Common use of Validity, Perfection and Priority of Security Interests Clause in Contracts

Validity, Perfection and Priority of Security Interests. (a) By complying with Section 4.1 hereof, the Debtor will have created a valid security interest in favor of the Agent in all existing Collateral and in all identifiable Proceeds of such Collateral, which security interest (except in respect of Collateral not located at a facility identified on Schedule 3.7 hereto and motor vehicles for which the exclusive manner of perfecting a security interest therein is by noting such security interest in the certificate of title in accordance with local law) would be prior to the claims of a trustee in bankruptcy under Section 544(a) of the Bankruptcy Code. Continuing compliance by the Debtor with the provisions of Section 4.2 hereof will also (i) create valid security interests in all Collateral acquired after the date hereof and in all identifiable Proceeds of such Collateral and (ii) cause such security interests in all Collateral and in all Proceeds which are (A) identifiable cash Proceeds of Collateral covered by financing statements required to be filed hereunder, (B) identifiable Proceeds in which a security interest may be perfected by such filing under the UCC and (C) any Proceeds in the Cash Collateral Account to be duly perfected under the UCC, in each case prior to the claims of a trustee in bankruptcy under the Bankruptcy Code (except in respect of Collateral not located at a facility identified on Schedule 3.5 hereto). (b) The security interests of the Agent in the Collateral located at the facilities identified on Schedule 3.5 hereto rank first in priority. Other than financing statements or other similar documents perfecting the security interests in favor of the Agent, no financing statements, deeds of trust, mortgages or similar documents covering all or any part of the Collateral are on file or of record in any government office in any jurisdiction in which such filing or recording would be effective to perfect a security interest in such Collateral, nor is any of the Collateral in the possession of any Person (other than the Debtor) asserting any claim thereto or security interest therein.

Validity, Perfection and Priority of Security Interests. (a1) By complying with Section 4.1 hereofVI(B)(1), the Debtor Borrower will have created a valid security interest in favor of the Agent Bank in all existing Collateral and in all identifiable Proceeds of such Collateral, which security interest (except in respect of Collateral not located at a facility identified on Schedule 3.7 hereto and motor vehicles for which the exclusive manner of perfecting a security interest therein is by noting such security interest in on the certificate of title in accordance with local law) would be prior to the claims of a trustee in bankruptcy under Section 544(a) of the federal Bankruptcy Code. Continuing compliance by the Debtor Borrower with the provisions of Section 4.2 hereof VI(B)(2) will also (ia) create valid security interests in all Collateral acquired after the date hereof and in all identifiable Proceeds of such Collateral and (iib) cause such security interests in all Collateral and in all Proceeds which are (Ai) identifiable cash Proceeds of Collateral covered by financing statements required to be filed hereunder, (Bii) identifiable Proceeds in which a security interest may be perfected by such filing under the UCC and (Ciii) any Proceeds in the Cash Collateral Account to be duly perfected under the UCC, in each case prior to the claims of a trustee in bankruptcy under the federal Bankruptcy Code (except in respect of Collateral not located at a facility identified on Schedule 3.5 hereto)Code. (b2) The security interests of the Agent Bank in the Collateral located at the facilities identified on Schedule 3.5 hereto rank first in priority. Other than financing statements or other similar documents perfecting the security interests in favor of the AgentBank, no financing statements, deeds of trust, mortgages statements or similar documents covering all or any part of the Collateral are on file or of record in any government office in any jurisdiction in which such filing or recording would be effective to perfect a security interest in such Collateral, nor is any of the Collateral in the possession of any Person person (other than the DebtorBorrower) asserting any claim thereto or security interest therein.

Validity, Perfection and Priority of Security Interests. (a) By complying with Section 4.1 hereof4.1, the Debtor Lessee will have created a valid security interest in favor of the Agent Lender in Lessee's interest in all existing Collateral and in all identifiable Proceeds proceeds of such Collateral, which security interest (except in respect of Collateral not located at a facility identified on Schedule 3.7 hereto and motor vehicles for which the exclusive manner of perfecting a security interest therein is by noting such security interest in on the certificate of title in accordance with local law) would be prior to the claims of a trustee in bankruptcy under Section 544(a) of the United States Bankruptcy Code. Continuing compliance by the Debtor Lessee with the provisions of Section 4.2 hereof will also (i) create valid security interests in Lessee's interest in all Collateral acquired after the date hereof and in all identifiable Proceeds proceeds of such Collateral and and, (ii) cause such security interests in all Collateral and in all Proceeds proceeds which are (A) identifiable cash Proceeds proceeds of Collateral covered by financing statements required to be filed hereunder, and (B) identifiable Proceeds proceeds in which a security interest may be perfected by such filing under the UCC and (C) any Proceeds in the Cash Collateral Account to be duly perfected under the UCC, in each case prior to the claims of a trustee in bankruptcy under the Bankruptcy Code (except in respect of Collateral not located at a facility identified on Schedule 3.5 hereto). (b) The Lessee has not granted a security interests interest in any of the Agent in the Collateral located at the facilities identified on Schedule 3.5 hereto rank first in priorityto any person other than Lender. Other than financing statements or other similar documents perfecting the security interests in favor or deed of the Agenttrust liens of Lender, no financing statements, deeds of trust, mortgages or similar documents covering all or any part of the Collateral are on file or of record in any government office in any jurisdiction in which such filing or recording would be effective to perfect a security interest in such Collateral, nor is any of the Collateral in the possession of any Person person (other than the DebtorLessee) asserting any claim thereto or security interest therein.

Validity, Perfection and Priority of Security Interests. (a) By complying with Section 4.1 hereof, the Debtor will have created a valid security interest in favor of the Agent in all existing Collateral and in all identifiable Proceeds of such Collateral, which security interest (except in respect of Collateral not located at a facility identified on Schedule 3.7 3.5 hereto and motor vehicles for which the exclusive manner of perfecting a security interest therein is by noting such security interest in the certificate of title in accordance with local law) would be prior to the claims of a trustee in bankruptcy under Section 544(a) of the Bankruptcy Code. Continuing compliance by the Debtor with the provisions of Section 4.2 hereof will also (i) create valid security interests in all Collateral acquired after the date hereof and in all identifiable Proceeds of such Collateral and (ii) cause such security interests in all Collateral and in all Proceeds which are (A) identifiable cash Proceeds of Collateral covered by financing statements required to be filed hereunder, (B) identifiable Proceeds in which a security interest may be perfected by such filing under the UCC and (C) any Proceeds in the Cash Collateral Account to be duly perfected under the UCC, in each case prior to the claims of a trustee in bankruptcy under the Bankruptcy Code (except in respect of Collateral not located at a facility identified on Schedule 3.5 hereto). (b) The security interests of the Agent in the Collateral located at the facilities identified on Schedule 3.5 hereto rank first second in priority, subordinate only to the security interests granted to First Union pursuant to the First Union Security Agreement. Other than financing statements or other similar documents perfecting the security interests in favor of First Union pursuant to the First Union Security Agreement and those financing statements or other similar documents perfecting the security interests in favor of the Agent, no financing statements, deeds of trust, mortgages or similar documents covering all or any part of the Collateral are on file or of record in any government office in any jurisdiction in which such filing or recording would be effective to perfect a security interest in such Collateral, nor is any of the Collateral in the possession of any Person (other than the Debtor) asserting any claim thereto or security interest therein.

Validity, Perfection and Priority of Security Interests. (a) By complying with Section 4.1 hereof, the Debtor will have created a valid security interest in favor of the Agent in all existing Collateral and in all identifiable Proceeds of such Collateral, which security interest (except in respect of Collateral not located at a facility identified on Schedule 3.7 hereto and motor vehicles for which the exclusive manner of perfecting a security interest therein is by noting such security interest in the certificate of title in accordance with local law) would be prior to the claims of a trustee in bankruptcy under Section 544(a) of the Bankruptcy Code. Continuing compliance by the Debtor with the provisions of Section 4.2 hereof will also (i) create valid security interests in all Collateral acquired A UCC-1 financing statement naming such Obligor as debtor and the Administrative Agent as secured party has previously been or will be filed within 3 Domestic Business Days after the date hereof and in all identifiable Proceeds each of the jurisdictions referred to in Section 2(c) with respect to such Collateral and Obligor. (ii) cause such security interests in all Collateral and in all Proceeds which are (A) identifiable cash Proceeds of Collateral covered by financing statements required to be filed hereunder, (B) identifiable Proceeds in which a security interest may be perfected by such filing under the UCC and (C) any Proceeds in the Cash Collateral Account to be duly perfected under the UCC, in each case prior to the claims of a trustee in bankruptcy under the Bankruptcy Code (except in respect of Collateral not located at a facility identified on Schedule 3.5 hereto). (b) The security interests of the Agent in the Collateral located at the facilities identified on Schedule 3.5 hereto rank first in priority. Other than financing statements or other similar documents perfecting the Security Interests constitute valid security interests in favor of the AgentAdministrative Agent for the benefit of the Secured Parties. The Security Interests constitute perfected security interests in favor of the Administrative Agent for the benefit of the Secured Parties (or, solely with respect to the Pledged Equity Interests of any Issuer that is a Foreign Subsidiary being pledged by any Obligor hereunder, will constitute perfected security interests in favor of the Administrative Agent for the benefit of the Secured Parties upon the completion of all the actions described in the immediately succeeding sentence with respect to such Pledged Equity Interests). With respect to the Pledged Equity Interests of any Issuer that is a Foreign Subsidiary being pledged by an Obligor hereunder, such Obligor will take, or will cause to be taken, in each case within 90 Domestic Business Days after the date hereof (or such longer period as the Administrative Agent may agree), all actions that are necessary or appropriate, or that the Administrative Agent has reasonably requested, in order to perfect, or to preserve the perfection of, the Security Interests in such Pledged Equity Interests in accordance with the laws of the jurisdiction of incorporation of such Issuer (including, without limitation, the execution of an additional pledge agreement governed by the laws of such jurisdiction or an amendment to any such existing agreement and, if required, the registration of the Security Interests in the shareholder book of such Issuer). (iii) Other than as set forth in the preceding clauses of this Section, no financing statementsregistration, deeds of trustrecordation or filing with any governmental body, mortgages agency or similar documents covering all official or any part other Person is required in connection with the execution or delivery of this Agreement or necessary for the validity or enforceability hereof or for the perfection or enforcement of the Collateral are on file or of record Security Interests in any government office in any jurisdiction in which such filing or recording would be effective to perfect a security interest in such Collateral, nor is any of the Collateral in the possession of any Person Obligor. (other than iv) Neither such Obligor nor any of its Subsidiaries has performed or will perform any acts which could reasonably be expected to prevent the Debtor) asserting Administrative Agent from enforcing any claim thereto of the terms and conditions of this Agreement or security interest thereinwhich would limit the Administrative Agent in any such enforcement.

Validity, Perfection and Priority of Security Interests. (a) By complying with Section 4.1 hereof4.01 and by delivering all certificates or instruments, if any, representing or evidencing the Collateral to the Agent, the Debtor Pledgor will have created a valid and duly perfected security interest in favor of the Agent for the benefit of the Secured Parties as security for the due and punctual payment and performance of all Secured Obligations of the Pledgor in all existing Collateral and in all identifiable Proceeds of such Collateral, as to which security interest (except in respect of Collateral not located at a facility identified on Schedule 3.7 hereto and motor vehicles for which the exclusive manner of perfecting a security interest therein is may be perfected by noting such security interest in (i) filing UCC-1 financing statements and or (ii) possession, as the certificate of title in accordance with local law) would be prior to the claims of a trustee in bankruptcy under Section 544(a) of the Bankruptcy Codecase may be. Continuing compliance by the Debtor Pledgor with the provisions of Section 4.2 hereof 4.02 will also (i) create and duly perfect valid security interests in all Collateral acquired by the Pledgor or otherwise coming into existence after the date hereof and in all identifiable Proceeds of such Collateral to the extent a security interest therein may be perfected by (x) filing UCC financing statements or (y) possession, as the case may be, as security for the due and punctual payment of all Secured Obligations of the Pledgor and (ii) cause such security interests in all Collateral and in all Proceeds which are (A) identifiable cash Proceeds of Collateral covered by financing statements required to be filed hereunder, hereunder and (B) identifiable Proceeds in which a security interest may be perfected by such filing under the UCC and (C) any Proceeds in the Cash Collateral Account UCC, to be duly perfected under the UCC, in each case prior to the claims of a trustee in bankruptcy under the Bankruptcy Code (except in respect of Collateral not located at a facility identified on Schedule 3.5 hereto). (b) The security interests of the Agent and the other Secured Parties in the Collateral located at are first priority security interests to the facilities identified on Schedule 3.5 hereto rank first in priorityextent that a security interest therein may be perfected by (x) filing UCC financing statements or (y) possession, as the case may be. Other than (i) financing statements or other similar documents perfecting the security interests in favor of the Agent, Agent and (ii) no financing statements, deeds of trust, mortgages statements or similar documents covering all or any part of the Collateral are on file or of record in any government office in any jurisdiction in which such filing or recording would be effective to perfect a security interest in such Collateral, nor is any of the Collateral Collateral, possession of which is required for the perfection of a security interest therein, in the possession of any Person person (other than the DebtorPledgor) asserting any claim thereto or security interest therein.. EXHIBIT M

Validity, Perfection and Priority of Security Interests. (a) By complying with Section 4.1 hereof, the Debtor will have created The Security Interest constitutes a valid security interest in favor under the UCC securing the Credit Obligations. (b) When Uniform Commercial Code financing statements stating that the same covers “all assets of the Agent Debtor”, “all personal property of the Debtor” or words of similar import or containing the description of Collateral set forth on Exhibit E hereto shall have been timely and properly filed in the offices specified in Schedule 4.01 hereto, the Security Interests will constitute a Requisite Priority Lien in all existing Collateral right, title and in all identifiable Proceeds interest of such Collateral, which security interest (except Loan Party in respect of the Collateral not located at a facility identified on Schedule 3.7 hereto and motor vehicles for which to the exclusive manner of perfecting extent that a security interest therein is may be perfected by noting filing pursuant to the UCC, prior to all other Liens and right of others therein except for Permitted Liens. (c) When each Patent and Trademark Agreement has been timely and properly filed with the United States Patent and Trademark Office and each Copyright Agreement has been filed with the United States Copyright Office, the Security Interest will constitute a Requisite Priority Lien in all right, title and interest of such security interest Loan Party in the certificate of title in accordance with local law) would be prior Recordable Intellectual Property therein described to the claims of a trustee in bankruptcy under Section 544(a) of the Bankruptcy Code. Continuing compliance by the Debtor with the provisions of Section 4.2 hereof will also (i) create valid security interests in all Collateral acquired after the date hereof and in all identifiable Proceeds of such Collateral and (ii) cause such security interests in all Collateral and in all Proceeds which are (A) identifiable cash Proceeds of Collateral covered by financing statements required to be filed hereunder, (B) identifiable Proceeds in which extent that a security interest therein may be perfected by such filing under the UCC and (C) any Proceeds in the Cash Collateral Account pursuant to be duly perfected under the UCCapplicable Law, in each case prior to the claims all other Liens and right of a trustee in bankruptcy under the Bankruptcy Code (others therein except in respect of Collateral not located at a facility identified on Schedule 3.5 hereto)for Permitted Liens. (bd) The security interests When each Account Control Agreement has been executed and delivered to the First Lien Collateral Agent or the Collateral Agent, as applicable, in accordance with the terms of the Agent Intercreditor Agreement, the Security Interest will constitute a Requisite Priority Lien in all right, title and interest of the Loan Parties in the Deposit Accounts and Securities Accounts, as applicable, subject thereto, prior to all other Liens other than Permitted Liens and rights of others therein and subject to no adverse claims except for Permitted Liens. (e) When each consent substantially in the form of Exhibit D hereto has been executed and delivered to the Collateral located at Agent, the facilities identified on Schedule 3.5 hereto rank first Security Interest will constitute a Requisite Priority Lien in priorityall right, title and interest of such Loan Party in the Letter-of-Credit Rights referred to therein, prior to all other Liens other than Permitted Liens and rights of others therein. (f) So long as such Loan Party is in compliance with the provisions of Section 4.13, the Security Interest will constitute a Requisite Priority Lien in all right, title and interest of such Loan Party in all Electronic Chattel Paper, prior to all other Liens other than Permitted Liens and rights of others therein. Other than financing statements or other similar documents perfecting the security interests The Security Interest created hereunder in favor of the Agent, no financing statements, deeds of trust, mortgages or similar documents covering all or any part Collateral Agent for the benefit of the Collateral are Credit Parties is prior to all other Liens on file or of record in any government office in any jurisdiction in which such filing or recording would be effective to perfect a security interest in such Collateral, nor is any of the Collateral in except for Permitted Liens having priority over the possession Collateral Agent’s Lien by operation of any Person (other than Law or otherwise as permitted under the Debtor) asserting any claim thereto or security interest thereinCredit Agreement.

Validity, Perfection and Priority of Security Interests. (a) By complying with Section 4.1 hereof, the Debtor Company will have created a valid perfected first priority security interest in favor of the Collateral Agent in all existing Collateral and in all identifiable Proceeds of such Collateral, which security interest Collateral subject only to Permitted Liens (except as such term is modified in respect of Collateral not located at a facility identified on Schedule 3.7 hereto and motor vehicles for which the exclusive manner of perfecting a security interest therein is by noting such security interest in the certificate of title in accordance with local lawSection 3.3(b) would be prior to the claims of a trustee in bankruptcy under Section 544(a) of the Bankruptcy Codehereof). Continuing compliance by the Debtor Company with the provisions of Section 4.2 hereof will also (i) create valid security interests in all Collateral acquired after the date hereof and in all identifiable Proceeds of such Collateral and (ii) cause such security interests in all Collateral and in all Proceeds which are (A) identifiable cash Proceeds of Collateral covered by financing statements required to be filed hereunder, hereunder and (B) identifiable Proceeds in which a security interest may be perfected by such filing under the UCC and (C) any Proceeds in the Cash Collateral Account to be duly perfected under the UCCbe, in each case case, prior to the claims of a trustee in bankruptcy under the United States Federal Bankruptcy Code (except in respect of Collateral not located at a facility identified on Schedule 3.5 hereto)Code. (b) The security interests of the Collateral Agent in the Collateral located at the facilities identified on Schedule 3.5 hereto Collateral, as set forth in Section 3.3(a) hereof, rank first in priority, except that the priority of the security interests may be subject to Permitted Liens (exclusive of those Permitted Liens described in paragraphs (g), (h), (j), (k) and (l) of the definition of Permitted Liens contained in Section 1.01 of the Indenture and exclusive of Liens described in clauses (iii), (iv) and (v) of the proviso set forth in Section 4.10 of the Indenture). Other Except as described in the immediately preceding sentence, other than financing statements or other similar documents perfecting the security interests in favor or deed of trust liens of the Collateral Agent, no financing statements, deeds of trust, mortgages or similar documents covering all or any part of the Collateral are on file or of record in any government office in any jurisdiction in which such filing or recording would be effective to perfect a security interest in such Collateral, nor is any of the Collateral in the possession of any Person (other than the DebtorCompany) asserting any claim thereto or security interest therein.

Validity, Perfection and Priority of Security Interests. (a) By complying with Section 4.1 hereof, the Debtor will have created The Security Interest constitutes a valid security interest in favor under the UCC securing the Senior Obligations. (b) When Uniform Commercial Code financing statements stating that the same covers “all assets of the Agent Debtor”, “all personal property of the Debtor” or words of similar import or containing the description of Collateral set forth on Exhibit E hereto shall have been filed in the offices specified in Schedule 4.01 hereto, the Security Interest will constitute a Requisite Priority Lien in all existing Collateral right, title and in all identifiable Proceeds interest of such Collateral, which security interest (except Loan Party in respect of the Collateral not located at a facility identified on Schedule 3.7 hereto and motor vehicles for which to the exclusive manner of perfecting extent that a security interest therein is may be perfected by noting filing pursuant to the UCC. (c) When each Patent and Trademark Agreement has been filed with the United States Patent and Trademark Office and each Copyright Agreement has been filed with the United States Copyright Office, the Security Interest will constitute a Requisite Priority Lien in all right, title and interest of such security interest Loan Party in the certificate of title in accordance with local law) would be prior Recordable Intellectual Property therein described to the claims of a trustee in bankruptcy under Section 544(a) of the Bankruptcy Code. Continuing compliance by the Debtor with the provisions of Section 4.2 hereof will also (i) create valid security interests in all Collateral acquired after the date hereof and in all identifiable Proceeds of such Collateral and (ii) cause such security interests in all Collateral and in all Proceeds which are (A) identifiable cash Proceeds of Collateral covered by financing statements required to be filed hereunder, (B) identifiable Proceeds in which extent that a security interest therein may be perfected by such filing under the UCC and (C) any Proceeds in the Cash Collateral Account pursuant to be duly perfected under the UCC, in each case prior to the claims of a trustee in bankruptcy under the Bankruptcy Code (except in respect of Collateral not located at a facility identified on Schedule 3.5 hereto)applicable Law. (bd) The security interests When each Account Control Agreement has been executed and delivered to the Senior Collateral Agent, the Security Interest will constitute a Requisite Priority Lien in all right, title and interest of the Agent Loan Parties in the Deposit Accounts and Securities Accounts, as applicable, subject thereto, prior to all other Liens other than Permitted Liens and rights of others therein. (e) When each consent substantially in the form of Exhibit D hereto has been executed and delivered to the Senior Collateral located at Agent, the facilities identified on Schedule 3.5 hereto rank first Security Interest will constitute a Requisite Priority Lien in priorityall right, title and interest of such Loan Party in the Letter-of-Credit Rights referred to therein, prior to all other Liens other than Permitted Liens and rights of others therein. (f) So long as such Loan Party is in compliance with the provisions of Section 4.13, the Security Interest will constitute a Requisite Priority Lien in all right, title and interest of such Loan Party in all electronic Chattel Paper, prior to all other Liens other than Permitted Liens and rights of others therein. Other than financing statements or other similar documents perfecting the security interests The Security Interest created hereunder in favor of the Agent, no financing statements, deeds of trust, mortgages or similar documents covering all or any part Senior Collateral Agent for the benefit of the Senior Finance Parties shall be prior to all other Liens on the Collateral are on file or except for Permitted Liens (exclusive of record those in any government office in any jurisdiction in which such filing or recording would be effective to perfect a security interest in such Collateral, nor is any favor of the Second Lien Collateral in Agent) having priority over the possession Senior Collateral Agent’s Lien by operation of any Person (other than Law or otherwise as permitted under the Debtor) asserting any claim thereto or security interest thereinCredit Agreement.

Validity, Perfection and Priority of Security Interests. (a) By complying with Section 4.1 hereof4.1, the Debtor will have created a valid security interest in favor of the Agent Bank in all existing Collateral and in all identifiable Proceeds of such Collateral, which security interest (except (1) in respect of Collateral not located at a facility identified on Schedule 3.7 hereto and motor vehicles for which the exclusive manner of perfecting a security interest therein is by noting such security interest in the certificate of title in accordance with local law, (2) to the extent filings are required with the U.S. Patent and Trademark Office or the Register of Copyrights to perfect a security interest, (3) to the extent control agreements are required to perfect a security interest, and (4) as may be required under applicable foreign law) would be prior to the claims of a trustee in bankruptcy under Section 544(a) of the United States federal Bankruptcy Code. Continuing compliance by the Debtor with the provisions of Section 4.2 hereof will also (i) create valid security interests in all Collateral acquired after the date hereof and in all identifiable Proceeds of such Collateral and (ii) cause such security interests in all Collateral and in all Proceeds which are (A) identifiable cash Proceeds of Collateral covered by financing statements required to be filed hereunder, (B) identifiable Proceeds in which a security interest may be perfected by such filing under the UCC and (C) any Proceeds in the Cash Collateral Account to be duly perfected under the UCC, in each case prior to the claims of a trustee in bankruptcy under the United States federal Bankruptcy Code (except (1) in respect of Collateral not located at motor vehicles for which the exclusive manner of perfecting a facility identified on Schedule 3.5 heretosecurity interest therein is by noting such security interest in the certificate of title in accordance with local law, (2) to the extent filings are required with the U.S. Patent and Trademark Office or the Register of Copyrights to perfect a security interest, (3) to the extent control agreements are required to perfect a security interest, and (4) as may be required under applicable foreign law). (b) The security interests of the Agent Bank in the Collateral located at the facilities identified on Schedule 3.5 hereto rank first in prioritypriority (except (1) in respect of motor vehicles for which the exclusive manner of perfecting a security interest therein is by noting such security interest in the certificate of title in accordance with local law, (2) to the extent filings are required with the U.S. Patent and Trademark Office or the Register of Copyrights to perfect a security interest, (3) to the extent control agreements are required to perfect a security interest, and (4) as may be required under applicable foreign law), except that the priority of the security interests may be subject to Permitted Liens. Other than financing statements or other similar documents perfecting the security interests in favor or deed of trust liens of the AgentBank, no financing statements, deeds of trust, mortgages or similar documents covering all or any part of the Collateral are on file or of record in any government office in any jurisdiction in which such filing or recording would be effective to perfect a security interest in such CollateralCollateral (except in favor of Foothill Capital Corporation or regarding Permitted Liens), nor is any of the Collateral in the possession of any Person (other than the Debtor) asserting any claim thereto or security interest therein.

Validity, Perfection and Priority of Security Interests. (a) By complying Upon the delivery of the Pledged Instruments and certificates representing the Pledged Stock to the Secured Party in accordance with Section 4.1 4 hereof, and the Debtor filing of UCC financing statements with the collateral description in the form specified in Exhibit A in the appropriate filing office in the jurisdiction specified on Schedule III, the Secured Party will have created a valid and perfected security interest interests in the Collateral subject to no prior Lien other than (i) Permitted Liens under and as defined in the Credit Agreement and (ii) on and after the Coleman Merger Effective Date, the Liens in favor of the Administrative Agent in all existing under the Coleman Collateral and in all identifiable Proceeds Documents. Except for the filing of such Collateral, which security interest (except in respect of Collateral not located at a facility identified on Schedule 3.7 hereto and motor vehicles for which the exclusive manner of perfecting a security interest therein is by noting such security interest UCC financing statements described in the certificate immediately preceding sentence, no registration, recordation or filing with any governmental body, agency or official is required in connection with the execution or delivery of title in accordance with local law) would be prior to this Agreement or necessary for the claims of a trustee in bankruptcy under Section 544(a) validity or enforceability hereof or for the perfection or enforcement of the Bankruptcy CodeSecurity Interests. Continuing compliance by Neither the Debtor with Grantor nor any of its Subsidiaries has performed or will perform any acts which might prevent the provisions of Section 4.2 hereof will also (i) create valid security interests in all Collateral acquired after the date hereof and in all identifiable Proceeds of such Collateral and (ii) cause such security interests in all Collateral and in all Proceeds which are (A) identifiable cash Proceeds of Collateral covered by financing statements required to be filed hereunder, (B) identifiable Proceeds in which a security interest may be perfected by such filing under the UCC and (C) Secured Party from enforcing any Proceeds in the Cash Collateral Account to be duly perfected under the UCC, in each case prior to the claims of a trustee in bankruptcy under the Bankruptcy Code (except in respect of Collateral not located at a facility identified on Schedule 3.5 hereto). (b) The security interests of the Agent terms and conditions of this Agreement or which would limit the Secured Party in any such enforcement other than the execution and delivery of the Coleman Collateral located at the facilities identified on Schedule 3.5 hereto rank first in priorityDocuments. Other than financing statements or other similar or equivalent documents perfecting or instruments with respect to the security interests in favor of the AgentSecurity Interests, no financing statementsstatement, deeds of trustmortgage, mortgages security agreement or similar documents or equivalent document or instrument covering all or any part of the Collateral are is on file or of record in any government office in any jurisdiction in which such filing or recording would be effective to perfect a security interest in Lien on such Collateral, nor . No Collateral is any of the Collateral in the possession of any Person (other than the DebtorGrantor) asserting any claim thereto or security interest therein, except that (x) the Secured Party or the Administrative Agent as its designee may have possession of Collateral as contemplated hereby and (y) on and after the Coleman Merger Effective Date, the Administrative Agent also may have possession of Collateral in its own right as contemplated by the Coleman Collateral Documents.

Validity, Perfection and Priority of Security Interests. (a1) By complying with Section 4.1 hereofVI(B)(1), the Debtor Borrower will have created a valid security interest in favor of the Agent Bank in all existing Collateral and in all identifiable Proceeds of such Collateral, which security interest (except in respect of Collateral not located at a facility identified on Schedule 3.7 hereto and motor vehicles for which the exclusive manner of perfecting a security interest therein is by noting such security interest in on the certificate of title in accordance with local law) would be prior to the claims of a trustee in bankruptcy under Section 544(a) of the federal Bankruptcy Code. Continuing compliance by the Debtor Borrower with the provisions of Section 4.2 hereof VI(B)(2) will also (ia) create valid security interests in all Collateral acquired after the date hereof and in all identifiable Proceeds of such Collateral and (iib) cause such security interests in all Collateral and in all Proceeds which are (Ai) identifiable cash Proceeds of Collateral covered by financing statements required to be filed hereunder, (Bii) identifiable Proceeds in which a security interest may be perfected by such filing under the UCC and (Ciii) any Proceeds in the Cash Collateral Account and the account used in connection with the Sweep Agreement to be duly perfected under the UCC, in each case prior to the claims of a trustee in bankruptcy under the federal Bankruptcy Code (except in respect of Collateral not located at a facility identified on Schedule 3.5 hereto)Code. (b2) The security interests of the Agent Bank in the Collateral located at the facilities identified on Schedule 3.5 hereto (other than Permitted Liens) rank first in priority. Other than financing statements or other similar documents perfecting the security interests in favor of the AgentBank or any Permitted Liens, no financing statements, deeds of trust, mortgages statements or similar documents covering all or any part of the Collateral are on file or of record in any government office in any jurisdiction in which such filing or recording would be effective to perfect a security interest in such Collateral, nor is any of the Collateral in the possession of any Person person (other than the DebtorBorrower) asserting any claim thereto or security interest therein.

Validity, Perfection and Priority of Security Interests. (a) By complying with Section 4.1 hereof, the Debtor will have created a valid security interest in favor of the Agent in all existing Collateral and in all identifiable Proceeds of such Collateral, which security interest (except in respect of Collateral not located at a facility identified on Schedule 3.7 3.5 hereto and motor vehicles for which the exclusive manner of perfecting a security interest therein is by noting such security interest in the certificate of title in accordance with local law) would be prior to the claims of a trustee in bankruptcy under Section 544(a) of the Bankruptcy Code. Continuing compliance by the Debtor with the provisions of Section 4.2 hereof will also (i) create valid security interests in all Collateral acquired after the date hereof and in all identifiable Proceeds of such Collateral and (ii) cause such security interests in all Collateral and in all Proceeds which are (A) identifiable cash Proceeds of Collateral covered by financing statements required to be filed hereunder, (B) identifiable Proceeds in which a security interest may be perfected by such filing under the UCC and (C) any Proceeds in the Cash Collateral Account to be duly perfected under the UCC, in each case prior to the claims of a trustee in bankruptcy under the Bankruptcy Code (except in respect of Collateral not located at a facility identified on Schedule 3.5 hereto). (b) The security interests of the Agent in the Collateral located at the facilities identified on Schedule 3.5 hereto rank first in priority. Other than financing statements or other similar documents perfecting the security interests in favor of the Agent, no financing statements, deeds of trust, mortgages or similar documents covering all or any part of the Collateral are on file or of record in any government office in any jurisdiction in which such filing or recording would be effective to perfect a security interest in such Collateral, nor is any of the Collateral in the possession of any Person (other than the Debtor) asserting any claim thereto or security interest therein.

Validity, Perfection and Priority of Security Interests. (a) By complying with Section 4.1 hereof4.1, the Debtor Borrower will have created a valid security interest in favor of the Agent Lender in all existing Collateral and in all identifiable Proceeds of such Collateral, which security interest (except in respect of Collateral not located at a facility identified on Schedule 3.7 hereto and motor vehicles for which the exclusive manner of perfecting a security interest therein is by noting such security interest in on the certificate of title in accordance with local law) would be prior to the claims of a trustee in bankruptcy under Section 544(a) of the United States Bankruptcy Code. Continuing compliance by the Debtor Borrower with the provisions of Section 4.2 hereof will also (i) create valid security interests in all Collateral acquired after the date hereof and in all identifiable Proceeds of such Collateral and and, (ii) cause such security interests in all Collateral and in all Proceeds which are (A) identifiable cash Proceeds of Collateral covered by financing statements required to be filed hereunder, (B) identifiable Proceeds in which a security interest may be perfected by such filing under the UCC UCC, and (C) any Proceeds in the Cash Collateral Account to be duly perfected under the UCC, in each case prior to the claims of a trustee in bankruptcy under the United States Bankruptcy Code (except in respect of Collateral not located at a facility identified on Schedule 3.5 hereto)Code. (b) The security interests of the Agent Lender in the Collateral located at the facilities identified on Schedule 3.5 hereto rank first in priority, second only to the rights of the secured party under the First Security Agreement. Other than financing statements or other similar documents perfecting the security interests in favor or deed of the Agenttrust liens of Lender, no financing statements, deeds of trust, mortgages or similar documents covering all or any part of the Collateral are on file or of record in any government office in any jurisdiction in which such filing or recording would be effective to perfect a security interest in such Collateral, nor is any of the Collateral in the possession of any Person (other than the DebtorBorrower) asserting any claim thereto or security interest therein.

Validity, Perfection and Priority of Security Interests. (a) By complying with Section 4.1 hereof4.1, the Debtor Borrower will have created a valid security interest in favor of the Agent Lender in all existing Collateral and in all identifiable Proceeds of such Collateral, which security interest (except in respect of Collateral not located at a facility identified on Schedule 3.7 hereto and motor vehicles for which the exclusive manner of perfecting a security interest therein is by noting such security interest in on the certificate of title in accordance with local law) would be prior to the claims of a trustee in bankruptcy under Section 544(a) of the United States Bankruptcy Code. Continuing compliance by the Debtor Borrower with the provisions of Section 4.2 hereof will also (i) create valid security interests in all Collateral acquired after the date hereof and in all identifiable Proceeds of such Collateral and and, (ii) cause such security interests in all Collateral and in all Proceeds which are (A) identifiable cash Proceeds of Collateral covered by financing statements required to be filed hereunder, (B) identifiable Proceeds in which a security interest may be perfected by such filing under the UCC UCC, and (C) any Proceeds in the Cash Collateral Account to be duly perfected under the UCC, in each case prior to the claims of a trustee in bankruptcy under the United States Bankruptcy Code (except in respect of Collateral not located at a facility identified on Schedule 3.5 hereto)Code. (b) The security interests of the Agent Lender in the Collateral located at the facilities identified on Schedule 3.5 hereto rank first in priority. Other than financing statements or other similar documents perfecting the security interests in favor or deed of the Agenttrust liens of Lender, no financing statements, deeds of trust, mortgages or similar documents covering all or any part of the Collateral are on file or of record in any government office in any jurisdiction in which such filing or recording would be effective to perfect a security interest in such Collateral, nor is any of the Collateral in the possession of any Person (other than the DebtorBorrower) asserting any claim thereto or security interest therein.

Validity, Perfection and Priority of Security Interests. (a) By complying with Section 4.1 hereofThe Security Interests constitute valid security interests under the UCC securing the Finance Obligations. (b) When Uniform Commercial Code financing statements shall have been filed in the offices specified in Schedule 4.01, the Debtor Security Interests will have created a valid constitute perfected security interest in favor of the Agent interests in all existing Collateral right, title and in all identifiable Proceeds interest of such Collateral, which security interest (except Loan Party in respect of the Collateral not located at a facility identified on Schedule 3.7 hereto and motor vehicles for which to the exclusive manner of perfecting extent that a security interest therein is may be perfected by noting such security interest in filing pursuant to the certificate of title in accordance with local law) would be UCC, prior to the claims all other Liens and rights of a trustee in bankruptcy under Section 544(aothers therein except for Permitted Liens. (c) of the Bankruptcy Code. Continuing compliance by the Debtor When each Patent and Trademark Agreement has been filed with the provisions of Section 4.2 hereof United States Patent and Trademark Office and each Copyright Agreement has been filed with the United States Copyright Office, the Security Interests will also (i) create valid constitute perfected security interests in all Collateral acquired after the date hereof right, title and in all identifiable Proceeds interest of such Collateral and (ii) cause such security interests Loan Party in all Collateral and in all Proceeds which are (A) identifiable cash Proceeds of Collateral covered by financing statements required the Recordable Intellectual Property therein described to be filed hereunder, (B) identifiable Proceeds in which the extent that a security interest therein may be perfected by such filing under the UCC and (C) any Proceeds in the Cash Collateral Account pursuant to be duly perfected under the UCCapplicable Law, in each case prior to the claims all other Liens and rights of a trustee in bankruptcy under the Bankruptcy Code (others therein except in respect of Collateral not located at a facility identified on Schedule 3.5 hereto)for Permitted Liens. (bd) The security interests of the Agent in When each Account Control Agreement has been executed and delivered to the Collateral located at Agent, the facilities identified on Schedule 3.5 hereto rank first in priority. Other than financing statements or other similar documents perfecting the Security Interests will constitute perfected security interests in favor all right, title and interest of the Loan Parties in the Deposit Accounts and Securities Accounts, as applicable, subject thereto, prior to all other Liens other than Permitted Liens and rights of others therein and subject to no adverse claims except for Permitted Liens. (e) When each consent substantially in the form of Exhibit E has been executed and delivered to the Collateral Agent, no financing statementsthe Security Interests shall constitute perfected security interests in all right, deeds title and interest of trust, mortgages or similar documents covering all or any part of the Collateral are on file or of record in any government office in any jurisdiction in which such filing or recording would be effective to perfect a security interest in such Collateral, nor is any of the Collateral Loan Party in the possession of any Person (Letter-of-Credit Rights referred to therein, prior to all other Liens other than the Debtor) asserting any claim thereto or security interest Permitted Liens and rights of others therein. (f) So long as such Loan Party is in compliance with the provisions of Section 4.15, the Security Interests shall constitute perfected security interests in all right, title and interest of such Loan Party in all electronic Chattel Paper, prior to all other Liens other than Permitted Liens and rights of others therein.

Validity, Perfection and Priority of Security Interests. (a) By complying with Section 4.1 hereof4.01 and by delivering all certificates or instruments, if any, representing or evidencing the Debtor Collateral to the Administrative Agent, each Pledgor will have created a valid and duly perfected security interest in favor of the Administrative Agent for the benefit of the Secured Parties as security for the due and punctual payment and performance of all Secured Obligations of such Pledgor in all existing Collateral and in all identifiable Proceeds of such Collateral, as to which a security interest may be perfected by (i) filing UCC financing statements and (ii) possession, which security interest (except in respect of Collateral not located at a facility identified on Schedule 3.7 hereto and motor vehicles for which the exclusive manner of perfecting a security interest therein is by noting such security interest in the certificate of title in accordance with local law) would be prior to the claims of a the trustee in bankruptcy under Section 544(a) of Title 11 of the United States Bankruptcy Code. Continuing compliance by the Debtor each Pledgor with the provisions of Section 4.2 hereof 4.02 will also (i) create and duly perfect valid security interests in all Collateral acquired by any Pledgor or otherwise coming into existence after the date hereof and in all identifiable Proceeds of such Collateral as security for the due and punctual payment of all Secured Obligations of each Pledgor and (ii) cause such security interests in all Collateral and in all Proceeds which are (A) identifiable cash Proceeds of Collateral covered by financing statements required to be filed hereunder, hereunder and (B) identifiable Proceeds in which a security interest may be perfected by such filing under the UCC and (C) any Proceeds in the Cash Collateral Account UCC, to be duly perfected under the UCC, in each case prior to the claims of a trustee in bankruptcy under the United States Bankruptcy Code (except in respect of Collateral not located at a facility identified on Schedule 3.5 hereto)Code. (b) The security interests of the Administrative Agent and the other Secured Parties in the Collateral located at the facilities identified on Schedule 3.5 hereto rank first in priority. Other than financing statements or other similar documents perfecting the security interests in favor of the Administrative Agent, no financing statements, deeds of trust, mortgages statements or similar documents covering all or any part of the Collateral are on file or of record in any government office in any jurisdiction in which such filing or recording would be effective to perfect a security interest in such Collateral, nor is any of the Collateral in the possession of any Person person (other than the Debtorsuch Pledgor) asserting any claim thereto or security interest therein.

Validity, Perfection and Priority of Security Interests. (a) By complying with Section 4.1 hereof, the Debtor will have created a valid security interest in favor of the Agent in all existing Collateral and in all identifiable Proceeds of such Collateral, which security interest (except in respect of Collateral not located at a facility identified on Schedule 3.7 hereto and motor vehicles for which the exclusive manner of perfecting a security interest therein is by noting such security interest in the certificate of title in accordance with local law) would be prior to the claims of a trustee in bankruptcy under Section 544(a) of the Bankruptcy Code. Continuing compliance by the Debtor with the provisions of Section 4.2 hereof will also (i) create The Security Interests constitute valid security interests in all Collateral acquired after the date hereof and in all identifiable Proceeds of such Collateral and (ii) cause such security interests in all Collateral and in all Proceeds which are (A) identifiable cash Proceeds of Collateral covered by financing statements required to be filed hereunder, (B) identifiable Proceeds in which a security interest may be perfected by such filing under the UCC and (C) any Proceeds in securing the Cash Collateral Account to be duly perfected under the UCC, in each case prior to the claims of a trustee in bankruptcy under the Bankruptcy Code (except in respect of Collateral not located at a facility identified on Schedule 3.5 hereto)Finance Obligations. (b) The security interests of the Term Loan Collateral Agent constitute perfected security interests in all right, title and interest of each Loan Party in the Collateral located at to the facilities identified on Schedule 3.5 hereto rank first in priority. Other than financing statements or other similar documents perfecting the security interests in favor of the Agent, no financing statements, deeds of trust, mortgages or similar documents covering all or any part of the Collateral are on file or of record in any government office in any jurisdiction in which such filing or recording would be effective to perfect extent that a security interest in such Collateraltherein may be perfected by filing pursuant to the UCC, nor is any prior to all other Liens and rights of others therein except for Permitted Liens. When (i) UCC-3 financing statement amendments naming the Collateral Agent as the secured party of record with respect to the UCC-1 financing statements listed on Schedule 4.01 hereto and (ii) UCC-1 financing statements naming the Collateral Agent as secured party and containing a description of the Collateral in the possession form specified in Exhibit E hereto shall have been filed in the respective offices specified in Schedule 4.01 hereto, the Security Interests will constitute perfected security interests in all right, title and interest of any Person (other than each Loan Party in the Debtor) asserting any claim thereto or Collateral to the extent that a security interest thereintherein may be perfected by filing pursuant to the UCC, prior to all other Liens and rights of others therein except for Permitted Liens. (c) When each Patent and Trademark Assignment has been filed with the United States Patent and Trademark Office and each Copyright Assignment has been filed with the United States Copyright Office, the Security Interests will (assuming that the financing statements referred to in paragraph (b) above have been filed in the appropriate filing offices) constitute perfected security interests in all right, title and interest of such Loan Party in the Recordable Intellectual Property therein described to the extent that a security interest therein may be perfected by filing in such office, prior to all other Liens and rights of others therein except for Permitted Liens. (d) When each Account Control Agreement has been executed and delivered to the Collateral Agent, the Security Interests will constitute perfected security interests in all right, title and interest of the Loan Parties in the Deposit Accounts and Securities Accounts, as applicable, subject thereto, prior to all other Liens and rights of others therein and subject to no adverse claims except for Permitted Liens. (e) So long as such Loan Party is in compliance with the provisions of Section 4.14 hereof, the Security Interests shall constitute perfected security interests in all right, title and interest of such Loan Party in all electronic Chattel Paper, prior to all other Liens and rights of others therein except for Permitted Liens.

Validity, Perfection and Priority of Security Interests. (a) By complying with Section 4.1 hereof, Upon the Debtor will have created a valid security interest in favor delivery of its Pledged Instruments and certificates representing its Pledged Stock to the Administrative Agent in all existing Collateral and in all identifiable Proceeds of such Collateral, which security interest (except in respect of Collateral not located at a facility identified on Schedule 3.7 hereto and motor vehicles for which the exclusive manner of perfecting a security interest therein is by noting such security interest in the certificate of title in accordance with local law) would be prior to Section 4 hereof and assuming that the claims Administrative Agent will at no time relinquish possession of a trustee in bankruptcy under Section 544(a) of such Pledged Instruments and certificates, the Bankruptcy Code. Continuing compliance by the Debtor with the provisions of Section 4.2 hereof Administrative Agent will also (i) create have valid and perfected security interests in all the Collateral acquired after the date hereof and in all identifiable Proceeds of such Collateral and (ii) cause such security interests in all Collateral and in all Proceeds which are (A) identifiable cash Proceeds of Collateral covered by financing statements required to be filed hereunder, (B) identifiable Proceeds in which a security interest may be perfected pledged by such filing under the UCC and (C) any Proceeds in the Cash Collateral Account to be duly perfected under the UCC, in each case prior to the claims of a trustee in bankruptcy under the Bankruptcy Code (except in respect of Collateral not located at a facility identified on Schedule 3.5 hereto). (b) The security interests of the Agent in the Collateral located at the facilities identified on Schedule 3.5 hereto rank first in priority. Other than financing statements or other similar documents perfecting the security interests in favor of the Agent, no financing statements, deeds of trust, mortgages or similar documents covering all or any part of the Collateral are on file or of record in any government office in any jurisdiction in which such filing or recording would be effective to perfect a security interest in such Collateral, nor is any of the Collateral in the possession of any Person Pledgor hereunder (other than the DebtorCollateral described in the immediately succeeding sentence) asserting subject to no prior Lien. When in addition appropriately completed UCC financing statements shall have been filed as specified in Schedule III hereto, the Security Interests shall constitute perfected security interests in the Collateral pledged by such Pledgor hereunder consisting of all right, title and interest of such Pledgor in Debt of a Subsidiary owing to such Pledgor and not evidenced by an instrument and the Partnership Interests (and all proceeds thereof). Except for the filing of such UCC financing statements, no registration, recordation or filing with any claim thereto governmental body, agency or security interest thereinofficial is required in connection with the execution or delivery of this Agreement or necessary for the validity or enforceability hereof or for the perfection or enforcement of the Security Interests. Neither such Pledgor nor any of its Subsidiaries has performed or will perform any acts which might prevent the Administrative Agent from enforcing any of the terms and conditions of this Agreement or which would limit the Administrative Agent in any such enforcement. On the date hereof, the Pledged Interests pledged by such Pledgor are not evidenced by any certificates.

Validity, Perfection and Priority of Security Interests. (a) By complying with Section 4.1 hereof4.1, the Debtor Operating Tenant will have created a valid security interest in favor of the Agent Lender in all existing Collateral and in all identifiable Proceeds of such Collateral, which security interest (except in respect of Collateral not located at a facility identified on Schedule 3.7 hereto and motor vehicles for which interest, to the exclusive manner of perfecting extent that such a security interest therein is can be perfected by noting such security interest in the certificate of title in accordance with local law) a UCC filing, would be prior to the claims of a trustee in bankruptcy under Section 544(a) of the United States Bankruptcy Code. Continuing compliance by the Debtor Operating Tenant with the provisions of Section 4.2 hereof will also (i) create valid security interests in all Collateral acquired after the date hereof and in all identifiable Proceeds of such Collateral and and, (ii) cause such security interests in all Collateral and in all Proceeds which are (A) identifiable cash Proceeds of Collateral covered by financing statements required to be filed hereunder, (B) identifiable Proceeds in which a security interest may be perfected by such filing under the UCC UCC, and (C) any identifiable cash Proceeds in the Cash Collateral Account any bank account owned or controlled by Borrower or Operating Tenant to be duly perfected under the UCC, in each case prior to the claims of a trustee in bankruptcy under the United States Bankruptcy Code (except in respect of Collateral not located at a facility identified on Schedule 3.5 hereto)Code. (b) The security interests of the Agent Lender in the Collateral located at the facilities identified on Schedule 3.5 hereto rank first in priority. Other than financing statements or other similar documents perfecting the security interests in favor or deed of the Agenttrust liens of Lender, no financing statements, deeds of trust, mortgages or similar documents covering all or any part of the Collateral are on file or of record in any government office in any jurisdiction in which such filing or recording would be effective to perfect a security interest in such Collateral, nor is any of the Collateral in the possession of any Person (other than the DebtorOperating Tenant) asserting any claim thereto or security interest therein.

Validity, Perfection and Priority of Security Interests. (a) By complying with Section 4.1 hereof, the Debtor will have created The Security Interest constitutes a valid security interest in favor under the UCC securing the Finance Obligations. (b) When Uniform Commercial Code financing statements stating that the same covers “all assets of the Agent Debtor”, “all personal property of the Debtor” or words of similar import or containing the description of Collateral set forth on Exhibit E hereto shall have been timely and properly filed in the offices specified in Schedule 4.01 hereto, the Security Interests will constitute a Requisite Priority Lien in all existing Collateral right, title and in all identifiable Proceeds interest of such Collateral, which security interest (except Loan Party in respect of the Collateral not located at a facility identified on Schedule 3.7 hereto and motor vehicles for which to the exclusive manner of perfecting extent that a security interest therein is may be perfected by noting filing pursuant to the UCC, prior to all other Liens and right of others therein except for Permitted Liens. (c) When each Patent and Trademark Agreement has been timely and properly filed with the United States Patent and Trademark Office and each Copyright Agreement has been filed with the United States Copyright Office, the Security Interest will constitute a Requisite Priority Lien in all right, title and interest of such security interest Loan Party in the certificate of title in accordance with local law) would be prior Recordable Intellectual Property therein described to the claims of a trustee in bankruptcy under Section 544(a) of the Bankruptcy Code. Continuing compliance by the Debtor with the provisions of Section 4.2 hereof will also (i) create valid security interests in all Collateral acquired after the date hereof and in all identifiable Proceeds of such Collateral and (ii) cause such security interests in all Collateral and in all Proceeds which are (A) identifiable cash Proceeds of Collateral covered by financing statements required to be filed hereunder, (B) identifiable Proceeds in which extent that a security interest therein may be perfected by such filing under the UCC and (C) any Proceeds in the Cash Collateral Account pursuant to be duly perfected under the UCCapplicable Law, in each case prior to the claims all other Liens and right of a trustee in bankruptcy under the Bankruptcy Code (others therein except in respect of Collateral not located at a facility identified on Schedule 3.5 hereto)for Permitted Liens. (bd) The security interests When each Account Control Agreement has been executed and delivered to the Collateral Agent, the Security Interest will constitute a Requisite Priority Lien in all right, title and interest of the Agent Loan Parties in the Deposit Accounts and Securities Accounts, as applicable, subject thereto, prior to all other Liens other than Permitted Liens and rights of others therein and subject to no adverse claims except for Permitted Liens. (e) When each consent substantially in the form of Exhibit D hereto has been executed and delivered to the Collateral located at Agent, the facilities identified on Schedule 3.5 hereto rank first Security Interest will constitute a Requisite Priority Lien in priorityall right, title and interest of such Loan Party in the Letter-of-Credit Rights referred to therein, prior to all other Liens other than Permitted Liens and rights of others therein. (f) So long as such Loan Party is in compliance with the provisions of Section 4.13, the Security Interest will constitute a Requisite Priority Lien in all right, title and interest of such Loan Party in all Electronic Chattel Paper, prior to all other Liens other than Permitted Liens and rights of others therein. Other than financing statements or other similar documents perfecting the security interests The Security Interest created hereunder in favor of the Agent, no financing statements, deeds of trust, mortgages or similar documents covering all or any part Collateral Agent for the benefit of the Collateral are Finance Parties is prior to all other Liens on file or of record in any government office in any jurisdiction in which such filing or recording would be effective to perfect a security interest in such Collateral, nor is any of the Collateral in except for Permitted Liens having priority over the possession Collateral Agent’s Lien by operation of any Person (other than Law or otherwise as permitted under the Debtor) asserting any claim thereto or security interest thereinCredit Agreement.

Validity, Perfection and Priority of Security Interests. (a) By complying with Section 4.1 hereof, the Debtor will have created The Security Interest constitutes a valid security interest in favor the Collateral under the UCC securing the Finance Obligations. (b) When UCC financing statements stating that the same covers “all assets of the Agent Debtor”, “all personal property of the Debtor” or words of similar import shall have been timely and properly filed in the offices specified in Schedule 4.01, the Security Interests will constitute a Requisite Priority Lien in all existing Collateral right, title and in all identifiable Proceeds interest of such Collateral, which security interest (except Loan Party in respect of the Collateral not located at a facility identified on Schedule 3.7 hereto and motor vehicles for which to the exclusive manner of perfecting extent that a security interest therein is may be perfected by noting filing pursuant to the UCC, prior to all other Liens and right of others therein except for Permitted Liens. (c) When each Patent Security Agreement and Trademark Security Agreement has been timely and properly recorded with the United States Patent and Trademark Office, and each Copyright Security Agreement has been timely and properly recorded with the United States Copyright Office, and the financing statements filed as provided in clause (b) above, the Security Interest will constitute a Requisite Priority Lien in all right, title and interest of such security interest Loan Party in the certificate of title in accordance with local law) would be prior Recordable Intellectual Property therein described to the claims of a trustee in bankruptcy under Section 544(a) of the Bankruptcy Code. Continuing compliance by the Debtor with the provisions of Section 4.2 hereof will also (i) create valid security interests in all Collateral acquired after the date hereof and in all identifiable Proceeds of such Collateral and (ii) cause such security interests in all Collateral and in all Proceeds which are (A) identifiable cash Proceeds of Collateral covered by financing statements required to be filed hereunder, (B) identifiable Proceeds in which extent that a security interest therein may be perfected by such filing under the UCC pursuant to applicable Law, prior to all other Liens and right of others therein except for Permitted Liens (C) any Proceeds it being understood that subsequent recordings in the Cash Collateral Account United States Patent and Trademark Office and the United States Copyright Office may be necessary to be duly perfected under perfect a Security Interest in Recordable Intellectual Property acquired by the UCC, in each case prior to Loan Parties after the claims of a trustee in bankruptcy under the Bankruptcy Code (except in respect of Collateral not located at a facility identified on Schedule 3.5 heretoClosing Date). (bd) The security interests When any action that may be necessary to obtain control over the Deposit Accounts, Securities Accounts and Commodity Accounts constituting Collateral has been taken, the Security Interest will constitute a Requisite Priority Lien in all right, title and interest of the Agent Loan Parties in such Deposit Accounts, Securities Accounts and Commodity Accounts, as applicable, subject thereto, to the Collateral located at extent that a security interest therein may be perfected by control, prior to all other Liens other than Permitted Liens and rights of others therein and subject to no adverse claims except for Permitted Liens. (e) So long as such Loan Party is in compliance with the facilities identified on Schedule 3.5 hereto rank first provisions of Section 4.09, the Security Interest will constitute a Requisite Priority Lien in priorityall right, title and interest of such Loan Party in all Electronic Chattel Paper constituting Collateral, prior to all other Liens other than Permitted Liens and rights of others therein. Other than financing statements or other similar documents perfecting the security interests The Security Interest created hereunder in favor of the Agent, no financing statements, deeds of trust, mortgages or similar documents covering all or any part Collateral Agent for the benefit of the Collateral are Finance Parties is prior to all other Liens on file or of record in any government office in any jurisdiction in which such filing or recording would be effective to perfect a security interest in such Collateral, nor is any of the Collateral in except for Permitted Liens having priority over the possession Collateral Agent’s Lien by operation of any Person (other than Law or otherwise as permitted under the Debtor) asserting any claim thereto or security interest thereinCredit Agreement.

Validity, Perfection and Priority of Security Interests. (a) By complying with Section 4.1 hereof, the Debtor will have created The Security Interest constitutes a valid security interest in favor the Collateral under the UCC securing the Finance Obligations. (b) When UCC financing statements stating that the same covers “all assets of the Agent Debtor”, “all personal property of the Debtor” or words of similar import shall have been timely and properly filed in the offices specified in Schedule 4.01, the Security Interests will constitute a Requisite Priority Lien in all existing Collateral right, title and in all identifiable Proceeds interest of such Collateral, which security interest (except Loan Party in respect of the Collateral not located at a facility identified on Schedule 3.7 hereto and motor vehicles for which to the exclusive manner of perfecting extent that a security interest therein is may be perfected by noting filing pursuant to the UCC, prior to all other Liens and right of others therein except for Permitted Liens. (c) When each Patent and Trademark Security Agreement has been timely and properly recorded with the United States Patent and Trademark Office, and each Copyright Security Agreement has been timely and properly recorded with the United States Copyright Office, and the financing statements filed as provided in clause (b) above, the Security Interest will constitute a Requisite Priority Lien in all right, title and interest of such security interest Loan Party in the certificate of title in accordance with local law) would be prior Recordable Intellectual Property therein described to the claims of a trustee in bankruptcy under Section 544(a) of the Bankruptcy Code. Continuing compliance by the Debtor with the provisions of Section 4.2 hereof will also (i) create valid security interests in all Collateral acquired after the date hereof and in all identifiable Proceeds of such Collateral and (ii) cause such security interests in all Collateral and in all Proceeds which are (A) identifiable cash Proceeds of Collateral covered by financing statements required to be filed hereunder, (B) identifiable Proceeds in which extent that a security interest therein may be perfected by such filing under the UCC pursuant to applicable Law, prior to all other Liens and right of others therein except for Permitted Liens (C) any Proceeds it being understood that subsequent recordings in the Cash Collateral Account United States Patent and Trademark Office and the United States Copyright Office may be necessary to be duly perfected under perfect a Security Interest in Recordable Intellectual Property acquired by the UCC, in each case prior to Loan Parties after the claims of a trustee in bankruptcy under the Bankruptcy Code (except in respect of Collateral not located at a facility identified on Schedule 3.5 heretoClosing Date). (bd) [Reserved]. (e) When any action that may be necessary to obtain control over Letter-of-Credit Rights constituting Collateral has been taken, the Security Interest will constitute a Requisite Priority Lien in all right, title and interest of such Loan Party in such Letter-of-Credit Rights to the extent that a security interest therein may be perfected by control prior to all other Liens other than Permitted Liens and rights of others therein. (f) So long as such Loan Party is in compliance with the provisions of Section 4.09, the Security Interest will constitute a Requisite Priority Lien in all right, title and interest of such Loan Party in all Electronic Chattel Paper constituting Collateral, prior to all other Liens other than Permitted Liens and rights of others therein. The security interests of the Agent in the Collateral located at the facilities identified on Schedule 3.5 hereto rank first in priority. Other than financing statements or other similar documents perfecting the security interests Security Interest created hereunder in favor of the Agent, no financing statements, deeds of trust, mortgages or similar documents covering all or any part Collateral Agent for the benefit of the Collateral are Finance Parties is prior to all other Liens on file or of record in any government office in any jurisdiction in which such filing or recording would be effective to perfect a security interest in such Collateral, nor is any of the Collateral in except for Permitted Liens having priority over the possession Collateral Agent’s Lien by operation of any Person (other than Law or otherwise as permitted under the Debtor) asserting any claim thereto or security interest thereinCredit Agreement.

Validity, Perfection and Priority of Security Interests. (a) By complying with Section 4.1 hereof4.1, the Debtor Client will have created a valid security interest in favor of the Agent Provider in all existing Collateral and in all identifiable Proceeds of such Collateral, which security interest (except in respect of Collateral not located at a facility identified on Schedule 3.7 hereto and motor vehicles for which the exclusive manner of perfecting a security interest therein is by noting such security interest in the certificate of title in accordance with local law) would be prior to the claims of a trustee in bankruptcy under Section 544(a) of the Bankruptcy United States federal bankruptcy Code. Continuing compliance by the Debtor Client with the provisions of Section 4.2 hereof will also (i) create valid security interests in all Collateral acquired after the date hereof and in all identifiable Proceeds of such Collateral and (ii) cause such security interests in all Collateral and in all Proceeds which are (A) identifiable cash Proceeds of Collateral covered by financing statements required to be filed hereunder, (B) identifiable Proceeds in which a security interest may be perfected by such filing under the UCC and (C) any Proceeds in the Cash Collateral Account to be duly perfected under the UCC, in each case prior to the claims of a trustee in bankruptcy Bankruptcy under the United States federal Bankruptcy Code (except in respect of Collateral not located at a facility identified on Schedule 3.5 hereto)Code. (b) The security interests of the Agent Provider in the Collateral located at the facilities identified on Schedule 3.5 hereto rank first in priority, except that the priority of the security interests may be subject to Permitted Liens. Other than financing statements or other similar documents perfecting the security interests in favor or deed of trust liens of the AgentProvider, no financing statements, deeds of trust, mortgages or similar documents covering all or any part of the Collateral are on file or of record in any government office in any jurisdiction in which such filing or recording would be effective to perfect a security interest in such Collateral, nor is any of the Collateral in the possession of any Person (other than the DebtorClient) asserting any claim thereto or security interest therein.

Validity, Perfection and Priority of Security Interests. (a1) By complying with Section 4.1 hereofVI(B)(l), the Debtor Borrower will have created a valid security interest in favor of the Agent Bank in all existing Collateral and in all identifiable Proceeds of such Collateral, which security interest (except in respect of Collateral not located at a facility identified on Schedule 3.7 hereto and motor vehicles for which the exclusive manner of perfecting a security interest therein is by noting such security interest in on the certificate of title in ·accordance with local law) would be prior to the claims of a trustee in bankruptcy under Section 544(a) of the federal Bankruptcy Code. Continuing compliance by the Debtor Borrower with the provisions of Section 4.2 hereof VI(B)(2) will also (ia) create valid security interests in all Collateral acquired after the date hereof and in all identifiable Proceeds of such Collateral and (iib) cause such security interests in all Collateral and in all Proceeds which are (Ai) identifiable cash Proceeds of Collateral covered by financing statements required to be filed hereunder, (Bii) identifiable Proceeds in which a security interest may be perfected by such filing under the UCC and (Ciii) any Proceeds in the Cash Collateral Account to be duly perfected under the UCC, in each case prior to the claims of a trustee in bankruptcy under the federal Bankruptcy Code (except in respect of Collateral not located at a facility identified on Schedule 3.5 hereto)Code. (b2) The security interests of the Agent Bank in the Collateral located at the facilities identified on Schedule 3.5 hereto rank first in priority. Other than financing statements or other similar documents perfecting the security interests in favor of the AgentBank, no financing statements, deeds of trust, mortgages statements or similar documents covering all or any part of the Collateral are on file or of record in any government office in any jurisdiction in which such filing or recording would be effective to perfect a security interest in such Collateral, nor is any of the Collateral in the possession of any Person person (other than the DebtorBorrower) asserting any claim thereto or security interest therein.

Validity, Perfection and Priority of Security Interests. (a) By complying with Section 4.1 hereof4.01 and by delivering all certificates or instruments, if any, representing or evidencing the Debtor Collateral to the Agent, each Pledgor will have created a valid and duly perfected security interest in favor of the Agent for the benefit of the Secured Parties as security for the due and punctual payment and performance of all Secured Obligations of such Pledgor in all existing Collateral and in all identifiable Proceeds of such Collateral, as to which security interest (except in respect of Collateral not located at a facility identified on Schedule 3.7 hereto and motor vehicles for which the exclusive manner of perfecting a security interest therein is may be perfected by noting such security interest in (i) filing UCC-1 financing statements and or (ii) possession, as the certificate of title in accordance with local law) would be prior to the claims of a trustee in bankruptcy under Section 544(a) of the Bankruptcy Codecase may be. Continuing compliance by the Debtor each Pledgor with the provisions of Section 4.2 hereof 4.02 will also (i) create and duly perfect valid security interests in all Collateral acquired by any Pledgor or otherwise coming into existence after the date hereof and in all identifiable Proceeds of such Collateral to the extent a security interest therein may be perfected by (x) filing UCC financing statements or (y) possession, as the case may be, as security for the due and punctual payment of all Secured Obligations of each Pledgor and (ii) cause such security interests in all Collateral and in all Proceeds which are (A) identifiable cash Proceeds of Collateral covered by financing statements required to be filed hereunder, hereunder and (B) identifiable Proceeds in which a security interest may be perfected by such filing under the UCC and (C) any Proceeds in the Cash Collateral Account UCC, to be duly perfected under the UCC, in each case prior to the claims of a trustee in bankruptcy under the Bankruptcy Code (except in respect of Collateral not located at a facility identified on Schedule 3.5 hereto). (b) The security interests of the Agent and the other Secured Parties in the Collateral located at are first priority security interests to the facilities identified on Schedule 3.5 hereto rank first in priorityextent that a security interest therein may be perfected by (x) filing UCC financing statements or (y) possession, as the case may be. Other than (i) financing statements or other similar documents perfecting the security interests in favor of the AgentAgent and (ii) as set forth in Schedule 4 hereto, no financing statements, deeds of trust, mortgages statements or similar documents covering all or any part of the Collateral are on file or of record in any government office in any jurisdiction in which such filing or recording would be effective to perfect a security interest in such Collateral, nor is any of the Collateral Collateral, possession of which is required for the perfection of a security interest therein, in the possession of any Person person (other than the Debtorsuch Pledgor) asserting any claim thereto or security interest therein.