Common use of Security Documents Clause in Contracts

Security Documents. (a) The Guarantee and Collateral Agreement is effective to create in favor of the Administrative Agent, for the benefit of the Lenders, a legal, valid and enforceable security interest in the Collateral described therein and proceeds thereof. In the case of the Pledged Stock defined in and described in the Guarantee and Collateral Agreement, when stock certificates representing such Pledged Stock are delivered to the Administrative Agent, and in the case of the other Collateral described in the Guarantee and Collateral Agreement, when financing statements and other filings specified on Schedule 4.19(a) in appropriate form are filed in the offices specified on Schedule 4.19(a), the Guarantee and Collateral Agreement shall constitute a fully perfected (with respect to Intellectual Property, to the extent such perfection and priority may be achieved by filings made in the U.S. Patent and Trademark Office and the U.S. Copyright Office) Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral and the proceeds thereof, as security for the Obligations (as defined in the Guarantee and Collateral Agreement), in each case prior and superior in right to any other Person (except, in the case of Collateral other than Pledged Stock, Liens permitted by Section 7.3); provided, however, that (i) the recordation of any trademark security agreement in the U.S. Patent and Trademark Office shall occur within three (3) months of the date of the Guarantee and Collateral Agreement; (ii) the recordation of any copyright security agreement shall occur within one (1) month of the date of the Guarantee and Collateral Agreement; (iii) subsequent recordations may be necessary to perfect the security interest in issued registrations and applications for Intellectual Property acquired after the date of the Guarantee and Collateral Agreement; and (iv) certain actions may be required in order to perfect the Lien in Intellectual Property included in the Collateral which is protected under non-U.S. law. (b) Each of the Mortgages is effective to create in favor of the Administrative Agent, for the benefit of the Lenders, a legal, valid and enforceable Lien on the Mortgaged Properties described therein and proceeds thereof, and when the Mortgages are filed in the offices specified on Schedule 4.19(b), each such Mortgage shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in the Mortgaged Properties and the proceeds thereof, as security for the Obligations (as defined in the relevant Mortgage), in each case prior and superior in right to any other Person. Schedule 1.1B-1 lists, as of the Closing Date, each parcel of owned real property located in the United States and held by the Borrower or any of its Subsidiaries and Schedule 1.1B-2 lists, as of the Closing Date, each leasehold interest in real property located in the United States and held by the Borrower or any of its Subsidiaries where the applicable lease agreement does not require the consent of the landlord thereunder to the granting of a leasehold mortgage by the lessee thereunder. Schedule 1.1B-3 lists, as of the Closing Date, each leasehold interest in real property located in the United States and held by the Borrower or any of its Subsidiaries where the applicable lease agreement requires the consent of the landlord thereunder to the granting of a leasehold mortgage by the lessee thereunder.

Security Documents. (ai) The Guarantee Security Agreement, upon execution and Collateral Agreement is effective to delivery thereof by the parties thereto, will create in favor of the Administrative Agent, for the ratable benefit of the Lenders, a legal, valid and enforceable security interest in the Collateral described therein (as defined in the Security Agreement) and the proceeds thereof. In , in which a security interest may be perfected under the case Uniform Commercial Code as in effect at the relevant time by filing of the Pledged Stock defined in and described in the Guarantee and Collateral Agreement, when stock certificates representing such Pledged Stock are delivered to the Administrative Agentfinancing statements, and in (ii) the case Lien created under the Security Agreement is (or will be, upon the filing of the other Collateral described in the Guarantee and Collateral Agreement, when appropriate financing statements and other filings specified on Schedule 4.19(agrants of security in intellectual property and the execution of appropriate control agreements) in appropriate form are filed in the offices specified on Schedule 4.19(a), the Guarantee and Collateral Agreement shall constitute a fully perfected (with respect to Intellectual Property, to the extent such perfection and first-priority may be achieved by filings made in the U.S. Patent and Trademark Office and the U.S. Copyright Office) Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral and the proceeds thereof, as security for the Obligations (as defined in the Guarantee and Collateral AgreementCollateral), in each case prior and superior in right to any other Person (exceptPerson, other than with respect to Liens permitted by Section 7.2, in the case of Collateral other than Pledged Stock, Liens permitted by Section 7.3); provided, however, that each of clauses (i) the recordation of any trademark security agreement in the U.S. Patent and Trademark Office shall occur within three (3) months of the date of the Guarantee and Collateral Agreement; (ii) above, to the recordation of any copyright security agreement shall occur within one (1) month of extent required by the date of the Guarantee and Collateral Security Agreement; (iii) subsequent recordations may be necessary to perfect the security interest in issued registrations and applications for Intellectual Property acquired after the date of the Guarantee and Collateral Agreement; and (iv) certain actions may be required in order to perfect the Lien in Intellectual Property included in the Collateral which is protected under non-U.S. law. (b) Each Intentionally Deleted. (c) Schedule 4.19 lists completely and correctly as of the Mortgages is effective to Closing Date all real property owned and leased by the Borrower and the Subsidiaries and the addresses thereof. As of the Closing Date, the Borrower and the Subsidiaries have valid leases in all the leased real property set forth on Schedule 4.19 and good and marketable title in all the owned real property set forth on Schedule 4.19. (i) The Pledge Agreement, upon execution and delivery thereof by the parties thereto, will create in favor of the Administrative Agent, for the ratable benefit of the Lenders, a legal, valid and enforceable Lien on security interest in the Mortgaged Properties described therein Pledged Collateral (as defined in the Pledge Agreement) and the proceeds thereof, in which a security interest may be perfected under the Uniform Commercial Code as in effect at the relevant time by filing of financing statements or obtaining control or possession, and when (ii) the Mortgages are filed in Lien created under the offices specified on Schedule 4.19(b)Pledge Agreement is (or will be, each such Mortgage shall constitute upon the filing of appropriate financing statements, the execution of appropriate control agreements and delivery of certificated securities and instruments to the Administrative Agent) a fully perfected first-priority Lien on, and security interest in, all right, title and interest of the Loan Parties Parent in the Mortgaged Properties and the proceeds thereof, as security for the Obligations (as defined in the relevant Mortgage)such Pledged Collateral, in each case prior and superior in right to any other Person. Schedule 1.1B-1 lists, as of the Closing Dateother than with respect to Liens permitted by Section 7.2, each parcel of owned real property located in the United States case of each of clauses (i) and held by the Borrower or any of its Subsidiaries and Schedule 1.1B-2 lists(ii) above, as of the Closing Date, each leasehold interest in real property located in the United States and held by the Borrower or any of its Subsidiaries where the applicable lease agreement does not require the consent of the landlord thereunder to the granting of a leasehold mortgage extent required by the lessee thereunder. Schedule 1.1B-3 lists, as of the Closing Date, each leasehold interest in real property located in the United States and held by the Borrower or any of its Subsidiaries where the applicable lease agreement requires the consent of the landlord thereunder to the granting of a leasehold mortgage by the lessee thereunderPledge Agreement.

Security Documents. (a) The Guarantee and Collateral Agreement is Agreement, together with the Reaffirmation Agreement, are effective to create in favor of the Administrative Agent, for the benefit of the LendersSecured Parties, a legal, valid and enforceable security interest in the Collateral described therein and proceeds thereoftherein. In the case of the Pledged Stock defined in and described in the Guarantee and Collateral AgreementStock, when stock certificates representing such Pledged Stock are have been delivered to the Administrative AgentAgent (together with a properly completed and signed stock power or endorsement), and in the case of the other Collateral described in the Guarantee and Collateral Agreement, when financing statements and other filings specified on Schedule 4.19(a) in appropriate form are have been filed in the offices specified on Schedule 4.19(a), ) as of the Restatement Closing Date and such other filings as are specified on Schedule 2 to the Guarantee and Collateral Agreement shall have been completed and the Liens created under the Guarantee and Collateral Agreement and the Reaffirmation Agreement constitute a fully perfected (with respect to Intellectual Property, to the extent such perfection and priority may be achieved by filings made Liens in the U.S. Patent and Trademark Office and the U.S. Copyright Office) Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral and the proceeds thereofCollateral, as security for the Obligations (as defined in the Guarantee and Collateral Agreement), in each case prior and superior in right to any other Person (exceptexcept Liens permitted by Section 7.3(a), (m), (s) and (u) and, in the case of Collateral other than Pledged Stock, other Liens permitted by Section 7.3); provided, however, that (i) the recordation of any trademark security agreement in the U.S. Patent and Trademark Office shall occur within three (3) months of the date of the Guarantee and Collateral Agreement; (ii) the recordation of any copyright security agreement shall occur within one (1) month of the date of the Guarantee and Collateral Agreement; (iii) subsequent recordations may be necessary to perfect the security interest in issued registrations and applications for Intellectual Property acquired after the date of the Guarantee and Collateral Agreement; and (iv) certain actions may be required in order to perfect the Lien in Intellectual Property included in the Collateral which is protected under non-U.S. law. (b) Each of the Mortgages is existing as of the date hereof, when amended by the mortgage amendment referred to in Section 6.13 (the “Mortgage Amendments”) will be effective to create in favor of the Administrative Agent, for the benefit of the LendersSecured Parties, a legal, valid and enforceable Lien on the Mortgaged Properties described therein and proceeds thereof, ; and when (i) the Mortgages Mortgage Amendments are filed in the offices specified on Schedule 4.19(b)) (in the case of the Mortgages existing as of the Restatement Closing Date) and (ii) the Mortgages which are to be executed and delivered pursuant to Section 6.9(b) are filed in the recording office designated by the Borrower, each such Mortgage shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in the Mortgaged Properties described therein and the proceeds thereof, as security for the Obligations (as defined in the relevant Mortgage), in each case prior and superior in right to any other Person. Schedule 1.1B-1 lists, as of the Closing Date, each parcel of owned real property located in the United States and held Person (other than Persons holding Liens or other encumbrances or rights permitted by the Borrower or any of its Subsidiaries and Schedule 1.1B-2 lists, as of the Closing Date, each leasehold interest in real property located in the United States and held by the Borrower or any of its Subsidiaries where the applicable lease agreement does not require the consent of the landlord thereunder to the granting of a leasehold mortgage by the lessee thereunder. Schedule 1.1B-3 lists, as of the Closing Date, each leasehold interest in real property located in the United States and held by the Borrower or any of its Subsidiaries where the applicable lease agreement requires the consent of the landlord thereunder to the granting of a leasehold mortgage by the lessee thereunderrelevant Mortgage).

Security Documents. (ai) The Guarantee Each Security Document (other than each Mortgage), when executed and Collateral Agreement delivered, is effective to create in favor of the Administrative Agent, Collateral Trustee (for the benefit of the LendersSecured Parties), a legal, valid and enforceable security interest in the Collateral described therein and proceeds thereof. In the case Collateral Trustee has been authorized (and is hereby authorized) to make all filings of the Pledged Stock defined in UCC-1 and described as-extracted collateral financing statements in the Guarantee and appropriate filing office necessary or desirable to fully perfect the Collateral AgreementTrustee’s security interest in such Collateral described therein which can be perfected by filing a UCC-1 financing statement in the appropriate filing office, when stock certificates representing such Pledged Stock are delivered to the Administrative Agent, and or in the case of the other Collateral described in the Guarantee and Collateral Gibraltar Pledge Agreement, when financing statements by registering the Gibraltar Pledge Agreement at Companies House Gibraltar within 30 days following the Closing Date, and other filings specified on Schedule 4.19(a(ii) in appropriate form are filed in the offices specified on Schedule 4.19(a), the Guarantee and Collateral Agreement shall constitute a fully perfected (with respect to Intellectual Propertythe security interest created in the Collateral pursuant to each Security Document (other than each Mortgage), upon such filings (or, with respect to possessory Collateral, upon the taking of possession by the Collateral Trustee (or by the ABL Agent as bailee for the Collateral Trustee pursuant to the extent ABL Intercreditor Agreement, if applicable) of any such perfection and priority Collateral which may be achieved perfected by filings made in the U.S. Patent and Trademark Office and the U.S. Copyright Office) Lien possession), such security interests will constitute perfected First Priority Liens on, and security interest interests in, all right, title and interest of the Loan Parties debtor party thereto in such the Collateral and the proceeds thereofdescribed therein that can be perfected by filing a UCC-1 or as-extracted financing statement, as security for the Obligations (as defined applicable, in the Guarantee and Collateral Agreement), in each case prior and superior in right to any other Person (exceptappropriate filing office or by delivery, in the case of Collateral other than Pledged Stock, Liens permitted by Section 7.3); provided, however, that (i) the recordation of any trademark security agreement in the U.S. Patent and Trademark Office shall occur within three (3) months of the date of the Guarantee and Collateral Agreement; (ii) the recordation of any copyright security agreement shall occur within one (1) month of the date of the Guarantee and Collateral Agreement; (iii) subsequent recordations may be necessary to perfect the security interest in issued registrations and applications for Intellectual Property acquired after the date of the Guarantee and Collateral Agreement; and (iv) certain actions may be required in order to perfect the Lien in Intellectual Property included in the Collateral which is protected under non-U.S. lawpossessory Collateral. (b) Each of the Mortgages is Mortgages, when executed and delivered, will be effective to create in favor of the Administrative AgentCollateral Trustee, for the ratable benefit of the LendersSecured Parties, a legal, valid and enforceable Lien lien on the Mortgaged Properties Material Real Property described therein and proceeds thereofsuch security interests will constitute, upon such Mortgage being and when the Mortgages are filed recorded in the offices specified appropriate filing offices, First Priority liens on Schedule 4.19(b), each such Mortgage shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in the Mortgaged Properties and the proceeds thereof, as security for the Obligations (as defined in the relevant Mortgage), in each case prior and superior in right to any other Person. Schedule 1.1B-1 lists, as of the Closing Date, each parcel of owned real property located in the United States and held by the Borrower or any of its Subsidiaries and Schedule 1.1B-2 lists, as of the Closing Date, each leasehold interest in real property located in the United States and held by the Borrower or any of its Subsidiaries where the applicable lease agreement does not require the consent of the landlord thereunder to the granting of a leasehold mortgage by the lessee thereunder. Schedule 1.1B-3 lists, as of the Closing Date, each leasehold interest in real property located in the United States and held by the Borrower or any of its Subsidiaries where the applicable lease agreement requires the consent of the landlord thereunder to the granting of a leasehold mortgage by the lessee thereunderMaterial Real Property.

Security Documents. (a) The Guarantee and Collateral Agreement is effective to Agreement, upon execution and delivery thereof by the parties thereto, will create in favor of the Administrative Collateral Agent, for the ratable benefit of the LendersSecured Parties, a legal, valid and enforceable security interest in the Collateral described therein and proceeds thereof. In the case of the Pledged Stock (as defined in and described in the Guarantee and Collateral Agreement, ) and the proceeds thereof and (i) when stock certificates representing such the Pledged Stock are delivered to the Administrative Agent, and in the case of the other Collateral described (as defined in the Guarantee and Collateral Agreement, when financing statements ) is delivered to the collateral agent under the First Lien Guarantee and other filings specified on Schedule 4.19(a) in appropriate form are filed in Collateral Agreement (who will hold such Pledged Collateral as bailee for perfection for the offices specified on Schedule 4.19(aCollateral Agent), the Lien created under Guarantee and Collateral Agreement shall constitute a fully perfected first priority (with respect to Intellectual Property, subject to the extent such perfection and priority may be achieved by filings made in the U.S. Patent and Trademark Office and the U.S. Copyright OfficeIntercreditor Agreement) Lien on, and security interest in, all right, title and interest of the Loan Parties in such Pledged Collateral, in each case prior and superior in right to any other person other than, pursuant to the terms of the Intercreditor Agreement, the First Lien Secured Parties (as defined in the Intercreditor Agreement), and (ii) when financing statements in appropriate form are filed in the offices specified on Schedule 3.19(a), the Lien created under the Guarantee and Collateral Agreement will constitute a fully perfected Lien on, and security interest in, all right, title and interest of the proceeds thereofLoan Parties in such Collateral (other than Intellectual Property, as security for the Obligations (as defined in the Guarantee and Collateral Agreement), in each case prior and superior in right to any other Person (exceptperson, in the case of Collateral other than Pledged Stock, with respect to Liens expressly permitted by Section 7.3); provided, however, that 6.02. (ib) Upon the recordation of any trademark security agreement in the U.S. Patent and Trademark Office shall occur within three (3) months of the date of the Guarantee and Collateral Agreement; Agreement (ii) the recordation of any copyright or a short-form security agreement shall occur within one (1) month of in form and substance reasonably satisfactory to the date of the Guarantee Borrower and Collateral Agreement; (iii) subsequent recordations may be necessary to perfect the security interest in issued registrations and applications for Intellectual Property acquired after the date of the Guarantee and Collateral Agreement; and (iv) certain actions may be required in order to perfect the Lien in Intellectual Property included in the Collateral which is protected under non-U.S. law. (bAgent) Each of with the Mortgages is effective to create United States Patent and Trademark Office and the United States Copyright Office, together with the financing statements in favor of the Administrative Agent, for the benefit of the Lenders, a legal, valid and enforceable Lien on the Mortgaged Properties described therein and proceeds thereof, and when the Mortgages are appropriate form filed in the offices specified on Schedule 4.19(b3.19(a), each such Mortgage Lien created under the Guarantee and Collateral Agreement shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in the Mortgaged Properties and the proceeds thereof, as security for the Obligations Intellectual Property (as defined in the relevant Mortgage)Guarantee and Collateral Agreement) in which a security interest may be perfected by filing in the United States and its territories and possessions, in each case prior and superior in right to any other Person. Schedule 1.1B-1 listsperson other than, as pursuant to the terms of the Closing DateIntercreditor Agreement, each parcel of owned real property located the First Lien Secured Parties (as defined in the Intercreditor Agreement) (it being understood that subsequent recordings in the United States Patent and held by the Borrower or any of its Subsidiaries Trademark Office and Schedule 1.1B-2 lists, as of the Closing Date, each leasehold interest in real property located in the United States Copyright Office may be necessary to perfect a Lien on registered trademarks and held patents, trademark and patent applications and registered copyrights acquired by the Borrower or any of its Subsidiaries where Loan Parties after the applicable lease agreement does not require the consent date hereof). (c) The Mortgages are effective to create in favor of the landlord thereunder Collateral Agent, for the ratable benefit of the Secured Parties, a legal, valid and enforceable Lien on all of the Loan Parties’ right, title and interest in and to the granting of Mortgaged Property thereunder and the proceeds thereof, and when the Mortgages are filed in the offices specified on Schedule 3.19(c), the Mortgages shall constitute a leasehold mortgage by the lessee thereunder. Schedule 1.1B-3 listsfully perfected Lien on, as and security interest in, all right, title and interest of the Closing DateLoan Parties in such Mortgaged Property and the proceeds thereof, in each leasehold interest case prior and superior in real property located in the United States and held by the Borrower or right to any of its Subsidiaries where the applicable lease agreement requires the consent of the landlord thereunder other person, other than with respect to the granting rights of a leasehold mortgage persons pursuant to Liens expressly permitted by the lessee thereunderSection 6.02.

Security Documents. (a) The Guarantee and Collateral Agreement is effective to create in favor of the Administrative Agent, Collateral Agent for the benefit of the LendersSecured Parties, a legal, valid and enforceable security interest in the Collateral described therein of a type in which a security interest can be created under Article 9 of the UCC (including any proceeds of any such item of Collateral); provided that for purposes of this Section 4.17(a), Collateral shall be deemed to exclude any Property expressly excluded from the definition of “Collateral” as set forth in the Guarantee and proceeds thereofCollateral Agreement (the “Excluded Collateral”). In the case of (i) the Pledged Stock defined in and Securities described in the Guarantee and Collateral Agreement, Agreement (other than Excluded Capital Stock) when any stock certificates or notes, as applicable, representing such Pledged Stock Securities are delivered to the Administrative Agent, Collateral Agent and in the case of (ii) the other Collateral described in the Guarantee and Collateral AgreementAgreement (other than Excluded Collateral), when financing statements and other filings specified on Schedule 4.19(a) in appropriate form are filed in the offices specified on Schedule 4.19(a), 4.17 (which financing statements have been duly completed and executed (as applicable) and delivered to the Collateral Agent) and such other filings as are specified on Schedule 3 to the Guarantee and Collateral Agreement are made, the Collateral Agent shall constitute have a fully perfected (with respect to Intellectual Property, to the extent such perfection and first priority may be achieved by filings made in the U.S. Patent and Trademark Office and the U.S. Copyright Office) Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral (including any proceeds of any item of Collateral) (to the extent a security interest in such Collateral can be perfected through the filing of financing statements in the offices specified on Schedule 4.17 and the proceeds thereoffilings specified on Schedule 3 to the Guarantee and Collateral Agreement, and through the delivery of the Pledged Securities required to be delivered on the Closing Date), as security for the Obligations (as defined in the Guarantee and Collateral Agreement)Obligations, in each case prior and superior in right to the Lien of any other Person (except, except (i) in the case of Collateral other than Pledged StockSecurities, Liens permitted by Section 7.3); provided, however, that 7.3 and (iii) Liens having priority by operation of law) to the recordation of any trademark security agreement in the U.S. Patent and Trademark Office shall occur within three (3) months of the date of extent required by the Guarantee and Collateral Agreement; (ii) the recordation of any copyright security agreement shall occur within one (1) month of the date of the Guarantee and Collateral Agreement; (iii) subsequent recordations may be necessary to perfect the security interest in issued registrations and applications for Intellectual Property acquired after the date of the Guarantee and Collateral Agreement; and (iv) certain actions may be required in order to perfect the Lien in Intellectual Property included in the Collateral which is protected under non-U.S. law. (b) Each Upon the execution and delivery of the Mortgages is any Mortgage to be executed and delivered pursuant to Section 6.8(b), such Mortgage shall be effective to create in favor of the Administrative Agent, Collateral Agent for the benefit of the Lenders, Secured Parties a legal, valid and enforceable Lien on the Mortgaged Properties Property described therein and proceeds thereof, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law) and the implied covenants of good faith and fair dealing; and when the Mortgages are such Mortgage is filed in the offices specified on Schedule 4.19(b)recording office designated by the Borrower, each such Mortgage shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in the such Mortgaged Properties Property and the proceeds thereof, as security for the Obligations (as defined in the relevant Mortgage), in each case prior and superior in right to any other Person. Schedule 1.1B-1 lists, as of the Closing Date, each parcel of owned real property located in the United States and held Person (other than Liens permitted by Section 7.3 or other encumbrances or rights permitted by the Borrower or any of its Subsidiaries and Schedule 1.1B-2 lists, as of the Closing Date, each leasehold interest in real property located in the United States and held by the Borrower or any of its Subsidiaries where the applicable lease agreement does not require the consent of the landlord thereunder to the granting of a leasehold mortgage by the lessee thereunder. Schedule 1.1B-3 lists, as of the Closing Date, each leasehold interest in real property located in the United States and held by the Borrower or any of its Subsidiaries where the applicable lease agreement requires the consent of the landlord thereunder to the granting of a leasehold mortgage by the lessee thereunderrelevant Mortgage).

Security Documents. (a) The Guarantee and Collateral Agreement is effective to create in favor of the Administrative Collateral Agent, for the benefit of the LendersSecured Parties, a legal, valid and enforceable security interest in the Collateral described therein and the proceeds thereof. In the case of (i) the Pledged Stock defined in and described in the Guarantee and Collateral AgreementStock, when stock certificates representing such Pledged Stock are delivered to the Administrative AgentCollateral Agent together with stock powers duly endorsed in blank, (ii) security interests in the Investment Accounts that can be perfected by control, when the Account Control Agreements and the Depositary Agreement have been duly executed and delivered by the parties thereto, and (iii) security interests in the case of the other Collateral described in the Guarantee and Collateral AgreementAgreement that can be perfected by the filing of financing statements under the Uniform Commercial Code, when financing statements and other filings specified on Schedule 4.19(a4.22(a) in appropriate form are filed in the offices specified on Schedule 4.19(a4.22(a), the Liens granted under the Guarantee and Collateral Agreement shall constitute a fully perfected (with respect to Intellectual Property, to the extent such perfection and priority may be achieved by filings made in the U.S. Patent and Trademark Office and the U.S. Copyright Office) Lien on, and security interest in, all right, title and interest of Holdings and the Loan Parties in such Collateral and the proceeds thereof, as security for the Guaranteed Obligations (as defined in the Guarantee and Collateral Agreement), in each case prior and superior in right to any other Person except (except, A) in the case of Collateral other than Pledged Stock, Liens permitted by Section 7.3); providedPermitted Liens, however, that or (iB) in the recordation case of any trademark security agreement in Pledged Stock, Liens (x) arising pursuant to the U.S. Patent and Trademark Office shall occur within three (3) months of the date of the Guarantee and Collateral Agreement; (ii) the recordation of any copyright security agreement shall occur within one (1) month of the date of the Guarantee and Collateral Agreement; (iii) subsequent recordations may be necessary to perfect the security interest in issued registrations and applications for Intellectual Property acquired after the date of the Guarantee and Collateral Agreement; and (iv) certain actions may be required in order to perfect the Lien in Intellectual Property included in the Collateral which is protected under non-U.S. law. (b) Each of the Mortgages is effective to create in favor of the Administrative Agentlimited liability company agreements, for the benefit of the Lenders, a legal, valid and enforceable Lien on the Mortgaged Properties described therein and proceeds thereof, and when the Mortgages are filed in the offices specified on Schedule 4.19(b), each such Mortgage shall constitute a fully perfected Lien on, and security interest in, all right, title and interest partnership agreements or other governing documents of the Loan Parties in the Mortgaged Properties and the proceeds thereofor applicable securities laws, as security (y) for the Obligations taxes not yet due or delinquent or (as defined in the relevant Mortgage), in each case prior and superior in right to any other Person. Schedule 1.1B-1 lists, as of the Closing Date, each parcel of owned real property located in the United States and held by the Borrower or any of its Subsidiaries and Schedule 1.1B-2 lists, as of the Closing Date, each leasehold interest in real property located in the United States and held by the Borrower or any of its Subsidiaries where the applicable lease agreement does not require the consent of the landlord thereunder z) arising pursuant to the granting of a leasehold mortgage by the lessee thereunder. Schedule 1.1B-3 lists, as of the Closing Date, each leasehold interest in real property located in the United States and held by the Borrower or any of its Subsidiaries where the applicable lease agreement requires the consent of the landlord thereunder to the granting of a leasehold mortgage by the lessee thereunderSecurity Documents.

Security Documents. (a) The Guarantee and Collateral Agreement Each Security Document (other than the Mortgage Amendments) is effective to create in favor of the Administrative Agent, Collateral Agent for the benefit of the LendersSecured Parties specified therein, a legal, valid and enforceable security interest and Lien in the Collateral described therein and proceeds thereof. In the case of the Pledged Stock Stock, as defined in and described in the Guarantee and Collateral Agreement, when stock certificates representing such Pledged Stock are delivered to the Administrative Collateral Agent, and in the case of the other Collateral described in the Guarantee and Collateral AgreementSecurity Documents, when financing statements and other filings specified on Schedule 4.19(a5.19(a) in appropriate form are filed in the offices specified on Schedule 4.19(a5.19(a), the Guarantee and Collateral Agreement and the other Security Documents shall constitute create a fully perfected (with respect to Intellectual Property, to the extent such perfection and priority may be achieved by filings made in the U.S. Patent and Trademark Office and the U.S. Copyright Office) Lien on, and security interest in, all right, title and interest of the Loan Parties party thereto in such Collateral and the proceeds thereof, as security for the Obligations (as defined in the Guarantee and Collateral Agreement)referred to therein, in each case prior and superior in right to any other Person (except, in the case of Collateral other than Pledged StockStock (which may be subject to Liens for certain Statutory Prior Claims), Liens permitted by Section 7.38.3); provided, however, that (i) the recordation of any trademark security agreement in the U.S. Patent and Trademark Office shall occur within three (3) months . As of the date Restatement Effective Date, there are no Statutory Prior Claims that encumber any Pledged Stock except for certain inchoate Canadian Statutory Prior Claims in respect of amounts not yet past due that could affect the Capital Stock of the Guarantee and Collateral Agreement; (ii) the recordation of any copyright security agreement shall occur within one (1) month of the date of the Guarantee and Collateral Agreement; (iii) subsequent recordations may be necessary to perfect the security interest in issued registrations and applications for Intellectual Property acquired after the date of the Guarantee and Collateral Agreement; and (iv) certain actions may be required in order to perfect the Lien in Intellectual Property included in the Collateral which is protected under non-U.S. lawCanadian Borrower. (b) Each of existing Mortgage, as amended by the Mortgages is Mortgage Amendments executed and delivered after the Restatement Effective Date, will be effective to continue to create in favor of the Administrative Collateral Agent, for the benefit of the LendersSecured Parties specified therein, a legal, valid and enforceable Lien on the Mortgaged Properties described therein and proceeds thereof, and when the Mortgages Mortgage Amendments are filed or registered in the offices specified on Schedule 4.19(b5.19(b), each such existing Mortgage, as amended by the Mortgage Amendments, shall constitute continue to create a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in the Mortgaged Properties and the proceeds thereofthereof described in each of the existing Mortgages, as amended by the Mortgage Amendments, as security for the Obligations (as defined in the relevant existing Mortgage, as amended by the Mortgage Amendments), in each case prior and superior in right to any other Person, other than Liens permitted pursuant to clauses (a), (b), (e), (h), (i), (k) and (m) of Section 8.3 or consented to by the Collateral Agent. Schedule 1.1B-1 1.1 lists, as of the Closing Restatement Effective Date, each parcel site of owned real property located and each leasehold interest in the United States and ground leases held by the Borrower Cedar Fair LP or any of its Subsidiaries and Schedule 1.1B-2 lists, as of the Closing Date, each leasehold interest in real property located in the United States and held by the Borrower or any of its Subsidiaries where the applicable lease agreement does not require the consent of the landlord thereunder to the granting of a leasehold mortgage by the lessee thereunder. Schedule 1.1B-3 lists, as of the Closing Date, each leasehold interest in real property located in the United States and held by the Borrower or any of its Subsidiaries where the applicable lease agreement requires the consent of the landlord thereunder to the granting of a leasehold mortgage by the lessee thereunderSubsidiaries.

Security Documents. (a) The As of the Closing Date, the provisions of the Escrow Agreement create a legal, valid and perfected security interest and Lien on the Escrow Property in favor of the Collateral Agent for the benefit of the Secured Parties over all other Liens on the Escrow Property, and the Guarantee and Collateral Agreement and each other Security Document is effective to create in favor of the Administrative Collateral Agent, for the benefit of the LendersSecured Parties, a legal, valid and enforceable security interest in the Collateral described therein and proceeds thereofthereof (to the extent a security interest can be created therein under the Uniform Commercial Code). In the case of the Pledged Stock defined in and Equity Interests described in the Guarantee and Collateral Agreement, when stock or interest certificates representing such Pledged Stock Equity Interests (along with properly completed stock or interest powers endorsing the Pledged Equity Interest and executed by the owner of such shares or interests are delivered to the Administrative Collateral Agent), and in the case of the other Collateral described in the Guarantee and Collateral AgreementAgreement or any other Security Document (other than Deposit Accounts), when financing statements and other filings specified on Schedule 4.19(a5.19(a) of the Disclosure Letter in appropriate form are filed in the offices specified on Schedule 4.19(a)5.19(a) of the Disclosure Letter, the Guarantee and Collateral Agreement Agent, for the benefit of the Secured Parties, shall constitute have a fully perfected (with respect to Intellectual Property, to the extent such perfection and priority may be achieved by filings made in the U.S. Patent and Trademark Office and the U.S. Copyright Office) Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral and the proceeds thereof, as security for the Obligations (as defined in the Guarantee and Collateral Agreement)Obligations, in each case prior and superior in right to any other Person (exceptexcept Liens permitted by Section 8.3 (other than Liens permitted by clauses (p), (ee) and (jj) of Section 8.3)), subject, however, in the case of Collateral other than any Pledged Stock, Liens permitted by Section 7.3); provided, however, that (i) the recordation Equity Interests of Foreign Subsidiaries to any trademark security agreement in the U.S. Patent and Trademark Office shall occur within three (3) months of the date of the Guarantee and Collateral Agreement; (ii) the recordation of any copyright security agreement shall occur within one (1) month of the date of the Guarantee and Collateral Agreement; (iii) subsequent recordations may be necessary to perfect the security interest in issued registrations and applications for Intellectual Property acquired after the date of the Guarantee and Collateral Agreement; and (iv) certain actions may be required in order to perfect the Lien in Intellectual Property included in the Collateral which is protected additional requirements under non-U.S. foreign law. (b) Each of Subject on the Mortgages Acquisition Effective Date to the Funds Certain Provisions, the Guarantee and Collateral Agreement and each other Security Document (in each case upon giving effect to any joinders thereto on the Acquisition Effective Date) is effective to create in favor of the Administrative Collateral Agent, for the benefit of the LendersSecured Parties, a legalvalid security interest in the Collateral described therein and proceeds thereof (to the extent a security interest can be created therein under the Uniform Commercial Code). In the case of the Pledged Equity Interests described in the Guarantee and Collateral Agreement (upon giving effect to any joinders thereto on the Acquisition Effective Date), when stock or interest certificates representing such Pledged Equity Interests (along with properly completed stock or interest powers endorsing the Pledged Equity Interest and executed by the owner of such shares or interests are delivered to the Collateral Agent), and in the case of the other Collateral described in the Guarantee and Collateral Agreement or any other Security Document (other than Deposit Accounts) (in each case upon giving effect to any joinders thereto on the Acquisition Effective Date), when financing statements and other filings specified on Schedule 5.19(b) of the Disclosure Letter in appropriate form are filed in the offices specified on Schedule 5.19(b) of the Disclosure Letter, the Collateral Agent, for the benefit of the Secured Parties, shall have a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral and the proceeds thereof, as security for the Obligations, in each case prior and superior in right to any other Person (except Liens permitted by Section 8.3 (other than Liens permitted by clauses (p), (ee) and (jj) of Section 8.3)), subject, however, in the case of any Pledged Equity Interests of Foreign Subsidiaries to any additional requirements under foreign law. (c) Schedule 5.19(c) of the Disclosure Letter lists, as of the Closing Date, each parcel of (i) owned real property that has a value, in the reasonable opinion of the Borrower, in excess of $10,000,000 and (ii) leasehold interests material to the business of the Borrower, the other Loan Parties or the Acquired Business, in each case, located in the United States and held by the Borrower or any of the other Loan Parties on the Closing Date. Upon delivery in accordance with Section 7.9(b), each of the Mortgages with respect to the Properties listed on Schedule 5.19(c) is effective to create in favor of the Collateral Agent, for the benefit of the Secured Parties, a valid and enforceable Lien on the Mortgaged Properties described therein and proceeds thereof, and when the Mortgages are filed in the offices specified on Schedule 4.19(b)therein, each such Mortgage shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in the Mortgaged Properties and the proceeds thereof, as security for the Obligations (as defined in the relevant Mortgage), in each case prior and superior in right to any other Person. Person (except Liens permitted by Section 8.3 (other than Liens permitted by clauses (p), (ee) and (jj) of Section 8.3)). (d) Schedule 1.1B-1 5.19(d) of the Disclosure Letter lists, as of the Closing Acquisition Effective Date, each parcel of (i) owned real property that has a value, in the reasonable opinion of the Borrower, in excess of $10,000,000 and (ii) leasehold interests material to the business of the Borrower, the other Loan Parties or the Acquired Business, in each case, located in the United States and held by the Borrower or any Acquired Business. Upon delivery in accordance with Section 7.9(b), each of its Subsidiaries the Mortgages with respect to the Properties listed on Schedule 5.19(d) is effective to create in favor of the Collateral Agent, for the benefit of the Secured Parties, a valid Lien on the Mortgaged Properties described therein and Schedule 1.1B-2 listsproceeds thereof, and when the Mortgages are filed in the offices specified therein, each such Mortgage shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in the Mortgaged Properties and the proceeds thereof, as of security for the Closing Date, each leasehold interest in real property located Obligations (as defined in the United States relevant Mortgage), in each case prior and held superior in right to any other Person (except Liens permitted by the Borrower or any Section 8.3 (other than Liens permitted by clauses (p), (ee) and (jj) of its Subsidiaries where the applicable lease agreement does not require the consent of the landlord thereunder to the granting of a leasehold mortgage by the lessee thereunder. Schedule 1.1B-3 lists, as of the Closing Date, each leasehold interest in real property located in the United States and held by the Borrower or any of its Subsidiaries where the applicable lease agreement requires the consent of the landlord thereunder to the granting of a leasehold mortgage by the lessee thereunderSection 8.3)).

Security Documents. (a) The Guarantee and Collateral Security Agreement is effective to create in favor of the Administrative Agent, Agent for the benefit of the LendersSecured Parties, a legal, valid and enforceable first priority security interest in the Collateral described therein and (including any proceeds thereofof any item of Collateral). In the case of (i) the Pledged Stock defined in and pledged securities described in the Guarantee and Collateral Security Agreement, when stock any certificates or notes, as applicable, representing such Pledged Stock pledged securities are delivered to the Administrative Agent, Agent and in the case of (ii) the other Collateral described in the Guarantee and Collateral Security Agreement, when financing statements and other filings specified on Schedule 4.19(a) in appropriate form are filed in the offices specified on Schedule 4.19(a4.17 (which financing statements have been duly completed and executed (as applicable) and delivered to the Administrative Agent), the Guarantee and Collateral Agreement Administrative Agent shall constitute a fully perfected (with respect to Intellectual Property, to the extent such perfection and priority may be achieved by filings made in the U.S. Patent and Trademark Office and the U.S. Copyright Office) Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral and the proceeds thereof, as security for the Obligations (as defined in the Guarantee and Collateral Agreement), in each case prior and superior in right to any other Person (except, in the case of Collateral other than Pledged Stock, Liens permitted by Section 7.3); provided, however, that (i) the recordation of any trademark security agreement in the U.S. Patent and Trademark Office shall occur within three (3) months of the date of the Guarantee and Collateral Agreement; (ii) the recordation of any copyright security agreement shall occur within one (1) month of the date of the Guarantee and Collateral Agreement; (iii) subsequent recordations may be necessary to perfect the security interest in issued registrations and applications for Intellectual Property acquired after the date of the Guarantee and Collateral Agreement; and (iv) certain actions may be required in order to perfect the Lien in Intellectual Property included in the Collateral which is protected under non-U.S. law. (b) Each of the Mortgages is effective to create in favor of the Administrative Agent, for the benefit of the Lenders, a legal, valid and enforceable Lien on the Mortgaged Properties described therein and proceeds thereof, and when the Mortgages are filed in the offices specified on Schedule 4.19(b), each such Mortgage shall constitute have a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties Obligors in such Collateral (including any proceeds of any item of Collateral) (to the extent a security interest in such Collateral can be perfected through the filing of financing statements in the Mortgaged Properties offices specified on Schedule 4.17 and through the proceeds thereofdelivery of such pledged securities), as security for the Obligations (as defined in the relevant Mortgage)Obligations, in each case prior and superior in right to any other Person. Schedule 1.1B-1 lists, as other than with respect to Liens permitted under Section 7.02. (b) Each Mortgage executed and delivered by each Obligor on or after the Fourth Restatement Effective Date pursuant to clause (d) of the Closing DateCollateral and Guarantee Requirement and Section 6.11 shall be effective to create in favor of the Administrative Agent (for the benefit of the Secured Parties) a legal, each parcel valid and enforceable security interest on all of owned real property located such Obligors’ right, title and interest in and to the Mortgaged Property thereunder and the proceeds thereof, and when such Mortgage is filed or recorded in the United States and held by proper real estate filing or recording office, the Borrower or any of its Subsidiaries and Schedule 1.1B-2 lists, as Administrative Agent (for the benefit of the Closing DateSecured Parties) shall have a fully perfected first priority Lien on, each leasehold and security interest in, all right, title and interest of such Obligor in real property located in such Mortgaged Property and, to the United States and held by the Borrower or any of its Subsidiaries where the applicable lease agreement does not require the consent extent applicable, subject to Section 9-315 of the landlord thereunder UCC, the proceeds thereof, in each case prior and superior in right to the granting of a leasehold mortgage by the lessee thereunder. Schedule 1.1B-3 listsany other Person, as of the Closing Date, each leasehold interest in real property located in the United States and held by the Borrower or any of its Subsidiaries where the applicable lease agreement requires the consent of the landlord thereunder other than with respect to the granting of a leasehold mortgage by the lessee thereunderLiens permitted under Section 7.02.

Security Documents. (a) The Guarantee and Collateral Agreement is effective to create in favor of the Administrative Agent, for the benefit of the LendersSecured Parties, a legal, valid and enforceable security interest in the Collateral described therein and proceeds thereof. In the case of the Pledged Stock defined in and described in the Guarantee and Collateral Agreement, when stock certificates representing such Pledged Stock are delivered to the Administrative AgentAgent (together with a properly completed and signed stock power or endorsement), and in the case of the other Collateral described in the Guarantee and Collateral Agreement, when financing statements and other filings specified on Schedule 4.19(a4.20(a) in appropriate form are filed in the offices specified on Schedule 4.19(a)4.20(a) together with payment of any filing or recordation fees, or, with respect to after-acquired property, when the requirements set forth in Section 5.9 have been complied with, the Guarantee and Collateral Agreement Administrative Agent shall constitute have a fully perfected (with respect to Intellectual Property, to the extent such perfection and priority may be achieved by filings made in the U.S. Patent and Trademark Office and the U.S. Copyright Office) Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral (except for registration of and application for Intellectual Property filed outside the proceeds thereofUnited States) to the extent such Lien can be perfected by the filing of financing statements under the applicable UCC, as security for the Obligations (as defined in the Guarantee and Collateral Agreement), in each case prior and superior in right to any other Person (except, except (x) in the case of Collateral other than Pledged Stock, Liens permitted by Section 7.3); provided, however, that 7.2 and (iy) the recordation of any trademark security agreement in the U.S. Patent and Trademark Office shall occur within three (3) months case of Collateral constituting Pledged Stock, inchoate Liens arising by operation of law), in each case, to the date of extent required by the Guarantee and Collateral Agreement; (ii) the recordation of any copyright security agreement shall occur within one (1) month of the date of the Guarantee and Collateral Agreement; (iii) subsequent recordations may be necessary to perfect the security interest in issued registrations and applications for Intellectual Property acquired after the date of the Guarantee and Collateral Agreement; and (iv) certain actions may be required in order to perfect the Lien in Intellectual Property included in the Collateral which is protected under non-U.S. law. (b) Each To the extent applicable, each of the Mortgages Mortgages, if any, entered into pursuant to Section 5.9(d) is effective to create in favor of the Administrative Agent, for the benefit of the LendersSecured Parties, a legal, valid and enforceable Lien on the Mortgaged Properties property described therein and proceeds thereoftherein, and when the Mortgages are filed in the offices specified on Schedule 4.19(b)appropriate offices, each such Mortgage shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in the Mortgaged Properties and the proceeds thereofsubject property, as security for the Obligations (as defined in the relevant Mortgage), in each case prior and superior in right to any other Person. Schedule 1.1B-1 lists, as of the Closing Date, each parcel of owned real property located in the United States and held Person (except Liens permitted by the Borrower or any of its Subsidiaries and Schedule 1.1B-2 lists, as of the Closing Date, each leasehold interest in real property located in the United States and held by the Borrower or any of its Subsidiaries where the applicable lease agreement does not require the consent of the landlord thereunder to the granting of a leasehold mortgage by the lessee thereunder. Schedule 1.1B-3 lists, as of the Closing Date, each leasehold interest in real property located in the United States and held by the Borrower or any of its Subsidiaries where the applicable lease agreement requires the consent of the landlord thereunder to the granting of a leasehold mortgage by the lessee thereunderSection 7.2).

Security Documents. (a) The Guarantee and Collateral Agreement is effective to create in favor of the Administrative Collateral Agent, for the benefit of the LendersLenders and the Fronting Banks, a legal, valid and enforceable security interest in the Collateral described therein and proceeds thereof. In the case of the Pledged Stock defined in and described in the Guarantee and Collateral Agreement, when stock certificates (if any) representing such Pledged Stock are delivered to the Administrative Collateral Agent, and in the case of the other Collateral described in the Guarantee and Collateral Agreement, when financing statements and other filings specified on Schedule 4.19(a3.18(a) in appropriate form are filed in the offices specified on Schedule 4.19(a3.18(a), the Guarantee and Collateral Agreement shall constitute a fully perfected (with respect to Intellectual Property, to the extent such perfection and priority may be achieved by filings made in the U.S. Patent and Trademark Office and the U.S. Copyright Office) Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral and the proceeds thereofthereof to the extent security interests can be so perfected (by delivery or filing UCC financing statements as applicable) on such Collateral, as security for the Obligations (as defined in the Guarantee and Collateral Agreement), in each such case prior and superior in right to any other Person (except, in the case of Collateral other than Pledged Stock, Liens permitted by Section 7.3other Permitted Liens); provided, however, that (i) the recordation of any trademark security agreement in the U.S. Patent and Trademark Office shall occur within three (3) months of the date of the Guarantee and Collateral Agreement; (ii) the recordation of any copyright security agreement shall occur within one (1) month of the date of the Guarantee and Collateral Agreement; (iii) subsequent recordations may be necessary to perfect the security interest in issued registrations and applications for Intellectual Property acquired after the date of the Guarantee and Collateral Agreement; and (iv) certain actions may be required in order to perfect the Lien in Intellectual Property included in the Collateral which is protected under non-U.S. law. (b) Each of the Mortgages Mortgages, as amended by the respective Fifth Amendment to Mortgage (and as may be further amended thereafter), is effective to create in favor of the Administrative Collateral Agent, for the benefit of the LendersLenders and the Fronting Banks, a legal, valid and enforceable Lien on the Mortgaged Properties described therein and proceeds thereof, and when the Mortgages Fifth Amendment to Mortgage (and any subsequent amendments thereto) are filed in the offices specified on Schedule 4.19(b3.18(b), each such Mortgage, as amended by the respective Fifth Amendment to Mortgage (and as may be further amended thereafter), shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in the Mortgaged Properties and the proceeds thereof, as security for the Obligations (as defined in the relevant Mortgage), in each case prior and superior in right to any other PersonPerson other than Permitted Liens. Schedule 1.1B-1 1.1C lists, as of the Closing Date, each parcel of owned real property located in the United States and held by the Borrower or any of its Subsidiaries and Schedule 1.1B-2 lists, as of the Closing Date, each leasehold interest in real property located in the United States and held by the Borrower or any of its Subsidiaries where that has a value, in the applicable lease agreement does not require the consent reasonable opinion of the landlord thereunder to the granting Borrower, in excess of a leasehold mortgage by the lessee thereunder. Schedule 1.1B-3 lists, as of the Closing Date, each leasehold interest in real property located in the United States and held by the Borrower or any of its Subsidiaries where the applicable lease agreement requires the consent of the landlord thereunder to the granting of a leasehold mortgage by the lessee thereunder$5,000,000.

Security Documents. (a) The Guarantee Security Pledge Agreement, upon execution and Collateral Agreement is delivery thereof by the parties thereto, will be effective to create in favor of the Administrative Collateral Agent, for the benefit of the LendersSecured Parties, a legal, valid and enforceable first priority (subject only to Permitted Liens) security interest in the Collateral described therein and proceeds thereof, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, moratorium, reorganization and other similar laws relating to or affecting creditors’ rights generally and general principles of equity (whether considered in a proceeding in equity or law). In the case of the Pledged Stock defined in and described in the Guarantee and Collateral Security Pledge Agreement, when stock certificates representing such Pledged Stock are delivered to the Administrative AgentCollateral Agent (together with a properly completed and signed undated endorsement), and in the case of the other Collateral described in the Guarantee and Collateral Security Pledge Agreement, when financing statements and other filings specified on Schedule 4.19(a) 8.19 in appropriate form are filed in the offices specified on Schedule 4.19(a)8.19, the Guarantee and Collateral Security Pledge Agreement shall constitute a fully perfected (with respect to Intellectual Property, to the extent such perfection and priority may be achieved by filings made in the U.S. Patent and Trademark Office and the U.S. Copyright Office) Lien on, and first priority (subject only to Permitted Liens) security interest in, all right, title and interest of the Loan Credit Parties in such Collateral and the proceeds thereofthereof (other than Intellectual Property registered or issued in the United States that is Collateral for which additional filings in the United States Patent and Trademark Office and United States Copyright Office, as applicable, are required to be made under Applicable Laws, in each case, if and to the extent perfection may be achieved by such filings and with respect to Pledged Stock of any Foreign Subsidiary which may require additional documents under Applicable Laws, if and to the extent perfection may be achieved by such delivery and/or such filings) to the extent such proceeds can be protected by such filings, as security for the Obligations (as defined in the Guarantee and Collateral Agreement), in each case prior and superior in right to any other Person (except, in the case of Collateral other than Pledged Stock, Liens permitted by Section 7.3); provided, however, that (i) the recordation of any trademark security agreement in the U.S. Patent and Trademark Office shall occur within three (3) months of the date of the Guarantee and Collateral Agreement; (ii) the recordation of any copyright security agreement shall occur within one (1) month of the date of the Guarantee and Collateral Agreement; (iii) subsequent recordations may be necessary to perfect the security interest in issued registrations and applications for Intellectual Property acquired after the date of the Guarantee and Collateral Agreement; and (iv) certain actions may be required in order to perfect the Lien in Intellectual Property included in the Collateral which is protected under non-U.S. lawObligations. (b) Each of the Mortgages is effective to create in favor of the Administrative Agent, for the benefit of the Lenders, a legal, valid and enforceable Lien on the Mortgaged Properties described therein and proceeds thereof, and when the Mortgages are filed in the offices specified on Schedule 4.19(b), each such Mortgage shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in the Mortgaged Properties and the proceeds thereof, as security for the Obligations (as defined in the relevant Mortgage), in each case prior and superior in right to any other Person. Schedule 1.1B-1 lists, as of the Closing Date, each parcel of owned real property located in the United States and held by the Borrower or any of its Subsidiaries and Schedule 1.1B-2 lists, as of the Closing Date, each leasehold interest in real property located in the United States and held by the Borrower or any of its Subsidiaries where the applicable lease agreement does not require the consent of the landlord thereunder to the granting of a leasehold mortgage by the lessee thereunder. Schedule 1.1B-3 lists, as of the Closing Date, each leasehold interest in real property located in the United States and held by the Borrower or any of its Subsidiaries where the applicable lease agreement requires the consent of the landlord thereunder to the granting of a leasehold mortgage by the lessee thereunder.

Security Documents. (a) The Guarantee and Collateral provisions of this Agreement is are effective to create create, in favor of the Administrative Agent, Agent for the benefit of the LendersSecured Parties, a legal, valid and enforceable Lien on, and security interest in in, all of the Collateral described therein and proceeds thereof. In the case of the Pledged Stock defined in and described in the Guarantee and Collateral Agreement, when stock certificates representing such Pledged Stock are delivered to the Administrative Agentherein, and in the case of the other Collateral described in the Guarantee and Collateral Agreement, (i) when financing statements and other filings specified on Schedule 4.19(a) in appropriate form are filed in the offices specified set forth on Schedule 4.19(a9.1.25(a) and (ii) upon the taking of possession or control by Administrative Agent (or by the Term Loan Agent subject to the terms of the Intercreditor Agreement) of the Collateral with respect to which a security interest may be perfected only by possession or control (which possession or control shall be given to Administrative Agent (or the Term Loan Agent subject to the terms of the Intercreditor Agreement) to the extent possession or control by Administrative Agent is required by this Agreement), the Guarantee and Collateral Liens created by this Agreement shall constitute a fully perfected first priority (with respect to Intellectual Propertyor, subject to the extent such perfection and priority may be achieved by filings made in the U.S. Patent and Trademark Office and the U.S. Copyright OfficeIntercreditor Agreement, second priority) Lien Liens on, and security interest interests in, all right, title and interest of the Loan Parties Obligors in the Collateral covered thereby (other than such Collateral in which a security interest cannot be perfected under the Uniform Commercial Code as in effect at the relevant time in the relevant jurisdiction), in each case free of all Liens other than Permitted Liens, and prior and superior to all other Liens other than such Liens and, subject to the terms of the Intercreditor Agreement, the Liens in favor of the Term Loan Agent. (b) If and when executed and delivered, each Mortgage will be effective to create, in favor of Administrative Agent (or such other trustee as may be required or desired under local law) for the benefit of the Secured Parties, legal, valid and enforceable Liens on, and security interests in, all of the Mortgaged Property and the proceeds thereof, as security for subject only to Permitted Liens, and when any Mortgage is executed and delivered after the Obligations (as defined date hereof in accordance with the provisions of Section 7.3.1 and filed in the Guarantee appropriate offices), the Mortgages shall constitute fully perfected first priority (or, subject to the Intercreditor Agreement, second priority) Liens on, and Collateral Agreement)security interests in, all right, title and interest of the Obligors in the Real Estate subject to such Mortgage and the proceeds thereof, in each case prior and superior in right to any other Person (exceptperson, in the case of Collateral other than Pledged Stock, Liens permitted by Section 7.3); providedsuch Mortgage and, however, that (i) subject to the recordation of any trademark security agreement in the U.S. Patent and Trademark Office shall occur within three (3) months terms of the date Intercreditor Agreement, the Liens in favor of the Guarantee and Collateral Agreement; (ii) the recordation of any copyright security agreement shall occur within one (1) month of the date of the Guarantee and Collateral Agreement; (iii) subsequent recordations may be necessary to perfect the security interest in issued registrations and applications for Intellectual Property acquired after the date of the Guarantee and Collateral Agreement; and (iv) certain actions may be required in order to perfect the Lien in Intellectual Property included in the Collateral which is protected under non-U.S. lawTerm Loan Agent. (bc) Each of the Mortgages Security Document delivered pursuant to Section 7.4, Section 7.6 or Section 10.1.13, upon execution and delivery thereof, is effective to create in favor of the Administrative Agent, for the benefit of the LendersSecured Parties, a legal, valid and enforceable Lien on the Mortgaged Properties described therein and proceeds thereof, and when the Mortgages are filed in the offices specified on Schedule 4.19(b), each such Mortgage shall constitute a fully perfected Lien Liens on, and security interest interests in, all of the Collateral thereunder, and when all appropriate filings or recordings are made in the appropriate offices as may be required under Applicable Law or possession or control is conferred to Administrative Agent, such Security Document will constitute fully perfected first priority (or, subject to the Intercreditor Agreement, second priority) Liens on, and security interests in, all right, title and interest of the Loan Parties Obligors in the Mortgaged Properties and the proceeds thereof, as security for the Obligations (as defined in the relevant Mortgage)such Collateral, in each case prior and superior in right to any with no other Person. Schedule 1.1B-1 lists, as of the Closing Date, each parcel of owned real property located in the United States and held by the Borrower or any of its Subsidiaries and Schedule 1.1B-2 lists, as of the Closing Date, each leasehold interest in real property located in the United States and held by the Borrower or any of its Subsidiaries where the applicable lease agreement does not require the consent of the landlord thereunder to the granting of a leasehold mortgage by the lessee thereunder. Schedule 1.1B-3 lists, as of the Closing Date, each leasehold interest in real property located in the United States and held by the Borrower or any of its Subsidiaries where the applicable lease agreement requires the consent of the landlord thereunder to the granting of a leasehold mortgage by the lessee thereunderLiens except for Permitted Liens.

Security Documents. (a) The Guarantee and Collateral Agreement is effective to create in favor of the Administrative Agent, Collateral Agent for the benefit of the LendersSecured Parties, a legal, legal and valid and enforceable first priority security interest (subject to Liens permitted by Section 7.3) in the Collateral described therein and (including any proceeds thereofof any item of Collateral). In the case of (i) the Pledged Stock defined in and Securities described in the Guarantee and Collateral AgreementAgreement constituting Certificated Securities, when any stock certificates or notes, as applicable, representing such Pledged Stock Securities are delivered to the Administrative Agent, Collateral Agent and in (ii) the case of the other Collateral described in the Guarantee and Collateral AgreementAgreement (other than the Collateral referred to in the immediately preceding clause (i)), when financing statements and other filings specified on Schedule 4.19(a) in appropriate form are filed in the offices specified on Schedule 4.19(a4.17(a) (which financing statements have been duly completed and executed (as applicable) and delivered to the Collateral Agent), recordation of the Guarantee security interest of the Collateral Agent on behalf of the Secured Parties has been made in the United States Patent and Trademark Office, and such other filings as are specified on Schedule 4.17(a) are made, the Collateral Agreement Agent shall constitute have a fully perfected (with respect to Intellectual Property, to the extent such perfection and first priority may be achieved by filings made in the U.S. Patent and Trademark Office and the U.S. Copyright Office) Lien on, and first priority security interest in, all right, title and interest of the Loan Parties in such Collateral (including any proceeds of any item of Collateral), to the extent a security interest in such Collateral can be perfected through the filing of financing statements in the offices specified on Schedule 4.17(a), the filing of appropriate filings in the United States Patent and Trademark Office and the proceeds thereoffilings specified on Schedule 4.17(a), or through the delivery of the Pledged Securities required to be delivered on the Closing Date, as the case may be, as security for the Obligations (as defined in the Guarantee and Collateral Agreement)Obligations, in each case prior and superior in right to any other Person (except, in the case of Collateral other than Pledged Stock, except with respect to Liens permitted by Section 7.3); provided, however, that 7.3 other than clause (icc) thereof) to the recordation of any trademark security agreement in the U.S. Patent and Trademark Office shall occur within three (3) months of the date of extent required by the Guarantee and Collateral Agreement; (ii) the recordation of any copyright security agreement shall occur within one (1) month of the date of the Guarantee and Collateral Agreement; (iii) subsequent recordations may be necessary to perfect the security interest in issued registrations and applications for Intellectual Property acquired after the date of the Guarantee and Collateral Agreement; and (iv) certain actions may be required in order to perfect the Lien in Intellectual Property included in the Collateral which is protected under non-U.S. law. (b) Each Upon the execution and delivery of the Mortgages is any Mortgage to be executed and delivered pursuant to Section 6.8(b), such Mortgage shall be effective to create in favor of the Administrative Agent, Collateral Agent for the benefit of the Lenders, Secured Parties a legal, legal and valid and enforceable Lien on the Mortgaged Properties mortgaged property described therein and proceeds thereof, ; and when the Mortgages are such Mortgage is filed in the offices specified on Schedule 4.19(b)recording office designated by the Borrower, each such Mortgage shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in the Mortgaged Properties such mortgaged property and the proceeds thereof, as security for the Obligations (as defined in the relevant Mortgage), in each case prior and superior in right to any other Person. Schedule 1.1B-1 lists, as of the Closing Date, each parcel of owned real property located in the United States and held Person (except with respect to Liens permitted by Section 7.3 other than clause (cc) thereof) thereof or other encumbrances or rights permitted by the Borrower or any of its Subsidiaries and Schedule 1.1B-2 lists, as of the Closing Date, each leasehold interest in real property located in the United States and held by the Borrower or any of its Subsidiaries where the applicable lease agreement does not require the consent of the landlord thereunder to the granting of a leasehold mortgage by the lessee thereunder. Schedule 1.1B-3 lists, as of the Closing Date, each leasehold interest in real property located in the United States and held by the Borrower or any of its Subsidiaries where the applicable lease agreement requires the consent of the landlord thereunder to the granting of a leasehold mortgage by the lessee thereunderrelevant Mortgage).

Security Documents. (a) The Guarantee and Collateral Agreement is effective to create in favor of the Administrative Collateral Agent, for the ratable benefit of the LendersSenior Secured Parties, a legal, valid valid, binding and enforceable security interest in the Collateral described therein and proceeds thereof. In , subject to applicable insolvency, bankruptcy, reorganization, moratorium, fraudulent transfer and other laws now or hereafter in effect generally affecting rights of creditors and (including with respect to specific performance) principles of equity, whether considered in a proceeding in equity or in law and to the discretion of the court before which any proceeding therefor may be brought, and (i) in the case of the Pledged Stock defined in and described in Securities, upon the Guarantee and Collateral Agreement, earlier of (A) when stock certificates representing such Pledged Stock Securities are delivered to the Administrative Agent, Collateral Agent and in the case of the other Collateral described in the Guarantee and Collateral Agreement, (B) when financing statements and other filings specified on Schedule 4.19(a) in appropriate form are filed in the offices specified on Schedule 4.19(a3.19(a); (ii) in the case of Deposit Accounts not constituting Excluded Perfection Assets, by the execution and delivery of Control Agreements providing for “control” as described in Section 9-104 of the UCC; (iii) in the case of Securities Accounts not constituting Excluded Perfection Assets, upon the earlier of (A) the filing of financing statements in the offices specified on Schedule 3.19(a) and (B) the execution and delivery of Control Agreements providing for “control” as described in Section 9-106 of the UCC; and (iv) in the case of all other Collateral described therein (other than Mortgaged Properties, Excluded Perfection Assets, Intellectual Property Collateral, money not credited to a Deposit Account or letter of credit rights not constituting supporting obligations), when financing statements in appropriate form are filed in the offices specified on Schedule 3.19(a), the Guarantee and Collateral Agreement shall constitute a fully perfected Lien on, all right, title and interest of the Senior Secured Parties in such Collateral and proceeds thereof, as security for the Secured Obligations arising hereunder, in each case prior and superior to the rights of any other Person (except, in the case of all Collateral other than Pledged Securities, with respect to Permitted Liens, and in respect of Pledged Securities, the Permitted Liens set forth in clause (e) of Section 6.02). (b) Each Intellectual PropertyProperty Security Agreement is effective to create in favor of the Collateral Agent, for the ratable benefit of the Senior Secured Parties, a legal, valid, binding and enforceable security interest in the Intellectual Property Collateral described therein and proceeds thereof, subject to applicable insolvency, bankruptcy, reorganization, moratorium, fraudulent transfer and other laws now or hereafter in effect generally affecting rights of creditors and (including with respect to specific performance) principles of equity, whether considered in a proceeding in equity or in law and to the extent such perfection and priority discretion of the court before which any proceeding therefor may be achieved by filings made brought. When each Intellectual Property Security Agreement is filed in the U.S. United States Patent and Trademark Office and the U.S. United States Copyright Office) , respectively, together with financing statements in appropriate form filed in the offices specified in Schedule 3.19(a), in each case within the time period prescribed by Applicable Law, such Intellectual Property Security Agreement shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties grantors thereunder in such Collateral and the proceeds thereofIntellectual Property Collateral, as security for the Secured Obligations (as defined in the Guarantee and Collateral Agreement)arising hereunder, in each case prior and superior in right to any other Person (except, except with respect to Permitted Liens) (it being understood that subsequent recordings in the case of Collateral other than Pledged Stock, Liens permitted by Section 7.3); provided, however, that (i) the recordation of any trademark security agreement in the U.S. United States Patent and Trademark Office shall occur within three (3) months of and the date of United States Copyright Office may be necessary to perfect a Lien on registered trademarks, trademark applications, patents, patent applications and registered copyrights acquired by the Guarantee grantors after the Funds Availability Date and Collateral Agreement; (ii) the recordation of any copyright security agreement shall occur within one (1) month of the date of the Guarantee and Collateral Agreement; (iii) subsequent recordations additional filings and/or other actions may be necessary to perfect the Collateral Agent’s security interest in issued Intellectual Property Collateral that is created under the laws of a jurisdiction outside the United States. Any such additional filings and/or other actions that may be necessary to perfect the Collateral Agent’s security interest in registrations and applications for registration of Intellectual Property acquired after the date of (as defined in the Guarantee and Collateral Agreement; and (iv) certain actions may be required in order to perfect the Lien in Intellectual Property included in the Intellectual Property Collateral which that is protected created under non-U.S. lawthe laws of a jurisdiction outside the United States shall be described in writing to the Collateral Agent and its legal counsel by the Borrower or its legal counsel). (bc) Each of the Mortgages is effective to create in favor of the Administrative Collateral Agent, for the ratable benefit of the LendersSenior Secured Parties, a legal, valid valid, binding, subsisting and enforceable Lien on on, and security interest in, all of the Loan Parties’ right, title and interest in and to the Mortgaged Properties described therein Property thereunder and proceeds thereof, subject to applicable insolvency, bankruptcy, reorganization, moratorium, fraudulent transfer and other laws now or hereafter in effect generally affecting rights of creditors and (including with respect to specific performance) principles of equity, whether considered in a proceeding in equity or in law, and to the discretion of the court before which any proceeding therefor may be brought, and when the Mortgages are filed recorded in the offices specified on Schedule 4.19(b3.19(c), each such Mortgage shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties grantors thereof in the such Mortgaged Properties Property and the proceeds thereof, as security for the Secured Obligations (as defined in the relevant Mortgage)hereunder, in each case prior and superior in right to any other Person. Schedule 1.1B-1 listsPerson (except Liens expressly permitted by clause (a), as (f) and (g) of the Closing Date, each parcel of owned real property located in the United States and held by the Borrower or any of its Subsidiaries and Schedule 1.1B-2 lists, as of the Closing Date, each leasehold interest in real property located in the United States and held by the Borrower or any of its Subsidiaries where the applicable lease agreement does not require the consent of the landlord thereunder to the granting of a leasehold mortgage by the lessee thereunder. Schedule 1.1B-3 lists, as of the Closing Date, each leasehold interest in real property located in the United States and held by the Borrower or any of its Subsidiaries where the applicable lease agreement requires the consent of the landlord thereunder to the granting of a leasehold mortgage by the lessee thereunderSection 6.02.

Security Documents. (a) The Guarantee and Collateral Agreement is effective to create in favor of the Administrative Collateral Agent, for its benefit, for the benefit of the Administrative Agent and for the benefit of the Lenders, a legal, valid and enforceable security interest in the Collateral described therein and proceeds thereof. In the case of the Pledged Stock defined in and described in the Guarantee and Collateral Agreement, when stock certificates representing such Pledged Stock are delivered to the Administrative AgentCollateral Agent (together with a properly completed and signed stock power or endorsement), and in the case of the other Collateral described in the Guarantee and Collateral Agreement, when financing statements and other filings specified on Schedule 4.19(a4.20(a) in appropriate form are filed in the offices specified on Schedule 4.19(a)4.20(a) together with payment of any filing or recordation fees, or, with respect to after-acquired property, when the requirements set forth in Section 6.9 have been complied with, the Guarantee and Collateral Agreement Agent shall constitute have a fully perfected (with respect to Intellectual Property, to the extent such perfection and priority may be achieved by filings made in the U.S. Patent and Trademark Office and the U.S. Copyright Office) Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral and the proceeds thereofthereof (except for registration of and application for Intellectual Property filed outside the United States) to the extent such Lien can be perfected by the filing of financing statements under the applicable UCC, as security for the Obligations (as defined in the Guarantee and Collateral Agreement), in each case prior and superior in right to any other Person (except, in the case of Collateral other than Pledged Stock, Liens permitted by Section 7.3); provided, however, that (i) the recordation of any trademark security agreement and in the U.S. Patent case of Collateral constituting Pledged Stock, inchoate Liens arising by operation of law and Trademark Office shall occur within three (3) months of Liens permitted by Section 7.3(m)), in each case, to the date of extent required by the Guarantee and Collateral Agreement; (ii) the recordation of any copyright security agreement shall occur within one (1) month of the date of the Guarantee and Collateral Agreement; (iii) subsequent recordations may be necessary to perfect the security interest in issued registrations and applications for Intellectual Property acquired after the date of the Guarantee and Collateral Agreement; and (iv) certain actions may be required in order to perfect the Lien in Intellectual Property included in the Collateral which is protected under non-U.S. law. (b) Each of the Mortgages is effective to create in favor of the Administrative Collateral Agent, for its benefit, for the benefit of the Administrative Agent and for the benefit of the Lenders, a legal, valid and enforceable Lien on the Mortgaged Properties Property described therein and proceeds thereoftherein, and when the Mortgages are filed in the offices specified on Schedule 4.19(b4.20(b), each such Mortgage shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in the subject Mortgaged Properties and the proceeds thereofProperty, as security for the Obligations (as defined in the relevant Mortgage), in each case prior and superior in right to any other PersonPerson (except Liens permitted by Section 7.3). Schedule 1.1B-1 1.1B lists, as of the Closing Datedate hereof, each parcel of owned real property located in the United States and held by the Borrower Company or any of its Subsidiaries and Schedule 1.1B-2 lists, as of the Closing Date, each leasehold interest Guarantors that has a fair market value estimated in real property located in the United States and held good faith by the Borrower or any Company, in excess of its Subsidiaries where the applicable lease agreement does not require the consent of the landlord thereunder to the granting of $5,000,000 (each, a leasehold mortgage by the lessee thereunder. Schedule 1.1B-3 lists, as of the Closing Date, each leasehold interest in real property located in the United States and held by the Borrower or any of its Subsidiaries where the applicable lease agreement requires the consent of the landlord thereunder to the granting of a leasehold mortgage by the lessee thereunder“Mortgaged Property”).

Security Documents. (a) The Guarantee and Collateral Agreement is effective to create in favor of the Administrative Agent, for the ratable benefit of the LendersSecured Parties, a legal, valid and enforceable security interest in the Collateral described therein and the proceeds thereof. In the case of the Pledged Stock defined in and Stock, if any, described in the Guarantee and Collateral AgreementAgreement that are securities represented by stock certificates or otherwise constituting certificated securities within the meaning of Section 8-102(a)(15) of the UCC or the corresponding code or statute of any other applicable jurisdiction (“Certificated Securities”), when stock certificates representing such Pledged Stock are delivered to the Administrative Agent, and in the case of the other Collateral constituting personal property described in the Guarantee and Collateral Agreement, when financing statements and other filings specified on Schedule 4.19(a) in appropriate form are filed in the offices specified on Schedule 4.19(a), the Guarantee and Collateral Agreement Administrative Agent, for the benefit of the Secured Parties, shall constitute have a fully perfected (with respect to Intellectual Property, to the extent such perfection and priority may be achieved by filings made in the U.S. Patent and Trademark Office and the U.S. Copyright Office) Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral and the proceeds thereof, as security for the Obligations (as defined in the Guarantee and Collateral Agreement)Obligations, in each case prior and superior in right to any other Person (except, in the case of Collateral other than Pledged Stock, Liens permitted by Section 7.3); provided, however, that (i) the recordation of any trademark security agreement in the U.S. Patent and Trademark Office shall occur within three (3) months . As of the date of the Guarantee and Collateral Agreement; (ii) the recordation of Closing Date, no Loan Party that is a limited liability company or partnership has any copyright security agreement shall occur within one (1) month of the date of the Guarantee and Collateral Agreement; (iii) subsequent recordations may be necessary to perfect the security interest in issued registrations and applications for Intellectual Property acquired after the date of the Guarantee and Collateral Agreement; and (iv) certain actions may be required in order to perfect the Lien in Intellectual Property included in the Collateral which Capital Stock that is protected under non-U.S. lawa not Certificated Security. (b) Each of Any Mortgages delivered after the Mortgages is Closing Date pursuant to Section 6.12 will be, upon execution, effective to create in favor of the Administrative Agent, for the benefit of the LendersSecured Parties, a legal, valid and enforceable Lien on the Mortgaged Properties described therein and proceeds thereof, and when the Mortgages are filed in the offices specified on Schedule 4.19(b)for the applicable jurisdictions in which the Mortgaged Properties are located, each such Mortgage shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in the Mortgaged Properties and the proceeds thereof, as security for the Obligations (as defined in the relevant Mortgage), in each case prior and superior in right to any other Person. Schedule 1.1B-1 lists, as of the Closing Date, each parcel of owned real property located in the United States and held Person other than Liens permitted by the Borrower or any of its Subsidiaries and Schedule 1.1B-2 lists, as of the Closing Date, each leasehold interest in real property located in the United States and held by the Borrower or any of its Subsidiaries where the applicable lease agreement does not require the consent of the landlord thereunder to the granting of a leasehold mortgage by the lessee thereunder. Schedule 1.1B-3 lists, as of the Closing Date, each leasehold interest in real property located in the United States and held by the Borrower or any of its Subsidiaries where the applicable lease agreement requires the consent of the landlord thereunder to the granting of a leasehold mortgage by the lessee thereunderSection 7.3.

Security Documents. (a) The Guarantee and Collateral Agreement is effective to create in favor of the Administrative Collateral Agent, for the benefit of the Lenders, a legal, valid and enforceable security interest in the Collateral described therein and proceeds thereof. In the case of the Pledged Stock defined in and described in the Guarantee and Collateral Agreement, when stock certificates (if any) representing such Pledged Stock are delivered to the Administrative Collateral Agent, and in the case of the other Collateral described in the Guarantee and Collateral Agreement, when financing statements and other filings specified on Schedule 4.19(a3.18(a) in appropriate form are filed in the offices specified on Schedule 4.19(a3.18(a), the Guarantee and Collateral Agreement shall constitute a fully perfected (with respect to Intellectual Property, to the extent such perfection and priority may be achieved by filings made in the U.S. Patent and Trademark Office and the U.S. Copyright Office) Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral and the proceeds thereofthereof to the extent security interests can be so perfected (by delivery or filing UCC financing statements as applicable) on such Collateral, as security for the Obligations (as defined in the Guarantee and Collateral Agreement), in each such case prior and superior in right to any other Person (except, in the case of Collateral other than Pledged Stock, other Permitted Liens which are permitted by Section 7.3); provided, however, that (i) under this Agreement to be pari passu or senior to the recordation of any trademark security agreement in the U.S. Patent and Trademark Office shall occur within three (3) months Liens of the date Collateral Agent or which arise by operation of the Guarantee and Collateral Agreement; (ii) the recordation of any copyright security agreement shall occur within one (1) month of the date of the Guarantee and Collateral Agreement; (iii) subsequent recordations may be necessary to perfect the security interest in issued registrations and applications for Intellectual Property acquired after the date of the Guarantee and Collateral Agreement; and (iv) certain actions may be required in order to perfect the Lien in Intellectual Property included in the Collateral which is protected under non-U.S. law). (b) Each of the Mortgages Mortgages, when executed and delivered, is effective to create in favor of the Administrative Collateral Agent, for the benefit of the Lenders, a legal, valid and enforceable Lien on the Mortgaged Properties described therein and proceeds thereof, and when the Mortgages are filed in the offices specified on Schedule 4.19(b3.18(b), each such Mortgage shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in the Mortgaged Properties and the proceeds thereof, as security for the Obligations (as defined in the relevant Mortgage), in each case prior and superior in right to any other Person. Except as set forth in the definition of Mortgaged Properties, Schedule 1.1B-1 1.1C lists, as of the Closing Date, each parcel of owned real property located in the United States and held by the Borrower or any of its Subsidiaries and Schedule 1.1B-2 lists, as of the Closing Date, each leasehold interest in real property located in the United States and held by the Borrower or any of its Subsidiaries where that has a value, in the applicable lease agreement does not require the consent reasonable opinion of the landlord thereunder to the granting Borrower, in excess of a leasehold mortgage by the lessee thereunder. Schedule 1.1B-3 lists, as of the Closing Date, each leasehold interest in real property located in the United States and held by the Borrower or any of its Subsidiaries where the applicable lease agreement requires the consent of the landlord thereunder to the granting of a leasehold mortgage by the lessee thereunder$5,000,000.

Security Documents. Notwithstanding anything to the contrary contained herein or in any other Loan Document, within one Business Day of the Closing Date (or, solely with respect to clause (b), such later date as shall be reasonably acceptable to the Administrative Agent) the Borrower shall have caused to be delivered to the Administrative Agent (a) The Guarantee the Security Agreement, duly executed and Collateral Agreement is effective delivered by the Borrower, each other Loan Party and the Administrative Agent, (b) certificates, if any, representing the Pledged Equity (as defined in the Security Agreement) accompanied by undated stock powers executed in blank and instruments evidencing the Pledged Debt (as defined in the Security Agreement) indorsed in blank, (c) each document (including, without limitation, any Uniform Commercial Code financing statement) required by the Security Documents or under law or reasonably requested by the Administrative Agent to be filed, registered or recorded in order to create in favor of the Administrative Agent, for the benefit of the Lenders, a legalperfected Lien on the collateral described therein, valid and enforceable security interest in the Collateral described therein and proceeds thereof. In the case of the Pledged Stock defined in and described in the Guarantee and Collateral Agreement, when stock certificates representing such Pledged Stock are delivered to the Administrative Agent, and in the case of the other Collateral described in the Guarantee and Collateral Agreement, when financing statements and other filings specified on Schedule 4.19(a) in appropriate form are filed in the offices specified on Schedule 4.19(a), the Guarantee and Collateral Agreement shall constitute a fully perfected (with respect to Intellectual Property, to the extent such perfection and priority may be achieved by filings made in the U.S. Patent and Trademark Office and the U.S. Copyright Office) Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral and the proceeds thereof, as security for the Obligations (as defined in the Guarantee and Collateral Agreement), in each case prior and superior in right to any other Person (exceptother than with respect to Liens expressly permitted by Section 7.02), which shall have been delivered to the Administrative Agent in proper form for filing, registration or recordation (it being understood that no account control agreements or landlord waivers shall be required to be obtained or otherwise delivered by any of the Loan Parties), and (d) a written opinion (addressed to the Administrative Agent, the Issuing Lenders and the Lenders and dated the Closing Date) of ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, counsel for the Loan Parties, in form and substance reasonably satisfactory to the case Administrative Agent, covering such other matters relating to the Loan Parties, this Agreement or the Transactions as the Administrative Agent shall reasonably request (and the Borrower hereby instructs such counsel to deliver such opinion to the Lenders and the Administrative Agent). In addition, the Administrative Agent shall have received the results of Collateral other than Pledged Stockrecent lien searches in each relevant jurisdiction with respect to the Loan Parties, and such searches shall reveal no Liens on any of the assets of the Loan Parties except for Liens permitted by Section 7.3); provided, however, that (i) the recordation of any trademark security agreement in the U.S. Patent and Trademark Office shall occur within three (3) months of the date of the Guarantee and Collateral Agreement; (ii) the recordation of any copyright security agreement shall occur within one (1) month of the date of the Guarantee and Collateral Agreement; (iii) subsequent recordations may 7.02 or Liens to be necessary discharged pursuant to perfect the security interest in issued registrations and applications for Intellectual Property acquired after the date of the Guarantee and Collateral Agreement; and (iv) certain actions may be required in order documentation or arrangements reasonably satisfactory to perfect the Lien in Intellectual Property included in the Collateral which is protected under non-U.S. law. (b) Each of the Mortgages is effective to create in favor of the Administrative Agent, for the benefit of the Lenders, a legal, valid and enforceable Lien on the Mortgaged Properties described therein and proceeds thereof, and when the Mortgages are filed in the offices specified on Schedule 4.19(b), each such Mortgage shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in the Mortgaged Properties and the proceeds thereof, as security for the Obligations (as defined in the relevant Mortgage), in each case prior and superior in right to any other Person. Schedule 1.1B-1 lists, as of the Closing Date, each parcel of owned real property located in the United States and held by the Borrower or any of its Subsidiaries and Schedule 1.1B-2 lists, as of the Closing Date, each leasehold interest in real property located in the United States and held by the Borrower or any of its Subsidiaries where the applicable lease agreement does not require the consent of the landlord thereunder to the granting of a leasehold mortgage by the lessee thereunder. Schedule 1.1B-3 lists, as of the Closing Date, each leasehold interest in real property located in the United States and held by the Borrower or any of its Subsidiaries where the applicable lease agreement requires the consent of the landlord thereunder to the granting of a leasehold mortgage by the lessee thereunder.

Security Documents. On and after the Effective Date, (ai) The Guarantee and Collateral Agreement is the provisions of the Security Documents (other than the Peruvian Security Documents) are effective to create create, in favor of the Administrative Agent for the benefit of the Lenders, a legal, valid and enforceable first priority Lien (subject to Permitted Liens and the Peruvian Intercreditor Agreement) on all of the Collateral purported to be covered thereby, and all necessary recordings and filings have been made, or shall be made on the Effective Date, in all necessary public offices, and all other necessary and appropriate action has been taken, so that each such Security Document creates a perfected Lien on all right, title and interest of the Hudbay Group Member which is a party thereto in the Collateral covered thereby, prior and superior to all other Liens other than Permitted Liens (subject to the Peruvian Intercreditor Agreement) and all necessary consents to the creation, perfection and enforcement of such Liens, if required, have been obtained from each of the parties to the Material Agreements, as applicable; and (ii) the provisions of the Peruvian Security Documents are effective to create, in favor of the Peruvian Collateral Agent, the Management and Guarantee Trustee, the Conditional Credit Assignment Agent and the Share Trustee, as applicable, for the benefit of the Lenders, a legal, valid and enforceable security interest in first priority Lien (subject to Permitted Liens and the Peruvian Intercreditor Agreement) on all of the Collateral described therein purported to be covered thereby and proceeds thereof. In the case of the Pledged Stock defined in and described in the Guarantee and Collateral Agreementas set forth therein, when stock certificates representing so that each such Pledged Stock are delivered to the Administrative Agent, and in the case of the other Collateral described in the Guarantee and Collateral Agreement, when financing statements and other filings specified Security Document creates a perfected Lien on Schedule 4.19(a) in appropriate form are filed in the offices specified on Schedule 4.19(a), the Guarantee and Collateral Agreement shall constitute a fully perfected (with respect to Intellectual Property, to the extent such perfection and priority may be achieved by filings made in the U.S. Patent and Trademark Office and the U.S. Copyright Office) Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral and the proceeds thereof, as security for the Obligations (as defined Borrower in the Guarantee and Collateral Agreement)covered thereby, in each case prior and superior in right to any all other Person (except, in the case of Collateral Liens other than Pledged StockPermitted Liens (subject to the Peruvian Intercreditor Agreement) and all necessary consents to the creation, perfection and enforcement of such Liens permitted by Section 7.3); provided, however, that (i) the recordation of any trademark security agreement in the U.S. Patent and Trademark Office shall occur within three (3) months have been obtained from each of the date of the Guarantee and Collateral Agreement; (ii) the recordation of any copyright security agreement shall occur within one (1) month of the date of the Guarantee and Collateral Agreement; (iii) subsequent recordations may be necessary to perfect the security interest in issued registrations and applications for Intellectual Property acquired after the date of the Guarantee and Collateral Agreement; and (iv) certain actions may be required in order to perfect the Lien in Intellectual Property included in the Collateral which is protected under non-U.S. law. (b) Each of the Mortgages is effective to create in favor of the Administrative Agent, for the benefit of the Lenders, a legal, valid and enforceable Lien on the Mortgaged Properties described therein and proceeds thereof, and when the Mortgages are filed in the offices specified on Schedule 4.19(b), each such Mortgage shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in the Mortgaged Properties and the proceeds thereof, as security for the Obligations (as defined in the relevant Mortgage), in each case prior and superior in right to any other Person. Schedule 1.1B-1 lists, as of the Closing Date, each parcel of owned real property located in the United States and held by the Borrower or any of its Subsidiaries and Schedule 1.1B-2 lists, as of the Closing Date, each leasehold interest in real property located in the United States and held by the Borrower or any of its Subsidiaries where the applicable lease agreement does not require the consent of the landlord thereunder parties to the granting of a leasehold mortgage by the lessee thereunder. Schedule 1.1B-3 lists, as of the Closing Date, each leasehold interest in real property located in the United States and held by the Borrower or any of its Subsidiaries where the applicable lease agreement requires the consent of the landlord thereunder to the granting of a leasehold mortgage by the lessee thereunderMaterial Project Documents.

Security Documents. (a) The Guarantee and Collateral Agreement is effective to create in favor of the Administrative Agent, Collateral Agent for the benefit of the LendersSecured Parties, a legal, valid and enforceable security interest in the Collateral described therein of a type in which a security interest can be created under Article 9 of the UCC (including any proceeds of any such item of Collateral); provided that for purposes of this Section 4.17(a), Collateral shall be deemed to exclude any Property expressly excluded from the definition of “Collateral” as set forth in the Guarantee and proceeds thereofCollateral Agreement (the “Excluded Collateral”). In the case of (i) the Pledged Stock defined Securities described in the Guarantee and Collateral Agreement (other than Excluded Capital Stock) when any stock certificates or notes, as applicable, representing such Pledged Securities are delivered to the Collateral Agent, (ii) the Material Deposit Accounts and Material Securities Accounts described in the Guarantee and Collateral Agreement, when stock certificates representing control agreements with respect to such Pledged Stock Material Deposit Accounts and Material Securities Accounts are delivered executed granting “control” (as defined in the UCC) of such accounts to the Administrative Agent, Collateral Agent and in the case of (iii) the other Collateral described in the Guarantee and Collateral Agreement, when Agreement (other than Excluded Collateral and deposit accounts and securities accounts that do not constitute Material Deposit Accounts and Material Securities Accounts),when financing statements and other filings specified on Schedule 4.19(a) in appropriate form are filed in the offices specified on Schedule 4.19(a), 4.17 (which financing statements have been duly completed and executed (as applicable) and delivered to the Collateral Agent) and such other filings as are specified on Schedule 3 to the Guarantee and Collateral Agreement are made, the Collateral Agent shall constitute have a fully perfected (with respect to Intellectual Property, to the extent such perfection and first priority may be achieved by filings made in the U.S. Patent and Trademark Office and the U.S. Copyright Office) Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral (including any proceeds of any item of Collateral) (to the extent a security interest in such Collateral can be perfected through the filing of financing statements in the offices specified on Schedule 4.17 and the proceeds thereoffilings specified on Schedule 3 to the Guarantee and Collateral Agreement, and through the delivery of the Pledged Securities required to be delivered on the Closing Date), as security for the Obligations (as defined in the Guarantee and Collateral Agreement)Obligations, in each case prior and superior in right to the Lien of any other Person (except, except (i) in the case of Collateral other than Pledged StockSecurities, Liens permitted by Section 7.3); provided, however, that 7.3 and (iii) Liens having priority by operation of law) to the recordation of any trademark security agreement in the U.S. Patent and Trademark Office shall occur within three (3) months of the date of extent required by the Guarantee and Collateral Agreement; (ii) the recordation of any copyright security agreement shall occur within one (1) month of the date of the Guarantee and Collateral Agreement; (iii) subsequent recordations may be necessary to perfect the security interest in issued registrations and applications for Intellectual Property acquired after the date of the Guarantee and Collateral Agreement; and (iv) certain actions may be required in order to perfect the Lien in Intellectual Property included in the Collateral which is protected under non-U.S. law. (b) Each Upon the execution and delivery of the Mortgages is any Mortgage to be executed and delivered pursuant to Section 6.8(b), such Mortgage shall be effective to create in favor of the Administrative Agent, Collateral Agent for the benefit of the Lenders, Secured Parties a legal, valid and enforceable Lien on the Mortgaged Properties Property described therein and proceeds thereof, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law) and the implied covenants of good faith and fair dealing; and when the Mortgages are such Mortgage is filed in the offices specified on Schedule 4.19(b)recording office designated by the Borrower, each such Mortgage shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in the such Mortgaged Properties Property and the proceeds thereof, as security for the Obligations (as defined in the relevant Mortgage), in each case prior and superior in right to any other Person. Schedule 1.1B-1 lists, as of the Closing Date, each parcel of owned real property located in the United States and held Person (other than Liens permitted by Section 7.3 or other encumbrances or rights permitted by the Borrower or any of its Subsidiaries and Schedule 1.1B-2 lists, as of the Closing Date, each leasehold interest in real property located in the United States and held by the Borrower or any of its Subsidiaries where the applicable lease agreement does not require the consent of the landlord thereunder to the granting of a leasehold mortgage by the lessee thereunder. Schedule 1.1B-3 lists, as of the Closing Date, each leasehold interest in real property located in the United States and held by the Borrower or any of its Subsidiaries where the applicable lease agreement requires the consent of the landlord thereunder to the granting of a leasehold mortgage by the lessee thereunderrelevant Mortgage).

Security Documents. (a) The Guarantee and Collateral Agreement is effective until release thereof permitted under this Agreement to create in favor of the Administrative Agent, for the benefit of the LendersSecured Parties, a legal, valid and enforceable security interest in the Collateral described therein and proceeds thereof. In the case of the Pledged Stock defined in and described in the Guarantee and Collateral Agreement, when stock certificates representing such Pledged Stock are delivered to the Administrative Agent, and in the case of the other Collateral described in the Guarantee and Collateral Agreement, when financing statements and other filings specified on Schedule 4.19(a) in appropriate form are filed in the offices specified on Schedule 4.19(a), the Guarantee and Collateral Agreement shall constitute constitutes a fully perfected (with respect to Intellectual Property, to the extent such perfection and priority may be achieved by filings made in the U.S. Patent and Trademark Office and the U.S. Copyright Office) Lien on, and security interest in, on all right, title and interest of the Loan Parties Borrower and the Guarantors in such Collateral (other than such Collateral in which a security interest cannot be perfected by filing of a financing statement under the Uniform Commercial Code as in effect at the relevant time in the relevant jurisdiction) and the proceeds thereof, as security for the Obligations (as defined in the Guarantee and Collateral Agreement), in each case prior and superior in right to any other Person (exceptexcept Liens expressly permitted under Section 6.01, provided that Liens required by Section 6.01 to be junior to the Liens securing the Facility are, in fact, junior to the case of Collateral other than Pledged Stock, Liens permitted by Section 7.3); provided, however, that (i) securing the recordation of any trademark security agreement in the U.S. Patent and Trademark Office shall occur within three (3) months of the date of the Guarantee and Collateral Agreement; (ii) the recordation of any copyright security agreement shall occur within one (1) month of the date of the Guarantee and Collateral Agreement; (iii) subsequent recordations may be necessary to perfect the security interest in issued registrations and applications for Intellectual Property acquired after the date of the Guarantee and Collateral Agreement; and (iv) certain actions may be required in order to perfect the Lien in Intellectual Property included in the Collateral which is protected under non-U.S. lawFacility. (b) Each of the Mortgages is The Mortgages, upon execution and delivery thereof, are effective to create in favor of the Administrative Agent, for the benefit of the LendersSecured Parties, a legal, valid and enforceable Lien on the Mortgaged Properties described therein and proceeds thereof, and when the Mortgages are filed in the offices specified on Schedule 4.19(b)appropriate recording offices, each such Mortgage shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of Borrower and the Loan Parties Guarantors in the Mortgaged Properties and the proceeds thereof, as security for the Obligations (as defined in the relevant Mortgage), in each case prior and superior in right to any other Person. Schedule 1.1B-1 listsPerson except Liens expressly permitted under Sections 6.01, as provided that Liens required by Section 6.01 to be junior to the Liens securing the Facility are, in fact, junior to the Liens securing the Facility. (c) The Borrower has granted, or pursuant to Section 5.18(a), shall grant, or has caused the Guarantors to grant or, pursuant to Section 5.18(a), shall cause the Guarantors to grant, Mortgages in favor of the Closing DateAgent for the benefit of the Secured Parties, each parcel effective to create legal, valid and enforceable first priority Liens (subject only to Liens expressly permitted under Sections 6.01, provided that Liens required by Section 6.01 to be junior to the Liens securing the Facility are, in fact, junior to the Liens securing the Facility) on (i) all of the Real Property owned real property located in the United States and held by the Borrower or any of its Subsidiaries Guarantor other than Excluded Property and Schedule 1.1B-2 lists, as of the Closing Date, each leasehold interest in real property located in the United States and held by Real Property for which the Borrower or any of its Subsidiaries where the applicable lease agreement does Guarantor is not require the consent required to deliver a Mortgage as expressly provided in this Agreement and (ii) substantially all of the landlord thereunder to the granting of a leasehold mortgage Real Property owned by the lessee thereunder. Schedule 1.1B-3 listsBorrower, as the Guarantors and/or the Restricted Subsidiaries of the Closing DateBorrower which are necessary to operate the businesses of the Borrower, each leasehold interest in real property located the Guarantors and/or the Restricted Subsidiaries of the Borrower in the United States and held by the Borrower or any of its Subsidiaries where the applicable lease agreement requires the consent of the landlord thereunder to the granting of a leasehold mortgage by the lessee thereunderordinary course.

Security Documents. On and after the Effective Date, (ai) The Guarantee and Collateral Agreement is the provisions of the Security Documents (other than the Peruvian Security Documents) are effective to create create, in favor of the Administrative Agent for the benefit of the Lenders, a legal, valid and enforceable first priority Lien (subject to Permitted Liens and the Peruvian Intercreditor Agreement) on all of the Collateral purported to be covered thereby, and all necessary recordings and filings have been made, or shall be made on the Effective Date, in all necessary public offices, and all other necessary and appropriate action has been taken, so that each such Security Document creates a perfected Lien on all right, title and interest of the Hudbay Group Member which is a party thereto in the Collateral covered thereby, prior and superior to all other Liens other than Permitted Liens (subject to the Peruvian Intercreditor Agreement) and all necessary consents to the creation, perfection and enforcement of such Liens, if required, have been obtained from each of the parties to the Material Agreements, as applicable; and (ii) the provisions of the Peruvian Security Documents are effective to create, in favor of the Peruvian Collateral Agent, the Management and Guarantee Trustee, the Conditional Credit Assignment Agent and the Share Trustee, as applicable, for the benefit of the Lenders, a legal, valid and enforceable security interest in first priority Lien (subject to Permitted Liens and the Peruvian Intercreditor Agreement) on all of the Collateral described therein purported to be covered thereby and proceeds thereof. In the case of the Pledged Stock defined in and described in the Guarantee and Collateral Agreementas set forth therein, when stock certificates representing so that each such Pledged Stock are delivered to the Administrative Agent, and in the case of the other Collateral described in the Guarantee and Collateral Agreement, when financing statements and other filings specified Security Document creates a perfected Lien on Schedule 4.19(a) in appropriate form are filed in the offices specified on Schedule 4.19(a), the Guarantee and Collateral Agreement shall constitute a fully perfected (with respect to Intellectual Property, to the extent such perfection and priority may be achieved by filings made in the U.S. Patent and Trademark Office and the U.S. Copyright Office) Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral and the proceeds thereof, as security for the Obligations (as defined HB Peru SAC in the Guarantee and Collateral Agreement)covered thereby, in each case prior and superior in right to any all other Person (except, in the case of Collateral Liens other than Pledged StockPermitted Liens (subject to the Peruvian Intercreditor Agreement) and all necessary consents to the creation, perfection and enforcement of such Liens permitted by Section 7.3); provided, however, that (i) the recordation of any trademark security agreement in the U.S. Patent and Trademark Office shall occur within three (3) months have been obtained from each of the date of the Guarantee and Collateral Agreement; (ii) the recordation of any copyright security agreement shall occur within one (1) month of the date of the Guarantee and Collateral Agreement; (iii) subsequent recordations may be necessary to perfect the security interest in issued registrations and applications for Intellectual Property acquired after the date of the Guarantee and Collateral Agreement; and (iv) certain actions may be required in order to perfect the Lien in Intellectual Property included in the Collateral which is protected under non-U.S. law. (b) Each of the Mortgages is effective to create in favor of the Administrative Agent, for the benefit of the Lenders, a legal, valid and enforceable Lien on the Mortgaged Properties described therein and proceeds thereof, and when the Mortgages are filed in the offices specified on Schedule 4.19(b), each such Mortgage shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in the Mortgaged Properties and the proceeds thereof, as security for the Obligations (as defined in the relevant Mortgage), in each case prior and superior in right to any other Person. Schedule 1.1B-1 lists, as of the Closing Date, each parcel of owned real property located in the United States and held by the Borrower or any of its Subsidiaries and Schedule 1.1B-2 lists, as of the Closing Date, each leasehold interest in real property located in the United States and held by the Borrower or any of its Subsidiaries where the applicable lease agreement does not require the consent of the landlord thereunder parties to the granting of a leasehold mortgage by the lessee thereunder. Schedule 1.1B-3 lists, as of the Closing Date, each leasehold interest in real property located in the United States and held by the Borrower or any of its Subsidiaries where the applicable lease agreement requires the consent of the landlord thereunder to the granting of a leasehold mortgage by the lessee thereunderMaterial Project Documents.

Security Documents. (a) The Guarantee and Collateral Agreement is effective to create in favor of the Administrative Agent, for the benefit of the LendersSecured Parties (as defined in the Guarantee and Collateral Agreement), a legal, valid and enforceable security interest in the Collateral described therein and proceeds thereof. In the case of the Pledged Stock defined in and described in the Guarantee and Collateral Agreement, when stock certificates representing such Pledged Stock are delivered to the Administrative Agent, and in the case of the other Collateral described in the Guarantee and Collateral Agreement, when financing statements and other filings specified on Schedule 4.19(a) 4.17 in appropriate form are filed in the offices specified on Schedule 4.19(a)4.17, the Guarantee and Collateral Agreement shall constitute a fully perfected (with respect to Intellectual Property, to the extent such perfection and priority may be achieved by filings made in the U.S. Patent and Trademark Office and the U.S. Copyright Office) Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral and the proceeds thereof, as security for the Obligations (as defined in the Guarantee and Collateral Agreement), in each case prior and superior in right to any other Person (except, except (i) in the case of Collateral other than Pledged Stock, Permitted Liens permitted by Section 7.3); provided, however, that (i) the recordation of any trademark security agreement in the U.S. Patent and Trademark Office shall occur within three (3) months of the date of the Guarantee and Collateral Agreement; (ii) in the recordation case of any copyright security agreement shall occur within one (1) month of the date of the Guarantee and Collateral Agreement; (iii) subsequent recordations may be necessary to perfect the security interest in issued registrations and applications for Intellectual Property acquired after the date of the Guarantee and Collateral AgreementPledged Stock, statutory Liens); and (iv) certain actions may be required in order to perfect the Lien in Intellectual Property included in the Collateral which is protected under non-U.S. law. (b) Each When executed, each of the Mortgages is will be effective to create in favor of the Administrative Agent, for the benefit of the Lenders, a legal, valid and enforceable Lien on the Mortgaged Properties described therein and proceeds thereof, and when the Mortgages are filed accepted for recording in the offices specified on Schedule 4.19(b)applicable recording offices, each such Mortgage shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in the Mortgaged Properties and the proceeds thereof, as security for the Obligations (as defined in the relevant Mortgage), in each case prior and superior in right to any other PersonPerson (except for any Permitted Lien other than Liens securing Indebtedness). Schedule 1.1B-1 1.1F lists, as of the Closing First Amendment Effective Date, each parcel of owned real property located in the United States and held by the Borrower or any of its Subsidiaries and Schedule 1.1B-2 lists, as of the Closing Date, each leasehold interest in real property located in the United States and held by the Borrower or any of its Subsidiaries where that has a value, in the applicable lease agreement does not require the consent reasonable opinion of the landlord thereunder to the granting Borrower, in excess of a leasehold mortgage by the lessee thereunder. Schedule 1.1B-3 lists, as of the Closing Date, each leasehold interest in real property located in the United States and held by the Borrower or any of its Subsidiaries where the applicable lease agreement requires the consent of the landlord thereunder to the granting of a leasehold mortgage by the lessee thereunder$400,000.

Security Documents. (a) The Guarantee and Collateral Agreement is effective to create in favor of the Administrative Agent, for the benefit of the LendersSecured Parties, a legal, valid and enforceable security interest in the Collateral described therein and proceeds thereof. In the case of the Pledged Stock defined in and described in the Guarantee and Collateral AgreementAgreement that are securities represented by stock certificates or otherwise constituting certificated securities within the meaning of Section 8-102(a)(15) of the California UCC or the corresponding code or statute of any other applicable jurisdiction (“Certificated Securities”), when stock certificates representing such Pledged Stock are delivered to the Administrative Agent, and in the case of the other Collateral constituting personal property described in the Guarantee and Collateral Agreement, when financing statements and other filings specified on Schedule 4.19(a) in appropriate form are filed in the offices specified on Schedule 4.19(a), the Guarantee and Collateral Agreement Administrative Agent, for the benefit of the Secured Parties, shall constitute have a fully perfected (with respect to Intellectual Property, to the extent such perfection and priority may be achieved by filings made in the U.S. Patent and Trademark Office and the U.S. Copyright Office) Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral and the proceeds thereof, as security for the Obligations (as defined in the Guarantee and Collateral Agreement)Obligations, in each case prior and superior in right to any other Person (except, in the case of Collateral other than Pledged Stock, Liens permitted by Section 7.3); provided, however, to the extent that (i) the recordation of any trademark such Lien and security agreement in the U.S. Patent and Trademark Office shall occur within three (3) months of the date of the Guarantee and Collateral Agreement; (ii) the recordation of any copyright security agreement shall occur within one (1) month of the date of the Guarantee and Collateral Agreement; (iii) subsequent recordations interest may be necessary to perfect perfected by the security interest in issued registrations taking of possession of such Collateral or the filing of such financing statements and applications for Intellectual Property acquired after the date of the Guarantee and Collateral Agreement; and (iv) certain actions may be required in order to perfect the Lien in Intellectual Property included in the Collateral which is protected under non-U.S. lawother filings. (b) Each of the Mortgages is delivered after the Closing Date will be, upon execution, effective to create in favor of the Administrative Agent, for the benefit of the LendersSecured Parties, a legal, valid and enforceable Lien on the Mortgaged Properties described therein and proceeds thereof, and when the Mortgages are filed in the offices specified on Schedule 4.19(b)for the applicable jurisdictions in which the Mortgaged Properties are located, each such Mortgage shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in the Mortgaged Properties and the proceeds thereof, as security for the Obligations (as defined in the relevant Mortgage), in each case prior and superior in right to any other Person. Schedule 1.1B-1 lists, as of the Closing Date, each parcel of owned real property located in the United States and held by the Borrower or any of its Subsidiaries and Schedule 1.1B-2 lists, as of the Closing Date, each leasehold interest in real property located in the United States and held by the Borrower or any of its Subsidiaries where the applicable lease agreement does not require the consent of the landlord thereunder to the granting of a leasehold mortgage by the lessee thereunder. Schedule 1.1B-3 lists, as of the Closing Date, each leasehold interest in real property located in the United States and held by the Borrower or any of its Subsidiaries where the applicable lease agreement requires the consent of the landlord thereunder to the granting of a leasehold mortgage by the lessee thereunder.

Security Documents. (a) Each Vessel Mortgage in favor of the Collateral Agent executed and delivered on the Closing Date, the Acquisition Closing Date or the Third Restatement Effective Date, as applicable, for the benefit of the Secured Parties, is effective to create a legal, valid and enforceable Lien on all the applicable Loan Party’s right, title and interest in and to the whole of the Mortgaged Vessel covered thereby and the proceeds thereof, and when the Vessel Mortgages are registered in accordance with (i) the laws of the Bahamas, each Vessel Mortgage shall constitute (x) a first priority “statutory mortgage” on the Mortgaged Vessels covered thereby in favor of the Collateral Agent for the benefit of the Secured Parties in accordance with the Merchant Shipping Act, Chapter 268 of the Statute Laws of The Guarantee Bahamas and (y) a “preferred mortgage” within the meaning of Title 4▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ Code, Section 31301(6)(B) or (ii) the laws of the Republic of the M▇▇▇▇▇▇▇ Islands, each Vessel Mortgage shall constitute (x) a first “preferred mortgage” on the Mortgaged Vessels covered thereby in favor of Collateral Agent for the ratable benefit of the Secured Parties in accordance with the Chapter 3 of the M▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇, ▇▇▇▇, as amended, and (y) a “preferred mortgage” within the meaning of Title 46 of the United States Code, Section 31301(6)(B). (b) The Collateral Agreement, each Subsidiary Guarantor Pledge Agreement and each other Security Document specifically listed in the definition of such term is effective to create in favor of the Administrative Agent, Collateral Agent (for the benefit of the Lenders, Secured Parties) a legal, valid and enforceable security interest in the Collateral described therein and proceeds thereoftherein. In the case of the any Pledged Stock defined in and described in the Guarantee and Collateral AgreementCollateral, when stock certificates or instruments, as applicable, representing such Pledged Stock Collateral are delivered to the Administrative AgentCollateral Agent (together with stock powers or other instruments of transfer duly executed in blank), and and, in the case of the other Collateral described in the Guarantee such Security Documents (other than registered copyright and Collateral Agreementcopyright applications), when Uniform Commercial Code financing statements and statements, other filings or instruments, notices and consents required under the laws of any applicable jurisdiction and described in Schedule 3.17 (as amended from time to time) are filed, delivered or otherwise registered or recorded in the proper offices specified on in Schedule 4.19(a3.17, registries or government agencies (and, specifically (i) in appropriate form are filed the case of Collateral consisting of rights under insurances, when the applicable underwriters shall have provided consent to the security interests therein created under the Security Documents, and (ii) in the offices specified on Schedule 4.19(acase of Collateral consisting of rights under any management agreement or charter, when the applicable parties thereto (other than any Loan Parties) have provided consent to the Liens thereon created under the applicable Security Documents), the Guarantee and Collateral Agreement Agent (for the benefit of the Secured Parties) shall constitute have a fully perfected (with respect to Intellectual Property, to the extent such perfection and priority may be achieved by filings made in the U.S. Patent and Trademark Office and the U.S. Copyright Office) Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral and the proceeds thereof, as security for the Obligations (to the extent security interests in such Collateral can be perfected by delivery of such certificates or notes, as defined in applicable, representing the Guarantee Pledged Collateral, or the filing of the Uniform Commercial Code financing statements and Collateral Agreement)other filings and instruments required under the laws of the applicable jurisdiction, in each case prior and superior in right to any other Person person (except, in the case of Collateral other than Pledged StockCollateral, Permitted Liens permitted and Liens having priority by Section 7.3operation of law); provided, however, that . (ic) When the recordation of any trademark security agreement Collateral Agreement or a short form thereof is filed in the U.S. United States Patent and Trademark Office shall occur within three (3) months of and the date of United States Copyright Office, the Guarantee and Collateral Agreement; (ii) the recordation of any copyright security agreement shall occur within one (1) month of the date of the Guarantee and Collateral Agreement; (iii) subsequent recordations may be necessary to perfect the security interest in issued registrations and applications for Intellectual Property acquired after the date of the Guarantee and Collateral Agreement; and (iv) certain actions may be required in order to perfect the Lien in Intellectual Property included in Liens created by the Collateral which is protected under non-U.S. law. (b) Each of the Mortgages is effective to create in favor of the Administrative Agent, for the benefit of the Lenders, a legal, valid and enforceable Lien on the Mortgaged Properties described therein and proceeds thereof, and when the Mortgages are filed in the offices specified on Schedule 4.19(b), each such Mortgage Agreement shall constitute a fully perfected Lien Liens on, and security interest interests in, all right, title and interest of the Loan Parties grantors thereunder in the Mortgaged Properties and the proceeds thereof, as security for the Obligations Patents (as defined in the relevant Mortgage)Collateral Agreement) registered or applied for with the United States Patent and Trademark Office or Copyrights (as defined in such Collateral Agreement) registered or applied for with the United States Copyright Office, as the case may be, in each case prior and superior in right subject to any no Liens other Person. Schedule 1.1B-1 lists, as of the Closing Date, each parcel of owned real property located in the United States and held by the Borrower or any of its Subsidiaries and Schedule 1.1B-2 lists, as of the Closing Date, each leasehold interest in real property located in the United States and held by the Borrower or any of its Subsidiaries where the applicable lease agreement does not require the consent of the landlord thereunder to the granting of a leasehold mortgage by the lessee thereunder. Schedule 1.1B-3 lists, as of the Closing Date, each leasehold interest in real property located in the United States and held by the Borrower or any of its Subsidiaries where the applicable lease agreement requires the consent of the landlord thereunder to the granting of a leasehold mortgage by the lessee thereunderthan Permitted Liens.

Security Documents. (a) The Guarantee and Collateral Agreement is effective to create in favor of the Administrative Collateral Agent, for the benefit of the Lendersrespective Secured Parties, a legal, valid and enforceable security interest in the Collateral described therein and proceeds thereof. In the case of the Pledged Stock (as defined in and described in the Guarantee and Collateral Agreement), when stock certificates representing such Pledged Stock are delivered to the Administrative AgentCollateral Agent (together with appropriate instruments of transfer), and in the case of the other Collateral described in the Guarantee and Collateral Agreement (other than the Intellectual Property, as defined in the Collateral Agreement), when financing statements and other filings specified on Schedule 4.19(a) 5 of the Perfection Certificate in appropriate form are filed in the offices specified on Schedule 4.19(a6 of the Perfection Certificate (as updated by the Borrower from time to time in accordance with Section 5.03), the Guarantee and Collateral Agreement Agent shall constitute have a fully perfected (with respect to Intellectual Property, to the extent such perfection and priority may be achieved by filings made in the U.S. Patent and Trademark Office and the U.S. Copyright Office) Lien on, and security interest in, all right, title and interest of the Loan Parties in such the Collateral and the proceeds thereof, as security for the Obligations (as defined in Obligations, to the Guarantee and Collateral Agreement)extent perfection can be obtained by filing Uniform Commercial Code financing statements, in each case prior and superior in right to any other Person (except, in the case of Collateral other than the Pledged Stock, Liens permitted by Section 7.3); provided6.02(a) and, however, that (i) the recordation of any trademark security agreement in the U.S. Patent and Trademark Office shall occur within three (3) months case of the date Pledged Stock, inchoate Liens arising by operation of the Guarantee law and Collateral Agreement; (ii) the recordation of any copyright security agreement shall occur within one (1) month of the date of the Guarantee and Collateral Agreement; (iii) subsequent recordations may be necessary to perfect the security interest in issued registrations and applications for Intellectual Property acquired after the date of the Guarantee and Collateral Agreement; and (iv) certain actions may be required in order to perfect the Lien in Intellectual Property included in the Collateral which is protected under non-U.S. lawpermitted by Section 6.02(a)). (b) Each of When the Mortgages Collateral Agreement or a summary thereof is effective to create in favor of the Administrative Agent, for the benefit of the Lenders, a legal, valid and enforceable Lien on the Mortgaged Properties described therein and proceeds thereof, and when the Mortgages are properly filed in the offices specified on Schedule 4.19(bUnited States Patent and Trademark Office and the United States Copyright Office, and, with respect to Collateral in which a security interest cannot be perfected by such filings (except for intent-to-use applications), each upon the proper filing of the financing statements referred to in paragraph (a) above, the Collateral Agreement and such Mortgage financing statements shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties grantors thereunder in the Mortgaged Properties and the proceeds thereof, as security for the Obligations Intellectual Property (as defined in the relevant MortgageCollateral Agreement), in each case prior and superior in right to any other Person. Schedule 1.1B-1 lists, as of Person to the Closing Date, each parcel of owned real property located extent perfection can be obtained by such filings (it being understood that subsequent recordings in the United States Patent and held by the Borrower or any of its Subsidiaries Trademark Office and Schedule 1.1B-2 lists, as of the Closing Date, each leasehold interest in real property located in the United States Copyright Office may be necessary to perfect a lien on registered trademarks and held patents, trademark and patent applications and registered copyrights acquired by the Borrower or any grantors after the date hereof). (c) The Mortgages entered into on the Effective Date are, and the Mortgages, if any, entered into after the Effective Date pursuant to Section 5.11 shall be, effective to create in favor of its Subsidiaries where the Collateral Agent, for the ratable benefit of the applicable lease agreement does not require the consent Secured Parties, a legal, valid and enforceable Lien on all of the landlord thereunder Loan Parties’ right, title and interest in and to the granting of a leasehold mortgage by Mortgaged Property thereunder and the lessee thereunder. Schedule 1.1B-3 listsproceeds thereof, as of the Closing Date, each leasehold interest in real property located and when such Mortgages are filed in the United States proper real estate filing offices, such Mortgages shall constitute a fully perfected Lien on, and held by security interest in, all right, title and interest of Loan Parties in such Mortgaged Property and the Borrower or proceeds thereof, in each case prior and superior in right to any of its Subsidiaries where the applicable lease agreement requires the consent of the landlord thereunder other Person, other than with respect to the granting rights of a leasehold mortgage Person pursuant to Liens expressly permitted by the lessee thereunderSection 6.02(a).

Security Documents. (a) The Guarantee All filings and Collateral Agreement is effective to create recordings necessary, in favor the opinion of the Administrative Agent, to perfect the security interests contemplated to be granted to the Administrative Agent and the Collateral Agent under the Security Documents shall have been made, and the Administrative Agent shall have received evidence satisfactory to it that the Security Documents are in full force and effect and the Liens contemplated by the Security Documents are perfected and of first priority (except for any such prior Liens which are expressly permitted by this Agreement to be prior). The Administrative Agent shall have received: (i) Uniform Commercial Code search certificates from the benefit jurisdictions in which Uniform Commercial Code financing statements are to be filed reflecting no other financing statements or filings which evidence Liens of other Persons in Collateral acquired subsequent to the Initial Disbursement Date which are prior to the Liens granted to the Administrative Agent in this Agreement, the Security Documents and the other Loan Documents, except for any such prior Liens (a) which are expressly permitted by this Agreement to be prior or (b) for which the Administrative Agent has received a termination statement; (ii) a control agreement for each bank at which any Loan Party who has become a Subsidiary subsequent to the Initial Disbursement Date maintains a deposit account (including the account holding any amount held in escrow pursuant to the terms of the LendersGAH Purchase Agreement), a legal, valid upon terms and enforceable security interest in the Collateral described therein and proceeds thereof. In the case of the Pledged Stock defined in and described in the Guarantee and Collateral Agreement, when stock certificates representing such Pledged Stock are delivered provisions satisfactory to the Administrative Agent, and in the case of the other Collateral described in the Guarantee and Collateral Agreementeach appropriately completed, when financing statements and other filings specified on Schedule 4.19(a) in appropriate form are filed in the offices specified on Schedule 4.19(a)duly executed by such Loan Party, the Guarantee and Collateral Agreement shall constitute a fully perfected (with respect to Intellectual Property, to the extent such perfection and priority may be achieved by filings made in the U.S. Patent and Trademark Office and the U.S. Copyright Office) Lien on, Administrative Agent and security interest in, all right, title and interest of acknowledged by the Loan Parties in such Collateral and the proceeds thereof, as security for the Obligations (as defined in the Guarantee and Collateral Agreement), in each case prior and superior in right depositary bank to any other Person (except, in the case of Collateral other than Pledged Stock, Liens permitted by Section 7.3); provided, however, that (i) the recordation of any trademark security agreement in the U.S. Patent and Trademark Office shall occur within three (3) months of the date of the Guarantee and Collateral Agreement; (ii) the recordation of any copyright security agreement shall occur within one (1) month of the date of the Guarantee and Collateral Agreement; which addressed; (iii) subsequent recordations may be necessary a control agreement for each securities account at which any such Loan Party maintains a securities account, upon terms and provisions satisfactory to perfect the security interest in issued registrations and applications for Intellectual Property acquired after the date of the Guarantee and Collateral Agreement; and (iv) certain actions may be required in order to perfect the Lien in Intellectual Property included in the Collateral which is protected under non-U.S. law. (b) Each of the Mortgages is effective to create in favor of the Administrative Agent, for the benefit of the Lenderseach appropriately completed, a legal, valid and enforceable Lien on the Mortgaged Properties described therein and proceeds thereofduly executed by such Loan Party, and when the Mortgages Administrative Agent and acknowledged by the securities intermediary to which addressed; (iv) such other documents, instruments and agreements as the Administrative Agent may reasonably request to create and perfect the Liens granted to the Administrative Agent or any Lender in this Agreement, the Security Documents and the other Loan Documents; and (v) such other evidence as the Administrative Agent may request to establish that the Liens granted to the Administrative Agent or any Lender in this Agreement, the Security Documents and the other Loan Documents are filed perfected and prior to the Liens of other Persons in the offices specified on Schedule 4.19(b)Collateral, each except for any such Mortgage shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in the Mortgaged Properties and the proceeds thereof, as security for the Obligations (as defined in the relevant Mortgage), in each case prior and superior in right Liens which are expressly permitted by this Agreement to any other Person. Schedule 1.1B-1 lists, as of the Closing Date, each parcel of owned real property located in the United States and held by the Borrower or any of its Subsidiaries and Schedule 1.1B-2 lists, as of the Closing Date, each leasehold interest in real property located in the United States and held by the Borrower or any of its Subsidiaries where the applicable lease agreement does not require the consent of the landlord thereunder to the granting of a leasehold mortgage by the lessee thereunder. Schedule 1.1B-3 lists, as of the Closing Date, each leasehold interest in real property located in the United States and held by the Borrower or any of its Subsidiaries where the applicable lease agreement requires the consent of the landlord thereunder to the granting of a leasehold mortgage by the lessee thereunderbe prior.

Security Documents. (a) The Guarantee and Collateral Agreement is effective to create in favor of the Administrative Agent, for the benefit of the LendersSecured Parties (as defined in the Guarantee and Collateral Agreement), a legal, valid and enforceable security interest in the Collateral described therein and proceeds thereof. In the case of the Pledged Stock as defined in and described in the Guarantee and Collateral Agreement, when stock certificates representing such Pledged Stock are delivered to the Administrative Agent, and in the case of the other Collateral described in the Guarantee and Collateral AgreementAgreement (as amended, supplemented and otherwise modified as of the Restatement Effective Date), when financing statements and other filings specified on Schedule 4.19(a) 4.17 in appropriate form are filed in the offices specified on Schedule 4.19(a)4.17 to the extent such filings are effective to perfect a security interest in such Collateral, the Guarantee and Collateral Agreement shall constitute a fully perfected (with respect to Intellectual Property, to the extent such perfection and priority may be achieved by filings made in the U.S. Patent and Trademark Office and the U.S. Copyright Office) Lien on, and security interest in, all right, title and interest of the Loan Parties (other than ABG) in such Collateral and the proceeds thereof, as security for the Obligations (as defined in the Guarantee and Collateral Agreement)) under the laws of the United States, in each case prior and superior in right to any other Person (except, except (i) in the case of Collateral other than Pledged Stock, Permitted Liens permitted by Section 7.3); provided, however, that (i) the recordation of any trademark security agreement in the U.S. Patent and Trademark Office shall occur within three (3) months of the date of the Guarantee and Collateral Agreement; (ii) in the recordation case of any copyright security agreement shall occur within one (1) month of the date of the Guarantee and Collateral Agreement; (iii) subsequent recordations may be necessary to perfect the security interest in issued registrations and applications for Intellectual Property acquired after the date of the Guarantee and Collateral AgreementPledged Stock, statutory Liens or nonconsensual Liens); and (iv) certain actions may be required in order to perfect the Lien in Intellectual Property included in the Collateral which is protected under non-U.S. law. (b) Each when executed, each of the Mortgages is Mortgage Amendments will be effective to create continue in favor of the Administrative Agent, for the benefit of the Lenders, a legal, valid and enforceable Lien on the Mortgaged Properties described therein and proceeds thereof, and when the Mortgages Mortgage Amendments are filed accepted for recording in the offices specified on Schedule 4.19(b)applicable recording offices, each such Mortgage shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties (other than ABG) in the Mortgaged Properties and the proceeds thereof, as security for the Obligations (as defined in the relevant Mortgage), in each case prior and superior in right to any other PersonPerson (except for any Permitted Lien other than Liens securing Indebtedness). Schedule 1.1B-1 1.1F lists, as of the Closing Restatement Effective Date, each parcel of owned real property located in the United States and held by the Borrower or any of its Subsidiaries and Schedule 1.1B-2 lists, as of the Closing Date, each leasehold interest in real property located in the United States and held by the Borrower or any of its Subsidiaries where that has a value, in the applicable lease agreement does not require the consent reasonable opinion of the landlord thereunder to the granting Borrower, in excess of a leasehold mortgage by the lessee thereunder. Schedule 1.1B-3 lists, as of the Closing Date, each leasehold interest in real property located in the United States and held by the Borrower or any of its Subsidiaries where the applicable lease agreement requires the consent of the landlord thereunder to the granting of a leasehold mortgage by the lessee thereunder$5,000,000.

Security Documents. (a) The Guarantee and Collateral Agreement Each of the Security Documents is effective to create in favor of the Administrative Collateral Agent, for the benefit of the LendersSecured Parties, a legal, valid and enforceable security interest in the Collateral described therein and proceeds thereof. In the case of (i) the Pledged Capital Stock defined in and described in the Guarantee and Collateral AgreementSecurity Agreement that are securities represented by stock certificates or otherwise constituting certificated securities within the meaning of Section 8-102(a)(15) of the New York UCC or the corresponding code or statute of any other applicable jurisdiction (including any foreign jurisdiction) (“Certificated Securities”), when stock certificates representing such Pledged Capital Stock are delivered to the Administrative Agent, and in the case of (ii) the other Collateral not described in clause (i) constituting personal property described in the Guarantee and Collateral Security Agreement, when financing statements and other filings filings, agreements and actions specified on Schedule 4.19(a6.19(a) in appropriate form are executed and delivered, performed or filed in the offices specified on Schedule 4.19(a6.19(a), as the Guarantee and case may be, the Collateral Agreement Agent, for the benefit of the Secured Parties, shall constitute have a fully perfected (with respect to Intellectual Property, to the extent such perfection and priority may be achieved by filings made in the U.S. Patent and Trademark Office and the U.S. Copyright Office) Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral and the proceeds thereof, as security for the Obligations (as defined in the Guarantee and Collateral Agreement)Obligations, in each case prior and superior in right to any other Person (except, in the case of Collateral other than Pledged Stock, Liens permitted hereunder, which Liens would by Section 7.3operation of law or contract, have priority over the Liens securing the Obligations); provided. Other than as set forth on Schedule 6.16, however, that (i) the recordation of any trademark security agreement in the U.S. Patent and Trademark Office shall occur within three (3) months as of the date Closing Date, none of the Guarantee and Collateral Agreement; (ii) the recordation of any copyright security agreement shall occur within one (1) month Capital Stock of the date of the Guarantee and Collateral Agreement; (iii) subsequent recordations may be necessary to perfect the security interest in issued registrations and applications for Intellectual Property acquired after the date of the Guarantee and Collateral Agreement; and (iv) certain actions may be required in order to perfect the Lien in Intellectual Property included in the Collateral which Borrower or any Subsidiary Guarantor that is protected under non-U.S. lawa limited liability company or partnership is a Certificated Security. (b) Each of the Mortgages is delivered on or after the Closing Date is, or upon execution and recording will be, effective to create in favor of the Administrative Collateral Agent, for the benefit of the LendersSecured Parties, a legal, valid and enforceable Lien on the Mortgaged Properties described therein and proceeds thereof, and when the Mortgages are filed recorded in the recording offices specified on Schedule 4.19(b)for the applicable jurisdictions in which the Mortgaged Properties are located, each such Mortgage shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in the Mortgaged Properties and the proceeds thereof, as security for the Obligations (as defined in the relevant Mortgage), in each case prior and superior in right to any other PersonPerson other than holders of Liens permitted hereunder. The UCC fixture filings on form UCC-1 for filing under the UCC in the appropriate jurisdictions in which the Mortgaged Properties covered by the applicable Mortgages are located, will be effective upon filing to create in favor of the Collateral Agent, for the benefit of the Secured Parties, a legal, valid and enforceable security interest in the fixtures created by the Mortgages and described therein, and when the UCC fixture filings are filed in the recording offices for the applicable jurisdictions in which the Mortgaged Properties are located, each such UCC fixture filing shall constitute a fully perfected security interest in the fixtures, as security for the Obligations (as defined in the relevant Mortgage), in each case prior and superior in right to any other Person other than holders of Liens permitted hereunder, which Liens would by operation of law or contract, have priority over the Liens securing the Obligations. Schedule 1.1B-1 6.19(b) lists, as of the Closing Date, each parcel of owned real property located in the United States and held by the Borrower Holdings or any of its Subsidiaries and Schedule 1.1B-2 listsRestricted Subsidiaries, as of the Closing Datenoting thereon each such property that has a fair market value, each leasehold interest in real property located in the United States reasonable opinion of Holdings and held as agreed to by the Borrower or any Administrative Agent, in excess of its Subsidiaries where the applicable lease agreement does not require the consent of the landlord thereunder to the granting of a leasehold mortgage by the lessee thereunder. Schedule 1.1B-3 lists, as of the Closing Date, each leasehold interest in real property located in the United States and held by the Borrower or any of its Subsidiaries where the applicable lease agreement requires the consent of the landlord thereunder to the granting of a leasehold mortgage by the lessee thereunder$5,000,000.

Security Documents. (a) The Guarantee and Collateral Agreement is effective to create in favor of the Administrative Agent, for the benefit of the Lenders, a legal, valid and enforceable security interest in the Collateral described therein and proceeds thereof. In the case of the Pledged Stock defined in and described in the Guarantee and Collateral Agreement, when stock certificates representing such Pledged Stock are Borrower shall have delivered to the Administrative Agent: (i) certified copies of Requests for Information or Copies (Form UCC-11), or equivalent reports, each of recent date listing all effective financing statements that name the Borrower as a debtor and that are filed in the case jurisdictions in which filing of a financing statement is necessary to perfect the other Collateral described in security interests purported to be created by the Guarantee and Collateral AgreementSecurity Documents, when together with copies of such financing statements (none of which shall cover the Collateral except (x) those with respect to which appropriate termination statements executed by the secured lender thereunder have been delivered to the Administrative Agent and other filings specified on Schedule 4.19(a(y) to the extent evidencing Permitted Liens); (ii) copies of Financing Statements (Form UCC-1) in appropriate form are filed in the offices specified on Schedule 4.19(a), the Guarantee and Collateral Agreement shall constitute a fully perfected (with respect to Intellectual Property, to the extent such perfection and priority may be achieved by filings made in the U.S. Patent and Trademark Office and the U.S. Copyright Office) Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral and the proceeds thereof, as security for the Obligations (as defined in the Guarantee and Collateral Agreement), filing in each case prior and superior in right to any other Person (except, in the case of Collateral other than Pledged Stock, Liens permitted by Section 7.3); provided, however, that (i) the recordation of any trademark security agreement in the U.S. Patent and Trademark Office shall occur within three (3) months of the date of the Guarantee and Collateral Agreement; (ii) the recordation of any copyright security agreement shall occur within one (1) month of the date of the Guarantee and Collateral Agreement; (iii) subsequent recordations jurisdiction as may be necessary to perfect the first priority security interest interests purported to be created by the Security Documents on the UCC Collateral described therein (subject to no Liens other than Permitted Liens and the rights of holders of Permitted Secured Indebtedness in issued registrations and applications for Intellectual Property acquired after compliance with the date Collateral Agency Agreement) that have not been so perfected prior to the Restatement Date; (iii) evidence of the Guarantee completion of, or arrangements to complete, all other recordings and Collateral Agreement; and (iv) certain actions filings of, or with respect to, any Security Document as may be required in order to perfect the Lien in Intellectual Property included necessary or, in the Collateral which is protected under non-U.S. law. (b) Each of the Mortgages is effective to create in favor reasonable opinion of the Administrative Agent, for desirable to perfect the benefit security interests intended to be created by such Security Document; and (iv) evidence that all other actions reasonably necessary or, in the reasonable opinion of the LendersAdministrative Agent, a legal, valid desirable to perfect and enforceable Lien protect the first priority security interests purported to be created by any Security Document on the Mortgaged Properties Collateral described therein (subject to no Liens other than Permitted Liens and proceeds thereofthe rights of holders of Permitted Secured Indebtedness in compliance with the Collateral Agency Agreement) have been, and when the Mortgages or are filed in the offices specified on Schedule 4.19(b)process of being, each such Mortgage shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in the Mortgaged Properties and the proceeds thereof, as security for the Obligations (as defined in the relevant Mortgage), in each case prior and superior in right to any other Person. Schedule 1.1B-1 lists, as of the Closing Date, each parcel of owned real property located in the United States and held by the Borrower or any of its Subsidiaries and Schedule 1.1B-2 lists, as of the Closing Date, each leasehold interest in real property located in the United States and held by the Borrower or any of its Subsidiaries where the applicable lease agreement does not require the consent of the landlord thereunder to the granting of a leasehold mortgage by the lessee thereunder. Schedule 1.1B-3 lists, as of the Closing Date, each leasehold interest in real property located in the United States and held by the Borrower or any of its Subsidiaries where the applicable lease agreement requires the consent of the landlord thereunder to the granting of a leasehold mortgage by the lessee thereundertaken.

Security Documents. (a) The Guarantee and Collateral Agreement is effective to create in favor of the Administrative Agent, Collateral Agent for the benefit of the LendersSecured Parties, a legal, valid and enforceable security interest in the Collateral described therein of a type in which a security interest can be created under Article 9 of the UCC (including any proceeds of any such item of Collateral); provided that for purposes of this Section 4.17(a), Collateral shall be deemed to exclude any Property expressly excluded from the definition of “Collateral” as set forth in the Guarantee and proceeds thereofCollateral Agreement (the “Excluded Collateral”). In the case of (i) the Pledged Stock defined Securities described in the Guarantee and Collateral Agreement (other than Excluded Capital Stock) when any stock certificates or notes, as applicable, representing such Pledged Securities are delivered to the Collateral Agent, (ii) the Material Deposit Accounts and Material Securities Accounts described in the Guarantee and Collateral Agreement, when stock certificates representing control agreements with respect to such Pledged Stock Material Deposit Accounts and Material Securities Accounts are delivered executed granting “control” (as defined in the UCC) of such accounts to the Administrative Agent, Collateral Agent and in the case of (iii) the other Collateral described in the Guarantee and Collateral AgreementAgreement (other than Excluded Collateral and deposit accounts and securities accounts that do not constitute Material Deposit Accounts and Material Securities Accounts), when financing statements and other filings specified on Schedule 4.19(a) in appropriate form are filed in the offices specified on Schedule 4.19(a), 4.17 (which financing statements have been duly completed and executed (as applicable) and delivered to the Collateral Agent) and such other filings as are specified on Schedule 3 to the Guarantee and Collateral Agreement are made, the Collateral Agent shall constitute have a fully perfected (with respect to Intellectual Property, to the extent such perfection and first priority may be achieved by filings made in the U.S. Patent and Trademark Office and the U.S. Copyright Office) Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral (including any proceeds of any item of Collateral) (to the extent a security interest in such Collateral can be perfected through the filing of financing statements in the offices specified on Schedule 4.17 and the proceeds thereoffilings specified on Schedule 3 to the Guarantee and Collateral Agreement, and through the delivery of the Pledged Securities required to be delivered on the Closing Date), as security for the Obligations (as defined in the Guarantee and Collateral Agreement)Obligations, in each case prior and superior in right to the Lien of any other Person (except, except (i) in the case of Collateral other than Pledged StockSecurities, Liens permitted by Section 7.3); provided, however, that 7.3 and (iii) Liens having priority by operation of law) to the recordation of any trademark security agreement in the U.S. Patent and Trademark Office shall occur within three (3) months of the date of extent required by the Guarantee and Collateral Agreement; (ii) the recordation of any copyright security agreement shall occur within one (1) month of the date of the Guarantee and Collateral Agreement; (iii) subsequent recordations may be necessary to perfect the security interest in issued registrations and applications for Intellectual Property acquired after the date of the Guarantee and Collateral Agreement; and (iv) certain actions may be required in order to perfect the Lien in Intellectual Property included in the Collateral which is protected under non-U.S. law. (b) Each Upon the execution and delivery of the Mortgages is any Mortgage to be executed and delivered pursuant to Section 6.8(b), such Mortgage shall be effective to create in favor of the Administrative Agent, Collateral Agent for the benefit of the Lenders, Secured Parties a legal, valid and enforceable Lien on the Mortgaged Properties Property described therein and proceeds thereof, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law) and the implied covenants of good faith and fair dealing; and when the Mortgages are such Mortgage is filed in the offices specified on Schedule 4.19(b)recording office designated by the Borrower, each such Mortgage shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in the such Mortgaged Properties Property and the proceeds thereof, as security for the Obligations (as defined in the relevant Mortgage), in each case prior and superior in right to any other Person. Schedule 1.1B-1 lists, as of the Closing Date, each parcel of owned real property located in the United States and held Person (other than Liens permitted by Section 7.3 or other encumbrances or rights permitted by the Borrower or any of its Subsidiaries and Schedule 1.1B-2 lists, as of the Closing Date, each leasehold interest in real property located in the United States and held by the Borrower or any of its Subsidiaries where the applicable lease agreement does not require the consent of the landlord thereunder to the granting of a leasehold mortgage by the lessee thereunder. Schedule 1.1B-3 lists, as of the Closing Date, each leasehold interest in real property located in the United States and held by the Borrower or any of its Subsidiaries where the applicable lease agreement requires the consent of the landlord thereunder to the granting of a leasehold mortgage by the lessee thereunderrelevant Mortgage).

Security Documents. (a) The Guarantee Except as otherwise contemplated hereby or under any other Loan Documents and subject to the terms of the Intercreditor Agreements, the provisions of the Collateral Agreement is Documents are effective to create in favor of the Administrative Agent, Agent for the benefit of the Lenders, a Secured Parties legal, valid and enforceable security interest in the Collateral described therein and proceeds thereof. In the case of the Pledged Stock defined in and described in the Guarantee and Collateral Agreement, when stock certificates representing such Pledged Stock are delivered to the Administrative Agent, and in the case of the other Collateral described in the Guarantee and Collateral Agreement, when financing statements and other filings specified on Schedule 4.19(a) in appropriate form are filed in the offices specified on Schedule 4.19(a), the Guarantee and Collateral Agreement shall constitute a fully perfected (with respect to Intellectual Property, to the extent such perfection and priority may be achieved by filings made in the U.S. Patent and Trademark Office and the U.S. Copyright Office) Lien Liens on, and security interests in, the Collateral and, (i) when all appropriate filings or recordings are made in the appropriate offices as may be required under applicable Laws (which filings or recordings shall be made to the extent required by any Collateral Document) and (ii) upon the taking of possession or control by the Administrative Agent (or its agent pursuant to an Intercreditor Agreement) of such 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 Administrative Agent to the extent required by any Collateral Document), such Collateral Document will constitute fully perfected Liens on, and security interests in, all right, title and interest of the Loan Parties in such Collateral and the proceeds thereof, as security for the Obligations (as defined in the Guarantee and Collateral Agreement)Collateral, in each case prior and superior in right subject to any other Person (except, in the case of Collateral no Liens other than Pledged Stock, the applicable Liens permitted by Section 7.3); provided, however, that (i) under the recordation of any trademark security agreement in the U.S. Patent and Trademark Office shall occur within three (3) months of the date of the Guarantee and Collateral Agreement; (ii) the recordation of any copyright security agreement shall occur within one (1) month of the date of the Guarantee and Collateral Agreement; (iii) subsequent recordations may be necessary to perfect the security interest in issued registrations and applications for Intellectual Property acquired after the date of the Guarantee and Collateral Agreement; and (iv) certain actions may be required in order to perfect the Lien in Intellectual Property included in the Collateral which is protected under non-U.S. law. (b) Each of the Mortgages is effective to create in favor of the Administrative Agent, for the benefit of the LendersLoan Documents, a legal, valid valid, enforceable and enforceable Lien on the Mortgaged Properties described therein and proceeds thereof, and when the Mortgages are filed in the offices specified on Schedule 4.19(b), each such Mortgage shall constitute a fully perfected Lien on, (if and security interest in, to the extent perfection may be achieved by the filings and/or other actions required to be taken hereby or by the applicable Collateral Documents) on all right, title and interest of the respective Loan Parties in the Mortgaged Properties Collateral described therein subject to the Enforcement Qualifications and Liens permitted by Section 7.01. Notwithstanding anything herein (including this Section 5.19) or in any other Loan Document to the proceeds thereofcontrary, neither the Borrower nor any other Loan Party makes any representation or warranty as to (A) the effects of perfection or non-perfection, the priority or the enforceability of any pledge of or security for interest (other than with respect to those pledges and security interests made under the Obligations (Laws of the jurisdiction of formation of the applicable Foreign Subsidiary) in any Equity Interests of any Foreign Subsidiary, or as defined in to the relevant Mortgage)rights and remedies of the Agents or any Lender with respect thereto, in each case prior under foreign Law, (B) the pledge or creation of any security interest, or the effects of perfection or non-perfection, the priority or the enforceability of any pledge of or security interest to the extent such pledge, security interest, perfection or priority is not required pursuant to the Collateral and superior in right to any other Person. Schedule 1.1B-1 lists, as of Guarantee Requirement or (C) on the Closing DateDate and until required pursuant to Section 6.11, each parcel 6.13 or 4.01(a)(v), the pledge or creation of owned real property located in any security interest, or the United States and held by effects of perfection or non-perfection, the Borrower priority or enforceability of any of its Subsidiaries and Schedule 1.1B-2 lists, as of pledge or security interest to the extent not required on the Closing Date, each leasehold interest in real property located in the United States and held by the Borrower or any of its Subsidiaries where the applicable lease agreement does not require the consent of the landlord thereunder Date pursuant to the granting of a leasehold mortgage by the lessee thereunder. Schedule 1.1B-3 lists, as of the Closing Date, each leasehold interest in real property located in the United States and held by the Borrower or any of its Subsidiaries where the applicable lease agreement requires the consent of the landlord thereunder to the granting of a leasehold mortgage by the lessee thereunderSection 4.01(a)(v).

Security Documents. (a) The Guarantee On the Initial Borrowing Date, the Borrower and Collateral each Subsidiary Guarantor shall have duly authorized, executed and delivered a Pledge Agreement is effective to create in favor of the Administrative Agent, for the benefit of the Lenders, a legal, valid and enforceable security interest in the Collateral described therein form of Exhibit E (as modified, amended or supplemented from time to time in accordance with the terms thereof and proceeds thereof. In hereof, the case of the Pledged Stock defined in "Pledge Agreement") and described in the Guarantee and Collateral Agreement, when stock certificates representing such Pledged Stock are shall have delivered to the Administrative Collateral Agent, and as pledgee thereunder, all of the Certificated Securities referred to therein, endorsed in blank in the case of the other Collateral described in the Guarantee promissory notes or accompanied by executed and Collateral Agreement, when financing statements and other filings specified on Schedule 4.19(a) in appropriate form are filed in the offices specified on Schedule 4.19(a), the Guarantee and Collateral Agreement shall constitute a fully perfected (with respect to Intellectual Property, to the extent such perfection and priority may be achieved by filings made in the U.S. Patent and Trademark Office and the U.S. Copyright Office) Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral and the proceeds thereof, as security for the Obligations (as defined in the Guarantee and Collateral Agreement), in each case prior and superior in right to any other Person (except, undated stock powers in the case of Collateral other than Pledged Stockcapital stock, Liens permitted by Section 7.3); providedand the Pledge Agreement shall be in full force and effect. (b) On the Initial Borrowing Date, howeverthe Borrower and each Subsidiary Guarantor shall have duly authorized, that (i) the recordation of any trademark security agreement executed and delivered a Security Agreement in the U.S. Patent form of Exhibit F (as modified, amended or supplemented from time to time in accordance with the terms thereof and Trademark Office hereof, the "Security Agreement"), which Security Agreement shall occur within three (3) months be in full force and effect and shall cover all of the date Security Agreement Collateral, and together therewith the Borrower and each Subsidiary Guarantor shall have delivered: (A) executed copies of Financing Statements (Form UCC-1) or appropriate local equivalent in appropriate form for filing under the Guarantee and Collateral Agreement; (ii) the recordation UCC or appropriate local equivalent of any copyright security agreement shall occur within one (1) month of the date of the Guarantee and Collateral Agreement; (iii) subsequent recordations each jurisdiction as may be necessary to perfect the security interest in issued registrations and applications for Intellectual Property acquired after interests purported to be created by the date of the Guarantee and Collateral Security Agreement; and (iv) certain actions may be required in order to perfect the Lien in Intellectual Property included in the Collateral which is protected under non-U.S. law.; (bB) Each certified copies of the Mortgages is effective to create in favor of the Administrative Agent, Requests for the benefit of the Lenders, a legal, valid and enforceable Lien on the Mortgaged Properties described therein and proceeds thereof, and when the Mortgages are filed in the offices specified on Schedule 4.19(bInformation or Copies (Form UCC-11), each such Mortgage shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in the Mortgaged Properties and the proceeds thereof, as security for the Obligations (as defined in the relevant Mortgage), in each case prior and superior in right to any other Person. Schedule 1.1B-1 lists, as of the Closing Dateor equivalent reports, each parcel of owned real property located in the United States and held by a recent date listing all effective financing statements that name the Borrower or any of its Domestic Subsidiaries and Schedule 1.1B-2 listsor a division or operating unit of any such Person, as of the Closing Date, each leasehold interest in real property located debtor and that are filed in the United States and held by jurisdictions referred to in clause (A) above, together with copies of such financing statements that name the Borrower or any of its Domestic Subsidiaries where as debtor (none of which shall cover the applicable lease agreement does not require Collateral except (x) those with respect to which appropriate termination statements executed by the consent secured lender thereunder have been delivered to the Administrative Agent and (y) to the extent evidencing Permitted Liens); (C) evidence of the landlord thereunder completion of all other recordings and filings of, or with respect to, the Security Agreement as may be necessary or, in the opinion of the Collateral Agent, desirable to perfect the granting of a leasehold mortgage security interests intended to be created by the lessee thereunder. Schedule 1.1B-3 listsSecurity Agreement; and (D) evidence that all other actions necessary or, as in the reasonable opinion of the Closing DateCollateral Agent, each leasehold interest in real property located in desirable to perfect the United States and held security interests purported to be created by the Borrower or any of its Subsidiaries where the applicable lease agreement requires the consent of the landlord thereunder to the granting of a leasehold mortgage by the lessee thereunderSecurity Agreement have been taken.

Security Documents. (a) The Guarantee and Collateral Agreement is effective to create in favor of the Administrative Agent, for the benefit of the LendersSecured Parties, a legal, valid and enforceable security interest in the Collateral described therein and proceeds thereof. In the case of the Pledged Stock defined in and Collateral described in the Guarantee and Collateral Agreement, when stock certificates representing such Pledged Stock are Collateral is delivered to the Administrative AgentAgent (together with a properly completed and signed undated endorsement), in the case of Collateral consisting of Deposit Accounts or Securities Accounts, when such Deposit Accounts or Securities Accounts, as applicable, are subject to an Account Control Agreement (as defined in the Guarantee and Collateral Agreement) and in the case of the other Collateral described in the Guarantee and Collateral AgreementAgreement that can be perfected by the filing of such financing statement or other filing, when financing statements and other filings specified on Schedule 4.19(a) in appropriate form are filed in the offices specified on Schedule 4.19(a), the Guarantee and Collateral Agreement shall constitute a fully perfected (with respect to Intellectual Property, to the extent such perfection and priority may be achieved by filings made in the U.S. Patent and Trademark Office and the U.S. Copyright Office) Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral and the proceeds thereof, as security for the Obligations (as defined in the Guarantee and Collateral Agreement), in each case prior and superior in right to the Lien of any other Person (except, in the case of Collateral except (other than Pledged with respect to Collateral consisting of Capital Stock, ) Liens permitted by Section 7.3); provided, however, that (i) the recordation of any trademark security agreement in the U.S. Patent and Trademark Office shall occur within three (3) months of the date of the Guarantee and Collateral Agreement; (ii) the recordation of any copyright security agreement shall occur within one (1) month of the date of the Guarantee and Collateral Agreement; (iii) subsequent recordations may be necessary to perfect the security interest in issued registrations and applications for Intellectual Property acquired after the date of the Guarantee and Collateral Agreement; and (iv) certain actions may be required in order to perfect the Lien in Intellectual Property included in the Collateral which is protected under non-U.S. law. (b) Each of the Mortgages Mortgages, upon execution and delivery by the parties thereto, is effective to create in favor of the Administrative Agent, for the benefit of the LendersSecured Parties, a legal, valid and enforceable Lien on the Mortgaged Properties described therein and proceeds thereof, and when the Mortgages are filed in the offices specified on Schedule 4.19(b)in the local counsel legal opinions delivered in connection with such Mortgages, each such Mortgage shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in the Mortgaged Properties and the proceeds thereof, as security for the Obligations (as defined in the relevant Mortgage), in each case prior and superior in right to the Lien of any other PersonPerson (except Liens permitted by Section 7.3). Schedule 1.1B-1 1.1B lists, as of the Closing Date, each parcel of owned real property located in the United States and held by the Borrower or any of its Subsidiaries and Schedule 1.1B-2 lists, as of the Closing Date, each leasehold interest in real property located in the United States and held by the Borrower or any of its Subsidiaries where the applicable lease agreement does not require the consent of the landlord thereunder Subsidiary Guarantor upon which a Mortgage will be granted to the granting of a leasehold mortgage by the lessee thereunder. Schedule 1.1B-3 lists, as of the Closing Date, each leasehold interest in real property located in the United States and held by the Borrower or any of its Subsidiaries where the applicable lease agreement requires the consent of the landlord thereunder to the granting of a leasehold mortgage by the lessee thereunderAdministrative Agent.

Security Documents. (a) The Guarantee and Collateral Agreement is effective to create in favor of the Administrative Agent, for the benefit of the LendersSecured Parties, a legal, valid and enforceable security interest in the Collateral described therein and proceeds thereof. In the case of the Pledged Stock defined in and Collateral described in the Guarantee and Collateral Agreement, when stock certificates representing such Pledged Stock are Collateral is delivered (in accordance with the Intercreditor Agreement) to the Administrative AgentAgent or the Term Loan Administrative Agent (together with a properly completed and signed undated endorsement), in the case of Collateral consisting of Deposit Accounts or Securities Accounts, when such Deposit Accounts or Securities Accounts, as applicable, are subject to an Account Control Agreement (as defined in the Guarantee and Collateral Agreement) and in the case of the other Collateral described in the Guarantee and Collateral AgreementAgreement that can be perfected by the filing of such financing statement or other filing, when financing statements and other filings specified on Schedule 4.19(a) in appropriate form are filed in the offices specified on Schedule 4.19(a), the Guarantee and Collateral Agreement shall constitute a fully perfected (with respect to Intellectual Property, to the extent such perfection and priority may be achieved by filings made in the U.S. Patent and Trademark Office and the U.S. Copyright Office) Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral and the proceeds thereof, as security for the Obligations (as defined in the Guarantee and Collateral Agreement), in each case prior and superior in right to the Lien of any other Person (except, except (i) in the case of Collateral other than Pledged Capital Stock, Liens permitted by Section 7.3); provided, however, that (i) the recordation of any trademark security agreement in the U.S. Patent 7.3 and Trademark Office shall occur within three (3) months of the date of the Guarantee and Collateral Agreement; (ii) the recordation of any copyright security agreement shall occur within one (1) month of the date of the Guarantee and Collateral Agreement; (iii) subsequent recordations may be necessary to perfect the security interest in issued registrations and applications for Intellectual Property acquired after the date of the Guarantee and Collateral Agreement; and (iv) certain actions may be required in order to perfect the Lien in Intellectual Property included in the case of Collateral which is protected consisting of Capital Stock, Liens on such Collateral securing the obligations outstanding under non-U.S. lawthe Term Loan Documents). (b) Each of the Mortgages Mortgages, upon execution and delivery by the parties thereto, is effective to create in favor of the Administrative Agent, for the benefit of the LendersSecured Parties, a legal, valid and enforceable Lien on the Mortgaged Properties described therein and proceeds thereof, and when the Mortgages are filed in the offices specified on Schedule 4.19(b)in the local counsel legal opinions delivered in connection with such Mortgages, each such Mortgage shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in the Mortgaged Properties and the proceeds thereof, as security for the Obligations (as defined in the relevant Mortgage), in each case prior and superior in right to the Lien of any other PersonPerson (except Liens permitted by Section 7.3). Schedule 1.1B-1 1.1B lists, as of the Closing Date, each parcel of owned real property located in the United States and held by the Borrower or any of its Subsidiaries and Schedule 1.1B-2 lists, as of the Closing Date, each leasehold interest in real property located in the United States and held by the Borrower or any of its Subsidiaries where the applicable lease agreement does not require the consent of the landlord thereunder Subsidiary Guarantor upon which a Mortgage will be granted to the granting of a leasehold mortgage by the lessee thereunder. Schedule 1.1B-3 lists, as of the Closing Date, each leasehold interest in real property located in the United States and held by the Borrower or any of its Subsidiaries where the applicable lease agreement requires the consent of the landlord thereunder to the granting of a leasehold mortgage by the lessee thereunderAdministrative Agent.

Security Documents. (a) The Guarantee and Collateral Agreement is effective to create in favor of the Administrative Collateral Agent, for its benefit, for the benefit of the Administrative Agent and for the benefit of the Lenders, a legal, valid and enforceable security interest in the Collateral described therein and proceeds thereof. In the case of the Pledged Stock defined in and described in the Guarantee and Collateral Agreement, when stock certificates representing such Pledged Stock are delivered to the Administrative AgentCollateral Agent (together with a properly completed and signed stock power or endorsement), and in the case of the other Collateral described in the Guarantee and Collateral Agreement, when financing statements and other filings specified on Schedule 4.19(a4.20(a) in appropriate form are filed in the offices specified on Schedule 4.19(a)4.20(a) together with payment of any filing or recordation fees, or, with respect to after-acquired property, when the requirements set forth in Section 6.9 have been complied with, the Guarantee and Collateral Agreement Agent shall constitute have a fully perfected (with respect to Intellectual Property, to the extent such perfection and priority may be achieved by filings made in the U.S. Patent and Trademark Office and the U.S. Copyright Office) Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral and the proceeds thereofthereof (except for registration of and application for Intellectual Property filed outside the United States) to the extent such Lien can be perfected by the filing of financing statements under the applicable UCC, as security for the Obligations (as defined in the Guarantee and Collateral Agreement), in each case prior and superior in right to any other Person (except, in the case of Collateral other than Pledged Stock, Liens permitted by Section 7.3); provided, however, that (i) the recordation of any trademark security agreement and in the U.S. Patent and Trademark Office shall occur within three (3) months case of the date Collateral constituting Pledged Stock, inchoate Liens arising by operation of law), in each case, to the extent required by the Guarantee and Collateral Agreement; (ii) the recordation of any copyright security agreement shall occur within one (1) month of the date of the Guarantee and Collateral Agreement; (iii) subsequent recordations may be necessary to perfect the security interest in issued registrations and applications for Intellectual Property acquired after the date of the Guarantee and Collateral Agreement; and (iv) certain actions may be required in order to perfect the Lien in Intellectual Property included in the Collateral which is protected under non-U.S. law. (b) Each of the Mortgages is effective to create in favor of the Administrative Collateral Agent, for its benefit, for the benefit of the Administrative Agent and for the benefit of the Lenders, a legal, valid and enforceable Lien on the Mortgaged Properties Property described therein and proceeds thereoftherein, and when the Mortgages are filed in the offices specified on Schedule 4.19(b4.20(b), each such Mortgage shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in the subject Mortgaged Properties and the proceeds thereofProperty, as security for the Obligations (as defined in the relevant Mortgage), in each case prior and superior in right to any other PersonPerson (except Liens permitted by Section 7.3). Part 1 of Schedule 1.1B-1 1.1B lists, as of the Closing Date, each parcel of owned real property located in the United States and held by the Borrower or any of its Subsidiaries and the Guarantors that has a fair market value, in the reasonable opinion of the Borrower, in excess of $1,000,000 (each, a “Mortgaged Property”). Part 2 of Schedule 1.1B-2 1.1B lists, as of the Closing Date, (A) each leasehold interest in parcel of owned real property located in the United States and held by the Borrower or any of its Subsidiaries where the applicable lease agreement does Guarantors which is not require the consent listed on Part 1 of the landlord thereunder to the granting Schedule 1.1B, and (B) each parcel of a leasehold mortgage by the lessee thereunder. Schedule 1.1B-3 lists, as of the Closing Date, each leasehold interest in real property located in the United States and held which is leased (as lessee) or subleased (as sublessee) by the Borrower or any of its Subsidiaries where the applicable lease agreement requires the consent of the landlord thereunder to the granting of a leasehold mortgage by the lessee thereunderGuarantors.

Security Documents. (a) The Guarantee and Collateral Agreement Each Security Document (other than the Mortgages) is effective to create in favor of the Administrative Agent, Collateral Agent for the benefit of the LendersSecured Parties specified therein, a legal, valid and enforceable security interest and Lien in the Collateral described therein and proceeds thereof. In the case of the Pledged Stock Stock, as defined in and described in the Guarantee and Collateral Agreement, when stock certificates representing such Pledged Stock are delivered to the Administrative Collateral Agent, and in the case of the other Collateral described in the Guarantee and Collateral AgreementSecurity Documents, when financing statements and other filings specified on Schedule 4.19(a5.19(a) in appropriate form are filed in the offices specified on Schedule 4.19(a5.19(a), the Guarantee and Collateral Agreement and the other Security Documents shall constitute create a fully perfected (with respect to Intellectual Property, to the extent such perfection and priority may be achieved by filings made in the U.S. Patent and Trademark Office and the U.S. Copyright Office) Lien on, and security interest in, all right, title and interest of the Loan Parties party thereto in such Collateral and the proceeds thereof, as security for the Obligations (as defined in the Guarantee and Collateral Agreement)referred to therein, in each case prior and superior in right to any other Person (except, in the case of Collateral other than Pledged StockStock (which may be subject to Liens for certain Statutory Prior Claims), Liens permitted by Section 7.38.3); provided, however, that (i) the recordation of any trademark security agreement in the U.S. Patent and Trademark Office shall occur within three (3) months . As of the date Closing Date, there are no Statutory Prior Claims that encumber any Pledged Stock except for certain inchoate Canadian Statutory Prior Claims in respect of amounts not yet past due that could affect the Capital Stock of the Guarantee and Collateral Agreement; (ii) the recordation of any copyright security agreement shall occur within one (1) month of the date of the Guarantee and Collateral Agreement; (iii) subsequent recordations may be necessary to perfect the security interest in issued registrations and applications for Intellectual Property acquired after the date of the Guarantee and Collateral Agreement; and (iv) certain actions may be required in order to perfect the Lien in Intellectual Property included in the Collateral which is protected under non-U.S. lawCanadian Borrower. (b) Each of the Mortgages is executed and delivered after the Closing Date will be effective to create in favor of the Administrative Collateral Agent, for the benefit of the LendersSecured Parties specified therein, a legal, valid and enforceable Lien on the Mortgaged Properties described therein and proceeds thereof, and when the Mortgages are filed or registered in the offices specified on Schedule 4.19(b5.19(b), each such Mortgage shall constitute create a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in the Mortgaged Properties and the proceeds thereofthereof described in each of the Mortgages, as security for the Obligations (as defined in the relevant Mortgage), in each case prior and superior in right to any other Person, except for Liens permitted by Section 8.3. Schedule 1.1B-1 1.1 lists, as of the Closing Date, each parcel site of owned real property located in the United States and held by the Borrower or any of its Subsidiaries and Schedule 1.1B-2 lists, as of the Closing Date, each leasehold interest in real property located in the United States and held by the Borrower Cedar Fair LP or any of its Subsidiaries where the applicable lease agreement does not require the consent of the landlord thereunder to the granting of a leasehold mortgage by the lessee thereunder. Schedule 1.1B-3 lists, as of the Closing Date, each leasehold interest in real property located in the United States and held by the Borrower or any of its Subsidiaries where the applicable lease agreement requires the consent of the landlord thereunder to the granting of a leasehold mortgage by the lessee thereunderSubsidiaries.

Security Documents. (a) The Guarantee and Collateral Agreement is effective to create creates in favor of the Administrative Collateral Agent, for the ratable benefit of the LendersSecured Parties, a legal, valid and enforceable security interest in the Collateral described therein and proceeds thereof. In the case of the Pledged Stock (as defined in and described in the Guarantee and Collateral Agreement) and the proceeds thereof, when stock certificates representing such Pledged Stock are delivered subject to the Administrative Agenteffects of bankruptcy, insolvency or similar laws affecting creditors’ rights generally and general equitable principles, and in the case of the other (i) with respect to all Pledged Collateral described (as defined in the Guarantee and Collateral Agreement) previously delivered to and in possession of the Collateral Agent or, when in the case of Pledged Collateral (as defined in the Guarantee and Collateral Agreement) that is Term Loan/Notes Priority Collateral, previously delivered to and in possession of the Senior-Priority Collateral Agent, the Lien created under the Guarantee and Collateral Agreement constitutes, or in the case of Pledged Collateral to be delivered to the Collateral Agent or the Senior-Priority Collateral Agent in the future will constitute, a fully perfected first priority Lien (or, with respect to the Term Loan/Notes Priority Collateral, a fully perfected second priority Lien) on, and security interest in, all right, title and interest of the Loan Parties in such Pledged Collateral as to which perfection may be obtained by such actions, in each case prior and superior in right to any other person (other than the rights of persons pursuant to (x) Liens permitted by Section 6.02(z) and (y) Liens permitted by Section 6.02 having priority by operation of law), and (ii) with the previous filing of financing statements and other filings in the offices specified on Schedule 4.19(a) 3.19(a), the Lien created under the Guarantee and Collateral Agreement constitutes, or in the case of financing statements in appropriate form are to be filed in the offices specified on Schedule 4.19(a3.19(a) (as such schedule may be updated from time to time; provided that such schedules shall be deemed to be updated when the Borrower provides the relevant information in accordance with the Guarantee and Collateral Agreement), the Lien created under the Guarantee and Collateral Agreement shall constitute will constitute, a fully perfected (with respect to Intellectual Property, to the extent such perfection and priority may be achieved by filings made in the U.S. Patent and Trademark Office and the U.S. Copyright Office) Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral and the proceeds thereof(other than Intellectual Property, as security for the Obligations (as defined in the Guarantee and Collateral Agreement)) as to which perfection may be obtained by such filings, in each case prior and superior in right to any other Person person, other than with respect to Liens expressly permitted by Section 6.02 and, with respect to the Term Loan/Notes Priority Collateral, the Senior-Priority Collateral Agent. (exceptb) The Guarantee and Collateral Agreement (or a short form security agreement in form and substance reasonably satisfactory to the Borrower and the Collateral Agent), together with the filings made pursuant to the Guarantee and Collateral Agreement currently on file with the United States Patent and Trademark Office and the United States Copyright Office and the financing statements currently on file in the offices specified on Schedule 3.19(a), constitutes, or in the case of Collateral other than Pledged Stock, Liens permitted by Section 7.3); provided, however, that (i) the recordation of any trademark security agreement financing statements in appropriate form to be filed in the U.S. Patent and Trademark Office offices specified on Schedule 3.19(a) (as such schedule may be updated from time to time; provided that such schedules shall occur within three (3) months of be deemed to be updated when the date of Borrower provides the relevant information in accordance with the Guarantee and Collateral Agreement; (ii) the recordation of any copyright ), will constitute, a fully perfected Lien on, and security agreement shall occur within one (1) month interest in, all right, title and interest of the date of Loan Parties in the Intellectual Property (as defined in the Guarantee and Collateral Agreement; ) in which a security interest may be perfected by filing security agreements in the United States and its territories and possessions, in each case prior and superior in right to any other person other than with respect to Liens permitted pursuant to Section 6.02 (iii) it being understood that subsequent recordations recordings in the United States Patent and Trademark Office and the United States Copyright Office may be necessary to perfect a Lien on registered trademarks and patents, trademark and patent applications and registered copyrights acquired by the security interest in issued registrations and applications for Intellectual Property acquired Loan Parties after the date of the Guarantee and Collateral Agreement; and (iv) certain actions may be required in order to perfect the Lien in Intellectual Property included in the Collateral which is protected under non-U.S. lawRestatement Date). (bc) Each of the The Mortgages is have been duly executed and have been effective to create in favor of the Administrative Collateral Agent, for the ratable benefit of the Lenders, Secured Parties a legal, valid and enforceable Lien on all of the Loan Parties’ right, title and interest in and to the Mortgaged Properties described therein Property thereunder and the proceeds thereof, and when and, with the previous filing of the Mortgages are filed in the offices specified on Schedule 4.19(b)applicable jurisdictions, each such Mortgage shall the Mortgages constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in the such Mortgaged Properties Property and the proceeds thereof, as security for the Obligations (as defined in the relevant Mortgage), in each case prior and superior in right to any other Person. Schedule 1.1B-1 listsperson, as of the Closing Date, each parcel of owned real property located in the United States and held by the Borrower or any of its Subsidiaries and Schedule 1.1B-2 lists, as of the Closing Date, each leasehold interest in real property located in the United States and held by the Borrower or any of its Subsidiaries where the applicable lease agreement does not require the consent of the landlord thereunder other than with respect to the granting rights of a leasehold mortgage persons pursuant to Liens expressly permitted by the lessee thereunder. Schedule 1.1B-3 lists, as of the Closing Date, each leasehold interest in real property located in the United States and held by the Borrower or any of its Subsidiaries where the applicable lease agreement requires the consent of the landlord thereunder to the granting of a leasehold mortgage by the lessee thereunderSection 6.02.

Security Documents. (a) The Guarantee and Collateral Agreement is effective to create in favor of the Administrative AgentCollateral Trustee, for the ratable benefit of the LendersSecured Parties, a legal, valid valid, binding and enforceable security interest in the Collateral described therein and proceeds thereof. In thereof (other than money not constituting identifiable proceeds of any Collateral), subject to applicable insolvency, bankruptcy, reorganization, moratorium, fraudulent transfer and other laws now or hereafter in effect generally affecting rights of creditors and (including with respect to specific performance) principles of equity, whether considered in a proceeding in equity or in law and to the discretion of the court before which any proceeding therefor may be brought, and (i) in the case of the Pledged Stock defined in and described in Securities, upon the Guarantee and Collateral Agreement, earlier of (A) when stock certificates representing such Pledged Stock Securities are delivered to the Administrative Agent, Collateral Trustee and in the case of the other Collateral described in the Guarantee and Collateral Agreement, (B) when financing statements and other filings specified on Schedule 4.19(a) in appropriate form are filed in the offices specified on Schedule 4.19(a3.19(a), (ii) in the case of Deposit Accounts not constituting Excluded Perfection Assets or Counterparty Accounts, by the execution and delivery of control agreements providing for “control” as described in Section 9-104 of the UCC, (iii) in the case of Securities Accounts not constituting Excluded Perfection Assets or Counterparty Accounts, upon the earlier of (A) the filing of financing statements in the offices specified on Schedule 3.19(a) and (B) the execution and delivery of control agreements providing for “control” as described in Section 9-106 of the UCC and (iv) in the case of all other Collateral described therein (other than Excluded Perfection Assets, Intellectual Property Collateral, money not credited to a Deposit Account or letter of credit rights not constituting supporting obligations), when financing statements in appropriate form are filed in the offices specified on Schedule 3.19(a), the Guarantee and Collateral Agreement shall constitute a fully perfected (with respect to Intellectual Property, to the extent such perfection and priority may be achieved by filings made in the U.S. Patent and Trademark Office and the U.S. Copyright Office) Lien on, and security interest in, all right, title and interest of the Loan Secured Parties in such Collateral and the proceeds thereof, as security for the Guaranteed Obligations hereunder, in each case prior and superior to the rights of any other Person (as defined except, in the Guarantee case of all Collateral other than Pledged Securities in the possession of the Collateral Trustee, with respect to Permitted Liens, and in respect of Pledged Securities in the possession of the Collateral AgreementTrustee, the Permitted Liens set forth in clause (g) of the definition thereof and with respect to any other Priority Lien Obligations). (b) Each Intellectual Property Security Agreement is effective to create in favor of the Collateral Trustee, for the ratable benefit of the Secured Parties, a legal, valid, binding and enforceable security interest in the Intellectual Property Collateral described therein and proceeds thereof (other than money not constituting identifiable proceeds of any Intellectual Property Collateral), subject to applicable insolvency, bankruptcy, reorganization, moratorium, fraudulent transfer and other laws now or hereafter in effect generally affecting rights of creditors and (including with respect to specific performance) principles of equity, whether considered in a proceeding in equity or in law and to the discretion of the court before which any proceeding therefor may be brought. When each Intellectual Property Security Agreement is filed in the United States Patent and Trademark Office and the United States Copyright Office, respectively, together with financing statements in appropriate form filed in the offices specified in Schedule 3.19(a), in each case within the time period prescribed by applicable law, such Intellectual Property Security Agreement shall constitute a fully perfected Lien on, and security interest in (if and to the extent perfection may be achieved by such filings), all right, title and interest of the grantors thereunder in the Intellectual Property Collateral, as security for the Guaranteed Obligations hereunder, in each case prior and superior in right to any other Person (except, except with respect to Permitted Liens) (it being understood that subsequent recordings in the case of Collateral other than Pledged Stock, Liens permitted by Section 7.3); provided, however, that (i) the recordation of any trademark security agreement in the U.S. United States Patent and Trademark Office shall occur within three (3) months of and the date of the Guarantee and Collateral Agreement; (ii) the recordation of any copyright security agreement shall occur within one (1) month of the date of the Guarantee and Collateral Agreement; (iii) subsequent recordations United States Copyright Office may be necessary to perfect the security interest in issued a Lien on registered trademarks, trademark applications, patents, patent applications, copyright registrations and copyright applications for Intellectual Property acquired by the grantors after the date of the Guarantee and Collateral Agreement; and (iv) certain actions may be required in order to perfect the Lien in Intellectual Property included in the Collateral which is protected under non-U.S. lawClosing Date). (bc) Each of the Mortgages is effective to create in favor of the Administrative AgentCollateral Trustee, for the ratable benefit of the LendersSecured Parties, a legal, valid valid, binding, subsisting and enforceable Lien on on, and security interest in all of the Loan Parties’ right, title and interest in and to the Mortgaged Properties Property described therein and proceeds thereofthereof (other than money not constituting identifiable proceeds of any Mortgaged Property), subject to applicable insolvency, bankruptcy, reorganization, moratorium, fraudulent transfer and other laws now or hereafter in effect generally affecting rights of creditors and (including with respect to specific performance) principles of equity, whether considered in a proceeding in equity or in law, and when to the discretion of the court before which any proceeding therefor may be brought. When the Mortgages are filed in the offices specified on Schedule 4.19(b3.19(c), each such Mortgage shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties grantors thereof in the such Mortgaged Properties Property and the proceeds thereof, as security for the Guaranteed Obligations (as defined in the relevant Mortgage)hereunder, in each case prior and superior in right to any other Person. Schedule 1.1B-1 listsPerson (except the Permitted Liens set forth in clauses (e), as (f), (g), (h), (i), (j) (solely with respect to Permitted Refinancing Indebtedness refinancing Indebtedness secured by a Permitted Lien set forth in clause (e), (g), (h), (i), (m) or (o) of the Closing Datedefinition thereof), each parcel of owned real property located in the United States (m), (o) and held by the Borrower or any of its Subsidiaries and Schedule 1.1B-2 lists, as (x) of the Closing Date, each leasehold interest in real property located in the United States definition thereof and held by the Borrower or with respect to any of its Subsidiaries where the applicable lease agreement does not require the consent of the landlord thereunder to the granting of a leasehold mortgage by the lessee thereunder. Schedule 1.1B-3 lists, as of the Closing Date, each leasehold interest in real property located in the United States and held by the Borrower or any of its Subsidiaries where the applicable lease agreement requires the consent of the landlord thereunder to the granting of a leasehold mortgage by the lessee thereunderother Priority Lien Obligations).

Security Documents. (a) The Guarantee and Collateral Agreement is effective to create in favor of the Administrative Agent, Agent for the benefit of the LendersSecured Parties, a legal, valid and enforceable security interest (except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law) and the implied covenants of good faith and fair dealing) in the Collateral described therein (including any proceeds of any item of Collateral) to the extent required by the Guarantee and proceeds thereofCollateral Agreement. In the case of (i) the Pledged Stock defined in and Securities described in the Guarantee and Collateral Agreement, when any stock certificates or notes, as applicable, representing such Pledged Stock Securities are delivered to the Administrative Agent, together with appropriate blank instruments of transfer and in the case of (ii) the other Collateral described in the Guarantee and Collateral Agreement, when financing statements and other filings specified on Schedule 4.19(a) in appropriate form are filed filed, within the time periods (if any) required by applicable law, in the offices specified on Schedule 4.19(a)4.17 (which financing statements have been duly completed and executed (as applicable) and delivered to the Administrative Agent) and such other filings as are specified on Schedule 4.17 are made, the Guarantee and Collateral Agreement Administrative Agent shall constitute have a fully perfected (with respect to Intellectual Property, to the extent such perfection and priority may be achieved by filings made in the U.S. Patent and Trademark Office and the U.S. Copyright Office) Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral (including any proceeds of any item of Collateral) (to the extent a security interest in such Collateral can be perfected through the filing of financing statements in the offices specified on Schedule 4.17 and the proceeds thereoffilings specified on Schedule 4.17, and through the delivery of the Pledged Securities and such instruments of transfer required to be delivered on the Closing Date), as security for the Obligations (as defined in the Guarantee and Collateral Agreement)Obligations, in each case prior and superior in right to any other Person (except, except (i) in the case of Collateral other than Pledged Stock, Liens permitted by Section 7.3); provided, however, that 7.3 and (iii) Liens having priority by operation of law) to the recordation of any trademark security agreement in the U.S. Patent and Trademark Office shall occur within three (3) months of the date of extent required by the Guarantee and Collateral Agreement; (ii) the recordation of any copyright security agreement shall occur within one (1) month of the date of the Guarantee and Collateral Agreement; (iii) subsequent recordations may be necessary to perfect the security interest in issued registrations and applications for Intellectual Property acquired after the date of the Guarantee and Collateral Agreement; and (iv) certain actions may be required in order to perfect the Lien in Intellectual Property included in the Collateral which is protected under non-U.S. law. (b) Each Upon the execution and delivery of the Mortgages is any Mortgage to be executed and delivered pursuant to Section 6.8(b), such Mortgage shall be effective to create in favor of the Administrative Agent, Agent for the benefit of the Lenders, Secured Parties a legal, valid and enforceable Lien on the Mortgaged Properties mortgaged property described therein and proceeds thereof, ; and when the Mortgages are such Mortgage is filed in the offices specified on Schedule 4.19(b)recording office designated by the Borrowers, each such Mortgage shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in the Mortgaged Properties such mortgaged property and the proceeds thereof, as security for the Obligations (as defined in the relevant Mortgage), in each case prior and superior in right to any other Person. Schedule 1.1B-1 lists, as of the Closing Date, each parcel of owned real property located in the United States and held Person (other than Liens permitted by Section 7.3 or other encumbrances or rights permitted by the Borrower or any of its Subsidiaries and Schedule 1.1B-2 lists, as of the Closing Date, each leasehold interest in real property located in the United States and held by the Borrower or any of its Subsidiaries where the applicable lease agreement does not require the consent of the landlord thereunder to the granting of a leasehold mortgage by the lessee thereunder. Schedule 1.1B-3 lists, as of the Closing Date, each leasehold interest in real property located in the United States and held by the Borrower or any of its Subsidiaries where the applicable lease agreement requires the consent of the landlord thereunder to the granting of a leasehold mortgage by the lessee thereunderrelevant Mortgage).

Security Documents. (a) The Guarantee In order to secure the due and Collateral Agreement is effective to create in favor punctual payment of the Administrative Note Obligations, when the same shall be due and payable, whether on an Interest Payment Date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of and interest (to the extent permitted by law) on the Notes and performance of all other Note Obligations, (i) the Issuer and the Guarantors, if any, have prior to the Issue Date, entered into Security Documents granting the Collateral Agent a Lien on (A) substantially all the existing and future tangible and intangible assets and rights of the Issuer and the Guarantors, if any (other than, in each case, Excluded Assets) and (B) Equity Interests in all direct Subsidiaries of the Issuer and each Guarantor, if any (other than, in each case, Excluded Capital Stock), and (ii) the Issuer agrees that it shall take all such action as shall be required to ensure that the Note Obligations will (other than, in each case, during any Suspension Period with respect to the Notes) be secured by a Lien, subject only to Permitted Liens, on the Collateral. (b) To the extent, but only to the extent, permitted hereby, the Issuer and the Guarantors may incur Additional First Lien Obligations. Any additional class or series of Additional First Lien Obligations will be secured by Liens on the Collateral that rank pari passu with the Liens securing First Lien Obligations, in each case, under and pursuant to the Security Documents, once the Senior Class Debt Representative with respect to any such class or series of Additional First Lien Obligations, acting on behalf of the holders of such series of Additional First Lien Obligations, (1) becomes a party to the First Lien Intercreditor Agreement by satisfying the conditions set forth therein and (2) becomes a party to the Collateral Agency Agreement. (c) If the Issuer or any of the Guarantors incurs Additional First Lien Obligations, the Collateral Agent, for on behalf of itself, the benefit other Senior Class Debt Representatives, acting on behalf of the Lendersholders of the applicable series of Additional First Lien Obligations, and the other agents (if any) will, as applicable, enter into a joinder to the First Lien Intercreditor Agreement substantially in the form of Exhibit A-1 thereto. (d) If the Issuer or any of the Guarantors incurs Indebtedness secured by a Lien on the Collateral that is junior in priority relative to the Liens on the Collateral securing the First Lien Obligations, the Issuer, the Guarantors, the Collateral Agent, acting on behalf of itself, the Trustee, acting on behalf of the Holders of the Notes, the other collateral agents (if any) and the applicable Junior Lien Representative, on behalf of itself and the applicable Junior Lien Secured Parties, will enter into a junior lien intercreditor agreement, substantially in the form attached hereto as Exhibit F or which otherwise constitutes a junior lien intercreditor agreement that is an Applicable Intercreditor Agreement (any such junior lien intercreditor agreement, the “Junior Lien Intercreditor Agreement”). (e) The Note Documents (other than any Applicable Intercreditor Agreement) will be subject to the terms, limitations and conditions set forth in each Applicable Intercreditor Agreement. Each Holder of Notes, by its acceptance of a Note, is deemed to (i) have consented and agreed to the terms of each Security Document (including the First Lien Intercreditor Agreement and each other Applicable Intercreditor Agreement, if any, entered into after the Issue Date in accordance with clause (d) of this Section 12.02), as originally in effect and as amended, supplemented or replaced from time to time in accordance with its terms or the terms of this Indenture, the First Lien Intercreditor Agreement or, if applicable, each Applicable Intercreditor Agreement, (ii) have authorized and directed the Trustee to enter into or execute a joinder with respect to (A) the Collateral Agency Agreement on the Issue Date, (B) the First Lien Intercreditor Agreement on the Issue Date and (C) each other Applicable Intercreditor Agreement at any time after the Issue Date in accordance with clause (d) of this Section 12.02, (iii) have consented to the appointment of the Collateral Agent pursuant to the Collateral Agency Agreement, (iv) have authorized and directed the Collateral Agent to enter into the Security Documents to which it is, or is intended to be, a legalparty, valid and enforceable security interest (v) have authorized and empowered the Collateral Agent (through the Collateral Agency Agreement, the First Lien Intercreditor Agreement and each other Applicable Intercreditor Agreement, if any) to bind the Holders of Notes as set forth in the Collateral described therein Security Documents to which they are a party and proceeds thereof. In to perform its obligations and exercise its rights and powers thereunder, including entering into amendments permitted by the case terms of the Pledged Stock defined in and described in Note Documents. To the Guarantee and Collateral Agreement, when stock certificates representing such Pledged Stock are delivered to the Administrative Agent, and in the case extent that any provision of the other Note Documents is not consistent with or contradicts the Collateral described in Agency Agreement (or the Guarantee and Collateral Agreement, when financing statements and other filings specified on Schedule 4.19(a) in appropriate form are filed in the offices specified on Schedule 4.19(aFirst Lien Intercreditor Agreement or Applicable Intercreditor Agreements (if any)), the Guarantee Collateral Agency Agreement, the First Lien Intercreditor Agreement and/or the other Applicable Intercreditor Agreements (if any) shall govern. (f) Each Holder of Notes, by its acceptance of a Note, is deemed to have: (1) authorized, consented to and directed the Trustee to enter into and join the Collateral Agreement shall constitute a fully perfected (with respect to Intellectual PropertyAgency Agreement, to the extent such perfection and priority may be achieved including by filings made its execution of applicable joinder documentation in the U.S. Patent and Trademark Office and the U.S. Copyright Office) Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral and the proceeds thereof, its capacity as security for the Obligations “New Senior Class Debt Representative” (as defined in the Guarantee and Collateral Agency Agreement), ) in each case prior and superior in right to any other Person respect of the Note Obligations; (except, in the case of Collateral 2) other than Pledged Stockduring any Suspension Period, Liens permitted agreed (in its capacity as a Holder of Notes) that it is subject to and bound by Section 7.3); providedthe provisions of the Collateral Agency Agreement, howevereach Security Document, that (i) the recordation of First Lien Intercreditor Agreement and each other Applicable Intercreditor Agreement in effect at any trademark security agreement in the U.S. Patent and Trademark Office shall occur within three time; (3) months ratified the Collateral Agent’s execution and delivery of the Security Documents prior to the date hereof (in accordance with the Collateral Agency Agreement); (4) consented and agreed that the Collateral Agent may execute and deliver any additional Security Documents (including any Applicable Intercreditor Agreement) not in effect as of the date of hereof and act in accordance with the Guarantee and Collateral Agreement; terms thereof; (ii5) subject to the recordation terms of any copyright security agreement shall occur within one (1) month of the date of the Guarantee Applicable Intercreditor Agreement, consented and Collateral Agreement; (iii) subsequent recordations may be necessary to perfect the security interest in issued registrations and applications for Intellectual Property acquired after the date of the Guarantee and Collateral Agreement; and (iv) certain actions may be required in order to perfect the Lien in Intellectual Property included in agreed that the Collateral which is protected under non-U.S. law. (b) Each of the Mortgages is effective to create in favor of the Administrative Agent, for the benefit of the Lenders, a legal, valid and enforceable Lien on the Mortgaged Properties described therein and proceeds thereof, and when the Mortgages are filed in the offices specified on Schedule 4.19(b), each such Mortgage shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in the Mortgaged Properties and the proceeds thereof, as security for the Obligations (as defined in the relevant Mortgage)Agent may, in each case prior its sole discretion and superior in right to any other Person. Schedule 1.1B-1 lists, as of the Closing Date, each parcel of owned real property located in the United States and held by the Borrower or any of its Subsidiaries and Schedule 1.1B-2 lists, as of the Closing Date, each leasehold interest in real property located in the United States and held by the Borrower or any of its Subsidiaries where the applicable lease agreement does not require without the consent of the landlord thereunder Trustee or the Holders, take all actions it deems necessary or appropriate in order to: (A) enforce any of the terms of the Security Documents; and (B) collect and receive any and all amounts payable in respect of the Note Obligations of the Issuer and the Guarantors to the granting of a leasehold mortgage by Holders, the lessee thereunder. Schedule 1.1B-3 lists, as of Collateral Agent or the Closing Date, each leasehold interest in real property located in Trustee under the United States and held by the Borrower or any of its Subsidiaries where the applicable lease agreement requires the consent of the landlord thereunder to the granting of a leasehold mortgage by the lessee thereunderNote Documents.

Security Documents. (a) The Amended and Restated Guarantee and Collateral Agreement is effective to create in favor of the Administrative Agent, for the benefit of the LendersSecured Parties, a legal, valid and enforceable security interest in the Collateral described therein and proceeds and products thereof, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally. In the case of the Pledged Stock defined in and described in the Amended and Restated Guarantee and Collateral Agreement, when stock certificates representing such Pledged Stock are delivered to the Administrative Agent, and in the case of the other Collateral described in the Amended and Restated Guarantee and Collateral Agreement, to the extent provided therein, when financing statements and statements, other filings specified on Schedule 4.19(a) 4 to the Amended and Restated Guarantee and Collateral Agreement in appropriate form are filed in the offices specified on Schedule 4.19(a)4 to the Amended and Restated Guarantee and Collateral Agreement and the other actions described in Section 4.3 of the Amended and Restated Guarantee and Collateral Agreement are completed, the Amended and Restated Guarantee and Collateral Agreement shall constitute be effective to create a fully perfected (with respect to Intellectual Property, to the extent such perfection and priority may be achieved by filings made in the U.S. Patent and Trademark Office and the U.S. Copyright Office) Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral and the proceeds thereof, as security for the Obligations (as defined in the Amended and Restated Guarantee and Collateral Agreement), in each case (to the extent provided therein) prior and superior in right to any other Person (except, in the case of Collateral other than Pledged Stock, Liens permitted by Section 7.3except for Permitted Liens); provided, however, that (i) the recordation of any trademark security agreement in the U.S. Patent and Trademark Office shall occur within three (3) months of the date of the Guarantee and Collateral Agreement; (ii) the recordation of any copyright security agreement shall occur within one (1) month of the date of the Guarantee and Collateral Agreement; (iii) subsequent recordations may be necessary to perfect the security interest in issued registrations and applications for Intellectual Property acquired after the date of the Guarantee and Collateral Agreement; and (iv) certain actions may be required in order to perfect the Lien in Intellectual Property included in the Collateral which is protected under non-U.S. law.; (b) Each Upon execution thereof, each of the Mortgages is shall be effective to create in favor of the Administrative Agent, for the benefit of the LendersSecured Parties, a legal, valid and enforceable Lien on the Mortgaged Properties described therein and proceeds and products thereof, and when the Mortgages are filed in the offices specified on Schedule 4.19(b)therein, each such Mortgage shall constitute constitute, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally, (to the extent provided therein) a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in the Mortgaged Properties and the proceeds thereof, as security for the Obligations (as defined in the relevant Mortgage), in each case (except as expressly set forth therein) prior and superior in right to any other PersonPerson (except for Permitted Liens). Schedule 1.1B-1 1.1(a) lists, as of the Closing Restatement Effective Date, each parcel of owned real property located in the United States and held by the Borrower or any of its Restricted Subsidiaries and Schedule 1.1B-2 liststhat has a value, as in the reasonable opinion of the Closing DateBorrower, each leasehold interest in real property located in the United States and held by the Borrower or any excess of its Subsidiaries where the applicable lease agreement does not require the consent of the landlord thereunder to the granting of a leasehold mortgage by the lessee thereunder. Schedule 1.1B-3 lists, as of the Closing Date, each leasehold interest in real property located in the United States and held by the Borrower or any of its Subsidiaries where the applicable lease agreement requires the consent of the landlord thereunder to the granting of a leasehold mortgage by the lessee thereunder$6,000,000.

Security Documents. (a) The Guarantee and Collateral Agreement is Security Documents are effective to create in favor of the Administrative Agent, Agent for the benefit of the LendersSecured Parties referred to therein, a legal, valid and enforceable security interest (except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, or similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law) and the implied covenants of good faith and fair dealing) in the Collateral described therein and (including any proceeds thereofof any item of Collateral) to the extent required by the Security Documents. In the case of (i) the Pledged Stock defined in and Securities described in the Guarantee and Collateral Security Agreement, when any stock certificates or notes, as applicable, representing such Pledged Stock Securities are delivered to the Administrative Agent, Term Agent (as agent for the Agent pursuant to the Intercreditor Agreement) and in the case of (ii) the other Collateral described in the Guarantee and Collateral AgreementSecurity Documents, when financing statements and other filings specified on Schedule 4.19(a) in appropriate form are filed filed, within the time periods (if any) required by applicable law, in the offices specified on Schedule 4.19(a)5.17 (which financing statements have been duly completed and executed (as applicable) and delivered to the Agent) and such other filings as are specified on Schedule 5.17 are made, the Guarantee and Collateral Agreement Agent shall constitute have a fully perfected (with respect to Intellectual Property, to the extent such perfection and priority may be achieved by filings made in the U.S. Patent and Trademark Office and the U.S. Copyright Office) Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral (including any proceeds of any item of Collateral) (to the extent a security interest in such Collateral can be perfected through the filing of financing statements in the offices specified on Schedule 5.17 and the proceeds thereoffilings specified on Schedule 5.17, and through the delivery of the Pledged Securities required to be delivered on the Closing Date), as security for the Obligations (as defined in the Guarantee and Collateral Agreement)Obligations, in each case prior and superior in right to any other Person (exceptexcept (i) Liens in favor of the Term Agent, (ii) in the case of Collateral other than Pledged StockSecurities, Liens permitted by Section 7.3); provided, however, that (i) the recordation of any trademark security agreement in the U.S. Patent 7.01 and Trademark Office shall occur within three (3) months of the date of the Guarantee and Collateral Agreement; (ii) the recordation of any copyright security agreement shall occur within one (1) month of the date of the Guarantee and Collateral Agreement; (iii) subsequent recordations may be necessary Liens permitted by Section 7.01 which otherwise, by operation of law or contract, have priority over the Liens securing the Obligations) to perfect the security interest in issued registrations and applications for Intellectual Property acquired after extent required by the date of the Guarantee and Collateral Agreement; and (iv) certain actions may be required in order to perfect the Lien in Intellectual Property included in the Collateral which is protected under non-U.S. lawSecurity Documents. (b) Each Upon the execution and delivery of the Mortgages is any Mortgage to be executed and delivered pursuant to Section 4.01(m) and Section 6.11(c), such Mortgage shall be effective to create in favor of the Administrative Agent, Agent for the benefit of the Lenders, Secured Parties a legal, valid and enforceable Lien on the Mortgaged Properties mortgaged property described therein and proceeds thereof, ; and when the Mortgages are such Mortgage is filed in the offices specified on Schedule 4.19(b)recording office designated by the Borrower, each such Mortgage shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in the Mortgaged Properties such mortgaged property and the proceeds thereof, as security for the Obligations (as defined in the relevant Mortgage), in each case prior and superior in right to any other Person. Schedule 1.1B-1 listsPerson (subject to the Intercreditor Agreement, as of the Closing Date, each parcel of owned real property located in the United States and held Liens permitted by Section 7.01 or other encumbrances or rights permitted by the Borrower or any of its Subsidiaries and Schedule 1.1B-2 lists, as of the Closing Date, each leasehold interest in real property located in the United States and held by the Borrower or any of its Subsidiaries where the applicable lease agreement does not require the consent of the landlord thereunder to the granting of a leasehold mortgage by the lessee thereunder. Schedule 1.1B-3 lists, as of the Closing Date, each leasehold interest in real property located in the United States and held by the Borrower or any of its Subsidiaries where the applicable lease agreement requires the consent of the landlord thereunder to the granting of a leasehold mortgage by the lessee thereunderrelevant Mortgage).

Security Documents. (a) The Guarantee and Collateral Agreement is effective to create in favor of the Administrative Collateral Agent, for the benefit of the LendersSecured Parties, a legal, valid and enforceable security interest in the Collateral described therein and the proceeds thereof. In the case of (i) the Pledged Stock defined in and described in the Guarantee and Collateral AgreementAgreement (as defined therein), when stock certificates representing such Pledged Stock are delivered to the Administrative Collateral Agent, and (ii) security interests in the case of Investment Accounts that can be perfected by control, when the Account Control Agreements and the Depositary Agreement have been duly executed and delivered by the parties thereto, and (iii) security interests in the other Collateral described in the Guarantee and Collateral AgreementAgreement that can be perfected by the filing of financing statements under the Uniform Commercial Code, when financing statements and other filings specified on Schedule 4.19(a4.22(a) in appropriate form are filed in the offices specified on Schedule 4.19(a4.22(a), the Liens granted under the Guarantee and Collateral Agreement shall constitute a fully perfected (with respect to Intellectual Property, to the extent such perfection and priority may be achieved by filings made in the U.S. Patent and Trademark Office and the U.S. Copyright Office) Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral and the proceeds thereof, as security for the Obligations (as defined in the Guarantee and Collateral Agreement), in each case prior and superior in right to any other Person except (except, A) in the case of Collateral other than Pledged Stock, Liens permitted by Section 7.3); providedPermitted Liens, however, that or (iB) in the recordation case of any trademark security agreement in Pledged Stock, Liens (x) arising pursuant to the U.S. Patent and Trademark Office shall occur within three (3) months limited liability company agreements, partnership agreements or other governing documents of the date of Loan Parties or applicable securities laws, (y) for taxes not yet due or delinquent or (z) arising pursuant to the Guarantee and Collateral Agreement; (ii) the recordation of any copyright security agreement shall occur within one (1) month of the date of the Guarantee and Collateral Agreement; (iii) subsequent recordations may be necessary to perfect the security interest in issued registrations and applications for Intellectual Property acquired after the date of the Guarantee and Collateral Agreement; and (iv) certain actions may be required in order to perfect the Lien in Intellectual Property included in the Collateral which is protected under non-U.S. lawSecurity Documents. (b) Each of the Mortgages The Mortgage is effective to create in favor of the Administrative Collateral Agent, for the benefit of the LendersSecured Parties, a legal, valid and enforceable Lien on the Mortgaged Properties real property interests described therein and the proceeds thereof, and when the Mortgages are Mortgage is filed in the offices applicable office specified on Schedule 4.19(b4.22(b), each such the Mortgage shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties Borrower in the Mortgaged Properties Property and the proceeds thereof, as security for the Obligations (as defined in the relevant Mortgage), in each case prior and superior in right to any other PersonPerson except for Permitted Liens. Schedule 1.1B-1 1.1A lists, as of the Closing Date, each parcel of owned real property located in the United States and held by the Borrower or any of its Subsidiaries and Schedule 1.1B-2 lists, as of the Closing Date, each leasehold interest in real property located in the United States and held by the Borrower or any of its Subsidiaries where that has a value, in the applicable lease agreement does not require the consent reasonable opinion of the landlord thereunder to the granting Borrower, in excess of a leasehold mortgage by the lessee thereunder. Schedule 1.1B-3 lists, as of the Closing Date, each leasehold interest in real property located in the United States and held by the Borrower or any of its Subsidiaries where the applicable lease agreement requires the consent of the landlord thereunder to the granting of a leasehold mortgage by the lessee thereunder$1,500,000.

Security Documents. (a) The Guarantee and Collateral Agreement is provisions of each Security Document are effective to create in favor of the Administrative Agent, Collateral Agent for the ratable benefit of the Lenders, Secured Parties a legal, valid and enforceable security Lien in all right, title and interest of each Loan Party party thereto in the Collateral “Collateral” described therein and proceeds thereof. In the case of the Pledged Stock defined in and described in the Guarantee and Collateral Agreement, when therein. (b) When any stock certificates representing such Pledged Stock Collateral are delivered to the Administrative Collateral Agent, and in the case of the other Collateral described in the Guarantee and Collateral Agreement, when proper financing statements and or other applicable filings specified on listed in Schedule 4.19(a) in appropriate form are 5.16 have been filed in the offices specified on in the jurisdictions listed in Schedule 4.19(a)5.16, the Guarantee and Collateral Pledge Agreement shall constitute a fully perfected (with respect to Intellectual Property, to the extent such perfection and priority may be achieved by filings made in the U.S. Patent and Trademark Office and the U.S. Copyright Office) first Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral and the proceeds thereof, as security for the Obligations (as defined Party party thereto in the Guarantee “Pledged Collateral” described therein, which can be perfected by such filing, prior and Collateral Agreement)superior in right to any other Person. (c) When proper financing statements or other applicable filings listed in Schedule 5.16 have been filed in the offices in the jurisdictions listed in Schedule 5.16, the Security Agreement shall constitute a fully perfected first Lien on, and security interest in, all right, title and interest of those Loan Parties party thereto in each case the portion of the “Collateral” described therein that consists of assets included in a Borrowing Base hereunder, which can be perfected by such filing, prior and superior in right to any other Person (except, in the case of Collateral other than Pledged Stock, Liens permitted by Section 7.3); provided, however, that (i) the recordation of subject to any trademark security agreement in the U.S. Patent and Trademark Office shall occur within three (3) months of the date of the Guarantee and Collateral Agreement; (ii) the recordation of any copyright security agreement shall occur within one (1) month of the date of the Guarantee and Collateral Agreement; (iii) subsequent recordations may be necessary to perfect the security interest in issued registrations and applications for Intellectual Property acquired after the date of the Guarantee and Collateral Agreement; and (iv) certain actions may be required in order to perfect the Lien in Intellectual Property included in the Collateral which is protected under non-U.S. lawPermitted Borrowing Base Liens. (bd) Each of When an Account Control Agreement has been entered into with respect to each Pledged Account, the Mortgages is effective to create in favor of the Administrative Agent, for the benefit of the Lenders, a legal, valid and enforceable Lien on the Mortgaged Properties described therein and proceeds thereof, and when the Mortgages are filed in the offices specified on Schedule 4.19(b), each such Mortgage Security Agreement shall constitute a fully perfected first Lien on, and security interest in, all right, title and interest of the Loan Parties Party party thereto in the Mortgaged Properties and portion of the proceeds thereof“Collateral” described therein that consists of Pledged Accounts, as security for the Obligations (as defined in the relevant Mortgage), in each case prior and superior in right to any other Person. Schedule 1.1B-1 lists, as of the Closing Date, each parcel of owned real property located in the United States and held by the Borrower or Person subject to any of its Subsidiaries and Schedule 1.1B-2 lists, as of the Closing Date, each leasehold interest in real property located in the United States and held by the Borrower or any of its Subsidiaries where the applicable lease agreement does not require the consent of the landlord thereunder to the granting of a leasehold mortgage by the lessee thereunder. Schedule 1.1B-3 lists, as of the Closing Date, each leasehold interest in real property located in the United States and held by the Borrower or any of its Subsidiaries where the applicable lease agreement requires the consent of the landlord thereunder to the granting of a leasehold mortgage by the lessee thereunderPermitted Cash Management Liens.

Security Documents. (a) The Guarantee and Collateral Agreement is effective to create in favor payment of the Administrative Agentprincipal of and interest and premium, if any, on the Notes when due, whether on an Interest Payment Date, at maturity, by acceleration, repurchase, redemption or otherwise and whether by the Issuers pursuant to the Notes or by the Guarantors pursuant to the Guarantees, the payment of all other Obligations and the performance of all other obligations of the Issuers and the Guarantors under this Indenture, the Notes, the Guarantees and the Security Documents shall be secured as provided in the Security Documents, which the Issuers and the applicable Guarantors entered into on the Issue Date and will be secured by Security Documents hereafter delivered as required or permitted by this Indenture. The Issuers shall, and shall cause each Restricted Subsidiary to, and each Restricted Subsidiary shall, make all filings (including filings of continuation statements and amendments to UCC financing statements that may be necessary to continue the effectiveness of such UCC financing statements) and all other actions as are necessary or required by the Security Documents to maintain (at the sole cost and expense of the Issuers and the Restricted Subsidiaries) the security interest created by the Security Documents in the Collateral (other than with respect to any Collateral the security interest in which is not required to be perfected under the Security Documents) as a perfected security interest subject only to Permitted Liens and Liens permitted by Section 4.12. (b) Notwithstanding the foregoing, MHGE Holdings shall use commercially reasonable efforts to perfect all security interests in the Collateral (other than Excluded Property) on or prior to the Issue Date and, with respect to any Collateral (other than Excluded Property), for which security interests have not been granted or perfected on or prior to the benefit Issue Date, use commercially reasonable efforts to cause the taking of additional actions required to grant or perfect the Lenders, a legal, valid and enforceable security interest in the Collateral described therein required to be pledged under this Indenture and proceeds thereofthe Security Documents within 90 days following the Issue Date. In the case of the Pledged Stock defined in and described in the Guarantee and Collateral Agreement, when stock certificates representing such Pledged Stock are delivered to the Administrative Agent, and in the case of the other Collateral described in the Guarantee and Collateral Agreement, when financing statements and other filings specified on Schedule 4.19(a) in appropriate form are filed in the offices specified on Schedule 4.19(a), the Guarantee and Collateral Agreement shall constitute a fully perfected (with With respect to Intellectual PropertyMortgaged Properties, MHGE Holdings shall use commercially reasonable efforts to deliver within 90 days following the Issue Date, but only to the extent such perfection and priority may be achieved by filings made in deliverables were provided to the U.S. Patent and Trademark Office and the U.S. Copyright Office) Lien on, and security interest in, all right, title and interest holders of the Loan Parties other First-Priority Obligations in connection with their mortgage on such Collateral and the proceeds thereof, as security for the Obligations (as defined in the Guarantee and Collateral Agreement), in each case prior and superior in right to any other Person (except, in the case of Collateral other than Pledged Stock, Liens permitted by Section 7.3); provided, however, that property: (i) a policy or policies or marked-up unconditional binder of lender’s title insurance, paid for by the recordation Issuers and the Subsidiary Guarantors, issued by a nationally recognized title insurance company, insuring the Lien of each mortgage as a valid Lien on the mortgaged property described therein, free of any trademark security agreement in the U.S. Patent title exceptions and Trademark Office shall occur within three (3) months of the date of the Guarantee and Collateral Agreement; other Liens except Permitted Liens, (ii) the recordation of any copyright security agreement shall occur within one (1) month an as-is survey of the date of property subject to any such mortgage certified to MHGE Holdings, First-Priority Collateral Agent and the Guarantee and Collateral Agreement; title company, meeting minimum standard detail requirements for ALTA/ACSM Land Title Surveys, (iii) subsequent recordations may be necessary customary opinions of counsel addressing such matters as were addressed in the comparable opinions provided to perfect the security interest in issued registrations and applications for Intellectual Property acquired after the date holders of the Guarantee and Collateral Agreement; and other First-Priority Obligations, (iv) certain actions may evidence of insurance required to be required in order maintained pursuant to perfect the Lien in Intellectual Property included in the Collateral which is protected under non-U.S. law. (b) Each of the Mortgages is effective to create in favor of the Administrative Agent, for the benefit of the Lenders, a legal, valid and enforceable Lien on the Mortgaged Properties described therein and proceeds thereofthis Indenture, and when the Mortgages are filed in the offices specified on Schedule 4.19(b)(v) if required by applicable law, each such Mortgage shall constitute a fully perfected Lien onflood hazard determination certificates and, and security interest inif required, all right, title and interest of the Loan Parties in the Mortgaged Properties and the proceeds thereof, as security for the Obligations (as defined in the relevant Mortgage), in each case prior and superior in right to any other Person. Schedule 1.1B-1 lists, as of the Closing Date, each parcel of owned real property located in the United States and held by the Borrower or any of its Subsidiaries and Schedule 1.1B-2 lists, as of the Closing Date, each leasehold interest in real property located in the United States and held by the Borrower or any of its Subsidiaries where the applicable lease agreement does not require the consent of the landlord thereunder notices to the granting record owner of any improvements in a leasehold mortgage by the lessee thereunder. Schedule 1.1B-3 listsspecial flood hazard area, as together with evidence of the Closing Date, each leasehold interest in real property located in the United States and held by the Borrower or any of its Subsidiaries where the applicable lease agreement requires the consent of the landlord thereunder to the granting of a leasehold mortgage by the lessee thereunderacceptable flood insurance coverage.

Security Documents. (a) The Guarantee and Collateral Agreement is effective to Agreement, upon execution and delivery thereof by the parties thereto, will create in favor of the Administrative Collateral Agent, for the ratable benefit of the LendersSecured Parties, a legal, valid and enforceable security interest in all right, title and interest of the Loan Parties in the Collateral described therein and the proceeds thereof. In , to the case of extent a security interest therein can be created under the New York UCC, and (ax) when the Pledged Stock defined in and described in Collateral is delivered to the Collateral Agent (to the extent required by the Guarantee and Collateral Agreement, when stock certificates representing such Pledged Stock are delivered to the Administrative Agent, and in the case of the other Collateral described in the Guarantee and Collateral Agreement, when financing statements and other filings specified on Schedule 4.19(a) in appropriate form are filed in the offices specified on Schedule 4.19(a), the Lien created under the Guarantee and Collateral Agreement shall constitute a fully perfected (with respect to Intellectual Propertyshall, to the extent such perfection and priority may Lien can be achieved by filings made perfected under the Uniform Commercial Code in effect in the U.S. Patent and Trademark Office and jurisdiction of the U.S. Copyright Office) applicable Loan Party, constitute a fully perfected first priority Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral and the proceeds thereof, as security for the Obligations (as defined in the Guarantee and Collateral Agreement)Pledged Collateral, in each case case, subject to the Intercreditor Agreement, prior and superior in right to any other Person Person, (exceptbsubject to Permitted Liens, in (y) when Account Control Agreements are entered into with respect to any deposit account constituting Collateral, the case of Collateral other than Pledged Stock, Liens permitted by Section 7.3); provided, however, that (i) the recordation of any trademark security agreement in the U.S. Patent and Trademark Office shall occur within three (3) months of the date of Lien created under the Guarantee and Collateral Agreement; (ii) the recordation of any copyright Agreement shall constitute a fully perfected first priority Lien on, and security agreement shall occur within one (1) month interest in, all right, title and interest of the date of Loan Parties in such Collateral, in each case, subject to the Guarantee Intercreditor Agreement, prior and Collateral Agreement; superior in right to any other Person, subject to Permitted Liens, and (iiicz) subsequent recordations may be necessary except to perfect the extent a security interest in issued registrations and applications for Intellectual Property acquired after the date Collateral cannot be perfected by the filing of a financing statement under the Uniform Commercial Code in effect in the jurisdiction of formation of the Guarantee and Collateral Agreement; and (iv) certain actions may be required applicable Loan Party, when financing statements in order to perfect the Lien in Intellectual Property included in the Collateral which is protected under non-U.S. law. (b) Each of the Mortgages is effective to create in favor of the Administrative Agent, for the benefit of the Lenders, a legal, valid and enforceable Lien on the Mortgaged Properties described therein and proceeds thereof, and when the Mortgages appropriate form are filed in the offices specified on Schedule 4.19(b)3.19, each such Mortgage shall the Lien created under the Guarantee and Collateral Agreement will constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in the Mortgaged Properties and the proceeds thereof, as security for the Obligations (as defined in the relevant Mortgage)all Collateral, in each case case, subject to the Intercreditor Agreement, prior and superior in right to any other Person. Schedule 1.1B-1 lists, as of other than with respect to Liens expressly permitted by Section 6.02; provided that, notwithstanding any Liens permitted by Section 6.02, there are no such prior or superior Liens on any Management Fees (or the Closing Dateright to receive Management Fees), Equity Interests or, except for Liens permitted by Section 6.02(a), Intellectual Property, in each parcel of owned real property located in the United States and held by the Borrower or any of its Subsidiaries and Schedule 1.1B-2 lists, as of the Closing Date, each leasehold interest in real property located in the United States and held by the Borrower or any of its Subsidiaries where the applicable lease agreement does not require the consent of the landlord thereunder case to the granting of a leasehold mortgage by the lessee thereunder. Schedule 1.1B-3 lists, as of the Closing Date, each leasehold interest in real property located in the United States and held by the Borrower or any of its Subsidiaries where the applicable lease agreement requires the consent of the landlord thereunder to the granting of a leasehold mortgage by the lessee thereunderextent constituting Collateral).

Security Documents. (a) The Guarantee and Collateral Agreement is effective to create in favor of the Administrative Agent, Collateral Agent for the benefit of the LendersSecured Parties, a legal, valid and enforceable security interest in the Collateral described therein of a type in which a security interest can be created under Article 9 of the UCC (including any proceeds of any such item of Collateral) except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally and proceeds thereofby general equitable principles (whether enforcement is sought by proceedings in equity or at law) and the implied covenants of good faith and fair dealings; provided that for purposes of this Section 4.17(a), Collateral shall be deemed to exclude any Property expressly excluded from the definition of “Collateral” as set forth in the Guarantee and Collateral Agreement (the “Excluded Collateral”). In the case of (i) the Pledged Stock defined Securities described in the Guarantee and Collateral Agreement (other than Excluded Capital Stock) when any stock certificates or notes, as applicable, representing such Pledged Securities are delivered to the Collateral Agent, (ii) the Intellectual Property registrations and applications described in the Guarantee and Collateral Agreement, when stock certificates representing such Pledged Stock applicable intellectual property filings with the United States Patent and Trademark Office or the United States Copyright Office are delivered made with respect to the Administrative security interest of the Collateral Agent, and in the case of (iii) the other Collateral described in the Guarantee and Collateral AgreementAgreement (other than Excluded Collateral, deposit accounts and securities accounts), when financing statements and other filings specified on Schedule 4.19(a) in appropriate form are filed in the offices specified on Schedule 4.19(a)4.17 (as such schedule may be supplemented by the Borrower from time to time to reflect the acquisition or creation of new Subsidiaries, if applicable) (which financing statements have been duly completed and executed (as applicable) and delivered to the Collateral Agent) and such other filings as are specified on Schedule 7 to the Guarantee and Collateral Agreement are made, the Collateral Agent shall constitute have a fully perfected (with respect to Intellectual Property, to the extent such perfection and first priority may be achieved by filings made in the U.S. Patent and Trademark Office and the U.S. Copyright Office) Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral (including any proceeds of any item of Collateral) (to the extent a security interest in such Collateral can be perfected through the filing of financing statements and the proceeds thereoffilings specified on Schedule 7 to the Guarantee and Collateral Agreement, and through the delivery of the Pledged Securities), as security for the Obligations (as defined in the Guarantee and Collateral Agreement)Obligations, in each case prior and superior in right to the Lien of any other Person (except, except (i) in the case of Collateral other than Pledged StockSecurities, Liens permitted by Section 7.3); provided, however, that 7.3 which by operation of law or contract would have priority over the Liens securing the Obligations and (iii) Liens having priority by operation of law) to the recordation of any trademark security agreement in the U.S. Patent and Trademark Office shall occur within three (3) months of the date of extent required by the Guarantee and Collateral Agreement; (ii) the recordation of any copyright security agreement shall occur within one (1) month of the date of the Guarantee and Collateral Agreement; (iii) subsequent recordations may be necessary to perfect the security interest in issued registrations and applications for Intellectual Property acquired after the date of the Guarantee and Collateral Agreement; and (iv) certain actions may be required in order to perfect the Lien in Intellectual Property included in the Collateral which is protected under non-U.S. law. (b) Each Upon the execution and delivery of the Mortgages is any Mortgage to be executed and delivered pursuant to Section 6.8(b), such Mortgage shall be effective to create in favor of the Administrative Agent, Collateral Agent for the benefit of the Lenders, Secured Parties a legal, valid and enforceable Lien on the Mortgaged Properties Property described therein and proceeds thereof, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law) and the implied covenants of good faith and fair dealing; and when the Mortgages are such Mortgage is filed in the offices specified on Schedule 4.19(b)recording office designated by the Borrower, each such Mortgage shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in the such Mortgaged Properties Property and the proceeds thereof, as security for the Obligations (as defined in the relevant Mortgage), in each case prior and superior in right to any other Person. Schedule 1.1B-1 lists, as of the Closing Date, each parcel of owned real property located in the United States and held Person (other than Liens permitted by Section 7.3 or other encumbrances or rights permitted by the Borrower or any of its Subsidiaries and Schedule 1.1B-2 lists, as of the Closing Date, each leasehold interest in real property located in the United States and held by the Borrower or any of its Subsidiaries where the applicable lease agreement does not require the consent of the landlord thereunder to the granting of a leasehold mortgage by the lessee thereunder. Schedule 1.1B-3 lists, as of the Closing Date, each leasehold interest in real property located in the United States and held by the Borrower or any of its Subsidiaries where the applicable lease agreement requires the consent of the landlord thereunder to the granting of a leasehold mortgage by the lessee thereunderrelevant Mortgage).

Security Documents. Except as otherwise contemplated hereby or under any other Credit Document and subject to the limitations set forth in the Collateral Coverage Minimum: (a) The Guarantee each Security Document will, upon execution and Collateral Agreement is delivery thereof, be effective to create in favor of the Administrative Agent, Collateral Agent for the benefit of the LendersSecured Parties, a legal, valid and enforceable Liens on, and security interest in interests in, the Collateral described therein and proceeds thereof. In the case of the Pledged Stock defined in and described in the Guarantee and Collateral Agreement, when stock certificates representing such Pledged Stock are delivered to the Administrative Agent, extent intended to be created thereby and in the case of the other Collateral described in the Guarantee and Collateral Agreement, (i) when financing statements and other filings specified on Schedule 4.19(a) in appropriate form are filed in the offices specified on Schedule 4.19(ain the Collateral Agreement and (ii) upon the taking of possession or control by the Collateral Agent of such 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 the Collateral Agreement), the Guarantee and Collateral Agreement Liens created by the Security Documents shall constitute a fully perfected Liens on, and security interests in (with respect to Intellectual Property, to the extent intended to be created thereby), all right, title and interest of the Grantors in such Collateral to the extent perfection and priority may can be achieved obtained by filings made filing financing statements, possession or control, in each case subject to no Liens other than Liens permitted under this Agreement; and (b) upon recording thereof in the U.S. Patent and Trademark Office appropriate recording office, each Mortgage is effective to create, in favor of the Collateral Agent, for its benefit and the U.S. Copyright Office) Lien benefit of the Secured Parties, legal, valid and enforceable perfected Liens on, and security interest in, all of the Credit Parties’ right, title and interest in and to the Mortgaged Properties thereunder and the proceeds thereof, subject only to Liens permitted under this Agreement, and when such Mortgage is filed in the appropriate office, such Mortgage shall constitute fully perfected Liens on, and security interests in, all right, title and interest of the Loan Credit Parties in such Collateral the Mortgaged Properties and the proceeds thereof, as security for the Obligations (as defined in the Guarantee and Collateral Agreement), in each case prior and superior in right to any other Person (exceptperson, in the case of Collateral other than Pledged Stock, Liens permitted by Section 7.3); provided, however, that (i) the recordation of any trademark security agreement in the U.S. Patent and Trademark Office shall occur within three (3) months of the date of the Guarantee and Collateral under this Agreement; (ii) the recordation of any copyright security agreement shall occur within one (1) month of the date of the Guarantee and Collateral Agreement; (iii) subsequent recordations may be necessary to perfect the security interest in issued registrations and applications for Intellectual Property acquired after the date of the Guarantee and Collateral Agreement; and (iv) certain actions may be required in order to perfect the Lien in Intellectual Property included in the Collateral which is protected under non-U.S. law. (b) Each of the Mortgages is effective to create in favor of the Administrative Agent, for the benefit of the Lenders, a legal, valid and enforceable Lien on the Mortgaged Properties described therein and proceeds thereof, and when the Mortgages are filed in the offices specified on Schedule 4.19(b), each such Mortgage shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in the Mortgaged Properties and the proceeds thereof, as security for the Obligations (as defined in the relevant Mortgage), in each case prior and superior in right to any other Person. Schedule 1.1B-1 lists, as of the Closing Date, each parcel of owned real property located in the United States and held by the Borrower or any of its Subsidiaries and Schedule 1.1B-2 lists, as of the Closing Date, each leasehold interest in real property located in the United States and held by the Borrower or any of its Subsidiaries where the applicable lease agreement does not require the consent of the landlord thereunder to the granting of a leasehold mortgage by the lessee thereunder. Schedule 1.1B-3 lists, as of the Closing Date, each leasehold interest in real property located in the United States and held by the Borrower or any of its Subsidiaries where the applicable lease agreement requires the consent of the landlord thereunder to the granting of a leasehold mortgage by the lessee thereunder.

Security Documents. (a) The Guarantee and Collateral Agreement is effective to create in favor of the Administrative Agent, for the benefit of the Lenders, a legal, valid and enforceable security interest in the Collateral described therein and proceeds thereof. In the case of the Pledged Stock defined in and described in the Guarantee and Collateral Agreement, when stock certificates representing such Pledged Stock are delivered to the Administrative Agent, and in the case of the other Collateral described in the Guarantee and Collateral Agreement, when financing statements and other filings specified on Schedule 4.19(a) in appropriate form are filed in the offices specified on Schedule 4.19(a) (or, in the case of Collateral granted by Bumble Bee and its Subsidiaries, Schedule 4.19(a)-A and, in the case of Collateral granted by DM US Holding, Corp. or Creative Products, Inc. of Rossville, Schedule 4.19(a)-B), the Guarantee and Collateral Agreement shall constitute a fully perfected (with respect to Intellectual Property, to the extent such perfection and priority may be achieved by filings made in the U.S. Patent and Trademark Office and the U.S. Copyright Office) Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral and the proceeds thereof, as security for the Obligations (as defined in the Guarantee and Collateral Agreement), in each case prior and superior in right to any other Person (exceptsubject, except in the case of Collateral other than such Pledged Stock, to Liens permitted by paragraphs (a) through (f) of Section 7.3); provided, however, that (i) the recordation of any trademark security agreement in the U.S. Patent and Trademark Office shall occur within three (3) months of the date of the Guarantee and Collateral Agreement; (ii) the recordation of any copyright security agreement shall occur within one (1) month of the date of the Guarantee and Collateral Agreement; (iii) subsequent recordations may be necessary to perfect the security interest in issued registrations and applications for Intellectual Property acquired after the date of the Guarantee and Collateral Agreement; and (iv) certain actions may be required in order to perfect the Lien in Intellectual Property included in the Collateral which is protected under non-U.S. law. (b) Each of the Mortgages is effective to create in favor of the Administrative Agent, for the benefit of the Lenders, a legal, valid and enforceable Lien on the Mortgaged Properties described therein and proceeds thereof, and when the Mortgages are filed in the offices specified on Schedule 4.19(b) (or, in the case of Mortgages granted by Bumble Bee and its Subsidiaries, Schedule 4.19(b)-A), each such Mortgage shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in the Mortgaged Properties and the proceeds thereof, as security for the Obligations (as defined in the relevant Mortgage), in each case prior and superior in right to any other Person. Schedule 1.1B-1 lists, as of the Closing Date, each parcel of owned real property located in the United States and held by the Borrower or any of its Subsidiaries and Schedule 1.1B-2 lists, as of the Closing Date, each leasehold interest in real property located in the United States and held by the Borrower or any of its Subsidiaries where the applicable lease agreement does not require the consent of the landlord thereunder to the granting of a leasehold mortgage by the lessee thereunder. Schedule 1.1B-3 lists, as of the Closing Date, each leasehold interest in real property located in the United States and held by the Borrower or any of its Subsidiaries where the applicable lease agreement requires the consent of the landlord thereunder to the granting of a leasehold mortgage by the lessee thereunder.security

Security Documents. (a) The Guarantee and Collateral Agreement is effective to create in favor of the Administrative Agent, for the benefit of the Lenders, a legal, valid and enforceable security interest in the Collateral described therein and proceeds thereof. In the case of the Pledged Stock defined in and that is certificated described in the Guarantee and Collateral Agreement, when stock certificates representing such Pledged Stock are delivered to the Administrative Agent, in the case of Book Entry Securities (as defined in the Target Pledge Agreement), upon the taking of the actions described in Section 5.2(f) and in the case of the other Collateral (including uncertificated Pledged Stock) described in the Guarantee and Collateral Agreement, when financing statements and other filings specified on Schedule 4.19(a) in appropriate form are filed in the offices specified on Schedule 4.19(a4.18(a), the Guarantee and Collateral Agreement shall constitute a fully perfected (with respect to Intellectual Property, to the extent such perfection and priority may be achieved by filings made in the U.S. Patent and Trademark Office and the U.S. Copyright Office) Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral and and, subject to compliance with applicable law, the proceeds thereof, as security for the Obligations (as defined in the Guarantee and Collateral Agreement), in each case prior and superior in right to any other Person (except, in the case of Collateral other than Pledged Stock, Liens expressly permitted by Section 7.3); provided, however, that (i) the recordation of any trademark security agreement in the U.S. Patent and Trademark Office shall occur within three (3) months of the date of the Guarantee and Collateral Agreement; (ii) the recordation of any copyright security agreement shall occur within one (1) month of the date of the Guarantee and Collateral Agreement; (iii) subsequent recordations may be necessary to perfect the security interest in issued registrations and applications for Intellectual Property acquired after the date of the Guarantee and Collateral Agreement; and (iv) certain actions may be required in order to perfect the Lien in Intellectual Property included in the Collateral which is protected under non-U.S. law. (b) Each of the Mortgages is effective to create in favor of the Administrative Agent, for the benefit of the Lenders, a legal, valid and enforceable Lien on the Mortgaged Properties described therein and proceeds thereof, and when the Mortgages are filed in the offices specified on Schedule 4.19(b4.18(b), each such Mortgage shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in the Mortgaged Properties and the proceeds thereof, as security for the Obligations (as defined in the relevant Mortgage), in each case prior and superior in right to any other PersonPerson except for (i) Liens expressly permitted by Section 7.3 hereof and (ii) all matters set forth in Schedule B to the mortgagees title insurance policy delivered to the Administrative Agent in accordance with Section 5.1(r)(iii) herein. (c) The Target Pledge Agreement is effective to create in favor of the Administrative Agent, for the benefit of the Lenders, a legal, valid and enforceable security interest in the Collateral described therein and proceeds thereof. Schedule 1.1B-1 listsIn the case of the Collateral described in the Target Pledge Agreement, upon compliance with the provisions of Sections 3(a) and (b) thereof, the Target Pledge Agreement shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the IHK Merger Sub in such Collateral and the proceeds thereof, subject in the case of proceeds to compliance with applicable law, as of security for the Closing Date, each parcel of owned real property located Obligations (as defined in the United States Target Pledge Agreement), in each case prior and held by the Borrower or superior in right to any of its Subsidiaries and Schedule 1.1B-2 lists, as of the Closing Date, each leasehold interest in real property located in the United States and held by the Borrower or any of its Subsidiaries where the applicable lease agreement does not require the consent of the landlord thereunder to the granting of a leasehold mortgage by the lessee thereunder. Schedule 1.1B-3 lists, as of the Closing Date, each leasehold interest in real property located in the United States and held by the Borrower or any of its Subsidiaries where the applicable lease agreement requires the consent of the landlord thereunder to the granting of a leasehold mortgage by the lessee thereunderother Person.

Security Documents. (a) The Guarantee Vessel Mortgage (together with the Deed of Covenants) in favor of the Collateral Agent executed and delivered on the Closing Date, for the benefit of the Secured Parties, is effective to create a legal, valid and enforceable Lien on all the applicable Loan Party’s right, title and interest in and to the whole of the Mortgaged Vessel covered thereby and the proceeds thereof, and when the Vessel Mortgage (together with the Deed of Covenants) is registered in accordance with the laws of the Bahamas, the Vessel Mortgage (together with the Deed of Covenants) shall constitute (x) a first priority “statutory mortgage” on the Mortgaged Vessel covered thereby in favor of the Collateral Agent for the benefit of the Secured Parties in accordance with the Merchant Shipping Act, Chapter 268 of the Statute Laws of the Bahamas and (y) a “preferred mortgage” within the meaning of ▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ Code, Section 31301(6)(B). (b) The Collateral Agreement, the Subsidiary Guarantor Pledge Agreement and each other Security Document specifically listed in the definition of such term is effective to create in favor of the Administrative Agent, Collateral Agent (for the benefit of the Lenders, Secured Parties) a legal, valid and enforceable security interest in the Collateral described therein and proceeds thereoftherein. In the case of the any Pledged Stock defined in and described in the Guarantee and Collateral AgreementCollateral, when stock certificates or instruments, as applicable, representing such Pledged Stock Collateral are delivered to the Administrative AgentCollateral Agent (together with stock powers or other instruments of transfer duly executed in blank), and and, in the case of the other Collateral described in the Guarantee such Security Documents (other than registered copyright and Collateral Agreementcopyright applications), when Uniform Commercial Code financing statements and statements, other filings or instruments, notices and consents required under the laws of any applicable jurisdiction and described in Schedule 3.17 (as amended from time to time) are filed, delivered or otherwise registered or recorded in the proper offices specified on in Schedule 4.19(a3.17, registries or government agencies (and, specifically (i) in appropriate form are filed the case of Collateral consisting of rights under insurances, when the applicable underwriters shall have provided consent to the security interests therein created under the Security Documents, and (ii) in the offices specified on Schedule 4.19(acase of Collateral consisting of rights under any management agreement or charter, when the applicable parties thereto (other than any Loan Parties) have provided consent to the Liens thereon created under the applicable Security Documents), the Guarantee and Collateral Agreement Agent (for the benefit of the Secured Parties) shall constitute have a fully perfected (with respect to Intellectual Property, to the extent such perfection and priority may be achieved by filings made in the U.S. Patent and Trademark Office and the U.S. Copyright Office) Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral and the proceeds thereof, as security for the Obligations (to the extent security interests in such Collateral can be perfected by delivery of such certificates or notes, as defined in applicable, representing the Guarantee Pledged Collateral, or the filing of the Uniform Commercial Code financing statements and Collateral Agreement)other filings and instruments required under the laws of the applicable jurisdiction, in each case prior and superior in right to any other Person person (except, in the case of Collateral other than Pledged StockCollateral, Permitted Liens permitted and Liens having priority by Section 7.3operation of law); provided, however, that . (ic) When the recordation of any trademark security agreement Collateral Agreement or a short form thereof is filed in the U.S. United States Patent and Trademark Office shall occur within three (3) months of and the date of United States Copyright Office, the Guarantee and Collateral Agreement; (ii) the recordation of any copyright security agreement shall occur within one (1) month of the date of the Guarantee and Collateral Agreement; (iii) subsequent recordations may be necessary to perfect the security interest in issued registrations and applications for Intellectual Property acquired after the date of the Guarantee and Collateral Agreement; and (iv) certain actions may be required in order to perfect the Lien in Intellectual Property included in Liens created by the Collateral which is protected under non-U.S. law. (b) Each of the Mortgages is effective to create in favor of the Administrative Agent, for the benefit of the Lenders, a legal, valid and enforceable Lien on the Mortgaged Properties described therein and proceeds thereof, and when the Mortgages are filed in the offices specified on Schedule 4.19(b), each such Mortgage Agreement shall constitute a fully perfected Lien Liens on, and security interest interests in, all right, title and interest of the Loan Parties grantors thereunder in the Mortgaged Properties and the proceeds thereof, as security for the Obligations Patents (as defined in the relevant Mortgage)Collateral Agreement) registered or applied for with the United States Patent and Trademark Office or Copyrights (as defined in such Collateral Agreement) registered or applied for with the United States Copyright Office, as the case may be, in each case prior and superior in right subject to any no Liens other Person. Schedule 1.1B-1 lists, as of the Closing Date, each parcel of owned real property located in the United States and held by the Borrower or any of its Subsidiaries and Schedule 1.1B-2 lists, as of the Closing Date, each leasehold interest in real property located in the United States and held by the Borrower or any of its Subsidiaries where the applicable lease agreement does not require the consent of the landlord thereunder to the granting of a leasehold mortgage by the lessee thereunder. Schedule 1.1B-3 lists, as of the Closing Date, each leasehold interest in real property located in the United States and held by the Borrower or any of its Subsidiaries where the applicable lease agreement requires the consent of the landlord thereunder to the granting of a leasehold mortgage by the lessee thereunderthan Permitted Liens.

Security Documents. (a) The Guarantee and Collateral Security Agreement is effective to create in favor of the Administrative Agent, for the benefit of the Lenders, a legal, valid and enforceable (subject to the effect of bankruptcy, insolvency, reorganization, receivership, moratorium and other similar laws affecting creditors’ rights) security interest interests in the Collateral described therein and proceeds thereof. In the case of the Pledged Stock as defined in and described in the Guarantee and Collateral Security Agreement, when stock certificates representing such Pledged Stock are delivered to the Administrative AgentAgent together with the necessary endorsements, and in the case of the other Collateral described in the Guarantee and Collateral Agreementany of the Security Documents, when financing statements and other filings specified on Schedule 4.19(a) 4.19 in appropriate form are filed in the offices specified on Schedule 4.19(a)4.19, the Guarantee and Collateral Security Agreement shall constitute a fully perfected (with respect to Intellectual Property, to the extent such perfection and priority may be achieved by filings made in the U.S. Patent and Trademark Office and the U.S. Copyright Office) Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral and the proceeds thereof, as security for the their respective Obligations (as defined in the Guarantee and Security Agreement) to the extent a Lien on such Collateral Agreement)(other than the Pledged Stock) can be perfected pursuant to such financing statements and such other filings, in each case prior and superior in right to any other Person (except, in the case of Collateral other than Pledged Stock, Liens permitted by Section 7.3Permitted Liens); provided, however, that (i) the recordation of any trademark security agreement in the U.S. Patent and Trademark Office shall occur within three (3) months of the date of the Guarantee and Collateral Agreement; (ii) the recordation of any copyright security agreement shall occur within one (1) month of the date of the Guarantee and Collateral Agreement; (iii) subsequent recordations may be necessary to perfect the security interest in issued registrations and applications for Intellectual Property acquired after the date of the Guarantee and Collateral Agreement; and (iv) certain actions may be required in order to perfect the Lien in Intellectual Property included in the Collateral which is protected under non-U.S. law. (b) Each of the Mortgages is effective to create in favor of the Administrative Agent, for the benefit of the Lenders, a legal, valid and enforceable (subject to the effect of bankruptcy, insolvency, reorganization, receivership, moratorium and other similar laws affecting creditors’ rights) Lien on the Mortgaged Properties described therein and proceeds thereof, and when the Mortgages are filed in the offices specified on Schedule 4.19(b)appropriate recording offices, each such Mortgage shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in the Mortgaged Properties and the proceeds thereof, as security for the Obligations (as defined in the relevant Mortgage), in each case prior and superior in right to any other Person. Schedule 1.1B-1 lists, as of Person (except that the Closing Date, each parcel of owned security interest created in such real property located in and the United States and held by the Borrower or any of its Subsidiaries and Schedule 1.1B-2 lists, as of the Closing Date, each leasehold interest in real property located in the United States and held by the Borrower or any of its Subsidiaries where the applicable lease agreement does not require the consent of the landlord thereunder Mortgaged Property may be subject to the granting of a leasehold mortgage by the lessee thereunder. Schedule 1.1B-3 lists, as of the Closing Date, each leasehold interest in real property located in the United States and held by the Borrower or any of its Subsidiaries where the applicable lease agreement requires the consent of the landlord thereunder to the granting of a leasehold mortgage by the lessee thereunderPermitted Liens).

Security Documents. (ai) The Guarantee On the Tender Offer Closing Date, the Company and Collateral each Initial Subsidiary Guarantor shall have duly authorized, executed and delivered a Pledge Agreement is effective to create in favor of the Administrative Agent, for the benefit of the Lenders, a legal, valid and enforceable security interest substantially in the Collateral described therein form of Exhibit G hereto (as modified, amended or supplemented from time to time in accordance with the terms thereof and proceeds thereof. In hereof, the case of the Pledged Stock defined in "Pledge Agreement"), and described in the Guarantee and Collateral Agreement, when stock certificates representing such Pledged Stock are shall have delivered to the Administrative Collateral Agent, as pledgee thereunder, all of the certificates representing the Pledged Securities referred to therein, endorsed in blank or accompanied by exe- cuted and undated stock powers, and the Pledge Agreement shall be in full force and effect. (ii) On the Tender Offer Closing Date, the Company and each Initial Subsidiary Guarantor shall have duly authorized, executed and delivered a Security Agreement substantially in the case form of the other Collateral described in the Guarantee and Collateral Agreement, when financing statements and other filings specified on Schedule 4.19(aExhibit H (A) executed copies of Financing Statements (Form UCC-1) in appropriate form for filing under the UCC of each jurisdiction as may be reasonably necessary to perfect all the security interests purported to be created by the Security Agreement, it being understood that perfected security interests shall be (x) required in respect of only 80% of the aggregate inventory of the Company and the Subsidiary Guarantors and (y) not required in respect of immaterial equipment located in states other than those in which the Company and the Subsidiary Guarantors have their significant operations; (B) copies of Requests for Information or copies (Form UCC- 11), or equivalent reports, each of recent date listing all effective financing statements that name each such Person as debtor and that are filed in the offices specified on Schedule 4.19(ajurisdictions referred to in clause (A), together with copies of such financing statements (none of which shall cover the Guarantee and Collateral Agreement shall constitute a fully perfected except (x) those with respect to Intellectual Property, which appropriate termination statements executed by the secured lender thereunder have been delivered to the Collateral Agent and (y) to the extent such perfection evidencing Liens permitted pursuant to Section 8.03(d)); (C) evidence of the completion of all recordings and priority filings of, or with respect to, the Security Agreement as may be achieved by filings made in the U.S. Patent and Trademark Office and the U.S. Copyright Office) Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral and the proceeds thereof, as security for the Obligations (as defined in the Guarantee and Collateral Agreement), in each case prior and superior in right to any other Person (exceptnecessary or, in the case of Collateral other than Pledged Stock, Liens permitted by Section 7.3); provided, however, that (i) the recordation of any trademark security agreement in the U.S. Patent and Trademark Office shall occur within three (3) months reasonable opinion of the date of the Guarantee and Collateral Agreement; (ii) the recordation of any copyright security agreement shall occur within one (1) month of the date of the Guarantee and Collateral Agreement; (iii) subsequent recordations may be necessary Agent, desirable to perfect the security interest in issued registrations interests intended to be created thereunder or other evidence reasonably satisfactory to the Collateral Agent that such recordings and applications for Intellectual Property acquired filings shall be completed promptly after the date Tender Offer Closing Date; and (D) evidence that all other actions necessary or, in the reasonable opinion of the Guarantee and Collateral Agreement; and (iv) certain actions may be required in order Agent, desirable to perfect and protect the Lien in Intellectual Property included in the Collateral which is protected under non-U.S. law. (b) Each of the Mortgages is effective security interests purported to create in favor of the Administrative Agent, for the benefit of the Lenders, a legal, valid and enforceable Lien on the Mortgaged Properties described therein and proceeds thereof, and when the Mortgages are filed in the offices specified on Schedule 4.19(b), each such Mortgage shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in the Mortgaged Properties and the proceeds thereof, as security for the Obligations (as defined in the relevant Mortgage), in each case prior and superior in right to any other Person. Schedule 1.1B-1 lists, as of the Closing Date, each parcel of owned real property located in the United States and held be created by the Borrower Security Agreement have been taken or any of its Subsidiaries and Schedule 1.1B-2 lists, as of will be taken promptly after the Closing Initial Borrowing Date, each leasehold interest in real property located in the United States and held by the Borrower or any of its Subsidiaries where the applicable lease agreement does not require the consent of the landlord thereunder to the granting of a leasehold mortgage by the lessee thereunder. Schedule 1.1B-3 lists, as of the Closing Date, each leasehold interest in real property located in the United States and held by the Borrower or any of its Subsidiaries where the applicable lease agreement requires the consent of the landlord thereunder to the granting of a leasehold mortgage by the lessee thereunder.

Security Documents. (aI) The Guarantee On the Initial Borrowing Date, each Credit Party shall have each duly authorized, executed and Collateral delivered a Pledge Agreement is effective to create in favor of the Administrative Agent, for the benefit of the Lenders, a legal, valid and enforceable security interest in the Collateral described therein form of Exhibit H (as modified, amended or supplemented from time to time in accordance with the terms thereof and proceeds thereof. In hereof, the case of the Pledged Stock defined in "Pledge Agreement") and described in the Guarantee and Collateral Agreement, when stock certificates representing such Pledged Stock are shall have delivered to the Administrative Collateral Agent, as pledgee thereunder, all of the certificates representing the Pledged Securities referred to therein, endorsed in blank or accompanied by executed and undated stock powers, and the Pledge Agreement shall be in full force and effect. (II) On the Initial Borrowing Date, each Credit Party shall have each duly authorized, executed and delivered a Security Agreement substantially in the form of Exhibit I (as modified, supplemented or amended from time to time, the "Security Agreement") covering all of such Credit Party's present and future Security Agreement Collateral, in each case together with: (i) executed copies of the other Collateral described in the Guarantee and Collateral Agreement, when financing statements and other filings specified on Schedule 4.19(aFinancing Statements (Form UCC-1) in appropriate form are filed in for filing under the offices specified on Schedule 4.19(a), the Guarantee and Collateral Agreement shall constitute a fully perfected (with respect to Intellectual Property, to the extent such perfection and priority may be achieved by filings made in the U.S. Patent and Trademark Office and the U.S. Copyright Office) Lien on, and security interest in, all right, title and interest UCC of the Loan Parties in such Collateral and the proceeds thereof, each jurisdiction as security for the Obligations (as defined in the Guarantee and Collateral Agreement), in each case prior and superior in right to any other Person (except, in the case of Collateral other than Pledged Stock, Liens permitted by Section 7.3); provided, however, that (i) the recordation of any trademark security agreement in the U.S. Patent and Trademark Office shall occur within three (3) months of the date of the Guarantee and Collateral Agreement; (ii) the recordation of any copyright security agreement shall occur within one (1) month of the date of the Guarantee and Collateral Agreement; (iii) subsequent recordations may be necessary to perfect the security interest interests purported to be created by the Security Agreement; (ii) certified copies of Requests for Information or Copies (Form UCC-11), or equivalent reports, each of recent date listing all effective financing statements that name any Credit Party as debtor and that are filed in issued registrations the jurisdictions referred to in clause (i), together with copies of such financing statements (none of which shall cover the Collateral except (x) those with respect to which appropriate termin- ation statements executed by the secured lender thereunder have been filed or delivered to the Administrative Agent and applications for Intellectual Property acquired after (y) to the date extent evidencing Permitted Liens); (iii) evidence of the Guarantee completion of all other recordings and filings of, or with respect to, the Security Agreement as may be necessary or, in the reasonable opinion of the Collateral Agent, desirable to perfect the security interests intended to be created by the Security Agreement; and and (iv) certain evidence that all other actions may be required necessary or, in order the reasonable opinion of the Collateral Agent, desirable to perfect and protect the Lien security interests purported to be created by the Security Agreement have been taken; and the Security Agreement shall be in Intellectual Property included in the Collateral which is protected under non-U.S. lawfull force and effect. (bIII) Each On the Initial Borrowing Date, the Collateral Agent shall have received: (i) fully executed counterpart of deed of trust, mortgage or similar document in form and substance satisfactory to the Collateral Agent (as amended, modified or supplemented from time to time in accordance with the terms thereof and hereof, a "Mortgage") with respect to the Mortgaged Property and arrangements satisfactory to the Collateral Agent shall be in place to provide that counterparts of the Mortgages is effective Mortgage shall be recorded on the Initial Borrowing Date in all places to the extent necessary or desirable, in the judgment of the Collateral Agent, effectively to create a valid and enforceable first priority mortgage Lien, subject only to Permitted Encumbrances, on such Mortgaged Property in favor of the Administrative Agent, Collateral Agent (or such other trustee as may be required or desired under local law) for the benefit of the Administrative Agent and the Lenders, ; (ii) a legal, mortgagee title insurance policy (or binding commitment to issue such title insurance policy) issued by title insurers reasonably satisfactory to the Collateral Agent (the "Mortgage Policy") in amounts reasonably satisfactory to the Collateral Agent and assuring the Collateral Agent that the Mortgage is a valid and enforceable first priority mortgage Lien on the Mortgaged Properties described therein Property, free and proceeds thereofclear of all defects and encumbrances except Permitted Encumbrances, and when the Mortgages are filed Mortgage Policy shall be in form and substance reasonably satisfactory to the Collateral Agent and (A) shall include (to the extent available in the offices specified on Schedule 4.19(b)respective jurisdiction of the Mortgaged Property) an endorsement for future advances under this Agreement, each such Mortgage shall constitute a fully perfected Lien onthe Notes and the Mortgage, and security interest infor such other matters that the Collateral Agent in its discretion may reasonably request, all right(B) shall not include an exception for mechanics' liens, title and interest (C) shall provide for affirmative insurance and such reinsurance (includ- ing direct access agreements) as the Collateral Agent in its discretion may reasonably request; (iii) such estoppel letters, landlord waiver letters, non-disturbance letters and similar assurances as may have been requested by the Collateral Agent, which letters shall be in form and substance satisfactory to the Collateral Agent; and (iv) a survey in form and substance satisfactory to the Collateral Agent of the Loan Parties Mortgaged Property, dated a recent date and certified in the Mortgaged Properties and the proceeds thereof, as security for the Obligations (as defined in the relevant Mortgage), in each case prior and superior in right to any other Person. Schedule 1.1B-1 lists, as of the Closing Date, each parcel of owned real property located in the United States and held by the Borrower or any of its Subsidiaries and Schedule 1.1B-2 lists, as of the Closing Date, each leasehold interest in real property located in the United States and held by the Borrower or any of its Subsidiaries where the applicable lease agreement does not require the consent of the landlord thereunder a manner acceptable to the granting of Collateral Agent by a leasehold mortgage by the lessee thereunder. Schedule 1.1B-3 lists, as of the Closing Date, each leasehold interest in real property located in the United States and held by the Borrower or any of its Subsidiaries where the applicable lease agreement requires the consent of the landlord thereunder licensed professional surveyor satisfactory to the granting of a leasehold mortgage by the lessee thereunderAdministrative Agent.

Security Documents. (a) The Guarantee Each Secured Party hereby authorizes and Collateral Agreement is effective to create in favor of the Administrative Agent, for the benefit of the Lenders, a legal, valid and enforceable security interest in directs the Collateral described therein Agent to execute and proceeds thereofdeliver each Security Document. In the case of the Pledged Stock defined in Each Lender, by executing and described in the Guarantee and Collateral delivering this Agreement, when stock certificates representing such Pledged Stock are delivered to the Administrative Agent, and in the case acknowledges receipt of the other Collateral described in the Guarantee and Collateral Agreement, when financing statements and other filings specified on Schedule 4.19(a) in appropriate form are filed in the offices specified on Schedule 4.19(a), a copy of the Guarantee and Collateral Agreement shall constitute a fully perfected (and approves and agrees to be bound by and to act in accordance with respect to Intellectual Property, to the extent such perfection terms and priority may be achieved by filings made in the U.S. Patent and Trademark Office and the U.S. Copyright Office) Lien on, and security interest in, all right, title and interest conditions of the Loan Parties Guarantee and Collateral Agreement and each other Security Document, specifically including, without limitation, (i) the provisions of Section 5.03 of the Guarantee and Collateral Agreement (governing the distribution of proceeds realized from the exercise of remedies under the Security Documents), (ii) the provisions of Article VI of the Guarantee and Collateral Agreement (governing the manner in such Collateral and which the proceeds thereof, as security for amounts of the Obligations (as defined in the Guarantee and Collateral Agreement) are to be determined at any time), in each case prior and superior in right to any other Person (except, in the case of Collateral other than Pledged Stock, Liens permitted by Section 7.3); provided, however, that (iiii) the recordation provisions of any trademark security agreement in the U.S. Patent Articles VIII and Trademark Office shall occur within three (3) months IX of the date Guarantee and Collateral Agreement (relating to the duties and responsibilities of the Collateral Agent and providing for the indemnification and the reimbursement of expenses of the Collateral Agent by the Lenders), and (iv) the provisions of Section 11.13 of the Guarantee and Collateral Agreement (providing for releases of Guarantees of and Collateral securing the Obligations). Each party hereto further agrees that the parties to the other Security Documents shall perform their obligations thereunder in accordance with the foregoing provisions of the Guarantee and Collateral Agreement; (ii) the recordation of any copyright security agreement shall occur within one (1) month of the date of the Guarantee and Collateral Agreement; (iii) subsequent recordations may be necessary to perfect the security interest in issued registrations and applications for Intellectual Property acquired after the date of the Guarantee and Collateral Agreement; and (iv) certain actions may be required in order to perfect the Lien in Intellectual Property included in the Collateral which is protected under non-U.S. law. (b) Each In addition, each Lender and Issuing Bank hereby consents to, and directs the Administrative Agent and the Collateral Agent on its behalf to enter into, any amendment of the Mortgages is effective Credit Documents that provides for the Collateral to create in favor secure, with a priority not greater than that of the Administrative AgentLiens securing the Obligations, Swap Agreements entered into with any Lender or with any lender under any Credit Facilities Agreement and any refinancings thereof and for Guarantees by the Guarantors of such Swap Agreements, provided that the applicable approvals for such amendments have been obtained under each applicable Credit Facilities Agreement (other than this Agreement) and the documentation governing any such refinancing. (c) In case of any transfer of all or any part of the rights and obligations of any Secured Party on the Effective Date or at any other time under the Credit Agreement or the Master Guarantee and Collateral Agreement, including of the Applicable Secured Obligations, the guarantees and security interests under the Security Documents will remain in full force and effect for the benefit of any successors, assignees/transferees of the respective Secured Party and the other Secured Parties (including, but not limited to, for the benefit of the Lenders, a legal, valid and enforceable Lien on the Mortgaged Properties described therein and proceeds thereof, and when the Mortgages are filed in the offices specified on Schedule 4.19(b), each such Mortgage shall constitute a fully perfected Lien on, and security interest in, all right, title and interest Article 1134 of the Loan Parties in the Mortgaged Properties and the proceeds thereof, as security for the Obligations (as defined in the relevant MortgageRomanian Civil Code), in each case prior and superior in right to any other Person. Schedule 1.1B-1 lists, as of the Closing Date, each parcel of owned real property located in the United States and held by the Borrower or any of its Subsidiaries and Schedule 1.1B-2 lists, as of the Closing Date, each leasehold interest in real property located in the United States and held by the Borrower or any of its Subsidiaries where the applicable lease agreement does not require the consent of the landlord thereunder to the granting of a leasehold mortgage by the lessee thereunder. Schedule 1.1B-3 lists, as of the Closing Date, each leasehold interest in real property located in the United States and held by the Borrower or any of its Subsidiaries where the applicable lease agreement requires the consent of the landlord thereunder to the granting of a leasehold mortgage by the lessee thereunder.

Security Documents. Subject, with respect to the Debtor Loan Parties, to the entry of the Interim Financing Order (aor the Final Financing Order, when applicable), and subject to Section 6.17, each of the Security Documents creates (until terminated in accordance with the terms thereof and hereof), as security for the Obligations purported to be secured thereby, a valid and enforceable perfected (with respect to any Non-Debtor Loan Party, to the extent perfection can be obtained by filing Uniform Commercial Code financing statements) The Guarantee security interest in and Lien on all of the Collateral Agreement is effective subject thereto from time to create time (except for a perfection of a Lien on any Foreign IP Rights to the extent the cost of obtaining such perfection exceeds the practical benefit to the Lenders afforded thereby (as reasonably determined by the Required Lenders)), in favor of the Administrative Agent, for the benefit of the LendersSecured Parties, a legal, valid and enforceable security interest referred to in the Collateral described therein Security Documents, superior to and proceeds thereof. In prior to the case rights of the Pledged Stock defined in and described all third Persons (other than holders of Permitted Prior Liens or as otherwise expressly provided in the Guarantee Financing Orders) and Collateral Agreement, when stock certificates representing such Pledged Stock are delivered subject to the Administrative Agent, and in the case of the no other Collateral described in the Guarantee and Collateral Agreement, when financing statements and other filings specified on Schedule 4.19(a) in appropriate form are filed in the offices specified on Schedule 4.19(a), the Guarantee and Collateral Agreement shall constitute a fully perfected Liens (with respect to Intellectual Property, to the extent such perfection and priority may be achieved by filings made in the U.S. Patent and Trademark Office and the U.S. Copyright Office) Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral and the proceeds thereof, as security for the Obligations (as defined in the Guarantee and Collateral Agreement), in each case prior and superior in right to any other Person (except, in the case of Collateral other than Pledged Stock, Liens permitted by Section 7.37.01 which would not have priority over the Liens securing the Obligations); provided, however, provided that (i) all filings and recordations required hereby and by the recordation of any trademark security agreement in the U.S. Patent Security Documents are properly filed and Trademark Office shall occur within three (3) months of the date of the Guarantee and Collateral Agreement; (ii) the recordation of any copyright security agreement shall occur within one (1) month of the date of the Guarantee and Collateral Agreement; (iii) subsequent recordations may be necessary to perfect the security interest in issued registrations and applications for Intellectual Property acquired after the date of the Guarantee and Collateral Agreement; and (iv) certain actions may be recorded. No filings or recordings are required in order to perfect the Lien security interests created under any Security Document except (x) for filings or recordings required in Intellectual Property included connection with any such Security Document which shall have been made, or for which satisfactory arrangements have been made, upon or prior to the execution and delivery thereof (other than with respect to any filings or recordings required to perfect the security interests in Foreign IP Rights to the Collateral which is protected under non-U.S. law. (b) Each extent the cost of obtaining such perfection exceeds the Mortgages is effective practical benefit to create in favor of the Administrative Agent, for the benefit of the Lenders, a legal, valid and enforceable Lien on the Mortgaged Properties described therein and proceeds thereof, and when the Mortgages are filed in the offices specified on Schedule 4.19(b), each such Mortgage shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in the Mortgaged Properties and the proceeds thereof, as security for the Obligations Lenders afforded thereby (as defined reasonably determined by the Required Lenders) or in the relevant Mortgage)patents, in each case prior and superior in right to any trademarks, copyrights or other Person. Schedule 1.1B-1 lists, as of intellectual property acquired after the Closing Date), each parcel of owned real (y) as otherwise contemplated by Section 6.13, 6.14 or 6.17 or (z) to the extent not required to be made pursuant to the applicable Security Document. All recording, stamp, intangible or other similar Taxes required to be paid by any Person under applicable legal requirements or other laws applicable to the property located in the United States and held encumbered by the Borrower Security Documents in connection with the execution, delivery, recordation, filing, registration, perfection or any of its Subsidiaries and Schedule 1.1B-2 lists, as of the Closing Date, each leasehold interest in real property located in the United States and held by the Borrower enforcement thereof have been paid or any of its Subsidiaries where the applicable lease agreement does not require the consent of the landlord thereunder arrangements reasonably satisfactory to the granting Administrative Agent have been made for such payment. The representations and warranties set forth herein as they relate to pledges of a leasehold mortgage by or the lessee thereunder. Schedule 1.1B-3 lists, as grant of Liens on any Equity Interests in or assets of any Foreign Subsidiaries to secure the Closing Date, each leasehold interest in real property located in the United States and held by the Borrower or any of its Subsidiaries where the applicable lease agreement requires the consent of the landlord thereunder Obligations are subject to the granting effect of a leasehold mortgage by the lessee thereunderforeign Laws, rules and regulations.

Security Documents. (a) The Guarantee In order to secure the due and Collateral Agreement is effective to create in favor punctual payment of the Administrative Agent, for the benefit of the Lenders, a legal, valid and enforceable security interest in the Collateral described therein and proceeds thereof. In the case of the Pledged Stock defined in and described in the Guarantee and Collateral AgreementNote Obligations, when stock certificates representing such Pledged Stock are delivered to the Administrative Agentsame shall be due and payable, whether on an Interest Payment Date, at maturity, by acceleration, repurchase, redemption or otherwise, and in interest on the case overdue principal of the other Collateral described in the Guarantee and Collateral Agreement, when financing statements and other filings specified on Schedule 4.19(a) in appropriate form are filed in the offices specified on Schedule 4.19(a), the Guarantee and Collateral Agreement shall constitute a fully perfected interest (with respect to Intellectual Property, to the extent such perfection and priority may be achieved by filings made in the U.S. Patent and Trademark Office and the U.S. Copyright Office) Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral and the proceeds thereof, as security for the Obligations (as defined in the Guarantee and Collateral Agreement), in each case prior and superior in right to any other Person (except, in the case of Collateral other than Pledged Stock, Liens permitted by Section 7.3); providedlaw) on the Notes and performance of all other Note Obligations, however, that (i) the recordation of any trademark security agreement in Issuer has, on the U.S. Patent Issue Date, entered into Security Documents granting the Collateral Agent a Lien on (A) substantially all the existing and Trademark Office shall occur within three (3) months future tangible and intangible assets and rights of the date Issuer and the Guarantors, if any (other than, in each case, Excluded Assets) and (B) Equity Interests in all direct Subsidiaries of the Guarantee Issuer and Collateral Agreement; each Guarantor, if any (other than, in each case, Excluded Capital Stock), and (ii) the recordation of any copyright security agreement Issuer agrees that it shall occur within one (1) month of the date of the Guarantee and Collateral Agreement; (iii) subsequent recordations may be necessary to perfect the security interest in issued registrations and applications for Intellectual Property acquired after the date of the Guarantee and Collateral Agreement; and (iv) certain actions may take all such action as shall be required to ensure that the Note Obligations will (other than, in order each case, during any Suspension Period with respect to perfect a series of Notes) be secured by a Lien, subject only to Permitted Liens, on the Lien in Intellectual Property included in the Collateral which is protected under non-U.S. lawCollateral. (b) Each To the extent, but only to the extent, permitted hereby, the Issuer and the Guarantors may incur Additional First Lien Obligations. Any additional class or series of Additional First Lien Obligations will be secured by Liens on the Collateral that rank pari passu with the Liens securing First Lien Obligations, in each case, under and pursuant to the Security Documents, once the Senior Class Debt Representative with respect to any such class or series of Additional First Lien Obligations, acting on behalf of the Mortgages is effective holders of such series of Additional First Lien Obligations, (1) becomes a party to create in favor a First Lien Intercreditor Agreement by satisfying the conditions set forth therein and (2) becomes a party to the Collateral Agency Agreement. (c) If the Issuer or any of the Administrative Guarantors incurs Additional First Lien Obligations, the Issuer, the Guarantors (if any), the Collateral Agent, for on behalf of itself, the benefit Trustee, on behalf of the LendersHolders of the Notes, the other Senior Class Debt Representatives, acting on behalf of the holders of the applicable series of Additional First Lien Obligations, and the other agents (if any) will enter into a legalfirst lien intercreditor agreement, valid and enforceable substantially in the form attached hereto as Exhibit F or which otherwise constitutes a first lien intercreditor agreement that is an Applicable Intercreditor Agreement (any such first lien intercreditor agreement, the “First Lien Intercreditor Agreement”). (d) If the Issuer or any of the Guarantors incurs Indebtedness secured by a Lien on the Mortgaged Properties described therein Collateral that is junior in priority relative to the Liens on the Collateral securing the First Lien Obligations, the Issuer, the Guarantors, the Collateral Agent, acting on behalf of itself, the Trustee, acting on behalf of the Holders of the Notes, the other collateral agents (if any) and proceeds thereofthe applicable Junior Lien Representative, on behalf of itself and the applicable Junior Lien Secured Parties, will enter into a junior lien intercreditor agreement, substantially in the form attached hereto as Exhibit G or which otherwise constitutes a junior lien intercreditor agreement that is an Applicable Intercreditor Agreement (any such junior lien intercreditor agreement, the “Junior Lien Intercreditor Agreement”). (e) The Note Documents (other than any Applicable Intercreditor Agreement) will be subject to the terms, limitations and conditions set forth in each Applicable Intercreditor Agreement. Each Holder of Notes, by its acceptance of a Note, is deemed to (i) have consented and agreed to the terms of each Security Document (including each Applicable Intercreditor Agreement, if any, entered into after the Issue Date in accordance with clauses (c) and (d) of this Section 12.02), as originally in effect and as amended, supplemented or replaced from time to time in accordance with its terms or the terms of this Indenture or, if applicable, each Applicable Intercreditor Agreement, (ii) have authorized and directed the Trustee to enter into (A) the Collateral Agency Agreement on the Issue Date and (B) each Applicable Intercreditor Agreement at any time after the Issue Date in accordance with clauses (c) and (d) of this Section 12.02, (iii) have consented to the appointment of the Collateral Agent pursuant to the Collateral Agency Agreement, (iv) have authorized and directed the Collateral Agent to enter into the Security Documents to which it is, or is intended to be, a party, and when (v) have authorized and empowered the Mortgages are filed Collateral Agent (through the Collateral Agency Agreement and each Applicable Intercreditor Agreement, if any) to bind the Holders of Notes as set forth in the offices specified on Schedule 4.19(bSecurity Documents to which they are a party and to perform its obligations and exercise its rights and powers thereunder, including entering into amendments permitted by the terms of the Note Documents. To the extent that any provision of the Note Documents is not consistent with or contradicts the Collateral Agency Agreement (or the Applicable Intercreditor Agreements (if any)), each such Mortgage the Collateral Agency Agreement and/or the Applicable Intercreditor Agreements (if any) shall constitute govern. (f) Each Holder of Notes, by its acceptance of a fully perfected Lien onNote, is deemed to have: (1) authorized, consented to and security interest indirected the Trustee to enter into the Collateral Agency Agreement; (2) other than during any Suspension Period, all right, title agreed (in its capacity as a Holder of Notes) that it is subject to and interest bound by the provisions of the Loan Parties Collateral Agency Agreement and each Applicable Intercreditor Agreement in effect at any time; (3) authorized the Mortgaged Properties Collateral Agent’s execution and delivery of the proceeds thereof, as security for the Obligations (as defined in the relevant Mortgage), in each case prior and superior in right Security Documents to any other Person. Schedule 1.1B-1 lists, be dated as of the Closing Date, each parcel of owned real property located date hereof (in accordance with the United States Collateral Agency Agreement); (4) consented and held by agreed that the Borrower or Collateral Agent may execute and deliver any of its Subsidiaries and Schedule 1.1B-2 lists, additional Security Documents (including any Applicable Intercreditor Agreement) not in effect as of the Closing Datedate hereof and act in accordance with the terms thereof; (5) consented and agreed that the Collateral Agent may, each leasehold interest in real property located in the United States its sole discretion and held by the Borrower or any of its Subsidiaries where the applicable lease agreement does not require without the consent of the landlord thereunder Trustee or the Holders, take all actions it deems necessary or appropriate in order to: (A) enforce any of the terms of the Security Documents; and (B) collect and receive any and all amounts payable in respect of the Note Obligations of the Issuer and the Guarantors to the granting of a leasehold mortgage by Holders, the lessee thereunder. Schedule 1.1B-3 lists, as of Collateral Agent or the Closing Date, each leasehold interest in real property located in Trustee under the United States and held by the Borrower or any of its Subsidiaries where the applicable lease agreement requires the consent of the landlord thereunder to the granting of a leasehold mortgage by the lessee thereunderNote Documents.

Security Documents. (a) The Guarantee and Collateral Security Agreement is effective to create in favor of the Administrative Agent, for the benefit of the LendersSecured Parties, a legal, valid valid, binding and enforceable security interest in the Collateral described therein and proceeds and products thereof. In the case of the Pledged Capital Stock defined in and described in the Guarantee and Collateral Security Agreement, when any stock certificates representing such Pledged Capital Stock are delivered to Agent (or, prior to the Administrative Payment in Full of the First Lien Secured Obligations (as defined in the Intercreditor Agreement), to the First Lien Lender acting as bailee of Agent for perfection), and, in the case of Pledged Capital Stock that is a “security” (as defined in the UCC) but is not evidenced by a certificate, when an Instructions Agreement, in form and substance reasonably satisfactory to the Agent, has been delivered to Agent, and in the case of the any other Collateral described in the Guarantee and Collateral Security Agreement, when financing statements and other filings specified on Schedule 4.19(a) in appropriate form are filed in the offices specified on Schedule 4.19(a)3.21(a)-1 (which financing statements may be filed by Agent) at any time and such other filings as are specified in the Security Documents have been completed (all of which filings may be filed by Agent) at any time, the Guarantee and Collateral Security Agreement shall constitute a fully perfected (with respect to Intellectual Property, to the extent such perfection and priority may be achieved by filings made in the U.S. Patent and Trademark Office and the U.S. Copyright Office) valid Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral and the proceeds and products thereof, as security for the Obligations (as defined in the Guarantee and Collateral Agreement)obligations secured thereby, in each case prior and superior in right to any other Person (except, in the case of Collateral other than Pledged Stock, Liens permitted by Section 7.3except Permitted Liens); provided, however, . Schedule 3.21(a)-2 lists each UCC Financing Statement that (i) the recordation of names any trademark security agreement in the U.S. Patent Loan Party as debtor and Trademark Office shall occur within three (3) months of the date of the Guarantee and Collateral Agreement; (ii) the recordation of any copyright security agreement shall occur within one (1) month of the date of the Guarantee and Collateral Agreement; (iii) subsequent recordations may be necessary to perfect the security interest in issued registrations and applications for Intellectual Property acquired will remain on file after the date of Funding Date. Schedule 3.21(a)-3 lists each UCC Financing Statement that (i) names any Loan Party as debtor and (ii) will be terminated on or prior to the Guarantee and Collateral AgreementFunding Date; and (iv) certain actions may on or prior to the Funding Date, Borrower will have delivered to Agent, or caused to be required filed, duly completed UCC termination statements, signed by the relevant secured party, in order to perfect the Lien in Intellectual Property included in the Collateral which is protected under non-U.S. lawrespect of each such UCC Financing Statement. (b) Each of the Mortgages is effective to create in favor of the Administrative Agent, for the benefit of the LendersSecured Parties, a legal, valid valid, binding and enforceable Lien on the Mortgaged Properties described therein and proceeds and products thereof, ; and when the Mortgages (or the Mortgage amendments required by Section 4.1(o)) are filed in the offices specified on Schedule 4.19(b3.21(b) (in the case of Mortgages executed and delivered on or prior to the Closing Date) or in the recording office designated by Borrower (in the case of any Mortgage to be executed and delivered pursuant to Section 5.12(b)), each such Mortgage shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in the Mortgaged Properties described therein and the proceeds and products thereof, as security for the Secured Obligations (as defined in the relevant Mortgage), in each case prior and superior in right to any other Person. Schedule 1.1B-1 lists, as of the Closing Date, each parcel of owned real property located in the United States and held Person (other than Persons holding Liens or other encumbrances or rights permitted by the Borrower or any of its Subsidiaries and Schedule 1.1B-2 lists, as of the Closing Date, each leasehold interest in real property located in the United States and held by the Borrower or any of its Subsidiaries where the applicable lease agreement does not require the consent of the landlord thereunder to the granting of a leasehold mortgage by the lessee thereunder. Schedule 1.1B-3 lists, as of the Closing Date, each leasehold interest in real property located in the United States and held by the Borrower or any of its Subsidiaries where the applicable lease agreement requires the consent of the landlord thereunder to the granting of a leasehold mortgage by the lessee thereunderrelevant Mortgage).

Security Documents. (a) The Guarantee and Collateral Security Agreement is effective to create in favor of the Administrative Agent, for the benefit of the Lenders, a legal, valid and enforceable (subject to the effect of bankruptcy, insolvency, reorganization, receivership, moratorium and other similar laws affecting creditors’ rights) security interest interests in the Collateral described therein and proceeds thereof. In the case of the Pledged Stock as defined in and described in the Guarantee and Collateral Security Agreement, when stock certificates representing such Pledged Stock are delivered to the Administrative AgentAgent together with the necessary endorsements, and in the case of the other Collateral described in the Guarantee and Collateral Agreementany of the Security Documents, when financing statements and other filings specified on Schedule 4.19(a) in appropriate form are filed in the offices specified on Schedule 4.19(a), the Guarantee and Collateral Security Agreement shall constitute a fully perfected (with respect to Intellectual Property, to the extent such perfection and priority may be achieved by filings made in the U.S. Patent and Trademark Office and the U.S. Copyright Office) Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral and the proceeds thereof, as security for the their respective Obligations (as defined in the Guarantee and Security Agreement) to the extent a Lien on such Collateral Agreement)(other than the Pledged Stock) can be perfected pursuant to such financing statements and such other filings, in each case prior and superior in right to any other Person (except, in the case of Collateral other than Pledged Stock, Liens permitted by Section 7.3Permitted Liens); provided, however, that (i) the recordation of any trademark security agreement in the U.S. Patent and Trademark Office shall occur within three (3) months of the date of the Guarantee and Collateral Agreement; (ii) the recordation of any copyright security agreement shall occur within one (1) month of the date of the Guarantee and Collateral Agreement; (iii) subsequent recordations may be necessary to perfect the security interest in issued registrations and applications for Intellectual Property acquired after the date of the Guarantee and Collateral Agreement; and (iv) certain actions may be required in order to perfect the Lien in Intellectual Property included in the Collateral which is protected under non-U.S. law. (b) Each of the Mortgages is effective to create in favor of the Administrative Agent, for the benefit of the Lenders, a legal, valid and enforceable (subject to the effect of bankruptcy, insolvency, reorganization, receivership, moratorium and other similar laws affecting creditors’ rights) Lien on the Mortgaged Properties described therein and proceeds thereof, and when the Mortgages are filed in the offices specified on Schedule 4.19(b)appropriate recording offices, each such Mortgage shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in the Mortgaged Properties and the proceeds thereof, as security for the Obligations (as defined in the relevant Mortgage), in each case prior and superior in right to any other Person. Schedule 1.1B-1 lists, as of Person (except that the Closing Date, each parcel of owned security interest created in such real property located in and the United States and held by the Borrower or any of its Subsidiaries and Schedule 1.1B-2 lists, as of the Closing Date, each leasehold interest in real property located in the United States and held by the Borrower or any of its Subsidiaries where the applicable lease agreement does not require the consent of the landlord thereunder Mortgaged Property may be subject to the granting of a leasehold mortgage by the lessee thereunder. Schedule 1.1B-3 lists, as of the Closing Date, each leasehold interest in real property located in the United States and held by the Borrower or any of its Subsidiaries where the applicable lease agreement requires the consent of the landlord thereunder to the granting of a leasehold mortgage by the lessee thereunderPermitted Liens).

Security Documents. (a) The Guarantee and Collateral Agreement is effective to create in favor of the Administrative Agent, for the benefit of the LendersSecured Parties, a legal, valid and enforceable security interest in the Collateral described therein and proceeds thereof. In the case of the Pledged Stock defined in and described in the Guarantee and Collateral Agreement, when stock certificates representing such Pledged Stock are having been delivered to the Administrative Agent, and together with proper endorsements executed in blank and, in the case of the other UCC Filing Collateral described in the Guarantee and Collateral Agreement, when financing statements and other filings specified on Schedule 4.19(a) in appropriate form are having been filed in the offices specified on Schedule 4.19(a), the Guarantee and Collateral Agreement shall constitute Agreement, except as otherwise provided therein, constitutes a fully perfected (with respect to Intellectual Property, to the extent such perfection and priority may be achieved by filings made in the U.S. Patent and Trademark Office and the U.S. Copyright Office) Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral and the proceeds thereof, as security for the Obligations (as defined in the Guarantee and Collateral Agreement), in each case prior and superior in right to any other Person (except, in the case of Collateral other than Pledged Stock, Liens permitted by under Section 7.37.3 (except Section 7.3(j); provided, however, that (i) the recordation of any trademark security agreement in the U.S. Patent and Trademark Office shall occur within three (3) months of the date of the Guarantee and Collateral Agreement; (ii) the recordation of any copyright security agreement shall occur within one (1) month of the date of the Guarantee and Collateral Agreement; (iii) subsequent recordations may be necessary to perfect the security interest in issued registrations and applications for Intellectual Property acquired after the date of the Guarantee and Collateral Agreement; and (iv) certain actions may be required in order to perfect the Lien in Intellectual Property included in the Collateral which is protected under non-U.S. law). (b) Each of Mortgage (as amended by the Mortgages respective Mortgage Amendment, if any) is effective to create in favor of the Administrative Agent, for the benefit of the LendersSecured Parties, a legal, valid and enforceable Lien on the Mortgaged Properties described therein and proceeds thereof, and when the Mortgages or Mortgage Amendments, as applicable, are filed in the offices specified on Schedule 4.19(b), each such Mortgage or Existing Mortgage (as amended by the respective Mortgage Amendment), as the case may be, shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in the such Mortgaged Properties and the proceeds thereof, as security for the Obligations (as defined in the relevant MortgageMortgage or Existing Mortgage (as amended by the respective Mortgage Amendment)), in each case prior and superior in right to any other PersonPerson other than Liens permitted under Section 7.3 (except Section 7.3(j)). Schedule 1.1B-1 lists, as of the Closing Date, 1.1 lists each parcel of owned real property located in the United States and held owned in fee simple by the Borrower or any of its Subsidiaries and Schedule 1.1B-2 listsas of the Effective Date which, as of the Closing Datesuch date, each leasehold interest in real property located has a value, in the United States and held by the Borrower or any of its Subsidiaries where the applicable lease agreement does not require the consent reasonable opinion of the landlord thereunder to the granting Borrower, in excess of a leasehold mortgage by the lessee thereunder. Schedule 1.1B-3 lists, as of the Closing Date, each leasehold interest in real property located in the United States and held by the Borrower or any of its Subsidiaries where the applicable lease agreement requires the consent of the landlord thereunder to the granting of a leasehold mortgage by the lessee thereunder$1,000,000.

Security Documents. (a) The Guarantee and Collateral Agreement is effective to create in favor of the Administrative Agent, for the benefit of the LendersSecured Parties, a legal, valid valid, binding and enforceable security interest in the Collateral located in the United States described therein and proceeds and products thereof. In the case of the Pledged Stock defined in and described in the Guarantee and Collateral Agreement, when any stock certificates representing such Pledged Stock are delivered to the Administrative Agent, and in the case of the other Collateral located in the United States described in the Guarantee and Collateral Agreement, when financing statements and other filings specified on Schedule 4.19(a) in appropriate form are filed in the offices specified on Schedule 4.19(a)4.19(a)-1 (which financing statements may be filed by the Administrative Agent) at any time and such other filings as are specified on Schedule 4.19(a)-3 have been completed (all of which filings may be filed by the Administrative Agent) at any time, the Guarantee and Collateral Agreement shall constitute a fully perfected (with respect to Intellectual Property, to the extent such perfection and priority may be achieved by filings made in the U.S. Patent and Trademark Office and the U.S. Copyright Office) Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral (other than any Excluded Property and subject to the Permitted Perfection Exception) and the proceeds and products thereof, as security for the Obligations (as defined in the Guarantee and Collateral Agreement), in each case prior and superior in right to any other Person (except, in the case of Collateral other than Pledged Stock, Liens permitted by Section 7.3Permitted Liens); provided, however, that (i) the recordation of any trademark security agreement in the U.S. Patent and Trademark Office shall occur within three (3) months of the date of the Guarantee and Collateral Agreement; (ii) the recordation of any copyright security agreement shall occur within one (1) month of the date of the Guarantee and Collateral Agreement; (iii) subsequent recordations may be necessary to perfect the security interest in issued registrations and applications for Intellectual Property acquired after the date of the Guarantee and Collateral Agreement; and (iv) certain actions may be required in order to perfect the Lien in Intellectual Property included in the Collateral which is protected under non-U.S. law. (b) Each of the Mortgages is effective to create in favor of the Administrative Agent, for the benefit of the LendersSecured Parties, a legal, valid valid, binding and enforceable Lien on the Mortgaged Properties described therein and proceeds and products thereof, ; and when the Mortgages are filed in the offices specified on Schedule 4.19(b) (in the case of Mortgages to be executed and delivered on the Closing Date) or in the recording office designated by the Borrower (in the case of any Mortgage to be executed and delivered pursuant to Section 6.11 (b)), each such Mortgage shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in the Mortgaged Properties described therein and the proceeds and products thereof, as security for the Obligations (as defined in the relevant Mortgage), in each case prior and superior in right to any other Person. Schedule 1.1B-1 lists, as of the Closing Date, each parcel of owned real property located in the United States and held Person (other than Persons holding Liens or other encumbrances or rights permitted by the Borrower or any of its Subsidiaries and Schedule 1.1B-2 lists, as of the Closing Date, each leasehold interest in real property located in the United States and held by the Borrower or any of its Subsidiaries where the applicable lease agreement does not require the consent of the landlord thereunder to the granting of a leasehold mortgage by the lessee thereunder. Schedule 1.1B-3 lists, as of the Closing Date, each leasehold interest in real property located in the United States and held by the Borrower or any of its Subsidiaries where the applicable lease agreement requires the consent of the landlord thereunder to the granting of a leasehold mortgage by the lessee thereunderrelevant Mortgage).

Security Documents. (a) The Guarantee To secure the full and punctual payment when due and the full and punctual performance of the obligations of the Company and the Subsidiary Guarantors in respect of the Notes and this Indenture (including the Subsidiary Guarantees), the Company and the Subsidiary Guarantors shall, on the Issue Date: (1) enter into the Collateral Agreement is effective and deliver to the Trustee or Collateral Agent all certificates representing Capital Stock and other instruments and documents required thereunder to be delivered to the Trustee (or to the First Lien Administrative Agent as gratuitous bailee for the Trustee); (2) file, register or record all documents and instruments, including UCC financing statements, required by applicable law or reasonably requested by the Trustee or the Collateral Agent to be filed, registered or recorded to create the Liens intended to be created by the Security Documents and to perfect such Liens to the extent required by, and with the priority required by, the Security Documents or this Indenture; and (3) enter into such Security Documents creating Liens on all interests in Property owned by the Company or any Domestic Subsidiary that are subject to any Lien securing the First Lien Secured Indebtedness (or that would be required, under the First Lien Credit Agreement as in effect on Issue Date, to secure such First Lien Secured Indebtedness if such First Lien Secured Indebtedness were outstanding and such First Lien Credit Agreement were in effect). (b) Notwithstanding anything to the contrary set forth in clause (a) or elsewhere in this Indenture or any Security Document, (1) any mortgages (and any related Security Documents) required to be granted pursuant to clause (a) on the Issue Date with respect to real property that is securing First Lien Secured Indebtedness on the Issue Date shall be granted as soon as commercially reasonable following the Issue Date, but in no event later than 30 days following the Issue Date (it being understood any such mortgages shall be accompanied by customary local counsel opinions (but limited only to those jurisdictions in which local counsel opinions were delivered to the First Lien Administrative Agent in connection with the mortgages granted pursuant to the First Lien Secured Indebtedness)) and (2) any control agreements required to be entered into pursuant to clause (a) with respect to deposit accounts and securities accounts that are securing First Lien Secured Indebtedness on the Issue Date shall be entered into as soon as commercially reasonably following the Issue Date, but in no event later than 30 days following the Issue Date. The Company shall deliver an Officer’s Certificate to the Trustee certifying to the satisfaction of the foregoing obligations in this Section 14.03(b) promptly upon the completion thereof. (c) On or after the Issue Date, the Company and the other Grantors shall enter into additional Security Documents and take or cause to be taken all such actions as may be required pursuant to this Indenture or under any Security Document to create, perfect and maintain, as security for the obligations of the Company and the Subsidiary Guarantors in respect of the Notes, this Indenture (including the Subsidiary Guarantors) and the Security Documents, a valid and enforceable perfected second-priority Lien and security interest in all of the Collateral (subject to the terms of the Intercreditor Agreement and the Security Documents in all respects) in favor of the Administrative Agent, Trustee for the benefit of the LendersHolders. (d) Each Holder, by accepting a legalNote, valid consents and enforceable agrees to the terms of the Security Documents entered into on the Issue Date or from time to time thereafter (including the provisions providing for the possession, use, release and foreclosure of Collateral) as each may be amended from time to time in accordance with their terms and this Indenture, the Security Documents and the Intercreditor Agreement. (e) In the event that security interest interests in any of the Collateral described therein and proceeds thereof. In the case are not created as of the Pledged Stock defined in Issue Date, the Company and described in the Guarantee and Collateral Agreement, when stock certificates representing such Pledged Stock are delivered to the Administrative Agent, and in the case of the other Collateral described in the Guarantee and Collateral Agreement, when financing statements and other filings specified on Schedule 4.19(a) in appropriate form are filed in the offices specified on Schedule 4.19(a), the Guarantee and Collateral Agreement Grantors shall constitute a fully perfected (use commercially reasonable efforts to implement security arrangements with respect to Intellectual Property, to such Collateral as promptly as reasonably practicable after the extent Issue Date (or on such perfection and priority later date as may be achieved by filings made in the U.S. Patent and Trademark Office and the U.S. Copyright Office) Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral and the proceeds thereof, as security for the Obligations (as defined in the Guarantee and Collateral Agreement), in each case prior and superior in right to any other Person (except, in the case of Collateral other than Pledged Stock, Liens permitted by Section 7.3the Holders in their sole discretion); provided, however, that (i) the recordation of any trademark security agreement in the U.S. Patent and Trademark Office shall occur within three (3) months of the date of the Guarantee and Collateral Agreement; (ii) the recordation of any copyright security agreement shall occur within one (1) month of the date of the Guarantee and Collateral Agreement; (iii) subsequent recordations may be necessary to perfect the security interest in issued registrations and applications for Intellectual Property acquired after the date of the Guarantee and Collateral Agreement; and (iv) certain actions may be required in order to perfect the Lien in Intellectual Property included in the Collateral which is protected under non-U.S. law. (bf) Each of Holder, by accepting the Mortgages Notes, is effective deemed to create acknowledge that, as more fully set forth in favor of the Administrative AgentSecurity Documents, the Collateral as now or hereafter constituted shall be for the benefit of all the LendersHolders, a legalthe Collateral Agent, valid the Trustee and enforceable Lien on the Mortgaged Properties other secured parties described therein and proceeds thereof, and when the Mortgages are filed in the offices specified on Schedule 4.19(b), each such Mortgage shall constitute a fully perfected Security Documents and that the Lien on, and security interest in, all right, title and interest granted in the Security Documents relating to the Notes in respect of the Loan Parties Trustee, the Collateral Agent, the Holders and such other secured parties is subject to and qualified and limited in the Mortgaged Properties and the proceeds thereof, as security for the Obligations (as defined in the relevant Mortgage), in each case prior and superior in right to any other Person. Schedule 1.1B-1 lists, as of the Closing Date, each parcel of owned real property located in the United States and held all respects by the Borrower or any of its Subsidiaries Security Documents and Schedule 1.1B-2 lists, as of the Closing Date, each leasehold interest in real property located in the United States and held by the Borrower or any of its Subsidiaries where the applicable lease agreement does not require the consent of the landlord thereunder to the granting of a leasehold mortgage by the lessee thereunder. Schedule 1.1B-3 lists, as of the Closing Date, each leasehold interest in real property located in the United States and held by the Borrower or any of its Subsidiaries where the applicable lease agreement requires the consent of the landlord thereunder to the granting of a leasehold mortgage by the lessee actions that may be taken thereunder.

Security Documents. (a) The Guarantee In order to secure the due and Collateral Agreement is effective to create in favor punctual payment of the Administrative Note Obligations, when the same shall be due and payable, whether on an Interest Payment Date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of and interest (to the extent permitted by law) on the Notes and performance of all other Note Obligations, (i) the Issuer and the Guarantors, if any, have prior to the Issue Date, entered into Security Documents granting the Collateral Agent a Lien on (A) substantially all the existing and future tangible and intangible assets and rights of the Issuer and the Guarantors, if any (other than, in each case, Excluded Assets) and (B) Equity Interests in all direct Subsidiaries of the Issuer and each Guarantor, if any (other than, in each case, Excluded Capital Stock), and (ii) the Issuer agrees that it shall take all such action as shall be required to ensure that the Note Obligations will (other than, in each case, during any Suspension Period with respect to a series of Notes) be secured by a Lien, subject only to Permitted Liens, on the Collateral. (b) To the extent, but only to the extent, permitted hereby, the Issuer and the Guarantors may incur Additional First Lien Obligations. Any additional class or series of Additional First Lien Obligations will be secured by Liens on the Collateral that rank pari passu with the Liens securing First Lien Obligations, in each case, under and pursuant to the Security Documents, once the Senior Class Debt Representative with respect to any such class or series of Additional First Lien Obligations, acting on behalf of the holders of such series of Additional First Lien Obligations, (1) becomes a party to the First Lien Intercreditor Agreement by satisfying the conditions set forth therein and (2) becomes a party to the Collateral Agency Agreement. (c) If the Issuer or any of the Guarantors incurs Additional First Lien Obligations, the Collateral Agent, for on behalf of itself, the benefit other Senior Class Debt Representatives, acting on behalf of the Lendersholders of the applicable series of Additional First Lien Obligations, and the other agents (if any) will, as applicable, enter into a joinder to the First Lien Intercreditor Agreement substantially in the form of Exhibit A-1 thereto. (d) If the Issuer or any of the Guarantors incurs Indebtedness secured by a Lien on the Collateral that is junior in priority relative to the Liens on the Collateral securing the First Lien Obligations, the Issuer, the Guarantors, the Collateral Agent, acting on behalf of itself, the Trustee, acting on behalf of the Holders of the Notes, the other collateral agents (if any) and the applicable Junior Lien Representative, on behalf of itself and the applicable Junior Lien Secured Parties, will enter into a junior lien intercreditor agreement, substantially in the form attached hereto as Exhibit F or which otherwise constitutes a junior lien intercreditor agreement that is an Applicable Intercreditor Agreement (any such junior lien intercreditor agreement, the “Junior Lien Intercreditor Agreement”). (e) The Note Documents (other than any Applicable Intercreditor Agreement) will be subject to the terms, limitations and conditions set forth in each Applicable Intercreditor Agreement. Each Holder of Notes, by its acceptance of a Note, is deemed to (i) have consented and agreed to the terms of each Security Document (including the First Lien Intercreditor Agreement and each other Applicable Intercreditor Agreement, if any, entered into after the Issue Date in accordance with clause (d) of this Section 12.02), as originally in effect and as amended, supplemented or replaced from time to time in accordance with its terms or the terms of this Indenture, the First Lien Intercreditor Agreement or, if applicable, each Applicable Intercreditor Agreement, (ii) have authorized and directed the Trustee to enter into or execute a joinder with respect to (A) the Collateral Agency Agreement on the Issue Date, (B) the First Lien Intercreditor Agreement on the Issue Date and (C) each other Applicable Intercreditor Agreement at any time after the Issue Date in accordance with clause (d) of this Section 12.02, (iii) have consented to the appointment of the Collateral Agent pursuant to the Collateral Agency Agreement, (iv) have authorized and directed the Collateral Agent to enter into the Security Documents to which it is, or is intended to be, a legalparty, valid and enforceable security interest (v) have authorized and empowered the Collateral Agent (through the Collateral Agency Agreement, the First Lien Intercreditor Agreement and each other Applicable Intercreditor Agreement, if any) to bind the Holders of Notes as set forth in the Collateral described therein Security Documents to which they are a party and proceeds thereof. In to perform its obligations and exercise its rights and powers thereunder, including entering into amendments permitted by the case terms of the Pledged Stock defined in and described in Note Documents. To the Guarantee and Collateral Agreement, when stock certificates representing such Pledged Stock are delivered to the Administrative Agent, and in the case extent that any provision of the other Note Documents is not consistent with or contradicts the Collateral described in Agency Agreement (or the Guarantee and Collateral Agreement, when financing statements and other filings specified on Schedule 4.19(a) in appropriate form are filed in the offices specified on Schedule 4.19(aFirst Lien Intercreditor Agreement or Applicable Intercreditor Agreements (if any)), the Guarantee Collateral Agency Agreement, the First Lien Intercreditor Agreement and/or the other Applicable Intercreditor Agreements (if any) shall govern. (f) Each Holder of Notes, by its acceptance of a Note, is deemed to have: (1) authorized, consented to and directed the Trustee to enter into and join the Collateral Agreement shall constitute a fully perfected (with respect to Intellectual PropertyAgency Agreement, to the extent such perfection and priority may be achieved including by filings made its execution of applicable joinder documentation in the U.S. Patent and Trademark Office and the U.S. Copyright Office) Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral and the proceeds thereof, its capacity as security for the Obligations “New Senior Class Debt Representative” (as defined in the Guarantee and Collateral Agency Agreement), ) in each case prior and superior in right to any other Person respect of the Note Obligations; (except, in the case of Collateral 2) other than Pledged Stockduring any Suspension Period, Liens permitted agreed (in its capacity as a Holder of Notes) that it is subject to and bound by Section 7.3); providedthe provisions of the Collateral Agency Agreement, howevereach Security Document, that (i) the recordation of First Lien Intercreditor Agreement and each other Applicable Intercreditor Agreement in effect at any trademark security agreement in the U.S. Patent and Trademark Office shall occur within three time; (3) months ratified the Collateral Agent’s execution and delivery of the Security Documents prior to the date hereof (in accordance with the Collateral Agency Agreement); (4) consented and agreed that the Collateral Agent may execute and deliver any additional Security Documents (including any Applicable Intercreditor Agreement) not in effect as of the date of hereof and act in accordance with the Guarantee and Collateral Agreement; terms thereof; (ii5) subject to the recordation terms of any copyright security agreement shall occur within one (1) month of the date of the Guarantee Applicable Intercreditor Agreement, consented and Collateral Agreement; (iii) subsequent recordations may be necessary to perfect the security interest in issued registrations and applications for Intellectual Property acquired after the date of the Guarantee and Collateral Agreement; and (iv) certain actions may be required in order to perfect the Lien in Intellectual Property included in agreed that the Collateral which is protected under non-U.S. law. (b) Each of the Mortgages is effective to create in favor of the Administrative Agent, for the benefit of the Lenders, a legal, valid and enforceable Lien on the Mortgaged Properties described therein and proceeds thereof, and when the Mortgages are filed in the offices specified on Schedule 4.19(b), each such Mortgage shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in the Mortgaged Properties and the proceeds thereof, as security for the Obligations (as defined in the relevant Mortgage)Agent may, in each case prior its sole discretion and superior in right to any other Person. Schedule 1.1B-1 lists, as of the Closing Date, each parcel of owned real property located in the United States and held by the Borrower or any of its Subsidiaries and Schedule 1.1B-2 lists, as of the Closing Date, each leasehold interest in real property located in the United States and held by the Borrower or any of its Subsidiaries where the applicable lease agreement does not require without the consent of the landlord thereunder Trustee or the Holders, take all actions it deems necessary or appropriate in order to: (A) enforce any of the terms of the Security Documents; and (B) collect and receive any and all amounts payable in respect of the Note Obligations of the Issuer and the Guarantors to the granting of a leasehold mortgage by Holders, the lessee thereunder. Schedule 1.1B-3 lists, as of Collateral Agent or the Closing Date, each leasehold interest in real property located in Trustee under the United States and held by the Borrower or any of its Subsidiaries where the applicable lease agreement requires the consent of the landlord thereunder to the granting of a leasehold mortgage by the lessee thereunderNote Documents.

Security Documents. (a) The Guarantee and Collateral Agreement is effective to create in favor of the Administrative Agent, for the benefit of the LendersSecured Parties, a legal, valid and enforceable security interest in the Collateral described therein and proceeds thereof, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditor’s rights generally and by general equitable principles (whether such enforcement is sought in a proceeding at law or in equity). In the case of the Pledged Stock defined in and described in the Guarantee and Collateral Agreement, when stock certificates representing such Pledged Stock are delivered to the Administrative AgentAgent together with the necessary endorsements, and in the case of the other Collateral described in the Guarantee and Collateral AgreementAgreement (to the extent that a security interest in such other Collateral can be perfected by filing), when financing statements and other filings specified on Schedule 4.19(a5.19(a) in appropriate form are filed in the offices specified on Schedule 4.19(a)5.19(a) and all applicable fees have been paid, the Guarantee and Collateral Agreement shall constitute a fully perfected (with respect to Intellectual Property, to the extent such perfection and priority may be achieved by filings made in the U.S. Patent and Trademark Office and the U.S. Copyright Office) Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral and the proceeds thereof, as security for the Obligations (as defined in the Guarantee and Collateral Agreement) (to the extent that a security interest in such other Collateral can be perfected by filing), in each case prior and superior in right to any other Person (except, in the case of Collateral other than Pledged Stock, Liens permitted by Section 7.38.03); provided, however, that (i) the recordation of any trademark security agreement in the U.S. Patent and Trademark Office shall occur within three (3) months of the date of the Guarantee and Collateral Agreement; (ii) the recordation of any copyright security agreement shall occur within one (1) month of the date of the Guarantee and Collateral Agreement; (iii) subsequent recordations may be necessary to perfect the security interest in issued registrations and applications for Intellectual Property acquired after the date of the Guarantee and Collateral Agreement; and (iv) certain actions may be required in order to perfect the Lien in Intellectual Property included in the Collateral which is protected under non-U.S. law. (b) Each of the Mortgages is effective to create in favor of the Administrative Agent, for the benefit of the LendersSecured Parties, a legal, valid and enforceable Lien on the Mortgaged Properties described therein and proceeds thereof, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditor’s rights generally and by general equitable principals (whether such enforcement is sought in a proceeding at law or in equity), and when the Mortgages are filed in the offices specified on Schedule 4.19(b)5.19(b) and all applicable fees have been paid, each such Mortgage shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in the Mortgaged Properties and the proceeds thereof, as security for the Obligations (as defined in the relevant Mortgage), in each case prior and superior in right to any other PersonPerson (except Liens permitted by Section 8.03). Schedule 1.1B-1 lists, as of the Closing Date, 1.01(b) lists each parcel of owned real property located in the United States and held owned in fee simple by the Borrower or any of its Subsidiaries and Schedule 1.1B-2 lists, as of the Closing Date, each leasehold interest in real property located in the United States and held by the Borrower or any of its Subsidiaries where the applicable lease agreement does not require the consent of the landlord thereunder to the granting of a leasehold mortgage by the lessee thereunder. Schedule 1.1B-3 lists, as of the Closing Date, each leasehold interest in real property located in the United States and held by the Borrower or any of its Subsidiaries where the applicable lease agreement requires the consent of the landlord thereunder to the granting of a leasehold mortgage by the lessee thereunder.

Security Documents. (a) The Guarantee and Collateral Agreement is effective to create in favor Counterparts of the Administrative Subsidiary Guarantee executed by each Domestic Subsidiary, counterparts of an amendment (in form and substance acceptable to the Agent, for ) to the benefit Share Pledge Agreement and counterparts of the Lenders, a legal, valid and enforceable security interest in the Collateral described therein and proceeds thereof. In the case Security Agreement signed on behalf of the Pledged Stock defined in and described in Obligors party thereto, together with the Guarantee and Collateral Agreement, when stock following: (i) certificates representing all the outstanding Capital Securities of each Subsidiary owned by or on behalf of any Obligor as of the Closing Date (except that certificates representing Capital Securities of any foreign Subsidiary may be limited to 65% of the outstanding equity interest of such Pledged Stock are delivered to the Administrative Agentforeign Subsidiary), and stock powers and instruments of transfer, endorsed in the case of the other Collateral described in the Guarantee and Collateral Agreementblank, when financing statements and other filings specified on Schedule 4.19(a) in appropriate form are filed in the offices specified on Schedule 4.19(a), the Guarantee and Collateral Agreement shall constitute a fully perfected (with respect to Intellectual Property, to the extent such perfection and priority may be achieved by filings made in the U.S. Patent and Trademark Office and the U.S. Copyright Office) Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral and the proceeds thereof, as security for the Obligations (as defined in the Guarantee and Collateral Agreement), in each case prior and superior in right to any other Person (except, in the case of Collateral other than Pledged Stock, Liens permitted by Section 7.3); provided, however, that (i) the recordation of any trademark security agreement in the U.S. Patent and Trademark Office shall occur within three (3) months of the date of the Guarantee and Collateral Agreement; stock certificates; (ii) the recordation of any copyright security agreement shall occur within one (1) month results of the date search of the Guarantee UCC (or equivalent) and Collateral Agreementtax Liens and judgment Liens made with respect to the Obligors and any predecessor company identified pursuant to the Security Agreement in each jurisdiction (A) in which each Obligor and each predecessor company is organized and (B) in respect of tax Liens and judgment Liens, where each Obligor and each predecessor company has its chief executive office or has had its chief executive office within the last four months prior to the Closing Date; and copies of the financing statements (or other documents) disclosed by such search and evidence that the Liens indicated by such financing statements (or similar documents) are permitted by Section 8.06 or have been released or, simultaneously with the initial extensions of credit hereunder, will be released; (iii) subsequent recordations subject to the terms of the Security Agreement, (A) such other executed documentation as the Agent may be deem necessary to perfect and protect its Liens, including intellectual property assignments for all intellectual property pledged as Collateral, subordination agreements and control agreements with respect to all deposit, commodity and security account and (B) all other Collateral the possession of which is necessary to perfect the security interest in issued registrations and applications for Intellectual Property acquired after the date of the Guarantee and Collateral AgreementLien therein; and and (iv) certain actions may be required in order written evidence that appropriate UCC financing statements necessary to perfect protect the Lien in Intellectual Property included in Liens under the Collateral which is protected under non-U.S. lawSecurity Agreement have been recorded. (b) Each of the Mortgages is effective to create in favor of the Administrative Agent, for the benefit of the Lenders, a legal, valid and enforceable Lien on the Mortgaged Properties described therein and proceeds thereof, and when the Mortgages are filed in the offices specified on Schedule 4.19(b), each such Mortgage shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in the Mortgaged Properties and the proceeds thereof, as security for the Obligations (as defined in the relevant Mortgage), in each case prior and superior in right to any other Person. Schedule 1.1B-1 lists, as of the Closing Date, each parcel of owned real property located in the United States and held by the Borrower or any of its Subsidiaries and Schedule 1.1B-2 lists, as of the Closing Date, each leasehold interest in real property located in the United States and held by the Borrower or any of its Subsidiaries where the applicable lease agreement does not require the consent of the landlord thereunder to the granting of a leasehold mortgage by the lessee thereunder. Schedule 1.1B-3 lists, as of the Closing Date, each leasehold interest in real property located in the United States and held by the Borrower or any of its Subsidiaries where the applicable lease agreement requires the consent of the landlord thereunder to the granting of a leasehold mortgage by the lessee thereunder.

Security Documents. (a) The Guarantee and Collateral Agreement is effective to create in favor of the Administrative Agent, for the benefit of the LendersSecured Parties, a legal, valid and enforceable security interest in the Collateral described therein and proceeds thereof. In the case of the Pledged Stock defined in and described in the Guarantee and Collateral Agreement, when any stock certificates representing such Pledged Stock are delivered to the Administrative Agent, and in the case of the other Collateral described in the Guarantee and Collateral Agreement, when financing statements and other filings specified on Schedule 4.19(a) in appropriate form are filed in the offices specified on Schedule 4.19(a4.19(a)-1 (which financing statements have been duly completed and delivered to the Administrative Agent), or, with respect to after-acquired property, when the Guarantee and Collateral Agreement requirements set forth in Section 6.10 have been complied with, the Administrative Agent shall constitute have a fully perfected (with respect to Intellectual Property, to the extent such perfection and priority may be achieved by filings made in the U.S. Patent and Trademark Office and the U.S. Copyright Office) Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral and the proceeds thereof, as security for the Obligations (as defined in the Guarantee and Collateral Agreement), in each case prior and superior in right to any other Person (except, in the case of Collateral other than Pledged Stock, Liens permitted by Section 7.3); provided, however, that (i) in each case to the recordation of any trademark security agreement in the U.S. Patent and Trademark Office shall occur within three (3) months of the date of extent required by the Guarantee and Collateral Agreement; . As of the date hereof, Schedule 4.19(a)-2 lists each UCC Financing Statement that (i) names any Loan Party as debtor and (ii) will remain on file after the recordation of any copyright security agreement shall occur within one (1) month Closing Date. As of the date hereof, Schedule 4.19(a)-3 lists each UCC Financing Statement that (i) names any Loan Party as debtor and (ii) will be terminated on or prior to the Closing Date; and on or prior to the Closing Date, the Borrower will have delivered to the Administrative Agent (or will have made appropriate arrangements for the delivery thereof to the Administrative Agent), or caused to be filed, duly completed UCC termination statements, together with the authorization of the Guarantee and Collateral Agreement; (iii) subsequent recordations may be necessary relevant secured party to perfect the security interest file such termination statements, in issued registrations and applications for Intellectual Property acquired after the date respect of the Guarantee and Collateral Agreement; and (iv) certain actions may be required each UCC Financing Statement listed in order to perfect the Lien in Intellectual Property included in the Collateral which is protected under non-U.S. lawSchedule 4.19(a)-3. (b) Each of the Mortgages is effective to create in favor of the Administrative Agent, for the benefit of the LendersSecured Parties, a legal, valid and enforceable Lien on the Mortgaged Properties described therein and proceeds thereof, ; and when the Mortgages are filed in the offices specified on Schedule 4.19(b) (in the case of the Mortgages to be executed and delivered pursuant to Section 6.12) or in the recording office designated by the Borrower (in the case of any Mortgage to be executed and delivered pursuant to Section 6.10(b)), each such Mortgage shall constitute the Administrative Agent will have a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in the Mortgaged Properties described therein and the proceeds thereof, as security for the Obligations (as defined in the relevant Mortgage), in each case prior and superior in right to any other PersonPerson (other than Persons holding Liens or other encumbrances or rights permitted by Section 7.3). Schedule 1.1B-1 lists, as As of the Closing Date, each parcel of owned real property located in the United States and held by the Borrower or any of its Subsidiaries and Schedule 1.1B-2 lists, as of the Closing Date, each leasehold interest Mortgaged Properties constitute all fee interests in real property located in the United States and held by the Borrower or any Loan Party having a value (together with improvements thereof) of its Subsidiaries where the applicable lease agreement does not require the consent of the landlord thereunder to the granting of a leasehold mortgage by the lessee thereunder. Schedule 1.1B-3 lists, as of the Closing Date, each leasehold interest in real property located in the United States and held by the Borrower or any of its Subsidiaries where the applicable lease agreement requires the consent of the landlord thereunder to the granting of a leasehold mortgage by the lessee thereunderat least $5,000,000.

Security Documents. (a) The Guarantee and Collateral Agreement is effective to create in favor of the Administrative Agent, for the benefit of the LendersSecured Parties, a legal, valid and enforceable security interest in the Collateral described therein and proceeds and products thereof. In the case of the Pledged Stock defined in and Equity Interests described in the Guarantee and Collateral Agreement, when stock certificates representing such Pledged Stock Equity Interests and related transfer powers are delivered to the Administrative Agent, and in the case of the other Collateral described in the Guarantee and Collateral Agreement, when financing statements and other filings specified on Schedule 4.19(a) 4.19 in appropriate form are filed in the offices specified on Schedule 4.19(a)4.19, to the extent that a security interest therein can be perfected by the filing of a financing statement, the Guarantee and Collateral Agreement shall constitute a fully perfected (with respect to Intellectual Property, to the extent such perfection and priority may be achieved by filings made in the U.S. Patent and Trademark Office and the U.S. Copyright Office) Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral and the proceeds thereof, as security for the Obligations, in each case prior and superior in right to any other Person (except, in the case of Collateral other than Pledged Equity Interests, Liens permitted by Section 7.3). (b) Subject to the Reservations, each of the UK Debenture and the UK Charge Over Shares is effective to create in favor of the Administrative Agent, for the benefit of the Secured Parties, a legal, valid and enforceable security interest in the Collateral described therein and proceeds and products thereof. In the case of the Pledged Equity Interests described in each of the UK Debenture and the UK Charge Over Shares, when certificates representing such Pledged Equity Interests and related blank executed stock transfer forms are delivered to the Administrative Agent, and in the case of the other Collateral described in each of the UK Debenture and the UK Charge Over Shares, when the filings specified on Schedule 4.19 in appropriate form are filed in the offices or registers specified on Schedule 4.19 to the extent that a security interests therein can be perfected by any such filing and all notices required to be served under such Security Documents are duly served before any competing notice comes into effect, each of the UK Debenture and the UK Charge Over Shares shall (subject to the Reservations) constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral and the proceeds thereof, as security for the Secured Obligations (as defined in each of the Guarantee UK Debenture and Collateral Agreementthe UK Charge Over Shares), in each case prior and superior in right to any other Person (except, in the case of Collateral other than Pledged StockEquity Interests, Liens permitted by under Section 7.3); provided, however, that (i) 7.3 and except in relation to the recordation shares of Capital Stock of any trademark security agreement Subsidiary formed and existing under laws of England and Wales if and to the extent that the pledge of such shares is prohibited pursuant to the applicable governing or other joint venture documents as in the U.S. Patent and Trademark Office shall occur within three (3) months of the date of the Guarantee and Collateral Agreement; (ii) the recordation of any copyright security agreement shall occur within one (1) month of the date of the Guarantee and Collateral Agreement; (iii) subsequent recordations may be necessary to perfect the security interest in issued registrations and applications for Intellectual Property acquired after the date of the Guarantee and Collateral Agreement; and (iv) certain actions may be required in order to perfect the Lien in Intellectual Property included in the Collateral which is protected under non-U.S. law. (b) Each of the Mortgages is effective to create in favor of the Administrative Agent, for the benefit of the Lenders, a legal, valid and enforceable Lien on the Mortgaged Properties described therein and proceeds thereof, and when the Mortgages are filed in the offices specified on Schedule 4.19(b), each such Mortgage shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in the Mortgaged Properties and the proceeds thereof, as security for the Obligations (as defined in the relevant Mortgage), in each case prior and superior in right to any other Person. Schedule 1.1B-1 lists, effect as of the Closing Date, each parcel of owned real property located in the United States and held by the Borrower or any of its Subsidiaries and Schedule 1.1B-2 lists, as of the Closing Date, each leasehold interest in real property located in the United States and held by the Borrower or any of its Subsidiaries where the applicable lease agreement does not require the consent of the landlord thereunder to the granting of a leasehold mortgage by the lessee thereunder. Schedule 1.1B-3 lists, as of the Closing Date, each leasehold interest in real property located in the United States and held by the Borrower or any of its Subsidiaries where the applicable lease agreement requires the consent of the landlord thereunder to the granting of a leasehold mortgage by the lessee thereunder).

Security Documents. (ai) The Guarantee Each Security Document (other than each Mortgage), when executed and Collateral Agreement delivered, is effective to create in favor of the Administrative Agent, Agent (for the benefit of the Lenders), a legal, valid and enforceable security interest in the Collateral described therein and proceeds thereof. In the case Administrative Agent has been authorized (and is hereby authorized) to make all filings of the Pledged Stock defined in UCC-1 and described as-extracted collateral financing statements in the Guarantee and appropriate filing office necessary or desirable to fully perfect its security interest in such Collateral Agreement, when stock certificates representing such Pledged Stock are delivered to the Administrative Agent, and described therein which can be perfected by filing a UCC-1 financing statement in the case of the other Collateral described in the Guarantee appropriate filing office and Collateral Agreement, when financing statements and other filings specified on Schedule 4.19(a(ii) in appropriate form are filed in the offices specified on Schedule 4.19(a), the Guarantee and Collateral Agreement shall constitute a fully perfected (with respect to Intellectual Propertythe security interest created in the Collateral pursuant to each Security Document (other than each Mortgage), upon such filings (or, with respect to possessory Collateral, upon the taking of possession by the Administrative Agent of any such Collateral which may be perfected by possession), such security interests will, subject to the extent such perfection and existence of non-consensual Liens having priority may be achieved by filings made in the U.S. Patent and Trademark Office and the U.S. Copyright Office) Lien operation of law or Liens permitted by Section 7.01, constitute perfected first-priority Liens on, and security interest interests in, all right, title and interest of the Loan Parties debtor party thereto in such the Collateral and the proceeds thereofdescribed therein that can be perfected by filing a UCC-1 or as-extracted financing statement, as security for the Obligations (as defined applicable, in the Guarantee and Collateral Agreement), in each case prior and superior in right to any other Person (exceptappropriate filing office or by delivery, in the case of Collateral other than Pledged Stock, Liens permitted by Section 7.3); provided, however, that (i) the recordation of any trademark security agreement in the U.S. Patent and Trademark Office shall occur within three (3) months of the date of the Guarantee and Collateral Agreement; (ii) the recordation of any copyright security agreement shall occur within one (1) month of the date of the Guarantee and Collateral Agreement; (iii) subsequent recordations may be necessary to perfect the security interest in issued registrations and applications for Intellectual Property acquired after the date of the Guarantee and Collateral Agreement; and (iv) certain actions may be required in order to perfect the Lien in Intellectual Property included in the Collateral which is protected under non-U.S. lawpossessory Collateral. (b) Each of the Mortgages is Mortgages, when executed and delivered, will be effective to create in favor of the Administrative Agent, for the ratable benefit of the LendersSecured Parties, a legal, valid and enforceable Lien lien on the Mortgaged Properties Material Real Property described therein and proceeds thereofsuch security interests will constitute, upon such Mortgage being and when the Mortgages are filed recorded in the offices specified appropriate filing offices, first priority liens on Schedule 4.19(b)such Material Real Property, each such Mortgage shall constitute a fully perfected Lien on, and security interest in, all right, title and interest subject only to the existence of Liens as permitted by Section 7.01. (c) As of the Loan Parties in the Mortgaged Properties and the proceeds thereof, as security for the Obligations (as defined in the relevant Mortgage), in each case prior and superior in right to any other Person. Schedule 1.1B-1 lists, as of the Closing Amendment Effective Date, each parcel of owned real property located in there is no Specified Indebtedness (other than the United States Secured Obligations constituting Specified Indebtedness) secured by Liens on Principal Property or Specified Capital Stock and held by the Borrower or any of its Subsidiaries and Schedule 1.1B-2 lists, as of the Closing Date, each leasehold interest in real property located in the United States and held by the Borrower or any of its Subsidiaries where the applicable lease agreement does not require the consent of the landlord thereunder to the granting of a leasehold mortgage by the lessee thereunder. Schedule 1.1B-3 lists, as of the Closing Date, each leasehold interest in real property located in the United States and held by the Borrower or any of its Subsidiaries where the applicable lease agreement requires the consent of the landlord thereunder to the granting of a leasehold mortgage by the lessee thereunderIndebtedness.

Security Documents. (a) The US Guarantee and Collateral Agreement is effective to create in favor of the Administrative Agent, for the benefit of the Lenders, a legal, valid and enforceable security interest in the Collateral described therein (and proceeds thereof) of the type in which a security interest can be created under Article 9 of the New York UCC (as defined in the US Guarantee and Collateral Agreement). In the case of the Pledged Stock defined in and described in the US Guarantee and Collateral Agreement, when stock certificates representing such Pledged Stock are delivered to the Administrative Agent, and in the case of the other Collateral described in the US Guarantee and Collateral Agreement, when financing statements and other filings specified on Schedule 4.19(a) in appropriate form are filed in the offices specified on Schedule 4.19(a), the Guarantee and Collateral Agreement Administrative Agent shall constitute have a fully perfected (with respect to Intellectual Property, to the extent such perfection and priority may be achieved by filings made in the U.S. Patent and Trademark Office and the U.S. Copyright Office) Lien on, and security interest in, all right, title and interest of the US Loan Parties in such Collateral and the proceeds thereofthereof (to the extent a security interest in such Collateral and any proceeds thereof can be perfected through the filing of financing statements in the offices specified on Schedule 4.19(a) as of the Closing Date, and through delivery of the Pledged Stock required to be delivered on the Closing Date), as security for the Obligations (as defined in the US Guarantee and Collateral Agreement), in each case prior and superior in right to any other Person (except, except (x) in the case of Collateral other than Pledged Stock, Liens permitted by Section 7.3); provided, however, that (i) the recordation of any trademark security agreement in the U.S. Patent and Trademark Office shall occur within three (3) months of the date of the Guarantee and Collateral Agreement; (ii) the recordation of any copyright security agreement shall occur within one (1) month of the date of the Guarantee and Collateral Agreement; (iii) subsequent recordations may be necessary to perfect the security interest in issued registrations and applications for Intellectual Property acquired after the date of the Guarantee and Collateral Agreement; 7.3 and (ivy) certain actions may be required in order to perfect the Lien in Intellectual Property included in the Collateral which is protected under non-U.S. for Liens having priority by operation of law). (b) Each of the Mortgages is effective to create in favor of the Administrative Agent, for the benefit of the Lenders, a legal, valid and enforceable Lien on the Mortgaged Properties described therein and proceeds thereof, and when the Mortgages are filed in the offices specified on Schedule 4.19(b), each such Mortgage shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the US Loan Parties in the Mortgaged Properties and the proceeds thereof, as security for the Obligations (as defined in the relevant Mortgage), in each case prior and superior in right to any other Person. Schedule 1.1B-1 1.1B lists, as of the Closing Date, (i) each parcel of owned real property located in the United States and held owned by the Parent Borrower or any of its Domestic Subsidiaries and Schedule 1.1B-2 lists, as of the Closing Date, (ii) each leasehold interest in real property located in the United States and held by the Parent Borrower or any of its Domestic Subsidiaries where that has a fair market value, in the applicable lease agreement does not require the consent reasonable opinion of the landlord thereunder Parent Borrower, in excess of $5,000,000. (c) The Canadian Guarantee and Collateral Agreement is, effective to create in favor of the Administrative Agent, for the benefit of the Lenders, a legal, valid and enforceable security interest (or hypothec, if applicable) in the Collateral described therein. In the case of the Pledged Stock described in the Canadian Guarantee and Collateral Agreement, when stock certificates representing such certificated Pledged Stock are delivered to the granting Administrative Agent, and in the case of the other Collateral described in the Canadian Guarantee and Collateral Agreement, when (i) financing statements and other filings specified on Schedule 4.19(c) in appropriate form are filed in the offices specified on Schedule 4.19(c), (ii) other actions specified on Schedule 4.19(c) are taken and (iii) all applicable filings are made in the Register of Personal and Moveable Real Rights in Québec, the Administrative Agent shall have a leasehold mortgage by fully perfected Lien on, and security interest (or hypothec, if applicable) in, all right, title and interest of the lessee thereunder. Schedule 1.1B-3 listsLoan Parties in such Collateral, as of security for the Closing Date, each leasehold interest in real property located Canadian Obligations (as defined in the United States Canadian Guarantee and held Collateral Agreement), in each case prior and superior in right to any other person (except, in the case of Collateral other than the Pledged Stock, Liens permitted by the Borrower or any of its Subsidiaries where the applicable lease agreement requires the consent of the landlord thereunder to the granting of a leasehold mortgage by the lessee thereunderSection 7.3).

Security Documents. (a) The Guarantee and Collateral Agreement Each of the Security Documents (other than the Mortgages) is effective to create in favor of the Administrative Agent, Agent for the benefit of the LendersSecured Parties, a legal, valid and enforceable security interest in the Collateral described therein and proceeds thereof. In the case of the (i) any Pledged Stock defined in and Equity as described in the Guarantee and Collateral AgreementSecurity Documents which is in certificated form, when stock any stock, membership or partnership unit certificates representing such Pledged Stock Equity are delivered to to, and in the possession of, the Administrative Agent, (ii) [Reserved], and in the case of (iii) the other Collateral described in the Guarantee and Collateral AgreementSecurity Documents, when financing statements and other filings specified on Schedule 4.19(a) in appropriate form are filed in the offices specified on Schedule 4.19(a)3.19, the Guarantee and Collateral Agreement shall constitute a fully perfected (with respect to Intellectual Property, to the extent such perfection and priority may be achieved by filings made in the U.S. Patent and Trademark Office and the U.S. Copyright Office) Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral and the proceeds thereof, as security for the Obligations (as defined in the Guarantee and Collateral Agreement), in each case prior and superior in right to any other Person (except, in the case of Collateral other than Pledged Stock, Liens permitted by Section 7.3); provided, however, that (i) the recordation of any trademark security agreement in the U.S. Patent and Trademark Office shall occur within three (3) months of the date of the Guarantee and Collateral Agreement; (ii) the recordation of any copyright security agreement shall occur within one (1) month of the date of the Guarantee and Collateral Agreement; (iii) subsequent recordations may be necessary to perfect the security interest in issued registrations and applications for Intellectual Property acquired after the date of the Guarantee and Collateral Agreement; and (iv) certain actions may be required in order to perfect the Lien in Intellectual Property included in the Collateral which is protected under non-U.S. law. (b) Each of the Mortgages is effective to create created in favor of the Administrative Agent, Agent for the benefit of the Lenders, a legal, valid Secured Parties in such Pledged Equity and enforceable Lien on the Mortgaged Properties described therein and proceeds thereof, and when the Mortgages are filed in the offices specified on Schedule 4.19(b), each such Mortgage other Collateral shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such Pledged Equity and other Collateral and the proceeds thereof, in which a security interest may be perfected by delivery to the Administrative Agent of such Pledged Equity or by filing a financing statement in the United States, as security for the Obligations, in each case prior and superior in right to any other Person (other than Persons holding Liens or other encumbrances or rights that are permitted by this Agreement to be incurred pursuant to Section 6.2). (b) When executed and delivered, each of the Mortgages is effective to create in favor of the Administrative Agent for the benefit of the Secured Parties, a legal, valid and enforceable Lien on the Mortgaged Properties described therein and proceeds thereof; and when the Mortgages are filed or published (or registered upon the relevant office of certificates of title in the case of Mortgaged Properties situated in Jamaica) in the offices specified on Schedule 3.19 (in the case of the Mortgages to be executed and delivered on the date hereof or pursuant to Section 5.12) or in the title or recording office of the applicable jurisdiction in which the subject real property is located (in the case of any Mortgage to be executed and delivered pursuant to Section 5.10(a)), each Mortgage shall constitute a fully perfected (and in the case of the Mortgaged Properties located in Jamaica, legally registered) Lien on, and security interest in, all right, title and interest of the applicable party to the Mortgage in the Mortgaged Properties described therein and the proceeds thereof, as security for the Obligations (as defined in the relevant Mortgage), in each case prior and superior in right to any other Person. Schedule 1.1B-1 lists, as of the Closing Date, each parcel of owned real property located in the United States and held Person (other than Persons holding Liens or other encumbrances or rights permitted by the Borrower or any of its Subsidiaries and Schedule 1.1B-2 lists, as of the Closing Date, each leasehold interest in real property located in the United States and held by the Borrower or any of its Subsidiaries where the applicable lease agreement does not require the consent of the landlord thereunder this Agreement to the granting of a leasehold mortgage by the lessee thereunder. Schedule 1.1B-3 lists, as of the Closing Date, each leasehold interest in real property located in the United States and held by the Borrower or any of its Subsidiaries where the applicable lease agreement requires the consent of the landlord thereunder be incurred pursuant to the granting of a leasehold mortgage by the lessee thereunderSection 6.3).

Security Documents. (a) The Guarantee Each Lender hereby authorizes and Collateral Agreement is effective to create in favor of the Administrative Agent, for the benefit of the Lenders, a legal, valid and enforceable security interest in directs the Collateral described therein Agent to execute and proceeds thereof. In the case of the Pledged Stock defined in and described in the Guarantee and Collateral Agreement, when stock certificates representing such Pledged Stock are delivered to the Administrative Agent, and in the case of the other Collateral described in the Guarantee and Collateral Agreement, when financing statements and other filings specified on Schedule 4.19(a) in appropriate form are filed in the offices specified on Schedule 4.19(a), deliver the Guarantee and Collateral Agreement shall constitute and each other Security Document. Each Lender, by executing and delivering this Agreement, acknowledges receipt of a fully perfected copy of the Guarantee and Collateral Agreement and approves and agrees to be bound by and to act in accordance with the terms and conditions of the Guarantee and Collateral Agreement and each other Security Document, specifically including (with respect to Intellectual Property, to i) the extent such perfection provisions of Article VI of the Guarantee and priority may be achieved by filings made in Collateral Agreement (governing the U.S. Patent and Trademark Office exercise of remedies under the Security Documents and the U.S. Copyright Office) Lien on, and security interest in, all right, title and interest distribution of the Loan proceeds realized from such exercise), (ii) the provisions of Article VIII of the Guarantee and Collateral Agreement (governing the manner in which acts of the Secured Parties in such Collateral are to be evidenced and the proceeds thereof, as security for manner in which the amounts of the Obligations and the other Obligations (as defined in the Guarantee and Collateral Agreement) are to be determined at any time), in each case prior and superior in right to any other Person (except, in the case of Collateral other than Pledged Stock, Liens permitted by Section 7.3); provided, however, that (iiii) the recordation provisions of any trademark security agreement in the U.S. Patent Articles IX and Trademark Office shall occur within three (3) months of the date X of the Guarantee and Collateral Agreement; Agreement (iirelating to the duties and responsibilities of the Collateral Agent and providing for the indemnification and the reimbursement of expenses of the Collateral Agent by the Lenders), (iv) the recordation provisions of any copyright security agreement shall occur within one (1) month of the date Article XI of the Guarantee and Collateral Agreement; Agreement (iiiproviding for the subordination of certain Junior Liens (as defined therein) subsequent recordations may be necessary in favor of the Secured Parties to perfect the security interest in issued registrations Applicable Senior Liens (as defined therein)) and applications for Intellectual Property acquired after (v) the date provisions of Section 13.13 of the Guarantee and Collateral Agreement; Agreement (providing for releases of Guarantees of and (iv) certain actions may be required in order to perfect Collateral securing the Lien in Intellectual Property included in Obligations). Each party hereto further agrees that the Collateral which is protected under non-U.S. law. (b) Each foregoing provisions of the Mortgages is effective Guarantee and Collateral Agreement shall apply to create in favor of the Administrative Agent, for the benefit of the Lenders, a legal, valid and enforceable Lien on the Mortgaged Properties described therein and proceeds thereof, and when the Mortgages are filed in the offices specified on Schedule 4.19(b), each such Mortgage shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in the Mortgaged Properties and the proceeds thereof, as security for the Obligations (as defined in the relevant Mortgage), in each case prior and superior in right to any other Person. Schedule 1.1B-1 lists, as of the Closing Date, each parcel of owned real property located in the United States and held by the Borrower or any of its Subsidiaries and Schedule 1.1B-2 lists, as of the Closing Date, each leasehold interest in real property located in the United States and held by the Borrower or any of its Subsidiaries where the applicable lease agreement does not require the consent of the landlord thereunder to the granting of a leasehold mortgage by the lessee thereunder. Schedule 1.1B-3 lists, as of the Closing Date, each leasehold interest in real property located in the United States and held by the Borrower or any of its Subsidiaries where the applicable lease agreement requires the consent of the landlord thereunder to the granting of a leasehold mortgage by the lessee thereunderSecurity Document.

Security Documents. The Administrative Agent shall have received the Security Agreement, the Pledge Agreement, Parent Guarantee Agreement and Subsidiary Guarantee Agreement, duly executed and delivered by the respective Loan Parties party thereto, together with the following: (ai) The Guarantee and Collateral Agreement is effective to create in favor all certificates representing all the outstanding shares of Equity Interests of the Administrative Agent, for the benefit Borrower and each Subsidiary owned by or on behalf of any Loan Party as of the Lenders, a legal, valid Closing Date and enforceable security interest in required to be pledged under the Collateral described therein and proceeds thereof. In the case of the Pledged Stock defined in and described in the Guarantee and Collateral Agreement, when Pledge Agreement (except that stock certificates representing such Pledged Stock are delivered shares of common stock of a Foreign Subsidiary that is a CFC may be limited to the Administrative Agent, and in the case 66% of the other Collateral described in the Guarantee and Collateral Agreement, when financing statements and other filings specified on Schedule 4.19(a) in appropriate form are filed in the offices specified on Schedule 4.19(aoutstanding shares of common stock of such first-tier Foreign Subsidiary), the Guarantee and Collateral Agreement shall constitute a fully perfected (with respect to Intellectual Property, to the extent such perfection and priority may be achieved by filings made in the U.S. Patent and Trademark Office and the U.S. Copyright Office) Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral and the proceeds thereof, as security for the Obligations (as defined in the Guarantee and Collateral Agreement), in each case prior and superior in right promissory notes evidencing intercompany Indebtedness owed to any other Person (except, in the case of Collateral other than Pledged Stock, Liens permitted by Section 7.3); provided, however, that (i) the recordation of any trademark security agreement in the U.S. Patent and Trademark Office shall occur within three (3) months of the date of the Guarantee and Collateral Agreement; (ii) the recordation of any copyright security agreement shall occur within one (1) month of the date of the Guarantee and Collateral Agreement; (iii) subsequent recordations may be necessary to perfect the security interest in issued registrations and applications for Intellectual Property acquired after the date of the Guarantee and Collateral Agreement; and (iv) certain actions may be required in order to perfect the Lien in Intellectual Property included in the Collateral which is protected under non-U.S. law. (b) Each of the Mortgages is effective to create in favor of the Administrative Agent, for the benefit of the Lenders, a legal, valid and enforceable Lien on the Mortgaged Properties described therein and proceeds thereof, and when the Mortgages are filed in the offices specified on Schedule 4.19(b), each such Mortgage shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in the Mortgaged Properties and the proceeds thereof, as security for the Obligations (as defined in the relevant Mortgage), in each case prior and superior in right to any other Person. Schedule 1.1B-1 lists, Party as of the Closing Date, each parcel and stock powers and instruments of transfer, endorsed in blank, with respect to such stock certificates and promissory notes; (ii) all documents and instruments, including Uniform Commercial Code financing statements and Intellectual Property Security Agreements, required by law or reasonably requested by the Administrative Agent to be filed, registered or recorded to create or perfect the Liens on the Collateral owned real property located or to be acquired on or before the Closing Date and intended to be created under the Security Agreement and the Pledge Agreement; (iii) a completed Perfection Certificate dated the Closing Date and signed by an executive officer or Financial Officer of the Borrower, together with all attachments contemplated thereby, including the results of a search of the Uniform Commercial Code (or equivalent) filings made with respect to the Loan Parties, in the United States and held jurisdictions contemplated by the Borrower or any of its Subsidiaries Perfection Certificate and Schedule 1.1B-2 lists, as copies of the Closing Date, each leasehold interest in real property located in the United States financing statements (or similar documents) disclosed by such search and held by the Borrower or any of its Subsidiaries where the applicable lease agreement does not require the consent of the landlord thereunder evidence reasonably satisfactory to the granting Administrative Agent that the Liens indicated by such financing statements (or similar documents) are permitted by Section 6.02 or have been released; and (iv) except as set forth in Section 5.17, evidence that all other actions that the Administrative Agent may deem necessary or desirable in order to perfect and protect the first priority liens and security interests created under the Security Agreement and the Pledge Agreement has been taken (including, without limitation, receipt of a leasehold mortgage by the lessee thereunder. Schedule 1.1B-3 lists, as of the Closing Date, each leasehold interest in real property located in the United States and held by the Borrower or any of its Subsidiaries where the applicable lease agreement requires the consent of the landlord thereunder to the granting of a leasehold mortgage by the lessee thereunderduly executed payoff letters).

Security Documents. (a) The Guarantee and Collateral Agreement is effective to create in favor of the Administrative AgentCollateral Trustee, for the ratable benefit of the LendersSecured Parties, a legal, valid valid, binding and enforceable security interest in the Collateral described therein and proceeds thereof. In thereof (other than money not constituting identifiable proceeds of any Collateral), subject to applicable insolvency, bankruptcy, reorganization, moratorium, fraudulent transfer and other laws now or hereafter in effect generally affecting rights of creditors and (including with respect to specific performance) principles of equity, whether considered in a proceeding in equity or in law and to the discretion of the court before which any proceeding therefor may be brought, and (i) in the case of the Pledged Stock defined in and described in Securities, upon the Guarantee and Collateral Agreement, earlier of (A) when stock certificates representing such Pledged Stock Securities are delivered to the Administrative Agent, Collateral Trustee and in the case of the other Collateral described in the Guarantee and Collateral Agreement, (B) when financing statements and other filings specified on Schedule 4.19(a) in appropriate form are filed in the offices specified on Schedule 4.19(a3.19(a), (ii) in the case of Deposit Accounts not constituting Excluded Perfection Assets or Counterparty Accounts, by the execution and delivery of control agreements providing for “control” as described in Section 9-104 of the UCC, (iii) in the case of Securities Accounts not constituting Excluded Perfection Assets or Counterparty Accounts, upon the earlier of (A) the filing of financing statements in the offices specified on Schedule 3.19(a) and (B) the execution and delivery of control agreements providing for “control” as described in Section 9-106 of the UCC and (iv) in the case of all other Collateral described therein (other than Excluded Perfection Assets, Intellectual Property Collateral, money not credited to a Deposit Account or letter of credit rights not constituting supporting obligations), when financing statements in appropriate form are filed in the offices specified on Schedule 3.19(a), the Guarantee and Collateral Agreement shall constitute a fully perfected (with respect to Intellectual Property, to the extent such perfection and priority may be achieved by filings made in the U.S. Patent and Trademark Office and the U.S. Copyright Office) Lien on, and security interest in, all right, title and interest of the Loan Secured Parties in such Collateral and the proceeds thereof, as security for the Guaranteed Obligations hereunder, in each case prior and superior to the rights of any other Person (as defined except, in the Guarantee case of all Collateral other than Pledged Securities in the possession of the Collateral Trustee, with respect to Permitted Liens, and in respect of Pledged Securities in the possession of the Collateral AgreementTrustee, the Permitted Liens set forth in clause (g) of the definition thereof and with respect to any other Priority Lien Obligations). (b) Each Intellectual Property Security Agreement is effective to create in favor of the Collateral Trustee, for the ratable benefit of the Secured Parties, a legal, valid, binding and enforceable security interest in the Intellectual Property Collateral described therein and proceeds thereof (other than money not constituting identifiable proceeds of any Intellectual Property Collateral), subject to applicable insolvency, bankruptcy, reorganization, moratorium, fraudulent transfer and other laws now or hereafter in effect generally affecting rights of creditors and (including with respect to specific performance) principles of equity, whether considered in a proceeding in equity or in law and to the discretion of the court before which any proceeding therefor may be brought. When each Intellectual Property Security Agreement is filed in the United States Patent and Trademark Office and the United States Copyright Office, respectively, together with financing statements in appropriate form filed in the offices specified in Schedule 3.19(a), in each case within the time period prescribed by applicable law, such Intellectual Property Security Agreement shall constitute a fully perfected Lien on, and security interest in (if and to the extent perfection may be achieved by such filings), all right, title and interest of the grantors thereunder in the Intellectual Property Collateral, as security for the Guaranteed Obligations hereunder, in each case prior and superior in right to any other Person (except, except with respect to Permitted Liens) (it being understood that subsequent recordings in the case of Collateral other than Pledged Stock, Liens permitted by Section 7.3); provided, however, that (i) the recordation of any trademark security agreement in the U.S. United States Patent and Trademark Office shall occur within three (3) months of and the date of the Guarantee and Collateral Agreement; (ii) the recordation of any copyright security agreement shall occur within one (1) month of the date of the Guarantee and Collateral Agreement; (iii) subsequent recordations United States Copyright Office may be necessary to perfect the security interest in issued a Lien on registered trademarks, trademark applications, patents, patent applications, copyright registrations and copyright applications for Intellectual Property acquired by the grantors after the date of the Guarantee and Collateral Agreement; and (iv) certain actions may be required in order to perfect the Lien in Intellectual Property included in the Collateral which is protected under non-U.S. lawClosing Date). (bc) Each of the Mortgages is effective to create in favor of the Administrative AgentCollateral Trustee, for the ratable benefit of the LendersSecured Parties, a legal, valid valid, binding, subsisting and enforceable Lien on on, and security interest in all of the Loan Parties’ right, title and interest in and to the Mortgaged Properties Property described therein and proceeds thereofthereof (other than money not constituting identifiable proceeds of any Mortgaged Property), subject to applicable insolvency, bankruptcy, reorganization, moratorium, fraudulent transfer and other laws now or hereafter in effect generally affecting rights of creditors and (including with respect to specific performance) principles of equity, whether considered in a proceeding in equity or in law, and when to the discretion of the court before which any proceeding therefor may be brought. When the Mortgages are filed in the offices specified on Schedule 4.19(b3.19(c), each such Mortgage shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties grantors thereof in the such Mortgaged Properties Property and the proceeds thereof, as security for the Guaranteed Obligations (as defined in the relevant Mortgage)hereunder, in each case prior and superior in right to any other Person. Schedule 1.1B-1 listsPerson (except the Permitted Liens set forth in clauses (e), as (f), (g), (h), (i), (j) (solely with respect to Permitted Refinancing Indebtedness refinancing Indebtedness secured by a Permitted Lien set forth in clause (e), (g), (h), (i), (m) or (o) of the Closing Datedefinition thereof), each parcel (m), (o) and (x) of owned real property located in the United States definition thereof and held by with respect to any other Priority Lien Obligations). Notwithstanding any other provision of this Agreement or any other Loan Document, the Borrower or any of its Subsidiaries and Schedule 1.1B-2 lists, as of the Closing Date, each leasehold interest in real property located in the United States and held by the Borrower or any of its Subsidiaries where the applicable lease agreement does not require the consent of the landlord thereunder and shall not make any representation or warranty under this Section 3.19 during or related to the granting of a leasehold mortgage by the lessee thereunder. Schedule 1.1B-3 lists, as of the Closing Date, each leasehold interest in real property located in the United States and held by the Borrower or any of its Subsidiaries where the applicable lease agreement requires the consent of the landlord thereunder to the granting of a leasehold mortgage by the lessee thereunderCollateral Release Period.

Security Documents. The Lender shall have received executed counterparts of each Security Document (a) The Guarantee other than the Landlord Consent and Collateral the Account Control Agreement is effective with respect to create in favor the investment accounts of the Administrative AgentBorrower) and each other applicable Loan Document, for the benefit dated as of the Lendersdate hereof, a legalduly executed and delivered by each Obligor, valid and enforceable security interest in the Collateral described therein and proceeds thereof. In the case together with: (i) delivery of the Pledged Stock defined in and described in the Guarantee and Collateral Agreement, when stock all certificates representing such Pledged Stock are delivered to the Administrative Agent, and (in the case of the other Collateral described in the Guarantee and Collateral Agreement, when financing statements and other filings specified on Schedule 4.19(a) in appropriate form Equity Interests that are filed in the offices specified on Schedule 4.19(a), the Guarantee and Collateral Agreement shall constitute a fully perfected (with respect to Intellectual Property, to the extent such perfection and priority may be achieved by filings made in the U.S. Patent and Trademark Office and the U.S. Copyright Office) Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral and the proceeds thereof, as security for the Obligations securities (as defined in the Guarantee NYUCC)) evidencing the issued and Collateral outstanding Equity Interests owned by each Obligor that are required to be pledged under the Security Agreement), which certificates in each case prior and superior shall be accompanied by undated instruments of transfer duly executed in right to any other Person (exceptblank, or, in the case of Collateral other than Pledged Stock, Liens permitted by Section 7.3); provided, however, Equity Interests that (i) the recordation of any trademark security agreement in the U.S. Patent and Trademark Office shall occur within three (3) months of the date of the Guarantee and Collateral Agreement; (ii) the recordation of any copyright security agreement shall occur within one (1) month of the date of the Guarantee and Collateral Agreement; (iii) subsequent recordations may be necessary to perfect the security interest in issued registrations and applications for Intellectual Property acquired after the date of the Guarantee and Collateral Agreement; and (iv) certain actions may be required in order to perfect the Lien in Intellectual Property included in the Collateral which is protected under non-U.S. law. (b) Each of the Mortgages is effective to create in favor of the Administrative Agent, for the benefit of the Lenders, a legal, valid and enforceable Lien on the Mortgaged Properties described therein and proceeds thereof, and when the Mortgages are filed in the offices specified on Schedule 4.19(b), each such Mortgage shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in the Mortgaged Properties and the proceeds thereof, as security for the Obligations uncertificated securities (as defined in the relevant MortgageNYUCC), confirmation and evidence reasonably satisfactory to the Lender that the security interest required to be pledged therein under the Security Agreement has been transferred to and perfected by the Secured Parties in each case prior accordance with Articles 8 and superior in right to any other Person. Schedule 1.1B-1 lists, as 9 of the Closing DateNYUCC and all Laws otherwise applicable to the perfection of the pledge of such Equity Interests; (ii) financing statements suitable in form for naming each Obligor as a debtor and the Collateral Agent as the secured party, each parcel or other similar instruments or documents to be filed under the UCC of owned real property located all jurisdictions as may be necessary or, in the United States and held by the Borrower or any of its Subsidiaries and Schedule 1.1B-2 lists, as opinion of the Closing DateCollateral Agent, each leasehold interest desirable to perfect the security interests of the Secured Parties pursuant to the Security Agreement; (iii) UCC-3 termination statements, if any, necessary to release all Liens and other rights of any Person in real property located any collateral described in the United States Security Agreement previously granted by any Person; (iv) evidence that all deposit accounts, lockboxes, disbursement accounts, investment accounts or other similar accounts of each Obligor (other than Excluded Deposit Accounts and held by the Borrower or any of its Subsidiaries where the applicable lease agreement does not require the consent investment accounts of the landlord thereunder Borrower) are Controlled Accounts; and (v) evidence that all such Controlled Accounts are subject to the granting of a leasehold mortgage by the lessee thereunder. Schedule 1.1B-3 lists, as of the Closing Date, each leasehold interest in real property located in the United States and held by the Borrower one or any of its Subsidiaries where the applicable lease agreement requires the consent of the landlord thereunder to the granting of a leasehold mortgage by the lessee thereundermore Account Control Agreements.

Security Documents. (ai) The Guarantee and Collateral Agreement is Security Documents are effective to create in favor of the Administrative Agent, Agent for the benefit of the LendersSecured Parties referred to therein, a legal, valid and enforceable security interest (except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, or similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law) and the implied covenants of good faith and fair dealing) in the Collateral described therein and (including any proceeds thereofof any item of Collateral) to the extent required by the Security Documents. In the case of (i) the Pledged Stock defined in and Securities described in the Guarantee and Collateral Security Agreement, when any stock certificates or notes, as applicable, representing such Pledged Stock Securities are delivered to the Administrative Agent, Agent (or held in trust therefore by any gratuitous bailee pursuant to the terms of the Subordination Agreement) and in the case of (ii) the other Collateral described in the Guarantee and Collateral AgreementSecurity Documents, when financing statements and other filings specified on Schedule 4.19(a) in appropriate form are filed filed, within the time periods (if any) required by applicable law, in the offices specified on Schedule 4.19(a)5.17 (which financing statements have been duly completed and executed (as applicable) and delivered to the Agent) and such other filings as are specified on Schedule 5.17 are made, the Guarantee and Collateral Agreement Agent shall constitute have a fully perfected (with respect to Intellectual Property, to the extent such perfection and priority may be achieved by filings made in the U.S. Patent and Trademark Office and the U.S. Copyright Office) Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral (including any proceeds of any item of Collateral) (to the extent a security interest in such Collateral can be perfected through the filing of financing statements in the offices specified on Schedule 5.17 and the proceeds thereoffilings specified on Schedule 5.17, and through the delivery of the Pledged Securities required to be delivered on the Closing Date), as security for the Obligations (as defined in the Guarantee and Collateral Agreement), in each case prior and superior in right to any other Person (except, in the case of Collateral other than Pledged Stock, Liens permitted by Section 7.3); provided, however, that (i) the recordation of any trademark security agreement in the U.S. Patent and Trademark Office shall occur within three (3) months of the date of the Guarantee and Collateral Agreement; Obligations. (ii) Upon the recordation execution and delivery of any copyright security agreement Mortgage to be executed and delivered pursuant to Section 6.11(b), such Mortgage shall occur within one (1) month of the date of the Guarantee and Collateral Agreement; (iii) subsequent recordations may be necessary to perfect the security interest in issued registrations and applications for Intellectual Property acquired after the date of the Guarantee and Collateral Agreement; and (iv) certain actions may be required in order to perfect the Lien in Intellectual Property included in the Collateral which is protected under non-U.S. law. (b) Each of the Mortgages is effective to create in favor of the Administrative Agent, Agent for the benefit of the Lenders, Secured Parties a legal, valid and enforceable Lien on the Mortgaged Properties mortgaged property described therein and proceeds thereof, ; and when the Mortgages are such Mortgage is filed in the offices specified on Schedule 4.19(b)recording office designated by the Borrower, each such Mortgage shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in the Mortgaged Properties such mortgaged property and the proceeds thereof, as security for the Obligations (as defined in the relevant Mortgage), in each case prior and superior in right to any other Person. Schedule 1.1B-1 listsPerson (subject to the Subordination Agreement), as of the Closing Date, each parcel of owned real property located in the United States and held Liens permitted by Section 7.01 or other encumbrances or rights permitted by the Borrower or any of its Subsidiaries and Schedule 1.1B-2 lists, as of the Closing Date, each leasehold interest in real property located in the United States and held by the Borrower or any of its Subsidiaries where the applicable lease agreement does not require the consent of the landlord thereunder to the granting of a leasehold mortgage by the lessee thereunder. Schedule 1.1B-3 lists, as of the Closing Date, each leasehold interest in real property located in the United States and held by the Borrower or any of its Subsidiaries where the applicable lease agreement requires the consent of the landlord thereunder to the granting of a leasehold mortgage by the lessee thereunderrelevant Mortgage).

Security Documents. (a) The Guarantee When executed and Collateral Agreement is delivered, the Pledge Agreements will be effective to create in favor of the Administrative Agent, Collateral Agent for the benefit of the LendersSecured Creditors, a legal, legal and valid and enforceable security interest interests in the Collateral described therein and proceeds thereof. In the case of the Pledged Stock defined in and Securities to the extent represented by certificated securities (the “Certificated Pledged Stock”) described in the Guarantee and Collateral AgreementPledge Agreements, when stock certificates representing such Certificated Pledged Stock are delivered to the Administrative Collateral Agent, and in the case of the other Collateral described in the Guarantee and Collateral AgreementPledge Agreements, when financing statements and other filings specified on Schedule 4.19(a) 6.11 in appropriate form are filed in the offices specified on Schedule 4.19(a)6.11 and Borrowers receive proceeds of the Loans on the Initial Borrowing Date, each of the Guarantee and Collateral Agreement Pledge Agreements shall constitute a fully perfected Lien (with respect to Intellectual Property, to the extent such perfection and priority may Lien can be achieved perfected by filings made in filing, recording, registration or, with respect to the U.S. Patent and Trademark Office and the U.S. Copyright OfficeCertificated Pledged Stock, possession) Lien on, and security interest in, all right, title and interest of the Loan Credit Parties in such Collateral and the proceeds thereof, as security for the Obligations (as defined in the Guarantee and Collateral AgreementPledge Agreements), in each case prior and superior in right to any other Person (except, in the case of Collateral other than Certificated Pledged Stock, Liens permitted by Section 7.38.1, and only to the extent that priority can be obtained by filing); provided, however, that (i) the recordation of any trademark security agreement in the U.S. Patent and Trademark Office shall occur within three (3) months of the date of the Guarantee and Collateral Agreement; (ii) the recordation of any copyright security agreement shall occur within one (1) month of the date of the Guarantee and Collateral Agreement; (iii) subsequent recordations may be necessary to perfect the security interest in issued registrations and applications for Intellectual Property acquired after the date of the Guarantee and Collateral Agreement; and (iv) certain actions may be required in order to perfect the Lien in Intellectual Property included in the Collateral which is protected under non-U.S. law. (b) Each In the case of the Mortgages is effective to create Pledged Securities described in favor of the Administrative Agentany Other Pledge Agreement, for the benefit of the Lenderswhen stock certificates (and, as required by French law, a legal, valid duly signed statement of pledge (déclaration ▇▇ ▇▇▇▇)) are delivered to Collateral Agent if any are issued immediately and enforceable Lien on the Mortgaged Properties described all other conditions required therein and proceeds thereof, and when the Mortgages are filed in the offices specified on Schedule 4.19(b)met, each such Mortgage Other Pledge Agreement and signed statement of pledge shall constitute a fully perfected (to the extent such concept exists in the relevant jurisdiction) Lien on, and security interest in, all right, title and interest of the Loan Credit Parties in the Mortgaged Properties such Pledged Securities and the proceeds thereof, as security for the Obligations (as defined in the relevant Mortgagesuch Other Pledge Agreement), in each case prior and superior in right to any other Person. Schedule 1.1B-1 lists, as of the Closing Date, each parcel of owned real property located in the United States and held Person except Liens permitted by the Borrower or any of its Subsidiaries and Schedule 1.1B-2 lists, as of the Closing Date, each leasehold interest in real property located in the United States and held by the Borrower or any of its Subsidiaries where the applicable lease agreement does not require the consent of the landlord thereunder to the granting of a leasehold mortgage by the lessee thereunder. Schedule 1.1B-3 lists, as of the Closing Date, each leasehold interest in real property located in the United States and held by the Borrower or any of its Subsidiaries where the applicable lease agreement requires the consent of the landlord thereunder to the granting of a leasehold mortgage by the lessee thereunderSection 8.1.

Security Documents. (a) The Guarantee and Collateral Agreement is effective to create in favor of the Administrative Agent, Agent for the benefit of the LendersSecured Parties, a legal, valid and enforceable security interest in the Collateral described therein (including any proceeds of any item of Collateral); provided, that for purposes of this Section 4.17(a), Collateral shall be deemed to exclude any Deposit Accounts (as defined in the Guarantee and proceeds thereofCollateral Agreement). In the case of (i) the Pledged Stock defined in and Securities described in the Guarantee and Collateral Agreement, when any stock certificates or notes, as applicable, representing such Pledged Stock Securities are delivered to the Administrative Agent, Agent and in the case of (ii) the other Collateral described in the Guarantee and Collateral Agreement, when financing statements and other filings specified on Schedule 4.19(a) in appropriate form are filed in the offices specified on Schedule 4.19(a), 4.17 (which financing statements have been duly completed and executed (as applicable) and delivered to the Administrative Agent) and such other filings as are specified on Schedule 3 to the Guarantee and Collateral Agreement are made, the Collateral Agent shall constitute have a fully perfected (with respect to Intellectual Property, to the extent such perfection and first priority may be achieved by filings made in the U.S. Patent and Trademark Office and the U.S. Copyright Office) Lien on, and security interest in, all right, title and interest of the applicable Loan Parties in such Collateral (including any proceeds of any item of Collateral) (to the extent a security interest in such Collateral can be perfected through the filing of financing statements and the proceeds thereoffilings specified on Schedule 3 to the Guarantee and Collateral Agreement, and through the delivery of the Pledged Securities required to be delivered on the Closing Date), as security for the Obligations (as defined in the Guarantee and Collateral Agreement)Obligations, in each case prior and superior in right to any other Person (except, except (i) in the case of Collateral other than Pledged Stock, Liens permitted by Section 7.3); provided, however, that (iii) the recordation of any trademark security agreement in the U.S. Patent case of Collateral consisting of Pledged Shares, Liens permitted by Section 7.3(g) to the extent securing Indebtedness expressly permitted by Section 7.2(u) and Trademark Office shall occur within three (3iii) months Liens having priority by operation of law) to the date of extent required by the Guarantee and Collateral Agreement; (ii) the recordation of any copyright security agreement shall occur within one (1) month of the date of the Guarantee and Collateral Agreement; (iii) subsequent recordations may be necessary to perfect the security interest in issued registrations and applications for Intellectual Property acquired after the date of the Guarantee and Collateral Agreement; and (iv) certain actions may be required in order to perfect the Lien in Intellectual Property included in the Collateral which is protected under non-U.S. law. (b) Each Upon the execution and delivery of the Mortgages is any Mortgage to be executed and delivered pursuant to Sections 6.8(b) and 6.11, such Mortgage shall be effective to create in favor of the Administrative Agent, Agent for the benefit of the Lenders, Secured Parties a legal, valid and enforceable Lien on the Mortgaged Properties mortgaged property described therein and proceeds thereof, ; and when the Mortgages are such Mortgage is filed in the offices specified on Schedule 4.19(b)recording office designated by the Borrower, each such Mortgage shall constitute a fully perfected first priority Lien on, and security interest in, all right, title and interest of the applicable Loan Parties in the Mortgaged Properties such mortgaged property and the proceeds thereof, as security for the Obligations (as defined in the relevant Mortgage), in each case prior and superior in right to any other Person. Schedule 1.1B-1 lists, as of the Closing Date, each parcel of owned real property located in the United States and held Person (other than Liens permitted by Section 7.3 or other encumbrances or rights permitted by the Borrower or any of its Subsidiaries and Schedule 1.1B-2 lists, as of the Closing Date, each leasehold interest in real property located in the United States and held by the Borrower or any of its Subsidiaries where the applicable lease agreement does not require the consent of the landlord thereunder to the granting of a leasehold mortgage by the lessee thereunder. Schedule 1.1B-3 lists, as of the Closing Date, each leasehold interest in real property located in the United States and held by the Borrower or any of its Subsidiaries where the applicable lease agreement requires the consent of the landlord thereunder to the granting of a leasehold mortgage by the lessee thereunderrelevant Mortgage).

Security Documents. (a) The Guarantee and Collateral Agreement is provisions of each Security Document are effective to create in favor of the Administrative Agent, Agent for the benefit of the Lenders, Administrative Agent and the Lenders a legal, valid and enforceable security interest in the Collateral described therein all right, title and proceeds thereof. In the case interest of the Pledged Stock defined in and described Loan Party thereto in the Guarantee and Collateral Agreement, when stock certificates representing such Pledged Stock are delivered to the Administrative Agent, and in the case of the other Collateral "Collateral" described in the Guarantee and Collateral Agreement, when therein. (a) When proper Uniform Commercial Code financing statements and other filings specified on Schedule 4.19(a) or amendments to Uniform Commercial Code financing statements previously filed in appropriate form are connection with this Agreement have been filed in the offices specified on in the jurisdictions listed in Schedule 4.19(a)5.16, the Guarantee and Collateral security interest created by the Security Agreement shall constitute a fully perfected (with respect to Intellectual Property, to the extent such perfection and first priority may be achieved by filings made in the U.S. Patent and Trademark Office and the U.S. Copyright Office) Lien on, and security interest in, all right, title and interest of the Loan Parties Borrower in the "Collateral" described therein, which can be perfected by such Collateral and filing. (i) When certificates representing the proceeds thereof, as security for the Obligations Pledged Stock (as defined in the Guarantee and Collateral Pledge Agreement), in each case prior and superior in right ) are delivered to any other Person (except, in the case of Collateral other than Pledged Stock, Liens permitted by Section 7.3); provided, however, that (i) the recordation of any trademark security agreement in the U.S. Patent and Trademark Office shall occur within three (3) months of the date of the Guarantee and Collateral Agreement; (ii) the recordation of any copyright security agreement shall occur within one (1) month of the date of the Guarantee and Collateral Agreement; (iii) subsequent recordations may be necessary to perfect the security interest in issued registrations and applications for Intellectual Property acquired after the date of the Guarantee and Collateral Agreement; and (iv) certain actions may be required in order to perfect the Lien in Intellectual Property included in the Collateral which is protected under non-U.S. law. (b) Each of the Mortgages is effective to create in favor of the Administrative Agent, for the benefit together with stock powers endorsed in blank by a duly authorized officer of the Lenders, a legal, valid and enforceable Lien on the Mortgaged Properties described therein and proceeds pledgors thereof, and when the Mortgages are filed in security interest created by the offices specified on Schedule 4.19(b), each such Mortgage Pledge Agreement shall constitute a fully perfected first priority Lien on, and security interest in, all right, title and interest of the Loan Parties pledgors parties thereto in the Mortgaged Properties "Collateral" described therein. (ii) The Borrower does not own any property, or have any interest in any property, that is not subject to a fully perfected first priority Lien on, or security interest in, such property in favor of the Administrative Agent (for the benefit of the Administrative Agent and the proceeds thereofLenders), as security for the Obligations (as defined subject only to Liens permitted under Section 7.02 other than its ownership interests in the relevant Mortgage)Excluded Subsidiaries, in each case and, prior and superior in right to any other Person. Schedule 1.1B-1 lists, as of the Closing Date, each parcel of owned real property located in the United States and held by the Borrower or any of its Subsidiaries and Schedule 1.1B-2 lists, as of the Closing Date, each leasehold interest in real property located in the United States and held by the Borrower or any of its Subsidiaries where the applicable lease agreement does not require the consent of the landlord thereunder to the granting of a leasehold mortgage by the lessee thereunder. Schedule 1.1B-3 listsPermitted Securitization, as of the Closing Date, each leasehold interest in real property located in the United States Pinnacle Towers and held by the Borrower or any of its Subsidiaries where the applicable lease agreement requires the consent of the landlord thereunder to the granting of a leasehold mortgage by the lessee thereunderSubsidiaries.

Security Documents. (a) The Guarantee Pledge and Collateral Security Agreement is effective to create in favor of the Administrative Collateral Agent, for the benefit of the LendersSecured Parties, a legal, valid and enforceable security interest in the Collateral described therein and the proceeds thereof. In the case of (i) the Pledged Stock defined in and described in the Guarantee and Collateral AgreementStock, when stock certificates representing such Pledged Stock are delivered to the Administrative Collateral Agent together with stock powers duly endorsed in blank, (ii) the Pledged Notes, when the Pledged Notes endorsed in blank are delivered to the Collateral Agent, and (iii) security interests in the case of Investment Accounts that can be perfected by control, when the Depositary Agreement has been duly executed and delivered by the parties thereto, and (iv) security interests in the other Collateral described in the Guarantee Pledge and Collateral AgreementSecurity Agreement that can be perfected by the filing of financing statements under the UCC, when financing statements and other filings specified on Schedule 4.19(a4.29(a) in appropriate form are filed in the offices specified on Schedule 4.19(a4.29(a), the Guarantee Liens granted under the Pledge and Collateral Security Agreement shall constitute a fully perfected (with respect to Intellectual Property, to the extent such perfection and priority may be achieved by filings made in the U.S. Patent and Trademark Office and the U.S. Copyright Office) Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral and the proceeds thereof, as security for the Secured Obligations (as defined in the Guarantee Pledge and Collateral Security Agreement), in each case prior and superior in right to any other Person except (except, i) in the case of Collateral other than Pledged Stock, Liens permitted by Section 7.3); providedPermitted Liens, however, that (i) the recordation of any trademark security agreement in the U.S. Patent and Trademark Office shall occur within three (3) months of the date of the Guarantee and Collateral Agreement; or (ii) in the recordation case of any copyright security agreement shall occur within one Pledged Stock, Liens (1x) month arising pursuant to the limited liability company agreements, partnership agreements or other governing documents of the date of Loan Parties or applicable securities laws, (y) for taxes not yet due or delinquent or (z) arising pursuant to the Guarantee and Collateral Agreement; (iii) subsequent recordations may be necessary to perfect the security interest in issued registrations and applications for Intellectual Property acquired after the date of the Guarantee and Collateral Agreement; and (iv) certain actions may be required in order to perfect the Lien in Intellectual Property included in the Collateral which is protected under non-U.S. lawSecurity Documents. (b) Each When the Mortgages are executed in accordance with Section 6.11, each of the Mortgages is effective to create in favor of the Administrative Collateral Agent, for the benefit of the LendersSecured Parties, a legal, valid and enforceable Lien on the Mortgaged Properties real property interests described therein and the proceeds thereof, and when the such Mortgages are filed in the applicable offices specified on Schedule 4.19(b4.29(b), each such Mortgage shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties Borrower in the Mortgaged Properties and the proceeds thereof, as security for the Obligations (as defined in the relevant Mortgage), in each case prior and superior in right to any other Person. Schedule 1.1B-1 listsPerson except for Permitted Liens. (c) Notwithstanding anything herein (including this Section 4.29) or in any other Credit Document to the contrary, as the representations and/or warranties of the Closing DateLoan Parties as to the pledge or creation of any security interest, each parcel or the effects of owned real property located in perfection or non-perfection, the United States and held by the Borrower priority or enforceability of any of its Subsidiaries and Schedule 1.1B-2 lists, as of the Closing Date, each leasehold pledge or security interest in real property located in the United States and held by the Borrower or any of its Subsidiaries where made within thirty (30) days after the applicable lease agreement does not require the consent of the landlord thereunder Funding Date (whether on a Funding Date or on any other date within such period when any such representation or warranty is made) are made subject to the granting of a leasehold mortgage by the lessee thereunder. Schedule 1.1B-3 lists, as of the Closing Date, each leasehold interest in real property located in the United States and held by the Borrower or any of its Subsidiaries where the applicable lease agreement requires the consent of the landlord thereunder to the granting of a leasehold mortgage by the lessee thereunderLimited Conditionality Principles.

Security Documents. (a) The Guarantee and Collateral Agreement Each of the Pledge Agreements is effective to create in favor of the Administrative Agent, for the benefit of the Lenders, a legal, valid and enforceable security interest in the Pledged Securities described therein and proceeds thereof and, when the Pledged Notes described therein and stock certificates representing the Pledged Stock described therein are delivered to the Agent, each such Pledge Agreement shall constitute a fully perfected first priority Lien on, and security interest in, all right, title and interest of the relevant Loan Party in such Pledged Securities and the proceeds thereof, as security for the Obligations (as defined in the relevant Pledge Agreement), in each case prior and superior in right to any other Person. (b) Each of the Security Agreements is effective to create in favor of the Agent, for the benefit of the Lenders, a legal, valid and enforceable security interest in the Collateral described therein and proceeds thereof. In the case of the Pledged Stock defined in and described in the Guarantee and Collateral Agreement, when stock certificates representing such Pledged Stock are delivered to the Administrative Agent, and in the case of the other Collateral described in the Guarantee and Collateral Agreement, when financing statements and other filings specified on Schedule 4.19(a) in appropriate form are filed in the offices specified on Schedule 4.19(a3.19(b), the Guarantee and Collateral each such Security Agreement shall constitute a fully perfected (with respect to Intellectual Property, to the extent such perfection and priority may be achieved by filings made in the U.S. Patent and Trademark Office and the U.S. Copyright Office) Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral and the proceeds thereof, to the extent permitted under the Communications Act, as security for the Obligations (as defined in the Guarantee and Collateral relevant Security Agreement), in each case prior and superior in right to any other Person (exceptPerson, in the case of Collateral other than Pledged Stock, with respect to Liens expressly permitted by Section 7.3); provided, however, that (i) the recordation of any trademark security agreement in the U.S. Patent and Trademark Office shall occur within three (3) months of the date of the Guarantee and Collateral Agreement; (ii) the recordation of any copyright security agreement shall occur within one (1) month of the date of the Guarantee and Collateral Agreement; (iii) subsequent recordations may be necessary to perfect the security interest in issued registrations and applications for Intellectual Property acquired after the date of the Guarantee and Collateral Agreement; and (iv) certain actions may be required in order to perfect the Lien in Intellectual Property included in the Collateral which is protected under non-U.S. lawsubsection 6.3. (bc) Each of the Mortgages The Cash Collateral Agreement is effective to create in favor of the Administrative Agent, for the benefit of the Lenders, a legal, valid and enforceable Lien on security interest in the Mortgaged Properties Collateral described therein and proceeds thereof, and when the Mortgages are filed in the offices specified on Schedule 4.19(b), each such Mortgage Cash Collateral Agreement shall constitute a fully perfected first priority Lien on, and security interest in, all right, title and interest of the Loan Parties Borrower in the Mortgaged Properties such Collateral and the proceeds thereof, as security for the Obligations (as defined in the relevant Mortgage)Obligations, in each case prior and superior in right to any other Person. Schedule 1.1B-1 lists, as of the Closing Date, each parcel of owned real property located in the United States and held by the Borrower or any of its Subsidiaries and Schedule 1.1B-2 lists, as of the Closing Date, each leasehold interest in real property located in the United States and held by the Borrower or any of its Subsidiaries where the applicable lease agreement does not require the consent of the landlord thereunder to the granting of a leasehold mortgage by the lessee thereunder. Schedule 1.1B-3 lists, as of the Closing Date, each leasehold interest in real property located in the United States and held by the Borrower or any of its Subsidiaries where the applicable lease agreement requires the consent of the landlord thereunder to the granting of a leasehold mortgage by the lessee thereunder.

Security Documents. (a) The Guarantee and Collateral Agreement is effective to create in favor of the Administrative Collateral Agent, for the benefit of the LendersBank Facilities Secured Parties, a legal, valid and enforceable security interest in the Collateral described therein and proceeds thereof. In the case of the Pledged Stock defined in and described in the Guarantee and Collateral Agreement, when stock certificates representing such Pledged Stock are delivered to the Administrative Collateral Agent, and in the case of the other Collateral described in the Guarantee and Collateral AgreementAgreement in which a security interest can be perfected by the filing of a financing statement under the UCC, when financing statements and other filings specified on Schedule 4.19(a5.19(a) in appropriate form are filed in the offices specified on Schedule 4.19(a5.19(a), the Guarantee and Collateral Agreement shall constitute a fully perfected (with respect to Intellectual Property, to the extent such perfection and priority may be achieved by filings made in the U.S. Patent and Trademark Office and the U.S. Copyright Office) Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral and the proceeds thereof, as security for the Obligations (as defined in the Guarantee and Collateral Agreement), in each case prior and superior in right to any other Person (except, in the case of Collateral other than Pledged Stock, Liens permitted by Section 7.3); provided, however, that (i) subject to the recordation of any trademark security agreement in the U.S. Patent and Trademark Office shall occur within three (3) months terms of the date of the Guarantee and Collateral Intercreditor Agreement; (ii) the recordation of any copyright security agreement shall occur within one (1) month of the date of the Guarantee and Collateral Agreement; (iii) subsequent recordations may be necessary to perfect the security interest in issued registrations and applications for Intellectual Property acquired after the date of the Guarantee and Collateral Agreement; and (iv) certain actions may be required in order to perfect the Lien in Intellectual Property included in the Collateral which is protected under non-U.S. law. (b) Each of the Mortgages is effective to create in favor of the Administrative Collateral Agent, for the benefit of the LendersBank Facilities Secured Parties, a legal, valid and enforceable Lien on the Mortgaged Properties described therein and proceeds thereof, and when the Mortgages are filed in the offices specified on Schedule 4.19(b5.19(b), each such Mortgage shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in the Mortgaged Properties and the proceeds thereof, as security for the Obligations (as defined in the relevant Mortgage), in each case prior and superior in right to any other PersonPerson other than the Permitted Encumbrances and the Liens securing the Ford Loan as permitted under Section 7.3(i), subject to the terms of the Intercreditor Agreement. Schedule 1.1B-1 1.1B lists, as of the Closing Effective Date, each parcel of owned real property located in the United States and held by the Borrower Company or any of its Subsidiaries and Schedule 1.1B-2 liststhat has a value, as in the reasonable opinion of the Closing DateCompany, each leasehold interest in real property located in the United States and held by the Borrower or any excess of its Subsidiaries where the applicable lease agreement does not require the consent of the landlord thereunder to the granting of a leasehold mortgage by the lessee thereunder. Schedule 1.1B-3 lists, as of the Closing Date, each leasehold interest in real property located in the United States and held by the Borrower or any of its Subsidiaries where the applicable lease agreement requires the consent of the landlord thereunder to the granting of a leasehold mortgage by the lessee thereunder$5,000,000.

Security Documents. (a) The Guarantee and Collateral Agreement is Security Documents are effective to create in favor of the Administrative Agent, Agent for the benefit of the LendersSecured Parties referred to therein, a legal, valid and enforceable security interest (except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, or similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law) and the implied covenants of good faith and fair dealing) in the Collateral described therein and (including any proceeds thereofof any item of Collateral) to the extent required by the Security Documents. In the case of (i) the Pledged Stock defined in and Securities described in the Guarantee and Collateral Security Agreement, when any stock certificates or notes, as applicable, representing such Pledged Stock Securities are delivered to the Administrative Agent, Term Agent (as agent for the Agent pursuant to the Intercreditor Agreement) and in the case of (ii) the other Collateral described in the Guarantee and Collateral AgreementSecurity Documents, when financing statements and other filings specified on Schedule 4.19(a) in appropriate form are filed filed, within the time periods (if any) required by applicable law, in the offices specified on Schedule 4.19(a)5.17 (which financing statements have been duly completed and executed (as applicable) and delivered to the Agent) and such other filings as are specified on Schedule 5.17 are made, the Guarantee and Collateral Agreement Agent shall constitute have a fully perfected (with respect to Intellectual Property, to the extent such perfection and priority may be achieved by filings made in the U.S. Patent and Trademark Office and the U.S. Copyright Office) Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral (including any proceeds of any item of Collateral) (to the extent a security interest in such Collateral can be perfected through the filing of financing statements in the offices specified on Schedule 5.17 and the proceeds thereoffilings specified on Schedule 5.17, and through the delivery of the Pledged Securities required to be delivered on the Closing Date), as security for the Obligations (as defined in the Guarantee and Collateral Agreement)Obligations, in each case prior and superior in right to any other Person (exceptexcept (i) Liens in favor of the Term Agent, (ii) in the case of Collateral other than Pledged StockSecurities, Liens permitted by Section 7.3); provided, however, that (i) the recordation of any trademark security agreement in the U.S. Patent 7.01 and Trademark Office shall occur within three (3) months of the date of the Guarantee and Collateral Agreement; (ii) the recordation of any copyright security agreement shall occur within one (1) month of the date of the Guarantee and Collateral Agreement; (iii) subsequent recordations may be necessary Liens having priority by applicable Requirements of Law) to perfect the security interest in issued registrations and applications for Intellectual Property acquired after extent required by the date of the Guarantee and Collateral Agreement; and (iv) certain actions may be required in order to perfect the Lien in Intellectual Property included in the Collateral which is protected under non-U.S. lawSecurity Documents. (b) Each Upon the execution and delivery of the Mortgages is any Mortgage to be executed and delivered pursuant to Section 4.01(m) and Section 6.11(b), such Mortgage shall be effective to create in favor of the Administrative Agent, Agent for the benefit of the Lenders, Secured Parties a legal, valid and enforceable Lien on the Mortgaged Properties mortgaged property described therein and proceeds thereof, ; and when the Mortgages are such Mortgage is filed in the offices specified on Schedule 4.19(b)recording office designated by the Borrower, each such Mortgage shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in the Mortgaged Properties such mortgaged property and the proceeds thereof, as security for the Obligations (as defined in the relevant Mortgage), in each case prior and superior in right to any other Person. Schedule 1.1B-1 listsPerson (other than the Term Agent, as of the Closing DateLiens permitted by Section 7.01, each parcel of owned real property located in the United States and held or other encumbrances or rights permitted by the Borrower or any of its Subsidiaries and Schedule 1.1B-2 lists, as of the Closing Date, each leasehold interest in real property located in the United States and held by the Borrower or any of its Subsidiaries where the applicable lease agreement does not require the consent of the landlord thereunder to the granting of a leasehold mortgage by the lessee thereunder. Schedule 1.1B-3 lists, as of the Closing Date, each leasehold interest in real property located in the United States and held by the Borrower or any of its Subsidiaries where the applicable lease agreement requires the consent of the landlord thereunder to the granting of a leasehold mortgage by the lessee thereunderrelevant Mortgage).

Security Documents. (a) The Guarantee and Collateral Agreement is effective to create in favor of the Administrative Collateral Agent, for the benefit of the LendersSecured Parties, a legal, valid and enforceable security interest in the Collateral described therein and proceeds thereof. In the case of the Pledged Stock defined in and described in the Guarantee and Collateral AgreementAgreement that is a certificated security, when stock certificates representing such Pledged Stock are delivered to the Administrative Collateral Agent, and in the case of the other Collateral described in the Guarantee and Collateral Agreement, when financing statements and other filings specified on Schedule 4.19(a) in appropriate form and actions contemplated to be made or taken by the Guarantee and Collateral Agreement are filed in the offices specified on Schedule 4.19(a)made or taken, the Guarantee and Collateral Agreement shall constitute to the extent contemplated by the Guarantee and Collateral Agreement, a fully perfected (with respect to Intellectual Property, to the extent such perfection and priority may be achieved by filings made in the U.S. Patent and Trademark Office and the U.S. Copyright Office) Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral and the proceeds thereof, as security for the Obligations (as defined in the Guarantee and Collateral Agreement), in each case prior and superior in right to any other Person (except, in the case of Collateral other than Pledged Stock, Liens permitted by Section 7.36.03); provided, however, that (i) the recordation of any trademark security agreement in the U.S. Patent and Trademark Office shall occur within three (3) months of the date of the Guarantee and Collateral Agreement; (ii) the recordation of any copyright security agreement shall occur within one (1) month of the date of the Guarantee and Collateral Agreement; (iii) subsequent recordations may be necessary to perfect the security interest in issued registrations and applications for Intellectual Property acquired after the date of the Guarantee and Collateral Agreement; and (iv) certain actions may be required in order to perfect the Lien in Intellectual Property included in the Collateral which is protected under non-U.S. law. (b) Each of the Mortgages Mortgage that has been executed and delivered by a Loan Party is effective to create in favor of the Administrative Collateral Agent, for the benefit of the LendersSecured Parties, a legal, valid and enforceable Lien on the Mortgaged Properties properties described therein and proceeds thereof, the property description included in each such Mortgage is complete and correct in all material respects and, when the Mortgages are filed in the offices specified on Schedule 4.19(b3.17(b) (or, in the case of Mortgages delivered after the Closing Date, such filing offices as shall be notified by the Borrower to the Collateral Agent), each such Mortgage shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in the Mortgaged Properties and the proceeds thereof, as security for the Obligations (as defined in the relevant Mortgage), in each case prior and superior in right to any other Person, except Liens permitted by Section 6.03. Schedule 1.1B-1 lists, as of the Closing Date, 1.01B lists each parcel of owned real property located in the United States and held owned in fee simple by the Borrower or any of its Subsidiaries and Schedule 1.1B-2 lists, Subsidiary as of the Closing Date, each leasehold interest in real property located in Date that meets the United States and held by the Borrower or any of its Subsidiaries where the applicable lease agreement does not require the consent of the landlord thereunder to the granting of a leasehold mortgage by the lessee thereunder. Schedule 1.1B-3 lists, as of the Closing Date, each leasehold interest in real property located in the United States and held by the Borrower or any of its Subsidiaries where the applicable lease agreement requires the consent of the landlord thereunder to the granting of a leasehold mortgage by the lessee thereundercriteria specified on said Schedule.

Security Documents. (a) The Guarantee and Collateral Agreement is Agreements are effective to create in favor of the Administrative Agent, for the benefit of the Lenders, a legal, valid and enforceable security interest in the Collateral described therein and proceeds thereof. In the case of the Pledged Stock defined in and described in the Guarantee and Collateral AgreementAgreements, when stock certificates and related stock powers representing such Pledged Stock are delivered to the Administrative AgentAgent (assuming the Administrative Agent retains possession of such certificates and stock powers in the State of New York; it being understood that if such Pledged Stock is held in a jurisdiction other than the State of New York, the law of such other jurisdiction will govern perfection), and in the case of the other Collateral described in the Guarantee and Collateral AgreementAgreements, when financing statements and other filings specified on Schedule 4.19(a3(a) to the Guarantee and Collateral Agreements in appropriate form are filed in the offices specified on Schedule 4.19(a)3(a) to the Guarantee and Collateral Agreements, to the extent that a security interest therein can be perfected by the filing of a financing statement or by the other filings described in Schedule 3(a) to the Guarantee and Collateral Agreements, the Guarantee and Collateral Agreement Agreements shall constitute a fully perfected (with respect to Intellectual Property, to the extent such perfection and priority may be achieved by filings made in the U.S. Patent and Trademark Office and the U.S. Copyright Office) Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral and the proceeds thereof, as security for the Obligations (as defined in the respective Guarantee and Collateral AgreementAgreements), in each case prior and superior in right to any other Person (except, in the case of Collateral other than Pledged Stock, except Liens permitted by Section 7.37.03); provided, however, that (i) the recordation of any trademark security agreement in the U.S. Patent and Trademark Office shall occur within three (3) months of the date of the Guarantee and Collateral Agreement; (ii) the recordation of any copyright security agreement shall occur within one (1) month of the date of the Guarantee and Collateral Agreement; (iii) subsequent recordations may be necessary to perfect the security interest in issued registrations and applications for Intellectual Property acquired after the date of the Guarantee and Collateral Agreement; and (iv) certain actions may be required in order to perfect the Lien in Intellectual Property included in the Collateral which is protected under non-U.S. law. (b) Each of the Mortgages is effective to create in favor of the Administrative Agent, for the benefit of the Lenders, a legal, valid and enforceable Lien on the Mortgaged Properties described therein and proceeds thereoftherein, and when the Mortgages are filed in the offices specified on Schedule 4.19(b)3(b) to the Guarantee and Collateral Agreement, each such Mortgage shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in the Mortgaged Properties and the proceeds thereofProperties, as security for the Obligations (as defined in the relevant Mortgage), in each case prior and superior in right to any other PersonPerson (except as permitted by Section 7.03). Schedule 1.1B-1 lists1.01(c), which lists each parcel of real property in the United States owned in fee simple by Holdings or any of its Subsidiaries as of the Closing Date, each parcel of owned real property located in the United States and held by the Borrower or any of its Subsidiaries and Schedule 1.1B-2 lists, as of the Closing Date, each leasehold interest in real property located in the United States and held by the Borrower or any of its Subsidiaries where the applicable lease agreement does not require the consent of the landlord thereunder to the granting of shall include a leasehold mortgage by the lessee thereunder. Schedule 1.1B-3 lists, as of the Closing Date, each leasehold interest in real property located in the United States and held by the Borrower or any of its Subsidiaries where the applicable lease agreement requires the consent of the landlord thereunder to the granting of a leasehold mortgage by the lessee thereundersub-heading for "Mortgaged Properties".

Security Documents. (a) The Guarantee and Collateral Agreement is effective to create in favor of the Administrative Agent, Agent (for the benefit of the Lenders, Secured Parties) a legal, valid and enforceable security interest in the Collateral described therein and proceeds thereof. In the case of the Pledged Stock defined in and Collateral described in the Guarantee and Collateral Agreement, when stock certificates or promissory notes, as applicable, representing such Pledged Stock Collateral are delivered to the Administrative Agent (together with transfer powers or endorsements executed in blank), in the case of Deposit Accounts, when Deposit Account Control Agreements are entered into by the Administrative Agent, and in the case of the other Collateral described in the Guarantee Collateral Agreement (other than registered copyrights and Collateral Agreementcopyright applications), when financing statements and other filings specified described on Schedule 4.19(a) in appropriate form 3.17 are filed in the offices specified on Schedule 4.19(a)3.17, the Guarantee and Collateral Agreement shall constitute a fully perfected Administrative Agent (with respect to Intellectual Property, to the extent such perfection and priority may be achieved by filings made in the U.S. Patent and Trademark Office and the U.S. Copyright Office) Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral and the proceeds thereof, as security for the Obligations (as defined in the Guarantee and Collateral Agreement), in each case prior and superior in right to any other Person (except, in the case of Collateral other than Pledged Stock, Liens permitted by Section 7.3); provided, however, that (i) the recordation of any trademark security agreement in the U.S. Patent and Trademark Office shall occur within three (3) months of the date of the Guarantee and Collateral Agreement; (ii) the recordation of any copyright security agreement shall occur within one (1) month of the date of the Guarantee and Collateral Agreement; (iii) subsequent recordations may be necessary to perfect the security interest in issued registrations and applications for Intellectual Property acquired after the date of the Guarantee and Collateral Agreement; and (iv) certain actions may be required in order to perfect the Lien in Intellectual Property included in the Collateral which is protected under non-U.S. law. (b) Each of the Mortgages is effective to create in favor of the Administrative Agent, for the benefit of the Lenders, a legal, valid and enforceable Lien on the Mortgaged Properties described therein and proceeds thereof, and when the Mortgages are filed in the offices specified on Schedule 4.19(b), each such Mortgage Secured Parties) shall constitute have a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral and, subject to Section 9-315 of the Mortgaged Properties and New York Uniform Commercial Code, the proceeds thereof, as security for the Obligations (Obligations, in each case to the extent security interests in such Collateral can be perfected by delivery of such certificates or notes, as defined in applicable, representing Pledged Collateral, the relevant Mortgage)execution of Deposit Account Control Agreements or the filing Uniform Commercial Code financing statements, as applicable, in each case prior and superior in right to any other Person. Schedule 1.1B-1 lists, as person (except Liens expressly permitted by Section 6.02 and Liens having priority by operation of law). (b) When the Closing Date, each parcel of owned real property located Collateral Agreement or a summary thereof is properly filed in the United States Copyright Office or the United States Patent and held by the Borrower or any of its Subsidiaries and Schedule 1.1B-2 listsTrademark Office, as applicable, the Administrative Agent (for the benefit of the Closing DateSecured Parties) shall have a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties thereunder in the registered copyrights and copyright applications, in each leasehold interest case prior and superior in real property located right to any other person except Liens expressly permitted by Section 6.02 and Liens having priority by operation of law (it being understood that subsequent recordings in the United States Copyright Office or United States Patent and held Trademark Office, as the case may be, may be necessary to perfect a lien on registered copyrights and copyright applications acquired by the Borrower or any of its Subsidiaries where the applicable lease agreement does not require the consent of the landlord thereunder to the granting of a leasehold mortgage by the lessee thereunder. Schedule 1.1B-3 lists, as of grantors after the Closing Date). (c) The Mortgages shall be effective to create in favor of the Administrative Agent (for the benefit of the Secured Parties) a legal, each leasehold valid and enforceable Lien on all of the Loan Parties’ right, title and interest in real property located and to the Mortgaged Property thereunder and the proceeds thereof, and when such Mortgages are filed or recorded in the United States and held by proper real estate filing or recording offices, the Borrower or any of its Subsidiaries where Administrative Agent (for the applicable lease agreement requires the consent benefit of the landlord thereunder Secured Parties) shall have a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such Mortgaged Property and, to the granting extent applicable, subject to Section 9-315 of the Uniform Commercial Code, the proceeds thereof, in each case prior and superior in right to any other person, other than with respect to the rights of a leasehold mortgage person pursuant to Liens expressly permitted by the lessee thereunderSection 6.02 and Liens having priority by operation of law.

Security Documents. (a) The Guarantee On the Closing Date, each Credit Party shall have duly authorized, executed and Collateral Agreement is effective to create in favor of the Administrative Agent, for the benefit of the Lenders, a legal, valid and enforceable security interest in the Collateral described therein and proceeds thereof. In the case of the Pledged Stock defined in and described in delivered the Guarantee and Collateral Agreement, when stock certificates representing such Pledged Stock are delivered to the Administrative Agentwhich shall be in full force and effect, and substantially in the case form of Exhibit E (as amended, modified, restated, supplemented or extended from time to time, the other Collateral described in the “Guarantee and Collateral Agreement, when financing statements and other filings specified on Schedule 4.19(a”) in appropriate form are filed in the offices specified on Schedule 4.19(a), the covering all of such Credit Party’s Guarantee and Collateral Agreement shall constitute a fully perfected (with respect to Intellectual PropertyCollateral, to the extent such perfection and priority may be achieved by filings made in the U.S. Patent and Trademark Office and the U.S. Copyright Office) Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral and the proceeds thereof, as security for the Obligations (as defined in the Guarantee and Collateral Agreement), in each case prior and superior in right to any other Person (except, in the case of Collateral other than Pledged Stock, Liens permitted by Section 7.3); provided, however, that together with: (i) proper financing statements (Form UCC-1 or the recordation equivalent) for filing under the UCC or other appropriate filing offices of any trademark security agreement in the U.S. Patent and Trademark Office shall occur within three (3) months of the date of the Guarantee and Collateral Agreement; (ii) the recordation of any copyright security agreement shall occur within one (1) month of the date of the Guarantee and Collateral Agreement; (iii) subsequent recordations each jurisdiction as may be necessary to perfect the security interests purported to be created by the foregoing Guarantee and Collateral Agreement; (ii) executed Perfection Certificate and customary lien searches reasonably requested by the Administrative Agent; (iii) one or more, as applicable, short-form security agreements that may be filed with the United States Patent and Trademark Office or the United States Copyright Office for the grant of a security interest in issued registrations patents, trademarks and applications for Intellectual Property acquired after copyrights, each in substantially the date of form attached to the Guarantee and Collateral Agreement; and ; (iv) certain all certificated Equity Interests of the Credit Parties constituting Guarantee and Collateral Agreement Collateral, together with executed and undated endorsements for transfer relating thereto; (v) evidence that all other actions may be required in order necessary to perfect and protect the Lien security interests in Intellectual Property included Collateral purported to be created by the Guarantee and Collateral Agreement have been taken, and the Guarantee and Collateral Agreement shall be in full force and effect; (vi) customary certificates of insurance and endorsements naming the Collateral which is protected Trustee as an additional insured or loss payee, as the case may be, under non-U.S. law.applicable insurance policies maintained with respect to the Collateral; and (b) Each Notwithstanding anything herein to the contrary, it is understood that, other than with respect to (i) any UCC Filing Collateral, (ii) Stock Certificates of the Mortgages is effective to create in favor Borrower and its Wholly-Owned Domestic Subsidiaries and (iii) any Collateral upon which a Lien may be perfected by the filing of the Administrative Agent, for the benefit of the Lenders, a legal, valid and enforceable Lien on the Mortgaged Properties described therein and proceeds thereof, and when the Mortgages are filed in the offices specified on Schedule 4.19(b), each such Mortgage shall constitute a fully perfected Lien on, and short-form security interest in, all right, title and interest of the Loan Parties in the Mortgaged Properties and the proceeds thereof, as security for the Obligations (as defined in the relevant Mortgage), in each case prior and superior in right to any other Person. Schedule 1.1B-1 lists, as of the Closing Date, each parcel of owned real property located in agreement with the United States Patent and held by the Borrower Trademark Office or any of its Subsidiaries and Schedule 1.1B-2 lists, as of the Closing Date, each leasehold interest in real property located in the United States and held by the Borrower or any of its Subsidiaries where the applicable lease agreement does not require the consent of the landlord thereunder Copyright Office, to the granting extent (x) any applicable lien searches are not received or (y) any Lien on any Collateral is not provided and/or perfected on the Closing Date after the Borrower’s use of commercially reasonable efforts to do so, the receipt of such customary applicable lien searches and the provision and/or perfection of a leasehold mortgage by the lessee thereunder. Schedule 1.1B-3 listsLien on such Collateral shall not constitute a condition precedent for purposes of this Section 6.07, as of but shall instead be required to be delivered after the Closing Date, each leasehold interest Date in real property located in the United States and held by the Borrower or any of its Subsidiaries where the applicable lease agreement requires the consent of the landlord thereunder to the granting of a leasehold mortgage by the lessee thereunderaccordance with Section 13.16.

Security Documents. (a) The Guarantee and Collateral Agreement is effective to create in favor of the Administrative Collateral Agent, for the benefit of the LendersSecured Parties, a legal, valid and enforceable security interest in the Collateral described therein (other than Excluded Collateral) of a type in which a security interest can be created under Article 9 of the UCC (including any proceeds of any such item of Collateral). The Canadian Collateral Agreement is effective to create in favor of the Collateral Agent, for the benefit of the Secured Parties, a legal, valid and enforceable security interest in the Collateral described therein (other than Excluded Collateral) of a type in which a security interest can be created under the PPSA (including any proceeds thereofof any such item of Collateral). In the case of (i) the Pledged Stock defined in and Securities described in the Guarantee and Collateral AgreementAgreement and the Canadian Collateral Agreement (in each case, other than Excluded Collateral), when any stock certificates or notes, as applicable, representing such Pledged Stock Securities are delivered to the Administrative AgentCollateral Agent (or, and in the case of Pledged Securities that are Term Facility First Priority Collateral, the Designated Term Loan Agent) together with any proper indorsements executed in blank and such other actions have been taken with respect to the Pledged Securities of Foreign Subsidiaries as are required under the applicable law of the jurisdiction of organization of the applicable Foreign Subsidiary (it being understood that no such actions under applicable law of the jurisdiction of organization of the applicable Foreign Subsidiary shall be required by any Loan Document) and (ii) the other Collateral described in the Guarantee and Collateral AgreementAgreement and the Canadian Collateral Agreement (in each case, other than Excluded Collateral), when financing statements and other filings specified on Schedule 4.19(a) in appropriate form are filed in the offices specified on Schedule 4.19(a4.17 (or, in the case of other Collateral not in existence on the Closing Date, such other offices as may be appropriate) (which financing statements have been duly completed and executed (as applicable) and delivered to the Collateral Agent) and such other filings as are specified on Schedule 4.17 are made (or, in the case of other Collateral not in existence on the Closing Date, such other filings as may be appropriate), the Guarantee and Collateral Agreement Agent shall constitute have a fully perfected first priority Lien (or, with respect to Intellectual Propertythe Term Facility First Priority Collateral, to the extent such perfection and a fully perfected second priority may be achieved by filings made in the U.S. Patent and Trademark Office and the U.S. Copyright OfficeLien) Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral (including any proceeds of any item of Collateral) (to the extent a security interest in such Collateral can be perfected through the filing of such documents and financing statements in the offices specified on Schedule 4.17 (or, in the case of other Collateral not in existence on the Closing Date, such other offices as may be appropriate) and the proceeds thereofother filings specified on Schedule 4.17 (or, in the case of other Collateral not in existence on the Closing Date, such other filings as may be appropriate), and through the delivery of the Pledged Securities required to be delivered on the Closing Date), as security for the Obligations (as defined in the Guarantee and Collateral Agreement)Secured Obligations, in each case prior and superior in right to the Lien of any other Person (except, except (i) in the case of Collateral other than Pledged StockSecurities that comprise stock of wholly-owned Subsidiaries, Liens permitted by Section 7.3); provided, however, that 7.3 and (iii) Liens having priority by operation of law) to the recordation of any trademark security agreement in the U.S. Patent and Trademark Office shall occur within three (3) months of the date of extent required by the Guarantee and Collateral Agreement; (ii) Agreement or the recordation of any copyright security agreement shall occur within one (1) month of the date of the Guarantee and Canadian Collateral Agreement; (iii) subsequent recordations may be necessary to perfect the security interest in issued registrations and applications for Intellectual Property acquired after the date of the Guarantee and Collateral Agreement; and (iv) certain actions may be required in order to perfect the Lien in Intellectual Property included in the Collateral which is protected under non-U.S. law, as applicable. (b) Each Upon the execution and delivery of the Mortgages is any Mortgage to be executed and delivered pursuant to Section 6.8(b), such Mortgage shall be effective to create in favor of the Administrative Agent, Collateral Agent for the benefit of the Lenders, Secured Parties a legal, valid and enforceable Lien on the Mortgaged Properties Property described therein and proceeds thereof, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law) and the implied covenants of good faith and fair dealing; and when the Mortgages are such Mortgage is filed in the offices specified on Schedule 4.19(b)recording office designated by the Borrower and all relevant mortgage taxes and recording charges are duly paid, each such Mortgage shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the applicable Loan Parties Party in the such Mortgaged Properties Property and the proceeds thereof, as security for the Obligations (as defined in the relevant Mortgage), in each case prior and superior subject only to Liens permitted by Section 7.3 or other encumbrances or rights permitted by the relevant Mortgage. (c) Each Security Document to which a Non-US Guarantor is a party is effective to create in right to any other Person. Schedule 1.1B-1 lists, as favor of the Closing DateCollateral Agent, each parcel for the benefit of owned real property located the Secured Parties, a legal, valid and enforceable security interest in the United States and held by the Borrower or any of its Subsidiaries and Schedule 1.1B-2 lists, as of the Closing Date, each leasehold interest in real property located in the United States and held by the Borrower or any of its Subsidiaries where the applicable lease agreement does not require the consent of the landlord thereunder Collateral described therein (other than Excluded Collateral) subject to the granting of a leasehold mortgage by the lessee thereunder. Schedule 1.1B-3 lists, as of the Closing Date, each leasehold interest limitations set forth in real property located in the United States and held by the Borrower or any of its Subsidiaries where the applicable lease agreement requires the consent of the landlord thereunder to the granting of a leasehold mortgage by the lessee thereundersuch Security Document.

Security Documents. (a) The Guarantee and Collateral Agreement is effective to create in favor of the Administrative Agent, for the benefit of the Lenders, a legal, valid and enforceable security interest in the Collateral described therein and proceeds thereof. In the case of the Pledged Stock defined in and described in the Guarantee and Collateral Agreement, when stock certificates representing such Pledged Stock are delivered to the Administrative Agent, and in the case of the other Collateral described in the Guarantee and Collateral Agreement, when financing statements and other filings specified on Schedule 4.19(a4.15(a) in appropriate form are filed in the offices specified on Schedule 4.19(a4.15(a), the Guarantee and Collateral Agreement shall constitute a fully perfected (with respect to Intellectual Property, to the extent such perfection and priority may be achieved by filings made in the U.S. Patent and Trademark Office and the U.S. Copyright Office) Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral and the proceeds thereof, as security for the Obligations (as defined in the Guarantee and Collateral Agreement), in each case prior and superior in right to any other Person (except, in the case of Collateral other than Pledged Stock, Liens permitted by Section 7.38.3); provided, however, that (i) the recordation of any trademark security agreement in the U.S. Patent and Trademark Office shall occur within three (3) months of the date of the Guarantee and Collateral Agreement; (ii) the recordation of any copyright security agreement shall occur within one (1) month of the date of the Guarantee and Collateral Agreement; (iii) subsequent recordations may be necessary to perfect the security interest in issued registrations and applications for Intellectual Property acquired after the date of the Guarantee and Collateral Agreement; and (iv) certain actions may be required in order to perfect the Lien in Intellectual Property included in the Collateral which is protected under non-U.S. law. (b) Each of the Mortgages is effective to create in favor of the Administrative Agent, for the benefit of the Lenders, a legal, valid and enforceable Lien on the Mortgaged Properties described therein and proceeds thereof, and when the Mortgages are filed in the offices specified on Schedule 4.19(b4.15(b), each such Mortgage shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in the Mortgaged Properties and the proceeds thereof, as security for the Obligations (as defined in the relevant Mortgage), in each case prior and superior in right to any other PersonPerson other than Liens permitted by Section 8.3 and those Persons claiming through exceptions shown on title. Schedule 1.1B-1 1.1B lists, as of the Closing Date, each parcel of owned real property located in the United States and held by the Borrower or any of its Subsidiaries and Schedule 1.1B-2 lists, as of the Closing Date, each leasehold interest in real property located in the United States and held by the Borrower or any of its Subsidiaries where the applicable lease agreement does not require the consent of the landlord thereunder to the granting of a leasehold mortgage by the lessee thereunder. Schedule 1.1B-3 lists, as of the Closing Date, each leasehold interest in real property located in the United States and held by the Borrower or any of its Subsidiaries where the applicable lease agreement requires the consent of the landlord thereunder to the granting of a leasehold mortgage by the lessee thereunderSubsidiaries.

Security Documents. (a) The Guarantee and Collateral Agreement is effective to create in favor of the Administrative Agent, for the benefit of the LendersSecured Parties, a legal, valid and enforceable security interest in the Collateral described therein and proceeds thereof. In the case of the any Pledged Stock defined in and described in required to be pledged pursuant to the Guarantee and Collateral AgreementAgreement in which a security interest may be perfected only by possession or control (within the meanings assigned to such terms in the applicable Uniform Commercial Code), when any stock certificates representing such Pledged Stock are delivered to the Administrative Agent, and in the case of the other Collateral described in the Guarantee and Collateral AgreementAgreement with respect to which perfection is governed by filing of a financing statement, when financing statements and other filings specified on Schedule 4.19(a) in appropriate form are filed in the offices specified on Schedule 4.19(a)4.19(a)(i) (which financing statements have been duly completed and delivered to the Administrative Agent) and such other filings as are specified on Schedule 3 to the Guarantee and Collateral Agreement have been completed, the Guarantee and Collateral Agreement shall constitute a fully perfected security interest in (with respect to Intellectual Propertyand, to the extent such perfection and priority may be achieved by filings made in the U.S. Patent and Trademark Office and the U.S. Copyright Office) if applicable, Lien on, and security interest in), all right, title and interest of the Loan Parties in such Collateral and the proceeds thereof, as security for the Obligations (as defined in the Guarantee and Collateral Agreement)) to the extent such security interest can be perfected by the filing of a financing statement pursuant to the applicable Uniform Commercial Code or by possession or control by the Administrative Agent under the applicable Uniform Commercial Code, in each case prior and superior in right to any other Person (except, in the case of Collateral other than Pledged Stock, Liens permitted by Section 7.3, and, in the case of Pledged Stock, (i) Liens permitted by Section 7.3(s) and (ii) Liens permitted by Section 7.3(a) to the extent such Liens are prior and superior to the Liens granted under the Security Documents by operation of law); provided, however, . Schedule 4.19(a)(ii) lists each UCC Financing Statement that (i) the recordation of names any trademark security agreement in the U.S. Patent Loan Party as debtor and Trademark Office shall occur within three (3) months of the date of the Guarantee and Collateral Agreement; (ii) the recordation of any copyright security agreement shall occur within one (1) month of the date of the Guarantee and Collateral Agreement; (iii) subsequent recordations may be necessary to perfect the security interest in issued registrations and applications for Intellectual Property acquired will remain on file after the date of the Guarantee and Collateral Agreement; Closing Date. Schedule 4.19 (a)(iii) lists each UCC Financing Statement that (i) names any Loan Party as debtor and (ivii) certain actions may will be required in order terminated on or prior to perfect the Lien in Intellectual Property included in the Collateral which is protected under non-U.S. lawClosing Date. (b) Each As of the Mortgages is effective to create in favor of the Administrative Agent, for the benefit of the Lenders, a legal, valid and enforceable Lien on the Mortgaged Properties described therein and proceeds thereof, and when the Mortgages are filed in the offices specified on Schedule 4.19(b), each such Mortgage shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in the Mortgaged Properties and the proceeds thereof, as security for the Obligations (as defined in the relevant Mortgage), in each case prior and superior in right to any other Person. Schedule 1.1B-1 lists, as of the Closing Restatement Effective Date, each parcel of owned real property located in the United States and held by neither the Borrower or nor any of its Subsidiaries and Schedule 1.1B-2 lists, as of the Closing Date, each leasehold interest in owns any real property located in the United States and held by the Borrower or any of its Subsidiaries where the applicable lease agreement does not require the consent of the landlord thereunder to the granting of a leasehold mortgage by the lessee thereunder. Schedule 1.1B-3 lists, as of the Closing Date, each leasehold interest in real property located in the United States and held by the Borrower or any of its Subsidiaries where the applicable lease agreement requires the consent of the landlord thereunder to the granting of a leasehold mortgage by the lessee thereunderproperty.

Security Documents. (a) The Guarantee and Collateral Agreement is effective to create in favor of the Administrative Collateral Agent, for its benefit, for the benefit of the Administrative Agent and for the benefit of the Lenders, a legal, valid and enforceable security interest in the Collateral described therein and proceeds thereof. In the case of the Pledged Stock defined in and described in the Guarantee and Collateral Agreement, when stock certificates representing such Pledged Stock are delivered to the Administrative AgentCollateral Agent (together with a properly completed and signed stock power or endorsement), and in the case of the other Collateral described in the Guarantee and Collateral Agreement, when financing statements and other filings specified on Schedule 4.19(a4.20(a) in appropriate form are filed in the offices specified on Schedule 4.19(a)4.20(a) together with payment of any filing or recordation fees, or, with respect to after-acquired property, when the requirements set forth in Section 6.9 have been complied with, the Guarantee and Collateral Agreement Agent shall constitute have a fully perfected (with respect to Intellectual Property, to the extent such perfection and priority may be achieved by filings made in the U.S. Patent and Trademark Office and the U.S. Copyright Office) Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral and the proceeds thereofthereof (except for registration of and application for Intellectual Property filed outside the United States) to the extent such Lien can be perfected by the filing of financing statements under the applicable UCC, as security for the Obligations (as defined in the Guarantee and Collateral Agreement), in each case prior and superior in right to any other Person (except, in the case of Collateral other than Pledged Stock, Liens permitted by Section 7.3); provided, however, that (i) the recordation of any trademark security agreement and in the U.S. Patent and Trademark Office shall occur within three (3) months case of the date Collateral constituting Pledged Stock, inchoate Liens arising by operation of law), in each case, to the extent required by the Guarantee and Collateral Agreement; (ii) the recordation of any copyright security agreement shall occur within one (1) month of the date of the Guarantee and Collateral Agreement; (iii) subsequent recordations may be necessary to perfect the security interest in issued registrations and applications for Intellectual Property acquired after the date of the Guarantee and Collateral Agreement; and (iv) certain actions may be required in order to perfect the Lien in Intellectual Property included in the Collateral which is protected under non-U.S. law. (b) Each of the Mortgages is effective to create in favor of the Administrative Collateral Agent, for its benefit, for the benefit of the Administrative Agent and for the benefit of the Lenders, a legal, valid and enforceable Lien on the Mortgaged Properties Property described therein and proceeds thereoftherein, and when the Mortgages are filed in the offices specified on Schedule 4.19(b4.20(b), each such Mortgage shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in the subject Mortgaged Properties and the proceeds thereofProperty, as security for the Obligations (as defined in the relevant Mortgage), in each case prior and superior in right to any other PersonPerson (except Liens permitted by Section 7.3). Part 1 of Schedule 1.1B-1 1.1B lists, as of the Closing Datedate hereof, each parcel of owned real property located in the United States and held by the Borrower or any of its Subsidiaries and the Guarantors that has a fair market value estimated in good faith by the Borrower, in excess of $5,000,000 (each, a “Mortgaged Property”). Part 2 of Schedule 1.1B-2 1.1B lists, as of the Closing Datedate hereof, (A) each leasehold interest in parcel of owned real property located in the United States and held by the Borrower or any of its Subsidiaries where the applicable lease agreement does not require the consent of the landlord thereunder to the granting of Guarantors that has a leasehold mortgage fair market value estimated in good faith by the lessee thereunder. Borrower in excess of $1,000,000 which is not listed on Part 1 of Schedule 1.1B-3 lists1.1B, as and (B) each material parcel of the Closing Date, each leasehold interest in real property located in the United States and held which is leased (as lessee) or subleased (as sublessee) by the Borrower or any of its Subsidiaries where the applicable lease agreement requires the consent of the landlord thereunder to the granting of a leasehold mortgage by the lessee thereunderGuarantors.

Security Documents. (a) The Guarantee and Collateral Agreement is effective to create in favor of the Administrative Agent, for the benefit of the LendersSecured Parties, a legal, valid and enforceable security interest in the Collateral as further described therein and proceeds thereof. In the case of of: (i) the Pledged Stock as defined in and described in the Guarantee and Collateral Agreement, when stock certificates representing such Pledged Stock are delivered to the Administrative Agent, and in the case of the (ii) other Collateral as further described in the Guarantee and Collateral Agreement, when financing statements and other filings specified on Schedule 4.19(a4.15(a) in appropriate form are filed in the offices specified on Schedule 4.19(a4.15(a), and, (iii) property acquired after the date hereof any other action required pursuant to Section 6.11, the security interest created pursuant to the Guarantee and Collateral Agreement shall constitute a fully valid perfected (with respect to Intellectual Property, to the extent such perfection and priority may be achieved by filings made in the U.S. Patent and Trademark Office and the U.S. Copyright Office) Lien on, and security interest in, all right, title and interest of the Loan Parties interests in such Collateral and the proceeds thereofthereof (to the extent a security interest in such Collateral can be perfected through the filing of such financing statements and the delivery of such Pledged Stock or the taking of such actions required pursuant to Section 6.11), as security for the Obligations (as defined in the Guarantee and Collateral Agreement), in each case prior and superior in right to any other Person (except, in the case of Collateral other than Pledged Stock, Liens permitted by Section 7.3Permitted Liens); provided, however, that (i) the recordation of any trademark security agreement in the U.S. Patent and Trademark Office shall occur within three (3) months of the date of the Guarantee and Collateral Agreement; (ii) the recordation of any copyright security agreement shall occur within one (1) month of the date of the Guarantee and Collateral Agreement; (iii) subsequent recordations may be necessary to perfect the security interest in issued registrations and applications for Intellectual Property acquired after the date of the Guarantee and Collateral Agreement; and (iv) certain actions may be required in order to perfect the Lien in Intellectual Property included in the Collateral which is protected under non-U.S. law. (b) Each of the Mortgages is effective to create in favor of the Administrative Agent, for the benefit of the LendersSecured Parties, a legal, valid and enforceable Lien on security interest in the Mortgaged Properties as further described therein and proceeds thereof, and when the Mortgages are filed in the offices specified on Schedule 4.19(b4.15(b), each the security interest created pursuant to such Mortgage Mortgages shall constitute a fully valid perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in the such Mortgaged Properties and the proceeds thereof, as security for the Obligations (as defined in the relevant Mortgage), in each case prior and superior in right to any other Person. Schedule 1.1B-1 lists, as of the Closing Date, each parcel of owned real property located in the United States and held by the Borrower or any of its Subsidiaries and Schedule 1.1B-2 lists, as of the Closing Date, each leasehold interest in real property located in the United States and held by the Borrower or any of its Subsidiaries where the applicable lease agreement does not require the consent of the landlord thereunder to the granting of a leasehold mortgage by the lessee thereunder. Schedule 1.1B-3 lists, as of the Closing Date, each leasehold interest in real property located in the United States and held by the Borrower or any of its Subsidiaries where the applicable lease agreement requires the consent of the landlord thereunder to the granting of a leasehold mortgage by the lessee thereunderPerson (except Permitted Liens).