Security Interests; Filings. The execution and delivery of the Prior Security Document and this Agreement, together with # the filing of duly completed Uniform Commercial Code financing statements # naming each Grantor as debtor, # naming the Administrative Agent as secured party, and # indicating the Collateral, in the jurisdictions set forth with respect to such Grantor in [Annex B] hereto, # the filing of duly completed and executed grants of security interest in the forms set forth as [Exhibits B] and C with the U.S. Copyright Office or the U.S. Patent and Trademark Office, with regard to federally registered Copyright Collateral, Patent Collateral, and Trademark Collateral of each Grantor, as the case may be, # if required or as otherwise requested by the Administrative Agent, the execution by the issuer, securities intermediary or commodity intermediary of a control agreement satisfying the requirements of [Sections 9-106 and 8-106]6]6]6] (or its successor provision) of the Uniform Commercial Code with regard to Investment Property, # the execution by the applicable Grantor, the Administrative Agent and the depository bank of a control agreement that complies with [Section 9-104]4] (or its successor provision) of the Uniform Commercial Code with regard to Deposit Accounts, # the notation of the Administrative Agent’s Lien on the applicable certificates of title or ownership with regard to Mobile Goods covered by a certificate of title or ownership and # the delivery to the Administrative Agent of all stock or other certificates evidencing Equity Interests and Instruments included in the Collateral, together with undated stock powers or other instruments of assignment, as applicable, duly executed in blank (and assuming continued possession thereof by the Administrative Agent and that the Administrative Agent has acquired its security interest and taken possession of such stock or other certificates evidencing Equity Interests and Instruments without notice of any adverse claim), creates and at all times shall constitute a valid and perfected security interest in and Lien upon the Collateral in favor of the Administrative Agent, for the benefit of itself and the other Secured Parties, to the extent a security interest therein can be perfected by such filings, possession or control, as applicable, superior and prior to the rights of all other Persons therein (except for Permitted Liens which by operation of applicable Law or contract would have first priority), and no other or additional filings, registrations, recordings or actions are or shall be necessary or appropriate in order to maintain the perfection and priority of such Lien and security interest, other than actions required with respect to Collateral of the types excluded from [Article 9] of the Uniform Commercial Code or from the filing requirements under such [Article 9] by reason of Section 9-109 or 9-311 of the Uniform Commercial Code and other than continuation statements required under the Uniform Commercial Code.

SECTION # Security Interests; Filings.Interest in Collateral. The provisions of this Agreement and the other Loan Documents, upon execution and delivery by the parties thereto, create legal and valid Liens on all of the Prior Security DocumentCollateral in respect of which and this Agreement, together with # the filing of duly completed Uniform Commercial Code financing statements # naming each Grantor as debtor, # naming the Administrative Agent as secured party, and # indicating the Collateral, in the jurisdictions set forth with respect to such Grantor in [Annex B] hereto, # the filing of duly completed and executed grants of security interest in the forms set forth as [Exhibits B] and C with the U.S. Copyright Office or the U.S. Patent and Trademark Office, with regard to federally registered Copyright Collateral, Patent Collateral, and Trademark Collateral of each Grantor, as the case may be, # if required or as otherwise requested by the Administrative Agent, the execution by the issuer, securities intermediary or commodity intermediary of a control agreement satisfying the requirements of [Sections 9-106 and 8-106]6]6]6] (or its successor provision) of the Uniform Commercial Code with regard to Investment Property, # the execution by the applicable Grantor, the Administrative Agent and the depository bank of a control agreement that complies with [Section 9-104]4] (or its successor provision) of the Uniform Commercial Code with regard to Deposit Accounts, # the notation of the Administrative Agent’s Lien on the applicable certificates of title or ownership with regard to Mobile Goods covered by a certificate of title or ownership and # the delivery to the Administrative Agent of all stock orextent this Agreement and such other certificates evidencing Equity Interests and Instruments included in the Collateral, together with undated stock powers or other instruments of assignment, as applicable, duly executed in blank (and assuming continued possession thereof by the Administrative Agent and that the Administrative Agent has acquired its security interest and taken possession of such stock or other certificates evidencing Equity Interests and Instruments without notice of any adverse claim), creates and at all times shall constitute a valid and perfected security interest in and Lien upon the CollateralLoan Documents purport to create Liens in favor of the Administrative Agent, for the benefit of itselfthe Secured Parties. Upon the proper filing of UCC financing statements, upon the taking of possession or control by the Administrative Agent of the Collateral with respect to which a security interest may be perfected by possession or control (which possession or control shall be given to the Administrative Agent to the extent possession or control by the Administrative Agent is required by this Agreement or the other Loan Documents), and the taking of all other actions to be taken pursuant to the terms of this Agreement and the other Secured Parties,Loan Documents, such Liens constitute perfected first priority Liens on the Collateral (subject to Liens permitted by [Section 6.02]) to the extent a security interest thereinperfection can be perfectedobtained by such filings,the filing of UCC financing statements, possession or control, as applicable, superiorsecuring the Secured Obligations, enforceable against the applicable Loan Party in accordance with their terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and priorsubject to the rightsgeneral principles of all other Persons therein (except for Permitted Liens which by operationequity, regardless of applicable Lawwhether considered in a proceeding in equity or contract would have first priority), and no other or additional filings, registrations, recordings or actions are or shall be necessary or appropriate in order to maintain the perfection and priority of such Lien and security interest, other than actions required with respect to Collateral of the types excluded from [Article 9] of the Uniform Commercial Code or from the filing requirements under such [Article 9] by reason of Section 9-109 or 9-311 of the Uniform Commercial Code and other than continuation statements required under the Uniform Commercial Code.at law.

SECTION # Security Interests; Filings.Interest in Collateral. The provisions of this Agreement and the other Loan Documents, upon execution and delivery by the parties thereto, create legal and valid Liens on all of the Prior Security DocumentCollateral in respect of which and this Agreement, together with # the filing of duly completed Uniform Commercial Code financing statements # naming each Grantor as debtor, # naming the Administrative Agent as secured party, and # indicating the Collateral, in the jurisdictions set forth with respect to such Grantor in [Annex B] hereto, # the filing of duly completed and executed grants of security interest in the forms set forth as [Exhibits B] and C with the U.S. Copyright Office or the U.S. Patent and Trademark Office, with regard to federally registered Copyright Collateral, Patent Collateral, and Trademark Collateral of each Grantor, as the case may be, # if required or as otherwise requested by the Administrative Agent, the execution by the issuer, securities intermediary or commodity intermediary of a control agreement satisfying the requirements of [Sections 9-106 and 8-106]6]6]6] (or its successor provision) of the Uniform Commercial Code with regard to Investment Property, # the execution by the applicable Grantor, the Administrative Agent and the depository bank of a control agreement that complies with [Section 9-104]4] (or its successor provision) of the Uniform Commercial Code with regard to Deposit Accounts, # the notation of the Administrative Agent’s Lien on the applicable certificates of title or ownership with regard to Mobile Goods covered by a certificate of title or ownership and # the delivery to the Administrative Agent of all stock orextent this Agreement and such other certificates evidencing Equity Interests and Instruments included in the Collateral, together with undated stock powers or other instruments of assignment, as applicable, duly executed in blank (and assuming continued possession thereof by the Administrative Agent and that the Administrative Agent has acquired its security interest and taken possession of such stock or other certificates evidencing Equity Interests and Instruments without notice of any adverse claim), creates and at all times shall constitute a valid and perfected security interest in and Lien upon the CollateralLoan Documents purport to create Liens in favor of the Administrative Agent, for the benefit of itself and the other Secured Parties,Parties. Upon the proper filing of UCC financing statements, upon the taking of possession or control by the Administrative Agent of the Collateral with respect to the extentwhich a security interest therein canmay be perfected by such filings, possession or control, as applicable, superior and prior to the rights of all other Persons therein (except for Permitted Liens which by operation of applicable Law or contract would have first priority), and no other or additional filings, registrations, recordings or actions are or shall be necessary or appropriate in order to maintain the perfection and priority of such Lien and security interest, other than actions required with respect to Collateral of the types excluded from [Article 9] of the Uniform Commercial Code or from the filing requirements under such [Article 9] by reason of Section 9-109 or 9-311 of the Uniform Commercial Code and other than continuation statements required under the Uniform Commercial Code.

SECTION #Collateral Documents. Upon execution by the applicable Grantor,Loan Parties, the Administrative Agent and the depository bank of a control agreement that complies with [Section 9-104]4] (or its successor provision) of the Uniform Commercial Code with regardCollateral Documents shall be effective to Deposit Accounts, # the notation of the Administrative Agent’s Lien on the applicable certificates of title or ownership with regard to Mobile Goods covered by a certificate of title or ownership and # the delivery to the Administrative Agent of all stock or other certificates evidencing Equity Interests and Instruments included in the Collateral, together with undated stock powers or other instruments of assignment, as applicable, duly executed in blank (and assuming continued possession thereof by the Administrative Agent and that the Administrative Agent has acquired its security interest and taken possession of such stock or other certificates evidencing Equity Interests and Instruments without notice of any adverse claim), creates and at all times shall constitute a valid and perfected security interest in and Lien upon the Collateralcreate in favor of the Administrative Agent, for the ratable benefit of itselfthe Secured Parties, a legal, valid and enforceable security interest in the Collateral, securing the Obligations, and, upon # the filing of one or more UCC financing statements in the appropriate jurisdictions, # delivery of the certificates evidencing shares of stock, membership interests and other equity interests and delivery of the original notes and other instruments representing debt or other obligations owing to the Loan Parties to the Collateral Custodian as bailee for the Administrative Agent and # subject to [Section 5.32], execution and delivery of deposit account control agreements (in form and substance acceptable to the Administrative Agent) with any depositary bank (other than Capital One) at which any Loan Party maintains a deposit account, the Administrative Agent shall have or continue to have a fully perfected first priority Lien (subject to Permitted Encumbrances) on, and security interest in, all right, title and interest of the applicable Loan Parties, in such Collateral and the other Secured Parties, to the extent a security interest thereinproceeds thereof that can be perfected by such filings, possessionupon filing of one or control, as applicable, superiormore UCC financing statements and prior to the rights of all other Persons therein (except for Permitted Liens which by operation of applicable Law or contract would have first priority),execution and no other or additional filings, registrations, recordings or actions are or shall be necessary or appropriate in order to maintain the perfection and prioritydelivery of such Lienequity interests, notes and security interest, other than actions required with respectinstruments and such control agreements, in each case prior and superior in any right to Collateralany other Person. The representations and warranties of the types excluded from [Article 9] ofLoan Parties contained in the Uniform Commercial Code or from the filing requirements under such [Article 9] by reason of Section 9-109 or 9-311 of the Uniform Commercial CodeCollateral Documents are true and othercorrect (other than continuation statements required under the Uniform Commercial Code.Permitted Encumbrances).

the Security Interests; Filings. The executionAgreement and delivery of the Prior Security Documentother Collateral Documents, each in form and this Agreement, together with # the filing of duly completed Uniform Commercial Code financing statements # naming each Grantor as debtor, # namingcontent satisfactory to the Administrative Agent as secured party,shall have been duly executed by the applicable Loan Parties and # indicatingsuch documents shall have been delivered to the Collateral,Administrative Agent and shall be in full force and effect and each document (including each UCC financing statement and amendments and continuations thereof required by law or reasonably requested by the jurisdictions set forth with respectAdministrative Agent to such Grantorbe filed, registered or recorded in [Annex B] hereto, #order to create in favor of the filingAdministrative Agent for the benefit of duly completed and executed grants of security interest in the forms set forth as [Exhibits B] and C withSecured Parties, upon filing, recording or possession by the U.S. Copyright Office or the U.S. Patent and Trademark Office, with regard to federally registered Copyright Collateral, Patent Collateral, and Trademark Collateral of each Grantor,Administrative Agent, as the case may be, # if requireda valid, legal and perfected first-priority security interest in and lien on the Collateral described in the Collateral Documents, free of all liens or as otherwise requested byencumbrances (except Permitted Encumbrances), shall have been delivered to the Administrative Agent,Agent; Borrower shall also deliver or cause to be delivered the execution by the issuer, securities intermediarycertificates (with undated stock powers executed in blank) for all shares of stock or commodity intermediary of a control agreement satisfying the requirements of [Sections 9-106 and 8-106]6]6]6] (or its successor provision) of the Uniform Commercial Code with regard to Investment Property, # the execution by the applicable Grantor, the Administrative Agent and the depository bank of a control agreement that complies with [Section 9-104]4] (or its successor provision) of the Uniform Commercial Code with regard to Deposit Accounts, # the notation of the Administrative Agent’s Lien on the applicable certificates of title or ownership with regard to Mobile Goods covered by a certificate of title or ownership and # the deliveryother equity interests pledged to the Administrative Agent of all stock or other certificates evidencing Equity Interests and Instruments included in the Collateral, together with undated stock powers or other instruments of assignment, as applicable, duly executed in blank (and assuming continued possession thereof by the Administrative Agent and that the Administrative Agent has acquired its security interest and taken possession of such stock or other certificates evidencing Equity Interests and Instruments without notice of any adverse claim), creates and at all times shall constitute a valid and perfected security interest in and Lien upon the Collateral in favor of the Administrative Agent, for the benefit of itself and the other Secured Parties,Lenders pursuant to the extent a security interest therein can be perfected by such filings, possession or control, as applicable, superior and prior to the rights of all other Persons therein (except for Permitted Liens which by operation of applicable Law or contract would have first priority), and no other or additional filings, registrations, recordings or actions are or shall be necessary or appropriate in order to maintain the perfection and priority of such Lien and security interest, other than actions required with respect to Collateral of the types excluded from [Article 9] of the Uniform Commercial Code or from the filing requirements under such [Article 9] by reason of Section 9-109 or 9-311 of the Uniform Commercial Code and other than continuation statements required under the Uniform Commercial Code.Pledge Agreement;

SECTION #Collateral Documents. Upon execution by the applicable Grantor,Loan Parties, the Administrative Agent and the depository bank of a control agreement that complies with [Section 9-104]4] (or its successor provision) of the Uniform Commercial Code with regardCollateral Documents shall be effective to Deposit Accounts, # the notation of the Administrative Agent’s Lien on the applicable certificates of title or ownership with regard to Mobile Goods covered by a certificate of title or ownership and # the delivery to the Administrative Agent of all stock or other certificates evidencing Equity Interests and Instruments included in the Collateral, together with undated stock powers or other instruments of assignment, as applicable, duly executed in blank (and assuming continued possession thereof by the Administrative Agent and that the Administrative Agent has acquired its security interest and taken possession of such stock or other certificates evidencing Equity Interests and Instruments without notice of any adverse claim), creates and at all times shall constitute a valid and perfected security interest in and Lien upon the Collateralcreate in favor of the Administrative Agent, for the ratable benefit of itself and the other Secured Parties, a legal, valid and enforceable security interest in the Collateral, securing the Obligations, and, upon # the filing of one or more UCC financing statements in the appropriate jurisdictions, # delivery of the certificates evidencing shares of stock, membership interests and other equity interests and delivery of the original notes and other instruments representing debt or other obligations owing to the extentLoan Parties to the Collateral Custodian as bailee for the Administrative Agent and # execution and delivery of deposit account control agreements (in form and substance acceptable to the Administrative Agent) with any depositary bank (other than Capital One) at which any Loan Party maintains a deposit account, the Administrative Agent shall have or continue to have a fully perfected first priority Lien on, and security interest therein can be perfected by such filings, possession or control, as applicable, superiorin, all right, title and prior to the rights of all other Persons therein (except for Permitted Liens which by operation of applicable Law or contract would have first priority), and no other or additional filings, registrations, recordings or actions are or shall be necessary or appropriate in order to maintain the perfection and priority of such Lien and security interest, other than actions required with respect to Collateralinterest of the types excluded from [Article 9] of the Uniform Commercial Code or from the filing requirements under such [Article 9] by reason of Section 9-109 or 9-311 of the Uniform Commercial Code and other than continuation statements required under the Uniform Commercial Code.applicable Loan