Common use of Security Documents Clause in Contracts

Security Documents. (a) The Collateral Agreement, upon execution and delivery thereof by the parties thereto, will 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 Collateral Agreement) and the proceeds thereof and when financing statements or other filings in appropriate form are filed in the offices specified on Schedule 3.19(a) (or, in the case of Collateral delivered after the date hereof in accordance with the provisions of Section 5.12, in the appropriate filing offices), the Lien created under the 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 (other than Intellectual Property, as defined in the Collateral Agreement), in each case prior and superior in right to any other person, other than Permitted Liens that may take priority as a matter of law, and as otherwise provided in the Pari Passu Intercreditor Agreement. (b) Upon the recordation of the Collateral Agreement (or a short-form security agreement in form and substance reasonably satisfactory to the Borrower and the Administrative Agent) with the United States Patent and Trademark Office and the United States Copyright Office, together with the financing statements or such other filings in appropriate form filed in the offices specified on Schedule 3.19(a) (or, in the case of Collateral delivered after the date hereof in accordance with the provisions of Section 5.12, in the appropriate filing offices), the Lien created under the Collateral Agreement shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in Patents and Trademarks (as each term is defined in the Collateral Agreement) registered or applied for with the United States Patent and Trademark Office or Copyrights (as defined in the 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 other than Permitted Liens that may take priority as a matter of law, and as otherwise provided in the Pari Passu Intercreditor 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 or applied for Patents, Trademarks, or Copyrights, acquired by the Loan Parties after the date hereof).

Security Documents. (a) The Collateral Agreement, upon execution and delivery thereof by the parties thereto, will 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 Collateral Agreement) and the proceeds thereof and (i) when the Pledged Collateral (as defined in the Collateral Agreement) is delivered to the Collateral Agent, the Lien created under Collateral Agreement shall constitute a fully perfected first priority 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, and (ii) when financing statements or other filings in appropriate form are filed in the offices specified on Schedule 3.19(a) (or, in the case of Collateral delivered after the date hereof in accordance with the provisions of Section 5.12, in the appropriate filing offices), the Lien created under the 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 (other than Intellectual Property, as defined in the Collateral Agreement), in each case prior and superior in right to any other personPerson, other than Permitted with respect to Liens that may take priority as a matter of law, and as otherwise provided in the Pari Passu Intercreditor Agreementexpressly permitted by Section 6.02. (b) Upon the recordation of the Collateral Agreement (or a short-form security agreement in form and substance reasonably satisfactory to the Borrower and the Administrative Agent) with the United States Patent and Trademark Office and the United States Copyright Office, together with the financing statements or such other filings in appropriate form filed in the offices specified on Schedule 3.19(a) (or, in the case of Collateral delivered after the date hereof in accordance with the provisions of Section 5.12, in the appropriate filing offices), the a Lien created under the Collateral Agreement shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in Patents and Trademarks (as each term is defined in the Collateral Agreement) registered or applied for with the United States Patent and Trademark Office or Copyrights Intellectual Property (as defined in the Collateral Agreement) registered or applied for with in which a security interest may be perfected by filing in the United States Copyright Office, as the case may beand its territories and possessions, in each case prior and superior in right to any other person other than Permitted Liens that may take priority as a matter of law, and as otherwise provided in the Pari Passu Intercreditor Agreement Person (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 or applied for Patentstrademarks and patents, Trademarks, or Copyrights, trademark and patent applications and registered copyrights acquired by the Loan Parties after the date hereof).

Security Documents. (a) The Collateral Agreement, upon execution and delivery thereof by the parties thereto, will Each Security Document is effective to create in favor of the Collateral Agent, Agent (for the ratable benefit of the Secured Parties, ) a legal, valid and enforceable security interest in the Collateral (as defined to the extent described therein and that a security interest in such Collateral can be created under the Collateral Agreement) and UCC. As of the proceeds thereof and when financing statements or other filings in appropriate form are filed in the offices specified on Schedule 3.19(a) (orEffective Date, in the case of the Pledged Collateral delivered after the date hereof in accordance with the provisions of Section 5.12, described in the appropriate Security Agreement, when certificates or promissory notes, as applicable, representing such Pledged Collateral and required to be delivered under the Security Agreement are delivered to the Collateral Agent, and in the case of the other Collateral described in the Security Agreement when financing statements are filed in the applicable filing offices), the 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 of such certificates or promissory notes, in each case prior and superior in right to the Lien of any other Person (except Permitted Encumbrances or as otherwise permitted by Section 6.02). (b) When the Security Agreement will constitute 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 (other than Intellectual Property, as defined thereunder in the Collateral Agreement)United States registered trademarks and United States issued patents, United States trademark and patent applications and United States registered copyrights, in each case prior and superior in right to the Lien of any other personPerson, other than except for Permitted Liens that may take priority as a matter of law, and Encumbrances or as otherwise provided in the Pari Passu Intercreditor Agreement. (b) Upon the recordation of the Collateral Agreement (or a short-form security agreement in form and substance reasonably satisfactory to the Borrower and the Administrative Agent) with the United States Patent and Trademark Office and the United States Copyright Office, together with the financing statements or such other filings in appropriate form filed in the offices specified on Schedule 3.19(a) (or, in the case of Collateral delivered after the date hereof in accordance with the provisions of permitted by Section 5.12, in the appropriate filing offices), the Lien created under the Collateral Agreement shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in Patents and Trademarks (as each term is defined in the Collateral Agreement) registered or applied for with the United States Patent and Trademark Office or Copyrights (as defined in the 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 other than Permitted Liens that may take priority as a matter of law, and as otherwise provided in the Pari Passu Intercreditor Agreement 6.02 (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 or applied for Patentstrademarks and issued patents, Trademarks, or Copyrights, trademark and patent applications and registered copyrights acquired by the Loan Parties after the date hereofEffective Date or any U.S. intent-to-use trademark applications that are no longer after the Effective Date, deemed Excluded Property).

Security Documents. (a) The Collateral Security Agreement, upon execution and delivery thereof by the parties thereto, will 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 and the proceeds thereof and (i) when the Pledged Collateral (as defined in the Collateral Security Agreement) is delivered to the Collateral Agent, the Lien created under the Security Agreement shall constitute a fully perfected and first priority Lien on, and security interest in, all right, title and interest of the proceeds thereof Loan Parties in such Pledged Collateral, in each case prior and superior in right to any other Person and (ii) when financing statements or and other filings in appropriate form are filed in the offices specified on Schedule 3.19(a) (or, in the case of Collateral delivered after the date hereof in accordance with the provisions of Section 5.12, in the appropriate filing offices), the Lien created under the Security Agreement with respect to the Collateral Agreement that may be perfected by filing a financing statement and other filings will constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral (other than trademarks, patents and copyrights subject to the Intellectual Property, as defined in the Collateral AgreementProperty Security Agreements), in each case prior and superior in right to any other personPerson, other than Permitted with respect to Liens permitted by Section 6.02 that may take priority as a matter by operation of law, law or contract are prior and as otherwise provided superior in right to the Pari Passu Intercreditor AgreementLiens securing the Obligations. (b) Upon the recordation of the Collateral Agreement Intellectual Property Security Agreements (or a short-form security agreement in form and substance reasonably satisfactory to the Lead Borrower and the Administrative Collateral Agent) with the United States Patent and Trademark Office and the United States Copyright Office, together with the financing statements or such other filings in appropriate form filed in the offices specified on Schedule 3.19(a) (or, in the case of Collateral delivered after the date hereof in accordance with the provisions of Section 5.12, in the appropriate filing offices), the Lien created under the Collateral Security Agreement shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in Patents and Trademarks the IP Collateral (as each term is defined in the Collateral Security Agreement) registered or applied for with in which a security interest may be perfected by filing in the United States Patent and Trademark Office or Copyrights (as defined in the Collateral Agreement) registered or applied for with and the United States Copyright Office, as the case may be, in each case prior and superior in right to any other person other than Permitted Liens that may take priority as a matter of law, and as otherwise provided in the Pari Passu Intercreditor Agreement Person (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 or applied for Patentstrademarks, Trademarkspatents, or Copyrights, copyrights and related applications of the foregoing acquired by the Loan Parties after the date hereofClosing Date). (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 Property thereunder and the proceeds thereof, and when the Mortgages are filed in the corresponding recording office, each of the Mortgages shall constitute a fully 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 prior and superior in right to any other Person, other than with respect to the rights of Persons pursuant to Liens permitted by Section 6.02 that by operation of law or contract are prior and superior in right to the Liens securing the Obligations and except for any Liens or encumbrances shown on title insurance policies. Notwithstanding the foregoing, the Loan Parties represent that the PR Mortgage has been duly filed and recorded in the corresponding Section of the Puerto Rico Registry of Property (except for the Deed of Amendment, which has been filed and is pending recordation in the corresponding Section of the Puerto Rico Registry of Property).

Security Documents. (a) The Guarantee and Collateral Agreement, upon execution and delivery thereof by the parties thereto, will create in favor of the Collateral Administrative Agent, for the ratable benefit of the Secured Parties, a legal, valid and enforceable security interest in the Collateral (as defined in the Guarantee and Collateral Agreement) and the proceeds thereof and (i) when the Pledged Collateral (as defined in the Guarantee and Collateral Agreement) is delivered to the Administrative Agent, the Guarantee and Collateral Agreement shall constitute a fully perfected first priority 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, and (ii) when financing statements or other filings in appropriate form are filed in the offices specified on Schedule 3.19(a) (or, in the case of Collateral delivered after the date hereof in accordance with the provisions of Section 5.12, in the appropriate filing offices), the Lien created under the Guarantee and Collateral Agreement will constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in all such Collateral as to which a security interest may be perfected by such a filing (other than Intellectual Property, as defined in the Guarantee and Collateral Agreement), in each case prior and superior in right to any other person, other than Permitted with respect to Liens that may take priority as a matter of law, and as otherwise provided in the Pari Passu Intercreditor Agreementexpressly permitted by Section 6.2. (b) Upon the recordation of the Guarantee and Collateral Agreement (or a short-form security agreement in form and substance reasonably satisfactory to the Borrower and the Administrative Agent) with the United States Patent and Trademark Office and the United States Copyright Office, together with the financing statements or such other filings in appropriate form filed in the offices specified on Schedule 3.19(a) (or, in the case of Collateral delivered after the date hereof in accordance with the provisions of Section 5.12, in the appropriate filing offices), 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 Patents and Trademarks (as each term is defined in the Collateral Agreement) registered or applied for with the United States Patent and Trademark Office or Copyrights Intellectual Property (as defined in the Guarantee and Collateral Agreement) registered or applied for with in which a security interest may be perfected by filing in the United States Copyright Office, as the case may beand its territories and possessions, in each case prior and superior in right to any other person other than Permitted Liens that may take priority as a matter of law, and as otherwise provided in the Pari Passu Intercreditor 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 or applied for Patentstrademarks, Trademarks, or Copyrights, trademark applications and copyrights acquired by the Loan Parties after the date hereof). (c) 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 Property thereunder and the proceeds thereof, and when the Mortgages are filed in the offices specified on Schedule 3.19(d), the Mortgages shall constitute a fully 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 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 6.2.

Security Documents. (a) The Guarantee and Collateral Agreement, upon execution and delivery thereof by the parties thereto, will 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 other than the Collateral AgreementMortgaged Property) and the proceeds thereof and (i) when the Pledged Collateral (as defined in the Guarantee and Collateral Agreement) is delivered to the Collateral Agent, the Lien created under Guarantee and Collateral Agreement shall constitute a fully perfected first priority 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, and (ii) when the financing statements or other filings in appropriate form are filed in the offices specified on Schedule 3.19(a) (or, in the case of Collateral delivered after the date hereof in accordance with the provisions of Section 5.12, in the appropriate filing offices), the Lien created under the Guarantee and Collateral Agreement will constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in the Collateral described in such Collateral statements (other than Intellectual Property, as defined in the Collateral Agreement), in each case prior and superior in right to any other personPerson, other than Permitted with respect to Liens that may take priority as a matter of law, and as otherwise provided in the Pari Passu Intercreditor Agreementexpressly permitted by Section 6.02. (b) Upon the recordation of the Notice of Grant of Security Interest in Patents, the Notice of Grant of Security Interest in Trademarks and the Notice of Grant of Security Interest in Copyrights substantially in the form of Exhibit B, Exhibit C and Exhibit D, respectively, to the Guarantee and Collateral Agreement (or a short-form security agreement in form and substance reasonably satisfactory to the Borrower and the Administrative Agent) with the United States Patent and Trademark Office and the United States Copyright Office, as applicable, together with the financing statements or such other filings in appropriate form filed in the offices specified on Schedule 3.19(a) (or, in the case of Collateral delivered after the date hereof in accordance with the provisions of Section 5.12, in the appropriate filing offices), 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 Patents and Trademarks (as each term is defined in the Collateral Agreement) Intellectual Property consisting of material issued or pending United States patents, material registered or applied for with pending United States trademarks and material registered United States copyrights in which a security interest may be perfected by filing in the United States Patent and Trademark Office or Copyrights (as defined in the Collateral Agreement) registered or applied for with the United States Copyright Office, as the case may beits territories and possessions, in each case prior and superior in right to any other person Person, other than Permitted with respect to Liens that may take priority as a matter of law, and as otherwise provided in the Pari Passu Intercreditor Agreement expressly permitted by Section 6.02 (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 United States registered or applied for Patentstrademarks, Trademarksissued patents, or Copyrights, trademark and patent applications and registered copyrights acquired by the Loan Parties after the date hereof). (c) Upon due execution and delivery thereof, each 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 first priority Lien on all of the applicable Loan Party’s 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 3.19(c), such Mortgage shall constitute a fully perfected first priority Lien on, and security interest in, all right, title and interest of such 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 Liens expressly permitted by Section 6.02.

Security Documents. (a) The Collateral Agreement, upon execution and delivery thereof by the parties thereto, will Pledge 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 Collateral Pledge Agreement) and, when such Collateral is delivered to the Collateral Agent and for so long as the proceeds thereof Collateral Agent remains in possession of such Collateral, the security interest created by the Pledge Agreement shall constitute a perfected first priority 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 benefit of the Secured Parties, a legal, valid and enforceable security interest in the Collateral (as defined in the Security Agreement) and, when financing statements or other filings in appropriate form are filed in the offices specified on Schedule 3.19(a) (or, in 6 to the case of Collateral delivered after the date hereof in accordance with the provisions of Section 5.12, in the appropriate filing offices)Perfection Certificate, the Lien security interest created under by the Collateral Security Agreement will shall constitute a fully perfected Lien on, and security interest in, in all right, title and interest of the Loan Parties grantors thereunder in such Collateral (other than the Intellectual Property, Property (as defined in the Collateral Security Agreement)), in each case prior and superior in right to any other personPerson, other than Permitted with respect to Liens that may take priority as a matter of law, and as otherwise provided in the Pari Passu Intercreditor Agreementpermitted by Section 6.02. (bc) Upon When the recordation of the Collateral Security Agreement (or a short-form security agreement summary thereof) is filed in form and substance reasonably satisfactory to the Borrower and the Administrative Agent) with the United States Patent and Trademark Office and the United States Copyright Office, together with Office and the financing statements or such other filings referred to in appropriate form filed in the offices specified on Schedule 3.19(aSection 3.17(b) (or, in the case of Collateral delivered after the date hereof in accordance with the provisions of Section 5.12, in the appropriate filing offices)above are appropriately filed, the Lien security interest created under by the Collateral Security Agreement shall constitute a fully perfected Lien on, and security interest in, in all right, title and interest of the Loan Parties grantors thereunder in Patents and Trademarks the Intellectual Property (as each term is defined in the Collateral Security Agreement) registered in which a security interest may be perfected by filing, recording or applied for with registering a security agreement, financing statement or analogous document in the United States Patent and Trademark Office or Copyrights (as defined in the Collateral Agreement) registered or applied for with the United States Copyright Office, as the case may beapplicable, in each case prior and superior in right to any other person other than Permitted Liens that may take priority as a matter of law, and as otherwise provided in the Pari Passu Intercreditor Agreement Person (it being understood that subsequent recordings in the United States Patent and Trademark Office and the United States Copyright Office and subsequent UCC filings may be necessary to perfect a Lien lien on registered or applied for Patentstrademarks, Trademarks, or Copyrights, trademark applications and copyrights acquired by the Loan Parties after the date hereofOriginal Effective Date), other than with respect to Liens permitted by Section 6.02. (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 benefit of the Secured Parties, a legal, valid and enforceable Lien on all of the applicable mortgagor’s 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 Lien created by each Mortgage shall constitute a perfected Lien on all right, title and interest of the applicable mortgagor 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 permitted by Section 6.02. (e) Following the execution of any Foreign Security Document pursuant to Section 4.03, each Foreign Security Document shall be effective to create in favor of the Collateral Agent, for the benefit of the Secured Parties, a legal, valid and enforceable security interest in the applicable collateral covered by such Foreign Security Document, and when the actions specified in such Foreign Security Document, if any, are completed, the security interest created by such Foreign Security Document shall constitute a perfected security interest in all right, title and interest of the grantors thereunder in such collateral to the full extent possible under the laws of the applicable foreign jurisdiction, in each case prior and superior in right to any other Person, other than with respect to Liens permitted by Section 6.02.

Security Documents. (a) The Collateral Agreement, upon execution and delivery thereof by the parties thereto, will Security Agreement is effective to create in favor of the Collateral Administrative Agent, for acting on behalf of the ratable benefit holders of the Secured PartiesObligations, a legal, valid and enforceable Liens on, and security interest in interests in, the Collateral (as defined in the Collateral Security Agreement) and the proceeds thereof and and, (i) when financing statements or and other filings in appropriate form are filed in the offices specified on Schedule 3.19(aappropriate offices, and (ii) upon the taking of possession or control by the Administrative Agent of the Collateral (or, as defined in the case of Collateral delivered after the date hereof in accordance Security Agreement) with the provisions of Section 5.12, in the appropriate filing offices)respect to which a security interest may be perfected only by possession or control, the Lien Liens created under by the Collateral Security Agreement will 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 such the Collateral (other than Intellectual Property, as defined in the Security Agreement) (other than (A) the patents, trademarks, tradestyles, copyrights, and other intellectual property rights (including all registrations and applications therefor) and (B) such Collateral (as defined in the Security Agreement) in which a security interest cannot be perfected under the UCC as in effect at the relevant time in the relevant jurisdiction or in respect of which perfection is not required at such time by this Agreement or the Security Agreement), in each case prior and superior in right subject to any other person, no Liens other than Permitted Liens that may take priority as a matter of law, and as otherwise provided in the Pari Passu Intercreditor Agreementthose permitted by Section 8.8 hereof. (b) Upon When (i) the recordation of the Collateral Security Agreement (or a short-short form security agreement thereof is filed in form and substance reasonably satisfactory to the Borrower and the Administrative Agent) with the United States Patent and Trademark Office and the United States Copyright Office, together with the as applicable, and (ii) financing statements or such and other filings in appropriate form are filed in the offices specified on Schedule 3.19(a) (or, in the case of Collateral delivered after the date hereof in accordance with the provisions of Section 5.12, in the appropriate filing applicable offices), the Lien Liens created under the Collateral by such Security Agreement shall constitute a fully perfected Lien Liens on, and security interest interests in, all right, title and interest of the Loan Parties in Patents and Trademarks (as each term is defined grantors thereunder in the Collateral Agreement) registered or applied for with the United States Patent patents, trademarks, tradestyles, copyrights, and Trademark Office or Copyrights other intellectual property rights (as defined in the Collateral Agreement) registered or applied for with the United States Copyright Office, as the case may beincluding all registrations and applications therefor), in each case prior and superior in right subject to any other person no Liens other than Permitted Liens that may take priority as a matter of law, and as otherwise provided in the Pari Passu Intercreditor 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 or applied for Patents, Trademarks, or Copyrights, acquired those permitted by the Loan Parties after the date Section 8.8 hereof).

Security Documents. (a) The Collateral Pledge and Security Agreement, upon execution and delivery thereof by the parties thereto, will 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 Collateral Pledge and Security Agreement) and the proceeds thereof thereof, except as may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws relating to or limiting creditors’ rights generally or by equitable principles relating to enforceability, and (i) when financing statements or other filings in appropriate form are filed the certificates evidencing Pledged Interests (as defined in the offices specified on Schedule 3.19(aPledge and Security Agreement) are delivered to Collateral Agent (or, in the case of Collateral delivered after the date hereof in accordance together with the provisions of Section 5.12, in the appropriate filing officesblank endorsements), the Lien created under the Collateral Pledge and Security Agreement will shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Credit Parties in such Collateral Pledged Equity Interests (other than Intellectual Property, as defined in the Collateral Pledge and Security Agreement), ) in each case prior and superior in right to any adverse claim of any other person, other than Permitted Liens that may take priority as a matter of lawPerson, and as otherwise provided (ii) when financing statements in appropriate form are filed in the Pari Passu Intercreditor Agreementoffices specified on Schedule 2 thereto, the Lien created under the Pledge and Security Agreement will constitute a perfected First Priority Lien on, and security interest in, all right, title and interest of the Credit Parties in such Collateral in which such a Lien can be perfected through such filings. (b) Upon the recordation of the Collateral any Intellectual Property Security Agreement (or a short-form security agreement in form and substance reasonably satisfactory to the Borrower and the Administrative Agent) with the United States Patent and Trademark Office and the United States Copyright Office, together with the financing statements or such other filings in appropriate form filed in the offices specified on Schedule 3.19(a) (or, in 2 of the case of Collateral delivered after the date hereof in accordance with the provisions of Section 5.12, in the appropriate filing offices)Pledge and Security Agreement, the Lien created under the Collateral Pledge and Security Agreement shall constitute a fully perfected First Priority Lien on, and security interest in, all right, title and interest of the Loan Credit Parties in Patents and Trademarks (as each term is defined in the Collateral Agreement) registered or applied for with the United States Patent and Trademark Office or Copyrights Pledged IP (as defined in the Collateral Pledge and Security Agreement) registered or applied for with in which a security interest may be perfected by filing in the United States Copyright Office, as the case may be, in each case prior and superior in right to any other person other than Permitted Liens that may take priority as a matter of law, its territories and as otherwise provided in the Pari Passu Intercreditor Agreement possessions (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 or applied for Patentstrademarks and patents, Trademarks, or Copyrights, trademark and patent applications and registered copyrights acquired by the Loan Credit Parties after the date hereof).

Security Documents. (a) The Collateral Security Agreement, upon execution and delivery thereof by the parties thereto, will create in favor of the Collateral Administrative Agent, for the ratable benefit of the Secured Parties, a legal, valid and enforceable security interest in the Collateral (as defined in the Collateral Security Agreement) and the proceeds thereof and (i) when the Pledged Collateral (as defined in the Security Agreement), other than uncertificated securities, uncertificated limited liability company interests and uncertificated partnership interests, is delivered to the Administrative Agent together with the proper endorsements, the Lien created under Security Agreement shall constitute a fully perfected first priority 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, and (ii) when financing statements or other filings in appropriate form are filed in the offices specified on Schedule 3.19(a) (or, in the case of Collateral delivered after the date hereof in accordance with the provisions of Section 5.12, in the appropriate 4.18 and all applicable filing offices)fees have been paid, the Lien created under the Collateral Security Agreement will constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such the Collateral (other than Intellectual Property, as defined in the Collateral Security Agreement)) to the extent such security interest may be perfected by the filing of a UCC financing statement, in each case prior and superior in right to any other personPerson, other than with respect to Permitted Liens that may take priority as a matter of law, and as otherwise provided in the Pari Passu Intercreditor AgreementPrior Liens. (b) Upon the recordation of the Collateral Security Agreement (or a short-short form security agreement in form and substance reasonably satisfactory to the Borrower and the Administrative Agent) with the United States Patent and Trademark Office and the United States Copyright Office, together with the financing statements or such other filings in appropriate form filed in the offices specified on Schedule 3.19(a) (or, in the case of Collateral delivered after the date hereof in accordance with the provisions of Section 5.12, in the appropriate filing offices)4.18, the Lien created under the Collateral Security Agreement shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in Patents and Trademarks (as each term is defined in the Collateral Agreement) registered or applied for with the United States Patent and Trademark Office or Copyrights Intellectual Property (as defined in the Collateral Security 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 Person, other than with respect to Permitted Liens that may take priority Prior Liens. (c) Each Control Agreement with respect to Deposit Accounts and Securities Accounts (as such terms are defined in the Security Agreement), upon execution and delivery thereof by the parties thereto, will create in favor of the Administrative Agent, for the ratable benefit of the Secured Parties, a matter of lawlegal, valid and enforceable security interest in the Collateral held therein and constitute a fully perfected Lien on, and as otherwise provided in the Pari Passu Intercreditor Agreement (it being understood that subsequent recordings in the United States Patent security interest in, all right, title and Trademark Office and the United States Copyright Office may be necessary to perfect a Lien on registered or applied for Patents, Trademarks, or Copyrights, acquired by interest of the Loan Parties after in such Collateral, in each case prior and superior in right to any other Person, other than with respect to Permitted Prior Liens and except as otherwise expressly provided in such Control Agreement and in Sections 9-327 and 9-340 of Article 9 of the date hereofUCC. (d) The Pledge Agreement, upon execution and delivery thereof by the parties thereto, will create in favor of the Administrative Agent, for the ratable benefit of the Secured Parties, a legal, valid and enforceable security interest in the Collateral (as defined in the Pledge Agreement) and the proceeds thereof and (i) when the Pledged Collateral (as defined in the Pledge Agreement), other than uncertificated securities, uncertificated limited liability company interests and uncertificated partnership interests, is delivered to the Administrative Agent together with the proper endorsements, the Lien created under Pledge Agreement shall constitute a fully perfected first priority Lien on, and security interest in, all right, title and interest of the VPDI in such Pledged Collateral, in each case prior and superior in right to any other Person, and (ii) when financing statements in appropriate form are filed in the offices specified on Schedule 4.18 and all applicable filing fees have been paid, the Lien created under the Pledge Agreement will constitute a fully perfected Lien on, and security interest in, all right, title and interest of VPDI in such Collateral to the extent such security interest may be perfected by the filing of a UCC financing statement, in each case prior and superior in right to any other Person, other than with respect to Permitted Prior Liens.

Security Documents. (a) The Except as otherwise provided in Section 3.19(b) and Section 3.19(c), the Collateral Agreement, upon execution and delivery thereof by the parties thereto, will create Agreement creates in favor of the Collateral AgentTrustee, for the ratable benefit of the Secured Parties, a legal, valid and enforceable security interest in the Collateral to the extent intended to be created thereby and required therein and (i) upon the taking of possession or control by the Collateral Trustee of the Pledged Collateral as defined in required by the Collateral Agreement) and the proceeds thereof and when financing statements or other filings in appropriate form are filed in the offices specified on Schedule 3.19(a) (or, in the case of Collateral delivered after the date hereof in accordance with the provisions of Section 5.12, in the appropriate filing offices), the Lien Liens created under by the Collateral Agreement will shall constitute a fully perfected Lien Liens on, and security interest interests in, all right, title and interest of the Loan Parties grantors in such Collateral (other than Intellectual Property, as defined in the Collateral Agreement)Pledged Collateral, in each case prior and superior in right to any other person, other than Permitted Liens that may take priority as a matter of law, and as otherwise provided in the Pari Passu Intercreditor Agreement. (bii) Upon the recordation of the Collateral Agreement (or a short-form security agreement in form and substance reasonably satisfactory to the Borrower and the Administrative Agent) with the United States Patent and Trademark Office and the United States Copyright Office, together with the when financing statements or such other filings in appropriate form filed in are accepted by the appropriate filing offices specified on Schedule 3.19(a) (or, in the case of Collateral delivered after the date hereof in accordance with the provisions of Section 5.12, in the appropriate filing offices), the Lien created under the Collateral Agreement shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in Patents and Trademarks (as each term is defined all Collateral in which a security interest therein may be perfected by the Collateral Agreement) registered or applied for with the United States Patent and Trademark Office or Copyrights (as defined filing of financing statements in the Collateral Agreement) registered or applied for with the United States Copyright Office, as the case may besuch offices, in each case prior and superior in right to any other person person, other than Permitted with respect to Liens that may take priority expressly permitted by Section 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 appropriate form filed in the offices specified on Schedule 3.19(a), the Lien created under the Collateral Agreement shall constitute a matter of lawfully perfected Lien on, and as otherwise provided security interest in, all right, title and interest of the Loan Parties in the Pari Passu Intercreditor Agreement Intellectual Property (as defined in the 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 prior and superior in right to any other person, other than with respect to Liens expressly permitted by Section 6.02 (it being understood that subsequent recordings in the United States Patent and Trademark Office and or the United States Copyright Office may be necessary to perfect a Lien on registered or applied for Patentstrademarks and patents, Trademarks, or Copyrights, trademark and patent applications and registered copyrights acquired by the Loan Parties after the date hereofClosing 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. (a) The Collateral Agreement, upon execution and delivery thereof by the parties thereto, will 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 Collateral Agreement) and the proceeds thereof and (i) when the Pledged Debt and Pledged Equity are delivered to the collateral agent under the First Lien Credit Agreement (to be held as contemplated by the Intercreditor Agreement), the Lien created under the Collateral 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 Collateral, in each case prior and superior in right to any other person, other than the First Priority Liens, and (ii) when financing statements or other filings in appropriate form are filed in the offices specified on Schedule 3.19(a) (or, in the case of Collateral delivered after the date hereof in accordance with the provisions of Section 5.12, in the appropriate filing offices3.27(a), the Lien created under the 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 (other than Intellectual Property, as defined in the Collateral Agreement), in each case prior and superior in right to any other person, other than Permitted with respect to Liens that may take priority as a matter of law, and as otherwise provided in the Pari Passu Intercreditor Agreementexpressly permitted by Section 6.02. (b) Upon the recordation of the Collateral Agreement (or a short-form security agreement in form and substance reasonably satisfactory to the Borrower and the Administrative Collateral Agent) with the United States Patent and Trademark Office and the United States Copyright Office, together with the financing statements or such other filings in appropriate form filed in the offices specified on Schedule 3.19(a) (or, in the case of Collateral delivered after the date hereof in accordance with the provisions of Section 5.12, in the appropriate filing offices3.27(a), the Lien created under the Collateral Agreement shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in Patents and Trademarks (as each term is defined in the Collateral Agreement) registered or applied for with the United States Patent and Trademark Office or Copyrights Intellectual Property (as defined in the Collateral Agreement) registered or applied for with in which a security interest may be perfected by filing in the United States Copyright Office, as the case may beand its territories and possessions, in each case prior and superior in right to any other person other than Permitted Liens that may take priority as a matter of law, and as otherwise provided in the Pari Passu Intercreditor 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 or applied for Patentstrademarks and patents, Trademarks, or Copyrights, trademark and patent applications and registered copyrights acquired by the Loan Parties after the date hereof), except as otherwise permitted under Section 6.02. (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 Property thereunder and the proceeds thereof, and when the Mortgages are filed in the offices specified on Schedule 3.27(c), the Mortgages shall constitute a fully 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 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. (d) The Vessel 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 marine vessel thereunder and the proceeds thereof, and when the Vessel Mortgages are filed in the offices specified on Schedule 3.27(d), the Vessel Mortgages shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such marine vessel 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. (a) The Collateral Agreement, upon execution and delivery thereof by the parties thereto, will Pledge 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 Collateral Pledge Agreement) and and, when the proceeds thereof and when financing statements or other filings in appropriate form are filed in Collateral is delivered to the offices specified on Schedule 3.19(a) (or, in the case of Collateral delivered after the date hereof in accordance with the provisions of Section 5.12, in the appropriate filing offices)Agent, the Lien created under the Collateral Pledge Agreement will shall 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 (other than Intellectual Property, as defined in the Collateral Agreement)Collateral, in each case prior and superior in right to any other person, other than Permitted Liens that may take priority as a matter of law, and as otherwise provided in the Pari Passu Intercreditor Agreement. (b) Upon the recordation The Security Agreement is effective to create in favor of the Collateral Agreement Agent, for the ratable benefit of the Secured Parties, a legal, valid and enforceable security interest in the Collateral (or a short-form security agreement as defined in form and substance reasonably satisfactory to the Borrower and the Administrative AgentSecurity Agreement) with the United States Patent and Trademark Office and the United States Copyright Officeand, together with the when financing statements or such other filings in appropriate form are filed in the offices specified on Schedule 3.19(a) (or, in 6 to the case of Collateral delivered after the date hereof in accordance with the provisions of Section 5.12, in the appropriate filing offices)Perfection Certificate, the Lien created under the Collateral 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 Patents and Trademarks such Collateral (other than the Intellectual Property, as each term is defined in the Collateral Security Agreement), in each case (assuming release of security interests under the Existing Credit Agreement) registered or applied for 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 or Copyrights (as defined in the Collateral Agreement) registered or applied for with and the United States Copyright Office, the 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 (as defined in the case may beSecurity Agreement), in each case prior and superior in right to any other person other than Permitted Liens that may take priority as a matter of law, and as otherwise provided in the Pari Passu Intercreditor 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 lien on registered or applied for Patentstrademarks, Trademarks, or Copyrights, trademark applications and copyrights acquired by the Loan Parties grantors after the date hereof).

Security Documents. (a) The Guarantee and Collateral Agreement, upon execution and delivery thereof by the parties thereto, will create in favor of the Collateral Administrative Agent, for the ratable benefit of the Secured Parties, a legal, valid and enforceable security interest in the Collateral (as defined in the Guarantee and Collateral Agreement) and the proceeds thereof and (i) when the Pledged Collateral (as defined in the Guarantee and Collateral Agreement) is delivered to the Administrative Agent, the Guarantee and Collateral Agreement shall constitute a fully perfected first priority 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, and (ii) when financing statements or other filings in appropriate form are filed in the offices specified on Schedule 3.19(a) (or, in the case of Collateral delivered after the date hereof in accordance with the provisions of Section 5.12, in the appropriate filing offices), the Lien created under the Guarantee and Collateral Agreement will constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in all such Collateral as to which a security interest may be perfected by such a filing (other than Intellectual Property, as defined in the Guarantee and Collateral Agreement), in each case prior and superior in right to any other person, other than Permitted with respect to Liens that may take priority as a matter of law, and as otherwise provided in the Pari Passu Intercreditor Agreementexpressly permitted by Section 6.2. (b) Upon the recordation of the Guarantee and Collateral Agreement (or a short-form security agreement in form and substance reasonably satisfactory to the Borrower and the Administrative Agent) with the United States Patent and Trademark Office and the United States Copyright Office, together with the financing statements or such other filings in appropriate form filed in the offices specified on Schedule 3.19(a) (or, in the case of Collateral delivered after the date hereof in accordance with the provisions of Section 5.12, in the appropriate filing offices), 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 Patents and Trademarks (as each term is defined in the Collateral Agreement) registered or applied for with the United States Patent and Trademark Office or Copyrights Intellectual Property (as defined in the Guarantee and Collateral Agreement) registered or applied for with in which a security interest may be perfected by filing in the United States Copyright Office, as the case may beand its territories and possessions, in each case prior and superior in right to any other person other than Permitted Liens that may take priority as a matter of law, and as otherwise provided in the Pari Passu Intercreditor 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 or applied for Trademarks, trademark applications, Patents, Trademarks, or Copyrights, patent applications and Copyrights acquired by the Loan Parties after the date hereof). (c) 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 Property thereunder and the proceeds thereof, and when the Mortgages are recorded in the offices specified on Schedule 3.19(c), the Mortgages shall constitute a fully 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 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 6.2.

Security Documents. (a) The Guarantee and Collateral Agreement, upon execution and delivery thereof by the parties thereto, will 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 Guarantee and Collateral Agreement) and the proceeds thereof and (i) when the Pledged Collateral (as defined in the Guarantee and Collateral Agreement) is delivered to the Collateral Agent, the Guarantee and Collateral Agreement shall constitute a fully perfected first priority 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, and (ii) when financing statements or other filings in appropriate form are filed in the offices specified on Schedule 3.19(a) (or, in the case of Collateral delivered after the date hereof in accordance with the provisions of Section 5.12, in the appropriate filing offices3.18(a), the Lien created under the Guarantee and Collateral Agreement will constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral (other than Intellectual Property, as defined in the Guarantee and Collateral Agreement), in each case prior and superior in right to any other person, other than Permitted with respect to Liens that may take priority as a matter of law, and as otherwise provided in the Pari Passu Intercreditor Agreementexpressly permitted by Section 6.02. (b) Upon the recordation of the Guarantee and Collateral Agreement (or a short-form security agreement in form and substance reasonably satisfactory to the Borrower and the Administrative Agent) with the United States Patent and Trademark Office and the United States Copyright Office, together with the financing statements or such other filings in appropriate form filed in the offices specified on Schedule 3.19(a) (or, in the case of Collateral delivered after the date hereof in accordance with the provisions of Section 5.12, in the appropriate filing offices3.18(a), 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 Patents and Trademarks (as each term is defined in the Collateral Agreement) registered or applied for with the United States Patent and Trademark Office or Copyrights Intellectual Property (as defined in the Guarantee and Collateral Agreement) registered or applied for with in which a security interest may be perfected by filing in the United States Copyright Office, as the case may beof America and its territories and possessions, in each case prior and superior in right to any other person other than Permitted Liens that may take priority as a matter of law, and as otherwise provided in the Pari Passu Intercreditor 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 or applied for Patentstrademarks and patents, Trademarks, or Copyrights, trademark and patent applications and registered copyrights acquired by the Loan Parties after the date hereof). (c) The Mortgages, if any, 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 Property thereunder and the proceeds thereof, and when such Mortgages are filed in the proper real estate filing offices, such Mortgages shall constitute a fully 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 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. (a) The Collateral Agreement, upon execution and delivery thereof by the parties thereto, will Pledge 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 Collateral Pledge Agreement) and, when the Collateral is delivered to the Collateral Agent, the Pledge Agreement shall constitute a fully perfected first priority Lien on, and security interest in, all right, title and interest of the proceeds thereof 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, when financing statements or other filings in appropriate form are filed in the offices specified on Schedule 3.19(a) (or, in 6 to the case of Collateral delivered after the date hereof in accordance with the provisions of Section 5.12, in the appropriate filing offices)Perfection Certificate, the Lien created under the Collateral Security Agreement will shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties grantors thereunder in such Collateral (other than the Intellectual Property, Property (as defined in the Collateral Security Agreement), in each case prior and superior in right to any other person, other than Permitted with respect to Liens that may take priority as a matter of law, and as otherwise provided in the Pari Passu Intercreditor Agreementexpressly permitted by Section 6.02. (bc) Upon When the recordation of the Collateral Security Agreement (or a short-form security agreement is filed in form and substance reasonably satisfactory to the Borrower and the Administrative Agent) with the United States Patent and Trademark Office and the United States Copyright Office, together with the financing statements or such other filings in appropriate form filed in the offices specified on Schedule 3.19(a) (or, in the case of Collateral delivered after the date hereof in accordance with the provisions of Section 5.12, in the appropriate filing offices), the Lien created under the Collateral Security Agreement shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in Patents and Trademarks the Intellectual Property (as each term is defined in the Collateral Security Agreement) registered in which a security interest may be perfected by filing, recording or applied for with registering a security agreement, financing statement or analogous document in the United States Patent and Trademark Office or Copyrights (as defined in the Collateral Agreement) registered or applied for with the United States Copyright Office, as the case may beapplicable, in each case prior and superior in right to any other person other than Permitted Liens that may take priority as a matter of law, and as otherwise provided in the Pari Passu Intercreditor 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 lien on registered or applied for Patentstrademarks, Trademarks, or Copyrights, trademark applications and copyrights acquired by the Loan Parties after the date hereof).

Security Documents. (a) The Collateral Agreement, upon execution and delivery thereof by the parties thereto, will 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 Collateral Agreement) and the proceeds thereof and (i) when the Pledged Debt and Pledged Equity are delivered to the Collateral Agent, the Lien created under the Collateral Agreement shall constitute a fully perfected first priority Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral, in each case prior and superior in right to any other person, and (ii) when financing statements or other filings in appropriate form are filed in the offices specified on Schedule 3.19(a) (or, in the case of Collateral delivered after the date hereof in accordance with the provisions of Section 5.12, in the appropriate filing offices3.27(a), the Lien created under the 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 (other than Intellectual Property, as defined in the Collateral Agreement), in each case prior and superior in right to any other person, other than Permitted with respect to Liens that may take priority as a matter of law, and as otherwise provided in the Pari Passu Intercreditor Agreementexpressly permitted by Section 6.02. (b) Upon the recordation of the Collateral Agreement (or a short-form security agreement in form and substance reasonably satisfactory to the Borrower and the Administrative Collateral Agent) with the United States Patent and Trademark Office and the United States Copyright Office, together with the financing statements or such other filings in appropriate form filed in the offices specified on Schedule 3.19(a) (or, in the case of Collateral delivered after the date hereof in accordance with the provisions of Section 5.12, in the appropriate filing offices3.27(a), the Lien created under the Collateral Agreement shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in Patents and Trademarks (as each term is defined in the Collateral Agreement) registered or applied for with the United States Patent and Trademark Office or Copyrights Intellectual Property (as defined in the Collateral Agreement) registered or applied for with in which a security interest may be perfected by filing in the United States Copyright Office, as the case may beand its territories and possessions, in each case prior and superior in right to any other person other than Permitted Liens that may take priority as a matter of law, and as otherwise provided in the Pari Passu Intercreditor 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 or applied for Patentstrademarks and patents, Trademarks, or Copyrights, trademark and patent applications and registered copyrights acquired by the Loan Parties after the date hereof), except as otherwise permitted under Section 6.02. (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 Property thereunder and the proceeds thereof, and when the Mortgages are filed in the offices specified on Schedule 3.27(c), the Mortgages shall constitute a fully 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 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. (d) The Vessel 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 marine vessel thereunder and the proceeds thereof, and when the Vessel Mortgages are filed in the offices specified on Schedule 3.27(d), the Vessel Mortgages shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such marine vessel 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. (a) The Collateral Agreement, upon execution and delivery thereof by the parties thereto, will Pledge 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 Collateral Pledge Agreement) and, when such Collateral is delivered to the Collateral Agent and for so long as the proceeds thereof Collateral Agent remains in possession of such Collateral, the security interest created by the Pledge Agreement shall constitute a perfected first priority 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 benefit of the Secured Parties, a legal, valid and enforceable security interest in the Collateral (as defined in the Security Agreement) and, when financing statements or other filings in appropriate form are filed in the offices specified on Schedule 3.19(a) (or, in 6 to the case of Collateral delivered after the date hereof in accordance with the provisions of Section 5.12, in the appropriate filing offices)Perfection Certificate, the Lien security interest created under by the Collateral Security Agreement will shall constitute a fully perfected Lien on, and security interest in, in all right, title and interest of the Loan Parties grantors thereunder in such Collateral (other than the Intellectual Property, Property (as defined in the Collateral Security Agreement)), in each case prior and superior in right to any other personPerson, other than Permitted with respect to Liens that may take priority as a matter of law, and as otherwise provided in the Pari Passu Intercreditor Agreementpermitted by Section 6.02. (bc) Upon When the recordation of the Collateral Security Agreement (or a short-form security agreement summary thereof) is filed in form and substance reasonably satisfactory to the Borrower and the Administrative Agent) with the United States Patent and Trademark Office and the United States Copyright Office, together with Office and the financing statements or such other filings referred to in appropriate form filed in the offices specified on Schedule 3.19(aSection 3.17(b) (or, in the case of Collateral delivered after the date hereof in accordance with the provisions of Section 5.12, in the appropriate filing offices)above are appropriately filed, the Lien security interest created under by the Collateral Security Agreement shall constitute a fully perfected Lien on, and security interest in, in all right, title and interest of the Loan Parties grantors thereunder in Patents and Trademarks the Intellectual Property (as each term is defined in the Collateral Security Agreement) registered in which a security interest may be perfected by filing, recording or applied for with registering a security agreement, financing statement or analogous document in the United States Patent and Trademark Office or Copyrights (as defined in the Collateral Agreement) registered or applied for with the United States Copyright Office, as the case may beapplicable, in each case prior and superior in right to any other person other than Permitted Liens that may take priority as a matter of law, and as otherwise provided in the Pari Passu Intercreditor Agreement Person (it being understood that subsequent recordings in the United States Patent and Trademark Office and the United States Copyright Office and subsequent UCC filings may be necessary to perfect a Lien lien on registered or applied for Patentstrademarks, Trademarks, or Copyrights, trademark applications and copyrights acquired by the Loan Parties after the date hereofClosing Date), other than with respect to Liens permitted by Section 6.02. (d) Each Mortgage, upon execution and delivery thereof by the parties thereto, 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 benefit of the Secured Parties, a legal, valid and enforceable Lien on all of the applicable mortgagor’s right, title and interest in and to the Mortgaged Properties thereunder and the proceeds thereof, and when the Mortgages are filed in the appropriate offices, the Lien created by each Mortgage shall constitute a perfected Lien on all right, title and interest of the applicable mortgagor 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 permitted by Section 6.02. (e) Following the execution of any Foreign Security Document pursuant to Section 4.03, each Foreign Security Document shall be effective to create in favor of the Collateral Agent, for the benefit of the Secured Parties, a legal, valid and enforceable security interest in the applicable collateral covered by such Foreign Security Document, and when the actions specified in such Foreign Security Document, if any, are completed, the security interest created by such Foreign Security Document shall constitute a perfected security interest in all right, title and interest of the grantors thereunder in such collateral to the full extent possible under the laws of the applicable foreign jurisdiction, in each case prior and superior in right to any other Person, other than with respect to Liens permitted by Section 6.02.

Security Documents. The Term Collateral Agreement and each other Term Security Document (aother than any Mortgages) The Collateral Agreement, upon execution executed and delivery thereof delivered by the parties thereto, will a Loan Party is effective to create in favor of the Collateral Term Administrative Agent, for the ratable benefit of the Secured Parties, a legal, valid valid, binding and enforceable security interest in the Collateral described therein, except as enforceability may be limited by applicable Debtor Relief Laws and by general equitable principles (whether enforcement is sought by proceedings in equity or at law). Subject to the last paragraph of the Collateral and Guarantee Requirement and except as defined otherwise provided under applicable Requirements of Law (including the UCC), in the case of (i) the Pledged Equity Interests described in the Term Collateral Agreement, when any stock certificates representing such Pledged Equity Interests (and constituting “certificated securities” within the meaning of the UCC) are delivered to the Term Administrative Agent, (ii) 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 Term Administrative Agent of such Collateral, and (iii) the proceeds thereof and other personal property Collateral described in the Security Documents, when financing statements or other filings in appropriate form are filed in the offices specified on Schedule 3.19(a) (or, in the case of Collateral delivered after the date hereof in accordance with the provisions of Section 5.12, in the appropriate filing offices), the Lien created under the Collateral Agreement will constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties appropriate assignments or notices are filed in such Collateral (other than Intellectual Property, as defined in the Collateral Agreement), in each case prior and superior in right to any other person, other than Permitted Liens that may take priority as a matter of law, and as otherwise provided in the Pari Passu Intercreditor Agreement. (b) Upon the recordation of the Collateral Agreement (or a short-form security agreement in form and substance reasonably satisfactory to the Borrower and the Administrative Agent) with the United States Patent and Trademark Office and or the United States Copyright Office, together with the financing statements or as applicable, and such other filings in appropriate form filed in as are specified by the offices specified on Schedule 3.19(a) (or, in the case of Term Collateral delivered after the date hereof in accordance with the provisions of Section 5.12, in the appropriate filing offices)Agreement have been completed, the Lien on the Collateral created under by the Term Collateral Agreement shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in Patents and Trademarks (as each term is defined in the Collateral Agreement) registered or applied for with the United States Patent and Trademark Office or Copyrights (as defined in the Collateral Agreement) registered or applied for with the United States Copyright Officesuch Collateral, as security for the case may beSecured Obligations, in each case prior and superior in right to the Liens of any other person other than Permitted Person (except Liens that may take priority as a matter of law, and as otherwise provided in the Pari Passu Intercreditor 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 or applied for Patents, Trademarks, or Copyrights, acquired by the Loan Parties after the date hereofpermitted under Section 6.02).

Security Documents. (a) The Guarantee and Collateral Agreement, upon execution and delivery thereof by the parties thereto, will 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 Guarantee and Collateral Agreement) and the proceeds thereof and (i) when the Pledged Collateral (as defined in the Guarantee and Collateral Agreement) is delivered to the Collateral Agent, the Liens created under Guarantee and Collateral Agreement shall constitute fully perfected first priority Liens on, and security interests 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, and (ii) when financing statements or other filings in appropriate form are filed in the offices specified on Schedule 3.19(a) (or, in the case of Collateral delivered after the date hereof in accordance with the provisions of Section 5.12, in the appropriate filing offices3.16(a), the Lien created under the Guarantee and Collateral Agreement will constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral (other than Registered Intellectual Property, as defined in the Guarantee and Collateral Agreement), in each case prior and superior in right to any other person, other than with respect to Permitted Liens that may take priority as a matter of law, and as otherwise provided in the Pari Passu Intercreditor AgreementLiens. (b) Upon the recordation of the Collateral IP Security Agreement (or a short-form security agreement in form and substance reasonably satisfactory to the Borrower and the Administrative Agent) with the United States Patent and Trademark Office and the United States Copyright Office, together with the Uniform Commercial Code financing statements or such other filings in appropriate form filed in the offices specified on Schedule 3.19(a) (or, in the case of Collateral delivered after the date hereof in accordance with the provisions of Section 5.12, in the appropriate filing offices3.16(a), the any 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 Patents and Trademarks (as each term is defined in the Collateral Agreement) registered or applied for with the United States Patent and Trademark Office or Copyrights Registered Intellectual Property (as defined in the Guarantee and Collateral Agreement) registered or applied for with to the United States Copyright Office, as the case extent in which a security interest may bebe perfected by making such filings, in each case prior and superior in right to any other person person, other than with respect to Permitted Liens that may take priority as a matter of law, and as otherwise provided in the Pari Passu Intercreditor 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 or applied for Patentstrademarks and patents, Trademarks, or Copyrights, trademark and patent applications and registered copyrights acquired by the Loan Parties after the date hereof). (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 and security interest on all of the Loan Parties’ right, title and interest in and to the Mortgaged Property thereunder and the proceeds thereof, and when the Mortgages are recorded in the offices specified on Schedule 3.16(c), the Mortgages shall constitute a fully 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 prior and superior in right to any other person, other than with respect to the rights of persons pursuant to Permitted Liens. (d) Each Security Document, other than any Security Document referred to in the preceding paragraphs of this Section, upon execution and delivery thereof by the parties thereto and the making of the filings and taking of the other actions provided for therein, will be effective under applicable law to create in favor of the Collateral Agent, for the benefit of the Secured Parties, a valid and enforceable security interest in the Collateral subject thereto, and will constitute a fully perfected security interest in all right, title and interest of the Loan Parties in the Collateral subject thereto, prior and superior to the rights of any other Person, except for rights secured by Permitted Liens.

Security Documents. (a) The Collateral Agreement, upon execution and delivery thereof by the parties thereto, will Pledge 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 Collateral Pledge Agreement) and, when the Collateral is delivered to the Collateral 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 proceeds thereof 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, when financing statements or other filings in appropriate form are filed in the offices specified on Schedule 3.19(a) (or, in 6 to the case of Collateral delivered after the date hereof in accordance with the provisions of Section 5.12, in the appropriate filing offices)Perfection Certificate, the Lien created under the Collateral Security Agreement will shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties grantors thereunder in such Collateral (other than the Intellectual Property, Property (as defined in the Collateral Security Agreement), in each case prior and superior in right to any other personPerson, other than Permitted with respect to Liens that may take priority as a matter of law, and as otherwise provided in the Pari Passu Intercreditor Agreementexpressly permitted by Section 6.02. (bc) Upon When the recordation of the Collateral Security Agreement (or a short-form security agreement is filed in form and substance reasonably satisfactory to the Borrower and the Administrative Agent) with the United States Patent and Trademark Office and the United States Copyright Office, together with the financing statements or such other filings in appropriate form filed in the offices specified on Schedule 3.19(a) (or, in the case of Collateral delivered after the date hereof in accordance with the provisions of Section 5.12, in the appropriate filing offices), the Lien created under the Collateral Security Agreement shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in Patents and Trademarks the Intellectual Property (as each term is defined in the Collateral Security Agreement) registered in which a security interest may be perfected by filing, recording or applied for with registering a security agreement, financing statement or analogous document in the United States Patent and Trademark Office or Copyrights (as defined in the Collateral Agreement) registered or applied for with the United States Copyright Office, as the case may beapplicable, in each case prior and superior in right to any other person Person other than Permitted Liens that may take priority as a matter of law, and as otherwise provided in the Pari Passu Intercreditor Agreement expressly permitted by Section 6.02 (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 or applied for Patentstrademarks, Trademarks, or Copyrights, trademark applications and copyrights acquired by the Loan Parties after the date hereof).

Security Documents. (a) The Guarantee and Collateral Agreement, upon execution and delivery thereof by the parties thereto, will 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 Guarantee and Collateral Agreement) and the proceeds thereof or by the delivery of a certificated security) and (i) when the Pledged Collateral (as defined in the Guarantee and Collateral Agreement) is delivered to the Collateral Agent, the Lien created under Guarantee and Collateral Agreement shall constitute a fully perfected first priority 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, and (ii) when financing statements or other filings in appropriate form are filed in the offices specified on Schedule 3.19(a) (or, in the case of Collateral delivered after the date hereof in accordance with the provisions of Section 5.12, in the appropriate filing offices3.17(a), the Lien created under the Guarantee and Collateral Agreement will constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral that can be perfected by the filing of a financing statement (or other similar filing) under the Uniform Commercial Code or similar statute in the appropriate filing office of any state in the United States or in the District of Columbia or any other jurisdiction (other than Intellectual Property, as defined in the Guarantee and Collateral Agreement), in each case prior and superior in right to any other personPerson, other than Permitted with respect to Liens that may take priority as a matter of law, and as otherwise provided in the Pari Passu Intercreditor Agreementexpressly permitted by Section 6.02. (b) Upon the recordation of the Guarantee and Collateral Agreement (or a short-form security agreement in form and substance reasonably satisfactory to the Borrower and the Administrative Collateral Agent) with the United States Patent and Trademark Office and the United States Copyright Office, together with the financing statements or such other filings in appropriate form filed in the offices specified on Schedule 3.19(a) (or, in the case of Collateral delivered after the date hereof in accordance with the provisions of Section 5.12, in the appropriate filing offices3.17(a), 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 Patents and Trademarks (as each term is defined in the Collateral Agreement) registered or applied for with the United States Patent and Trademark Office or Copyrights Intellectual Property (as defined in the Guarantee and Collateral Agreement) registered or applied for with in which a security interest may be perfected by filing in the United States Copyright Office, as the case may beand its territories and possessions, in each case prior and superior in right to any other person other than Permitted Liens that may take priority as a matter of law, and as otherwise provided in the Pari Passu Intercreditor Agreement Person (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 or applied for Patentstrademarks and patents, Trademarks, or Copyrights, trademark and patent applications and registered copyrights acquired by the Loan Parties after the date hereofFunding Date). (c) The Mortgages are effective to create in favor of the Collateral Agent, for its benefit and the ratable benefit of the Secured Parties, a legal, valid 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 the proceeds thereof, and when the Mortgages are filed in the offices specified on Schedule 3.17(c), the Mortgages shall constitute a fully perfected first-priority 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 6.02.

Security Documents. (a) The Collateral Pledge and Security Agreement, upon execution and delivery thereof by the parties thereto, will create in favor of the Collateral Agent, for the ratable benefit of the Secured Parties, a legal, valid and enforceable security interest in the Personal Property Collateral (as defined in the Collateral Agreement) and the proceeds thereof described herein and (i) when the Pledged Collateral is delivered to the Collateral Agent in accordance with the terms of the Pledge and Security Agreement, the Lien created under Pledge and Security Agreement shall constitute a fully perfected first priority Lien on, and security interest in, all right, title and interest of the Credit Parties in such Pledged Collateral, in each case prior and superior in right to any other Person and (ii) when financing statements or other filings in appropriate form are filed in the offices specified on Schedule 3.19(a) (or, in the case of Collateral Questionnaire delivered after on the date hereof in accordance with the provisions of Section 5.12, in the appropriate filing offices)Closing Date, the Lien created under the Collateral Pledge and Security Agreement will constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Credit Parties in the Personal Property Collateral described in such Collateral statements (other than Intellectual Property, Property (as defined in the Pledge and Security Agreement) and any Personal Property Collateral Agreement), which may not be perfected by filing of a financing statement) in each case prior and superior in right to any other personPerson, other than Permitted with respect to Liens that may take priority as a matter of law, and as otherwise provided in the Pari Passu Intercreditor Agreementexpressly permitted by Section 6.02. (b) Upon the recordation of the Collateral Pledge and Security Agreement (or a short-form security agreement in form and substance reasonably satisfactory to the Borrower and the Administrative Collateral Agent) with the United States Patent and Trademark Office and the United States Copyright Office, together with the financing statements or such other filings in appropriate form filed in the offices specified on Schedule 3.19(a) (or, in the case of Collateral Questionnaire delivered after on the date hereof in accordance with the provisions of Section 5.12, in the appropriate filing offices)Closing Date, the Lien created under the Collateral Pledge and Security Agreement shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Credit Parties in Patents and Trademarks (as each term is defined in the Collateral Agreement) registered or applied for with the United States Patent and Trademark Office or Copyrights Intellectual Property (as defined in the Collateral Pledge and Security Agreement) registered or applied for with in which a security interest may be perfected by filing in the United States Copyright Office, as the case may beand its territories and possessions, in each case prior and superior in right to any other person Person other than Permitted Liens that may take priority as a matter of law, and as otherwise provided in the Pari Passu Intercreditor Agreement permitted by Section 6.02 (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 or applied for Patentstrademarks and patents, Trademarks, or Copyrights, trademark and patent applications and registered copyrights acquired by the Loan Credit Parties after the date hereofClosing Date). (c) Each Mortgage is effective to create in favor of the Collateral Agent, a legal, valid and enforceable First Priority Lien on all of the applicable Credit Party’s right, title and interest in and to the Closing Date Mortgaged Property thereunder and the proceeds thereof, except as enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws relating to or limiting creditors’ rights generally or by equitable principles, and when such Mortgage is filed in the offices specified in the Collateral Questionnaire delivered on the Closing Date, such Mortgage shall constitute a fully perfected First Priority Lien on, and security interest in, all right, title and interest of such Credit Party in such Closing Date Mortgaged Property and the proceeds thereof, in each case prior and superior in right to any other Person, other than with respect to Liens expressly permitted by Section 6.02.

Security Documents. (a) The Collateral Agreement, upon execution and delivery thereof by the parties thereto, will Security Agreement is effective to create in favor of the Collateral Administrative Agent, for the ratable benefit of the Secured Parties, a legal, valid and enforceable security interest in the Collateral (as defined described therein and proceeds thereof. In the case of the Pledged Stock described in the Security Agreement, when the Administrative Agent obtains control of stock certificates representing such Pledged Stock, and in the case of all other Collateral described in the Security Agreement) and the proceeds thereof and , when financing statements or and other filings in appropriate form are or have been filed in the offices specified on Schedule 3.19(a) (orappropriate offices, in each security interest granted pursuant to the case of Collateral delivered after the date hereof in accordance with the provisions of Section 5.12, in the appropriate filing offices), the Lien created under the Collateral Security Agreement will shall 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 to the extent a security interest can be perfected by filing or other than Intellectual Property, action required thereunder as defined in security for the Collateral Agreement)Secured Obligations, in each case prior and superior in right to any other person, other than Permitted Liens that may take priority as a matter of law, and as otherwise provided in the Pari Passu Intercreditor Agreement. Person (b) Upon the recordation of the Collateral Agreement (or a short-form security agreement in form and substance reasonably satisfactory to the Borrower and the Administrative Agent) with the United States Patent and Trademark Office and the United States Copyright Office, together with the financing statements or such other filings in appropriate form filed in the offices specified on Schedule 3.19(a) (orexcept, in the case of Collateral delivered after (other than Pledged Stock with respect to which the date hereof Administrative Agent has control), Liens permitted by Section 6.3). (b) Each of the Mortgages is effective to create in accordance with favor of the provisions Administrative Agent, for the benefit of Section 5.12the Secured Parties, a legal, valid and enforceable Lien on the mortgaged properties described therein and proceeds thereof, and when the Mortgages are or have been filed in the appropriate filing offices), the Lien created under the Collateral Agreement 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 Patents such properties and Trademarks (as each term is defined in the Collateral Agreement) registered or applied for with the United States Patent and Trademark Office or Copyrights (as defined in the Collateral Agreement) registered or applied for with the United States Copyright Officeproceeds thereof, as security for the case may beSecured Obligations, in each case prior and superior in right to any other person other than Permitted Person (except for Liens that may take priority as a matter of law, and as otherwise provided in the Pari Passu Intercreditor 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 or applied for Patents, Trademarks, or Copyrights, acquired permitted by the Loan Parties after the date hereofSection 6.3).

Security Documents. (a) The Collateral Subject to the Agreed Security Principles and Legal Reservations, the Security Documents are or in the case of each Security Document (other than the Term Loan Escrow Agreement) delivered pursuant to Sections 4.02, 6.12 and 6.14, upon execution and delivery thereof by the parties theretothereof, will be effective to create in favor of the Collateral Agent, Agent for the ratable benefit of the Secured PartiesParties (or in favor of the relevant Secured Parties directly, a as applicable), legal, valid and enforceable Liens on, and security interest in interests in, the Collateral described therein to the extent intended to be created thereby and (as defined in the Collateral Agreementi) and the proceeds thereof and when financing statements or and other filings in appropriate form are filed in the offices specified on Schedule 3.19(a7 to the Perfection Certificate and registration achieved (if applicable), (ii) when all appropriate filings, recordings, endorsements, notarizations, stamping, registrations and/or notifications are made as required under applicable Law and (or, in iii) upon the case taking of possession or control by the Collateral delivered after 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 date hereof in accordance with Collateral Agent to the provisions of Section 5.12, in extent possession or control by the appropriate filing officesCollateral Agent is required by the Security Agreements), the Lien Liens created under by the Collateral Agreement will Security Documents shall constitute a fully perfected Lien Liens on, and security interest ininterests in (to the extent intended to be created thereby), all right, title and interest of the Loan Parties grantors in such Collateral (other than Intellectual Property, as defined in the Collateral Agreement)Collateral, in each case prior and superior in right subject to any other person, no Liens other than Permitted Liens that may take permitted hereunder and with the priority as a matter of law, and as otherwise provided in required by the Pari Passu Security Documents (subject to the Intercreditor AgreementAgreements). (b) Upon When the recordation of the Collateral Security Agreement (governed by U.S. Law or a short-short form security agreement thereof is properly filed in form and substance reasonably satisfactory to the Borrower and the Administrative Agent) with the United States Patent and Trademark Office and the United States Copyright Office, together with the financing statements or Liens created by such other filings in appropriate form filed in the offices specified on Schedule 3.19(a) (or, in the case of Collateral delivered after the date hereof in accordance with the provisions of Section 5.12, in the appropriate filing offices), the Lien created under the Collateral Security Agreement shall constitute a fully perfected Lien Liens on, and security interest interests in, all right, title and interest of the Loan Parties in Patents and Trademarks grantors thereunder (as each term is defined to the extent intended to be created thereby) in the Collateral Agreement) registered or applied for with IP Rights to the United States Patent extent that a security interest can be created under Article 9 of the UCC and Trademark Office or Copyrights (as defined can be perfected by the filing of a financing statement in the Collateral Agreement) registered or applied for with the United States Copyright Officeaccordance therewith, except as the case enforcement thereof may bebe limited by applicable bankruptcy, insolvency or similar laws affecting the enforcement of rights of creditors generally and except to the extent that enforcement of rights and remedies set forth therein may be limited by equitable principles (regardless of whether enforcement is considered in a court of law or a proceeding in equity), in each case prior and superior in right subject to any other person no Liens other than Permitted Liens that may take priority as a matter of law, and as otherwise provided in the Pari Passu Intercreditor Agreement permitted hereunder (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 or applied for Patents, Trademarks, or Copyrights, patents and copyrights acquired by the Loan Parties grantors thereof after the date hereofClosing Date). (c) Notwithstanding anything herein (including this Section 5.18) or in any other Loan Document to the contrary, no Loan Party makes any representation or warranty as to the effects of perfection or non-perfection, the priority or the enforceability of any pledge of or security interest (other than with respect to those pledges and security interests made under the Laws of the jurisdiction of formation of the applicable Foreign Subsidiary) in any Equity Interest of any Foreign Subsidiary, or as to the rights and remedies of the Agents or any Lender with respect thereto, under foreign Law. (d) The Term Loan Escrow Agreement is effective to create in favor of the Collateral Agent, for the benefit of the Secured Parties, a legal, valid and enforceable security interest in the Term Loan Escrow Collateral described therein and proceeds thereof subject to no Liens and with the priority required by the Security Documents.

Security Documents. (a) The Guarantee and Collateral Agreement, upon execution and delivery thereof by the parties thereto, will 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 Guarantee and Collateral Agreement) and the proceeds thereof and when (i) together with the Pledged Collateral (as defined in the Guarantee and Collateral Agreement) in possession of the Collateral Agent constitutes, or in the case of Pledged Collateral to be delivered in the future, will constitute, a fully perfected first priority 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, and (ii) together with the financing statements or other filings in appropriate form are previously filed in the offices specified on Schedule 3.19(a) (or, in the case of Collateral delivered after the date hereof in accordance with the provisions of Section 5.12, in the appropriate filing offices), the Lien created under the Guarantee and Collateral Agreement will constitute constitutes a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral (other than Intellectual Property, as defined in the Guarantee and Collateral Agreement), in each case prior and superior in right to any other person, other than Permitted with respect to Liens that may take priority as a matter of law, and as otherwise provided in the Pari Passu Intercreditor Agreementexpressly permitted by Section 6.02. (b) Upon the recordation of the The Guarantee and Collateral Agreement (or a short-form security agreement in form and substance reasonably satisfactory to the Borrower and the Administrative Agent) currently on file with the United States Patent and Trademark Office and the United States Copyright Office, together with the financing statements or such other filings in appropriate form filed in the offices specified on Schedule 3.19(a) (or, in the case of Collateral delivered after the date hereof in accordance with the provisions of Section 5.12, in the appropriate filing offices), the Lien created under the Collateral Agreement shall constitute constitutes a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in Patents and Trademarks (as each term is defined in the Collateral Agreement) registered or applied for with the United States Patent and Trademark Office or Copyrights Intellectual Property (as defined in the Guarantee and Collateral Agreement) registered or applied for with in which a security interest may be perfected by filing in the United States Copyright Office, as the case may beand its territories and possessions, in each case prior and superior in right to any other person other than Permitted Liens that may take priority as a matter of law, and as otherwise provided in the Pari Passu Intercreditor 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 or applied for Patentstrademarks and patents, Trademarks, or Copyrights, trademark and patent applications and registered copyrights acquired by the Loan Parties after the date hereofClosing Date).

Security Documents. (a) The Collateral Agreement, upon execution and delivery thereof by the parties thereto, will 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 Collateral Agreement) and the proceeds thereof and (i) when the Pledged Collateral (as defined in the Collateral Agreement) is delivered to the Collateral Agent, the Lien created under Collateral Agreement shall constitute a fully perfected first priority 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, and (ii) when financing statements or other filings in appropriate form are filed in the offices specified on Schedule 3.19(a) (or, in the case of Collateral delivered after the date hereof in accordance with the provisions of Section 5.12, in the appropriate filing offices), the Lien created under the 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 (other than Intellectual Property, as defined in the Collateral Agreement), in each case prior and superior in right to any other personPerson, other than Permitted with respect to Liens that may take priority as a matter of law, and as otherwise provided in the Pari Passu Intercreditor Agreementexpressly permitted by Section 6.02. (b) Upon the recordation of the Collateral Agreement (or a short-form security agreement in form and substance reasonably satisfactory to the Borrower and the Administrative AgentBondholder Designee) with the United States Patent and Trademark Office and the United States Copyright Office, together with the financing statements or such other filings in appropriate form filed in the offices specified on Schedule 3.19(a) (or, in the case of Collateral delivered after the date hereof in accordance with the provisions of Section 5.12, in the appropriate filing offices), the a Lien created under the Collateral Agreement shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in Patents and Trademarks (as each term is defined in the Collateral Agreement) registered or applied for with the United States Patent and Trademark Office or Copyrights Intellectual Property (as defined in the Collateral Agreement) registered or applied for with in which a security interest may be perfected by filing in the United States Copyright Office, as the case may beand its territories and possessions, in each case prior and superior in right to any other person other than Permitted Liens that may take priority as a matter of law, and as otherwise provided in the Pari Passu Intercreditor Agreement Person (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 or applied for Patentstrademarks and patents, Trademarks, or Copyrights, trademark and patent applications and registered copyrights acquired by the Loan Parties after the date hereof).

Security Documents. (a) The Guarantee and Collateral Agreement, upon execution and delivery thereof by the parties thereto, will 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 Guarantee and Collateral Agreement) and the proceeds thereof and (i) when the certificates in respect of the Pledged Collateral constituting certificated securities (within the meaning of Section 8-102(a)(4) of the UCC) and the instruments in respect of the Pledged Collateral constituting instruments (within the meaning of Section 9-102(a)(47) of the UCC), in each case endorsed to the Collateral Agent or in blank is in the possession of the Collateral Agent, the Lien created under the Guarantee and Collateral Agreement shall constitute a fully perfected first priority Lien on, and security interest in, all right, title and interest of the Loan Parties in such Pledged Collateral, in each case prior and superior in right to any other Person (other than with respect to Liens expressly permitted under Section 6.02 other than Sections 6.02(b), 6.02(j), 6.02(l) (other than Indebtedness incurred pursuant to Section 6.02(l) expressly permitted to be secured on a pari passu basis with the Loans) and 6.02(r)), and (ii) when financing statements or other filings in appropriate form are filed in the offices specified on Schedule 3.19(a) (or, in the case of Collateral delivered after the date hereof in accordance with the provisions of Section 5.12, in the appropriate filing offices3.18(a), the Lien created under the Guarantee and Collateral Agreement will constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral (other than Intellectual Property, Property (as defined in the Guarantee and Collateral Agreement)) to the extent that a security interest therein may be perfected by the filing of a financing statement in respect thereof, in each case prior and superior in right to any other personPerson, other than Permitted with respect to Liens that may take priority as expressly permitted by Section 6.02 other than Sections 6.02(b), 6.02(j), 6.02(l) (other than Indebtedness incurred pursuant to Section 6.02(l) expressly permitted to be secured on a matter of law, pari passu basis with the Loans) and as otherwise provided in the Pari Passu Intercreditor Agreement6.02(r). (b) Upon the recordation of the Collateral Agreement (or a short-form security agreement in form and substance reasonably satisfactory to the Borrower and the Administrative Agent) IP Security Agreements with the United States Patent and Trademark Office and the United States Copyright OfficeOfficeUSPTO and the USCO, together with the financing statements or such other filings in appropriate form filed in the offices specified on Schedule 3.19(a) 3.18(a), any Lien on any Intellectual Property (or, as defined in the case of Guarantee and Collateral delivered after the date hereof in accordance with the provisions of Section 5.12, in the appropriate filing offices), the Lien Agreement) 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 Patents and Trademarks (as each term is defined in the Collateral Agreement) registered or applied for with the United States Patent and Trademark Office or Copyrights Intellectual Property (as defined in the Guarantee and Collateral Agreement) registered or applied for with covered thereby in which a security interest may be perfected by filing in the United States Copyright Office, as the case may beand its territories and possessions, in each case prior and superior in right to any other person Person, other than Permitted with respect to Liens that may take priority as a matter of law, and as otherwise provided in the Pari Passu Intercreditor Agreement expressly permitted by Section 6.02 (it being understood that subsequent recordings in the United States Patent and Trademark Office and the United States Copyright Office OfficeUSPTO and the USCO may be necessary to perfect a Lien on registered or applied for Patentstrademarks and patents, Trademarks, or Copyrights, trademark and patent applications and registered copyrights acquired by the Loan Parties after the date hereofhereofClosing Date).

Security Documents. (a) The Collateral Agreement, upon execution and delivery thereof by the parties thereto, will Pledge 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 Collateral Pledge Agreement) and, when such Collateral is delivered to the Collateral 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 proceeds thereof 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, when financing statements or other filings in appropriate form are filed in the offices specified on Schedule 3.19(a) (or, in 6 to the case of Collateral delivered after the date hereof in accordance with the provisions of Section 5.12, in the appropriate filing offices)Perfection Certificate, the Lien created under the Collateral Security Agreement will shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties grantors thereunder in such Collateral (other than the Intellectual Property, Property (as defined in the Collateral Security Agreement), to the extent that a security interest can be perfected in such Collateral 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 Uniform Commercial Code or other applicable law in such jurisdiction, in each case prior and superior in right to any other personPerson, other than Permitted with respect to Liens that may take priority as a matter of law, and as otherwise provided in the Pari Passu Intercreditor Agreementexpressly permitted by Section 6.02. (bc) Upon When the recordation of the Collateral Security Agreement (or a short-form security agreement is filed in form and substance reasonably satisfactory to the Borrower and the Administrative Agent) with the United States Patent and Trademark Office and the United States Copyright Office, together with the financing statements or such other filings in appropriate form filed in the offices specified on Schedule 3.19(a) (or, in the case of Collateral delivered after the date hereof in accordance with the provisions of Section 5.12, in the appropriate filing offices), the Lien created under the Collateral Security Agreement shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in Patents and Trademarks the Intellectual Property (as each term is defined in the Collateral Security Agreement) registered in which a security interest may be perfected by filing, recording or applied for with registering a security agreement, financing statement or analogous document in the United States Patent and Trademark Office or Copyrights (as defined in the Collateral Agreement) registered or applied for with the United States Copyright Office, as the case may beapplicable, in each case prior and superior in right to any other person Person other than Permitted Liens that may take priority as a matter of law, and as otherwise provided in the Pari Passu Intercreditor Agreement expressly permitted by Section 6.02 (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 or applied for Patentstrademarks, Trademarks, or Copyrights, 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. (a) The Collateral Agreement, upon execution and delivery thereof by the parties thereto, will create Security Agreement creates in favor of the Collateral Administrative Agent, for the ratable benefit of the Secured Parties, a legal, valid and enforceable security interest in the Collateral (as defined in the Collateral Security Agreement) and the proceeds thereof and (i) when the Pledged Collateral (as defined in the Security Agreement), other than uncertificated securities, uncertificated limited liability company interests and uncertificated partnership interests, is delivered to the Administrative Agent together with the proper endorsements, the Lien created under Security Agreement shall constitute a fully perfected first priority 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, and (ii) when financing statements or other filings in appropriate form are filed in the offices specified on Schedule 3.19(a) (or, in the case of Collateral delivered after the date hereof in accordance with the provisions of Section 5.12, in the appropriate 4.18 and all applicable filing offices)fees have been paid, the Lien created under the Collateral Security Agreement will constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such the Collateral (other than Intellectual Property, as defined in the Collateral Security Agreement)) to the extent such security interest may be perfected by the filing of a UCC financing statement, in each case prior and superior in right to any other personPerson, other than with respect to Permitted Liens that may take priority as a matter of law, and as otherwise provided in the Pari Passu Intercreditor AgreementPrior Liens. (b) Upon the recordation of the Collateral Security Agreement (or a short-short form security agreement in form and substance reasonably satisfactory to the Borrower and the Administrative Agent) with the United States Patent and Trademark Office and the United States Copyright Office, together with the financing statements or such other filings in appropriate form filed in the offices specified on Schedule 3.19(a) (or, in the case of Collateral delivered after the date hereof in accordance with the provisions of Section 5.12, in the appropriate filing offices)4.18, the Lien created under the Collateral Security Agreement shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in Patents and Trademarks (as each term is defined in the Collateral Agreement) registered or applied for with the United States Patent and Trademark Office or Copyrights Intellectual Property (as defined in the Collateral Security 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 Person, other than with respect to Permitted Liens that may take priority Prior Liens. (c) Each Control Agreement with respect to Deposit Accounts and Securities Accounts (as such terms are defined in the Security Agreement) creates in favor of the Administrative Agent, for the ratable benefit of the Secured Parties, a matter of lawlegal, valid and enforceable security interest in the Collateral held therein and constitute a fully perfected Lien on, and as otherwise provided in the Pari Passu Intercreditor Agreement (it being understood that subsequent recordings in the United States Patent security interest in, all right, title and Trademark Office and the United States Copyright Office may be necessary to perfect a Lien on registered or applied for Patents, Trademarks, or Copyrights, acquired by interest of the Loan Parties after in such Collateral, in each case prior and superior in right to any other Person, other than with respect to Permitted Prior Liens and except as otherwise expressly provided in such Control Agreement and in Sections 9-327 and 9-340 of Article 9 of the date hereof)UCC.

Security Documents. (a) The Collateral Agreement, upon execution and delivery thereof by the parties thereto, will 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 Collateral Agreement) and the proceeds thereof and (i) when control of the Pledged Collateral (as defined in the Collateral Agreement) is obtained by the Agent, the Lien created under Collateral Agreement shall constitute a perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such Pledged Collateral and (ii) when financing statements or other filings in appropriate form are filed in the offices specified on Schedule 3.19(a) (or, in the case of Collateral delivered after the date hereof in accordance with the provisions of Section 5.12, in the appropriate filing officesSCHEDULE 3.19(A), the Lien created under the 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 (other than Intellectual Property, as defined in the Collateral Agreement)) to the extent perfection can be obtained by filing Uniform Commercial Code financing statements, in each case prior and superior in right to any other person, person (other than Permitted Liens that may take priority as a matter of law, and as otherwise provided in the Pari Passu Intercreditor Agreementexpressly permitted by Section 6.02). (b) Upon the recordation of the Collateral Agreement (or a short-form security agreement in form and substance reasonably satisfactory to the Borrower and the Administrative Agent) with the United States Patent and Trademark Office and the United States Copyright Office, together with the financing statements or such other filings in appropriate form filed in the offices specified on Schedule 3.19(a) (or, in the case of Collateral delivered after the date hereof in accordance with the provisions of Section 5.12, in the appropriate filing officesSCHEDULE 3.19(B), the Lien created under the Collateral Agreement shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in Patents and Trademarks (as each term is defined in the Collateral Agreement) registered or applied for with the United States Patent and Trademark Office or Copyrights Intellectual Property (as defined in the Collateral Agreement) registered or applied for with in which a security interest may be perfected by filing in the United States Copyright Office, as the case may beand its territories and possessions, in each case prior and superior in right to any other person (other than Permitted Liens that may take priority as a matter of lawexpressly permitted by Section 6.02), and as otherwise provided in the Pari Passu Intercreditor 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 or applied for Patentstrademarks and patents, Trademarks, or Copyrights, trademark and patent applications and registered copyrights acquired by the Loan Parties after the date hereof)Closing Date. (c) The Mortgages are effective to create in favor of the 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 the proceeds thereof, and when the Mortgages are filed in the offices specified on SCHEDULE 3.19

Security Documents. (a) The Collateral Each of the Pledge and Security Agreement and the Pledge Agreement, upon execution and delivery thereof by the parties thereto, will 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 Collateral Agreementtherein) and the proceeds thereof and (i) when financing statements or other filings in appropriate form are filed in the offices specified on Schedule 3.19(a) (or, in Pledged Collateral is delivered to the case of Collateral delivered after the date hereof in accordance with the provisions of Section 5.12, in the appropriate filing offices)Agent, the Lien created under the Collateral Agreement will such Security Document shall constitute a fully perfected first priority Lien on, and security interest in, all right, title and interest of the Loan Parties Grantors in such Pledged Collateral, in each case prior and superior in right to any other person, and (ii) when financing statements in appropriate form are filed in the offices specified on Schedule 3.19(a), the Lien created under the Pledge and Security Agreement will constitute a fully perfected first priority Lien on, and security interest in, all right, title and interest of the Borrower in such Collateral (other than Intellectual Property, as defined in the Collateral Pledge and Security Agreement), in each case prior and superior in right to any other person, other than Permitted with respect to Liens that may take priority as a matter of law, and as otherwise provided in the Pari Passu Intercreditor Agreementexpressly permitted by Section 6.02. (b) Upon the recordation of the Collateral Pledge and Security Agreement (or a short-form security agreement in form and substance reasonably satisfactory to the Borrower and the Administrative Agent) with the United States Patent and Trademark Office and the United States Copyright Office, together with the financing statements or such other filings in appropriate form filed in the offices specified on Schedule 3.19(a) (or, in the case of Collateral delivered after the date hereof in accordance with the provisions of Section 5.12, in the appropriate filing offices), the Lien created under the Collateral Pledge and Security Agreement shall constitute a fully perfected first priority Lien on, and security interest in, all right, title and interest of the Loan Parties in Patents and Trademarks (as each term is defined Borrower in the Collateral Agreement) registered or applied for with the United States Patent and Trademark Office or Copyrights Intellectual Property (as defined in the Collateral Pledge and Security Agreement) registered or applied for with in which a security interest may be perfected by filing in the United States Copyright Office, as the case may beand its territories and possessions, in each case prior and superior in right to any other person other than Permitted Liens that may take priority as a matter of law, and as otherwise provided in the Pari Passu Intercreditor 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 or applied for Patentstrademarks and patents, Trademarks, or Copyrights, trademark and patent applications and registered copyrights acquired by the Loan Parties Borrower after the date hereof).

Security Documents. (a) The Collateral Agreement, upon execution and delivery thereof by the parties thereto, will Each Security Document is effective to create in favor of the Collateral Agent, Agent (for the ratable benefit of the Secured Parties, ) a legal, valid and enforceable security interest in the Collateral (as defined described therein. As of the Closing Date, in the case of the Pledged Collateral described in the Security Agreement) , when certificates or promissory notes, as applicable, representing such Pledged Collateral and required to be delivered under the proceeds thereof applicable Security Document are delivered to the Collateral Agent, and in the case of the other Collateral described in the Security Agreement when financing statements or other filings in appropriate form are filed in the offices specified on Schedule 3.19(ain the Security Agreement, the Collateral Agent (for the benefit of the Secured Parties) shall have a fully perfected Lien (orsubject to all Permitted Liens) on, and security interest in, all right, title and interest of the Loan Parties in such Collateral 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 case Lien of Collateral delivered after any other person (except Permitted Liens). (b) When the date hereof in accordance with the provisions of Section 5.12, Security Agreement or a short form thereof is filed and recorded in the appropriate 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 offices)of the financing statements referred to in clause (a) above, the Lien created under Collateral Agent (for the Collateral Agreement will constitute 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 (other than Intellectual Property, as defined thereunder in the Collateral Agreement)United States registered trademarks and patents, trademark and patent applications and registered copyrights, in each case prior and superior in right to the Lien of any other person, other than except for Permitted Liens that may take priority as a matter of law, and as otherwise provided in the Pari Passu Intercreditor Agreement. (b) Upon the recordation of the Collateral Agreement (or a short-form security agreement in form and substance reasonably satisfactory to the Borrower and the Administrative Agent) with the United States Patent and Trademark Office and the United States Copyright Office, together with the financing statements or such other filings in appropriate form filed in the offices specified on Schedule 3.19(a) (or, in the case of Collateral delivered after the date hereof in accordance with the provisions of Section 5.12, in the appropriate filing offices), the Lien created under the Collateral Agreement shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in Patents and Trademarks (as each term is defined in the Collateral Agreement) registered or applied for with the United States Patent and Trademark Office or Copyrights (as defined in the 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 other than Permitted Liens that may take priority as a matter of law, and as otherwise provided in the Pari Passu Intercreditor 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 or applied for Patentstrademarks and issued patents, Trademarks, or Copyrights, trademark and patent applications and registered copyrights acquired by the Loan Parties after the date hereofClosing Date). For the avoidance of doubt, the grant of a security interest in such Intellectual Property (and the perfection thereto) shall not be deemed to be an assignment of Intellectual Property rights owned by the Loan Parties. (c) The Mortgages, if any, executed and delivered on the Closing Date are, and the Mortgages executed and delivered after the Closing Date pursuant to this Agreement shall be, effective to create in favor of the Collateral Agent (for the benefit of the Secured Parties) or, if so contemplated by the respective Mortgage, the Collateral Agent and the other Secured Parties, legal, valid and enforceable Liens on all of the Loan Parties’ rights, titles and interests in and to the Mortgaged Property thereunder and the proceeds thereof, and when such Mortgages are filed or recorded in the proper real estate filing or recording offices, and all relevant mortgage Taxes and recording charges are duly paid, the Collateral Agent (for the benefit of the Secured Parties) shall have valid Liens with record notice to third parties on, and security interests in, all rights, titles and interests of the Loan Parties in such Mortgaged Property and, to the extent applicable, subject to Section 9-315 of the Uniform Commercial Code, the proceeds thereof, in each case prior and superior in right to the Lien of any other person, except for Permitted Liens. (d) Notwithstanding anything herein (including this Section 3.18) or in any other Loan Document to the contrary, no Borrower or any other Loan Party makes any representation or warranty as to the effects of perfection or non-perfection, the priority or the enforceability of any pledge of or security interest in any Equity Interests of any Foreign Subsidiary, or as to the rights and remedies of the Agents or any Lender with respect thereto, under foreign law.

Security Documents. (a) The Collateral AgreementWhen executed and delivered, upon execution and delivery thereof by the parties thereto, Pledge Agreement will be 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 Collateral Pledge Agreement) and, when the portion of the Collateral constituting certificated securities (as defined in the Uniform Commercial Code) is delivered to the Collateral Agent, the Pledge Agreement shall constitute a fully perfected first priority Lien on, and security interest in, all right, title and interest of the proceeds thereof 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, when financing statements or other filings in appropriate form are filed in the offices specified on Schedule 3.19(a) (or, in 6 to each of the case of Collateral delivered after the date hereof in accordance with the provisions of Section 5.12, in the appropriate filing offices)Perfection Certificates, the Lien created under the Collateral Security Agreement will shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties grantors thereunder in such Collateral (to the extent perfection can be obtained by filing Uniform Commercial Code financing statements, other than the Intellectual Property, Property (as defined in the Collateral 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 prior and superior in right to any other personPerson to the extent perfection can be obtained by filing Uniform Commercial Code financing statements, other than Permitted with respect to Liens that may take priority as a matter of law, and as otherwise provided in the Pari Passu Intercreditor Agreementexpressly permitted by Section 6.02. (bc) Upon When the recordation of the Collateral Security Agreement (or a short-form security agreement is filed in form and substance reasonably satisfactory to the Borrower and the Administrative Agent) with the United States Patent and Trademark Office and the United States Copyright Office, together with the financing statements or such other filings in appropriate form filed in the offices specified on Schedule 3.19(a) (or, in the case of Collateral delivered after the date hereof in accordance with the provisions of Section 5.12, in the appropriate filing offices), the Lien security interest created under the Collateral Agreement thereunder shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in Patents and Trademarks the Intellectual Property (as each term is defined in the Collateral Security Agreement) registered in which a security interest may be perfected by filing, recording or applied for with registering a security agreement, financing statement or analogous document in the United States Patent and Trademark Office or Copyrights (as defined in the Collateral Agreement) registered or applied for with the United States Copyright Office, as the case may beapplicable, in each case prior and superior in right to any other person Person, other than Permitted with respect to the rights of Persons pursuant to Liens that may take priority as a matter of law, and as otherwise provided in the Pari Passu Intercreditor Agreement expressly permitted by Section 6.02 (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 lien on registered or applied for Patentstrademarks, Trademarks, or Copyrights, 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 3.16(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. (a) The Collateral Agreement, upon execution and delivery thereof by the parties thereto, will Pledge 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 Collateral Pledge Agreement) and, when such Collateral is delivered to the Collateral Agent and for so long as the proceeds thereof Collateral Agent remains in possession of such Collateral, the security interest created by the Pledge Agreement shall constitute a perfected first priority 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 benefit of the Secured Parties, a legal, valid and enforceable security interest in the Collateral (as defined in the Security Agreement) and, when financing statements or other filings in appropriate form are filed in the offices specified on Schedule 3.19(a) (or, in 6 to the case of Collateral delivered after the date hereof in accordance with the provisions of Section 5.12, in the appropriate filing offices)Perfection Certificate, the Lien security interest created under by the Collateral Security Agreement will shall constitute a fully perfected Lien on, and security interest in, in all right, title and interest of the Loan Parties grantors thereunder in such Collateral (other than the Intellectual Property, Property (as defined in the Collateral Security Agreement)), in each case prior and superior in right to any other personPerson, other than Permitted with respect to Liens that may take priority as a matter of law, and as otherwise provided in the Pari Passu Intercreditor Agreementpermitted by Section 6.02. (bc) Upon When the recordation of the Collateral Security Agreement (or a short-form security agreement summary thereof) is filed in form and substance reasonably satisfactory to the Borrower and the Administrative Agent) with the United States Patent and Trademark Office and the United States Copyright Office, together with Office and the financing statements or such other filings referred to in appropriate form filed in the offices specified on Schedule 3.19(aSection 3.17(b) (or, in the case of Collateral delivered after the date hereof in accordance with the provisions of Section 5.12, in the appropriate filing offices)above are appropriately filed, the Lien security interest created under by the Collateral Security Agreement shall constitute a fully perfected Lien on, and security interest in, in all right, title and interest of the Loan Parties grantors thereunder in Patents and Trademarks the Intellectual Property (as each term is defined in the Collateral Security Agreement) registered in which a security interest may be perfected by filing, recording or applied for with registering a security agreement, financing statement or analogous document in the United States Patent and Trademark Office or Copyrights (as defined in the Collateral Agreement) registered or applied for with the United States Copyright Office, as the case may beapplicable, in each case prior and superior in right to any other person other than Permitted Liens that may take priority as a matter of law, and as otherwise provided in the Pari Passu Intercreditor Agreement Person (it being understood that subsequent recordings in the United States Patent and Trademark Office and the United States Copyright Office and subsequent UCC filings may be necessary to perfect a Lien lien on registered or applied for Patentstrademarks, Trademarks, or Copyrights, trademark applications and copyrights acquired by the Loan Parties after the date hereofOriginal Effective Date), other than with respect to Liens permitted by Section 6.02. (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 benefit of the Secured Parties, a legal, valid and enforceable Lien on all of the applicable mortgagor’s 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 Lien created by each Mortgage shall constitute a perfected Lien on all right, title and interest of the applicable mortgagor 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 permitted by Section 6.02. (e) Following the execution of any Foreign Security Document pursuant to Section 4.03, each Foreign Security Document shall be effective to create in favor of the Collateral Agent, for the benefit of the Secured Parties, a legal, valid and enforceable security interest in the applicable collateral covered by such Foreign Security Document, and when the actions specified in such Foreign Security Document, if any, are completed, the security interest created by such Foreign Security Document shall constitute a perfected security interest in all right, title and interest of the grantors thereunder in such collateral to the full extent possible under the laws of the applicable foreign jurisdiction, in each case prior and superior in right to any other Person, other than with respect to Liens permitted by Section 6.02.

Security Documents. (a) The Collateral Agreement, upon execution and delivery thereof by the parties thereto, will Pledge 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 Collateral Pledge Agreement) and, when such Collateral is delivered to the Collateral Agent and for so long as the proceeds thereof Collateral Agent remains in possession of such Collateral, the security interest created by the Pledge Agreement shall constitute a perfected first priority 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 benefit of the Secured Parties, a legal, valid and enforceable security interest in the Collateral (as defined in the Security Agreement) and, when financing statements or other filings in appropriate form are filed in the offices specified on Schedule 3.19(a) (or, in 6 to the case of Collateral delivered after the date hereof in accordance with the provisions of Section 5.12, in the appropriate filing offices)Perfection Certificate, the Lien security interest created under by the Collateral Security Agreement will shall constitute a fully perfected Lien on, and security interest in, in all right, title and interest of the Loan Parties grantors thereunder in such Collateral (other than the Intellectual Property, Property (as defined in the Collateral Security Agreement)), in each case prior and superior in right to any other personPerson, other than Permitted with respect to Liens that may take priority as a matter of law, and as otherwise provided in the Pari Passu Intercreditor Agreementpermitted by Section 6.02. (bc) Upon When the recordation of the Collateral Security Agreement (or a short-form security agreement summary thereof) is filed in form and substance reasonably satisfactory to the Borrower and the Administrative Agent) with the United States Patent and Trademark Office and the United States Copyright Office, together with Office and the financing statements or such other filings referred to in appropriate form filed in the offices specified on Schedule 3.19(aSection 3.17(b) (or, in the case of Collateral delivered after the date hereof in accordance with the provisions of Section 5.12, in the appropriate filing offices)above are appropriately filed, the Lien security interest created under by the Collateral Security Agreement shall constitute a fully perfected Lien on, and security interest in, in all right, title and interest of the Loan Parties grantors thereunder in Patents and Trademarks the Intellectual Property (as each term is defined in the Collateral Security Agreement) registered in which a security interest may be perfected by filing, recording or applied for with registering a security agreement, financing statement or analogous document in the United States Patent and Trademark Office or Copyrights (as defined in the Collateral Agreement) registered or applied for with the United States Copyright Office, as the case may beapplicable, in each case prior and superior in right to any other person other than Permitted Liens that may take priority as a matter of law, and as otherwise provided in the Pari Passu Intercreditor Agreement Person (it being understood that subsequent recordings in the United States Patent and Trademark Office and the United States Copyright Office and subsequent UCC filings may be necessary to perfect a Lien lien on registered or applied for Patentstrademarks, Trademarks, or Copyrights, trademark applications and copyrights acquired by the Loan Parties after the date hereofRestatement Effective Date), other than with respect to Liens permitted by Section 6.02. (d) Each Mortgage, upon execution and delivery thereof by the parties thereto, 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 benefit of the Secured Parties, a legal, valid and enforceable Lien on all of the applicable mortgagor’s right, title and interest in and to the Mortgaged Properties thereunder 509265-1724-13879091 and the proceeds thereof, and when the Mortgages are filed in the offices specified on Schedule 3.17(d), the Lien created by each Mortgage shall constitute a perfected Lien on all right, title and interest of the applicable mortgagor 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 permitted by Section 6.02. (e) Following the execution of any Foreign Security Document pursuant to Section 4.03, each Foreign Security Document shall be effective to create in favor of the Collateral Agent, for the benefit of the Secured Parties, a legal, valid and enforceable security interest in the applicable collateral covered by such Foreign Security Document, and when the actions specified in such Foreign Security Document, if any, are completed, the security interest created by such Foreign Security Document shall constitute a perfected security interest in all right, title and interest of the grantors thereunder in such collateral to the full extent possible under the laws of the applicable foreign jurisdiction, in each case prior and superior in right to any other Person, other than with respect to Liens permitted by Section 6.02.

Security Documents. (ai) The Collateral Agreement, upon execution and delivery thereof by the parties thereto, will FTX Security Agreement is effective to create in favor of the FTX Collateral Agent, for the ratable benefit of the Secured Partiesparties to the FTX Intercreditor Agreement, a legal, valid and enforceable security interest in the Shared Collateral (as defined in the FTX Security Agreement); the Shared Collateral has been delivered to the FTX Collateral Agent on or before the Funding Date and the FTX Security Agreement constitutes a fully perfected first priority Lien on, and security interests in, all right, title and interest of the pledgors thereunder in such Shared Collateral and the proceeds thereof, in each case prior and superior in right to any other Person subject to the restriction on conversion of Unit Equivalents referred to in Section 5.2(d)(viii). (ii) At all times when it shall be required hereunder, the FRP Security Agreement shall be effective to create in favor of the FRP Collateral Agent, for the ratable benefit of the Banks, a legal, valid and enforceable security interest in the Collateral (as defined in the Collateral FRP Security Agreement) and the proceeds thereof and and, if such filing is required under applicable law, when financing statements or other filings in appropriate form are filed in the offices specified on Schedule 3.19(a) (or, in the case of Collateral delivered after the date hereof in accordance with the provisions of Section 5.12, in the appropriate filing offices), the Lien created under the 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 (other than Intellectual Property, as defined in the Collateral Agreement), in each case prior and superior in right to any other person, other than Permitted Liens that may take priority as a matter of law, and as otherwise provided in the Pari Passu Intercreditor Agreement. (b) Upon the recordation of the Collateral Agreement (or a short-form security agreement in form and substance reasonably satisfactory to the Borrower and the Administrative Agent) with the United States Patent and Trademark Office and the United States Copyright Office, together with the financing statements or such other filings in appropriate form filed in the offices specified on Schedule 3.19(a) (or, in the case of Collateral delivered after the date hereof in accordance with the provisions of Section 5.12, in the appropriate filing offices), the Lien created under the Collateral FRP Security Agreement shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties grantor thereunder in Patents such Collateral and Trademarks (as each term is defined in the Collateral Agreement) registered or applied for with the United States Patent and Trademark Office or Copyrights (as defined in the Collateral Agreement) registered or applied for with the United States Copyright Office, as the case may beproceeds thereof, in each case prior and superior in right to any other person other than Permitted Liens that may take priority Person, except, with respect to the FRP Security Agreement as a matter of lawin effect prior to the First Restatement Closing Date, and as otherwise provided in Articles 34, 35 and 36 of the Pari Passu Intercreditor 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 or applied for Patents, Trademarks, or Copyrights, acquired by the Loan Parties after the date hereof)FRP Security Agreement.

Security Documents. (a) The Except as otherwise provided in Section 3.19(b) and Section 3.19(c), the Collateral Agreement, upon execution and delivery thereof by the parties thereto, will Agreements 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 to the extent intended to be created thereby and required therein and (as defined in i) upon the taking of possession or control by the Collateral Agreement) and Agent of the proceeds thereof and when financing statements or other filings in appropriate form are filed in Pledged Collateral as required by the offices specified on Schedule 3.19(a) (or, in the case of Collateral delivered after the date hereof in accordance with the provisions of Section 5.12, in the appropriate filing offices)Agreements, the Lien Liens created under by the Collateral Agreement will Agreements shall constitute a fully perfected Lien Liens on, and security interest interests in, all right, title and interest of the Loan Parties grantors in such Collateral (other than Intellectual Property, as defined in the Collateral Agreement)Pledged Collateral, in each case prior and superior in right to any other person, other than Permitted Liens that may take priority as a matter of law, and as otherwise provided in the Pari Passu Intercreditor Agreement. (bii) Upon the recordation of the Collateral Agreement (or a short-form security agreement in form and substance reasonably satisfactory to the Borrower and the Administrative Agent) with the United States Patent and Trademark Office and the United States Copyright Office, together with the when financing statements or such other filings in appropriate form filed in are accepted by the appropriate filing offices specified on Schedule 3.19(a) (or, in the case of Collateral delivered after the date hereof in accordance with the provisions of Section 5.12, in the appropriate filing offices), the Lien created under the Collateral Agreement Agreements shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in Patents and Trademarks (as each term is defined all Collateral in which a security interest therein may be perfected by the Collateral Agreement) registered or applied for with the United States Patent and Trademark Office or Copyrights (as defined filing of financing statements in the Collateral Agreement) registered or applied for with the United States Copyright Office, as the case may besuch offices, in each case prior and superior in right to any other person person, other than Permitted with respect to Liens that may take priority expressly permitted by Section 6.02 or the Collateral Agreements. (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 appropriate form filed in the offices specified on Schedule 3.19(a), the Lien created under each of the Collateral Agreements shall constitute a matter of lawfully perfected Lien on, and as otherwise provided security interest in, all right, title and interest of the Loan Parties in the Pari Passu Intercreditor Agreement Intellectual Property (as defined in each of the Collateral Agreements) 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 prior and superior in right to any other person, other than with respect to Liens expressly permitted by Section 6.02 (it being understood that subsequent recordings in the United States Patent and Trademark Office and or the United States Copyright Office may be necessary to perfect a Lien on registered or applied for Patentstrademarks and patents, Trademarks, or Copyrights, trademark and patent applications and registered copyrights acquired by the Loan Parties after the date hereofThird Restatement Date). (c) The Mortgages (or, in the case of any Mortgage executed and delivered after the Third Restatement Date in accordance with the provisions of Section 5.12, will be) 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 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. (a) The Collateral Agreement, upon execution and delivery thereof by the parties thereto, will 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 Collateral Agreement). When (i) and the proceeds thereof and when financing statements or other filings specified on Schedule 5 of the Perfection Certificate in appropriate form are filed in the offices specified on Schedule 3.19(a6 of the Perfection Certificate with respect to such Collateral and (ii) (orif applicable, in certificates representing such Collateral are delivered to the case of Collateral delivered after the date hereof in accordance with the provisions of Section 5.12Agent, in the appropriate filing offices), the Lien created under security interests established by the Collateral Agreement will shall constitute a fully perfected Lien on, and security interest in, in all right, title and interest of the Loan Parties grantors thereunder in such Collateral (other than Intellectual Property, as defined and the proceeds thereof to the extent required in the Collateral Agreement)Agreement and to the extent that such filing or possession by the Collateral Agent may perfect such interest, in each case prior and superior in right to any other person, Person other than Permitted Persons holding Liens that may take priority as a matter of law, and as otherwise provided in the Pari Passu Intercreditor Agreementpermitted by Section 6.02. (b) Upon the recordation of When the Collateral Agreement (or a short-form security agreement summary thereof is properly filed in form and substance reasonably satisfactory to the Borrower and the Administrative Agent) with the United States Patent and Trademark Office and the United States Copyright Office, together and, with respect to Collateral in which a security interest cannot be perfected by such filings, upon the proper filing of the financing statements or such other filings referred to in appropriate form filed in the offices specified on Schedule 3.19(aparagraph (a) (orabove, in the case of Collateral delivered after the date hereof in accordance with the provisions of Section 5.12, in the appropriate filing offices), the Lien created under the Collateral Agreement and such financing statements shall constitute a fully perfected Lien on, and security interest in, in all right, title and interest of the Loan Parties in Patents and Trademarks (as each term is defined grantors in the Collateral Agreement) registered or applied for with the United States Patent and Trademark Office or Copyrights Intellectual Property (as defined in the Collateral Agreement) registered Agreement and to the extent that such filing or applied for with possession by the United States Copyright Office, as the case Collateral Agent may beperfect such interest), in each case prior and superior in right to any other person Person other than Permitted Persons holding Liens that may take priority as a matter of law, and as otherwise provided in the Pari Passu Intercreditor Agreement permitted by Section 6.02 (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 lien on registered or applied for Patentstrademarks and patents, Trademarks, or Copyrights, trademark and patent applications and registered copyrights acquired by the grantors after the Amendment Effective Date). (c) The Real Property Mortgages, if any, entered into after the Amendment Effective Date pursuant to Section 5.14 or 5.15 shall be effective under applicable law to create in favor of the Collateral Agent, for the benefit of the Secured Parties, a legal, valid and enforceable Lien on all the applicable mortgagor’s right, title and interest in and to the Mortgaged Real Properties covered thereby and proceeds thereof, and when the Real Property Mortgages are filed in the proper real estate filing offices, each Real Property Mortgage shall constitute a perfected Lien on, and security interest in, all right, title and interest of Loan Parties after in the date hereof)Mortgaged Real Property covered thereby and the proceeds thereof to the extent required in the applicable Real Property Mortgage, in each case prior and superior in right to any other Person, other than with respect to the rights of Persons pursuant to Liens permitted by Section 6.02. (d) Each Vessel Mortgage, as amended by each Vessel Mortgage Amendment, in favor of the Mortgage Trustee, for the benefit of the Secured Parties, is effective to create a legal, valid and enforceable Lien on all the applicable mortgagor’s right, title and interest in and to the whole of the Mortgaged Vessels covered thereby and the proceeds thereof, and when the Vessel Mortgages and Vessel Mortgage Amendments are filed for recording with the National Vessel Documentation Center of the United States Coast Guard, each Vessel Mortgage shall constitute a first “preferred mortgage” on the Mortgaged Vessels covered thereby in favor of the Mortgage Trustee for the ratable benefit of the Secured Parties under Chapter 313 of Title 46 of the United States Code, as amended, having the effect and with the priority provided in such Act in each case prior and superior in right to any other Person other than with respect to the rights and Persons pursuant to Liens permitted by Section 6.02. (e) Each Assignment of Insurance is effective to create in favor of the Mortgage Trustee, for the benefit of the Secured Parties, a legal, valid and enforceable Lien on the insurances covered thereby and, when notices of assignment in appropriate form are given, in respect of such insurances, to all brokers, insurance companies and underwriters with or through whom any policies or entries relating to such insurances or any part thereof are effected, each Assignment of Insurance shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of grantors thereunder in such insurance 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 permitted by Section 6.02. (f) Each Assignment of Earnings is effective to create in favor of the Mortgage Trustee, for the benefit of the Secured Parties, a legal, valid and enforceable Lien on the earnings covered thereby and, when notices of assignment in appropriate form are given, in respect of such earnings, to all debtor parties and financing statements in appropriate form are filed, each Assignment of Earnings shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of grantors thereunder in such earnings, in each case prior and superior in right to any other Person, other than with respect to the rights of Persons pursuant to Liens permitted by Section 6.02.

Security Documents. (a) The Collateral Agreement, upon execution and delivery thereof by the parties thereto, will Pledge 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 Pledge Agreement) and, when such Collateral is delivered to the Collateral Agent and for so long as the Collateral Agent remains in possession of such Collateral, the security interest created by the Pledge Agreement shall constitute a perfected first priority 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 benefit of the Secured Parties, a legal, valid and enforceable security interest in the Collateral (as defined in the Security Agreement) and, when financing statements in appropriate form are filed in the offices specified on Schedule 6 to the Perfection Certificate, the security interest created by the Security Agreement shall constitute a perfected 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 permitted by Section 6.02. (c) When the Security Agreement (or a summary thereof) is filed in the United States Patent and Trademark Office and the United States Copyright Office and the financing statements referred to in Section 3.17(b) above are appropriately filed, the security interest created by the Security Agreement shall constitute a perfected security interest in all right, title and interest of the grantors thereunder in the Intellectual Property (as defined in the 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 prior and superior in right to any other Person (it being understood that subsequent recordings in the United States Patent and Trademark Office and the United States Copyright Office and subsequent UCC filings may be necessary to perfect a lien on registered trade- marks, trademark applications and copyrights acquired by the Loan Parties after the Effective Date), other than with respect to Liens permitted by Section 6.02. (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 benefit of the Secured Parties, a legal, valid and enforceable Lien on all of the applicable mortgagor's 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 Lien created by each Mortgage shall constitute a perfected Lien on all right, title and interest of the applicable mortgagor 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 permitted by Section 6.02. (e) The Collateral Assignment is effective to create in favor of the Collateral Agent for the benefit of the Secured Parties, a legal, valid and enforceable security interest in the Collateral (as defined in the Collateral AgreementAssignment) and the proceeds thereof and and, when financing statements or other filings in appropriate form are filed in the offices specified on Schedule 3.19(a) (or, in the case of Collateral delivered after the date hereof in accordance with the provisions of Section 5.12, in the appropriate designated filing offices), the Lien security interest created under by the Collateral Agreement will Assignment shall constitute a fully perfected Lien on, and security interest in, created by the security interest in all right, title and interest of the Loan Parties Holdings in such Collateral (other than Intellectual Property, as defined in the Collateral Agreement)which a security interest may be perfected by filing such financing statements, in each case prior and superior in right to any other person, other than Permitted with respect to Liens that may take priority as a matter of law, and as otherwise provided in the Pari Passu Intercreditor Agreementpermitted by Section 6.02. (bf) Upon Following the recordation execution of any Foreign Security Document pursuant to Section 4.03, each Foreign Security Document shall be effective to create in favor of the Collateral Agreement (or Agent, for the benefit of the Secured Parties, a short-form legal, valid and enforceable security agreement in form and substance reasonably satisfactory to the Borrower and the Administrative Agent) with the United States Patent and Trademark Office and the United States Copyright Office, together with the financing statements or such other filings in appropriate form filed interest in the offices applicable collateral covered by such Foreign Security Document, and when the actions specified on Schedule 3.19(a) (orin such Foreign Security Document, in the case of Collateral delivered after the date hereof in accordance with the provisions of Section 5.12if any, in the appropriate filing offices)are completed, the Lien security interest created under the Collateral Agreement by such Foreign Security Document shall constitute a fully perfected Lien on, and security interest in, in all right, title and interest of the Loan Parties grantors thereunder in Patents and Trademarks (as each term is defined in such collateral to the Collateral Agreement) registered or applied for with full extent possible under the United States Patent and Trademark Office or Copyrights (as defined in laws of the Collateral Agreement) registered or applied for with the United States Copyright Office, as the case may beapplicable foreign jurisdiction, in each case prior and superior in right to any other person Person, other than Permitted with respect to Liens that may take priority as a matter of law, and as otherwise provided in the Pari Passu Intercreditor 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 or applied for Patents, Trademarks, or Copyrights, acquired permitted by the Loan Parties after the date hereof)Section 6.02.

Security Documents. (a) The Collateral Agreement, upon execution and delivery thereof by the parties thereto, will Pledge 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 Collateral Pledge Agreement) and and, when the proceeds thereof and when financing statements or other filings in appropriate form are filed in Collateral is delivered to the offices specified on Schedule 3.19(a) (or, in the case of Collateral delivered after the date hereof in accordance with the provisions of Section 5.12, in the appropriate filing offices)Agent, the Lien created under the Collateral Pledge Agreement will shall 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 (other than Intellectual Property, as defined in the Collateral Agreement)Collateral, in each case prior and superior in right to any other person, other than Permitted Liens that may take priority as a matter of law, and as otherwise provided in the Pari Passu Intercreditor Agreement. (b) Upon the recordation The Security Agreement is effective to create in favor of the Collateral Agreement Agent, for the ratable benefit of the Secured Parties, a legal, valid and enforceable security interest in the Collateral (or a short-form security agreement as defined in form and substance reasonably satisfactory to the Borrower and the Administrative AgentSecurity Agreement) with the United States Patent and Trademark Office and the United States Copyright Officeand, together with the when financing statements or such other filings in appropriate form are filed in the offices specified on Schedule 3.19(a) (or, in 6 to the case of Collateral delivered after the date hereof in accordance with the provisions of Section 5.12, in the appropriate filing offices)Perfection Certificate, the Lien created under the Collateral 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 Patents and Trademarks such Collateral (other than the Intellectual Property, as each term is defined in the Collateral 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) registered or applied for with When the Security Agreement is filed in the United States Patent and Trademark Office or Copyrights (as defined in the Collateral Agreement) registered or applied for with and the United States Copyright Office, the 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 (as defined in the case may beSecurity Agreement), in each case prior and superior in right to any other person other than Permitted Liens that may take priority as a matter of law, and as otherwise provided in the Pari Passu Intercreditor 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 lien on registered or applied for Patentstrademarks, Trademarks, or Copyrights, trademark applications and copyrights acquired by the Loan Parties grantors after the date hereofof the Original Credit Agreement). (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 Borrower's 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 3.19

Security Documents. (a) The Collateral Agreement, upon execution and delivery thereof by the parties thereto, will Pledge Agreements create in favor of the Collateral BTCo, as Agent, for the ratable benefit of the Secured Partiesbeneficiaries named therein, a legal, valid and enforceable security interest in the Collateral (as defined in the Pledge Agreements) and proceeds thereof and constitutes a fully perfected first priority Lien on, and security interest in, all right, title and interest of the Loan Parties party thereto, as applicable, in such Collateral Agreement) and the proceeds thereof thereof, in each case prior and when superior in right to any other Person. (b) The Security Agreements create in favor of BTCo, as Agent, for the ratable benefit of the beneficiaries named therein, a legal, valid and enforceable security interest in the Collateral (as defined in the Security Agreements) and proceeds thereof, and assuming that financing statements or other filings in appropriate form are have been filed in the offices specified on Schedule 3.19(a) (or, in the case of Collateral delivered after the date hereof in accordance with the provisions of Section 5.12, in the appropriate filing offices4.18(b), the ---------------- each Lien created under the Collateral Agreement will constitute Security Agreements constitutes a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral (other than Intellectual Property, as defined in and the Collateral Agreement)proceeds thereof, in each case prior and superior in right to any other person, Person other than Permitted Liens that may take priority as a matter of law, and as otherwise provided in the Pari Passu Intercreditor AgreementLiens. (bc) Upon The Mortgages create in favor of BTCo, as Agent, for the recordation ratable benefit of the Collateral Agreement (or beneficiaries named therein, a short-form security agreement legal, valid and enforceable Lien on all of the Borrower's right, title and interest in form and substance reasonably satisfactory to the Borrower Mortgaged Properties thereunder and the Administrative Agentproceeds thereof, and when the amendments referred to in Section 4.04(b) with the United States Patent and Trademark Office and the United States Copyright Office, together with the financing statements or such other filings in appropriate form are filed in the offices specified on Schedule 3.19(a) (or, in the case of Collateral delivered after the date hereof in accordance with the provisions of Section 5.12, in the appropriate filing offices4.18(c), --------------- ---------------- the Lien created under the Collateral Agreement shall Mortgages will constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties Borrower in Patents such Mortgaged Properties and Trademarks (as each term is defined in the Collateral Agreement) registered or applied for with the United States Patent and Trademark Office or Copyrights (as defined in the Collateral Agreement) registered or applied for with the United States Copyright Office, as the case may beproceeds thereof, in each case prior and superior in right to any other person Person other than Permitted Liens that may take priority as a matter of law, and as otherwise provided in the Pari Passu Intercreditor 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 or applied for Patents, Trademarks, or Copyrights, acquired by the Loan Parties after the date hereof)Liens.

Security Documents. (a) The Guarantee and Collateral Agreement, upon execution and delivery thereof by the parties thereto, will 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 Guarantee and Collateral Agreement) and the proceeds thereof and (i) in the case of applicable Pledged Collateral, when stocks certificates representing the Pledged Collateral (as defined in the Guarantee and Collateral Agreement) are delivered to the Collateral Agent, the Lien created under the Guarantee and Collateral Agreement shall constitute a fully perfected first priority 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, and (ii) in the case of the other Collateral described in the Guarantee and Collateral Agreement (other than Intellectual Property, as defined in the Guarantee and Collateral Agreement), when financing statements or other filings in appropriate form are filed in the offices specified on Schedule 3.19(a) (or, in the case of Collateral delivered after the date hereof in accordance with the provisions of Section 5.12, in the appropriate filing offices), the Lien created under the Guarantee and Collateral Agreement will constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral (other than Intellectual Propertyto the extent such Liens can be perfected by filing a financing statement, as defined in under the Collateral Agreement)Uniform Commercial Code, in each case prior and superior in right to any other person, Person other than Permitted with respect to Liens that may take priority as a matter of law, and as otherwise provided in the Pari Passu Intercreditor Agreementexpressly permitted by Section 6.02. (b) Upon In the case of Intellectual Property (as defined in the Guarantee and Collateral Agreement), upon the recordation of the Guarantee and Collateral Agreement (or a short-form security agreement in form and substance reasonably satisfactory to the Borrower and the Administrative AgentAgents) with the United States Patent and Trademark Office and the United States Copyright Office, together with the financing statements or such other filings in appropriate form filed in the offices specified on Schedule 3.19(a) (or, in the case of Collateral delivered after the date hereof in accordance with the provisions of Section 5.12, in the appropriate filing offices), 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 Patents and Trademarks (as each term is defined in the Collateral Agreement) registered or applied for with the United States Patent and Trademark Office or Copyrights Intellectual Property (as defined in the Guarantee and Collateral Agreement) registered or applied for with in which a security interest may be perfected by filing in the United States Copyright Office, as the case may beand its territories and possessions, in each case prior and superior in right to any other person Person, other than Permitted with respect to Liens that may take priority as a matter of law, and as otherwise provided in the Pari Passu Intercreditor Agreement expressly permitted by Section 6.02 (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 or applied for Patentstrademarks and patents, Trademarks, or Copyrights, trademark and patent applications and registered copyrights acquired by the Loan Parties after the date hereofClosing Date). (c) The Mortgages shall be effective to create in favor of the Collateral 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 Property thereunder and the proceeds thereof, and when the Mortgages are filed in the offices specified on Schedule 3.19(c), the Mortgages shall constitute a fully 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 prior and superior in right to any other Person, other than with respect to Permitted Encumbrances in the case of Mortgaged Property and any other Liens expressly permitted under Section 6.02 in respect of any other Collateral described in this clause (c).

Security Documents. (a) The Collateral Agreement, upon execution and delivery thereof by Each of the parties thereto, will Pledge Agreements 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 Pledge Agreements) and, when the Collateral Agreement) and is delivered to the proceeds thereof and when financing statements or other filings in appropriate form are filed in the offices specified on Schedule 3.19(a) (or, in the case of Collateral delivered after the date hereof in accordance with the provisions of Section 5.12, in the appropriate filing offices)Agent, the Lien created under the Collateral Agreement will Pledge Agreements shall constitute a fully perfected first priority Lien on, and security interest in, all right, title and interest of the Loan Parties pledgor thereunder in such Collateral (other than Intellectual Property, as defined in the Collateral Agreement)Collateral, in each case prior and superior in right to any other person, other than Permitted Liens that may take priority as a matter of law, and as otherwise provided in the Pari Passu Intercreditor Agreement. (b) Upon the recordation The Security Agreement is effective to create in favor of the Collateral Agreement Agent, for the ratable benefit of the Secured Parties, a legal, valid and enforceable security interest in the Collateral (or a short-form security agreement as defined in form and substance reasonably satisfactory to the Borrower and the Administrative AgentSecurity Agreement) with the United States Patent and Trademark Office and the United States Copyright Officeand, together with the when financing statements or such other filings in appropriate form are filed in the offices specified on Schedule 3.19(a) (or, in 6 to the case of Collateral delivered after the date hereof in accordance with the provisions of Section 5.12, in the appropriate filing offices)Perfection Certificate, the Lien created under the Collateral Security Agreement shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties grantor thereunder in Patents and Trademarks such Collateral (as each term is defined in other than the Collateral Agreement) registered or applied for with the United States Patent and Trademark Office or Copyrights (Intellectual Property, as defined in the Collateral Security 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 person, other than Permitted with respect to Liens that may take priority as expressly permitted by Section 6.02. (c) [Reserved]. (d) The Mortgages are effective to create in favor of the Collateral Agent, for the ratable benefit of the Secured Parties, a matter legal, valid and enforceable Lien on all of lawthe applicable Loan Party's right, title and interest in and to the Mortgaged Property thereunder and the proceeds thereof, and as otherwise provided when the Mortgages are filed in the Pari Passu Intercreditor 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 offices specified on registered or applied for Patents, Trademarks, or Copyrights, acquired by the Loan Parties after the date hereof).Schedule 3.19

Security Documents. (a) The Collateral Agreement, upon execution and delivery thereof by the parties thereto, will 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 Collateral Agreement) and the proceeds thereof and (i) when control of the Pledged Collateral (as defined in the Collateral Agreement) is obtained by the First Lien Agent (who will hold such Pledged Collateral as bailee for perfection for the Agent), the Lien created under Collateral Agreement shall constitute a perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such Pledged Collateral and (ii) when financing statements or other filings in appropriate form are filed in the offices specified on Schedule 3.19(a) (or, in the case of Collateral delivered after the date hereof in accordance with the provisions of Section 5.12, in the appropriate filing offices), the Lien created under the 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 (other than Intellectual Property, as defined in the Collateral Agreement)) to the extent perfection can be obtained by filing Uniform Commercial Code financing statements, in each case prior and superior in right to any other person, person (other than Permitted Liens that may take priority as a matter of law, and as otherwise provided in the Pari Passu Intercreditor Agreementexpressly permitted by Section 6.02). (b) Upon the recordation of the Collateral Agreement (or a short-form security agreement in form and substance reasonably satisfactory to the Borrower and the Administrative Agent) with the United States Patent and Trademark Office and the United States Copyright Office, together with the financing statements or such other filings in appropriate form filed in the offices specified on Schedule 3.19(a) (or, in the case of Collateral delivered after the date hereof in accordance with the provisions of Section 5.12, in the appropriate filing offices), the Lien created under the Collateral Agreement shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in Patents and Trademarks (as each term is defined in the Collateral Agreement) registered or applied for with the United States Patent and Trademark Office or Copyrights Intellectual Property (as defined in the Collateral Agreement) registered or applied for with in which a security interest may be perfected by filing in the United States Copyright Office, as the case may beand its territories and possessions, in each case prior and superior in right to any other person (other than Permitted Liens that may take priority as a matter of lawexpressly permitted by Section 6.02), and as otherwise provided in the Pari Passu Intercreditor 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 or applied for Patentstrademarks and patents, Trademarks, or Copyrights, trademark and patent applications and registered copyrights acquired by the Loan Parties after the date hereofEffective Date. (c) The Mortgages are effective to create in favor of the 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 the proceeds thereof, and when the Mortgages are filed in the offices specified on Schedule 3.19(c), the Mortgages shall constitute perfected Liens on, and security interests 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 Liens expressly permitted by Section 6.02). (d) When Account Control Agreements in respect of deposit accounts and securities accounts of the Loan Parties are executed and delivered by the applicable Loan Parties, the applicable depositary banks or securities intermediaries and the Agent, the Account Control Agreements will constitute fully perfected Liens on, and security interests in, all right, title and interest of the Loan Parties in such deposit accounts and securities accounts, in each case prior and superior in right to any other person (other than Liens securing the First Lien Obligations).

Security Documents. (a) The Collateral Agreement, upon execution and delivery thereof by the parties thereto, will provisions of each Security Document are effective to create in favor of the Collateral Agent, for the ratable benefit of the Secured Parties, Lender a legal, valid and enforceable security interest in all right, title and interest of the Collateral (as defined Loan Party thereto in the Collateral Agreement"Collateral" described therein. (i) and the proceeds thereof and when When proper financing statements or other filings in appropriate form are have been filed in the offices specified on Schedule 3.19(a) (or, in the case of Collateral delivered after the date hereof jurisdictions listed in accordance with the provisions of Section 5.12, in the appropriate filing offices)Schedule 4.16, the Lien security interest created under by the Collateral Security Agreement will shall constitute a fully perfected first Lien on, and security interest in, all right, title and interest of the Loan Parties Borrower in the "Collateral" described therein, which can be perfected by such Collateral filing. (other than Intellectual Property, ii) When certificates representing the Pledged Stock (as defined in the Collateral Pledge Agreement), in each case prior and superior in right to any other person, other than Permitted Liens that may take priority as a matter of law, and as otherwise provided in the Pari Passu Intercreditor Agreement. (b) Upon the recordation of the Collateral Agreement (or a short-form security agreement in form and substance reasonably satisfactory are delivered to the Borrower and the Administrative Agent) with the United States Patent and Trademark Office and the United States Copyright OfficeLender, together with stock powers endorsed in blank by a duly authorized officer of the financing statements or such other filings in appropriate form filed in the offices specified on Schedule 3.19(a) (or, in the case of Collateral delivered after the date hereof in accordance with the provisions of Section 5.12, in the appropriate filing offices)pledgors thereof, the Lien security interest created under by the Collateral Pledge Agreement shall constitute a fully perfected first Lien on, and security interest in, all right, title and interest of the Loan Parties pledgors parties thereto in Patents and Trademarks the "Collateral" described therein. (iii) Each Mortgage, when properly recorded in the appropriate records, together with any Uniform Commercial Code financing statements required to be filed in connection therewith, will create (i) a valid, first priority, perfected lien on the real property described therein (as each term is defined to any such Mortgage, a "Mortgaged Property"), subject only to Liens permitted with respect thereto under Section 7.2 and (ii) perfected security interests in the Collateral Agreementand to, and perfected collateral assignments of, all personalty (including leases) registered or applied for described therein, all in accordance with the United States Patent and Trademark Office or Copyrights (as defined in the Collateral Agreement) registered or applied for with the United States Copyright Office, as the case may beterms thereof, in each case prior and superior in right subject only to any other person other than Permitted Liens that may take priority as a matter of law, and as otherwise provided in the Pari Passu Intercreditor 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 or applied for Patents, Trademarks, or Copyrights, acquired by the Loan Parties after the date hereof)permitted with respect thereto under Section 7.

Security Documents. (a) The Collateral Agreement, upon execution and delivery thereof by the parties thereto, will Pledge 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 Collateral Pledge Agreement) and, when such Collateral is delivered to the Collateral Agent and for so long as the proceeds thereof Collateral Agent remains in possession of such Collateral, the security interest created by the Pledge Agreement shall constitute a perfected first priority 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 benefit of the Secured Parties, a legal, valid and enforceable security interest in the Collateral (as defined in the Security Agreement) and, when financing statements or other filings in appropriate form are filed in the offices specified on Schedule 3.19(a) (or, in 6 to the case of Collateral delivered after the date hereof in accordance with the provisions of Section 5.12, in the appropriate filing offices)Perfection Certificate, the Lien security interest created under by the Collateral Security Agreement will shall constitute a fully perfected Lien on, and security interest in, in all right, title and interest of the Loan Parties grantors thereunder in such Collateral (other than the Intellectual Property, Property (as defined in the Collateral Security Agreement)), in each case prior and superior in right to any other personPerson, other than Permitted with respect to Liens that may take priority as a matter of law, and as otherwise provided in the Pari Passu Intercreditor Agreementpermitted by Section 6.02. (bc) Upon When the recordation of the Collateral Security Agreement (or a short-form security agreement summary thereof) is filed in form and substance reasonably satisfactory to the Borrower and the Administrative Agent) with the United States Patent and Trademark Office and the United States Copyright Office, together with Office and the financing statements or such other filings referred to in appropriate form filed in the offices specified on Schedule 3.19(aSection 3.17(b) (or, in the case of Collateral delivered after the date hereof in accordance with the provisions of Section 5.12, in the appropriate filing offices)above are appropriately filed, the Lien security interest created under by the Collateral Security Agreement shall constitute a fully perfected Lien on, and security interest in, in all right, title and interest of the Loan Parties grantors thereunder in Patents and Trademarks the Intellectual Property (as each term is defined in the Collateral Security Agreement) registered in which a security interest may be perfected by filing, recording or applied for with registering a security agreement, financing statement or analogous document in the United States Patent and Trademark Office or Copyrights (as defined in the Collateral Agreement) registered or applied for with the United States Copyright Office, as the case may beapplicable, in each case prior and superior in right to any other person other than Permitted Liens that may take priority as a matter of law, and as otherwise provided in the Pari Passu Intercreditor Agreement Person (it being understood that subsequent recordings in the United States Patent and Trademark Office and the United States Copyright Office and subsequent UCC filings may be necessary to perfect a Lien lien on registered or applied for Patentstrademarks, Trademarks, or Copyrights, trademark applications and copyrights acquired by the Loan Parties after the date hereofClosing Date), other than with respect to Liens permitted by Section 6.02.

Security Documents. (a) The Guarantee and Collateral Agreement, upon execution and delivery thereof by the parties thereto, will 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 Guarantee and Collateral Agreement) and the proceeds thereof and (i) when the Pledged Collateral (as defined in the Guarantee and Collateral Agreement) is delivered to the Collateral Agent, the Lien created under the Guarantee and Collateral Agreement in favor of the Collateral Agent for the ratable benefit of the Secured Parties shall constitute a fully perfected first priority Lien on, and security interest in, all right, title and interest of the Loan Parties in such Pledged Collateral, in each case, pari passu with the Term Liens and prior and superior in right to any other person, and (ii) when financing statements or other filings in appropriate form are filed in the offices specified on Schedule 3.19(a) (or, in the case of Collateral delivered after the date hereof in accordance with the provisions of Section 5.12, in the appropriate filing offices), the Lien created under the Guarantee and Collateral Agreement in favor of the Collateral Agent for the ratable benefit of the Secured Parties will constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral (other than Intellectual Property, as defined in the Guarantee and Collateral Agreement), in each case pari passu with the Term Liens and prior and superior in right to any other person, other than Permitted with respect to Liens that may take priority as a matter of law, and as otherwise provided in the Pari Passu Intercreditor Agreementexpressly permitted by Section 6.02. (b) Upon the recordation of the Guarantee and Collateral Agreement (or a short-form security agreement in form and substance reasonably satisfactory to the Borrower and the Administrative Collateral Agent) with the United States Patent and Trademark Office and the United States Copyright Office, together with the financing statements or such other filings in appropriate form filed in the offices specified on Schedule 3.19(a) (or, in the case of Collateral delivered after the date hereof in accordance with the provisions of Section 5.12, in the appropriate filing offices), the Lien created under the Guarantee and Collateral Agreement in favor of the Collateral Agent for the ratable benefit of the Secured Parties shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in Patents and Trademarks (as each term is defined in the Collateral Agreement) registered or applied for with the United States Patent and Trademark Office or Copyrights Intellectual Property (as defined in the Guarantee and Collateral Agreement) registered or applied for with in which a security interest may be perfected by filing in the United States Copyright Office, as the case may beand its territories and possessions, in each case pari passu with the Term Liens and prior and superior in right to any other person other than Permitted Liens that may take priority as a matter of law, and as otherwise provided in the Pari Passu Intercreditor 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 or applied for Patentstrademarks and patents, Trademarks, or Copyrights, trademark and patent applications and registered copyrights acquired by the Loan Parties after the date hereofAmendment No. 1 Effective Date). (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 Property thereunder and the proceeds thereof, and when the Mortgages are filed in the offices specified on Schedule 3.19(c), the Mortgages shall constitute a fully 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 pari passu with the Term Liens and 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. (a) The Collateral Agreement, upon execution and delivery thereof by the parties thereto, will Pledge 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 Collateral Pledge Agreement) and, for so long as the Agent continues to hold such Collateral, the Pledge Agreement shall constitute a fully perfected first priority Lien on, and security interest in, all right, title and interest of the proceeds thereof pledgors thereunder in such Collateral, in each case prior and when financing statements or superior in right to any other filings person, (b) the Security Agreement is effective to create in appropriate form are favor of the 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), 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) the Trademark Security Agreement filed in the offices specified on Schedule 3.19(a) United States Patent and Trademark Office constitutes (or, in the case of Collateral delivered after the date hereof in accordance together with the provisions financing statements filed with the Secretary of Section 5.12, in the appropriate filing offices), the Lien created under the Collateral Agreement will constitute State of Delaware) a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Obligated Parties thereunder in such Collateral the registered trademarks of the Obligated Parties which constitute Intellectual Property (other than Intellectual Property, as defined in the Collateral Security Agreement), in each case prior and superior in right to any other person, other than Permitted Liens that may take priority as a matter of law, and as otherwise provided in the Pari Passu Intercreditor Agreement. (b) Upon the recordation of the Collateral Agreement (or a short-form security agreement in form and substance reasonably satisfactory to the Borrower and the Administrative Agent) with the United States Patent and Trademark Office and the United States Copyright Office, together with the financing statements or such other filings in appropriate form filed in the offices specified on Schedule 3.19(a) (or, in the case of Collateral delivered after the date hereof in accordance with the provisions of Section 5.12, in the appropriate filing offices), the Lien created under the Collateral Agreement shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in Patents and Trademarks (as each term is defined in the Collateral Agreement) registered or applied for with the United States Patent and Trademark Office or Copyrights (as defined in the 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 other than Permitted Liens that may take priority as a matter of law, and as otherwise provided in the Pari Passu Intercreditor 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 lien on registered or applied for Patentstrademarks, Trademarks, or Copyrights, trademark applications and copyrights acquired by the Loan Obligated Parties after the date hereof), (d) the Mortgages are effective to create in favor of the Agent, for the ratable benefit of the Secured Parties, a legal, valid and enforceable Lien on all of the Obligated Parties' right, title and interest in and to the Mortgaged Properties thereunder 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, and (e) the Fleet Mortgages are effective to create a legal, valid and enforceable Lien on all of the Obligated Parties' right, title and interest in and to the Vessels specified therein, 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. (a) The Collateral Agreement, upon execution and delivery thereof by the parties thereto, will Pledge 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 Collateral Pledge Agreement) and, when such Collateral is delivered to the Collateral Agent and for so long as the proceeds thereof Collateral Agent remains in possession of such Collateral, the security interest created by the Pledge Agreement shall constitute a perfected first priority 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 benefit of the Secured Parties, a legal, valid and enforceable security interest in the Collateral (as defined in the Security Agreement) and, when financing statements or other filings in appropriate form are filed in the offices specified on Schedule 3.19(a) (or, in 6 to the case of Collateral delivered after the date hereof in accordance with the provisions of Section 5.12, in the appropriate filing offices)Perfection Certificate, the Lien security interest created under by the Collateral Security Agreement will shall constitute a fully perfected Lien on, and security interest in, in all right, title and interest of the Loan Parties grantors thereunder in such Collateral (other than the Intellectual Property, Property (as defined in the Collateral Security Agreement)), in each case prior and superior in right to any other personPerson, other than Permitted with respect to Liens that may take priority as a matter of law, and as otherwise provided in the Pari Passu Intercreditor Agreementpermitted by Section 6.02. (bc) Upon When the recordation of the Collateral Security Agreement (or a short-form security agreement summary thereof) is filed in form and substance reasonably satisfactory to the Borrower and the Administrative Agent) with the United States Patent and Trademark Office and the United States Copyright Office, together with Office and the financing statements or such other filings referred to in appropriate form filed in the offices specified on Schedule 3.19(aSection 3.17(b) (or, in the case of Collateral delivered after the date hereof in accordance with the provisions of Section 5.12, in the appropriate filing offices)above are appropriately filed, the Lien security interest created under by the Collateral Security Agreement shall constitute a fully perfected Lien on, and security interest in, in all right, title and interest of the Loan Parties grantors thereunder in Patents and Trademarks the Intellectual Property (as each term is defined in the Collateral Security Agreement) registered in which a security interest may be perfected by filing, recording or applied for with registering a security agreement, financing statement or analogous document in the United States Patent and Trademark Office or Copyrights (as defined in the Collateral Agreement) registered or applied for with the United States Copyright Office, as the case may beapplicable, in each case prior and superior in right to any other person other than Permitted Liens that may take priority as a matter of law, and as otherwise provided in the Pari Passu Intercreditor Agreement Person (it being understood that subsequent recordings in the United States Patent and Trademark Office and the United States Copyright Office and subsequent UCC filings may be necessary to perfect a Lien lien on registered or applied for Patentstrademarks, Trademarks, or Copyrights, trademark applications and copyrights acquired by the Loan Parties after the date hereofEffective Date), other than with respect to Liens permitted by Section 6.02. (d) Each Mortgage, upon execution and delivery thereof by the parties thereto, 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 benefit of the Secured Parties, a legal, valid and enforceable Lien on all of the applicable mortgagor’s 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 Lien created by each Mortgage shall constitute a perfected Lien on all right, title and interest of the applicable mortgagor 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 permitted by Section 6.02. (e) Following the execution of any Foreign Security Document pursuant to Section 4.03, each Foreign Security Document shall be effective to create in favor of the Collateral Agent, for the benefit of the Secured Parties, a legal, valid and enforceable security interest in the applicable collateral covered by such Foreign Security Document, and when the actions specified in such Foreign Security Document, if any, are completed, the security interest created by such Foreign Security Document shall constitute a perfected security interest in all right, title and interest of the grantors thereunder in such collateral to the full extent possible under the laws of the applicable foreign jurisdiction, in each case prior and superior in right to any other Person, other than with respect to Liens permitted by Section 6.02.

Security Documents. (a) The Guarantee and Collateral Agreement, upon execution and delivery thereof by the parties thereto, will 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 Guarantee and Collateral Agreement) and the proceeds thereof and (i) in the case of applicable Pledged Collateral, when stocks certificates representing the Pledged Collateral (as defined in the Guarantee and Collateral Agreement) are delivered to the Collateral Agent, the Lien created under the Guarantee and Collateral Agreement shall constitute a fully perfected first priority 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, and (ii) in the case of the other Collateral described in the Guarantee and Collateral Agreement (other than Intellectual Property, as defined in the Guarantee and Collateral Agreement), when financing statements or other filings in appropriate form are filed in the offices specified on Schedule 3.19(a) (or, in the case of Collateral delivered after the date hereof in accordance with the provisions of Section 5.12, in the appropriate filing offices), the Lien created under the Guarantee and Collateral Agreement will constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral (other than Intellectual Propertyto the extent such Liens can be perfected by filing a financing statement, as defined in under the Collateral Agreement)Uniform Commercial Code, in each case prior and superior in right to any other person, Person other than Permitted with respect to Liens that may take priority as a matter of law, and as otherwise provided in the Pari Passu Intercreditor Agreementexpressly permitted by Section 6.02. (b) Upon In the case of Intellectual Property (as defined in the Guarantee and Collateral Agreement), upon the recordation of the Guarantee and Collateral Agreement (or a short-form security agreement in form and substance reasonably satisfactory to the Borrower and the Administrative AgentAgents) with the United States Patent and Trademark Office and the United States Copyright Office, together with the financing statements or such other filings in appropriate form filed in the offices specified on Schedule 3.19(a) (or, in the case of Collateral delivered after the date hereof in accordance with the provisions of Section 5.12, in the appropriate filing offices), 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 Patents and Trademarks (as each term is defined in the Collateral Agreement) registered or applied for with the United States Patent and Trademark Office or Copyrights Intellectual Property (as defined in the Guarantee and Collateral Agreement) registered or applied for with in which a security interest may be perfected by filing in the United States Copyright Office, as the case may beand its territories and possessions, in each case prior and superior in right to any other person Person, other than Permitted with respect to Liens that may take priority as a matter of law, and as otherwise provided in the Pari Passu Intercreditor Agreement expressly permitted by Section 6.02 (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 or applied for Patentstrademarks and patents, Trademarks, or Copyrights, trademark and patent applications and registered copyrights acquired by the Loan Parties after the date hereofClosing Date). (c) The Mortgages shall be effective to create in favor of the Collateral 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 Property thereunder and the proceeds thereof, and when the Mortgages are filed with the appropriate Governmental Authorities, the Mortgages shall constitute a fully 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 prior and superior in right to any other Person, other than with respect to Permitted Encumbrances in the case of Mortgaged Property and any other Liens expressly permitted under Section 6.02 in respect of any other Collateral described in this clause (c).

Security Documents. (a) The Except as otherwise provided in Section 3.19(b) and Section 3.19(c), the Collateral Agreement, upon execution and delivery thereof by the parties thereto, will Agreements 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 to the extent intended to be created thereby and required therein and (as defined in i) upon the taking of possession or control by the Collateral Agreement) and Agent of the proceeds thereof and when financing statements or other filings in appropriate form are filed in Pledged Collateral as required by the offices specified on Schedule 3.19(a) (or, in the case of Collateral delivered after the date hereof in accordance with the provisions of Section 5.12, in the appropriate filing offices)Agreements, the Lien Liens created under by the Collateral Agreement will Agreements shall constitute a fully perfected Lien Liens on, and security interest interests in, all right, title and interest of the Loan Parties grantors in such Collateral (other than Intellectual Property, as defined in the Collateral Agreement)Pledged Collateral, in each case prior and superior in right to any other person, other than Permitted Liens that may take priority as a matter of law, and as otherwise provided in the Pari Passu Intercreditor Agreement. (bii) Upon the recordation of the Collateral Agreement (or a short-form security agreement in form and substance reasonably satisfactory to the Borrower and the Administrative Agent) with the United States Patent and Trademark Office and the United States Copyright Office, together with the when financing statements or such other filings in appropriate form filed in are accepted by the appropriate filing offices specified on Schedule 3.19(a) (or, in the case of Collateral delivered after the date hereof in accordance with the provisions of Section 5.12, in the appropriate filing offices), the Lien created under the Collateral Agreement Agreements shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in Patents and Trademarks (as each term is defined all Collateral in which a security interest therein may be perfected by the Collateral Agreement) registered or applied for with the United States Patent and Trademark Office or Copyrights (as defined filing of financing statements in the Collateral Agreement) registered or applied for with the United States Copyright Office, as the case may besuch offices, in each case prior and superior in right to any other person person, other than Permitted with respect to Liens that may take priority expressly permitted by Section 6.02 or the Collateral Agreements. (a) 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 appropriate form filed in the offices specified on Schedule 3.19(a), the Lien created under each of the Collateral Agreements shall constitute a matter of lawfully perfected Lien on, and as otherwise provided security interest in, all right, title and interest of the Loan Parties in the Pari Passu Intercreditor Agreement Intellectual Property (as defined in each of the Collateral Agreements) 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 prior and superior in right to any other person, other than with respect to Liens expressly permitted by Section 6.02 (it being understood that subsequent recordings in the United States Patent and Trademark Office and or the United States Copyright Office may be necessary to perfect a Lien on registered or applied for Patentstrademarks and patents, Trademarks, or Copyrights, trademark and patent applications and registered copyrights acquired by the Loan Parties after the date hereofThird Restatement Date). (b) The Mortgages (or, in the case of any Mortgage executed and delivered after the Third Restatement Date in accordance with the provisions of Section 5.12, will be) 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 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. (a) The Guarantee and Collateral Agreement, upon execution and delivery thereof by the parties thereto, will create in favor of the Collateral Agent, for the ratable benefit of the Secured PartiesLenders, a legal, valid and enforceable security interest in the Collateral (as defined in other than the Collateral AgreementMortgaged Property) and the proceeds thereof and (i) when the Pledged Collateral (as defined in the Guarantee and Collateral Agreement) is delivered to the Lenders, the Lien created under Guarantee and Collateral Agreement shall constitute a fully perfected first priority 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, and (ii) when the financing statements or other filings in appropriate form are filed in the offices specified on Schedule 3.19(a) (or, in the case of Collateral delivered after the date hereof in accordance with the provisions of Section 5.12, in the appropriate filing offices‎3.20(a), the Lien created under the Guarantee and Collateral Agreement will constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in the Collateral described in such Collateral statements (other than Intellectual Property, as defined in the Collateral Agreement), in each case prior and superior in right to any other personPerson, other than Permitted with respect to Liens that may take priority as a matter of law, and as otherwise provided in the Pari Passu Intercreditor Agreementexpressly permitted by ‎Section 6.02. (b) Upon the recordation of the Notice of Grant of Security Interest in Patents, the Notice of Grant of Security Interest in Trademarks and the Notice of Grant of Security Interest in Copyrights substantially in the form of Exhibit B, Exhibit C and Exhibit D, respectively, to the Guarantee and Collateral Agreement (or a short-form security agreement in form and substance reasonably satisfactory to the Borrower and the Administrative Agent) with the United States Patent and Trademark Office and the United States Copyright Office, as applicable, together with the financing statements or such other filings in appropriate form filed in the offices specified on Schedule 3.19(a) (or, in the case of Collateral delivered after the date hereof in accordance with the provisions of Section 5.12, in the appropriate filing offices‎3.20(a), 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 Patents and Trademarks (as each term is defined in the Collateral Agreement) Intellectual Property consisting of material issued or pending United States patents, material registered or applied for with pending United States trademarks and material registered United States copyrights in which a security interest may be perfected by filing in the United States Patent and Trademark Office or Copyrights (as defined in the Collateral Agreement) registered or applied for with the United States Copyright Office, as the case may beits territories and possessions, in each case prior and superior in right to any other person Person, other than Permitted with respect to Liens that may take priority as a matter of law, and as otherwise provided in the Pari Passu Intercreditor Agreement expressly permitted by ‎6.02 (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 United States registered or applied for Patentstrademarks, Trademarksissued patents, or Copyrights, trademark and patent applications and registered copyrights acquired by the Loan Parties after the date hereof). (c) Upon due execution and delivery thereof, each Mortgage will be effective to create in favor of the Lenders, a legal, valid and enforceable first priority Lien on all of the applicable Loan Party’s 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 ‎3.20(c), such Mortgage shall constitute a fully perfected first priority Lien on, and security interest in, all right, title and interest of such 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 Liens expressly permitted by ‎Section 6.02.

Security Documents. (a) The Guarantee and Collateral Agreement, upon the execution and delivery thereof by the parties thereto, will create created in favor of the Collateral AgentTrustee, for the ratable benefit of the Secured Parties, a legal, valid and enforceable security interest in the Collateral (as defined in the Guarantee and Collateral Agreement) and the proceeds thereof and when (i) upon the delivery of the Pledged Collateral (as defined in the Guarantee and Collateral Agreement) to the Collateral Trustee, the Lien created under Guarantee and Collateral Agreement constituted a fully perfected first priority 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, and (ii) upon financing statements or other filings in appropriate form are being filed in the offices specified on Schedule 3.19(a) (or, in the case of Collateral delivered after the date hereof in accordance with the provisions of Section 5.12, in the appropriate filing offices), the Lien created under the Guarantee and Collateral Agreement will constitute constituted a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral (other than Intellectual Property, as defined in the Collateral Agreement)with respect to which security interests may be perfected by filing UCC financing statements, in each case prior and superior in right to any other personPerson, other than Permitted with respect to Liens that may take priority as a matter of law, and as otherwise provided in the Pari Passu Intercreditor Agreementexpressly permitted by Section 6.02. (b) Upon the recordation of the Guarantee and Collateral Agreement (or a short-form security agreement in form and substance reasonably satisfactory to the Borrower and the Administrative AgentCollateral Trustee) with the United States Patent and Trademark Office and the United States Copyright Office, as applicable, together with the financing statements or such other filings in appropriate form filed in the offices specified on Schedule 3.19(a) (or, in the case of Collateral delivered after the date hereof in accordance with the provisions of Section 5.12, in the appropriate filing offices), the Lien created under the Guarantee and Collateral Agreement shall constitute constituted a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in Patents and Trademarks (as each term is defined in the Collateral Agreement) registered or applied for with the United States Patent and Trademark Office or Copyrights Intellectual Property (as defined in the Guarantee and Collateral Agreement) registered or applied for with in which a security interest may be perfected by such filing in the United States Copyright Office, as the case may beand its territories and possessions, in each case prior and superior in right to any other person Person, other than Permitted with respect to Liens that may take priority as a matter of law, and as otherwise provided in the Pari Passu Intercreditor Agreement expressly permitted by Section 6.02 (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 or applied for Patentstrademarks and patents, Trademarks, or Copyrights, trademark and patent applications and registered copyrights acquired by the Loan Parties after the date hereofClosing Date). (c) The Mortgages, as modified by the Mortgage Modifications are 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 applicable Loan Parties’ right, title and interest in and to the Mortgaged Property thereunder and the proceeds thereof, and when the Mortgages or the Mortgage Modifications, as the case may be, are recorded or filed, as applicable, in the offices specified on Schedule 3.19(c), the Mortgages, as modified by the Mortgage Modifications shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the applicable 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 6.02.

Security Documents. (a) The Collateral Agreement, upon execution and delivery thereof by the parties thereto, will 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 Collateral Agreement) and the proceeds thereof thereof, and (i) assuming the Collateral Agent maintains possession of the Pledged Collateral (as defined in the Collateral Agreement), the Lien created under Collateral Agreement shall constitute a fully perfected first priority 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, and (ii) when financing statements or other filings in appropriate form are filed in the offices specified on Schedule 3.19(a) (or, in the case of Collateral delivered after the date hereof in accordance with the provisions of Section 5.12, in the appropriate filing offices3.18(a), the Lien created under the 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 (other than Intellectual Property, as defined in the Collateral Agreement), in each case prior and superior in right to any other person, other than Permitted with respect to Liens that may take priority as a matter of law, and as otherwise provided in the Pari Passu Intercreditor Agreementexpressly permitted by Section 6.02. (b) Upon the recordation of the Collateral Agreement (or a short-form security agreement in form and substance reasonably satisfactory to the Borrower and the Administrative Collateral Agent) with the United States Patent and Trademark Office and the United States Copyright Office, together with the financing statements or such other filings in appropriate form filed in the offices specified on Schedule 3.19(a) (or, in the case of Collateral delivered after the date hereof in accordance with the provisions of Section 5.12, in the appropriate filing offices3.18(a), the any Lien created under the Collateral Agreement shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in Patents and Trademarks (as each term is defined in the Collateral Agreement) registered or applied for with the United States Patent and Trademark Office or Copyrights Intellectual Property (as defined in the Collateral Agreement) registered or applied for with in which a security interest may be perfected by filing in the United States Copyright Office, as the case may beand its territories and possessions, in each case prior and superior in right to any other person other than Permitted Liens that may take priority as a matter of law, and as otherwise provided in the Pari Passu Intercreditor 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 or applied for Patentstrademarks and patents, Trademarks, or Copyrights, trademark and patent applications and registered copyrights acquired by the Loan Parties after the date hereof).

Security Documents. (a) The Guarantee and Collateral Agreement, upon execution and delivery thereof by the parties thereto, will 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 Guarantee and Collateral Agreement) and, when (i) in respect of Collateral in which a security interest can be perfected by control, such Collateral is delivered to the Collateral Agent and for so long as the proceeds thereof Collateral Agent remains in possession of such Collateral, the security interest created by the Guarantee and when Collateral Agreement shall constitute a perfected security interest, subject in priority to the Liens securing the First Lien Indebtedness pursuant to the Intercreditor Agreements, 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 subject to the Intercreditor Agreements and (ii) in respect of Collateral in which a security interest can be perfected by the filing of UCC financing statements, financing statements or other filings in appropriate form are filed in the offices specified on Schedule 3.19(a) (or, in 1.04 to the case of Collateral Perfection Certificate most recently delivered after to the date hereof in accordance with the provisions of Section 5.12, in the appropriate filing offices)Lender Representative, the Lien security interest created under by the Guarantee and Collateral Agreement will shall constitute a fully perfected Lien on, and security interest in, in all right, title and interest of the Loan Parties grantors thereunder in such Collateral (other than the Intellectual Property, Property (as defined in the Guarantee and Collateral Agreement)), in each case prior and superior in right to any other personPerson, other than Permitted with respect to Liens that may take priority as a matter of law, permitted by Section 6.02 and as otherwise provided in subject to the Pari Passu Intercreditor AgreementAgreements. (b) Upon [Reserved] (c) When the recordation of the Guarantee and Collateral Agreement (or a short-form security agreement summary thereof) is filed in form and substance reasonably satisfactory to the Borrower and the Administrative Agent) with the United States Patent and Trademark Office and the United States Copyright Office, together with Office and the financing statements or such other filings referred to in appropriate form filed in the offices specified on Schedule 3.19(aSection 3.17(a) (or, in the case of Collateral delivered after the date hereof in accordance with the provisions of Section 5.12, in the appropriate filing offices)above are appropriately filed, the Lien security interest created under by the Guarantee and Collateral Agreement shall constitute a fully perfected Lien on, and security interest in, in all right, title and interest of the Loan Parties grantors thereunder in Patents and Trademarks the Intellectual Property (as each term is defined in the Guarantee and Collateral Agreement) registered in which a security interest may be perfected by filing, recording or applied for with registering a security agreement, financing statement or analogous document in the United States Patent and Trademark Office or Copyrights (as defined in the Collateral Agreement) registered or applied for with the United States Copyright Office, as the case may beapplicable, in each case prior and superior in right to any other person other than Permitted Liens that may take priority as a matter of law, and as otherwise provided in the Pari Passu Intercreditor Agreement Person (it being understood that subsequent recordings in the United States Patent and Trademark Office and the United States Copyright Office and subsequent UCC filings may be necessary to perfect a Lien lien on registered or applied for Patentstrademarks, Trademarks, or Copyrights, trademark applications and copyrights acquired by the Loan Parties after the date hereofClosing Date), other than with respect to Liens permitted by Section 6.02 and subject to the Intercreditor Agreements. (d) Each Mortgage, upon execution and delivery thereof by the parties thereto, is effective to create, subject to the exceptions listed in each title insurance policy covering such Mortgage, in favor of and reasonably satisfactory to the Collateral Agent, for the benefit of the Secured Parties, a legal, valid and enforceable Lien on all of the applicable mortgagor’s right, title and interest in and to the Mortgaged Properties thereunder and the proceeds thereof, and when the Mortgages are filed in the appropriate offices, the Lien created by each Mortgage shall constitute a perfected Lien on all right, title and interest of the applicable mortgagor 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 permitted by Section 6.02 and subject to the Intercreditor Agreements.

Security Documents. (a) The Subject to the Legal Reservations, the U.S. Collateral Agreement, upon execution and delivery thereof by the parties thereto, will 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 U.S. Collateral Agreement) and the proceeds thereof and (i) when the Pledged Collateral (as defined in the U.S. Collateral Agreement) is delivered to the Collateral Agent, the Lien created under the U.S. Collateral Agreement shall constitute a fully perfected first priority Lien (subject to the rights of Persons pursuant to Liens expressly permitted by Section 6.02) 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, and (ii) when financing statements or other filings in appropriate form are filed in the offices specified on Schedule 3.19(a) (or), or other appropriate instruments are filed or other actions taken, all as described in the case of Collateral delivered after the date hereof in accordance with the provisions of Section 5.12, in the appropriate filing officesSchedule 3.19(a), the Lien created under the U.S. 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 (other than Intellectual Property, as defined in the U.S. Collateral Agreement), in each case prior and superior in right to any other personPerson, in each case other than Permitted with respect to Liens that may take priority as a matter of law, and as otherwise provided in the Pari Passu Intercreditor Agreementexpressly permitted by Section 6.02. (b) Upon the recordation of the U.S. Collateral Agreement (or a short-form security agreement in form and substance reasonably satisfactory to the Borrower Closing Date Borrower, the Administrative Agent and the Administrative Collateral Agent) with the United States Patent and Trademark Office and the United States Copyright Office, together with the financing statements or such other filings in appropriate form filed in the offices specified on Schedule 3.19(a) (or, in the case of Collateral delivered after the date hereof in accordance with the provisions of Section 5.12, in the appropriate filing offices), the Lien created under the U.S. Collateral Agreement shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in Patents and Trademarks (as each term is defined in the Collateral Agreement) registered or applied for with the United States Patent and Trademark Office or Copyrights Intellectual Property (as defined in the U.S. Collateral Agreement) registered or applied for with in which a security interest may be perfected by filing in the United States Copyright Office, as the case may beand its territories and possessions, in each case prior and superior in right to any other person other than Permitted Liens that may take priority as a matter of law, and as otherwise provided in the Pari Passu Intercreditor Agreement Person (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 or applied for Patentstrademarks and patents, Trademarks, or Copyrights, trademark and patent applications and registered copyrights acquired by the Loan Parties after the date hereofClosing Date). (c) Subject to the Legal Reservations, each Mortgage, when executed, will be effective to create in favor of the Collateral Agent, for the ratable benefit of the Secured Parties, a valid and enforceable Lien on all of the applicable Loan Party’s right, title and interest in and to the Mortgaged Property thereunder and the proceeds thereof, and when such Mortgage is filed and/or recorded in the relevant recorder’s office, such Mortgage shall constitute a fully perfected first priority Lien on, and security interest in, all right, title and interest of the applicable Loan Party in such Mortgaged Property and the proceeds thereof, other than with respect to the rights of Persons pursuant to Liens expressly permitted by Section 6.02.

Security Documents. (a) The Collateral Agreement, upon execution and delivery thereof by the parties thereto, will 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 Collateral Agreement). When (i) and the proceeds thereof and when financing statements or other filings specified on Schedule 5 of the Perfection Certificate in appropriate form are filed in the offices specified on Schedule 3.19(a6 of the Perfection Certificate with respect to such Collateral and (ii) (orif applicable, in certificates representing such Collateral are delivered to the case of Collateral delivered after the date hereof in accordance with the provisions of Section 5.12Agent, in the appropriate filing offices), the Lien created under security interests established by the Collateral Agreement will shall constitute a fully perfected Lien on, and security interest in, in all right, title and interest of the Loan Parties grantors thereunder in such Collateral (other than Intellectual Property, as defined and the proceeds thereof to the extent required in the Collateral Agreement)Agreement and to the extent that such filing or possession by the Collateral Agent may perfect such interest, in each case prior and superior in right to any other person, Person other than Permitted Persons holding Liens that may take priority as a matter of law, and as otherwise provided in the Pari Passu Intercreditor Agreementpermitted by Section 6.02. (b) Upon the recordation of When the Collateral Agreement (or a short-form security agreement summary thereof is properly filed in form and substance reasonably satisfactory to the Borrower and the Administrative Agent) with the United States Patent and Trademark Office and the United States Copyright Office, together and, with respect to Collateral in which a security interest cannot be perfected by such filings, upon the proper filing of the financing statements or such other filings referred to in appropriate form filed in the offices specified on Schedule 3.19(aparagraph (a) (orabove, in the case of Collateral delivered after the date hereof in accordance with the provisions of Section 5.12, in the appropriate filing offices), the Lien created under the Collateral Agreement and such financing statements shall constitute a fully perfected Lien on, and security interest in, in all right, title and interest of the Loan Parties in Patents and Trademarks (as each term is defined grantors in the Collateral Agreement) registered or applied for with the United States Patent and Trademark Office or Copyrights Intellectual Property (as defined in the Collateral Agreement) registered Agreement and to the extent that such filing or applied for with possession by the United States Copyright Office, as the case Collateral Agent may beperfect such interest), in each case prior and superior in right to any other person Person other than Permitted Persons holding Liens that may take priority as a matter of law, and as otherwise provided in the Pari Passu Intercreditor Agreement permitted by Section 6.02 (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 lien on registered or applied for Patentstrademarks and patents, Trademarks, or Copyrights, trademark and patent applications and registered copyrights acquired by the grantors after the Effective Date). (c) The Real Property Mortgages, if any, entered into after the Effective Date pursuant to Section 5.14 or 5.15 shall be effective under applicable law to create in favor of the Collateral Agent, for the benefit of the Secured Parties, a legal, valid and enforceable Lien on all the applicable mortgagor’s right, title and interest in and to the Mortgaged Real Properties covered thereby and proceeds thereof, and when the Real Property Mortgages are filed in the proper real estate filing offices, each Real Property Mortgage shall constitute a perfected Lien on, and security interest in, all right, title and interest of Loan Parties after in the date hereof)Mortgaged Real Property covered thereby and the proceeds thereof to the extent required in the applicable Real Property Mortgage, in each case prior and superior in right to any other Person, other than with respect to the rights of Persons pursuant to Liens permitted by Section 6.02. (d) Each Vessel Mortgage in favor of the Mortgage Trustee, for the benefit of the Secured Parties, is effective to create a legal, valid and enforceable Lien on all the applicable mortgagor’s right, title and interest in and to the whole of the Mortgaged Vessels covered thereby and the proceeds thereof, and when the Vessel Mortgages are filed for recording with the National Vessel Documentation Center of the United States Coast Guard, each Vessel Mortgage shall constitute a first “preferred mortgage” on the Mortgaged Vessels covered thereby in favor of the Mortgage Trustee for the ratable benefit of the Secured Parties under Chapter 313 of Title 46 of the United States Code, as amended, having the effect and with the priority provided in such Act, in each case prior and superior in right to any other Person, other than with respect to the rights of Persons pursuant to Liens permitted by Section 6.02. (e) Each Assignment of Insurance is effective to create in favor of the Mortgage Trustee, for the benefit of the Secured Parties, a legal, valid and enforceable Lien on the insurances covered thereby and, when notices of assignment in appropriate form are given, in respect of such insurances, to all brokers, insurance companies and underwriters with or through whom any policies or entries relating to such insurances or any part thereof are effected, each Assignment of Insurance shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of grantors thereunder in such insurance 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 permitted by Section 6.02. (f) Each Assignment of Earnings is effective to create in favor of the Mortgage Trustee, for the benefit of the Secured Parties, a legal, valid and enforceable Lien on the earnings covered thereby and, when notices of assignment in appropriate form are given, in respect of such earnings, to all debtor parties and financing statements in appropriate form are filed, each Assignment of Earnings shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of grantors thereunder in such earnings, in each case prior and superior in right to any other Person, other than with respect to the rights of Persons pursuant to Liens permitted by Section 6.02.

Security Documents. (a) The Collateral Each of the Pledge and Security Agreement and the Pledge Agreement, upon execution and delivery thereof by the parties thereto, will 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 Collateral Agreementtherein) and the proceeds thereof and (i) when financing statements or other filings in appropriate form are filed in the offices specified on Schedule 3.19(a) (or, in Pledged Collateral is delivered to the case of First Lien Collateral delivered after the date hereof in accordance with the provisions of Section 5.12, in the appropriate filing offices)Agent, the Lien created under the Collateral Agreement will such Security Document shall constitute a fully perfected second priority Lien on, and security interest in, all right, title and interest of the Loan Grantors in such Pledged Collateral, in each case prior and superior in right to any other person other than the First Lien Secured Parties (as defined in Intercreditor Agreement), and (ii) when financing statements in appropriate form are filed in the offices specified on Schedule 3.19(a), the Lien created under the Pledge and Security Agreement will constitute a fully perfected second priority Lien on, and security interest in, all right, title and interest of the Borrower in such Collateral (other than Intellectual Property, as defined in the Collateral Pledge and Security Agreement), in each case prior and superior in right to any other person, other than Permitted with respect to Liens that may take priority as a matter of law, and as otherwise provided in the Pari Passu Intercreditor Agreementexpressly permitted by Section 6.02. (b) Upon the recordation of the Collateral Pledge and Security Agreement (or a short-form security agreement in form and substance reasonably satisfactory to the Borrower and the Administrative Agent) with the United States Patent and Trademark Office and the United States Copyright Office, together with the financing statements or such other filings in appropriate form filed in the offices specified on Schedule 3.19(a) (or, in the case of Collateral delivered after the date hereof in accordance with the provisions of Section 5.12, in the appropriate filing offices), the Lien created under the Collateral Pledge and 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 Patents and Trademarks (as each term is defined Borrower in the Collateral Agreement) registered or applied for with the United States Patent and Trademark Office or Copyrights Intellectual Property (as defined in the Collateral Pledge and Security Agreement) registered or applied for with in which a security interest may be perfected by filing in the United States Copyright Office, as the case may beand its territories and possessions, in each case prior and superior in right to any other person other than Permitted Liens that may take priority as a matter of law, and as otherwise provided in the Pari Passu Intercreditor 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 or applied for Patentstrademarks and patents, Trademarks, or Copyrights, trademark and patent applications and registered copyrights acquired by the Loan Parties Borrower after the date hereof).

Security Documents. (a) The Guarantee and Collateral Agreement, upon execution and delivery thereof by the parties thereto, will Agreement is effective to create in favor of the Collateral Agent, for the ratable benefit of the Secured Parties, a legal, valid valid, binding and enforceable security interest in the Collateral (as defined described therein in which a security interest can be created under Article 8 or 9 of the Collateral Agreement) UCC and the proceeds thereof and (i) in the case of the Pledged Collateral, upon the earlier of (A) when such Pledged Collateral is delivered to the Collateral Agent and (B) when financing statements or other filings in appropriate form are filed in the offices specified on Schedule 3.19(a) and (or, ii) in the case of all other Collateral delivered after the date hereof described therein in accordance with the provisions of Section 5.12, in the appropriate filing offices), the Lien which a security interest can be created under the Collateral Agreement will constitute a fully perfected Lien on, and security interest in, all right, title and interest Article 8 or 9 of the Loan Parties in such Collateral UCC (other than Intellectual Property, as defined in the Collateral AgreementProperty Collateral), in each case prior and superior in right to any other person, other than Permitted Liens that may take priority as a matter of law, and as otherwise provided in the Pari Passu Intercreditor Agreement. (b) Upon the recordation of the Collateral Agreement (or a short-form security agreement in form and substance reasonably satisfactory to the Borrower and the Administrative Agent) with the United States Patent and Trademark Office and the United States Copyright Office, together with the when financing statements or such other filings in appropriate form are filed in the offices specified on Schedule 3.19(a) (or, in the case of Collateral delivered after the date hereof in accordance with the provisions of Section 5.12, in the appropriate filing offices), 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 Secured Parties in Patents such Collateral in which a security interest can be created under Article 8 or 9 of the UCC and Trademarks proceeds thereof, as security for the Obligations, in each case prior and superior to the rights of any other person (as each term is defined except, in the case of all Collateral Agreementother than Pledged Collateral, with respect to Liens expressly permitted by Section 6.02 and, in the case of Pledged Collateral, with respect to any Liens expressly permitted by clauses (b) registered or applied (d) of Section 6.02). (b) Each Intellectual Property Security Agreement is effective to create in favor of the Collateral Agent, for with 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 or Copyrights (as defined in the Collateral Agreement) registered or applied for with 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 in which a security interest may be perfected by filing in the United States and proceeds thereof, as security for the case may beObligations, in each case prior and superior in right to any other person other than Permitted (except with respect to Liens that may take priority as a matter of law, and as otherwise provided in the Pari Passu Intercreditor Agreement expressly permitted by Section 6.02) (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 lien on registered or applied for Patentstrademarks, Trademarks, or Copyrights, trademark applications and copyrights acquired by the Loan Parties grantors after the date hereof). (c) Each of the Mortgages is effective to create in favor of the Collateral 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(c), each such Mortgage shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the grantors thereof in such Mortgaged Property and proceeds thereof, as security for the Obligations, in each case prior and superior in right to any other person (except with respect to Liens expressly permitted by Section 6.02).

Security Documents. (a) The Collateral Agreement, upon execution and delivery thereof by the parties thereto, will 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 Collateral Security Agreement) and to the proceeds thereof and extent that a security interest can be created in such property under the Uniform Commercial Code, and, when financing statements or other filings in appropriate form are filed in the offices specified on Schedule 3.19(a) (or, in 6 to the case of Collateral delivered after the date hereof in accordance with the provisions of Section 5.12, in the appropriate filing offices)Perfection Certificate, the Lien created under the 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 (other than Intellectual Property, as defined in the Collateral Agreement), in each case prior and superior in right to any other person, other than Permitted Liens that may take priority as a matter of law, and as otherwise provided in the Pari Passu Intercreditor Agreement. (b) Upon the recordation of the Collateral Agreement (or a short-form security agreement in form and substance reasonably satisfactory to the Borrower and the Administrative Agent) with the United States Patent and Trademark Office and the United States Copyright Office, together with the financing statements or such other filings in appropriate form filed in the offices specified on Schedule 3.19(a) (or, in the case of Collateral delivered after the date hereof in accordance with the provisions of Section 5.12, in the appropriate filing offices), the Lien created under the Collateral 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 Patents and Trademarks such Collateral (other than as each term is defined expressly permitted in the Collateral Security Agreement) registered or applied for with to the United States Patent and Trademark Office or Copyrights (as defined in extent that a security interest may be perfected by filing under the Collateral Agreement) registered or applied for with the United States Copyright Office, as the case may beUniform Commercial Code, in each case prior and superior in right to any other person person, other than Permitted with respect to Liens that may take priority as expressly permitted by Section 6.02. (b) When 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 matter of lawfully perfected Lien on, and as otherwise provided security interest in, all right, title and interest of the grantors thereunder in the Pari Passu Intercreditor Agreement Intellectual Property (as defined in the Security Agreement), in each case prior and superior in right (subject to Liens permitted under Section 6.02) to any other person (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 lien on registered or applied for Patentstrademarks, Trademarks, or Copyrights, trademark applications and copyrights acquired by the Loan Parties grantors after the date hereof). (c) Each Mortgage is 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 relevant Loan Party's right, title and interest in and to the Mortgaged Property thereunder and the proceeds thereof, and when such Mortgage is filed in the relevant office specified on Schedule 3.18(c), such Mortgage shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of such 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 6.02.

Security Documents. (a) The Collateral Agreement, upon execution and delivery thereof by the parties thereto, will Pledge 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 Collateral Pledge Agreement) and, the Pledge Agreement, together with the Collateral delivered to the Agent pursuant thereto, constitutes a fully perfected first priority Lien on, and security interest in, all right, title and interest of the pledgors thereunder in such Collateral, in each case prior and superior in right to any other person, except as provided in the Centre Intercreditor Agreement. (b) The Security Agreement is effective to create in favor of the Agent, for the ratable benefit of the Secured Parties, a legal, valid and enforceable first priority security interest in the Collateral, except as provided in the Centre Intercreditor Agreement and, the Security Agreement, together with financing statements filed in connection with the Original Credit Agreement and the Pledged Securities (as defined in the Security Agreement) delivered pursuant to the Security Agreement, constitute a fully perfected Lien on, and security interest in, all right, title and interest of the grantors thereunder in such Collateral in which a security interest can be perfected by (i) filing a financing statement under Article 9 of the Uniform Commercial Code or (ii) delivering possession of a security under Article 8 of the Uniform Commercial Code, in each case prior and superior in right to any other person, other than with respect to Liens expressly permitted by Section 6.02 and as provided in the Centre Intercreditor Agreement. (c) The Security Agreement, together with the filings made in the United States Patent and Trademark Office and the United States Copyright Office in connection with the Security Agreement constitute a fully perfected Lien on, and security interest in, all right, title and interest of the grantors thereunder in the Intellectual Property of the Parent, the Borrower and the Subsidiaries to the extent that security interests in such Intellectual Property can be perfected by filing in such offices, in each case prior and superior in right to any other person , except as provided in the Centre Intercreditor Agreement (it being understood that subsequent filings in the United States Patent and Trademark Office and the United States Copyright Office may be necessary to perfect a lien on Intellectual Property acquired by the grantors after the date hereof). (d) Each Mortgage is effective to create in favor of the 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 thereof, and when financing statements or other filings in appropriate form are such Mortgage is filed in the offices specified on Schedule 3.19(a) (or, in the case of Collateral delivered after the date hereof in accordance with the provisions of Section 5.12, in the appropriate filing offices3.18(d), the Lien created under the Collateral Agreement will such Mortgage shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral (other than Intellectual Property, as defined in Mortgaged Property and the Collateral Agreement)proceeds thereof, in each case prior and superior in right to any other person, other than Permitted with respect to the rights of persons pursuant to Liens that may take priority as a matter of law, expressly permitted by Section 6.02 and as otherwise provided in the Pari Passu Centre Intercreditor Agreement. (be) Upon The Agent for the recordation benefit of the Secured Parties will at all times have the Liens provided for in the Collateral Agreement (or a short-form security agreement in form and substance reasonably satisfactory Documents and, subject to the Borrower filing by the Agent of continuation statements to the extent required by the Uniform Commercial Code, the Collateral Documents will at all times constitute a valid and continuing lien of record and first priority perfected security interest in all the Administrative Agent) with the United States Patent and Trademark Office and the United States Copyright OfficeCollateral referred to therein, together with the financing statements or such other filings in appropriate form filed except as provided in the offices specified on Schedule 3.19(a) (or, in the case of Centre Intercreditor Agreement and except as priority may be affected by Liens expressly permitted by Section 6.02 and except for Collateral delivered after the date hereof released in accordance with the all applicable provisions of Section 5.12, this Amended Agreement and the Collateral Documents. No filings or recordings are required in order to perfect the appropriate filing offices), the Lien security interests created under the Collateral Agreement shall constitute a fully perfected Lien onDocuments, except for filings or recordings listed on Schedule 3.18(e). (f) By complying with Sections 4.01(e) and security interest in, all right, title and interest 4.02(x) of the Loan Parties in Patents Security Agreement and Trademarks (as upon receipt by the Agent of acknowledgement copies of each term is defined Notice of Assignment, substantially in the Collateral form of Exhibit D 2 to the Security Agreement) registered or applied for with , as required under the United States Patent and Trademark Office or Copyrights Assignment of Claims Act of 1940, as amended (31 U.S.C. ss.3727, 41 U.S.C. ss.15(1988)), each Grantor (as defined in the Collateral Security Agreement) registered shall have assigned to the Agent all moneys due or applied for to become due under each Government Contract (other than (i) those Government Contracts identified as completed on Schedule 13 to the Security Agreement and (ii) Government Contract 65-02F-0414D with the United States Copyright Office, as the case may be, in each case prior General Services Administration) with a total current or potential value exceeding $100,000 and superior in right to entered into by such Grantor with any other person other than Permitted Liens that may take priority as a matter of law, and as otherwise provided in the Pari Passu Intercreditor 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 or applied for Patents, Trademarks, or Copyrights, acquired by the Loan Parties after the date hereof)U.S. Federal Governmental Authority.

Security Documents. (a) The Guarantee and Collateral Agreement, upon execution and delivery thereof by the parties thereto, will 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 Guarantee and Collateral Agreement) and the proceeds thereof and (i) when financing statements or other filings in appropriate form are filed the Pledged Collateral (as defined in the offices specified on Schedule 3.19(aGuarantee and Collateral Agreement) (or, in to be perfected by possession is delivered to the case of Collateral delivered after the date hereof in accordance with the provisions of Section 5.12, in the appropriate filing offices)Agent, the Lien created under the Guarantee and Collateral Agreement shall constitute a fully perfected first priority 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, and (ii) when financing statements in appropriate form are filed in, and required filing fees paid to, the offices specified on Schedule 3.31, the Lien created under the Guarantee and Collateral Agreement will constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral that can be perfected by filing a financing statement (other than Intellectual Property, as defined in the Collateral Agreement), in each case prior and superior in right to any other person, other than Permitted with respect to Liens that may take priority as a matter of law, and as otherwise provided in the Pari Passu Intercreditor Agreementexpressly permitted by Section 6.02. (b) Upon the recordation of the Guarantee and Collateral Agreement (or a short-short form security agreement in form and substance reasonably satisfactory to the Borrower and the Administrative Collateral Agent) with the United States Patent and Trademark Office and the United States Copyright Office, together with the financing statements or such other filings in appropriate form filed in the offices specified on Schedule 3.19(a) (or, in the case of Collateral delivered after the date hereof in accordance with the provisions of Section 5.12, in the appropriate filing offices)3.31, 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 Patents and Trademarks (as each term is defined the Intellectual Property in the Collateral Agreement) registered or applied for with which a security interest may be perfected by filing in the United States Patent and Trademark Office or Copyrights (as defined in the Collateral Agreement) registered or applied for with the United States Copyright Office, as the case may beits territories and possessions, in each case prior and superior in right to any other person other than Permitted Liens that may take priority as a matter of law, and as otherwise provided in the Pari Passu Intercreditor 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 or applied for Patentstrademarks and patents, Trademarks, or Copyrights, trademark and patent applications and registered copyrights acquired by the Loan Parties after the date hereof).

Security Documents. (a) The Collateral Agreement, upon execution and delivery thereof by the parties thereto, will Security Agreement is effective to create in favor of the Collateral Agent, for the ratable benefit of the Secured Parties, a Administrative Agent legal, valid and enforceable Liens on, and security interest in interests in, the Collateral (as defined in the Collateral Security Agreement) and the proceeds thereof and and, (i) when financing statements or and other filings in appropriate form are filed in the offices specified on Schedule 3.19(aappropriate offices, and (ii) upon the taking of possession or control by the Administrative Agent of the Collateral (or, as defined in the case of Collateral delivered after the date hereof in accordance Security Agreement) with the provisions of Section 5.12, in the appropriate filing offices)respect to which a security interest may be perfected only by possession or control, the Lien Liens created under by the Collateral Security Agreement will 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 such the Collateral (other than Intellectual Property, as defined in the Security Agreement) (other than (A) the patents, trademarks, trade styles, copyrights, and other intellectual property rights (including all registrations and applications therefor) and (B) such Collateral (as defined in the Security Agreement) in which a security interest cannot be perfected under the UCC as in effect at the relevant time in the relevant jurisdiction or in respect of which perfection is not required at such time by this Agreement or the Security Agreement), in each case prior and superior in right subject to any other person, no Liens other than Permitted Liens that may take priority as a matter of law, and as otherwise provided in the Pari Passu Intercreditor Agreementthose permitted by Section 8.8. (b) Upon When (i) the recordation of the Collateral Security Agreement (or a short-short form security agreement thereof is filed in form and substance reasonably satisfactory to the Borrower and the Administrative Agent) with the United States Patent and Trademark Office and the United States Copyright Office, together with the as applicable, and (ii) financing statements or such and other filings in appropriate form are filed in the offices specified on Schedule 3.19(a) (or, in the case of Collateral delivered after the date hereof in accordance with the provisions of Section 5.12, in the appropriate filing applicable offices), the Lien Liens created under the Collateral by such Security Agreement shall constitute a fully perfected Lien Liens on, and security interest interests in, all right, title and interest of the Loan Parties in Patents and Trademarks (as each term is defined grantors thereunder in the Collateral Agreement) registered or applied for with the United States Patent patents, trademarks, trade styles, copyrights, and Trademark Office or Copyrights other intellectual property rights (as defined in the Collateral Agreement) registered or applied for with the United States Copyright Office, as the case may beincluding all registrations and applications therefor), in each case prior and superior in right subject to any other person no Liens other than Permitted Liens that may take priority as a matter of law, and as otherwise provided in the Pari Passu Intercreditor 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 or applied for Patents, Trademarks, or Copyrights, acquired those permitted by the Loan Parties after the date hereof)Section 8.8.

Security Documents. (a) The Guarantee and Collateral Agreement, upon execution and delivery thereof by the parties thereto, will 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 Guarantee and Collateral Agreement) and the proceeds thereof and (i) when the Pledged Collateral (as defined in the Guarantee and Collateral Agreement) is delivered to the Collateral Agent, the Lien created under the Guarantee and Collateral Agreement in favor of the Collateral Agent for the ratable benefit of the Secured Parties shall constitute a fully perfected first priority Lien on, and security interest in, all right, title and interest of the Loan Parties in such Pledged Collateral, in each case, pari passu with the Term Liens and prior and superior in right to any other person, and (ii) when financing statements or other filings in appropriate form are filed in the offices specified on Schedule 3.19(a) (or, in the case of Collateral delivered after the date hereof in accordance with the provisions of Section 5.12, in the appropriate filing offices), the Lien created under the Guarantee and Collateral Agreement in favor of the Collateral Agent for the ratable benefit of the Secured Parties will constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral (other than Intellectual Property, as defined in the Guarantee and Collateral Agreement), in each case pari passu with the Term Liens and prior and superior in right to any other person, other than Permitted with respect to Liens that may take priority as a matter of law, and as otherwise provided in the Pari Passu Intercreditor Agreementexpressly permitted by Section 6.02. (b) Upon the recordation of the Guarantee and Collateral Agreement (or a short-form security agreement in form and substance reasonably satisfactory to the Borrower and the Administrative Collateral Agent) with the United States Patent and Trademark Office and the United States Copyright Office, together with the financing statements or such other filings in appropriate form filed in the offices specified on Schedule 3.19(a) (or, in the case of Collateral delivered after the date hereof in accordance with the provisions of Section 5.12, in the appropriate filing offices), the Lien created under the Guarantee and Collateral Agreement in favor of the Collateral Agent for the ratable benefit of the Secured Parties shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in Patents and Trademarks (as each term is defined in the Collateral Agreement) registered or applied for with the United States Patent and Trademark Office or Copyrights Intellectual Property (as defined in the Guarantee and Collateral Agreement) registered or applied for with in which a security interest may be perfected by filing in the United States Copyright Office, as the case may beand its territories and possessions, in each case prior and superior in right to any other person other than Permitted Liens that may take priority as a matter of law, and as otherwise provided in pari passu with the Pari Passu Intercreditor 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 or applied for Patents, Trademarks, or Copyrights, acquired by the Loan Parties after the date hereof).Term

Security Documents. (a) The Collateral Agreement, upon execution and delivery thereof by the parties thereto, will Pledge Agreement is ------------------- effective to create in favor of the Collateral Administrative Agent, for the ratable benefit of the Secured Parties, a legal, valid and enforceable security interest in the Collateral (as defined in the Collateral Pledge Agreement) and, when such Collateral is delivered to the Administrative Agent, the Pledge Agreement shall constitute a fully perfected first priority Lien on, and security interest in, all right, title and interest of the proceeds thereof pledgors 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 Administrative 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, when financing statements or other filings in appropriate form are filed in the offices specified on Schedule 3.19(a) (or, in 6 to the case of Collateral delivered after the date hereof in accordance with the provisions of Section 5.12, in the appropriate filing offices)Perfection Certificate, the Lien created under the Collateral Security Agreement will shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties grantors thereunder in such Collateral (other than the Intellectual Property, Property (as defined in the Collateral Security Agreement)), in each case prior and superior in right to any other personPerson, other than Permitted with respect to Liens that may take priority as a matter of law, and as otherwise provided in the Pari Passu Intercreditor Agreementexpressly permitted by Section 6.02. (bc) Upon When the recordation of the Collateral Security Agreement (or a short-form security agreement is filed in form and substance reasonably satisfactory to the Borrower and the Administrative Agent) with the United States Patent and Trademark Office and the United States Copyright Office, together with the financing statements or such other filings in appropriate form filed in the offices specified on Schedule 3.19(a) (or, in the case of Collateral delivered after the date hereof in accordance with the provisions of Section 5.12, in the appropriate filing offices), the Lien created under the Collateral Security Agreement shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in Patents and Trademarks the Intellectual Property (as each term is defined in the Collateral Security Agreement) registered in which a security interest may be perfected by filing, recording or applied for with registering a security agreement, financing statement or analogous document in the United States Patent and Trademark Office or Copyrights (as defined in the Collateral Agreement) registered or applied for with the United States Copyright Office, as the case may beapplicable, in each case prior and superior in right to any other person Person other than Permitted Liens that may take priority as a matter of law, and as otherwise provided in the Pari Passu Intercreditor Agreement expressly permitted by Section 6.02 (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 or applied for Patentstrademarks, Trademarks, or Copyrights, trademark applications and copyrights acquired by the Loan Parties after the date hereof). (d) The Mortgages, when executed and delivered, will be effective to create, subject to the exceptions listed in each title insurance policy covering such Mortgage, 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 thereunder and the proceeds thereof, and when the Mortgages are filed in the offices specified on Schedule 3.16(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. (a) The Collateral Agreement, upon execution and delivery thereof by the parties thereto, will Pledge 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 Collateral Pledge Agreement) and and, when the proceeds thereof and when financing statements or other filings in appropriate form are filed in Collateral is delivered to the offices specified on Schedule 3.19(a) (or, in the case of Collateral delivered after the date hereof in accordance with the provisions of Section 5.12, in the appropriate filing offices)Agent, the Lien created under the Collateral Pledge Agreement will shall 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 (other than Intellectual Property, as defined in the Collateral Agreement)Collateral, in each case prior and superior in right to any other person, other than Permitted Liens that may take priority as a matter of law, and as otherwise provided in the Pari Passu Intercreditor Agreement. (b) Upon the recordation The Security Agreement is effective to create in favor of the Collateral Agreement Agent, for the ratable benefit of the Secured Parties, a legal, valid and enforceable security interest in the Collateral (or a short-form security agreement as defined in form and substance reasonably satisfactory to the Borrower and the Administrative AgentSecurity Agreement) with the United States Patent and Trademark Office and the United States Copyright Officeand, together with the (i) assuming that financing statements or such other filings in appropriate form have been filed in the offices specified in Section 3.19(b) of the Existing Credit Agreement, and (ii) when financing statements in appropriate form are filed in the offices specified on Schedule 3.19(a) (or, in the case of Collateral delivered after the date hereof in accordance with the provisions of Section 5.12, in the appropriate filing offices3.19(b), the Lien created under the Collateral 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 Patents and Trademarks such Collateral (other than the Intellectual Property, as each term is defined in the Collateral 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) registered or applied for with Assuming that the Security Agreement has been filed in the United States Patent and Trademark Office or Copyrights (as defined in the Collateral Agreement) registered or applied for with and the United States Copyright Office, the 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 (as defined in the case may beSecurity Agreement), in each case prior and superior in right to any other person other than Permitted Liens that may take priority as a matter of law, and as otherwise provided in the Pari Passu Intercreditor 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 lien on registered or applied for Patentstrademarks, Trademarks, or Copyrights, trademark applications and copyrights acquired by the Loan Parties grantors after the date hereof).

Security Documents. (a) The Collateral Agreement, upon execution and delivery thereof by the parties thereto, will Pledge 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 Collateral Pledge Agreement) and and, for so long as the proceeds thereof and when financing statements or other filings in appropriate form are filed in the offices specified on Schedule 3.19(a) (or, in the case of Collateral delivered after the date hereof in accordance with the provisions of Section 5.12, in the appropriate filing offices)Agent continues to hold such Collateral, the Lien created under the Collateral Pledge Agreement will shall 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 (other than Intellectual Property, as defined in the Collateral Agreement)Collateral, in each case prior and superior in right to any other person, other than Permitted Liens that may take priority as a matter of law, and as otherwise provided in the Pari Passu Intercreditor Agreement. (b) Upon the recordation The Security Agreement is effective to create in favor of the Collateral Agreement Agent, for the ratable benefit of the Secured Parties, a legal, valid and enforceable security interest in the Collateral (or a short-form security agreement as defined in form and substance reasonably satisfactory to the Borrower and the Administrative AgentSecurity Agreement) with the United States Patent and Trademark Office and the United States Copyright Officeand, together with the when financing statements or such other filings in appropriate form are filed in the offices specified on Schedule 3.19(a) (or, in 6 to the case of Collateral delivered after the date hereof in accordance with the provisions of Section 5.12, in the appropriate filing offices)Perfection Certificate, the Lien created under the Collateral 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 Patents and Trademarks such Collateral (other than the Intellectual Property, as each term is defined in the Collateral 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) registered or applied for with Assuming the Security Agreement has been filed in the United States Patent and Trademark Office or Copyrights (as defined in the Collateral Agreement) registered or applied for with and the United States Copyright Office, the Security Agreement constitutes a fully perfected Lien on, and security interest in, all right, title and interest of the grantors thereunder in the Intellectual Property (as defined in the case may beSecurity Agreement), in each case prior and superior in right to any other person other than Permitted Liens that may take priority as a matter of law, and as otherwise provided in the Pari Passu Intercreditor 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 lien on registered or applied for Patentstrademarks, Trademarks, or Copyrights, trademark applications and copyrights acquired by the Loan Parties grantors after the date hereof). (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 Property thereunder and the proceeds thereof, and assuming the Mortgages have been filed in the offices specified on Schedule 3.19(d), the Mortgages constitute a fully 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 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. (a) The Guarantee and Collateral Agreement, upon execution and delivery thereof by the parties thereto, will 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 Guarantee and Collateral Agreement) and the proceeds thereof and (i) when the Pledged Collateral (as defined in the Guarantee and Collateral Agreement) is delivered to the collateral agent under the First Lien Guarantee and Collateral Agreement, the Lien created under the Guarantee and Collateral 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 Pledged Collateral, in each case prior and superior in right to any other person other than the First Lien Secured Parties (as defined in the Intercreditor Agreement), and (ii) when financing statements or other filings in appropriate form are filed in the offices specified on Schedule 3.19(a) (or, in the case of Collateral delivered after the date hereof in accordance with the provisions of Section 5.12, in the appropriate filing offices), the Lien created under the Guarantee and Collateral Agreement will constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral (other than Intellectual Property, as defined in the Guarantee and Collateral Agreement), in each case prior and superior in right to any other person, other than Permitted with respect to Liens that may take priority as a matter of law, and as otherwise provided in the Pari Passu Intercreditor Agreementexpressly permitted by Section 6.02. (b) Upon the recordation of the Guarantee and Collateral Agreement (or a short-form security agreement in form and substance reasonably satisfactory to the Borrower and the Administrative Agent) with the United States Patent and Trademark Office and the United States Copyright Office, together with the financing statements or such other filings in appropriate form filed in the offices specified on Schedule 3.19(a) (or, in the case of Collateral delivered after the date hereof in accordance with the provisions of Section 5.12, in the appropriate filing offices), 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 Patents and Trademarks (as each term is defined in the Collateral Agreement) registered or applied for with the United States Patent and Trademark Office or Copyrights Intellectual Property (as defined in the Guarantee and Collateral Agreement) registered or applied for with in which a security interest may be perfected by filing in the United States Copyright Office, as the case may beand its territories and possessions, in each case prior and superior in right to any other person person, other than Permitted with respect to the rights of persons pursuant to Liens that may take priority as a matter of law, and as otherwise provided in the Pari Passu Intercreditor Agreement expressly permitted by Section 6.02 (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 or applied for Patentstrademarks and patents, Trademarks, or Copyrights, trademark and patent applications and registered copyrights acquired by the Loan Parties after the date hereof). (c) The Foreign Pledge Agreements will be 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 Foreign Pledged Collateral described therein and the proceeds thereof and when (i) the filings and registrations specified in the applicable Foreign Pledge Agreement, or otherwise required to be filed in connection therewith, are filed or registered in the offices specified on Schedule 3.19(c), or (ii) other requirements with respect to appropriate instruments are satisfied in connection therewith, such Foreign Pledge Agreement shall provide for a fully perfected second priority Lien on, and security interest in, all right, title and interest of the Loan Parties in the Foreign Pledged Collateral, in each case prior and superior in right to any other person, other than with respect to Liens expressly permitted by Section 6.02.

Security Documents. (a) The Collateral Agreement, upon execution and delivery thereof by the parties thereto, will Pledge 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 Collateral Pledge Agreement) and and, when the proceeds thereof and when financing statements Collateral is delivered to the Collateral Agent (or other filings in appropriate form are filed in the offices specified on Schedule 3.19(a) (or, in the case of Collateral delivered after Foreign Subsidiaries in Germany, the date hereof in accordance Netherlands and the United Kingdom, when pledge agreements complying with the provisions of Section 5.12, in the appropriate filing officesapplicable foreign laws are executed and delivered), the Lien created under the Collateral Pledge Agreement will shall 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 (other than Intellectual Property, as defined in the Collateral Agreement)Collateral, in each case prior and superior in right to any other person, other than Permitted Liens that may take priority as a matter of law, and as otherwise provided in the Pari Passu Intercreditor Agreement. (b) Upon the recordation The Security Agreement is effective to create in favor of the Collateral Agreement Agent, for the ratable benefit of the Secured Parties, a legal, valid and enforceable security interest in the Collateral (or a short-form security agreement as defined in form and substance reasonably satisfactory to the Borrower and the Administrative AgentSecurity Agreement) with the United States Patent and Trademark Office and the United States Copyright Officeand, together with the when financing statements or such other filings in appropriate form are filed in the offices specified on Schedule 3.19(a) (or, in 6 to the case of Collateral delivered after the date hereof in accordance with the provisions of Section 5.12, in the appropriate filing offices)Perfection Certificate, the Lien created under the Collateral 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 Patents and Trademarks such Collateral (other than the Intellectual Property, as each term is defined in the Collateral 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) registered or applied for with When the Security Agreement is filed in the United States Patent and Trademark Office or Copyrights (as defined in the Collateral Agreement) registered or applied for with and the United States Copyright Office, the 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 (as defined in the case may beSecurity Agreement), in each case prior and superior in right to any other person other than Permitted Liens that may take priority as a matter of law, and as otherwise provided in the Pari Passu Intercreditor 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 lien on registered or applied for Patentstrademarks, Trademarks, or Copyrights, trademark applications and copyrights acquired by the Loan Parties grantors after the date hereof). (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 Property thereunder and the proceeds thereof, and when the Mortgages are filed in the appropriate offices in the jurisdictions in which the Mortgaged Properties are located the Mortgages shall constitute a fully 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 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. (e) The UK Charge Documents are effective to create in favor of Activision a legal, valid and enforceable security interest in and charge over the personal property assets of UK Sub described therein and, when Form 395 is filed in the Companies House in the United Kingdom, such UK Charge Documents shall constitute a fully perfected Lien on, and security interest on all right, title and interest of UK Sub in such personal property assets prior and superior in right to any other person.

Security Documents. (a) The Pledge 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 Pledge Agreement) and, upon execution when the Collateral is delivered to the Collateral Agent, the Pledge Agreement shall constitute a duly perfected first priority Lien on, and delivery thereof security interest in, all right, title and interest of the pledgors 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, when financing statements in appropriate form are filed in the offices specified on Schedule 6 to the Perfection Certificate, the Security Agreement shall constitute (to the extent such security interest can be perfected under applicable uniform commercial codes) a duly perfected Lien on, and security interest in, all right, title and interest of the grantors thereunder in such Collateral, in each case prior and superior in right to any other person, other than with respect to Liens expressly permitted by the parties thereto, will Section 6.02. (c) The Collateral Assignment 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 Collateral AgreementAssignment) and, when the Bidco Note is delivered to the Collateral Agent and the proceeds thereof and when financing statements or other filings in appropriate form are filed in the offices specified on Schedule 3.19(a) (or, in the case of Collateral delivered after the date hereof in accordance with the provisions of Section 5.12, in the appropriate filing offices), the Lien created Collateral Assignment shall constitute (to the extent such security interest can be perfected by filing under the Collateral Agreement will constitute applicable uniform commercial codes) a fully duly perfected Lien on, and security interest in, all right, title and interest of the Loan Parties Borrower in such Collateral (other than Intellectual Property, as defined in the Collateral Agreement)Collateral, in each case prior and superior in right to any other person, other than Permitted with respect to Liens that may take priority as a matter of law, and as otherwise provided in the Pari Passu Intercreditor Agreementexpressly permitted by Section 6.02. (b) Upon the recordation of the Collateral Agreement (or a short-form security agreement in form and substance reasonably satisfactory to the Borrower and the Administrative Agent) with the United States Patent and Trademark Office and the United States Copyright Office, together with the financing statements or such other filings in appropriate form filed in the offices specified on Schedule 3.19(a) (or, in the case of Collateral delivered after the date hereof in accordance with the provisions of Section 5.12, in the appropriate filing offices), the Lien created under the Collateral Agreement shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in Patents and Trademarks (as each term is defined in the Collateral Agreement) registered or applied for with the United States Patent and Trademark Office or Copyrights (as defined in the 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 other than Permitted Liens that may take priority as a matter of law, and as otherwise provided in the Pari Passu Intercreditor 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 or applied for Patents, Trademarks, or Copyrights, acquired by the Loan Parties after the date hereof).

Security Documents. (a) The Guarantee and Collateral Agreement, upon execution and delivery thereof by the parties thereto, will 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 Guarantee and Collateral Agreement) and the proceeds thereof and (i) when the certificates in respect of the Pledged Collateral constituting certificated securities (within the meaning of Section 8-102(a)(4) of the UCC) and the instruments in respect of the Pledged Collateral constituting instruments (within the meaning of Section 9-102(a)(47) of the UCC), in each case endorsed to the Collateral Agent or in blank is in the possession of the Collateral Agent, the Lien created under the Guarantee and Collateral Agreement shall constitute a fully perfected first priority Lien on, and security interest in, all right, title and interest of the Loan Parties in such Pledged Collateral, in each case prior and superior in right to any other Person (other than with respect to Liens expressly permitted under Section 6.02 other than Sections 6.02(b), 6.02(j), 6.02(l) (other than Indebtedness incurred pursuant to Section 6.02(l) expressly permitted to be secured on a pari passu basis with the Loans) and 6.02(r)), and (ii) when financing statements or other filings in appropriate form are filed in the offices specified on Schedule 3.19(a) (or, in the case of Collateral delivered after the date hereof in accordance with the provisions of Section 5.12, in the appropriate filing offices3.18(a), the Lien created under the Guarantee and Collateral Agreement will constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral (other than Intellectual Property, Property (as defined in the Guarantee and Collateral Agreement)) to the extent that a security interest therein may be perfected by the filing of a financing statement in respect thereof, in each case prior and superior in right to any other personPerson, other than Permitted with respect to Liens that may take priority as expressly permitted by Section 6.02 other than Sections 6.02(b), 6.02(j), 6.02(l) (other than Indebtedness incurred pursuant to Section 6.02(l) expressly permitted to be secured on a matter of law, pari passu basis with the Loans) and as otherwise provided in the Pari Passu Intercreditor Agreement6.02(r). (b) Upon the recordation of the Collateral Agreement (or a short-form security agreement in form and substance reasonably satisfactory to the Borrower and the Administrative Agent) IP Security Agreements with the United States Patent and Trademark Office and the United States Copyright Office, together with the financing statements or such other filings in appropriate form filed in the offices specified on Schedule 3.19(a) 3.18(a), any Lien on any Intellectual Property (or, as defined in the case of Guarantee and Collateral delivered after the date hereof in accordance with the provisions of Section 5.12, in the appropriate filing offices), the Lien Agreement) 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 Patents and Trademarks (as each term is defined in the Collateral Agreement) registered or applied for with the United States Patent and Trademark Office or Copyrights Intellectual Property (as defined in the Guarantee and Collateral Agreement) registered or applied for with covered thereby in which a security interest may be perfected by filing in the United States Copyright Office, as the case may beand its territories and possessions, in each case prior and superior in right to any other person Person, other than Permitted with respect to Liens that may take priority as a matter of law, and as otherwise provided in the Pari Passu Intercreditor Agreement expressly permitted by Section 6.02 (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 or applied for Patentstrademarks and patents, Trademarks, or Copyrights, trademark and patent applications and registered copyrights acquired by the Loan Parties after the date hereof).

Security Documents. (a) The Collateral Agreement, upon execution Security Agreement and delivery thereof by the parties thereto, will Pledge Agreement are each 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 Collateral Agreement) described therein and the proceeds thereof and when financing statements or other filings in appropriate form are filed in the offices specified on Schedule 3.19(a) (or, in thereof. In the case of Collateral delivered after the date hereof in accordance with the provisions of Section 5.12, in the appropriate filing offices)Pledged Stock, the Lien created under the Collateral Pledge Agreement will constitute shall be effective to create a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties Pledgor in such Pledged Stock and the proceeds thereof upon delivery of certificates and appropriate transfer powers to the Collateral Agent representing any such Pledged Stock constituting a “certificated security” under Section 8-102(a)(4) of the Uniform Commercial Code as in effect in the State of New York, as security for the Secured Obligations (other than Intellectual Property, as defined in the Collateral Pledge Agreement), in each case prior and superior in right to any other person, other than Permitted Liens that may take priority as a matter of law, and as otherwise provided in the Pari Passu Intercreditor Agreement. (b) Upon the recordation case of the other Collateral described in the Security Agreement (or constituting Collateral that is of the type in which a short-form valid security agreement interest can be created under Article 9 of the Uniform Commercial Code as in form and substance reasonably satisfactory to effect in the Borrower and the Administrative Agent) with the United States Patent and Trademark Office and the United States Copyright OfficeState of New York, together with the when financing statements or such and other filings specified on Schedule 5.11 in appropriate form are filed in the offices specified on Schedule 3.19(a) (or, in the case of Collateral delivered after the date hereof in accordance with the provisions of Section 5.12, in the appropriate filing offices)5.11, the Lien created under Security Agreement and the Collateral Pledge Agreement shall constitute be effective to create a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties Borrower and the Pledgor in Patents such Collateral and Trademarks the proceeds thereof (to the extent a security interest in such Collateral may be perfected by the filing of a financing statement under the Uniform Commercial Code as each term is defined in effect in such filing jurisdictions), as security for the Collateral Agreement) registered or applied for with the United States Patent and Trademark Office or Copyrights Secured Obligations (as defined in the Collateral Security Agreement or Pledge Agreement) registered or applied for with the United States Copyright Office, as the case may beapplicable), in each case prior and superior in right to any other person Person (except, in the case of Collateral other than Pledged Stock, Permitted Liens that may take pursuant to applicable law are entitled to a higher priority as a matter of law, and as otherwise provided in than the Pari Passu Intercreditor 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 or applied for Patents, Trademarks, or Copyrights, acquired Liens created by the Loan Parties after the date hereofSecurity Documents).”

Security Documents. (a) The Collateral Agreement, upon execution and delivery thereof by the parties thereto, will 3. Each Pledge 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 Collateral such Pledge Agreement) and the proceeds thereof and when financing statements or other filings in appropriate form are filed in the offices specified on Schedule 3.19(a) (or), and, in the case of the Domestic Pledge Agreement, when such Collateral is delivered after to the date hereof Collateral Agent such Pledge Agreement will constitute a fully perfected first priority Lien on and security interest in accordance with the provisions all right, title and interest of Section 5.12each pledgor thereunder in such Collateral, in each case prior and superior in right to any other person. [[NYCORP:3461068v7:3124W: 04/23/2014--12:33 AM]] (a) Each Security Agreement is effective to create in favor of the appropriate filing officesCollateral Agent, for the ratable benefit of the Secured Parties, a legal, valid and enforceable security interest in the Collateral (as defined in such Security Agreement), and when the actions contemplated by such Security Agreement are taken, such 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 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 Lien created under proceeds thereof, in each case prior and superior in right to any other person, other than with respect to Liens expressly permitted by Section 6.02. (b) When a Security Agreement is filed in the Collateral United States Patent and Trademark Office and the United States Copyright Office, and when the other actions contemplated by such Security Agreement are taken, such Security Agreement will constitute a fully perfected Lien on, and security interest in, all right, title and interest of the grantors thereunder in the Intellectual Property (as defined in such Security Agreement) listed therein and, subject to § 9‑315 of the Uniform Commercial Code, the proceeds thereof, in each case prior and superior in right to any other person. (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 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 Restatement 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 such Collateral (other than Intellectual Property, as defined in the Collateral Agreement)Mortgaged Properties, in each case prior and superior in right to any other person, other than Permitted with respect to the rights of persons pursuant to Liens that may take priority as a matter of law, and as otherwise provided in the Pari Passu Intercreditor Agreementexpressly permitted by Section 6.02. (bd) Upon On the recordation of Restatement Effective Date, the Collateral Agreement (or a short-form security agreement in form and substance reasonably satisfactory to the Borrower Guarantee Requirement was satisfied, and the Administrative Agent) with the United States Patent and Trademark Office and the United States Copyright Office, together with the financing statements or such other filings in appropriate form filed in the offices specified on Schedule 3.19(a) (or, in the case of Collateral delivered after the date hereof in accordance with the provisions of Section 5.12, in the appropriate filing offices)at all times thereafter, the Lien created under the Collateral Agreement shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in Patents and Trademarks (as each term is defined in the Collateral Agreement) registered or applied for with the United States Patent and Trademark Office or Copyrights (as defined in the 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 other than Permitted Liens that may take priority as a matter of law, and as otherwise provided in the Pari Passu Intercreditor Agreement (it being understood that subsequent recordings in the United States Patent and Trademark Office and the United States Copyright Office may Guarantee Requirement will be necessary to perfect a Lien on registered or applied for Patents, Trademarks, or Copyrights, acquired by the Loan Parties after the date hereof)satisfied.

Security Documents. (a) The Collateral Agreement, upon execution and delivery thereof by the parties thereto, will create in favor of the Collateral Administrative Agent, for the ratable benefit of the Secured Parties, a legal, valid and enforceable (subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law) second priority security interest in the Collateral (as defined in the Collateral Agreement) and (i) when, pursuant to the proceeds Intercreditor Agreement, the Pledged Collateral (as defined in the Collateral Agreement), together with effective endorsements thereof to the First Lien Administrative Agent or in blank, is delivered to the First Lien Administrative Agent, the Lien created under the Collateral 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 Pledged Collateral, in each case prior and superior in right to any other Person (other than the First Lien Administrative Agent), and (ii) when financing statements or other filings in appropriate form are filed in the offices specified on Schedule 3.19(a) (or, in the case of Collateral delivered after the date hereof in accordance with the provisions of Section 5.12, in the appropriate filing offices3.18(a), the Lien created under the 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 (other than Intellectual Property, as defined in the Collateral AgreementAgreement and deposit accounts or other Collateral with respect to which a security interest may not be perfected by the filing of financing statements), in each case prior and superior in right to any other personPerson, other than Permitted the First Lien Agent and other than with respect to Liens that may take priority as a matter of law, and as otherwise provided in the Pari Passu Intercreditor Agreementexpressly permitted by Section 6.02. (b) Upon the recordation of the Collateral Agreement (or a short-form security agreement in form and substance reasonably satisfactory to the Borrower and the Administrative Agent) with the United States Patent and Trademark Office and the United States Copyright Office, together with the financing statements or such other filings in appropriate form filed in the offices specified on Schedule 3.19(a) (or, in the case of Collateral delivered after the date hereof in accordance with the provisions of Section 5.12, in the appropriate filing offices3.18(a), the Lien created under the Collateral Agreement shall will constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in Patents and Trademarks the Intellectual Property (as each term is defined in the Collateral Agreement) registered in which a security interest may be perfected by the filing of the Collateral Agreement (or applied for a short-form security agreement in form and substance reasonably satisfactory to the Borrower and the Administrative Agent) with the United States Patent and Trademark Office or Copyrights (as defined in the Collateral Agreement) registered or applied for with and the United States Copyright Office, as together with the case may befinancing statements in appropriate form filed in the offices specified on Schedule 3.18(a), in each case prior and superior in right to any other person Person (other than Permitted the First Lien Administrative Agent and other than with respect to Liens that may take priority as a matter of law, and as otherwise provided in the Pari Passu Intercreditor Agreement expressly permitted by Section 6.02 (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 or applied for Patentstrademarks and patents, Trademarks, or Copyrights, trademark and patent applications and registered copyrights acquired by the Loan Parties after the date hereofEffective Date).

Security Documents. (a) The Collateral Agreement, upon execution and delivery thereof by the parties thereto, will Pledge 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 Collateral Pledge Agreement) and and, when the proceeds thereof and when financing statements or other filings in appropriate form are filed in Collateral is delivered to the offices specified on Schedule 3.19(a) (or, in the case of Collateral delivered after the date hereof in accordance with the provisions of Section 5.12, in the appropriate filing offices)Agent, the Lien created under the Collateral Pledge Agreement will shall 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 (other than Intellectual Property, as defined in the Collateral Agreement)Collateral, in each case prior and superior in right to any other person, other than Permitted Liens that may take priority as a matter of law, and as otherwise provided in the Pari Passu Intercreditor Agreement. (b) Upon the recordation The Security Agreement is effective to create in favor of the Collateral Agreement Agent, for the ratable benefit of the Secured Parties, a legal, valid and enforceable security interest in the Collateral (or a short-form security agreement as defined in form and substance reasonably satisfactory to the Borrower and the Administrative AgentSecurity Agreement) with the United States Patent and Trademark Office and the United States Copyright Officeand, together with the when financing statements or such other filings in appropriate form are filed in the offices specified on Schedule 3.19(a) (or, in 6 to the case of Collateral delivered after the date hereof in accordance with the provisions of Section 5.12, in the appropriate filing offices)Perfection Certificate, the Lien created under the Collateral 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 Patents and Trademarks such Collateral (other than the Intellectual Property, as each term is defined in the Collateral 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) registered or applied for with When the Security Agreement is filed in the United States Patent and Trademark Office or Copyrights (as defined in the Collateral Agreement) registered or applied for with and the United States Copyright Office, the 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 (as defined in the case may beSecurity Agreement), in each case prior and superior in right to any other person other than Permitted Liens that may take priority as a matter of law, and as otherwise provided in the Pari Passu Intercreditor 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 lien on registered or applied for Patentstrademarks, Trademarks, or Copyrights, trademark applications and copyrights acquired by the Loan Parties grantors after the date hereof). (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 Borrower's 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 3.19

Security Documents. (a) The Guarantee and Collateral Agreement, upon execution and delivery thereof by the parties thereto, will 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 Guarantee and Collateral Agreement) and the proceeds thereof and (i) when the certificates in respect of the Pledged Collateral constituting certificated securities (within the meaning of Section 8-102(a)(4) of the UCC) and the instruments in respect of the Pledged Collateral constituting instruments (within the meaning of Section 9-102(a)(47) of the UCC), in each case endorsed to the Collateral Agent or in blank is in the possession of the Collateral Agent, the Lien created under the Guarantee and Collateral Agreement shall constitute a fully perfected first priority Lien on, and security interest in, all right, title and interest of the Loan Parties in such Pledged Collateral, in each case prior and superior in right to any other Person (other than with respect to Liens expressly permitted under Section 6.02 other than Sections 6.02(b), 6.02(j), 6.02(l) (other than Indebtedness incurred pursuant to Section 6.02(l) expressly permitted to be secured on a pari passu basis with the Loans) and 6.02(r)), and (ii) when financing statements or other filings in appropriate form are filed in the offices specified on Schedule 3.19(a) (or, in the case of Collateral delivered after the date hereof in accordance with the provisions of Section 5.12, in the appropriate filing offices3.18(a), the Lien created under the Guarantee and Collateral Agreement will constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral (other than Intellectual Property, Property (as defined in the Guarantee and Collateral Agreement)) to the extent that a security interest therein may be perfected by the filing of a financing statement in respect thereof, in each case prior and superior in right to any other personPerson, other than Permitted with respect to Liens that may take priority as expressly permitted by Section 6.02 other than Sections 6.02(b), 6.02(j), 6.02(l) (other than Indebtedness incurred pursuant to Section 6.02(l) expressly permitted to be secured on a matter of law, pari passu basis with the Loans) and as otherwise provided in the Pari Passu Intercreditor Agreement6.02(r). (b) Upon the recordation of the Collateral Agreement (or a short-form security agreement in form and substance reasonably satisfactory to IP Security Agreements with the Borrower USPTO and the Administrative Agent) with the United States Patent and Trademark Office and the United States Copyright OfficeUSCO, together with the financing statements or such other filings in appropriate form filed in the offices specified on Schedule 3.19(a) 3.18(a), any Lien on any Intellectual Property (or, as defined in the case of Guarantee and Collateral delivered after the date hereof in accordance with the provisions of Section 5.12, in the appropriate filing offices), the Lien Agreement) 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 Patents and Trademarks (as each term is defined in the Collateral Agreement) registered or applied for with the United States Patent and Trademark Office or Copyrights Intellectual Property (as defined in the Guarantee and Collateral Agreement) registered or applied for with covered thereby in which a security interest may be perfected by filing in the United States Copyright Office, as the case may beand its territories and possessions, in each case prior and superior in right to any other person Person, other than Permitted with respect to Liens that may take priority as a matter of law, and as otherwise provided in the Pari Passu Intercreditor Agreement expressly permitted by Section 6.02 (it being understood that subsequent recordings in the United States Patent and Trademark Office USPTO and the United States Copyright Office USCO may be necessary to perfect a Lien on registered or applied for Patentstrademarks and patents, Trademarks, or Copyrights, trademark and patent applications and registered copyrights acquired by the Loan Parties after the date hereofClosing Date).

Security Documents. (a) The Guarantee and Collateral Agreement, upon execution and delivery thereof by the parties thereto, will 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 Guarantee and Collateral Agreement) and the proceeds thereof and (i) when the Pledged Collateral (as defined in the Guarantee and Collateral Agreement) is delivered to the Collateral Agent, the Guarantee and Collateral Agreement shall constitute a fully perfected first priority 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, and (ii) when financing statements or other filings in appropriate form are filed in the offices specified on Schedule 3.19(a) (or, in the case of Collateral delivered after the date hereof in accordance with the provisions of Section 5.12, in the appropriate filing offices), the Lien created under the Guarantee and Collateral Agreement will constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in all such Collateral as to which a security interest may be perfected by such a filing (other than Intellectual Property, as defined in the Guarantee and Collateral Agreement), in each case prior and superior in right to any other person, other than Permitted with respect to Liens that may take priority as a matter of law, and as otherwise provided in the Pari Passu Intercreditor Agreementexpressly permitted by Section 6.02. (b) Upon the recordation of the Guarantee and Collateral Agreement (or a short-form security agreement in form and substance reasonably satisfactory to the Borrower and the Administrative Agent) with the United States Patent and Trademark Office and the United States Copyright Office, together with the financing statements or such other filings in appropriate form filed in the offices specified on Schedule 3.19(a) (or, in the case of Collateral delivered after the date hereof in accordance with the provisions of Section 5.12, in the appropriate filing offices), 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 Patents and Trademarks (as each term is defined in the Collateral Agreement) registered or applied for with the United States Patent and Trademark Office or Copyrights Intellectual Property (as defined in the Guarantee and Collateral Agreement) registered or applied for with in which a security interest may be perfected by filing in the United States Copyright Office, as the case may beand its territories and possessions, in each case prior and superior in right to any other person other than Permitted Liens that may take priority as a matter of law, and as otherwise provided in the Pari Passu Intercreditor 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 or applied for Patentstrademarks, Trademarks, or Copyrights, trademark applications and copyrights acquired by the Loan Parties after the date hereof). (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 Property thereunder and the proceeds thereof, and when the Mortgages are filed in the offices specified on Schedule 3.19(d), the Mortgages shall constitute a fully 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 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. (a) The Collateral Agreement, upon execution and delivery thereof by the parties thereto, will Pledge Agreement is effective to create in favor of the Collateral Agent, for the ratable benefit of the Senior Secured Parties, a legal, valid and enforceable security interest in the Collat eral (as defined in the Pledge Agreement) and, when the Collateral is delivered to the Collateral 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 Senior Secured Parties, a legal, valid and enforceable security interest in the Collateral (as defined in the Collateral Security Agreement) and the proceeds thereof and and, when financing statements or other filings in appropriate form are filed in the offices specified on Schedule 3.19(a) (or, in 6 to the case of Collateral delivered after the date hereof in accordance with the provisions of Section 5.12, in the appropriate filing offices)Perfection Certificate, the Lien created under the Collateral Security Agreement will shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties grantors thereunder in such Collateral (other than the Intellectual Property, Property (as defined in the Collateral Security Agreement)), in each case prior and superior in right to any other person, other than Permitted with respect to Liens that may take priority as a matter of law, and as otherwise provided in the Pari Passu Intercreditor Agreementexpressly permitted by Section 6.02. (bc) Upon When the recordation of the Collateral Security Agreement (or a short-form security agreement is filed in form and substance reasonably satisfactory to the Borrower and the Administrative Agent) with the United States Patent and Trademark Office and the United States Copyright Office, together with the financing statements or such other filings in appropriate form filed in the offices specified on Schedule 3.19(a) (or, in the case of Collateral delivered after the date hereof in accordance with the provisions of Section 5.12, in the appropriate filing offices)Off-ice, the Lien created under the Collateral Security Agreement shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in Patents and Trademarks the Intellectual Property (as each term is defined in the Collateral Security Agreement) registered in which a security interest may be: perfected by filing, recording or applied for with registering a security agreement, financing statement or analogous document in the United States Patent and Trademark Office or Copyrights (as defined in the Collateral Agreement) registered or applied for with the United States Copyright Office, as the case may beapplicable, in each case prior and superior in right to any other person other than Permitted Liens that may take priority as a matter of law, and as otherwise provided in the Pari Passu Intercreditor Agreement expressly permitted by Section 6.02 (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 lien on registered or applied for Patentstrademarks, Trademarks, or Copyrights, trademark applications and copyrights acquired by the Loan Parties after the date hereof). (d) The Collateral Assignment is effective to create in favor of the Collateral Agent, for the ratable benefit of the Senior Secured Parties, a legal, valid and enforceable security interest in the Assigned Contract (as defined in the Collateral Assignment) and, when financing statements in appropriate form are filed in the office as specified on Schedule 6 to the Perfection Certificate, the Collateral Assignment shall constitute a fully perfected Lien on, and security interest IN, all right, title and interest of the Grantors thereun der in such Assigned Contracts, in each case prior and superior in right to any other person, other than respect to Liens expressly permitted by Section 6.02. (e) The Mortgages, when executed and delivered, will be effective to create, subject to the exceptions listed in each title insurance policy cover ing such Mortgage, in favor of the Collateral Agent, for the ratable benefit of the Senior 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 3.16(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. (a) The Collateral Agreement, upon execution and delivery thereof by the parties thereto, will Pledge Agreement is effective to create in favor of the Collateral Administrative Agent, for the ratable benefit of the Secured Parties, a legal, valid and enforceable security interest in the Collateral (as defined in the Collateral Pledge Agreement) and, when the Collateral is delivered to the Administrative Agent and duly endorsed, the proceeds thereof 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, other than with respect to Liens that are permitted by Section 6.02. The pledge of the Collateral will not violate any provision of the Partnership Agreement or the SFG Management Agreement, and no provision of such Agreements would by its terms restrict or limit the right of the Administrative Agent to sell, transfer or otherwise dispose of the Collateral. (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 (as defined in the Security Agreement) and, when financing statements or other filings in appropriate form are filed in the offices specified on Schedule 3.19(a) (or, in 6 to the case of Collateral delivered after the date hereof in accordance with the provisions of Section 5.12, in the appropriate filing offices)Perfection Certificate, the Lien created under the Collateral Security Agreement will shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties grantors thereunder in such Collateral (other than the Intellectual Property, Property (as defined in the Collateral AgreementSecurity Agreement in which a security interest may be perfected by filing, recording or registering a security agreement, financing statement or analogous documents in the United States Patent and Trademark Office or the United States Copyright Office, as applicable)), in each case prior and superior in right to any other person, other than Permitted with respect to Liens that may take priority as a matter of law, and as otherwise provided in the Pari Passu Intercreditor Agreementare permitted by Section 6.02. (bc) Upon When the recordation of the Collateral Security Agreement (or a short-form security agreement is filed in form and substance reasonably satisfactory to the Borrower and the Administrative Agent) with the United States Patent and Trademark Office and the United States Copyright Office, together with the financing statements or such other filings in appropriate form filed in the offices specified on Schedule 3.19(a) (or, in the case of Collateral delivered after the date hereof in accordance with the provisions of Section 5.12, in the appropriate filing offices), the Lien created under the Collateral Security Agreement shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in Patents and Trademarks the Intellectual Property (as each term is defined in the Collateral Security Agreement) registered in which a security interest may be perfected by filing, recording or applied for with registering a security agreement, financing statement or analogous document in the United States Patent and Trademark Office or Copyrights (as defined in the Collateral Agreement) registered or applied for with the United States Copyright Office, as the case may beapplicable, in each case prior and superior in right to any other person other than Permitted Liens that may take priority as a matter of law, and as otherwise provided in the Pari Passu Intercreditor Agreement (it being understood that subsequent recordings in the United States Patent and Trademark Office and the United States Copyright Offi▇▇ ▇▇ ▇▇ ▇▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇yright Office may be necessary to perfect a Lien lien on registered or applied for Patentstrademarks, Trademarks, or Copyrights, 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 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 thereunder and the proceeds thereof, and when the Mortgages are filed in the offices specified on Schedules 1.01(b) and 1.01(c), 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. (a) The Collateral Agreement, upon execution and delivery thereof by the parties thereto, will 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 Collateral Agreement) and the proceeds thereof and (i) when control of the Pledged Collateral (as defined in the Collateral Agreement) is obtained by the Agent, the Lien created under Collateral Agreement shall constitute a perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such Pledged Collateral and (ii) when financing statements or other filings in appropriate form are filed in the offices specified on Schedule SCHEDULE 3.19(a) (or, in the case of Collateral delivered after the date hereof in accordance with the provisions of Section 5.12, in the appropriate filing offices), the Lien created under the 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 (other than Intellectual Property, as defined in the Collateral Agreement)) to the extent perfection can be obtained by filing Uniform Commercial Code financing statements, in each case prior and superior in right to any other person, person (other than Permitted Liens that may take priority as a matter of law, and as otherwise provided in the Pari Passu Intercreditor Agreementexpressly permitted by Section 6.02). (b) Upon the recordation of the Collateral Agreement (or a short-form security agreement in form and substance reasonably satisfactory to the Borrower and the Administrative Agent) with the United States Patent and Trademark Office and the United States Copyright Office, together with the financing statements or such other filings in appropriate form filed in the offices specified on Schedule 3.19(a) (or, in the case of Collateral delivered after the date hereof in accordance with the provisions of Section 5.12, in the appropriate filing officesSCHEDULE 3.19(b), the Lien created under the Collateral Agreement shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in Patents and Trademarks (as each term is defined in the Collateral Agreement) registered or applied for with the United States Patent and Trademark Office or Copyrights Intellectual Property (as defined in the Collateral Agreement) registered or applied for with in which a security interest may be perfected by filing in the United States Copyright Office, as the case may beand its territories and possessions, in each case prior and superior in right to any other person (other than Permitted Liens that may take priority as a matter of lawexpressly permitted by Section 6.02), and as otherwise provided in the Pari Passu Intercreditor 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 or applied for Patentstrademarks and patents, Trademarks, or Copyrights, trademark and patent applications and registered copyrights acquired by the Loan Parties after the date hereof)Closing Date. (c) The Mortgages are effective to create in favor of the 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 the proceeds thereof, and when the Mortgages are filed in the offices specified on SCHEDULE 3.19

Security Documents. (a) The Collateral Agreement, upon execution and delivery thereof by the parties thereto, will 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 Collateral Agreement) and the proceeds thereof and (i) when control of the Pledged Collateral (as defined in the Collateral Agreement) is obtained by the Agent, the Lien created under Collateral Agreement shall constitute a perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such Pledged Collateral and (ii) when financing statements or other filings in appropriate form are filed in the offices specified on Schedule 3.19(a) (or, in the case of Collateral delivered after the date hereof in accordance with the provisions of Section 5.12, in the appropriate filing offices), the Lien created under the 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 (other than Intellectual Property, as defined in the Collateral Agreement)) to the extent perfection can be obtained by filing Uniform Commercial Code financing statements, in each case prior and superior in right to any other person, person (other than Permitted Liens that may take priority as a matter of law, and as otherwise provided in the Pari Passu Intercreditor Agreementexpressly permitted by Section 6.02). (b) Upon the recordation of the Collateral Agreement (or a short-form security agreement in form and substance reasonably satisfactory to the Borrower and the Administrative Agent) with the United States Patent and Trademark Office and the United States Copyright Office, together with the financing statements or such other filings in appropriate form filed in the offices specified on Schedule 3.19(a) (or, in the case of Collateral delivered after the date hereof in accordance with the provisions of Section 5.12, in the appropriate filing offices), the Lien created under the Collateral Agreement shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in Patents and Trademarks (as each term is defined in the Collateral Agreement) registered or applied for with the United States Patent and Trademark Office or Copyrights Intellectual Property (as defined in the Collateral Agreement) registered or applied for with in which a security interest may be perfected by filing in the United States Copyright Office, as the case may beand its territories and possessions, in each case prior and superior in right to any other person (other than Permitted Liens that may take priority as a matter of lawexpressly permitted by Section 6.02), and as otherwise provided in the Pari Passu Intercreditor 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 or applied for Patentstrademarks and patents, Trademarks, or Copyrights, trademark and patent applications and registered copyrights acquired by the Loan Parties after the date hereofEffective Date. (c) The Mortgages are effective to create in favor of the 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 the proceeds thereof, and when the Mortgages are filed in the offices specified on Schedule 3.19(c), the Mortgages shall constitute perfected Liens on, and security interests 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 Liens expressly permitted by Section 6.02). (d) When Account Control Agreements in respect of deposit accounts and securities accounts of the Loan Parties are executed and delivered by the applicable Loan Parties, the applicable depositary banks or securities intermediaries and the Agent, the Account Control Agreements will constitute fully perfected Liens on, and security interests in, all right, title and interest of the Loan Parties in such deposit accounts and securities accounts, in each case prior and superior in right to any other person.

Security Documents. (a) The Collateral Agreement, upon execution and delivery thereof by provisions of the parties thereto, will Security Agreement are effective to create in favor of the Collateral Agent, Agent for the ratable benefit of the Secured Parties, Creditors a legal, valid and enforceable security interest in the Collateral (as defined in the Collateral Agreement) and the proceeds thereof and when financing statements or other filings in appropriate form are filed in the offices specified on Schedule 3.19(a) (or, in the case of Collateral delivered after the date hereof in accordance with the provisions of Section 5.12, in the appropriate filing offices), the Lien created under the Collateral Agreement will constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Credit Parties in such the Security Agreement Collateral (described therein, and the Collateral Agent, for the benefit of the Secured Creditors, has a fully perfected security interest in all right, title and interest in all of the Security Agreement Collateral described therein, subject to no other Liens other than Intellectual Property, as defined Permitted Liens. 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 Collateral respective form attached to the Security Agreement), in each case prior and superior in right to any other person, other than Permitted Liens that may take priority as a matter of law, and as otherwise provided in the Pari Passu Intercreditor Agreement. (b) Upon the recordation of the Collateral Agreement (or a short-form security agreement in form and substance reasonably satisfactory to the Borrower and the Administrative Agent) with the United States Patent and Trademark Office Office, together with filings on Form UCC-1 made pursuant to the Security Agreement, will create, as may be perfected by such filings and recordation, 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 financing statements or Security Agreement, will create, as may be perfected by such other filings in appropriate form filed and recordation, a perfected security interest in the offices specified on Schedule 3.19(aUnited States copyrights covered by the Security Agreement. (b) (orThe security interests created under the Pledge Agreement in favor of the Collateral Agent, as Pledgee, for the benefit of the Secured Creditors, constitute perfected security interests in the case Pledge Agreement Collateral described in the Pledge Agreement, subject to no security interests of any other Person other than non-consensual Permitted Liens and Liens permitted under Section 10.01(xxviii). 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 delivered after under the date hereof in accordance Pledge Agreement other than with respect to that portion of the provisions of Section 5.12Pledge Agreement Collateral constituting a “general intangible” under the UCC. (c) After the execution, delivery and recordation thereof in the appropriate filing offices)office, each Mortgage creates, as security for the Lien created under obligations purported to be secured thereby, a valid and enforceable perfected security interest in and mortgage lien on the respective Mortgaged Property in favor of the Collateral Agreement shall constitute a fully perfected Lien onAgent (or such other trustee as may be required or desired under local law) for the benefit of the Secured Creditors, superior and prior to the rights of all third Persons (except that the security interest in, all right, title and interest of mortgage lien created on such Mortgaged Property may be subject to the Loan Parties in Patents Permitted Encumbrances related thereto which may be superior and Trademarks other Permitted Liens related thereto) and subject to no other Liens (as each term is defined in the Collateral Agreement) registered or applied for with the United States Patent and Trademark Office or Copyrights (as defined in the 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 other than the Permitted Liens that may take priority as a matter of law, and as otherwise provided in the Pari Passu Intercreditor 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 or applied for Patents, Trademarks, or Copyrights, acquired by the Loan Parties after the date hereofrelated thereto).

Security Documents. (a) The Guarantee and Collateral Agreement, upon execution and delivery thereof by the parties thereto, will Agreement is effective to create in favor of the Collateral Agent, for the ratable benefit of the Secured Parties, a legal, valid valid, binding and enforceable security interest in the Collateral (as defined described therein in which a security interest can be created under Article 8 or 9 of the Collateral Agreement) UCC and the proceeds thereof and (i) in the case of the Pledged Collateral, upon the earlier of (A) when such Pledged Collateral is delivered to the Collateral Agent and (B) when financing statements or other filings in appropriate form are filed in the offices specified on Schedule 3.19(a) and (or, ii) in the case of all other Collateral delivered after the date hereof described therein in accordance with the provisions of Section 5.12, in the appropriate filing offices), the Lien which a security interest can be created under the Collateral Agreement will constitute a fully perfected Lien on, and security interest in, all right, title and interest Article 8 or 9 of the Loan Parties in such Collateral UCC (other than Intellectual Property, as defined in the Collateral AgreementProperty Collateral), in each case prior and superior in right to any other person, other than Permitted Liens that may take priority as a matter of law, and as otherwise provided in the Pari Passu Intercreditor Agreement. (b) Upon the recordation of the Collateral Agreement (or a short-form security agreement in form and substance reasonably satisfactory to the Borrower and the Administrative Agent) with the United States Patent and Trademark Office and the United States Copyright Office, together with the when financing statements or such other filings in appropriate form are filed in the offices specified on Schedule 3.19(a) (or, in the case of Collateral delivered after the date hereof in accordance with the provisions of Section 5.12, in the appropriate filing offices), 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 Secured Parties in Patents such Collateral in which a security interest can be created under Article 8 or 9 of the UCC and Trademarks proceeds thereof, as security for the Obligations, in each case prior and superior to the rights of any other person (as each term is defined except, in the case of all Collateral Agreementother than Pledged Collateral, with respect to Liens expressly permitted by Section 6.02 and, in the case of Pledged Collateral, with respect to any Liens expressly permitted by clauses (b) registered or applied (d) of Section 6.02). (b) Each Intellectual Property Security Agreement is effective to create in favor of the Collateral Agent, for with 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 or Copyrights (as defined in the Collateral Agreement) registered or applied for with 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 in which a security interest may be perfected by filing in the United States and proceeds thereof, as security for the case may beObligations, in each case prior and superior in right to any other person other than Permitted (except with respect to Liens that may take priority as a matter of law, and as otherwise provided in the Pari Passu Intercreditor Agreement expressly permitted by Section 6.02) (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 lien on registered or applied for Patentstrademarks, Trademarks, or Copyrights, trademark applications and copyrights acquired by the Loan Parties grantors after the date hereofClosing Date). (c) Each of the Mortgages is effective to create in favor of the Collateral 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(c), each such Mortgage shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the grantors thereof in such Mortgaged Property and proceeds thereof, as security for the Obligations, in each case prior and superior in right to any other person (except with respect to Liens expressly permitted by Section 6.02).

Security Documents. (a) The Collateral Agreement, upon execution and delivery thereof by the parties thereto, will Pledge 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 Collateral Pledge Agreement) and, when such Collateral is delivered to the Collateral 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 proceeds thereof 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, when financing statements or other filings in appropriate form are filed in the offices specified on Schedule 3.19(a) (or, in 6 to the case of Collateral delivered after the date hereof in accordance with the provisions of Section 5.12, in the appropriate filing offices)Perfection Certificate, the Lien created under the Collateral Security Agreement will shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties grantors thereunder in such Collateral (other than the Intellectual Property, Property (as defined in the Collateral Security Agreement), to the extent that a security interest can be perfected in such Collateral 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 Uniform Commercial Code or other applicable law in such jurisdiction, in each case prior and superior in right to any other personPerson, other than Permitted with respect to Liens that may take priority as a matter of law, and as otherwise provided in the Pari Passu Intercreditor Agreementexpressly permitted by Section 6.02. (bc) Upon When the recordation of the Collateral Security Agreement (or a short-form security agreement is filed in form and substance reasonably satisfactory to the Borrower and the Administrative Agent) with the United States Patent and Trademark Office and the United States Copyright Office, together with the financing statements or such other filings in appropriate form filed in the offices specified on Schedule 3.19(a) (or, in the case of Collateral delivered after the date hereof in accordance with the provisions of Section 5.12, in the appropriate filing offices), the Lien created under the Collateral Security Agreement shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in Patents and Trademarks the Intellectual Property (as each term is defined in the Collateral Security Agreement) registered in which a security interest may be perfected by filing, recording or applied for with registering a security agreement, financing statement or analogous document in the United States Patent and Trademark Office or Copyrights (as defined in the Collateral Agreement) registered or applied for with the United States Copyright Office, as the case may beapplicable, in each case prior and superior in right to any other person Person other than Permitted Liens that may take priority as a matter of law, and as otherwise provided in the Pari Passu Intercreditor Agreement expressly permitted by Section 6.02 (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 or applied for Patentstrademarks, Trademarks, or Copyrights, 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 and any amendments thereto contemplated by clause (j) of Section 4.01 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. (a) The Collateral Agreement, upon execution and delivery thereof by the parties thereto, will 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 Collateral Agreement) and the proceeds thereof and (i) when financing statements or other filings in appropriate form are filed the Pledged Collateral (as defined in the offices specified on Schedule 3.19(aCollateral Agreement) is delivered to the Collateral Agent, the Lien created under Collateral Agreement shall constitute a fully perfected first priority Lien on, and security interest in, all right, title and interest of (or, in the case of Collateral delivered after the date hereof in accordance with the provisions of Section 5.12, in the appropriate filing offices), a) the Lien created under the 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 (other than Intellectual Property, as defined in the Collateral Agreement), in each case prior and superior in right to any other personPerson, other than Permitted with respect to Liens that may take priority as a matter of law, and as otherwise provided in the Pari Passu Intercreditor Agreementexpressly permitted by Section 6.02. (ba) Upon the recordation of the Collateral Agreement (or a short-form security agreement in form and substance reasonably satisfactory to the Borrower and the Administrative AgentBondholder Designee) with the United States Patent and Trademark Office and the United States Copyright Office, together with the financing statements or such other filings in appropriate form filed in the offices specified on Schedule 3.19(a) (or, in the case of Collateral delivered after the date hereof in accordance with the provisions of Section 5.12, in the appropriate filing offices), the a Lien created under the Collateral Agreement shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in Patents and Trademarks (as each term is defined in the Collateral Agreement) registered or applied for with the United States Patent and Trademark Office or Copyrights Intellectual Property (as defined in the Collateral Agreement) registered or applied for with in which a security interest may be perfected by filing in the United States Copyright Office, as the case may beand its territories and possessions, in each case prior and superior in right to any other person other than Permitted Liens that may take priority as a matter of law, and as otherwise provided in the Pari Passu Intercreditor Agreement Person (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 or applied for Patentstrademarks and patents, Trademarks, or Copyrights, trademark and patent applications and registered copyrights acquired by the Loan Parties after the date hereof).

Security Documents. (a) The Guarantee and Collateral Agreement, upon execution and delivery thereof by the parties thereto, will 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 Guarantee and Collateral Agreement) (except, as to enforcement, as may be limited by applicable domestic or foreign bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally, general equitable principles (whether considered in a proceeding in equity or at law) and an implied covenant of good faith and fair dealing) and the proceeds thereof and (i) when the Pledged Equity Interests (as defined in the Guarantee and Collateral Agreement and to the extent a certificate represents such interests) are delivered to the Collateral Agent, the Lien created under the Guarantee and Collateral Agreement 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 or other filings in appropriate form are filed in the offices specified on Schedule 3.19(a) (or, in the case of Collateral delivered after the date hereof in accordance with the provisions of Section 5.12, in the appropriate filing offices5.19(a), the Lien created under the Guarantee and Collateral Agreement will constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral (other than Intellectual Property, as defined in to the Collateral Agreement)extent such Lien may be perfected by the filing of a financing statement, in each case prior and superior in right to any other personPerson, in each case, other than Permitted with respect to Liens that may take priority as a matter of law, and as otherwise provided in the Pari Passu Intercreditor Agreementpermitted by Section 8.3. (b) Upon the recordation of the Collateral Agreement (one or a short-form security agreement in form and substance reasonably satisfactory to the Borrower and the Administrative Agent) more Intellectual Property Security Agreements with the United States Patent and Trademark Office and or the United States Copyright Office, as applicable, together with the financing statements or such other filings in appropriate form filed in the offices specified on Schedule 3.19(a) (or, in the case of Collateral delivered after the date hereof in accordance with the provisions of Section 5.12, in the appropriate filing offices5.19(a), the Lien created under the Guarantee and Collateral Agreement in favor of the Collateral Agent for the ratable benefit of the Secured Parties, shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in Patents and Trademarks (as each term is defined Collateral consisting of the Intellectual Property in which a security interest may be perfected by filing in the Collateral Agreement) registered or applied for with the United States Patent and Trademark Office or Copyrights (as defined in the Collateral Agreement) registered or applied for with the United States Copyright Office, as the case may beStates, in each case prior and superior in right to any other person Person (other than Permitted with respect to Liens that may take priority as a matter of law, and as otherwise provided in the Pari Passu Intercreditor Agreement permitted by Section 8.3) (it being understood that subsequent recordings in the United States Patent and Trademark Office and or the United States Copyright Office Office, as applicable, may be necessary to perfect a Lien on registered United States trademarks and patents, United States trademark and patent applications or applied for Patents, Trademarks, United States registered copyrights acquired or Copyrights, acquired created by the Loan Parties after the date hereof).

Security Documents. (a) The Collateral Pledge and Security Agreement, upon execution and delivery thereof by the parties thereto, will create in favor of the Collateral Agent, for the ratable benefit of the Secured PartiesLenders, a legal, valid and enforceable security interest in the Collateral (as defined in the Collateral Pledge and Security Agreement) and the proceeds thereof and (i) when the certificates evidencing Pledged Equity Interests (as defined in the Pledge and Security Agreement) are delivered to the Collateral Agent (together with blank endorsements), the Lien created under the Pledge and Security Agreement shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such Pledged Equity Interests in each case prior and superior in right to any adverse claim of any other Person (other than Liens of the type described in Section 6.02), and (ii) when financing statements or other filings in appropriate form are filed in the offices specified on Schedule 3.19(a) (or, in the case of Collateral delivered after the date hereof in accordance with the provisions of Section 5.12, in the appropriate filing offices)5.4 thereto, the Lien created under the Collateral Pledge and 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 (other than Intellectual Property, as defined in the Collateral Pledge and Security Agreement), in each case prior and superior in right to any other personPerson, other than Permitted with respect to Liens that may take priority as a matter of law, and as otherwise provided in the Pari Passu Intercreditor Agreementexpressly permitted by Section 6.02. (b) Upon the recordation of the Collateral Pledge and Security Agreement (or a short-form security agreement in form and substance reasonably satisfactory to the Borrower and the Administrative Collateral Agent) with the United States Patent and Trademark Office and the United States Copyright Office, together with the financing statements or such other filings in appropriate form filed in the offices specified on Schedule 3.19(a) (or, in the case of Collateral delivered after the date hereof in accordance with the provisions of Section 5.12, in the appropriate filing offices)5.4 thereto, the Lien created under the Collateral Pledge and Security Agreement shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in Patents and Trademarks (as each term is defined in the Collateral Agreement) registered or applied for with the United States Patent and Trademark Office or Copyrights Recorded Intellectual Property (as defined in the Collateral Pledge and Security Agreement) registered or applied for with in which a security interest may be perfected by filing in the United States Copyright Office, as the case may beand its territories and possessions, in each case prior and superior in right to any other person other than Permitted Liens that may take priority as a matter of law, and as otherwise provided in the Pari Passu Intercreditor Agreement Person (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 or applied for Patentstrademarks and patents, Trademarks, or Copyrights, trademark and patent applications and registered copyrights acquired by the Loan Parties after the date hereof).

Security Documents. (a) The Guarantee and Collateral Agreement, upon execution and delivery thereof by the parties thereto, will 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 Guarantee and Collateral Agreement) and the proceeds thereof and (i) when the Pledged Collateral (as defined in the Guarantee and Collateral Agreement) is delivered to the Collateral Agent, the Guarantee and Collateral Agreement shall constitute a fully perfected first priority Lien on, and security interest in, all right, title and interest of the Loan Parties thereto in such Pledged Collateral, in each case prior and superior in right to any other person, and (ii) when financing statements or other filings in appropriate form are filed in the offices specified on Schedule 3.19(a) (or, in the case of Collateral delivered after the date hereof in accordance with the provisions of Section 5.12, in the appropriate filing offices), the Lien created under the Guarantee and Collateral Agreement will constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral (other than Intellectual Property, as defined in the Guarantee and Collateral Agreement)) to the extent such security interest may be perfected by filing, in each case prior and superior in right to any other person, other than Permitted with respect to Liens that may take priority as a matter of law, and as otherwise provided in the Pari Passu Intercreditor Agreementexpressly permitted by Section 6.02. (b) Upon the recordation of the Guarantee and Collateral Agreement (or a short-form security agreement in form and substance reasonably satisfactory to the Borrower and the Administrative Agent) with the United States Patent and Trademark Office and the United States Copyright Office, together with the financing statements or such other filings in appropriate form filed in the offices specified on Schedule 3.19(a) (or, in the case of Collateral delivered after the date hereof in accordance with the provisions of Section 5.12, in the appropriate filing offices), the Lien Liens 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 Patents and Trademarks (as each term is defined grantors thereunder in the Collateral Agreement) registered or applied for with the United States Patent and Trademark Office or Copyrights Intellectual Property (as defined in the Guarantee and Collateral Agreement) registered or applied for with in which a security interest may be perfected by filing in the United States Copyright Office, as the case may beand its territories and possessions, in each case prior and superior in right to any other person other than Permitted Liens that may take priority as a matter of law, and as otherwise provided in the Pari Passu Intercreditor 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 or applied for Patentstrademarks, Trademarks, or Copyrights, trademark applications and copyrights acquired by the Loan Parties grantors after the date hereof).

Security Documents. (a) The Collateral Agreement, upon execution and delivery thereof by the parties thereto, will Pledge 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 Collateral Pledge Agreement) and, when the Collateral is delivered to the Collateral Agent, the Pledge Agreement shall constitute a fully perfected first priority Lien on, and security interest in, all right, title and interest of the proceeds thereof 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, when financing statements or other filings in appropriate form are filed in the offices specified on Schedule 3.19(a) (or, in pursuant to the case of Collateral delivered after the date hereof in accordance with the provisions of Section 5.12, in the appropriate filing offices)Perfection Certificate, the Lien created under the Collateral Security Agreement will shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties grantors thereunder in such Collateral (other than the Intellectual Property, Property (as defined in the Collateral Security Agreement), in each case prior and superior in right to any other person, other than Permitted with respect to Liens that may take priority as a matter of law, and as otherwise provided in the Pari Passu Intercreditor Agreementexpressly permitted by Section 6.02. (bc) Upon When the recordation of the Collateral Security Agreement (or a short-form security agreement is filed in form and substance reasonably satisfactory to the Borrower and the Administrative Agent) with the United States Patent and Trademark Office and the United States Copyright Office, together with the financing statements or such other filings in appropriate form filed in the offices specified on Schedule 3.19(a) (or, in the case of Collateral delivered after the date hereof in accordance with the provisions of Section 5.12, in the appropriate filing offices), the Lien created under the Collateral Security Agreement shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in Patents and Trademarks the Intellectual Property (as each term is defined in the Collateral Security Agreement) registered in which a security interest may be perfected by filing, recording or applied for with registering a security agreement, financing statement or analogous document in the United States Patent and Trademark Office or Copyrights (as defined in the Collateral Agreement) registered or applied for with the United States Copyright Office, as the case may beapplicable, in each case prior and superior in right to any other person other than Permitted Liens that may take priority as a matter of law, and as otherwise provided in the Pari Passu Intercreditor 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 lien on registered or applied for Patentstrademarks, Trademarks, or Copyrights, trademark applications and copyrights acquired by the Loan Parties after the date hereofEffective Date).