one time not exceeding $50,000.00.

Security Documents. (a) The Guarantee and Collateral Agreement is effective to create in favor of the Administrative Agent, for the benefit of the Secured Parties, a legal, valid and enforceable security interest in the Collateral described therein and proceeds thereof thereof, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, or similar laws affecting creditors’ rights generally and by general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law). In the case of the Pledged Stock that are Securities (as defined in the UCC) described in the Guarantee and Collateral Agreement, when stock certificates representing such Pledged Stock are delivered to the Administrative Term Loan Security Agent (together with a properly completed and signed stock power or endorsement), and in the case of the other Collateral in which a security interest can be perfected under the relevant UCC by filing a UCC financing statement and described in the Guarantee and Collateral Agreement, when financing statements and other filings specified on Schedule 5.18 in appropriate form are filed in the offices specified on Schedule 5.18, the Guarantee and Collateral Agreement shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral and the proceeds thereof, as security for the Obligations (as defined in the Guarantee and Collateral Agreement), in each case case, prior and superior in right to any other Person (except, in the case of Collateral other than Pledged Stock, Liens permitted by subsection Section 8.3 and, in the case of Collateral consisting of Pledged Stock, inchoate Liens permitted by Section 8.3(a) and/or arising by operation of law)) (subject to the terms of the ABL/Term Loan Intercreditor Agreement and the Liens granted under the Term Loan Documents. (b) Each of the Mortgages upon proper filing is effective to create in favor of the Administrative Agent, for the benefit of the Secured Parties, a legal, valid and enforceable Lien on the Mortgaged Properties described therein and proceeds thereof except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, or similar laws affecting creditors’ rights generally and by general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law), and when the Mortgages are filed in the appropriate recording offices, each such Mortgage shall constitute a valid and enforceable Lien with record notice to third parties on all right, title and interest of the Loan Parties in the Mortgaged Properties and the proceeds thereof, as security for the Obligations (as defined in the relevant Mortgage), in each case prior and superior in right to any other Person (except that that the Lien created in the Mortgaged Properties may be subject to the Liens permitted by subsection Section 8.3).

Security Documents. (a) The Master Guarantee and Collateral Agreement is effective to create in favor of the Administrative Collateral Agent, for the benefit of the Secured PartiesLenders, a legal, valid and enforceable security interest which has attached (as that term is used in Section 9-203 of the New York UCC) in the Pledged Securities and other instruments, negotiable documents, chattel paper and money described therein, to the extent that the Loan Parties to the Master Guaranty and Collateral Agreement have rights in such Collateral, and proceeds thereof and, when the Pledged Notes and the stock certificates representing the Pledged Stock described therein and proceeds thereof except as such enforceability may be limited by applicable bankruptcyother instruments, insolvencynegotiable documents, reorganization, moratorium, or similar laws affecting creditors’ rights generally chattel paper and by general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law). In the case of the Pledged Stock that are Securities (as defined in the UCC) money described in the Guarantee and Collateral Agreement, when stock certificates representing such Pledged Stock therein are delivered to the Administrative Agent (together with a properly completed and signed stock power or endorsement), and in the case of the other Collateral in which a security interest can be perfected under the relevant UCC by filing a UCC financing statement and described in the Guarantee and Collateral Agreement, when financing statements and other filings specified on Schedule 5.18 in appropriate form are filed in the offices specified on Schedule 5.18Agent, the Master Guarantee and Collateral Agreement shall constitute a fully perfected first priority Lien on, and security interest in, all right, title and interest of the relevant pledgor in such Pledged Securities and other instruments, negotiable documents, chattel paper and money and the proceeds thereof, as security for the Obligations (as defined in the Master Guarantee and Collateral Agreement), in each case prior and superior in right to any other Person, except for inchoate tax liens for obligations to be paid in the ordinary course of business. (b) The Master Guarantee and Collateral Agreement is effective to create in favor of the Collateral Agent, for the benefit of the Lenders, a security interest which has attached (as that term is used in Section 9-203 of the New York UCC) in the Collateral described therein (other than the Collateral described in Section 4.19(a)), to the extent that the Loan Parties to the Master Guarantee and Collateral Agreement have rights in such Collateral, and proceeds thereof, and when financing statements in appropriate form are properly filed (with all required filing fees being paid) in the offices specified on Schedule 4.19(b) and, with respect to vehicles included in the Collateral and covered by certificates of title issued by any State, when the security interest of the Collateral Agent has been noted on such certificate of title in accordance with the certificate of title laws of such State, the Master Guarantee and Collateral Agreement shall constitute a perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in substantially all of such Collateral and the proceeds thereof, as security for the Obligations (as defined in the Master Guarantee and Collateral Agreement), in each case prior and superior in right to any other Person (exceptPerson, in the case of Collateral other than Pledged Stock, with respect to Liens expressly permitted by subsection 8.3 and, in the case of Collateral consisting of Pledged Stock, inchoate Liens arising by operation of law)Section 7.3. (bc) Each of Mortgage, when executed and delivered by the Mortgages upon proper relevant Loan Party, and properly filed and recorded (with all required filing is effective to create and recording fees being paid) in favor of the Administrative Agent, for the benefit of the Secured Parties, a legal, valid and enforceable Lien office(s) specified on the Mortgaged Properties described therein and proceeds thereof except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, or similar laws affecting creditors’ rights generally and by general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at lawSchedule 4.19(c), and when the Mortgages are filed in the appropriate recording offices, each such Mortgage shall constitute a valid Lien on, and enforceable Lien with record notice to third parties on security interest in, all right, title and interest of the Loan Parties in the Mortgaged Properties and the proceeds thereofProperty properly described therein, as security for the Obligations (as defined in the relevant Mortgage), in each case prior and superior in right to any other Person Person, other than with respect to Liens expressly permitted by Section 7.3. (except that that d) Each Oil and Gas Mortgage, when executed and delivered by the Lien created relevant Loan Party, and properly filed and recorded (with all required filing and recording fees being paid) in the Mortgaged Properties may be subject office(s) specified on Schedule 4.19(d), shall constitute a perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in the Oil and Gas Property properly described therein, as security for the Obligations (as defined in the relevant Oil and Gas Mortgage), in each case prior and superior in right to the any other Person, other than with respect to Liens expressly permitted by subsection 8.3)Section 7.3.

Security Documents. (a) The Guarantee and Collateral Agreement is effective to create in favor of the Administrative Agent, for the benefit of the Secured Parties, a legal, valid and enforceable security interest in the Collateral described therein and proceeds thereof thereof, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, moratorium or similar laws affecting creditors’ the enforcement of creditor’s rights generally and by general equitable principles of equity (regardless of whether such enforcement is sought in a proceeding at law or in equity or at lawequity). In the case of the Pledged Stock that are Securities (as defined in the UCC) described in the Guarantee and Collateral Agreement, when stock certificates representing such Pledged Stock are delivered to the Administrative Agent (together with a properly completed and signed stock power or endorsement)the necessary endorsements, and in the case of the other Collateral in which a security interest can be perfected under the relevant UCC by filing a UCC financing statement and described in the Guarantee and Collateral AgreementAgreement (to the extent that a security interest in such other Collateral can be perfected by filing), when financing statements and other filings specified on Schedule 5.18 5.19(a) in appropriate form are filed in the offices specified on Schedule 5.185.19(a) and all applicable fees have been paid, the Guarantee and Collateral Agreement shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral and the proceeds thereof, as security for the Obligations (as defined in the Guarantee and Collateral Agreement) (to the extent that a security interest in such other Collateral can be perfected by filing), in each case prior and superior in right to any other Person (except, in the case of Collateral other than Pledged Stock, Liens permitted by subsection 8.3 and, in the case of Collateral consisting of Pledged Stock, inchoate Liens arising by operation of lawSection 8.2(q)). (b) Each of the Mortgages upon proper filing is effective to create in favor of the Administrative Agent, for the benefit of the Secured Parties, a legal, valid and enforceable Lien on the Mortgaged Properties described therein and proceeds thereof thereof, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, moratorium or similar laws affecting creditors’ the enforcement of creditor’s rights generally and by general principles of equity equitable principals (regardless of whether such enforcement is sought in a proceeding at law or in equity or at lawequity), and when the Mortgages or any applicable Mortgage Amendments, as the case may be, are filed in the appropriate recording officesoffices specified on Schedule 5.19(b) and all applicable fees have been paid, each such Mortgage shall constitute a valid fully perfected Lien on, and enforceable Lien with record notice to third parties on security interest in, all right, title and interest of the Loan Parties in the Mortgaged Properties and the proceeds thereof, as security for the Obligations (as defined in the relevant Mortgage), in each case prior and superior in right to any other Person (except that that the Lien created in the Mortgaged Properties may be subject to the Liens permitted by subsection 8.3Section 8.2(q)). Schedule 1.1D lists each parcel of real property in the United States owned in fee simple by the Borrower or any of its Subsidiaries as of the Closing Date.

Security Documents. (a) The Guarantee Security Agreement, each Guaranty and Collateral Security Agreement, each Guaranty, Pledge and Security Agreement is and the Pledge Agreement are each effective to create in favor of the Administrative Collateral Agent, for the benefit of the Secured Parties, a legal, valid and enforceable security interest in the Collateral described therein and proceeds thereof except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, or similar laws affecting creditors’ rights generally and by general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law)thereof. In the case of the Pledged Stock that are Securities (as defined in the UCC) described in the Guarantee Pledge Agreement, Security Agreement and Collateral each Guaranty, Pledge and Security Agreement, when stock certificates representing such Pledged Stock are delivered to the Administrative Collateral Agent (together with a properly completed and signed stock power or endorsement), and in the case of the other Collateral in which a security interest can be perfected under the relevant UCC by filing a UCC financing statement and described in the Guarantee and Collateral Pledge Agreement, when financing statements Security Agreement and other filings specified on Schedule 5.18 in appropriate form are filed in the offices specified on Schedule 5.18each applicable Guaranty, the Guarantee Pledge and Collateral Security Agreement shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of Pledgor, Borrower and such Holdco, as applicable, in such Pledged Stock and the Loan Parties proceeds thereof, as security for the Secured Obligations (as defined in the Pledge Agreement, Security Agreement and each Guaranty, Pledge and Security Agreement), and in the case of the other Collateral described in the Security Agreement, each Guaranty, Pledge and Security Agreement and each Guaranty and Security Agreement, when financing statements and other filings specified on Schedule 4.33(a) in appropriate form are filed in the offices specified on Schedule 4.33(a), and with respect to other property that can be perfected by control, upon execution of the Depositary Agreement by each of the parties thereto, the Security Agreement, each Guaranty, Pledge and Security Agreement, each Guaranty and Security Agreement and the Pledge Agreement shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of each Borrower Party and Pledgor in such Collateral and the proceeds thereof, as security for the Secured Obligations (as defined in the Guarantee Security Agreement, each Guaranty, Pledge and Collateral Security Agreement, each Guaranty and Security Agreement or Pledge Agreement, as applicable), in each case prior and superior in right to any other Person (except, in the case of Collateral other than Pledged Stock, Permitted Liens permitted that pursuant to applicable law are entitled to a higher priority than the Liens created by subsection 8.3 and, in the case of Collateral consisting of Pledged Stock, inchoate Liens arising by operation of lawSecurity Documents). (b) Each Deed of the Mortgages upon proper filing Trust is effective to create in favor of the Administrative Collateral Agent, for the benefit of the Secured Parties, a legal, valid and enforceable Lien on the applicable Mortgaged Properties Property described therein and proceeds thereof except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, or similar laws affecting creditors’ rights generally and by general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law)thereof, and when the Mortgages are such Deed of Trust is filed in the appropriate recording officesoffice specified on Schedule 4.33(b), each such Mortgage Deed of Trust shall constitute a valid fully perfected Lien on, and enforceable Lien with record notice to third parties on security interest in, all right, title and interest of the Loan Parties applicable Borrower Party in the applicable Mortgaged Properties Property and the proceeds thereof, as security for the Obligations (as defined in the relevant Mortgage)Secured Obligations, in each case prior and superior in right to any other Person (Person, except for Permitted Liens that that the Lien created in the Mortgaged Properties may be subject pursuant to applicable law are entitled to a higher priority than the Liens permitted created by subsection 8.3)the Security Documents.

Security Documents. (a) The Guarantee and Collateral Agreement is provisions of each Security Document are effective to create in favor of the Administrative Agent, Agent for the ratable benefit of the Secured PartiesLenders, a legal, valid and enforceable lien or security interest in all right, title and interest of the Credit Party which is a party thereto in the Collateral described therein and proceeds thereof except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, or similar laws affecting creditors’ rights generally and by general principles of equity therein. (regardless of whether enforcement is sought in a proceeding in equity or at law). In the case of the Pledged Stock that are Securities (as defined in the UCCi) described in the Guarantee and Collateral Agreement, when stock certificates representing such Pledged Stock are delivered to the Administrative Agent (together with a properly completed and signed stock power or endorsement), and in the case of the other Collateral in which a security interest can be perfected under the relevant UCC by filing a When UCC financing statement and described in the Guarantee and Collateral Agreementstatements, when financing statements and other filings specified on Schedule 5.18 in appropriate form are assignment and/or amendments have been filed in the offices specified on in the jurisdictions listed in Schedule 5.183 of the Collateral Disclosure List, the Guarantee and Collateral Borrower Security Agreement shall constitute a fully perfected Lien first lien on, and security interest in, all right, title and interest of Borrower in the Loan Parties in Collateral described therein, which can be perfected by such Collateral and filing. (ii) When certificates representing the proceeds thereof, as security for the Obligations Pledged Stock (as such term is defined in the Guarantee and Collateral SSH Pledge Agreement), in each case prior and superior in right ) are delivered to any other Person (except, in the case of Collateral other than Pledged Stock, Liens permitted by subsection 8.3 and, in the case of Collateral consisting of Pledged Stock, inchoate Liens arising by operation of law). (b) Each of the Mortgages upon proper filing is effective to create in favor of the Administrative Agent, for together with stock powers endorsed in blank by a duly authorized officer of SSH, the benefit SSH Pledge Agreement shall constitute a fully perfected first lien on, and security interest in, all right, title and interest of SSH in the Secured Parties, a legal, valid and enforceable Lien on Collateral described therein. (iii) When certificates representing the Mortgaged Properties described therein and proceeds thereof except Pledged Stock (as such enforceability may be limited term is defined in the Alarmguard Holdings Pledge Agreement) are delivered to the Administrative Agent, together with stock powers endorsed in blank by applicable bankruptcya duly authorized officer of Alarmguard Holdings, insolvencythe Alarmguard Holdings Pledge Agreement shall constitute a fully perfected first lien on, reorganizationand security interest in, moratoriumall right, title and interest of Alarmguard Holdings in the Collateral described therein. (iv) When the Leasehold Mortgage, or similar laws affecting creditors’ rights generally assignments and by general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law)amendments thereto, and when the Mortgages are have been filed in the appropriate recording officesoffices and jurisdictions listed in Schedule 2 of the Collateral Disclosure List, each such Leasehold Mortgage shall constitute a valid and enforceable Lien with record notice to third parties fully perfected first lien on all right, title and interest of the Loan Parties Borrower in the Mortgaged Properties and the proceeds thereofCollateral described therein. (c) Borrower does not own any properties or assets, as security for the Obligations (as defined or have any interest in the relevant Mortgage)any properties or assets, in each case prior and superior in right to any other Person (except that that the Lien created in the Mortgaged Properties may be is not subject to a fully perfected first priority lien on, or security interest in, such properties or assets in favor of the Liens permitted by subsection 8.3)Administrative Agent, other than properties or assets having an aggregate fair market value at any one time not exceeding $50,000.00.

Security Documents. (a) The Guarantee and Collateral Security Agreement is effective to create in favor of the Administrative Agent, for the benefit of the Secured Parties, a legal, valid valid, binding and enforceable security interest in the Collateral described therein and proceeds thereof except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, or similar laws affecting creditors’ rights generally and by general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law)products thereof. In the case of (i) any Capital Stock pledged pursuant to the Pledged Stock that are Securities Security Agreement represented by certificates, (as defined in the UCCx) described in the Guarantee and Collateral Agreement, when stock such certificates representing such Pledged Stock are delivered to the Administrative Agent or (together with a properly completed and signed stock power or endorsement), and in the case of the other Collateral in which a security interest can be perfected under the relevant UCC by filing a UCC financing statement and described in the Guarantee and Collateral Agreement, y) when financing statements and other filings specified on Schedule 5.18 in appropriate form are filed in the offices specified on the Perfection Certificate and (ii) the other Collateral described in the Security Agreement, when financing statements in appropriate form are filed in the offices specified on the Perfection Certificate and such other filings as are specified on Schedule 5.18[3] to the Security Agreement have been completed, the Guarantee and Collateral Lien created by the Security Agreement shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Credit Parties in such Collateral and the proceeds and products thereof, as security for the Obligations (as defined in the Guarantee and Collateral Agreement)Obligations, in each case case, prior and superior in right to any other Person (except, in the case of Collateral other than Pledged Stockwith respect to priority only, Permitted Prior Liens permitted by subsection 8.3 and, in the case of Collateral consisting of Pledged collateral constituting Capital Stock, inchoate Liens arising by operation of lawPermitted Equity Liens). (b) Each of the Mortgages upon proper filing is effective to create in favor of the Administrative Agent, for the benefit of the Secured Parties, a legal, valid valid, binding and enforceable Lien on the Mortgaged Properties described therein and proceeds thereof except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, or similar laws affecting creditors’ rights generally and by general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law)products thereof, and when the Mortgages are filed in the appropriate recording officesoffice designated by the Borrower, each such Mortgage shall constitute a valid fully perfected Lien on, and enforceable Lien with record notice to third parties on security interest in, all right, title and interest of the Loan Credit Parties in the Mortgaged Properties described therein and the proceeds and products thereof, as security for the Obligations (as defined in the relevant Mortgage), in each case prior and superior in right to any other Person (except that that the Lien created in the Mortgaged Properties may be subject to the other than Persons holding Liens or other encumbrances or rights permitted by subsection 8.3the relevant Mortgage).

Security Documents. (a) The Guarantee Guaranty and Collateral Agreement is effective to create create, in favor of the Administrative Agent, Agent for the benefit of the Secured Parties, a legal, valid valid, binding and enforceable security interest in the Collateral described therein and proceeds thereof except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, or similar laws affecting creditors’ rights generally and by general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law)products thereof. In the case of (i) the Pledged Equity Interests represented by stock or other certificates, as of the Pledged Stock that are Securities (as defined in the UCC) described in the Guarantee and Collateral Agreement, date when such stock or other certificates representing such Pledged Stock are Equity Interests were delivered to the Administrative Agent (together with a properly completed and signed stock power or endorsement)Agent, and in the case of (ii) the other Collateral in which a security interest can be perfected under the relevant UCC by filing a UCC financing statement and described in the Guarantee Guaranty and Collateral AgreementAgreement that is subject to perfection by the filing of financing statements in the jurisdiction of organization of Borrower and each Guarantor, as of the date when financing statements and other filings specified on Schedule 5.18 in appropriate form are were filed in the offices specified on Schedule 5.18, 4.19 (a) the Guarantee Lien and security interest granted pursuant to the Guaranty and Collateral Agreement shall constitute constituted, and such Lien and security interest continue to constitute, a fully fully-perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral and the proceeds and products thereof, as security for the Obligations (as defined in the Guarantee Guaranty and Collateral Agreement), in each case prior and superior in right to any other Lien (except Permitted Liens). (b) As of the Closing Date, Schedule 4.19(b) sets forth a true, complete and correct list of all Real Estate Assets that are encumbered by an Existing Mortgage. Each of the Mortgages is effective to create in favor of Administrative Agent, for the benefit of the Secured Parties, a legal, valid, binding and enforceable Lien on, and security interest in, the Mortgaged Properties described therein, (i) with respect to each Existing Mortgage, as of the date when a Mortgage Amendment described in Section 5.15 is timely and properly filed with respect to such Existing Mortgage, and (ii) with respect to any New Mortgage entered into after the Closing Date, as of the date such Mortgage is timely and properly filed in the appropriate offices in respect of such Mortgages). Each Mortgage shall constitute a fully-perfected Lien on, and security interest in, the Mortgaged Property described therein, as security for the Obligations, in each case prior and superior in right to the Lien of any other Person, other than Permitted Liens. (c) The Guaranty and Collateral Agreement is effective to create, in favor of Administrative Agent for the benefit of the Secured Parties, a legal, valid, binding and enforceable security interest in the Collateral consisting of Intellectual Property and proceeds and products thereof. Upon the filing or recording of the Guaranty and Collateral Agreement (or a memorandum thereof in form and substance reasonably satisfactory to Administrative Agent) in the offices described in the Guaranty and Collateral Agreement (or such memorandum thereof) will constitute a fully-perfected Lien on, and security interest in, all right, title and interest of Borrower and each Guarantor in the Intellectual Property Collateral described therein and the proceeds and products thereof, as security for the Obligations (as defined in the Guaranty and Collateral Agreement), in each case prior and superior in right to any other Person (except, in the case of Collateral other than Pledged Stock, Liens permitted by subsection 8.3 and, in the case of Collateral consisting of Pledged Stock, inchoate Liens arising by operation of lawexcept Permitted Liens). (bd) Each of the Mortgages upon proper filing The Guaranty and Pledge Agreement is effective to create create, in favor of the Administrative Agent, Agent for the benefit of the Secured Parties, a legal, valid valid, binding and enforceable Lien on and security interest in all of the Mortgaged Properties described therein and proceeds thereof except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, or similar laws affecting creditors’ rights generally and by general principles Capital Stock of equity (regardless of whether enforcement is sought in a proceeding in equity or at law)Borrower, and when upon the Mortgages are filed in delivery of the appropriate recording officescertificates representing such Capital Stock to Administrative Agent, each such Mortgage shall Lien and security interest will constitute a valid and enforceable Lien with record notice to third parties on all rightperfected Lien, title and interest of the Loan Parties in the Mortgaged Properties and the proceeds thereof, as security for the Obligations (as defined in the relevant Mortgage), in each case prior and superior in right to and free and clear of any other Person (except that that the Lien created in the Mortgaged Properties may be subject to the Liens permitted by subsection 8.3)Lien.

Security Documents. (a) The Master Guarantee and Collateral Agreement is effective to create in favor of the Administrative Collateral Agent, for the benefit of the Secured PartiesLenders, a legal, valid and enforceable security interest which has attached (as that term is used in Section 9-203 of the New York UCC) in the Pledged Securities and other instruments, negotiable documents, chattel paper and money described therein, to the extent that the Loan Parties to the Master Guaranty and Collateral Agreement have rights in such Collateral, and proceeds thereof and, when the Pledged Notes and the stock certificates representing the Pledged Stock described therein and proceeds thereof except as such enforceability may be limited by applicable bankruptcyother instruments, insolvencynegotiable documents, reorganization, moratorium, or similar laws affecting creditors’ rights generally chattel paper and by general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law). In the case of the Pledged Stock that are Securities (as defined in the UCC) money described in the Guarantee and Collateral Agreement, when stock certificates representing such Pledged Stock therein are delivered to the Administrative Agent (together with a properly completed and signed stock power or endorsement), and in the case of the other Collateral in which a security interest can be perfected under the relevant UCC by filing a UCC financing statement and described in the Guarantee and Collateral Agreement, when financing statements and other filings specified on Schedule 5.18 in appropriate form are filed in the offices specified on Schedule 5.18Agent, the Master Guarantee and Collateral Agreement shall constitute a fully perfected first priority Lien on, and security interest in, all right, title and interest of the relevant pledgor in such Pledged Securities and other instruments, negotiable documents, chattel paper and money and the proceeds thereof, as security for the Obligations (as defined in the Master Guarantee and Collateral Agreement), in each case prior and superior in right to any other Person, except for inchoate tax liens for obligations to be paid in the ordinary course of business. (b) The Master Guarantee and Collateral Agreement is effective to create in favor of the Collateral Agent, for the benefit of the Lenders, a security interest which has attached (as that term is used in Section 9-203 of the New York UCC) in the Collateral described therein (other than the Collateral described in Section 4.19(a)), to the extent that the Loan Parties to the Master Guarantee and Collateral Agreement have rights in such Collateral, and proceeds thereof, and when financing statements in appropriate form are properly filed (with all required filing fees being paid) in the offices specified on Schedule 4.19(b) and, with respect to vehicles included in the Collateral and covered by certificates of title issued by any State, when the security interest of the Collateral Agent has been noted on such certificate of title in accordance with the certificate of title laws of such State, the Master Guarantee and Collateral Agreement shall constitute a perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in substantially all of such Collateral and the proceeds thereof, as security for the Obligations (as defined in the Master Guarantee and Collateral Agreement), in each case prior and superior in right to any other Person (exceptPerson, in the case of Collateral other than Pledged Stock, with respect to Liens expressly permitted by subsection 8.3 and, in the case of Collateral consisting of Pledged Stock, inchoate Liens arising by operation of law)Section 7.3. (bc) Each of Mortgage, which has been executed and delivered by the Mortgages upon proper relevant Loan Party, and properly filed and recorded (with all required filing is effective to create and recording fees being paid) in favor of the Administrative Agent, for the benefit of the Secured Parties, a legal, valid and enforceable Lien office(s) specified on the Mortgaged Properties described therein and proceeds thereof except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, or similar laws affecting creditors’ rights generally and by general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at lawSchedule 4.19(c), constitutes a Lien on, and when the Mortgages are filed in the appropriate recording officessecurity interest in, each such Mortgage shall constitute a valid and enforceable Lien with record notice to third parties on all right, title and interest of the Loan Parties in the Mortgaged Properties and the proceeds thereofProperty properly described therein, as security for the Obligations (as defined in the relevant Mortgage), in each case prior and superior in right to any other Person Person, other than with respect to Liens expressly permitted by Section 7.3. (except that that d) Each Oil and Gas Mortgage, which has been executed and delivered by the Lien created relevant Loan Party, and properly filed and recorded (with all required filing and recording fees being paid) in the Mortgaged Properties may be subject office(s) specified on Schedule 4.19(d), constitutes a perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in the Oil and Gas Property properly described therein, as security for the Obligations (as defined in the relevant Oil and Gas Mortgage), in each case prior and superior in right to the any other Person, other than with respect to Liens expressly permitted by subsection 8.3)Section 7.3.

Security Documents. (a) The Guarantee and Collateral Agreement is effective to create in favor of the Administrative Agent, for the benefit of the Secured Parties, a legal, valid and enforceable security interest in the Collateral described therein and proceeds thereof thereof, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, or similar laws affecting creditors’ rights generally and by 91 general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law). In the case of the Pledged Stock that are Securities (as defined in the UCC) described in the Guarantee and Collateral Agreement, when stock certificates representing such Pledged Stock are delivered to the Administrative Term Loan Security Agent (together with a properly completed and signed stock power or endorsement), and in the case of the other Collateral in which a security interest can be perfected under the relevant UCC by filing a UCC financing statement and described in the Guarantee and Collateral Agreement, when financing statements and other filings specified on Schedule 5.18 in appropriate form are filed in the offices specified on Schedule 5.18, the Guarantee and Collateral Agreement shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral and the proceeds thereof, as security for the Obligations (as defined in the Guarantee and Collateral Agreement), in each case case, prior and superior in right to any other Person (except, in the case of Collateral other than Pledged Stock, Liens permitted by subsection Section 8.3 and, in the case of Collateral consisting of Pledged Stock, inchoate Liens permitted by Section 8.3(a) and/or arising by operation of law). ) (b) subject to the terms of the ABL/Term Loan Intercreditor Agreement and the Liens granted under the Term Loan Documents. Each of the Mortgages upon proper filing is effective to create in favor of the Administrative Agent, for the benefit of the Secured Parties, a legal, valid and enforceable Lien on the Mortgaged Properties described therein and proceeds thereof except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, or similar laws affecting creditors’ rights generally and by general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law), and when the Mortgages are filed in the appropriate recording offices, each such Mortgage shall constitute a valid and enforceable Lien with record notice to third parties on all right, title and interest of the Loan Parties in the Mortgaged Properties and the proceeds thereof, as security for the Obligations (as defined in the relevant Mortgage), in each case prior and superior in right to any other Person (except that that the Lien created in the Mortgaged Properties may be subject to the Liens permitted by subsection Section 8.3).

Security Documents. (a) The Guarantee and Collateral Agreement is effective to create in favor of the Administrative Agent, Collateral Agent for the benefit of the Secured Parties, a legal, valid and enforceable security interest in the Collateral described therein (including any proceeds of any item of Collateral) to the extent required by the Guarantee and proceeds thereof except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, or similar laws affecting creditors’ rights generally and by general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law)Collateral Agreement. In the case of (i) the Pledged Stock that are Securities (as defined in the UCC) described in the Guarantee and Collateral Agreement, when any stock certificates or notes, as applicable, representing such Pledged Stock Securities are delivered to the Administrative Collateral Agent and (together with a properly completed and signed stock power or endorsement), and in the case of ii) the other Collateral in which a security interest can be perfected under the relevant UCC by filing a UCC financing statement and described in the Guarantee and Collateral Agreement, when financing statements and other filings specified on Schedule 5.18 in appropriate form are filed filed, within the time periods (if any) required by applicable law, in the offices specified on Schedule 5.184.17 (which financing statements have been duly completed and executed (as applicable) and delivered to the Collateral Agent) and such other filings as are specified on Schedule 4.17 are made, the Collateral Agent shall have a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral (including any proceeds of any item of Collateral) (to the extent a security interest in such Collateral can be perfected through the filing of financing statements in the offices specified on Schedule 4.17 and the filings specified on Schedule 4.17, and through the delivery of the Pledged Securities required to be delivered on the Closing Date), as security for the Obligations, in each case prior and superior in right to any other Person (except (i) Liens permitted by Section 7.3 and (ii) Liens having priority by operation of law) to the extent required by the Guarantee and Collateral Agreement Agreement. (b) Upon the execution and delivery of any Mortgage to be executed and delivered pursuant to Section 6.8(b), such Mortgage shall be effective to create in favor of the Collateral Agent for the benefit of the Secured Parties a legal, valid and enforceable Lien on the mortgaged property described therein and proceeds thereof; and when such Mortgage is filed in the recording office designated by the Borrower, such Mortgage shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral and the proceeds thereof, as security for the Obligations (as defined in the Guarantee and Collateral Agreement), in each case prior and superior in right to any other Person (except, in the case of Collateral other than Pledged Stock, Liens permitted by subsection 8.3 and, in the case of Collateral consisting of Pledged Stock, inchoate Liens arising by operation of law). (b) Each of the Mortgages upon proper filing is effective to create in favor of the Administrative Agent, for the benefit of the Secured Parties, a legal, valid and enforceable Lien on the Mortgaged Properties described therein and proceeds thereof except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, or similar laws affecting creditors’ rights generally and by general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law), and when the Mortgages are filed in the appropriate recording offices, each such Mortgage shall constitute a valid and enforceable Lien with record notice to third parties on all right, title and interest of the Loan Parties in the Mortgaged Properties mortgaged property and the proceeds thereof, as security for the Obligations (as defined in the relevant Mortgage), in each case prior and superior in right to any other Person (except that that the Lien created in the Mortgaged Properties may be subject to the other than Liens permitted by subsection 8.3Section 7.3 or other encumbrances or rights permitted by the relevant Mortgage).

Security Documents. (a) The Guarantee and Collateral Agreement ------------------ is effective to create in favor of the Administrative Agent, for the benefit of the Secured PartiesLenders, a legal, valid and enforceable security interest in the Collateral described therein and proceeds thereof except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, or similar laws affecting creditors’ rights generally and by general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law)thereof. In the case of the Pledged Stock that are Securities (as defined in the UCC) described in the Guarantee and Collateral Agreement, when stock certificates representing such Pledged Stock are delivered to the Administrative Agent (together with a properly completed and signed stock power or endorsement)Agent, and in the case of the other Collateral in which a security interest can be perfected under the relevant UCC by filing a UCC financing statement and described in the Guarantee and Collateral AgreementAgreement in which a security interest may be perfected by the filing of a financing statement under the Uniform Commercial Code as in effect in any jurisdiction in the United States, when financing statements and other filings specified on Schedule 5.18 4.19 (a) in appropriate form are filed in the offices ---------------- specified on Schedule 5.184.19(a), the Guarantee and Collateral Agreement shall to ---------------- the extent provided in such agreement constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral and the proceeds thereof, as security for the Obligations (as defined in the Guarantee and Collateral Agreement), in each case prior and superior in right to any other Person (except, in the case of Collateral other than Pledged Stock, Liens permitted by subsection 8.3 and, in the case of Collateral consisting of Pledged Stock, inchoate Liens arising by operation of law7.3). (b) Upon the execution and delivery thereof, each Foreign Collateral Agreement will be effective to create in favor of the Administrative Agent, for the benefit of the Lenders, a legal, valid and enforceable security interest in the Collateral described therein and proceeds thereof. When all filings and public recordations described in each Foreign Collateral Agreement are made in the appropriate jurisdictions as described in such Foreign Collateral Agreements, each Foreign Collateral Agreement shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral and the proceeds thereof, as security for the obligations described therein, in each case prior and superior in right to any other Person. (c) Each of the Mortgages upon proper filing is effective to create in favor of the Administrative Agent, for the benefit of the Secured PartiesLenders, a legal, valid and enforceable Lien on the Mortgaged Properties described therein and proceeds thereof except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, or similar laws affecting creditors’ rights generally and by general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law)thereof, and when the Mortgages are filed in the appropriate recording offices, each such Mortgage shall constitute a valid and enforceable Lien with record notice to third parties offices specified on all right, title and interest of the Loan Parties in the Mortgaged Properties and the proceeds thereof, as security for the Obligations (as defined in the relevant Mortgage), in each case prior and superior in right to any other Person (except that that the Lien created in the Mortgaged Properties may be subject to the Liens permitted by subsection 8.3).Schedule -------- 4.19

Security Documents. (a) The Guarantee and Collateral Agreement is effective to create in favor of the Administrative Agent, for the benefit of the Secured Funding Parties, a legal, valid and enforceable security interest in the Collateral described therein and (including any proceeds thereof except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, or similar laws affecting creditors’ rights generally and by general principles of equity (regardless any item of whether enforcement is sought in a proceeding in equity or at lawCollateral). In the case of (i) the Pledged Stock that are Securities (as defined in the UCC) described in the Guarantee and Collateral Agreement, when any stock certificates or notes, as applicable, representing such Pledged Stock Securities are delivered to the Administrative Agent and (together with a properly completed and signed stock power or endorsement), and in the case of ii) the other Collateral in which a security interest can be perfected under the relevant UCC by filing a UCC financing statement and described in the Guarantee and Collateral Agreement, when financing statements and other filings specified on Schedule 5.18 in appropriate form are filed in the offices respective jurisdictions of organization for the Borrower and each Subsidiary Guarantor (which financing statements have been duly completed and executed (as applicable) and delivered to the Administrative Agent) and such other filings as are specified on Schedule 5.18, 3 to the Guarantee and Collateral Agreement are made, the Administrative Agent shall constitute have a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral (including any proceeds of any item of Collateral) (to the extent a security interest in such Collateral can be perfected through the filing of financing statements in the offices specified in the respective jurisdictions of organization for the Borrower and each Subsidiary Guarantor and the proceeds thereoffilings specified on Schedule 3 to the Guarantee and Collateral Agreement and through the delivery of the Pledged Securities required to be delivered on the Closing Date), as security for the Obligations (as defined in the Guarantee and Collateral Agreement), in each case prior and superior in right to any other Person (except, in the case of Collateral other than Pledged Stock, Liens permitted by subsection 8.3 and, in Section 7.3) to the case of extent required by the Guarantee and Collateral consisting of Pledged Stock, inchoate Liens arising by operation of law)Agreement. (b) Each of the Mortgages upon proper filing is effective to create in favor of the Administrative Agent, Agent for the benefit of the Secured Parties, Funding Parties a legal, valid and enforceable Lien on the Mortgaged Properties described therein and proceeds thereof except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, or similar laws affecting creditors’ rights generally and by general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law), thereof; and when the Mortgages are filed in the appropriate recording officesoffice designated by the Borrower, each such Mortgage shall constitute a valid fully perfected Lien on, and enforceable Lien with record notice to third parties on security interest in, all right, title and interest of the Loan Parties in the Mortgaged Properties described therein and the proceeds thereof, as security for the Obligations (as defined in the relevant Mortgage), in each case prior and superior in right to any other Person (except that that the Lien created in the Mortgaged Properties may be subject to the other than Liens permitted by subsection 8.3Section 7.3 or other encumbrances or rights permitted by the relevant Mortgage).

Security Documents. (a) The Guarantee and Collateral Agreement is effective to create in favor of the Administrative Agent, for the benefit of the Secured PartiesLenders, a legal, valid and enforceable security interest in the Collateral described therein and proceeds thereof except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, or similar laws affecting creditors’ rights generally and by general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law)thereof. In the case of the Pledged Stock that are Securities (as defined in the UCC) and Pledged Notes described in the Guarantee and Collateral Agreement, when stock certificates representing such Pledged Stock and promissory notes representing such Pledged Notes are delivered to the Administrative Agent (together with a properly completed and signed stock power, note power or endorsement, as applicable), and in the case of the other Collateral in which a security interest can be perfected under the relevant UCC by filing a UCC financing statement and (other than Specified Collateral) described in the Guarantee and Collateral Agreement, when financing statements and other filings specified on Schedule 5.18 4.20(a) in appropriate form are filed in the offices specified on Schedule 5.184.20(a), the Guarantee and Collateral Agreement shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral and the proceeds thereof, as security for the Obligations (as defined in the Guarantee and Collateral Agreement), in each case prior and superior in right to any other Person (except, in the case of Collateral other than Pledged Stock, Liens permitted by subsection 8.3 and, in the case of Collateral consisting of Pledged Stock, inchoate Liens arising by operation of lawSection 7.1). (b) Each of the Mortgages upon proper filing is when filed will be effective to create in favor of the Administrative Agent, for the benefit of the Secured PartiesLenders, a legal, valid and enforceable Lien on the Mortgaged Properties described therein and proceeds thereof except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, or similar laws affecting creditors’ rights generally and by general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law)thereof, and when the Mortgages are filed in the appropriate recording officesoffices specified on Schedule 4.20(b), each such Mortgage shall constitute a valid fully perfected Lien on, and enforceable Lien with record notice to third parties on security interest in, all right, title and interest of the Loan Parties in the Mortgaged Properties and the proceeds thereof, as security for the Obligations (as defined in the relevant Mortgage), in each case prior and superior in right to any other Person (except that that Person, and in each case subject to Permitted Liens. Schedule 1.1B lists, as of the Lien created Closing Date, each parcel of owned real property located in the Mortgaged Properties may be subject to United States and held by the Liens permitted by subsection 8.3)Borrower or any of its Subsidiaries that has a value, in the reasonable opinion of the Borrower, in excess of $1,500,000.

Security Documents. (a) The Guarantee and Collateral Agreement is effective to create in favor of the Administrative Agent, for the benefit of the Secured Parties, a legal, valid and enforceable security interest in the Collateral described therein and proceeds thereof thereof, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, or similar laws affecting creditors’ rights generally and by general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law). In the case of the Pledged Stock that are Securities (as defined in the UCC) described in the Guarantee and Collateral Agreement, when stock certificates representing such Pledged Stock are delivered to the Administrative Term Loan Security Agent (together with a properly completed and signed stock power or endorsement), and in the case of the other Collateral in which a security interest can be perfected under the relevant UCC by filing a UCC financing statement and described in the Guarantee and Collateral Agreement, when financing statements and other filings specified on Schedule 5.18 in appropriate form are filed in the offices specified on Schedule 5.18, the Guarantee and Collateral Agreement shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral and the proceeds thereof, as security for the Obligations (as defined in the Guarantee and Collateral Agreement), in each case case, prior and superior in right to any other Person (except, in the case of Collateral other than Pledged Stock, Liens permitted by subsection Section 8.3 and, in the case of Collateral consisting of Pledged Stock, inchoate Liens permitted by Section 8.3(a) and/or (b) arising by operation of law) (subject to the terms of the ABL/Term Loan Intercreditor Agreement and the Liens granted under the Term Loan Security Documents). (ba) Each of the Mortgages upon proper filing is effective to create in favor of the Administrative Agent, for the benefit of the Secured Parties, a legal, valid and enforceable Lien on the Mortgaged Properties described therein and proceeds thereof except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, or similar laws affecting creditors’ rights generally and by general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law), and when the Mortgages are filed in the appropriate recording offices, each such Mortgage shall constitute a valid and enforceable Lien with record notice to third parties on all right, title and interest of the Loan Parties in the Mortgaged Properties and the proceeds thereof, as security for the Obligations (as defined in the relevant Mortgage), in each case prior and superior in right to any other Person (except that that the Lien created in the Mortgaged Properties may be subject to the Liens permitted by subsection Section 8.3).

Security Documents. (a) The Guarantee and Collateral Agreement is effective to create in favor of the Administrative Agent, for the benefit of the Secured Parties, a legal, valid and enforceable security interest in the Collateral described therein and proceeds thereof (except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, moratorium or similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles of equity (regardless of whether enforcement is sought in a proceeding by proceedings in equity or at law)) security interest in the Collateral described therein and proceeds and products thereof. In the case of the Pledged Stock that are Securities (as defined in the UCC) described in the Guarantee and Collateral Agreement, when stock certificates representing such Pledged Stock are delivered to the Administrative Agent (together with a properly completed and signed stock power or endorsement)Agent, and in the case of the other Collateral in which a security interest can be perfected under the relevant UCC by filing a UCC financing statement and described in the Guarantee and Collateral Agreement, when financing statements and other filings specified on Schedule 5.18 5.19(a) in appropriate form are filed in the offices specified on Schedule 5.185.19(a), the Guarantee and Collateral Agreement shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral and the proceeds thereof, as security for the Obligations (as defined in the Guarantee and Collateral Agreement), in each case prior and superior in right to any other Person (except, in the case of Pledged Stock, Liens arising as a matter of law that do not detract from the value thereof in any material respect, and in the case of Collateral other than Pledged Stock, Liens permitted by subsection 8.3 and, in the case of Collateral consisting of Pledged Stock, inchoate Liens arising by operation of lawSection 8.3). (b) Each of the Mortgages upon proper filing is effective to create in favor of the Administrative Agent, for the benefit of the Secured Parties, a legal, valid and enforceable Lien on the Mortgaged Properties described therein and proceeds thereof (except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, moratorium or similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles of equity (regardless of whether enforcement is sought in a proceeding by proceedings in equity or at law)) Lien on the Mortgaged Properties described therein and proceeds and products thereof, and when the Mortgages are filed in the appropriate recording officesoffices specified on Schedule 5.19(b), each such Mortgage shall constitute a valid fully perfected Lien on, and enforceable Lien with record notice to third parties on security interest in, all right, title and interest of the Loan Parties in the Mortgaged Properties and the proceeds thereof, as security for the Obligations (as defined in the relevant Mortgage), in each case prior and superior in right to any other Person, subject to Liens permitted by Section 8.3. (c) Each Intellectual Property Security Agreement is effective to create in favor of the Administrative Agent, for the benefit of the Secured Parties, a legal, valid and enforceable (except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law)) security interest in the Intellectual Property Collateral described therein and the proceeds and products thereof. Upon the filing of (i) each Intellectual Property Security Agreement in the appropriate indexes of the United States Patent and Trademark Office relative to patents and trademarks, and the United States Copyright Office relative to copyrights, together with provision for payment of all requisite fees, and (ii) financing statements in appropriate form for filing in the offices specified on Schedule 5.19(a), each Intellectual Property Security Agreement shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in the Intellectual Property Collateral and the proceeds and products thereof, as security for the Obligations (as defined in the Guarantee and Collateral Agreement), in each case prior and superior in right to any other Person (except that that the Lien created in the Mortgaged Properties may be subject to the Liens permitted by subsection Section 8.3). Schedule 1.1(b) lists, as of the Closing Date, each parcel of federally registered or recorded Intellectual Property, including Intellectual Property for which an application or filing has been made or is pending in the United States, held by the Borrower and any of its Subsidiaries.

Security Documents. (a) The Guarantee and Collateral Agreement is effective to Agreement, upon execution and delivery thereof by the parties thereto, will create in favor of the Administrative Collateral Agent, for the ratable benefit of the Secured Parties, a legal, valid and enforceable security interest in the Collateral described therein and proceeds thereof except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, or similar laws affecting creditors’ rights generally and by general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law). In the case of the Pledged Stock that are Securities (as defined in the UCC) described in the Guarantee and Collateral Agreement, ) and the proceeds thereof and (i) when stock certificates representing such the Pledged Stock are delivered to (other than Uncertificated Foreign Securities, Uncertificated Limited Liability Company Interests and Uncertificated Partnership Interests) and the Administrative Agent Pledged Debt Securities (together with a properly completed and signed stock power or endorsement), and in the case of the other Collateral in which a security interest can be perfected under the relevant UCC by filing a UCC financing statement and described as each such term is defined in the Guarantee and Collateral Agreement) are delivered to the Collateral Agent together with the proper endorsements, the Lien created under Guarantee and Collateral Agreement shall constitute a fully perfected first priority Lien on, and security interest in, all right, title and interest of the Loan Parties in such Pledged Stock and Pledged Debt Securities to the extent that the laws of the United States or any state thereof govern the creation and perfection of any such security interest, in each case prior and superior in right to any other person, and (ii) when financing statements and other filings specified on Schedule 5.18 in appropriate form are filed in the offices specified on Schedule 5.183.19(a) and all applicable filing fees have been paid, the Lien created under the Guarantee and Collateral Agreement will constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in the Collateral (other than Intellectual Property, as defined in the Guarantee and Collateral Agreement) to the extent such security interest may be perfected by the filing of a UCC financing statement, in each case prior and superior in right to any other person, other than with respect to Liens expressly permitted by Section 6.02 which by operation of law or contract would have priority over the Liens securing the Obligations and with respect to Collateral consisting of Investment Property (as defined in the UCC). (b) With respect to the Intellectual Property (as defined in the Guarantee and Collateral Agreement) in which Terex, the Subsidiary Guarantors and the Collateral Agent have agreed that the Collateral Agent may record the Guarantee and Collateral Agreement (or a short-form security agreement in form and substance reasonably satisfactory to Terex and the Collateral Agent) with the United States Patent and Trademark Office (the “Perfection Intellectual Property”), upon the execution and delivery of the Guarantee and Collateral Agreement and the recordation of the Guarantee and Collateral Agreement (or such short-form security agreement) with the United States Patent and Trademark Office and the payment of all applicable fees, together with the financing statements in appropriate form filed in the offices specified on Schedule 3.19(a), the Lien created under the Guarantee and Collateral Agreement in the Perfection Intellectual Property shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral and the proceeds thereof, as Perfection Intellectual Property to the extent that a security for the Obligations (as defined interest may be perfected by filing in the Guarantee United States and Collateral Agreement)its territories and possessions, in each case prior and superior in right to any other Person (except, in the case of Collateral other than Pledged Stock, Liens permitted by subsection 8.3 and, in the case of Collateral consisting of Pledged Stock, inchoate Liens arising by operation of law)person. (bc) Each of The Mortgages, upon the Mortgages upon proper filing is effective to execution and delivery thereof by the parties thereto, will create in favor of the Administrative Collateral Agent, subject to the exceptions listed in each insurance policy covering such Mortgage, for the ratable benefit of the Secured Parties, a legal, valid and enforceable Lien on all of the Loan Parties’ right, title and interest in and to the Mortgaged Properties described therein Property thereunder and the proceeds thereof except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, or similar laws affecting creditors’ rights generally and by general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law)thereof, and when the Mortgages referred to in Section 3.04(b) are filed recorded in the appropriate recording officesoffices specified in Schedule 3.19(c) and all applicable fees have been paid, each such Mortgage shall the Mortgages will constitute a valid fully perfected Lien on, and enforceable Lien with record notice to third parties on security interest in, all right, title and interest of the Loan Parties in the such Mortgaged Properties Property and the proceeds thereof, as security for the Obligations (as defined in the relevant Mortgage), in each case prior and superior in right to any other Person (except that that the Lien created in the Mortgaged Properties may be subject person, other than with respect to the rights of persons pursuant to Liens expressly permitted by subsection 8.3)Section 6.02 which by operation of law or contract would have priority over the Liens securing the Obligations.

Security Documents. (a) The Guarantee and Collateral Agreement is effective to Agreement, upon execution and delivery thereof by the parties thereto, will create in favor of the Administrative Collateral Agent, for the ratable benefit of the Secured Parties, a legal, valid and enforceable security interest in the Collateral described therein and proceeds thereof except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, or similar laws affecting creditors’ rights generally and by general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law). In the case of the Pledged Stock that are Securities (as defined in the UCC) described in the Guarantee and Collateral Agreement, ) and the proceeds thereof and (i) when stock certificates representing such the Pledged Stock are delivered to (other than Uncertificated Foreign Securities, Uncertificated Limited Liability Company Interests and Uncertificated Partnership Interests) and the Administrative Agent Pledged Debt Securities (together with a properly completed and signed stock power or endorsement), and in the case of the other Collateral in which a security interest can be perfected under the relevant UCC by filing a UCC financing statement and described as each such term is defined in the Guarantee and Collateral Agreement) are delivered to the Collateral Agent together with the proper endorsements, the Lien created under Guarantee and Collateral Agreement shall constitute a fully perfected first priority Lien on, and security interest in, all right, title and interest of the Loan Parties in such Pledged Stock and Pledged Debt Securities to the extent that the laws of the United States or any state thereof govern the creation and perfection of any such security interest, in each case prior and superior in right to any other person, and (ii) when financing statements and other filings specified on Schedule 5.18 in appropriate form are filed in the offices specified on Schedule 5.183.19(a) and all applicable filing fees have been paid, the Lien created under the Guarantee and Collateral Agreement will constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in the Collateral (other than Intellectual Property, as defined in the Guarantee and Collateral Agreement) to the extent such security interest may be perfected by the filing of a UCC financing statement, in each case prior and superior in right to any other person, other than with respect to Liens expressly permitted by Section 6.02 and with respect to Collateral consisting of Investment Property (as defined in the UCC). (b) With respect to the Intellectual Property (as defined in the Guarantee and Collateral Agreement) in which Terex, the Subsidiary Guarantors and the Collateral Agent have agreed that the Collateral Agent may record the Guarantee and Collateral Agreement (or a short-form security agreement in form and substance reasonably satisfactory to Terex and the Collateral Agent) with the United States Patent and Trademark Office (the “Perfection Intellectual Property”), upon the recordation of the Guarantee and Collateral Agreement (or such short-form security agreement) with the United States Patent and Trademark Office and the payment of all applicable fees, together with the financing statements in appropriate form filed in the offices specified on Schedule 3.19(a), the Lien created under the Guarantee and Collateral Agreement in the Perfection Intellectual Property shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral and the proceeds thereof, as Perfection Intellectual Property to the extent that a security for the Obligations (as defined interest may be perfected by filing in the Guarantee United States and Collateral Agreement)its territories and possessions, in each case prior and superior in right to any other Person (except, in the case of Collateral other than Pledged Stock, Liens permitted by subsection 8.3 and, in the case of Collateral consisting of Pledged Stock, inchoate Liens arising by operation of law)person. (bc) Each of the The Mortgages upon proper filing is are effective to create in favor of the Administrative Collateral Agent, subject to the exceptions listed in each insurance policy covering such Mortgage, for the ratable benefit of the Secured Parties, a legal, valid and enforceable Lien on all of the Loan Parties’ right, title and interest in and to the Mortgaged Properties described therein Property thereunder and the proceeds thereof except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, or similar laws affecting creditors’ rights generally and by general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law)thereof, and when the Mortgages referred to in Section 3.04(b) are filed recorded in the appropriate recording officesoffices specified in Schedule 3.19(c) and all applicable fees have been paid, each such Mortgage shall the Mortgages will constitute a valid fully perfected Lien on, and enforceable Lien with record notice to third parties on security interest in, all right, title and interest of the Loan Parties in the such Mortgaged Properties Property and the proceeds thereof, as security for the Obligations (as defined in the relevant Mortgage), in each case prior and superior in right to any other Person (except that that the Lien created in the Mortgaged Properties may be subject person, other than with respect to the rights of persons pursuant to Liens expressly permitted by subsection 8.3)Section 6.02.

Security Documents. (a) The Guarantee and Collateral provisions of the CORE Pledge Agreement is are effective to create in favor of the Administrative Agent, for the benefit of the Secured Parties, Bank a legal, valid and enforceable security interest in all right, title and interest of the pledgor in the Collateral as described therein and proceeds thereof except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, or similar laws affecting creditors’ rights generally and by general principles of equity (regardless of whether enforcement is sought in therein. The CORE Pledge Agreement constitutes a proceeding in equity or at law). In the case of the Pledged Stock that are Securities (as defined in the UCC) described in the Guarantee and Collateral Agreement, when stock certificates representing such Pledged Stock are delivered to the Administrative Agent (together with a properly completed and signed stock power or endorsement), and in the case of the other Collateral in which a security interest can be perfected under the relevant UCC by filing a UCC financing statement and described in the Guarantee and Collateral Agreement, when financing statements and other filings specified lien on Schedule 5.18 in appropriate form are filed in the offices specified on Schedule 5.18, the Guarantee and Collateral Agreement shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties pledgor in the Collateral described therein and upon delivery to the Bank of the stock certificates evidencing such Collateral, together with stock powers duly executed by the Borrower, the Bank will have a fully perfected first priority security interest in such Collateral and the proceeds thereof, as security for the Obligations (as defined in the Guarantee and Collateral Agreement), in each case prior and superior in right to any other Person (except, in the case of Collateral other than Pledged Stock, Liens permitted by subsection 8.3 and, in the case of Collateral consisting of Pledged Stock, inchoate Liens arising by operation of law)Collateral. (b) Each The provisions of the Mortgages upon proper filing is CORE Security Agreement are effective to create in favor of the Administrative Agent, for the benefit of the Secured Parties, Bank a legal, valid and enforceable Lien on the Mortgaged Properties described therein and proceeds thereof except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, or similar laws affecting creditors’ rights generally and by general principles of equity (regardless of whether enforcement is sought security interest in a proceeding in equity or at law), and when the Mortgages are filed in the appropriate recording offices, each such Mortgage shall constitute a valid and enforceable Lien with record notice to third parties on all right, title and interest of the Loan Parties Borrower in the Mortgaged Properties and Collateral as described therein. Except where failure to file would not have a material effect on the proceeds thereofBank's ability to realize effectively on the Collateral as described therein, as a whole, the CORE Security Agreement constitutes a lien on and security for interest in, all right, title and interest of the Obligations (as defined Borrower in such Collateral and upon filing of the Financing Statements in the relevant Mortgage)locations set forth in the CORE Security Agreement, the Bank will have a fully perfected first priority security interest in each case prior and superior in right to such Collateral. No Uniform Commercial Code financing statements have been filed by any other Person with respect to such Collateral other than as may be filed in connection with this Agreement and except as described in Schedule 4.24 hereto. (except that that c) The provisions of the Lien created Subsidiary Security Agreement are effective to create in favor of the Bank a legal, valid and enforceable security interest in all right, title and interests of each Subsidiary in the Mortgaged Properties Collateral as described therein. Except where failure to file would not have a material effect on the Bank's ability to realize effectively on the Collateral described therein, as a whole, the Subsidiary Security Agreement constitutes a lien on and security interest in, all right, title and interest of each Subsidiary in such Collateral and upon filing of the Financing Statements in the locations set forth in the Subsidiary Security Agreement, the Bank will have a fully perfected first priority security interest in such Collateral. No Uniform Commercial Code financing statements have been filed by any other Person with respect to such Collateral other than as may be subject filed in connection with this Agreement and except as described in Schedule 4.24 hereto. (d) The provisions of the Trademark Security Agreement are effective to create in favor of the Liens permitted Bank a legal, valid and enforceable security interest in all right, title and interest of the Borrower and its Subsidiaries in the Collateral as described therein. Except where failure to file would not have a material effect on the Bank's ability to realize effectively on the Collateral as described therein, as a whole, the Trademark Security Agreement constitutes a lien on and security interest in, all right, title and interest of the Borrower and its Subsidiaries in such Collateral and upon the filing of the Financing Statements and the Trademark Security Agreement in the locations set forth in the Trademark Security Agreement, the Bank will have a fully perfected first priority security interest in such Collateral. No Uniform Commercial Code financing statements or filings with the United States Patent and Trademark Office have been filed by subsection 8.3)any other Person with respect to such Collateral other than as may be filed in connection with this Agreement and except as described in Schedule 4.24 hereto.

Security Documents. (a) The Guarantee and Collateral Agreement is effective to create in favor of the Administrative Agent, Collateral Agent for the benefit of the Secured Parties, a legal, valid and enforceable security interest in the Collateral described therein of a type in which a security interest can be created under Article 9 of the UCC (including any proceeds of any such item of Collateral); provided that for purposes of this Section 4.17(a), Collateral shall be deemed to exclude any Property expressly excluded from the definition of “Collateral” as set forth in the Guarantee and Collateral Agreement (the “Excluded Collateral”). In the case of (i) the Pledged Securities described in the Guarantee and Collateral Agreement (other than Excluded Capital Stock) when any stock certificates or notes, as applicable, representing such Pledged Securities are or have been delivered to the Collateral Agent, (ii) the Material Deposit Accounts and Material Securities Accounts described in the Guarantee and Collateral Agreement, when control agreements with respect to such Material Deposit Accounts and Material Securities Accounts are or have been executed granting “control” (as defined in the UCC) of such accounts to the Collateral Agent and (iii) the other Collateral described in the Guarantee and Collateral Agreement (other than Excluded Collateral and deposit accounts and securities accounts that do not constitute Material Deposit Accounts and Material Securities Accounts), when financing statements in appropriate form are or have been filed in the offices specified on Schedule 4.17 to this Agreement (which financing statements have been duly completed and executed (as applicable) and delivered to the Collateral Agent) and such other filings as are specified on Schedule 3 to the Guarantee and Collateral Agreement are or have been made, the Collateral Agent shall have a fully perfected first priority Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral (including any proceeds of any item of Collateral), as security for the Obligations, in each case prior in right to the Lien of any other Person (except (i) in the case of Collateral other than Pledged Securities, Liens permitted by Section 7.3 and (ii) Liens having priority by operation of law) to the extent required by the Guarantee and Collateral Agreement. (b) Upon the execution and delivery of any Mortgage to be executed and delivered pursuant to Section 6.8(b), such Mortgage shall be effective to create in favor of the Collateral Agent for the benefit of the Secured Parties a legal, valid and enforceable Lien on the Mortgaged Property described therein and proceeds thereof thereof, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, moratorium or similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles of equity (regardless of whether enforcement is sought in a proceeding by proceedings in equity or at law). In ) and the case implied covenants of the Pledged Stock that are Securities (as defined in the UCC) described in the Guarantee good faith and Collateral Agreement, fair dealing; and when stock certificates representing such Pledged Stock are delivered to the Administrative Agent (together with a properly completed and signed stock power or endorsement), and in the case of the other Collateral in which a security interest can be perfected under the relevant UCC by filing a UCC financing statement and described in the Guarantee and Collateral Agreement, when financing statements and other filings specified on Schedule 5.18 in appropriate form are Mortgage is filed in the offices specified on Schedule 5.18recording office designated by the Borrower, the Guarantee and Collateral Agreement such Mortgage shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral and the proceeds thereof, as security for the Obligations (as defined in the Guarantee and Collateral Agreement), in each case prior and superior in right to any other Person (except, in the case of Collateral other than Pledged Stock, Liens permitted by subsection 8.3 and, in the case of Collateral consisting of Pledged Stock, inchoate Liens arising by operation of law). (b) Each of the Mortgages upon proper filing is effective to create in favor of the Administrative Agent, for the benefit of the Secured Parties, a legal, valid and enforceable Lien on the Mortgaged Properties described therein and proceeds thereof except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, or similar laws affecting creditors’ rights generally and by general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law), and when the Mortgages are filed in the appropriate recording offices, each such Mortgage shall constitute a valid and enforceable Lien with record notice to third parties on all right, title and interest of the Loan Parties in the Mortgaged Properties Property and the proceeds thereof, as security for the Obligations (as defined in the relevant Mortgage), in each case prior and superior in right to any other Person (except that that the Lien created in the Mortgaged Properties may be subject to the other than Liens permitted by subsection 8.3Section 7.3 or other encumbrances or rights permitted by the relevant Mortgage).

Security Documents. (a) The Guarantee and Collateral Agreement and each other US Security Document (other than any Mortgages) executed and delivered by a Loan Party is effective to create in favor of the Administrative Collateral Agent, for the benefit of the Secured Parties, a legal, valid valid, binding and enforceable security interest in the Collateral described therein and proceeds thereof therein, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, or similar laws affecting creditors’ rights generally Debtor Relief Laws and by general equitable principles of equity (regardless of whether enforcement is sought in a proceeding by proceedings in equity or at law). In Subject to the terms of Section 5.9(d) and the delivery requirements of the ABL Intercreditor Agreement and any other applicable intercreditor arrangements and except as otherwise provided under applicable Requirements of Law (including the UCC), in the case of (i) the Pledged Capital Stock that are Securities (as defined in the UCC) described in the Guarantee and Collateral Agreement, when any stock certificates representing such Pledged Capital Stock (and constituting “certificated securities” within the meaning of the UCC) are delivered to the Administrative Agent Collateral Agent, (together ii) Collateral with a properly completed and signed stock power or endorsement), and in the case of the other Collateral in respect to which a security interest can may be perfected under only by possession or control, upon the relevant UCC taking of possession or control by filing a UCC financing statement the Collateral Agent of such Collateral, and (iii) the other personal property Collateral described in the Guarantee and Collateral AgreementUS Security Documents, when financing statements and other filings specified on Schedule 5.18 in appropriate form are filed in the offices appropriate filing offices, appropriate assignments or notices are filed in each applicable IP Office and such other filings as are specified by the Guarantee and Collateral Agreement have been completed, the Lien on Schedule 5.18, the Collateral created by the Guarantee and Collateral Agreement shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral and the proceeds thereofCollateral, as security for the Obligations (as defined in the Guarantee and Collateral Agreement)Obligations, in each case prior and superior in right to the Liens of any other Person (except, in the case of Collateral other than Pledged Stock, Liens permitted by subsection 8.3 and, in the case of Collateral consisting of Pledged Stock, inchoate Liens arising by operation of lawexcept Permitted Liens). (b) Each of the Mortgages upon proper filing executed and delivered by a Loan Party is effective to create in favor of the Administrative Collateral Agent, for the benefit of the Secured Parties, a legal, valid valid, binding and enforceable Lien on the Mortgaged Properties described therein and proceeds thereof except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, or similar laws affecting creditors’ rights generally and by general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law), therein; and when the Mortgages are filed or recorded in the appropriate recording officesoffices designated by Mid-Holdings, each such Mortgage shall constitute a valid fully perfected Lien on, and enforceable Lien with record notice to third parties on security interest in, all right, title and interest of the Loan Parties in the Mortgaged Properties and the proceeds thereofdescribed therein, as security for the Obligations (as defined in the relevant Mortgage), in each case prior and superior in right to any other Person (other than Persons holding Liens or other encumbrances or rights permitted by the relevant Mortgage or the Loan Documents, including Permitted Liens). (c) Each of the Canadian Security Documents (other than any Mortgages) executed and delivered by a Loan Party is effective to create in favor of the Collateral Agent, for the benefit of the Secured Parties, a legal, valid, binding and enforceable security interest in the Collateral described therein, except that that as enforceability may be limited by applicable Debtor Relief Laws and by general equitable principles (whether enforcement is sought by proceedings in equity or at law). Subject to the terms of Section 5.9(d) and except as otherwise provided under applicable Requirements of Law (including the PPSA), when financing statements or equivalent materials in appropriate form are filed in the appropriate filing offices, the Lien on the Collateral created by each of the Canadian Security Documents shall constitute a fully perfected or opposable Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral, as security for the Obligations of such Loan Parties, in each case prior to the Liens of any other Person (except Permitted Liens). (d) Subject to any applicable Reservations, each of the English Security Documents (other than any Mortgages) executed and delivered by a Loan Party is effective to create in favor of the Collateral Agent, for the benefit of the Secured Parties, a legal, valid, binding and enforceable security interest in the Mortgaged Properties may Collateral described therein to the extent a security interest can be created therein under applicable laws and subject to the terms of such English Security Document and (ii) following the registration of the English Debenture on HBPL’s Register of Charges maintained by Companies House in England, the security in the Collateral of HBPL will be perfected, subject to Section 5.9(d), to the extent possible under the applicable provisions of the Companies Xxx 0000 of England. (e) Subject to any applicable Reservations, each of the Jersey Security Documents executed and delivered by a Loan Party is effective to create in favor of the Collateral Agent, for the benefit of each of the Secured Parties, a legal, valid and enforceable security interest in the Collateral described therein. Subject to the terms of Section 5.9(d) and except as otherwise provided under applicable Requirements of Law, in the case of (i) the Capital Stock described in any Jersey Security Document that are securities represented by share certificates or otherwise constituting “investment securities” within the meaning of the Security Interests (Jersey) Law 2012, when certificates representing such Capital Stock are delivered to the Collateral Agent, and (ii) in the case of the other Collateral not described in clause (i) when the financing statement in the appropriate form in respect of the same is filed in accordance with the Security Interests (Jersey) Law 2012, the Lien on the Collateral created by the Jersey Security Documents shall constitute a fully perfected security interest in, all right, title and interest of the Loan Parties in such Collateral, as security for the Obligations, in each case prior to the Liens permitted by subsection 8.3of any other Person (except Permitted Liens).

Security Documents. (a) The Guarantee When executed and Collateral delivered, the U.S. Pledge Agreement is will be effective to create in favor of the Administrative Agent, Collateral Agent for the benefit of the Secured PartiesCreditors, a legal, legal and valid and enforceable security interest interests in the Collateral described therein and proceeds thereof except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, or similar laws affecting creditors’ rights generally and by general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law)thereof. In the case of the Pledged Stock that are Securities to the extent represented by certificated securities (as defined in the UCC“Certificated Pledged Stock”) described in the Guarantee and Collateral U.S. Pledge Agreement, when stock certificates representing such Certificated Pledged Stock are delivered to the Administrative Agent (together with a properly completed and signed stock power or endorsement)Collateral Agent, and in the case of the other Collateral in which a security interest can be perfected under the relevant UCC by filing a UCC financing statement and described in the Guarantee and Collateral U.S. Pledge Agreement, when financing statements and other filings specified on Schedule 5.18 in appropriate form are filed in the offices specified on Schedule 5.18appropriate offices, the Guarantee and Collateral security interest created by the Pledge Agreement shall constitute a fully perfected Lien (to the extent such Lien can be perfected by filing, recording, registration under the UCC or, with respect to the Certificated Pledged Stock, possession) on, and security interest in, all right, title and interest of the Loan Parties Pledgors in such Collateral and the proceeds thereof, as security for the Obligations (as defined in the Guarantee and Collateral U.S. Pledge Agreement), in each case prior and superior in right to any other Person (except, in the case of Collateral other than Certificated Pledged Stock, Liens permitted by subsection 8.3 andSection 8.1, in and only to the case of Collateral consisting of Pledged Stock, inchoate Liens arising extent that priority can be obtained by operation of lawfiling under the UCC). (b) Each In the case of the Mortgages upon proper filing is effective Pledged Securities described in any Other Pledge Agreement, when stock certificates (if such Pledged Securities are certificated) are delivered to create the Collateral Agent or the UK Security Trustee (to the extent not previously delivered) and all other conditions required in favor such Other Pledge Agreement are satisfied, such Other Pledge Agreement and, where applicable, any signed statement of the Administrative Agent, for the benefit of the Secured Parties, a legal, valid and enforceable Lien on the Mortgaged Properties described therein and proceeds thereof except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, or similar laws affecting creditors’ rights generally and by general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law), and when the Mortgages are filed in the appropriate recording offices, each such Mortgage pledge shall constitute a valid fully perfected (to the extent such concept exists in the relevant jurisdiction) Lien on, and enforceable Lien with record notice to third parties on security interest in, all right, title and interest of the Loan Parties in the Mortgaged Properties and the proceeds thereof, Pledgor of such Pledged Securities as security for the Obligations (as defined obligations described in the relevant Mortgage)such Other Pledge Agreement, in each case prior and superior in right to any other Person (except that that the Lien created in the Mortgaged Properties may be subject to the Liens permitted by subsection 8.3)Section 8.1.

Security Documents. (a) The Guarantee and Collateral Agreement ------------------ is effective to create in favor of the Administrative Agent, for the benefit of the Secured PartiesLenders, a legal, valid and enforceable security interest in the Collateral described therein and proceeds thereof except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, or similar laws affecting creditors’ rights generally and by general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law)thereof. In the case of the Pledged Stock that are Securities (as defined in the UCC) described in the Guarantee and Collateral Agreement, when stock certificates representing such Pledged Stock are having been delivered to the Administrative Agent (together with a properly completed and signed stock power or endorsement)Agent, and in the case of the other Collateral in which a security interest can be perfected under the relevant UCC by filing a UCC financing statement and described in the Guarantee and Collateral Agreement, when financing statements and other filings specified on Schedule 5.18 in appropriate form are having been filed in the offices specified on Schedule 5.184.19(a) and such other filings as are specified on Schedule 3 to the Guarantee and Collateral Agreement having been duly completed, the Guarantee and Collateral Agreement shall constitute constitutes a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral and the proceeds thereof, as security for the Obligations (as defined in the Guarantee and Collateral Agreement), in each case prior and superior in right to any other Person (except, in the case of Collateral other than Pledged Stock, Liens permitted by subsection 8.3 andSection 7.3). Notwithstanding the foregoing, it is understood that UCC-1 financing statements are not being filed in respect of equipment in locations where the case value of Collateral consisting such equipment is less than $50,000, that fixture filings are not being made in respect of Pledged Stock, inchoate Liens arising by operation of law)Tower locations which are not Mortgaged Properties . (b) Each of the Mortgages upon proper filing is executed and delivered after the Closing Date will be when so executed and delivered, effective to create in favor of the Administrative Agent, for the benefit of the Secured PartiesLenders, a legal, valid and enforceable Lien on the Mortgaged Properties described therein and proceeds thereof except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, or similar laws affecting creditors’ rights generally and by general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law)thereof, and when the such Mortgages are filed recorded in the appropriate recording officesoffice, each such Mortgage shall constitute a valid fully perfected Lien on, and enforceable Lien with record notice to third parties on security interest in, all right, title and interest of the Loan Parties in the Mortgaged Properties and the proceeds thereof, as security for the Obligations (as defined in the relevant Mortgage), in each case prior and superior in right to any other Person (except that that the Lien created in the Mortgaged Properties may be subject to the Liens permitted by subsection 8.3)Person.

Security Documents. (a) The Guarantee Guaranty and Collateral Security Agreement is effective to create creates in favor of the Administrative Agent, for the benefit of the Secured PartiesCredit Parties referred to therein, a legal, valid valid, continuing and enforceable security interest in the Collateral described therein (as defined in the Guaranty and proceeds thereof except as such enforceability may be limited by Security Agreement), subject to applicable bankruptcy, insolvency, reorganization, moratorium, moratorium or similar other laws affecting creditors’ rights generally and by subject to general principles of equity (equity, regardless of whether enforcement is sought considered in a proceeding in equity or at law). In Upon the case making of the Pledged Stock that are Securities filings contemplated in the Guaranty and Security Agreement and/or the obtaining of “control” (as defined in the UCC) described in of the Guarantee Collateral under the Guaranty and Collateral Security Agreement, when stock certificates representing such Pledged Stock are delivered to the Administrative Agent (together with will have a properly completed and signed stock power or endorsement), and in the case of the other Collateral in which a security interest can be perfected under the relevant UCC by filing a UCC financing statement and described in the Guarantee and Collateral Agreement, when financing statements and other filings specified on Schedule 5.18 in appropriate form are filed in the offices specified on Schedule 5.18, the Guarantee and Collateral Agreement shall constitute a fully perfected Lien on, and security interest in, to and under all right, title and interest of the Loan Parties thereunder in all Collateral that may be perfected under the UCC (in effect on the date this representation is made) by filing, recording or registering a financing statement or analogous document (including without limitation the proceeds of such Collateral and subject to the limitations relating to such proceeds thereof, as security for the Obligations (as defined in the Guarantee and Collateral Agreement)UCC) or by obtaining control, in each case prior and superior in right to any other Person (except, in the case of Collateral other than Pledged Stock, Liens permitted by subsection 8.3 and, in the case of Collateral consisting of Pledged Stock, inchoate Liens arising Permitted Encumbrances which by operation of lawLaw or the ABL Intercreditor Agreement or any Customary Intercreditor Agreement would have priority to the Liens securing the Obligations). (b) Each Mortgage creates, or when executed will create (or in the case of the Mortgages upon proper filing is effective UK Mortgage, executed and subsequently perfected by registration at the relevant local land registry, if applicable (including HM Land Registry in relation to create the UK Mortgage)), in favor of the Administrative Agent, for the benefit of the Secured PartiesCredit Parties referred to therein, a legal, valid valid, continuing and enforceable Lien on security interest in the applicable Mortgaged Properties described therein and proceeds thereof except as such enforceability may be limited by Property, subject to applicable bankruptcy, insolvency, reorganization, moratorium, moratorium or similar other laws affecting creditors’ rights generally and by subject to general principles of equity (equity, regardless of whether enforcement is sought considered in a proceeding in equity or at law. Upon the recording of each Mortgage (or in the case of the UK Mortgage, upon its registration at HM Land Registry), the Agent will have a perfected Lien on, and when the Mortgages are filed in the appropriate recording officessecurity interest in, each such Mortgage shall constitute a valid to and enforceable Lien with record notice to third parties on under all right, title and interest of the Loan Parties thereunder in the applicable Mortgaged Properties and the proceeds thereof, as security for the Obligations (as defined in the relevant Mortgage)Property, in each case prior and superior in right to any other Person (except other than Permitted Encumbrances that that by operation of Law or the Lien created in the Mortgaged Properties may be subject ABL Intercreditor Agreement or any Customary Intercreditor Agreement would have priority to the Liens permitted by subsection 8.3securing the Obligations).

Security Documents. (a) The Guarantee and Collateral Agreement is effective to create in favor of the Administrative Agent, for the benefit of the Secured PartiesLenders, a legal, valid and enforceable security interest in the Collateral described therein and proceeds thereof except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, or similar laws affecting creditors’ ' rights generally and by general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law). In the case of the Pledged Stock that are Securities (as defined in the UCC) described in the Guarantee and Collateral Agreement, when stock certificates representing such Pledged Stock are delivered to the Administrative Agent (together with a properly completed and signed stock power or endorsement), and in the case of the other Collateral in which a security interest can be perfected under the relevant UCC by filing a UCC financing statement and described in the Guarantee and Collateral Agreement, when financing statements and other filings specified on Schedule 5.18 in appropriate form are filed in the offices specified on Schedule 5.18, the Guarantee and Collateral Agreement shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral and the proceeds thereof, as security for the Obligations (as defined in the Guarantee and Collateral Agreement), in each case prior and superior in right to any other Person (except, in the case of Collateral other than Pledged Stock, Liens permitted by subsection 8.3 and, in the case of Collateral consisting of Pledged Stock, inchoate Liens arising by operation of law). (b) Each of the Mortgages upon proper filing is effective to create in favor of the Administrative Agent, for the benefit of the Secured PartiesLenders, a legal, valid and enforceable Lien on security interest in the Mortgaged Properties described therein and proceeds thereof except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, or similar laws affecting creditors’ ' rights generally and by general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law), and when the Mortgages are filed in the appropriate recording offices, each such Mortgage shall constitute a valid fully perfected (if and enforceable to the extent perfection may be achieved by such filings) Lien with record notice to third parties on on, and security interest in, all right, title and interest of the Loan Parties in the Mortgaged Properties and the proceeds thereof, as security for the Obligations (as defined in the relevant Mortgage), in each case prior and superior in right to any other Person (except that that the Lien security interest created in such real property and the Mortgaged Properties Property may be subject to the Liens permitted by subsection 8.3).

Security Documents. (a) The Guarantee and Collateral Agreement is effective to create in favor of the Administrative Agent, for the benefit of the Secured PartiesLenders, a legal, valid and enforceable security interest in the Collateral described therein and proceeds thereof (except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, moratorium or similar laws affecting relating to or limiting creditors’ rights generally or by equitable principles relating to enforceability) security interest in the Collateral (other than the Mortgaged Properties) described therein and by general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law)proceeds thereof. In the case of the Pledged Stock that are Securities (as defined in the UCC) and Pledged Notes described in the Guarantee and Collateral Agreement, when stock any certificates representing such Pledged Stock or promissory notes representing Pledged Notes, as applicable, are delivered to the Administrative Agent (together with a properly completed and signed stock power or endorsement)Agent, and in the case of the other Collateral in which a security interest can be perfected under the relevant UCC by filing a UCC financing statement and described in the Guarantee and Collateral Agreement, Agreement when financing statements and other filings specified on Schedule 5.18 in appropriate form are filed in the offices specified on Schedule 5.186.19(a) (which financing statements have been duly completed and delivered to the Administrative Agent), when deposit account control agreements have been executed by the Administrative Agent, the account holder and the relevant depository institution, and such other filings or agreements as are specified on Schedule 3 to the Guarantee and Collateral Agreement, when, for Collateral consisting of registered and applied for United States patents, trademarks and copyrights, the filings described in the immediately following sentence have been made (all documentation in respect of which other filings have been or will have been duly completed and executed and delivered to the Administrative Agent on or prior to the Closing Date except as otherwise set forth on Schedule 8.10 hereto), the Guarantee and Collateral Agreement shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral and the proceeds thereof, as security for the Obligations (as defined in the Guarantee and Collateral Agreement), in each case prior and superior in right to any other Person (except, in the case of Collateral other than Pledged Stock, Liens permitted by subsection 8.3 and, in the case of Collateral consisting of Pledged Stock, inchoate Liens arising by operation of law). (b) Each of the Mortgages upon proper filing is effective to create in favor of the Administrative Agent, for the benefit of the Secured Parties, a legal, valid and enforceable Lien on the Mortgaged Properties described therein and proceeds thereof except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, or similar laws affecting creditors’ rights generally and by general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law), and when the Mortgages are filed in the appropriate recording offices, each such Mortgage shall constitute a valid and enforceable Lien with record notice to third parties on all right, title and interest of the Loan Parties in the Mortgaged Properties and the proceeds thereof, as security for the Obligations (as defined in the relevant Mortgage)Obligations, in each case prior and superior in right to any other Person (except (i) in the case of Collateral other than Pledged Stock, Permitted Liens and (ii) in the case of Collateral consisting of Pledged Stock, (x) only those Permitted Liens that that are nonconsensual or (y) Liens securing pari passu secured Refinancing Notes, pari passu secured Refinancing Term Facilities, pari passu secured Replacement Revolving Facilities, pari passu Incremental Term Facilities, pari passu secured Incremental Revolving Facilities or pari passu secured Indebtedness under Section 9.3(c)). In the case of Collateral consisting of issued, registered and applied for United States patents, trademarks or copyrights, to the extent required by applicable Federal law, filings made at the United States Patent and Trademark Office and the United States Copyright Office shall perfect the Lien and security interest created under the Guarantee and Collateral Agreement in all right, title and interest of the Loan Parties in such Collateral and the proceeds thereof (subject to the limitations and requirements set forth in the Guarantee and Collateral Agreement) as security for the Obligations, in each case prior and superior in right to any other Person (subject to Permitted Liens); provided, however, that additional filings to be made at the United States Patent and Trademark Office and the United States Copyright Office may be necessary to perfect the security interest in any Intellectual Property acquired after the date hereof. Schedule 6.19(a)-2 lists each UCC Financing Statement that (i) names any Loan Party as debtor and (ii) will remain on file after the Closing Date. Schedule 6.19(a) -3 lists each UCC Financing Statement that (i) names any Loan Party as debtor and (ii) will be terminated on or prior to the Closing Date; and on or prior to the Closing Date, the Borrower will have delivered to the Administrative Agent, or caused to be filed, duly completed UCC termination statements, authorized by the relevant secured party, in respect of each UCC Financing Statement listed in Schedule 6.19 (a) 3. Notwithstanding the foregoing, neither the Borrower nor any other Loan Party makes any representation or warranty as to (A) the effects of perfection or non-perfection, the priority or the enforceability of any pledge of or security interest (other than with respect to those pledges and security interests (if any) made under the Laws of the jurisdiction of formation of the applicable Foreign Subsidiary) in any Capital Stock or assets of any Foreign Subsidiary, or as to the rights and remedies of the Agent or any Lender with respect thereto, under foreign law. (b) Each of the Mortgages, when filed (or which have been filed) in the offices specified on Schedule 6.19(b), will be in form sufficient to create in favor of the Administrative Agent, for the benefit of the Lenders, a legal, valid and enforceable (except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws relating to or limiting creditors’ rights generally or by equitable principles relating to enforceability) Lien on the Mortgaged Properties described therein and proceeds thereof; and shall upon due filing constitute a first priority perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in the Mortgaged Properties may be subject described therein and the proceeds thereof, as security for the Obligations, in each case prior and superior in right to any other Person (other than Persons holding Permitted Liens or other encumbrances or rights permitted hereunder or by the Liens permitted by subsection 8.3relevant Mortgage).

Security Documents. (a) The Guarantee and Collateral Agreement is effective to create in favor of the Administrative Agent, for the benefit of the Secured Parties, a legal, valid and enforceable security interest in the Collateral described therein and proceeds thereof and products thereof, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, moratorium or similar laws affecting the enforcement of creditors’ rights generally and by general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law)generally. In the case of the Pledged Stock that are Securities (as defined in the UCC) described in the Guarantee and Collateral Agreement, when stock certificates representing such Pledged Stock are delivered to the Administrative Agent (together with a properly completed and signed stock power or endorsement)Agent, and in the case of the other Collateral in which a security interest can be perfected under the relevant UCC by filing a UCC financing statement and described in the Guarantee and Collateral Agreement, to the extent provided therein, when financing statements and statements, other filings specified on Schedule 5.18 4 to the Guarantee and Collateral Agreement in appropriate form are filed in the offices specified on Schedule 5.184 to the Guarantee and Collateral Agreement and the other actions described in Section 4.3 of the Guarantee and Collateral Agreement are completed, the Guarantee and Collateral Agreement shall constitute be effective to create a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral and the proceeds thereof, as security for the Obligations (as defined in the Guarantee and Collateral Agreement), in each case (to the extent provided therein) prior and superior in right to any other Person (except, in the case of Collateral other than Pledged Stock, Liens permitted by subsection 8.3 and, in the case of Collateral consisting of Pledged Stock, inchoate Liens arising by operation of lawexcept for Permitted Liens).; (b) Each of the Mortgages upon proper filing is effective to create in favor of the Administrative Agent, for the benefit of the Secured Parties, a legal, valid and enforceable Lien on the Mortgaged Properties described therein and proceeds thereof and products thereof, and when the Mortgages are filed in the offices specified therein, each such Mortgage shall constitute, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, moratorium or similar laws affecting the enforcement of creditors’ rights generally and by general principles of equity generally, (regardless of whether enforcement is sought in to the extent provided therein) a proceeding in equity or at law)perfected Lien on, and when the Mortgages are filed in the appropriate recording officessecurity interest in, each such Mortgage shall constitute a valid and enforceable Lien with record notice to third parties on all right, title and interest of the Loan Parties in the Mortgaged Properties and the proceeds thereof, as security for the Obligations (as defined in the relevant Mortgage), in each case (except as expressly set forth therein) prior and superior in right to any other Person (except that that for Permitted Liens). Schedule 1.1 lists, as of the Lien created Closing Date, each parcel of owned real property located in the Mortgaged Properties United States and held by the Borrower or any of its Subsidiaries that has a value, in the opinion of the Borrower, in excess of $1,500,000. (c) When delivered and at all times thereafter, each Intellectual Property Security Agreement is effective to create in favor of the Administrative Agent, for the benefit of the Secured Parties, a legal, valid and enforceable security interest in the Intellectual Property Collateral described therein and the proceeds and products thereof, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally. Upon the filing of (i) each Intellectual Property Security Agreement in the appropriate indexes of the United States Patent and Trademark Office (the “PTO”) relative to United States patents and United States trademarks, and the United States Copyright Office relative to United States copyrights, if any, and the taking of appropriate actions with respect to Intellectual Property which is the subject of a registration or application outside the United States under applicable local laws, together with provision for payment of all requisite fees, and (ii) financing statements in appropriate form for filing in the offices specified on Schedule 4 of the Guarantee and Collateral Agreement, each Intellectual Property Security Agreement shall constitute (to the Liens permitted extent provided in the Guarantee and Collateral Agreement) a perfected Lien on, and security interests in, all right, title and interest of the Loan Parties in such Intellectual Property Collateral and the proceeds and products thereof, as security for the Obligations (as defined in the Guarantee and Collateral Agreement), in each case (except as expressly set forth therein) prior and superior in right to any other Person (except for Permitted Liens); provided that subsequent filings in the PTO and United States Copyright Office and actions under foreign law may be necessary with respect to registrations for Intellectual Property acquired by subsection 8.3)any Loan Party after the date hereof.

Security Documents. (a) The Guarantee and Collateral Agreement is effective to create in favor of the Administrative Agent, for the benefit of the Secured PartiesLenders, a legal, valid and enforceable security interest in the Collateral described therein and proceeds thereof except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, or similar laws affecting creditors’ rights generally and by general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law). In the case of the Pledged Stock that are Securities (as defined in the UCC) described in the Guarantee and Collateral Agreement, when stock certificates representing such Pledged Stock are delivered to the Administrative Agent (or, until the First Priority Obligations Payment Date, the First Priority Representative) (together with a properly completed and signed stock power or endorsement), and in the case of the other Collateral in which a security interest can be perfected under the relevant UCC by filing a UCC financing statement and described in the Guarantee and Collateral Agreement, when financing statements and other filings specified on Schedule 5.18 in appropriate form are filed in the offices specified on Schedule 5.18, the Guarantee and Collateral Agreement shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral and the proceeds thereof, as security for the Obligations (as defined in the Guarantee and Collateral Agreement), in each case prior and superior in right to any other Person (except, in the case of Collateral other than Pledged Stock, Liens permitted by subsection 8.3 and, in the case of Collateral consisting of Pledged Stock, inchoate Liens arising by operation of lawlaw and Liens arising under the First Priority Security Documents). (b) Each of the Mortgages upon proper filing is effective to create in favor of the Administrative Agent, for the benefit of the Secured PartiesLenders, a legal, valid and enforceable Lien on security interest in the Mortgaged Properties described therein and proceeds thereof except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, or similar laws affecting creditors’ rights generally and by general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law), and when the Mortgages are filed in the appropriate recording offices, each such Mortgage shall constitute a valid fully perfected (if and enforceable to the extent perfection may be achieved by such filings) Lien with record notice to third parties on on, and security interest in, all right, title and interest of the Loan Parties in the Mortgaged Properties and the proceeds thereof, as security for the Obligations (as defined in the relevant Mortgage), in each case prior and superior in right to any other Person (except that that the Lien security interest created in such real property and the Mortgaged Properties Property may be subject to the Liens permitted by subsection 8.3).

Security Documents. (a) The Guarantee When executed and Collateral delivered, theThe U.S. Pledge Agreement is will beis (subject to (i) the Legal Reservations and (ii) in the case of any UK Credit Party, the UK Registration Requirements) effective to create in favor of the Administrative Agent, Collateral Agent for the benefit of the Secured PartiesCreditors, a legal, legal and valid and enforceable security interest interests in the Collateral described therein and proceeds thereof except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, or similar laws affecting creditors’ rights generally and by general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law)thereof. In the case of the Pledged Stock that are Securities to the extent represented by certificated securities (as defined in the UCC“Certificated Pledged Stock”) described in the Guarantee and Collateral U.S. Pledge Agreement, when stock certificates representing such Certificated Pledged Stock are delivered to the Administrative Agent (together with a properly completed and signed stock power or endorsement)Collateral Agent, and in the case of the other Collateral in which a security interest can be perfected under the relevant UCC by filing a UCC financing statement and described in the Guarantee and Collateral U.S. Pledge Agreement, when financing statements and other filings specified on Schedule 5.18 in appropriate form are filed in the offices specified on Schedule 5.18appropriate offices, the Guarantee and Collateral security interest created by the Pledge Agreement shall constitute a fully perfected Lien (subject to the Legal Reservations and, in the case of any UK Credit Party, the UK Registration Requirements and, to the extent such Lien can be perfected by filing, recording, registration under the UCC or, with respect to the Certificated Pledged Stock, possession) on, and security interest in, all right, title and interest of the Loan Parties Pledgors in such Collateral and the proceeds thereof, as security for the Obligations (as defined in the Guarantee and Collateral U.S. Pledge Agreement), in each case prior and superior in right to any other Person (except, in the case of Collateral other than Certificated Pledged Stock, Liens permitted by subsection 8.3 andSection 8.1, in and only to the case of Collateral consisting of Pledged Stock, inchoate Liens arising extent that priority can be obtained by operation of lawfiling under the UCC). (b) Each In the case of the Mortgages upon proper filing is effective Pledged Securities described in any Other Pledge Agreement, subject to create in favor of (i) the Administrative Agent, for the benefit of the Secured Parties, a legal, valid Legal Reservations and enforceable Lien on the Mortgaged Properties described therein and proceeds thereof except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, or similar laws affecting creditors’ rights generally and by general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law), and when the Mortgages are filed ii) in the appropriate recording officescase of any UK Credit Party, each the UK Registration Requirements, when stock certificates (if such Mortgage Pledged Securities are certificated) are delivered to the Collateral Agent or the UK Security Trustee (to the extent not previously delivered) and all other conditions required in such Other Pledge Agreement are satisfied, such Other Pledge Agreement and, where applicable, any signed statement of pledge shall constitute a valid fully perfected (to the extent such concept exists in the relevant jurisdiction) Lien on, and enforceable Lien with record notice to third parties on security interest in, all right, title and interest of the Loan Parties in the Mortgaged Properties and the proceeds thereof, Pledgor of such Pledged Securities as security for the Obligations (as defined obligations described in the relevant Mortgage)such Other Pledge Agreement, in each case prior and superior in right to any other Person (except that that the Lien created in the Mortgaged Properties may be subject to the Liens permitted by subsection 8.3)Section 8.1.

Security Documents. (a) The Guarantee and Collateral provisions of the Security Agreement is (taken as a whole) are effective to create in favor of the Administrative Agent, Collateral Agent for the benefit of the Secured Parties, Creditors a legal, valid and enforceable security interest in (except (i) to the Collateral described therein and proceeds extent that the enforceability thereof except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, moratorium or similar laws generally affecting creditors’ rights generally and by general equitable principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law). In ) and (ii) for the case effect of the Pledged Stock that are Securities (foreign laws, rules and regulations as defined they relate to pledges of Equity Interests in the UCCForeign Subsidiaries and intercompany Indebtedness owed by Foreign Subsidiaries) described in the Guarantee and Collateral Agreement, when stock certificates representing such Pledged Stock are delivered to the Administrative Agent (together with a properly completed and signed stock power or endorsement), and in the case of the other Collateral in which a security interest can be perfected under the relevant UCC by filing a UCC financing statement and described in the Guarantee and Collateral Agreement, when financing statements and other filings specified on Schedule 5.18 in appropriate form are filed in the offices specified on Schedule 5.18, the Guarantee and Collateral Agreement shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Credit Parties in such the Security Agreement Collateral described therein, and the proceeds thereof, as security for the Obligations (as defined in the Guarantee and Collateral Agreement), in each case prior and superior in right to any other Person (except, in the case of Collateral other than Pledged Stock, Liens permitted by subsection 8.3 and, in the case of Collateral consisting of Pledged Stock, inchoate Liens arising by operation of law). (b) Each of the Mortgages upon proper filing is effective to create in favor of the Administrative Agent, for the benefit of the Secured PartiesCreditors, has (or, after the filing of UCC-1 financing statements in the office and with the information specified by the Credit Parties in the Security Agreement, the payment of all applicable fees and the taking of such other actions as are required by the Security Agreement, will have) a fully perfected security interest in the United States in all right, title and interest in all of the Security Agreement Collateral described therein (if and to the extent the Security Agreement Collateral can be perfected by the filing of UCC-1 financing statements and the other actions required by the Security Agreement), subject to no other Liens other than Permitted Liens. The recordation of (x) the Grant of Security Interest in U.S. Patents and (y) the Grant of Security Interest in U.S. Trademarks in the respective form attached to the Security Agreement, in each case in the United States Patent and Trademark Office, together with filings on Form UCC-1 made pursuant to the Security Agreement and payment of all applicable fees, will create, as may be perfected by such filings and recordation, a legalperfected security interest in the United States trademark registrations and United States patents that are part of the Security Agreement Collateral, and the recordation of the Grant of Security Interest in U.S. Copyrights substantially in the form attached to the Security Agreement with the United States Copyright Office, together with filings on Form UCC-1 made pursuant to the Security Agreement, will create, as may be perfected by such filings and recordation, a perfected security interest in the United States copyright registrations that are part of the Security Agreement Collateral. (b) Upon the filing of UCC-1 financing statements in the office and with the information specified by the Credit Parties in the Security Agreement and the taking of such other actions required by the Pledge Agreement and, if applicable, Section 13.20, security interests created under the Pledge Agreement in favor of the Collateral Agent, as Pledgee, for the benefit of the Secured Creditors, constitute perfected security interests in the Pledge Agreement Collateral described in the Pledge Agreement (if and to the extent such Pledge Agreement Collateral can be perfected by the filing of UCC 1 financing statements and the taking of such other actions required by the Pledge Agreement and, if applicable, Section 13.20), subject to no security interests of any other Person (other than Permitted Liens). (c) Upon filing or recording, as applicable, with the appropriate recording office, each Mortgage shall create, as security for the obligations purported to be secured thereby, a valid and enforceable Lien on (except to the Mortgaged Properties described therein and proceeds extent that the enforceability thereof except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, moratorium Table of Contents or other similar laws generally affecting creditors’ rights generally and by general equitable principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law), ) perfected security interest in and when mortgage Lien on the Mortgages are filed respective Mortgaged Property in the appropriate recording offices, each such Mortgage shall constitute a valid and enforceable Lien with record notice to third parties on all right, title and interest favor of the Loan Parties in the Mortgaged Properties and the proceeds thereof, Collateral Agent (or such other Person as security may be required or desired under local law) for the Obligations (as defined in benefit of the relevant Mortgage)Secured Creditors, superior and prior to the rights of all third Persons and subject to no other Liens other than, in each case prior case, Permitted Liens and superior Permitted Encumbrances. The preceding clauses (a), (b) and (c) are subject in right all respects to any other Person (except that that the Lien created in the Mortgaged Properties may be subject to the Liens permitted by subsection 8.3Section 6.10(c).

Security Documents. (a) i. The Guarantee and Collateral Agreement is effective to create in favor of the Administrative Agent, Collateral Agent for the benefit of the Secured Parties, a legal, valid and enforceable security interest in the Collateral described therein and of a type in which a security interest can be created under Article 9 of the UCC (including any proceeds thereof of any such item of Collateral) except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, moratorium or similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles of equity (regardless of whether enforcement is sought in a proceeding by proceedings in equity or at law) and the implied covenants of good faith and fair dealings; provided that for purposes of this Section 4.17(a), Collateral shall be deemed to exclude any Property expressly excluded from the definition of “Collateral” as set forth in the Guarantee and Collateral Agreement (the “Excluded Collateral”). In the case of (i) the Pledged Stock that are Securities (as defined described in the UCCGuarantee and Collateral Agreement (other than Excluded Capital Stock) when any stock certificates or notes, as applicable, representing such Pledged Securities are delivered to the Collateral Agent, (ii) the Intellectual Property registrations and applications described in the Guarantee and Collateral Agreement, when stock certificates representing such Pledged Stock applicable intellectual property filings with the United States Patent and Trademark Office or the United States Copyright Office are delivered made with respect to the Administrative Agent (together with a properly completed and signed stock power or endorsement)security interest of the Collateral Agent, and in the case of (iii) the other Collateral in which a security interest can be perfected under the relevant UCC by filing a UCC financing statement and described in the Guarantee and Collateral AgreementAgreement (other than Excluded Collateral, deposit accounts and securities accounts), when financing statements and other filings specified on Schedule 5.18 in appropriate form are filed in the offices specified on Schedule 5.184.17 (as such schedule may be supplemented by the Borrower from time to time to reflect the acquisition or creation of new Subsidiaries, if applicable) (which financing statements have been duly completed and executed (as applicable) and delivered to the Collateral Agent) and such other filings as are specified on Schedule 7 to the Guarantee and Collateral Agreement are made, the Collateral Agent shall have a fully perfected first priority Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral (including any proceeds of any item of Collateral) (to the extent a security interest in such Collateral can be perfected through the filing of financing statements and the filings specified on Schedule 7 to the Guarantee and Collateral Agreement, and through the delivery of the Pledged Securities), as security for the Obligations, in each case prior in right to the Lien of any other Person (except (i) in the case of Collateral other than Pledged Securities, Liens permitted by Section 7.3 which by operation of law or contract would have priority over the Liens securing the Obligations and (ii) Liens having priority by operation of law) to the extent required by the Guarantee and Collateral Agreement. ii. Upon the execution and delivery of any Mortgage to be executed and delivered pursuant to Section 6.8(b), such Mortgage shall be effective to create in favor of the Collateral Agent for the benefit of the Secured Parties a legal, valid and enforceable Lien on the Mortgaged Property described therein and proceeds thereof, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law) and the implied covenants of good faith and fair dealing; and when such Mortgage is filed in the recording office designated by the Borrower, such Mortgage shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral and the proceeds thereof, as security for the Obligations (as defined in the Guarantee and Collateral Agreement), in each case prior and superior in right to any other Person (except, in the case of Collateral other than Pledged Stock, Liens permitted by subsection 8.3 and, in the case of Collateral consisting of Pledged Stock, inchoate Liens arising by operation of law). (b) Each of the Mortgages upon proper filing is effective to create in favor of the Administrative Agent, for the benefit of the Secured Parties, a legal, valid and enforceable Lien on the Mortgaged Properties described therein and proceeds thereof except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, or similar laws affecting creditors’ rights generally and by general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law), and when the Mortgages are filed in the appropriate recording offices, each such Mortgage shall constitute a valid and enforceable Lien with record notice to third parties on all right, title and interest of the Loan Parties in the Mortgaged Properties Property and the proceeds thereof, as security for the Obligations (as defined in the relevant Mortgage), in each case prior and superior in right to any other Person (except that that the Lien created in the Mortgaged Properties may be subject to the other than Liens permitted by subsection 8.3Section 7.3 or other encumbrances or rights permitted by the relevant Mortgage).

Security Documents. (a) The Guarantee and Collateral Agreement is effective to create in favor of the Administrative Agent, for the benefit of the Secured Parties, a legal, valid and enforceable security interest in the Collateral described therein and proceeds thereof (except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, moratorium or similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles of equity (regardless of whether enforcement is sought in a proceeding by proceedings in equity or at law)) security interest in the Collateral described therein and proceeds and products thereof. In the case of the Pledged Stock that are Securities (as defined in the UCC) described in the Guarantee and Collateral Agreement, when stock certificates representing such Pledged Stock are delivered to the Administrative Agent (together with a properly completed and signed stock power or endorsement)Agent, and in the case of the other Collateral in which a security interest can be perfected under the relevant UCC by filing a UCC financing statement and described in the Guarantee and Collateral Agreement, when financing statements and other filings specified on Schedule 5.18 5.19(a) in appropriate form are filed in the offices specified on Schedule 5.185.19(a), the Guarantee and Collateral Agreement shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral and the proceeds thereof, as security for the Obligations (as defined in the Guarantee and Collateral Agreement), in each case prior and superior in right to any other Person (except, in the case of Pledged Stock, Liens arising as a matter of law that do not detract from the value thereof in any material respect, and in the case of Collateral other than Pledged Stock, Liens permitted by subsection 8.3 and, in the case of Collateral consisting of Pledged Stock, inchoate Liens arising by operation of lawSection 8.3). (b) Each of the Mortgages upon proper filing is effective to create in favor of the Administrative Agent, for the benefit of the Secured Parties, a legal, valid and enforceable Lien on the Mortgaged Properties described therein and proceeds thereof (except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, moratorium or similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles of equity (regardless of whether enforcement is sought in a proceeding by proceedings in equity or at law)) Lien on the Mortgaged Properties described therein and proceeds and products thereof, and when the Mortgages are filed in the appropriate recording officesoffices specified on Schedule 5.19(b), each such Mortgage shall constitute a valid fully perfected Lien on, and enforceable Lien with record notice to third parties on security interest in, all right, title and interest of the Loan Parties in the Mortgaged Properties and the proceeds thereof, as security for the Obligations (as defined in the relevant Mortgage), in each case prior and superior in right to any other Person, subject to Liens permitted by Section 8.3. (c) Each Intellectual Property Security Agreement is effective to create in favor of the Administrative Agent, for the benefit of the Secured Parties, a legal, valid and enforceable (except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law)) security interest in the Intellectual Property Collateral described therein and the proceeds and products thereof. Upon the filing of (i) each Intellectual Property Security Agreement in the appropriate indexes of the United States Patent and Trademark Office relative to patents and trademarks, and the United States Copyright Office relative to copyrights, together with provision for payment of all requisite fees, and (ii) financing statements in appropriate form for filing in the offices specified on Schedule 5.19(a), each Intellectual Property Security Agreement shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in the Intellectual Property Collateral and the proceeds and products thereof, as security for the Obligations (as defined in the Guarantee and Collateral Agreement), in each case prior and superior in right to any other Person (except that that the Lien created in the Mortgaged Properties may be subject to the Liens permitted by subsection Section 8.3). Schedule 1.1(b) lists, as of the Restatement Date, each parcel of federally registered or recorded Intellectual Property, including Intellectual Property for which an application or filing has been made or is pending in the United States, held by the Borrower and any of its Subsidiaries.

Security Documents. (a) The Guarantee and Collateral Agreement is effective to create in favor of the Administrative Agent, for the benefit of the Secured Parties, a legal, valid and enforceable security interest in the Collateral described therein and proceeds thereof except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, or similar laws affecting creditors’ rights generally and by general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law)thereof. In the case of the Pledged Stock that are Securities (as defined in the UCC) described in the Guarantee and Collateral AgreementAgreement that are securities represented by stock certificates or otherwise constituting certificated securities within the meaning of Section 8-102(a)(4) of the New York UCC or the corresponding code or statute of any other applicable jurisdiction (“Certificated Securities”), when stock certificates representing such Pledged Stock are delivered to the Administrative Agent (together with a properly completed and signed stock power or endorsement)Agent, and in the case of the other Collateral in which a security interest can be perfected under the relevant UCC by filing a UCC financing statement and constituting personal property described in the Guarantee and Collateral Agreement, when financing statements and other filings specified on Schedule 5.18 4.19(a) in appropriate form are filed in the offices specified on Schedule 5.184.19(a), the Guarantee and Collateral Agreement Administrative Agent, for the benefit of the Secured Parties, shall constitute have a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral and the proceeds thereof, as security for the Obligations (as defined in the Guarantee and Collateral Agreement)Obligations, in each case prior and superior in right to any other Person (except, in the case of Collateral other than Pledged Stock, Liens permitted by subsection 8.3 andSection 7.3). As of the Closing Date, in neither any of the case of Collateral consisting of Pledged Stock, inchoate Liens arising by operation of law)Borrowers nor any Subsidiary that is a limited liability company or partnership has any Capital Stock that is a Certificated Security. (b) Each of the Mortgages delivered after the Closing Date will be, upon proper filing is execution, effective to create in favor of the Administrative Agent, for the benefit of the Secured Parties, a legal, valid and enforceable Lien on the Mortgaged Properties described therein and proceeds thereof except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, or similar laws affecting creditors’ rights generally and by general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law)thereof, and when the Mortgages are filed in the appropriate recording officesoffices for the applicable jurisdictions in which the Mortgaged Properties are located, each such Mortgage shall constitute a valid fully perfected Lien on, and enforceable Lien with record notice to third parties on security interest in, all right, title and interest of the Loan Parties in the Mortgaged Properties and the proceeds thereof, as security for the Obligations (as defined in the relevant Mortgage), in each case prior and superior in right to any other Person (except that that the Lien created in the Mortgaged Properties may be subject to the Liens permitted by subsection 8.3)Person.

Security Documents. (a) The Guarantee and Collateral Security Agreement is effective to create in favor of the Administrative Agent, for the benefit of the Secured Parties, a legal, valid valid, binding and enforceable security interest in the Collateral described therein and proceeds thereof except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, or similar laws affecting creditors’ rights generally and by general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law)products thereof. In the case of (i) any Capital Stock pledged pursuant to the Pledged Stock that are Securities Security Agreement represented by certificates, (as defined in the UCCx) described in the Guarantee and Collateral Agreement, when stock such certificates representing such Pledged Stock are delivered to the Administrative Agent or (together with a properly completed and signed stock power or endorsement), and in the case of the other Collateral in which a security interest can be perfected under the relevant UCC by filing a UCC financing statement and described in the Guarantee and Collateral Agreement, y) when financing statements and other filings specified on Schedule 5.18 in appropriate form are filed in the offices specified on the 100 Perfection Certificate and (ii) the other Collateral described in the Security Agreement, when financing statements in appropriate form are filed in the offices specified on the Perfection Certificate and such other filings as are specified on Schedule 5.18[3] to the Security Agreement have been completed, the Guarantee and Collateral Lien created by the Security Agreement shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Credit Parties in such Collateral and the proceeds and products thereof, as security for the Obligations (as defined in the Guarantee and Collateral Agreement)Obligations, in each case case, prior and superior in right to any other Person (except, in the case of Collateral other than Pledged Stockwith respect to priority only, Permitted Prior Liens permitted by subsection 8.3 and, in the case of Collateral consisting of Pledged collateral constituting Capital Stock, inchoate Liens arising by operation of lawPermitted Equity Liens). (b) Each of the Mortgages upon proper filing is effective to create in favor of the Administrative Agent, for the benefit of the Secured Parties, a legal, valid valid, binding and enforceable Lien on the Mortgaged Properties described therein and proceeds thereof except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, or similar laws affecting creditors’ rights generally and by general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law)products thereof, and when the Mortgages are filed in the appropriate recording officesoffice designated by the Borrower, each such Mortgage shall constitute a valid fully perfected Lien on, and enforceable Lien with record notice to third parties on security interest in, all right, title and interest of the Loan Credit Parties in the Mortgaged Properties described therein and the proceeds and products thereof, as security for the Obligations (as defined in the relevant Mortgage), in each case prior and superior in right to any other Person (except that that the Lien created in the Mortgaged Properties may be subject to the other than Persons holding Liens or other encumbrances or rights permitted by subsection 8.3the relevant Mortgage).

Security Documents. (a) The Guarantee and Collateral Agreement is effective to create in favor of the Administrative Agent, for the benefit of the Secured PartiesLenders, a legal, valid and enforceable security interest in the Collateral described therein and proceeds thereof except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, or similar laws affecting creditors’ rights generally and by general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law)thereof. In the case of the Pledged Stock that are Securities (as defined in the UCC) described in the Guarantee and Collateral Agreement, when stock certificates and related stock powers representing such Pledged Stock are delivered to the Administrative Agent (together with a properly completed and signed so long as the Administrative Agent retains possession of such certificates and stock power or endorsementpowers in the State of New York), and in the case of the other Collateral in which a security interest can be perfected under the relevant UCC by filing a UCC financing statement and described in the Guarantee and Collateral Agreement, when financing statements and other filings specified on Schedule 5.18 3(a) to the Guarantee and Collateral Agreement in appropriate form are filed in the offices specified on Schedule 5.183(a) to the Guarantee and Collateral Agreement, to the extent that a security interest therein can be perfected by the filing of a financing statement or by the other filings described in Schedule 3(a) to the Guarantee and Collateral Agreement, the Guarantee and Collateral Agreement shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral and the proceeds thereof, as security for the Obligations (as defined in the Guarantee and Collateral Agreement), in each case prior and superior in right to any other Person (except, in the case of Collateral other than Pledged Stock, Liens permitted by subsection 8.3 and, in the case of Collateral consisting of Pledged Stock, inchoate Liens arising by operation of lawSection 8.3). (b) Each of the Mortgages upon proper filing is effective to create in favor of the Administrative Agent, for the benefit of the Secured PartiesLenders, a legal, valid and enforceable Lien on the Mortgaged Properties described therein and proceeds thereof except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, or similar laws affecting creditors’ rights generally and by general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law)thereof, and when the Mortgages are filed in the appropriate recording officesoffices specified on Schedule 3(b) to the Guarantee and Collateral Agreement, each such Mortgage shall constitute a valid fully perfected Lien on, and enforceable Lien with record notice to third parties on security interest in, all right, title and interest of the Loan Parties in the Mortgaged Properties and the proceeds thereof, as security for the Obligations (as defined in the relevant Mortgage), in each case prior and superior in right to any other Person (except that that the Lien created as reflected in the Mortgaged Properties may be subject exceptions to the Liens permitted title policies delivered pursuant to Section 6.1(n) or Section 7.10(b)). Schedule 1.1B lists each parcel of real property in the United States owned in fee simple by subsection 8.3)Holdings or any of its Subsidiaries as of the Closing Date.

Security Documents. (a) The Guarantee Each Security Agreement is ------------------ effective to create in favor of the Administrative Agent, for the benefit of the Lenders, a legal, valid and Collateral enforceable security interest in all right, title and interest of the Loan Party which is party thereto in the collateral described therein except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors' rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law). When financing statements have been filed in the offices in the jurisdictions listed in Schedule 3.23, each such Security Agreement shall, except as set forth ------------- therein and except for Liens contemplated under Section 6.3(e) and Section -------------- ------- 6.3(g), constitute a fully perfected first Lien on, and security interest in, ------ all right, title and interest of such Loan Party in the collateral described therein as to which a security interest may be perfected by filing a financing statement. (b) Except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors' rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law), each Pledge Agreement is effective to create in favor of the Administrative Agent, for the benefit of the Secured PartiesLenders, a legal, valid and enforceable security interest in the Collateral described therein Pledged Stock and the proceeds thereof except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, or similar laws affecting creditors’ rights generally and by general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law). In the case of the Pledged Stock that are Securities (as defined in the UCC) described in the Guarantee and Collateral Agreementand, when stock certificates representing such Pledged Stock are have been delivered to the Administrative Agent (together with a properly completed and signed stock power or endorsement)Agent, and in the case of the other Collateral in which a security interest can be perfected under the relevant UCC by filing a UCC financing statement and described in the Guarantee and Collateral Agreement, when financing statements and other filings specified on Schedule 5.18 in appropriate form are filed in the offices specified on Schedule 5.18, the Guarantee and Collateral such Pledge Agreement shall constitute a fully perfected first Lien on, and security interest in, all right, title and interest of the Loan Parties Borrower thereto in such Collateral the pledged securities and the proceeds thereof, as security for thereof described therein subject to continuous possession of the Obligations (as defined in pledged securities by the Guarantee and Collateral Agreement), in each case prior and superior in right to any other Person (except, in the case of Collateral other than Pledged Stock, Liens permitted by subsection 8.3 and, in the case of Collateral consisting of Pledged Stock, inchoate Liens arising by operation of law)Administrative Agent. (bc) Each of the Mortgages upon proper filing is effective to create in favor of the Administrative Agent, for the benefit of the Secured Parties, a legal, valid and enforceable Lien on the Mortgaged Properties described therein and proceeds thereof except Except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, moratorium or similar laws affecting the enforcement of creditors’ ' rights generally and by general equitable principles of equity (regardless of whether enforcement is sought in a proceeding by proceedings in equity or at law), each Deed of Trust is effective to grant to the Administrative Agent, for the benefit of the Lenders, a legal, valid and enforceable mortgage lien on all the right, title and interest of the Borrower, in the mortgaged property described therein. When such Deed of Trust has been duly recorded in the appropriate filing office in the county in which the subject real property is located and the mortgage recording fees and taxes in respect thereof are paid, such Deed of Trust shall constitute a fully perfected lien on, and security interest in, such mortgaged property, subject to the encumbrances and exceptions to title noted in the title policies delivered to the Administrative Agent pursuant to Section 4.1(y) and -------------- when the Mortgages are a financing statement has been filed in the appropriate recording officesgovernmental office for the state and county named in the schedule to such Deed of Trust, each such Mortgage Deed of Trust shall constitute also create a valid legal, valid, enforceable and enforceable Lien with record notice to third parties on perfected security interest in, all right, title and interest of the Loan Parties Borrower in all real and personal property which is the Mortgaged Properties and the proceeds thereof, as security for the Obligations subject of such Deed of Trust (as defined in the relevant Mortgageto which a security interest may be perfected by filing a financing statement or recording a mortgage), in each case prior and superior in right to any other Person (except that that the Lien created in the Mortgaged Properties may be subject to the Liens permitted by subsection 8.3encumbrances and exceptions to title noted in the title insurance policies delivered to the Administrative Agent pursuant to Section 4.1(y).. --------------

Security Documents. (a) The Guarantee and Collateral Agreement is effective to create in favor of the Administrative Agent, for the benefit of the Secured Parties, a legal, valid and enforceable security interest in the Collateral described therein and proceeds thereof thereof, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, moratorium or similar laws affecting creditors’ the enforcement of creditor’s rights generally and by general equitable principles of equity (regardless of whether such enforcement is sought in a proceeding at law or in equity or at lawequity). In the case of the Pledged Stock that are Securities (as defined in the UCC) described in the Guarantee and Collateral Agreement, after giving effect to Section 2.03(b) of the First Lien Intercreditor Agreement and to the extent such arrangements constitute “control” by the Administrative Agent, when stock certificates representing such Pledged Stock are delivered to the Administrative Term Loan Agent (together with a properly completed and signed stock power or endorsement)the necessary endorsements, and in the case of the other Collateral in which a security interest can be perfected under the relevant UCC by filing a UCC financing statement and described in the Guarantee and Collateral AgreementAgreement (to the extent that a security interest in such other Collateral can be perfected by filing), when financing statements and other filings specified on Schedule 5.18 5.19(a) in appropriate form are filed in the offices specified on Schedule 5.185.19(a) and all applicable fees have been paid, the Lien granted under the Guarantee and Collateral Agreement shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral and the proceeds thereof, as security for the Obligations (as defined in the Guarantee and Collateral Agreement), ) (to the extent that a security interest in each case prior and superior in right to any such other Person (except, in the case of Collateral other than Pledged Stock, Liens permitted can be perfected by subsection 8.3 and, in the case of Collateral consisting of Pledged Stock, inchoate Liens arising by operation of lawfiling). (b) Each of the Mortgages upon proper filing Mortgages, if any, is effective to create in favor of the Administrative Agent, for the benefit of the Secured Parties, a legal, valid and enforceable Lien on the Mortgaged Properties described therein and proceeds thereof thereof, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, moratorium or similar laws affecting creditors’ the enforcement of creditor’s rights generally and by general principles of equity equitable principals (regardless of whether such enforcement is sought in a proceeding at law or in equity or at lawequity), and when the Mortgages are filed in the appropriate recording officesoffices specified on Schedule 5.19(b) and all applicable fees have been paid, each such Mortgage shall constitute a valid fully perfected Lien on, and enforceable Lien with record notice to third parties on security interest in, all right, title and interest of the Loan Parties in the Mortgaged Properties and the proceeds thereof, as security for the Obligations (as defined in the relevant Mortgage), in each case prior and superior in right to any other Person (except that that the Lien created Permitted Liens). Schedule 1.01(b) lists each parcel of real property in the Mortgaged Properties may be subject to United States owned in fee simple by the Liens permitted by subsection 8.3)Borrower or any of its Subsidiaries as of the Closing Date.

Security Documents. (a) The Guarantee Term A Pledge and Collateral Security Agreement is effective to create in favor of the Administrative Collateral Agent, for the benefit of the Secured Parties, a legal, valid and enforceable security Lien under U.S. Law (subject to the effect of bankruptcy, insolvency, reorganization, receivership, moratorium and other similar laws affecting creditors’ rights) on all right, title and interest of the Term A Loan Borrower in the Term A Loan Collateral described therein and proceeds thereof except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, or similar laws affecting creditors’ rights generally and by general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law)to the extent required thereby. In the case Term A Loan Collateral described in any of the Pledged Stock that are Securities (as defined in the UCC) described in the Guarantee and Collateral AgreementSecurity Documents, when stock certificates representing such Pledged Stock are delivered to the Administrative Agent (together with a properly completed and signed stock power or endorsement), and in the case of the other Collateral in which a security interest can be perfected under the relevant UCC by filing a UCC financing statement and described in the Guarantee and Collateral Agreement, when financing statements and other filings specified on Schedule 5.18 in appropriate form are filed in the offices specified on Schedule 5.184.20, the Guarantee Liens created under the Term A Pledge and Collateral Security Agreement shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Term A Loan Parties Borrower in such Term A Loan Collateral and the proceeds thereofthereof under U.S. law, as in which a security for interest can be perfected by the Obligations (as defined filing of a UCC financing statement in the Guarantee and Collateral Agreement), in each case prior and superior in right to any other Person (except, in the case of Collateral other than Pledged Stock, Liens permitted by subsection 8.3 and, in the case of Collateral consisting of Pledged Stock, inchoate Liens arising by operation of law)offices specified on Schedule 4.20. (b) Each of the Mortgages upon proper filing The Term B Pledge and Security Agreement is effective to create in favor of the Administrative Collateral Agent, for the benefit of the Secured Parties, a legal, valid and enforceable Lien on under U.S. Law (subject to the Mortgaged Properties described therein and proceeds thereof except as such enforceability may be limited by applicable effect of bankruptcy, insolvency, reorganization, moratoriumreceivership, or moratorium and other similar laws affecting creditors’ rights generally and by general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law), and when the Mortgages are filed in the appropriate recording offices, each such Mortgage shall constitute a valid and enforceable Lien with record notice to third parties rights) on all right, title and interest of the Term B Loan Parties Borrower in the Mortgaged Properties Term B Loan Collateral described therein and proceeds thereof to the extent required thereby. In the case of the Pledged Stock described in any of the Security Documents, when stock certificates representing such Pledged Stock are delivered to and retained by the Collateral Agent together with the necessary endorsements, the Liens created under the Term B Pledge and Security Agreement shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Term B Loan Borrower in such Term B Loan Collateral and the proceeds thereofthereof under U.S. law, as security for the Term B Loan Obligations (as defined in the relevant Mortgage), in each case prior and superior in right to any other Person (except that that Person. In the Lien created case of the other Term B Loan Collateral described in any of the Security Documents, when UCC financing statements in appropriate form are filed in the Mortgaged Properties may be subject to offices specified on Schedule 4.20, the Liens permitted created under the Term B Pledge and Security Agreement shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Term B Loan Borrower in such Term B Loan Collateral and the proceeds thereof under U.S. law, in which a security interest can be perfected by subsection 8.3)the filing of a UCC financing statement in the offices specified on Schedule 4.20.

Security Documents. (a) The Guarantee and Collateral Agreement is effective to create in favor of the Administrative Agent, for the benefit of the Secured Parties, a legal, valid valid, binding and enforceable security interest in the Collateral described therein and proceeds thereof therein, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, moratorium or similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles of equity (regardless of whether enforcement is sought in a proceeding by proceedings in equity or at law). In Subject to the terms of Section 5.10(d), in the case of (i) the Pledged Capital Stock that are Securities (as defined in the UCC) described in the Guarantee and Collateral Agreement, when any stock certificates representing such Pledged Capital Stock (and constituting “certificated securities” within the meaning of the UCC) are delivered to the Administrative Agent Agent, (together ii) Collateral with a properly completed and signed stock power or endorsement), and in the case of the other Collateral in respect to which a security interest can may be perfected under only by possession or control, upon the relevant UCC taking of possession or control by filing a UCC financing statement the Administrative Agent of such Collateral, and (iii) the other personal property Collateral described in the Guarantee and Collateral Agreement, when financing statements and other filings specified on Schedule 5.18 in appropriate form are filed in the appropriate filing offices and such other filings as are specified on Schedule 5.18by the Guarantee and Collateral Agreement have been completed, the Guarantee and Collateral Agreement shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral and the proceeds thereofCollateral, as security for the Obligations (as defined in the Guarantee and Collateral Agreement), in each case prior and superior in right to the Liens of any other Person (except, in the case of Collateral other than Pledged Stock, Liens permitted by subsection 8.3 and, in the case of Collateral consisting of Pledged Stock, inchoate Liens arising by operation of lawexcept Permitted Liens). (b) Each of the Mortgages upon proper filing is effective to create in favor of the Administrative Agent, for the benefit of the Secured Parties, a legal, valid valid, binding and enforceable Lien on the Mortgaged Properties described therein and proceeds thereof except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, or similar laws affecting creditors’ rights generally and by general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law), therein; and when the Mortgages are filed or recorded in the appropriate recording officesoffices designated by the Borrower, each such Mortgage shall constitute a valid fully perfected Lien on, and enforceable Lien with record notice to third parties on security interest in, all right, title and interest of the Loan Parties in the Mortgaged Properties and the proceeds thereofdescribed therein, as security for the Obligations (as defined in the relevant Mortgage), in each case prior and superior in right to any other Person (except that that the Lien created in the Mortgaged Properties may be subject to the other than Persons holding Liens or other encumbrances or rights permitted by subsection 8.3the relevant Mortgage or the Loan Documents).

Security Documents. (a) The Guarantee and Collateral Agreement is effective to create in favor of the Administrative Agent, for the benefit of the Secured Parties, a legal, valid and enforceable security interest in the Collateral described therein and proceeds thereof and products thereof, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, moratorium or similar laws affecting the enforcement of creditors’ rights generally and by general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law)generally. In the case of the Pledged Stock that are Securities (as defined in the UCC) described in the Guarantee and Collateral Agreement, when stock certificates representing such Pledged Stock are delivered to the Administrative Agent (together with a properly completed and signed stock power or endorsement)Agent, and in the case of the other Collateral in which a security interest can be perfected under the relevant UCC by filing a UCC financing statement and described in the Guarantee and Collateral Agreement, to the extent provided therein, when financing statements and statements, other filings specified on Schedule 5.18 4 to the Guarantee and Collateral Agreement in appropriate form are filed in the offices specified on Schedule 5.184 to the Guarantee and Collateral Agreement and the other actions described in Section 4.3 of the Guarantee and Collateral Agreement are completed, the Guarantee and Collateral Agreement shall constitute be effective to create a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral and the proceeds thereof, as security for the Obligations (as defined in the Guarantee and Collateral Agreement), in each case prior and superior in right to any other Person (except, in with the case of Collateral other than Pledged Stock, Liens permitted by subsection 8.3 and, in the case of Collateral consisting of Pledged Stock, inchoate Liens arising by operation of law)Required Priority. (b) Each of the Mortgages upon proper filing is effective to create in favor of the Administrative Agent, for the benefit of the Secured Parties, a legal, valid and enforceable Lien on the Mortgaged Properties described therein and proceeds thereof and products thereof, and when the Mortgages are filed in the offices specified therein, each such Mortgage shall constitute, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, moratorium or similar laws affecting the enforcement of creditors’ rights generally and by general principles of equity generally, (regardless of whether enforcement is sought in to the extent provided therein) a proceeding in equity or at law)fully perfected Lien on, and when the Mortgages are filed in the appropriate recording officessecurity interest in, each such Mortgage shall constitute a valid and enforceable Lien with record notice to third parties on all right, title and interest of the Loan Parties in the Mortgaged Properties and the proceeds thereof, as security for the Obligations (as defined in the relevant Mortgage), in each case prior and superior in right to any other Person (except that that with the Lien created Required Priority. Schedule 1.1 lists, as of the Closing Date, each parcel of owned real property located in the Mortgaged Properties United States and held by the Borrower or any of its Subsidiaries that has a value, in the opinion of the Borrower, in excess of $3,000,000. (c) Each Intellectual Property Security Agreement is effective to create in favor of the Administrative Agent, for the benefit of the Secured Parties, a legal, valid and enforceable security interest in the Intellectual Property Collateral described therein and the proceeds and products thereof, except as enforceability may be subject limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally. Upon the filing of (i) each Intellectual Property Security Agreement in the appropriate indexes of the United States Patent and Trademark Office relative to United States patents and United States trademarks, and the United States Copyright Office relative to United States copyrights, if any, together with provision for payment of all requisite fees, and (ii) financing statements in appropriate form for filing in the offices specified on Schedule 4 of the Guarantee and Collateral Agreement, each Intellectual Property Security Agreement shall constitute (to the Liens permitted by subsection 8.3extent provided in the Guarantee and Collateral Agreement) a fully perfected Lien on, and security interests in, all right, title and interest of the Loan Parties in such Intellectual Property Collateral and the proceeds and products thereof, as security for the Obligations (as defined in the Guarantee and Collateral Agreement), in each case with the Required Priority.

Security Documents. (a) The Guarantee and Collateral Agreement is effective to create in favor of the Administrative Agent, for the benefit of the Secured PartiesLenders, a legal, valid and enforceable security interest in the Collateral described therein and proceeds thereof (except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, moratorium or similar laws affecting relating to or limiting creditors’ rights generally or by equitable principles relating to enforceability) security interest in the Collateral (other than the Mortgaged Properties) described therein and by general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law)proceeds thereof. In the case of the Pledged Stock that are Securities (as defined in the UCC) and Pledged Notes described in the Guarantee and Collateral Agreement, when stock any certificates representing such Pledged Stock or promissory notes representing Pledged Notes, as applicable, are delivered to the Administrative Agent (together with a properly completed and signed stock power or endorsement)Agent, and in the case of the other Collateral in which a security interest can be perfected under the relevant UCC by filing a UCC financing statement and described in the Guarantee and Collateral Agreement, Agreement when financing statements and other filings specified on Schedule 5.18 in appropriate form are filed in the offices specified on Schedule 5.186.19(a) (which financing statements have been duly completed and delivered to the Administrative Agent), when or such offices applicable to any change in the jurisdiction of organization of any Loan Party made in compliance with Section 5.3(a) of the Guarantee and Collateral Agreement, when deposit account control agreements have been executed by the Administrative Agent, the account holder and the relevant depository institution, and such other filings or agreements as are specified on Schedule 3 to the Guarantee and Collateral Agreement, when, for Collateral consisting of registered and applied for United States patents, trademarks and copyrights, the filings described in the immediately following sentence have been made (all documentation in respect of which other filings have been or will have been duly completed and executed and delivered to the Administrative Agent on or prior to the Closing Date except as otherwise set forth on Schedule 8.10 hereto or as contemplated by the Guarantee and Collateral Agreement), the Guarantee and Collateral Agreement shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral and the proceeds thereof, as security for the Obligations (as defined in the Guarantee and Collateral Agreement), in each case prior and superior in right to any other Person (except, in the case of Collateral other than Pledged Stock, Liens permitted by subsection 8.3 and, in the case of Collateral consisting of Pledged Stock, inchoate Liens arising by operation of law). (b) Each of the Mortgages upon proper filing is effective to create in favor of the Administrative Agent, for the benefit of the Secured Parties, a legal, valid and enforceable Lien on the Mortgaged Properties described therein and proceeds thereof except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, or similar laws affecting creditors’ rights generally and by general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law), and when the Mortgages are filed in the appropriate recording offices, each such Mortgage shall constitute a valid and enforceable Lien with record notice to third parties on all right, title and interest of the Loan Parties in the Mortgaged Properties and the proceeds thereof, as security for the Obligations (as defined in the relevant Mortgage)Obligations, in each case prior and superior in right to any other Person (except (i) in the case of Collateral other than Pledged Stock, Permitted Liens and (ii) in the case of Collateral consisting of Pledged Stock, (x) only those Permitted Liens that that are nonconsensual or (y) Liens securing pari passu secured Refinancing Notes, pari passu secured Refinancing Term Facilities, pari passu secured Replacement Revolving Facilities, pari passu Incremental Term Facilities, pari passu secured Incremental Revolving Facilities or pari passu secured Indebtedness under Section 9.3(c)). In the case of Collateral consisting of issued, registered and applied for United States patents, trademarks or copyrights, to the extent required by applicable Federal law, filings made at the United States Patent and Trademark Office and the United States Copyright Office shall perfect the Lien and security interest created under the Guarantee and Collateral Agreement in all right, title and interest of the Mortgaged Properties may be Loan Parties in such Collateral and the proceeds thereof (subject to the Liens permitted limitations and requirements set forth in the Guarantee and Collateral Agreement) as security for the Obligations, in each case prior and superior in right to any other Person (subject to Permitted Liens); provided, however, that additional filings to be made at the United States Patent and Trademark Office and the United States Copyright Office may be necessary to perfect the security interest in any Intellectual Property acquired after the date hereof. Schedule 6.19(a)-2 lists, as of the Closing Date, each UCC Financing Statement that (i) names any Loan Party as debtor and (ii) will remain on file after the Closing Date. Schedule 6.19(a)-3 lists, as of the Closing Date, each UCC Financing Statement that (i) names any Loan Party as debtor and (ii) will be terminated on or prior to the Closing Date; and on or prior to the Closing Date, the Borrower will have delivered to the Administrative Agent, or caused to be filed, duly completed UCC termination statements, authorized by subsection 8.3).the relevant secured party, in respect of each UCC Financing Statement listed in Schedule 6.19

Security Documents. (a) The Guarantee and Collateral Agreement is effective Subject to Section 5 of Amendment No. 911, the Security Documents create in favor of the Administrative Collateral Agent, for the benefit of the Collateral Agent and the other Secured Parties, a legal, valid and enforceable security interest or mortgage interests in the Collateral described therein and proceeds thereof except as such enforceability may be limited by (subject to (a) applicable bankruptcy, insolvency, reorganization, moratorium, moratorium or similar other laws affecting creditors’ rights generally and by subject to general principles of equity (equity, regardless of whether enforcement is sought considered in a proceeding in equity or at law). In , (b) any filings and registrations required under Applicable Law to perfect the case Liens on the Collateral granted by the Loan Parties in favor of the Pledged Stock that are Securities Collateral Agent for the benefit of the Secured Parties (as defined in the UCC) described in the Guarantee and Collateral Agreement, when stock certificates representing such Pledged Stock are delivered which filings or recordings shall be made to the Administrative Agent extent required by any Security Document) and (together c) with a properly completed respect to enforceability against Foreign Subsidiaries or under non-U.S. laws, the effect of non-U.S. laws, rules and signed stock power or endorsementregulations as they relate to pledges, if any, of Capital Stock in Foreign Subsidiaries and intercompany Indebtedness owed by Foreign Subsidiaries), and the Security Documents constitute, or will upon the filing of financing statements or other instruments within the time periods prescribed under Applicable Law and/or the obtaining of “control,” in each case with respect to the case relevant Collateral as required under the applicable Uniform Commercial Code or similar legislation of any jurisdiction, to the other extent security interests in such Collateral in which a security interest can be perfected under the relevant UCC by filing a UCC financing statement and described in the Guarantee and Collateral Agreement, when financing statements and other such filings specified on Schedule 5.18 in appropriate form are filed in the offices specified on Schedule 5.18or control, the Guarantee and Collateral Agreement shall constitute creation of a fully perfected and enforceable (subject to (a) applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law and (b) with respect to enforceability against Foreign Subsidiaries or under non-U.S. laws, the effect of non-U.S. laws, rules and regulations as they relate to pledges, if any, of Capital Stock in Foreign Subsidiaries and intercompany Indebtedness owed by Foreign Subsidiaries) first priority Lien on, and security interest in, all right, title and interest of the Loan Parties thereunder in such Collateral and (to the proceeds thereof, as security for extent required under the Obligations (as defined in the Guarantee and Collateral AgreementSecurity Documents), in each case prior and superior in right to any other Person Person, except for Permitted Encumbrances (except, in the case of Collateral other than Pledged Stock, Liens permitted by subsection 8.3 and, in the case of Collateral consisting of Pledged Stock, inchoate Liens arising x) having priority by operation of law). Applicable Law on all Term Priority Collateral, (by) Each of the Mortgages upon proper filing is effective to create in favor of the Administrative Agent, for agent under the benefit of the ABL Facility on any Revolver Priority Collateral or (z) Qualifying Secured Parties, a legal, valid and enforceable Lien on the Mortgaged Properties described therein and proceeds thereof except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, or similar laws affecting creditors’ rights generally and by general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law), and when the Mortgages are filed in the appropriate recording offices, each such Mortgage shall constitute a valid and enforceable Lien Debt ranking pari passu with record notice to third parties on all right, title and interest of the Loan Parties in the Mortgaged Properties and the proceeds thereof, as security for the Obligations (as defined in the relevant Mortgage), in each case prior and superior in right to any other Person (except that that the Lien created in the Mortgaged Properties may be subject to the Liens permitted by subsection 8.3)securing the Obligations.

Security Documents. (a) The Guarantee provisions of the Security Agreement and Collateral Agreement is the Joint Venture Subsidiary Security Documents (in each case, taken as a whole) are effective to create in favor of the Administrative Agent, Agent for the benefit of the Secured Parties, Parties a legal, valid and enforceable security interest in (except (i) to the Collateral described therein and proceeds extent that the enforceability thereof except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, moratorium or similar laws generally affecting creditors’ rights generally and by general equitable principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law). In ) and (ii) for the case effect of the Pledged Stock that are Securities (foreign laws, rules and regulations as defined they relate to pledges of Equity Interests in the UCCForeign Subsidiaries and intercompany Debt owed by Foreign Subsidiaries) described in the Guarantee and Collateral Agreement, when stock certificates representing such Pledged Stock are delivered to the Administrative Agent (together with a properly completed and signed stock power or endorsement), and in the case of the other Collateral in which a security interest can be perfected under the relevant UCC by filing a UCC financing statement and described in the Guarantee and Collateral Agreement, when financing statements and other filings specified on Schedule 5.18 in appropriate form are filed in the offices specified on Schedule 5.18, the Guarantee and Collateral Agreement shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Credit Parties in such the Security Agreement Collateral described therein, and the proceeds thereof, as security for the Obligations (as defined in the Guarantee and Collateral Agreement), in each case prior and superior in right to any other Person (except, in the case of Collateral other than Pledged Stock, Liens permitted by subsection 8.3 and, in the case of Collateral consisting of Pledged Stock, inchoate Liens arising by operation of law). (b) Each of the Mortgages upon proper filing is effective to create in favor of the Administrative Agent, for the benefit of the Secured Parties, has (or, after the filing of UCC-1 financing statements in the office and with the information specified by the Credit Parties in the Security Agreement, the payment of all applicable fees and the taking of such other actions as are required by the Security Agreement, will have) a legalfully perfected security interest in the United States in all right, title and interest in all of the Security Agreement Collateral described therein (if and to the extent the Security Agreement Collateral can be perfected by the filing of UCC-1 financing statements and the other actions required by the Security Agreement), subject to no other Liens other than Permitted Liens. The recordation of (x) the grant of security interest in U.S. Patents and (y) the grant of security interest in U.S. Trademarks in the respective form attached to the Security Agreement, in each case in the United States Patent and Trademark Office, together with filings on Form UCC-1 made pursuant to the Security Agreement and payment of all applicable fees, will create, as may be perfected by such filings and recordation, a perfected security interest in the United States trademark registrations and United States patents that are part of the Security Agreement Collateral, and the recordation of the grant of security interest in U.S. Copyrights substantially in the form attached to the Security Agreement with the United States Copyright Office, together with filings on Form UCC-1 made pursuant to the Security Agreement, will create, as may be perfected by such filings and recordation, a perfected security interest in the United States copyright registrations that are part of the Security Agreement Collateral. (b) Upon the filing of UCC-1 financing statements, or any amendments to UCC-1 financing statements filed on or prior to the Closing Date, in each case, in the office and with the information specified by the Credit Parties in the Security Agreement and the taking of such other actions required by the Pledge Agreement and, if applicable, Section 10.1.12, security interests created under the Pledge Agreement in favor of the Agent, as Pledgee, for the benefit of the Secured Parties, constitute perfected security interests in the Pledge Agreement Collateral described in the Pledge Agreement (if and to the extent such Pledge Agreement Collateral can be perfected by the filing of UCC-1 financing statements and the taking of such other actions required by the Pledge Agreement and, if applicable, Section 10.1.12), subject to no security interests of any other Person (other than Permitted Liens). (c) Upon filing or recording, as applicable, with the appropriate recording office, each Mortgage shall create, as security for the obligations purported to be secured thereby, a valid and enforceable Lien on (except to the Mortgaged Properties described therein and proceeds extent that the enforceability thereof except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, moratorium or other similar laws generally affecting creditors’ rights generally and by general equitable principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law), ) perfected security interest in and when mortgage Lien on the Mortgages are filed respective Mortgaged Property in the appropriate recording offices, each such Mortgage shall constitute a valid and enforceable Lien with record notice to third parties on all right, title and interest favor of the Loan Parties in the Mortgaged Properties and the proceeds thereof, Agent (or such other Person as security may be required or desired under local law) for the Obligations (as defined in benefit of the relevant Mortgage)Secured Creditors, superior and prior to the rights of all third Persons and subject to no other Liens other than, in each case prior and superior in right to any other Person case, Permitted Liens. (except that that the Lien created in the Mortgaged Properties may be subject d) Notwithstanding anything herein to the Liens permitted by subsection 8.3)contrary, it is understood that, other than with respect to (i) any UCC Filing Collateral and (ii) stock certificates of the Borrowers and their wholly-owned domestic Subsidiaries, to the extent (x) any UCC or other lien searches are not received or (y) any Lien on any Collateral is not provided and/or perfected on the Closing Date after the Borrowers’ use of commercially reasonable efforts to do so without undue burden and expense, the receipt of such UCC searches and the provision and/or perfection of a Lien on such Collateral shall not be required on the Closing Date, but shall instead be required to be delivered after the Closing Date in accordance with Section 10.1.12.

Security Documents. (a) The Guarantee and Other than during a Suspension Period, the Collateral Agreement is effective to create in favor of the Administrative AgentCollateral Trustee, for the benefit of the Secured PartiesAdministrative Agent and the Lenders, a legal, valid and enforceable security interest in the Collateral described therein and proceeds thereof (except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, moratorium or similar laws affecting the enforcement of creditors’ rights generally generally) security interest in the Collateral described therein and by general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law)proceeds thereof. In the case of the Pledged Stock that are Securities (as defined in the UCC) described in the Guarantee and Collateral Agreement, when the Administrative Agent (or its designee or agent) obtains control of stock certificates representing such Pledged Stock are delivered to the Administrative Agent (together with a properly completed and signed stock power or endorsement)Stock, and in the case of the other Collateral in which a security interest can be perfected under the relevant UCC by filing a UCC financing statement and described in the Guarantee and Collateral Agreement, when financing statements and other filings specified on Schedule 5.18 4.19(a) in appropriate form are or have been filed in the offices specified on Schedule 5.184.19(a), the Guarantee and Collateral Agreement shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral and the proceeds thereof, thereof to the extent a security interest can be perfected by filings or other action required thereunder as security for the Obligations (as defined in the Guarantee and Collateral Agreement), in each case prior and superior in right to any other Person (except, in the case of Collateral other than Pledged StockStock with respect to which the Administrative Agent has control subject to the Intercreditor Agreement (or any other Applicable Intercreditor Agreement) and Collateral Trust Agreement, Liens permitted by subsection 8.3 and, in the case of Collateral consisting of Pledged Stock, inchoate Liens arising by operation of lawSection 7.3). (b) Each of the Mortgages upon proper filing is effective to create in favor of the Administrative AgentCollateral Trustee, for the benefit of the Secured PartiesAdministrative Agent and the Lenders, a legal, valid and enforceable Lien on the Mortgaged Properties described therein and proceeds thereof except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, or similar laws affecting creditors’ rights generally and by general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law)thereof, and when the Mortgages are or have been filed or recorded in the appropriate recording officesoffices specified on Schedule 4.19(b), each such Mortgage shall constitute a valid fully perfected Lien on, and enforceable Lien with record notice to third parties on security interest in, all right, title and interest of the Loan Parties in the Mortgaged Properties and the proceeds thereof, as security for the Obligations (as defined in the relevant Mortgage), in each case prior and superior in right to any other Person (except that that subject only to permitted Liens described in Section 7.3 hereof. As of the Lien created Closing Date, Schedule 1.1B lists each of the real properties in the Mortgaged Properties may be subject to United States owned in fee simple by the Liens permitted by subsection 8.3)Company or any of its Subsidiaries having a value, in the reasonable opinion of the Company, in excess of $15,000,000. (c) This Agreement and the Obligations constitute an “Other First Lien Agreement” and “Other First Lien Obligations”, respectively, under and as defined in the Intercreditor Agreement. (d) As of the Closing Date, the Discharge of PP&E Credit Agreement Secured Obligations under and as defined in the Intercreditor Agreement has occurred.

Security Documents. (a%3) The Guarantee and Collateral Agreement is effective to create in favor of the Administrative Agent, for the benefit of the Secured Parties, a legal, valid and enforceable security interest in the Collateral described therein and proceeds thereof thereof, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, or similar laws affecting creditors’ rights generally and by general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law). In the case of the Pledged Stock that are Securities (as defined in the UCC) described in the Guarantee and Collateral Agreement, when stock certificates representing such Pledged Stock are delivered to the Administrative Term Loan Security Agent (together with a properly completed and signed stock power or endorsement), and in the case of the other Collateral in which a security interest can be perfected under the relevant UCC by filing a UCC financing statement and described in the Guarantee and Collateral Agreement, when financing statements and other filings specified on Schedule 5.18 in appropriate form are filed in the offices specified on Schedule 5.18, the Guarantee and Collateral Agreement shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral and the proceeds thereof, as security for the Obligations (as defined in the Guarantee and Collateral Agreement), in each case case, prior and superior in right to any other Person (except, in the case of Collateral other than Pledged Stock, Liens permitted by subsection Section 8.3 and, in the case of Collateral consisting of Pledged Stock, inchoate Liens permitted by Section 8.3(a) and/or (b) arising by operation of law) (subject to the terms of the ABL/Term Loan Intercreditor Agreement and the Liens granted under the Term Loan Security Documents). (ba) Each of the Mortgages upon proper filing is effective to create in favor of the Administrative Agent, for the benefit of the Secured Parties, a legal, valid and enforceable Lien on the Mortgaged Properties described therein and proceeds thereof except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, or similar laws affecting creditors’ rights generally and by general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law), and when the Mortgages are filed in the appropriate recording offices, each such Mortgage shall constitute a valid and enforceable Lien with record notice to third parties on all right, title and interest of the Loan Parties in the Mortgaged Properties and the proceeds thereof, as security for the Obligations (as defined in the relevant Mortgage), in each case prior and superior in right to any other Person (except that that the Lien created in the Mortgaged Properties may be subject to the Liens permitted by subsection Section 8.3).

Security Documents. (a) The Guarantee and Collateral Agreement is effective to create in favor of the Administrative Agent, for the benefit of the Secured PartiesLenders, a legal, valid and enforceable security interest in the Collateral described therein and proceeds thereof (except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, moratorium or similar laws affecting relating to or limiting creditors’ rights generally or by equitable principles relating to enforceability) security interest in the Collateral (other than the Mortgaged Properties) described therein and by general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law)proceeds thereof. In the case of the Pledged Stock that are Securities (as defined in the UCC) and Pledged Notes described in the Guarantee and Collateral Agreement, when stock any certificates representing such Pledged Stock or promissory notes representing Pledged Notes, as applicable, are delivered to the Administrative Agent (together with a properly completed and signed stock power or endorsement)Agent, and in the case of the other Collateral in which a security interest can be perfected under the relevant UCC by filing a UCC financing statement and described in the Guarantee and Collateral Agreement, Agreement when financing statements and other filings specified on Schedule 5.18 in appropriate form are filed in the offices specified on Schedule 5.186.19(a) (which financing statements have been duly completed and delivered to the Administrative Agent), when deposit account control agreements have been executed by the Administrative Agent, the account holder and the relevant depository institution, and such other filings or agreements as are specified on Schedule 3 to the Guarantee and Collateral Agreement, when, for Collateral consisting of registered and applied for United States patents, trademarks and copyrights, the filings described in the immediately following sentence have been made (all documentation in respect of which other filings have been or will have been duly completed and executed and delivered to the Administrative Agent on or prior to the Closing Date except as otherwise set forth on Schedule 8.10 hereto), the Guarantee and Collateral Agreement shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral and the proceeds thereof, as security for the Obligations (as defined in the Guarantee and Collateral Agreement), in each case prior and superior in right to any other Person (except, in the case of Collateral other than Pledged Stock, Liens permitted by subsection 8.3 and, in the case of Collateral consisting of Pledged Stock, inchoate Liens arising by operation of law). (b) Each of the Mortgages upon proper filing is effective to create in favor of the Administrative Agent, for the benefit of the Secured Parties, a legal, valid and enforceable Lien on the Mortgaged Properties described therein and proceeds thereof except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, or similar laws affecting creditors’ rights generally and by general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law), and when the Mortgages are filed in the appropriate recording offices, each such Mortgage shall constitute a valid and enforceable Lien with record notice to third parties on all right, title and interest of the Loan Parties in the Mortgaged Properties and the proceeds thereof, as security for the Obligations (as defined in the relevant Mortgage)Obligations, in each case prior and superior in right to any other Person (except (i) in the case of Collateral other than Pledged Stock, Permitted Liens and (ii) in the case of Collateral consisting of Pledged Stock, (x) only those Permitted Liens that that are nonconsensual or (y) Liens securing pari passu secured Refinancing Notes, pari passu secured Refinancing Term Facilities, pari passu secured Replacement Revolving Facilities, pari passu Incremental Term Facilities, pari passu secured Incremental Revolving Facilities or pari passu secured Indebtedness under Section 9.3(c)). In the case of Collateral consisting of issued, registered and applied for United States patents, trademarks or copyrights, to the extent required by applicable Federal law, filings made at the United States Patent and Trademark Office and the United States Copyright Office shall perfect the Lien and security interest created under the Guarantee and Collateral Agreement in all right, title and interest of the Loan Parties in such Collateral and the proceeds thereof (subject to the limitations and requirements set forth in the Guarantee and Collateral Agreement) as security for the Obligations, in each case prior and superior in right to any other Person (subject to Permitted Liens); provided, however, that additional filings to be made at the United States Patent and Trademark Office and the United States Copyright Office may be necessary to perfect the security interest in any Intellectual Property acquired after the date hereof. Schedule 6.19(a)-2 lists, as of the Closing (a) 3. Notwithstanding the foregoing, neither the Borrower nor any other Loan Party makes any representation or warranty as to the effects of perfection or non-perfection, the priority or the enforceability of any pledge of or security interest (other than with respect to those pledges and security interests (if any) made under the Laws of the jurisdiction of formation of the applicable Foreign Subsidiary) in any Capital Stock or assets of any Foreign Subsidiary, or as to the rights and remedies of the Agent or any Lender with respect thereto, under foreign law. (b) Each of the Mortgages, when filed (or which have been filed) in the offices specified on Schedule 6.19(b), will be in form sufficient to create in favor of the Administrative Agent, for the benefit of the Lenders, a legal, valid and enforceable (except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws relating to or limiting creditors’ rights generally or by equitable principles relating to enforceability) Lien on the Mortgaged Properties described therein and proceeds thereof; and shall upon due filing constitute a first priority perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in the Mortgaged Properties may be subject described therein and the proceeds thereof, as security for the Obligations, in each case prior and superior in right to any other Person (other than Persons holding Permitted Liens or other encumbrances or rights permitted hereunder or by the Liens permitted by subsection 8.3relevant Mortgage).

Security Documents. (a) The Guarantee and Collateral Agreement is effective to create in favor of the Administrative Collateral Agent, for the benefit of the Secured Parties, a legal, valid and enforceable security interest in the Collateral described therein and proceeds thereof except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, or similar laws affecting creditors’ rights generally and by general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law)thereof. In the case of the Pledged Stock that are Securities and Pledged Notes (as defined in the UCCGuarantee and Collateral Agreement) described in the Guarantee and Collateral Agreement, when stock certificates representing such Pledged Stock and Pledged Notes are delivered to the Administrative Agent (together with a properly completed and signed stock power or endorsement)Collateral Agent, and in the case of the other Collateral in which a security interest can be perfected under the relevant UCC by filing a UCC financing statement and described in the Guarantee and Collateral Agreement (other than the Intellectual Property, as defined in the Guarantee and Collateral Agreement), when financing statements and other filings specified on Schedule 5.18 in appropriate form are filed in the offices specified on Schedule 5.183.18 (as updated by the Borrower from time to time in accordance with Section 5.03), the Guarantee and Collateral Agreement shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the RHDI Loan Parties in such Collateral and the proceeds thereof, as security for the Obligations to the extent perfection can be obtained by filing Uniform Commercial Code financing statements, or in the case of Pledged Stock and Pledged Notes, by possession or control, in each case prior and superior in right to any other Person (except, in the case of Collateral other than Pledged Stock and Pledged Notes, Liens permitted by Section 6.02(a)). (b) When the Guarantee and Collateral Agreement or a summary thereof is properly filed in the United States Patent and Trademark Office and the United States Copyright Office, and, with respect to Collateral in which a security interest cannot be perfected by such filings, upon the proper filing of the financing statements referred to in paragraph (a) above, the Guarantee and Collateral Agreement and such financing statements shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the grantors thereunder in the Intellectual Property (as defined in the Guarantee and Collateral Agreement), in each case prior and superior in right to any other Person (except, it being understood that subsequent recordings in the case of Collateral other than Pledged StockUnited States Patent and Trademark Office and the United States Copyright Office may be necessary to perfect a lien on registered trademarks and patents, Liens permitted trademark and patent applications and registered copyrights acquired by subsection 8.3 and, in the case of Collateral consisting of Pledged Stock, inchoate Liens arising by operation of lawgrantors after the date hereof). (bc) Each of The Mortgages, if any, entered into on or prior to the Mortgages upon proper filing is Closing Date or after the Closing Date pursuant to Section 5.12 are or when entered shall be effective to create in favor of the Administrative Collateral Agent, for the ratable benefit of the Secured Parties, a legal, valid and enforceable Lien on all of the RHDI Loan Parties’ right, title and interest in and to the Mortgaged Properties described therein Property thereunder and the proceeds thereof except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, or similar laws affecting creditors’ rights generally and by general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law)thereof, and when the such Mortgages are filed in the appropriate recording proper real estate filing offices, each such Mortgage Mortgages shall constitute a valid fully perfected Lien on, and enforceable Lien with record notice to third parties on security interest in, all right, title and interest of the RHDI Loan Parties in the such Mortgaged Properties Property and the proceeds thereof, as security for the Obligations (as defined in the relevant Mortgage), in each case prior and superior in right to any other Person (except that that the Lien created in the Mortgaged Properties may be subject Person, other than with respect to the rights of Person pursuant to Liens expressly permitted by subsection 8.3Section 6.02(a).

Security Documents. (a) The Except to the extent otherwise noted therein, each Guarantee and Collateral Agreement is effective to create in favor of the Administrative Agent, for the benefit of the Secured PartiesLenders (or, where required by law, in favor of each Lender), a legal, valid and enforceable security interest in the Collateral described therein and proceeds thereof except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, or similar laws affecting creditors’ rights generally and by general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law)thereof. In the case of the Pledged Stock that are Securities (as described and defined in the UCC) described in the each Guarantee and Collateral Agreement, except to the extent otherwise noted therein, when stock certificates representing such Pledged Stock are delivered to the Administrative Agent (together with a properly completed and signed stock power or endorsement)Agent, and in the case of the other Collateral described and defined in which a security interest can be perfected under the relevant UCC by filing a UCC financing statement and described in the each Guarantee and Collateral Agreement, except to the extent otherwise noted therein, when financing statements and other filings specified on Schedule 5.18 4.19(a) in appropriate form are filed in the offices specified on Schedule 5.184.19(a), the each Guarantee and Collateral Agreement shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral and the proceeds thereof, as security for the Obligations (as defined in the Guarantee and Collateral AgreementAgreements), in each case prior and superior in right to any other Person (except, in the case of Collateral other than Pledged Stock, Liens permitted by subsection 8.3 and7.1). The pledge of the Capital Stock of any Excluded Foreign Subsidiary will be limited to 65% of the Capital Stock of such Excluded Foreign Subsidiary. The obligations of a Foreign Subsidiary Borrower (other than Scotts Treasury EEIG) shall be secured by 100% of the Capital Stock of such Foreign Subsidiary Borrower, in 100% of the case Capital Stock of Collateral consisting each first-tier Subsidiary of Pledged Stocksuch Foreign Subsidiary Borrower that is not an Excluded Foreign Subsidiary and 65% of the Capital Stock of the each first-tier Subsidiary of such Foreign Subsidiary Borrower that is an Excluded Foreign Subsidiary, inchoate Liens arising by operation but no other assets of law)Foreign Subsidiaries of the Borrower shall be pledged as collateral security. (b) Each of the Mortgages is or upon proper filing is execution and delivery will be effective to create in favor of the Administrative Agent, for the benefit of the Secured PartiesLenders, a legal, valid and enforceable Lien on the Mortgaged Properties described therein and proceeds thereof except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, or similar laws affecting creditors’ rights generally and by general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law)thereof, and when the Mortgages are filed in the appropriate recording officesoffices specified on Schedule 4.19(b), each such Mortgage shall constitute a valid fully perfected Lien on, and enforceable Lien with record notice to third parties on security interest in, all right, title and interest of the Loan Parties in the Mortgaged Properties and the proceeds thereof, as security for the Obligations (as defined in the relevant Mortgage), in each case prior and superior in right to any other Person (except that that the Lien created in the Mortgaged Properties may be subject to the Liens permitted by subsection 8.3).

Security Documents. (a) The Guarantee Guaranty and Collateral Agreement is is, and after the execution and delivery thereof, each other Security Document will be, effective to create in favor of the Administrative Collateral Agent, for the benefit of the Secured Parties, a legal, valid and enforceable security interest in the Collateral described therein and proceeds thereof except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, or similar laws affecting creditors’ rights generally and by general principles subject to the third sentence of equity (regardless of whether enforcement is sought in a proceeding in equity or at law)this paragraph. In the case of any certificated Equity Ownership Interests pledged under the Pledged Stock that are Securities (as defined in the UCC) described in the Guarantee Guaranty and Collateral Agreement, when stock certificates representing such Pledged Stock certificated Equity Ownership Interests are delivered to the Administrative Agent (together with a properly completed Agent, in the case of Pledged Notes described in the Guaranty and signed stock power or endorsement)Collateral Agreement, when the intercompany promissory notes representing such Pledged Notes and in the case of the other Collateral in which a security interest can be perfected under the relevant UCC by filing a UCC financing statement and described in the Guarantee Guaranty and Collateral Agreement, when financing statements and other filings specified on Schedule 5.18 in the opinion delivered pursuant to Section 4.01(g) (or otherwise notified to the Administrative Agent) in appropriate form are filed in the offices specified on Schedule 5.18Annex B to the Guaranty and Collateral Agreement (or otherwise notified to the Administrative Agent), the Guarantee Guaranty and Collateral Agreement shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral and the proceeds thereof, as security for the Obligations (as defined in the Guarantee Guaranty and Collateral Agreement), subject to no other Liens other than Permitted Liens and in each case prior to and superior in right to any other Person except for such Permitted Liens as have priority under applicable law. The recordation of (exceptx) the Grant of Security Interest in U.S. Patents and (y) the Grant of Security Interest in U.S. Trademarks in the respective form attached to the Guaranty and Collateral Agreement, in the each case of Collateral other than Pledged Stock, Liens permitted by subsection 8.3 and, in the case United States Patent and Trademark Office, together with filings on Form UCC-1 made pursuant to the Guaranty and Collateral Agreement, will create, as may be perfected by such filings and recordation, a perfected security interest in the United States trademarks and patents covered by the Guaranty and Collateral Agreement, and the recordation of the Grant of Security Interest in U.S. Copyrights in the form attached to the Guaranty and Collateral consisting of Pledged StockAgreement with the United States Copyright Office, inchoate Liens arising together with filings on Form UCC-1 made pursuant to the Guaranty and Collateral Agreement, will create, as may be perfected by operation of law)such filings and recordation, a perfected security interest in the United States copyrights covered by the Guaranty and Collateral Agreement. (b) Each of Initial Mortgage is, and after the Mortgages upon proper filing is execution and delivery thereof each Additional Mortgage will be, effective to create a legal, valid and enforceable perfected security interest in and mortgage lien on the respective Mortgaged Property covered thereby in favor of the Administrative Agent, Collateral Agent (or such other trustee as may be required or desired under local law) for the benefit of the Secured Parties, a legal, valid and enforceable Lien on . Upon the Mortgaged Properties described therein and proceeds thereof except as recording of any such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, or similar laws affecting creditors’ rights generally and by general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law), and when the Mortgages are filed Mortgage in the appropriate recording officesoffice or offices specified therein for the recording thereof, each such Mortgage shall constitute a valid fully perfected Lien on, and enforceable Lien with record notice to third parties on security interest in, all rightrights, title and interest of the Loan Parties in the Mortgaged Properties and the proceeds thereof, Property covered thereby as security for the Obligations (as defined in obligations purported to the relevant Mortgage)secured thereby, in each case subject to no Liens other than Permitted Encumbrances, prior and superior in right to any other Person (except that that the Lien created in the Mortgaged Properties may be subject to the Liens permitted by subsection 8.3)Persons.