The Security Agreement is effective to create in favor of the Administrative Agent, for the benefit of the Secured Parties, a legal, valid and enforceable first priority security interest (subject to Permitted Liens) in the Collateral identified therein owned by each Loan Party who is a party thereto, and, upon the filing of financing statements for each Loan Party with the appropriate UCC filing offices in the jurisdiction of organization for each Loan Party listed on [Schedule 508]-2, constitute a fully perfected Lien on, and security interest in, all right, title and interest of the grantors thereunder in such Collateral that may be perfected by filing, recording or registering a financing statement under the UCC, in each case prior and superior in right to any other Lien on any Collateral other than Permitted Liens.

The Security Agreement is effective to create in favor of the Administrative Agent,Agent for the ratable benefit of the Secured Parties,Creditors a legal, valid and enforceable first priority security interest (subject to Permitted Liens) in the Collateral identified therein owned by each Loan Party who is a party thereto, and, upon the filing of(as defined therein), and when UCC financing statements for each Loan Party with thein appropriate UCC filing officesform are filed in the jurisdiction of organization for each Loan Party listedoffices specified on [Schedule 508]-2,3] to the Security Agreement, each Lien created under the Security Agreement shall constitute a fully perfected Lien (to the extent that such Lien may be perfected by the filing of a UCC financing statement) on, and security interest in, all right, title and interest of the grantors thereunder in such Collateral that may be perfected by filing, recording or registering a financing statement under the UCC,Collateral, in each case prior and superior in right to any other Lien on any CollateralPerson, other than Permitted Liens.with respect to Liens expressly permitted by [Section 7.03] which are prior as a matter of law. When the certificates evidencing all Equity Interests pledged pursuant to the Security Agreement are delivered to the Administrative Agent, together with appropriate stock powers or other similar instruments of transfer duly executed in blank, the Liens in such Equity Interests shall be fully perfected first priority security interests, perfected by “control” as defined in the UCC.

The Security Agreement is effective to create in favor of the Administrative Agent, for the benefit of the Secured Parties, a legal, valid and enforceable first priority security interest (subject to Permitted Liens) in the Collateral identified therein owned by each Loan Party who is a party thereto,(as defined in the Security Agreement) and, upon the filing ofwhen financing statements for each Loan Party within appropriate form are filed in the appropriate UCCapplicable filing offices inunder the jurisdiction of organization for each Loan Party listed on [Schedule 508]-2, constituteapplicable UCC, the Administrative Agent shall have a fully perfected Lien on, and security interest in, all right, title and interest of the grantors thereunder in such portion of such Collateral thatin which a security interest may be perfected by filing, recording or registeringthe filing of a financing statement under the applicable UCC, in each case prior and superior in right to any other Lien on any CollateralLien, other thanthan, subject to the Intercreditor Agreement, Permitted Liens.

SECTION # Security Interest in Collateral. The Securityprovisions of this Agreement is effectiveand the other Loan Documents, upon execution and delivery by the parties thereto, create legal and valid Liens on all of the Collateral in respect of which and to the extent this Agreement and such other Loan Documents purport to create Liens in favor of the Administrative Agent, for the benefit of the Secured Parties, a legal, valid and enforceable first priority security interest (subject to Permitted Liens) inParties. Upon the proper filing of UCC financing statements, upon the taking of possession or control by the Administrative Agent of the Collateral identified therein owned by each Loan Party who iswith respect to which a party thereto, and, upon the filing of financing statements for each Loan Party with the appropriate UCC filing offices in the jurisdiction of organization for each Loan Party listed on [Schedule 508]-2, constitute a fully perfected Lien on, and security interest in, all right, title and interest of the grantors thereunder in such Collateral that may be perfected by filing, recordingpossession or registeringcontrol (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 Loan Documents, such Liens constitute perfected first priority Liens on the Collateral (subject to Liens permitted by [Section 6.02]) to the extent perfection can be obtained by the filing of UCC financing statements, possession or control, securing 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 subject to general principles of equity, regardless of whether considered in a financing statement under the UCC,proceeding in each case prior and superior in right to any other Lien on any Collateral other than Permitted Liens.equity or at law.

SECTION #Security Interest in Collateral. The Securityprovisions of this Agreement is effective toand the other Loan Documents create legal, valid and enforceable Liens on all of the Collateral in favor of the Administrative Agent, for the benefit of the Secured Parties, and, upon filing a legal, validUCC financing statement in the Loan Parties’ applicable jurisdiction of organization, such Liens will constitute perfected and enforceable first prioritycontinuing Liens on the Collateral in which a security interest (subject to Permitted Liens) in the Collateral identified therein owned by each Loan Party who is a party thereto, and, upon the filing of financing statements for each Loan Party with the appropriate UCC filing offices in the jurisdiction of organization for each Loan Party listed on [Schedule 508]-2, constitute a fully perfected Lien on, and security interest in, all right, title and interest of the grantors thereunder in such Collateral that maycan be perfected by filing, recording or registeringfiling a UCC financing statement understatement, securing the UCC,Secured Obligations, and having priority over all other Liens on the Collateral except in eachthe case prior and superiorof # Permitted Liens, to the extent any such Permitted Liens would have priority over the Liens in rightfavor of the Administrative Agent pursuant to any other Lien onapplicable law or agreement, and # Liens perfected only by possession (including possession of any Collateral other than Permitted Liens.certificate of title), to the extent the Administrative Agent has not obtained or does not maintain possession of such Collateral.

The provisions of the Security Agreement isare effective to create in favor of the Administrative Agent, for the benefit of the Secured Parties, a legal,legal and valid and enforceable first priorityLiens on all the Collateral described therein. When financing statements in appropriate form are filed in the offices specified in the Security Agreement and, to the extent required under the Security Agreement, upon the taking of possession or control by the Administrative Agent of the Collateral described in the Security Agreement with respect to which a security interest (subject to Permitted Liens) in the Collateral identified therein owned by each Loan Party who is a party thereto, and, upon the filing of financing statements for each Loan Party with the appropriate UCC filing offices in the jurisdiction of organization for each Loan Party listed on [Schedule 508]-2, constitute a fully perfected Lien on, and security interest in, all right, title and interest of the grantors thereunder in such Collateral that may be perfected only by filing, recordingpossession or registering a financing statement undercontrol, such Liens shall constitute perfected and continuing Liens on the UCC,Collateral, securing the Secured Obligations, enforceable against the Loan Parties and all third parties, and having priority over all other Liens except in eachthe case prior and superiorof # Permitted Liens, to the extent any such Permitted Liens would have priority over the Liens in rightfavor of the Administrative Agent pursuant to any other Lien onapplicable Requirement of Law and # Liens perfected only by possession (including possession of any Collateral other than Permitted Liens.certificate of title) to the extent the Administrative Agent is not required by the terms of the Security Agreement to, or does not, maintain possession of such Collateral.

SECTION # Security Interest in Collateral. The Securityprovisions of this Agreement is effectiveand the other Loan Documents, upon execution and delivery by the parties thereto, create legal and valid Liens on all of the Collateral in respect of which and to the extent this Agreement and such other Loan Documents purport to create Liens in favor of the Administrative Agent, for the benefit of the Secured Parties, a legal, valid and enforceable first priority security interest (subject to Permitted Liens) inParties. Upon the proper filing of UCC financing statements, upon the taking of possession or control by the Administrative Agent of the Collateral identified therein owned by each Loan Party who iswith respect to which a party thereto, and, upon the filing of financing statements for each Loan Party with the appropriate UCC filing offices in the jurisdiction of organization for each Loan Party listed on [Schedule 508]-2, constitute a fully perfected Lien on, and security interest in, all right, title and interest of the grantors thereunder in such Collateral that may be perfected by filing, recording or registering a financing statement under the UCC, in each case prior and superior in right to any other Lien on any Collateral other than Permitted Liens.

Section # Collateral Documents. The Security Agreement is effective toAgreement, upon execution and delivery thereof by the parties thereto, will create in favor of the Administrative Agent, for the ratable benefit of the Secured Parties, a legal, valid and enforceable first priority security interest (subject to Permitted Liens) in the Collateral identified therein owned by(as defined in the Security Agreement) and the proceeds thereof and # when the Pledged Equity Interests (other than uncertificated Equity Interests) and the Pledged Debt Securities (as each Loan Party whosuch term is a party thereto, and, upondefined in the filing of financing statements for each Loan PartySecurity Agreement) are delivered to the Administrative Agent together with the appropriate UCC filing offices inproper endorsements, the jurisdiction of organization for each Loan Party listed on [Schedule 508]-2,Lien created under Security Agreement shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the grantors thereunderBorrowers in such CollateralPledged Equity Interests and Pledged Debt Securities to the extent that may be perfected by filing, recordingthe laws of the United States or registering a financing statement underany state, commonwealth or other political subdivision thereof govern the UCC,creation and perfection of any such security interest, in each case prior and superior in right to any other Lien or right of any other person, except for Liens expressly permitted under the terms of [Section 7.1] which by operation of law or contract have priority over the Liens securing the Secured Obligations, and # when financing statements in appropriate form are filed in the offices specified on [Schedule 5.16(a)], and in each case, all applicable filing fees have been paid, the Lien created under the Security Agreement will constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Borrowers in the Collateral to the extent such security interest may be perfected by the filing of a UCC financing statement, in each case prior and superior in right to any Collateralother Lien or right of any other person, other than Permitted Liens.Liens expressly permitted by [Section 7.1] which by operation of law or contract have priority over the Liens securing the Secured Obligations.

Section # Security Documents . (a) The Security Agreement is effective to create in favor of the AdministrativeCollateral Agent, for the benefit of the Secured Parties, a legal, validvalid, binding and enforceable security interests in the Security Agreement Collateral described therein and the proceeds and products thereof and, when # financing statements in appropriate form are filed in the offices specified in the Perfection Certificate (as updated in accordance with the terms hereof) and # upon the taking of possession or control by the Collateral Agent of the Security Agreement Collateral with respect to which a security interest may be perfected only by possession or control (which possession or control shall be given to the Collateral Agent to the extent possession or control by the Collateral Agent is required by each Security Document), the Liens created by the Security Agreement shall constitute fully perfected first priority security interest (subject to Permitted Liens) in the Collateral identified therein owned by each Loan Party who is a party thereto, and, upon the filing of financing statements for each Loan Party with the appropriate UCC filing offices in the jurisdiction of organization for each Loan Party listed on [Schedule 508]-2, constitute a fully perfected LienLiens on, and security interestinterests in, all right, title and interest of the grantors thereunder in suchthe Security Agreement Collateral (other than # the Intellectual Property Collateral (as defined in the Security Agreement), except to the extent that may be perfected by filing, recording or registeringthe filing of a financing statement is sufficient to perfect a Lien in such Intellectual Property, and # such Security Agreement Collateral in which a security interest cannot be perfected under the UCC,UCC as in effect at the relevant time in the relevant jurisdiction by # the filing of the financing statements referred to in [clause (i)] of this ‎[[Section 3.19(a) or (y)])]])] the taking of possession or control to the extent required by each Security Document), in each case prior and superior in rightsubject to any other Lien on any Collateralno Liens other than Permitted Liens.

TheEach Security Agreement isDocument delivered pursuant to Sections ‎5.10 and ‎5.11 will, upon execution and delivery thereof, be effective to create in favor of the AdministrativeCollateral Agent, for the benefit of the Secured Parties, a legal, valid and enforceable first priority security interest (subject to Permitted Liens) in the Collateral identified therein owned by each Loan Party who is a party thereto, and, upon the filing of financing statements for each Loan Party with the appropriate UCC filing offices in the jurisdiction of organization for each Loan Party listed on [Schedule 508]-2, constitute a fully perfected LienLiens on, and security interests in, each of the Loan Party’s respective right, title and interest in and to the Collateral thereunder, and in the case of # pledged equity interests represented by certificates # when such certificates are delivered to the Collateral Agent or # when financing statements in appropriate form are filed in the offices specified on [Schedule 3.19(d)] and (ii) the other Collateral described in the Security Agreement, when financing statements in appropriate form are filed in the offices specified on [Schedule 3.19(d)] and such other filings as are specified on [Schedule 9] to the Security Agreement have been completed to the extent a security interest in such other Collateral can be perfected by such other filings, the Liens in favor of the Collateral Agent created under such Security Document will constitute valid, enforceable and fully perfected first priority Liens on, and security interests in, all right, title and interest of the grantors thereunder in such Collateral that may be perfected by filing, recording or registering a financing statement under the UCC,Collateral, in each case prior and superior in rightsubject to any other Lien on any Collateralno Liens other than Permitted Liens.