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 (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 in appropriate form are filed in the offices specified on Schedule 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), 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) 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 in appropriate form filed in the offices specified on Schedule 3.19(a), 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 the Intellectual Property (as defined in the Collateral Agreement) in which a security interest may be perfected by filing in the United States and its territories and possessions, in each case prior and superior in right to any other Person (it being understood that subsequent recordings in the United States Patent and Trademark Office and the United States Copyright Office may be necessary to perfect a Lien on registered trademarks and patents, trademark and patent applications and registered copyrights acquired by the Loan 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 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 Security Agreement) is delivered to the Collateral Agent, the Lien created under Collateral the Security Agreement shall constitute a fully perfected and 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, Person and (ii) when financing statements and other filings in appropriate form are filed in the offices specified on Schedule 3.19(a), 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 Person, other than with respect to Liens expressly permitted by Section 6.026.02 that by operation of law or contract are prior and superior in right to the Liens 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 in appropriate form filed in the offices specified on Schedule 3.19(a), a 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 the Intellectual Property IP Collateral (as defined in the Collateral Security Agreement) in which a security interest may be perfected by filing in the United States Patent and its territories Trademark Office and possessionsthe United States Copyright Office, 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 may be necessary to perfect a Lien on registered trademarks and trademarks, patents, trademark copyrights and patent related applications and registered copyrights 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 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 with respect to Permitted Liens expressly permitted by Section 6.02that 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), 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 Intellectual Property Collateral Agreement) registered or applied for with the United States Patent and Trademark Office or Copyrights (as defined in the Collateral Agreement) in which a security interest may be perfected by filing in registered or applied for with the United States and its territories and possessionsCopyright Office, as the case may be, 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 trademarks and patentsor applied for Patents, trademark and patent applications and registered copyrights Trademarks, or Copyrights, acquired 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 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 the certificates evidencing Pledged Collateral Interests (as defined in the Collateral Pledge and Security Agreement) is are delivered to the Collateral AgentAgent (together with blank endorsements), the Lien created under Collateral the 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 such Pledged Collateral, Equity Interests (as defined in the Pledge and Security Agreement) in each case prior and superior in right to any adverse claim of any other Person, and (ii) when financing statements in appropriate form are filed in the offices specified on Schedule 3.19(a)2 thereto, the Lien created under the Collateral Pledge and Security Agreement will constitute a fully perfected First Priority Lien on, and security interest in, all right, title and interest of the Loan Credit 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 with respect to Liens expressly permitted by Section 6.02which 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 in appropriate form filed in the offices specified on Schedule 3.19(a)2 of the Pledge and Security Agreement, a 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 the Intellectual Property Pledged IP (as defined in the Collateral Pledge and Security Agreement) in which a security interest may be perfected by filing in the United States and its territories and possessions, in each case prior and superior in right to any other Person 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 trademarks and patents, trademark and patent applications and registered copyrights acquired by the Loan Credit 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 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 in appropriate form are filed in the offices specified on Schedule 3.19(a), the Lien created under the Guarantee and Collateral Agreement will constitute a fully perfected Lien on, and security interest in, all right, title and interest of the 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 Person, other than with respect to Liens expressly 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 in appropriate form filed in the offices specified on Schedule 3.19(a), 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 the Intellectual Property (as defined in the Collateral Agreement) consisting of material issued or pending United States patents, material registered or pending United States trademarks and material registered United States copyrights in which a security interest may be perfected by filing in the United States and its territories and possessions, in each case prior and superior in right to any other Person 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 the United States Copyright Office may be necessary to perfect a Lien on United States registered trademarks and trademarks, issued patents, 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 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 Collateral Administrative 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 Personperson, and (ii) when financing statements in appropriate form are filed in the offices specified on Schedule 3.19(a), the Lien created under the Guarantee and Collateral Agreement will constitute a fully perfected Lien on, and security interest in, all right, title and interest of the 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 Personperson, other than with respect to Liens expressly permitted by Section 6.026.2. (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 in appropriate form filed in the offices specified on Schedule 3.19(a), a Lien created under the Guarantee and Collateral Agreement shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in the Intellectual Property (as defined in the Guarantee and Collateral Agreement) in which a security interest may be perfected by filing in the United States and its territories and possessions, in each case prior and superior in right to any other Person 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 trademarks and patentstrademarks, 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 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 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 and other filings in appropriate form are filed in the Pledged appropriate offices, and (ii) upon the taking of possession or control by the Administrative Agent of the Collateral (as defined in the Collateral Security Agreement) is delivered with respect to the Collateral Agentwhich a security interest may be perfected only by possession or control, the Lien Liens created under Collateral by the Security Agreement shall constitute a fully perfected first priority Lien Liens on, and security interest 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 in appropriate form are filed grantors thereunder in the offices specified on Schedule 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 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 with respect to Liens expressly those permitted by Section 6.028.8 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 and other filings in appropriate form are filed in the offices specified on Schedule 3.19(a)applicable offices, a Lien the 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 grantors thereunder in the Intellectual Property patents, trademarks, tradestyles, copyrights, and other intellectual property rights (as defined in the Collateral Agreement) in which a security interest may be perfected by filing in the United States including all registrations and its territories and possessionsapplications therefor), in each case prior and superior in right subject to any no Liens 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 on registered trademarks and patents, trademark and patent applications and registered copyrights acquired than those permitted by the Loan Parties after the date Section 8.8 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 the proceeds thereof and (i) and, when the Pledged such Collateral (as defined in the Collateral Agreement) is delivered to the Collateral AgentAgent and for so long as the Collateral Agent remains in possession of such Collateral, the Lien security interest created under Collateral by the Pledge Agreement shall constitute a fully perfected first priority Lien on, and security interest in, in all right, title and interest of the Loan Parties pledgor thereunder in such Pledged 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 (iias defined in the Security Agreement) and, when financing statements in appropriate form are filed in the offices specified on Schedule 3.19(a)6 to the 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 Person, other than with respect to Liens expressly permitted 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 referred to in appropriate form filed in Section 3.17(b) above are appropriately filed, the offices specified on Schedule 3.19(a), a 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 the Intellectual Property (as defined in the Collateral Security Agreement) in which a security interest may be perfected by filing filing, recording or registering a security agreement, financing statement or analogous document in the United States Patent and its territories and possessionsTrademark 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 lien on registered trademarks and patentstrademarks, trademark and patent applications and registered 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 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 Collateral Administrative 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 Personperson, and (ii) when financing statements in appropriate form are filed in the offices specified on Schedule 3.19(a), the Lien created under the Guarantee and Collateral Agreement will constitute a fully perfected Lien on, and security interest in, all right, title and interest of the 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 Personperson, other than with respect to Liens expressly permitted by Section 6.026.2. (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 in appropriate form filed in the offices specified on Schedule 3.19(a), a Lien created under the Guarantee and Collateral Agreement shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in the Intellectual Property (as defined in the Guarantee and Collateral Agreement) in which a security interest may be perfected by filing in the United States and its territories and possessions, in each case prior and superior in right to any other Person 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 trademarks and patentsTrademarks, trademark and applications, Patents, patent applications and registered copyrights 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 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 Debt and Pledged Equity are delivered to the Collateral Agentcollateral 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 first 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 Personperson, other than the First Priority Liens, and (ii) when financing statements in appropriate form are filed in the offices specified on Schedule 3.19(a3.27(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 Personperson, other than with respect to Liens expressly 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 in appropriate form filed in the offices specified on Schedule 3.19(a3.27(a), 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 the Intellectual Property (as defined in the Collateral Agreement) in which a security interest may be perfected by filing in the United States and its territories and possessions, in each case prior and superior in right to any other Person 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 trademarks and patents, 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 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 (as defined in to the Collateral Agreement) extent intended to be created thereby and the proceeds thereof required therein and (i) when upon the taking of possession or control by the Collateral Trustee of the Pledged Collateral (as defined in required by the Collateral Agreement) is delivered to the Collateral Agent, the Lien Liens created under by the Collateral Agreement shall constitute a fully perfected first priority Lien Liens on, and security interest interests 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 Personperson, and (ii) when financing statements in appropriate form are filed in accepted by the appropriate filing offices specified on Schedule 3.19(a), the Lien created under the Collateral Agreement will shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in all Collateral in which a security interest therein may be perfected by the filing of financing statements in such Collateral (other than Intellectual Property, as defined in the Collateral Agreement)offices, in each case prior and superior in right to any other Personperson, other than with respect to Liens expressly permitted by Section 6.026.02 or the Collateral Agreement. (b) Upon the recordation of the Collateral Agreement (or a short-form an intellectual property 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, as applicable, together with the financing statements or such other filings in appropriate form filed in the offices specified on Schedule 3.19(a), 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 the Intellectual Property (as defined in the Collateral Agreement) in which a security interest may be perfected by filing in financing statements or filings with the United States Patent and its territories and possessionsTrademark Office or the United States Copyright Office, in each case prior and superior in right to any other Person person, other than with respect to Liens expressly permitted by Section 6.02 (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 trademarks and patents, 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 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 Collateral Administrative 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 the offices specified on Schedule 3.19(a3.18(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 with respect to Liens expressly 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 in appropriate form filed in the offices specified on Schedule 3.19(a3.18(a), 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 the Intellectual Property (as defined in the Guarantee and Collateral Agreement) in which a security interest may be perfected by filing in the United States and its territories and possessions, in each case prior and superior in right to any other Person (it being understood that subsequent recordings in the United States Patent and Trademark Office and the United States Copyright Office may be necessary to perfect a Lien on registered trademarks and patents, 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 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 proceeds thereof and (i) and, when the Pledged Collateral (as defined in the Collateral Agreement) is delivered to the Collateral Agent, the Lien created under Collateral Pledge Agreement shall constitute a fully perfected first priority Lien on, and security interest in, all right, title and interest of the Loan Parties each pledgor thereunder in such Pledged 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 (iias defined in the Security Agreement) and, when financing statements in appropriate form are filed in the offices specified on Schedule 3.19(a)6 to the 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 with respect to Liens expressly 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 in appropriate form filed in the offices specified on Schedule 3.19(a), a 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 the Intellectual Property (as defined in the Collateral Security Agreement) in which a security interest may be perfected by filing filing, recording or registering a security agreement, financing statement or analogous document in the United States Patent and its territories and possessionsTrademark Office or the United States Copyright Office, as applicable, in each case prior and superior in right to any other Person other than Liens 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 trademarks and patentstrademarks, trademark and patent applications and registered copyrights acquired by the Loan Parties after the date hereof).

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 Collateral Agreement) and the proceeds thereof and case of (i) when the Pledged Collateral (as defined 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) is are delivered to the Collateral Term Administrative Agent, the Lien created under (ii) Collateral Agreement shall constitute with respect to which a fully perfected first priority Lien on, and security interest inmay be perfected only by possession or control, all right, title and interest upon the taking of possession or control by the Loan Parties in Term Administrative Agent of such Pledged Collateral, in each case prior and superior in right to any other Person, and (iiiii) the other personal property Collateral described in the Security Documents, when financing statements in appropriate form are filed in the offices specified on Schedule 3.19(a)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 with respect to Liens expressly 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 or the United States Copyright Office, together with as applicable, and such other filings as are specified by the financing statements in appropriate form filed in Term Collateral Agreement have been completed, the offices specified Lien on Schedule 3.19(a), a Lien 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 such Collateral, as security for the Intellectual Property (as defined in the Collateral Agreement) in which a security interest may be perfected by filing in the United States and its territories and possessionsSecured Obligations, in each case prior and superior in right to the Liens of 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 on registered trademarks and patents, trademark and patent applications and registered copyrights acquired by the Loan Parties after the date hereofexcept Liens permitted under 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 proceeds thereof and (i) and, when the Pledged Collateral (as defined in the Collateral Agreement) is delivered to the Collateral Agent, the Lien created under Collateral Pledge Agreement shall constitute a fully perfected first priority Lien on, and security interest in, all right, title and interest of the Loan Parties pledgors thereunder in such Pledged Collateral, in each case prior and superior in right to any other Personperson. (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 (iias defined in the Security Agreement) and, when financing statements in appropriate form are filed in the offices specified on Schedule 3.19(a)6 to the 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 with respect to Liens expressly 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 in appropriate form filed in the offices specified on Schedule 3.19(a), a 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 such Collateral (other than the Intellectual Property, as defined in the Security Agreement), in each case (assuming release of security interests under the Existing Credit Agreement) 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 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 Collateral Security Agreement) in which a security interest may be perfected by filing in the United States and its territories and possessions), in each case prior and superior in right to any other Person 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 trademarks and patentstrademarks, trademark and patent applications and registered copyrights acquired by the Loan Parties grantors 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 Collateral Security Agreement) ), other than uncertificated securities, uncertificated limited liability company interests and uncertificated partnership interests, is delivered to the Collateral AgentAdministrative Agent together with the proper endorsements, the Lien created under Collateral 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 in appropriate form are filed in the offices specified on Schedule 3.19(a)4.18 and all applicable filing 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 Person, other than with respect to Liens expressly permitted by Section 6.02Permitted Prior 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 in appropriate form filed in the offices specified on Schedule 3.19(a)4.18, a 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 the Intellectual Property (as defined in the Collateral Security Agreement) in which a security interest may be perfected by filing in the United States and its territories and possessions), in each case prior and superior in right to any other Person Person, other than with respect to Permitted Prior Liens. (it being understood that subsequent recordings c) Each Control Agreement with respect to Deposit Accounts and Securities Accounts (as such terms are defined in the United States Patent Security Agreement), upon execution and Trademark Office 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 United States Copyright Office may be necessary to perfect Collateral held therein and constitute a fully perfected Lien on registered trademarks on, and patentssecurity interest in, trademark all right, title and patent applications and registered 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 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 (as defined in the Collateral Agreement) is delivered to the Collateral AgentAgent in accordance with the terms of the Pledge and Security Agreement, the Lien created under 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 such Pledged Collateral, in each case prior and superior in right to any other Person, Person and (ii) when financing statements in appropriate form are filed in the offices specified in the Collateral Questionnaire delivered on Schedule 3.19(a)the 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 Person, other than with respect to Liens expressly 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 in appropriate form filed in the offices specified in the Collateral Questionnaire delivered on Schedule 3.19(a)the Closing Date, a 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 the Intellectual Property (as defined in the Collateral Pledge and Security Agreement) in which a security interest may be perfected by filing in the United States and its territories and possessions, in each case prior and superior in right to any other Person other than Liens 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 trademarks and patents, 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 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 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 Pledged Collateral, in each case prior and superior in right to any other Personperson, and (ii) when financing statements in appropriate form are filed in the offices specified on Schedule 3.19(a3.27(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 Personperson, other than with respect to Liens expressly 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 in appropriate form filed in the offices specified on Schedule 3.19(a3.27(a), 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 the Intellectual Property (as defined in the Collateral Agreement) in which a security interest may be perfected by filing in the United States and its territories and possessions, in each case prior and superior in right to any other Person 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 trademarks and patents, 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 the proceeds thereof and (i) and, when the Pledged such Collateral (as defined in the Collateral Agreement) is delivered to the Collateral AgentAgent and for so long as the Collateral Agent remains in possession of such Collateral, the Lien security interest created under Collateral by the Pledge Agreement shall constitute a fully perfected first priority Lien on, and security interest in, in all right, title and interest of the Loan Parties pledgor thereunder in such Pledged 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 (iias defined in the Security Agreement) and, when financing statements in appropriate form are filed in the offices specified on Schedule 3.19(a)6 to the 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 Person, other than with respect to Liens expressly permitted 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 referred to in appropriate form filed in Section 3.17(b) above are appropriately filed, the offices specified on Schedule 3.19(a), a 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 the Intellectual Property (as defined in the Collateral Security Agreement) in which a security interest may be perfected by filing filing, recording or registering a security agreement, financing statement or analogous document in the United States Patent and its territories and possessionsTrademark 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 lien on registered trademarks and patentstrademarks, trademark and patent applications and registered 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. (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 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 Personperson, and (ii) when financing statements in appropriate form are filed in the offices specified on Schedule 3.19(a3.18(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 Personperson, other than with respect to Liens expressly 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 in appropriate form filed in the offices specified on Schedule 3.19(a3.18(a), a Lien created under the Guarantee and Collateral Agreement shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in the Intellectual Property (as defined in the Guarantee and Collateral Agreement) in which a security interest may be perfected by filing in the United States of America and its territories and possessions, in each case prior and superior in right to any other Person 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 trademarks and patents, 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 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 in appropriate form are filed in the offices specified on Schedule 3.19(a3.17(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 Person, other than with respect to Liens expressly 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 in appropriate form filed in the offices specified on Schedule 3.19(a3.17(a), a Lien created under the Guarantee and Collateral Agreement shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in the Intellectual Property (as defined in the Guarantee and Collateral Agreement) in which a security interest may be perfected by filing in the United States and its territories and possessions, in each case prior and superior in right to any other Person (it being understood that subsequent recordings in the United States Patent and Trademark Office and the United States Copyright Office may be necessary to perfect a Lien on registered trademarks and patents, 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 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 proceeds thereof and (i) and, when the Pledged Collateral (as defined in the Collateral Agreement) is delivered to the Collateral Agent, the Lien created under Collateral Pledge Agreement 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 Pledged Collateral, in each case prior and superior in right to any other Personperson. (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 (iias defined in the Security Agreement) and, when financing statements in appropriate form are filed in the offices specified on Schedule 3.19(a)6 to the 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 with respect to Liens expressly 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 in appropriate form filed in the offices specified on Schedule 3.19(a), a 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 the Intellectual Property (as defined in the Collateral Security Agreement) in which a security interest may be perfected by filing filing, recording or registering a security agreement, financing statement or analogous document in the United States Patent and its territories and possessionsTrademark Office or the United States Copyright Office, as applicable, in each case prior and superior in right to any other Person 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 trademarks and patentstrademarks, 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 Lien Liens created under Guarantee and Collateral Agreement shall constitute a fully perfected first priority Lien Liens on, and security interest 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 Personperson, and (ii) when financing statements in appropriate form are filed in the offices specified on Schedule 3.19(a3.16(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 Personperson, other than with respect to Liens expressly permitted by Section 6.02Permitted Liens. (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 in appropriate form filed in the offices specified on Schedule 3.19(a3.16(a), a 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 the Registered Intellectual Property (as defined in the Guarantee and Collateral Agreement) to the extent in which a security interest may be perfected by filing in the United States and its territories and possessionsmaking such filings, in each case prior and superior in right to any other Person person, other than with respect to Permitted Liens (it being understood that subsequent recordings in the United States Patent and Trademark Office and the United States Copyright Office may be necessary to perfect a Lien on registered trademarks and patents, 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 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 in appropriate form are filed in the offices specified on Schedule 3.19(a), or other appropriate instruments are filed or other actions taken, all as described in Schedule 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 Person, in each case other than with respect to Liens expressly 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 in appropriate form filed in the offices specified on Schedule 3.19(a), a 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 the Intellectual Property (as defined in the U.S. Collateral Agreement) in which a security interest may be perfected by filing in the United States and its territories and possessions, in each case prior and superior in right to any other Person (it being understood that subsequent recordings in the United States Patent and Trademark Office and the United States Copyright Office may be necessary to perfect a Lien on registered trademarks and patents, 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) and the proceeds thereof and ). When (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 financing statements or other filings specified on Schedule 5 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 Perfection Certificate in appropriate form are filed in the offices specified on Schedule 3.19(a)6 of the Perfection Certificate with respect to such Collateral and (ii) if applicable, certificates representing such Collateral are delivered to the Lien created under Collateral Agent, 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 with respect to Persons holding Liens expressly permitted 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 referred to in appropriate form filed in the offices specified on Schedule 3.19(a)paragraph (a) above, a 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 grantors in the Intellectual Property (as defined in the Collateral Agreement) in which a security interest Agreement and to the extent that such filing or possession by the Collateral Agent may be perfected by filing in the United States and its territories and possessionsperfect such interest), in each case prior and superior in right to any other Person other than Persons holding Liens 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 trademarks and patents, 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 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 Collateral AgreementPledge Agreements) 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 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 Pledged CollateralCollateral and the proceeds thereof, in each case prior and 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 (ii) when assuming that financing statements in appropriate form are have been filed in the offices specified on Schedule 3.19(a4.18(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 with respect to Liens expressly permitted by Section 6.02Permitted Liens. (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 in appropriate form are filed in the offices specified on Schedule 3.19(a4.18(c), a 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 such Mortgaged Properties and the Intellectual Property (as defined in the Collateral Agreement) in which a security interest may be perfected by filing in the United States and its territories and possessionsproceeds thereof, 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 may be necessary to perfect a Lien on registered trademarks and patents, trademark and patent applications and registered copyrights acquired by the Loan Parties after the date hereof)other than 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 the proceeds thereof and (i) and, when the Pledged Collateral (as defined in the Collateral Agreement) is delivered to the Collateral AgentAgent (or in the case of Foreign Subsidiaries in Germany, the Lien created under Collateral Netherlands and the United Kingdom, when pledge agreements complying with applicable foreign laws are executed and delivered), the Pledge Agreement shall constitute a fully perfected first priority Lien on, and security interest in, all right, title and interest of the Loan Parties pledgors thereunder in such Pledged Collateral, in each case prior and superior in right to any other Personperson. (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 (iias defined in the Security Agreement) and, when financing statements in appropriate form are filed in the offices specified on Schedule 3.19(a)6 to the 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 with respect to Liens expressly 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 in appropriate form filed in the offices specified on Schedule 3.19(a), a 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 such Collateral (other than the Intellectual Property (Property, as defined in the Collateral Security Agreement) in which a security interest may be perfected by filing in the United States and its territories and possessions), in each case prior and superior in right to any other Person 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 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 Security Agreement), 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 may be necessary to perfect a Lien lien on registered trademarks and patentstrademarks, trademark and patent applications and registered 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 the proceeds thereof and (i) and, when the Pledged Collateral (as defined in the Collateral Agreement) Bidco Note is delivered to the Collateral Agent, the Lien created under Collateral Agreement shall constitute a fully perfected first priority Lien on, Agent 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 the offices specified on Schedule 3.19(a)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 Personperson, other than with respect to Liens expressly 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 in appropriate form filed in the offices specified on Schedule 3.19(a), 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 the Intellectual Property (as defined in the Collateral Agreement) in which a security interest may be perfected by filing in the United States and its territories and possessions, in each case prior and superior in right to any other Person (it being understood that subsequent recordings in the United States Patent and Trademark Office and the United States Copyright Office may be necessary to perfect a Lien on registered trademarks and patents, 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 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 in appropriate form are filed in the offices specified on Schedule 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), 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) 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 in appropriate form filed in the offices specified on Schedule 3.19(a), 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 the Intellectual Property (as defined in the Collateral Agreement) in which a security interest may be perfected by filing in the United States and its territories and possessions, in each case prior and superior in right to any other Person (it being understood that subsequent recordings in the United States Patent and Trademark Office and the United States Copyright Office may be necessary to perfect a Lien on registered trademarks and patents, 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 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 Collateral Security Agreement) and the proceeds thereof and (i) , when the Administrative Agent obtains control of stock certificates representing such Pledged Collateral (as defined Stock, and in the case of all other Collateral described in the Security Agreement) is delivered , when financing statements and other filings in appropriate form are or have been filed in the appropriate offices, each security interest granted pursuant to the Collateral Agent, the Lien created under Collateral 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 CollateralCollateral and the proceeds thereof to the extent a security interest can be perfected by filing or other action required thereunder as security for the Secured Obligations, in each case prior and superior in right to any other PersonPerson (except, in the case of Collateral (other than Pledged Stock with respect to which the Administrative Agent has control), Liens permitted by Section 6.3). (b) Each of the Mortgages is effective to create in favor of the Administrative Agent, for the benefit of the Secured Parties, a legal, valid and enforceable Lien on the mortgaged properties described therein and proceeds thereof, and (ii) when financing statements in appropriate form the Mortgages are or have been filed in the offices specified on Schedule 3.19(a)appropriate offices, the Lien created under the Collateral Agreement will 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 such Collateral (other than Intellectual Propertyproperties and the proceeds thereof, as defined in security for the Collateral 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. (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 in appropriate form filed in the offices specified on Schedule 3.19(a), 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 the Intellectual Property (as defined in the Collateral Agreement) in which a security interest may be perfected by filing in the United States and its territories and possessionsSecured Obligations, 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 may be necessary to perfect a Lien on registered trademarks and patents, trademark and patent applications and registered copyrights acquired except for Liens 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 (as defined in described therein to the Collateral Agreement) and the proceeds thereof extent intended to be created thereby 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 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 (iii) upon the taking of possession or control by the Collateral Agent of such Collateral with respect to which a security interest may be perfected only by possession or control (which possession or control shall be given to the Collateral Agent to the extent possession or control by the Collateral Agent is required by the 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 Liens permitted hereunder and with respect the priority required by the Security Documents (subject to Liens expressly permitted by Section 6.02the Intercreditor Agreements). (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 in appropriate form filed in the offices specified on Schedule 3.19(a), a 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 grantors thereunder (to the extent intended to be created thereby) in the Intellectual Property (as defined in IP Rights to the Collateral Agreement) in which extent that a security interest may can be created under Article 9 of the UCC and can be perfected by the filing of a financing statement in accordance therewith, except as the United States enforcement thereof may be limited by applicable bankruptcy, insolvency or similar laws affecting the enforcement of rights of creditors generally and its territories except to the extent that enforcement of rights and possessionsremedies 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 no Liens other Person than Liens 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 trademarks patents and patents, trademark and patent applications and registered 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 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 (as defined 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 Collateral Agreement) is delivered to 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 PersonPerson (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 in appropriate form are filed in the offices specified on Schedule 3.19(a3.18(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 Person, other than with respect to Liens expressly permitted by Section 6.026.02 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). (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 in appropriate form filed in the offices specified on Schedule 3.19(a3.18(a), a any Lien on any Intellectual Property (as defined in the Guarantee and Collateral 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 the Intellectual Property (as defined in the Guarantee and Collateral Agreement) covered thereby in which a security interest may be perfected by filing in the United States and its territories and possessions, in each case prior and superior in right to any other Person 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 the United States Copyright Office OfficeUSPTO and the USCO may be necessary to perfect a Lien on registered trademarks and patents, trademark and patent applications and registered copyrights acquired by the Loan Parties after the 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 the proceeds thereof and (i) and, when the Pledged Collateral (as defined in the Collateral Agreement) is delivered to the Collateral Agent, the Lien created under Collateral Pledge Agreement shall constitute a fully perfected first priority Lien on, and security interest in, all right, title and interest of the Loan Parties pledgors thereunder in such Pledged Collateral, in each case prior and superior in right to any other Personperson. (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 (iias defined in the Security Agreement) and, when financing statements in appropriate form are filed in the offices specified on Schedule 3.19(a)6 to the 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 with respect to Liens expressly 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 in appropriate form filed in the offices specified on Schedule 3.19(a), a 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 such Collateral (other than the Intellectual Property (Property, as defined in the Collateral Security Agreement) in which a security interest may be perfected by filing in the United States and its territories and possessions), in each case prior and superior in right to any other Person 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 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 Security Agreement), 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 may be necessary to perfect a Lien lien on registered trademarks and patentstrademarks, trademark and patent applications and registered 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 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 the Pledged Collateral (as defined in the Collateral Agreement) is delivered to the Collateral Agent, the Lien created under Collateral Agreement 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 Personperson, and (ii) when financing statements in appropriate form are filed in the offices specified on Schedule 3.19(a), the Lien created under the Collateral Pledge and Security Agreement will constitute a fully perfected first priority 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 Pledge and Security Agreement), in each case prior and superior in right to any other Personperson, other than with respect to Liens expressly 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 in appropriate form filed in the offices specified on Schedule 3.19(a), a 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 Borrower in the Intellectual Property (as defined in the Collateral Pledge and Security Agreement) in which a security interest may be perfected by filing in the United States and its territories and possessions, in each case prior and superior in right to any other Person 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 trademarks and patents, 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 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 the proceeds thereof and (i) and, when the Pledged Collateral (as defined in the Collateral Agreement) is delivered to the Collateral AgentAdministrative Agent and duly endorsed, the Lien created under Collateral Pledge Agreement 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 Pledged Collateral, in each case prior and superior in right to any other Personperson, 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. (iib) 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 in appropriate form are filed in the offices specified on Schedule 3.19(a)6 to the 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 Personperson, other than with respect to Liens expressly that are 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 in appropriate form filed in the offices specified on Schedule 3.19(a), a 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 the Intellectual Property (as defined in the Collateral Security Agreement) in which a security interest may be perfected by filing filing, recording or registering a security agreement, financing statement or analogous document in the United States Patent and its territories and possessionsTrademark Office or the United States Copyright Office, as applicable, in each case prior and superior in right to any other Person person (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 trademarks and patentstrademarks, trademark and patent applications and registered 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 delivered to obtained by 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, Collateral and (ii) when financing statements in appropriate form are filed in the offices specified on Schedule SCHEDULE 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 with respect to Liens expressly 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 in appropriate form filed in the offices specified on Schedule 3.19(aSCHEDULE 3.19(b), 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 the Intellectual Property (as defined in the Collateral Agreement) in which a security interest may be perfected by filing in the United States and its territories and possessions, in each case prior and superior in right to any other Person person (other than Liens 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 trademarks and patents, 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 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 proceeds thereof and (i) and, when the Pledged such Collateral (as defined in the Collateral Agreement) is delivered to the Collateral AgentAgent and for so long as the Collateral Agent remains in possession of such Collateral, the Lien security interest created under Collateral by the Pledge Agreement shall constitute a fully perfected first priority Lien on, and security interest in, in all right, title and interest of the Loan Parties pledgor thereunder in such Pledged 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 (iias defined in the Security Agreement) and, when financing statements in appropriate form are filed in the offices specified on Schedule 3.19(a)6 to the 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 Person, other than with respect to Liens expressly permitted 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 referred to in appropriate form filed in Section 3.17(b) above are appropriately filed, the offices specified on Schedule 3.19(a), a 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 the Intellectual Property (as defined in the Collateral Security Agreement) in which a security interest may be perfected by filing filing, recording or registering a security agreement, financing statement or analogous document in the United States Patent and its territories and possessionsTrademark 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 lien on registered trademarks and patentstrademarks, trademark and patent applications and registered 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 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 Collateral Collat eral (as defined in the Collateral Pledge Agreement) and the proceeds thereof and (i) and, when the Pledged Collateral (as defined in the Collateral Agreement) is delivered to the Collateral Agent, the Lien created under Collateral Pledge Agreement 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 Pledged Collateral, in each case prior and superior in right to any other Personperson. (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 (iias defined in the Security Agreement) and, when financing statements in appropriate form are filed in the offices specified on Schedule 3.19(a)6 to the 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 with respect to Liens expressly 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 OfficeOff-ice, together with the financing statements in appropriate form filed in the offices specified on Schedule 3.19(a), a 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 the Intellectual Property (as defined in the Collateral Security Agreement) in which a security interest may be be: perfected by filing filing, recording or registering a security agreement, financing statement or analogous document in the United States Patent and its territories and possessionsTrademark Office or the United States Copyright Office, as applicable, in each case prior and superior in right to any other Person person other than Liens 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 trademarks and patentstrademarks, trademark and patent applications and registered 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 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 proceeds thereof and (i) and, when the Pledged such Collateral (as defined in the Collateral Agreement) is delivered to the Collateral AgentAgent and for so long as the Collateral Agent remains in possession of such Collateral, the Lien security interest created under Collateral by the Pledge Agreement shall constitute a fully perfected first priority Lien on, and security interest in, in all right, title and interest of the Loan Parties pledgor thereunder in such Pledged 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 (iias defined in the Security Agreement) and, when financing statements in appropriate form are filed in the offices specified on Schedule 3.19(a)6 to the 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 Person, other than with respect to Liens expressly permitted 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 referred to in appropriate form filed in Section 3.17(b) above are appropriately filed, the offices specified on Schedule 3.19(a), a 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 the Intellectual Property (as defined in the Collateral Security Agreement) in which a security interest may be perfected by filing filing, recording or registering a security agreement, financing statement or analogous document in the United States Patent and its territories and possessionsTrademark 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 lien on registered trademarks and patentstrade- marks, trademark and patent applications and registered copyrights acquired by the Loan Parties after the date hereofEffective 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 Assignment) and, when financing statements in appropriate form are filed in designated filing offices, the security interest created by the Collateral Assignment shall constitute a perfected security interest created by the security interest in all right, title and interest of Holdings in such Collateral in 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 with respect to Liens permitted by Section 6.02. (f) 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) 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 AgentAgreement, the Lien created under the Guarantee and Collateral Agreement shall constitute a fully perfected first 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 Personperson other than the First Lien Secured Parties (as defined in the Intercreditor Agreement), and (ii) when financing statements in appropriate form are filed in the offices specified on Schedule 3.19(a), the Lien created under the Guarantee and Collateral Agreement will constitute a fully perfected Lien on, and security interest in, all right, title and interest of the 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 Personperson, other than with respect to Liens expressly 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 in appropriate form filed in the offices specified on Schedule 3.19(a), 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 the Intellectual Property (as defined in the Guarantee and Collateral Agreement) in which a security interest may be perfected by filing in the United States and its territories and possessions, in each case prior and superior in right to any other Person person, other than with respect to the rights of persons pursuant to Liens 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 trademarks and patents, 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 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 case, pari passu with the Term Liens and prior and superior in right to any other Personperson, and (ii) when financing statements in appropriate form are filed in the offices specified on Schedule 3.19(a), the Lien created under the Guarantee and Collateral Agreement 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 Personperson, other than with respect to Liens expressly 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 in appropriate form filed in the offices specified on Schedule 3.19(a), 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 the Intellectual Property (as defined in the Guarantee and Collateral Agreement) in which a security interest may be perfected by filing in the United States and its territories and possessions, in each case pari passu with the Term Liens and prior and superior in right to any other Person 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 trademarks and patents, 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 and, for so long as the proceeds thereof and (i) when the Pledged Collateral (as defined in the Collateral Agreement) is delivered Agent continues to the Collateral Agenthold such Collateral, the Lien created under Collateral Pledge Agreement shall constitute a fully perfected first priority Lien on, and security interest in, all right, title and interest of the Loan Parties pledgors thereunder in such Pledged Collateral, in each case prior and superior in right to any other Personperson, (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 security interest in the Collateral (iias defined in the Security Agreement), in each case prior and superior in right to any other person, other than with respect to Liens expressly permitted by Section 6.02, (c) when financing statements in appropriate form are the Trademark Security Agreement filed in the offices specified on Schedule 3.19(a), United States Patent and Trademark Office constitutes (together with the Lien created under financing statements filed with the Collateral Agreement will constitute Secretary of 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 with respect to Liens expressly 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 in appropriate form filed in the offices specified on Schedule 3.19(a), 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 the Intellectual Property (as defined in the Collateral Agreement) in which a security interest may be perfected by filing in the United States and its territories and possessions, in each case prior and superior in right to any other Person 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 trademarks and patentstrademarks, trademark and patent applications and registered 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 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 (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 Credit Parties in such Pledged Collateral, in each case prior and superior in right to any other Personthe Security Agreement Collateral described therein, and (ii) when financing statements in appropriate form are filed in the offices specified on Schedule 3.19(a), the Lien created under the Collateral Agreement Agent, for the benefit of the Secured Creditors, has (or within 10 days following the Initial Borrowing Date will constitute have) a fully perfected Lien on, and security interest in, in all right, title and interest in all of the Loan Parties in Security Agreement Collateral described therein to the extent required to be perfected by the provisions of such Collateral (Security Agreement, 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 with respect to Liens expressly 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 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 in appropriate form filed in the offices specified on Schedule 3.19(a)Security Agreement, a Lien created under the Collateral Agreement shall constitute a fully perfected Lien onwill create, and security interest in, all right, title and interest of the Loan Parties in the Intellectual Property (as defined in the Collateral Agreement) in which a security interest may be perfected by filing such filings and recordation, a perfected security interest in the United States and its territories and possessionscopyrights covered by the Security Agreement. (b) The 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 each case prior and superior the Pledge Agreement Collateral described in right the Pledge Agreement, subject to no security interests of any other Person Person. Notwithstanding anything to the contrary in this clause (b), it being is understood that subsequent recordings in no representation is made under this clause (b) as to the creation, perfection or priority of any Lien to the extent that such creation, perfection or priority is determined under the law of a jurisdiction outside the United States Patent States. (c) If and Trademark Office to the extent any Mortgage is granted after the Initial Borrowing Date, each such Mortgage creates, as security for the obligations purported to be secured thereby, a valid and enforceable perfected security interest in and mortgage lien on the United States Copyright Office respective Mortgaged Property in favor of the Collateral Agent (or such other trustee as may be necessary required or desired under local law) for the benefit of the Secured Creditors, superior and prior to perfect a Lien the rights of all third Persons (except that the security interest and mortgage lien created on registered trademarks such Mortgaged Property may be subject to the Permitted Encumbrances related thereto) and patents, trademark and patent applications and registered copyrights acquired by the Loan Parties after the date hereofsubject to no other Liens (other than Permitted Encumbrances related thereto).

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 proceeds thereof and (i) and, when the Pledged such Collateral (as defined in the Collateral Agreement) is delivered to the Collateral Agent, the Lien created under Collateral Pledge Agreement shall constitute a fully perfected first priority Lien on, and security interest in, all right, title and interest of the Loan Parties each pledgor thereunder in such Pledged 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 (iias defined in the Security Agreement) and, when financing statements in appropriate form are filed in the offices specified on Schedule 3.19(a)6 to the 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 Person, other than with respect to Liens expressly 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 in appropriate form filed in the offices specified on Schedule 3.19(a), a 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 the Intellectual Property (as defined in the Collateral Security Agreement) in which a security interest may be perfected by filing filing, recording or registering a security agreement, financing statement or analogous document in the United States Patent and its territories and possessionsTrademark Office or the United States Copyright Office, as applicable, in each case prior and superior in right to any other Person other than Liens 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 trademarks and patentstrademarks, trademark and patent applications and registered 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 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 (i) when together with the Pledged Collateral (as defined in the Guarantee and Collateral Agreement) is delivered to in possession of the Collateral AgentAgent constitutes, or in the Lien created under case of Pledged Collateral Agreement shall constitute 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 Personperson, and (ii) when together with the financing statements in appropriate form are previously filed in the offices specified on Schedule 3.19(a), 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 Personperson, other than with respect to Liens expressly 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 in appropriate form filed in the offices specified on Schedule 3.19(a), a 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 the Intellectual Property (as defined in the Guarantee and Collateral Agreement) in which a security interest may be perfected by filing in the United States and its territories and possessions, in each case prior and superior in right to any other Person 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 trademarks and patents, 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 control of the Pledged Collateral (as defined in the Collateral Agreement) is delivered to obtained by 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, Collateral and (ii) when financing statements in appropriate form are filed in the offices specified on Schedule 3.19(aSCHEDULE 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 with respect to Liens expressly 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 in appropriate form filed in the offices specified on Schedule 3.19(aSCHEDULE 3.19(B), 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 the Intellectual Property (as defined in the Collateral Agreement) in which a security interest may be perfected by filing in the United States and its territories and possessions, in each case prior and superior in right to any other Person person (other than Liens 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 trademarks and patents, 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 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 Collateral Agreement) and the proceeds thereof and (i) when case of the Pledged Collateral (as defined described in the Security Agreement, when certificates or promissory notes, as applicable, representing such Pledged Collateral Agreement) is and required to be delivered under the applicable Security Document are delivered to the Collateral Agent, and in the Lien created under case of the other Collateral described in the Security Agreement when financing statements are filed in the offices specified in the Security Agreement, the Collateral Agent (for the benefit of the Secured Parties) shall constitute have a fully perfected first priority Lien (subject to all Permitted Liens) on, and security interest in, all right, title and interest of the Loan Parties in such Pledged CollateralCollateral as security for the Secured Obligations to the extent perfection in such collateral can be obtained by filing Uniform Commercial Code financing statements or possession, in each case prior and superior in right to the Lien of any other Personperson (except Permitted Liens). (b) When the Security Agreement or a short form thereof is filed and recorded in the United States Patent and Trademark Office and/or the United States Copyright Office, and (ii) when 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 appropriate form are filed in the offices specified on Schedule 3.19(a)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 Personperson, other than with respect to except for Permitted Liens expressly 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 in appropriate form filed in the offices specified on Schedule 3.19(a), 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 the Intellectual Property (as defined in the Collateral Agreement) in which a security interest may be perfected by filing in the United States and its territories and possessions, in each case prior and superior in right to any other Person (it being understood that subsequent recordings in the United States Patent and Trademark Office and the United States Copyright Office may be necessary to perfect a Lien on registered trademarks and issued patents, 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 the proceeds thereof and (i) and, when the Pledged portion of the Collateral constituting certificated securities (as defined in the Collateral AgreementUniform Commercial Code) is delivered to the Collateral Agent, the Lien created under Collateral Pledge Agreement 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 Pledged 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 (iias defined in the Security Agreement) and, when financing statements in appropriate form are filed in the offices specified on Schedule 3.19(a)6 to each of the 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 with respect to Liens expressly 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 in appropriate form filed in the offices specified on Schedule 3.19(a), a 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 the Intellectual Property (as defined in the Collateral Security Agreement) in which a security interest may be perfected by filing filing, recording or registering a security agreement, financing statement or analogous document in the United States Patent and its territories and possessionsTrademark Office or the United States Copyright Office, as applicable, in each case prior and superior in right to any other Person Person, other than with respect to the rights of Persons pursuant to Liens expressly permitted by 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 trademarks and patentstrademarks, trademark and patent applications and registered 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 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 delivered to 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 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, Collateral and (ii) when financing statements in appropriate form are filed in the offices specified on Schedule 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 with respect to Liens expressly 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 in appropriate form filed in the offices specified on Schedule 3.19(a), 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 the Intellectual Property (as defined in the Collateral Agreement) in which a security interest may be perfected by filing in the United States and its territories and possessions, in each case prior and superior in right to any other Person person (other than Liens 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 trademarks and patents, 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 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) is 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 in appropriate form are filed in the offices specified on Schedule 3.19(a), the Lien created under the Guarantee and Collateral Agreement will constitute a fully perfected Lien on, and security interest in, all right, title and interest of the 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 with respect to Liens expressly 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 in appropriate form filed in the offices specified on Schedule 3.19(a), 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 the Intellectual Property (as defined in the Guarantee and Collateral Agreement) in which a security interest may be perfected by filing in the United States and its territories and possessions, in each case prior and superior in right to any other Person 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 the United States Copyright Office may be necessary to perfect a Lien on registered trademarks and patents, trademark and patent applications and registered copyrights acquired by the Loan Parties after the 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 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 and other filings in appropriate form are filed in the Pledged appropriate offices, and (ii) upon the taking of possession or control by the Administrative Agent of the Collateral (as defined in the Collateral Security Agreement) is delivered with respect to the Collateral Agentwhich a security interest may be perfected only by possession or control, the Lien Liens created under Collateral by the Security Agreement shall constitute a fully perfected first priority Lien Liens on, and security interest 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 in appropriate form are filed grantors thereunder in the offices specified on Schedule 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 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 with respect to Liens expressly those permitted by Section 6.028.8. (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 and other filings in appropriate form are filed in the offices specified on Schedule 3.19(a)applicable offices, a Lien the 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 grantors thereunder in the Intellectual Property patents, trademarks, trade styles, copyrights, and other intellectual property rights (as defined in the Collateral Agreement) in which a security interest may be perfected by filing in the United States including all registrations and its territories and possessionsapplications therefor), in each case prior and superior in right subject to any no Liens 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 on registered trademarks and patents, trademark and patent applications and registered copyrights acquired than 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 case, pari passu with the Term Liens and prior and superior in right to any other Personperson, and (ii) when financing statements in appropriate form are filed in the offices specified on Schedule 3.19(a), the Lien created under the Guarantee and Collateral Agreement 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 Personperson, other than with respect to Liens expressly 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 in appropriate form filed in the offices specified on Schedule 3.19(a), 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 the Intellectual Property (as defined in the Guarantee and Collateral Agreement) in which a security interest may be perfected by filing in the United States and its territories and possessions, in each case prior and superior in right to any other Person (it being understood that subsequent recordings in pari passu with the United States Patent and Trademark Office and the United States Copyright Office may be necessary to perfect a Lien on registered trademarks and patents, trademark and patent applications and registered copyrights acquired by the 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 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 proceeds thereof and (i) and, when the Pledged Collateral (as defined in the Collateral Agreement) is delivered to the Collateral Agent, the Lien created under Collateral Pledge Agreement shall constitute a fully perfected first priority Lien on, and security interest in, all right, title and interest of the Loan Parties pledgors thereunder in such Pledged Collateral, in each case prior and superior in right to any other Personperson. (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 (iias defined in the Security Agreement) and, when financing statements in appropriate form are filed in the offices specified on Schedule 3.19(a)6 to the 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 with respect to Liens expressly 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 in appropriate form filed in the offices specified on Schedule 3.19(a), a 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 such Collateral (other than the Intellectual Property (Property, as defined in the Collateral Security Agreement) in which a security interest may be perfected by filing in the United States and its territories and possessions), in each case prior and superior in right to any other Person 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 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 Security Agreement), 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 may be necessary to perfect a Lien lien on registered trademarks and patentstrademarks, trademark and patent applications and registered 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 (as defined 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 Collateral Agreement) is delivered to 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 PersonPerson (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 in appropriate form are filed in the offices specified on Schedule 3.19(a3.18(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 Person, other than with respect to Liens expressly permitted by Section 6.026.02 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). (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 in appropriate form filed in the offices specified on Schedule 3.19(a3.18(a), a any Lien on any Intellectual Property (as defined in the Guarantee and Collateral 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 the Intellectual Property (as defined in the Guarantee and Collateral Agreement) covered thereby in which a security interest may be perfected by filing in the United States and its territories and possessions, in each case prior and superior in right to any other Person 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 USPTO and the United States Copyright Office USCO may be necessary to perfect a Lien on registered trademarks and patents, trademark and patent applications and registered copyrights acquired by the Loan Parties after the date hereofClosing Date).

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 (i) when the Pledged Collateral (as defined in the Collateral Agreement) and, if such filing is delivered to the Collateral Agentrequired under applicable law, 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 in appropriate form are filed in the offices specified on Schedule 3.19(a)appropriate 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 with respect to Liens expressly 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 in appropriate form filed in the offices specified on Schedule 3.19(a), a 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 such Collateral and the Intellectual Property (as defined in the Collateral Agreement) in which a security interest may be perfected by filing in the United States and its territories and possessionsproceeds thereof, in each case prior and superior in right to any other Person (it being understood that subsequent recordings Person, except, with respect to the FRP Security Agreement as in effect prior to the United States Patent First Restatement Closing Date, as provided in Articles 34, 35 and Trademark Office and 36 of the United States Copyright Office may be necessary to perfect a Lien on registered trademarks and patents, trademark and patent applications and registered copyrights acquired by the Loan Parties after the date hereof)FRP Security Agreement.

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 proceeds thereof and (i) and, when the Pledged such Collateral (as defined in the Collateral Agreement) is delivered to the Collateral Agent, the Lien created under Collateral Pledge Agreement shall constitute a fully perfected first priority Lien on, and security interest in, all right, title and interest of the Loan Parties each pledgor thereunder in such Pledged 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 (iias defined in the Security Agreement) and, when financing statements in appropriate form are filed in the offices specified on Schedule 3.19(a)6 to the 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 Person, other than with respect to Liens expressly 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 in appropriate form filed in the offices specified on Schedule 3.19(a), a 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 the Intellectual Property (as defined in the Collateral Security Agreement) in which a security interest may be perfected by filing filing, recording or registering a security agreement, financing statement or analogous document in the United States Patent and its territories and possessionsTrademark Office or the United States Copyright Office, as applicable, in each case prior and superior in right to any other Person other than Liens 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 trademarks and patentstrademarks, trademark and patent applications and registered 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 Collateral Security Agreement) ), other than uncertificated securities, uncertificated limited liability company interests and uncertificated partnership interests, is delivered to the Collateral AgentAdministrative Agent together with the proper endorsements, the Lien created under Collateral 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 in appropriate form are filed in the offices specified on Schedule 3.19(a)4.18 and all applicable filing 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 Person, other than with respect to Liens expressly permitted by Section 6.02Permitted Prior 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 in appropriate form filed in the offices specified on Schedule 3.19(a)4.18, a 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 the Intellectual Property (as defined in the Collateral Security Agreement) in which a security interest may be perfected by filing in the United States and its territories and possessions), in each case prior and superior in right to any other Person Person, other than with respect to Permitted Prior Liens. (it being understood that subsequent recordings c) Each Control Agreement with respect to Deposit Accounts and Securities Accounts (as such terms are defined in the United States Patent Security Agreement) creates in favor of the Administrative Agent, for the ratable benefit of the Secured Parties, a legal, valid and Trademark Office enforceable security interest in the Collateral held therein and the United States Copyright Office may be necessary to perfect constitute a fully perfected Lien on registered trademarks on, and patentssecurity interest in, trademark all right, title and patent applications and registered 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 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) when in the case of the Pledged Collateral, upon the earlier of (A) when such Pledged Collateral (as defined in the Collateral Agreement) is delivered to the Collateral Agent, Agent and (B) when financing statements in appropriate form are filed in 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, offices specified on Schedule 3.19(a) and (ii) in the case of all other Collateral described therein in which a security interest can be created under Article 8 or 9 of the UCC (other than Intellectual Property Collateral), when financing statements in appropriate form are filed in the offices specified on Schedule 3.19(a), the Lien created under the Collateral Agreement will constitute a fully perfected Lien on, Guarantee 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 with respect to Liens expressly 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 in appropriate form filed in the offices specified on Schedule 3.19(a), 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 Secured Parties in such Collateral in which a security interest can be created under Article 8 or 9 of the UCC and proceeds thereof, as security for the Obligations, in each case prior and superior to the rights of any other person (except, in the case of all Collateral other than Pledged Collateral, with respect to Liens expressly permitted by Section 6.02 and, in the case of Pledged Collateral, with respect to any Liens expressly permitted by clauses (b) or (d) of Section 6.02). (b) Each Intellectual Property Security Agreement is effective to create in favor of the Collateral Agent, for the ratable benefit of the Secured Parties, a legal, valid, binding and enforceable security interest in the Intellectual Property (as defined Collateral described therein and proceeds thereof. When each Intellectual Property Security Agreement is filed in the United States Patent and Trademark Office and the United States Copyright Office, respectively, together with financing statements in appropriate form filed in the offices specified in Schedule 3.19(a), such Intellectual Property Security Agreement shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the grantors thereunder in the Intellectual Property Collateral Agreement) in which a security interest may be perfected by filing in the United States and its territories and possessionsproceeds thereof, as security for the Obligations, in each case prior and superior in right to any other Person person (except 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 the United States Copyright Office may be necessary to perfect a Lien lien on registered trademarks and patentstrademarks, trademark and patent applications and registered 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 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 delivered to obtained by 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, Collateral and (ii) when financing statements in appropriate form are filed in the offices specified on Schedule 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 with respect to Liens expressly 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 in appropriate form filed in the offices specified on Schedule 3.19(a), 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 the Intellectual Property (as defined in the Collateral Agreement) in which a security interest may be perfected by filing in the United States and its territories and possessions, in each case prior and superior in right to any other Person person (other than Liens 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 trademarks and patents, 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 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 (i) when the Pledged Collateral (as defined ), and, in the case of the Domestic Pledge Agreement, when such Collateral Agreement) is delivered to the Collateral Agent, the Lien created under Collateral Agent such Pledge Agreement shall will constitute a fully perfected first priority Lien on, on and security interest in, in all right, title and interest of the Loan Parties each pledgor thereunder in such Pledged Collateral, in each case prior and superior in right to any other Personperson. [[NYCORP:3461068v7:3124W: 04/23/2014--12:33 AM]] (a) Each 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 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 (iiand, as to assets outside the United States, subject to the comparable provision of the law that governs each such Security Agreement), 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. (b) when financing statements in appropriate form are When a Security Agreement is filed in the offices specified on Schedule 3.19(a)United States Patent and Trademark Office and the United States Copyright Office, and when the Lien created under the Collateral 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 Loan Parties grantors thereunder in such Collateral the Intellectual Property (other than Intellectual Property, as defined in such Security Agreement) listed therein and, subject to § 9‑315 of the Collateral Agreement)Uniform Commercial Code, 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 6.02person. (bc) Upon the recordation The Mortgages are effective to create in favor of the Collateral Agreement (or Agent, for the ratable benefit of the Secured Parties, a short-form security agreement legal, valid and enforceable Lien on all of the Loan Parties’ right, title and interest in form and substance reasonably satisfactory to the Borrower Mortgaged Properties and, to the extent provided by applicable law, the proceeds thereof, and when the Administrative Agent) with the United States Patent and Trademark Office and the United States Copyright Office, together with the financing statements in appropriate form Mortgages are filed in the offices specified on Schedule 3.19(a3.19(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), a Lien created under the Collateral Agreement shall Mortgages will constitute a fully perfected Lien Liens on, and security interest interests in, all right, title and interest of the Loan Parties in the Intellectual Property (as defined in the Collateral Agreement) in which a security interest may be perfected by filing in the United States and its territories and possessionsMortgaged Properties, in each case prior and superior in right to any other Person person, other than with respect to the rights of persons pursuant to Liens expressly permitted by Section 6.02. (it being understood that subsequent recordings in d) On the United States Patent Restatement Effective Date, the Collateral and Trademark Office Guarantee Requirement was satisfied, and at all times thereafter, the United States Copyright Office may Collateral and Guarantee Requirement will be necessary to perfect a Lien on registered trademarks and patents, trademark and patent applications and registered copyrights acquired by the Loan Parties after the 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 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) when assuming the Collateral Agent maintains possession of 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 Personperson, and (ii) when financing statements in appropriate form are filed in the offices specified on Schedule 3.19(a3.18(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 Personperson, other than with respect to Liens expressly 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 in appropriate form filed in the offices specified on Schedule 3.19(a3.18(a), a 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 the Intellectual Property (as defined in the Collateral Agreement) in which a security interest may be perfected by filing in the United States and its territories and possessions, in each case prior and superior in right to any other Person 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 trademarks and patents, 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 the proceeds thereof and and, when (i) when the Pledged in respect of Collateral (as defined in the which a security interest can be perfected by control, such Collateral Agreement) is delivered to the Collateral AgentAgent and for so long as the Collateral Agent remains in possession of such Collateral, the Lien security interest created under by the Guarantee and Collateral Agreement shall constitute a fully perfected first security interest, subject in priority to the Liens securing the First Lien onIndebtedness pursuant to the Intercreditor Agreements, and security interest in, in all right, title and interest of the Loan Parties pledgor thereunder in such Pledged Collateral, in each case prior and superior in right to any other Person, Person subject to the Intercreditor Agreements and (ii) when in respect of Collateral in which a security interest can be perfected by the filing of UCC financing statements, financing statements in appropriate form are filed in the offices specified on Schedule 3.19(a)1.04 to the Perfection Certificate most recently delivered to the 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 Person, other than with respect to Liens expressly permitted by Section 6.026.02 and subject to the Intercreditor Agreements. (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 referred to in appropriate form filed in Section 3.17(a) above are appropriately filed, the offices specified on Schedule 3.19(a), a 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 the Intellectual Property (as defined in the Guarantee and Collateral Agreement) in which a security interest may be perfected by filing filing, recording or registering a security agreement, financing statement or analogous document in the United States Patent and its territories and possessionsTrademark 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 lien on registered trademarks and patentstrademarks, trademark and patent applications and registered 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 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 (as defined in to the Collateral Agreement) extent intended to be created thereby and the proceeds thereof required therein and (i) when upon the taking of possession or control by the Collateral Agent of the Pledged Collateral (as defined in required by the Collateral Agreement) is delivered to Agreements, the Liens created by the Collateral Agent, the Lien created under Collateral Agreement Agreements shall constitute a fully perfected first priority Lien Liens on, and security interest interests 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 Personperson, and (ii) when financing statements in appropriate form are filed in accepted by the appropriate filing offices specified on Schedule 3.19(a), the Lien created under the Collateral Agreement will Agreements shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in all Collateral in which a security interest therein may be perfected by the filing of financing statements in such Collateral (other than Intellectual Property, as defined in the Collateral Agreement)offices, in each case prior and superior in right to any other Personperson, other than with respect to Liens expressly permitted by Section 6.026.02 or the Collateral Agreements. (b) Upon the recordation of the Collateral Agreement (or a short-form an intellectual property 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, as applicable, together with the financing statements or such other filings in appropriate form filed in the offices specified on Schedule 3.19(a), a the Lien created under each of 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 the Intellectual Property (as defined in each of the Collateral AgreementAgreements) in which a security interest may be perfected by filing in financing statements or filings with the United States Patent and its territories and possessionsTrademark Office or the United States Copyright Office, in each case prior and superior in right to any other Person person, other than with respect to Liens expressly permitted by Section 6.02 (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 trademarks and patents, 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. Other than following the occurrence of the Collateral Release Date and prior to the occurrence of the Collateral Reinstatement Date: (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 therein and (i) when the Pledged Collateral (as defined in the Collateral Agreement) is delivered to the Collateral AgentAgent in accordance with the terms of the Pledge and Security Agreement, the Lien created under 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 U.S. Loan Parties in such Pledged Collateral, in each case prior and superior in right to any other Person, Person and (ii) when financing statements in appropriate form are filed in the offices specified in the Perfection Certificate delivered on Schedule 3.19(a)the 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 U.S. Loan Parties in the Personal Property Collateral described in such Collateral statements (other than Intellectual Property, as defined in the Property 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 Person, other than with respect to Liens expressly permitted by Section 6.027.02. (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 Company and the Administrative Collateral Agent) with the United States Patent and Trademark Office and the United States Copyright Office, together with the financing statements in appropriate form filed in the offices specified in the Perfection Certificate delivered on Schedule 3.19(a)or before the Closing Date, a the Lien created under the Collateral Pledge and Security Agreement shall shall, constitute a fully perfected Lien on, and security interest in, all right, title and interest of the U.S. Loan Parties in the Intellectual Property (of such Loan Parties described therein as defined in “Collateral” to the Collateral Agreement) in which extent that a security interest therein may be perfected by filing in the United States Patent and its territories Trademark Office and possessionssuch Lien is, in each case case, prior and superior in right to the Lien of any other Person other than Liens permitted by Section 7.02 (it being understood that subsequent recordings in the United States Patent and Trademark Office and the United States Copyright Office may be necessary to perfect a Lien on registered trademarks and patents, trademark and patent applications and registered copyrights acquired by the U.S. Loan Parties after the date hereofRestatement 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 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 the proceeds thereof and (i) and, when the Pledged Collateral (as defined in the Collateral Agreement) is delivered to the Collateral Administrative Agent, the Lien created under Collateral Pledge Agreement shall constitute create a fully perfected first priority Lien on, and security interest in, all right, title and interest of the Loan Parties pledgors thereunder in such Pledged Collateral, in each case prior and superior in right to any other Personperson. (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 (iias defined in the Security Agreement) and, when financing statements in appropriate form are filed in the offices specified on Schedule 3.19(a)6 to the 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 with respect to Liens expressly 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 in appropriate form filed in the offices specified on Schedule 3.19(a), a 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 such Collateral (other than the Intellectual Property (Property, as defined in the Collateral Security Agreement) in which a security interest may be perfected by filing in the United States and its territories and possessions), in each case prior and superior in right to any other Person person, other than with respect to Liens expressly permitted by Section 6.02. Following an Event of Default, the Borrowers rights under the PCS Documents (other than the Stockholders Agreement) will be enforceable by the Lenders; provided, however, that the -------- ------- Administrative Agent shall not assign the Network Licensing Agreement to a third party without first obtaining AW's consent. (c) When the Security Agreement is filed in the United States Patent and Trademark Office and the United States Copyright Office, and, with respect to Collateral in which a security interest cannot be perfected by such filings, upon the filing of the financing statements referred to in paragraph (b) above, the Security Agreement and such financing statements 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 Security Agreement), 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 may be necessary to perfect a Lien lien on registered trademarks and patentstrademarks, trademark and patent applications and registered copyrights acquired by the Loan Parties grantors after the date hereof). (d) 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 Borrower's 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 3.22, the Mortgages shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Borrower 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 proceeds thereof and (i) when the Pledged Collateral (and, for so long as defined in the Collateral Agreement) is delivered Agent continues to the Collateral Agenthold such Collateral, the Lien created under Collateral Pledge Agreement shall constitute a fully perfected first priority Lien on, and security interest in, all right, title and interest of the Loan Parties pledgors thereunder in such Pledged Collateral, in each case prior and superior in right to any other Personperson. (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 (iias defined in the Security Agreement) and, when financing statements in appropriate form are filed in the offices specified on Schedule 3.19(a)6 to the 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 with respect to Liens expressly 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 in appropriate form filed in the offices specified on Schedule 3.19(a), a 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 such Collateral (other than the Intellectual Property (Property, as defined in the Collateral Security Agreement) in which a security interest may be perfected by filing in the United States and its territories and possessions), in each case prior and superior in right to any other Person person, other than with respect to Liens expressly permitted by Section 6.02. (c) Assuming the Security Agreement has been filed in the United States Patent and Trademark Office 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 Security Agreement), 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 may be necessary to perfect a Lien lien on registered trademarks and patentstrademarks, trademark and patent applications and registered 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 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 proceeds thereof and (i) and, when the Pledged Collateral (as defined in the Collateral Agreement) is delivered to the Collateral Agent, the Lien created under Collateral Pledge Agreement 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 Pledged Collateral, in each case prior and superior in right to any other Personperson. (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 (iias defined in the Security Agreement) and, when financing statements in appropriate form are filed in the offices specified on Schedule 3.19(a)pursuant to the 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 with respect to Liens expressly 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 in appropriate form filed in the offices specified on Schedule 3.19(a), a 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 the Intellectual Property (as defined in the Collateral Security Agreement) in which a security interest may be perfected by filing filing, recording or registering a security agreement, financing statement or analogous document in the United States Patent and its territories and possessionsTrademark Office or the United States Copyright Office, as applicable, in each case prior and superior in right to any other Person 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 trademarks and patentstrademarks, 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 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 the proceeds thereof and (i) and, when the Pledged such Collateral (as defined in the Collateral Agreement) is delivered to the Collateral Administrative Agent, the Lien created under Collateral Pledge Agreement shall constitute a fully perfected first priority Lien on, and security interest in, all right, title and interest of the Loan Parties pledgors thereunder in such Pledged 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 (iias defined in the Security Agreement) and, when financing statements in appropriate form are filed in the offices specified on Schedule 3.19(a)6 to the 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 with respect to Liens expressly 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 in appropriate form filed in the offices specified on Schedule 3.19(a), a 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 the Intellectual Property (as defined in the Collateral Security Agreement) in which a security interest may be perfected by filing filing, recording or registering a security agreement, financing statement or analogous document in the United States Patent and its territories and possessionsTrademark Office or the United States Copyright Office, as applicable, in each case prior and superior in right to any other Person other than Liens 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 trademarks and patentstrademarks, trademark and patent applications and registered 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 the proceeds thereof and (i) and, when the Pledged Collateral (as defined in the Collateral Agreement) is delivered to the Collateral Agent, the Lien created under Collateral Pledge Agreement shall constitute a fully perfected first priority Lien on, and security interest in, all right, title and interest of the Loan Parties pledgors thereunder in such Pledged Collateral, in each case prior and superior in right to any other Personperson. (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, (i) assuming that financing statements 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(a3.19(b), 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 with respect to Liens expressly 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 in appropriate form filed in the offices specified on Schedule 3.19(a), a 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 such Collateral (other than the Intellectual Property (Property, as defined in the Collateral Security Agreement) in which a security interest may be perfected by filing in the United States and its territories and possessions), in each case prior and superior in right to any other Person person, other than with respect to Liens expressly permitted by Section 6.02. (c) Assuming that the Security Agreement has been filed in the United States Patent and Trademark Office 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 Security Agreement), 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 may be necessary to perfect a Lien lien on registered trademarks and patentstrademarks, trademark and patent applications and registered copyrights acquired by the Loan Parties grantors after the date hereof).

Security Documents. (ai) 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 PartiesLenders, a legal, valid and enforceable security interest in the Collateral (as defined in the Collateral Security Agreement) and the proceeds thereof thereof, in which a security interest may be perfected under the Uniform Commercial Code as in effect at the relevant time by filing of financing statements, and (iii) when the Pledged Collateral (as defined in the Collateral Agreement) is delivered to the Collateral Agent, the Lien created under Collateral the Security Agreement shall constitute is (or will be, upon the filing of appropriate financing statements and grants of security in intellectual property and the execution of appropriate control agreements) a fully perfected first 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 the offices specified on Schedule 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), in each case prior and superior in right to any other Person, other than with respect to Liens expressly permitted by Section 6.027.2, in the case of each of clauses (i) and (ii) above, to the extent required by the Security Agreement. (b) Upon the recordation Intentionally Deleted. (c) Schedule 4.19 lists completely and correctly as of the Collateral Agreement (or a short-form security agreement in form Sixth Amendment Effective Date all real property owned and substance reasonably satisfactory to leased by the Borrower and the Subsidiaries and the addresses thereof. As of the Sixth Amendment Effective Date, the Borrower and the Subsidiaries have valid leases in all the leased real property set forth on Schedule 4.19 and good and marketable title in all the owned real property set forth on Schedule 4.19. (i) The Pledge Agreement, upon execution and delivery thereof by the parties thereto, will create in favor of the Administrative Agent, for the ratable benefit of the Lenders, a legal, valid and enforceable security interest in the Pledged Collateral (as defined in the Pledge Agreement) with the United States Patent and Trademark Office and the United States Copyright Officeproceeds thereof, together with in which a security interest may be perfected under the Uniform Commercial Code as in effect at the relevant time by filing of financing statements in appropriate form filed in or obtaining control or possession, and (ii) the offices specified on Schedule 3.19(a), a Lien created under the Collateral Pledge Agreement shall constitute is (or will be, upon the filing of appropriate financing statements, the execution of appropriate control agreements and delivery of certificated securities and instruments to the Administrative Agent) a fully perfected first-priority Lien on, and security interest in, all right, title and interest of the Loan Parties Parent in the Intellectual Property (as defined in the Collateral Agreement) in which a security interest may be perfected by filing in the United States and its territories and possessionssuch Pledged Collateral, in each case prior and superior in right to any other Person (it being understood that subsequent recordings Person, other than with respect to Liens permitted by Section 7.2, in the United States Patent case of each of clauses (i) and Trademark Office and (ii) above, to the United States Copyright Office may be necessary to perfect a Lien on registered trademarks and patents, trademark and patent applications and registered copyrights acquired extent required by the Loan Parties after the date hereof)Pledge Agreement.

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 Collateral AgentLenders, 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 in appropriate form are filed in the offices specified on Schedule 3.19(a‎3.20(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 Person, other than with respect to Liens expressly permitted by Section ‎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 in appropriate form filed in the offices specified on Schedule 3.19(a‎3.20(a), 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 the Intellectual Property (as defined in the Collateral Agreement) consisting of material issued or pending United States patents, material registered or pending United States trademarks and material registered United States copyrights in which a security interest may be perfected by filing in the United States and its territories and possessions, in each case prior and superior in right to any other Person Person, other than with respect to Liens 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 trademarks and trademarks, issued patents, 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 (i) when upon the delivery of the Pledged Collateral (as defined in the Guarantee and Collateral Agreement) is delivered to the Collateral AgentTrustee, the Lien created under Guarantee and Collateral Agreement shall constitute 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) when upon financing statements in appropriate form are being filed in the offices specified on Schedule 3.19(a), 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 Person, other than with respect to Liens expressly 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 in appropriate form filed in the offices specified on Schedule 3.19(a), a 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 the Intellectual Property (as defined in the Guarantee and Collateral Agreement) in which a security interest may be perfected by such filing in the United States and its territories and possessions, in each case prior and superior in right to any other Person Person, other than with respect to Liens expressly permitted by Section 6.02 (it being understood that subsequent recordings in the United States Patent and Trademark Office and the United States Copyright Office may be necessary to perfect a Lien on registered trademarks and patents, 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 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 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 Personperson, and (ii) when financing statements in appropriate form are filed in the offices specified on Schedule 3.19(a), the Lien created under the Guarantee and Collateral Agreement will constitute a fully perfected Lien on, and security interest in, all right, title and interest of the 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 Personperson, other than with respect to Liens expressly 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 in appropriate form filed in the offices specified on Schedule 3.19(a), a Lien created under the Guarantee and Collateral Agreement shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in the Intellectual Property (as defined in the Guarantee and Collateral Agreement) in which a security interest may be perfected by filing in the United States and its territories and possessions, in each case prior and superior in right to any other Person 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 trademarks and patentstrademarks, 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 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 Secured Parties, a legal, valid and enforceable security interest in the Collateral (as defined in the Collateral Pledge Agreement) and and, the proceeds thereof and (i) when the Pledged Collateral (as defined in Pledge Agreement, together with the Collateral Agreement) is delivered to the Collateral AgentAgent pursuant thereto, the Lien created under Collateral Agreement shall constitute constitutes a fully perfected first priority Lien on, and security interest in, all right, title and interest of the Loan Parties pledgors thereunder in such Pledged Collateral, in each case prior and superior in right to any other Personperson, 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, and when financing statements in appropriate form are such Mortgage is filed in the offices specified on Schedule 3.19(a3.18(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 Personperson, other than with respect to the rights of persons pursuant to Liens expressly permitted by Section 6.026.02 and as provided in the 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 Collateral referred to therein, except as provided in the Centre Intercreditor Agreement and except as priority may be affected by Liens expressly permitted by Section 6.02 and except for Collateral released in accordance with all applicable provisions of this Amended Agreement and the Administrative Agent) with Collateral Documents. No filings or recordings are required in order to perfect the United States Patent and Trademark Office and the United States Copyright Office, together with the financing statements in appropriate form filed in the offices specified on Schedule 3.19(a), a 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 Security Agreement and upon receipt by the Agent of acknowledgement copies of each Notice of Assignment, substantially in the Intellectual Property form of Exhibit D 2 to the Security Agreement, as required under the 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) in which shall have assigned to the Agent all moneys due or 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 General Services Administration) with a security interest may be perfected total current or potential value exceeding $100,000 and entered into by filing in the United States and its territories and possessions, in each case prior and superior in right to such Grantor with 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 on registered trademarks and patents, trademark and patent applications and registered copyrights acquired by the Loan Parties after the date hereof)U.S. Federal Governmental Authority.

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) and the proceeds thereof and "Collateral" described therein. (i) when the Pledged Collateral (as defined When proper financing statements have been filed in the Collateral Agreement) is delivered to offices in the Collateral Agentjurisdictions listed in Schedule 4.16, the Lien security interest created under Collateral by the Security Agreement shall constitute a fully perfected first priority Lien on, and security interest in, all right, title and interest of the Loan Parties Borrower in the "Collateral" described therein, which can be perfected by such Pledged Collateral, in each case prior and superior in right to any other Person, and filing. (ii) when financing statements in appropriate form are filed When certificates representing the Pledged Stock (as defined in the offices specified on Schedule 3.19(a)Pledge Agreement) are delivered to the Lender, together with stock powers endorsed in blank by a duly authorized officer of the pledgors thereof, the Lien security interest created under by the Collateral Pledge Agreement will shall constitute a fully perfected first Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral (other than Intellectual Property, as defined pledgors parties thereto in the Collateral Agreement"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 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 and to, and perfected collateral assignments of, all personalty (including leases) described therein, all in accordance with the terms thereof, in each case prior and superior in right subject only to any other Person, other than Liens permitted with respect to Liens expressly permitted by thereto under Section 6.027. (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 in appropriate form filed in the offices specified on Schedule 3.19(a), 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 the Intellectual Property (as defined in the Collateral Agreement) in which a security interest may be perfected by filing in the United States and its territories and possessions, in each case prior and superior in right to any other Person (it being understood that subsequent recordings in the United States Patent and Trademark Office and the United States Copyright Office may be necessary to perfect a Lien on registered trademarks and patents, 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 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 proceeds thereof and (i) and, when the Pledged such Collateral (as defined in the Collateral Agreement) is delivered to the Collateral AgentAgent and for so long as the Collateral Agent remains in possession of such Collateral, the Lien security interest created under Collateral by the Pledge Agreement shall constitute a fully perfected first priority Lien on, and security interest in, in all right, title and interest of the Loan Parties pledgor thereunder in such Pledged 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 (iias defined in the Security Agreement) and, when financing statements in appropriate form are filed in the offices specified on Schedule 3.19(a)6 to the 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 Person, other than with respect to Liens expressly permitted 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 referred to in appropriate form filed in Section 3.17(b) above are appropriately filed, the offices specified on Schedule 3.19(a), a 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 the Intellectual Property (as defined in the Collateral Security Agreement) in which a security interest may be perfected by filing filing, recording or registering a security agreement, financing statement or analogous document in the United States Patent and its territories and possessionsTrademark 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 lien on registered trademarks and patentstrademarks, trademark and patent applications and registered 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 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, with respect to all Collateral previously delivered to and the proceeds thereof and (i) when the Pledged Collateral (as defined in the Collateral Agreement) is delivered to possession of the Collateral Agent, constitutes, or in the Lien created under case of Collateral Agreement shall 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 pledgors thereunder in such Pledged Collateral, in each case prior and superior in right to any other Personperson. (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 (iias defined in the Security Agreement) when and, together with the financing statements in appropriate form are previously filed in the offices specified on Schedule 3.19(a3.19(b), the Lien created under the Collateral Agreement will constitute constitutes 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, as defined in the Collateral Security Agreement), in each case prior and superior in right to any other Personperson, other than with respect to Liens expressly permitted by Section 6.02. (bc) Upon the recordation of the Collateral The Security 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 in appropriate form filed in the offices specified on Schedule 3.19(a), a Lien created under the Collateral Agreement shall constitute Office constitutes a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties grantors thereunder in the Intellectual Property (as defined in the Collateral Security Agreement) in which a security interest may be perfected by filing in the United States and its territories and possessions), in each case prior and superior in right to any other Person 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 trademarks and patentstrademarks, trademark and patent applications and registered 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 the proceeds thereof and (i) and, when the Pledged such Collateral (as defined in the Collateral Agreement) is delivered to the Collateral AgentAgent and for so long as the Collateral Agent remains in possession of such Collateral, the Lien security interest created under Collateral by the Pledge Agreement shall constitute a fully perfected first priority Lien on, and security interest in, in all right, title and interest of the Loan Parties pledgor thereunder in such Pledged 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 (iias defined in the Security Agreement) and, when financing statements in appropriate form are filed in the offices specified on Schedule 3.19(a)6 to the 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 Person, other than with respect to Liens expressly permitted 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 referred to in appropriate form filed in Section 3.17(b) above are appropriately filed, the offices specified on Schedule 3.19(a), a 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 the Intellectual Property (as defined in the Collateral Security Agreement) in which a security interest may be perfected by filing filing, recording or registering a security agreement, financing statement or analogous document in the United States Patent and its territories and possessionsTrademark 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 lien on registered trademarks and patentstrademarks, trademark and patent applications and registered 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 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 Collateral Equity Interests (as defined in the Guarantee and Collateral AgreementAgreement and to the extent a certificate represents such interests) is 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 Group Member in such Pledged CollateralEquity Interests, in each case prior and superior in right to any other PersonPerson (subject to non-consensual Liens permitted under Section 8.3 imposed by any Requirement of Law), and (ii) when financing statements in appropriate form are filed in the offices specified on Schedule 3.19(a5.19(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 Person, in each case, other than with respect to Liens expressly permitted by Section 6.028.3. (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 in appropriate form filed in the offices specified on Schedule 3.19(a5.19(a), 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 Collateral consisting of the Intellectual Property (as defined in the Collateral Agreement) in which a security interest may be perfected by filing in the United States and its territories and possessionsStates, in each case prior and superior in right to any other Person (other than with respect to Liens 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 and or United States registered copyrights acquired or 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 Collateral Equity Interests (as defined in the Collateral Pledge and Security Agreement) is are delivered to the Collateral AgentAgent (together with blank endorsements), the Lien created under Collateral the 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 such Pledged Collateral, Equity Interests in each case prior and superior in right to any adverse claim of any other PersonPerson (other than Liens of the type described in Section 6.02), and (ii) when financing statements in appropriate form are filed in the offices specified on Schedule 3.19(a)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 Person, other than with respect to Liens expressly 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 in appropriate form filed in the offices specified on Schedule 3.19(a)5.4 thereto, a 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 the Recorded Intellectual Property (as defined in the Collateral Pledge and Security Agreement) in which a security interest may be perfected by filing in the United States and its territories and possessions, in each case prior and superior in right to any other Person (it being understood that subsequent recordings in the United States Patent and Trademark Office and the United States Copyright Office may be necessary to perfect a Lien on registered trademarks and patents, 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 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 thereto in such Pledged Collateral, in each case prior and superior in right to any other Personperson, and (ii) when financing statements in appropriate form are filed in the offices specified on Schedule 3.19(a), the Lien created under the Guarantee and Collateral Agreement will constitute a fully perfected Lien on, and security interest in, all right, title and interest of the 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 Personperson, other than with respect to Liens expressly 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 in appropriate form filed in the offices specified on Schedule 3.19(a), a Lien the 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 grantors thereunder in the Intellectual Property (as defined in the Guarantee and Collateral Agreement) in which a security interest may be perfected by filing in the United States and its territories and possessions, in each case prior and superior in right to any other Person 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 trademarks and patentstrademarks, trademark and patent applications and registered 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 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) when in the case of the Pledged Collateral, upon the earlier of (A) when such Pledged Collateral (as defined in the Collateral Agreement) is delivered to the Collateral Agent, Agent and (B) when financing statements in appropriate form are filed in 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, offices specified on Schedule 3.19(a) and (ii) in the case of all other Collateral described therein in which a security interest can be created under Article 8 or 9 of the UCC (other than Intellectual Property Collateral), when financing statements in appropriate form are filed in the offices specified on Schedule 3.19(a), the Lien created under the Collateral Agreement will constitute a fully perfected Lien on, Guarantee 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 with respect to Liens expressly 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 in appropriate form filed in the offices specified on Schedule 3.19(a), 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 Secured Parties in such Collateral in which a security interest can be created under Article 8 or 9 of the UCC and proceeds thereof, as security for the Obligations, in each case prior and superior to the rights of any other person (except, in the case of all Collateral other than Pledged Collateral, with respect to Liens expressly permitted by Section 6.02 and, in the case of Pledged Collateral, with respect to any Liens expressly permitted by clauses (b) or (d) of Section 6.02). (b) Each Intellectual Property Security Agreement is effective to create in favor of the Collateral Agent, for the ratable benefit of the Secured Parties, a legal, valid, binding and enforceable security interest in the Intellectual Property (as defined Collateral described therein and proceeds thereof. When each Intellectual Property Security Agreement is filed in the United States Patent and Trademark Office and the United States Copyright Office, respectively, together with financing statements in appropriate form filed in the offices specified in Schedule 3.19(a), such Intellectual Property Security Agreement shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the grantors thereunder in the Intellectual Property Collateral Agreement) in which a security interest may be perfected by filing in the United States and its territories and possessionsproceeds thereof, as security for the Obligations, in each case prior and superior in right to any other Person person (except 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 the United States Copyright Office may be necessary to perfect a Lien lien on registered trademarks and patentstrademarks, trademark and patent applications and registered 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 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 extent that a fully perfected first priority Lien on, and security interest in, all right, title and interest of the Loan Parties can be created in such Pledged Collateralproperty under the Uniform Commercial Code, in each case prior and superior in right to any other Personand, and (ii) when financing statements in appropriate form are filed in the offices specified on Schedule 3.19(a)6 to the 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 with respect to Liens expressly 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 in appropriate form filed in the offices specified on Schedule 3.19(a), a 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 such Collateral (other than as expressly permitted in the Intellectual Property (as defined in the Collateral Security Agreement) in which to the extent that a security interest may be perfected by filing in under the United States and its territories and possessionsUniform Commercial Code, in each case prior and superior in right to any other Person person, other than with respect to Liens expressly permitted by Section 6.02. (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 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 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 trademarks and patentstrademarks, trademark and patent applications and registered 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 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) to be perfected by possession is delivered to the Collateral Agent, the Lien created under the Guarantee and Collateral Agreement shall constitute a fully perfected first priority Lien on, 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 Personperson, and (ii) when financing statements in appropriate form are filed in in, and required filing fees paid to, the offices specified on Schedule 3.19(a)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 Personperson, other than with respect to Liens expressly 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 in appropriate form filed in the offices specified on Schedule 3.19(a)3.31, 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 the Intellectual Property (as defined in the Collateral Agreement) in which a security interest may be perfected by filing in the United States and its territories and possessions, in each case prior and superior in right to any other Person 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 trademarks and patents, 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 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) and the proceeds thereof and ). When (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 financing statements or other filings specified on Schedule 5 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 Perfection Certificate in appropriate form are filed in the offices specified on Schedule 3.19(a)6 of the Perfection Certificate with respect to such Collateral and (ii) if applicable, certificates representing such Collateral are delivered to the Lien created under Collateral Agent, 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 with respect to Persons holding Liens expressly permitted 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 referred to in appropriate form filed in the offices specified on Schedule 3.19(a)paragraph (a) above, a 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 grantors in the Intellectual Property (as defined in the Collateral Agreement) in which a security interest Agreement and to the extent that such filing or possession by the Collateral Agent may be perfected by filing in the United States and its territories and possessionsperfect such interest), in each case prior and superior in right to any other Person other than Persons holding Liens 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 trademarks and patents, 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 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 Collateral AgreementPledge Agreements) and the proceeds thereof and (i) and, when the Pledged Collateral (as defined in the Collateral Agreement) is delivered to the Collateral Agent, the Lien created under Collateral Agreement 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 Pledged Collateral, in each case prior and superior in right to any other Personperson. (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 (iias defined in the Security Agreement) and, when financing statements in appropriate form are filed in the offices specified on Schedule 3.19(a)6 to the 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 with respect to Liens expressly 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 in appropriate form filed in the offices specified on Schedule 3.19(a), a 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 such Collateral (other than the Intellectual Property (Property, as defined in the Collateral Security Agreement) in which a security interest may be perfected by filing in the United States and its territories and possessions), in each case prior and superior in right to any other Person person, other than with respect to Liens expressly permitted by Section 6.02. (it being understood that subsequent recordings c) [Reserved]. (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 applicable Loan Party's right, title and interest in and to the Mortgaged Property thereunder and the proceeds thereof, and when the Mortgages are filed 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 trademarks and patents, trademark and patent applications and registered copyrights acquired by the Loan Parties after the date hereof).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 the Pledged Collateral (as defined in the Collateral Agreement) is delivered to the First Lien Collateral Agent, the Lien created under Collateral Agreement such Security Document shall constitute a fully perfected first second 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 Personperson 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 Collateral Pledge and Security Agreement will constitute a fully perfected second priority 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 Pledge and Security Agreement), in each case prior and superior in right to any other Personperson, other than with respect to Liens expressly 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 in appropriate form filed in the offices specified on Schedule 3.19(a), a 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 Borrower in the Intellectual Property (as defined in the Collateral Pledge and Security Agreement) in which a security interest may be perfected by filing in the United States and its territories and possessions, in each case prior and superior in right to any other Person 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 trademarks and patents, 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 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) is 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 in appropriate form are filed in the offices specified on Schedule 3.19(a), the Lien created under the Guarantee and Collateral Agreement will constitute a fully perfected Lien on, and security interest in, all right, title and interest of the 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 with respect to Liens expressly 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 in appropriate form filed in the offices specified on Schedule 3.19(a), 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 the Intellectual Property (as defined in the Guarantee and Collateral Agreement) in which a security interest may be perfected by filing in the United States and its territories and possessions, in each case prior and superior in right to any other Person 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 the United States Copyright Office may be necessary to perfect a Lien on registered trademarks and patents, trademark and patent applications and registered copyrights acquired by the Loan Parties after the 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 (as defined in to the Collateral Agreement) extent intended to be created thereby and the proceeds thereof required therein and (i) when upon the taking of possession or control by the Collateral Agent of the Pledged Collateral (as defined in required by the Collateral Agreement) is delivered to Agreements, the Liens created by the Collateral Agent, the Lien created under Collateral Agreement Agreements shall constitute a fully perfected first priority Lien Liens on, and security interest interests 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 Personperson, and (ii) when financing statements in appropriate form are filed in accepted by the appropriate filing offices specified on Schedule 3.19(a), the Lien created under the Collateral Agreement will Agreements shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in all Collateral in which a security interest therein may be perfected by the filing of financing statements in such Collateral (other than Intellectual Property, as defined in the Collateral Agreement)offices, in each case prior and superior in right to any other Personperson, other than with respect to Liens expressly permitted by Section 6.026.02 or the Collateral Agreements. (ba) Upon the recordation of the Collateral Agreement (or a short-form an intellectual property 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, as applicable, together with the financing statements or such other filings in appropriate form filed in the offices specified on Schedule 3.19(a), a the Lien created under each of 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 the Intellectual Property (as defined in each of the Collateral AgreementAgreements) in which a security interest may be perfected by filing in financing statements or filings with the United States Patent and its territories and possessionsTrademark Office or the United States Copyright Office, in each case prior and superior in right to any other Person person, other than with respect to Liens expressly permitted by Section 6.02 (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 trademarks and patents, 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 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 proceeds thereof and (i) and, when the Pledged such Collateral (as defined in the Collateral Agreement) is delivered to the Collateral AgentAgent and for so long as the Collateral Agent remains in possession of such Collateral, the Lien security interest created under Collateral by the Pledge Agreement shall constitute a fully perfected first priority Lien on, and security interest in, in all right, title and interest of the Loan Parties pledgor thereunder in such Pledged 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 (iias defined in the Security Agreement) and, when financing statements in appropriate form are filed in the offices specified on Schedule 3.19(a)6 to the 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 Person, other than with respect to Liens expressly permitted 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 referred to in appropriate form filed in Section 3.17(b) above are appropriately filed, the offices specified on Schedule 3.19(a), a 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 the Intellectual Property (as defined in the Collateral Security Agreement) in which a security interest may be perfected by filing filing, recording or registering a security agreement, financing statement or analogous document in the United States Patent and its territories and possessionsTrademark 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 lien on registered trademarks and patentstrademarks, trademark and patent applications and registered 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. (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 Liens on, and security interests in, the Security Agreement Collateral and, when (i) financing statements and other filings in appropriate form are filed in the jurisdictions specified in Section I(A) and Section II(E)(1) of the Perfection Certificate (as updated in accordance with the terms hereof) and (ii) upon the taking of possession or control by the Collateral Agent of the Security Agreement Collateral with respect to which a security interest may be perfected only by possession or control (which possession or control shall be given to the Collateral Agent to the extent possession or control by the Collateral Agent is required by each Security Document), the Liens created by the Security Agreement shall constitute fully perfected Liens on, and security interests in, all right, title and interest of the grantors thereunder in the Security Agreement Collateral (other than (A) the Intellectual Property constituting Collateral and (B) such Security Agreement Collateral in which a security interest cannot be perfected under the UCC as defined in effect at the relevant time in the relevant jurisdiction), in each case subject to no Liens other than Permitted Collateral AgreementLiens. (b) When (i) the Security Agreement or a short form thereof is recorded in the United States Patent and Trademark Office and the United States Copyright Office, and (ii) financing statements and other filings in appropriate form are filed in the jurisdictions specified in Schedule I(A) of the Perfection Certificate, the Liens created by the Security Agreement shall constitute fully perfected Liens on, and security interests in, all right, title and interest of the grantors thereunder in the Intellectual Property constituting Collateral, in each case subject to no Liens other than Permitted Collateral Liens, but subject, as to Intellectual Property acquired by a Loan Party subsequent to the date hereof, to the making of additional recordings in the USPTO or USCO, as applicable, and subject, as to Intellectual Property created under the laws of jurisdictions outside the United States, to the taking of actions appropriate under the laws of such jurisdiction to achieve perfection of the Liens in such Intellectual Property provided that, pursuant to Section 5.11, no such actions need to be taken by any Loan Party. (c) Each Mortgage is effective to create, in favor of the Collateral Agent, for its benefit and the benefit of the Secured Parties, legal, valid and enforceable first priority Liens on, and security interests in, all of the Loan Parties’ right, title and interest in and to the Mortgaged Properties thereunder and the proceeds thereof, subject only to Permitted Collateral Liens, and when the Mortgages are filed in the offices specified on Schedule 3.20(c) (or, in the case of any Mortgage executed and delivered after the date thereof in accordance with the provisions of Sections 5.11 and 5.12, when such Mortgage is filed in the offices specified in the local counsel opinion delivered with respect thereto in accordance with the provisions of Sections 5.11 and 5.12, the Mortgages shall constitute fully perfected Liens on, and security interests in, all right, title and interest of the Loan Parties in the Mortgaged Properties and the proceeds thereof, in each case prior and superior in right to any other person, other than Permitted Collateral Liens. (d) Each Security Document delivered pursuant to Sections 5.11 and 5.12 will, upon execution and delivery thereof, be effective to create in favor of the Collateral Agent, for the benefit of the Secured Parties, legal, valid and enforceable Liens on, and security interests in, all of the Loan Parties’ right, title and interest in and to the Collateral thereunder, and (i) when the Pledged Collateral (as defined all appropriate filings or recordings are made in the appropriate offices as may be required under applicable Legal Requirements and (ii) upon the taking of possession or control by the Collateral Agreement) is delivered Agent of such Collateral with respect to which a security interest may be perfected only by possession or control (which such possession or control shall be given to the Collateral AgentAgent to the extent required by any Security Document), the Lien Liens in favor of the Collateral Agent created under Collateral Agreement shall such Security Document will constitute a valid, enforceable and fully perfected first priority Lien Liens on, and security interest interests in, all right, title and interest of the Loan Parties in such Pledged Collateral, in each case prior and superior in right subject 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 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 (no Liens other than Intellectual Property, as defined in the Permitted Collateral Agreement), in each case prior and superior in right to any other Person, other than with respect to Liens expressly permitted by Section 6.02Liens. (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 in appropriate form filed in the offices specified on Schedule 3.19(a), 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 the Intellectual Property (as defined in the Collateral Agreement) in which a security interest may be perfected by filing in the United States and its territories and possessions, in each case prior and superior in right to any other Person (it being understood that subsequent recordings in the United States Patent and Trademark Office and the United States Copyright Office may be necessary to perfect a Lien on registered trademarks and patents, 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 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 the proceeds thereof and (i) when when, pursuant to the 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 Collateral First Lien Administrative Agent, the Lien created under the Collateral Agreement shall constitute a fully perfected first 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 PersonPerson (other than the First Lien Administrative Agent), and (ii) when financing statements in appropriate form are filed in the offices specified on Schedule 3.19(a3.18(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 Person, other than the First Lien Agent and other than with respect to Liens expressly 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 in appropriate form filed in the offices specified on Schedule 3.19(a3.18(a), 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 the Intellectual Property (as defined in the Collateral Agreement) in which a security interest may be perfected by the filing 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 its territories Trademark Office and possessionsthe United States Copyright Office, together with the financing 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 (other than the First Lien Administrative Agent and 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 the United States Copyright Office may be necessary to perfect a Lien on registered trademarks and patents, trademark and patent applications and registered copyrights acquired by the Loan Parties after the date hereofEffective 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 of (iia) when financing statements in appropriate form are filed in the offices specified on Schedule 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), in each case prior and superior in right to any other Person, other than with respect to Liens expressly 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 in appropriate form filed in the offices specified on Schedule 3.19(a), 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 the Intellectual Property (as defined in the Collateral Agreement) in which a security interest may be perfected by filing in the United States and its territories and possessions, in each case prior and superior in right to any other Person (it being understood that subsequent recordings in the United States Patent and Trademark Office and the United States Copyright Office may be necessary to perfect a Lien on registered trademarks and patents, 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 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 (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 Credit Parties in such Pledged Collateral, in each case prior and superior in right to any other Personthe Security Agreement Collateral described therein, and (ii) when financing statements in appropriate form are filed in the offices specified on Schedule 3.19(a), the Lien created under the Collateral Agreement will constitute Agent, for the benefit of the Secured Creditors, has a fully perfected Lien on, and security interest in, in all right, title and interest in all of the Loan Parties in such 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 with respect to Liens expressly 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 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 in appropriate form filed in the offices specified on Schedule 3.19(a)Security Agreement, a Lien created under the Collateral Agreement shall constitute a fully perfected Lien onwill create, and security interest in, all right, title and interest of the Loan Parties in the Intellectual Property (as defined in the Collateral Agreement) in which a security interest may be perfected by filing such filings and recordation, a perfected security interest in the United States and its territories and possessionscopyrights covered by the Security Agreement. (b) The 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 each case prior and superior the Pledge Agreement Collateral described in right 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 (it being understood that subsequent recordings or maintain the perfection or priority of) the security interests created in the United States Patent Pledge Agreement Collateral under the Pledge Agreement other than with respect to that portion of the Pledge Agreement Collateral constituting a “general intangible” under the UCC. (c) After the execution, delivery and Trademark Office recordation thereof in the appropriate filing office, each Mortgage creates, as security for the obligations purported to be secured thereby, a valid and enforceable perfected security interest in and mortgage lien on the United States Copyright Office respective Mortgaged Property in favor of the Collateral Agent (or such other trustee as may be necessary required or desired under local law) for the benefit of the Secured Creditors, superior and prior to perfect a Lien the rights of all third Persons (except that the security interest and mortgage lien created on registered trademarks such Mortgaged Property may be subject to the Permitted Encumbrances related thereto which may be superior and patents, trademark other Permitted Liens related thereto) and patent applications and registered copyrights acquired by subject to no other Liens (other than the Loan Parties after the date hereofPermitted Liens related thereto).

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 (as defined 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 Collateral Agreement) is delivered to 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 PersonPerson (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 in appropriate form are filed in the offices specified on Schedule 3.19(a3.18(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 Person, other than with respect to Liens expressly permitted by Section 6.026.02 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). (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 in appropriate form filed in the offices specified on Schedule 3.19(a3.18(a), a any Lien on any Intellectual Property (as defined in the Guarantee and Collateral 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 the Intellectual Property (as defined in the Guarantee and Collateral Agreement) covered thereby in which a security interest may be perfected by filing in the United States and its territories and possessions, in each case prior and superior in right to any other Person 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 the United States Copyright Office may be necessary to perfect a Lien on registered trademarks and patents, trademark and patent applications and registered copyrights acquired by the Loan Parties after the 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 described therein and proceeds thereof. In the Collateral Agreement) and the proceeds thereof and (i) when case of the Pledged Collateral (as defined in the Collateral Agreement) is delivered to the Collateral AgentStock, the Lien created under Collateral Pledge 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 be effective 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 Collateral Agreement will constitute 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), and in each the case prior and superior in right to any other Person, other than with respect to Liens expressly permitted by Section 6.02. (b) Upon the recordation 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 and other filings specified on Schedule 5.11 in appropriate form are filed in the offices specified on Schedule 3.19(a)5.11, a Lien created under the Collateral Security Agreement and the 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 such Collateral and the Intellectual Property 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 in effect in such filing jurisdictions), as security for the Secured Obligations (as defined in the Collateral Security Agreement or Pledge Agreement) in which a security interest may be perfected by filing in the United States and its territories and possessions, as applicable), in each case prior and superior in right to any other Person (it being understood that subsequent recordings except, in the United States Patent and Trademark Office and case of Collateral other than Pledged Stock, Permitted Liens that pursuant to applicable law are entitled to a higher priority than the United States Copyright Office may be necessary to perfect a Lien on registered trademarks and patents, trademark and patent applications and registered copyrights acquired Liens created by the Loan Parties after the date hereofSecurity Documents).”