Common use of Security Documents Clause in Contracts

Security Documents. Subject to the time periods set forth in Schedule 5.2, the Guarantee and Collateral Agreement is effective to create in favor of the Lender a legal, valid and enforceable security interest in the Collateral described therein and proceeds thereof, except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting the enforcement of creditors’ rights generally or by general equitable principles (whether enforcement is sought by proceedings in equity or at law). In the case of the Pledged Stock described in the Guarantee and Collateral Agreement that are securities represented by stock certificates or otherwise constituting certificated securities within the meaning of Section 8-102(a)(15) of the UCC or the corresponding code or statute of any other applicable jurisdiction (“Certificated Securities”), when certificates representing such Pledged Stock are delivered to the Lender, 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 in appropriate form are filed in the offices specified on Schedule 4.19, the Lender 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 which a security interest may be perfected by filing, recording or registering a financing statement or analogous document in the United States (or any political subdivision thereof) and its territories and possessions pursuant to the UCC or upon the receipt and recording of an Intellectual Property Security Agreement with the USCRO or the USPTO, as applicable, in each case, prior and superior in right to any other Person (except, in the case of Collateral other than Pledged Stock, Liens permitted by Section 7.2 or in the case of Collateral that is Pledged Stock, Liens permitted by Section 7.2 which arise by operation of law). Each of the Mortgages delivered after the Closing Date will be, upon execution, effective to create in favor of the Lender a legal, valid and enforceable Lien on the Mortgaged Properties described therein and proceeds thereof, and when the Mortgages are filed in the offices 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 (subject to Liens permitted by Section 7.2).

Security Documents. Subject to the time periods set forth in Schedule 5.2, the (a) The Guarantee and Collateral Agreement is effective to create in favor of the Lender Administrative Agent, for the benefit of the Secured Parties, a legal, valid and enforceable security interest in the Collateral described therein and proceeds thereof, except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting the enforcement of creditors’ rights generally or by general equitable principles (whether enforcement is sought by proceedings in equity or at law). In the case of the Pledged Stock described in the Guarantee and Collateral Agreement that are securities represented by stock certificates or otherwise constituting certificated securities within the meaning of Section 8-102(a)(15) of the UCC or the corresponding code or statute of any other applicable jurisdiction (“Certificated Securities”), when certificates representing such Pledged Stock are delivered to the LenderAdministrative 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 4.19(a) in appropriate form are filed in the offices specified on Schedule 4.194.19(a), the Lender Administrative 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 which a security interest may be perfected by filing, recording or registering a financing statement or analogous document in the United States (or any political subdivision thereof) and its territories and possessions pursuant to the UCC or upon the receipt and recording of an Intellectual Property Security Agreement with the USCRO or the USPTO, as applicable, in each case, case prior and superior in right to any other Person (except, in the case of Collateral other than Pledged Stock, Liens permitted by Section 7.2 or in the case of Collateral that is Pledged Stock, Liens permitted by Section 7.2 which arise by operation of law). , (b) Each of the Mortgages delivered after the Closing Date will be, upon execution, effective to create in favor of the Lender 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 in the offices 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, case prior and superior in right to any other Person (subject to Liens permitted by Section 7.2)Person.

Security Documents. Subject to the time periods set forth in Schedule 5.2, the Guarantee and Collateral Agreement is (a) The Security Documents are effective to create in favor of the Lender Administrative Agent, for the benefit of the Secured Parties, a legal, valid and enforceable security interest in the Collateral described therein and proceeds thereof, except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting the enforcement of creditors’ rights generally or by general equitable principles (whether enforcement is sought by proceedings in equity or at law). In the case of the Pledged Stock described in the Guarantee and Collateral Agreement that are securities represented by stock certificates or otherwise constituting certificated securities within the meaning of Section 8-102(a)(15) of the New York UCC or the corresponding code or statute of any other applicable jurisdiction (“Certificated Securities”), when certificates representing such Pledged Stock are delivered to the LenderAdministrative Agent, and in the case of the other Collateral constituting personal property described in the Guarantee and Collateral AgreementSecurity Documents, when financing statements and other filings and registrations specified on Schedule 4.19 4.19(a) in appropriate form are filed in the offices specified on Schedule 4.194.19(a), the Lender Administrative 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 which a security interest may be perfected by filing, recording or registering a financing statement or analogous document in the United States (or any political subdivision thereof) and its territories and possessions pursuant to the UCC or upon the receipt and recording of an Intellectual Property Security Agreement with the USCRO or the USPTO, as applicable, in each case, case prior and superior in right to any other Person (except, in the case of Collateral other than Pledged Stock, Liens permitted by Section 7.2 or 7.3, and in the case of Collateral that is Pledged Stock, Liens permitted by Section 7.2 which arise by operation of law7.3(a)). As of the Closing Date, none of the Loan Parties that is a limited liability company or partnership has any Capital Stock that is a Certificated Security. (b) Each of the Mortgages Mortgages, if any, delivered after the Closing Date will be, upon execution, effective to create in favor of the Lender 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 in the offices 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, case prior and superior in right to any other Person (subject to except for Liens permitted by Section 7.27.3).

Security Documents. Subject to the time periods set forth in Schedule 5.2, the Guarantee and Collateral (a) Each Pledge Agreement is effective to ------------------ create in favor of the Lender Administrative Agent, for the ratable benefit of the Lenders and other secured parties named therein, a legal, valid and enforceable security interest in that portion of the Collateral described therein and proceeds thereof, except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting the enforcement of creditors’ rights generally or by general equitable principles (whether enforcement is sought by proceedings in equity or at law). In the case of the Pledged Stock described in the Guarantee and Collateral Agreement that are securities represented by stock certificates or otherwise constituting certificated securities within the meaning of Section 8-102(a)(15) of the UCC or the corresponding code or statute of any other applicable jurisdiction (“Certificated Securities”)thereof and, when certificates representing such Pledged Stock are Collateral is delivered to the LenderAdministrative 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 in appropriate form are filed in the offices specified on Schedule 4.19, the Lender such Pledge Agreement shall have constitute a fully perfected first priority Lien on, and security interest in, all right, title and interest of the Loan Parties pledgors thereunder in such Collateral and the proceeds thereof, as security for the Obligations, in which a security interest may be perfected by filing, recording or registering a financing statement or analogous document in the United States (or any political subdivision thereof) and its territories and possessions pursuant to the UCC or upon the receipt and recording of an Intellectual Property Security Agreement with the USCRO or the USPTO, as applicable, in each case, case prior and superior in right to any other Person Person. (except, in the case of Collateral other than Pledged Stock, Liens permitted by Section 7.2 or in the case of Collateral that b) Each Security Agreement is Pledged Stock, Liens permitted by Section 7.2 which arise by operation of law). Each of the Mortgages delivered after the Closing Date will be, upon execution, effective to create in favor of the Lender Administrative Agent, for the ratable benefit of the Lenders and other secured parties named therein, a legal, valid and enforceable Lien on security interest in that portion of the Mortgaged Properties Collateral described therein and proceeds thereofthereof and, and when the Mortgages are financing statements in appropriate form as filed in the offices for specified in the applicable jurisdictions in which the Mortgaged Properties are locatedPerfection Certificates, each such Mortgage 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 the Mortgaged Properties such Collateral and the proceeds thereof, as security for the Obligations (as defined in the relevant Mortgage), in each case, case prior and superior in right to any other Person (subject Person, to the extent provided in such Security Agreement, other than with respect to the rights of Persons pursuant to Liens expressly permitted by Section 7.2).8.3. ----------- (c) The Mortgages are effective to create in favor of the Administrative Agent, for the ratable benefit of the Lenders and other secured parties named therein, a legal, valid and enforceable Lien on all of the right, title and interest of the grantor named therein in and to the Mortgaged Properties thereunder and the proceeds thereof, and when the Mortgages are filed in the offices specified in the Perfection Certificates, the Mortgages shall constitute fully perfected Liens on, and security interests in, all right, title and interest of the such grantor in such Mortgaged Property and the proceeds thereof, in each case prior and superior in right to any other Person, other than with respect to the rights of Persons pursuant to Liens expressly permitted by Section 8.3. -----------

Security Documents. Subject to the time periods set forth in Schedule 5.2, the (a) The Guarantee and Collateral Agreement is effective to create in favor of the Lender Administrative Agent, for the benefit of the Secured Parties, a legal, valid valid, binding and enforceable security interest in the Collateral described therein and proceeds and products thereof, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting the enforcement of creditors’ rights generally or and by general equitable principles (whether enforcement is sought by proceedings in equity or at law). In the case of the Pledged Capital Stock described in the Guarantee and Collateral Agreement that are securities represented by Agreement, when any stock certificates or otherwise representing such Pledged Capital Stock (and constituting “certificated securities securities” within the meaning of Section 8-102(a)(15the UCC) of the UCC or the corresponding code or statute of any other applicable jurisdiction (“Certificated Securities”), when certificates representing such Pledged Stock are delivered to the LenderAdministrative Agent, in the case of any deposit accounts, when control agreements have been executed with respect to such deposit accounts, 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 in appropriate form are filed in the offices specified on Schedule 4.193.18(a)-1 and such other filings as are specified on Schedule 3 to the Guarantee and Collateral Agreement have been completed, the Lender Guarantee and Collateral Agreement shall have constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral and the proceeds and products thereof, as security for the Obligations, in which a security interest may be perfected by filing, recording or registering a financing statement or analogous document Obligations (as defined in the United States (or any political subdivision thereof) Guarantee and its territories and possessions pursuant to the UCC or upon the receipt and recording of an Intellectual Property Security Agreement with the USCRO or the USPTO, as applicableCollateral Agreement), in each case, case prior and superior in right to any other Person (exceptexcept Permitted Liens). Schedule 3.18(a)-2 lists each UCC Financing Statement that (i) names any Loan Party as debtor and (ii) will be terminated on or prior to the Closing Date; and on or prior to the Closing Date, the Borrower will have delivered to the Administrative Agent, or caused to be filed, duly completed UCC termination statements, authenticated by the relevant secured party, in the case respect of Collateral other than Pledged Stock, Liens permitted by Section 7.2 or in the case of Collateral that is Pledged Stock, Liens permitted by Section 7.2 which arise by operation of law). each such UCC Financing Statement. (b) Each of the Mortgages delivered after the Closing Date will be, upon execution, is effective to create in favor of the Lender Administrative Agent, for the benefit of the Secured Parties, a legal, valid valid, binding and enforceable Lien on the Mortgaged Properties described therein and proceeds and products thereof, ; and when the Mortgages are filed or recorded in the offices for specified on Schedule 3.18(b) (in the applicable jurisdictions case of Mortgages to be executed and delivered pursuant to Section 4.1(a)(iii)) or in which the Mortgaged Properties are locatedoffice designated by the Borrower (in the case of any Mortgage to be executed and delivered pursuant to Section 5.10), each such Mortgage shall constitute a 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, case prior and superior in right to any other Person (subject to other than Persons holding Liens or other encumbrances or rights permitted by Section 7.2the relevant Mortgage or the Loan Documents).

Security Documents. Subject to (a) Each of the time periods set forth in Schedule 5.2, the Guarantee and Collateral Agreement Security Documents is effective to create in favor of the Lender Administrative Agent, for the benefit of the Secured Parties, a legal, valid and enforceable security interest in the Collateral described therein and proceeds thereof, except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting the enforcement of creditors’ rights generally or by general equitable principles (whether enforcement is sought by proceedings in equity or at law). In the case of (i) the Pledged Capital Stock described in the Guarantee and Collateral Security Agreement that are securities represented by stock certificates or otherwise constituting certificated securities within the meaning of Section 8-102(a)(15) of the New York UCC or the corresponding code or statute of any other applicable jurisdiction (“Certificated Securities”)jurisdiction, when certificates representing such Pledged Capital Stock are delivered to the LenderAdministrative Agent, and (ii) in the case of 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 3.15(a) in appropriate form are executed and delivered, performed or filed in the offices specified on Schedule 4.193.15(a), as the case may be, the Lender Administrative 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 which a security interest may be perfected by filing, recording or registering a financing statement or analogous document in the United States (or any political subdivision thereof) and its territories and possessions pursuant to the UCC or upon the receipt and recording of an Intellectual Property Security Agreement with the USCRO or the USPTO, as applicable, in each case, case prior and superior in right to any other Person (except, in the case of Collateral other Permitted Priority Liens). Other than Pledged Stockas set forth on Schedule 3.15(a), Liens permitted by Section 7.2 as of the Closing Date, none of the Capital Stock of any Borrower, Tower LLC or Company Subsidiary Guarantor that is a limited liability company or partnership is a Certificated Security (as defined in the case of Collateral that is Pledged Stock, Liens permitted by Section 7.2 which arise by operation of lawSecurity Agreement). . (b) Each of the Mortgages delivered on or after the Closing Date is, or upon execution and recording will be, upon execution, effective to create in favor of the Lender 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 in the recording offices 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, case prior and superior in right to any other Person (subject to Liens permitted other than holders of Permitted Priority Liens. Schedule 1.1C lists, as of the Closing Date, each Material Property located in the United States and held by Section 7.2)any Loan Party.

Security Documents. Subject to the time periods set forth in Schedule 5.2, the (a) The Guarantee and Collateral Agreement is effective to create in favor of the Lender Administrative Agent, for the ratable benefit of the Secured Parties, a legal, valid and enforceable security interest in the Collateral described therein and the proceeds thereof, except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting the enforcement of creditors’ rights generally or by general equitable principles (whether enforcement is sought by proceedings in equity or at law). In the case of the Pledged Stock Stock, if any, described in the Guarantee and Collateral Agreement that are securities represented by stock certificates or otherwise constituting certificated securities within the meaning of Section 8-102(a)(15) of the UCC or the corresponding code or statute of any other applicable jurisdiction (“Certificated Securities”), when certificates representing such Pledged Stock together with applicable endorsements are delivered to the LenderAdministrative Agent, and in the case of the other Collateral constituting personal property described in the Guarantee and Collateral AgreementAgreement and with respect to which a security interest can be perfected by the filing of a financing statement, when financing statements and other filings specified on Schedule 4.19 4.19(a) in appropriate form are filed in the offices specified on Schedule 4.194.19(a) and the other actions, if any, set forth on Schedule 3 to the Guarantee and Collateral Agreement have been taken, the Lender Administrative 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 which a security interest may be perfected by filing, recording or registering a financing statement or analogous document in the United States (or any political subdivision thereof) and its territories and possessions pursuant to the UCC or upon the receipt and recording of an Intellectual Property Security Agreement with the USCRO or the USPTO, as applicable, in each case, case prior and superior in right to any other Person to the extent such Lien can be perfected by such actions and such filings under U.S. law (except, in the case of Collateral other than Pledged Stock, Liens expressly permitted to have priority by Section 7.2 or in 7.3). As of the case of Collateral Closing Date, no Loan Party that is Pledged Stock, Liens permitted by Section 7.2 which arise by operation of law)a limited liability company or partnership has any Capital Stock that is a Certificated Security. Each As of the Closing Date, no Loan Party that is a limited liability company or partnership has any Capital Stock that is a Certificated Security. (b) Any Mortgages delivered after the Closing Date pursuant to Section 6.12 will be, upon execution, effective to create in favor of the Lender 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 in the offices 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, case prior and superior in right to any other Person (subject to the Liens permitted by Section 7.27.3(a), (e), (f), (g), (h) or (r).

Security Documents. Subject to the time periods set forth in Schedule 5.2, the Guarantee and Collateral (a) The Pledge Agreement is effective to create in favor of the Lender Administrative Agent, for the ratable benefit of the Secured Parties, a legal, valid and enforceable security interest in 100% of the issued and outstanding Capital Stock of all Domestic Subsidiaries owned by Holdings, the Borrower or any other Subsidiary (other than the Capital Stock of Service America/National Business Services Enterprises Joint Venture and Service America Corporation - Service Systems Associates), and 65% of the issued and outstanding Capital Stock of all First Tier Foreign Subsidiaries owned by Holdings, the Borrower or any Domestic Subsidiary and, when the Pledged Stock, together with duly executed stock transfer powers, is delivered to the Administrative Agent (or, as applicable in the case of Capital Stock of Foreign Subsidiaries, the requisite filings or registrations are made), the Pledge Agreement will constitute a fully perfected first priority Lien on, and security interest in, all right, title and interest of the pledgors thereunder in such Pledged Stock, in each case prior and superior in right to any other Person. (b) The Security Agreement is effective to create in favor of the Administrative Agent, for the ratable benefit of the Secured Parties, a legal, valid and enforceable security interest in the Collateral described therein and proceeds thereof, except subject thereto (as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting the enforcement of creditors’ rights generally or by general equitable principles (whether enforcement is sought by proceedings in equity or at law). In the case of the Pledged Stock described defined in the Guarantee and Collateral Agreement that are securities represented by stock certificates or otherwise constituting certificated securities within the meaning of Section 8-102(a)(15Security Agreement) of the UCC or the corresponding code or statute of any other applicable jurisdiction (“Certificated Securities”), when certificates representing such Pledged Stock are delivered to the Lender, and in the case of the other Collateral constituting personal property described in the Guarantee and Collateral Agreementand, when financing statements and other filings specified on Schedule 4.19 in appropriate form are filed in the offices specified on Schedule 4.19the schedules to the Security Agreement, the Lender Security Agreement will constitute a fully perfected Lien on, and security interest in, all right, title and interest of the grantors thereunder in such Collateral, to the extent contemplated therein and subject to Section 9-315 of the Uniform Commercial Code, and the proceeds thereof, in each case prior and superior in right to any other Person, other than with respect to Permitted Liens, it being understood that the Borrower and its Subsidiaries shall have not be required to ▇▇▇▇▇ ▇ ▇▇▇▇ under the Loan Documents on any property to the extent that the grant of such Lien is prohibited by a Service Contract created prior to the Closing Date. (c) The Intellectual Property Security Agreement is effective to create in favor of the Administrative Agent, for the ratable benefit of the Secured Parties, a legal, valid and enforceable security interest in the Collateral (as defined in the Intellectual Property Security Agreement), and when financing statements in appropriate form are filed in the offices specified on the schedules to the Security Agreement and the Intellectual Property Security Agreement is filed in the United States Patent and Trademark Office and the United States Copyright Office, the Intellectual Property Security Agreement will constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral and, to the extent contemplated therein and subject to Section 9-315 of the Uniform Commercial Code, the proceeds thereof, as security for the Obligations, in which a security interest may be perfected by filing, recording or registering a financing statement or analogous document in the United States (or any political subdivision thereof) and its territories and possessions pursuant to the UCC or upon the receipt and recording of an Intellectual Property Security Agreement with the USCRO or the USPTO, as applicable, in each case, case prior and superior in right to any other Person (except, it being understood that subsequent recordings in the case of Collateral United States Patent and Trademark Office and the United States Copyright Office may be necessary to perfect a lien on registered trademarks, trademark applications and copyrights acquired by the Loan Parties after the date hereof), other than Pledged Stockwith respect to the rights of Persons pursuant to Permitted Liens. (d) The Cash Collateral Agreement, Liens permitted by Section 7.2 or in the case of Existing Subordinated Notes Cash Collateral that Agreement and each Control Agreement is Pledged Stock, Liens permitted by Section 7.2 which arise by operation of law). Each of the Mortgages delivered after the Closing Date will be, upon execution, effective to create in favor of the Lender Administrative Agent, for the ratable benefit of the Secured Parties, a legal, valid and enforceable Lien on security interest in the Mortgaged Properties described therein Cash Collateral Account, the Existing Subordinated Notes Cash Collateral Account and proceeds thereofthe Dividend/CapEx Funding Account, respectively, and, commencing 90 days after the Closing Date, each other deposit account of a Loan Party (including without limitation, the CapEx Funding Account if and when the Mortgages are filed in the offices for the applicable jurisdictions in created), which the Mortgaged Properties are located, each such Mortgage shall constitute security interest constitutes a fully perfected Lien on, on and security interest in, in all right, title and interest of the Loan Parties grantors thereunder in such accounts to the Mortgaged Properties extent contemplated therein and subject to Section 9-315 of the Uniform Commercial Code, the proceeds thereof, as security for the Obligations (as defined in the relevant Mortgage), in each case, case prior and superior in right to any other Person (subject Person, other than with respect to Liens permitted by Section 7.2)Permitted Liens.

Security Documents. Subject to the time periods set forth in Schedule 5.2, the (a) The Guarantee and Collateral Agreement is effective to create in favor of the Lender Administrative Agent, for the benefit of the Secured Parties, a legal, valid and enforceable security interest in the Collateral described therein and proceeds thereof, except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting the enforcement of creditors’ rights generally or by general equitable principles (whether enforcement is sought by proceedings in equity or at law). In the case of the Pledged Stock described in the Guarantee and Collateral Agreement that are securities represented by stock certificates or otherwise constituting certificated securities within the meaning of Section 8-102(a)(15) of the UCC or the corresponding code or statute of any other applicable jurisdiction (“Certificated Securities”), when certificates representing such Pledged Stock are delivered to the LenderAdministrative 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 4.19(a) in appropriate form are filed in the offices specified on Schedule 4.194.19(a), the Lender Administrative 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 which a security interest may be perfected by filing, recording or registering a financing statement or analogous document in the United States (or any political subdivision thereof) and its territories and possessions pursuant to the UCC or upon the receipt and recording of an Intellectual Property Security Agreement with the USCRO or the USPTO, as applicable, in each case, case prior and superior in right to any other Person (except, in the case of Collateral other than Pledged Stock, Liens permitted by Section 7.2 7.3). As of the Closing Date, none of the Borrower or in the case of Collateral any Guarantor that is Pledged Stock, Liens permitted by Section 7.2 which arise by operation of law). a limited liability company or partnership has any Capital Stock that is a Certificated Security. (b) Each of the Mortgages delivered after the Closing Date (if any) will be, upon execution, effective to create in favor of the Lender 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 in the offices 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, case prior and superior in right to any other Person (subject to Liens permitted by Section 7.2)Person.

Security Documents. Subject to the time periods set forth in Schedule 5.2, the (a) The Guarantee and Collateral Agreement is effective to create in favor of the Lender Administrative Agent, for the benefit of the Secured Parties, a legal, valid and enforceable security interest in the Collateral described therein and proceeds thereof, except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting the enforcement of creditors’ rights generally or by general equitable principles (whether enforcement is sought by proceedings in equity or at law). In the case of the Pledged Stock described in the Guarantee and Collateral Agreement that are securities represented by stock certificates or otherwise constituting certificated securities within the meaning of Section 8-102(a)(15) of the UCC or the corresponding code or statute of any other applicable jurisdiction (“Certificated Securities”)Agreement, when any stock certificates representing such Pledged Stock are delivered to the LenderAdministrative 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 in appropriate form are filed in the offices specified on Schedule 4.194.19(a) (which financing statements have been duly completed and delivered to the Administrative Agent) and such other filings and actions as are specified on Schedule 3 to the Guarantee and Collateral Agreement have been completed (all of which filings have been duly completed), the Lender Guarantee and Collateral Agreement shall have constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral and the proceeds thereofthereof (other than Deposit Accounts, to the extent that there are no control agreements with respect thereto), as security for the Obligations, in which a security interest may be perfected by filing, recording or registering a financing statement or analogous document Obligations (as defined in the United States (or any political subdivision thereof) Guarantee and its territories and possessions pursuant to the UCC or upon the receipt and recording of an Intellectual Property Security Agreement with the USCRO or the USPTO, as applicableCollateral Agreement), in each case, case prior and superior in right to any other Person (except, in the case of Collateral other than Pledged Stock, Liens permitted by Section 7.2 or in the case of Collateral that is Pledged Stock, Liens permitted by Section 7.2 which arise by operation of law7.3). . (b) Each of the Mortgages delivered after the Closing Date will be, upon execution, is effective to create in favor of the Lender 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 in the offices for the applicable jurisdictions in which the Mortgaged Properties are located, each such Mortgage shall constitute constitute, or shall continue to constitute, as applicable, 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, case prior and superior in right to any other Person (subject to other than Persons holding Liens or other encumbrances or rights permitted by the relevant Mortgage), (i) in the case of the Mortgages to be executed and delivered on the Effective Date, when such Mortgages and the related fixture filings, if any, are filed in the offices specified on Schedule 4.19(b), (ii) in the case of any Mortgage to be executed and delivered pursuant to Section 7.26.10(b), when such Mortgages and the related fixture filings, if any, are filed in the recording office designated by the Borrower and (iii) in the case of the Mortgages executed and delivered prior to the Effective Date, upon the filing of the Mortgage Assignments and Mortgage Amendments in the appropriate recording office with respect to such Mortgage. Schedule 1.1B lists, as of the Effective Date, each parcel of owned real property and each leasehold interest in real property located in the United States and held by the Borrowers or any of their Subsidiaries.

Security Documents. Subject to the time periods set forth in Schedule 5.2, the (a) The Guarantee and Collateral Agreement is effective to create in favor of the Lender Administrative Agent, for the benefit of the Lenders, a legal, valid and enforceable security interest in the Collateral described therein and proceeds thereof, except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting the enforcement of creditors’ rights generally or by general equitable principles (whether enforcement is sought by proceedings in equity or at law). In the case of the Pledged Stock described in the Guarantee and Collateral Agreement that are securities represented by Agreement, when 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 certificates and related stock powers representing such Pledged Stock are delivered to the LenderAdministrative Agent (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 constituting personal property described in the Guarantee and Collateral Agreement, when financing statements and other filings specified on Schedule 4.19 3(a) to the Guarantee and Collateral Agreement in appropriate form are filed in the offices specified on Schedule 4.193(a) to the Guarantee and Collateral Agreement, to the extent that a security interest therein can be perfected by the filing of a financing statement or by the other filings described in Schedule 3(a) to the Guarantee and Collateral Agreement, the Lender Guarantee and Collateral Agreement shall have constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral and the proceeds thereof, as security for the Obligations, in which a security interest may be perfected by filing, recording or registering a financing statement or analogous document Obligations (as defined in the United States (or any political subdivision thereof) Guarantee and its territories and possessions pursuant to the UCC or upon the receipt and recording of an Intellectual Property Security Agreement with the USCRO or the USPTO, as applicableCollateral Agreement), in each case, 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 7.2 or in the case of Collateral that is Pledged Stock, Liens permitted by Section 7.2 which arise by operation of law7.03). . (b) Each of the Mortgages delivered after the Closing Date will be, upon execution, is effective to create in favor of the Lender 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 for specified on Schedule 3(b) to the applicable jurisdictions in which the Mortgaged Properties are locatedGuarantee 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, case prior and superior in right to any other Person (subject except as permitted by Section 7.03). Schedule 1.01(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, shall include a sub-heading for “Mortgaged Properties”. (c) Each of the UK Guarantee and Debenture and the UK Share Charge are effective to create in favor of the Administrative Agent, for the benefit of the Lenders, a legal, valid and enforceable security interest in the Collateral described therein and proceeds thereof. Upon completion of (i) any registration required by Section 395 of the Companies Act in England or, in respect of any real estate mortgages, H.M. Land Registry and (ii) the perfection requirements specified in the UK Guarantee and Debenture, the UK Guarantee and Debenture and the UK Share Charge shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the relevant Loan Parties in such Collateral and the proceeds thereof, as security for the Obligations (as defined therein), in each case prior and superior in right to any other Person (except Liens permitted by Section 7.27.03).

Security Documents. Subject to (a) The provisions of the time periods set forth in Schedule 5.2, the Guarantee U.S. Security Agreement (when executed and Collateral Agreement is delivered by all parties thereto) are effective to create in favor of the Lender Collateral Agent, for the benefit of the Secured Creditors, a legal, valid and enforceable security interest in the Collateral described therein and proceeds thereof, except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting the enforcement of creditors’ rights generally or by general equitable principles (whether enforcement is sought by proceedings in equity or at law). In the case of the Pledged Stock described in the Guarantee and Collateral Agreement that are securities represented by stock certificates or otherwise constituting certificated securities within the meaning of Section 8-102(a)(15) of the UCC or the corresponding code or statute of any other applicable jurisdiction (“Certificated Securities”), when certificates representing such Pledged Stock are delivered to the Lender, 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 in appropriate form are filed in the offices specified on Schedule 4.19, the Lender shall have a fully perfected Lien on, and security interest in, all right, title and interest of the Loan U.S. Credit Parties in such all of the Security Agreement Collateral described therein, and when proper UCC financing statements have been filed in the proceeds thereofappropriate filing offices against each U.S. Credit Party and/or the Collateral Agent has obtained “control” (within the meaning of the UCC) of the Core Deposit Accounts and DB Accounts thereunder, as security the Collateral Agent, for the Obligationsbenefit of the Secured Creditors, in which shall have a perfected security interest may in all right, title and interest in all of the Security Agreement Collateral described therein of such U.S. Credit Party to the extent such security interest can be perfected by filing, recording or registering filing a UCC financing statement or analogous document in under the United States (or any political subdivision thereof) and its territories and possessions pursuant UCC or, with respect to the UCC Core Deposit Accounts or upon DB Accounts, by the receipt and recording Collateral Agent having “control”, subject to no other Liens other than Permitted Liens (it being understood that the Permitted Liens described in Section 10.01(s) are subject to the terms of an Intellectual Property the Intercreditor Agreement at any time that Permitted Additional Secured Indebtedness is outstanding). (b) The Canadian Security Agreement with the USCRO or the USPTO, as applicable, in and each case, prior other Security Document governed by Canadian law (when executed and superior in right to any other Person (except, in the case of Collateral other than Pledged Stock, Liens permitted delivered by Section 7.2 or in the case of Collateral that is Pledged Stock, Liens permitted by Section 7.2 which arise by operation of law). Each of the Mortgages delivered after the Closing Date will be, upon execution, all parties thereto) are effective to create in favor of the Lender Collateral Agent for the benefit of the Secured Creditors, a legal, valid and enforceable Lien on the Mortgaged Properties described therein and proceeds thereof, and when the Mortgages are filed in the offices 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, in all right, title and interest of the Loan Canadian Credit Parties in all of the Mortgaged Properties Collateral described therein, and when proper filings have been made in the proceeds thereofappropriate filing offices against each Canadian Credit Party, the Collateral Agent, for the benefit of the Secured Creditors, will have a perfected security interest in all right, title and interest in all of the Collateral described therein of such Canadian Credit Party, to the extent such security interest can be perfected by making such filings under the PPSA, subject to no other Liens other than Permitted Liens. (c) The security interests created under the U.S. Pledge Agreement (when executed and delivered by all parties thereto) are effective to create in favor of the Collateral Agent, as security Pledgee, for the Obligations (as defined benefit of the Secured Creditors, a legal, valid and enforceable security interest in all right, title and interest of the U.S. Credit Parties in all of the Pledge Agreement Collateral described therein, and when proper UCC financing statements have been filed in the relevant Mortgage)appropriate filing offices against each U.S. Credit Party and/or the Collateral Agent has obtained “control” (within the meaning of the UCC) of the Pledge Agreement Collateral thereunder, the Collateral Agent for the benefit of the Secured Creditors shall have a perfected security interest in each caseall Pledge Agreement Collateral described in the U.S. Pledge Agreement to the extent such security interest can be perfected by filing a UCC financing statement under the UCC or by the Collateral Agent having “control” of such Pledge Agreement Collateral, prior and superior in right to any other Person (subject to no other Liens permitted by other than Permitted Liens (it being understood that the Permitted Liens described in Section 7.210.01(s) are subject to the terms of the Intercreditor Agreement at any time that Permitted Additional Secured Indebtedness is outstanding). No filings or recordings are required in order to perfect (or maintain the perfection or priority of) the security interests created in the Pledge Agreement Collateral under the U.S. Pledge Agreement other than with respect to that portion of such Pledge Agreement Collateral constituting a “general intangible” under the UCC.

Security Documents. Subject to the time periods set forth in Schedule 5.2, the Guarantee and Collateral (a) The Pledge Agreement is effective to create in favor of the Lender Collateral Agent a legal, valid and enforceable security interest in the Collateral described therein and proceeds thereof, except (as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting the enforcement of creditors’ rights generally or by general equitable principles (whether enforcement is sought by proceedings in equity or at law). In the case of the Pledged Stock described defined in the Guarantee and Collateral Agreement that are securities represented by stock certificates or otherwise constituting certificated securities within the meaning of Section 8-102(a)(15Pledge Agreement) of the UCC or the corresponding code or statute of any other applicable jurisdiction (“Certificated Securities”)and, when certificates representing such Pledged Stock are Collateral is delivered to the LenderCollateral Agent, the Pledge Agreement shall constitute a fully perfected first priority Lien on, and security interest in, all right, title and interest of each pledgor thereunder in such Collateral, in each case prior and superior in right to any other Person. (b) The Security Agreement is effective to create in favor of the Collateral Agent a legal, valid and enforceable security interest in the case of the other Collateral constituting personal property described (as defined in the Guarantee and Collateral Security Agreement) and, when financing statements and other filings specified on Schedule 4.19 in appropriate form are filed in the offices specified on Schedule 4.196 to the Perfection Certificate, the Lender Security Agreement shall have constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties grantors thereunder in such Collateral, to the extent that a security interest can be perfected in such Collateral and the proceeds thereof, as security for the Obligations, in which a security interest may be perfected by filing, recording or registering a financing statement or analogous document in the United States (or any political subdivision thereof) and its territories and possessions pursuant to the UCC Uniform Commercial Code or upon the receipt and recording of an Intellectual Property Security Agreement with the USCRO or the USPTO, as applicableother applicable law in such jurisdiction, in each case, 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 7.2 or in 6.02. (c) Each Mortgage, when duly executed and delivered by the case of Collateral that is Pledged Stockrelevant Loan Party, Liens permitted by Section 7.2 which arise by operation of law). Each of the Mortgages delivered after the Closing Date will be, upon execution, be effective to create create, subject to the exceptions listed in each title insurance policy covering such Mortgage, in favor of the Lender Collateral Agent, a legal, valid and enforceable Lien on all of the Loan Parties' right, title and interest in and to the Mortgaged Properties described therein thereunder and the proceeds thereof, and when the Mortgages are filed in the offices for specified on Schedule 3.16(c), the applicable jurisdictions in which the Mortgaged Properties are located, each such Mortgage Mortgages 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 Mortgage), in each case, case prior and superior in right to any other Person (subject Person, other than with respect to the rights of Persons pursuant to Liens expressly permitted by Section 7.2)6.02.

Security Documents. Subject to the time periods set forth in Schedule 5.2, the (a) The Guarantee and Collateral Agreement is effective to create in favor of the Lender Administrative Agent, for the ratable benefit of the Secured Parties, a legal, valid and enforceable security interest in the Collateral described therein and the proceeds thereof, except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting the enforcement of creditors’ rights generally or by general equitable principles (whether enforcement is sought by proceedings in equity or at law). In the case of the Pledged Stock Stock, if any, described in the Guarantee and Collateral Agreement that are securities represented by stock certificates or otherwise constituting certificated securities within the meaning of Section 8-102(a)(15) of the UCC or the corresponding code or statute of any other applicable jurisdiction (“Certificated Securities”), when certificates representing such Pledged Stock together with applicable endorsements are delivered to the LenderAdministrative 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 4.19(a) in appropriate form are filed in the offices specified on Schedule 4.194.19(a), the Lender Administrative 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 which a security interest may be perfected by filing, recording or registering a financing statement or analogous document in the United States (or any political subdivision thereof) and its territories and possessions pursuant to the UCC or upon the receipt and recording of an Intellectual Property Security Agreement with the USCRO or the USPTO, as applicable, in each case, case prior and superior in right to any other Person (except, in the case of Collateral other than Pledged Stock, Liens permitted by Section 7.2 or in 7.3). As of the case of Collateral Closing Date, no Loan Party that is Pledged Stock, Liens permitted by Section 7.2 which arise by operation of law). Each of the a limited liability company or partnership has any Capital Stock that is a Certificated Security. (b) Any Mortgages delivered after the Closing Date pursuant to Section 6.12 will be, upon execution, effective to create in favor of the Lender 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 in the offices 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, case prior and superior in right to any other Person (subject to Liens permitted by Section 7.2)Person.

Security Documents. Subject to the time periods set forth in Schedule 5.2, the (a) The Guarantee and Collateral Agreement is effective to create in favor of the Lender Administrative Agent, for the benefit of the Secured Parties, a legal, valid and enforceable security interest in the Collateral described therein in Section 3 thereof and proceeds thereof, except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting the enforcement of creditors’ rights generally or by general equitable principles (whether enforcement is sought by proceedings in equity or at law)such Collateral. In the case of (i) the Pledged Stock Equity Interests described in the Guarantee and Collateral Agreement that are securities represented by stock certificates or otherwise constituting certificated securities within the meaning of Section 8-102(a)(15) of the UCC or the corresponding code or statute of any other applicable jurisdiction (“Certificated Securities”)Agreement, when stock certificates representing such certificated Pledged Stock Equity Interests are delivered to the Lender, and Administrative Agent or when financing statements in appropriate form are filed in the case of offices specified on Schedule 4.19(a) and (ii) the other Collateral constituting personal property described in the Guarantee and Collateral Agreement, when financing statements and other filings specified on Schedule 4.19 4.19(a) (or otherwise notified to the Administrative Agent) in appropriate form are filed in the offices specified on Schedule 4.194.19(a) (or otherwise notified to the Administrative Agent), the Lender Guarantee and Collateral Agreement shall have constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral (other than Vehicles (as defined in the Guarantee and Collateral Agreement), Deposit Accounts (as defined in the Guarantee and Collateral Agreement), and leasehold estates in real property) and the proceeds thereof, as security for the Obligations, in which a security interest may be perfected by filing, recording or registering a financing statement or analogous document Obligations (as defined in the United States (or any political subdivision thereof) Guarantee and its territories and possessions pursuant to the UCC or upon the receipt and recording of an Intellectual Property Security Agreement with the USCRO or the USPTO, as applicableCollateral Agreement), in each case, case prior and superior in right to any other Person (except, in the case of Collateral other than Pledged StockEquity Interests, Liens permitted by Section 7.2 or in the case of Collateral that is Pledged Stock, Liens permitted by Section 7.2 which arise by operation of law7.3). . (b) Each of the Mortgages delivered after the Closing Date will be, upon execution, is effective to create in favor of the Lender Administrative Agent, for the benefit of the Secured Parties, a legal, valid and enforceable Lien on the Mortgaged Properties described therein and proceeds thereof, thereof and when the Mortgages are filed in the offices 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 such Mortgaged Properties and the proceeds thereof, as security for the Obligations (as defined in the relevant Mortgage), in each case, case prior and superior in right to any other Person (subject to except Liens permitted by Section 7.2)7.3.

Security Documents. Subject to (a) Each of the time periods set forth in Schedule 5.2, Cash Collateral Agreement and the Guarantee and Collateral Agreement is effective until release thereof permitted under this Agreement to create in favor of the Lender Agent, for the benefit of the Lenders, a legal, valid and enforceable security interest in the Collateral described therein and proceeds thereof, except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting the enforcement of creditors’ rights generally or by general equitable principles (whether enforcement is sought by proceedings in equity or at law). In the case of the Pledged Stock Collateral described in the Guarantee and Collateral Agreement that are securities represented by stock certificates or otherwise constituting certificated securities within the meaning of Section 8-102(a)(15) of the UCC or the corresponding code or statute of any other applicable jurisdiction (“Certificated Securities”), when certificates representing such Pledged Stock are delivered to the Lender, 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 in appropriate form are filed in the offices specified on Schedule 4.19, the Lender shall have Collateral Agreement constitutes a fully perfected 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 UCC as in effect at the relevant time in the relevant jurisdiction) and the proceeds thereof, as security for the Obligations (as defined in the Collateral Agreement), in each case prior and superior in right to any other Person except Liens permitted under Section 6.01(1) through (7). In the case of the Collateral described in the Cash Collateral Agreement, the Cash Collateral Agreement constitutes a fully perfected Lien on all right, title and interest of the Borrower and the Guarantors in such Collateral and the proceeds thereof, as security for the Obligations, in which a security interest may be perfected by filing, recording or registering a financing statement or analogous document Obligations (as defined in the United States (or any political subdivision thereof) and its territories and possessions pursuant to the UCC or upon the receipt and recording of an Intellectual Property Security Agreement with the USCRO or the USPTO, as applicableCash Collateral Agreement), in each case, case prior and superior in right to any other Person Person. (exceptb) Upon execution and delivery thereof until release thereof permitted under this Agreement, in the case of Collateral other than Pledged Stock, Liens permitted by Section 7.2 or in the case of Collateral that is Pledged Stock, Liens permitted by Section 7.2 which arise by operation of law). Each each of the Mortgages delivered after the Closing Date will be, upon execution, is effective to create in favor of the Lender 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 for the applicable jurisdictions in which the Mortgaged Properties are locatedappropriate 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, case prior and superior in right to any other Person (subject other than those exceptions to title set forth in the applicable title insurance policy described in subclause (c) of item (4) of the Secured Borrowing Base Conditions and other than Liens permitted by pursuant to clause (g) of the definition of Mortgage Conditions or Section 7.26.01(7)).

Security Documents. Subject Each Borrower shall, and shall cause each of its Material Subsidiaries to, execute and deliver to the time periods set forth in Schedule 5.2, the Guarantee and Collateral Agreement is effective to create in favor Administrative Agent on behalf of the Lender a legal, valid and enforceable security interest in the Collateral described therein and proceeds thereof, except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating Lenders to or affecting the enforcement of creditors’ rights generally or by general equitable principles (whether enforcement is sought by proceedings in equity or at law). In the case of the Pledged Stock described in the Guarantee and Collateral Agreement that are securities represented by stock certificates or otherwise constituting certificated securities within the meaning of Section 8-102(a)(15) of the UCC or the corresponding code or statute of any other applicable jurisdiction (“Certificated Securities”), when certificates representing such Pledged Stock are delivered to the Lender, 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 in appropriate form are filed in the offices specified on Schedule 4.19, the Lender 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 secure the Obligations, the following documents to be in which a security interest may be perfected by filing, recording or registering a financing statement or analogous document in the United States (or any political subdivision thereof) form and its territories and possessions pursuant substance satisfactory to the UCC or upon Administrative Agent and the receipt Credit Facility Lenders: (a) unconditional and recording unlimited guarantee of an Intellectual Property Security Agreement with Osprey GP, each other Material Subsidiary, Amalco I and Nominee in respect of the USCRO or Obligations; (b) general security agreements creating a first priority security interest, subject only to Permitted Liens, in all of the USPTOpersonal property, assets and undertaking of each Borrower (including Bidco, as applicableand from the Bidco Effective Date), Amalco I, Nominee and each Material Subsidiary (and a deed of hypothec to the same effect in respect of Bidco, as and from the Bidco Effective Date); (c) debenture of Osprey LP and each caseMaterial Subsidiary creating a first fixed charge, prior subject only to Permitted Liens, on all of its owned and superior leasehold real property together with a related debenture delivery or pledge agreement; (d) assignment of all property and business interruption insurance policies; (e) specific assignments of certain contracts by Osprey LP and each Material Subsidiary, acknowledged by all parties to such contracts; (f) pledges of shares, intercompany indebtedness and all other ownership interests of each Subsidiary of the Borrowers and each Material Subsidiary; (g) subordination and/or inter-creditor agreement in right respect of all Permitted Subordinated Debt; (h) pledge of all of the Securities of Osprey LP and Osprey GP, and of the Fund (as and from the Bidco Effective Date); (i) pledge of all of the Securities of Amalco I and Nominee; and (j) such other security as the Credit Facility Lenders may reasonably require, including revisions to any other Person (except, in the case of Collateral other than Pledged Stock, Liens permitted by Section 7.2 or in the case of Collateral that is Pledged Stock, Liens permitted by Section 7.2 which arise by operation of law). Each of the Mortgages delivered after the Closing Date will beforegoing security, upon executionif necessary, effective to create in favor of the Lender a legal, valid and enforceable Lien on the Mortgaged Properties described therein and proceeds thereof, and when the Mortgages are filed in the offices for reflect any uncertificated securities held by 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 (subject to Liens permitted by Section 7.2)pledgor.

Security Documents. Subject to the time periods set forth in Schedule 5.2, the Guarantee and Collateral (a) The Pledge Agreement is effective to create in favor of the Lender Collateral Agent, for the ratable benefit of the Secured Parties, a legal, valid and enforceable security interest in the Collateral described therein and proceeds thereof(as defined in the Pledge Agreement) and, except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting when the enforcement of creditors’ rights generally or by general equitable principles (whether enforcement is sought by proceedings in equity or at law). In the case portion of the Pledged Stock described in the Guarantee and Collateral Agreement that are securities represented by stock certificates or otherwise constituting certificated securities within (as defined in the meaning of Section 8-102(a)(15Uniform Commercial Code) of the UCC or the corresponding code or statute of any other applicable jurisdiction (“Certificated Securities”), when certificates representing such Pledged Stock are is delivered to the LenderCollateral Agent, the Pledge Agreement shall constitute a fully perfected first priority Lien on, and security interest in, all right, title and interest of the pledgor thereunder in such Collateral, in each case prior and superior in right to any other Person. (b) The Security Agreement is effective to create in favor of the Collateral Agent, for the ratable benefit of the Secured Parties, a legal, valid and enforceable security interest in the case of the other Collateral constituting personal property described (as defined in the Guarantee and Collateral Security Agreement) and, when financing statements and other filings specified on Schedule 4.19 in appropriate form are filed in the offices specified on Schedule 4.196 to the Perfection Certificate, the Lender Security Agreement shall have 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 (other than the proceeds thereof, Intellectual Property (as security for the Obligations, in which a security interest may be perfected by filing, recording or registering a financing statement or analogous document defined in the United States (or any political subdivision thereof) and its territories and possessions pursuant to the UCC or upon the receipt and recording of an Intellectual Property Security Agreement with the USCRO or the USPTO, as applicableAgreement)), in each case, 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 7.2 or in the case of Collateral that Security Agreement. (c) When the Security Agreement is Pledged Stock, Liens permitted by Section 7.2 which arise by operation of law). Each of the Mortgages delivered after the Closing Date will be, upon execution, effective to create in favor of the Lender a legal, valid and enforceable Lien on the Mortgaged Properties described therein and proceeds thereof, and when the Mortgages are filed in the offices for United States Patent and Trademark Office and the applicable jurisdictions in which United States Copyright Office, the Mortgaged Properties are located, each such Mortgage security interest created thereunder 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)Security Agreement) in which a security interest may be perfected by filing, recording or registering a security agreement, financing statement or analogous document in the United States Patent and Trademark Office or the United States Copyright Office, as applicable, in each case, case prior and superior in right to any other Person Person, other than with respect to the rights of Persons pursuant to Liens expressly permitted by the Security Agreement (it being understood that subsequent recordings in the United States Patent and Trademark Office and the United States Copyright Office may be necessary to perfect a lien on registered trademarks, trademark applications and copyrights acquired by the Loan Parties after the date hereof). (d) Each Mortgage is effective to create, subject to the exceptions listed in each title insurance policy covering such Mortgage, in favor of the Collateral Agent, for the ratable benefit of the Secured Parties, a legal, valid and enforceable Lien on all of the Loan Parties' right, title and interest in and to the Mortgaged Property thereunder and the proceeds thereof, and when such Mortgage is filed in the offices specified on Schedule 3.18(d), such Mortgage shall constitute a Lien on, and security interest in, all right, title and interest of the Loan Parties in such Mortgaged Property and the proceeds thereof, in each case prior and superior in right to any other Person, other than with respect to the rights of Persons pursuant to Liens expressly permitted by Section 7.2).such Mortgage. 74 69

Security Documents. Subject to the time periods set forth (a) Except as otherwise provided in Schedule 5.2Section 3.19(b) and Section 3.19(c), the Guarantee and Collateral Agreement is effective to create creates in favor of the Lender Collateral Trustee, for the ratable benefit of the Secured Parties, a legal, valid and enforceable security interest in the Collateral described to the extent intended to be created thereby and required therein and proceeds thereof, except as enforceability may be limited (i) upon the taking of possession or control by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting the enforcement of creditors’ rights generally or by general equitable principles (whether enforcement is sought by proceedings in equity or at law). In the case Collateral Trustee of the Pledged Stock described in Collateral as required by the Guarantee and Collateral Agreement that are securities represented by stock certificates or otherwise constituting certificated securities within the meaning of Section 8-102(a)(15) of the UCC or the corresponding code or statute of any other applicable jurisdiction (“Certificated Securities”), when certificates representing such Pledged Stock are delivered to the Lender, and in the case of the other Collateral constituting personal property described in the Guarantee and Collateral Agreement, the Liens created by the Collateral Agreement shall constitute fully perfected Liens on, and security interests in, all right, title and interest of the grantors in such Pledged Collateral, in each case prior and superior in right to any other person, and (ii) when financing statements and other filings specified on Schedule 4.19 in appropriate form are filed in accepted by the appropriate filing offices specified on Schedule 4.193.19(a), the Lender Lien created under the Collateral Agreement shall have constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such all Collateral and the proceeds thereof, as security for the Obligations, in which a security interest therein may be perfected by filing, recording or registering a the filing of financing statement or analogous document statements in the United States (or any political subdivision thereof) and its territories and possessions pursuant to the UCC or upon the receipt and recording of an Intellectual Property Security Agreement with the USCRO or the USPTO, as applicablesuch offices, in each case, 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 7.2 6.02 or the Collateral Agreement. (b) Upon the recordation of an intellectual property security agreement with the United States Patent and Trademark Office or the United States Copyright Office, as applicable, together with the financing statements or such other filings in the case of Collateral that is Pledged Stock, Liens permitted by Section 7.2 which arise by operation of law). Each of the Mortgages delivered after the Closing Date will be, upon execution, effective to create in favor of the Lender 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 for specified on Schedule 3.19(a), the applicable jurisdictions in which Lien created under the Mortgaged Properties are located, each such Mortgage 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)Collateral Agreement) in which a security interest may be perfected by filing financing statements or filings with the United States Patent and Trademark Office or the United States Copyright Office, in each case, case prior and superior in right to any other Person (subject person, other than with respect to Liens expressly permitted by Section 7.26.02 (it being understood that subsequent recordings in the United States Patent and Trademark Office or 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 Loan Parties after the Closing Date). (c) The Mortgages are, or will be when entered into, effective to create in favor of the Collateral Trustee, for the ratable benefit of the Secured Parties, a legal, valid and enforceable Lien on all of the Loan Parties’ right, title and interest in and to the Mortgaged Vessel thereunder, and when the Mortgages are duly filed with the applicable filing office and all related recording fees paid, the Mortgages shall constitute a fully perfected Lien on all right, title and interest of the Loan Parties in such Mortgaged Vessel, in each case prior and superior in right to any other person, other than with respect to the rights of persons pursuant to Liens expressly permitted by Section 6.02 or by such mortgage.

Security Documents. Subject to the time periods set forth in Schedule 5.2, the (a) The Guarantee and Collateral Agreement is effective to create in favor of the Lender Administrative Agent, for the benefit of the Secured Parties, a legal, valid and enforceable security interest in the Collateral described therein and proceeds thereof, except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting the enforcement of creditors’ rights generally or by general equitable principles (whether enforcement is sought by proceedings in equity or at law). In the case of the Pledged Stock described in the Guarantee and Collateral Agreement that are securities represented by stock certificates or otherwise constituting certificated securities within the meaning of Section 8-102(a)(15) of the UCC or the corresponding code or statute of any other applicable jurisdiction (“Certificated Securities”)Agreement, when any stock certificates representing such Pledged Stock are delivered to the LenderAdministrative 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 in appropriate form are filed in the offices specified on Schedule 4.194.19(a) (which financing statements have been duly completed and delivered to the Administrative Agent), the Lender Guarantee and Collateral Agreement shall have constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral and the proceeds thereof, as security for the Obligations, in which a security interest may be perfected by filing, recording or registering a financing statement or analogous document Obligations (as defined in the United States (or any political subdivision thereof) Guarantee and its territories and possessions pursuant to the UCC or upon the receipt and recording of an Intellectual Property Security Agreement with the USCRO or the USPTO, as applicableCollateral Agreement), in each case, case prior and superior in right to any other Person (except, in the case of Collateral other than Pledged Stock, Liens permitted by Section 7.2 or in the case of Collateral that is Pledged Stock, Liens permitted by Section 7.2 which arise by operation of law7.3). . (b) Each of the Mortgages delivered after the Closing Date will be, upon execution, is effective to create in favor of the Lender 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 in the offices for specified on Schedule 4.19(b) (in the applicable jurisdictions case of the Mortgages to be executed and delivered on the Closing Date) or in which the Mortgaged Properties are locatedrecording 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, case prior and superior in right to any other Person (subject to other than Persons holding Liens or other encumbrances or rights permitted by Section 7.2the relevant Mortgage). Schedule 1.1B lists, as of the Closing Date, each parcel of owned Real Property and each leasehold interest in Real Property located in the United States and held by the Borrower or any of its Subsidiaries.

Security Documents. Subject to the time periods set forth in Schedule 5.2, the (a) The Guarantee and Collateral Agreement is effective to create in favor of the Lender Administrative Agent, for the benefit of the Secured Parties, a legal, valid and enforceable security interest in the Collateral described therein and proceeds thereof, except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting the enforcement of creditors’ rights generally or by general equitable principles (whether enforcement is sought by proceedings in equity or at law). In the case of the Pledged Stock described (as defined in the Guarantee and Collateral Agreement Agreement) that are securities represented by stock certificates or otherwise constituting certificated securities within the meaning of Section 8-102(a)(15) of the UCC or the corresponding code or statute of any other applicable jurisdiction (“Certificated Securities”), when certificates representing such Pledged Stock are delivered to the LenderAdministrative 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 4.19(a) in appropriate form are filed in the offices specified on Schedule 4.194.19(a), the Lender Administrative 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 which a security interest may be perfected by filing, recording or registering a financing statement or analogous document in the United States (or any political subdivision thereof) and its territories and possessions pursuant to the UCC or upon the receipt and recording of an Intellectual Property Security Agreement with the USCRO or the USPTO, as applicable, in each case, case prior and superior in right to any other Person (except, in the case of Collateral other than Pledged Stock, Liens permitted by Section 7.2 7.3). As of the Closing Date, none of the Borrower or in the case of Collateral any Guarantor that is Pledged Stock, Liens permitted by Section 7.2 which arise by operation of law). a limited liability company or partnership has any Capital Stock that is a Certificated Security. (b) Each of the Mortgages delivered after the Closing Date will be, upon execution, effective to create in favor of the Lender 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 in the offices 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, case prior and superior in right to any other Person (subject to Liens permitted by Section 7.2)Person.

Security Documents. Subject to the time periods set forth in Schedule 5.2, the (a) The Guarantee and Collateral Agreement is effective to create in favor of the Lender Administrative Agent, for the ratable benefit of the Secured Parties, a legal, valid and enforceable security interest in the Collateral described therein and the proceeds thereof, except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting the enforcement of creditors’ rights generally or by general equitable principles (whether enforcement is sought by proceedings in equity or at law). In the case of the Pledged Stock Stock, if any, described in the Guarantee and Collateral Agreement that are securities represented by stock certificates or otherwise constituting certificated securities within the meaning of Section 8-102(a)(15) of the California UCC or the corresponding code or statute of any other applicable jurisdiction (“Certificated Securities”), when certificates representing such Pledged Stock are delivered to the LenderAdministrative 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 4.19(a) in appropriate form are filed in the offices specified on Schedule 4.194.19(a), the Lender Administrative 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 which a security interest may be perfected by filing, recording or registering a financing statement or analogous document in the United States (or any political subdivision thereof) and its territories and possessions pursuant to the UCC or upon the receipt and recording of an Intellectual Property Security Agreement with the USCRO or the USPTO, as applicable, in each case, case prior and superior in right to any other Person (except, in the case of Collateral other than Pledged Stock, Liens permitted by Section 7.2 or in 7.3). As of the case of Collateral Closing Date, no Loan Party that is Pledged Stock, Liens permitted by Section 7.2 which arise by operation of law). Each of the a limited liability company or partnership has any Capital Stock that is not a Certificated Security. (b) Any Mortgages delivered after the Closing Date pursuant to Section 6.12 will be, upon execution, effective to create in favor of the Lender 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 in the offices 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, case prior and superior in right to any other Person (subject to Liens permitted except as expressly provided by Section 7.27.3).

Security Documents. Subject to the time periods set forth in Schedule 5.2, the (a) The Guarantee and Collateral Agreement is effective to create in favor of the Lender Administrative Agent, for the benefit of the Secured Parties, a legal, valid and enforceable security interest in the Collateral described therein and proceeds thereof, except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting the enforcement of creditors’ rights generally or by general equitable principles (whether enforcement is sought by proceedings in equity or at law). In the case of the Pledged Stock described in the Guarantee and Collateral Agreement that are securities represented by stock certificates or otherwise constituting certificated securities within the meaning of Section 8-102(a)(15) of the UCC or the corresponding code or statute of any other applicable jurisdiction (“Certificated Securities”), when certificates representing such Pledged Stock are delivered to the LenderAdministrative 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 4.19(a) in appropriate form are filed in the offices specified on Schedule 4.194.19(a), the Lender Administrative Agent, for the benefit of the Secured Parties, shall have a fully perfected (to the extent perfection of such Liens and security interests are accomplished by such delivery or filing) 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 which a security interest may be perfected by filing, recording or registering a financing statement or analogous document in the United States (or any political subdivision thereof) and its territories and possessions pursuant to the UCC or upon the receipt and recording of an Intellectual Property Security Agreement with the USCRO or the USPTO, as applicable, in each case, case prior and superior in right to any other Person (except, except (i) in the case of Collateral other than Pledged Stock, Liens permitted by Section 7.2 or 7.3, and (ii) in the case of Collateral that is Pledged Stock, Liens permitted by Section 7.2 which arise arising by operation of lawlaw which do not have priority over the Liens of the Administrative Agent). As of the Closing Date no Loan Party that is a limited liability company or partnership has any Capital Stock that is not a Certificated Security. (b) Each of the Mortgages delivered after the Closing Date will beDate, upon execution, effective to create in favor of the Lender a legal, valid and enforceable Lien on the Mortgaged Properties described therein and proceeds thereof, and when the Mortgages are filed in the offices for the applicable jurisdictions in which the Mortgaged Properties are located, each such Mortgage shall constitute a fully enforceable and 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, case prior and superior in right to any other Person (subject to other than Liens upon the Mortgage Properties permitted by Section 7.27.3).

Security Documents. Subject to (a) Each of the time periods set forth in Schedule 5.2, the Guarantee and Collateral Agreement Security Documents is effective to create in favor of the Lender Administrative Agent, for the benefit of the holders of Secured Obligations, a legal, valid and enforceable security interest in the Collateral described therein and proceeds thereof, except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting the enforcement of creditors’ rights generally or by general equitable principles (whether enforcement is sought by proceedings in equity or at law). In the case of the Equity Interests pledged under the Pledge Agreement (the “Pledged Stock described in the Guarantee and Collateral Agreement that are securities represented by stock certificates or otherwise constituting certificated securities within the meaning of Section 8-102(a)(15) of the UCC or the corresponding code or statute of any other applicable jurisdiction (“Certificated SecuritiesStock”), when the Administrative Agent obtains control of stock certificates representing such the Pledged Stock are delivered to the LenderStock, and in the case of the other Collateral constituting personal property described in the Guarantee and Collateral Security Agreement, when financing statements and other filings specified on Schedule 4.19 in appropriate form are or have been filed in the offices specified on Schedule 4.19appropriate offices, each of the Lender Security Agreement and the Pledge Agreement shall have constitute a fully fully-perfected Lien on, and security interest in, all right, title and interest of the Loan Parties Grantors in such Collateral and the proceeds thereof, to the extent a security interest can be perfected by filing or other action required thereunder as security for the Secured Obligations, in which a security interest may be perfected by filing, recording or registering a financing statement or analogous document in the United States (or any political subdivision thereof) and its territories and possessions pursuant to the UCC or upon the receipt and recording of an Intellectual Property Security Agreement with the USCRO or the USPTO, as applicable, in each case, case prior and superior in right to any other Person (except, in the case of Collateral other than the Pledged StockStock with respect to which the Collateral Agent has control, Liens permitted by Section 7.2 or in the case of Collateral that is Pledged Stock, Liens permitted by Section 7.2 which arise by operation of law6.3). . (a) Each of the Mortgages delivered after the Closing Date will be, upon execution, is effective to create in favor of the Lender Collateral Agent or the Mine Collateral Agent (as the case may be), for the benefit of the holders of Secured Obligations, a legal, valid and enforceable Lien on the Mortgaged mortgaged Properties described therein and proceeds thereof, contains all remedies customarily afforded to a commercial lender in the jurisdiction in which the applicable mortgaged Property is located, and when the Mortgages are or have been filed in the offices for the applicable jurisdictions in which the Mortgaged Properties are locatedappropriate 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 such properties and the proceeds thereof, as security for the Obligations (as defined in the relevant Mortgage)Secured Obligations, in each case, case prior and superior in right to any other Person (subject to except for Liens permitted by Section 7.26.3).

Security Documents. Subject to the time periods set forth in Schedule 5.2, the (a) The Guarantee and Collateral Agreement is effective to create in favor of the Lender Administrative Agent, for the benefit of the Secured Parties, a legal, valid and enforceable security interest in the Collateral described therein and proceeds thereof, except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting the enforcement of creditors’ rights generally or by general equitable principles (whether enforcement is sought by proceedings in equity or at law). In the case of the Pledged Stock described in the Guarantee and Collateral Agreement that are securities represented by stock certificates or otherwise constituting certificated securities within the meaning of Section 8-102(a)(15) of the UCC or the corresponding code or statute of any other applicable jurisdiction (“Certificated Securities”)Agreement, when stock certificates representing such Pledged Stock are delivered to the LenderAdministrative Agent, and in the case of the other Collateral constituting personal property described in the Guarantee and Collateral AgreementAgreement in which a Lien can be perfected by the filing of a financing statement, when financing statements and other filings specified on Schedule 4.19 5.19(a) in appropriate form are filed in the offices specified on Schedule 4.195.19(a), the Lender Guarantee and Collateral Agreement shall have constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties Group Members in such Collateral and the proceeds thereof, as security for the Obligations, in which a security interest may be perfected by filing, recording or registering a financing statement or analogous document Obligations (as defined in the United States (or any political subdivision thereof) Guarantee and its territories and possessions pursuant to the UCC or upon the receipt and recording of an Intellectual Property Security Agreement with the USCRO or the USPTO, as applicableCollateral Agreement), in each case, case prior and superior in right to any other Person (except, in the case of Collateral other than Pledged Stock, Liens permitted by Section 7.2 or 8.3 and, in the case of Collateral that is constitutes Pledged Stock, Liens permitted by Section 7.2 which arise by operation described in clauses (a), (i) and (j) of lawthe definition of Excepted Liens). . (b) Each of the Mortgages delivered after the Closing Date will be, upon execution, is effective to create in favor of the Lender 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 in the offices for the applicable jurisdictions in which the Mortgaged Properties are locatedspecified on Schedule 5.19(b), each such Mortgage shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties Group Members in the Mortgaged Properties and the proceeds thereof, as security for the Obligations (as defined in the relevant Mortgage), in each case, case prior and superior in right to any other Person (subject to except Liens permitted by Section 7.28.3). As of the Restatement Date, no Group Member owns any parcel of real property that has a value in excess of $10,000,000.

Security Documents. Subject to the time periods set forth in Schedule 5.2, the Guarantee and Collateral (a) (i) The Security Agreement is effective to create in favor of the Lender a Collateral Agent for its benefit and the benefit of the Secured Parties legal, valid and enforceable security interest in the Collateral described therein (subject to bankruptcy and proceeds thereof, except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting the enforcement of creditors’ rights generally or by general equitable principles (whether enforcement is sought by proceedings generally) security interests in equity or at law). In the case of the Pledged Stock described Collateral (as defined in the Guarantee Security Agreement) and Collateral Agreement that are securities represented by stock certificates or otherwise constituting certificated securities within the meaning of Section 8-102(a)(15(ii) of the UCC or the corresponding code or statute of any other applicable jurisdiction (“Certificated Securities”), when certificates representing such Pledged Stock are delivered to the Lender, and in the case of the other Collateral constituting personal property described in the Guarantee and Collateral Agreement, x) when financing statements and other filings specified on Schedule 4.19 in appropriate form are filed in the offices specified on Schedule 4.197 to the Perfection Certificate and (y) upon the taking of possession or control by the Collateral Agent of any such Collateral in 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 Security Agreement), the Lender Security Agreement shall have constitute a fully perfected Second Priority Lien on, and security interest in, all right, title and interest of the grantors thereunder in such Pledged Collateral (other than the Intellectual Property Collateral (as defined in the Security Agreement)) to the extent such Lien and security interest can be perfected by the filing of a financing statement pursuant to the UCC or by possession or control by the Collateral Agent, in each case prior and superior in right to any other Person, other than any holder of Permitted Liens. Without limitation to the foregoing, no consent of any Person including any other general or limited partner, any other member of a limited liability company, any other shareholder or any other trust beneficiary is necessary in connection with the creation, perfection or Second Priority status of the security interest of the Collateral Agent in any Equity Interests pledged to the Collateral Agent for the benefit of the Secured Parties under the Security Agreement or the exercise by the Collateral Agent of the voting or other rights provided for in the Security Agreement or the exercise of remedies in respect thereof (other than the First Lien Collateral Agent). Prior to the satisfaction of the Discharge Conditions, the representations made in this Section 3.20(a) with respect to possession or control of any Collateral by the Collateral Agent shall be deemed to refer to the possession or control of such Collateral by the First Lien Collateral Agent (holding for the benefit of the Collateral Agent). (b) When the filings in clause (ii)(x) of Section 3.20(a) are made and when the Security Agreement (or a short form security agreement substantially in the form of Exhibit 6, Exhibit 7 or Exhibit 8, as applicable, to the Security Agreement) is filed in the United States Patent and Trademark Office and the United States Copyright Office, the Security Agreement shall constitute a fully perfected Second Priority Lien on, and security interest in, all right, title and interest of the Loan Parties in such the Intellectual Property Collateral and (as defined in the proceeds thereof, as security for the Obligations, Security Agreement) in which a security interest may be perfected by such filing, recording or registering a financing statement or analogous document registration (it being understood that subsequent recordings in the United States (or any political subdivision thereof) Patent and its territories Trademark Office and possessions pursuant the United States Copyright Office may be necessary to perfect a Lien on registered trademarks, trademark applications and copyrights acquired by the UCC or upon the receipt and recording of an Intellectual Property Security Agreement with the USCRO or the USPTO, as applicable, in each case, prior and superior in right to any other Person (except, in the case of Collateral other than Pledged Stock, Liens permitted by Section 7.2 or in the case of Collateral that is Pledged Stock, Liens permitted by Section 7.2 which arise by operation of law). Each of the Mortgages delivered Loan Parties after the Closing Date will be, upon execution, Date). (c) Each Mortgage (when such Mortgage is filed in the offices identified in the local counsel opinion delivered with respect thereto) is effective to create create, in favor of the Lender a Collateral Agent, for the benefit of the Secured Parties, legal, valid and enforceable Lien on (subject to bankruptcy and creditors’ rights generally) Second Priority Liens on, and security interests in, all of the Loan Parties’ right, title and interest in and to the Mortgaged Properties described therein thereunder and the proceeds thereof, subject only to Permitted Encumbrances or other Liens acceptable to the Collateral Agent, and when the Mortgages are filed in the offices for specified on Schedule 3.20(c) (or, in the applicable jurisdictions case of any Mortgage executed and delivered after the date hereof in which accordance with the Mortgaged Properties are locatedprovisions of Sections 5.10 and 5.11, each when such Mortgage is filed in the offices specified in the local counsel opinion delivered with respect thereto in accordance with the provisions of Sections 5.10 and 5.11), the Mortgages shall constitute a fully perfected Lien Liens on, and security interest interests in, all right, title and interest of the Loan Parties in the Mortgaged Properties and the proceeds thereof, as security for the Obligations (as defined in the relevant Mortgage), in each case, case prior and superior in right to any other Person Person, other than Permitted Encumbrances. (d) Each Security Document delivered pursuant to Sections 5.10 and 5.11 will, upon execution and delivery thereof, be effective to create in favor of the Collateral Agent, for the benefit of the Secured Parties, legal, valid and enforceable (subject to bankruptcy and creditors’ rights generally) Second Priority Liens permitted on, and security interests in, all of the Loan Parties’ right, title and interest in and to the Collateral thereunder, and (i) when all appropriate filings or recordings are made in the appropriate offices as may be required under applicable law 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 such possession or control shall be given to the Collateral Agent to the extent required by any Security Document), such Security Document will constitute a fully perfected Lien on (subject to any exceptions set forth in such Security Document), and security interests in, all right, title and interest of the Loan Parties in such Collateral, in each case subject to no Liens other than the applicable Permitted Liens. Prior to the satisfaction of the Discharge Conditions, the representations made in this Section 7.23.20(d) with respect to possession or control of any Collateral by the Collateral Agent shall be deemed to refer to the possession or control of such Collateral by the First Lien Collateral Agent (holding for the benefit of the Collateral Agent).

Security Documents. Subject to the time periods set forth in Schedule 5.2, the (a) The Guarantee and Collateral Agreement is effective to create in favor of the Lender Administrative Agent, for the ratable benefit of the Secured Parties, a legal, valid valid, binding and enforceable security interest in the Collateral described therein and proceeds thereof, except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting the enforcement of creditors’ rights generally or by general equitable principles thereof and (whether enforcement is sought by proceedings i) in equity or at law). In the case of the Pledged Stock described in Collateral, upon the Guarantee and Collateral Agreement that are securities represented by stock certificates or otherwise constituting certificated securities within the meaning earlier of Section 8-102(a)(15(A) of the UCC or the corresponding code or statute of any other applicable jurisdiction (“Certificated Securities”), when certificates representing such Pledged Stock are Collateral is delivered to the Lender, Administrative Agent and in the case of the other Collateral constituting personal property described in the Guarantee and Collateral Agreement, (B) when financing statements and other filings specified on Schedule 4.19 in appropriate form are filed in the offices specified on Schedule 4.193.19(a) and (ii) in the case of all other Collateral described therein (other than Intellectual Property Collateral), when financing statements in appropriate form are filed in the offices specified on Schedule 3.19(a), the Lender Guarantee and Collateral Agreement shall have constitute a fully perfected 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 Obligations, in which each case prior and superior to the rights of any other person (except, in the case of all Collateral other than Pledged Collateral, with respect to Liens expressly permitted by Section 6.02). (b) Each Intellectual Property Security Agreement is effective to create in favor of the Administrative Agent, for the ratable benefit of the Secured Parties, a legal, valid, binding and enforceable security interest may be perfected by filing, recording or registering a financing statement or analogous document in the Intellectual Property Collateral described therein and proceeds thereof. When each Intellectual Property Security Agreement is filed in the United States (or any political subdivision thereof) Patent and its territories Trademark Office and possessions pursuant to the UCC or upon United States Copyright Office, respectively, together with financing statements in appropriate form filed in the receipt and recording of an offices specified in Schedule 3.19(a), such Intellectual Property Security Agreement with shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the USCRO or grantors thereunder in the USPTOIntellectual Property Collateral and proceeds thereof, as applicablesecurity for the Obligations, in each case, case prior and superior in right to any other Person person (except, in the case of Collateral other than Pledged Stock, except with respect to Liens expressly permitted by Section 7.2 or 6.02) (it being understood that subsequent recordings in the case of Collateral that is Pledged StockUnited States Patent and Trademark Office and the United States Copyright Office may be necessary to perfect a lien on registered trademarks, Liens permitted trademark applications and copyrights acquired by Section 7.2 which arise by operation of lawthe grantors after the date hereof). . (c) Each of the Mortgages delivered after the Closing Date will be, upon execution, is effective to create in favor of the Lender Administrative Agent, for the ratable benefit of the Secured Parties, a legal, valid valid, binding 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, and when the Mortgages are filed in the offices for the applicable jurisdictions in which the Mortgaged Properties are locatedspecified on Schedule 3.19(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 Obligations (as defined in the relevant Mortgage)Obligations, in each case, case prior and superior in right to any other Person person (subject except with respect to Liens expressly permitted by Section 7.26.02).

Security Documents. Subject to the time periods set forth in Schedule 5.2, the (a) The Guarantee and Collateral Agreement is effective to create in favor of the Lender Administrative Agent, for the benefit of the Secured Parties, a legal, valid and enforceable security interest in the Collateral described therein and proceeds thereof, except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting the enforcement of creditors’ rights generally or by general equitable principles (whether enforcement is sought by proceedings in equity or at law). In the case of the Pledged Stock described in the Guarantee and Collateral Agreement that are securities represented by stock certificates or otherwise constituting certificated securities within the meaning of the Section 8-102(a)(15) of the New York UCC or the corresponding code or statute of any other applicable jurisdiction (“Certificated Securities”), when certificates representing such Pledged Stock are delivered to the LenderAdministrative 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 4.19(a) in appropriate form are filed in the offices specified on Schedule 4.194.19(a), the Lender Administrative 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 which a security interest may be perfected by filing, recording or registering a financing statement or analogous document in the United States (or any political subdivision thereof) and its territories and possessions pursuant to the UCC or upon the receipt and recording of an Intellectual Property Security Agreement with the USCRO or the USPTO, as applicable, in each case, case prior and superior in right to any other Person to the extent such Lien can be perfected by such actions or filings (except, in the case of Collateral other than Pledged Stock, Liens permitted by Section 7.2 7.3 to have priority over the Lien of the Administrative Agent). As of the Closing Date, none of the Borrower, Intermediate Holdings, Holdings or in the case of Collateral any Guarantor that is Pledged Stock, Liens permitted by Section 7.2 which arise by operation of law). a limited liability company or partnership has any Capital Stock that is a not Certificated Security. (b) Each of the Mortgages delivered after the Closing Date will be, upon execution, effective to create in favor of the Lender 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 in the offices 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, case prior and superior in right to any other Person Person. (subject c) The PC Documents delivered by any PC Entity to any Loan Party pursuant to this Agreement are (or, to the extent executed after the Closing Date, shall, upon execution and delivery thereof, be) effective to create in favor of each applicable Loan Party, a legal, valid and enforceable first priority security interest in the Collateral (as defined therein (or any similarly defined term as defined therein)) (including cash and deposit accounts) and proceeds thereof of such PC Entity, and (i) when all appropriate filings or recordings are made in the appropriate offices as may be required under applicable law and (ii) upon the taking of possession or control by the applicable Loan Party of any such Collateral (or such similarly defined term) with respect to which a security interest may be perfected only by possession or control (which possession or control shall be given to the applicable Loan Party to the extent required by any PC Document), the Liens permitted created by Section 7.2each such PC Document will constitute perfected Liens on all right, title and interest of such Loan Party in such Collateral (or such similarly defined term), in each case, free and clear of all Liens (other than the Liens created under the PC Documents).

Security Documents. Subject to the time periods set forth in Schedule 5.2, the The Guarantee and Collateral Agreement is effective to create in favor of the Lender a legal, valid and enforceable security interest in the Collateral described therein and proceeds thereof, except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting the enforcement of creditors’ rights generally or by general equitable principles (whether enforcement is sought by proceedings in equity or at law). In the case of the Pledged Stock described in the Guarantee and Collateral Agreement that are securities represented by stock certificates or otherwise constituting certificated securities within the meaning of Section 8-102(a)(15) of the UCC or the corresponding code or statute of any other applicable jurisdiction (“Certificated Securities”), when certificates representing such Pledged Stock are delivered to the Lender, 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 in appropriate form are filed in the offices specified on Schedule 4.19, the Lender 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 which a security interest may be perfected by filing, recording or registering a financing statement or analogous document in the United States (or any political subdivision thereof) and its territories and possessions pursuant to the UCC or upon the receipt and recording of an Intellectual Property Security Agreement with the USCRO or the USPTO, as applicable, in each case, prior and superior in right to any other Person (except, in the case of Collateral other than Pledged Stock, Liens permitted by Section 7.2 or in the case of Collateral that is Pledged Stock, Liens permitted by Section 7.2 which arise by operation of law). Each of the Mortgages delivered after the Closing Date will be, upon execution, effective to create in favor of the Lender a legal, valid and enforceable Lien on the Mortgaged Properties described therein and proceeds thereof, and when the Mortgages are filed in the offices 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 (subject to Liens permitted by Section 7.2).

Security Documents. Subject to the time periods set forth in Schedule 5.2, the Guarantee and Collateral Agreement is (a) The Security Documents are effective to create in favor of the Lender Collateral Agent, for the benefit of the Lenders, a legal, valid and enforceable security interest in the Collateral described therein and proceeds thereof, except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting the enforcement of creditors’ rights generally or by general equitable principles (whether enforcement is sought by proceedings in equity or at law). In the case of the Pledged Stock certificated securities described in the Guarantee and Collateral Agreement that are securities represented by stock certificates or otherwise constituting certificated securities within the meaning of Section 8-102(a)(15) of the UCC or the corresponding code or statute of any other applicable jurisdiction (“Certificated Securities”)Security Documents, when stock certificates representing such Pledged Stock securities are delivered to the LenderCollateral Agent (together with properly completed and signed stock power or endorsement), and in the case of the other Collateral constituting personal property described in the Guarantee and Security Documents (other than Collateral Agreementin which a security cannot be perfected by the filings specified on Schedule 4.21(a)), when financing statements and other filings specified on Schedule 4.19 4.21(a) in appropriate form are filed in the offices specified on Schedule 4.194.21(a), the Lender Security Documents shall have constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral and the proceeds thereof, as security for the Obligations, in which a security interest may be perfected by filing, recording or registering a financing statement or analogous document Obligations (as defined in the United States (or any political subdivision thereof) and its territories and possessions pursuant to the UCC or upon the receipt and recording of an Intellectual Property Security Agreement with the USCRO or the USPTO, as applicableDocuments), in each case, case prior and superior in right to any other Person (except, in the case of Collateral other than Pledged Stockcertificated securities, Liens permitted by Section 7.2 or in the case of Collateral that is Pledged Stock, Liens permitted by Section 7.2 which arise by operation of law7.2). . (b) Each of the Mortgages delivered after the Closing Date Mortgages, when filed or recorded, is or will be, upon execution, effective be in form sufficient to create in favor of the Lender 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 for the applicable jurisdictions in which the where such Mortgaged Properties are locatedlocated and, if required, mortgage registry tax is 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, case prior and superior in right to any other Person (subject to other than for Liens permitted by Section 7.2).

Security Documents. Subject to the time periods set forth in Schedule 5.2, the Guarantee and Collateral Agreement (a) Each Security Document is effective to create in favor of the Lender Collateral Agent (for the benefit of the Secured Parties) a legal, valid and enforceable security interest in the Collateral to the extent described therein and proceeds thereof, except as enforceability may that a security interest in such Collateral can be limited by created under the UCC (subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting the enforcement of creditors’ rights generally or by and subject to general equitable principles (of equity, regardless of whether enforcement is sought by proceedings considered in a proceeding in equity or at law). In As of the Effective Date, in the case of the Pledged Stock Collateral described in the Guarantee and Collateral Agreement that are securities represented by stock certificates or otherwise constituting certificated securities within the meaning of Section 8-102(a)(15) of the UCC or the corresponding code or statute of any other applicable jurisdiction (“Certificated Securities”)Security Agreement, when certificates or promissory notes, as applicable, representing such Pledged Stock Collateral and required to be delivered under the applicable Security Document are delivered to the LenderCollateral Agent, and in the case of the other Collateral constituting personal property described in the Guarantee and Collateral Agreement, Security Agreement when financing statements and other filings specified on Schedule 4.19 in appropriate form are filed in the offices specified on Schedule 4.19applicable filing offices, the Lender Collateral Agent (for the benefit of the Secured Parties) shall have a fully perfected Lien (subject to all Permitted Encumbrances or as otherwise permitted by Section 6.02) on, and security interest in, all right, title and interest of the Loan Parties in such Collateral to the extent a security interest in such Collateral can be created under the UCC, as security for the Secured Obligations to the extent perfection in such collateral can be obtained by filing Uniform Commercial Code financing statements or possession, in each case prior and superior in right to the Lien of any other Person (except Permitted Encumbrances). (b) When the Security Agreement or a short form thereof is filed and recorded in the United States Patent and Trademark Office and/or the United States Copyright Office, as applicable, and, with respect to Collateral in which a security interest cannot be perfected by such filings, upon the proper filing of the financing statements referred to in clause (a) above, 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 which a security interest may be perfected by filing, recording or registering a financing statement or analogous document thereunder in the United States (or any political subdivision thereof) registered trademarks and its territories United States issued patents, United States trademark and possessions pursuant to the UCC or upon the receipt patent applications and recording United States registered copyrights and exclusive licenses of an Intellectual Property Security Agreement with the USCRO or the USPTO, as applicableUnited States registered copyrights, in each case, case prior and superior in right to the Lien of any other Person Person, except for Permitted Encumbrances (except, it being understood that subsequent recordings in the case of Collateral other than Pledged Stock, Liens permitted by Section 7.2 or in United States Patent and Trademark Office and the case of Collateral that is Pledged Stock, Liens permitted by Section 7.2 which arise by operation of law). Each of the Mortgages delivered after the Closing Date will be, upon execution, effective United States Copyright Office may be necessary to create in favor of the Lender perfect a legal, valid and enforceable Lien on the Mortgaged Properties described therein registered trademarks and proceeds thereofissued patents, trademark and when the Mortgages are filed in the offices for the applicable jurisdictions in which the Mortgaged Properties are located, each such Mortgage shall constitute a fully perfected Lien on, patent applications and security interest in, all right, title registered copyrights and interest exclusive licenses of registered copyrights acquired by the Loan Parties in after the Mortgaged Properties and Effective Date or any U.S. intent-to-use trademark applications that are no longer after the proceeds thereofEffective Date, as security for the Obligations (as defined in the relevant Mortgage), in each case, prior and superior in right to any other Person (subject to Liens permitted by Section 7.2deemed Excluded Property).

Security Documents. Subject to the time periods set forth in Schedule 5.2, the (a) The Guarantee and Collateral Agreement and each other Security Document is effective to create in favor of the Lender Collateral Agent, for the benefit of the Secured Parties, a legal, valid and enforceable security interest in the Collateral described therein and proceeds thereof, except as enforceability may thereof (to the extent a security interest can be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting created therein under the enforcement of creditors’ rights generally or by general equitable principles (whether enforcement is sought by proceedings in equity or at lawUniform Commercial Code). In the case of the Pledged Stock Equity Interests described in the Guarantee and Collateral Agreement that are securities represented by stock certificates or otherwise constituting certificated securities within the meaning of Section 8-102(a)(15) of the UCC or the corresponding code or statute of any other applicable jurisdiction (“Certificated Securities”)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 LenderCollateral Agent), and in the case of the other Collateral constituting personal property 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 4.19(a) in appropriate form are filed in the offices specified on Schedule 4.194.19(a), the Lender 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 which a security interest may be perfected by filing, recording or registering a financing statement or analogous document in the United States (or any political subdivision thereof) and its territories and possessions pursuant to the UCC or upon the receipt and recording of an Intellectual Property Security Agreement with the USCRO or the USPTO, as applicable, in each case, case prior and superior in right to any other Person (exceptexcept Liens permitted by Section 7.3), subject, however, in the case of Collateral other than any Pledged Stock, Liens permitted by Section 7.2 or in the case Equity Interests of Collateral that is Pledged Stock, Liens permitted by Section 7.2 which arise by operation of Foreign Subsidiaries to any additional requirements under foreign law). . (b) Each of the Mortgages delivered after the Closing Date will be, upon execution, (if any) is effective to create in favor of the Lender Collateral 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 in the offices for the applicable jurisdictions in which the Mortgaged Properties are locatedspecified 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, case prior and superior in right to any other Person (subject to except Liens permitted by Section 7.27.3). Schedule 4.19(b) lists, as of the Closing Date, each Material Real Property.

Security Documents. Subject to the time periods set forth in Schedule 5.2, the (a) The Guarantee and Collateral Agreement is effective to create in favor of the Lender Administrative Agent, for the benefit of the Secured Parties, a legal, valid and enforceable security interest in the Collateral described therein and proceeds thereof, except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting the enforcement of creditors’ rights generally or by general equitable principles (whether enforcement is sought by proceedings in equity or at law). In the case of the Pledged Stock described in the Guarantee and Collateral Agreement that are securities represented by stock certificates or otherwise constituting certificated securities within the meaning of Section 8-102(a)(15) of the UCC or the corresponding code or statute of any other applicable jurisdiction (“Certificated Securities”), when certificates representing such Pledged Stock are delivered to the LenderAdministrative 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 4.19(a) to the Disclosure Letter in appropriate form are filed in the offices specified on Schedule 4.194.19(a) to the Disclosure Letter, the Lender Administrative 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 which a security interest may be perfected by filing, recording or registering a financing statement or analogous document in the United States (or any political subdivision thereof) and its territories and possessions pursuant to the UCC or upon the receipt and recording of an Intellectual Property Security Agreement with the USCRO or the USPTO, as applicable, in each case, case prior and superior in right to any other Person (except, in the case of Collateral other than Pledged Stock, Liens permitted by Section 7.2 or in 7.3). As of the case Closing Date, none of Collateral the Capital Stock of any Group Member that is Pledged Stock, Liens permitted by Section 7.2 which arise by operation of law). a limited liability company or partnership has any Capital Stock that is a Certificated Security. (b) Each of the Mortgages delivered after the Closing Date will be, upon execution, effective to create in favor of the Lender 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 in the offices 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, case prior and superior in right to any other Person (subject only to Liens expressly permitted by Section 7.27.3).

Security Documents. Subject (a) Each Mortgage, when executed and delivered by the relevant Loan party, and properly filed and recorded (with all required filing and recording fees being paid) in the office(s) specified in Schedule VIII shall constitute a Lien on, and security interest in, all right, title, interest, claim and estate of each Subsidiary Guarantor, Joint Venturer, or Borrower executing such Mortgage on the Mortgaged Property described therein, security for the Obligations (as defined in the relevant Mortgage), in each case prior and superior in right to any other Person, other than with respect to the time periods set forth in Schedule 5.2, the Guarantee Permitted Liens. (b) The Security Agreement (Capital Stock and Collateral Agreement Partnership Interest) is effective to create in favor of the Lender a Agent, for the benefit of the Lenders, legal, valid and enforceable security interest interests in the Collateral Capital Stock and partnership interests of the Subsidiaries described therein and proceeds thereofthereof and, except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting when the enforcement of creditors’ rights generally or by general equitable principles (whether enforcement is sought by proceedings in equity or at law). In the case of the Pledged Stock described in the Guarantee and Collateral Agreement that are securities represented by stock certificates or otherwise constituting certificated securities within the meaning of Section 8-102(a)(15and partnership certificates (if any) of the UCC or the corresponding code or statute of any other applicable jurisdiction (“Certificated Securities”), when certificates representing such Pledged Stock described therein are delivered to the LenderAgent, and in the case of the other Collateral constituting personal property described in the Guarantee and Collateral Agreement, when such financing statements and other filings specified on Schedule 4.19 in appropriate form are describing such Collateral as may be necessary to be filed in the offices specified on Schedule 4.19appropriate jurisdictions in order to perfect the security interest being granted, the Lender Security Agreement (Capital Stock and Partnership Interests) shall have constitute a fully perfected Lien first priority lien on, and security interest in, all right, title and interest of the Loan Parties Borrower, or each Subsidiary owning Capital Stock or partnership interests of another Subsidiary, in such Collateral Capital Stock and partnership interests and the proceeds thereof, thereof as security for the Obligations, in which a security interest may be perfected by filing, recording or registering a financing statement or analogous document in the United States (or any political subdivision thereof) and its territories and possessions pursuant to the UCC or upon the receipt and recording of an Intellectual Property Security Agreement with the USCRO or the USPTO, as applicable, in each case, case prior and superior in right to any other Person when financing statements in appropriate form are properly filed (except, with all required filing fees deemed paid) in the case of Collateral other than Pledged Stock, Liens permitted by Section 7.2 or office(s) specified in the case of Collateral that is Pledged Stock, Liens permitted by Section 7.2 which arise by operation of law). Each of the Mortgages delivered after the Closing Date will be, upon execution, effective to create in favor of the Lender a legal, valid and enforceable Lien on the Mortgaged Properties described therein and proceeds thereof, and when the Mortgages are filed in the offices 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 (subject to Liens permitted by Section 7.2)Schedule IX.

Security Documents. Subject to the time periods set forth in Schedule 5.2, the (a) The Guarantee and Collateral Agreement is effective to create in favor of the Lender Administrative Agent, for the ratable benefit of the Secured Parties, a legal, valid and enforceable security interest in the Collateral described therein and the proceeds thereof, except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting the enforcement of creditors’ rights generally or by general equitable principles (whether enforcement is sought by proceedings in equity or at law). In the case of the Pledged Stock Stock, if any, described in the Guarantee and Collateral Agreement that are securities represented by stock certificates or otherwise constituting certificated securities within the meaning of Section 8-102(a)(15) of the UCC or the corresponding code or statute of any other applicable jurisdiction (“Certificated Securities”), when certificates representing such Pledged Stock are delivered to the LenderAdministrative 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 4.19(a) in appropriate form are filed in the offices specified on Schedule 4.194.19(a), the Lender Administrative 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 which a security interest may be perfected by filing, recording or registering a financing statement or analogous document in the United States (or any political subdivision thereof) and its territories and possessions pursuant to the UCC or upon the receipt and recording of an Intellectual Property Security Agreement with the USCRO or the USPTO, as applicable, in each case, case prior and superior in right to any other Person (except, in the case of Collateral other than Pledged Stock, Liens permitted by Section 7.2 7.3 which are non-consensual permitted Liens, permitted purchase money Liens, or in the case interests of Collateral lessors under capital leases). As of the Closing Date, no Loan Party that is Pledged Stock, Liens permitted by Section 7.2 which arise by operation of law). Each of the a limited liability company or partnership has any Capital Stock that is a not Certificated Security. (b) Any Mortgages delivered after the Closing Date pursuant to Section 6.12 will be, upon execution, effective to create in favor of the Lender 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 in the offices 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, case prior and superior in right to any other Person (subject to except Liens permitted by Section 7.27.3 which are non-consensual permitted Liens, permitted purchase money Liens, or the interests of lessors under capital leases).

Security Documents. Subject to Each of the time periods set forth in Schedule 5.2, the Guarantee and Collateral Agreement Security Documents is effective to create in favor of the Lender Administrative Agent, for the benefit of the Secured Parties, a legal, valid and enforceable security interest in the Collateral described therein and proceeds thereof, except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting . Upon execution and delivery and (x) upon the enforcement filing of creditors’ rights generally or by general equitable principles (whether enforcement is sought by proceedings in equity or at law). In financing statements under the case UCC and/or the giving of notice of the Pledged Stock described in the Guarantee and Collateral Agreement that are securities represented by stock certificates or otherwise constituting certificated securities within the meaning of Section 8-102(a)(15) of the UCC or the corresponding code or statute of any other applicable jurisdiction (“Certificated Securities”), when certificates representing such Pledged Stock are delivered to the Lender, and assignment contained therein in the case of the other Collateral constituting personal property described Assignments of Freights and Hires and the Assignments of Insurances and the recording of the respective Ship Mortgages with the Hong Kong Shipping Register with respect to the vessels registered under the Hong Kong flag, at or about the Closing Date (but in no event later than three (3) Business Days after the Closing Date and (y) upon the filing, (1) for each Mortgaged Vessel Guarantor owning vessels registered under the Hong Kong flag, with the Hong Kong Companies Registry and (2) for each Mortgaged Vessel Guarantor owning vessels that is incorporated in the Guarantee British Virgin Islands, the Registry of Corporate Affairs of the British Virgin Islands, of the relevant Security Documents within five (5) weeks after the date of the execution and Collateral Agreementdelivery thereof, when financing statements and other filings specified on Schedule 4.19 each of the Security Documents will create in appropriate form are filed favor of the Administrative Agent for the benefit of the Secured Parties (i) in the offices specified on Schedule 4.19case of Security Documents other than the Ship Mortgages, the Lender shall have a fully duly perfected Lien on, and first priority security interest in, all right, title in and interest of liens on the Loan Parties in such Collateral and the proceeds thereof, subject thereto enforceable against each Borrower a party thereto as security for the Obligations, performance of the obligations secured thereby and the security interests created by each of the Security Documents (other than the Ship Mortgages) do not require any further action to be taken in which a order to create or perfect such security interest may be perfected by filing, recording interests or registering a financing statement or analogous document in to permit the United States Administrative Agent to enforce its rights under each Security Document (or any political subdivision thereofother than the Ship Mortgages) and its territories and possessions pursuant to creating the UCC or upon the receipt and recording of an Intellectual Property Security Agreement with the USCRO or the USPTO, as applicablesame, in each case, prior to the extent possible to create and superior perfect such security interest under the laws the State of New York and the District of Columbia, including the Uniform Commercial Code, as in right to any other Person effect on the date hereof, and (except, ii) in the case of Collateral other than Pledged Stockthe Ship Mortgages, Liens permitted by Section 7.2 or in a valid, binding and duly perfected first priority mortgage lien covering the case of Collateral that is Pledged Stock, Liens permitted by Section 7.2 respective Mortgaged Vessel on which arise by operation of law). Each of the Mortgages delivered after the Closing Date will be, upon execution, effective it purports to create in favor of the Lender such mortgage lien enforceable against each Mortgaged Vessel Guarantor a legal, valid and enforceable Lien on the Mortgaged Properties described therein and proceeds thereof, and when the Mortgages are filed in the offices 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, party thereto as security for the Obligations (as defined in performance of the relevant Mortgage)obligations secured thereby, in each case, prior and superior in right pursuant to any other Person (subject the applicable law pertaining to Liens permitted by Section 7.2)such Ship Mortgages.

Security Documents. Subject to The Guarantee and Collateral Agreement and each other Security Document is, or upon execution (or in the time periods set forth case of Commercial Tort Claims, upon completion and delivery of a pledge supplement with respect thereto as provided in Schedule 5.2, Section 5.15 of the Guarantee and Collateral Agreement is Agreement) will be, effective to create in favor of the Lender Collateral Agent, for the benefit of the Secured Parties, a legal, valid and enforceable security interest in the Collateral described therein (to the extent a security interest can be created therein under the Uniform Commercial Code, where applicable, or in the case of a Foreign Security Document, subject to any customary reservations and proceeds thereof, except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar qualifications contained in customary legal opinions rendered under the laws relating to or affecting of the enforcement of creditors’ rights generally or by general equitable principles (whether enforcement is sought by proceedings in equity or at lawapplicable jurisdiction). In the case of the Pledged Stock Equity Interests described in the Guarantee and Collateral Agreement that are securities represented by stock certificates or otherwise constituting certificated securities within the meaning of Section 8-102(a)(15) of the UCC or the corresponding code or statute of any other applicable jurisdiction (“Certificated Securities”)and each Foreign Pledge Agreement, when stock or interest certificates representing such Pledged Stock Equity Interests (along with properly completed stock or interest powers and, where applicable, stock transfer forms, in each case, endorsing the Pledged Equity Interest and executed by the owner of such shares or interests) are delivered to the LenderCollateral Agent or such other actions specified in each Foreign Pledge Agreement are taken, and in the case of the other Collateral constituting personal property 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 in appropriate form are filed in the offices specified on Schedule 4.19, the Lender shall Collateral Agent, for the benefit of the Secured Parties, shall, under New York law, or in the case of the U.K. Security Documents or other Security Document, which is governed by a law other than New York law (each a “Foreign Security Document”), under such other law, have a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral to the extent (x) (in the case of New York law) perfection can be obtained by filing a Uniform Commercial Code financing statement or (y) (in the case of a Foreign Security Document) subject to any customary reservations and qualifications contained in customary legal opinions rendered under the proceeds thereoflaws of the applicable jurisdiction, perfection can be obtained by the appropriate filing under such other applicable law, as security for the Obligations, in which a security interest may be perfected by filing, recording or registering a financing statement or analogous document in the United States (or any political subdivision thereof) and its territories and possessions pursuant to the UCC or upon the receipt and recording of an Intellectual Property Security Agreement with the USCRO or the USPTO, as applicable, in each case, case prior and superior in right to any other Person (except, in the case of Collateral other than Pledged Stock, Liens permitted by Section 7.2 or in the case of Collateral that is Pledged Stock, Liens permitted by Section 7.2 which arise by operation of law). Each of the Mortgages delivered after the Closing Date will be, upon execution, effective to create in favor of the Lender a legal, valid and enforceable Lien on the Mortgaged Properties described therein and proceeds thereof, and when the Mortgages are filed in the offices 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 (subject to except Liens permitted by Section 7.2) subject in the case of the Intellectual Property that is the subject of any application or registration in the United States Patent and Trademark Office or the United States Copyright Office (other than intent-to-use trademark applications filed pursuant to Section 1(b) of the ▇▇▇▇▇▇ Act, 15 U.S.C. § 1051 (the “▇▇▇▇▇▇ Act”), prior to the filing and acceptance of a “Statement of Use” and issuance of a “Certificate of Registration” pursuant to Section 1(d) of the ▇▇▇▇▇▇ Act or an accepted filing of an “Amendment to Allege Use” whereby such intent-to-use trademark application is converted to a “use in commerce” application pursuant to Section 1(c) of the ▇▇▇▇▇▇ Act with respect thereto or any Trademark issued as a result of such application under applicable law), to the recordation of Intellectual Property Security Agreements in the United States Patent and Trademark Office and/or United States Copyright Office, as appropriate.

Security Documents. Subject to the time periods set forth in Schedule 5.2, the Guarantee and (a) The Collateral Agreement is effective to create in favor of the Lender Administrative Agent (for the benefit of the Secured Parties) a legal, valid and enforceable security interest in the Collateral described therein and proceeds thereof, except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting the enforcement of creditors’ rights generally or by general equitable principles (whether enforcement is sought by proceedings in equity or at law). In the case of the Pledged Stock described in the Guarantee and Collateral Agreement that are securities represented by stock certificates or otherwise constituting certificated securities within the meaning of Section 8-102(a)(15) of the UCC or the corresponding code or statute of any other applicable jurisdiction (“Certificated Securities”)Deposit Accounts, when certificates representing such Pledged Stock Control Agreements are delivered to entered into by the LenderAdministrative 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 described on Schedule 4.19 in appropriate form 3.17 are filed in the offices specified on Schedule 4.193.17, the Lender Administrative 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 and, subject to Section 9-315 of the New York Uniform Commercial Code, the proceeds thereof, as security for the Obligations, in which a each case to the extent security interest may interests in such Collateral can be perfected by filing, recording or registering a financing statement or analogous document in the United States (or any political subdivision thereof) and its territories and possessions pursuant to the UCC or upon the receipt and recording execution of an Intellectual Property Security Agreement with the USCRO Control Agreements or the USPTOfiling Uniform Commercial Code financing statements, as applicable, in each case, case prior and superior in right to any other Person (except, in the case of Collateral other than Pledged Stock, except for Liens expressly permitted by Section 7.2 or in the case of Collateral that is Pledged Stock6.02). (b) The Mortgages, Liens permitted by Section 7.2 which arise by operation of law). Each of the Mortgages delivered after the Closing Date will beif any, upon execution, shall be effective to create in favor of the Lender Administrative Agent (for the benefit of the Secured Parties) a legal, valid and enforceable Lien on all of the Loan Parties’ right, title and interest in and to the Mortgaged Properties described therein Property thereunder and the proceeds thereof, and when the such Mortgages are filed or recorded in the offices proper real estate filing or recording offices, the Administrative Agent (for the applicable jurisdictions in which benefit of the Mortgaged Properties are located, 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 Mortgaged Property and, to the Mortgaged Properties and extent applicable, subject to Section 9-315 of the Uniform Commercial Code, the proceeds thereof, as security for the Obligations (as defined in the relevant Mortgage), in each case, case prior and superior in right to any other Person (subject other than with respect to the rights of a Person pursuant to Liens expressly permitted by Section 7.26.02).

Security Documents. Subject to the time periods set forth in Schedule 5.2, the (a) The Guarantee and Collateral Agreement is effective to create in favor of the Lender Administrative Agent, for the benefit of the Secured Parties, a legal, valid and enforceable security interest in the Collateral described therein and proceeds thereof, except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting the enforcement of creditors’ rights generally or by general equitable principles (whether enforcement is sought by proceedings in equity or at law). In the case of the Pledged Stock described in the Guarantee and Collateral Agreement that are securities represented by stock certificates or otherwise constituting certificated securities within the meaning of Section 8-102(a)(15) of the UCC or the corresponding code or statute of any other applicable jurisdiction (“Certificated Securities”), when certificates representing such Pledged Stock are delivered to the LenderAdministrative 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 4.19(a) in appropriate form are filed in the offices specified on Schedule 4.194.19(a), the Lender Administrative 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 which a security interest may be perfected by filing, recording each case (i) to the extent required herein or registering a financing statement or analogous document in the United States Security Documents and (or any political subdivision thereofii) and its territories and possessions pursuant to the UCC or upon the receipt and recording of an Intellectual Property Security Agreement with the USCRO or the USPTO, as applicable, in each case, prior and superior in right to any other Person (except, in the case of Collateral other than Pledged Stock, Liens permitted by Section 7.2 or in 7.3 and except as otherwise not required under the case Loan Documents). As of Collateral the Closing Date, none of the Capital Stock of any Group Members (other than any Immaterial Subsidiary) that is Pledged Stock, Liens permitted by Section 7.2 which arise by operation of law). a limited liability company or partnership has any Capital Stock that is a Certificated Security. (b) Each of the Mortgages delivered after the Closing Date will be, upon execution, effective to create in favor of the Lender 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 in the offices 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, case prior and superior in right to any other Person (other than Liens permitted pursuant to Section 7.3). (c) Each of the UK Security Documents will be, upon execution, effective to create in favor of the Administrative Agent, for the benefit of the Secured Parties legal, valid and enforceable Liens which those UK Security Documents purport to create and, when such UK Security Documents are filed or registered, as applicable, in the offices for the applicable jurisdictions in which the assets secured by those UK Security Documents are located, those Liens will be valid, effective and enforceable. The Liens created by the UK Security Documents have or will, upon execution, have first ranking priority and are not subject to any prior ranking or pari passu ranking Liens (other than Liens permitted by Section 7.27.3). No restriction or condition of law or any agreement exists or applies to the ability of the applicable Loan Parties to transfer or grant a security interest in or charge the Collateral.

Security Documents. Subject to the time periods set forth in Schedule 5.2, the (a) The Guarantee and Collateral Agreement is effective to create in favor of the Lender Administrative Agent, for the benefit of the Secured Parties, a legal, valid and enforceable security interest in the Collateral described therein and proceeds thereof, except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting the enforcement of creditors’ rights generally or by general equitable principles (whether enforcement is sought by proceedings in equity or at law). In the case of the Pledged Stock described (as defined in the Guarantee and Collateral Agreement Agreement) that are securities represented by stock certificates or otherwise constituting certificated securities within the meaning of Section 8-102(a)(15) of the UCC or the corresponding code or statute of any other applicable jurisdiction (“Certificated Securities”), when certificates representing such Pledged Stock (which, in the case of a certificated securities in registered form, are indorsed to the Administrative Agent or in blank by an effective indorsement) are delivered to the LenderAdministrative 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 4.19(a) to the Disclosure Letter in appropriate form are filed in the offices specified on Schedule 4.194.19(a) to the Disclosure Letter, the Lender Administrative 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 which to the extent a security interest may be perfected by filing, recording or registering a financing statement or analogous document in the United States (or any political subdivision thereof) and its territories and possessions pursuant to the UCC or upon the receipt and recording of an Intellectual Property Security Agreement with the USCRO or the USPTO, as applicablesuch filings, in each case, case prior and superior in right to any other Person (except, in the case of Collateral other than Pledged Stock, Liens permitted by Section 7.2 or in 7.3). As of the case Closing Date, none of Collateral the Loan Parties that is Pledged Stock, Liens permitted by Section 7.2 which arise by operation of law). a limited liability company or partnership has any Capital Stock that is a Certificated Security. (b) Each of the Mortgages delivered after the Closing Date will be, upon execution, effective to create in favor of the Lender 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 in the offices 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, case prior and superior in right to any other Person (subject to Liens permitted by Section 7.2)Person.

Security Documents. Subject (a) 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 Stock described therein and proceeds thereof and, when the stock certificates representing the Pledged Stock described therein are delivered to the time periods set forth Administrative 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 pledgor in Schedule 5.2such Pledged Stock and the proceeds thereof, as security for the Guarantee Obligations (as defined in the relevant Pledge Agreement), in each case prior and Collateral superior in right to any other Person. (b) The Borrowers Security Agreement is effective to create in favor of the Lender Administrative Agent, for the benefit of the Lenders, a legal, valid and enforceable security interest in the Collateral described therein and proceeds thereof, except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting the enforcement of creditors’ rights generally or by general equitable principles (whether enforcement is sought by proceedings in equity or at law). In the case of the Pledged Stock described in the Guarantee and Collateral Agreement that are securities represented by stock certificates or otherwise constituting certificated securities within the meaning of Section 8-102(a)(15) of the UCC or the corresponding code or statute of any other applicable jurisdiction (“Certificated Securities”), when certificates representing such Pledged Stock are delivered to the Lender, 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 in appropriate form are filed in the offices specified on Schedule 4.194.19(b), the Lender Borrowers Security Agreement shall have constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral and the proceeds thereof, as security for the Obligations, in which a security interest may be perfected by filing, recording or registering a financing statement or analogous document Obligations (as defined in the United States (or any political subdivision thereof) and its territories and possessions pursuant to the UCC or upon the receipt and recording of an Intellectual Property Borrowers Security Agreement with the USCRO or the USPTO, as applicableAgreement), in each case, 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 7.2 or in 7.3. (c) Each Mortgage, when executed and delivered by the case of Collateral that is Pledged Stockrelevant Loan Party, Liens permitted by Section 7.2 which arise by operation of law). Each of the Mortgages delivered after the Closing Date will be, upon execution, shall be effective to create in favor of the Lender Administrative Agent, for the benefit of the Lenders, a legal, valid and enforceable Lien on the Mortgaged Properties Property described therein and proceeds thereof, and when the Mortgages are each Mortgage is filed in the offices for the applicable jurisdictions in which the Mortgaged Properties are locatedoffice(s) specified on Schedule 4.19(c), each such Mortgage shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in the Mortgaged Properties Property and the proceeds thereof, as security for the Obligations (as defined in the relevant Mortgage), in each case, case prior and superior in right to any other Person (subject Person, other than with respect to Liens expressly permitted by Section 7.2)7.3.

Security Documents. Subject to the time periods set forth in Schedule 5.2, the (a) The Guarantee and Collateral Agreement is effective to create in favor of the Lender Administrative Agent, for the benefit of the Lenders, a legal, valid and enforceable security interest in the Collateral described therein and proceeds thereof, except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting the enforcement of creditors’ rights generally or by general equitable principles (whether enforcement is sought by proceedings in equity or at law). In the case of the Pledged Stock described in the Guarantee and Collateral Agreement that are securities represented by stock certificates or otherwise constituting certificated securities within the meaning of Section 8-102(a)(15) of the UCC or the corresponding code or statute of any other applicable jurisdiction (“Certificated Securities”)Agreement, when stock certificates representing such Pledged Stock are delivered to the LenderAdministrative Agent (together with a properly completed and signed stock power or endorsement), 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 4.19(a) in appropriate form are filed in the offices specified on Schedule 4.194.19(a), the Lender Guarantee and Collateral Agreement shall have 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 ObligationsObligations (as defined in the Guarantee and Collateral Agreement), in which each case to the extent that a security interest therein may be perfected by filingthe filing of financing statements under Article 9 of the Uniform Commercial Code, recording possession or registering a financing statement control of such Pledged Stock or analogous document in the United States (or any political subdivision thereof) and its territories and possessions pursuant to the UCC or upon the receipt and recording of an Intellectual Property Security Agreement by filings with the USCRO or U.S. Copyright Office and the USPTO, as applicable, U.S. Patent and Trademark Office and in each case, case prior and superior in right to any other Person (exceptexcept for Liens arising under the First Lien Security Documents and, in the case of Collateral other than Pledged Stock, Liens permitted by Section 7.2 or in the case of Collateral that is Pledged Stock, Liens permitted by Section 7.2 which arise by operation of law7.3). . (b) Each of the Mortgages delivered after the Closing Date will be, upon execution, is effective to create in favor of the Lender 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 for the applicable jurisdictions in which the Mortgaged Properties are locatedspecified 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, case prior and superior in right right, subject to the Intercreditor Agreement, to any other Person (except that the security interest created in such property may be subject to the Liens permitted by Section 7.27.3). Schedule 1.1B lists, as of the Closing Date, each parcel of owned real property and each leasehold interest in real property located in the United States and held by the Borrower or any of its Subsidiaries that has a value, in the reasonable opinion of the Borrower, in excess of $1,000,000.

Security Documents. Subject to the time periods set forth in Schedule 5.2, the Guarantee and (a) The Collateral Agreement is effective to create in favor of the Lender Administrative Agent, for the benefit of the Lenders, a legal, valid and enforceable security interest in the Collateral described therein and proceeds thereof, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting the enforcement of creditors’ rights generally or by and subject to general equitable principles (of equity, regardless of whether enforcement is sought by proceedings considered in a proceeding in equity or at law). In the case of the Pledged Stock described in the Guarantee and Collateral Agreement that are securities represented by stock certificates or otherwise constituting certificated securities within the meaning of Section 8-102(a)(15) of the UCC or the corresponding code or statute of any other applicable jurisdiction (“Certificated Securities”)Agreement, when stock certificates representing such Pledged Stock are delivered to the LenderAdministrative Agent (together with a properly completed and signed stock power or endorsement) (which delivery shall be made to the Administrative Agent to the extent delivery is required by the Collateral Agreement), 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 3.18(a) in appropriate form are filed in the offices specified on Schedule 4.193.18(a), the Lender Collateral Agreement will constitute a fully perfected Lien on, and security interest in (to the extent intended to be created thereby and to the extent such perfection is governed by the laws of the United States, any state thereof or the District of Columbia), 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 Stock, Liens permitted by this Agreement). In the case of Collateral consisting of Intellectual Property described in the Collateral Agreement, when filings are made as described above and in the United States Patent and Trademark Office and the United States Copyright Office, the Collateral Agreement will constitute a valid 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 this Agreement). (b) When executed and delivered, each Foreign Pledge Agreement will be effective to create in favor of the Administrative Agent, for the benefit of the Lenders, a legal, valid and enforceable security interest in the Collateral described therein and proceeds thereof, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally. In the case of Collateral described therein constituting certificated securities, when such certificated securities are delivered to the Administrative Agent (which delivery shall have be made to the Administrative Agent to the extent delivery is required by such Foreign Pledge Agreement) and the other actions, if any, specified in such Foreign Pledge Agreements are taken, such Foreign Pledge Agreement shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral and the proceeds thereof, as security for the Obligations, in which a security interest may be perfected by filing, recording or registering a financing statement or analogous document in the United States (or any political subdivision thereof) and its territories and possessions pursuant to the UCC or upon the receipt and recording of an Intellectual Property Security Agreement with the USCRO or the USPTO, as applicable, in each case, case prior and superior in right to any other Person (except, in the case of Collateral other than Pledged Stock, except Liens permitted by Section 7.2 or 6.02). (c) Upon recording thereof in the case of Collateral that is Pledged Stockappropriate recording office, Liens permitted by Section 7.2 which arise by operation of law). Each each of the Mortgages delivered after the Closing Date will be, upon execution, (if any) is effective to create in favor of the Lender Administrative Agent, for the benefit of the Lenders, a legal, valid and enforceable Lien on the Mortgaged Properties mortgaged properties described therein and proceeds thereof, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and when the Mortgages are filed in the offices 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 (subject to Liens permitted by Section 7.2)general principles of equity, regardless of whether considered in a proceeding in equity or at law.

Security Documents. Subject to the time periods set forth in Schedule 5.2entry of the DIP Orders and subject to any restrictions arising on account of the Borrower’s or any Subsidiary’s status as a “debtor” under the Bankruptcy Code, the Guarantee and Collateral Agreement is Security Documents are effective to create in favor of the Lender Administrative Agent, for the benefit of the Secured Parties, a legal, valid and enforceable security interest in the Collateral described therein and proceeds thereof, except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting the enforcement of creditors’ rights generally or by general equitable principles (whether enforcement is sought by proceedings in equity or at law). In the case of the Pledged Stock described in the Guarantee and Collateral Agreement that are securities represented by When 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 certificates representing such Pledged Stock Collateral are delivered to the LenderAdministrative Agent (together with a properly completed and signed stock power or endorsement), and in the case of the other Collateral constituting personal property (other than the Mortgages described in the Guarantee and Collateral Agreementbelow), when financing statements and other filings specified on Schedule 4.19 in appropriate form are filed in the offices specified on Schedule 4.19appropriate offices, the Lender Security Documents shall have constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Credit Parties in such Collateral (to the extent such Collateral can be perfected by the actions described above) and the proceeds thereof, as security for the DIP Obligations, in which a security interest may be perfected by filing, recording or registering a financing statement or analogous document in the United States (or any political subdivision thereof) and its territories and possessions pursuant to the UCC or upon the receipt and recording of an Intellectual Property Security Agreement with the USCRO or the USPTO, as applicable, in each case, case prior and superior in right to any other Person (except, in the case of Collateral other than Pledged Stock, Liens permitted by Section 7.2 or in the case of Collateral that is Pledged Stock, Liens permitted by Section 7.2 which arise by operation of lawsubject only to Permitted Liens). Each of the Mortgages delivered after the Closing Date will be, upon execution, is effective to create in favor of the Lender 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 in the offices for the applicable jurisdictions in which the Mortgaged Properties are locatedappropriate offices, each such Mortgage shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Credit Parties in the Mortgaged Properties and the proceeds thereof, as security for the Obligations (as defined in the relevant Mortgage)DIP Obligations, in each case, case prior and superior in right to any other Person (subject only to Liens permitted by Section 7.2Permitted Liens).

Security Documents. Subject The provisions of each of the Security Documents (whether executed and delivered prior to or on the time periods set forth in Schedule 5.2, the Guarantee Closing Date or thereafter) are and Collateral Agreement is will be effective to create in favor of the Lender Collateral Agent, for its benefit and the benefit of the Secured Parties, a legal, valid and enforceable security interest in the Collateral described therein and proceeds thereof, except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting the enforcement of creditors’ rights generally or by general equitable principles (whether enforcement is sought by proceedings in equity or at law). In the case of the Pledged Stock described in the Guarantee and Collateral Agreement that are securities represented by stock certificates or otherwise constituting certificated securities within the meaning of Section 8-102(a)(15) of the UCC or the corresponding code or statute of any other applicable jurisdiction (“Certificated Securities”), when certificates representing such Pledged Stock are delivered to the Lender, 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 in appropriate form are filed in the offices specified on Schedule 4.19, the Lender shall have a fully perfected Lien on, and security interest in, upon all right, title and interest of each Credit Party that is a party thereto in and to the Loan Parties in such Collateral purported to be pledged, charged, mortgaged or assigned by it thereunder and described therein, and upon (i) the proceeds thereofinitial Borrowing on the Closing Date, as security for (ii) the Obligations, in which a security interest may be perfected by filing, recording or registering a filing of appropriately completed Uniform Commercial Code financing statement or analogous document statements and continuations thereof in the jurisdictions specified therein, (iii) with respect to United States (or any political subdivision thereof) copyright registrations, United States patents and its territories pending patent applications, and possessions pursuant to the UCC or upon the receipt United States federal trademark registrations and recording of an Intellectual Property Security Agreement with the USCRO or the USPTO, as applicabletrademark applications, in each case, prior and superior in right to any other Person (except, the recordation of an appropriately completed Intellectual Property Security Agreement in the case of Collateral other than Pledged StockU.S. Patent and Trademark Office or U.S. Copyright Office, Liens permitted by Section 7.2 as applicable, (iv) the filing, recording, notification or in the case of Collateral that is Pledged Stock, Liens permitted by Section 7.2 which arise by operation of law). Each registration of the Mortgages delivered after applicable Security Documents (including, without limitation, mortgages, deeds of trust and assignments) in or with the Closing Date will be, upon execution, effective to create appropriate local registries in favor of the Lender a legal, valid and enforceable Lien on the Mortgaged Properties described therein and proceeds thereof, and when the Mortgages are filed in the offices for the applicable jurisdictions in which and the Mortgaged Properties are locatedgiving of notice of an assignment to the debtor, each (v) the possession by the Collateral Agent of any certificates evidencing the certificated securities pledged thereby, duly endorsed or accompanied by duly executed stock powers (where applicable), and (vi) the execution and delivery of the account control agreements (where applicable), such Mortgage security interest and Lien shall constitute a fully perfected Lien on, and first priority security interest in, all in and Lien upon such 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)applicable Credit Parties, in each caseand to such Collateral, prior to the extent that such security interest and superior in right Lien can be perfected by such filings, actions, giving of notice and possession, subject only to any other Person (subject to Liens permitted by Section 7.2)Permitted Prior Liens.

Security Documents. Subject to the time periods set forth in Schedule 5.2, the Guarantee and Collateral Agreement (a) Each Security Document is effective to create in favor of the Lender Collateral Agent for the benefit of the Secured Parties specified therein, a legal, valid and enforceable security interest and Lien in the Collateral described therein and proceeds thereof, except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting the enforcement of creditors’ rights generally or by general equitable principles (whether enforcement is sought by proceedings in equity or at law). In the case of the Pledged Stock Stock, as defined and described in the Guarantee and Collateral Agreement that are securities represented by stock certificates or otherwise constituting certificated securities within the meaning of Section 8-102(a)(15) of the UCC or the corresponding code or statute of any other applicable jurisdiction (“Certificated Securities”)Agreement, when stock certificates representing such Pledged Stock are delivered to the LenderCollateral Agent, and in the case of the other Collateral constituting personal property described in the Guarantee and Collateral AgreementSecurity Documents, when financing statements and other filings specified on Schedule 4.19 5.19(a) in appropriate form are filed in the offices specified on Schedule 4.195.19(a), the Lender Guarantee and Collateral Agreement and the other Security Documents shall have create a fully perfected 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, in which a security interest may be perfected by filing, recording or registering a financing statement or analogous document in the United States (or any political subdivision thereof) and its territories and possessions pursuant Obligations referred to the UCC or upon the receipt and recording of an Intellectual Property Security Agreement with the USCRO or the USPTO, as applicabletherein, in each case, 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 7.2 or in 8.3). As of the case of Collateral Second Restatement Date, there are no Statutory Prior Claims that is encumber any Pledged Stock, Liens permitted by Section 7.2 which arise by operation except for certain inchoate Canadian Statutory Prior Claims in respect of law). amounts not yet past due that could affect the Capital Stock of Canada’s Wonderland Company prior to its amalgamation with 3147010 Nova Scotia Company. (b) Each of the Mortgages delivered after the Closing Date will be, upon execution, is effective to create in favor of the Lender Collateral Agent, for the benefit of the Secured 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 for the applicable jurisdictions in which the Mortgaged Properties are locatedspecified on Schedule 5.19(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 thereof, as security for the Obligations (as defined in the relevant Mortgage), in each case, case prior and superior in right to any other Person (subject to Person, except Liens permitted by Section 7.2)8.3. Schedule 1.1 lists, as of the Second Restatement Date, each site of owned real property and each leasehold interest in real property held by Cedar Fair LP or any of its Subsidiaries.

Security Documents. Subject to the time periods set forth in Schedule 5.2, the (a) The Guarantee and Collateral Agreement is effective to create in favor of the Lender Administrative Agent, for the benefit of the Secured Parties, a legal, valid and enforceable security interest in the Collateral described therein and proceeds thereof, except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting the enforcement of creditors’ rights generally or by general equitable principles (whether enforcement is sought by proceedings in equity or at law). In the case of the Pledged Stock described in the Guarantee and Collateral Agreement that are securities represented by Agreement, 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 certificates representing such Pledged Stock are having been delivered to the LenderAdministrative Agent, and together with proper endorsements executed in blank and, in the case of the other UCC Filing Collateral constituting personal property described in the Guarantee and Collateral Agreement, when financing statements and other filings specified on Schedule 4.19 4.19(a) in appropriate form are having been filed in the offices specified on Schedule 4.194.19(a), the Lender shall have Guarantee and Collateral Agreement, except as otherwise provided therein, constitutes a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral and the proceeds thereof, as security for the Obligations, in which a security interest may be perfected by filing, recording or registering a financing statement or analogous document Obligations (as defined in the United States (or any political subdivision thereof) Guarantee and its territories and possessions pursuant to the UCC or upon the receipt and recording of an Intellectual Property Security Agreement with the USCRO or the USPTO, as applicableCollateral Agreement), in each case, case prior and superior in right to any other Person (except, in the case of Collateral other than Pledged Stock, Liens permitted by under Section 7.2 or in the case of Collateral that 7.3 (except Section 7.3(j)). (b) Each Mortgage is Pledged Stock, Liens permitted by Section 7.2 which arise by operation of law). Each of the Mortgages delivered after the Closing Date will be, upon execution, effective to create in favor of the Lender 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 in the offices for the applicable jurisdictions in which the Mortgaged Properties are locatedspecified 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 such Mortgaged Properties and the proceeds thereof, as security for the Obligations (as defined in the relevant Mortgage), in each case, case prior and superior in right to any other Person (subject to other than Liens permitted under Section 7.3 (except Section 7.3(j)). Schedule 1.1 lists each parcel of real property in the United States owned in fee simple by Section 7.2)the Borrower or any of its Subsidiaries as of the Effective Date which, as of such date, has a value, in the reasonable opinion of the Borrower, in excess of $1,000,000.

Security Documents. Subject to the time periods set forth in Schedule 5.2, the (a) The Guarantee and Collateral Agreement is and Debentures are effective to create in favor of the Lender Administrative Agent, for the benefit of the Secured Parties, a legal, valid and enforceable security interest in the Collateral described therein and proceeds thereof, except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting the enforcement of creditors’ rights generally or by general equitable principles (whether enforcement is sought by proceedings in equity or at law). In the case of the Pledged Stock described (as defined in the Guarantee and Collateral Agreement and the Debentures) 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 certificates representing such Pledged Stock are delivered to the LenderAdministrative Agent, and in the case of the other Collateral constituting personal property described in the Guarantee and Collateral AgreementAgreement and/or the Debentures, when financing statements and and/or other filings specified on Schedule 4.19 4.19(a) in appropriate form are filed in the offices specified on Schedule 4.194.19(a), the Lender Administrative Agent, for the benefit of the Secured Parties, shall have a fully perfected (to the extent perfection is required under the Loan Documents) 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 which a security interest may be perfected by filing, recording or registering a financing statement or analogous document in the United States (or any political subdivision thereof) and its territories and possessions pursuant to the UCC or upon the receipt and recording of an Intellectual Property Security Agreement with the USCRO or the USPTO, as applicable, in each case, case prior and superior in right to any other Person (except, in the case of Collateral other than Pledged Stock, Liens permitted by Section 7.2 or in 7.3). As of the case Closing Date, none of Collateral the Loan Parties that is Pledged Stock, Liens permitted by Section 7.2 which arise by operation of law). a limited liability company or partnership has any Capital Stock that is a Certificated Security. (b) Each of the Mortgages delivered after the Closing Date will be, upon execution, effective to create in favor of the Lender 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 in the offices 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, case prior and superior in right to any other Person (subject to Liens permitted by Section 7.2)Person.

Security Documents. Subject to the time periods set forth in Schedule 5.2, the Guarantee and (a) The Collateral Agreement is effective to create in favor of the Lender Administrative Agent (for the benefit of the Secured Parties) a legal, valid and enforceable security interest in the Collateral described therein and proceeds thereof, except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting the enforcement of creditors’ rights generally or by general equitable principles (whether enforcement is sought by proceedings in equity or at law). In the case of the Pledged Stock described in the Guarantee and Collateral Agreement that are securities represented by stock certificates or otherwise constituting certificated securities within the meaning of Section 8-102(a)(15) of the UCC or the corresponding code or statute of any other applicable jurisdiction (“Certificated Securities”)Deposit Accounts, when certificates representing such Pledged Stock Deposit Account Control Agreements are delivered to entered into by the LenderAdministrative 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 described on Schedule 4.19 in appropriate form 3.17 are filed in the offices specified on Schedule 4.193.17, the Lender Administrative 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 and, subject to Section 9-315 of the New York Uniform Commercial Code, the proceeds thereof, as security for the Obligations, in which a each case to the extent security interest may interests in such Collateral can be perfected by filing, recording or registering a financing statement or analogous document in the United States (or any political subdivision thereof) and its territories and possessions pursuant to the UCC or upon the receipt and recording execution of an Intellectual Property Security Agreement with the USCRO Deposit Account Control Agreements or the USPTOfiling Uniform Commercial Code financing statements, as applicable, in each case, case prior and superior in right to any other Person (except, in the case of Collateral other than Pledged Stock, Liens expressly permitted by Section 7.2 or in the case of Collateral that is Pledged Stock6.02). (b) [Reserved.] (c) The Mortgages, Liens permitted by Section 7.2 which arise by operation of law). Each of the Mortgages delivered after the Closing Date will beif any, upon execution, shall be effective to create in favor of the Lender Administrative Agent (for the benefit of the Secured Parties) a legal, valid and enforceable Lien on all of the Loan Parties’ right, title and interest in and to the Mortgaged Properties described therein Property thereunder and the proceeds thereof, and when the such Mortgages are filed or recorded in the offices proper real estate filing or recording offices, the Administrative Agent (for the applicable jurisdictions in which benefit of the Mortgaged Properties are located, 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 Mortgaged Property and, to the Mortgaged Properties and extent applicable, subject to Section 9-315 of the Uniform Commercial Code, the proceeds thereof, as security for the Obligations (as defined in the relevant Mortgage), in each case, case prior and superior in right to any other Person, other than with respect to the rights of a Person (subject pursuant to Liens expressly permitted by Section 7.2)6.02.

Security Documents. Subject to the time periods set forth in Schedule 5.2, the (a) The Guarantee and Collateral Agreement is effective to create in favor of the Lender Administrative Agent, for the benefit of the Secured Parties, a legal, valid and enforceable security interest in the Collateral described therein and proceeds thereof, except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting the enforcement of creditors’ rights generally or by general equitable principles (whether enforcement is sought by proceedings in equity or at law). In the case of the Pledged Stock described as defined in the Guarantee and Collateral Agreement that are securities represented by stock certificates or otherwise constituting certificated securities within the meaning of Section 8-102(a)(15) of the California UCC or the corresponding code or statute of any other applicable jurisdiction (“Certificated Securities”), when certificates representing such Pledged Stock are to be delivered to the LenderAdministrative Agent, in the case of any Securities Account or Deposit Account of the Borrower or Subsidiary Guarantor (as applicable), upon effectiveness of appropriate Control Agreements in accordance with Section 6.11 with respect thereto, and in the case of the other Collateral constituting personal property described in the Guarantee and Collateral AgreementAgreement which may be perfected through the filing of a UCC financing statement, when financing statements and other filings (when filed in accordance with Section 6.11) specified on Schedule 4.19 4.19(a) in appropriate form are filed in the offices specified on Schedule 4.194.19(a), the Lender Administrative 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 which a security interest may be perfected by filing, recording or registering a financing statement or analogous document in the United States (or any political subdivision thereof) and its territories and possessions pursuant to the UCC or upon the receipt and recording of an Intellectual Property Security Agreement with the USCRO or the USPTO, as applicable, in each case, Obligations prior and superior in right to any other Person (except, in the case of Collateral other than Pledged Stock, Liens permitted by Section 7.2 7.3). As of the Closing Date, none of the Capital Stock of the Borrower or in the case of Collateral any Restricted Subsidiary that is Pledged Stock, Liens permitted by Section 7.2 which arise by operation of law). a limited liability company or partnership is a Certificated Security. (b) Each of the Mortgages Mortgages, if any, delivered after the Closing Date will be, upon execution, effective to create in favor of the Lender 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 in the offices for the applicable jurisdictions in which the Mortgaged Properties are located, each such Mortgage shall constitute a fully perfected First Priority 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 (subject to Liens permitted by Section 7.2).

Security Documents. Subject to the time periods set forth in Schedule 5.2, the Guarantee and Collateral (a) The Pledge Agreement is effective to create in favor of the Lender Collateral Agent, as pledgee, for the ratable benefit of the Secured Parties, a legal, valid and enforceable security interest in the Pledge Agreement Collateral described therein and proceeds thereof, except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting the enforcement of creditors’ rights generally or by general equitable principles (whether enforcement is sought by proceedings in equity or at law). In the case of the Pledged Stock described in the Guarantee Pledge Agreement and, upon the filing of UCC-1 Financing Statements in the required jurisdictions (which filings have been made or, if this representation and Collateral Agreement that are securities represented by stock certificates or otherwise constituting certificated securities warranty is made on any date occurring prior to the tenth Business Day following the Closing Date will be made within ten Business Days following the meaning of Section 8-102(a)(15) of the UCC or the corresponding code or statute of any other applicable jurisdiction (“Certificated Securities”Closing Date), when certificates representing such Pledged Stock are delivered the Pledge Agreement shall (to the Lender, and in extent required by the case of the other Collateral constituting personal property described in the Guarantee and Collateral Pledge Agreement, when financing statements and other filings specified on Schedule 4.19 in appropriate form are filed in the offices specified on Schedule 4.19, the Lender shall have ) constitute a fully perfected first priority Lien on, and security interest in, all right, title and interest of the Loan Parties pledgors thereunder in such Pledge Agreement Collateral and, to the extent contemplated therein and subject to Section 9-315 of the Uniform Commercial Code, the proceeds thereof, as security for the Obligations, in which a security interest may be perfected by filing, recording or registering a financing statement or analogous document in the United States (or any political subdivision thereof) and its territories and possessions pursuant to the UCC or upon the receipt and recording of an Intellectual Property Security Agreement with the USCRO or the USPTO, as applicable, in each case, case prior and superior in right to any other Person (exceptPerson, in the case of Collateral other than Pledged Stock, Liens expressly permitted by Section 7.2 or in the case of Collateral that 6.02. (b) The Security Agreement is Pledged Stock, Liens permitted by Section 7.2 which arise by operation of law). Each of the Mortgages delivered after the Closing Date will be, upon execution, effective to create in favor of the Lender Collateral Agent, for the ratable benefit of the Secured Parties, a legal, valid and enforceable Lien on security interest in the Mortgaged Properties Security Agreement Collateral described therein and proceeds thereoftherein, and and, when the Mortgages financing statements in appropriate form are filed in the offices for specified on the applicable jurisdictions in which schedules to the Mortgaged Properties are locatedSecurity Agreement, each such Mortgage shall the Security Agreement will (to the extent required by the Security Agreement) constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties grantors thereunder in such Security Agreement Collateral and, to the Mortgaged Properties extent contemplated therein and subject to Section 9-315 of the Uniform Commercial Code, the proceeds thereof, as security for the Obligations (as defined in the relevant Mortgage), in each case, case prior and superior in right to any other Person (subject person, other than with respect to Liens expressly permitted by Section 7.2)6.02. The recordation of (x) the Grant of Security Interest in U.S. Patents and (y) the Grant of Security Interest in U.S. Trademarks in the respective form attached to the Security Agreement, in each case in the United States Patent and Trademark Office, together with filings on Form UCC-1 made pursuant to the Security Agreement, will create, a perfected security interest in the United States trademarks and patents covered by the Security Agreement, and the recordation of the Grant of Security Interest in U.S. Copyrights in the form attached to the Security Agreement with the United States Copyright Office, together with filings on Form UCC-1 made pursuant to the Security Agreement, will create, a perfected security interest in the United States copyrights covered by the Security Agreement. (c) The Mortgages are effective to create in favor of the Collateral Agent, for the ratable benefit of the Secured Parties, a legal, valid and enforceable Lien on all of the Loan Parties' right, title and interest in and to the Mortgaged Properties thereunder and, to the extent contemplated therein and subject to Section 9-315 of the Uniform Commercial Code, the proceeds thereof, and when the Mortgages are filed in the offices specified on the schedules thereto and when financing statements in appropriate form are filed in the offices specified on the schedules thereto, each Mortgage will constitute an enforceable mortgage Lien on, and fully perfected security interest in, all right, title and interest of the Loan Parties in the Mortgaged Property subject thereto and, to the extent contemplated therein and subject to ss. 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 persons pursuant to Liens expressly permitted by Section 6.02.

Security Documents. Subject to the time periods set forth in Schedule 5.2, the Guarantee and Collateral (a) The Security Agreement is effective to create in favor of the Lender Administrative Agent, for the benefit of the Secured Parties, a legal, valid valid, binding and enforceable security interest in the Collateral described therein and proceeds and products thereof, except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting the enforcement of creditors’ rights generally or by general equitable principles (whether enforcement is sought by proceedings in equity or at law). In the case of (i) any Capital Stock pledged pursuant to the Pledged Stock described in the Guarantee and Collateral Security Agreement that are securities represented by stock certificates, (x) when such 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 certificates representing such Pledged Stock are delivered to the Lender, and in the case of the other Collateral constituting personal property described in the Guarantee and Collateral Agreement, Administrative Agent or (y) when financing statements and other filings specified on Schedule 4.19 in appropriate form are filed in the offices specified on Schedule 4.19the Perfection Certificate and (ii) the other Collateral described in the Security Agreement, when financing statements in appropriate form are filed in the offices specified on the Perfection Certificate have been completed, the Lender Lien created by the Security Agreement shall have constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Credit Parties in such Collateral and the proceeds and products thereof, as security for the Obligations, in which a security interest may be perfected by filing, recording or registering a financing statement or analogous document in the United States (or any political subdivision thereof) and its territories and possessions pursuant to the UCC or upon the receipt and recording of an Intellectual Property Security Agreement with the USCRO or the USPTO, as applicable, in each case, prior and superior in right to any other Person (except, with respect to priority only, Permitted Prior Liens and, in the case of Collateral other than Pledged collateral constituting Capital Stock, Liens permitted by Section 7.2 or in the case of Collateral that is Pledged Stock, Liens permitted by Section 7.2 which arise by operation of lawPermitted Equity Liens). . (b) Each of the Mortgages delivered after the Closing Date will be, upon execution, is effective to create in favor of the Lender Administrative Agent, for the benefit of the Secured Parties, a legal, valid valid, binding and enforceable Lien on the Mortgaged Properties described therein and proceeds and products thereof, and when the Mortgages are filed in the offices for recording office designated by the applicable jurisdictions in which the Mortgaged Properties are locatedBorrower, each such Mortgage shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Credit Parties in the Mortgaged Properties described therein and the proceeds and products thereof, as security for the Obligations (as defined in the relevant Mortgage), in each case, case prior and superior in right to any other Person (subject to other than Persons holding Liens or other encumbrances or rights permitted by Section 7.2the relevant Mortgage).

Security Documents. Subject to the time periods set forth in Schedule 5.2, the (a) The Guarantee and Collateral Agreement is effective to create in favor of the Lender Administrative Agent, for the ratable benefit of the Secured Parties, a legal, valid valid, binding and enforceable security interest in the Collateral described therein and proceeds thereof, except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting the enforcement of creditors’ rights generally or by general equitable principles thereof and (whether enforcement is sought by proceedings i) in equity or at law). In the case of the Pledged Stock described in Collateral, upon the Guarantee and Collateral Agreement that are securities represented by stock certificates or otherwise constituting certificated securities within the meaning earlier of Section 8-102(a)(15(A) of the UCC or the corresponding code or statute of any other applicable jurisdiction (“Certificated Securities”), when certificates representing such Pledged Stock are Collateral is delivered to the Lender, Administrative Agent and in the case of the other Collateral constituting personal property described in the Guarantee and Collateral Agreement, (B) when financing statements and other filings specified on Schedule 4.19 in appropriate form are filed in the offices specified on Schedule 4.19, the Lender 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 which a security interest may be perfected by filing, recording or registering a financing statement or analogous document in the United States (or any political subdivision thereof3.19(a) and its territories and possessions pursuant to the UCC or upon the receipt and recording of an Intellectual Property Security Agreement with the USCRO or the USPTO, as applicable, in each case, prior and superior in right to any other Person (except, ii) in the case of all other Collateral described therein (other than Pledged StockIntellectual Property Collateral), Liens permitted by Section 7.2 or when financing statements in the case of Collateral that is Pledged Stock, Liens permitted by Section 7.2 which arise by operation of law). Each of the Mortgages delivered after the Closing Date will be, upon execution, effective to create in favor of the Lender 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 for specified on Schedule 3.19(a), the applicable jurisdictions in which the Mortgaged Properties are located, each such Mortgage Guarantee and Collateral Agreement shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Secured Parties in the Mortgaged Properties such Collateral and the proceeds thereof, as security for the Obligations (as defined in the relevant Mortgage)Obligations, in each casecase prior and superior to the rights of any other person (except, in the case of all Collateral other than Pledged Collateral, with respect to Liens expressly permitted by Section 6.02). (b) Each Intellectual Property Security Agreement is effective to create in favor of the Administrative Agent, 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. 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), such Intellectual Property Security Agreement shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the grantors thereunder in the Intellectual Property Collateral and proceeds thereof, as security for the Obligations, in each case prior and superior in right to any other Person person (subject except with respect to Liens expressly permitted by Section 7.26.02) (it being understood that subsequent recordings in the United States Patent and Trademark Office and the United States Copyright Office may be necessary to perfect a lien on registered trademarks, trademark applications and copyrights acquired by the grantors after the date hereof). (c) Each of the Mortgages is effective to create in favor of the Administrative Agent, for the ratable benefit of the Secured Parties, a legal, valid, binding and enforceable Lien on, and security interest in, all of the Loan Parties' right, title and interest in and to the Mortgaged Property thereunder and proceeds thereof, and when the Mortgages are filed in the offices specified on Schedule 3.19

Security Documents. Subject to (a) The Security Agreement, upon execution and delivery thereof by the time periods set forth in Schedule 5.2parties thereto, the Guarantee and Collateral Agreement is effective to will create in favor of the Lender 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, thereof (except as enforceability may be limited by applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium receivership, moratorium, or other similar laws relating to or affecting the enforcement of creditors’ rights generally or and by general equitable principles of equity), in which a security interest may be created under the New York Uniform Commercial Code as in effect from time to time, and the Lien created under the Security Agreement is (whether enforcement is sought by proceedings or will be, upon the filing of appropriate financing statements with appropriate offices, the filings of grants of security in equity or at law). In Intellectual Property with the case United States Patent and Trademark Office, the execution of appropriate control agreements and the Pledged Stock described in the Guarantee and Collateral Agreement that are securities represented by stock certificates or otherwise constituting delivery of 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 certificates representing such Pledged Stock are delivered and instruments to the Lender, 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 in appropriate form are filed in the offices specified on Schedule 4.19, the Lender shall have Administrative Agent) 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 which a security interest may be perfected by filing, recording or registering a financing statement or analogous document in the United States (or any political subdivision thereof) and its territories and possessions pursuant to the UCC or upon the receipt and recording of an Intellectual Property Security Agreement with the USCRO or the USPTO, as applicableCollateral, in each case, case prior and superior in right to any other Person (exceptPerson, in the case of Collateral other than Pledged Stock, with respect to Permitted Liens permitted by specified in clauses (b) and (d) of Section 7.2 or in the case of Collateral that is Pledged Stock, Liens permitted by Section 7.2 which arise by operation of law). Each of the Mortgages delivered after the Closing Date will be7.2. (b) The Pledge Agreement, upon executionexecution and delivery thereof by the parties thereto, effective to will create in favor of the Lender Administrative Agent, for the ratable 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 security interest in the offices for Pledged Collateral (as defined in the Pledge Agreement) and the proceeds thereof (except as enforceability may be limited by applicable jurisdictions bankruptcy, insolvency, fraudulent transfer, reorganization, receivership, moratorium, or similar laws affecting the enforcement of creditors’ rights generally and by general principles of equity), and, when such Collateral is delivered to the Administrative Agent, together with stock powers duly executed in which blank, the Mortgaged Properties are located, each such Mortgage Pledge Agreement shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties pledgor thereunder in the Mortgaged Properties and the proceeds thereof, as security for the Obligations (as defined in the relevant Mortgage)such Collateral, in each case, case prior and superior in right to any other Person Person. (subject to Liens permitted c) Schedule 4.21 lists completely and correctly as of the Closing Date all real property owned by Section 7.2)the Borrowers and their Restricted Subsidiaries and the addresses thereof. (d) Schedule 4.21 lists completely and correctly as of the Closing Date all real property leased by the Borrowers and their Restricted Subsidiaries and the addresses thereof.

Security Documents. Subject to the time periods set forth in Schedule 5.2, the (a) The Guarantee and Collateral Agreement is effective to create in favor of the Lender Administrative Agent, for the benefit of the Secured Parties, a legal, valid and enforceable security interest in the Collateral described therein and proceeds thereof, except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting the enforcement of creditors’ rights generally or by general equitable principles (whether enforcement is sought by proceedings in equity or at law). In the case of the Pledged Stock described in the Guarantee and Collateral Agreement that are securities represented by stock certificates or otherwise constituting certificated securities within the meaning of Section 8-102(a)(15) of the UCC or the corresponding code or statute of any other applicable jurisdiction (“Certificated Securities”), when certificates representing such Pledged Stock (which, in the case of a certificated securities in registered form, indorsed to the Administrative Agent or in blank by an effective indorsement) are delivered to the LenderAdministrative 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 4.19(a) to the Disclosure Letter in appropriate form are filed in the offices specified on Schedule 4.194.19(a) to the Disclosure Letter, the Lender Administrative 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 which a security interest may be perfected by filing, recording or registering a financing statement or analogous document in the United States (or any political subdivision thereof) and its territories and possessions pursuant to the UCC or upon the receipt and recording of an Intellectual Property Security Agreement with the USCRO or the USPTO, as applicable, in each case, case prior and superior in right to any other Person (except, in the case of Collateral other than Pledged Stock, Liens permitted by Section 7.2 or in 7.3). As of the case Closing Date, none of Collateral the Capital Stock of any Group Member that is Pledged Stock, Liens permitted by Section 7.2 which arise by operation of law). a limited liability company or partnership has any Capital Stock that is a Certificated Security. (b) Each of the Mortgages delivered after the Closing Date will be, upon execution, effective to create in favor of the Lender 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 in the offices 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, case prior and superior in right to any other Person (subject only to Liens expressly permitted by Section 7.27.3).

Security Documents. Subject to the time periods set forth in Schedule 5.2, the (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 Lender Collateral Agent, for the ratable benefit of the Secured Parties, a legal, valid and enforceable security interest in the Collateral described therein (as defined in the Guarantee and Collateral Agreement) and the proceeds thereof, thereof except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting the enforcement of creditors’ rights generally or and by general equitable principles (whether enforcement is sought by proceedings in equity or at law). In the case of the Pledged Stock described in the Guarantee ) and Collateral Agreement except with respect to any additional actions and documents that need to be entered into that are securities represented by stock certificates required under foreign law (with respect to any Equity Interests of a Foreign Subsidiary or otherwise constituting certificated securities within assets or property located in a foreign jurisdiction) to create a legal, valid and enforceable security interest and (i) when the meaning of Section 8-102(a)(15) of the UCC or the corresponding code or statute of any other applicable jurisdiction original Pledged Collateral (“Certificated Securities”), when certificates representing such Pledged Stock are delivered to the Lender, and in the case of the other Collateral constituting personal property described as defined in the Guarantee and Collateral Agreement), along with any necessary transfer documents or instruments, is delivered to the Collateral Agent, the Lien created under the Guarantee and Collateral Agreement shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such Pledged Collateral, in each case prior and superior in right to any other Person (in each case, other than (y) Liens on cash collateral permitted pursuant to Section 6.02(xiv) and (z) non-consensual Liens permitted under Section 6.02(iv)), and (ii) (A) for Collateral with respect to which a security interest may be perfected only by possession or control, upon the taking of possession or control by the Collateral Agent of such Collateral, (B) when financing statements and other filings specified on Schedule 4.19 in appropriate form are filed in the offices specified on Schedule 4.193.18(a), (C) the actions described in clause (i) above with respect to Pledged Collateral and (D) upon taking (1) any other perfection action as may be required under the UCC or any other applicable law and (2) any other action (including creation action) as may be required under foreign law, the Lender shall have Lien on the Collateral 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 such Collateral and the proceeds thereof, as security for the Obligations, (other than federally registered copyrights) in which a security interest may be perfected by filing, recording or registering a financing statement or analogous document in the United States (or any political subdivision thereof) and its territories and possessions pursuant to Article 9 of the UCC or upon the receipt and recording of an Intellectual Property Security Agreement with the USCRO or the USPTO, as applicableUCC, in each case, case prior and superior in right to any other Person (exceptPerson, in the case of Collateral other than Pledged Stock, with respect to Liens permitted by Section 7.2 or in 6.02. (b) Upon the case of Collateral that is Pledged Stock, Liens permitted by Section 7.2 which arise by operation of law). Each recordation of the Mortgages delivered after fully-executed Guarantee and Collateral Agreement (or a short-form security agreement in form and substance reasonably satisfactory to the Closing Date will beBorrower and the Collateral Agent) with the United States Copyright Office, upon execution, effective to create in favor of the Lender a legal, valid Lien created under the Guarantee and enforceable Lien on the Mortgaged Properties described therein and proceeds thereof, and when the Mortgages are filed in the offices for the applicable jurisdictions in which the Mortgaged Properties are located, each such Mortgage 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 federally registered Copyrights (as defined in the relevant Mortgage)Guarantee and Collateral Agreement) in which a security interest may be perfected by filing in the United States, in each case, case prior and superior in right to any other Person (subject Person, other than with respect to Liens permitted by Section 7.26.02 (it being understood that subsequent recordings in the United States Copyright Office may be necessary to perfect a Lien on registered copyrights acquired by the Loan Parties after the date hereof).

Security Documents. Subject to the time periods set forth in Schedule 5.2, the (a) The Guarantee and Collateral Agreement is effective to create in favor of the Lender Administrative Agent, for the benefit of the Lenders, a legal, valid and enforceable security interest in the Collateral described therein and proceeds thereof, except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting the enforcement of creditors’ rights generally or by general equitable principles (whether enforcement is sought by proceedings in equity or at law). In the case of the Pledged Stock described in the Guarantee and Collateral Agreement that are securities represented by stock certificates or otherwise constituting certificated securities within the meaning of Section 8-102(a)(15) of the UCC or the corresponding code or statute of any other applicable jurisdiction (“Certificated Securities”)Agreement, when any stock certificates representing such Pledged Stock are delivered to the LenderAdministrative Agent together with stock powers endorsed to the Administrative Agent or in blank, 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 in appropriate form are filed in the offices specified on Schedule 4.193.19(a)-1, (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 (all of which filings have been duly completed), the Lender Guarantee and Collateral Agreement shall have constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral and the proceeds thereof, as security for the Obligations, in which a security interest may be perfected by filing, recording or registering a financing statement or analogous document Obligations (as defined in the United States (or any political subdivision thereof) Guarantee and its territories and possessions pursuant to the UCC or upon the receipt and recording of an Intellectual Property Security Agreement with the USCRO or the USPTO, as applicableCollateral Agreement), in each case, case prior and superior in right to any other Person (except, in the case of Collateral other than Pledged Stock, Liens permitted by Section 7.2 or in the case of Collateral that is Pledged Stock, Liens permitted by Section 7.2 which arise by operation of law6.3). Schedule 3.19(a)-2 lists each UCC Financing Statement (other than any naming the Administrative Agent as secured party) that (i) names any Loan Party as debtor and (ii) will remain on file after the Amendment/Restatement Effective Date. (b) Each of the Mortgages delivered after the Closing Date will be, upon execution, is effective to create in favor of the Lender 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 and, each such Mortgage, as filed in the offices for the applicable jurisdictions in which the Mortgaged Properties are locatedspecified on Schedule 3.19(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, case prior and superior in right to any other Person (Person, subject only to Liens and other matters permitted by Section 7.2)6.3.

Security Documents. Subject to the time periods set forth in Schedule 5.2, the (a) The Guarantee and Collateral Agreement is effective to create in favor of the Lender Administrative Agent, for the benefit of the Lenders, a legal, valid and enforceable security interest in the Collateral described therein and proceeds thereof, except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting the enforcement of creditors’ rights generally or by general equitable principles (whether enforcement is sought by proceedings in equity or at law). In the case of the Pledged Stock described in the Guarantee and Collateral Agreement that are securities represented by stock certificates or otherwise constituting certificated securities within the meaning of Section 8-102(a)(15) of the UCC or the corresponding code or statute of any other applicable jurisdiction (“Certificated Securities”)Agreement, when stock certificates representing such Pledged Stock are delivered to the LenderAdministrative Agent together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the relevant Group Member, and in the case of the other Collateral constituting personal property described in the Guarantee and Collateral AgreementAgreement in which a security interest can be perfected by filing under the Uniform Commercial Code, when financing statements and other filings specified on Schedule 4.19 4.19(a) in appropriate form are filed in the offices specified on Schedule 4.194.19(a), the Lender Guarantee and Collateral Agreement shall have constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral and the proceeds thereof, as security for the Obligations, in which a security interest may be perfected by filing, recording or registering a financing statement or analogous document Obligations (as defined in the United States (or any political subdivision thereof) Guarantee and its territories and possessions pursuant to the UCC or upon the receipt and recording of an Intellectual Property Security Agreement with the USCRO or the USPTO, as applicableCollateral Agreement), in each case, case prior and superior in right to any other Person (except, in the case of Collateral other than Pledged Stock, Liens permitted by Section 7.2 or in the case of Collateral that is Pledged Stock, Liens permitted by Section 7.2 which arise by operation of law7.3). . (b) Each of the Mortgages delivered after the Closing Date will be, upon execution, is effective to create in favor of the Lender 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 for the applicable jurisdictions in which the Mortgaged Properties are locatedspecified 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, case prior and superior in right to any other Person (subject to Liens permitted Person. Schedule 1.1B lists, as of the Closing Date, each parcel of owned real property and each leasehold interest in real property located in the United States and held by Section 7.2)the Borrower or any of its Subsidiaries.

Security Documents. Subject (a) Except with respect to the time periods set forth in Schedule 5.2any Foreign Intellectual Property, the Guarantee and Collateral Agreement is effective to Agreement, upon execution and delivery thereof by the parties thereto, will create in favor of the Lender Collateral Agent, for the ratable benefit of the Secured Parties, a legal, valid and enforceable security interest in the Collateral described therein (as defined in the Guarantee and proceeds thereofCollateral Agreement) (except, except as enforceability to enforcement, as may be limited by applicable domestic or foreign bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or and other similar laws relating to or affecting the enforcement of creditors’ rights generally or by (other than the provisions of the United States Bankruptcy Code conferring hypothetical lien creditor status upon a bankruptcy trustee), general equitable principles (whether enforcement is sought by proceedings considered in a proceeding in equity or at law). In ) and an implied covenant of good faith and fair dealing) and the case of proceeds thereof and (i) when the Pledged Stock described Equity Interests (as defined in the Guarantee and Collateral Agreement that are securities represented by stock certificates or otherwise constituting certificated securities within and to the meaning of Section 8-102(a)(15extent a certificate represents such interests) of the UCC or the corresponding code or statute of any other applicable jurisdiction (“Certificated Securities”), when certificates representing such Pledged Stock are delivered to the LenderCollateral Agent, and in the case of the other Collateral constituting personal property described in Lien created under the Guarantee and Collateral AgreementAgreement shall constitute a fully perfected first priority Lien on, and security interest in, all right, title and interest of the Group Member in such Pledged Equity Interests, in each case prior and superior in right to any other Person (subject to non-consensual Liens permitted under Section 8.3 imposed by any Requirement of Law), and (ii) when financing statements and other filings specified on Schedule 4.19 in appropriate form are filed in the offices specified on Schedule 4.195.19(a), the Lender shall have 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 such Collateral and the proceeds thereof, as security for the Obligations, in which a security interest may be perfected by filing, recording or registering a financing statement or analogous document in the United States (or any political subdivision thereof) and its territories and possessions pursuant to the UCC or upon the receipt and recording of an other than Intellectual Property Security Agreement with the USCRO or the USPTO, as applicableProperty), in each case, case prior and superior in right to any other Person (exceptPerson, in the case of Collateral each case, other than Pledged Stock, with respect to Liens expressly permitted by Section 7.2 8.3. In connection with Collateral consisting of deposit accounts, the applicable Loan Party has taken all actions necessary or desirable to establish the Collateral Agent’s “control” (within the meaning of Section 9-104 of the UCC) over such accounts. (b) Upon the recordation of one or more Intellectual Property Security Agreements with the United States Patent and Trademark Office or the United States Copyright Office, as applicable, together with the financing statements in appropriate form filed in the case of offices specified on Schedule 5.19(a), the Lien created under the Guarantee and Collateral that is Pledged Stock, Liens permitted by Section 7.2 which arise by operation of law). Each of the Mortgages delivered after the Closing Date will be, upon execution, effective to create Agreement in favor of the Lender a legal, valid and enforceable Lien on the Mortgaged Properties described therein and proceeds thereof, and when the Mortgages are filed in the offices Collateral Agent for the applicable jurisdictions in which ratable benefit of the Mortgaged Properties are locatedSecured Parties, each such Mortgage shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in Collateral consisting of the Mortgaged Properties and the proceeds thereof, as Intellectual Property in which a security for the Obligations (as defined interest may be perfected by filing in the relevant Mortgage)United States, in each case, case prior and superior in right to any other Person (subject other than with respect to Liens permitted by Section 7.28.3) (it being understood that subsequent recordings in the United States Patent and Trademark Office or the United States Copyright Office, as applicable, may be necessary to perfect a Lien on registered United States trademarks and patents, United States trademark and patent applications or United States registered copyrights acquired or created by the Loan Parties after the date hereof). (c) The form of Mortgage will be effective to create in favor of the Collateral Agent, for the ratable benefit of the Secured Parties, a legal, valid and enforceable Lien on all of the Loan Parties’ right, title and interest in and to the Mortgaged Property thereunder and the proceeds thereof, and when such Mortgage is filed, with appropriate changes to comply with requirements in the applicable jurisdiction, in the applicable offices, such Mortgage shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the applicable Loan Party in such Mortgaged Property and the proceeds thereof, in each case prior and superior in right to any other Person, other than with respect to the rights of Persons pursuant to Liens expressly permitted by Section 8.3.

Security Documents. Subject to the time periods set forth in Schedule 5.2, the (a) The Master Guarantee and Collateral Agreement is effective to create in favor of the Lender Administrative Agent, for the benefit of the Lenders, a legal, valid and enforceable security interest in the Collateral described therein and proceeds thereof, except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting the enforcement of creditors’ rights generally or by general equitable principles (whether enforcement is sought by proceedings in equity or at law). In the case of the Pledged Stock described in the Guarantee and Collateral Agreement that are securities represented by stock certificates or otherwise constituting certificated securities within the meaning of Section 8-102(a)(15) of the UCC or the corresponding code or statute of any other applicable jurisdiction (“Certificated Securities”)therein, when stock certificates representing such Pledged Stock are delivered to the LenderAdministrative Agent, and in the case of the other Collateral constituting personal property described in the Guarantee and Collateral Agreementtherein, when financing statements and other filings specified on Schedule 4.19 in appropriate form are filed in the offices specified on Schedule 4.198.16 (a) thereto, the Lender Master Guarantee and Collateral Agreement shall have constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Credit Parties in such Collateral and the proceeds thereof, as security for the Obligations, in which a security interest may be perfected by filing, recording or registering a financing statement or analogous document Obligations (as defined in the United States (or any political subdivision thereof) Master Guarantee and its territories and possessions pursuant to the UCC or upon the receipt and recording of an Intellectual Property Security Agreement with the USCRO or the USPTO, as applicableCollateral Agreement), in each case, 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 Section 7.2 or in subsection 11.3. (b) Upon execution and delivery thereof by the case of Collateral that is Pledged Stockparties thereto, Liens permitted by Section 7.2 which arise by operation of law). Each of the Mortgages delivered after the Closing Date each Foreign Pledge Agreement will be, upon execution, be effective to create in favor of the Lender Administrative Agent, for the ratable benefit of the Lenders, a legal, valid and enforceable security interest in not less than 65% of the Capital Stock of each Foreign Subsidiary which is directly owned by a Domestic Subsidiary and, when the actions (if any) specified in the legal opinion delivered in connection with such Foreign Pledge Agreement have been duly taken, the security interests granted pursuant thereto shall constitute a perfected first lien on, and security interest in, all right, title and interest of the pledgor party thereto in such Capital Stock. (c) Each of the Mortgages, when executed and delivered by the relevant Credit Party, shall 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 in the offices for the applicable jurisdictions in which the Mortgaged Properties are locatedspecified on Schedule 8.16(c), each such Mortgage shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Credit Parties in the Mortgaged Properties and the proceeds thereof, as security for the Obligations (as defined in the relevant Mortgage), in each case, case prior and superior in right to any other Person (subject Person, other than with respect to Liens permitted by Section 7.2)subsection 11.3.

Security Documents. Subject to the time periods set forth in Schedule 5.2, the Guarantee and Collateral (a) The Pledge Agreement is effective to create in favor of the Lender Collateral Agent, for the ratable benefit of the Secured Parties, a legal, valid and enforceable security interest in the Collateral described therein and proceeds thereof, except (as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting the enforcement of creditors’ rights generally or by general equitable principles (whether enforcement is sought by proceedings in equity or at law). In the case of the Pledged Stock described defined in the Guarantee and Collateral Agreement that are securities represented by stock certificates or otherwise constituting certificated securities within the meaning of Section 8-102(a)(15Pledge Agreement) of the UCC or the corresponding code or statute of any other applicable jurisdiction (“Certificated Securities”)and, when certificates representing such Pledged Stock are Collateral is delivered to the LenderCollateral Agent, the Pledge Agreement shall constitute a fully perfected first priority Lien on, and security interest in, all right, title and interest of each pledgor thereunder in such Collateral, in each case prior and superior in right to any other Person. (b) The Security Agreement is effective to create in favor of the Collateral Agent, for the ratable benefit of the Secured Parties, a legal, valid and enforceable security interest in the case of the other Collateral constituting personal property described (as defined in the Guarantee and Collateral Security Agreement) and, when financing statements and other filings specified on Schedule 4.19 in appropriate form are filed in the offices specified on Schedule 4.195 to the Perfection Certificate, the Lender Security Agreement shall have 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 (other than the proceeds thereof, Intellectual Property (as security for the Obligations, in which a security interest may be perfected by filing, recording or registering a financing statement or analogous document defined in the United States (or any political subdivision thereof) and its territories and possessions pursuant to the UCC or upon the receipt and recording of an Intellectual Property Security Agreement with the USCRO or the USPTO, as applicableAgreement)), in each case, 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 7.2 or in 6.02. (c) When the case of Collateral that Security Agreement is Pledged Stock, Liens permitted by Section 7.2 which arise by operation of law). Each of the Mortgages delivered after the Closing Date will be, upon execution, effective to create in favor of the Lender a legal, valid and enforceable Lien on the Mortgaged Properties described therein and proceeds thereof, and when the Mortgages are filed in the offices for United States Patent and Trademark Office and the applicable jurisdictions in which United States Copyright Office, the Mortgaged Properties are located, each such Mortgage Security 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)Security Agreement) in which a security interest may be perfected by filing, recording or registering a security agreement, financing statement or analogous document in the United States Patent and Trademark Office or the United States Copyright Office, as applicable, in each case, case prior and superior in right to any other Person (subject to other than Liens expressly permitted by Section 7.26.02 (it being understood that subsequent recordings in the United States Patent and Trademark Office and the United States Copyright Office may be necessary to perfect a Lien on registered trademarks, trademark applications and copyrights acquired by the Loan Parties after the date hereof). (d) The Mortgages are effective to create, subject to the exceptions listed in each title insurance policy covering such Mortgage, in favor of the Collateral Agent, for the ratable benefit of the Secured Parties, a legal, valid and enforceable Lien on all of the Loan Parties' right, title and interest in and to the Mortgaged Properties thereunder and the proceeds thereof, and when the Mortgages are filed in the offices specified on Schedule 3.17(d), the Mortgages shall constitute a Lien on, and security interest in, all right, title and interest of the Loan Parties in such Mortgaged Properties and the proceeds thereof, in each case prior and superior in right to any other Person, other than with respect to the rights of Persons pursuant to Liens expressly permitted by Section 6.02.

Security Documents. Subject to the time periods set forth in Schedule 5.2, the (a) The Guarantee and Collateral Agreement is effective to create in favor of the Lender Administrative Agent, for the benefit of the Secured Parties, a legal, valid and enforceable security interest in the Collateral described therein and proceeds thereof, except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting the enforcement of creditors’ rights generally or by general equitable principles (whether enforcement is sought by proceedings in equity or at law). In the case of the Pledged Stock described in the Guarantee and Collateral Agreement that are securities represented by stock certificates or otherwise constituting certificated securities within the meaning of Section 8-102(a)(15) of the UCC or the corresponding code or statute of any other applicable jurisdiction (“Certificated Securities”), when certificates representing such Pledged Stock are delivered to the LenderAdministrative 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 4.19(a) in appropriate form are filed in the offices specified on Schedule 4.194.19(a), the Lender Administrative 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 which a security interest may be perfected by filing, recording or registering a financing statement or analogous document in the United States (or any political subdivision thereof) and its territories and possessions pursuant to the UCC or upon the receipt and recording of an Intellectual Property Security Agreement with the USCRO or the USPTO, as applicable, in each case, case prior and superior in right to any other Person (except, in the case of Collateral other than Pledged Stock, Liens permitted by Section 7.2 7.3). As of the ClosingThird Amendment Effective Date, none of the Borrower, Holdings or in the case of Collateral any Guarantor that is Pledged Stock, Liens permitted by Section 7.2 which arise by operation of law). a limited liability company or partnership has any Capital Stock that is a Certificated Security. (b) Each of the Mortgages delivered after the Closing Date will be, upon execution, effective to create in favor of the Lender 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 in the offices 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, case prior and superior in right to any other Person (subject to Liens permitted by Section 7.2)Person.

Security Documents. Subject to the time periods set forth in Schedule 5.2, the Guarantee and Collateral (a) Each Pledge Agreement is effective to create in favor of the Lender Collateral Agent, for the ratable benefit of the Secured Parties, a legal, valid and enforceable security interest in the Collateral described therein and proceeds thereof, except (as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting the enforcement of creditors’ rights generally or by general equitable principles (whether enforcement is sought by proceedings defined in equity or at law). In the case of the Pledged Stock described in the Guarantee and Collateral Agreement that are securities represented by stock certificates or otherwise constituting certificated securities within the meaning of Section 8-102(a)(15) of the UCC or the corresponding code or statute of any other applicable jurisdiction (“Certificated Securities”such Pledge Agreement), when certificates representing such Pledged Stock are delivered to the Lenderand, and in the case of the other Collateral constituting personal property described in the Guarantee and Collateral Domestic Pledge Agreement, when financing statements such Collateral is delivered to the Collateral Agent such Pledge Agreement will constitute a fully perfected first priority Lien on and security interest in all right, title and interest of each pledgor thereunder in such Collateral, in each case prior and superior in right to any other filings specified on Schedule 4.19 person. (b) Each Security Agreement is effective to create in appropriate form are filed favor of the Collateral Agent, for the ratable benefit of the Secured Parties, a legal, valid and enforceable security interest in the offices specified on Schedule 4.19Collateral (as defined in such Security Agreement), and when the Lender shall have actions contemplated by such Security Agreement are taken, such Security Agreement will constitute a fully perfected Lien on, on and security interest in, in all right, title and interest of the Loan Parties grantors thereunder in such Collateral and and, as to assets in the United States, subject to § 9-315 of the Uniform Commercial Code (and, as to assets outside the United States, subject to the comparable provision of the law that governs each such Security Agreement), the proceeds thereof, as security for the Obligations, in which a security interest may be perfected by filing, recording or registering a financing statement or analogous document in the United States (or any political subdivision thereof) and its territories and possessions pursuant to the UCC or upon the receipt and recording of an Intellectual Property Security Agreement with the USCRO or the USPTO, as applicable, in each case, case prior and superior in right to any other Person (exceptperson, in the case of Collateral other than Pledged Stock, with respect to Liens expressly permitted by Section 7.2 or 6.02. (c) When a Security Agreement is filed in the case of Collateral that is Pledged Stock, Liens permitted by Section 7.2 which arise by operation of law). Each of United States Patent and Trademark Office and the Mortgages delivered after the Closing Date will be, upon execution, effective to create in favor of the Lender a legal, valid and enforceable Lien on the Mortgaged Properties described therein and proceeds thereofUnited States Copyright Office, and when the Mortgages other actions contemplated by such Security Agreement are filed in the offices for the applicable jurisdictions in which the Mortgaged Properties are locatedtaken, each such Mortgage shall Security Agreement will 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 Intellectual Property (as defined in such Security Agreement) and, subject to § 9-315 of the Uniform Commercial Code, the proceeds thereof, as security for the Obligations (as defined in the relevant Mortgage), in each case, case prior and superior in right to any other Person person. (subject d) The Mortgages are effective to create in favor of the Collateral Agent, for the ratable benefit of the Secured Parties, a legal, valid and enforceable Lien on all of the Loan Parties’ right, title and interest in and to the Mortgaged Properties and, to the extent provided by applicable law, the proceeds thereof, and when the Mortgages are filed in the offices specified on Schedule 3.19(d) (or, in the case of Mortgaged Properties not owned by GrafTech or a Subsidiary on the Effective Date, the appropriate filing offices in the jurisdictions in which such Mortgaged Properties are located), the Mortgages will constitute fully perfected Liens on, and security interests in, all right, title and interest of the Loan Parties in the Mortgaged Properties, in each case prior and superior in right to any other person, other than with respect to the rights of persons pursuant to Liens expressly permitted by Section 7.2)6.02. (e) On the Restatement Effective Date, after giving effect to the Permitted Restructuring transactions that occurred on the First Amendment Effective Date and March 30, 2012, the Collateral and Guarantee Requirement was satisfied, and at all times thereafter, the Collateral and Guarantee Requirement will be satisfied.

Security Documents. Subject to the time periods set forth in Schedule 5.2, the Guarantee and Collateral (a) The Pledge Agreement is effective to create in favor of the Lender Administrative Agent, for the ratable benefit of the Secured Parties, a legal, valid and enforceable security interest in the Collateral described therein (and the proceeds thereof, except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting the enforcement of creditors’ rights generally or by general equitable principles (whether enforcement is sought by proceedings in equity or at law). In the case of the Pledged Stock described in the Guarantee and Collateral Agreement that are securities represented by stock certificates or otherwise constituting certificated securities within the meaning of Section 8-102(a)(15) of the UCC or the corresponding code or statute of any other applicable jurisdiction (“Certificated Securities”)and, when certificates representing such Pledged Stock are Collateral is delivered to the LenderAdministrative Agent and any other requirements set forth therein are completed, the Administrative Agent shall have a fully perfected second-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 applicable, in each case prior and superior in right to any other Person, other than with respect to Liens securing the Working Capital Foreign Obligations. (b) The Security Agreements are effective (with respect to the Australian Security Agreement, on and after the Australian Effective Date) to create in favor of the Administrative Agent, for the ratable benefit of the Secured Parties, a legal, valid and enforceable security interest in the Collateral described therein (and the proceeds thereof) and, when financing statements, and/or other filings, notices and registrations, in the case of Collateral under the other Collateral constituting personal property described in the Guarantee and Collateral Agreement, when financing statements and other filings specified on Schedule 4.19 Security Documents in appropriate form are filed filed, given or obtained with, to or from the appropriate offices in the offices each relevant jurisdiction (including those specified on Schedule 4.196 to the Perfection Certificate), the Lender Administrative Agent shall 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 New York Uniform Commercial Code and the legislation in other jurisdictions, the proceeds thereof, as security for the Obligations, in which a security interest may be perfected by filing, recording or registering a financing statement or analogous document in the United States (or any political subdivision thereof) and its territories and possessions pursuant to the UCC or upon the receipt and recording of an Intellectual Property Security Agreement with the USCRO or the USPTO, as applicable, in each case, case prior and superior in right to any other Person (exceptPerson, in the case of Collateral other than Pledged Stock, with respect to Liens expressly permitted by Section 7.2 or in the case of Collateral that is Pledged Stock, Liens permitted by Section 7.2 which arise by operation of law). Each of the 6.03. (c) [Intentionally Omitted]. (d) The Mortgages delivered after the Closing Date will be, upon execution, are effective to create create, subject to the exceptions listed in each title insurance policy covering such Mortgage, in favor of the Lender Administrative Agent, for the ratable benefit of the Secured Parties, a legal, valid and enforceable Lien on all of the Loan Parties’ right, title and interest in and to the Mortgaged Properties described therein thereunder and the proceeds thereof, and when the Mortgages are filed in the offices for specified on Schedule 3.16(d), the applicable jurisdictions in which the Mortgaged Properties are located, each such Mortgage Administrative Agent shall constitute have a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in the such Mortgaged Properties and, to the extent applicable, subject to Section 9-315 of the New York Uniform Commercial Code (and the equivalent legislation in other jurisdictions), the proceeds thereof, as security for the Obligations (as defined in the relevant Mortgage), in each case, case prior and superior in right to any other Person (subject Person, other than with respect to the rights of Persons pursuant to Liens expressly permitted by Section 7.2)6.03.

Security Documents. Subject (a) As general and continuing collateral security for the due repayment and satisfaction of all present and future indebtedness, liabilities and obligations of any kind whatsoever, under, in connection with or relating to this Indenture, including without limitation, the Notes (including any Guarantees thereof) and any ultimate unpaid balance thereof and to secure the due performance of all of the other present and future obligations of the Company and any Guarantors to the time periods set forth in Schedule 5.2Trustee and the Holders under this Indenture, each Security Document and the Notes (including any Guarantees thereof), the Guarantee Company for all purposes, has entered into the Security Documents and granted a first priority security interest (subject only to Prior Liens) in the Collateral Agreement is effective to create in favor as security for the Notes. (b) The Company represents, covenants, agrees and warrants that it at all relevant times has had, and that it and each Restricted Subsidiary of the Lender Company to which any Collateral is sold, issued, conveyed, leased, assigned or otherwise transferred and which Collateral is not released in accordance with the provisions of this Article X (each such Restricted Subsidiary, a legal"Transferee Restricted Subsidiary") shall at all times have, valid the right, power and enforceable authority to grant a security interest in the property constituting the Collateral, in the manner and form done, or intended to be done, in the Security Documents, free and clear of all Liens (other than Collateral described therein Permitted Liens), and proceeds thereof, that (i) it and each Transferee Restricted Subsidiary will forever warrant and defend the title to the same against the claims of all persons whatsoever (except as enforceability to Collateral Permitted Liens), (ii) it and each Transferee Restricted Subsidiary will execute, acknowledge and deliver to the Trustee such further assignments, transfers, assurances, agreements, supplements, powers and other instruments as the Trustee may reasonably require or request, and (iii) it and each Transferee Restricted Subsidiary will do or cause to be done all such acts and things as may be limited necessary or proper, or as may be reasonably required by bankruptcythe Trustee, insolvency, reorganization, moratorium or other similar laws relating to or affecting the enforcement of creditors’ rights generally or by general equitable principles (whether enforcement is sought by proceedings in equity or at law). In the case of the Pledged Stock described in the Guarantee assume and Collateral Agreement that are securities represented by stock certificates or otherwise constituting certificated securities within the meaning of Section 8-102(a)(15) of the UCC or the corresponding code or statute of any other applicable jurisdiction (“Certificated Securities”), when certificates representing such Pledged Stock are delivered confirm to the LenderTrustee the Collateral, 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 in appropriate form are filed in the offices specified on Schedule 4.19, the Lender 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 or any part thereof, as security from time to time constituted, so as to render the same available for the Obligations, in which a security interest may be perfected by filing, recording or registering a financing statement or analogous document in the United States (or any political subdivision thereof) and its territories and possessions pursuant to the UCC or upon the receipt and recording of an Intellectual Property Security Agreement with the USCRO or the USPTO, as applicable, in each case, prior and superior in right to any other Person (except, in the case of Collateral other than Pledged Stock, Liens permitted by Section 7.2 or in the case of Collateral that is Pledged Stock, Liens permitted by Section 7.2 which arise by operation of law). Each benefit of the Mortgages delivered after Security Documents, this Indenture and the Closing Date will beNotes. The Company further represents, upon executioncovenants, effective agrees and warrants that each Security Document creates a valid first-ranking Lien (subject only to create in favor of the Lender a legal, valid and enforceable Lien Prior Liens) on the Mortgaged Properties described therein and proceeds thereof, and when the Mortgages are filed in the offices 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 (Collateral subject to Liens permitted by Section 7.2)thereto.

Security Documents. Subject to (a) Each of the time periods set forth in Schedule 5.2, the Guarantee and Collateral Agreement Security Documents is effective to create in favor of the Lender Collateral Agent, for the benefit of the Secured Parties, a legal, valid and enforceable first priority security interest (subject only to the ABL/Term Loan Intercreditor Agreement and Liens permitted hereunder) in the Collateral described therein and proceeds thereof, except as the enforceability may be limited by of which is subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting the enforcement of creditors’ rights generally or by and subject to general equitable principles (of equity, regardless of whether enforcement is sought by proceedings considered in a proceeding in equity or at law). In the case of (i) the Pledged Capital Stock described in the Guarantee and Collateral Security Agreement that are securities represented by stock certificates or otherwise constituting certificated securities within the meaning of Section 8-102(a)(15) of the New York UCC or the corresponding code or statute of any other applicable jurisdiction (“Certificated Securities”), when certificates representing such Pledged Capital Stock are delivered to the LenderFirst Lien Term Collateral Agent along with instruments of transfer in blank or endorsed to the First Lien Term Collateral Agent, and in the case of (ii) the other Collateral 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 5.19(a) in appropriate form are executed and delivered, performed or filed in the offices specified on Schedule 4.195.19(a), as the case may be, the Lender 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 all Collateral and the proceeds thereof, as security for the Obligations, in which a security interest that may be perfected by filing, recording or registering a financing statement or analogous document in and the United States proceeds thereof (or any political subdivision thereof) and its territories and possessions pursuant to the UCC extent such Liens may be perfected by possession of the Certificated Securities by the First Lien Term Collateral Agent or upon such filings, agreements or other actions or perfection is otherwise required by the receipt and recording terms of an Intellectual Property Security Agreement with the USCRO or the USPTOany Loan Document), as applicablesecurity for the Obligations, in each case, case prior and superior in right to any other Person (except, in the case of Collateral other ▇▇▇▇▇ permitted hereunder). Other than Pledged Stockas set forth on Schedule 5.19(a), Liens permitted by Section 7.2 as of the Closing Date, none of the Capital Stock of the Borrower or in the case of Collateral any Subsidiary Guarantor that is Pledged Stock, Liens permitted by Section 7.2 which arise by operation of law). a limited liability company or partnership is a Certificated Security. (b) Each of the Mortgages delivered after the Closing Date pursuant to Section 7.08(b) is, or upon execution and recording will be, upon execution, effective to create in favor of the Lender Collateral Agent, for the benefit of the Secured Parties, a legal, valid and enforceable Lien on the Mortgaged Properties described therein and proceeds thereof, the enforceability of which is subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and when subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law. When the Mortgages are filed recorded in the recording offices 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, case prior and superior in right to any other Person (subject to 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 Section 7.2the 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. Schedule 5.19(b) lists, as of the Closing Date, each parcel of owned real property located in the United States and held by Holdings or any of its Restricted Subsidiaries.

Security Documents. Subject to the time periods set forth in Schedule 5.2, the (a) The Guarantee and Collateral Agreement is effective to create in favor of the Lender Administrative Agent, for the benefit of the Secured Parties, a legal, valid and enforceable security interest in the Collateral described therein and proceeds thereof, except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting the enforcement of creditors’ rights generally or by general equitable principles (whether enforcement is sought by proceedings in equity or at law). In the case of the Pledged Stock described in the Guarantee and Collateral Agreement that are securities represented by stock certificates or otherwise constituting certificated securities within the meaning of Section 8-102(a)(15) of the UCC or the corresponding code or statute of any other applicable jurisdiction (“Certificated Securities”), when certificates representing such Pledged Stock are delivered to the LenderAdministrative 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 4.19(a) in appropriate form are filed in the offices specified on Schedule 4.194.19(a), the Lender Administrative 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 which a security interest may be perfected by filing, recording or registering a financing statement or analogous document in the United States (or any political subdivision thereof) and its territories and possessions pursuant to the UCC or upon the receipt and recording of an Intellectual Property Security Agreement with the USCRO or the USPTO, as applicable, in each case, case prior and superior in right to any other Person (except, in the case of Collateral other than Pledged Stock, subject only to (i) Liens expressly permitted by Section 7.2 or in the case of Collateral that is Pledged Stock, Liens permitted by Section 7.2 which arise 7.3 having priority by operation of lawlaw over the Liens of the Administrative Agent under the Loan Documents, and (ii) solely with respect to Export-Related Accounts Receivable, Export-Related Inventory, Export-Related General Intangibles and the Proceeds of the foregoing, Liens in favor of the Administrative Agent under the EXIM Loan Documents). As of the Closing Date, none of the Borrower, Holdings or any Guarantor that is a limited liability company or partnership has any Capital Stock that is a not Certificated Security. (b) Each of the Mortgages delivered after the Closing Date will be, upon execution, effective to create in favor of the Lender 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 in the offices 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, case prior and superior in right to any other Person Person. (subject i) The obligations expressed to Liens permitted be assumed by Section 7.2)the Loan Parties under the Foreign Law Security Documents and Guarantee are their legal, valid, binding and enforceable obligations, and (ii) each Foreign Law Security Document (except for the UK EXIM Guarantee) creates the security interests in respect of the Collateral that Foreign Law Security Document purports to create and those security interests are valid and effective.

Security Documents. Subject to the time periods set forth in Schedule 5.2, the (a) The Guarantee and Collateral Agreement is effective to create in favor of the Lender Administrative Agent, for the benefit of the Secured Parties, a legal, valid and enforceable security interest in the Collateral described therein and proceeds thereof, except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting the enforcement of creditors’ rights generally or by general equitable principles (whether enforcement is sought by proceedings in equity or at law). In the case of the Pledged Stock described in the Guarantee and Collateral Agreement that are securities represented by stock certificates or otherwise constituting certificated securities within the meaning of Section 8-102(a)(15) of the UCC or the corresponding code or statute of any other applicable jurisdiction (“Certificated Securities”)Agreement, when stock certificates representing such Pledged Stock are delivered to the LenderAdministrative Agent (together with a properly completed and signed stock power or endorsement), 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 4.20(a) in appropriate form are filed in the offices specified on Schedule 4.194.20(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 Lender Administrative Agent shall have a fully perfected 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, in which a security interest may be perfected by filing, recording or registering a financing statement or analogous document Obligations (as defined in the United States (or any political subdivision thereof) Guarantee and its territories and possessions pursuant to the UCC or upon the receipt and recording of an Intellectual Property Security Agreement with the USCRO or the USPTO, as applicableCollateral Agreement), in each case, 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 ‎Section 7.2 or and (y) in the case of Collateral that is constituting Pledged Stock, inchoate Liens permitted by Section 7.2 which arise arising by operation of law). Each , in each case, to the extent required by the Guarantee and Collateral Agreement. (b) To the extent applicable, each of the Mortgages delivered after the Closing Date will beMortgages, upon executionif any, entered into pursuant to ‎Section 5.9(d) is effective to create in favor of the Lender Administrative Agent, for the benefit of the Secured 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 for the applicable jurisdictions in which the Mortgaged Properties are locatedappropriate 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, case prior and superior in right to any other Person (subject to except Liens permitted by Section ‎Section 7.2).

Security Documents. Subject No later than the Distribution Date, as additional security for Owner’s performance of its obligations hereunder, including payment of any indemnification obligations of Owner to Purchaser pursuant to Section 21.2, Owner shall (a) execute, deliver, and record a mortgage and security agreement and all other agreements, documents, or instruments required or customary to provide Purchaser with a fully perfected security interest and mortgage lien in and to (i) the Northern Pass Transmission Line, and (ii) all real property rights and related personal property rights, contractual rights, Governmental Approvals, or other rights of Owner relating to the time periods set forth in Schedule 5.2Northern Pass Transmission Line and the AC Upgrades (collectively, the Guarantee “Purchaser Mortgage”), (b) execute and Collateral Agreement is effective deliver a security agreement and all other agreements, documents, or instruments required or customary to create in favor of the Lender provide Purchaser with a legal, valid and enforceable fully perfected security interest in and to (i) any material contracts entered into in connection with the Collateral described therein Northern Pass Transmission Line or the AC Upgrades, and proceeds thereof(ii) all of Owner’s other assets relating to the Northern Pass Transmission Line and the AC Upgrades, except as enforceability may be limited by bankruptcyincluding all personal property rights, insolvencycontractual rights, reorganizationGovernmental Approvals, moratorium or other similar laws relating rights of Owner to or affecting develop, procure, construct, operate, and maintain the enforcement of creditors’ rights generally or by general equitable principles Northern Pass Transmission Line (whether enforcement is sought by proceedings in equity or at law). In collectively, the case of the Pledged Stock described in the Guarantee and Collateral Agreement that are securities represented by stock certificates or otherwise constituting certificated securities within the meaning of Section 8-102(a)(15) of the UCC or the corresponding code or statute of any other applicable jurisdiction (“Certificated SecuritiesSecurity Agreement”), when certificates representing such Pledged Stock are delivered and (c) cause each of its members to the Lender, grant to Purchaser a present 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 in appropriate form are filed in the offices specified on Schedule 4.19, the Lender shall have a fully continuing perfected Lien lien on, and security interest in, all right, title and interest of the Loan Parties equity interests in such Collateral Owner (collectively, the “Membership Pledges,” and collectively with the Purchaser Mortgage and the proceeds thereofSecurity Agreement, “Purchaser’s Security Documents”). The Purchaser’s Security Documents shall be based upon the agreements securing Owner’s obligations under the Construction Loan Agreement, but shall not include any representations, warranties, covenants, or restrictions other than those that are reasonably required with respect to the creation, validity, perfection, protection or enforcement of Purchaser’s security interests in the assets and property described in this Section 17.2.1 or as security for may otherwise be reasonably satisfactory to Purchaser, Owner, and the Obligations, in which a security interest Financing Parties. The Purchaser’s Security Documents shall provide that any such document may be perfected assigned by filing, recording or registering a financing statement or analogous document in Purchaser solely to the United States (or any political subdivision thereof) and its territories and possessions assignee of Purchaser pursuant to a permitted assignment of this Agreement. Subject to the UCC rights of any Financing Parties, Owner shall cause the mortgage, liens and security interests created pursuant to Purchaser’s Security Documents (collectively, “Purchaser’s Lien”) to be maintained in full force and effect at all times following the Distribution Date and until the later to occur of the expiration or upon earlier termination of the receipt and recording of an Intellectual Property Security Agreement with the USCRO Term or the USPTOdate on which any accrued but unpaid payment obligation of Owner to Purchaser hereunder shall have been fully, as applicablefinally and indefeasibly satisfied. Promptly following such later date, in each casePurchaser shall release the Purchaser’s Lien. The granting of Purchaser’s Lien shall not be to the exclusion of, prior and superior in right or be construed to limit, the amount of any claims, causes of action or other Person (exceptrights accruing to Purchaser by reason of any breach by Owner under this Agreement, in an Owner Default or the case termination of Collateral other than Pledged Stock, Liens permitted by Section 7.2 or in the case of Collateral that is Pledged Stock, Liens permitted by Section 7.2 which arise by operation of law). Each of the Mortgages delivered after the Closing Date will be, upon execution, effective to create in favor of the Lender a legal, valid and enforceable Lien on the Mortgaged Properties described therein and proceeds thereof, and when the Mortgages are filed in the offices 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 (subject to Liens permitted by Section 7.2)this Agreement.

Security Documents. Subject to the time periods set forth in Schedule 5.2, the (a) The Guarantee and Collateral Agreement is effective to create in favor of the Lender Administrative Agent, for the benefit of the Secured Parties, a legal, valid and enforceable security interest in the Collateral described therein and proceeds thereof, except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting the enforcement of creditors’ rights generally or by general equitable principles (whether enforcement is sought by proceedings in equity or at law). In the case of the Pledged Stock described in the Guarantee and Collateral Agreement that are securities represented by stock certificates or otherwise constituting certificated securities within the meaning of Section 8-102(a)(15) of the New York UCC or the corresponding code or statute of any other applicable jurisdiction (“Certificated Securities”), when certificates representing such Pledged Stock are delivered to the LenderAdministrative 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 4.19(a) in appropriate form are filed in the offices specified on Schedule 4.194.19(a), the Lender Administrative 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 which a security interest may be perfected by filing, recording or registering a financing statement or analogous document in the United States (or any political subdivision thereof) and its territories and possessions pursuant to the UCC or upon the receipt and recording of an Intellectual Property Security Agreement with the USCRO or the USPTO, as applicable, in each case, case prior and superior in right to any other Person (except, in the case of Collateral other than Pledged Stock, Liens permitted by Section 7.2 or in 7.3). As of the case Closing Date, none of Collateral the Capital Stock of any Guarantor that is Pledged Stock, Liens permitted by Section 7.2 which arise by operation of law). a limited liability company or partnership is a Certificated Security. (b) Each of the Mortgages delivered after the Closing Date will be, upon execution, effective to create in favor of the Lender 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 in the offices 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, case prior and superior in right to any other Person (subject to Liens permitted by Section 7.2)Person.

Security Documents. Subject to the time periods set forth in Schedule 5.2, the Guarantee and Collateral (a) The Pledge Agreement is effective to create in favor of the Lender Collateral Agent, as pledgee, for the ratable benefit of the Secured Parties, a legal, valid and enforceable security interest in the Pledge Agreement Collateral described therein and proceeds thereof, except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting the enforcement of creditors’ rights generally or by general equitable principles (whether enforcement is sought by proceedings in equity or at law). In the case of the Pledged Stock described in the Guarantee Pledge Agreement and, upon the filing of UCC-1 Financing Statements in the required jurisdictions (which filings have been made or, if this representation and Collateral Agreement that are securities represented by stock certificates or otherwise constituting certificated securities warranty is made on any date occurring prior to the tenth Business Day following the Closing Date will be made within ten Business Days following the meaning of Section 8-102(a)(15) of the UCC or the corresponding code or statute of any other applicable jurisdiction (“Certificated Securities”Closing Date), when certificates representing such Pledged Stock are delivered the Pledge Agreement shall (to the Lender, and in extent required by the case of the other Collateral constituting personal property described in the Guarantee and Collateral Pledge Agreement, when financing statements and other filings specified on Schedule 4.19 in appropriate form are filed in the offices specified on Schedule 4.19, the Lender shall have ) constitute a fully perfected second priority Lien on, and security interest in, all right, title and interest of the Loan Parties pledgors thereunder in such Pledge Agreement Collateral and, to the extent contemplated therein and subject to Section 9-315 of the Uniform Commercial Code, the proceeds thereof, as security for the Obligations, in which a security interest may be perfected by filing, recording or registering a financing statement or analogous document in the United States (or any political subdivision thereof) and its territories and possessions pursuant to the UCC or upon the receipt and recording of an Intellectual Property Security Agreement with the USCRO or the USPTO, as applicable, in each case, case prior and superior in right to any other Person (exceptperson, in the case of Collateral other than Pledged Stock, Liens expressly permitted by Section 7.2 or in the case of Collateral that 6.08. (b) The Security Agreement is Pledged Stock, Liens permitted by Section 7.2 which arise by operation of law). Each of the Mortgages delivered after the Closing Date will be, upon execution, effective to create in favor of the Lender Collateral Agent, for the ratable benefit of the Secured Parties, a legal, valid and enforceable Lien on security interest in the Mortgaged Properties Security Agreement Collateral described therein and proceeds thereoftherein, and and, when the Mortgages financing statements in appropriate form are filed in the offices for specified on the applicable jurisdictions in which schedules to the Mortgaged Properties are locatedSecurity Agreement, each such Mortgage shall the Security Agreement will (to the extent required by the Security Agreement) constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties grantors thereunder in such Security Agreement Collateral and, to the Mortgaged Properties extent contemplated therein and subject to Section 9-315 of the Uniform Commercial Code, the proceeds thereof, as security for the Obligations (as defined in the relevant Mortgage), in each case, case prior and superior in right to any other Person (subject person, other than with respect to Liens expressly permitted by Section 7.2)6.08. The recordation of (x) the Grant of Security Interest in U.S. Patents and (y) the Grant of Security Interest in U.S. Trademarks in the respective form attached to the Security Agreement, in each case in the United States Patent and Trademark Office, together with filings on Form UCC-1 made pursuant to the Security Agreement, will create, a perfected security interest in the United States trademarks and patents covered by the Security Agreement, and the recordation of the Grant of Security Interest in U.S. Copyrights in the form attached to the Security Agreement with the United States Copyright Office, together with filings on Form UCC-1 made pursuant to the Security Agreement, will create, a perfected security interest in the United States copyrights covered by the Security Agreement. (c) The Mortgages are effective to create in favor of the Collateral Agent, for the ratable benefit of the Secured Parties, a legal, valid and enforceable Lien on all of the Loan Parties' right, title and interest in and to the Mortgaged Properties thereunder and, to the extent contemplated therein and subject to Section 9-315 of the Uniform Commercial Code, the proceeds thereof, and when the Mortgages are filed in the offices specified on the schedules thereto and when financing statements in appropriate form are filed in the offices specified on the schedules thereto, each Mortgage will constitute an enforceable mortgage Lien on, and fully perfected security interest in, all right, title and interest of the Loan Parties in the Mortgaged Property subject thereto and, to the extent contemplated therein and subject to ss. 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 persons pursuant to Liens expressly permitted by Section 6.08.

Security Documents. Subject to the time periods set forth in Schedule 5.2, the i. The Guarantee and Collateral Agreement is effective to create in favor of the Lender Administrative Agent, for the benefit of the Secured Parties, a legal, valid and enforceable security interest in the Collateral described therein and proceeds thereof, except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting the enforcement of creditors’ rights generally or by general equitable principles (whether enforcement is sought by proceedings in equity or at law). In the case of the Pledged Stock described in the Guarantee and Collateral Agreement that are securities represented by stock certificates or otherwise constituting certificated securities within the meaning of Section 8-102(a)(15) of the UCC or the corresponding code or statute of any other applicable jurisdiction (“Certificated Securities”), when certificates representing such Pledged Stock are delivered to the LenderAdministrative 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 4.19(a) in appropriate form are filed in the offices specified on Schedule 4.194.19(a), the Lender Administrative 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 which a security interest may be perfected by filing, recording or registering a financing statement or analogous document in the United States (or any political subdivision thereof) and its territories and possessions pursuant to the UCC or upon the receipt and recording of an Intellectual Property Security Agreement with the USCRO or the USPTO, as applicable, in each case, case prior and superior in right to any other Person (except, in the case of Collateral other than Pledged Stock, sf-5537426 Liens permitted by Section 7.2 or in 7.3). As of the case Closing Date, none of Collateral the Capital Stock of any Group Members that is Pledged Stock, Liens permitted by Section 7.2 which arise by operation of law)a limited liability company or partnership has any Capital Stock that is a Certificated Security. ii. Each of the Mortgages delivered after the Closing Date will be, upon execution, effective to create in favor of the Lender 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 in the offices 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, case prior and superior in right to any other Person (subject to Liens permitted by Section 7.2)Person.

Security Documents. Subject (a) The Vessel Mortgage in favor of the Mortgage Trustee 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 time periods set forth whole of the Mortgaged Vessel covered thereby and the proceeds thereof, and upon filing and recording of the Vessel Mortgage in Schedule 5.2the National Vessel Documentation Center of the United States Coast Guard in accordance with the laws of the United States, the Guarantee Vessel Mortgage shall constitute a first preferred mortgage” on the Mortgaged Vessel covered thereby in favor of the Mortgage Trustee for the benefit of the Secured Parties in accordance with Title 4▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ Code, Section 31322(a) and a “preferred mortgage” within the meaning of Title 46 United States Code, Section 31301(6)(A). (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 Lender Collateral Agent (for the benefit of the Secured Parties) a legal, valid and enforceable security interest in the Collateral described therein and proceeds thereof, except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting the enforcement of creditors’ rights generally or by general equitable principles (whether enforcement is sought by proceedings in equity or at law)therein. In the case of the any Pledged Stock described in the Guarantee and Collateral Agreement that are securities represented by stock certificates or otherwise constituting certificated securities within the meaning of Section 8-102(a)(15) of the UCC or the corresponding code or statute of any other applicable jurisdiction (“Certificated Securities”)Collateral, when certificates or instruments, as applicable, representing such Pledged Stock Collateral are delivered to the LenderCollateral Agent (together with stock powers or other instruments of transfer duly executed in blank), and and, in the case of the other Collateral constituting personal property 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 specified on or instruments, notices and consents required under the laws of any applicable jurisdiction and described in Schedule 4.19 in appropriate form 3.17 (as amended from time to time) are filed filed, delivered or otherwise registered or recorded in the proper offices specified on in Schedule 4.193.17, registries or government agencies (and, specifically (i) in 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 case 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 Lender 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, Obligations to the extent security interests in which a security interest may such Collateral can be perfected by filing, recording delivery of such certificates or registering a financing statement or analogous document in the United States (or any political subdivision thereof) and its territories and possessions pursuant to the UCC or upon the receipt and recording of an Intellectual Property Security Agreement with the USCRO or the USPTOnotes, as applicable, representing the Pledged Collateral, or the filing of the Uniform Commercial Code financing statements and other filings and instruments required under the laws of the applicable jurisdiction, in each case, case prior and superior in right to any other Person person (except, in the case of Collateral other than Pledged StockCollateral, Permitted Liens permitted by Section 7.2 or in the case of Collateral that is Pledged Stock, and Liens permitted by Section 7.2 which arise having priority by operation of law). Each of . (c) When the Mortgages delivered after the Closing Date will be, upon execution, effective to create in favor of the Lender Collateral Agreement or a legal, valid and enforceable Lien on the Mortgaged Properties described therein and proceeds thereof, and when the Mortgages are short form thereof is filed in the offices for United States Patent and Trademark Office and the applicable jurisdictions in which United States Copyright Office, the Mortgaged Properties are located, each such Mortgage Liens created by the Collateral 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 to any other Person (case subject to no Liens permitted by Section 7.2)other than Permitted Liens.

Security Documents. Subject to the time periods set forth in Schedule 5.2, the (a) The Guarantee and Collateral Agreement is effective to create in favor of the Lender Administrative Agent, for the benefit of the Lenders, a legal, valid and enforceable security interest in the Collateral described therein and proceeds thereof, except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting the enforcement of creditors’ rights generally or by general equitable principles (whether enforcement is sought by proceedings in equity or at law). In the case of the Pledged Stock as defined and described in the Guarantee and Collateral Agreement that are securities represented by stock certificates or otherwise constituting certificated securities within the meaning of Section 8-102(a)(15) of the UCC or the corresponding code or statute of any other applicable jurisdiction (“Certificated Securities”)Agreement, when stock certificates representing such Pledged Stock are delivered to the LenderAdministrative 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 5.19(a) in appropriate form are filed in the offices specified on Schedule 4.195.19(a), the Lender Guarantee and Collateral Agreement shall have constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral and the proceeds thereof, as security for the Obligations, in which a security interest may be perfected by filing, recording or registering a financing statement or analogous document Obligations (as defined in the United States (or any political subdivision thereof) Guarantee and its territories and possessions pursuant to the UCC or upon the receipt and recording of an Intellectual Property Security Agreement with the USCRO or the USPTO, as applicableCollateral Agreement), in each case, case prior and superior in right to any other Person (except, in the case of Collateral other than Pledged Stock, Liens permitted by Section 7.2 or in the case of Collateral that is Pledged Stock, Liens permitted by Section 7.2 which arise by operation of law8.3). . (b) Each of the Mortgages delivered after the Closing Date will be, upon execution, is effective to create in favor of the Lender 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 for the applicable jurisdictions in which the Mortgaged Properties are locatedspecified on Schedule 5.19(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, case prior and superior in right to any other Person Person. Schedule 1.1 lists, as of the Closing Date, each parcel of owned real property and each leasehold interest in real property located in the United States and held by any Borrower or any Subsidiary. (c) Each of the Control Agreements is effective to create in favor of the Administrative Agent, for the benefit of the Lenders, a legal, valid and enforceable Lien in each of the deposit accounts (other than Excluded Accounts) identified as such on Schedule 5.19, subject to Liens permitted by Section 7.2)no adverse claims.

Security Documents. Subject to the time periods set forth in Schedule 5.2, the (a) The Guarantee and Collateral Agreement is effective to create in favor of the Lender Administrative Agent, for the benefit of the Secured Parties, a legal, valid and enforceable security interest in the Collateral described therein and proceeds thereof, except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting the enforcement of creditors’ rights generally or by general equitable principles (whether enforcement is sought by proceedings in equity or at law). In the case of the Pledged Stock as defined and described in the Guarantee and Collateral Agreement that are securities represented by stock certificates or otherwise constituting certificated securities within the meaning of Section 8-102(a)(15) of the UCC or the corresponding code or statute of any other applicable jurisdiction (“Certificated Securities”), when certificates representing such Pledged Stock are delivered to the LenderAdministrative 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 3.19(a) in appropriate form are filed in the offices specified on Schedule 4.193.19(a), the Lender Administrative Agent, for the benefit of the Secured Parties, shall have a fully perfected Lien on, and security interest in, all right, title sf-5589619 and interest of the Loan Parties in such Collateral and the proceeds thereofthereof to the extent a security interest in such Collateral can be created under the UCC, as security for the Obligations, in which a security interest may be perfected by filing, recording or registering a financing statement or analogous document in the United States (or any political subdivision thereof) and its territories and possessions pursuant Obligations to the UCC extent perfection in such Collateral can be obtained by filing Uniform Commercial Code financing statements or upon the receipt and recording of an Intellectual Property Security Agreement with the USCRO or the USPTO, as applicablepossession, in each case, case prior and superior in right to any other Person (except, in the case of Collateral other than Pledged Stock, Liens permitted by Section 7.2 or in 6.3). As of the case Closing Date, none of Collateral the Capital Stock of any Group Member that is Pledged Stock, Liens permitted by Section 7.2 which arise by operation of law). a limited liability company or partnership has any Capital Stock that is a Certificated Security. (b) Each of the Mortgages delivered after the Closing Date will be, upon execution, effective to create in favor of the Lender 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 in the offices 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, case prior and superior in right to any other Person (subject to Liens expressly permitted by Section 7.26.3 or the Mortgage).

Security Documents. Subject to the time periods set forth in Schedule 5.2, the Guarantee (a) The Guaranty and Collateral Agreement is ------------------ effective to create in favor of the Lender Administrative Agent, for itself and for the benefit of the Lenders, a legal, valid and enforceable security interest in the Collateral described therein and proceeds thereofthereof subject, except as enforceability may be limited by to enforcement, to applicable bankruptcy, insolvency, reorganizationmoratorium, moratorium or fraudulent conveyance, reorganization and other similar laws relating to or affecting the enforcement of creditors’ rights generally or by general equitable principles (whether enforcement is sought by proceedings in equity or at law)similar, limiting statutes. In the case of the Pledged Stock described in the Guarantee Guaranty and Collateral Agreement that are securities represented by stock certificates or otherwise constituting certificated securities within the meaning of Section 8-102(a)(15) of the UCC or the corresponding code or statute of any other applicable jurisdiction (“Certificated Securities”)Agreement, when stock certificates representing such Pledged Stock are delivered to the LenderAdministrative Agent, together with stock powers executed in blank, and in the case of the other Collateral constituting personal property described in the Guarantee Guaranty and Collateral Agreement, when financing statements and other filings specified on Schedule 4.19 in appropriate form are filed in the offices office specified on Schedule 4.195.20(a), the Lender delivery of such Pledged Stock and related stock powers ---------------- and the filing of such financing statements shall have create a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral and the proceeds thereofthereof to the extent that delivery of such Pledged Stock and related stock powers and filing a financing statement is effective to perfect such security interests, as security for the Obligations, in which a security interest may be perfected by filing, recording or registering a financing statement or analogous document Obligations (as defined in the United States (or any political subdivision thereofGuaranty and Collateral Agreement) and its territories and possessions pursuant to the UCC or upon Administrative Agent and to the receipt and recording of an Intellectual Property Security Agreement with the USCRO or the USPTO, as applicableLenders, in each case, case prior and superior in right to any other Person Person, except for Permitted Liens. (except, in the case of Collateral other than Pledged Stock, Liens permitted by Section 7.2 or in the case of Collateral that is Pledged Stock, Liens permitted by Section 7.2 which arise by operation of law). b) Each of the Mortgages delivered after the Closing Date will beMortgages, upon executionif any, is effective to create in favor of the Lender Administrative Agent, for itself and 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 for the applicable jurisdictions in which the Mortgaged Properties are locatedoffices, 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, case prior and superior in right to any other Person (subject Person, except for Permitted Liens or Liens previously disclosed to Liens permitted and approved by Section 7.2)Administrative Agent.

Security Documents. Subject to (a) The Security Instruments, upon execution and delivery thereof by the time periods set forth in Schedule 5.2parties thereto, the Guarantee and Collateral Agreement is effective to will create in favor of the Lender Administrative Agent, for the ratable benefit of the Secured Parties, a legal, valid and enforceable first priority security interest in the Collateral collateral described therein and the proceeds thereof, except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting the enforcement of creditors’ rights generally or by general equitable principles thereof and (whether enforcement is sought by proceedings in equity or at law). In the case of the Pledged Stock described in the Guarantee and Collateral Agreement that are securities represented by stock certificates or otherwise constituting certificated securities within the meaning of Section 8-102(a)(15i) of the UCC or the corresponding code or statute of any other applicable jurisdiction (“Certificated Securities”), when certificates representing such Pledged Stock are delivered to the Lender, and in the case of the other Collateral constituting personal property described extent that any Pledged Securities (as defined in the Guarantee and Collateral Agreement) constitute “securities” under Article 8 of the New York UCC (as defined in the Guarantee and Collateral Agreement), when financing statements and other filings specified on Schedule 4.19 in appropriate form such Pledged Securities are filed in delivered to the offices specified on Schedule 4.19Administrative Agent, the Lender Lien created under the Guarantee and Collateral Agreement shall have constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral and the proceeds thereof, as security for the Obligations, in which a security interest may be perfected by filing, recording or registering a financing statement or analogous document in the United States (or any political subdivision thereof) and its territories and possessions pursuant to the UCC or upon the receipt and recording of an Intellectual Property Security Agreement with the USCRO or the USPTO, as applicable, in each case, prior and superior in right to any other Person (except, in the case of Collateral other than Pledged Stock, Liens permitted by Section 7.2 or in the case of Collateral that is Pledged Stock, Liens permitted by Section 7.2 which arise by operation of law). Each of the Mortgages delivered after the Closing Date will be, upon execution, effective to create in favor of the Lender a legal, valid and enforceable Lien on the Mortgaged Properties described therein and proceeds thereofSecurities, and (ii) when the Mortgages financing statements in appropriate form are filed recorded in the offices for specified on Schedule 3 of the applicable jurisdictions in which Guarantee and Collateral Agreement, the Mortgaged Properties are located, each such Mortgage shall Lien created under the Security Instruments will constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such collateral to the extent that such Lien can be perfected by the filing of a financing statement, in each case subject only to Specified Liens. (b) The Mortgages are effective to create in favor of the Administrative Agent, for the ratable benefit of the Secured Parties, a legal, valid and enforceable Lien on all of the Loan Parties’ right, title and interest in and to the Mortgaged Properties Property (as defined therein) and the proceeds thereof, as security for and when the Obligations (as defined Mortgages are recorded in the relevant Mortgage)appropriate filing offices, the Mortgages shall constitute a perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such Mortgaged Property and the proceeds thereof, in each case, case prior and superior in right to any other Person (subject Person, other than with respect to Liens permitted by Section 7.2)the rights of Persons pursuant to Specified Liens.

Security Documents. Subject (a) Each Vessel Mortgage 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 Subsidiary Borrower’s right, title and interest in and to the time periods set forth whole of the Mortgaged Vessel covered thereby and the proceeds thereof, and when the Vessel Mortgages are registered in Schedule 5.2accordance with the laws of (i) with respect to each of the Vessel Mortgage encumbering the SEVEN SEAS MARINER and the Vessel Mortgage encumbering the SEVEN SEAS VOYAGER, the Guarantee Bahamas or (ii) with respect to the Vessel Mortgage encumbering the SEVEN SEAS NAVIGATOR, Bermuda, 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 ratable benefit of the Secured Parties in accordance with (A) in respect of the SEVEN SEAS MARINER and Collateral Agreement the SEVEN SEAS VOYAGER, the Merchant Shipping Act, Chapter 268 of the Statute Laws of The Bahamas and (B) in respect of the SEVEN SEAS NAVIGATOR, the Merchant Shipping Act 2002 of Bermuda and (y) shall be entitled to preferred status as a foreign mortgage pursuant to Title ▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ Code, Section 31301(6)(B). (b) Each other Security Document specifically listed in the definition of such term is effective to create in favor of the Lender Collateral Agent (for the benefit of the Secured Parties) a legal, valid and enforceable security interest in the Collateral described therein and proceeds thereof, except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting the enforcement of creditors’ rights generally or by general equitable principles (whether enforcement is sought by proceedings in equity or at law). In the case of the any Pledged Stock described in the Guarantee and Collateral Agreement that are securities represented by stock certificates or otherwise constituting certificated securities within the meaning of Section 8-102(a)(15) of the UCC or the corresponding code or statute of any other applicable jurisdiction (“Certificated Securities”)Collateral, when certificates representing such Pledged Stock Collateral are delivered to the LenderCollateral Agent, and and, in the case of the other Collateral constituting personal property described in the Guarantee and Collateral Agreementsuch Security Documents, when financing statements and statements, other filings specified on Schedule 4.19 in appropriate form or instruments, notices and consents required under the laws of any applicable jurisdiction are filed filed, delivered or otherwise registered or recorded in the offices specified on Schedule 4.19proper offices, registries or government agencies (and, specifically (i) in 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 case of Collateral consisting of rights under any management agreement or charter, when the applicable parties thereto have provided consent to the Liens thereon created under the applicable Security Documents), the Lender 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 which a security interest may be perfected by filing, recording or registering a financing statement or analogous document in the United States (or any political subdivision thereof) and its territories and possessions pursuant Obligations to the UCC or upon the receipt extent perfection can be obtained by filing financing statements and recording of an Intellectual Property Security Agreement with the USCRO or the USPTO, as applicableother filings and instruments under applicable law, in each case, case prior and superior in right to any other Person person (except, in the case of Collateral other than Pledged StockCollateral, Permitted Liens permitted by Section 7.2 or in the case of Collateral that is Pledged Stock, and Liens permitted by Section 7.2 which arise having priority by operation of law). Each , other than with respect to the rights of the Mortgages delivered after the Closing Date will be, upon execution, effective to create in favor of the Lender a legal, valid and enforceable Lien on the Mortgaged Properties described therein and proceeds thereof, and when the Mortgages are filed in the offices 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 (subject persons pursuant to Liens permitted by Section 7.2)6.02.

Security Documents. Subject to the time periods set forth in Schedule 5.2, the (a) The Guarantee and Collateral Agreement is effective to create in favor of the Lender Administrative Agent, for the benefit of the Lenders, a legal, valid and enforceable security interest in the Collateral described therein and proceeds thereof, except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting the enforcement of creditors’ rights generally or by general equitable principles (whether enforcement is sought by proceedings in equity or at law). In the case of the Pledged Stock described in the Guarantee and Collateral Agreement that are securities represented by stock certificates or otherwise constituting certificated securities within the meaning of Section 8-102(a)(15) of the UCC or the corresponding code or statute of any other applicable jurisdiction (“Certificated Securities”)Agreement, when stock certificates representing such Pledged Stock are delivered to the LenderAdministrative 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 (including United States Patent and Trademark Office filings and United States Copyright Office filings) on Schedule 4.19 4.19(a) in appropriate form are filed in the offices specified on Schedule 4.194.19(a), the Lender Guarantee and Collateral Agreement shall have constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral and the proceeds thereof, as security for the Obligations, in which a security interest may be perfected by filing, recording or registering a financing statement or analogous document Obligations (as defined in the United States (or any political subdivision thereof) Guarantee and its territories and possessions pursuant to the UCC or upon the receipt and recording of an Intellectual Property Security Agreement with the USCRO or the USPTO, as applicableCollateral Agreement), in each case, case prior and superior in right to Liens held by any other Person (except, in the case of Collateral other than Pledged Stock, Liens permitted by Section 7.2 or in the case of Collateral that is Pledged Stock, Liens permitted by Section 7.2 which arise by operation of law7.3). . (b) Each of the Mortgages delivered after the Closing Date will be, upon execution, is effective to create in favor of the Lender 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 for the applicable jurisdictions in which the Mortgaged Properties are locatedspecified 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, case prior and superior in right to the Lien of any other Person (subject to Liens permitted Person. Schedule 1.1B lists each parcel of real property in the United States owned in fee simple by Section 7.2)the Borrower or any of its Subsidiaries as of the Closing Date.

Security Documents. Subject to the time periods set forth in Schedule 5.2, the (a) The Guarantee and Collateral Agreement is effective to create in favor of the Lender Administrative Agent or the Collateral Agent, as the case may be, a legal, valid and enforceable security interest in the Collateral to the extent described therein and proceeds thereof, except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting available under the enforcement of creditors’ rights generally or by general equitable principles (whether enforcement is sought by proceedings in equity or at law)UCC. In the case As of the Pledged Stock described Amendment/Restatement Effective Date, Schedule 3.17(a) lists all of the filing jurisdictions in which UCC-1 Financing Statements are required to be filed pursuant to the Guarantee and Collateral Agreement. Upon filing of such UCC-1 Financing Statements, the Guarantee and Collateral Agreement that are securities represented by stock certificates or otherwise constituting certificated securities within the meaning of Section 8-102(a)(15) of the UCC or the corresponding code or statute of any other applicable jurisdiction (“Certificated Securities”), when certificates representing such Pledged Stock are delivered to the Lender, 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 in appropriate form are filed in the offices specified on Schedule 4.19, the Lender shall have creates a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral and to the proceeds thereofextent available under the UCC, as security for the Obligations, in which a security interest may be perfected by filing, recording or registering a financing statement or analogous document Obligations (as defined in the United States (or any political subdivision thereof) Guarantee and its territories and possessions pursuant to the UCC or upon the receipt and recording of an Intellectual Property Security Agreement with the USCRO or the USPTO, as applicableCollateral Agreement), in each case, subject to Permitted Encumbrances or as otherwise permitted by Section 6.3, prior and superior in right to any other Person Person. (except, in the case of Collateral other than Pledged Stock, Liens permitted by Section 7.2 or in the case of Collateral that is Pledged Stock, Liens permitted by Section 7.2 which arise by operation of law). b) Each of the Mortgages delivered after the Closing Date will be, upon execution, is effective to create in favor of the Lender Administrative Agent or the Collateral Agent, as the case may be, for the benefit of the Lenders, a legal, valid and enforceable Lien on the Mortgaged Properties described therein and proceeds thereof. As of the Amendment/Restatement Effective Date, and when Schedule 3.17(b) lists the Mortgages are filed in the offices for the applicable jurisdictions in which the location of each Mortgaged Properties are located, each such Property. Each Mortgage shall constitute constitutes a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in the Mortgaged Properties referred to therein and the proceeds thereof, as security for the Obligations (as defined in the relevant Mortgage), in each case, subject to Permitted Encumbrances, prior and superior in right to any other Person (subject to Liens permitted by Section 7.2)Person.

Security Documents. Subject to the time periods set forth in Schedule 5.2, the Guarantee and Collateral (a) The Pledge Agreement is effective to create in favor of the Lender Collateral Agent, for the ratable benefit of the Secured Parties, a legal, valid and enforceable security interest in the Collateral described therein and proceeds thereof, except (as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting the enforcement of creditors’ rights generally or by general equitable principles (whether enforcement is sought by proceedings in equity or at law). In the case of the Pledged Stock described defined in the Guarantee and Collateral Agreement that are securities represented by stock certificates or otherwise constituting certificated securities within the meaning of Section 8-102(a)(15) of the UCC or the corresponding code or statute of any other applicable jurisdiction (“Certificated Securities”Pledge Agreement), and when certificates representing such Pledged Stock are the Collateral is delivered to the LenderCollateral Agent the Pledge Agreement will constitute a fully perfected first priority Lien on and security interest in all right, title and interest of each pledgor thereunder in such Collateral, in each case prior and superior in right to any other person. (b) The Security Agreement is effective to create in favor of the Collateral Agent, for the ratable benefit of the Secured Parties, a legal, valid and enforceable security interest in the Collateral (as defined in the Security Agreement), 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 in appropriate form are filed in the offices specified on Schedule 4.19appropriate public offices, the Lender shall have Security Agreement will constitute a fully perfected (to the extent perfection may be achieved by filings of financing statements or similar filings in public offices) Lien on and security interest in all right, title and interest of the grantors thereunder in such Collateral (other than the Intellectual Property, as defined in the Security Agreement), in each case prior and superior in right to any other person, other than with respect to Liens expressly permitted by Section 6.02. (c) When the Security Agreement is filed in the United States Patent and Trademark Office, the Security Agreement will constitute a fully perfected (to the extent perfection may be achieved by filing in such offices) Lien on, and security interest in, all right, title and interest of the Loan Parties grantors thereunder in the Intellectual Property (as defined in the Security Agreement), to the extent an interest held by the grantors under the Security Agreement in such Collateral and the proceeds thereof, as security for the Obligations, in which a security interest may be perfected by filing, recording or registering a financing statement or analogous document in the United States (or any political subdivision thereof) and its territories and possessions pursuant to the UCC or upon the receipt and recording of an Intellectual Property Security Agreement with the USCRO or the USPTO, as applicableis registered in such Office, in each case, case prior and superior in right to any other Person person (except, it being understood that subsequent recordings in the case of Collateral other than Pledged Stock, Liens permitted United States Patent and Trademark Office may be necessary to perfect a lien on registered trademarks acquired by Section 7.2 or in the case of Collateral that is Pledged Stock, Liens permitted by Section 7.2 which arise by operation of law). Each of the Mortgages delivered grantors after the Closing date hereof). (d) On the Effectiveness Date, after giving effect to the Effectiveness Date will beTransactions, upon execution, effective to create in favor of the Lender a legal, valid and enforceable Lien on the Mortgaged Properties described therein and proceeds thereofdate of each Credit Event, and when the Mortgages are filed in the offices 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 Collateral Requirement and the proceeds thereof, as security for the Obligations (as defined in the relevant Mortgage), in each case, prior and superior in right to any other Person (subject to Liens permitted by Section 7.2)Guarantee Requirement will have been satisfied.

Security Documents. Subject to the time periods set forth in Schedule 5.2, (a) Each of the Guarantee and Collateral Agreement Agreement, the Canadian Security Documents and the Netherlands Security Documents is effective to create in favor of the Lender Administrative Agent, for the benefit of the Lenders, a legal, valid and enforceable security interest in the Collateral described therein and (including any proceeds thereof, except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting the enforcement of creditors’ rights generally or by general equitable principles (whether enforcement is sought by proceedings in equity or at lawany item of Collateral). In the case of (i) the Pledged Stock Securities described in the Guarantee and Collateral Agreement that are securities represented by and the CDN Guarantee and Collateral Agreement, when any 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”)notes, when certificates as applicable, representing such Pledged Stock Securities are delivered to the LenderAdministrative Agent, and in the case of (ii) the other Collateral constituting personal property described in the Guarantee and Collateral AgreementAgreement and the Canadian Security Documents, as applicable, when financing statements and other filings specified on Schedule 4.19 in appropriate form are filed in the offices specified on Schedule 4.194.19(a) (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 each of the Guarantee and Collateral Agreement and the CDN Guarantee and Collateral Agreement, as applicable, are made and (iii) the Collateral described in the Netherlands Security Documents, when registered with the relevant Governmental Authority, as applicable, the Lender Administrative Agent shall have a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral (including any proceeds of any item of Collateral) (to the extent a security interest in such Collateral can be perfected through the registrations required in connection with the Netherlands Security Documents, the filing of financing statements in the offices specified on Schedule 4.19(a) and the proceeds thereoffilings specified on Schedule 3 to each of the Guarantee and Collateral Agreement and the CDN Guarantee and Collateral Agreement, as applicable, and through the delivery of the Pledged Securities required to be delivered on the Closing Date), as security for the ObligationsObligations (as defined in each of the Guarantee and Collateral Agreement, in which a security interest may be perfected by filing, recording or registering a financing statement or analogous document in the United States (or any political subdivision thereof) Canadian Security Documents and its territories and possessions pursuant to the UCC or upon the receipt and recording of an Intellectual Property Netherlands Security Agreement with the USCRO or the USPTODocuments, as applicable), in each case, case prior and superior in right to any other Person (except, in the case of Collateral other than Pledged Stock, Liens permitted by Section 7.2 or in 7.3) to the case of extent required by the Guarantee and Collateral that is Pledged StockAgreement, Liens permitted by Section 7.2 which arise by operation of law). Each of the Mortgages delivered after the Closing Date will be, upon execution, effective to create in favor of the Lender a legal, valid and enforceable Lien on the Mortgaged Properties described therein and proceeds thereof, and when the Mortgages are filed in the offices 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 Canadian Security Documents and the proceeds thereofNetherlands Security Documents, as security for the Obligations (as defined in the relevant Mortgage), in each case, prior and superior in right to any other Person (subject to Liens permitted by Section 7.2)applicable.

Security Documents. Subject to the time periods set forth in Schedule 5.2, the (a) The Guarantee and Collateral Agreement is effective to create in favor of the Lender Administrative Agent, for the benefit of the Secured Parties, a legal, valid and enforceable security interest in the Collateral described therein and proceeds thereof, except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting the enforcement of creditors’ rights generally or by general equitable principles (whether enforcement is sought by proceedings in equity or at law). In the case of the Pledged Stock described in the Guarantee and Collateral Agreement that are securities represented by Agreement, the delivery to, and continuing possession by, the Collateral Agent of 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 certificates representing such Pledged Stock are delivered to the LenderAdministrative Agent, and in the case of the other Collateral constituting personal property described in the Guarantee and Collateral Agreement, when the financing statements and other filings specified on Schedule 4.19 in appropriate form are filed file (or to be filed) in the offices specified on Schedule 4.195.19 (a) create (or, the Lender shall have when filed, will create) a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral and the proceeds thereof, as security for the Obligations, in which a security interest may be perfected by filing, recording or registering a financing statement or analogous document Obligations (as defined in the United States (or any political subdivision thereof) Guarantee and its territories and possessions pursuant to the UCC or upon the receipt and recording of an Intellectual Property Security Agreement with the USCRO or the USPTO, as applicableCollateral Agreement), in each case, case prior and superior in right to any other Person (except, in the case of Collateral other than Pledged Stock, Liens permitted by Section 7.2 or in the case of Collateral that is Pledged Stock, Liens permitted by Section 7.2 which arise by operation of law8.3). . (b) Each of the Mortgages delivered after the Closing Date will be, upon execution, is effective to create in favor of the Lender 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 in the offices for the applicable jurisdictions in which the Mortgaged Properties are locatedspecified on Schedule 5.19(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, case prior and superior in right to any other Person Person. Schedule 1.1(b) lists, as of the Closing Date, each parcel of owned real property and each leasehold interest in real property located in the United States (subject to Liens permitted including the Commonwealth of Puerto Rico) and held by Section 7.2)the Borrowers or any of their Subsidiaries that has a value, in the reasonable opinion of the relevant Borrower, in excess of $500,000.

Security Documents. Subject to the time periods set forth in Schedule 5.2, the Guarantee and Collateral (a) The Security Agreement is effective to create in favor of the Lender Administrative Agent, for the benefit of the Secured Parties, a legal, valid and enforceable security interest in the Collateral described therein and proceeds thereof, except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting the enforcement of creditors’ rights generally or by general equitable principles (whether enforcement is sought by proceedings in equity or at law). In the case of the Pledged Stock Equity Interests described in the Guarantee and Collateral Agreement that are securities represented by stock certificates or otherwise constituting certificated securities within the meaning of Section 8-102(a)(15) of the UCC or the corresponding code or statute of any other applicable jurisdiction (“Certificated Securities”)Security Agreement, when the Administrative Agent obtains control of certificates representing such Pledged Stock are delivered to the LenderEquity Interests, and in the case of the other Collateral constituting personal property described in the Guarantee and Collateral Security Agreement, when (x) financing statements and other filings specified on Schedule 4.19 in appropriate form are or have been filed in the appropriate offices specified on Schedule 4.19or (y) upon the taking of possession or control by the Administrative 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 Administrative Agent or taken by the Administrative Agent to the extent required by the Security Documents), the Lender Security Agreement shall have 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, thereof to the extent a security interest can be perfected by filing or other action required thereunder as security for the Secured Obligations, in which a security interest may be perfected by filing, recording or registering a financing statement or analogous document in the United States (or any political subdivision thereof) and its territories and possessions pursuant to the UCC or upon the receipt and recording of an Intellectual Property Security Agreement with the USCRO or the USPTO, as applicable, in each case, case prior and superior in right to any other Person (except, in the case of Collateral (other than Pledged StockEquity Interests), Liens permitted by Section 7.2 or in the case of Collateral that is Pledged Stock, Liens permitted by Section 7.2 which arise by operation of law6.3). . (b) Each of the Mortgages delivered after the Closing Date will be, upon execution, is effective to create in favor of the Lender Administrative Agent, for the benefit of the Secured Parties, a legal, valid and enforceable Lien on the Mortgaged Properties mortgaged properties described therein and proceeds thereof, contains all remedies customarily afforded to a commercial lender in the jurisdiction in which the applicable mortgaged property is located, and when the Mortgages are or have been filed in the offices for the applicable jurisdictions in which the Mortgaged Properties are locatedappropriate offices, each such Mortgage shall constitute a fully perfected first priority Lien on, and security interest in, all right, title and interest of the Loan Parties in the Mortgaged Properties such properties and the proceeds thereof, as security for the Obligations (as defined in the relevant Mortgage)Secured Obligations, in each case, case prior and superior in right to any other Person (subject to Liens permitted by Section 7.2)Person.

Security Documents. Subject to the time periods set forth in Schedule 5.2, the (a) The Guarantee and Collateral Agreement is effective to create in favor of the Lender Administrative Agent, for the benefit of the Secured Parties, a legal, valid and enforceable security interest in the Collateral described therein and proceeds thereof, except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting the enforcement of creditors’ rights generally or by general equitable principles (whether enforcement is sought by proceedings in equity or at law). In the case of the Pledged Stock described in the Guarantee and Collateral Agreement that are securities represented by stock certificates or otherwise constituting certificated securities within the meaning of Section 8-102(a)(15) of the UCC or the corresponding code or statute of any other applicable jurisdiction (“Certificated Securities”), when certificates representing such Pledged Stock are delivered to the LenderAdministrative 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 4.19(a) in appropriate form are filed in the offices specified on Schedule 4.194.19(a), the Lender Administrative 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 which a security interest may be perfected by filing, recording or registering a financing statement or analogous document in the United States (or any political subdivision thereof) and its territories and possessions pursuant to the UCC or upon the receipt and recording of an Intellectual Property Security Agreement with the USCRO or the USPTO, as applicable, in each case, case prior and superior in right to any other Person (except, in the case of Collateral other than Pledged Stock, Liens permitted by Section 7.2 or in 7.3). As of the case Closing Date, none of Collateral the Loan Parties that is Pledged Stock, Liens permitted by Section 7.2 which arise by operation of law). a limited liability company or partnership has any Capital Stock that is a Certificated Security. (b) Each of the Mortgages delivered after the Closing Date will be, upon execution, effective to create in favor of the Lender 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 in the offices 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, case prior and superior in right to any other Person (subject to Liens permitted by Section 7.2)Person.

Security Documents. Subject to the time periods set forth in Schedule 5.2, the (a) The Guarantee and Collateral Agreement is effective to create in favor of the Lender Administrative Agent, for the benefit of the Lenders, a legal, valid and enforceable security interest in the Collateral described therein and proceeds thereof, except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting the enforcement of creditors’ rights generally or by general equitable principles (whether enforcement is sought by proceedings in equity or at law). In the case of the Pledged Stock described in the Guarantee and Collateral Agreement that are securities represented by stock certificates or otherwise constituting certificated securities within the meaning of Section 8-102(a)(15) of the UCC or the corresponding code or statute of any other applicable jurisdiction (“Certificated Securities”)Agreement, when stock certificates representing such Pledged Stock are delivered to the LenderAdministrative Agent, and in the case of the other Collateral constituting personal property described in the Guarantee and Collateral AgreementAgreement in which a security interest may be perfected by the filing of a financing statement under the Uniform Commercial Code as in effect in any jurisdiction in the United States, when financing statements and other filings specified on Schedule 4.19 4.19(a) in appropriate form are filed in the offices specified on Schedule 4.194.19(a), the Lender Guarantee and Collateral Agreement shall have to the extent provided in such agreement constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral and the proceeds thereof, as security for the Obligations, in which a security interest may be perfected by filing, recording or registering a financing statement or analogous document Obligations (as defined in the United States (or any political subdivision thereof) Guarantee and its territories and possessions pursuant to the UCC or upon the receipt and recording of an Intellectual Property Security Agreement with the USCRO or the USPTO, as applicableCollateral Agreement), in each case, case prior and superior in right to any other Person (except, in the case of Collateral other than Pledged Stock, Liens permitted by Section 7.2 or in subsection 7.3). (b) Upon the case of execution and delivery thereof, each Foreign Collateral that is Pledged Stock, Liens permitted by Section 7.2 which arise by operation of law). Each of the Mortgages delivered after the Closing Date Agreement will be, upon execution, be effective to create in favor of the Lender Administrative Agent, for the benefit of the Lenders, a legal, valid and enforceable security interest in the Collateral described therein and proceeds thereof. When all filings and public recordations described in each Foreign Collateral Agreement are made in the appropriate jurisdictions as described in such Foreign Collateral Agreements, each Foreign Collateral Agreement shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral and the proceeds thereof, as security for the obligations described therein, in each case prior and superior in right to any other Person. (c) Each of the Mortgages 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 for the applicable jurisdictions in which the Mortgaged Properties are locatedspecified on Schedule 4.19(c), each such Mortgage shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in the Mortgaged Properties and the proceeds thereof, as security for the Obligations (as defined in the relevant Mortgage), in each case, case prior and superior in right to any other Person (subject to other than Liens permitted under subsection 7.3). Schedule 1.1B lists each interest in real property in the United States owned in fee simple or leased (as lessee) by Section 7.2)the Borrower or any of its Subsidiaries as of the Closing Date which ownership or leasehold interest, as of such date, has a value, in the reasonable opinion of the Borrower, in excess of $1,000,000.

Security Documents. Subject to the time periods set forth in Schedule 5.2, the Guarantee and Collateral Agreement is effective to (a) The Pledge Agreements create in favor of the Lender Collateral Agent, for the ratable benefit of the beneficiaries named therein, a legal, valid and enforceable security interest or hypothec with delivery in the Collateral described therein (as defined therein) and proceeds thereof, except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting the enforcement of creditors’ rights generally or by general equitable principles (whether enforcement is sought by proceedings in equity or at law). In the case of the Pledged Stock described in the Guarantee thereof and Collateral Agreement that are securities represented by stock certificates or otherwise constituting certificated securities within the meaning of Section 8-102(a)(15) of the UCC or the corresponding code or statute of any other applicable jurisdiction (“Certificated Securities”)constitutes, when certificates representing such Pledged Stock proper filings, recordings or registrations are delivered to the Lendermade, 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 in appropriate form are filed in the offices specified on Schedule 4.19, the Lender shall have a fully perfected or published first priority or first-ranking Lien on, and security interest or hypothec in, all right, title and interest of the Loan Parties party thereto, as applicable, in such Collateral and the proceeds thereof, in each case prior and superior in right to any other Person. (b) The Security Agreements and Hypothecs create in favor of the Collateral Agent, for the ratable benefit of the beneficiaries named therein, a legal, valid and enforceable security interest or hypothec in the Collateral (as defined in the Security Agreements) (other than vessels) and proceeds thereof, and assuming that financing statements or applications for registration in appropriate form have been filed or registered in the offices specified on SCHEDULE 4.18(b), each Lien created under the Security Agreements or under the Hypothecs constitutes a fully perfected or published Lien on, and security interest or hypothecs in, all right, title and interest of the Loan Parties in such Collateral Collateral, and the proceeds thereof, as security for the Obligations, in which a security interest may be perfected by filing, recording or registering a financing statement or analogous document in the United States (or any political subdivision thereof) and its territories and possessions pursuant to the UCC extent perfection or upon publication can be obtained by filing Uniform Commercial Code financing statements or similar filings or registrations under the receipt and recording applicable laws of an Intellectual Property Security Agreement with the USCRO or the USPTO, as applicableany other jurisdiction, in each case, case prior and superior in right to any other Person (except, in the case of Collateral other than Pledged Stock, Liens permitted by Section 7.2 or in the case of Collateral that with respect to Permitted Liens. When each Hypothec and Security Agreement (Canadian) is Pledged Stock, Liens permitted by Section 7.2 which arise by operation of law). Each of the Mortgages delivered after the Closing Date will be, upon execution, effective to create in favor of the Lender a legal, valid and enforceable Lien on the Mortgaged Properties described therein and proceeds thereof, and when the Mortgages are filed in the offices for Canadian Intellectual Property Office, the applicable jurisdictions in which the Mortgaged Properties are located, each such Mortgage hypothec and security interest created thereunder shall constitute a fully perfected Lien on, and hypothec and security interest in, all right, title and interest of the Loan Parties in the Mortgaged Properties registered intellectual property charged under each Hypothec and the proceeds thereofSecurity Agreement (Canadian) and in which a hypothec or security interest may be perfected by filing, as recording or registering a security for the Obligations (as defined agreement, financing statement or analogous document in the relevant Mortgage), in each caseCanadian Intellectual Property Office, prior and superior in right to any other Person other than with respect to the rights of Persons pursuant to Permitted Liens (subject it being understood that subsequent recordings in the Canadian Intellectual Property Office may be necessary to Liens permitted perfect a Lien on registered trademarks, trademark applications, designs, patents, patent applications and copyrights acquired by Section 7.2a Loan Party after the Restatement Date). (c) The Mortgages create in favor of the Collateral Agent, for the ratable benefit of the beneficiaries named therein, a legal, valid and enforceable Lien on all of the Borrowers' right, title and interest in and to the Mortgaged Properties thereunder and the proceeds thereof, and when the Mortgages and the amendments to certain Mortgages referred to in SECTION 4.04(b) are filed or registered in the offices specified on SCHEDULE 4.18(c), the Mortgages will constitute a fully perfected or published Lien on, and security interest or hypothec in, all right, title and interest of the Borrowers in such Mortgaged Properties and the proceeds thereof, in each case prior and superior in right to any other Person other than with respect to Permitted Liens.

Security Documents. Subject to the time periods set forth in Schedule 5.2, the (a) The Guarantee and Collateral Agreement is effective to create in favor of the Lender Administrative Agent, for the benefit of the Secured Parties, a legal, valid and enforceable security interest in the Collateral described therein and proceeds thereof, except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting the enforcement of creditors’ rights generally or by general equitable principles (whether enforcement is sought by proceedings in equity or at law). In the case of the Pledged Stock described in the Guarantee and Collateral Agreement that are securities represented by stock certificates or otherwise constituting certificated securities within the meaning of Section 8-102(a)(15) of the California UCC or the corresponding code or statute of any other applicable jurisdiction (“Certificated Securities”), when certificates representing such Pledged Stock are delivered to the LenderAdministrative 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 4.19(a) in appropriate form are filed in the offices specified on Schedule 4.194.19(a), the Lender Administrative 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 which a security interest may be perfected by filing, recording or registering a financing statement or analogous document in the United States (or any political subdivision thereof) and its territories and possessions pursuant to the UCC or upon the receipt and recording of an Intellectual Property Security Agreement with the USCRO or the USPTO, as applicable, in each case, case prior and superior in right to any other Person (except, in the case of Collateral other than Pledged Stock, Liens permitted by Section 7.2 or in 7.3). As of the case of Collateral Closing Date, no Borrower nor any Guarantor that is Pledged Stock, Liens permitted by Section 7.2 which arise by operation of law). a limited liability company or partnership has any Capital Stock that is a not Certificated Security. (b) Each of the Mortgages delivered after the Closing Date will be, upon execution, effective to create in favor of the Lender 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 in the offices 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, case prior and superior in right to any other Person (subject to Liens permitted by Section 7.2)Person.

Security Documents. Subject to the time periods set forth in Schedule 5.2, the (a) The Guarantee and Collateral Agreement is effective to create in favor of the Lender Administrative Agent, for the benefit of the Secured Parties, a legal, valid and enforceable security interest in the Collateral described therein and proceeds thereof, except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting the enforcement of creditors’ rights generally or by general equitable principles (whether enforcement is sought by proceedings in equity or at law). In the case of the Pledged Stock described in the Guarantee and Collateral Agreement that are securities represented by stock certificates or otherwise constituting certificated securities within the meaning of Section 8-102(a)(15) of the UCC or the corresponding code or statute of any other applicable jurisdiction (“Certificated Securities”), when certificates representing such Pledged Stock are delivered to the LenderAdministrative 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 4.5(a) in appropriate form are filed in the offices specified on Schedule 4.194.5(a), the Lender Administrative 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 which a security interest may be perfected by filing, recording or registering a financing statement or analogous document in the United States (or any political subdivision thereof) and its territories and possessions pursuant to the UCC or upon the receipt and recording of an Intellectual Property Security Agreement with the USCRO or the USPTO, as applicable, in each case, case prior and superior in right to any other Person (except, in subject only to (i) Liens expressly permitted pursuant to Section 7.3 of the case of Collateral other than Pledged Stock, Liens permitted by Section 7.2 or in the case of Collateral that is Pledged Stock, Liens permitted by Section 7.2 which arise Domestic Credit Agreement having priority by operation of lawlaw over the Liens of the Administrative Agent under the Loan Documents, and (ii) other than with respect to Export-Related Accounts Receivable, Export-Related Inventory, Export-Related General Intangibles and the Proceeds of the foregoing, Liens in favor of the Administrative Agent under the Domestic Loan Documents). As of the Closing Date, none of the Borrower or any Guarantor that is a limited liability company or partnership has any Capital Stock that is a not Certificated Security. (b) Each of the Mortgages delivered after the Closing Date will be, upon execution, effective to create in favor of the Lender 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 in the offices 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, case prior and superior in right to any other Person Person. (subject i) The obligations expressed to Liens permitted be assumed by Section 7.2)the Loan Parties under the Foreign Law Security Documents and Guarantee are their legal, valid, binding and enforceable obligations, and (ii) each Foreign Law Security Document (except for the UK EXIM Guarantee) creates the security interests in respect of the Collateral that Foreign Law Security Document purports to create and those security interests are valid and effective.

Security Documents. Subject to the time periods set forth in Schedule 5.2, the (a) The Guarantee and Collateral Agreement is effective to create in favor of the Lender Administrative Agent, for the benefit of the Secured Parties, a legal, valid and enforceable security interest in the Collateral described therein and proceeds thereof, except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting the enforcement of creditors’ rights generally or by general equitable principles (whether enforcement is sought by proceedings in equity or at law). In the case of the Pledged Stock described in the Guarantee and Collateral Agreement that are securities represented by stock certificates or otherwise constituting certificated securities within the meaning of Section 8-102(a)(15) of the UCC or the corresponding code or statute of any other applicable jurisdiction (“Certificated Securities”), when certificates representing such Pledged Stock (which, in the case of a certificated securities in registered form, are indorsed to the Administrative Agent or in blank by an effective indorsement) are delivered to the LenderAdministrative 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 4.19(a) in appropriate form are filed in the offices specified on Schedule 4.194.19(a), the Lender Administrative 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 which a security interest may be perfected by filing, recording or registering a financing statement or analogous document in the United States (or any political subdivision thereof) and its territories and possessions pursuant to the UCC or upon the receipt and recording of an Intellectual Property Security Agreement with the USCRO or the USPTO, as applicable, in each case, case prior and superior in right to any other Person (except, in the case of Collateral other than Pledged Stock, Liens permitted by Section 7.2 or in 7.3). As of the case Closing Date, none of Collateral the Capital Stock of any Group Member that is Pledged Stock, Liens permitted by Section 7.2 which arise by operation of law). a limited liability company or partnership has any Capital Stock that is a Certificated Security. (b) Each of the Mortgages delivered after the Closing Date will be, upon execution, effective to create in favor of the Lender 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 in the offices 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, case prior and superior in right to any other Person (subject only to Liens expressly permitted by Section 7.27.3).

Security Documents. Subject (a) Each Vessel Mortgage in favor of the Collateral Agent executed and delivered on the Closing Date, the Acquisition Closing Date or the 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 time periods set forth whole of the Mortgaged Vessel covered thereby and the proceeds thereof, and when the Vessel Mortgages are registered in Schedule 5.2accordance with (i) the laws of the Bahamas, each Vessel Mortgage shall constitute (x) a first priority “statutory mortgage” on the Guarantee 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 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 Lender Collateral Agent (for the benefit of the Secured Parties) a legal, valid and enforceable security interest in the Collateral described therein and proceeds thereof, except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting the enforcement of creditors’ rights generally or by general equitable principles (whether enforcement is sought by proceedings in equity or at law)therein. In the case of the any Pledged Stock described in the Guarantee and Collateral Agreement that are securities represented by stock certificates or otherwise constituting certificated securities within the meaning of Section 8-102(a)(15) of the UCC or the corresponding code or statute of any other applicable jurisdiction (“Certificated Securities”)Collateral, when certificates or instruments, as applicable, representing such Pledged Stock Collateral are delivered to the LenderCollateral Agent (together with stock powers or other instruments of transfer duly executed in blank), and and, in the case of the other Collateral constituting personal property 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 specified on or instruments, notices and consents required under the laws of any applicable jurisdiction and described in Schedule 4.19 in appropriate form 3.17 (as amended from time to time) are filed filed, delivered or otherwise registered or recorded in the proper offices specified on in Schedule 4.193.17, registries or government agencies (and, specifically (i) in 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 case 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 Lender 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, Obligations to the extent security interests in which a security interest may such Collateral can be perfected by filing, recording delivery of such certificates or registering a financing statement or analogous document in the United States (or any political subdivision thereof) and its territories and possessions pursuant to the UCC or upon the receipt and recording of an Intellectual Property Security Agreement with the USCRO or the USPTOnotes, as applicable, representing the Pledged Collateral, or the filing of the Uniform Commercial Code financing statements and other filings and instruments required under the laws of the applicable jurisdiction, in each case, case prior and superior in right to any other Person person (except, in the case of Collateral other than Pledged StockCollateral, Permitted Liens permitted by Section 7.2 or in the case of Collateral that is Pledged Stock, and Liens permitted by Section 7.2 which arise having priority by operation of law). Each of . (c) When the Mortgages delivered after the Closing Date will be, upon execution, effective to create in favor of the Lender Collateral Agreement or a legal, valid and enforceable Lien on the Mortgaged Properties described therein and proceeds thereof, and when the Mortgages are short form thereof is filed in the offices for United States Patent and Trademark Office and the applicable jurisdictions in which United States Copyright Office, the Mortgaged Properties are located, each such Mortgage Liens created by the Collateral 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 to any other Person (case subject to no Liens permitted by Section 7.2)other than Permitted Liens.

Security Documents. Subject to the time periods set forth in Schedule 5.2, the (a) (a) The Amended and Restated Guarantee and Collateral Agreement is effective to create in favor of the Lender 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, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting the enforcement of creditors’ rights generally or by general equitable principles (whether enforcement is sought by proceedings in equity or at law)generally. In the case of the Pledged Stock described in the Amended and Restated Guarantee and Collateral Agreement that are securities represented by stock certificates or otherwise constituting certificated securities within the meaning of Section 8-102(a)(15) of the UCC or the corresponding code or statute of any other applicable jurisdiction (“Certificated Securities”)Agreement, when stock certificates representing such Pledged Stock are delivered to the LenderAdministrative Agent, and in the case of the other Collateral constituting personal property 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 4 to the Amended and Restated Guarantee and Collateral Agreement in appropriate form are filed in the offices specified on Schedule 4.194 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 Lender Amended and Restated Guarantee and Collateral Agreement shall have be effective to create a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral and the proceeds thereof, as security for the Obligations, in which a security interest may be perfected by filing, recording or registering a financing statement or analogous document Obligations (as defined in the United States (or any political subdivision thereof) Amended and its territories Restated Guarantee and possessions pursuant to the UCC or upon the receipt and recording of an Intellectual Property Security Agreement with the USCRO or the USPTO, as applicableCollateral Agreement), in each case, case (to the extent provided therein) prior and superior in right to any other Person (exceptexcept for Permitted Liens); (b) Upon execution thereof, in the case of Collateral other than Pledged Stock, Liens permitted by Section 7.2 or in the case of Collateral that is Pledged Stock, Liens permitted by Section 7.2 which arise by operation of law). Each each of the Mortgages delivered after the Closing Date will be, upon execution, shall be effective to create in favor of the Lender Administrative Agent, for the benefit of the Secured 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 for the applicable jurisdictions in which the Mortgaged Properties are locatedspecified 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, case (except as expressly set forth therein) prior and superior in right to any other Person (subject to Liens permitted except for Permitted Liens). Schedule 1.1(a) lists, as of the Restatement Effective Date, each parcel of owned real property located in the United States and held by Section 7.2)the Borrower or any of its Restricted Subsidiaries that has a value, in the reasonable opinion of the Borrower, in excess of $6,000,000.

Security Documents. Subject to the time periods set forth in Schedule 5.2, the (a) The Guarantee and Collateral Agreement is effective to create in favor of the Lender Collateral Agent, for the ratable benefit of the Secured Parties, a legal, valid valid, binding and enforceable security interest in the Collateral described therein and proceeds thereof, except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting the enforcement of creditors’ rights generally or by general equitable principles thereof and (whether enforcement is sought by proceedings i) in equity or at law). In the case of the Pledged Stock described in Collateral, upon the Guarantee and Collateral Agreement that are securities represented by stock certificates or otherwise constituting certificated securities within the meaning earlier of Section 8-102(a)(15(A) of the UCC or the corresponding code or statute of any other applicable jurisdiction (“Certificated Securities”), when certificates representing such Pledged Stock are Collateral is delivered to the Lender, Collateral Agent and in the case of the other Collateral constituting personal property described in the Guarantee and Collateral Agreement, (B) when financing statements and other filings specified on Schedule 4.19 in appropriate form are filed in the offices specified on Schedule 4.193.19(a) and (ii) in the case of all other Collateral described therein (other than Intellectual Property Collateral), when financing statements in appropriate form are filed in the offices specified on Schedule 3.19(a), the Lender Guarantee and Collateral Agreement shall have constitute a fully perfected 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 Obligations, in which each case prior and superior to the rights of any other person (except, in the case of all Collateral other than Pledged Collateral, with respect to Liens expressly permitted by Section 6.02). (b) Each Intellectual Property Security Agreement is effective to create in favor of the Collateral Agent, for the ratable benefit of the Secured Parties, a legal, valid, binding and enforceable security interest may be perfected by filing, recording or registering a financing statement or analogous document in the Intellectual Property Collateral described therein and proceeds thereof. When each Intellectual Property Security Agreement is filed in the United States (or any political subdivision thereof) Patent and its territories Trademark Office and possessions pursuant to the UCC or upon United States Copyright Office, respectively, together with financing statements in appropriate form filed in the receipt and recording of an offices specified in Schedule 3.19(a), such Intellectual Property Security Agreement with shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the USCRO or grantors thereunder in the USPTOIntellectual Property Collateral and proceeds thereof, as applicablesecurity for the Obligations, in each case, case prior and superior in right to any other Person person (except, in the case of Collateral other than Pledged Stock, except with respect to Liens expressly permitted by Section 7.2 or 6.02) (it being understood that subsequent recordings in the case of Collateral that is Pledged StockUnited States Patent and Trademark Office and the United States Copyright Office may be necessary to perfect a lien on registered trademarks, Liens permitted trademark applications and copyrights acquired by Section 7.2 which arise by operation of lawthe grantors after the date hereof). . (c) Each of the Mortgages delivered after the Closing Date will be, upon execution, is effective to create in favor of the Lender Collateral Agent, for the ratable benefit of the Secured Parties, a legal, valid valid, binding 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, and when the Mortgages are filed in the offices for the applicable jurisdictions in which the Mortgaged Properties are locatedspecified on Schedule 3.19(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 Obligations (as defined in the relevant Mortgage)Obligations, in each case, case prior and superior in right to any other Person person (subject except with respect to Liens expressly permitted by Section 7.26.02).

Security Documents. Subject (a) Each Vessel Mortgage in favor of the Collateral Agent executed and delivered (as may be amended from time to time, including on the Restatement Effective 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 time periods set forth whole of the Mortgaged Vessel covered thereby and the proceeds thereof, and when the Vessel Mortgages are registered in Schedule 5.2accordance with (i) the laws of the Bahamas, each Vessel Mortgage shall constitute (x) a first priority “statutory mortgage” on the Guarantee 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 Bahamas and (y) a “preferred mortgage” within the meaning of Title 46 United States 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▇▇▇▇▇▇▇ Islands Maritime Act, 1990, as amended, and (y) a “preferred mortgage” within the meaning of Title 46 of the United States Code, Section 31301(6)(B) or (iii) the law of any other applicable Permitted Jurisdiction, (x) each Vessel Mortgage shall constitute a first priority mortgage (or other similar term in such Permitted Jurisdiction) on the Mortgage Vessels covered thereby in favor of the Collateral Agent for the benefit of the Secured Parties in accordance with the applicable law of such Permitted Jurisdiction and (y) a “preferred mortgage” within the meaning of Title 46 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 Lender Collateral Agent (for the benefit of the Secured Parties) a legal, valid and enforceable security interest in the Collateral described therein and proceeds thereof, except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting the enforcement of creditors’ rights generally or by general equitable principles (whether enforcement is sought by proceedings in equity or at law)therein. In the case of the any Pledged Stock described in the Guarantee and Collateral Agreement that are securities represented by stock certificates or otherwise constituting certificated securities within the meaning of Section 8-102(a)(15) of the UCC or the corresponding code or statute of any other applicable jurisdiction (“Certificated Securities”)Collateral, when certificates or instruments, as applicable, representing such Pledged Stock Collateral are delivered to the LenderCollateral Agent (together with stock powers or other instruments of transfer duly executed in blank), and and, in the case of the other Collateral constituting personal property 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 specified on or instruments, notices and consents required under the laws of any applicable jurisdiction and described in Schedule 4.19 in appropriate form 3.17 (as amended from time to time) are filed filed, delivered or otherwise registered or recorded in the proper offices specified on in Schedule 4.193.17, registries or government agencies (and, specifically (i) in 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 case 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 Lender 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, Obligations to the extent security interests in which a security interest may such Collateral can be perfected by filing, recording delivery of such certificates or registering a financing statement or analogous document in the United States (or any political subdivision thereof) and its territories and possessions pursuant to the UCC or upon the receipt and recording of an Intellectual Property Security Agreement with the USCRO or the USPTOnotes, as applicable, representing the Pledged Collateral, or the filing of the Uniform Commercial Code financing statements and other filings and instruments required under the laws of the applicable jurisdiction, in each case, case prior and superior in right to any other Person person (except, (x) in the case of Collateral other than Pledged StockCollateral, Permitted Liens permitted and Liens having priority by Section 7.2 or operation of law and (y) in the case of Pledged Collateral, Permitted Liens securing Permitted Pari Passu Debt). (c) When the Collateral that Agreement or a short form thereof is Pledged Stock, Liens permitted by Section 7.2 which arise by operation of law). Each of the Mortgages delivered after the Closing Date will be, upon execution, effective to create in favor of the Lender a legal, valid and enforceable Lien on the Mortgaged Properties described therein and proceeds thereof, and when the Mortgages are filed in the offices for United States Patent and Trademark Office and the applicable jurisdictions in which United States Copyright Office, the Mortgaged Properties are located, each such Mortgage Liens created by the Collateral 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 to any other Person (case subject to no Liens permitted by Section 7.2)other than Permitted Liens.

Security Documents. Subject to the time periods set forth in Schedule 5.2, the (a) The Guarantee and Collateral Agreement is effective to create in favor of the Lender Administrative Agent, for the benefit of the Secured Parties, a legal, valid and enforceable security interest in the Collateral described therein and proceeds thereof, except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting the enforcement of creditors’ rights generally or by general equitable principles (whether enforcement is sought by proceedings in equity or at law). In the case of the Pledged Stock described in the Guarantee and Collateral Agreement that are securities represented by stock certificates or otherwise constituting certificated securities within the meaning of Section 8-102(a)(15) of the UCC or the corresponding code or statute of any other applicable jurisdiction (“Certificated Securities”), when certificates representing such Pledged Stock Stock, together with applicable endorsements, are delivered to the LenderAdministrative 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 4.19(a) in appropriate form are filed in the offices specified on Schedule 4.194.19(a), the Lender Administrative 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 which a security interest may be perfected by filing, recording or registering a financing statement or analogous document in the United States (or any political subdivision thereof) and its territories and possessions pursuant to the UCC or upon the receipt and recording of an Intellectual Property Security Agreement with the USCRO or the USPTO, as applicable, in each case, case prior and superior in right to any other Person (except, in the case of Collateral other than Pledged Stock, Liens permitted by Section 7.2 7.3). As of the Closing Date, none of the Borrower or in the case of Collateral any Guarantor that is Pledged Stock, Liens permitted by Section 7.2 which arise by operation of law). a limited liability company or partnership has any Capital Stock that is a Certificated Security. (b) Each of the Mortgages delivered after the Closing Date will be, upon execution, effective to create in favor of the Lender 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 in the offices 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, case prior and superior in right to any other Person (subject to Liens permitted by Section 7.2)Person.

Security Documents. Subject to the time periods set forth in Schedule 5.2, the (a) The Guarantee and Collateral Agreement is effective to create in favor of the Lender Collateral Trustee, for the ratable benefit of the Secured Parties, a legal, valid valid, binding and enforceable security interest in the Collateral described therein and proceeds thereof, except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting the enforcement of creditors’ rights generally or by general equitable principles thereof and (whether enforcement is sought by proceedings i) in equity or at law). In the case of the Pledged Stock described in Securities, upon the Guarantee and Collateral Agreement that are securities represented by stock certificates or otherwise constituting certificated securities within the meaning earlier of Section 8-102(a)(15(A) of the UCC or the corresponding code or statute of any other applicable jurisdiction (“Certificated Securities”), when certificates representing such Pledged Stock Securities are delivered to the Lender, Collateral Trustee and in the case of the other Collateral constituting personal property described in the Guarantee and Collateral Agreement, (B) when financing statements and other filings specified on Schedule 4.19 in appropriate form are filed in the offices specified on Schedule 4.19, the Lender 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 which a security interest may be perfected by filing, recording or registering a financing statement or analogous document in the United States (or any political subdivision thereof3.19(a) and its territories and possessions pursuant to the UCC or upon the receipt and recording of an Intellectual Property Security Agreement with the USCRO or the USPTO, as applicable, in each case, prior and superior in right to any other Person (except, ii) in the case of all other Collateral described therein (other than Pledged StockIntellectual Property Collateral), Liens permitted by Section 7.2 or when financing statements in the case of Collateral that is Pledged Stock, Liens permitted by Section 7.2 which arise by operation of law). Each of the Mortgages delivered after the Closing Date will be, upon execution, effective to create in favor of the Lender 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 for specified on Schedule 3.19(a), the applicable jurisdictions in which the Mortgaged Properties are located, each such Mortgage Guarantee and Collateral Agreement shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Secured Parties in the Mortgaged Properties such Collateral and the proceeds thereof, as security for the Secured Obligations (as defined in the relevant Mortgage)hereunder, in each casecase prior and superior to the rights of any other person (except, in the case of all Collateral other than Pledged Securities, with respect to Liens expressly permitted by Section 6.02). (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. 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), such Intellectual Property Security Agreement shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the grantors thereunder in the Intellectual Property Collateral and proceeds thereof, as security for the Secured Obligations hereunder, in each case prior and superior in right to any other Person person (subject except with respect to Liens expressly permitted by Section 7.26.02) (it being understood that subsequent recordings in the United States Patent and Trademark Office and the United States Copyright Office may be necessary to perfect a lien on registered trademarks, trademark applications and copyrights acquired by the grantors after the date hereof). (c) Each of the Mortgages is effective to create in favor of the Collateral Trustee, for the ratable benefit of the Secured Parties, a legal, valid, binding, subsisting and enforceable Lien on, and security interest in, all of the Loan Parties' right, title and interest in and to the Mortgaged Property thereunder and proceeds thereof, and when the Mortgages are filed in the offices specified on Schedule 3.19

Security Documents. Subject to (a) Each of the time periods set forth in Schedule 5.2, the Guarantee and Collateral Agreement Security Documents is effective to create in favor of the Lender Administrative Agent, for the benefit of the Secured Parties, a legal, valid and enforceable security interest in the Collateral described therein and proceeds thereof, except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting the enforcement of creditors’ rights generally or by general equitable principles (whether enforcement is sought by proceedings in equity or at law). In the case of (i) the Pledged Capital Stock described in the Guarantee and Collateral Security Agreement that are securities represented by stock certificates or otherwise constituting certificated securities within the meaning of Section 8-102(a)(15) of the New York UCC or the corresponding code or statute of any other applicable jurisdiction (“Certificated Securities”)jurisdiction, when certificates representing such Pledged Capital Stock are delivered to the LenderAdministrative Agent, and (ii) in the case of 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 4.15(a) in appropriate form are executed and delivered, performed or filed in the offices specified on Schedule 4.194.15(a), as the case may be, the Lender Administrative 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 which a security interest may be perfected by filing, recording or registering a financing statement or analogous document in the United States (or any political subdivision thereof) and its territories and possessions pursuant to the UCC or upon the receipt and recording of an Intellectual Property Security Agreement with the USCRO or the USPTO, as applicable, in each case, case prior and superior in right to any other Person (except, in the case of Collateral other Permitted Priority Liens). Other than Pledged Stockas set forth on Schedule 4.15(a), Liens permitted by Section 7.2 as of the Closing Date, none of the Capital Stock of any Subsidiary Guarantor that is a limited liability company or partnership is a Certificated Security (as defined in the case of Collateral that is Pledged Stock, Liens permitted by Section 7.2 which arise by operation of lawSecurity Agreement). . (b) Each of the Mortgages delivered on or after the Closing Date is, or upon execution and recording will be, upon execution, effective to create in favor of the Lender 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 in the recording offices 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, case prior and superior in right to any other Person (subject to Liens permitted other than holders of Permitted Priority Liens. Schedule 1.1B lists, as of the Closing Date, each parcel of Material Property located in the United States and held by Section 7.2)the Borrower or a Restricted Subsidiary.

Security Documents. Subject to (a) Each of the time periods set forth in Schedule 5.2, Security Documents executed and delivered as of the Guarantee and Collateral Agreement date hereof is effective to create in favor of the Lender Lender, for the benefit of the holders of Secured Obligations, a legal, valid and enforceable security interest in the Collateral described therein and proceeds thereof, except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting the enforcement of creditors’ rights generally or by general equitable principles (whether enforcement is sought by proceedings in equity or at law). In the case of the Equity Interests pledged under the Pledge Agreements (the “Pledged Stock described in the Guarantee and Collateral Agreement that are securities represented by stock certificates or otherwise constituting certificated securities within the meaning of Section 8-102(a)(15) of the UCC or the corresponding code or statute of any other applicable jurisdiction (“Certificated SecuritiesStock”), when the Lender obtains control of stock certificates representing such the Pledged Stock and when financing statements and other filings in appropriate form are delivered to or have been filed in the Lenderappropriate offices, and in the case of the other Collateral constituting personal property described in the Guarantee and Collateral AgreementMortgage, when financing statements and other filings specified on Schedule 4.19 in appropriate form are or have been filed in the offices specified on Schedule 4.19appropriate offices, each of the Lender Mortgage and the Pledge Agreements shall have constitute a fully fully-perfected Lien on, and security interest in, all right, title and interest of the Loan Parties Grantors in such Collateral and the proceeds thereof, to the extent required under such Security Document and to the extent a security interest can be perfected by filing or other action required thereunder as security for the Secured Obligations, in which a security interest may be perfected by filing, recording or registering a financing statement or analogous document in the United States (or any political subdivision thereof) and its territories and possessions pursuant to the UCC or upon the receipt and recording of an Intellectual Property Security Agreement with the USCRO or the USPTO, as applicable, in each case, case prior and superior in right to any other Person (except, in the case of Collateral other than the Pledged StockStock with respect to which the Lender has control, Liens permitted by Section 7.2 or in the case of Collateral that is Pledged Stock, Liens permitted by Section 7.2 which arise by operation of law6.3). . (a) Each of the Mortgages delivered after the Closing Date will be, upon execution, is effective to create in favor of the Lender (as the case may be), for the benefit of the holders of Secured Obligations, a legal, valid and enforceable Lien on the Mortgaged mortgaged Properties described therein and proceeds thereof, contains all remedies customarily afforded to a commercial lender in the jurisdiction in which the applicable mortgaged Property is located, and when the Mortgages are or have been filed in the offices for the applicable jurisdictions in which the Mortgaged Properties are locatedappropriate 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 such properties and the proceeds thereof, as security for the Obligations (as defined in the relevant Mortgage)Secured Obligations, in each case, case prior and superior in right to any other Person (subject to except for Liens permitted by Section 7.26.3).

Security Documents. Subject to the time periods set forth in Schedule 5.2, the (a) The Guarantee and Collateral Agreement is effective to create in favor of the Lender Administrative Agent, for the benefit of the Secured Parties, a legal, valid and enforceable security interest in the Collateral described therein and proceeds thereof, except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting the enforcement of creditors’ rights generally or by general equitable principles (whether enforcement is sought by proceedings in equity or at law). In the case of the Pledged Stock described in the Guarantee and Collateral Agreement that are securities represented by stock certificates or otherwise constituting certificated securities within the meaning of the Section 8-102(a)(15) of the New York UCC or the corresponding code or statute of any other applicable jurisdiction (“Certificated Securities”), when certificates representing such Pledged Stock are delivered to the LenderAdministrative Agent, and in the case of 80 US-DOCS\135452008.17 the other Collateral constituting personal property described in the Guarantee and Collateral Agreement, when financing statements and other filings specified on Schedule 4.19 4.19(a) in appropriate form are filed in the offices specified on Schedule 4.194.19(a), the Lender Administrative 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 which a security interest may be perfected by filing, recording or registering a financing statement or analogous document in the United States (or any political subdivision thereof) and its territories and possessions pursuant to the UCC or upon the receipt and recording of an Intellectual Property Security Agreement with the USCRO or the USPTO, as applicable, in each case, case prior and superior in right to any other Person to the extent such Lien can be perfected by such actions or filings (except, in the case of Collateral other than Pledged Stock, Liens permitted by Section 7.2 7.3 to have priority over the Lien of the Administrative Agent). As of the Closing Date, none of the Borrower, Intermediate Holdings, Holdings or in the case of Collateral any Guarantor that is Pledged Stock, Liens permitted by Section 7.2 which arise by operation of law). a limited liability company or partnership has any Capital Stock that is a not Certificated Security. (b) Each of the Mortgages delivered after the Closing Date will be, upon execution, effective to create in favor of the Lender 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 in the offices 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, case prior and superior in right to any other Person Person. (subject c) The PC Documents delivered by any PC Entity to any Loan Party pursuant to this Agreement are (or, to the extent executed after the Closing Date, shall, upon execution and delivery thereof, be) effective to create in favor of each applicable Loan Party, a legal, valid and enforceable first priority security interest in the Collateral (as defined therein (or any similarly defined term as defined therein)) (including cash and deposit accounts) and proceeds thereof of such PC Entity, and (i) when all appropriate filings or recordings are made in the appropriate offices as may be required under applicable law and (ii) upon the taking of possession or control by the applicable Loan Party of any such Collateral (or such similarly defined term) with respect to which a security interest may be perfected only by possession or control (which possession or control shall be given to the applicable Loan Party to the extent required by any PC Document), the Liens permitted created by Section 7.2each such PC Document will constitute perfected Liens on all right, title and interest of such Loan Party in such Collateral (or such similarly defined term), in each case, free and clear of all Liens (other than the Liens created under the PC Documents).

Security Documents. Subject to (a) The Security Agreement, upon execution and delivery thereof by the time periods set forth in Schedule 5.2parties thereto, the Guarantee and Collateral Agreement is effective to will create in favor of the Lender 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 which a security interest may be created under the Delaware Uniform Commercial Code as in effect from time to time, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting the enforcement of creditors’ rights generally and by principles of equity, and the Lien created under the Security Agreement is (or by general equitable principles (whether enforcement is sought by proceedings will be, upon the filing of appropriate financing statements with appropriate offices, the filings of grants of security in equity or at law). In Intellectual Property with the case United States Patent and Trademark Office, the filing of particulars of the Pledged Stock described security with the Registry of Corporate Affairs in the Guarantee British Virgin Islands, the notation of Liens on certificates of title for assets subject to certificate of title statutes, the execution of appropriate control agreements and Collateral Agreement that are securities represented by stock certificates or otherwise constituting the delivery of 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 certificates representing such Pledged Stock are delivered and instruments to the Lender, 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 in appropriate form are filed in the offices specified on Schedule 4.19, the Lender shall have Administrative Agent) a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties Borrower in such Collateral and the proceeds thereof, as security for the Obligations, in which a security interest may be perfected by filing, recording or registering a financing statement or analogous document in the United States (or any political subdivision thereof) and its territories and possessions pursuant to the UCC or upon the receipt and recording of an Intellectual Property Security Agreement with the USCRO or the USPTO, as applicableCollateral, in each case, case prior and superior in right to any other Person (exceptPerson, in the case of Collateral other than Pledged Stock, Liens permitted by Section 7.2 or in the case of Collateral that is Pledged Stock, Liens permitted by Section 7.2 which arise by operation of law). Each of the Mortgages delivered after the Closing Date will bewith respect to Permitted Liens. (b) The Security Agreement, upon executionexecution and delivery thereof by the parties thereto, effective to will create in favor of the Lender 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 Security Agreement) and the proceeds thereof, and, when such Collateral is delivered to the Administrative Agent, together with stock powers duly executed in blank and when the Mortgages particulars thereof are filed with the Registry of Corporate Affairs in the offices for British Virgin Islands, the applicable jurisdictions in which the Mortgaged Properties are located, each such Mortgage Lien granted pursuant to Security Agreement shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties pledgor thereunder in the Mortgaged Properties and the proceeds thereof, as security for the Obligations (as defined in the relevant Mortgage)such Collateral, in each case, case prior and superior in right to any other Person (subject to Liens permitted by Section 7.2)Person.