Common use of Security Documents Clause in Contracts

Security Documents. (a) The Guarantee and Collateral Agreement is effective to create in favor of the Administrative Agent, for the benefit of the Secured Parties (as defined in the Guarantee and Collateral Agreement), a legal, valid and enforceable security interest in the Collateral described therein and proceeds thereof. In the case of the Pledged Stock as defined and described in the Guarantee and Collateral Agreement, when stock certificates representing such Pledged Stock are delivered to the Administrative Agent, and in the case of the other Collateral described in the Guarantee and Collateral Agreement as of the Restatement Effective Date, when financing statements and other filings specified on Schedule 4.17 in appropriate form are filed in the offices specified on Schedule 4.17 to the extent such filings are effective to perfect a security interest in such Collateral, the Guarantee and Collateral Agreement shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral and the proceeds thereof, as security for the Obligations (as defined in the Guarantee and Collateral Agreement) under the laws of the United States, in each case prior and superior in right to any other Person (except (i) in the case of Collateral other than Pledged Stock, Permitted Liens and (ii) in the case of Pledged Stock, statutory Liens or nonconsensual Liens); and (b) when executed, each of the Mortgage Amendments will be effective to continue in favor of the Administrative Agent, for the benefit of the Lenders, a legal, valid and enforceable Lien on the Mortgaged Properties described therein and proceeds thereof, and when the Mortgage Amendments are accepted for recording in the applicable recording offices, each such Mortgage shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in the Mortgaged Properties and the proceeds thereof, as security for the Obligations (as defined in the relevant Mortgage), in each case prior and superior in right to any other Person (except for any Permitted Lien other than Liens securing Indebtedness). Schedule 1.1F lists, as of the Restatement Effective Date, each parcel of owned real property and each leasehold interest in real property located in the United States and held by the Borrower or any of its Subsidiaries that has a value, in the reasonable opinion of the Borrower, in excess of $5,000,000.

Security Documents. (a) The Guarantee and Collateral Agreement is Agreement, together with the Reaffirmation Agreement, are effective to create in favor of the Administrative Agent, for the benefit of the Secured Parties (as defined in the Guarantee and Collateral Agreement)Parties, a legal, valid and enforceable security interest in the Collateral described therein and proceeds thereoftherein. In the case of the Pledged Stock as defined and described in the Guarantee and Collateral AgreementStock, when stock certificates representing such Pledged Stock are have been delivered to the Administrative AgentAgent (together with a properly completed and signed stock power or endorsement), and in the case of the other Collateral described in the Guarantee and Collateral Agreement as of the Restatement Effective DateAgreement, when financing statements and other filings specified on Schedule 4.17 in appropriate form are have been filed in the offices specified on Schedule 4.17 4.19(a) as of the Restatement Closing Date and such other filings as are specified on Schedule 2 to the extent such filings are effective to perfect a security interest in such Collateral, the Guarantee and Collateral Agreement shall have been completed and the Liens created under the Guarantee and Collateral Agreement and the Reaffirmation Agreement constitute a fully perfected Lien on, and security interest in, Liens in all right, title and interest of the Loan Parties in such Collateral and the proceeds thereofCollateral, as security for the Obligations (as defined in the Guarantee and Collateral Agreement) under the laws of the United States), in each case prior and superior in right to any other Person (except Liens permitted by Section 7.3(a), (im), (s) and (u) and, in the case of Collateral other than Pledged Stock, Permitted other Liens and (ii) in the case of Pledged Stock, statutory Liens or nonconsensual Lienspermitted by Section 7.3); and . (b) when executed, each Each of the Mortgages existing as of the date hereof, when amended by the mortgage amendment referred to in Section 6.13 (the “Mortgage Amendments Amendments”) will be effective to continue create in favor of the Administrative Agent, for the benefit of the LendersSecured Parties, a legal, valid and enforceable Lien on the Mortgaged Properties described therein and proceeds thereof, ; and when (i) the Mortgage Amendments are accepted for recording filed in the applicable offices specified on Schedule 4.19(b) (in the case of the Mortgages existing as of the Restatement Closing Date) and (ii) the Mortgages which are to be executed and delivered pursuant to Section 6.9(b) are filed in the recording officesoffice designated by the Borrower, each such Mortgage shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in the Mortgaged Properties described therein and the proceeds thereof, as security for the Obligations (as defined in the relevant Mortgage), in each case prior and superior in right to any other Person (except for any Permitted Lien other than Persons holding Liens securing Indebtedness). Schedule 1.1F lists, as of the Restatement Effective Date, each parcel of owned real property and each leasehold interest in real property located in the United States and held or other encumbrances or rights permitted by the Borrower or any of its Subsidiaries that has a value, in the reasonable opinion of the Borrower, in excess of $5,000,000relevant Mortgage).

Security Documents. (a) The Guarantee and Collateral Agreement is effective to create in favor of the Administrative Agent, Collateral Agent for the benefit of the Secured Parties (as defined in the Guarantee and Collateral Agreement)Parties, a legal, valid and enforceable security interest in the Collateral described therein of a type in which a security interest can be created under Article 9 of the UCC (including any proceeds of any such item of Collateral); provided that for purposes of this Section 4.17(a), Collateral shall be deemed to exclude any Property expressly excluded from the definition of “Collateral” as set forth in the Guarantee and proceeds thereofCollateral Agreement (the “Excluded Collateral”). In the case of (i) the Pledged Stock as defined and Securities described in the Guarantee and Collateral Agreement, Agreement (other than Excluded Capital Stock) when any stock certificates or notes, as applicable, representing such Pledged Stock Securities are delivered to the Administrative Agent, Collateral Agent and in the case of (ii) the other Collateral described in the Guarantee and Collateral Agreement as of the Restatement Effective Date(other than Excluded Collateral), when financing statements and other filings specified on Schedule 4.17 in appropriate form are filed in the offices specified on Schedule 4.17 (which financing statements have been duly completed and executed (as applicable) and delivered to the extent Collateral Agent) and such other filings as are effective specified on Schedule 3 to perfect a security interest in such Collateral, the Guarantee and Collateral Agreement are made, the Collateral Agent shall constitute have a fully perfected first priority Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral (including any proceeds of any item of Collateral) (to the extent a security interest in such Collateral can be perfected through the filing of financing statements in the offices specified on Schedule 4.17 and the proceeds thereoffilings specified on Schedule 3 to the Guarantee and Collateral Agreement, and through the delivery of the Pledged Securities required to be delivered on the Closing Date), as security for the Obligations (as defined in the Guarantee and Collateral Agreement) under the laws of the United StatesObligations, in each case prior and superior in right to the Lien of any other Person (except (i) in the case of Collateral other than Pledged StockSecurities, Permitted Liens permitted by Section 7.3 and (ii) in Liens having priority by operation of law) to the case of Pledged Stock, statutory Liens or nonconsensual Liens); extent required by the Guarantee and Collateral Agreement. (b) when executedUpon the execution and delivery of any Mortgage to be executed and delivered pursuant to Section 6.8(b), each of the such Mortgage Amendments will shall be effective to continue create in favor of the Administrative Agent, Collateral Agent for the benefit of the Lenders, Secured Parties a legal, valid and enforceable Lien on the Mortgaged Properties Property described therein and proceeds thereof, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law) and the implied covenants of good faith and fair dealing; and when the such Mortgage Amendments are accepted for recording is filed in the applicable recording officesoffice designated by the Borrower, each such Mortgage shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in the such Mortgaged Properties Property and the proceeds thereof, as security for the Obligations (as defined in the relevant Mortgage), in each case prior and superior in right to any other Person (except for any Permitted Lien other than Liens securing Indebtedness). Schedule 1.1F lists, as of the Restatement Effective Date, each parcel of owned real property and each leasehold interest in real property located in the United States and held permitted by Section 7.3 or other encumbrances or rights permitted by the Borrower or any of its Subsidiaries that has a value, in the reasonable opinion of the Borrower, in excess of $5,000,000relevant Mortgage).

Security Documents. (a) The Guarantee and Collateral Agreement is effective to Agreement, upon execution and delivery thereof by the parties thereto, will create in favor of the Administrative Collateral Agent, for the ratable benefit of the Secured Parties (as defined in the Guarantee and Collateral Agreement)Parties, a legal, valid and enforceable security interest in the Collateral described therein and proceeds thereof. In the case of the Pledged Stock (as defined and described in the Guarantee and Collateral Agreement, ) and the proceeds thereof and (i) when stock certificates representing such the Pledged Stock are delivered to the Administrative Agent, and in the case of the other Collateral described (as defined in the Guarantee and Collateral Agreement) is delivered to the collateral agent under the First Lien Guarantee and Collateral Agreement (who will hold such Pledged Collateral as bailee for perfection for the Collateral Agent), the Lien created under Guarantee and Collateral Agreement shall constitute a fully perfected first priority (subject to the Intercreditor Agreement) Lien on, and security interest in, all right, title and interest of the Restatement Effective DateLoan Parties in such Pledged Collateral, in each case prior and superior in right to any other person other than, pursuant to the terms of the Intercreditor Agreement, the First Lien Secured Parties (as defined in the Intercreditor Agreement), and (ii) when financing statements and other filings specified on Schedule 4.17 in appropriate form are filed in the offices specified on Schedule 4.17 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 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 extent such filings are effective to perfect a security interest Borrower and the Collateral Agent) with the United States Patent and Trademark Office and the United States Copyright Office, together with the financing statements in such Collateralappropriate form filed in the offices specified on Schedule 3.19(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 such Collateral and the proceeds thereof, as security for the Obligations Intellectual Property (as defined in the Guarantee and Collateral Agreement) under the laws of in which a security interest may be perfected by filing in the United StatesStates and its territories and possessions, in each case prior and superior in right to any other Person person other than, pursuant to the terms of the Intercreditor Agreement, the First Lien Secured Parties (except (i) as defined in the case of Collateral other than Pledged Stock, Permitted Liens and Intercreditor Agreement) (ii) it being understood that subsequent recordings in the case of Pledged StockUnited States Patent and Trademark Office and the United States Copyright Office may be necessary to perfect a Lien on registered trademarks and patents, statutory Liens or nonconsensual Lienstrademark and patent applications and registered copyrights acquired by the Loan Parties after the date hereof); and . (bc) when executed, each of the Mortgage Amendments will be The Mortgages are effective to continue create in favor of the Administrative Collateral Agent, for the ratable benefit of the LendersSecured Parties, a legal, valid and enforceable Lien on all of the Loan Parties’ right, title and interest in and to the Mortgaged Properties described therein Property thereunder and the proceeds thereof, and when the Mortgage Amendments Mortgages are accepted for recording filed in the applicable recording officesoffices specified on Schedule 3.19(c), each such Mortgage the Mortgages shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in the such Mortgaged Properties Property and the proceeds thereof, as security for the Obligations (as defined in the relevant Mortgage), in each case prior and superior in right to any other Person (except for any Permitted Lien person, other than with respect to the rights of persons pursuant to Liens securing Indebtedness). Schedule 1.1F lists, as of the Restatement Effective Date, each parcel of owned real property and each leasehold interest in real property located in the United States and held expressly permitted by the Borrower or any of its Subsidiaries that has a value, in the reasonable opinion of the Borrower, in excess of $5,000,000Section 6.02.

Security Documents. (ai) The Guarantee Each Security Document (other than each Mortgage), when executed and Collateral Agreement delivered, is effective to create in favor of the Administrative Agent, Collateral Trustee (for the benefit of the Secured Parties (as defined in the Guarantee and Collateral AgreementParties), a legal, valid and enforceable security interest in the Collateral described therein and proceeds thereof. In the case Collateral Trustee has been authorized (and is hereby authorized) to make all filings of the Pledged Stock as defined UCC-1 and described as-extracted collateral financing statements in the Guarantee and appropriate filing office necessary or desirable to fully perfect the Collateral AgreementTrustee’s security interest in such Collateral described therein which can be perfected by filing a UCC-1 financing statement in the appropriate filing office, when stock certificates representing such Pledged Stock are delivered to the Administrative Agent, and or in the case of the other Collateral described Gibraltar Pledge Agreement, by registering the Gibraltar Pledge Agreement at Companies House Gibraltar within 30 days following the Closing Date, and (ii) with respect to the security interest created in the Guarantee and Collateral Agreement pursuant to each Security Document (other than each Mortgage), upon such filings (or, with respect to possessory Collateral, upon the taking of possession by the Collateral Trustee (or by the ABL Agent as of bailee for the Restatement Effective Date, when financing statements and other filings specified on Schedule 4.17 in appropriate form are filed in the offices specified on Schedule 4.17 Collateral Trustee pursuant to the extent ABL Intercreditor Agreement, if applicable) of any such filings are effective to perfect a Collateral which may be perfected by possession), such security interest in such Collateral, the Guarantee and Collateral Agreement shall interests will constitute a fully perfected Lien First Priority Liens on, and security interest interests in, all right, title and interest of the Loan Parties debtor party thereto in such the Collateral and the proceeds thereofdescribed therein that can be perfected by filing a UCC-1 or as-extracted financing statement, as security for the Obligations (as defined applicable, in the Guarantee and Collateral Agreement) under the laws of the United Statesappropriate filing office or by delivery, in each case prior and superior in right to any other Person (except (i) in the case of Collateral other than Pledged Stock, Permitted Liens and (ii) in the case of Pledged Stock, statutory Liens or nonconsensual Liens); and possessory Collateral. (b) when executed, each Each of the Mortgage Amendments Mortgages, when executed and delivered, will be effective to continue create in favor of the Administrative AgentCollateral Trustee, for the ratable benefit of the LendersSecured Parties, a legal, valid and enforceable Lien lien on the Mortgaged Properties Material Real Property described therein and proceeds thereofsuch security interests will constitute, upon such Mortgage being and when the Mortgage Amendments are accepted for recording recorded in the applicable recording appropriate filing offices, each First Priority liens on such Mortgage shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in the Mortgaged Properties and the proceeds thereof, as security for the Obligations (as defined in the relevant Mortgage), in each case prior and superior in right to any other Person (except for any Permitted Lien other than Liens securing Indebtedness). Schedule 1.1F lists, as of the Restatement Effective Date, each parcel of owned real property and each leasehold interest in real property located in the United States and held by the Borrower or any of its Subsidiaries that has a value, in the reasonable opinion of the Borrower, in excess of $5,000,000Material Real Property.

Security Documents. (a) The Guarantee and Collateral Agreement is effective to create in favor of the Administrative Agent, for the benefit of the Secured Parties (as defined in the Guarantee and Collateral Agreement)Parties, a legal, valid and enforceable security interest in the Collateral described therein and proceeds thereof. In the case of the Pledged Stock as defined and described in the Guarantee and Collateral Agreement, when stock certificates representing such Pledged Stock are delivered to the Administrative AgentAgent (together with a properly completed and signed stock power or endorsement), and in the case of the other Collateral described in the Guarantee and Collateral Agreement as of the Restatement Effective DateAgreement, when financing statements and other filings specified on Schedule 4.17 4.20(a) in appropriate form are filed in the offices specified on Schedule 4.17 4.20(a) together with payment of any filing or recordation fees, or, with respect to after-acquired property, when the extent such filings are effective to perfect a security interest requirements set forth in such CollateralSection 5.9 have been complied with, the Guarantee and Collateral Agreement Administrative Agent shall constitute have a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral (except for registration of and application for Intellectual Property filed outside the proceeds thereofUnited States) to the extent such Lien can be perfected by the filing of financing statements under the applicable UCC, as security for the Obligations (as defined in the Guarantee and Collateral Agreement) under the laws of the United States), in each case prior and superior in right to any other Person (except (ix) in the case of Collateral other than Pledged Stock, Permitted Liens permitted by Section 7.2 and (iiy) in the case of Collateral constituting Pledged Stock, statutory inchoate Liens or nonconsensual Liensarising by operation of law); , in each case, to the extent required by the Guarantee and Collateral Agreement. (b) when executedTo the extent applicable, each of the Mortgage Amendments will be Mortgages, if any, entered into pursuant to Section 5.9(d) is effective to continue create in favor of the Administrative Agent, for the benefit of the LendersSecured Parties, a legal, valid and enforceable Lien on the Mortgaged Properties property described therein and proceeds thereoftherein, and when the Mortgage Amendments Mortgages are accepted for recording filed in the applicable recording appropriate offices, each such Mortgage shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in the Mortgaged Properties and the proceeds thereofsubject property, as security for the Obligations (as defined in the relevant Mortgage), in each case prior and superior in right to any other Person (except for any Permitted Lien other than Liens securing Indebtednesspermitted by Section 7.2). Schedule 1.1F lists, as of the Restatement Effective Date, each parcel of owned real property and each leasehold interest in real property located in the United States and held by the Borrower or any of its Subsidiaries that has a value, in the reasonable opinion of the Borrower, in excess of $5,000,000.

Security Documents. (a) The Guarantee and Collateral Security Agreement is effective to create in favor of the Administrative Agent, Agent for the benefit of the Secured Parties (as defined in the Guarantee and Collateral Agreement)Parties, a legal, valid and enforceable first priority security interest in the Collateral described therein and (including any proceeds thereofof any item of Collateral). In the case of (i) the Pledged Stock as defined and pledged securities described in the Guarantee and Collateral Security Agreement, when stock any certificates or notes, as applicable, representing such Pledged Stock pledged securities are delivered to the Administrative Agent, Agent and in the case of (ii) the other Collateral described in the Guarantee and Collateral Agreement as of the Restatement Effective DateSecurity Agreement, when financing statements and other filings specified on Schedule 4.17 in appropriate form are filed in the offices specified on Schedule 4.17 (which financing statements have been duly completed and executed (as applicable) and delivered to the extent such filings are effective to perfect a security interest in such CollateralAdministrative Agent), the Guarantee and Collateral Agreement Administrative Agent shall constitute have a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties Obligors in such Collateral (including any proceeds of any item of Collateral) (to the extent a security interest in such Collateral can be perfected through the filing of financing statements in the offices specified on Schedule 4.17 and through the proceeds thereofdelivery of such pledged securities), as security for the Obligations (as defined in the Guarantee and Collateral Agreement) under the laws of the United StatesObligations, in each case prior and superior in right to any other Person Person, other than with respect to Liens permitted under Section 7.02. (except b) Each Mortgage (i) in existing on the case of Collateral other than Pledged Stock, Permitted Liens Fifth Restatement Effective Date is and (ii) in executed and delivered by each Obligor on or after the case of Pledged Stock, statutory Liens or nonconsensual Liens); and Fifth Restatement Effective Date pursuant to clause (bd) when executed, each of the Mortgage Amendments will be Collateral and Guarantee Requirement and Section 6.11 shall be, effective to continue create in favor of the Administrative Agent, Agent (for the benefit of the Lenders, Secured Parties) a legal, valid and enforceable Lien security interest on all of such Obligors’ right, title and interest in and to the Mortgaged Properties described therein Property thereunder and the proceeds thereof, and when the Mortgage Amendments are accepted for recording in the applicable recording officescase of any Mortgage executed and delivered on or after the Fifth Restatement Effective Date pursuant to clause (d) of the Collateral and Guarantee Requirement and Section 6.11, each when such Mortgage is filed or recorded in the proper real estate filing or recording office, the Administrative Agent (for the benefit of the Secured Parties) shall constitute have a fully perfected first priority Lien on, and security interest in, all right, title and interest of such Obligor in such Mortgaged Property and, to the Loan Parties in extent applicable, subject to Section 9-315 of the Mortgaged Properties and UCC, the proceeds thereof, as security for the Obligations (as defined in the relevant Mortgage), in each case prior and superior in right to any other Person (except for any Permitted Lien Person, other than with respect to Liens securing Indebtedness). Schedule 1.1F lists, as of the Restatement Effective Date, each parcel of owned real property and each leasehold interest in real property located in the United States and held by the Borrower or any of its Subsidiaries that has a value, in the reasonable opinion of the Borrower, in excess of $5,000,000permitted under Section 7.02.

Security Documents. (a) The As of the Closing Date, the provisions of the Escrow Agreement create a legal, valid and perfected security interest and Lien on the Escrow Property in favor of the Collateral Agent for the benefit of the Secured Parties over all other Liens on the Escrow Property, and the Guarantee and Collateral Agreement and each other Security Document is effective to create in favor of the Administrative Collateral Agent, for the benefit of the Secured Parties (as defined in the Guarantee and Collateral Agreement)Parties, a legal, valid and enforceable security interest in the Collateral described therein and proceeds thereofthereof (to the extent a security interest can be created therein under the Uniform Commercial Code). In the case of the Pledged Stock as defined and Equity Interests described in the Guarantee and Collateral Agreement, when stock or interest certificates representing such Pledged Stock Equity Interests (along with properly completed stock or interest powers endorsing the Pledged Equity Interest and executed by the owner of such shares or interests are delivered to the Administrative Collateral Agent), and in the case of the other Collateral described in the Guarantee and Collateral Agreement as of the Restatement Effective Dateor any other Security Document (other than Deposit Accounts), when financing statements and other filings specified on Schedule 4.17 5.19(a) of the Disclosure Letter in appropriate form are filed in the offices specified on Schedule 4.17 to 5.19(a) of the extent such filings are effective to perfect a security interest in such CollateralDisclosure Letter, the Guarantee and Collateral Agreement Agent, for the benefit of the Secured Parties, shall constitute have a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral and the proceeds thereof, as security for the Obligations (as defined in the Guarantee and Collateral Agreement) under the laws of the United StatesObligations, in each case prior and superior in right to any other Person (except Liens permitted by Section 8.3 (iother than Liens permitted by clauses (p), (ee) and (jj) of Section 8.3)), subject, however, in the case of Collateral other than any Pledged Stock, Permitted Liens and (ii) in the case Equity Interests of Pledged Stock, statutory Liens or nonconsensual Liens); and Foreign Subsidiaries to any additional requirements under foreign law. (b) when executedSubject on the Acquisition Effective Date to the Funds Certain Provisions, the Guarantee and Collateral Agreement and each of other Security Document (in each case upon giving effect to any joinders thereto on the Mortgage Amendments will be Acquisition Effective Date) is effective to continue create in favor of the Administrative Collateral Agent, for the benefit of the LendersSecured Parties, a legalvalid security interest in the Collateral described therein and proceeds thereof (to the extent a security interest can be created therein under the Uniform Commercial Code). In the case of the Pledged Equity Interests described in the Guarantee and Collateral Agreement (upon giving effect to any joinders thereto on the Acquisition Effective Date), when stock or interest certificates representing such Pledged Equity Interests (along with properly completed stock or interest powers endorsing the Pledged Equity Interest and executed by the owner of such shares or interests are delivered to the Collateral Agent), and in the case of the other Collateral described in the Guarantee and Collateral Agreement or any other Security Document (other than Deposit Accounts) (in each case upon giving effect to any joinders thereto on the Acquisition Effective Date), when financing statements and other filings specified on Schedule 5.19(b) of the Disclosure Letter in appropriate form are filed in the offices specified on Schedule 5.19(b) of the Disclosure Letter, the Collateral Agent, for the benefit of the Secured Parties, shall have a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral and the proceeds thereof, as security for the Obligations, in each case prior and superior in right to any other Person (except Liens permitted by Section 8.3 (other than Liens permitted by clauses (p), (ee) and (jj) of Section 8.3)), subject, however, in the case of any Pledged Equity Interests of Foreign Subsidiaries to any additional requirements under foreign law. (c) Schedule 5.19(c) of the Disclosure Letter lists, as of the Closing Date, each parcel of (i) owned real property that has a value, in the reasonable opinion of the Borrower, in excess of $10,000,000 and (ii) leasehold interests material to the business of the Borrower, the other Loan Parties or the Acquired Business, in each case, located in the United States and held by the Borrower or any of the other Loan Parties on the Closing Date. Upon delivery in accordance with Section 7.9(b), each of the Mortgages with respect to the Properties listed on Schedule 5.19(c) is effective to create in favor of the Collateral Agent, for the benefit of the Secured Parties, a valid and enforceable Lien on the Mortgaged Properties described therein and proceeds thereof, and when the Mortgage Amendments Mortgages are accepted for recording filed in the applicable recording officesoffices specified therein, each such Mortgage shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in the Mortgaged Properties and the proceeds thereof, as security for the Obligations (as defined in the relevant Mortgage), in each case prior and superior in right to any other Person (except for any Permitted Lien Liens permitted by Section 8.3 (other than Liens securing Indebtednesspermitted by clauses (p). , (ee) and (jj) of Section 8.3)). (d) Schedule 1.1F 5.19(d) of the Disclosure Letter lists, as of the Restatement Acquisition Effective Date, each parcel of (i) owned real property and each leasehold interest in real property located in the United States and held by the Borrower or any of its Subsidiaries that has a value, in the reasonable opinion of the Borrower, in excess of $5,000,00010,000,000 and (ii) leasehold interests material to the business of the Borrower, the other Loan Parties or the Acquired Business, in each case, located in the United States and held by the Acquired Business. Upon delivery in accordance with Section 7.9(b), each of the Mortgages with respect to the Properties listed on Schedule 5.19(d) is effective to create in favor of the Collateral Agent, for the benefit of the Secured Parties, a valid Lien on the Mortgaged Properties described therein and proceeds thereof, and when the Mortgages are filed in the offices specified therein, each such Mortgage shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in the Mortgaged Properties and the proceeds thereof, as security for the Obligations (as defined in the relevant Mortgage), in each case prior and superior in right to any other Person (except Liens permitted by Section 8.3 (other than Liens permitted by clauses (p), (ee) and (jj) of Section 8.3)).

Security Documents. (a) The Guarantee and Collateral provisions of this Agreement is are effective to create create, in favor of the Administrative Agent, Agent for the benefit of the Secured Parties (as defined in the Guarantee and Collateral Agreement)Parties, a legal, valid and enforceable Lien on, and security interest in in, all of the Collateral described therein and proceeds thereof. In the case of the Pledged Stock as defined and described in the Guarantee and Collateral Agreement, when stock certificates representing such Pledged Stock are delivered to the Administrative Agentherein, and in the case of the other Collateral described in the Guarantee and Collateral Agreement as of the Restatement Effective Date, (i) when financing statements and other filings specified on Schedule 4.17 in appropriate form are filed in the offices specified set forth on Schedule 4.17 9.1.25(a) and (ii) upon the taking of possession or control by Administrative Agent (or by the Term Loan Agent subject to the terms of the Intercreditor Agreement) of the Collateral with respect to which a security interest may be perfected only by possession or control (which possession or control shall be given to Administrative Agent (or the Term Loan Agent subject to the terms of the Intercreditor Agreement) to the extent such filings are effective to perfect a security interest in such Collateralpossession or control by Administrative Agent is required by this Agreement), the Guarantee and Collateral Liens created by this Agreement shall constitute a fully perfected Lien first priority (or, subject to the Intercreditor Agreement, second priority) Liens on, and security interest interests in, all right, title and interest of the Loan Parties Obligors in the Collateral covered thereby (other than such Collateral in which a security interest cannot be perfected under the Uniform Commercial Code as in effect at the relevant time in the relevant jurisdiction), in each case free of all Liens other than Permitted Liens, and prior and superior to all other Liens other than such Liens and, subject to the terms of the Intercreditor Agreement, the Liens in favor of the Term Loan Agent. (b) If and when executed and delivered, each Mortgage will be effective to create, in favor of Administrative Agent (or such other trustee as may be required or desired under local law) for the benefit of the Secured Parties, legal, valid and enforceable Liens on, and security interests in, all of the Mortgaged Property and the proceeds thereof, as security for subject only to Permitted Liens, and when any Mortgage is executed and delivered after the Obligations (as defined date hereof in accordance with the provisions of Section 7.3.1 and filed in the Guarantee appropriate offices), the Mortgages shall constitute fully perfected first priority (or, subject to the Intercreditor Agreement, second priority) Liens on, and Collateral Agreement) under the laws security interests in, all right, title and interest of the United StatesObligors in the Real Estate subject to such Mortgage and the proceeds thereof, in each case prior and superior in right to any other Person (except (i) in the case of Collateral person, other than Pledged StockLiens permitted by such Mortgage and, Permitted Liens and (ii) in subject to the case of Pledged Stock, statutory Liens or nonconsensual Liens); and (b) when executed, each terms of the Mortgage Amendments will be effective to continue Intercreditor Agreement, the Liens in favor of the Term Loan Agent. (c) Each Security Document delivered pursuant to Section 7.4, Section 7.6 or Section 10.1.13, upon execution and delivery thereof, is effective to create in favor of Administrative Agent, for the benefit of the LendersSecured Parties, a legal, valid and enforceable Lien on the Mortgaged Properties described therein and proceeds thereof, and when the Mortgage Amendments are accepted for recording in the applicable recording offices, each such Mortgage shall constitute a fully perfected Lien Liens on, and security interest interests in, all of the Collateral thereunder, and when all appropriate filings or recordings are made in the appropriate offices as may be required under Applicable Law or possession or control is conferred to Administrative Agent, such Security Document will constitute fully perfected first priority (or, subject to the Intercreditor Agreement, second priority) Liens on, and security interests in, all right, title and interest of the Loan Parties Obligors in the Mortgaged Properties and the proceeds thereof, as security for the Obligations (as defined in the relevant Mortgage)such Collateral, in each case prior and superior in right to any with no other Person (Liens except for any Permitted Lien other than Liens securing Indebtedness). Schedule 1.1F lists, as of the Restatement Effective Date, each parcel of owned real property and each leasehold interest in real property located in the United States and held by the Borrower or any of its Subsidiaries that has a value, in the reasonable opinion of the Borrower, in excess of $5,000,000Liens.

Security Documents. (a) The Guarantee and Collateral Security Agreement is effective to create in favor of the Administrative Agent, Agent for the benefit of the Secured Parties (as defined in the Guarantee and Collateral Agreement)Parties, a legal, valid and enforceable first priority security interest in the Collateral described therein and (including any proceeds thereofof any item of Collateral). In the case of (i) the Pledged Stock as defined and pledged securities described in the Guarantee and Collateral Security Agreement, when stock any certificates or notes, as applicable, representing such Pledged Stock pledged securities are delivered to the Administrative Agent, Agent and in the case of (ii) the other Collateral described in the Guarantee and Collateral Agreement as of the Restatement Effective DateSecurity Agreement, when financing statements and other filings specified on Schedule 4.17 in appropriate form are filed in the offices specified on Schedule 4.17 (which financing statements have been duly completed and executed (as applicable) and delivered to the extent such filings are effective to perfect a security interest in such CollateralAdministrative Agent), the Guarantee and Collateral Agreement Administrative Agent shall constitute have a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties Obligors in such Collateral (including any proceeds of any item of Collateral) (to the extent a security interest in such Collateral can be perfected through the filing of financing statements in the offices specified on Schedule 4.17 and through the proceeds thereofdelivery of such pledged securities), as security for the Obligations (as defined in the Guarantee and Collateral Agreement) under the laws of the United StatesObligations, in each case prior and superior in right to any other Person (except (i) in the case of Collateral Person, other than Pledged Stock, Permitted with respect to Liens and (ii) in the case of Pledged Stock, statutory Liens or nonconsensual Liens); and permitted under Section 7.02. (b) when executed, Each Mortgage executed and delivered by each Obligor on or after the Fourth Restatement Effective Date pursuant to clause (d) of the Mortgage Amendments will Collateral and Guarantee Requirement and Section 6.11 shall be effective to continue create in favor of the Administrative Agent, Agent (for the benefit of the Lenders, Secured Parties) a legal, valid and enforceable Lien security interest on all of such Obligors’ right, title and interest in and to the Mortgaged Properties described therein Property thereunder and the proceeds thereof, and when the such Mortgage Amendments are accepted for recording is filed or recorded in the applicable proper real estate filing or recording officesoffice, each such Mortgage the Administrative Agent (for the benefit of the Secured Parties) shall constitute have a fully perfected first priority Lien on, and security interest in, all right, title and interest of such Obligor in such Mortgaged Property and, to the Loan Parties in extent applicable, subject to Section 9-315 of the Mortgaged Properties and UCC, the proceeds thereof, as security for the Obligations (as defined in the relevant Mortgage), in each case prior and superior in right to any other Person (except for any Permitted Lien Person, other than with respect to Liens securing Indebtedness). Schedule 1.1F lists, as of the Restatement Effective Date, each parcel of owned real property and each leasehold interest in real property located in the United States and held by the Borrower or any of its Subsidiaries that has a value, in the reasonable opinion of the Borrower, in excess of $5,000,000permitted under Section 7.02.

Security Documents. (a) The Guarantee and Collateral Agreement is effective to create in favor of the Administrative Collateral Agent, for the benefit of the Secured Parties (as defined in the Guarantee and Collateral Agreement)Parties, a legal, valid and enforceable security interest in the Collateral described therein and the proceeds thereof. In the case of (i) the Pledged Stock as defined and described in the Guarantee and Collateral AgreementStock, when stock certificates representing such Pledged Stock are delivered to the Administrative AgentCollateral Agent together with stock powers duly endorsed in blank, (ii) security interests in the Investment Accounts that can be perfected by control, when the Account Control Agreements and the Depositary Agreement have been duly executed and delivered by the parties thereto, and (iii) security interests in the case of the other Collateral described in the Guarantee and Collateral Agreement as that can be perfected by the filing of financing statements under the Restatement Effective DateUniform Commercial Code, when financing statements and other filings specified on Schedule 4.17 4.22(a) in appropriate form are filed in the offices specified on Schedule 4.17 to 4.22(a), the extent such filings are effective to perfect a security interest in such Collateral, Liens granted under the Guarantee and Collateral Agreement shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of Holdings and the Loan Parties in such Collateral and the proceeds thereof, as security for the Guaranteed Obligations (as defined in the Guarantee and Collateral Agreement) under the laws of the United States, in each case prior and superior in right to any other Person (except (i) in the case of Collateral other than Pledged Stock, Permitted Liens and (ii) in the case of Pledged Stock, statutory Liens or nonconsensual Liens); and (b) when executed, each of the Mortgage Amendments will be effective to continue in favor of the Administrative Agent, for the benefit of the Lenders, a legal, valid and enforceable Lien on the Mortgaged Properties described therein and proceeds thereof, and when the Mortgage Amendments are accepted for recording in the applicable recording offices, each such Mortgage shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in the Mortgaged Properties and the proceeds thereof, as security for the Obligations (as defined in the relevant Mortgage), in each case prior and superior in right to any other Person except (except for any Permitted Lien A) in the case of Collateral other than Pledged Stock, Permitted Liens, or (B) in the case of any Pledged Stock, Liens securing Indebtedness). Schedule 1.1F lists(x) arising pursuant to the limited liability company agreements, as partnership agreements or other governing documents of the Restatement Effective DateLoan Parties or applicable securities laws, each parcel of owned real property and each leasehold interest in real property located in (y) for taxes not yet due or delinquent or (z) arising pursuant to the United States and held by the Borrower or any of its Subsidiaries that has a value, in the reasonable opinion of the Borrower, in excess of $5,000,000Security Documents.

Security Documents. (a) The Guarantee and Collateral Agreement Each Security Document (other than the Mortgage Amendments) is effective to create in favor of the Administrative Agent, Collateral Agent for the benefit of the Secured Parties (as defined in the Guarantee and Collateral Agreement)specified therein, a legal, valid and enforceable security interest and Lien in the Collateral described therein and proceeds thereof. In the case of the Pledged Stock Stock, as defined and described in the Guarantee and Collateral Agreement, when stock certificates representing such Pledged Stock are delivered to the Administrative Collateral Agent, and in the case of the other Collateral described in the Guarantee and Collateral Agreement as of the Restatement Effective DateSecurity Documents, when financing statements and other filings specified on Schedule 4.17 5.19(a) in appropriate form are filed in the offices specified on Schedule 4.17 to the extent such filings are effective to perfect a security interest in such Collateral5.19(a), the Guarantee and Collateral Agreement and the other Security Documents shall constitute create a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties party thereto in such Collateral and the proceeds thereof, as security for the Obligations (as defined in the Guarantee and Collateral Agreement) under the laws of the United Statesreferred to therein, in each case prior and superior in right to any other Person (except (i) except, in the case of Collateral other than Pledged StockStock (which may be subject to Liens for certain Statutory Prior Claims), Permitted Liens and (ii) permitted by Section 8.3). As of the Restatement Effective Date, there are no Statutory Prior Claims that encumber any Pledged Stock except for certain inchoate Canadian Statutory Prior Claims in respect of amounts not yet past due that could affect the case Capital Stock of Pledged Stock, statutory Liens or nonconsensual Liens); and the Canadian Borrower. (b) when executedEach existing Mortgage, each of as amended by the Mortgage Amendments executed and delivered after the Restatement Effective Date, will be effective to continue to create in favor of the Administrative Collateral Agent, for the benefit of the LendersSecured Parties specified therein, a legal, valid and enforceable Lien on the Mortgaged Properties described therein and proceeds thereof, and when the Mortgage Amendments are accepted for recording filed or registered in the applicable recording officesoffices specified on Schedule 5.19(b), each such existing Mortgage, as amended by the Mortgage Amendments, shall constitute continue to create a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in the Mortgaged Properties and the proceeds thereofthereof described in each of the existing Mortgages, as amended by the Mortgage Amendments, as security for the Obligations (as defined in the relevant existing Mortgage, as amended by the Mortgage Amendments), in each case prior and superior in right to any other Person (except for any Permitted Lien Person, other than Liens securing Indebtednesspermitted pursuant to clauses (a), (b), (e), (h), (i), (k) and (m) of Section 8.3 or consented to by the Collateral Agent. Schedule 1.1F 1.1 lists, as of the Restatement Effective Date, each parcel site of owned real property and each leasehold interest in real property located in the United States and ground leases held by the Borrower Cedar Fair LP or any of its Subsidiaries that has a value, in the reasonable opinion of the Borrower, in excess of $5,000,000Subsidiaries.

Security Documents. (a) The Guarantee and Collateral Agreement is effective to create in favor of the Administrative Collateral Agent, for the benefit of the Secured Parties (as defined in Lenders and the Guarantee and Collateral Agreement)Fronting Banks, a legal, valid and enforceable security interest in the Collateral described therein and proceeds thereof. In the case of the Pledged Stock as defined and described in the Guarantee and Collateral Agreement, when stock certificates (if any) representing such Pledged Stock are delivered to the Administrative Collateral Agent, and in the case of the other Collateral described in the Guarantee and Collateral Agreement as of the Restatement Effective DateAgreement, when financing statements and other filings specified on Schedule 4.17 3.18(a) in appropriate form are filed in the offices specified on Schedule 4.17 to the extent such filings are effective to perfect a security interest in such Collateral3.18(a), the Guarantee and Collateral Agreement shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral and the proceeds thereofthereof to the extent security interests can be so perfected (by delivery or filing UCC financing statements as applicable) on such Collateral, as security for the Obligations (as defined in the Guarantee and Collateral Agreement) under the laws of the United States), in each such case prior and superior in right to any other Person (except (i) except, in the case of Collateral other than Pledged Stock, other Permitted Liens and (ii) in the case of Pledged Stock, statutory Liens or nonconsensual Liens); and . (b) when executed, each Each of the Mortgages, as amended by the respective Fifth Amendment to Mortgage Amendments will (and as may be further amended thereafter), is effective to continue create in favor of the Administrative Collateral Agent, for the benefit of the LendersLenders and the Fronting Banks, a legal, valid and enforceable Lien on the Mortgaged Properties described therein and proceeds thereof, and when the Fifth Amendment to Mortgage Amendments (and any subsequent amendments thereto) are accepted for recording filed in the applicable recording officesoffices specified on Schedule 3.18(b), each such Mortgage, as amended by the respective Fifth Amendment to Mortgage (and as may be further amended thereafter), shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in the Mortgaged Properties and the proceeds thereof, as security for the Obligations (as defined in the relevant Mortgage), in each case prior and superior in right to any other Person (except for any Permitted Lien other than Liens securing Indebtedness)Permitted Liens. Schedule 1.1F 1.1C lists, as of the Restatement Effective Closing Date, each parcel of owned real property and each leasehold interest in real property located in the United States and held by the Borrower or any of its Subsidiaries that has a value, in the reasonable opinion of the Borrower, in excess of $5,000,000.

Security Documents. (a) The Guarantee Security Pledge Agreement, upon execution and Collateral Agreement is delivery thereof by the parties thereto, will be effective to create in favor of the Administrative Collateral Agent, for the benefit of the Secured Parties (as defined in the Guarantee and Collateral Agreement)Parties, a legal, valid and enforceable first priority (subject only to Permitted Liens) security interest in the Collateral described therein and proceeds thereof, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, moratorium, reorganization and other similar laws relating to or affecting creditors’ rights generally and general principles of equity (whether considered in a proceeding in equity or law). In the case of the Pledged Stock as defined and described in the Guarantee and Collateral Security Pledge Agreement, when stock certificates representing such Pledged Stock are delivered to the Administrative AgentCollateral Agent (together with a properly completed and signed undated endorsement), and in the case of the other Collateral described in the Guarantee and Collateral Agreement as of the Restatement Effective DateSecurity Pledge Agreement, when financing statements and other filings specified on Schedule 4.17 8.19 in appropriate form are filed in the offices specified on Schedule 4.17 to the extent such filings are effective to perfect a security interest in such Collateral8.19, the Guarantee and Collateral Security Pledge Agreement shall constitute a fully perfected Lien on, and first priority (subject only to Permitted Liens) security interest in, all right, title and interest of the Loan Credit Parties in such Collateral and the proceeds thereofthereof (other than Intellectual Property registered or issued in the United States that is Collateral for which additional filings in the United States Patent and Trademark Office and United States Copyright Office, as applicable, are required to be made under Applicable Laws, in each case, if and to the extent perfection may be achieved by such filings and with respect to Pledged Stock of any Foreign Subsidiary which may require additional documents under Applicable Laws, if and to the extent perfection may be achieved by such delivery and/or such filings) to the extent such proceeds can be protected by such filings, as security for the Obligations (as defined in the Guarantee and Collateral Agreement) under the laws of the United States, in each case prior and superior in right to any other Person (except (i) in the case of Collateral other than Pledged Stock, Permitted Liens and (ii) in the case of Pledged Stock, statutory Liens or nonconsensual Liens); and (b) when executed, each of the Mortgage Amendments will be effective to continue in favor of the Administrative Agent, for the benefit of the Lenders, a legal, valid and enforceable Lien on the Mortgaged Properties described therein and proceeds thereof, and when the Mortgage Amendments are accepted for recording in the applicable recording offices, each such Mortgage shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in the Mortgaged Properties and the proceeds thereof, as security for the Obligations (as defined in the relevant Mortgage), in each case prior and superior in right to any other Person (except for any Permitted Lien other than Liens securing Indebtedness). Schedule 1.1F lists, as of the Restatement Effective Date, each parcel of owned real property and each leasehold interest in real property located in the United States and held by the Borrower or any of its Subsidiaries that has a value, in the reasonable opinion of the Borrower, in excess of $5,000,000Obligations.

Security Documents. (ai) The Guarantee Each Security Document (other than each Mortgage), when executed and Collateral Agreement delivered, is effective to create in favor of the Administrative Agent, Collateral Agent (for the benefit of the Secured Parties (as defined in the Guarantee and Collateral AgreementParties), a legal, valid and enforceable security interest in the Collateral described therein and proceeds thereof. In the case Collateral Agent has been authorized (and is hereby authorized) to make all filings of the Pledged Stock as defined UCC-1 and described as-extracted collateral financing statements in the Guarantee and appropriate filing office necessary or desirable to fully perfect the Collateral Agreement, when stock certificates representing such Pledged Stock are delivered to the Administrative Agent, and in the case of the other Collateral described in the Guarantee and Collateral Agreement as of the Restatement Effective Date, when financing statements and other filings specified on Schedule 4.17 in appropriate form are filed in the offices specified on Schedule 4.17 to the extent such filings are effective to perfect a ’s security interest in such Collateral described therein which can be perfected by filing a UCC-1 financing statement in the appropriate filing office, and (ii) with respect to the security interest created in the Collateral pursuant to each Security Document (other than each Mortgage), upon such filings (or, with respect to possessory Collateral, upon the Guarantee and taking of possession by the Collateral Agreement shall Agent (or by the ABL Agent as bailee for the Collateral Agent pursuant to the ABL Intercreditor Agreement, if applicable) of any such Collateral which may be perfected by possession), such security interests will constitute a fully perfected Lien First Priority Liens on, and security interest interests in, all right, title and interest of the Loan Parties debtor party thereto in such the Collateral and the proceeds thereofdescribed therein that can be perfected by filing a UCC-1 or as-extracted financing statement, as security for the Obligations (as defined applicable, in the Guarantee and Collateral Agreement) under the laws of the United Statesappropriate filing office or by delivery, in each case prior and superior in right to any other Person (except (i) in the case of Collateral other than Pledged Stock, Permitted Liens and (ii) in the case of Pledged Stock, statutory Liens or nonconsensual Liens); and possessory Collateral. (b) when executed, each Each of the Mortgage Amendments Mortgages, when executed and delivered, will be effective to continue create in favor of the Administrative Collateral Agent, for the ratable benefit of the LendersSecured Parties, a legal, valid and enforceable Lien (subject to equity and creditors’ rights generally) lien on the Mortgaged Properties Material Real Property described therein and proceeds thereofsuch security interests will constitute, upon such Mortgage being and when the Mortgage Amendments are accepted for recording recorded in the applicable recording appropriate filing offices, each First Priority Liens on such Mortgage shall constitute a fully perfected Lien onMaterial Real Property, and security interest in, all right, title and interest of the Loan Parties in the Mortgaged Properties and the proceeds thereof, as security for the Obligations (as defined in the relevant Mortgage), in each case prior and superior in right subject to any other Person (except for any Permitted Lien other than Liens securing Indebtedness). Schedule 1.1F lists, as of the Restatement Effective Date, each parcel of owned real property and each leasehold interest in real property located in the United States and held by the Borrower or any of its Subsidiaries that has a value, in the reasonable opinion of the Borrower, in excess of $5,000,000Real Estate Encumbrances.

Security Documents. (a) The Guarantee Except as otherwise contemplated hereby or under any other Loan Documents and subject to the terms of the Intercreditor Agreements, the provisions of the Collateral Agreement is Documents are effective to create in favor of the Administrative Agent, Agent for the benefit of the Secured Parties (as defined in the Guarantee and Collateral Agreement), a legal, valid and enforceable security interest in the Collateral described therein and proceeds thereof. In the case of the Pledged Stock as defined and described in the Guarantee and Collateral Agreement, when stock certificates representing such Pledged Stock are delivered to the Administrative Agent, and in the case of the other Collateral described in the Guarantee and Collateral Agreement as of the Restatement Effective Date, when financing statements and other filings specified on Schedule 4.17 in appropriate form are filed in the offices specified on Schedule 4.17 to the extent such filings are effective to perfect a security interest in such Collateral, the Guarantee and Collateral Agreement shall constitute a fully perfected Lien Liens on, and security interests in, the Collateral and, (i) when all appropriate filings or recordings are made in the appropriate offices as may be required under applicable Laws (which filings or recordings shall be made to the extent required by any Collateral Document) and (ii) upon the taking of possession or control by the Administrative Agent (or its agent pursuant to an Intercreditor Agreement) of such Collateral with respect to which a security interest may be perfected only by possession or control (which possession or control shall be given to the Administrative Agent to the extent required by any Collateral Document), such Collateral Document will constitute fully perfected Liens on, and security interests in, all right, title and interest of the Loan Parties in such Collateral and the proceeds thereof, as security for the Obligations (as defined in the Guarantee and Collateral Agreement) under the laws of the United StatesCollateral, in each case prior and superior in right subject to any other Person (except (i) in the case of Collateral no Liens other than Pledged Stock, Permitted the applicable Liens and (ii) in permitted under the case of Pledged Stock, statutory Liens or nonconsensual Liens); and (b) when executed, each of the Mortgage Amendments will be effective to continue in favor of the Administrative Agent, for the benefit of the LendersLoan Documents, a legal, valid valid, enforceable and enforceable perfected Lien on (if and to the Mortgaged Properties described therein and proceeds thereof, and when extent perfection may be achieved by the Mortgage Amendments are accepted for recording in filings and/or other actions required to be taken hereby or by the applicable recording offices, each such Mortgage shall constitute a fully perfected Lien on, and security interest in, Collateral Documents) on all right, title and interest of the respective Loan Parties in the Mortgaged Properties Collateral described therein subject to the Enforcement Qualifications and Liens permitted by Section 7.01. Notwithstanding anything herein (including this Section 5.19) or in any other Loan Document to the proceeds thereofcontrary, neither the Borrower nor any other Loan Party makes any representation or warranty as to (A) the effects of perfection or non-perfection, the priority or the enforceability of any pledge of or security for interest (other than with respect to those pledges and security interests made under the Obligations (Laws of the jurisdiction of formation of the applicable Foreign Subsidiary) in any Equity Interests of any Foreign Subsidiary, or as defined in to the relevant Mortgage)rights and remedies of the Agents or any Lender with respect thereto, in each case prior under foreign Law, (B) the pledge or creation of any security interest, or the effects of perfection or non-perfection, the priority or the enforceability of any pledge of or security interest to the extent such pledge, security interest, perfection or priority is not required pursuant to the Collateral and superior in right Guarantee Requirement or (C) on the Closing Date and until required pursuant to Section 6.11, 6.13 or 4.01(a)(v), the pledge or creation of any other Person (except for security interest, or the effects of perfection or non-perfection, the priority or enforceability of any Permitted Lien other than Liens securing Indebtednesspledge or security interest to the extent not required on the Closing Date pursuant to Section 4.01(a)(v). Schedule 1.1F lists, as of the Restatement Effective Date, each parcel of owned real property and each leasehold interest in real property located in the United States and held by the Borrower or any of its Subsidiaries that has a value, in the reasonable opinion of the Borrower, in excess of $5,000,000.

Security Documents. (a) The Guarantee and Collateral Agreement is effective to create in favor of the Administrative Agent, for the benefit of the Secured Parties (as defined in the Guarantee and Collateral Agreement), a legal, valid and enforceable security interest in the Collateral described therein and proceeds thereof. In the case of the Pledged Stock as defined and described in the Guarantee and Collateral Agreement, when stock certificates representing such Pledged Stock are delivered to the Administrative Agent, and in the case of the other Collateral described in the Guarantee and Collateral Agreement (as amended, supplemented and otherwise modified as of the Restatement Effective Date), when financing statements and other filings specified on Schedule 4.17 in appropriate form are filed in the offices specified on Schedule 4.17 to the extent such filings are effective to perfect a security interest in such Collateral, the Guarantee and Collateral Agreement shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties (other than ABG) in such Collateral and the proceeds thereof, as security for the Obligations (as defined in the Guarantee and Collateral Agreement) under the laws of the United States, in each case prior and superior in right to any other Person (except (i) in the case of Collateral other than Pledged Stock, Permitted Liens and (ii) in the case of Pledged Stock, statutory Liens or nonconsensual Liens); and (b) when executed, each of the Mortgage Amendments will be effective to continue in favor of the Administrative Agent, for the benefit of the Lenders, a legal, valid and enforceable Lien on the Mortgaged Properties described therein and proceeds thereof, and when the Mortgage Amendments are accepted for recording in the applicable recording offices, each such Mortgage shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties (other than ABG) in the Mortgaged Properties and the proceeds thereof, as security for the Obligations (as defined in the relevant Mortgage), in each case prior and superior in right to any other Person (except for any Permitted Lien other than Liens securing Indebtedness). Schedule 1.1F lists, as of the Restatement Effective Date, each parcel of owned real property and each leasehold interest in real property located in the United States and held by the Borrower or any of its Subsidiaries that has a value, in the reasonable opinion of the Borrower, in excess of $5,000,000.

Security Documents. (a) The Guarantee and Collateral Agreement is effective to create in favor of the Administrative Collateral Agent, for its benefit, for the benefit of the Secured Parties (as defined in Administrative Agent and for the Guarantee and Collateral Agreement)benefit of the Lenders, a legal, valid and enforceable security interest in the Collateral described therein and proceeds thereof. In the case of the Pledged Stock as defined and described in the Guarantee and Collateral Agreement, when stock certificates representing such Pledged Stock are delivered to the Administrative AgentCollateral Agent (together with a properly completed and signed stock power or endorsement), and in the case of the other Collateral described in the Guarantee and Collateral Agreement as of the Restatement Effective DateAgreement, when financing statements and other filings specified on Schedule 4.17 4.20(a) in appropriate form are filed in the offices specified on Schedule 4.17 4.20(a) together with payment of any filing or recordation fees, or, with respect to after-acquired property, when the extent such filings are effective to perfect a security interest requirements set forth in such CollateralSection 6.9 have been complied with, the Guarantee and Collateral Agreement Agent shall constitute have a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral and the proceeds thereofthereof (except for registration of and application for Intellectual Property filed outside the United States) to the extent such Lien can be perfected by the filing of financing statements under the applicable UCC, as security for the Obligations (as defined in the Guarantee and Collateral Agreement) under the laws of the United States), in each case prior and superior in right to any other Person (except (i) except, in the case of Collateral other than Pledged Stock, Permitted Liens permitted by Section 7.3, and (ii) in the case of Collateral constituting Pledged Stock, statutory inchoate Liens or nonconsensual Liensarising by operation of law and Liens permitted by Section 7.3(m); ), in each case, to the extent required by the Guarantee and Collateral Agreement. (b) when executed, each Each of the Mortgage Amendments will be Mortgages is effective to continue create in favor of the Administrative Collateral Agent, for its benefit, for the benefit of the Administrative Agent and for the benefit of the Lenders, a legal, valid and enforceable Lien on the Mortgaged Properties Property described therein and proceeds thereoftherein, and when the Mortgage Amendments Mortgages are accepted for recording filed in the applicable recording officesoffices specified on Schedule 4.20(b), each such Mortgage shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in the subject Mortgaged Properties and the proceeds thereofProperty, as security for the Obligations (as defined in the relevant Mortgage), in each case prior and superior in right to any other Person (except for any Permitted Lien other than Liens securing Indebtednesspermitted by Section 7.3). Schedule 1.1F 1.1B lists, as of the Restatement Effective Datedate hereof, each parcel of owned real property and each leasehold interest in real property located in the United States and held by the Borrower Company or any of its Subsidiaries the Guarantors that has a value, fair market value estimated in good faith by the reasonable opinion of the BorrowerCompany, in excess of $5,000,0005,000,000 (each, a “Mortgaged Property”).

Security Documents. (a) The Guarantee and Collateral Agreement is effective to create in favor of the Administrative Agent, Collateral Agent for the benefit of the Secured Parties (as defined in the Guarantee and Collateral Agreement)Parties, a legal, valid and enforceable security interest in the Collateral described therein of a type in which a security interest can be created under Article 9 of the UCC (including any proceeds of any such item of Collateral); provided that for purposes of this Section 4.17(a), Collateral shall be deemed to exclude any Property expressly excluded from the definition of “Collateral” as set forth in the Guarantee and proceeds thereofCollateral Agreement (the “Excluded Collateral”). In the case of (i) the Pledged Stock Securities described in the Guarantee and Collateral Agreement (other than Excluded Capital Stock) when any stock certificates or notes, as defined applicable, representing such Pledged Securities are delivered to the Collateral Agent, (ii) the Material Deposit Accounts and Material Securities Accounts described in the Guarantee and Collateral Agreement, when stock certificates representing control agreements with respect to such Pledged Stock Material Deposit Accounts and Material Securities Accounts are delivered executed granting “control” (as defined in the UCC) of such accounts to the Administrative Agent, Collateral Agent and in the case of (iii) the other Collateral described in the Guarantee and Collateral Agreement as of the Restatement Effective Date, when (other than Excluded Collateral and deposit accounts and securities accounts that do not constitute Material Deposit Accounts and Material Securities Accounts),when financing statements and other filings specified on Schedule 4.17 in appropriate form are filed in the offices specified on Schedule 4.17 (which financing statements have been duly completed and executed (as applicable) and delivered to the extent Collateral Agent) and such other filings as are effective specified on Schedule 3 to perfect a security interest in such Collateral, the Guarantee and Collateral Agreement are made, the Collateral Agent shall constitute have a fully perfected first priority Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral (including any proceeds of any item of Collateral) (to the extent a security interest in such Collateral can be perfected through the filing of financing statements in the offices specified on Schedule 4.17 and the proceeds thereoffilings specified on Schedule 3 to the Guarantee and Collateral Agreement, and through the delivery of the Pledged Securities required to be delivered on the Closing Date), as security for the Obligations (as defined in the Guarantee and Collateral Agreement) under the laws of the United StatesObligations, in each case prior and superior in right to the Lien of any other Person (except (i) in the case of Collateral other than Pledged StockSecurities, Permitted Liens permitted by Section 7.3 and (ii) in Liens having priority by operation of law) to the case of Pledged Stock, statutory Liens or nonconsensual Liens); extent required by the Guarantee and Collateral Agreement. (b) when executedUpon the execution and delivery of any Mortgage to be executed and delivered pursuant to Section 6.8(b), each of the such Mortgage Amendments will shall be effective to continue create in favor of the Administrative Agent, Collateral Agent for the benefit of the Lenders, Secured Parties a legal, valid and enforceable Lien on the Mortgaged Properties Property described therein and proceeds thereof, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law) and the implied covenants of good faith and fair dealing; and when the such Mortgage Amendments are accepted for recording is filed in the applicable recording officesoffice designated by the Borrower, each such Mortgage shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in the such Mortgaged Properties Property and the proceeds thereof, as security for the Obligations (as defined in the relevant Mortgage), in each case prior and superior in right to any other Person (except for any Permitted Lien other than Liens securing Indebtedness). Schedule 1.1F lists, as of the Restatement Effective Date, each parcel of owned real property and each leasehold interest in real property located in the United States and held permitted by Section 7.3 or other encumbrances or rights permitted by the Borrower or any of its Subsidiaries that has a value, in the reasonable opinion of the Borrower, in excess of $5,000,000relevant Mortgage).

Security Documents. (a) The Guarantee and Collateral Agreement is effective to create in favor of the Administrative Collateral Agent, for the benefit of the respective Secured Parties (as defined in the Guarantee and Collateral Agreement)Parties, a legal, valid and enforceable security interest in the Collateral described therein and proceeds thereof. In the case of the Pledged Stock (as defined and described in the Guarantee and Collateral Agreement), when stock certificates representing such Pledged Stock are delivered to the Administrative AgentCollateral Agent (together with appropriate instruments of transfer), and in the case of the other Collateral described in the Guarantee and Collateral Agreement (other than the Intellectual Property, as of defined in the Restatement Effective DateCollateral Agreement), when financing statements and other filings specified on Schedule 4.17 5 of the Perfection Certificate in appropriate form are filed in the offices specified on Schedule 4.17 6 of the Perfection Certificate (as updated by the Borrower from time to the extent such filings are effective to perfect a security interest time in such Collateralaccordance with Section 5.03), the Guarantee and Collateral Agreement Agent shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral and the proceeds thereof, as security for the Obligations (as defined in the Guarantee and Collateral Agreement) under the laws of the United States, in each case prior and superior in right to any other Person (except (i) in the case of Collateral other than Pledged Stock, Permitted Liens and (ii) in the case of Pledged Stock, statutory Liens or nonconsensual Liens); and (b) when executed, each of the Mortgage Amendments will be effective to continue in favor of the Administrative Agent, for the benefit of the Lenders, a legal, valid and enforceable Lien on the Mortgaged Properties described therein and proceeds thereof, and when the Mortgage Amendments are accepted for recording in the applicable recording offices, each such Mortgage shall constitute have a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in the Mortgaged Properties Collateral and the proceeds thereof, as security for the Obligations Obligations, 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 (except, in the case of Collateral other than the Pledged Stock, Liens permitted by Section 6.02(a) and, in the case of the Pledged Stock, inchoate Liens arising by operation of law and permitted by Section 6.02(a)). (b) When the Collateral Agreement or a summary thereof is properly 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 (except for intent-to-use applications), upon the proper filing of the financing statements referred to in paragraph (a) above, the Collateral 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 relevant MortgageCollateral Agreement), in each case prior and superior in right to any other Person to the extent perfection can be obtained by such filings (except for any Permitted Lien other than Liens securing Indebtedness). Schedule 1.1F lists, as of the Restatement Effective Date, each parcel of owned real property and each leasehold interest in real property located it being understood that subsequent recordings in the United States Patent and held 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 Borrower or any grantors after the date hereof). (c) The Mortgages entered into on the Effective Date are, and the Mortgages, if any, entered into after the Effective Date pursuant to Section 5.11 shall be, effective to create in favor of its Subsidiaries that has the Collateral Agent, for the ratable benefit of the applicable Secured Parties, a valuelegal, 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 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 reasonable opinion rights of the Borrower, in excess of $5,000,000Person pursuant to Liens expressly permitted by Section 6.02(a).

Security Documents. (a) The Guarantee and Collateral Agreement is effective until release thereof permitted under this Agreement to create in favor of the Administrative Agent, for the benefit of the Secured Parties (as defined in the Guarantee and Collateral Agreement)Parties, a legal, valid and enforceable security interest in the Collateral described therein and proceeds thereof. In the case of the Pledged Stock as defined and described in the Guarantee and Collateral Agreement, when stock certificates representing such Pledged Stock are delivered to the Administrative Agent, and in the case of the other Collateral described in the Guarantee and Collateral Agreement, the Collateral Agreement as of the Restatement Effective Date, when financing statements and other filings specified on Schedule 4.17 in appropriate form are filed in the offices specified on Schedule 4.17 to the extent such filings are effective to perfect a security interest in such Collateral, the Guarantee and Collateral Agreement shall constitute constitutes a fully perfected Lien on, and security interest in, on all right, title and interest of the Loan Parties Borrower and the Guarantors in such Collateral (other than such Collateral in which a security interest cannot be perfected by filing of a financing statement under the Uniform Commercial Code as in effect at the relevant time in the relevant jurisdiction) and the proceeds thereof, as security for the Obligations (as defined in the Guarantee and Collateral Agreement) under the laws of the United States), in each case prior and superior in right to any other Person (except (i) Liens expressly permitted under Section 6.01, provided that Liens required by Section 6.01 to be junior to the Liens securing the Facility are, in fact, junior to the case of Collateral other than Pledged Stock, Permitted Liens and (ii) in securing the case of Pledged Stock, statutory Liens or nonconsensual Liens); and Facility. (b) when executedThe Mortgages, each of the Mortgage Amendments will be upon execution and delivery thereof, are effective to continue create in favor of the Administrative Agent, for the benefit of the LendersSecured Parties, a legal, valid and enforceable Lien on the Mortgaged Properties described therein and proceeds thereof, and when the Mortgage Amendments Mortgages are accepted for recording filed in the applicable appropriate recording offices, each such Mortgage shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of Borrower and the Loan Parties Guarantors in the Mortgaged Properties and the proceeds thereof, as security for the Obligations (as defined in the relevant Mortgage), in each case prior and superior in right to any other Person (except for any Permitted Lien other than Liens expressly permitted under Sections 6.01, provided that Liens required by Section 6.01 to be junior to the Liens securing Indebtednessthe Facility are, in fact, junior to the Liens securing the Facility. (c) The Borrower has granted, or pursuant to Section 5.18(a). Schedule 1.1F lists, as shall grant, or has caused the Guarantors to grant or, pursuant to Section 5.18(a), shall cause the Guarantors to grant, Mortgages in favor of the Restatement Effective DateAgent for the benefit of the Secured Parties, each parcel effective to create legal, valid and enforceable first priority Liens (subject only to Liens expressly permitted under Sections 6.01, provided that Liens required by Section 6.01 to be junior to the Liens securing the Facility are, in fact, junior to the Liens securing the Facility) on (i) all of the Real Property owned real property and each leasehold interest in real property located in the United States and held by the Borrower or any Guarantor other than Excluded Property and Real Property for which the Borrower or the applicable Guarantor is not required to deliver a Mortgage as expressly provided in this Agreement and (ii) substantially all of its the Real Property owned by the Borrower, the Guarantors and/or the Restricted Subsidiaries that has a value, in of the reasonable opinion Borrower which are necessary to operate the businesses of the Borrower, the Guarantors and/or the Restricted Subsidiaries of the Borrower in excess of $5,000,000the ordinary course.

Security Documents. (a) The Guarantee All filings and Collateral Agreement is effective to create recordings necessary, in favor the opinion of the Administrative Agent, to perfect the security interests contemplated to be granted to the Administrative Agent and the Collateral Agent under the Security Documents shall have been made, and the Administrative Agent shall have received evidence satisfactory to it that the Security Documents are in full force and effect and the Liens contemplated by the Security Documents are perfected and of first priority (except for any such prior Liens which are expressly permitted by this Agreement to be prior). The Administrative Agent shall have received: (i) Uniform Commercial Code search certificates from the benefit jurisdictions in which Uniform Commercial Code financing statements are to be filed reflecting no other financing statements or filings which evidence Liens of other Persons in Collateral acquired subsequent to the Initial Disbursement Date which are prior to the Liens granted to the Administrative Agent in this Agreement, the Security Documents and the other Loan Documents, except for any such prior Liens (a) which are expressly permitted by this Agreement to be prior or (b) for which the Administrative Agent has received a termination statement; (ii) a control agreement for each bank at which any Loan Party who has become a Subsidiary subsequent to the Initial Disbursement Date maintains a deposit account (including the account holding any amount held in escrow pursuant to the terms of the Secured Parties (as defined in the Guarantee and Collateral GAH Purchase Agreement), a legal, valid upon terms and enforceable security interest in the Collateral described therein and proceeds thereof. In the case of the Pledged Stock as defined and described in the Guarantee and Collateral Agreement, when stock certificates representing such Pledged Stock are delivered provisions satisfactory to the Administrative Agent, and in the case of the other Collateral described in the Guarantee and Collateral Agreement as of the Restatement Effective Dateeach appropriately completed, when financing statements and other filings specified on Schedule 4.17 in appropriate form are filed in the offices specified on Schedule 4.17 to the extent duly executed by such filings are effective to perfect a security interest in such Collateral, the Guarantee and Collateral Agreement shall constitute a fully perfected Lien onLoan Party, and security interest inthe Administrative Agent and acknowledged by the depositary bank to which addressed; (iii) a control agreement for each securities account at which any such Loan Party maintains a securities account, all right, title upon terms and interest of the Loan Parties in such Collateral and the proceeds thereof, as security for the Obligations (as defined in the Guarantee and Collateral Agreement) under the laws of the United States, in each case prior and superior in right provisions satisfactory to any other Person (except (i) in the case of Collateral other than Pledged Stock, Permitted Liens and (ii) in the case of Pledged Stock, statutory Liens or nonconsensual Liens); and (b) when executed, each of the Mortgage Amendments will be effective to continue in favor of the Administrative Agent, for the benefit of the Lenderseach appropriately completed, a legal, valid and enforceable Lien on the Mortgaged Properties described therein and proceeds thereofduly executed by such Loan Party, and when the Mortgage Amendments Administrative Agent and acknowledged by the securities intermediary to which addressed; (iv) such other documents, instruments and agreements as the Administrative Agent may reasonably request to create and perfect the Liens granted to the Administrative Agent or any Lender in this Agreement, the Security Documents and the other Loan Documents; and (v) such other evidence as the Administrative Agent may request to establish that the Liens granted to the Administrative Agent or any Lender in this Agreement, the Security Documents and the other Loan Documents are accepted for recording perfected and prior to the Liens of other Persons in the applicable recording officesCollateral, each such Mortgage shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in the Mortgaged Properties and the proceeds thereof, as security for the Obligations (as defined in the relevant Mortgage), in each case prior and superior in right to any other Person (except for any Permitted Lien other than such Liens securing Indebtedness). Schedule 1.1F lists, as of the Restatement Effective Date, each parcel of owned real property and each leasehold interest in real property located in the United States and held which are expressly permitted by the Borrower or any of its Subsidiaries that has a value, in the reasonable opinion of the Borrower, in excess of $5,000,000this Agreement to be prior.

Security Documents. (a) The Guarantee and Collateral Agreement is effective to create in favor of the Administrative Collateral Agent, for the benefit of the Secured Parties (as defined in the Guarantee and Collateral Agreement)Lenders, a legal, valid and enforceable security interest in the Collateral described therein and proceeds thereof. In the case of the Pledged Stock as defined and described in the Guarantee and Collateral Agreement, when stock certificates (if any) representing such Pledged Stock are delivered to the Administrative Collateral Agent, and in the case of the other Collateral described in the Guarantee and Collateral Agreement as of the Restatement Effective DateAgreement, when financing statements and other filings specified on Schedule 4.17 3.18(a) in appropriate form are filed in the offices specified on Schedule 4.17 to the extent such filings are effective to perfect a security interest in such Collateral3.18(a), the Guarantee and Collateral Agreement shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral and the proceeds thereofthereof to the extent security interests can be so perfected (by delivery or filing UCC financing statements as applicable) on such Collateral, as security for the Obligations (as defined in the Guarantee and Collateral Agreement) under the laws of the United States), in each such case prior and superior in right to any other Person (except (i) except, in the case of Collateral other than Pledged Stock, other Permitted Liens and (ii) in which are permitted under this Agreement to be pari passu or senior to the case Liens of Pledged Stock, statutory Liens the Collateral Agent or nonconsensual Lienswhich arise by operation of law); and . (b) when executed, each Each of the Mortgage Amendments will be Mortgages, when executed and delivered, is effective to continue create in favor of the Administrative Collateral Agent, for the benefit of the Lenders, a legal, valid and enforceable Lien on the Mortgaged Properties described therein and proceeds thereof, and when the Mortgage Amendments Mortgages are accepted for recording filed in the applicable recording officesoffices specified on Schedule 3.18(b), each such Mortgage shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in the Mortgaged Properties and the proceeds thereof, as security for the Obligations (as defined in the relevant Mortgage), in each case prior and superior in right to any other Person (except for any Permitted Lien other than Liens securing Indebtedness)Person. Except as set forth in the definition of Mortgaged Properties, Schedule 1.1F 1.1C lists, as of the Restatement Effective Closing Date, each parcel of owned real property and each leasehold interest in real property located in the United States and held by the Borrower or any of its Subsidiaries that has a value, in the reasonable opinion of the Borrower, in excess of $5,000,000.

Security Documents. (a) The Guarantee and Collateral Agreement is effective to create in favor of the Administrative Agent, for the benefit of the Secured Parties (as defined in the Guarantee and Collateral Agreement), a legal, valid and enforceable security interest in the Collateral described therein and proceeds thereof. In the case of the Pledged Stock as defined and described in the Guarantee and Collateral Agreement, when stock certificates representing such Pledged Stock are delivered to the Administrative Agent, and in the case of the other Collateral described in the Guarantee and Collateral Agreement as of the Restatement Effective DateAgreement, when financing statements and other filings specified on Schedule 4.17 in appropriate form are filed in the offices specified on Schedule 4.17 to the extent such filings are effective to perfect a security interest in such Collateral4.17, the Guarantee and Collateral Agreement shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral and the proceeds thereof, as security for the Obligations (as defined in the Guarantee and Collateral Agreement) under the laws of the United States), in each case prior and superior in right to any other Person (except (i) in the case of Collateral other than Pledged Stock, Permitted Liens and (ii) in the case of Pledged Stock, statutory Liens or nonconsensual Liens); and (b) when When executed, each of the Mortgage Amendments Mortgages will be effective to continue create in favor of the Administrative Agent, for the benefit of the Lenders, a legal, valid and enforceable Lien on the Mortgaged Properties described therein and proceeds thereof, and when the Mortgage Amendments Mortgages are accepted for recording in the applicable recording offices, each such Mortgage shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in the Mortgaged Properties and the proceeds thereof, as security for the Obligations (as defined in the relevant Mortgage), in each case prior and superior in right to any other Person (except for any Permitted Lien other than Liens securing Indebtedness). Schedule 1.1F lists, as of the Restatement First Amendment Effective Date, each parcel of owned real property and each leasehold interest in real property located in the United States and held by the Borrower or any of its Subsidiaries that has a value, in the reasonable opinion of the Borrower, in excess of $5,000,000400,000.

Security Documents. Notwithstanding anything to the contrary contained herein or in any other Loan Document, within one Business Day of the Closing Date (or, solely with respect to clause (b), such later date as shall be reasonably acceptable to the Administrative Agent) the Borrower shall have caused to be delivered to the Administrative Agent (a) The Guarantee the Security Agreement, duly executed and Collateral Agreement is effective to create in favor of delivered by the Borrower, each other Loan Party and the Administrative Agent, for (b) certificates, if any, representing the benefit of the Secured Parties Pledged Equity (as defined in the Guarantee Security Agreement) accompanied by undated stock powers executed in blank and Collateral Agreement), a legal, valid and enforceable security interest in the Collateral described therein and proceeds thereof. In the case of instruments evidencing the Pledged Stock as defined and described in the Guarantee and Collateral Agreement, when stock certificates representing such Pledged Stock are delivered to the Administrative Agent, and in the case of the other Collateral described in the Guarantee and Collateral Agreement as of the Restatement Effective Date, when financing statements and other filings specified on Schedule 4.17 in appropriate form are filed in the offices specified on Schedule 4.17 to the extent such filings are effective to perfect a security interest in such Collateral, the Guarantee and Collateral Agreement shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral and the proceeds thereof, as security for the Obligations Debt (as defined in the Guarantee and Collateral Security Agreement) indorsed in blank, (c) each document (including, without limitation, any Uniform Commercial Code financing statement) required by the Security Documents or under law or reasonably requested by the laws of the United StatesAdministrative Agent to be filed, registered or recorded in each case prior and superior in right order to any other Person (except (i) in the case of Collateral other than Pledged Stock, Permitted Liens and (ii) in the case of Pledged Stock, statutory Liens or nonconsensual Liens); and (b) when executed, each of the Mortgage Amendments will be effective to continue create in favor of the Administrative Agent, for the benefit of the Lenders, a legal, valid and enforceable perfected Lien on the Mortgaged Properties collateral described therein and proceeds thereoftherein, and when the Mortgage Amendments are accepted for recording in the applicable recording offices, each such Mortgage shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in the Mortgaged Properties and the proceeds thereof, as security for the Obligations (as defined in the relevant Mortgage), in each case prior and superior in right to any other Person (other than with respect to Liens expressly permitted by Section 7.02), which shall have been delivered to the Administrative Agent in proper form for filing, registration or recordation (it being understood that no account control agreements or landlord waivers shall be required to be obtained or otherwise delivered by any of the Loan Parties), and (d) a written opinion (addressed to the Administrative Agent, the Issuing Lenders and the Lenders and dated the Closing Date) of ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, counsel for the Loan Parties, in form and substance reasonably satisfactory to the Administrative Agent, covering such other matters relating to the Loan Parties, this Agreement or the Transactions as the Administrative Agent shall reasonably request (and the Borrower hereby instructs such counsel to deliver such opinion to the Lenders and the Administrative Agent). In addition, the Administrative Agent shall have received the results of recent lien searches in each relevant jurisdiction with respect to the Loan Parties, and such searches shall reveal no Liens on any of the assets of the Loan Parties except for any Permitted Lien other than Liens securing Indebtedness). Schedule 1.1F lists, as of permitted by Section 7.02 or Liens to be discharged pursuant to documentation or arrangements reasonably satisfactory to the Restatement Effective Date, each parcel of owned real property and each leasehold interest in real property located in the United States and held by the Borrower or any of its Subsidiaries that has a value, in the reasonable opinion of the Borrower, in excess of $5,000,000Administrative Agent.

Security Documents. On and after the Effective Date, (ai) The Guarantee and Collateral Agreement is the provisions of the Security Documents (other than the Peruvian Security Documents) are effective to create create, in favor of the Administrative Agent, Agent for the benefit of the Secured Parties (as defined in the Guarantee and Collateral Agreement)Lenders, a legal, valid and enforceable security interest in first priority Lien (subject to Permitted Liens and the Peruvian Intercreditor Agreement) on all of the Collateral described therein and proceeds thereof. In the case of the Pledged Stock as defined and described in the Guarantee and Collateral Agreement, when stock certificates representing such Pledged Stock are delivered purported to the Administrative Agentbe covered thereby, and in all necessary recordings and filings have been made, or shall be made on the case of the other Collateral described in the Guarantee and Collateral Agreement as of the Restatement Effective Date, when financing statements in all necessary public offices, and all other filings specified on Schedule 4.17 in necessary and appropriate form are filed in the offices specified on Schedule 4.17 to the extent action has been taken, so that each such filings are effective to perfect Security Document creates a security interest in such Collateral, the Guarantee and Collateral Agreement shall constitute a fully perfected Lien on, and security interest in, on all right, title and interest of the Loan Parties in such Collateral and the proceeds thereof, as security for the Obligations (as defined Hudbay Group Member which is a party thereto in the Guarantee and Collateral Agreement) under the laws of the United Statescovered thereby, in each case prior and superior in right to any all other Person (except (i) in the case of Collateral Liens other than Pledged Stock, Permitted Liens (subject to the Peruvian Intercreditor Agreement) and all necessary consents to the creation, perfection and enforcement of such Liens, if required, have been obtained from each of the parties to the Material Agreements, as applicable; and (ii) in the case of Pledged Stock, statutory Liens or nonconsensual Liens); and (b) when executed, each provisions of the Mortgage Amendments will be Peruvian Security Documents are effective to continue create, in favor of the Administrative Peruvian Collateral Agent, the Management and Guarantee Trustee, the Conditional Credit Assignment Agent and the Share Trustee, as applicable, for the benefit of the Lenders, a legal, valid and enforceable first priority Lien (subject to Permitted Liens and the Peruvian Intercreditor Agreement) on all of the Collateral purported to be covered thereby and as set forth therein, so that each such Security Document creates a perfected Lien on the Mortgaged Properties described therein and proceeds thereof, and when the Mortgage Amendments are accepted for recording in the applicable recording offices, each such Mortgage shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties Borrower in the Mortgaged Properties and the proceeds thereofCollateral covered thereby, as security for the Obligations (as defined in the relevant Mortgage), in each case prior and superior in right to any all other Person (except for any Permitted Lien Liens other than Permitted Liens securing Indebtedness). Schedule 1.1F lists(subject to the Peruvian Intercreditor Agreement) and all necessary consents to the creation, as perfection and enforcement of such Liens have been obtained from each of the Restatement Effective Date, each parcel of owned real property and each leasehold interest in real property located in parties to the United States and held by the Borrower or any of its Subsidiaries that has a value, in the reasonable opinion of the Borrower, in excess of $5,000,000Material Project Documents.

Security Documents. (a) The Guarantee and Collateral Agreement is effective to create in favor of the Administrative Collateral Agent, for the ratable benefit of the Senior Secured Parties (as defined in the Guarantee and Collateral Agreement)Parties, a legal, valid valid, binding and enforceable security interest in the Collateral described therein and proceeds thereof. In , subject to applicable insolvency, bankruptcy, reorganization, moratorium, fraudulent transfer and other laws now or hereafter in effect generally affecting rights of creditors and (including with respect to specific performance) principles of equity, whether considered in a proceeding in equity or in law and to the discretion of the court before which any proceeding therefor may be brought, and (i) in the case of the Pledged Stock as defined and described in Securities, upon the Guarantee and Collateral Agreement, earlier of (A) when stock certificates representing such Pledged Stock Securities are delivered to the Administrative Agent, Collateral Agent and in the case of the other Collateral described in the Guarantee and Collateral Agreement as of the Restatement Effective Date, (B) when financing statements and other filings specified on Schedule 4.17 in appropriate form are filed in the offices specified on Schedule 4.17 3.19(a); (ii) in the case of Deposit Accounts not constituting Excluded Perfection Assets, by the execution and delivery of Control Agreements providing for “control” as described in Section 9-104 of the UCC; (iii) in the case of Securities Accounts not constituting Excluded Perfection Assets, upon the earlier of (A) the filing of financing statements in the offices specified on Schedule 3.19(a) and (B) the execution and delivery of Control Agreements providing for “control” as described in Section 9-106 of the UCC; and (iv) in the case of all other Collateral described therein (other than Mortgaged Properties, Excluded Perfection Assets, Intellectual Property Collateral, money not credited to a Deposit Account or letter of credit rights not constituting supporting obligations), when financing statements in appropriate form are filed in the extent such filings are effective to perfect a security interest in such Collateraloffices specified on Schedule 3.19(a), the Guarantee and Collateral Agreement shall constitute a fully perfected Lien on, all right, title and interest of the Senior Secured Parties in such Collateral and proceeds thereof, as security for the Secured Obligations arising hereunder, in each case prior and superior to the rights of any other Person (except, in the case of all Collateral other than Pledged Securities, with respect to Permitted Liens, and in respect of Pledged Securities, the Permitted Liens set forth in clause (e) of Section 6.02). (b) Each Intellectual Property Security Agreement is effective to create in favor of the Collateral Agent, for the ratable benefit of the Senior Secured Parties, a legal, valid, binding and enforceable security interest in the Intellectual Property Collateral described therein and proceeds thereof, subject to applicable insolvency, bankruptcy, reorganization, moratorium, fraudulent transfer and other laws now or hereafter in effect generally affecting rights of creditors and (including with respect to specific performance) principles of equity, whether considered in a proceeding in equity or in law and to the discretion of the court before which any proceeding therefor may be brought. When each Intellectual Property Security Agreement is filed in the United States Patent and Trademark Office and the United States Copyright Office, respectively, together with financing statements in appropriate form filed in the offices specified in Schedule 3.19(a), in each case within the time period prescribed by Applicable Law, such Intellectual Property Security Agreement shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties grantors thereunder in such Collateral and the proceeds thereofIntellectual Property Collateral, as security for the Secured Obligations (as defined in the Guarantee and Collateral Agreement) under the laws of the United Statesarising hereunder, in each case prior and superior in right to any other Person (except with respect to Permitted Liens) (i) it being understood that subsequent recordings in the case United States Patent and Trademark Office and the United States Copyright Office may be necessary to perfect a Lien on registered trademarks, trademark applications, patents, patent applications and registered copyrights acquired by the grantors after the Funds Availability Date and additional filings and/or other actions may be necessary to perfect the Collateral Agent’s security interest in Intellectual Property Collateral that is created under the laws of a jurisdiction outside the United States. Any such additional filings and/or other actions that may be necessary to perfect the Collateral other than Pledged Stock, Permitted Liens Agent’s security interest in registrations and applications for registration of Intellectual Property (ii) as defined in the case Guarantee and Collateral Agreement) included in the Intellectual Property Collateral that is created under the laws of Pledged Stock, statutory Liens a jurisdiction outside the United States shall be described in writing to the Collateral Agent and its legal counsel by the Borrower or nonconsensual Liensits legal counsel); and . (bc) when executed, each Each of the Mortgage Amendments will be Mortgages is effective to continue create in favor of the Administrative Collateral Agent, for the ratable benefit of the LendersSenior Secured Parties, a legal, valid valid, binding, subsisting and enforceable Lien on on, and security interest in, all of the Loan Parties’ right, title and interest in and to the Mortgaged Properties described therein Property thereunder and proceeds thereof, subject to applicable insolvency, bankruptcy, reorganization, moratorium, fraudulent transfer and other laws now or hereafter in effect generally affecting rights of creditors and (including with respect to specific performance) principles of equity, whether considered in a proceeding in equity or in law, and to the discretion of the court before which any proceeding therefor may be brought, and when the Mortgage Amendments Mortgages are accepted for recording recorded in the applicable recording officesoffices 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 Loan Parties grantors thereof in the such Mortgaged Properties Property and the proceeds thereof, as security for the Secured Obligations (as defined in the relevant Mortgage)hereunder, in each case prior and superior in right to any other Person (except for any Permitted Lien other than Liens securing Indebtednessexpressly permitted by clause (a). Schedule 1.1F lists, as (f) and (g) of the Restatement Effective Date, each parcel of owned real property and each leasehold interest in real property located in the United States and held by the Borrower or any of its Subsidiaries that has a value, in the reasonable opinion of the Borrower, in excess of $5,000,000Section 6.02.

Security Documents. (a) The Guarantee and Collateral Agreement is effective to create in favor of the Administrative Agent, for the benefit of the Secured Parties (as defined in the Guarantee and Collateral Agreement), a legal, valid and enforceable security interest in the Collateral described therein and proceeds thereof. In the case of the Pledged Stock as defined and described in the Guarantee and Collateral Agreement, when stock certificates representing such Pledged Stock are Borrower shall have delivered to the Administrative Agent: (i) certified copies of Requests for Information or Copies (Form UCC-11), and in the case or equivalent reports, each of the other Collateral described in the Guarantee and Collateral Agreement as of the Restatement Effective Date, when recent date listing all effective financing statements that name the Borrower as a debtor and other filings specified on Schedule 4.17 in appropriate form that are filed in the offices specified on Schedule 4.17 jurisdictions in which filing of a financing statement is necessary to perfect the security interests purported to be created by the Security Documents, together with copies of such financing statements (none of which shall cover the Collateral except (x) those with respect to which appropriate termination statements executed by the secured lender thereunder have been delivered to the Administrative Agent and (y) to the extent such filings are effective evidencing Permitted Liens); (ii) copies of Financing Statements (Form UCC-1) in appropriate form for filing in each jurisdiction as may be necessary to perfect a the first priority security interest in such Collateral, interests purported to be created by the Guarantee and Security Documents on the UCC Collateral Agreement shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral and the proceeds thereof, as security for the Obligations described therein (as defined in the Guarantee and Collateral Agreement) under the laws of the United States, in each case prior and superior in right subject to any other Person (except (i) in the case of Collateral no Liens other than Pledged Stock, Permitted Liens and the rights of holders of Permitted Secured Indebtedness in compliance with the Collateral Agency Agreement) that have not been so perfected prior to the Restatement Date; (iiiii) in the case of Pledged Stock, statutory Liens or nonconsensual Liens); and (b) when executed, each evidence of the Mortgage Amendments will be effective completion of, or arrangements to continue in favor of the Administrative Agent, for the benefit of the Lenders, a legal, valid and enforceable Lien on the Mortgaged Properties described therein and proceeds thereof, and when the Mortgage Amendments are accepted for recording in the applicable recording offices, each such Mortgage shall constitute a fully perfected Lien on, and security interest incomplete, all rightother recordings and filings of, title and interest of the Loan Parties in the Mortgaged Properties and the proceeds thereofor with respect to, any Security Document as security for the Obligations (as defined in the relevant Mortgage), in each case prior and superior in right to any other Person (except for any Permitted Lien other than Liens securing Indebtedness). Schedule 1.1F lists, as of the Restatement Effective Date, each parcel of owned real property and each leasehold interest in real property located in the United States and held by the Borrower or any of its Subsidiaries that has a valuemay be necessary or, in the reasonable opinion of the BorrowerAdministrative Agent, desirable to perfect the security interests intended to be created by such Security Document; and (iv) evidence that all other actions reasonably necessary or, in excess the reasonable opinion of $5,000,000the Administrative Agent, desirable to perfect and protect the first priority security interests purported to be created by any Security Document on the Collateral described therein (subject to no Liens other than Permitted Liens and the rights of holders of Permitted Secured Indebtedness in compliance with the Collateral Agency Agreement) have been, or are in the process of being, taken.

Security Documents. (a) The Guarantee and Collateral Agreement is effective to create in favor of the Administrative Agent, Collateral Agent for the benefit of the Secured Parties (as defined in the Guarantee and Collateral Agreement)Parties, a legal, valid and enforceable security interest in the Collateral described therein of a type in which a security interest can be created under Article 9 of the UCC (including any proceeds of any such item of Collateral); provided that for purposes of this Section 4.17(a), Collateral shall be deemed to exclude any Property expressly excluded from the definition of “Collateral” as set forth in the Guarantee and proceeds thereofCollateral Agreement (the “Excluded Collateral”). In the case of (i) the Pledged Stock Securities described in the Guarantee and Collateral Agreement (other than Excluded Capital Stock) when any stock certificates or notes, as defined applicable, representing such Pledged Securities are delivered to the Collateral Agent, (ii) the Material Deposit Accounts and Material Securities Accounts described in the Guarantee and Collateral Agreement, when stock certificates representing control agreements with respect to such Pledged Stock Material Deposit Accounts and Material Securities Accounts are delivered executed granting “control” (as defined in the UCC) of such accounts to the Administrative Agent, Collateral Agent and in the case of (iii) the other Collateral described in the Guarantee and Collateral Agreement as of the Restatement Effective Date(other than Excluded Collateral and deposit accounts and securities accounts that do not constitute Material Deposit Accounts and Material Securities Accounts), when financing statements and other filings specified on Schedule 4.17 in appropriate form are filed in the offices specified on Schedule 4.17 (which financing statements have been duly completed and executed (as applicable) and delivered to the extent Collateral Agent) and such other filings as are effective specified on Schedule 3 to perfect a security interest in such Collateral, the Guarantee and Collateral Agreement are made, the Collateral Agent shall constitute have a fully perfected first priority Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral (including any proceeds of any item of Collateral) (to the extent a security interest in such Collateral can be perfected through the filing of financing statements in the offices specified on Schedule 4.17 and the proceeds thereoffilings specified on Schedule 3 to the Guarantee and Collateral Agreement, and through the delivery of the Pledged Securities required to be delivered on the Closing Date), as security for the Obligations (as defined in the Guarantee and Collateral Agreement) under the laws of the United StatesObligations, in each case prior and superior in right to the Lien of any other Person (except (i) in the case of Collateral other than Pledged StockSecurities, Permitted Liens permitted by Section 7.3 and (ii) in Liens having priority by operation of law) to the case of Pledged Stock, statutory Liens or nonconsensual Liens); extent required by the Guarantee and Collateral Agreement. (b) when executedUpon the execution and delivery of any Mortgage to be executed and delivered pursuant to Section 6.8(b), each of the such Mortgage Amendments will shall be effective to continue create in favor of the Administrative Agent, Collateral Agent for the benefit of the Lenders, Secured Parties a legal, valid and enforceable Lien on the Mortgaged Properties Property described therein and proceeds thereof, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law) and the implied covenants of good faith and fair dealing; and when the such Mortgage Amendments are accepted for recording is filed in the applicable recording officesoffice designated by the Borrower, each such Mortgage shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in the such Mortgaged Properties Property and the proceeds thereof, as security for the Obligations (as defined in the relevant Mortgage), in each case prior and superior in right to any other Person (except for any Permitted Lien other than Liens securing Indebtedness). Schedule 1.1F lists, as of the Restatement Effective Date, each parcel of owned real property and each leasehold interest in real property located in the United States and held permitted by Section 7.3 or other encumbrances or rights permitted by the Borrower or any of its Subsidiaries that has a value, in the reasonable opinion of the Borrower, in excess of $5,000,000relevant Mortgage).

Security Documents. On and after the Effective Date, (ai) The Guarantee and Collateral Agreement is the provisions of the Security Documents (other than the Peruvian Security Documents) are effective to create create, in favor of the Administrative Agent, Agent for the benefit of the Secured Parties (as defined in the Guarantee and Collateral Agreement)Lenders, a legal, valid and enforceable security interest in first priority Lien (subject to Permitted Liens and the Peruvian Intercreditor Agreement) on all of the Collateral described therein and proceeds thereof. In the case of the Pledged Stock as defined and described in the Guarantee and Collateral Agreement, when stock certificates representing such Pledged Stock are delivered purported to the Administrative Agentbe covered thereby, and in all necessary recordings and filings have been made, or shall be made on the case of the other Collateral described in the Guarantee and Collateral Agreement as of the Restatement Effective Date, when financing statements in all necessary public offices, and all other filings specified on Schedule 4.17 in necessary and appropriate form are filed in the offices specified on Schedule 4.17 to the extent action has been taken, so that each such filings are effective to perfect Security Document creates a security interest in such Collateral, the Guarantee and Collateral Agreement shall constitute a fully perfected Lien on, and security interest in, on all right, title and interest of the Loan Parties in such Collateral and the proceeds thereof, as security for the Obligations (as defined Hudbay Group Member which is a party thereto in the Guarantee and Collateral Agreement) under the laws of the United Statescovered thereby, in each case prior and superior in right to any all other Person (except (i) in the case of Collateral Liens other than Pledged Stock, Permitted Liens (subject to the Peruvian Intercreditor Agreement) and all necessary consents to the creation, perfection and enforcement of such Liens, if required, have been obtained from each of the parties to the Material Agreements, as applicable; and (ii) in the case of Pledged Stock, statutory Liens or nonconsensual Liens); and (b) when executed, each provisions of the Mortgage Amendments will be Peruvian Security Documents are effective to continue create, in favor of the Administrative Peruvian Collateral Agent, the Management and Guarantee Trustee, the Conditional Credit Assignment Agent and the Share Trustee, as applicable, for the benefit of the Lenders, a legal, valid and enforceable first priority Lien (subject to Permitted Liens and the Peruvian Intercreditor Agreement) on all of the Collateral purported to be covered thereby and as set forth therein, so that each such Security Document creates a perfected Lien on the Mortgaged Properties described therein and proceeds thereof, and when the Mortgage Amendments are accepted for recording in the applicable recording offices, each such Mortgage shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties HB Peru SAC in the Mortgaged Properties and the proceeds thereofCollateral covered thereby, as security for the Obligations (as defined in the relevant Mortgage), in each case prior and superior in right to any all other Person (except for any Permitted Lien Liens other than Permitted Liens securing Indebtedness). Schedule 1.1F lists(subject to the Peruvian Intercreditor Agreement) and all necessary consents to the creation, as perfection and enforcement of such Liens have been obtained from each of the Restatement Effective Date, each parcel of owned real property and each leasehold interest in real property located in parties to the United States and held by the Borrower or any of its Subsidiaries that has a value, in the reasonable opinion of the Borrower, in excess of $5,000,000Material Project Documents.

Security Documents. (a) The Guarantee and Collateral Agreement is effective to create in favor of the Administrative Agent, Collateral Agent for the benefit of the Secured Parties (as defined in the Guarantee and Collateral Agreement)Parties, a legal, legal and valid and enforceable first priority security interest (subject to Liens permitted by Section 7.3) in the Collateral described therein and (including any proceeds thereofof any item of Collateral). In the case of (i) the Pledged Stock as defined and Securities described in the Guarantee and Collateral AgreementAgreement constituting Certificated Securities, when any stock certificates or notes, as applicable, representing such Pledged Stock Securities are delivered to the Administrative Agent, Collateral Agent and in (ii) the case of the other Collateral described in the Guarantee and Collateral Agreement as of (other than the Restatement Effective DateCollateral referred to in the immediately preceding clause (i)), when financing statements and other filings specified on Schedule 4.17 in appropriate form are filed in the offices specified on Schedule 4.17 4.17(a) (which financing statements have been duly completed and executed (as applicable) and delivered to the extent such filings are effective to perfect a Collateral Agent), recordation of the security interest of the Collateral Agent on behalf of the Secured Parties has been made in the United States Patent and Trademark Office, and such Collateralother filings as are specified on Schedule 4.17(a) are made, the Guarantee and Collateral Agreement Agent shall constitute have a fully perfected first priority Lien on, and first priority security interest in, all right, title and interest of the Loan Parties in such Collateral (including any proceeds of any item of Collateral), to the extent a security interest in such Collateral can be perfected through the filing of financing statements in the offices specified on Schedule 4.17(a), the filing of appropriate filings in the United States Patent and Trademark Office and the proceeds thereoffilings specified on Schedule 4.17(a), or through the delivery of the Pledged Securities required to be delivered on the Closing Date, as the case may be, as security for the Obligations (as defined in the Guarantee and Collateral Agreement) under the laws of the United StatesObligations, in each case prior and superior in right to any other Person (except (i) in the case of Collateral with respect to Liens permitted by Section 7.3 other than Pledged Stock, Permitted Liens clause (cc) thereof) to the extent required by the Guarantee and (ii) in the case of Pledged Stock, statutory Liens or nonconsensual Liens); and Collateral Agreement. (b) when executedUpon the execution and delivery of any Mortgage to be executed and delivered pursuant to Section 6.8(b), each of the such Mortgage Amendments will shall be effective to continue create in favor of the Administrative Agent, Collateral Agent for the benefit of the Lenders, Secured Parties a legal, legal and valid and enforceable Lien on the Mortgaged Properties mortgaged property described therein and proceeds thereof, ; and when the such Mortgage Amendments are accepted for recording is filed in the applicable recording officesoffice designated by the Borrower, each such Mortgage shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in the Mortgaged Properties such mortgaged property and the proceeds thereof, as security for the Obligations (as defined in the relevant Mortgage), in each case prior and superior in right to any other Person (except for any Permitted Lien with respect to Liens permitted by Section 7.3 other than Liens securing Indebtedness). Schedule 1.1F lists, as of the Restatement Effective Date, each parcel of owned real property and each leasehold interest in real property located in the United States and held clause (cc) thereof) thereof or other encumbrances or rights permitted by the Borrower or any of its Subsidiaries that has a value, in the reasonable opinion of the Borrower, in excess of $5,000,000relevant Mortgage).

Security Documents. (a) The Guarantee and Collateral Agreement is effective to create in favor of the Administrative Agent, Agent (for the benefit of the Secured Parties (as defined in the Guarantee and Collateral Agreement), Parties) a legal, valid and enforceable security interest in the Collateral described therein and proceeds thereof. In the case of the Pledged Stock as defined and Collateral described in the Guarantee and Collateral Agreement, when stock certificates or promissory notes, as applicable, representing such Pledged Stock Collateral are delivered to the Administrative Agent (together with transfer powers or endorsements executed in blank), in the case of Deposit Accounts, when Deposit Account Control Agreements are entered into by the Administrative Agent, and in the case of the other Collateral described in the Guarantee and Collateral Agreement as of the Restatement Effective Date(other than registered copyrights and copyright applications), when financing statements and other filings specified described on Schedule 4.17 in appropriate form 3.17 are filed in the offices specified on Schedule 4.17 to the extent such filings are effective to perfect a security interest in such Collateral3.17, the Guarantee and Collateral Agreement Administrative Agent (for the benefit of the Secured Parties) shall constitute have a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral and and, subject to Section 9-315 of the New York Uniform Commercial Code, the proceeds thereof, as security for the Obligations (Obligations, in each case to the extent security interests in such Collateral can be perfected by delivery of such certificates or notes, as defined in applicable, representing Pledged Collateral, the Guarantee and Collateral Agreement) under execution of Deposit Account Control Agreements or the laws of the United Statesfiling Uniform Commercial Code financing statements, as applicable, in each case prior and superior in right to any other Person person (except (i) in the case Liens expressly permitted by Section 6.02 and Liens having priority by operation of Collateral other than Pledged Stock, Permitted Liens and (ii) in the case of Pledged Stock, statutory Liens or nonconsensual Lienslaw); and . (b) when executedWhen the Collateral Agreement or a summary thereof is properly filed in the United States Copyright Office or the United States Patent and Trademark Office, each as applicable, the Administrative Agent (for the benefit of the Mortgage Amendments will Secured Parties) shall have a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties thereunder in the registered copyrights and copyright applications, in each case prior and superior in right to any other person except Liens expressly permitted by Section 6.02 and Liens having priority by operation of law (it being understood that subsequent recordings in the United States Copyright Office or United States Patent and Trademark Office, as the case may be, may be necessary to perfect a lien on registered copyrights and copyright applications acquired by the grantors after the Closing Date). (c) The Mortgages shall be effective to continue create in favor of the Administrative Agent, Agent (for the benefit of the Lenders, Secured Parties) a legal, valid and enforceable Lien on all of the Loan Parties’ right, title and interest in and to the Mortgaged Properties described therein Property thereunder and the proceeds thereof, and when the Mortgage Amendments such Mortgages are accepted for recording filed or recorded in the applicable proper real estate filing or recording offices, each such Mortgage the Administrative Agent (for the benefit of the Secured Parties) shall constitute have a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such Mortgaged Property and, to the Mortgaged Properties and extent applicable, subject to Section 9-315 of the Uniform Commercial Code, the proceeds thereof, as security for the Obligations (as defined in the relevant Mortgage), in each case prior and superior in right to any other Person (except for any Permitted Lien person, other than with respect to the rights of a person pursuant to Liens securing Indebtedness). Schedule 1.1F lists, as expressly permitted by Section 6.02 and Liens having priority by operation of the Restatement Effective Date, each parcel of owned real property and each leasehold interest in real property located in the United States and held by the Borrower or any of its Subsidiaries that has a value, in the reasonable opinion of the Borrower, in excess of $5,000,000law.

Security Documents. (a) The Guarantee Vessel Mortgage (together with the Deed of Covenants) in favor of the Collateral Agent executed and delivered on the Closing Date, for the benefit of the Secured Parties, is effective to create a legal, valid and enforceable Lien on all the applicable Loan Party’s right, title and interest in and to the whole of the Mortgaged Vessel covered thereby and the proceeds thereof, and when the Vessel Mortgage (together with the Deed of Covenants) is registered in accordance with the laws of the Bahamas, the Vessel Mortgage (together with the Deed of Covenants) shall constitute (x) a first priority “statutory mortgage” on the Mortgaged Vessel covered thereby in favor of the Collateral Agent for the benefit of the Secured Parties in accordance with the Merchant Shipping Act, Chapter 268 of the Statute Laws of the Bahamas and (y) a “preferred mortgage” within the meaning of ▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ Code, Section 31301(6)(B). (b) The Collateral Agreement, the Subsidiary Guarantor Pledge Agreement and each other Security Document specifically listed in the definition of such term is effective to create in favor of the Administrative Agent, Collateral Agent (for the benefit of the Secured Parties (as defined in the Guarantee and Collateral Agreement), Parties) a legal, valid and enforceable security interest in the Collateral described therein and proceeds thereoftherein. In the case of the any Pledged Stock as defined and described in the Guarantee and Collateral AgreementCollateral, when stock certificates or instruments, as applicable, representing such Pledged Stock Collateral are delivered to the Administrative AgentCollateral Agent (together with stock powers or other instruments of transfer duly executed in blank), and and, in the case of the other Collateral described in such Security Documents (other than registered copyright and copyright applications), when Uniform Commercial Code financing statements, other filings or instruments, notices and consents required under the Guarantee laws of any applicable jurisdiction and described in Schedule 3.17 (as amended from time to time) are filed, delivered or otherwise registered or recorded in the proper offices specified in Schedule 3.17, registries or government agencies (and, specifically (i) in the case of Collateral Agreement as consisting of rights under insurances, when the applicable underwriters shall have provided consent to the security interests therein created under the Security Documents, and (ii) in the case of Collateral consisting of rights under any management agreement or charter, when the applicable parties thereto (other than any Loan Parties) have provided consent to the Liens thereon created under the applicable Security Documents), the Collateral Agent (for the benefit of the Restatement Effective Date, when financing statements and other filings specified on Schedule 4.17 in appropriate form are filed in the offices specified on Schedule 4.17 to the extent such filings are effective to perfect a security interest in such Collateral, the Guarantee and Collateral Agreement Secured Parties) shall constitute have a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral and the proceeds thereof, as security for the Obligations (to the extent security interests in such Collateral can be perfected by delivery of such certificates or notes, as defined in applicable, representing the Guarantee Pledged Collateral, or the filing of the Uniform Commercial Code financing statements and Collateral Agreement) other filings and instruments required under the laws of the United Statesapplicable jurisdiction, in each case prior and superior in right to any other Person person (except (i) except, in the case of Collateral other than Pledged StockCollateral, Permitted Liens and Liens having priority by operation of law). (iic) When the Collateral Agreement or a short form thereof is filed in the case of Pledged StockUnited States Patent and Trademark Office and the United States Copyright Office, statutory the Liens or nonconsensual Liens); and (b) when executed, each of created by the Mortgage Amendments will be effective to continue in favor of the Administrative Agent, for the benefit of the Lenders, a legal, valid and enforceable Lien on the Mortgaged Properties described therein and proceeds thereof, and when the Mortgage Amendments are accepted for recording in the applicable recording offices, each such Mortgage Collateral Agreement shall constitute a fully perfected Lien Liens on, and security interest interests in, all right, title and interest of the Loan Parties grantors thereunder in the Mortgaged Properties and the proceeds thereof, as security for the Obligations Patents (as defined in the relevant Mortgage)Collateral Agreement) registered or applied for with the United States Patent and Trademark Office or Copyrights (as defined in such Collateral Agreement) registered or applied for with the United States Copyright Office, as the case may be, in each case prior and superior in right subject to any other Person (except for any Permitted Lien no Liens other than Liens securing Indebtedness). Schedule 1.1F lists, as of the Restatement Effective Date, each parcel of owned real property and each leasehold interest in real property located in the United States and held by the Borrower or any of its Subsidiaries that has a value, in the reasonable opinion of the Borrower, in excess of $5,000,000Permitted Liens.

Security Documents. (a) The Guarantee and Collateral Agreement is effective to create in favor of the Administrative Collateral Agent, for the benefit of the Secured Parties (as defined in the Guarantee and Collateral Agreement)Parties, a legal, valid and enforceable security interest in the Collateral described therein and proceeds thereof. In the case of the Pledged Stock as defined and described in the Guarantee and Collateral AgreementAgreement that is a certificated security, when stock certificates representing such Pledged Stock are delivered to the Administrative Collateral Agent, and in the case of the other Collateral described in the Guarantee and Collateral Agreement as of the Restatement Effective DateAgreement, when financing statements and other filings specified on Schedule 4.17 in appropriate form and actions contemplated to be made or taken by the Guarantee and Collateral Agreement are filed in the offices specified on Schedule 4.17 to the extent such filings are effective to perfect a security interest in such Collateralmade or taken, the Guarantee and Collateral Agreement shall constitute to the extent contemplated by the Guarantee and Collateral Agreement, a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral and the proceeds thereof, as security for the Obligations (as defined in the Guarantee and Collateral Agreement) under the laws of the United States), in each case prior and superior in right to any other Person (except (i) except, in the case of Collateral other than Pledged Stock, Permitted Liens and (ii) in the case of Pledged Stock, statutory Liens or nonconsensual Lienspermitted by Section 6.03); and . (b) when executed, each of the Each Mortgage Amendments will be that has been executed and delivered by a Loan Party is effective to continue create in favor of the Administrative Collateral Agent, for the benefit of the LendersSecured Parties, a legal, valid and enforceable Lien on the Mortgaged Properties properties described therein and proceeds thereof, the property description included in each such Mortgage is complete and correct in all material respects and, when the Mortgage Amendments Mortgages are accepted for recording filed in the applicable recording officesoffices specified on Schedule 3.17(b) (or, in the case of Mortgages delivered after the Closing Date, such filing offices as shall be notified by the Borrower to the Collateral Agent), each such Mortgage shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in the Mortgaged Properties and the proceeds thereof, as security for the Obligations (as defined in the relevant Mortgage), in each case prior and superior in right to any other Person (Person, except for any Permitted Lien other than Liens securing Indebtedness)permitted by Section 6.03. Schedule 1.1F lists, as of the Restatement Effective Date, 1.01B lists each parcel of owned real property and each leasehold interest in real property located in the United States and held owned in fee simple by the Borrower or any of its Subsidiaries that has a value, in the reasonable opinion Subsidiary as of the Borrower, in excess of $5,000,000Closing Date that meets the criteria specified on said Schedule.

Security Documents. (a) The Guarantee and Collateral Agreement is effective to create in favor of the Administrative Agent, for the benefit of the Secured Parties (as defined in the Guarantee and Collateral Agreement)Parties, a legal, valid and enforceable security interest in the Collateral described therein and proceeds thereof. In the case of the Pledged Stock as defined and described in the Guarantee and Collateral Agreement, when any stock certificates representing such Pledged Stock are delivered to the Administrative Agent, and in the case of the other Collateral described in the Guarantee and Collateral Agreement as of the Restatement Effective DateAgreement, when financing statements and other filings specified on Schedule 4.17 in appropriate form are filed in the offices specified on Schedule 4.17 4.19(a)-1 (which financing statements have been duly completed and delivered to the extent such filings are effective Administrative Agent), or, with respect to perfect a security interest after-acquired property, when the requirements set forth in such CollateralSection 6.10 have been complied with, the Guarantee and Collateral Agreement Administrative Agent shall constitute have a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral and the proceeds thereof, as security for the Obligations (as defined in the Guarantee and Collateral Agreement) under the laws of the United States), in each case prior and superior in right to any other Person (except (i) except, in the case of Collateral other than Pledged Stock, Permitted Liens permitted by Section 7.3), in each case to the extent required by the Guarantee and Collateral Agreement. As of the date hereof, Schedule 4.19(a)-2 lists each UCC Financing Statement that (i) names any Loan Party as debtor and (ii) in will remain on file after the case Closing Date. As of Pledged Stockthe date hereof, statutory Liens Schedule 4.19(a)-3 lists each UCC Financing Statement that (i) names any Loan Party as debtor and (ii) will be terminated on or nonconsensual Liens)prior to the Closing Date; and on or prior to the Closing Date, the Borrower will have delivered to the Administrative Agent (or will have made appropriate arrangements for the delivery thereof to the Administrative Agent), or caused to be filed, duly completed UCC termination statements, together with the authorization of the relevant secured party to file such termination statements, in respect of each UCC Financing Statement listed in Schedule 4.19(a)-3. (b) when executed, each Each of the Mortgage Amendments will be Mortgages is effective to continue create in favor of the Administrative Agent, for the benefit of the LendersSecured Parties, a legal, valid and enforceable Lien on the Mortgaged Properties described therein and proceeds thereof, ; and when the Mortgage Amendments Mortgages are accepted for recording filed in the applicable offices specified on Schedule 4.19(b) (in the case of the Mortgages to be executed and delivered pursuant to Section 6.12) or in the recording officesoffice designated by the Borrower (in the case of any Mortgage to be executed and delivered pursuant to Section 6.10(b)), each such Mortgage shall constitute the Administrative Agent will have a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in the Mortgaged Properties described therein and the proceeds thereof, as security for the Obligations (as defined in the relevant Mortgage), in each case prior and superior in right to any other Person (except for any Permitted Lien other than Persons holding Liens securing Indebtednessor other encumbrances or rights permitted by Section 7.3). Schedule 1.1F lists, as As of the Restatement Effective Closing Date, each parcel of owned real property and each leasehold interest the Mortgaged Properties constitute all fee interests in real property located in the United States and held by the Borrower or any Loan Party having a value (together with improvements thereof) of its Subsidiaries that has a value, in the reasonable opinion of the Borrower, in excess of at least $5,000,000.

Security Documents. (a) The Guarantee and Collateral Agreement is effective to create in favor of the Administrative Agent, for the benefit of the Secured Parties (as defined in the Guarantee and Collateral Agreement)Parties, a legal, valid and enforceable security interest in the Collateral as further described therein and proceeds thereof. In the case of of: (i) the Pledged Stock as defined and described in the Guarantee and Collateral Agreement, when stock certificates representing such Pledged Stock are delivered to the Administrative Agent, and in the case of the (ii) other Collateral as further described in the Guarantee and Collateral Agreement as of the Restatement Effective DateAgreement, when financing statements and other filings specified on Schedule 4.17 4.15(a) in appropriate form are filed in the offices specified on Schedule 4.17 4.15(a), and, (iii) property acquired after the date hereof any other action required pursuant to Section 6.11, the extent such filings are effective to perfect a security interest in such Collateral, created pursuant to the Guarantee and Collateral Agreement shall constitute a fully valid perfected Lien on, and security interest in, all right, title and interest of the Loan Parties interests in such Collateral and the proceeds thereofthereof (to the extent a security interest in such Collateral can be perfected through the filing of such financing statements and the delivery of such Pledged Stock or the taking of such actions required pursuant to Section 6.11), as security for the Obligations (as defined in the Guarantee and Collateral Agreement) under the laws of the United States), in each case prior and superior in right to any other Person (except (i) except, in the case of Collateral other than Pledged Stock, Permitted Liens and (ii) in the case of Pledged Stock, statutory Liens or nonconsensual Liens); and . (b) when executed, each Each of the Mortgage Amendments will be Mortgages is effective to continue create in favor of the Administrative Agent, for the benefit of the LendersSecured Parties, a legal, valid and enforceable Lien on security interest in the Mortgaged Properties as further described therein and proceeds thereof, and when the Mortgage Amendments Mortgages are accepted for recording filed in the applicable recording officesoffices specified on Schedule 4.15(b), each the security interest created pursuant to such Mortgage Mortgages shall constitute a fully valid perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in the such Mortgaged Properties and the proceeds thereof, as security for the Obligations (as defined in the relevant Mortgage), in each case prior and superior in right to any other Person (except for any Permitted Lien other than Liens securing IndebtednessLiens). Schedule 1.1F lists, as of the Restatement Effective Date, each parcel of owned real property and each leasehold interest in real property located in the United States and held by the Borrower or any of its Subsidiaries that has a value, in the reasonable opinion of the Borrower, in excess of $5,000,000.

Security Documents. (a) The Guarantee Each Lender hereby authorizes and Collateral Agreement is effective to create in favor of the Administrative Agent, for the benefit of the Secured Parties (as defined in the Guarantee and Collateral Agreement), a legal, valid and enforceable security interest in directs the Collateral described therein Agent to execute and proceeds thereof. In the case of the Pledged Stock as defined and described in the Guarantee and Collateral Agreement, when stock certificates representing such Pledged Stock are delivered to the Administrative Agent, and in the case of the other Collateral described in deliver the Guarantee and Collateral Agreement as and each other Security Document. Each Lender, by executing and delivering this Agreement, acknowledges receipt of the Restatement Effective Date, when financing statements and other filings specified on Schedule 4.17 in appropriate form are filed in the offices specified on Schedule 4.17 to the extent such filings are effective to perfect a security interest in such Collateral, copy of the Guarantee and Collateral Agreement shall constitute a fully perfected Lien on, and security interest in, all right, title approves and interest agrees to be bound by and to act in accordance with the terms and conditions of the Loan Parties in such Guarantee and Collateral Agreement and each other Security Document, specifically including (i) the provisions of Article VI of the Guarantee and Collateral Agreement (governing the exercise of remedies under the Security Documents and the distribution of the proceeds thereofrealized from such exercise), as security for (ii) the provisions of Article VIII of the Guarantee and Collateral Agreement (governing the manner in which acts of the Secured Parties are to be evidenced and the manner in which the amounts of the Obligations and the other Obligations (as defined in the Guarantee and Collateral Agreement) under are to be determined at any time), (iii) the laws provisions of Articles IX and X of the United States, in each case prior Guarantee and superior in right Collateral Agreement (relating to any other Person (except (i) in the case of Collateral other than Pledged Stock, Permitted Liens duties and (ii) in the case of Pledged Stock, statutory Liens or nonconsensual Liens); and (b) when executed, each responsibilities of the Mortgage Amendments will be effective to continue Collateral Agent and providing for the indemnification and the reimbursement of expenses of the Collateral Agent by the Lenders), (iv) the provisions of Article XI of the Guarantee and Collateral Agreement (providing for the subordination of certain Junior Liens (as defined therein) in favor of the Administrative Agent, for Secured Parties to the benefit of the Lenders, a legal, valid and enforceable Lien on the Mortgaged Properties described therein and proceeds thereof, and when the Mortgage Amendments are accepted for recording in the applicable recording offices, each such Mortgage shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in the Mortgaged Properties and the proceeds thereof, as security for the Obligations Applicable Senior Liens (as defined in therein)) and (v) the relevant Mortgage), in each case prior provisions of Section 13.13 of the Guarantee and superior in right to any other Person Collateral Agreement (except providing for any Permitted Lien other than Liens releases of Guarantees of and Collateral securing Indebtednessthe Obligations). Schedule 1.1F lists, as Each party hereto further agrees that the foregoing provisions of the Restatement Effective Date, Guarantee and Collateral Agreement shall apply to each parcel of owned real property and each leasehold interest in real property located in the United States and held by the Borrower or any of its Subsidiaries that has a value, in the reasonable opinion of the Borrower, in excess of $5,000,000other Security Document.

Security Documents. (a) The Guarantee and Collateral Agreement is effective to create in favor of the Administrative Agent, Agent for the benefit of the Secured Parties (as defined in the Guarantee and Collateral Agreement)Parties, a legal, valid and enforceable security interest in the Collateral described therein (including any proceeds of any item of Collateral) to the extent required by the Guarantee and proceeds thereofCollateral Agreement. In the case of (i) the Pledged Stock as defined and Securities described in the Guarantee and Collateral Agreement, when any stock certificates or notes, as applicable, representing such Pledged Stock Securities are delivered to the Administrative Agent, Agent and in the case of (ii) the other Collateral described in the Guarantee and Collateral Agreement as of the Restatement Effective DateAgreement, when financing statements and other filings specified on Schedule 4.17 in appropriate form are filed filed, within the time periods (if any) required by applicable law, in the offices specified on Schedule 4.17 (which financing statements have been duly completed and executed (as applicable) and delivered to the extent Administrative Agent) and such other filings as are effective to perfect a security interest in such Collateralspecified on Schedule 4.17 are made, the Guarantee and Collateral Agreement Administrative Agent shall constitute have a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral (including any proceeds of any item of Collateral) (to the extent a security interest in such Collateral can be perfected through the filing of financing statements in the offices specified on Schedule 4.17 and the proceeds thereoffilings specified on Schedule 4.17, and through the delivery of the Pledged Securities required to be delivered on the Closing Date), as security for the Obligations (as defined in the Guarantee and Collateral Agreement) under the laws of the United StatesObligations, in each case prior and superior in right to any other Person (except (i) in the case of Collateral other than Pledged Stock, Permitted Liens permitted by Section 7.3 and (ii) in Liens having priority by operation of law) to the case of Pledged Stock, statutory Liens or nonconsensual Liens); extent required by the Guarantee and Collateral Agreement. (b) when executedUpon the execution and delivery of any Mortgage to be executed and delivered pursuant to Section 6.8(b), each of the such Mortgage Amendments will shall be effective to continue create in favor of the Administrative Agent, Agent for the benefit of the Lenders, Secured Parties a legal, valid and enforceable Lien on the Mortgaged Properties mortgaged property described therein and proceeds thereof, ; and when the such Mortgage Amendments are accepted for recording is filed in the applicable recording officesoffice designated by the Borrower, each such Mortgage shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in the Mortgaged Properties such mortgaged property and the proceeds thereof, as security for the Obligations (as defined in the relevant Mortgage), in each case prior and superior in right to any other Person (except for any Permitted Lien other than Liens securing Indebtedness). Schedule 1.1F lists, as of the Restatement Effective Date, each parcel of owned real property and each leasehold interest in real property located in the United States and held permitted by Section 7.3 or other encumbrances or rights permitted by the Borrower or any of its Subsidiaries that has a value, in the reasonable opinion of the Borrower, in excess of $5,000,000relevant Mortgage).

Security Documents. (a) The Guarantee On the Closing Date, each Credit Party shall have duly authorized, executed and Collateral Agreement is effective to create in favor of the Administrative Agent, for the benefit of the Secured Parties (as defined in the Guarantee and Collateral Agreement), a legal, valid and enforceable security interest in the Collateral described therein and proceeds thereof. In the case of the Pledged Stock as defined and described in delivered the Guarantee and Collateral Agreement, when stock certificates representing which shall be in full force and effect, substantially in the form of Exhibit E (as amended, modified, restated, supplemented or extended from time to time, the “Guarantee and Collateral Agreement”) covering all of such Pledged Stock Credit Party’s Guarantee and Collateral Agreement Collateral, together with: (i) proper financing statements (Form UCC-1 or the equivalent) for filing under the UCC or other appropriate filing offices of each jurisdiction as may be necessary to perfect the security interests purported to be created by the foregoing Guarantee and Collateral Agreement; (ii) certified copies of requests for information or copies (Form UCC-11), or equivalent reports as of a recent date, listing all effective financing statements that name the Credit Parties as debtor and that are delivered filed in the jurisdictions referred to in clause (i) above, together with copies of such financing statements that name the Credit Parties as debtor (none of which shall cover any of the Collateral except (x) to the Administrative Agentextent evidencing Permitted Liens, and (y) those in respect of which the case Collateral Trustee shall have received termination statements (Form UCC-3) or such other termination statements as shall be required by local law fully executed for filing or (z) those in respect of the Indebtedness to be Refinanced); (iii) one or more, as applicable, short-form security agreements that may be filed with the United States Patent and Trademark Office or the United States Copyright Office for the grant of a security interest in patents, trademarks and copyrights, each in substantially the form attached to the Guarantee and Collateral Agreement; (iv) evidence of the completion of all other Collateral described in recordings and filings of, or with respect to, the Guarantee and Collateral Agreement as may be necessary to perfect and protect the security interests in Collateral intended to be created by the Guarantee and Collateral Agreement; (v) all certificated Equity Interests of the Restatement Effective DateCredit Parties constituting Guarantee and Collateral Agreement Collateral, when financing statements together with executed and undated endorsements for transfer relating thereto; (vi) evidence that all other filings specified on Schedule 4.17 in appropriate form are filed in the offices specified on Schedule 4.17 to the extent such filings are effective actions necessary to perfect a and protect the security interest interests in such CollateralCollateral purported to be created by the Guarantee and Collateral Agreement have been taken, and the Guarantee and Collateral Agreement shall constitute a fully perfected Lien on, be in full force and security interest in, all right, title effect; (vii) certificates of insurance and interest of endorsements naming the Loan Parties in such Collateral and the proceeds thereofTrustee as an additional insured or loss payee, as security for the Obligations case may be, under all insurance policies maintained with respect to the Collateral; and (as defined in b) Notwithstanding anything herein to the Guarantee and Collateral Agreement) under the laws of the United Statescontrary, in each case prior and superior in right it is understood that, other than with respect to any other Person (except (i) in the case of Collateral other than Pledged Stockany UCC Filing Collateral, Permitted Liens and (ii) in Stock Certificates of the case of Pledged Stock, statutory Liens or nonconsensual Liens); Borrower and its Wholly-Owned Domestic Subsidiaries and (biii) when executed, each any Collateral upon which a Lien may be perfected by the filing of the Mortgage Amendments will be effective to continue in favor of the Administrative Agent, for the benefit of the Lenders, a legal, valid and enforceable Lien on the Mortgaged Properties described therein and proceeds thereof, and when the Mortgage Amendments are accepted for recording in the applicable recording offices, each such Mortgage shall constitute a fully perfected Lien on, and short-form security interest in, all right, title and interest of the Loan Parties in the Mortgaged Properties and the proceeds thereof, as security for the Obligations (as defined in the relevant Mortgage), in each case prior and superior in right to any other Person (except for any Permitted Lien other than Liens securing Indebtedness). Schedule 1.1F lists, as of the Restatement Effective Date, each parcel of owned real property and each leasehold interest in real property located in agreement with the United States Patent and held by Trademark Office or the Borrower United States Copyright Office, to the extent (x) any UCC searches are not received or (y) any of its Subsidiaries that has a value, in Lien on any Collateral is not provided and/or perfected on the reasonable opinion of Closing Date after the Borrower’s use of commercially reasonable efforts to do so, the receipt of such UCC searches and the provision and/or perfection of a Lien on such Collateral shall not constitute a condition precedent for purposes of this Section 6.07, but shall instead be required to be delivered after the Closing Date in excess of $5,000,000accordance with Section 13.16.

Security Documents. (a) The Guarantee and Collateral Agreement is effective to create in favor of the Administrative Collateral Agent, for the ratable benefit of the Secured Parties (as defined in the Guarantee and Collateral Agreement)Parties, a legal, valid valid, binding and enforceable security interest in the Collateral described therein and proceeds thereof. In thereof and (i) in the case of the Pledged Stock as defined and described in Collateral, upon the Guarantee and Collateral Agreement, earlier of (A) when stock certificates representing such Pledged Stock are Collateral is delivered to the Administrative Agent, Collateral Agent and in the case of the other Collateral described in the Guarantee and Collateral Agreement as of the Restatement Effective Date, (B) when financing statements and other filings specified on Schedule 4.17 in appropriate form are filed in the offices specified on Schedule 4.17 3.19(a) and (ii) in the case of all other Collateral described therein (other than Intellectual Property Collateral (except to the extent such filings that Article 9 of the UCC is applicable to the perfection of Liens therein), deposit accounts and other Collateral that may not be perfected solely by filing a financing statement), when financing statements in appropriate form are effective to perfect a security interest filed in such Collateralthe offices specified on Schedule 3.19(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 Secured Parties in such Collateral and the proceeds thereof, as security for the Obligations (as defined in the Guarantee and Collateral Agreement) under the laws of the United StatesObligations, in each case prior and superior in right to the rights of any other Person person (except (i) except, in the case of all Collateral other than Pledged StockCollateral, for Permitted Liens and (ii) except, in the case of Pledged StockCollateral, statutory Liens or nonconsensual for non-consensual Permitted Liens); and . (b) when executed, each of the Mortgage Amendments will be The Pledge and Security Agreement is effective to continue create in favor of the Administrative Collateral Agent, for the ratable benefit of the LendersSecured Parties, a legal, valid valid, binding and enforceable security interest in the Collateral described therein and proceeds thereof and in the case of the Pledged Equity Interest (as such term is used in the Pledge and Security Agreement). Upon filing of a financing statement in office of the Secretary of State of the State of Delaware, the Lien created under the Pledge and Security Agreement shall constitute a perfected Lien on, and security interest in that portion of the Pledged Equity Interest (as such term is used in the Pledge and Security Agreement) in which a security interest may be perfected by filing a financing statement in such office in Delaware, and proceeds thereof, as security for the Obligations, in each case prior and superior to the rights of any other person, except Permitted Liens that are contractually or by operation of law pari passu or prior to the security interest that may be perfected by the filing described in this paragraph (“Permitted Prior Liens”). (c) The Mortgage 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 on, and security interest in, all of the Loan Parties’ right, title and interest in and to the Site and the other Mortgaged Properties described therein Property thereunder and proceeds thereof, and when the such Mortgage Amendments are accepted for recording is filed or recorded in the applicable filing or recording officesoffice, each such Mortgage shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties grantors thereof in the such Mortgaged Properties Property and the proceeds thereof, as security for the Obligations (as defined in the relevant Mortgage)Obligations, in each case prior and superior in right to any other Person person (except for any Permitted Prior Liens). (d) The Control Agreements are effective to create in favor of the Collateral Agent, for the ratable benefit of the Secured Parties, a legal, valid, binding and enforceable Lien other than Liens securing Indebtedness). Schedule 1.1F listson, and security interest in, all of the Loan Parties’ right, title and interest in and to each deposit account or securities account of a Loan Party and proceeds thereof, as security for the Obligations, in each case prior and superior to the rights of the Restatement Effective Date, each parcel of owned real property and each leasehold interest in real property located in the United States and held by the Borrower or any of its Subsidiaries that has a valueother person (except, in the reasonable opinion case of the Borrowerall Collateral other than Pledged Collateral, for Permitted Liens and except, in excess the case of $5,000,000Pledged Collateral, for non-consensual Permitted Prior Liens).

Security Documents. (a) The Guarantee and Collateral Agreement is effective to create in favor of the Administrative Agent, for the benefit of the Secured Parties (as defined in the Guarantee and Collateral Agreement)Parties, a legal, valid and enforceable security interest in the Collateral described therein and proceeds thereof. In the case of the Pledged Stock as defined and described in the Guarantee and Collateral Agreement, when stock certificates representing such Pledged Stock are having been delivered to the Administrative Agent, and together with proper endorsements executed in blank and, in the case of the other UCC Filing Collateral described in the Guarantee and Collateral Agreement as of the Restatement Effective DateAgreement, when financing statements and other filings specified on Schedule 4.17 4.19(a) in appropriate form are having been filed in the offices specified on Schedule 4.17 to the extent such filings are effective to perfect a security interest in such Collateral4.19(a), the Guarantee and Collateral Agreement shall constitute Agreement, except as otherwise provided therein, constitutes a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral and the proceeds thereof, as security for the Obligations (as defined in the Guarantee and Collateral Agreement) under the laws of the United States), in each case prior and superior in right to any other Person other than Liens permitted under Section 7.3 (except (i) in the case of Collateral other than Pledged Stock, Permitted Liens and (ii) in the case of Pledged Stock, statutory Liens or nonconsensual LiensSection 7.3(j); and ). (b) when executedEach Mortgage (as amended by the respective Mortgage Amendment, each of the Mortgage Amendments will be if any) is effective to continue create in favor of the Administrative Agent, for the benefit of the LendersSecured Parties, a legal, valid and enforceable Lien on the Mortgaged Properties described therein and proceeds thereof, and when the Mortgages or Mortgage Amendments Amendments, as applicable, are accepted for recording filed in the applicable recording officesoffices specified on Schedule 4.19(b), each such Mortgage or Existing Mortgage (as amended by the respective Mortgage Amendment), as the case may be, shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in the such Mortgaged Properties and the proceeds thereof, as security for the Obligations (as defined in the relevant MortgageMortgage or Existing Mortgage (as amended by the respective Mortgage Amendment)), in each case prior and superior in right to any other Person (except for any Permitted Lien other than Liens securing Indebtednesspermitted under Section 7.3 (except Section 7.3(j)). Schedule 1.1F lists, as of the Restatement Effective Date, 1.1 lists each parcel of owned real property and each leasehold interest in real property located in the United States and held owned in fee simple by the Borrower or any of its Subsidiaries that as of the Effective Date which, as of such date, has a value, in the reasonable opinion of the Borrower, in excess of $5,000,0001,000,000.

Security Documents. (ai) The Guarantee and Collateral Agreement is Security Documents are effective to create in favor of the Administrative Agent, Agent for the benefit of the Secured Parties (as defined in the Guarantee and Collateral Agreement)referred to therein, a legal, valid and enforceable security interest (except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, or similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law) and the implied covenants of good faith and fair dealing) in the Collateral described therein and (including any proceeds thereofof any item of Collateral) to the extent required by the Security Documents. In the case of (i) the Pledged Stock as defined and Securities described in the Guarantee and Collateral Security Agreement, when any stock certificates or notes, as applicable, representing such Pledged Stock Securities are delivered to the Administrative Agent, Agent (or held in trust therefore by any gratuitous bailee pursuant to the terms of the Subordination Agreement) and in the case of (ii) the other Collateral described in the Guarantee and Collateral Agreement as of the Restatement Effective DateSecurity Documents, when financing statements and other filings specified on Schedule 4.17 in appropriate form are filed filed, within the time periods (if any) required by applicable law, in the offices specified on Schedule 4.17 5.17 (which financing statements have been duly completed and executed (as applicable) and delivered to the extent Agent) and such other filings as are effective to perfect a security interest in such Collateralspecified on Schedule 5.17 are made, the Guarantee and Collateral Agreement Agent shall constitute have a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral (including any proceeds of any item of Collateral) (to the extent a security interest in such Collateral can be perfected through the filing of financing statements in the offices specified on Schedule 5.17 and the proceeds thereoffilings specified on Schedule 5.17, and through the delivery of the Pledged Securities required to be delivered on the Closing Date), as security for the Obligations (as defined in the Guarantee and Collateral Agreement) under the laws of the United States, in each case prior and superior in right to any other Person (except (i) in the case of Collateral other than Pledged Stock, Permitted Liens and Obligations. (ii) in Upon the case execution and delivery of Pledged Stockany Mortgage to be executed and delivered pursuant to Section 6.11(b), statutory Liens or nonconsensual Liens); and (b) when executed, each of the such Mortgage Amendments will shall be effective to continue create in favor of the Administrative Agent, Agent for the benefit of the Lenders, Secured Parties a legal, valid and enforceable Lien on the Mortgaged Properties mortgaged property described therein and proceeds thereof, ; and when the such Mortgage Amendments are accepted for recording is filed in the applicable recording officesoffice designated by the Borrower, each such Mortgage shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in the Mortgaged Properties such mortgaged property and the proceeds thereof, as security for the Obligations (as defined in the relevant Mortgage), in each case prior and superior in right to any other Person (except for any Permitted Lien subject to the Subordination Agreement), Liens permitted by Section 7.01 or other than Liens securing Indebtedness). Schedule 1.1F lists, as of the Restatement Effective Date, each parcel of owned real property and each leasehold interest in real property located in the United States and held encumbrances or rights permitted by the Borrower or any of its Subsidiaries that has a value, in the reasonable opinion of the Borrower, in excess of $5,000,000relevant Mortgage).

Security Documents. (a) The Guarantee When executed and Collateral Agreement is delivered, the Pledge Agreements will be effective to create in favor of the Administrative Agent, Collateral Agent for the benefit of the Secured Parties (as defined in the Guarantee Creditors, legal and Collateral Agreement), a legal, valid and enforceable security interest interests in the Collateral described therein and proceeds thereof. In the case of the Pledged Stock as defined and Securities to the extent represented by certificated securities (the “Certificated Pledged Stock”) described in the Guarantee and Collateral AgreementPledge Agreements, when stock certificates representing such Certificated Pledged Stock are delivered to the Administrative Collateral Agent, and in the case of the other Collateral described in the Guarantee and Collateral Agreement as of the Restatement Effective DatePledge Agreements, when financing statements and other filings specified on Schedule 4.17 6.11 in appropriate form are filed in the offices specified on Schedule 4.17 to 6.11 and Borrowers receive proceeds of the extent such filings are effective to perfect a security interest in such CollateralLoans on the Initial Borrowing Date, each of the Guarantee and Collateral Agreement Pledge Agreements shall constitute a fully perfected Lien (to the extent such Lien can be perfected by filing, recording, registration or, with respect to the Certificated Pledged Stock, possession) on, and security interest in, all right, title and interest of the Loan Credit Parties in such Collateral and the proceeds thereof, as security for the Obligations (as defined in the Guarantee and Collateral Agreement) under the laws of the United StatesPledge Agreements), in each case prior and superior in right to any other Person (except (i) except, in the case of Collateral other than Certificated Pledged Stock, Permitted Liens permitted by Section 8.1, and only to the extent that priority can be obtained by filing). (iib) in In the case of the Pledged StockSecurities described in any Other Pledge Agreement, statutory Liens or nonconsensual Lienswhen stock certificates (and, as required by French law, a duly signed statement of pledge (déclaration ▇▇ ▇▇▇▇); ) are delivered to Collateral Agent if any are issued immediately and (b) when executedall other conditions required therein are met, each Other Pledge Agreement and signed statement of the Mortgage Amendments will be effective to continue in favor of the Administrative Agent, for the benefit of the Lenders, a legal, valid and enforceable Lien on the Mortgaged Properties described therein and proceeds thereof, and when the Mortgage Amendments are accepted for recording in the applicable recording offices, each such Mortgage pledge shall constitute a fully perfected (to the extent such concept exists in the relevant jurisdiction) Lien on, and security interest in, all right, title and interest of the Loan Credit Parties in the Mortgaged Properties such Pledged Securities and the proceeds thereof, as security for the Obligations (as defined in the relevant Mortgagesuch Other Pledge Agreement), in each case prior and superior in right to any other Person (except for any Permitted Lien other than Liens securing Indebtedness). Schedule 1.1F lists, as of the Restatement Effective Date, each parcel of owned real property and each leasehold interest in real property located in the United States and held permitted by the Borrower or any of its Subsidiaries that has a value, in the reasonable opinion of the Borrower, in excess of $5,000,000Section 8.1.

Security Documents. (a) The Guarantee and Collateral Agreement Each Security Document (other than the Mortgages) is effective to create in favor of the Administrative Agent, Collateral Agent for the benefit of the Secured Parties (as defined in the Guarantee and Collateral Agreement)specified therein, a legal, valid and enforceable security interest and Lien in the Collateral described therein and proceeds thereof. In the case of the Pledged Stock Stock, as defined and described in the Guarantee and Collateral Agreement, when stock certificates representing such Pledged Stock are delivered to the Administrative Collateral Agent, and in the case of the other Collateral described in the Guarantee and Collateral Agreement as of the Restatement Effective DateSecurity Documents, when financing statements and other filings specified on Schedule 4.17 5.19(a) in appropriate form are filed in the offices specified on Schedule 4.17 to the extent such filings are effective to perfect a security interest in such Collateral5.19(a), the Guarantee and Collateral Agreement and the other Security Documents shall constitute create a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties party thereto in such Collateral and the proceeds thereof, as security for the Obligations (as defined in the Guarantee and Collateral Agreement) under the laws of the United Statesreferred to therein, in each case prior and superior in right to any other Person (except (i) except, in the case of Collateral other than Pledged StockStock (which may be subject to Liens for certain Statutory Prior Claims), Permitted Liens and (ii) permitted by Section 8.3). As of the Closing Date, there are no Statutory Prior Claims that encumber any Pledged Stock except for certain inchoate Canadian Statutory Prior Claims in respect of amounts not yet past due that could affect the case Capital Stock of Pledged Stock, statutory Liens or nonconsensual Liens); and the Canadian Borrower. (b) when executed, each Each of the Mortgage Amendments Mortgages executed and delivered after the Closing Date will be effective to continue create in favor of the Administrative Collateral Agent, for the benefit of the LendersSecured Parties specified therein, a legal, valid and enforceable Lien on the Mortgaged Properties described therein and proceeds thereof, and when the Mortgage Amendments Mortgages are accepted for recording filed or registered in the applicable recording officesoffices specified on Schedule 5.19(b), each such Mortgage shall constitute create a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in the Mortgaged Properties and the proceeds thereofthereof described in each of the Mortgages, as security for the Obligations (as defined in the relevant Mortgage), in each case prior and superior in right to any other Person (Person, except for any Permitted Lien other than Liens securing Indebtedness)permitted by Section 8.3. Schedule 1.1F 1.1 lists, as of the Restatement Effective Closing Date, each parcel site of owned real property and each leasehold interest in real property located in the United States and held by the Borrower Cedar Fair LP or any of its Subsidiaries that has a value, in the reasonable opinion of the Borrower, in excess of $5,000,000Subsidiaries.

Security Documents. (a) The Guarantee and Collateral Agreement is effective to create in favor Counterparts of the Administrative Subsidiary Guarantee executed by each Domestic Subsidiary, counterparts of an amendment (in form and substance acceptable to the Agent, for ) to the benefit Share Pledge Agreement and counterparts of the Secured Parties (as defined in the Guarantee and Collateral Agreement), a legal, valid and enforceable security interest in the Collateral described therein and proceeds thereof. In the case Security Agreement signed on behalf of the Pledged Stock as defined and described in Obligors party thereto, together with the Guarantee and Collateral Agreement, when stock following: (i) certificates representing such Pledged Stock are delivered to all the Administrative Agent, and in the case outstanding Capital Securities of the other Collateral described in the Guarantee and Collateral Agreement each Subsidiary owned by or on behalf of any Obligor as of the Restatement Effective Date, when financing statements and other filings specified on Schedule 4.17 in appropriate form are filed in Closing Date (except that certificates representing Capital Securities of any foreign Subsidiary may be limited to 65% of the offices specified on Schedule 4.17 to the extent outstanding equity interest of such filings are effective to perfect a security interest in such Collateral, the Guarantee and Collateral Agreement shall constitute a fully perfected Lien onforeign Subsidiary), and security interest instock powers and instruments of transfer, all rightendorsed in blank, title and interest of the Loan Parties in with respect to such Collateral and the proceeds thereof, as security for the Obligations (as defined in the Guarantee and Collateral Agreement) under the laws of the United States, in each case prior and superior in right to any other Person (except (i) in the case of Collateral other than Pledged Stock, Permitted Liens and stock certificates; (ii) the results of the search of the UCC (or equivalent) and tax Liens and judgment Liens made with respect to the Obligors and any predecessor company identified pursuant to the Security Agreement in each jurisdiction (A) in which each Obligor and each predecessor company is organized and (B) in respect of tax Liens and judgment Liens, where each Obligor and each predecessor company has its chief executive office or has had its chief executive office within the case of Pledged Stock, statutory Liens or nonconsensual Liens)last four months prior to the Closing Date; and (b) when executed, each copies of the Mortgage Amendments financing statements (or other documents) disclosed by such search and evidence that the Liens indicated by such financing statements (or similar documents) are permitted by Section 8.06 or have been released or, simultaneously with the initial extensions of credit hereunder, will be effective released; (iii) subject to continue in favor the terms of the Administrative AgentSecurity Agreement, (A) such other executed documentation as the Agent may deem necessary to perfect and protect its Liens, including intellectual property assignments for the benefit of the Lendersall intellectual property pledged as Collateral, a legalsubordination agreements and control agreements with respect to all deposit, valid and enforceable Lien on the Mortgaged Properties described therein and proceeds thereof, and when the Mortgage Amendments are accepted for recording in the applicable recording offices, each such Mortgage shall constitute a fully perfected Lien on, commodity and security interest in, account and (B) all right, title and interest other Collateral the possession of which is necessary to perfect the Loan Parties in Lien therein; and (iv) written evidence that appropriate UCC financing statements necessary to protect the Mortgaged Properties and Liens under the proceeds thereof, as security for the Obligations (as defined in the relevant Mortgage), in each case prior and superior in right to any other Person (except for any Permitted Lien other than Liens securing Indebtedness). Schedule 1.1F lists, as of the Restatement Effective Date, each parcel of owned real property and each leasehold interest in real property located in the United States and held by the Borrower or any of its Subsidiaries that has a value, in the reasonable opinion of the Borrower, in excess of $5,000,000Security Agreement have been recorded.

Security Documents. (a) The Guarantee and Collateral Agreement is Security Documents are effective to create in favor of the Administrative Agent, Agent for the benefit of the Secured Parties (as defined in the Guarantee and Collateral Agreement)referred to therein, a legal, valid and enforceable security interest (except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, or similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law) and the implied covenants of good faith and fair dealing) in the Collateral described therein and (including any proceeds thereofof any item of Collateral) to the extent required by the Security Documents. In the case of (i) the Pledged Stock as defined and Securities described in the Guarantee and Collateral Security Agreement, when any stock certificates or notes, as applicable, representing such Pledged Stock Securities are delivered to the Administrative Agent, Term Agent (as agent for the Agent pursuant to the Intercreditor Agreement) and in the case of (ii) the other Collateral described in the Guarantee and Collateral Agreement as of the Restatement Effective DateSecurity Documents, when financing statements and other filings specified on Schedule 4.17 in appropriate form are filed filed, within the time periods (if any) required by applicable law, in the offices specified on Schedule 4.17 5.17 (which financing statements have been duly completed and executed (as applicable) and delivered to the extent Agent) and such other filings as are effective to perfect a security interest in such Collateralspecified on Schedule 5.17 are made, the Guarantee and Collateral Agreement Agent shall constitute have a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral (including any proceeds of any item of Collateral) (to the extent a security interest in such Collateral can be perfected through the filing of financing statements in the offices specified on Schedule 5.17 and the proceeds thereoffilings specified on Schedule 5.17, and through the delivery of the Pledged Securities required to be delivered on the Closing Date), as security for the Obligations (as defined in the Guarantee and Collateral Agreement) under the laws of the United StatesObligations, in each case prior and superior in right to any other Person (except (i) Liens in favor of the Term Agent, (ii) in the case of Collateral other than Pledged StockSecurities, Permitted Liens permitted by Section 7.01 and (iiiii) in Liens having priority by applicable Requirements of Law) to the case of Pledged Stock, statutory Liens or nonconsensual Liens); and extent required by the Security Documents. (b) when executedUpon the execution and delivery of any Mortgage to be executed and delivered pursuant to Section 4.01(m) and Section 6.11(b), each of the such Mortgage Amendments will shall be effective to continue create in favor of the Administrative Agent, Agent for the benefit of the Lenders, Secured Parties a legal, valid and enforceable Lien on the Mortgaged Properties mortgaged property described therein and proceeds thereof, ; and when the such Mortgage Amendments are accepted for recording is filed in the applicable recording officesoffice designated by the Borrower, each such Mortgage shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in the Mortgaged Properties such mortgaged property and the proceeds thereof, as security for the Obligations (as defined in the relevant Mortgage), in each case prior and superior in right to any other Person (except for any Permitted Lien other than the Term Agent, Liens securing Indebtedness). Schedule 1.1F listspermitted by Section 7.01, as of the Restatement Effective Date, each parcel of owned real property and each leasehold interest in real property located in the United States and held or other encumbrances or rights permitted by the Borrower or any of its Subsidiaries that has a value, in the reasonable opinion of the Borrower, in excess of $5,000,000relevant Mortgage).

Security Documents. The Security Documents, (ai) The Guarantee when executed and Collateral Agreement is effective to delivered, will create in favor of the Administrative Agent, for the benefit of the Secured Parties (as defined in the Guarantee and Collateral Agreement)Lender, a legal, valid and enforceable security first priority Lien on all of Borrower’s right, title and interest in and to the Collateral described therein and the proceeds thereof. In thereof and (ii) from and after the case of the Pledged Stock as defined and described in the Guarantee and Collateral Agreement, when stock certificates representing such Pledged Stock are delivered to the Administrative Agent, and in the case of the other Collateral described in the Guarantee and Collateral Agreement as of the Restatement First Amendment Effective Date, will create in favor of Lender, a legal, valid and enforceable Lien on all of Borrower’s right, title and interest in and to the Inventory Collateral and the proceeds thereof, (in each case subject only to Permitted Liens), and when financing statements and other filings specified on Schedule 4.17 in appropriate form the Security Documents are filed in the offices specified on Schedule 4.17 to the extent such filings are effective to perfect a security interest in such Collateral2.10 hereto, the Guarantee proper amount of mortgage recording or similar taxes (if any and if not paid as a result of an exemption under 11 U.S.C. 1146(c)) are paid and when the UCC financing statements relating to fixtures, Assigned Lease Proceeds, Inventory Collateral Agreement and all Proceeds (as defined in the UCC) [relating to]of any of the foregoing are duly filed with the filing offices listed on Schedule 2.10 hereto and in Delaware, the Security Documents shall constitute a fully perfected Lien first priority Liens on, and fully perfected first priority (or, in the case of (x) Inventory Collateral, junior to the Liens in favor of the lenders under the Working Capital Facility and (y) the Additional Property, junior only to the Liens in favor of the mortgagee of such property (if any) as in effect as of the Closing Date) security interest interests in, all right, title and interest of Borrower in the Loan Parties in such Collateral and the Inventory Collateral and the proceeds thereof, as security for the Obligations (as defined in the Guarantee and Collateral Agreement) under the laws of the United States, in each case prior and superior in right subject only to any other Person (except (i) in the case of Collateral other than Pledged Stock, Permitted Liens and (ii) in the case of Pledged Stock, statutory Liens or nonconsensual Liens); and (b) when executed, each of the Mortgage Amendments will be effective to continue in favor of the Administrative Agent, for the benefit of the Lenders, a legal, valid and enforceable Lien on the Mortgaged Properties described therein and proceeds thereof, and when the Mortgage Amendments are accepted for recording in the applicable recording offices, each such Mortgage shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in the Mortgaged Properties and the proceeds thereof, as security for the Obligations (as defined in the relevant Mortgage), in each case prior and superior in right to any other Person (except for any Permitted Lien other than Liens securing Indebtedness). Schedule 1.1F lists, as of the Restatement Effective Date, each parcel of owned real property and each leasehold interest in real property located in the United States and held by the Borrower or any of its Subsidiaries that has a value, in the reasonable opinion of the Borrower, in excess of $5,000,000.

Security Documents. (a) The Guarantee and Collateral Agreement is Security Documents are effective to create in favor of the Administrative Agent, Agent for the benefit of the Secured Parties (as defined in the Guarantee and Collateral Agreement)referred to therein, a legal, valid and enforceable security interest (except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, or similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law) and the implied covenants of good faith and fair dealing) in the Collateral described therein and (including any proceeds thereofof any item of Collateral) to the extent required by the Security Documents. In the case of (i) the Pledged Stock as defined and Securities described in the Guarantee and Collateral Security Agreement, when any stock certificates or notes, as applicable, representing such Pledged Stock Securities are delivered to the Administrative Agent, and in the case of (ii) the other Collateral described in the Guarantee and Collateral Agreement as of the Restatement Effective DateSecurity Documents, when financing statements and other filings specified on Schedule 4.17 in appropriate form are filed filed, within the time periods (if any) required by applicable Law, in the offices specified on Schedule 4.17 5.17 (which financing statements have been duly completed and executed (as applicable) and delivered to the extent Agent) and such other filings as are effective to perfect a security interest in such Collateralspecified on Schedule 5.17 are made, the Guarantee and Collateral Agreement Agent shall constitute have a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral (including any proceeds of any item of Collateral) (to the extent a security interest in such Collateral can be perfected through the filing of financing statements in the offices specified on Schedule 5.17 and the proceeds thereoffilings specified on Schedule 5.17, and through the delivery of the Pledged Securities required to be delivered on the Closing Date), as security for the Obligations (as defined in the Guarantee and Collateral Agreement) under the laws of the United StatesObligations, in each case prior and superior in right to any other Person (except (i) in the case of Collateral other than Pledged StockSecurities, Permitted Liens permitted by Section 7.01 and (ii) in Liens having priority by applicable Requirements of Law) to the case of Pledged Stock, statutory Liens or nonconsensual Liens); and extent required by the Security Documents. (b) when executedUpon the execution and delivery of any Mortgage to be executed and delivered pursuant to Section 6.11(b), each of the such Mortgage Amendments will shall be effective to continue create in favor of the Administrative Agent, Agent for the benefit of the Lenders, Secured Parties a legal, valid and enforceable Lien on the Mortgaged Properties mortgaged property described therein and proceeds thereof, ; and when the such Mortgage Amendments are accepted for recording is filed in the applicable recording officesoffice designated by the Borrower, each such Mortgage shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in the Mortgaged Properties such mortgaged property and the proceeds thereof, as security for the Obligations (as defined in the relevant Mortgage), in each case prior and superior in right to any other Person (except for any Permitted Lien other than Liens securing Indebtedness). Schedule 1.1F lists, as of the Restatement Effective Date, each parcel of owned real property and each leasehold interest in real property located in the United States and held permitted by Section 7.01 or other encumbrances or rights permitted by the Borrower or any of its Subsidiaries that has a value, in the reasonable opinion of the Borrower, in excess of $5,000,000relevant Mortgage).

Security Documents. (a) The Guarantee and Collateral Agreement is Security Documents are effective to create in favor of the Administrative Agent, Agent for the benefit of the Secured Parties (as defined in the Guarantee and Collateral Agreement)referred to therein, a legal, valid and enforceable security interest (except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, or similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law) and the implied covenants of good faith and fair dealing) in the Collateral described therein and (including any proceeds thereofof any item of Collateral) to the extent required by the Security Documents. In the case of (i) the Pledged Stock as defined and Securities described in the Guarantee and Collateral Security Agreement, when any stock certificates or notes, as applicable, representing such Pledged Stock Securities are delivered to the Administrative Agent, Term Agent (as agent for the Agent pursuant to the Intercreditor Agreement) and in the case of (ii) the other Collateral described in the Guarantee and Collateral Agreement as of the Restatement Effective DateSecurity Documents, when financing statements and other filings specified on Schedule 4.17 in appropriate form are filed filed, within the time periods (if any) required by applicable law, in the offices specified on Schedule 4.17 5.17 (which financing statements have been duly completed and executed (as applicable) and delivered to the extent Agent) and such other filings as are effective to perfect a security interest in such Collateralspecified on Schedule 5.17 are made, the Guarantee and Collateral Agreement Agent shall constitute have a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral (including any proceeds of any item of Collateral) (to the extent a security interest in such Collateral can be perfected through the filing of financing statements in the offices specified on Schedule 5.17 and the proceeds thereoffilings specified on Schedule 5.17, and through the delivery of the Pledged Securities required to be delivered on the Closing Date), as security for the Obligations (as defined in the Guarantee and Collateral Agreement) under the laws of the United StatesObligations, in each case prior and superior in right to any other Person (except (i) Liens in favor of the Term Agent, (ii) in the case of Collateral other than Pledged StockSecurities, Permitted Liens permitted by Section 7.01 and (iiiii) in Liens permitted by Section 7.01 which otherwise, by operation of law or contract, have priority over the case of Pledged Stock, statutory Liens or nonconsensual Liens); and securing the Obligations) to the extent required by the Security Documents. (b) when executedUpon the execution and delivery of any Mortgage to be executed and delivered pursuant to Section 4.01(m) and Section 6.11(c), each of the such Mortgage Amendments will shall be effective to continue create in favor of the Administrative Agent, Agent for the benefit of the Lenders, Secured Parties a legal, valid and enforceable Lien on the Mortgaged Properties mortgaged property described therein and proceeds thereof, ; and when the such Mortgage Amendments are accepted for recording is filed in the applicable recording officesoffice designated by the Borrower, each such Mortgage shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in the Mortgaged Properties such mortgaged property and the proceeds thereof, as security for the Obligations (as defined in the relevant Mortgage), in each case prior and superior in right to any other Person (except for any Permitted Lien subject to the Intercreditor Agreement, Liens permitted by Section 7.01 or other than Liens securing Indebtedness). Schedule 1.1F lists, as of the Restatement Effective Date, each parcel of owned real property and each leasehold interest in real property located in the United States and held encumbrances or rights permitted by the Borrower or any of its Subsidiaries that has a value, in the reasonable opinion of the Borrower, in excess of $5,000,000relevant Mortgage).

Security Documents. The Purchaser shall have received each of the following documents executed by the parties thereto, which shall be satisfactory to the Purchaser in form and substance in all respects: (a) The Guarantee and Collateral Agreement is effective to create in favor of the Administrative Agent, for the benefit of the Secured Parties (as defined in the Guarantee and Collateral Agreement), a legal, valid and enforceable security interest in the Collateral described therein and proceeds thereof. In the case of the Pledged Stock as defined and described in the Guarantee and Collateral Security Agreement, when stock certificates representing duly executed by each Credit Party (other than the Restaurant Subsidiaries) existing on the Closing Date together with: (i) duly executed financing statements in proper form for filing under the Uniform Commercial Code in all such Pledged Stock are delivered jurisdictions as the Purchaser may deem necessary or desirable in order to perfect and protect the Administrative AgentLiens created by the Security Agreement, and in covering the case of the other Collateral described in the Guarantee and Collateral Agreement as of the Restatement Effective Date, when financing statements and other filings specified on Schedule 4.17 in appropriate form are filed in the offices specified on Schedule 4.17 to the extent such filings are effective to perfect a security interest in such Collateral, the Guarantee and Collateral Agreement shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral and the proceeds thereof, as security for the Obligations (as defined in the Guarantee and Collateral Security Agreement) under the laws of the United States, in each case prior and superior in right to any other Person (except (i) in the case of Collateral other than Pledged Stock, Permitted Liens and , (ii) stock certificates representing all of the issued and outstanding shares of Capital Stock of each such Credit Party's Subsidiaries existing on the Closing Date, accompanied by stock powers satisfactory to the Purchaser in form and substance duly executed by the respective Credit Party in blank, and any intercompany notes held by each such Credit Party, each accompanied by a bond power satisfactory to the Purchaser duly executed by such Credit Party in blank, (iii) an acknowledgment of the Security Agreement duly executed by each Subsidiary whose Capital Stock is pledged thereunder pursuant to preceding clause (ii), (iv) the promissory note of Mart▇▇ ▇▇ favor of the Parent, in the case principal amount of Pledged Stock$2,300,000, statutory Liens or nonconsensual Liens); accompanied by a bond power satisfactory to the Purchaser duly executed by the Parent in blank, and (v) such other instruments of assignment and other documents in respect of the Collateral as the Purchaser may request. (b) when executedThe Intellectual Property Security Agreement duly executed by each Credit Party (other than the Restaurant Subsidiaries) existing on the Closing Date, together with duly executed assignments in proper form for filing with the United States Patent and Trademark Office and any necessary state and foreign patent or trademark offices (as necessary). (c) A Blocked Account Agreement with respect to each Depositary Account listed in Schedule 4.25 hereto (other than Depositary Accounts of the Mortgage Amendments will be effective to continue in favor of the Administrative Agent, for the benefit of the Lenders, a legal, valid and enforceable Lien on the Mortgaged Properties described therein and proceeds thereof, and when the Mortgage Amendments are accepted for recording in the applicable recording offices, each such Mortgage shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in the Mortgaged Properties and the proceeds thereof, as security for the Obligations (as defined in the relevant MortgageRestaurant Subsidiaries), in each case prior and superior in right to any other Person (except for any Permitted Lien other than Liens securing Indebtedness). Schedule 1.1F lists, as of the Restatement Effective Date, each parcel of owned real property and each leasehold interest in real property located in the United States and held executed by the Borrower applicable Credit Party maintaining such Depositary Account and the bank or any of its Subsidiaries that has a valueother depositary institution at which such Depositary Account is maintained, together with duly executed financing statements in proper form for filing under the Uniform Commercial Code and all other documents required thereby or which, in the reasonable opinion sole judgment of the BorrowerPurchaser, may be necessary or appropriate to grant to the Purchaser valid and perfected first priority Liens in such Depositary Account. (d) Such consents, approvals and authorizations of, and declarations, registrations and filings with, Governmental Bodies, and such consents, waivers, amendments and Estoppel Letters of bailees, lessors of real and personal Property owned or used by the Credit Parties, and of other nongovernmental third parties, as the Purchaser may deem necessary or desirable in connection with the use, occupancy or the operation of the real Properties subject to the Mortgages (including without limitation, certificates of occupancy) or otherwise in order to protect its rights and interests in the Collateral. (e) Searches, by a Person satisfactory to the Purchaser, of the Uniform Commercial Code (or the equivalent thereof in foreign jurisdictions), and judgment and tax lien filings which may have been filed with respect to the Collateral confirming that all Collateral constituting personal Property is (or will be upon release of the Liens securing the Non-Continuing Indebtedness) subject to no Liens except Permitted Liens. (f) Evidence satisfactory to the Purchaser that valid policies of insurance are in full force and effect in accordance with the requirements of this Agreement and the Security Documents, in excess each case naming the Purchaser as loss payee and additional insured, as its interests may appear. (g) Deeds of $5,000,000trust, trust deeds and mortgages, each substantially in the form of Exhibit G hereto (with appropriate local variations) and covering all leasehold Property of the Credit Parties located in Agoura Hills, California (collectively, together with any such documents subsequently executed and delivered pursuant to Section 9.5, the "Mortgages"), duly executed by the applicable Credit Party, together with: (i) certificates, affidavits, questionnaires or returns as shall be required in connection with the recording or filing of the Mortgages and evidence that all mortgage recording taxes, filing fees and recording charges incurred in connection with the filing or recording of the Mortgages have been paid or provided for; (ii) extended coverage title insurance policies ("Mortgage Policies") issued to the Purchaser by Commonwealth Land Title Insurance Company or such other title insurer or insurers as shall be acceptable to the Purchaser, in such forms, with such endorsements and in such amounts as shall be acceptable to the Purchaser, insuring each of the Mortgages to be valid and perfected first priority Liens on the Property described therein, free and clear of all defects (including, but not limited to, mechanics' and materialmen's liens) and encumbrances, dated the Closing Date, paid for by the applicable Credit Party and providing for such other affirmative insurance and with such reinsurance with such other title insurers as the Purchaser may deem necessary or desirable and with such affidavits, certificates and instruments of indemnification as shall be reasonably required to induce the title insurers to issue the Mortgage Policies; (iii) ALTA surveys, dated not more than 30 days before the Closing Date, certified to the Purchaser and the issuer of the Mortgage Policies in a manner satisfactory to the Purchaser by a land surveyor duly registered and licensed in the states in which the Property described in such surveys is located and acceptable to the Purchaser, showing all buildings and other improvements, any off-site improvements, the location of any easements, parking spaces, rights of way, building set-back lines and other dimensional regulations and the absence of encroachments, either by such improvements or on to such Property, and other defects, other than encroachments and other defects acceptable to the Purchaser; (iv) an appraisal of such real Property subject to a Mortgage as the Purchaser may require by an appraiser satisfactory to the Purchaser; (v) evidence satisfactory to the Purchaser that there does not exist any material violation of any law, regulation or order affecting the real Properties subject to the Mortgages, including, without limitation, those laws, regulations and Orders relating to zoning, subdivision and building restrictions; and (vi) evidence that all other action that the Purchaser may deem necessary or desirable in order to create valid and perfected first priority Liens on the Property described in the Mortgages has been taken.

Security Documents. Subject, with respect to the Debtor Loan Parties, to the entry of the Interim Financing Order (aor the Final Financing Order, when applicable), and subject to Section 6.17, each of the Security Documents creates (until terminated in accordance with the terms thereof and hereof), as security for the Obligations purported to be secured thereby, a valid and enforceable perfected (with respect to any Non-Debtor Loan Party, to the extent perfection can be obtained by filing Uniform Commercial Code financing statements) The Guarantee security interest in and Lien on all of the Collateral Agreement is effective subject thereto from time to create time (except for a perfection of a Lien on any Foreign IP Rights to the extent the cost of obtaining such perfection exceeds the practical benefit to the Lenders afforded thereby (as reasonably determined by the Required Lenders)), in favor of the Administrative Agent, for the benefit of the Secured Parties Parties, referred to in the Security Documents, superior to and prior to the rights of all third Persons (other than holders of Permitted Prior Liens or as otherwise expressly provided in the Financing Orders) and subject to no other Liens (other than Liens permitted by Section 7.01 which would not have priority over the Liens securing the Obligations); provided that all filings and recordations required hereby and by the Security Documents are properly filed and recorded. No filings or recordings are required in order to perfect the security interests created under any Security Document except (x) for filings or recordings required in connection with any such Security Document which shall have been made, or for which satisfactory arrangements have been made, upon or prior to the execution and delivery thereof (other than with respect to any filings or recordings required to perfect the security interests in Foreign IP Rights to the extent the cost of obtaining such perfection exceeds the practical benefit to the Lenders afforded thereby (as defined reasonably determined by the Required Lenders) or in patents, trademarks, copyrights or other intellectual property acquired after the Guarantee and Collateral AgreementClosing Date), a legal(y) as otherwise contemplated by Section 6.13, valid and enforceable security interest 6.14 or 6.17 or (z) to the extent not required to be made pursuant to the applicable Security Document. All recording, stamp, intangible or other similar Taxes required to be paid by any Person under applicable legal requirements or other laws applicable to the property encumbered by the Security Documents in connection with the Collateral described therein and proceeds thereof. In the case of the Pledged Stock as defined and described in the Guarantee and Collateral Agreementexecution, when stock certificates representing such Pledged Stock are delivered delivery, recordation, filing, registration, perfection or enforcement thereof have been paid or arrangements reasonably satisfactory to the Administrative Agent, Agent have been made for such payment. The representations and warranties set forth herein as they relate to pledges of or the grant of Liens on any Equity Interests in or assets of any Foreign Subsidiaries to secure the case of the other Collateral described in the Guarantee and Collateral Agreement as of the Restatement Effective Date, when financing statements and other filings specified on Schedule 4.17 in appropriate form Obligations are filed in the offices specified on Schedule 4.17 subject to the extent such filings are effective to perfect a security interest in such Collateraleffect of foreign Laws, the Guarantee rules and Collateral Agreement shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral and the proceeds thereof, as security for the Obligations (as defined in the Guarantee and Collateral Agreement) under the laws of the United States, in each case prior and superior in right to any other Person (except (i) in the case of Collateral other than Pledged Stock, Permitted Liens and (ii) in the case of Pledged Stock, statutory Liens or nonconsensual Liens); and (b) when executed, each of the Mortgage Amendments will be effective to continue in favor of the Administrative Agent, for the benefit of the Lenders, a legal, valid and enforceable Lien on the Mortgaged Properties described therein and proceeds thereof, and when the Mortgage Amendments are accepted for recording in the applicable recording offices, each such Mortgage shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in the Mortgaged Properties and the proceeds thereof, as security for the Obligations (as defined in the relevant Mortgage), in each case prior and superior in right to any other Person (except for any Permitted Lien other than Liens securing Indebtedness). Schedule 1.1F lists, as of the Restatement Effective Date, each parcel of owned real property and each leasehold interest in real property located in the United States and held by the Borrower or any of its Subsidiaries that has a value, in the reasonable opinion of the Borrower, in excess of $5,000,000regulations.

Security Documents. (a) The Guarantee and Collateral Security Agreement is effective to create in favor of the Administrative CAA Collateral Agent, for the benefit of the Secured Parties (as defined in the Guarantee and Collateral Agreement)Parties, a legal, valid valid, binding and enforceable security interest in the Collateral described therein and proceeds and products thereof. In the case of the Pledged Capital Stock as defined and described in the Guarantee and Collateral Security Agreement, when any stock certificates representing such Pledged Capital Stock are delivered to CAA Collateral Agent and, in the Administrative case of Pledged Capital Stock that is a “security” (as defined in the UCC) but is not evidenced by a certificate, when an instructions agreement, substantially in the form of Annex A to the Guarantee and Security Agreement, has been delivered to CAA Collateral Agent, and in the case of the any other Collateral described in the Guarantee and Collateral Agreement as of the Restatement Effective DateSecurity Agreement, when financing statements and other filings specified on Schedule 4.17 in appropriate form are filed in the offices specified on Schedule 4.17 3.21(a)-1 (which financing statements may be filed by CAA Collateral Agent) at any time and such other filings as are specified on Schedule 2 to the extent such Guarantee and Security Agreement have been completed (all of which filings are effective to perfect a security interest in such Collateralmay be filed by CAA Collateral Agent) at any time, the Guarantee and Collateral Security Agreement shall constitute a fully perfected valid Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral and the proceeds and products thereof, as security for the Obligations (as defined in the Guarantee and Collateral Security Agreement) under the laws of the United States), in each case prior and superior in right to any other Person (except Permitted Liens). Schedule 3.21(a)-2 lists each UCC Financing Statement that (i) in the case of Collateral other than Pledged Stock, Permitted Liens names any Loan Party as debtor and (ii) in will remain on file after the case of Pledged Stock, statutory Liens Closing Date. Schedule 3.21(a)-3 lists each UCC Financing Statement that (i) names any Loan Party as debtor and (ii) will be terminated on or nonconsensual Liens)prior to the Closing Date; and on or prior to the Closing Date, Borrower will have delivered to CAA Collateral Agent, or caused to be filed, duly completed UCC termination statements, signed by the relevant secured party, in respect of each such UCC Financing Statement. (b) when executed, each Each of the Mortgage Amendments will be Mortgages is effective to continue create in favor of the Administrative CAA Collateral Agent, for the benefit of the LendersSecured Parties, a legal, valid valid, binding and enforceable Lien on the Mortgaged Properties described therein and proceeds and products thereof, ; and when the Mortgage Amendments Mortgages are accepted for recording filed in the applicable offices specified on Schedule 3.21(b) (in the case of Mortgages to be executed and delivered on the Closing Date) or in the recording officesoffice designated by Borrower and Collateral Agent (in the case of any Mortgage to be executed and delivered pursuant to Section 5.11(c)), each such Mortgage shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in the Mortgaged Properties described therein and the proceeds and products thereof, as security for the Secured Obligations (as defined in the relevant Mortgage), in each case prior and superior in right to any other Person (except for any Permitted Lien other than Persons holding Liens securing Indebtedness). Schedule 1.1F lists, as of the Restatement Effective Date, each parcel of owned real property and each leasehold interest in real property located in the United States and held or other encumbrances or rights permitted by the Borrower or any of its Subsidiaries that has a value, in the reasonable opinion of the Borrower, in excess of $5,000,000relevant Mortgage).

Security Documents. (a) The Guarantee and Collateral Agreement is effective to create in favor of the Administrative Agent, for the benefit of the Secured Parties (as defined in the Guarantee and Collateral Agreement)Parties, a legal, valid valid, binding and enforceable security interest in the Collateral described therein and proceeds and products thereof. In the case of the Pledged Stock as defined and described in the Guarantee and Collateral AgreementStock, when any stock certificates representing such Pledged Stock are delivered to the Administrative Agent, and in the case of the other Collateral described in the Guarantee and Collateral Agreement as of the Restatement Effective DateAgreement, when financing statements and other filings specified on Schedule 4.17 in appropriate form are filed in the offices specified on Schedule 4.17 4.19(a)-1 or, as to property acquired after the Closing Date, any other office noticed to the extent Administrative Agent in writing at the time such property is acquired (which financing statements may be filed by the Administrative Agent at any time) and such other filings as are effective specified on Schedule 3 to perfect a security interest in such Collateralthe Guarantee and Collateral Agreement are made (all of which filings may be filed by the Administrative Agent at any time), the Guarantee and Collateral Agreement shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral and the proceeds and products thereof, as security for the Obligations (as defined in the Guarantee and Collateral Agreement) under the laws of the United States), in each case prior and superior in right to any other Person (except Permitted Liens). Schedule 4.19(a)-2 lists, as of the Closing Date, each UCC Financing Statement that (i) in the case of Collateral other than Pledged Stock, Permitted Liens names any Loan Party as debtor and (ii) in will remain on file after the case of Pledged Stock, statutory Liens Closing Date. Schedule 4.19(a)-3 lists each UCC Financing Statement that (i) names any Loan Party as debtor and (ii) will be terminated on or nonconsensual Liens)prior to the Closing Date; and on or prior to the Closing Date, the Borrower will have delivered to the Administrative Agent, or caused to be filed, duly completed UCC termination statements, authorized by the relevant secured party, in respect of each such UCC Financing Statement. (b) when executed, each Each of the Mortgage Amendments will be Mortgages is effective to continue create in favor of the Administrative Agent, for the benefit of the LendersSecured Parties, a legal, valid valid, binding and enforceable Lien on on, and security interest in, the Mortgaged Properties described mortgaged properties described, and as defined, therein and proceeds and products thereof, and when the Mortgage Amendments Mortgages are accepted for recording filed in the applicable recording offices specified on Schedule 4.19(b) (or, with respect to any Mortgages made after the Closing Date, filed in the appropriate offices), each such Mortgage shall constitute a fully perfected Lien on, and security interest in, all of such mortgaged properties and the proceeds and products thereof, as security for the Obligations, in each case prior and superior in right to any other Person. (c) Each Intellectual Property Security Agreement is effective to create in favor of the Administrative Agent, for the benefit of the Secured Parties, a legal, valid, binding and enforceable security interest in the Intellectual Property Collateral described therein and proceeds and products thereof. Upon the filing of (i) an Intellectual Property Security Agreement in the appropriate indexes of the United States Patent and Trademark Office relative to patents and trademarks (within three (3) months after the Closing Date), and the United States Copyright Office relative to copyrights (within thirty (30) days after the Closing Date), together with provision for payment of all requisite fees, and (ii) financing statements in appropriate form for filing in the offices specified on Schedule 4.19(c) (which financing statements may be filed by the Administrative Agent at any time), such Intellectual Property Security Agreement shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in the Mortgaged Properties Intellectual Property Collateral described therein and the proceeds and products thereof, as security for the Obligations (as defined in the relevant MortgageGuarantee and Collateral Agreement), in each case prior and superior in right to any other Person (except for any Permitted Lien other than Liens securing IndebtednessLiens). Schedule 1.1F lists, as of the Restatement Effective Date, each parcel of owned real property and each leasehold interest in real property located in the United States and held by the Borrower or any of its Subsidiaries that has a value, in the reasonable opinion of the Borrower, in excess of $5,000,000.

Security Documents. (a) The Guarantee and Collateral Agreement Each of the Security Documents is effective to create in favor of the Administrative Agent, for the benefit of the Secured Parties (as defined in the Guarantee and Collateral Agreement)Parties, a legal, valid and enforceable security interest in the Collateral described therein and proceeds thereof. In Upon execution and delivery and upon the case filing of financing statements under the UCC and/or the giving of notice of the Pledged Stock as defined and described in the Guarantee and Collateral Agreement, when stock certificates representing such Pledged Stock are delivered to the Administrative Agent, and assignment contained therein in the case of the other Collateral described in Assignments of Freights and Hires and the Guarantee Assignments of Insurances and Collateral Agreement as the recording of the Restatement Effective respective Ship Mortgages with the Ship Mortgage Registry of Panama through the Panamanian Consulate at the Port of Piraeus, Greece with respect to the vessels registered in Panama, at or about the Closing Date (but in no event later than three (3) Business Days after the Closing Date, when financing statements and other filings specified on Schedule 4.17 in appropriate form are filed in the offices specified on Schedule 4.17 to the extent such filings are effective to perfect a security interest in such Collateral, the Guarantee and Collateral Agreement shall constitute a fully perfected Lien on, and security interest in, all right, title and interest each of the Loan Parties Security Documents will create in such Collateral and favor of the proceeds thereof, as security Administrative Agent for the Obligations (as defined in the Guarantee and Collateral Agreement) under the laws benefit of the United States, in each case prior and superior in right to any other Person (except Secured Parties (i) in the case of Collateral Security Documents other than Pledged Stockthe Ship Mortgages, Permitted Liens a duly perfected first priority security interest in and liens on the Collateral subject thereto enforceable against each Borrower a party thereto as security for the performance of the obligations secured thereby and the security interests created by each of the Security Documents (other than the Ship Mortgages) do not require any further action to be taken in order to create or perfect such security interests or to permit the Administrative Agent to enforce its rights under each Security Document (other than the Ship Mortgages) creating the same, in each case, to the extent possible to create and perfect such security interest under the laws the State of New York and the District of Columbia, including the Uniform Commercial Code, as in effect on the date hereof, and (ii) in the case of Pledged Stock, statutory Liens or nonconsensual Liens); and (b) when executed, each of the Mortgage Amendments will be effective to continue in favor of the Administrative Agent, for the benefit of the LendersShip Mortgages, a legalvalid, valid binding and duly perfected first priority mortgage lien covering the respective Mortgaged Vessel on which it purports to create such mortgage lien enforceable Lien on the against each Mortgaged Properties described therein and proceeds thereof, and when the Mortgage Amendments are accepted for recording in the applicable recording offices, each such Mortgage shall constitute Vessel Guarantor a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in the Mortgaged Properties and the proceeds thereof, party thereto as security for the Obligations (as defined in performance of the relevant Mortgage)obligations secured thereby, in each case prior and superior in right case, pursuant to any other Person (except for any Permitted Lien other than Liens securing Indebtedness). Schedule 1.1F lists, as of the Restatement Effective Date, each parcel of owned real property and each leasehold interest in real property located in the United States and held by the Borrower or any of its Subsidiaries that has a value, in the reasonable opinion of the Borrower, in excess of $5,000,000applicable law pertaining to such Ship Mortgages.

Security Documents. (a) The Guarantee and Collateral Agreement is effective to create in favor of the Administrative Agent, Collateral Agent for the benefit of the Secured Parties (as defined in the Guarantee and Collateral Agreement)Parties, a legal, legal and valid and enforceable first priority security interest in the Collateral described therein and (including any proceeds thereofof any item of Collateral) (except with respect to non-consensual Permitted Liens). In the case of (i) the Pledged Stock as defined and Securities described in the Guarantee and Collateral Agreement, when any stock certificates or notes, as applicable, representing such Pledged Stock Securities are delivered to the Administrative Agent, Collateral Agent and in the case of (ii) the other Collateral described in the Guarantee and Collateral Agreement as of the Restatement Effective DateAgreement, when financing statements and other filings specified on Schedule 4.17 in appropriate form are filed in the offices specified on Schedule 4.17 3.19(a) (which financing statements have been duly completed and executed (as applicable) and delivered to the extent such filings are effective to perfect a Collateral Agent), recordation of the security interest of the Collateral Agent on behalf of the Secured Parties has been made in the United States Patent and Trademark Office, and such Collateralother filings as are specified on Schedule 3.19(a) are made, the Guarantee and Collateral Agreement Agent shall constitute have a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral (including any proceeds of any item of Collateral) (to the extent a security interest in such Collateral can be perfected through the filing of financing statements in the offices specified on Schedule 3.19(a) and the proceeds thereoffilings specified on Schedule 3.19(a), and through the delivery of the Pledged Securities or required to be delivered on the Closing Date), as security for the Obligations (as defined in the Guarantee and Collateral Agreement) under the laws of the United StatesObligations, in each case prior and superior in right to any other Person (except (iwith respect to non-consensual Permitted Liens) in to the case of extent required by the Guarantee and Collateral other than Pledged Stock, Permitted Liens Agreement and (ii) in subject to the case of Pledged Stock, statutory Liens or nonconsensual Liens); and Intercreditor Agreement. (b) when executedUpon the execution and delivery of any Mortgage executed and delivered pursuant to Section 5.14, each of the such Mortgage Amendments will shall be effective to continue create in favor of the Administrative Agent, Collateral Agent for the benefit of the Lenders, Secured Parties a legal, legal and valid and enforceable first priority Lien on the Mortgaged Properties mortgaged property described therein and proceeds thereof, thereof (except with respect to non-consensual Permitted Liens or other encumbrances or rights permitted by the relevant Mortgage); and when the such Mortgage Amendments are accepted for recording is filed in the applicable recording officesoffice designated by the Borrower, each such Mortgage shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in the Mortgaged Properties such mortgaged property and the proceeds thereofthereof (except with respect to non-consensual Permitted Liens), as security for the Obligations (as defined in the relevant Mortgage), in each case prior and superior in right to any other Person (except for any with respect to non-consensual Permitted Lien Liens or other than Liens securing Indebtedness). Schedule 1.1F lists, as of the Restatement Effective Date, each parcel of owned real property and each leasehold interest in real property located in the United States and held encumbrances or rights permitted by the Borrower or any of its Subsidiaries that has a value, in the reasonable opinion of the Borrower, in excess of $5,000,000relevant Mortgage).

Security Documents. (a) The Guarantee and Collateral Agreement is provisions of each Security Document are effective to create in favor of the Administrative Agent, Collateral Agent for the ratable benefit of the Secured Parties (as defined in the Guarantee and Collateral Agreement), a legal, valid and enforceable security Lien in all right, title and interest of each Loan Party party thereto in the Collateral “Collateral” described therein and proceeds thereof. In the case of the Pledged Stock as defined and described in the Guarantee and Collateral Agreement, when therein. (b) When any stock certificates representing such Pledged Stock Collateral are delivered to the Administrative Collateral Agent, and in the case of the other Collateral described in the Guarantee and Collateral Agreement as of the Restatement Effective Date, when proper financing statements and or other applicable filings specified on listed in Schedule 4.17 in appropriate form are 5.16 have been filed in the offices specified on in the jurisdictions listed in Schedule 4.17 to the extent such filings are effective to perfect a security interest in such Collateral5.16, the Guarantee and Collateral Pledge Agreement shall constitute a fully perfected first Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral and the proceeds thereof, as security for the Obligations (as defined Party party thereto in the Guarantee “Pledged Collateral” described therein, which can be perfected by such filing, prior and Collateral Agreementsuperior in right to any other Person. (c) under When proper financing statements or other applicable filings listed in Schedule 5.16 have been filed in the laws offices in the jurisdictions listed in Schedule 5.16, the Security Agreement shall constitute a fully perfected first Lien on, and security interest in, all right, title and interest of those Loan Parties party thereto in the portion of the United States“Collateral” described therein that consists of assets included in a Borrowing Base hereunder, in each case which can be perfected by such filing, prior and superior in right to any other Person subject to any Permitted Borrowing Base Liens. (except (id) in When an Account Control Agreement has been entered into with respect to each Pledged Account, the case of Collateral other than Pledged Stock, Permitted Liens and (ii) in the case of Pledged Stock, statutory Liens or nonconsensual Liens); and (b) when executed, each of the Mortgage Amendments will be effective to continue in favor of the Administrative Agent, for the benefit of the Lenders, a legal, valid and enforceable Lien on the Mortgaged Properties described therein and proceeds thereof, and when the Mortgage Amendments are accepted for recording in the applicable recording offices, each such Mortgage Security Agreement shall constitute a fully perfected first Lien on, and security interest in, all right, title and interest of the Loan Parties Party party thereto in the Mortgaged Properties and portion of the proceeds thereof“Collateral” described therein that consists of Pledged Accounts, as security for the Obligations (as defined in the relevant Mortgage), in each case prior and superior in right to any other Person (except for subject to any Permitted Lien other than Liens securing Indebtedness). Schedule 1.1F lists, as of the Restatement Effective Date, each parcel of owned real property and each leasehold interest in real property located in the United States and held by the Borrower or any of its Subsidiaries that has a value, in the reasonable opinion of the Borrower, in excess of $5,000,000Cash Management Liens.

Security Documents. (a) The Guarantee On the Closing Date, each Credit Party shall have duly authorized, executed and Collateral Agreement is effective to create in favor of the Administrative Agent, for the benefit of the Secured Parties (as defined in the Guarantee and Collateral Agreement), a legal, valid and enforceable security interest in the Collateral described therein and proceeds thereof. In the case of the Pledged Stock as defined and described in delivered the Guarantee and Collateral Agreement, when stock certificates representing which shall be in full force and effect, substantially in the form of Exhibit E (as amended, modified, restated, supplemented or extended from time to time, the “Guarantee and Collateral Agreement”) covering all of such Pledged Stock are delivered Credit Party’s Guarantee and Collateral Agreement Collateral, together with: (i) proper financing statements (Form UCC-1 or the equivalent) for filing under the UCC or other appropriate filing offices of each jurisdiction as may be necessary to perfect the security interests purported to be created by the foregoing Guarantee and Collateral Agreement; (ii) executed Perfection Certificate and customary lien searches reasonably requested by the Administrative Agent; (iii) one or more, as applicable, short-form security agreements that may be filed with the United States Patent and Trademark Office or the United States Copyright Office for the grant of a security interest in patents, trademarks and copyrights, each in substantially the case form attached to the Guarantee and Collateral Agreement; (iv) all certificated Equity Interests of the Credit Parties constituting Guarantee and Collateral Agreement Collateral, together with executed and undated endorsements for transfer relating thereto; (v) evidence that all other actions necessary to perfect and protect the security interests in Collateral described in purported to be created by the Guarantee and Collateral Agreement as of the Restatement Effective Datehave been taken, when financing statements and other filings specified on Schedule 4.17 in appropriate form are filed in the offices specified on Schedule 4.17 to the extent such filings are effective to perfect a security interest in such Collateral, the Guarantee and Collateral Agreement shall constitute a fully perfected Lien on, be in full force and security interest in, all right, title effect; (vi) customary certificates of insurance and interest of endorsements naming the Loan Parties in such Collateral and the proceeds thereofTrustee as an additional insured or loss payee, as security for the Obligations case may be, under applicable insurance policies maintained with respect to the Collateral; and (as defined in b) Notwithstanding anything herein to the Guarantee and Collateral Agreement) under the laws of the United Statescontrary, in each case prior and superior in right it is understood that, other than with respect to any other Person (except (i) in the case of Collateral other than Pledged Stockany UCC Filing Collateral, Permitted Liens and (ii) in Stock Certificates of the case of Pledged Stock, statutory Liens or nonconsensual Liens); Borrower and its Wholly-Owned Domestic Subsidiaries and (biii) when executed, each any Collateral upon which a Lien may be perfected by the filing of the Mortgage Amendments will be effective to continue in favor of the Administrative Agent, for the benefit of the Lenders, a legal, valid and enforceable Lien on the Mortgaged Properties described therein and proceeds thereof, and when the Mortgage Amendments are accepted for recording in the applicable recording offices, each such Mortgage shall constitute a fully perfected Lien on, and short-form security interest in, all right, title and interest of the Loan Parties in the Mortgaged Properties and the proceeds thereof, as security for the Obligations (as defined in the relevant Mortgage), in each case prior and superior in right to any other Person (except for any Permitted Lien other than Liens securing Indebtedness). Schedule 1.1F lists, as of the Restatement Effective Date, each parcel of owned real property and each leasehold interest in real property located in agreement with the United States Patent and held by Trademark Office or the Borrower United States Copyright Office, to the extent (x) any applicable lien searches are not received or (y) any of its Subsidiaries that has a value, in Lien on any Collateral is not provided and/or perfected on the reasonable opinion of Closing Date after the Borrower’s use of commercially reasonable efforts to do so, the receipt of such customary applicable lien searches and the provision and/or perfection of a Lien on such Collateral shall not constitute a condition precedent for purposes of this Section 6.07, but shall instead be required to be delivered after the Closing Date in excess of $5,000,000accordance with Section 13.16.

Security Documents. (a) The Guarantee and Collateral Agreement is effective to create in favor payment of the Administrative Agentprincipal of and interest and premium, if any, on the Notes when due, whether on an Interest Payment Date, at maturity, by acceleration, repurchase, redemption or otherwise and whether by the Issuers pursuant to the Notes or by the Guarantors pursuant to the Guarantees, the payment of all other Obligations and the performance of all other obligations of the Issuers and the Guarantors under this Indenture, the Notes, the Guarantees and the Security Documents shall be secured as provided in the Security Documents, which the Issuers and the applicable Guarantors entered into on the Issue Date and will be secured by Security Documents hereafter delivered as required or permitted by this Indenture. The Issuers shall, and shall cause each Restricted Subsidiary to, and each Restricted Subsidiary shall, make all filings (including filings of continuation statements and amendments to UCC financing statements that may be necessary to continue the effectiveness of such UCC financing statements) and all other actions as are necessary or required by the Security Documents to maintain (at the sole cost and expense of the Issuers and the Restricted Subsidiaries) the security interest created by the Security Documents in the Collateral (other than with respect to any Collateral the security interest in which is not required to be perfected under the Security Documents) as a perfected security interest subject only to Permitted Liens and Liens permitted by Section 4.12. (b) Notwithstanding the foregoing, MHGE Holdings shall use commercially reasonable efforts to perfect all security interests in the Collateral (other than Excluded Property) on or prior to the Issue Date and, with respect to any Collateral (other than Excluded Property), for which security interests have not been granted or perfected on or prior to the benefit Issue Date, use commercially reasonable efforts to cause the taking of additional actions required to grant or perfect the Secured Parties (as defined in the Guarantee and Collateral Agreement), a legal, valid and enforceable security interest in the Collateral described therein required to be pledged under this Indenture and proceeds thereofthe Security Documents within 90 days following the Issue Date. In With respect to Mortgaged Properties, MHGE Holdings shall use commercially reasonable efforts to deliver within 90 days following the case of the Pledged Stock as defined and described in the Guarantee and Collateral Agreement, when stock certificates representing such Pledged Stock are delivered to the Administrative Agent, and in the case of the other Collateral described in the Guarantee and Collateral Agreement as of the Restatement Effective Issue Date, when financing statements and other filings specified on Schedule 4.17 in appropriate form are filed in the offices specified on Schedule 4.17 but only to the extent such filings are effective deliverables were provided to perfect a security interest in such Collateral, the Guarantee and Collateral Agreement shall constitute a fully perfected Lien on, and security interest in, all right, title and interest holders of the Loan Parties other First-Priority Obligations in connection with their mortgage on such Collateral and the proceeds thereof, as security for the Obligations (as defined in the Guarantee and Collateral Agreement) under the laws of the United States, in each case prior and superior in right to any other Person (except property: (i) in a policy or policies or marked-up unconditional binder of lender’s title insurance, paid for by the case Issuers and the Subsidiary Guarantors, issued by a nationally recognized title insurance company, insuring the Lien of Collateral each mortgage as a valid Lien on the mortgaged property described therein, free of any title exceptions and other than Pledged StockLiens except Permitted Liens, Permitted Liens and (ii) an as-is survey of the property subject to any such mortgage certified to MHGE Holdings, First-Priority Collateral Agent and the title company, meeting minimum standard detail requirements for ALTA/ACSM Land Title Surveys, (iii) customary opinions of counsel addressing such matters as were addressed in the case comparable opinions provided to the holders of Pledged Stockother First-Priority Obligations, statutory Liens or nonconsensual Liens); (iv) evidence of insurance required to be maintained pursuant to the Mortgages and this Indenture, and (bv) when executedif required by applicable law, each flood hazard determination certificates and, if required, notices to the record owner of the Mortgage Amendments will be effective to continue any improvements in favor a special flood hazard area, together with evidence of the Administrative Agent, for the benefit of the Lenders, a legal, valid and enforceable Lien on the Mortgaged Properties described therein and proceeds thereof, and when the Mortgage Amendments are accepted for recording in the applicable recording offices, each such Mortgage shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in the Mortgaged Properties and the proceeds thereof, as security for the Obligations (as defined in the relevant Mortgage), in each case prior and superior in right to any other Person (except for any Permitted Lien other than Liens securing Indebtedness). Schedule 1.1F lists, as of the Restatement Effective Date, each parcel of owned real property and each leasehold interest in real property located in the United States and held by the Borrower or any of its Subsidiaries that has a value, in the reasonable opinion of the Borrower, in excess of $5,000,000acceptable flood insurance coverage.

Security Documents. (a) The Guarantee and Collateral Agreement is effective to create in favor of the Administrative Agent, for the benefit of the Secured Parties (as defined in the Guarantee and Collateral Agreement)Lenders, a legal, valid and enforceable security interest in the Collateral described therein and proceeds thereof. In the case of the Pledged Stock as defined and described in the Guarantee and Collateral Agreement, when stock certificates representing such Pledged Stock are delivered to the Administrative Agent, and in the case of the other Collateral described in the Guarantee and Collateral Agreement as of the Restatement Effective DateAgreement, when financing statements and other filings specified on Schedule 4.17 4.15(a) in appropriate form are filed in the offices specified on Schedule 4.17 to the extent such filings are effective to perfect a security interest in such Collateral4.15(a), the Guarantee and Collateral Agreement shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral and the proceeds thereof, as security for the Obligations (as defined in the Guarantee and Collateral Agreement) under the laws of the United States), in each case prior and superior in right to any other Person (except (i) except, in the case of Collateral other than Pledged Stock, Permitted Liens and (ii) in the case of Pledged Stock, statutory Liens or nonconsensual Lienspermitted by Section 8.3); and . (b) when executed, each Each of the Mortgage Amendments will be Mortgages is effective to continue create in favor of the Administrative Agent, for the benefit of the Lenders, a legal, valid and enforceable Lien on the Mortgaged Properties described therein and proceeds thereof, and when the Mortgage Amendments Mortgages are accepted for recording filed in the applicable recording officesoffices specified on Schedule 4.15(b), each such Mortgage shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in the Mortgaged Properties and the proceeds thereof, as security for the Obligations (as defined in the relevant Mortgage), in each case prior and superior in right to any other Person (except for any Permitted Lien other than Liens securing Indebtedness)permitted by Section 8.3 and those Persons claiming through exceptions shown on title. Schedule 1.1F 1.1B lists, as of the Restatement Effective Closing Date, each parcel of owned real property and each leasehold interest in real property located in the United States and held by the Borrower or any of its Subsidiaries that has a value, in the reasonable opinion of the Borrower, in excess of $5,000,000Subsidiaries.

Security Documents. (a) The Guarantee and Collateral Agreement is effective to create in favor of the Administrative Agent, for the benefit of the Secured Parties (as defined in the Guarantee and Collateral Agreement)Parties, a legal, valid and enforceable security interest in the Collateral described therein and proceeds and products thereof. In the case of the Pledged Stock as defined and Equity Interests described in the Guarantee and Collateral Agreement, when stock certificates representing such Pledged Stock Equity Interests and related transfer powers are delivered to the Administrative Agent, and in the case of the other Collateral described in the Guarantee and Collateral Agreement as of the Restatement Effective DateAgreement, when financing statements and other filings specified on Schedule 4.17 4.19 in appropriate form are filed in the offices specified on Schedule 4.17 4.19, to the extent such filings are effective to perfect that a security interest in such Collateraltherein can be perfected by the filing of a financing statement, the Guarantee and Collateral Agreement shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral and the proceeds thereof, as security for the Obligations (as defined in the Guarantee and Collateral Agreement) under the laws of the United StatesObligations, in each case prior and superior in right to any other Person (except (i) except, in the case of Collateral other than Pledged StockEquity Interests, Permitted Liens and (ii) in the case of Pledged Stock, statutory Liens or nonconsensual Lienspermitted by Section 7.3); and . (b) when executedSubject to the Reservations, each of the Mortgage Amendments will be UK Debenture and the UK Charge Over Shares is effective to continue create in favor of the Administrative Agent, for the benefit of the LendersSecured Parties, a legal, valid and enforceable Lien on security interest in the Mortgaged Properties Collateral described therein and proceeds and products thereof. In the case of the Pledged Equity Interests described in each of the UK Debenture and the UK Charge Over Shares, when certificates representing such Pledged Equity Interests and related blank executed stock transfer forms are delivered to the Administrative Agent, and in the case of the other Collateral described in each of the UK Debenture and the UK Charge Over Shares, when the Mortgage Amendments filings specified on Schedule 4.19 in appropriate form are accepted for recording filed in the applicable recording officesoffices or registers specified on Schedule 4.19 to the extent that a security interests therein can be perfected by any such filing and all notices required to be served under such Security Documents are duly served before any competing notice comes into effect, each such Mortgage of the UK Debenture and the UK Charge Over Shares shall (subject to the Reservations) constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in the Mortgaged Properties such Collateral and the proceeds thereof, as security for the Secured Obligations (as defined in each of the relevant MortgageUK Debenture and the UK Charge Over Shares), in each case prior and superior in right to any other Person (except for any Permitted Lien except, in the case of Collateral other than Pledged Equity Interests, Liens securing Indebtedness). Schedule 1.1F lists, permitted under Section 7.3 and except in relation to the shares of Capital Stock of any Subsidiary formed and existing under laws of England and Wales if and to the extent that the pledge of such shares is prohibited pursuant to the applicable governing or other joint venture documents as in effect as of the Restatement Effective Closing Date, each parcel of owned real property and each leasehold interest in real property located in the United States and held by the Borrower or any of its Subsidiaries that has a value, in the reasonable opinion of the Borrower, in excess of $5,000,000).

Security Documents. (ai) The Guarantee Each Security Document (other than each Mortgage), when executed and Collateral Agreement delivered, is effective to create in favor of the Administrative Agent, Agent (for the benefit of the Secured Parties (as defined in the Guarantee and Collateral AgreementLenders), a legal, valid and enforceable security interest in the Collateral described therein and proceeds thereof. In the case Administrative Agent has been authorized (and is hereby authorized) to make all filings of the Pledged Stock as defined UCC-1 and described as-extracted collateral financing statements in the Guarantee and Collateral Agreement, when stock certificates representing such Pledged Stock are delivered appropriate filing office necessary or desirable to the Administrative Agent, and in the case of the other Collateral described in the Guarantee and Collateral Agreement as of the Restatement Effective Date, when financing statements and other filings specified on Schedule 4.17 in appropriate form are filed in the offices specified on Schedule 4.17 to the extent such filings are effective to fully perfect a its security interest in such Collateral described therein which can be perfected by filing a UCC-1 financing statement in the appropriate filing office and (ii) with respect to the security interest created in the Collateral pursuant to each Security Document (other than each Mortgage), upon such filings (or, with respect to possessory Collateral, upon the Guarantee and taking of possession by the Administrative Agent of any such Collateral Agreement shall which may be perfected by possession), such security interests will, subject to the existence of non-consensual Liens having priority by operation of law or Liens permitted by Section 7.01, constitute a fully perfected Lien first-priority Liens on, and security interest interests in, all right, title and interest of the Loan Parties debtor party thereto in such the Collateral and the proceeds thereofdescribed therein that can be perfected by filing a UCC-1 or as-extracted financing statement, as security for the Obligations (as defined applicable, in the Guarantee and Collateral Agreement) under the laws of the United Statesappropriate filing office or by delivery, in each case prior and superior in right to any other Person (except (i) in the case of Collateral other than Pledged Stock, Permitted Liens and (ii) in the case of Pledged Stock, statutory Liens or nonconsensual Liens); and possessory Collateral. (b) when executed, each Each of the Mortgage Amendments Mortgages, when executed and delivered, will be effective to continue create in favor of the Administrative Agent, for the ratable benefit of the LendersSecured Parties, a legal, valid and enforceable Lien lien on the Mortgaged Properties Material Real Property described therein and proceeds thereofsuch security interests will constitute, upon such Mortgage being and when the Mortgage Amendments are accepted for recording recorded in the applicable recording appropriate filing offices, each first priority liens on such Mortgage shall constitute a fully perfected Lien onMaterial Real Property, and security interest in, all right, title and interest subject only to the existence of Liens as permitted by Section 7.01. (c) As of the Loan Parties in the Mortgaged Properties and the proceeds thereof, as security for the Obligations (as defined in the relevant Mortgage), in each case prior and superior in right to any other Person (except for any Permitted Lien other than Liens securing Indebtedness). Schedule 1.1F lists, as of the Restatement Amendment Effective Date, each parcel of owned real property there is no Specified Indebtedness (other than the Secured Obligations constituting Specified Indebtedness) secured by Liens on Principal Property or Specified Capital Stock and each leasehold interest in real property located in the United States and held by the Borrower or any of its Subsidiaries that has a value, in the reasonable opinion of the Borrower, in excess of $5,000,000Indebtedness.

Security Documents. (a) The Guarantee and Collateral Each Pledge Agreement is effective to create in favor of the Administrative Agent, for the benefit of the Secured Parties (as defined in the Guarantee and Collateral Agreement), Agent a legal, valid and enforceable security interest in the Collateral described therein and proceeds thereof. In the case of the Pledged Stock (as defined and described in the Guarantee and Collateral applicable Pledge Agreement) and, when stock certificates representing such Pledged Stock are Collateral is delivered to the Administrative AgentCollateral Agent pursuant to such Pledge Agreement, each Pledge Agreement shall constitute a fully perfected first priority Lien on, and security interest in, all right, title and interest of each pledgor thereunder in such Collateral, in each case prior and superior in right to any other Person (subject only to any exceptions expressly permitted by such Pledge Agreement). (b) Each Security Agreement is effective to create in favor of the Collateral Agent a legal, valid and enforceable security interest in the case of the other Collateral described (as defined in the Guarantee and Collateral Agreement as of the Restatement Effective Dateapplicable Security Agreement) and, when financing statements and other filings specified on Schedule 4.17 in appropriate form are filed in the offices specified on Schedule 4.17 6 to the extent such filings are effective to perfect a security interest in such CollateralPerfection Certificate, the Guarantee and Collateral each 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, to the extent that a security interest can be perfected in such Collateral and the proceeds thereofby filing, as security for the Obligations (as defined recording or registering a financing statement or analogous document in the Guarantee United States (or any political subdivision thereof) and Collateral Agreement) under its territories and possessions pursuant to the laws of the United StatesUniform Commercial Code or other applicable law in such jurisdiction, in each case prior and superior in right to any other Person (except (i) in the case of Collateral Person, other than Pledged Stockwith respect to Liens expressly permitted by Section 6.02. (c) Each Mortgage, Permitted Liens when duly executed and (ii) in delivered by the case of Pledged Stockrelevant Loan Party, statutory Liens or nonconsensual Liens); and (b) when executed, each of the Mortgage Amendments will be effective to continue create, subject to the exceptions listed in each title insurance policy covering such Mortgage, in favor of the Administrative Collateral Agent, for the benefit of the Lenders, a legal, valid and enforceable Lien on all of the Loan Parties’ right, title and interest in and to the Mortgaged Properties described therein thereunder and the proceeds thereof, and when the Mortgage Amendments Mortgages are accepted for recording filed in the applicable recording officesoffices specified on Schedule 3.16(c), each such Mortgage the Mortgages shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in the such Mortgaged Properties and the proceeds thereof, as security for the Obligations (as defined in the relevant Mortgage), in each case prior and superior in right to any other Person (except for any Permitted Lien Person, other than with respect to the rights of Persons pursuant to Liens securing Indebtedness). Schedule 1.1F lists, as of the Restatement Effective Date, each parcel of owned real property and each leasehold interest in real property located in the United States and held expressly permitted by the Borrower or any of its Subsidiaries that has a value, in the reasonable opinion of the Borrower, in excess of $5,000,000Section 6.02.

Security Documents. (a) The Guarantee and Collateral Agreement is effective to create in favor of the Administrative Agent, for the benefit of the Secured Parties (as defined in the Guarantee and Collateral Agreement)Parties, a legal, valid and enforceable security interest in the Collateral described therein and proceeds thereof, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditor’s rights generally and by general equitable principles (whether such enforcement is sought in a proceeding at law or in equity). In the case of the Pledged Stock as defined and described in the Guarantee and Collateral Agreement, when stock certificates representing such Pledged Stock are delivered to the Administrative AgentAgent together with the necessary endorsements, and in the case of the other Collateral described in the Guarantee and Collateral Agreement as of (to the Restatement Effective Dateextent that a security interest in such other Collateral can be perfected by filing), when financing statements and other filings specified on Schedule 4.17 5.19(a) in appropriate form are filed in the offices specified on Schedule 4.17 to the extent such filings are effective to perfect a security interest in such Collateral5.19(a) and all applicable fees have been paid, the Guarantee and Collateral Agreement shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral and the proceeds thereof, as security for the Obligations (as defined in the Guarantee and Collateral Agreement) under (to the laws of the United Statesextent that a security interest in such other Collateral can be perfected by filing), in each case prior and superior in right to any other Person (except (i) except, in the case of Collateral other than Pledged Stock, Permitted Liens and (ii) in the case of Pledged Stock, statutory Liens or nonconsensual Lienspermitted by Section 8.03); and . (b) when executed, each Each of the Mortgage Amendments will be Mortgages is effective to continue create in favor of the Administrative Agent, for the benefit of the LendersSecured Parties, a legal, valid and enforceable Lien on the Mortgaged Properties described therein and proceeds thereof, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditor’s rights generally and by general equitable principals (whether such enforcement is sought in a proceeding at law or in equity), and when the Mortgage Amendments Mortgages are accepted for recording filed in the offices specified on Schedule 5.19(b) and all applicable recording officesfees have been paid, each such Mortgage shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in the Mortgaged Properties and the proceeds thereof, as security for the Obligations (as defined in the relevant Mortgage), in each case prior and superior in right to any other Person (except for any Permitted Lien other than Liens securing Indebtednesspermitted by Section 8.03). Schedule 1.1F lists, as of the Restatement Effective Date, 1.01(b) lists each parcel of owned real property and each leasehold interest in real property located in the United States and held owned in fee simple by the Borrower or any of its Subsidiaries that has a value, in the reasonable opinion as of the Borrower, in excess of $5,000,000Closing Date.

Security Documents. (a) The Guarantee In order to secure the due and Collateral Agreement is effective to create in favor punctual payment of the Administrative Note Obligations, when the same shall be due and payable, whether on an Interest Payment Date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of and interest (to the extent permitted by law) on the Notes and performance of all other Note Obligations, (i) the Issuer and the Guarantors, if any, have prior to the Issue Date, entered into Security Documents granting the Collateral Agent a Lien on (A) substantially all the existing and future tangible and intangible assets and rights of the Issuer and the Guarantors, if any (other than, in each case, Excluded Assets) and (B) Equity Interests in all direct Subsidiaries of the Issuer and each Guarantor, if any (other than, in each case, Excluded Capital Stock), and (ii) the Issuer agrees that it shall take all such action as shall be required to ensure that the Note Obligations will (other than, in each case, during any Suspension Period with respect to a series of Notes) be secured by a Lien, subject only to Permitted Liens, on the Collateral. (b) To the extent, but only to the extent, permitted hereby, the Issuer and the Guarantors may incur Additional First Lien Obligations. Any additional class or series of Additional First Lien Obligations will be secured by Liens on the Collateral that rank pari passu with the Liens securing First Lien Obligations, in each case, under and pursuant to the Security Documents, once the Senior Class Debt Representative with respect to any such class or series of Additional First Lien Obligations, acting on behalf of the holders of such series of Additional First Lien Obligations, (1) becomes a party to the First Lien Intercreditor Agreement by satisfying the conditions set forth therein and (2) becomes a party to the Collateral Agency Agreement. (c) If the Issuer or any of the Guarantors incurs Additional First Lien Obligations, the Collateral Agent, for on behalf of itself, the benefit other Senior Class Debt Representatives, acting on behalf of the holders of the applicable series of Additional First Lien Obligations, and the other agents (if any) will, as applicable, enter into a joinder to the First Lien Intercreditor Agreement substantially in the form of Exhibit A-1 thereto. (d) If the Issuer or any of the Guarantors incurs Indebtedness secured by a Lien on the Collateral that is junior in priority relative to the Liens on the Collateral securing the First Lien Obligations, the Issuer, the Guarantors, the Collateral Agent, acting on behalf of itself, the Trustee, acting on behalf of the Holders of the Notes, the other collateral agents (if any) and the applicable Junior Lien Representative, on behalf of itself and the applicable Junior Lien Secured Parties Parties, will enter into a junior lien intercreditor agreement, substantially in the form attached hereto as Exhibit F or which otherwise constitutes a junior lien intercreditor agreement that is an Applicable Intercreditor Agreement (any such junior lien intercreditor agreement, the “Junior Lien Intercreditor Agreement”). (e) The Note Documents (other than any Applicable Intercreditor Agreement) will be subject to the terms, limitations and conditions set forth in each Applicable Intercreditor Agreement. Each Holder of Notes, by its acceptance of a Note, is deemed to (i) have consented and agreed to the terms of each Security Document (including the First Lien Intercreditor Agreement and each other Applicable Intercreditor Agreement, if any, entered into after the Issue Date in accordance with clause (d) of this Section 12.02), as originally in effect and as amended, supplemented or replaced from time to time in accordance with its terms or the terms of this Indenture, the First Lien Intercreditor Agreement or, if applicable, each Applicable Intercreditor Agreement, (ii) have authorized and directed the Trustee to enter into or execute a joinder with respect to (A) the Collateral Agency Agreement on the Issue Date, (B) the First Lien Intercreditor Agreement on the Issue Date and (C) each other Applicable Intercreditor Agreement at any time after the Issue Date in accordance with clause (d) of this Section 12.02, (iii) have consented to the appointment of the Collateral Agent pursuant to the Collateral Agency Agreement, (iv) have authorized and directed the Collateral Agent to enter into the Security Documents to which it is, or is intended to be, a party, and (v) have authorized and empowered the Collateral Agent (through the Collateral Agency Agreement, the First Lien Intercreditor Agreement and each other Applicable Intercreditor Agreement, if any) to bind the Holders of Notes as set forth in the Security Documents to which they are a party and to perform its obligations and exercise its rights and powers thereunder, including entering into amendments permitted by the terms of the Note Documents. To the extent that any provision of the Note Documents is not consistent with or contradicts the Collateral Agency Agreement (or the First Lien Intercreditor Agreement or Applicable Intercreditor Agreements (if any)), the Collateral Agency Agreement, the First Lien Intercreditor Agreement and/or the other Applicable Intercreditor Agreements (if any) shall govern. (f) Each Holder of Notes, by its acceptance of a Note, is deemed to have: (1) authorized, consented to and directed the Trustee to enter into and join the Collateral Agency Agreement, including by its execution of applicable joinder documentation in its capacity as “New Senior Class Debt Representative” (as defined in the Guarantee Collateral Agency Agreement) in respect of the Note Obligations; (2) other than during any Suspension Period, agreed (in its capacity as a Holder of Notes) that it is subject to and bound by the provisions of the Collateral Agency Agreement, each Security Document, the First Lien Intercreditor Agreement and each other Applicable Intercreditor Agreement in effect at any time; (3) ratified the Collateral Agent’s execution and delivery of the Security Documents prior to the date hereof (in accordance with the Collateral Agency Agreement), a legal, valid ; (4) consented and enforceable security interest in agreed that the Collateral described therein Agent may execute and proceeds thereof. In the case of the Pledged Stock as defined and described deliver any additional Security Documents (including any Applicable Intercreditor Agreement) not in the Guarantee and Collateral Agreement, when stock certificates representing such Pledged Stock are delivered to the Administrative Agent, and in the case of the other Collateral described in the Guarantee and Collateral Agreement effect as of the Restatement Effective Date, when financing statements date hereof and other filings specified on Schedule 4.17 act in appropriate form are filed in accordance with the offices specified on Schedule 4.17 terms thereof; (5) subject to the extent such filings are effective terms of any Applicable Intercreditor Agreement, consented and agreed that the Collateral Agent may, in its sole discretion and without the consent of the Trustee or the Holders, take all actions it deems necessary or appropriate in order to: (A) enforce any of the terms of the Security Documents; and (B) collect and receive any and all amounts payable in respect of the Note Obligations of the Issuer and the Guarantors to perfect a security interest in such Collateralthe Holders, the Guarantee and Collateral Agreement shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of Agent or the Loan Parties in such Collateral and the proceeds thereof, as security for the Obligations (as defined in the Guarantee and Collateral Agreement) Trustee under the laws of the United States, in each case prior and superior in right to any other Person (except (i) in the case of Collateral other than Pledged Stock, Permitted Liens and (ii) in the case of Pledged Stock, statutory Liens or nonconsensual Liens); and (b) when executed, each of the Mortgage Amendments will be effective to continue in favor of the Administrative Agent, for the benefit of the Lenders, a legal, valid and enforceable Lien on the Mortgaged Properties described therein and proceeds thereof, and when the Mortgage Amendments are accepted for recording in the applicable recording offices, each such Mortgage shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in the Mortgaged Properties and the proceeds thereof, as security for the Obligations (as defined in the relevant Mortgage), in each case prior and superior in right to any other Person (except for any Permitted Lien other than Liens securing Indebtedness). Schedule 1.1F lists, as of the Restatement Effective Date, each parcel of owned real property and each leasehold interest in real property located in the United States and held by the Borrower or any of its Subsidiaries that has a value, in the reasonable opinion of the Borrower, in excess of $5,000,000Note Documents.

Security Documents. (a) The Guarantee and Collateral Agreement is effective to create in favor of the Administrative Agent, Agent for the benefit of the Secured Parties (as defined in the Guarantee and Collateral Agreement)Parties, a legal, valid and enforceable security interest (except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law) and the implied covenants of good faith and fair dealing) in the Collateral described therein (including any proceeds of any item of Collateral) to the extent required by the Guarantee and proceeds thereofCollateral Agreement. In the case of (i) the Pledged Stock as defined and Securities described in the Guarantee and Collateral Agreement, when any stock certificates or notes, as applicable, representing such Pledged Stock Securities are delivered to the Administrative Agent, together with appropriate blank instruments of transfer and in the case of (ii) the other Collateral described in the Guarantee and Collateral Agreement as of the Restatement Effective DateAgreement, when financing statements and other filings specified on Schedule 4.17 in appropriate form are filed filed, within the time periods (if any) required by applicable law, in the offices specified on Schedule 4.17 (which financing statements have been duly completed and executed (as applicable) and delivered to the extent Administrative Agent) and such other filings as are effective to perfect a security interest in such Collateralspecified on Schedule 4.17 are made, the Guarantee and Collateral Agreement Administrative Agent shall constitute have a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral (including any proceeds of any item of Collateral) (to the extent a security interest in such Collateral can be perfected through the filing of financing statements in the offices specified on Schedule 4.17 and the proceeds thereoffilings specified on Schedule 4.17, and through the delivery of the Pledged Securities and such instruments of transfer required to be delivered on the Closing Date), as security for the Obligations (as defined in the Guarantee and Collateral Agreement) under the laws of the United StatesObligations, in each case prior and superior in right to any other Person (except (i) in the case of Collateral other than Pledged Stock, Permitted Liens permitted by Section 7.3 and (ii) in Liens having priority by operation of law) to the case of Pledged Stock, statutory Liens or nonconsensual Liens); extent required by the Guarantee and Collateral Agreement. (b) when executedUpon the execution and delivery of any Mortgage to be executed and delivered pursuant to Section 6.8(b), each of the such Mortgage Amendments will shall be effective to continue create in favor of the Administrative Agent, Agent for the benefit of the Lenders, Secured Parties a legal, valid and enforceable Lien on the Mortgaged Properties mortgaged property described therein and proceeds thereof, ; and when the such Mortgage Amendments are accepted for recording is filed in the applicable recording officesoffice designated by the Borrowers, each such Mortgage shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in the Mortgaged Properties such mortgaged property and the proceeds thereof, as security for the Obligations (as defined in the relevant Mortgage), in each case prior and superior in right to any other Person (except for any Permitted Lien other than Liens securing Indebtedness). Schedule 1.1F lists, as of the Restatement Effective Date, each parcel of owned real property and each leasehold interest in real property located in the United States and held permitted by Section 7.3 or other encumbrances or rights permitted by the Borrower or any of its Subsidiaries that has a value, in the reasonable opinion of the Borrower, in excess of $5,000,000relevant Mortgage).

Security Documents. (a) The Guarantee and Collateral Agreement is Agreements are effective to create in favor of the Administrative Agent, for the benefit of the Secured Parties (as defined in the Guarantee and Collateral Agreement)Lenders, a legal, valid and enforceable security interest in the Collateral described therein and proceeds thereof. In the case of the Pledged Stock as defined and described in the Guarantee and Collateral AgreementAgreements, when stock certificates and related stock powers representing such Pledged Stock are delivered to the Administrative AgentAgent (assuming the Administrative Agent retains possession of such certificates and stock powers in the State of New York; it being understood that if such Pledged Stock is held in a jurisdiction other than the State of New York, the law of such other jurisdiction will govern perfection), and in the case of the other Collateral described in the Guarantee and Collateral Agreement as of the Restatement Effective DateAgreements, when financing statements and other filings specified on Schedule 4.17 3(a) to the Guarantee and Collateral Agreements in appropriate form are filed in the offices specified on Schedule 4.17 3(a) to the Guarantee and Collateral Agreements, to the extent such filings are effective to perfect that a security interest therein can be perfected by the filing of a financing statement or by the other filings described in such CollateralSchedule 3(a) to the Guarantee and Collateral Agreements, the Guarantee and Collateral Agreement Agreements shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral and the proceeds thereof, as security for the Obligations (as defined in the respective Guarantee and Collateral Agreement) under the laws of the United StatesAgreements), in each case prior and superior in right to any other Person (except (i) in the case of Collateral other than Pledged Stock, Permitted Liens and (ii) in the case of Pledged Stock, statutory Liens or nonconsensual Lienspermitted by Section 7.03); and . (b) when executed, each Each of the Mortgage Amendments will be Mortgages is effective to continue create in favor of the Administrative Agent, for the benefit of the Lenders, a legal, valid and enforceable Lien on the Mortgaged Properties described therein and proceeds thereoftherein, and when the Mortgage Amendments Mortgages are accepted for recording filed in the applicable recording officesoffices specified on Schedule 3(b) to the Guarantee and Collateral Agreement, each such Mortgage shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in the Mortgaged Properties and the proceeds thereofProperties, as security for the Obligations (as defined in the relevant Mortgage), in each case prior and superior in right to any other Person (except for any Permitted Lien other than Liens securing Indebtednessas permitted by Section 7.03). Schedule 1.1F lists1.01(c), as of the Restatement Effective Date, which lists each parcel of owned real property and each leasehold interest in real property located in the United States and held owned in fee simple by the Borrower Holdings or any of its Subsidiaries that has a value, in the reasonable opinion as of the BorrowerClosing Date, in excess of $5,000,000shall include a sub-heading for "Mortgaged Properties".

Security Documents. (a) The Guarantee In order to secure the due and Collateral Agreement is effective to create in favor punctual payment of the Administrative Note Obligations, when the same shall be due and payable, whether on an Interest Payment Date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of and interest (to the extent permitted by law) on the Notes and performance of all other Note Obligations, (i) the Issuer and the Guarantors, if any, have prior to the Issue Date, entered into Security Documents granting the Collateral Agent a Lien on (A) substantially all the existing and future tangible and intangible assets and rights of the Issuer and the Guarantors, if any (other than, in each case, Excluded Assets) and (B) Equity Interests in all direct Subsidiaries of the Issuer and each Guarantor, if any (other than, in each case, Excluded Capital Stock), and (ii) the Issuer agrees that it shall take all such action as shall be required to ensure that the Note Obligations will (other than, in each case, during any Suspension Period with respect to the Notes) be secured by a Lien, subject only to Permitted Liens, on the Collateral. (b) To the extent, but only to the extent, permitted hereby, the Issuer and the Guarantors may incur Additional First Lien Obligations. Any additional class or series of Additional First Lien Obligations will be secured by Liens on the Collateral that rank pari passu with the Liens securing First Lien Obligations, in each case, under and pursuant to the Security Documents, once the Senior Class Debt Representative with respect to any such class or series of Additional First Lien Obligations, acting on behalf of the holders of such series of Additional First Lien Obligations, (1) becomes a party to the First Lien Intercreditor Agreement by satisfying the conditions set forth therein and (2) becomes a party to the Collateral Agency Agreement. (c) If the Issuer or any of the Guarantors incurs Additional First Lien Obligations, the Collateral Agent, for on behalf of itself, the benefit other Senior Class Debt Representatives, acting on behalf of the holders of the applicable series of Additional First Lien Obligations, and the other agents (if any) will, as applicable, enter into a joinder to the First Lien Intercreditor Agreement substantially in the form of Exhibit A-1 thereto. (d) If the Issuer or any of the Guarantors incurs Indebtedness secured by a Lien on the Collateral that is junior in priority relative to the Liens on the Collateral securing the First Lien Obligations, the Issuer, the Guarantors, the Collateral Agent, acting on behalf of itself, the Trustee, acting on behalf of the Holders of the Notes, the other collateral agents (if any) and the applicable Junior Lien Representative, on behalf of itself and the applicable Junior Lien Secured Parties Parties, will enter into a junior lien intercreditor agreement, substantially in the form attached hereto as Exhibit F or which otherwise constitutes a junior lien intercreditor agreement that is an Applicable Intercreditor Agreement (any such junior lien intercreditor agreement, the “Junior Lien Intercreditor Agreement”). (e) The Note Documents (other than any Applicable Intercreditor Agreement) will be subject to the terms, limitations and conditions set forth in each Applicable Intercreditor Agreement. Each Holder of Notes, by its acceptance of a Note, is deemed to (i) have consented and agreed to the terms of each Security Document (including the First Lien Intercreditor Agreement and each other Applicable Intercreditor Agreement, if any, entered into after the Issue Date in accordance with clause (d) of this Section 12.02), as originally in effect and as amended, supplemented or replaced from time to time in accordance with its terms or the terms of this Indenture, the First Lien Intercreditor Agreement or, if applicable, each Applicable Intercreditor Agreement, (ii) have authorized and directed the Trustee to enter into or execute a joinder with respect to (A) the Collateral Agency Agreement on the Issue Date, (B) the First Lien Intercreditor Agreement on the Issue Date and (C) each other Applicable Intercreditor Agreement at any time after the Issue Date in accordance with clause (d) of this Section 12.02, (iii) have consented to the appointment of the Collateral Agent pursuant to the Collateral Agency Agreement, (iv) have authorized and directed the Collateral Agent to enter into the Security Documents to which it is, or is intended to be, a party, and (v) have authorized and empowered the Collateral Agent (through the Collateral Agency Agreement, the First Lien Intercreditor Agreement and each other Applicable Intercreditor Agreement, if any) to bind the Holders of Notes as set forth in the Security Documents to which they are a party and to perform its obligations and exercise its rights and powers thereunder, including entering into amendments permitted by the terms of the Note Documents. To the extent that any provision of the Note Documents is not consistent with or contradicts the Collateral Agency Agreement (or the First Lien Intercreditor Agreement or Applicable Intercreditor Agreements (if any)), the Collateral Agency Agreement, the First Lien Intercreditor Agreement and/or the other Applicable Intercreditor Agreements (if any) shall govern. (f) Each Holder of Notes, by its acceptance of a Note, is deemed to have: (1) authorized, consented to and directed the Trustee to enter into and join the Collateral Agency Agreement, including by its execution of applicable joinder documentation in its capacity as “New Senior Class Debt Representative” (as defined in the Guarantee Collateral Agency Agreement) in respect of the Note Obligations; (2) other than during any Suspension Period, agreed (in its capacity as a Holder of Notes) that it is subject to and bound by the provisions of the Collateral Agency Agreement, each Security Document, the First Lien Intercreditor Agreement and each other Applicable Intercreditor Agreement in effect at any time; (3) ratified the Collateral Agent’s execution and delivery of the Security Documents prior to the date hereof (in accordance with the Collateral Agency Agreement), a legal, valid ; (4) consented and enforceable security interest in agreed that the Collateral described therein Agent may execute and proceeds thereof. In the case of the Pledged Stock as defined and described deliver any additional Security Documents (including any Applicable Intercreditor Agreement) not in the Guarantee and Collateral Agreement, when stock certificates representing such Pledged Stock are delivered to the Administrative Agent, and in the case of the other Collateral described in the Guarantee and Collateral Agreement effect as of the Restatement Effective Date, when financing statements date hereof and other filings specified on Schedule 4.17 act in appropriate form are filed in accordance with the offices specified on Schedule 4.17 terms thereof; (5) subject to the extent such filings are effective terms of any Applicable Intercreditor Agreement, consented and agreed that the Collateral Agent may, in its sole discretion and without the consent of the Trustee or the Holders, take all actions it deems necessary or appropriate in order to: (A) enforce any of the terms of the Security Documents; and (B) collect and receive any and all amounts payable in respect of the Note Obligations of the Issuer and the Guarantors to perfect a security interest in such Collateralthe Holders, the Guarantee and Collateral Agreement shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of Agent or the Loan Parties in such Collateral and the proceeds thereof, as security for the Obligations (as defined in the Guarantee and Collateral Agreement) Trustee under the laws of the United States, in each case prior and superior in right to any other Person (except (i) in the case of Collateral other than Pledged Stock, Permitted Liens and (ii) in the case of Pledged Stock, statutory Liens or nonconsensual Liens); and (b) when executed, each of the Mortgage Amendments will be effective to continue in favor of the Administrative Agent, for the benefit of the Lenders, a legal, valid and enforceable Lien on the Mortgaged Properties described therein and proceeds thereof, and when the Mortgage Amendments are accepted for recording in the applicable recording offices, each such Mortgage shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in the Mortgaged Properties and the proceeds thereof, as security for the Obligations (as defined in the relevant Mortgage), in each case prior and superior in right to any other Person (except for any Permitted Lien other than Liens securing Indebtedness). Schedule 1.1F lists, as of the Restatement Effective Date, each parcel of owned real property and each leasehold interest in real property located in the United States and held by the Borrower or any of its Subsidiaries that has a value, in the reasonable opinion of the Borrower, in excess of $5,000,000Note Documents.

Security Documents. (a) The Guarantee and Collateral Agreement is effective to create in favor of the Administrative AgentCollateral Trustee, for the ratable benefit of the Secured Parties (as defined in the Guarantee and Collateral Agreement)Parties, a legal, valid valid, binding and enforceable security interest in the Collateral described therein and proceeds thereof. In thereof (other than money not constituting identifiable proceeds of any Collateral), subject to applicable insolvency, bankruptcy, reorganization, moratorium, fraudulent transfer and other laws now or hereafter in effect generally affecting rights of creditors and (including with respect to specific performance) principles of equity, whether considered in a proceeding in equity or in law and to the discretion of the court before which any proceeding therefor may be brought, and (i) in the case of the Pledged Stock as defined and described in Securities, upon the Guarantee and Collateral Agreement, earlier of (A) when stock certificates representing such Pledged Stock Securities are delivered to the Administrative Agent, Collateral Trustee and in the case of the other Collateral described in the Guarantee and Collateral Agreement as of the Restatement Effective Date, (B) when financing statements and other filings specified on Schedule 4.17 in appropriate form are filed in the offices specified on Schedule 4.17 3.19(a), (ii) in the case of Deposit Accounts not constituting Excluded Perfection Assets or Counterparty Accounts, by the execution and delivery of control agreements providing for “control” as described in Section 9-104 of the UCC, (iii) in the case of Securities Accounts not constituting Excluded Perfection Assets or Counterparty Accounts, upon the earlier of (A) the filing of financing statements in the offices specified on Schedule 3.19(a) and (B) the execution and delivery of control agreements providing for “control” as described in Section 9-106 of the UCC and (iv) in the case of all other Collateral described therein (other than Excluded Perfection Assets, Intellectual Property Collateral, money not credited to a Deposit Account or letter of credit rights not constituting supporting obligations), when financing statements in appropriate form are filed in the extent such filings are effective to perfect a security interest in such Collateraloffices specified on Schedule 3.19(a), the Guarantee and Collateral Agreement shall constitute a fully perfected Lien on, all right, title and interest of the Secured Parties in such Collateral and proceeds thereof, as security for the Guaranteed Obligations hereunder, in each case prior and superior to the rights of any other Person (except, in the case of all Collateral other than Pledged Securities in the possession of the Collateral Trustee, with respect to Permitted Liens, and in respect of Pledged Securities in the possession of the Collateral Trustee, the Permitted Liens set forth in clause (g) of the definition thereof and with respect to any other Priority Lien Obligations). (b) Each Intellectual Property Security Agreement is effective to create in favor of the Collateral Trustee, for the ratable benefit of the Secured Parties, a legal, valid, binding and enforceable security interest in the Intellectual Property Collateral described therein and proceeds thereof (other than money not constituting identifiable proceeds of any Intellectual Property Collateral), subject to applicable insolvency, bankruptcy, reorganization, moratorium, fraudulent transfer and other laws now or hereafter in effect generally affecting rights of creditors and (including with respect to specific performance) principles of equity, whether considered in a proceeding in equity or in law and to the discretion of the court before which any proceeding therefor may be brought. When each Intellectual Property Security Agreement is filed in the United States Patent and Trademark Office and the United States Copyright Office, respectively, together with financing statements in appropriate form filed in the offices specified in Schedule 3.19(a), in each case within the time period prescribed by applicable law, such Intellectual Property Security Agreement shall constitute a fully perfected Lien on, and security interest inin (if and to the extent perfection may be achieved by such filings), all right, title and interest of the Loan Parties grantors thereunder in such Collateral and the proceeds thereofIntellectual Property Collateral, as security for the Guaranteed Obligations (as defined in the Guarantee and Collateral Agreement) under the laws of the United Stateshereunder, in each case prior and superior in right to any other Person (except with respect to Permitted Liens) (i) it being understood that subsequent recordings in the case of Collateral other than Pledged StockUnited States Patent and Trademark Office and the United States Copyright Office may be necessary to perfect a Lien on registered trademarks, Permitted Liens trademark applications, patents, patent applications, copyright registrations and copyright applications acquired by the grantors after the Closing Date). (iic) in the case of Pledged Stock, statutory Liens or nonconsensual Liens); and (b) when executed, each Each of the Mortgage Amendments will be Mortgages is effective to continue create in favor of the Administrative AgentCollateral Trustee, for the ratable benefit of the LendersSecured Parties, a legal, valid valid, binding, subsisting and enforceable Lien on on, and security interest in all of the Loan Parties’ right, title and interest in and to the Mortgaged Properties Property described therein and proceeds thereofthereof (other than money not constituting identifiable proceeds of any Mortgaged Property), subject to applicable insolvency, bankruptcy, reorganization, moratorium, fraudulent transfer and other laws now or hereafter in effect generally affecting rights of creditors and (including with respect to specific performance) principles of equity, whether considered in a proceeding in equity or in law, and when to the Mortgage Amendments discretion of the court before which any proceeding therefor may be brought. When the Mortgages are accepted for recording filed in the applicable recording officesoffices 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 Loan Parties grantors thereof in the such Mortgaged Properties Property and the proceeds thereof, as security for the Guaranteed Obligations (as defined in the relevant Mortgage)hereunder, in each case prior and superior in right to any other Person (except for any the Permitted Liens set forth in clauses (e), (f), (g), (h), (i), (j) (solely with respect to Permitted Refinancing Indebtedness refinancing Indebtedness secured by a Permitted Lien set forth in clause (e), (g), (h), (i), (m) or (o) of the definition thereof), (m), (o) and (x) of the definition thereof and with respect to any other than Liens securing IndebtednessPriority Lien Obligations). Schedule 1.1F listsNotwithstanding any other provision of this Agreement or any other Loan Document, as of the Restatement Effective Date, each parcel of owned real property and each leasehold interest in real property located in the United States and held by the Borrower does not and shall not make any representation or warranty under this Section 3.19 during or related to any of its Subsidiaries that has a value, in the reasonable opinion of the Borrower, in excess of $5,000,000Collateral Release Period.

Security Documents. (a) The Guarantee and Collateral Agreement is effective to create in favor of the Administrative Agent, for the benefit of the Secured Parties (as defined in the Guarantee and Collateral Agreement)Lenders, a legal, valid and enforceable security interest in the Collateral described therein and proceeds thereof. In the case of the Pledged Stock as defined and that is certificated described in the Guarantee and Collateral Agreement, when stock certificates representing such Pledged Stock are delivered to the Administrative Agent, in the case of Book Entry Securities (as defined in the Target Pledge Agreement), upon the taking of the actions described in Section 5.2(f) and in the case of the other Collateral (including uncertificated Pledged Stock) described in the Guarantee and Collateral Agreement as of the Restatement Effective DateAgreement, when financing statements and other filings specified on Schedule 4.17 in appropriate form are filed in the offices specified on Schedule 4.17 to the extent such filings are effective to perfect a security interest in such Collateral4.18(a), the Guarantee and Collateral Agreement shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral and and, subject to compliance with applicable law, the proceeds thereof, as security for the Obligations (as defined in the Guarantee and Collateral Agreement) under the laws of the United States), in each case prior and superior in right to any other Person (except (i) in the case of Collateral other than Pledged Stock, Permitted Liens and (ii) in the case of Pledged Stock, statutory Liens or nonconsensual Liensexpressly permitted by Section 7.3); and . (b) when executed, each Each of the Mortgage Amendments will be Mortgages is effective to continue create in favor of the Administrative Agent, for the benefit of the Lenders, a legal, valid and enforceable Lien on the Mortgaged Properties described therein and proceeds thereof, and when the Mortgage Amendments Mortgages are accepted for recording filed in the applicable recording officesoffices specified on Schedule 4.18(b), each such Mortgage shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in the Mortgaged Properties and the proceeds thereof, as security for the Obligations (as defined in the relevant Mortgage), in each case prior and superior in right to any other Person (except for any Permitted (i) Liens expressly permitted by Section 7.3 hereof and (ii) all matters set forth in Schedule B to the mortgagees title insurance policy delivered to the Administrative Agent in accordance with Section 5.1(r)(iii) herein. (c) The Target Pledge Agreement is effective to create in favor of the Administrative Agent, for the benefit of the Lenders, a legal, valid and enforceable security interest in the Collateral described therein and proceeds thereof. In the case of the Collateral described in the Target Pledge Agreement, upon compliance with the provisions of Sections 3(a) and (b) thereof, the Target Pledge Agreement shall constitute a fully perfected Lien other than Liens securing Indebtedness). Schedule 1.1F listson, and security interest in, all right, title and interest of the IHK Merger Sub in such Collateral and the proceeds thereof, subject in the case of proceeds to compliance with applicable law, as of security for the Restatement Effective Date, each parcel of owned real property and each leasehold interest in real property located Obligations (as defined in the United States and held by the Borrower or any of its Subsidiaries that has a valueTarget Pledge Agreement), in the reasonable opinion of the Borrower, each case prior and superior in excess of $5,000,000right to any other Person.

Security Documents. (a) The Guarantee Subject to the receipt of the Governmental Authorizations necessary for the Borrower to provide a security interest in the Regulated Assets, all filings and Collateral Agreement is effective to create recordings necessary, in favor the opinion of the Administrative Agent, for to perfect the benefit Liens contemplated to be granted to the Collateral Agent under the Security Documents shall have been made, including a mortgage or deed of trust made by the Secured Parties Borrower and securing the Obligations against the real property owned or leased by the Borrower, and the Administrative Agent shall have received evidence satisfactory to it that the Security Documents are in full force and effect. The Administrative Agent and the Collateral Agent shall have received: (as defined i) Uniform Commercial Code search certificates from the jurisdictions in the Guarantee and Collateral Agreement), a legal, valid and enforceable security interest which Uniform Commercial Code financing statements are to be filed reflecting no other financing statements or filings which evidence Liens of other Persons in the Collateral described therein and proceeds thereof. In which are prior to the case of Liens granted to the Pledged Stock as defined and described Collateral Agent in the Guarantee and Security Documents, except for any such prior Liens (a) which are expressly permitted by this Agreement to be prior or (b) for which the Collateral Agreement, when stock certificates representing such Pledged Stock are delivered to the Administrative Agent, and in the case of the other Collateral described in the Guarantee and Collateral Agreement as of the Restatement Effective Date, when financing statements and other filings specified on Schedule 4.17 in appropriate form are filed in the offices specified on Schedule 4.17 to the extent such filings are effective to perfect Agent has received a security interest in such Collateral, the Guarantee and Collateral Agreement shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral and the proceeds thereof, as security for the Obligations (as defined in the Guarantee and Collateral Agreement) under the laws of the United States, in each case prior and superior in right to any other Person (except (i) in the case of Collateral other than Pledged Stock, Permitted Liens and termination statement; (ii) a Control Agreement with respect to each deposit account maintained by the Borrower, duly executed by the Borrower, the Collateral Agent and the applicable depositary bank; (iii) a Control Agreement with respect to each securities account maintained by the Borrower, duly executed by the Borrower, the Collateral Agent and the applicable securities intermediary; (iv) such other documents, instruments and agreements as the Collateral Agent may reasonably request to create and perfect the Liens granted to the Collateral Agent under the Security Documents; and (v) such other evidence as the Collateral Agent may reasonably request to establish that the Liens granted to the Collateral Agent under the Security Documents are perfected and prior to the Liens of other Persons in the case of Pledged StockCollateral, statutory Liens or nonconsensual Liens); and (b) when executed, each of the Mortgage Amendments will be effective to continue in favor of the Administrative Agent, for the benefit of the Lenders, a legal, valid and enforceable Lien on the Mortgaged Properties described therein and proceeds thereof, and when the Mortgage Amendments are accepted for recording in the applicable recording offices, each such Mortgage shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in the Mortgaged Properties and the proceeds thereof, as security for the Obligations (as defined in the relevant Mortgage), in each case prior and superior in right to any other Person (except for any Permitted Lien other than such Liens securing Indebtedness). Schedule 1.1F lists, as of the Restatement Effective Date, each parcel of owned real property and each leasehold interest in real property located in the United States and held which are expressly permitted by the Borrower or any of its Subsidiaries that has a value, in the reasonable opinion of the Borrower, in excess of $5,000,000this Agreement to be prior.

Security Documents. (a) The Guarantee and Collateral Agreement is effective to create in favor of the Administrative Collateral Agent, for its benefit, for the benefit of the Secured Parties (as defined in Administrative Agent and for the Guarantee and Collateral Agreement)benefit of the Lenders, a legal, valid and enforceable security interest in the Collateral described therein and proceeds thereof. In the case of the Pledged Stock as defined and described in the Guarantee and Collateral Agreement, when stock certificates representing such Pledged Stock are delivered to the Administrative AgentCollateral Agent (together with a properly completed and signed stock power or endorsement), and in the case of the other Collateral described in the Guarantee and Collateral Agreement as of the Restatement Effective DateAgreement, when financing statements and other filings specified on Schedule 4.17 4.20(a) in appropriate form are filed in the offices specified on Schedule 4.17 4.20(a) together with payment of any filing or recordation fees, or, with respect to after-acquired property, when the extent such filings are effective to perfect a security interest requirements set forth in such CollateralSection 6.9 have been complied with, the Guarantee and Collateral Agreement Agent shall constitute have a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral and the proceeds thereofthereof (except for registration of and application for Intellectual Property filed outside the United States) to the extent such Lien can be perfected by the filing of financing statements under the applicable UCC, as security for the Obligations (as defined in the Guarantee and Collateral Agreement) under the laws of the United States), in each case prior and superior in right to any other Person (except (i) except, in the case of Collateral other than Pledged Stock, Permitted Liens permitted by Section 7.3, and (ii) in the case of the Collateral constituting Pledged Stock, statutory inchoate Liens or nonconsensual Liensarising by operation of law); , in each case, to the extent required by the Guarantee and Collateral Agreement. (b) when executed, each Each of the Mortgage Amendments will be Mortgages is effective to continue create in favor of the Administrative Collateral Agent, for its benefit, for the benefit of the Administrative Agent and for the benefit of the Lenders, a legal, valid and enforceable Lien on the Mortgaged Properties Property described therein and proceeds thereoftherein, and when the Mortgage Amendments Mortgages are accepted for recording filed in the applicable recording officesoffices specified on Schedule 4.20(b), each such Mortgage shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in the subject Mortgaged Properties and the proceeds thereofProperty, as security for the Obligations (as defined in the relevant Mortgage), in each case prior and superior in right to any other Person (except for any Permitted Lien other than Liens securing Indebtednesspermitted by Section 7.3). Part 1 of Schedule 1.1F 1.1B lists, as of the Restatement Effective Closing Date, each parcel of owned real property and each leasehold interest in real property located in the United States and held by the Borrower or any of its Subsidiaries the Guarantors that has a fair market value, in the reasonable opinion of the Borrower, in excess of $5,000,0001,000,000 (each, a “Mortgaged Property”). Part 2 of Schedule 1.1B lists, as of the Closing Date, (A) each parcel of owned real property located in the United States and held by the Borrower or any of the Guarantors which is not listed on Part 1 of Schedule 1.1B, and (B) each parcel of real property located in the United States and which is leased (as lessee) or subleased (as sublessee) by the Borrower or any of the Guarantors.

Security Documents. (a) The Guarantee and Collateral Agreement is effective to create in favor of the Administrative Collateral Agent, for its benefit, for the benefit of the Secured Parties (as defined in Administrative Agent and for the Guarantee and Collateral Agreement)benefit of the Lenders, a legal, valid and enforceable security interest in the Collateral described therein and proceeds thereof. In the case of the Pledged Stock as defined and described in the Guarantee and Collateral Agreement, when stock certificates representing such Pledged Stock are delivered to the Administrative AgentCollateral Agent (together with a properly completed and signed stock power or endorsement), and in the case of the other Collateral described in the Guarantee and Collateral Agreement as of the Restatement Effective DateAgreement, when financing statements and other filings specified on Schedule 4.17 4.20(a) in appropriate form are filed in the offices specified on Schedule 4.17 4.20(a) together with payment of any filing or recordation fees, or, with respect to after-acquired property, when the extent such filings are effective to perfect a security interest requirements set forth in such CollateralSection 6.9 have been complied with, the Guarantee and Collateral Agreement Agent shall constitute have a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral and the proceeds thereofthereof (except for registration of and application for Intellectual Property filed outside the United States) to the extent such Lien can be perfected by the filing of financing statements under the applicable UCC, as security for the Obligations (as defined in the Guarantee and Collateral Agreement) under the laws of the United States), in each case prior and superior in right to any other Person (except (i) except, in the case of Collateral other than Pledged Stock, Permitted Liens permitted by Section 7.3, and (ii) in the case of the Collateral constituting Pledged Stock, statutory inchoate Liens or nonconsensual Liensarising by operation of law); , in each case, to the extent required by the Guarantee and Collateral Agreement. (b) when executed, each Each of the Mortgage Amendments will be Mortgages is effective to continue create in favor of the Administrative Collateral Agent, for its benefit, for the benefit of the Administrative Agent and for the benefit of the Lenders, a legal, valid and enforceable Lien on the Mortgaged Properties Property described therein and proceeds thereoftherein, and when the Mortgage Amendments Mortgages are accepted for recording filed in the applicable recording officesoffices specified on Schedule 4.20(b), each such Mortgage shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in the subject Mortgaged Properties and the proceeds thereofProperty, as security for the Obligations (as defined in the relevant Mortgage), in each case prior and superior in right to any other Person (except for any Permitted Lien other than Liens securing Indebtednesspermitted by Section 7.3). Part 1 of Schedule 1.1F 1.1B lists, as of the Restatement Effective Datedate hereof, each parcel of owned real property and each leasehold interest in real property located in the United States and held by the Borrower or any of its Subsidiaries the Guarantors that has a value, fair market value estimated in the reasonable opinion of good faith by the Borrower, in excess of $5,000,0005,000,000 (each, a “Mortgaged Property”). Part 2 of Schedule 1.1B lists, as of the date hereof, (A) each parcel of owned real property located in the United States and held by the Borrower or any of the Guarantors that has a fair market value estimated in good faith by the Borrower in excess of $1,000,000 which is not listed on Part 1 of Schedule 1.1B, and (B) each material parcel of real property located in the United States and which is leased (as lessee) or subleased (as sublessee) by the Borrower or any of the Guarantors.

Security Documents. (a) The Guarantee and Collateral provisions of this Agreement is are effective to create create, in favor of the Administrative Agent, Agent for the benefit of the Secured Parties (as defined in the Guarantee and Collateral Agreement)Parties, a legal, valid and enforceable Lien on, and security interest in in, all of the Collateral described therein and proceeds thereof. In the case of the Pledged Stock as defined and described in the Guarantee and Collateral Agreement, when stock certificates representing such Pledged Stock are delivered to the Administrative Agentherein, and in the case of the other Collateral described in the Guarantee and Collateral Agreement as of the Restatement Effective Date, (i) when financing statements and other filings specified on Schedule 4.17 in appropriate form are filed in the offices specified set forth on Schedule 4.17 9.1.25(a) and (ii) upon the taking of possession or control by Administrative Agent of the Collateral with respect to which a security interest may be perfected only by possession or control (which possession or control shall be given to Administrative Agent to the extent such filings are effective to perfect a security interest in such Collateralpossession or control by Administrative Agent is required by this Agreement), the Guarantee and Collateral Liens created by this Agreement shall constitute a fully perfected Lien first priority Liens on, and security interest interests in, all right, title and interest of the Loan Parties Obligors in the Collateral covered thereby (other than such Collateral and in which a security interest cannot be perfected under the proceeds thereof, Uniform Commercial Code as security for in effect at the Obligations (as defined relevant time in the Guarantee and Collateral Agreement) under the laws of the United Statesrelevant jurisdiction), in each case free of all Liens other than Permitted Liens, and prior and superior in right to any all other Person (except (i) in the case of Collateral other than Pledged Stock, Permitted Liens and (ii) in the case of Pledged Stock, statutory Liens or nonconsensual Liens); and . (b) when executedEach Security Document delivered pursuant to Section 7.4, each of the Mortgage Amendments will be Section 7.6 or Section 10.1.13, upon execution and delivery thereof, is effective to continue create in favor of the Administrative Agent, for the benefit of the LendersSecured Parties, a legal, valid and enforceable Lien on the Mortgaged Properties described therein and proceeds thereof, and when the Mortgage Amendments are accepted for recording in the applicable recording offices, each such Mortgage shall constitute a fully perfected Lien Liens on, and security interest interests in, all of the Collateral thereunder, and when all appropriate filings or recordings are made in the appropriate offices as may be required under Applicable Law or possession or control is conferred to Administrative Agent, such Security Document will constitute fully perfected first priority Liens on, and security interests in, all right, title and interest of the Loan Parties Obligors in the Mortgaged Properties and Collateral covered thereby (other than such Collateral in which a security interest cannot be perfected under the proceeds thereof, Uniform Commercial Code as security for in effect at the Obligations (as defined relevant time in the relevant Mortgagejurisdiction), in each case free of all Liens other than Permitted Liens, and prior and superior in right to any all other Person (except for any Permitted Lien other than Liens securing Indebtedness). Schedule 1.1F lists, as of the Restatement Effective Date, each parcel of owned real property and each leasehold interest in real property located in the United States and held by the Borrower or any of its Subsidiaries that has a value, in the reasonable opinion of the Borrower, in excess of $5,000,000Liens.

Security Documents. (a) The Guarantee and Collateral Agreement is effective to create in favor of the Administrative Agent, for the benefit of the Secured Parties (as defined in the Guarantee and Collateral Agreement)Parties, a legal, valid valid, binding and enforceable security interest in the Collateral located in the United States described therein and proceeds and products thereof. In the case of the Pledged Stock as defined and described in the Guarantee and Collateral Agreement, when any stock certificates representing such Pledged Stock are delivered to the Administrative Agent, and in the case of the other Collateral located in the United States described in the Guarantee and Collateral Agreement as of the Restatement Effective DateAgreement, when financing statements and other filings specified on Schedule 4.17 in appropriate form are filed in the offices specified on Schedule 4.17 to 4.19(a)-1 (which financing statements may be filed by the extent Administrative Agent) at any time and such other filings as are effective to perfect a security interest in such Collateralspecified on Schedule 4.19(a)-3 have been completed (all of which filings may be filed by the Administrative Agent) at any time, the Guarantee and Collateral Agreement shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral (other than any Excluded Property and subject to the Permitted Perfection Exception) and the proceeds and products thereof, as security for the Obligations (as defined in the Guarantee and Collateral Agreement) under the laws of the United States), in each case prior and superior in right to any other Person (except (i) in the case of Collateral other than Pledged Stockexcept, Permitted Liens and (ii) in the case of Pledged Stock, statutory Liens or nonconsensual Liens); and . (b) when executed, each Each of the Mortgage Amendments will be Mortgages is effective to continue create in favor of the Administrative Agent, for the benefit of the LendersSecured Parties, a legal, valid valid, binding and enforceable Lien on the Mortgaged Properties described therein and proceeds and products thereof, ; and when the Mortgage Amendments Mortgages are accepted for recording filed in the applicable offices specified on Schedule 4.19(b) (in the case of Mortgages to be executed and delivered on the Closing Date) or in the recording officesoffice designated by the Borrower (in the case of any Mortgage to be executed and delivered pursuant to Section 6.11 (b)), each such Mortgage shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in the Mortgaged Properties described therein and the proceeds and products thereof, as security for the Obligations (as defined in the relevant Mortgage), in each case prior and superior in right to any other Person (except for any Permitted Lien other than Persons holding Liens securing Indebtedness). Schedule 1.1F lists, as of the Restatement Effective Date, each parcel of owned real property and each leasehold interest in real property located in the United States and held or other encumbrances or rights permitted by the Borrower or any of its Subsidiaries that has a value, in the reasonable opinion of the Borrower, in excess of $5,000,000relevant Mortgage).

Security Documents. (a) The Guarantee On the Initial Borrowing Date, the Borrower and Collateral each Subsidiary Guarantor shall have duly authorized, executed and delivered a Pledge Agreement is effective to create in favor the form of the Administrative Agent, for the benefit of the Secured Parties Exhibit E (as defined modified, amended or supplemented from time to time in accordance with the Guarantee terms thereof and Collateral hereof, the "Pledge Agreement), a legal, valid ") and enforceable security interest in the Collateral described therein and proceeds thereof. In the case of the Pledged Stock as defined and described in the Guarantee and Collateral Agreement, when stock certificates representing such Pledged Stock are shall have delivered to the Administrative Collateral Agent, and as pledgee thereunder, all of the Certificated Securities referred to therein, endorsed in blank in the case of the other Collateral described in the Guarantee promissory notes or accompanied by executed and Collateral Agreement as of the Restatement Effective Date, when financing statements and other filings specified on Schedule 4.17 in appropriate form are filed in the offices specified on Schedule 4.17 to the extent such filings are effective to perfect a security interest in such Collateral, the Guarantee and Collateral Agreement shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral and the proceeds thereof, as security for the Obligations (as defined in the Guarantee and Collateral Agreement) under the laws of the United States, in each case prior and superior in right to any other Person (except (i) undated stock powers in the case of Collateral other than Pledged Stockcapital stock, Permitted Liens and (ii) the Pledge Agreement shall be in the case of Pledged Stock, statutory Liens or nonconsensual Liens); full force and effect. (b) when executedOn the Initial Borrowing Date, the Borrower and each Subsidiary Guarantor shall have duly authorized, executed and delivered a Security Agreement in the form of Exhibit F (as modified, amended or supplemented from time to time in accordance with the terms thereof and hereof, the "Security Agreement"), which Security Agreement shall be in full force and effect and shall cover all of the Security Agreement Collateral, and together therewith the Borrower and each Subsidiary Guarantor shall have delivered: (A) executed copies of Financing Statements (Form UCC-1) or appropriate local equivalent in appropriate form for filing under the UCC or appropriate local equivalent of each jurisdiction as may be necessary to perfect the security interests purported to be created by the Security Agreement; (B) certified copies of Requests for Information or Copies (Form UCC-11), or equivalent reports, each of the Mortgage Amendments will be a recent date listing all effective to continue in favor of the Administrative Agent, for the benefit of the Lenders, a legal, valid and enforceable Lien on the Mortgaged Properties described therein and proceeds thereof, and when the Mortgage Amendments are accepted for recording in the applicable recording offices, each such Mortgage shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in the Mortgaged Properties and the proceeds thereof, as security for the Obligations (as defined in the relevant Mortgage), in each case prior and superior in right to any other Person (except for any Permitted Lien other than Liens securing Indebtedness). Schedule 1.1F lists, as of the Restatement Effective Date, each parcel of owned real property and each leasehold interest in real property located in the United States and held by financing statements that name the Borrower or any of its Domestic Subsidiaries or a division or operating unit of any such Person, as debtor and that has a valueare filed in the jurisdictions referred to in clause (A) above, together with copies of such financing statements that name the Borrower or any of its Domestic Subsidiaries as debtor (none of which shall cover the Collateral except (x) those with respect to which appropriate termination statements executed by the secured lender thereunder have been delivered to the Administrative Agent and (y) to the extent evidencing Permitted Liens); (C) evidence of the completion of all other recordings and filings of, or with respect to, the Security Agreement as may be necessary or, in the opinion of the Collateral Agent, desirable to perfect the security interests intended to be created by the Security Agreement; and (D) evidence that all other actions necessary or, in the reasonable opinion of the BorrowerCollateral Agent, in excess of $5,000,000desirable to perfect the security interests purported to be created by the Security Agreement have been taken.

Security Documents. (a) The Guarantee and Collateral Agreement is effective to create in favor of the Administrative Agent, for the benefit of the Secured Parties (as defined in the Guarantee and Collateral Agreement)Parties, a legal, valid and enforceable security interest in the Collateral described therein and proceeds thereof. In the case of the Pledged Stock as defined and Collateral described in the Guarantee and Collateral Agreement, when stock certificates representing such Pledged Stock are Collateral is delivered to the Administrative AgentAgent (together with a properly completed and signed undated endorsement), in the case of Collateral consisting of Deposit Accounts or Securities Accounts, when such Deposit Accounts or Securities Accounts, as applicable, are subject to an Account Control Agreement (as defined in the Guarantee and Collateral Agreement) and in the case of the other Collateral described in the Guarantee and Collateral Agreement as that can be perfected by the filing of the Restatement Effective Datesuch financing statement or other filing, when financing statements and other filings specified on Schedule 4.17 4.19(a) in appropriate form are filed in the offices specified on Schedule 4.17 to the extent such filings are effective to perfect a security interest in such Collateral4.19(a), the Guarantee and Collateral Agreement shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral and the proceeds thereof, as security for the Obligations (as defined in the Guarantee and Collateral Agreement) under the laws of the United States), in each case prior and superior in right to the Lien of any other Person (except (i) in the case of Collateral other than Pledged with respect to Collateral consisting of Capital Stock, Permitted ) Liens and (ii) in the case of Pledged Stock, statutory Liens or nonconsensual Lienspermitted by Section 7.3); and . (b) when executed, each Each of the Mortgage Amendments will be Mortgages, upon execution and delivery by the parties thereto, is effective to continue create in favor of the Administrative Agent, for the benefit of the LendersSecured Parties, a legal, valid and enforceable Lien on the Mortgaged Properties described therein and proceeds thereof, and when the Mortgage Amendments Mortgages are accepted for recording filed in the applicable recording officesoffices specified in the local counsel legal opinions delivered in connection with such Mortgages, each such Mortgage shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in the Mortgaged Properties and the proceeds thereof, as security for the Obligations (as defined in the relevant Mortgage), in each case prior and superior in right to the Lien of any other Person (except for any Permitted Lien other than Liens securing Indebtednesspermitted by Section 7.3). Schedule 1.1F 1.1B lists, as of the Restatement Effective Closing Date, each parcel of owned real property and each leasehold interest in real property located in the United States and held by the Borrower or any of its Subsidiaries that has Subsidiary Guarantor upon which a value, in Mortgage will be granted to the reasonable opinion of the Borrower, in excess of $5,000,000Administrative Agent.

Security Documents. The Administrative Agent shall have received the Security Agreement, the Pledge Agreement, Parent Guarantee Agreement and Subsidiary Guarantee Agreement, duly executed and delivered by the respective Loan Parties party thereto, together with the following: (ai) The Guarantee and Collateral Agreement is effective to create in favor all certificates representing all the outstanding shares of Equity Interests of the Administrative Agent, for the benefit Borrower and each Subsidiary owned by or on behalf of any Loan Party as of the Secured Parties Closing Date and required to be pledged under the Pledge Agreement (as defined in the Guarantee and Collateral Agreement), a legal, valid and enforceable security interest in the Collateral described therein and proceeds thereof. In the case of the Pledged Stock as defined and described in the Guarantee and Collateral Agreement, when except that stock certificates representing such Pledged Stock are delivered shares of common stock of a Foreign Subsidiary that is a CFC may be limited to the Administrative Agent, and in the case 66% of the other Collateral described in the Guarantee and Collateral Agreement outstanding shares of common stock of such first-tier Foreign Subsidiary), all promissory notes evidencing intercompany Indebtedness owed to any Loan Party as of the Restatement Effective Closing Date, when and stock powers and instruments of transfer, endorsed in blank, with respect to such stock certificates and promissory notes; (ii) all documents and instruments, including Uniform Commercial Code financing statements and other filings specified Intellectual Property Security Agreements, required by law or reasonably requested by the Administrative Agent to be filed, registered or recorded to create or perfect the Liens on Schedule 4.17 in appropriate form are filed in the offices specified Collateral owned or to be acquired on Schedule 4.17 or before the Closing Date and intended to be created under the extent such filings are effective to perfect a security interest in such Collateral, the Guarantee and Collateral Security Agreement shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral and the proceeds thereof, as security for Pledge Agreement; (iii) a completed Perfection Certificate dated the Obligations (as defined in the Guarantee Closing Date and Collateral Agreement) under the laws of the United States, in each case prior and superior in right to any other Person (except (i) in the case of Collateral other than Pledged Stock, Permitted Liens and (ii) in the case of Pledged Stock, statutory Liens signed by an executive officer or nonconsensual Liens); and (b) when executed, each of the Mortgage Amendments will be effective to continue in favor of the Administrative Agent, for the benefit of the Lenders, a legal, valid and enforceable Lien on the Mortgaged Properties described therein and proceeds thereof, and when the Mortgage Amendments are accepted for recording in the applicable recording offices, each such Mortgage shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in the Mortgaged Properties and the proceeds thereof, as security for the Obligations (as defined in the relevant Mortgage), in each case prior and superior in right to any other Person (except for any Permitted Lien other than Liens securing Indebtedness). Schedule 1.1F lists, as of the Restatement Effective Date, each parcel of owned real property and each leasehold interest in real property located in the United States and held by the Borrower or any of its Subsidiaries that has a value, in the reasonable opinion Financial Officer of the Borrower, together with all attachments contemplated thereby, including the results of a search of the Uniform Commercial Code (or equivalent) filings made with respect to the Loan Parties, in excess the jurisdictions contemplated by the Perfection Certificate and copies of $5,000,000the financing statements (or similar documents) disclosed by such search and evidence reasonably satisfactory to the Administrative Agent that the Liens indicated by such financing statements (or similar documents) are permitted by Section 6.02 or have been released; and (iv) except as set forth in Section 5.17, evidence that all other actions that the Administrative Agent may deem necessary or desirable in order to perfect and protect the first priority liens and security interests created under the Security Agreement and the Pledge Agreement has been taken (including, without limitation, receipt of duly executed payoff letters).

Security Documents. (aI) The Guarantee On the Initial Borrowing Date, each Credit Party shall have each duly authorized, executed and delivered a Pledge Agreement in the form of Exhibit H (as modified, amended or supplemented from time to time in accordance with the terms thereof and hereof, the "Pledge Agreement") and shall have delivered to the Collateral Agreement is effective to create in favor Agent, as pledgee thereunder, all of the Administrative Agentcertificates representing the Pledged Securities referred to therein, for endorsed in blank or accompanied by executed and undated stock powers, and the benefit Pledge Agreement shall be in full force and effect. (II) On the Initial Borrowing Date, each Credit Party shall have each duly authorized, executed and delivered a Security Agreement substantially in the form of the Secured Parties Exhibit I (as defined modified, supplemented or amended from time to time, the "Security Agreement") covering all of such Credit Party's present and future Security Agreement Collateral, in each case together with: (i) executed copies of Financing Statements (Form UCC-1) in appropriate form for filing under the UCC of each jurisdiction as may be necessary to perfect the security interests purported to be created by the Security Agreement; (ii) certified copies of Requests for Information or Copies (Form UCC-11), or equivalent reports, each of recent date listing all effective financing statements that name any Credit Party as debtor and that are filed in the Guarantee and Collateral Agreementjurisdictions referred to in clause (i), a legal, valid and enforceable security interest in together with copies of such financing statements (none of which shall cover the Collateral described therein and proceeds thereof. In except (x) those with respect to which appropriate termin- ation statements executed by the case of the Pledged Stock as defined and described in the Guarantee and Collateral Agreement, when stock certificates representing such Pledged Stock are secured lender thereunder have been filed or delivered to the Administrative Agent, Agent and in the case of the other Collateral described in the Guarantee and Collateral Agreement as of the Restatement Effective Date, when financing statements and other filings specified on Schedule 4.17 in appropriate form are filed in the offices specified on Schedule 4.17 (y) to the extent such evidencing Permitted Liens); (iii) evidence of the completion of all other recordings and filings are effective to perfect a security interest in such Collateralof, or with respect to, the Guarantee and Collateral Security Agreement shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral and the proceeds thereof, as security for the Obligations (as defined in the Guarantee and Collateral Agreement) under the laws of the United States, in each case prior and superior in right to any other Person (except (i) in the case of Collateral other than Pledged Stock, Permitted Liens and (ii) in the case of Pledged Stock, statutory Liens or nonconsensual Liens); and (b) when executed, each of the Mortgage Amendments will may be effective to continue in favor of the Administrative Agent, for the benefit of the Lenders, a legal, valid and enforceable Lien on the Mortgaged Properties described therein and proceeds thereof, and when the Mortgage Amendments are accepted for recording in the applicable recording offices, each such Mortgage shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in the Mortgaged Properties and the proceeds thereof, as security for the Obligations (as defined in the relevant Mortgage), in each case prior and superior in right to any other Person (except for any Permitted Lien other than Liens securing Indebtedness). Schedule 1.1F lists, as of the Restatement Effective Date, each parcel of owned real property and each leasehold interest in real property located in the United States and held by the Borrower or any of its Subsidiaries that has a valuenecessary or, in the reasonable opinion of the BorrowerCollateral Agent, desirable to perfect the security interests intended to be created by the Security Agreement; and (iv) evidence that all other actions necessary or, in excess the reasonable opinion of $5,000,000the Collateral Agent, desirable to perfect and protect the security interests purported to be created by the Security Agreement have been taken; and the Security Agreement shall be in full force and effect. (III) On the Initial Borrowing Date, the Collateral Agent shall have received: (i) fully executed counterpart of deed of trust, mortgage or similar document in form and substance satisfactory to the Collateral Agent (as amended, modified or supplemented from time to time in accordance with the terms thereof and hereof, a "Mortgage") with respect to the Mortgaged Property and arrangements satisfactory to the Collateral Agent shall be in place to provide that counterparts of the Mortgage shall be recorded on the Initial Borrowing Date in all places to the extent necessary or desirable, in the judgment of the Collateral Agent, effectively to create a valid and enforceable first priority mortgage Lien, subject only to Permitted Encumbrances, on such Mortgaged Property in favor of the Collateral Agent (or such other trustee as may be required or desired under local law) for the benefit of the Administrative Agent and the Lenders; (ii) a mortgagee title insurance policy (or binding commitment to issue such title insurance policy) issued by title insurers reasonably satisfactory to the Collateral Agent (the "Mortgage Policy") in amounts reasonably satisfactory to the Collateral Agent and assuring the Collateral Agent that the Mortgage is a valid and enforceable first priority mortgage Lien on the Mortgaged Property, free and clear of all defects and encumbrances except Permitted Encumbrances, and the Mortgage Policy shall be in form and substance reasonably satisfactory to the Collateral Agent and (A) shall include (to the extent available in the respective jurisdiction of the Mortgaged Property) an endorsement for future advances under this Agreement, the Notes and the Mortgage, and for such other matters that the Collateral Agent in its discretion may reasonably request, (B) shall not include an exception for mechanics' liens, and (C) shall provide for affirmative insurance and such reinsurance (includ- ing direct access agreements) as the Collateral Agent in its discretion may reasonably request; (iii) such estoppel letters, landlord waiver letters, non-disturbance letters and similar assurances as may have been requested by the Collateral Agent, which letters shall be in form and substance satisfactory to the Collateral Agent; and (iv) a survey in form and substance satisfactory to the Collateral Agent of the Mortgaged Property, dated a recent date and certified in a manner acceptable to the Collateral Agent by a licensed professional surveyor satisfactory to the Administrative Agent.

Security Documents. (a) The Guarantee and Collateral Agreement is effective to create in favor of the Administrative Collateral Agent, for the benefit of the Secured Parties (as defined in the Guarantee and Collateral Agreement)Parties, a legal, valid and enforceable security interest in the Collateral described therein and the proceeds thereof. In the case of (i) the Pledged Stock as defined and described in the Guarantee and Collateral AgreementAgreement (as defined therein), when stock certificates representing such Pledged Stock are delivered to the Administrative Collateral Agent, and (ii) security interests in the case of Investment Accounts that can be perfected by control, when the Account Control Agreements and the Depositary Agreement have been duly executed and delivered by the parties thereto, and (iii) security interests in the other Collateral described in the Guarantee and Collateral Agreement as that can be perfected by the filing of financing statements under the Restatement Effective DateUniform Commercial Code, when financing statements and other filings specified on Schedule 4.17 4.22(a) in appropriate form are filed in the offices specified on Schedule 4.17 to 4.22(a), the extent such filings are effective to perfect a security interest in such Collateral, Liens granted under the Guarantee and Collateral Agreement shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral and the proceeds thereof, as security for the Obligations (as defined in the Guarantee and Collateral Agreement) under the laws of the United States), in each case prior and superior in right to any other Person (except (iA) in the case of Collateral other than Pledged Stock, Permitted Liens and Liens, or (iiB) in the case of any Pledged Stock, statutory Liens (x) arising pursuant to the limited liability company agreements, partnership agreements or nonconsensual Liens); and other governing documents of the Loan Parties or applicable securities laws, (y) for taxes not yet due or delinquent or (z) arising pursuant to the Security Documents. (b) when executed, each of the The Mortgage Amendments will be is effective to continue create in favor of the Administrative Collateral Agent, for the benefit of the LendersSecured Parties, a legal, valid and enforceable Lien on the Mortgaged Properties real property interests described therein and the proceeds thereof, and when the Mortgage Amendments are accepted for recording is filed in the applicable recording officesoffice specified on Schedule 4.22(b), each such the Mortgage shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties Borrower in the Mortgaged Properties Property and the proceeds thereof, as security for the Obligations (as defined in the relevant Mortgage), in each case prior and superior in right to any other Person (except for any Permitted Lien other than Liens securing Indebtedness)Liens. Schedule 1.1F 1.1A lists, as of the Restatement Effective Closing Date, each parcel of owned real property and each leasehold interest in real property located in the United States and held by the Borrower or any of its Subsidiaries that has a value, in the reasonable opinion of the Borrower, in excess of $5,000,0001,500,000.

Security Documents. The Administrative Agent shall have received the Security Agreements, the Pledge Agreements and Guarantee Agreement, duly executed and delivered by the respective Loan Parties party thereto, together with the following: (ai) The Guarantee and Collateral Agreement is effective to create in favor all certificates representing all the outstanding shares of Equity Interests of the Administrative Agent, for the benefit U.S. Borrower and each Subsidiary owned by or on behalf of any Loan Party as of the Secured Parties Closing Date and required to be pledged under the Pledge Agreements (as defined in the Guarantee and Collateral Agreement), a legal, valid and enforceable security interest in the Collateral described therein and proceeds thereof. In the case of the Pledged Stock as defined and described in the Guarantee and Collateral Agreement, when except that stock certificates representing shares of common stock of a Foreign Subsidiary that is a CFC shall be limited to 65% of the total outstanding shares of common stock of such Pledged Stock are delivered first-tier Foreign Subsidiary), all promissory notes evidencing intercompany Indebtedness owed to any Loan Party as of the Closing Date, and stock powers and instruments of transfer, endorsed in blank, with respect to such stock certificates and promissory notes; (ii) all documents and instruments, including Uniform Commercial Code financing statements and Intellectual Property Security Agreement (or, in each case, the foreign equivalents thereof, if applicable), required by law or reasonably requested by the Administrative Agent to be filed, registered or recorded to create or perfect the Liens on the Collateral owned or to be acquired on or before the Closing Date and intended to be created under the Security Agreements and the Pledge Agreements; (iii) a completed Perfection Certificate dated the Closing Date and signed by an executive officer or Financial Officer of the U.S. Borrower, together with all attachments contemplated thereby, including the results of a search of the Uniform Commercial Code (or equivalent) filings made with respect to the Loan Parties, in the jurisdictions contemplated by the Perfection Certificate and copies of the financing statements (or similar documents) disclosed by such search and evidence reasonably satisfactory to the Administrative Agent, and in Agent that the case Liens indicated by such financing statements (or similar documents) are permitted by Section 6.02 or have been released or should be released upon the funding of the Loans; and (iv) except as set forth in Section 5.16, evidence that all other Collateral described action that the Administrative Agent may deem necessary or desirable in the Guarantee and Collateral Agreement as of the Restatement Effective Date, when financing statements and other filings specified on Schedule 4.17 in appropriate form are filed in the offices specified on Schedule 4.17 to the extent such filings are effective order to perfect a security interest in such Collateral, and protect the Guarantee and Collateral Agreement shall constitute a fully perfected Lien on, liens and security interest in, all right, title and interest of interests created under the Loan Parties in such Collateral Security Agreements and the proceeds thereofPledge Agreements, as security for with the Obligations (as defined in the Guarantee and Collateral Agreement) under the laws of the United States, in each case prior and superior in right to any other Person (except (i) in the case of Collateral other than Pledged Stock, Permitted Liens and (ii) in the case of Pledged Stock, statutory Liens or nonconsensual Liens); and (b) when executed, each of the Mortgage Amendments will be effective to continue in favor of the Administrative Agent, for the benefit of the Lenders, a legal, valid and enforceable Lien on the Mortgaged Properties described therein and proceeds thereof, and when the Mortgage Amendments are accepted for recording in the applicable recording offices, each such Mortgage shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in the Mortgaged Properties and the proceeds thereof, as security for the Obligations (as defined in the relevant Mortgage), in each case prior and superior in right to any other Person (except for any Permitted Lien other than Liens securing Indebtedness). Schedule 1.1F lists, as of the Restatement Effective Date, each parcel of owned real property and each leasehold interest in real property located in the United States and held priority required by the Borrower or any Intercreditor Agreement, has been taken (including, without limitation, receipt of its Subsidiaries that has a value, in the reasonable opinion of the Borrower, in excess of $5,000,000duly executed payoff letters).

Security Documents. (a) The Guarantee and Collateral Agreement is provisions of each Security Document are effective to create in favor of the Administrative Agent, Agent for the benefit of the Secured Parties (as defined in Administrative Agent and the Guarantee and Collateral Agreement), Lenders a legal, valid and enforceable security interest in the Collateral described therein all right, title and proceeds thereof. In the case interest of the Pledged Stock as defined and described Loan Party thereto in the Guarantee and Collateral Agreement, when stock certificates representing such Pledged Stock are delivered to the Administrative Agent, and in the case of the other Collateral "Collateral" described in the Guarantee and Collateral Agreement as of the Restatement Effective Date, when therein. (a) When proper Uniform Commercial Code financing statements and other filings specified on Schedule 4.17 or amendments to Uniform Commercial Code financing statements previously filed in appropriate form are connection with this Agreement have been filed in the offices specified on in the jurisdictions listed in Schedule 4.17 to 5.16, the extent such filings are effective to perfect a security interest in such Collateral, created by the Guarantee and 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 Borrower in the "Collateral" described therein, which can be perfected by such Collateral and filing. (i) When certificates representing the proceeds thereof, as security for the Obligations Pledged Stock (as defined in the Guarantee and Collateral Pledge Agreement) under the laws of the United States, in each case prior and superior in right are delivered to any other Person (except (i) in the case of Collateral other than Pledged Stock, Permitted Liens and (ii) in the case of Pledged Stock, statutory Liens or nonconsensual Liens); and (b) when executed, each of the Mortgage Amendments will be effective to continue in favor of the Administrative Agent, for the benefit together with stock powers endorsed in blank by a duly authorized officer of the Lenders, a legal, valid and enforceable Lien on the Mortgaged Properties described therein and proceeds pledgors thereof, and when the Mortgage Amendments are accepted for recording in security interest created by the applicable recording offices, each such Mortgage Pledge Agreement shall constitute a fully perfected first priority Lien on, and security interest in, all right, title and interest of the Loan Parties pledgors parties thereto in the Mortgaged Properties "Collateral" described therein. (ii) The Borrower does not own any property, or have any interest in any property, that is not subject to a fully perfected first priority Lien on, or security interest in, such property in favor of the Administrative Agent (for the benefit of the Administrative Agent and the proceeds thereofLenders), as security for the Obligations (as defined subject only to Liens permitted under Section 7.02 other than its ownership interests in the relevant Mortgage)Excluded Subsidiaries, in each case and, prior to the Permitted Securitization, Pinnacle Towers and superior in right to any other Person (except for any Permitted Lien other than Liens securing Indebtedness). Schedule 1.1F lists, as of the Restatement Effective Date, each parcel of owned real property and each leasehold interest in real property located in the United States and held by the Borrower or any of its Subsidiaries that has a value, in the reasonable opinion of the Borrower, in excess of $5,000,000Subsidiaries.

Security Documents. (a) The Guarantee Pledge and Collateral Security Agreement is effective to create in favor of the Administrative Collateral Agent, for the benefit of the Secured Parties (as defined in the Guarantee and Collateral Agreement)Parties, a legal, valid and enforceable security interest in the Collateral described therein and the proceeds thereof. In the case of (i) the Pledged Stock as defined and described in the Guarantee and Collateral AgreementStock, when stock certificates representing such Pledged Stock are delivered to the Administrative Collateral Agent together with stock powers duly endorsed in blank, (ii) the Pledged Notes, when the Pledged Notes endorsed in blank are delivered to the Collateral Agent, and (iii) security interests in the case of Investment Accounts that can be perfected by control, when the Depositary Agreement has been duly executed and delivered by the parties thereto, and (iv) security interests in the other Collateral described in the Guarantee Pledge and Collateral Security Agreement as that can be perfected by the filing of financing statements under the Restatement Effective DateUCC, when financing statements and other filings specified on Schedule 4.17 4.29(a) in appropriate form are filed in the offices specified on Schedule 4.17 to the extent such filings are effective to perfect a security interest in such Collateral4.29(a), the Guarantee Liens granted under the Pledge and Collateral Security Agreement shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral and the proceeds thereof, as security for the Secured Obligations (as defined in the Guarantee Pledge and Collateral Security Agreement) under the laws of the United States), in each case prior and superior in right to any other Person (except (i) in the case of Collateral other than Pledged Stock, Permitted Liens and Liens, or (ii) in the case of any Pledged Stock, statutory Liens (x) arising pursuant to the limited liability company agreements, partnership agreements or nonconsensual Liens); and other governing documents of the Loan Parties or applicable securities laws, (y) for taxes not yet due or delinquent or (z) arising pursuant to the Security Documents. (b) when executedWhen the Mortgages are executed in accordance with Section 6.11, each of the Mortgage Amendments will be Mortgages is effective to continue create in favor of the Administrative Collateral Agent, for the benefit of the LendersSecured Parties, a legal, valid and enforceable Lien on the Mortgaged Properties real property interests described therein and the proceeds thereof, and when the Mortgage Amendments such Mortgages are accepted for recording filed in the applicable recording officesoffices specified on Schedule 4.29(b), each such Mortgage shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties Borrower in the Mortgaged Properties and the proceeds thereof, as security for the Obligations (as defined in the relevant Mortgage), in each case prior and superior in right to any other Person (except for Permitted Liens. (c) Notwithstanding anything herein (including this Section 4.29) or in any Permitted Lien other than Liens securing Indebtedness). Schedule 1.1F listsCredit Document to the contrary, as the representations and/or warranties of the Restatement Effective DateLoan Parties as to the pledge or creation of any security interest, each parcel or the effects of owned real property and each leasehold perfection or non-perfection, the priority or enforceability of any pledge or security interest in real property located in made within thirty (30) days after the United States and held by applicable Funding Date (whether on a Funding Date or on any other date within such period when any such representation or warranty is made) are made subject to the Borrower or any of its Subsidiaries that has a value, in the reasonable opinion of the Borrower, in excess of $5,000,000Limited Conditionality Principles.

Security Documents. (a) The Guarantee and Collateral Agreement is effective to create in favor of the Administrative Collateral Agent, for the benefit of the Bank Facilities Secured Parties (as defined in the Guarantee and Collateral Agreement)Parties, a legal, valid and enforceable security interest in the Collateral described therein and proceeds thereof. In the case of the Pledged Stock as defined and described in the Guarantee and Collateral Agreement, when stock certificates representing such Pledged Stock are delivered to the Administrative Collateral Agent, and in the case of the other Collateral described in the Guarantee and Collateral Agreement as in which a security interest can be perfected by the filing of a financing statement under the Restatement Effective DateUCC, when financing statements and other filings specified on Schedule 4.17 5.19(a) in appropriate form are filed in the offices specified on Schedule 4.17 to the extent such filings are effective to perfect a security interest in such Collateral5.19(a), the Guarantee and Collateral Agreement shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral and the proceeds thereof, as security for the Obligations (as defined in the Guarantee and Collateral Agreement) under the laws of the United States), in each case prior and superior in right to any other Person (except (i) except, in the case of Collateral other than Pledged Stock, Permitted Liens and (ii) in permitted by Section 7.3), subject to the case terms of Pledged Stock, statutory Liens or nonconsensual Liens); and the Intercreditor Agreement. (b) when executed, each Each of the Mortgage Amendments will be Mortgages is effective to continue create in favor of the Administrative Collateral Agent, for the benefit of the LendersBank Facilities Secured Parties, a legal, valid and enforceable Lien on the Mortgaged Properties described therein and proceeds thereof, and when the Mortgage Amendments Mortgages are accepted for recording filed in the applicable recording officesoffices specified on Schedule 5.19(b), each such Mortgage shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in the Mortgaged Properties and the proceeds thereof, as security for the Obligations (as defined in the relevant Mortgage), in each case prior and superior in right to any other Person (except for any Permitted Lien other than the Permitted Encumbrances and the Liens securing Indebtednessthe Ford Loan as permitted under Section 7.3(i), subject to the terms of the Intercreditor Agreement. Schedule 1.1F 1.1B lists, as of the Restatement Effective Date, each parcel of owned real property and each leasehold interest in real property located in the United States and held by the Borrower Company or any of its Subsidiaries that has a value, in the reasonable opinion of the BorrowerCompany, in excess of $5,000,000.

Security Documents. Except as otherwise contemplated hereby or under any other Credit Document and subject to the limitations set forth in the Collateral Coverage Minimum: (a) The Guarantee each Security Document will, upon execution and Collateral Agreement is delivery thereof, be effective to create in favor of the Administrative Agent, Collateral Agent for the benefit of the Secured Parties (as defined in the Guarantee and Collateral Agreement)Parties, a legal, valid and enforceable Liens on, and security interest in interests in, the Collateral described therein and proceeds thereof. In the case of the Pledged Stock as defined and described in the Guarantee and Collateral Agreement, when stock certificates representing such Pledged Stock are delivered to the Administrative Agent, extent intended to be created thereby and in the case of the other Collateral described in the Guarantee and Collateral Agreement as of the Restatement Effective Date, (i) when financing statements and other filings specified on Schedule 4.17 in appropriate form are filed in the offices specified on Schedule 4.17 in the Collateral Agreement and (ii) upon the taking of possession or control by the Collateral Agent of such Collateral with respect to which a security interest may be perfected only by possession or control (which possession or control shall be given to the Collateral Agent to the extent possession or control by the Collateral Agent is required by the Collateral Agreement), the Liens created by the Security Documents shall constitute fully perfected Liens on, and security interests in (to the extent intended to be created thereby), all right, title and interest of the Grantors in such filings are Collateral to the extent perfection can be obtained by filing financing statements, possession or control, in each case subject to no Liens other than Liens permitted under this Agreement; and (b) upon recording thereof in the appropriate recording office, each Mortgage is effective to perfect a security interest create, in such Collateralfavor of the Collateral Agent, for its benefit and the Guarantee benefit of the Secured Parties, legal, valid and Collateral Agreement shall constitute a fully enforceable perfected Lien Liens on, and security interest in, all of the Credit Parties’ right, title and interest in and to the Mortgaged Properties thereunder and the proceeds thereof, subject only to Liens permitted under this Agreement, and when such Mortgage is filed in the appropriate office, such Mortgage shall constitute fully perfected Liens on, and security interests in, all right, title and interest of the Loan Credit Parties in such Collateral the Mortgaged Properties and the proceeds thereof, as security for the Obligations (as defined in the Guarantee and Collateral Agreement) under the laws of the United States, in each case prior and superior in right to any other Person (except (i) in the case of Collateral other than Pledged Stockperson, Permitted Liens and (ii) in the case of Pledged Stock, statutory Liens or nonconsensual Liens); and (b) when executed, each of the Mortgage Amendments will be effective to continue in favor of the Administrative Agent, for the benefit of the Lenders, a legal, valid and enforceable Lien on the Mortgaged Properties described therein and proceeds thereof, and when the Mortgage Amendments are accepted for recording in the applicable recording offices, each such Mortgage shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in the Mortgaged Properties and the proceeds thereof, as security for the Obligations (as defined in the relevant Mortgage), in each case prior and superior in right to any other Person (except for any Permitted Lien other than Liens securing Indebtedness). Schedule 1.1F lists, as of the Restatement Effective Date, each parcel of owned real property and each leasehold interest in real property located in the United States and held by the Borrower or any of its Subsidiaries that has a value, in the reasonable opinion of the Borrower, in excess of $5,000,000permitted under this Agreement.

Security Documents. (a) The Guarantee and Collateral Agreement is effective to create in favor of the Administrative Agent, for the benefit of the Secured Parties (as defined in the Guarantee and Collateral Agreement)Lenders, a legal, valid and enforceable security interest in the Collateral described therein and proceeds thereof. In the case of the Pledged Stock as defined and described in the Guarantee and Collateral Agreement, when stock certificates representing such Pledged Stock are delivered to the Administrative Agent, and in the case of the other Collateral described in the Guarantee and Collateral Agreement as of the Restatement Effective DateAgreement, when financing statements and other filings specified on Schedule 4.17 in appropriate form are filed in the offices specified on Schedule 4.17 to 4.19(a) (or, in the extent such filings are effective to perfect a security interest case of Collateral granted by Bumble Bee and its Subsidiaries, Schedule 4.19(a)-A and, in such Collateralthe case of Collateral granted by DM US Holding, Corp. or Creative Products, Inc. of Rossville, Schedule 4.19(a)-B), the Guarantee and Collateral Agreement shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral and the proceeds thereof, as security for the Obligations (as defined in the Guarantee and Collateral Agreement) under the laws of the United States), in each case prior and superior in right to any other Person (subject, except (i) in the case of Collateral other than such Pledged Stock, Permitted to Liens and permitted by paragraphs (iia) in the case through (f) of Pledged Stock, statutory Liens or nonconsensual Liens); and Section 7.3. (b) when executed, each Each of the Mortgage Amendments will be Mortgages is effective to continue create in favor of the Administrative Agent, for the benefit of the Lenders, a legal, valid and enforceable Lien on the Mortgaged Properties described therein and proceeds thereof, and when the Mortgage Amendments Mortgages are accepted for recording filed in the applicable recording officesoffices specified on Schedule 4.19(b) (or, in the case of Mortgages granted by Bumble Bee and its Subsidiaries, Schedule 4.19(b)-A), each such Mortgage shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in the Mortgaged Properties and the proceeds thereof, as security for the Obligations (as defined in the relevant Mortgage), in each case prior and superior in right to any other Person (except for any Permitted Lien other than Liens securing Indebtedness). Schedule 1.1F lists, as of the Restatement Effective Date, each parcel of owned real property and each leasehold interest in real property located in the United States and held by the Borrower or any of its Subsidiaries that has a value, in the reasonable opinion of the Borrower, in excess of $5,000,000.security

Security Documents. (a) The Guarantee and Collateral Agreement is effective to create creates in favor of the Administrative Collateral Agent, for the ratable benefit of the Secured Parties (as defined in the Guarantee and Collateral Agreement)Parties, a legal, valid and enforceable security interest in the Collateral described therein and proceeds thereof. In the case of the Pledged Stock (as defined and described in the Guarantee and Collateral Agreement) and the proceeds thereof, when stock certificates representing such Pledged Stock are delivered subject to the Administrative Agenteffects of bankruptcy, insolvency or similar laws affecting creditors’ rights generally and general equitable principles, and in the case of the other (i) with respect to all Pledged Collateral described (as defined in the Guarantee and Collateral Agreement as Agreement) previously delivered to and in possession of the Restatement Effective DateCollateral Agent or, when in the case of Pledged Collateral (as defined in the Guarantee and Collateral Agreement) that is Term Loan/Notes Priority Collateral, previously delivered to and in possession of the Senior-Priority Collateral Agent, the Lien created under the Guarantee and Collateral Agreement constitutes, or in the case of Pledged Collateral to be delivered to the Collateral Agent or the Senior-Priority Collateral Agent in the future will constitute, a fully perfected first priority Lien (or, with respect to the Term Loan/Notes Priority Collateral, a fully perfected second priority Lien) on, and security interest in, all right, title and interest of the Loan Parties in such Pledged Collateral as to which perfection may be obtained by such actions, in each case prior and superior in right to any other person (other than the rights of persons pursuant to (x) Liens permitted by Section 6.02(z) and (y) Liens permitted by Section 6.02 having priority by operation of law), and (ii) with the previous filing of financing statements and other filings in the offices specified on Schedule 4.17 3.19(a), the Lien created under the Guarantee and Collateral Agreement constitutes, or in the case of financing statements in appropriate form are to be filed in the offices specified on Schedule 4.17 3.19(a) (as such schedule may be updated from time to time; provided that such schedules shall be deemed to be updated when the extent such filings are effective to perfect a security interest Borrower provides the relevant information in such Collateralaccordance with the Guarantee and Collateral Agreement), 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) as to which perfection may be obtained by such filings, 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, with respect to the Term Loan/Notes Priority Collateral, the Senior-Priority Collateral Agent. (b) The Guarantee and Collateral Agreement (or a short form security agreement in form and substance reasonably satisfactory to the Borrower and the Collateral Agent), together with the filings made pursuant to the Guarantee and Collateral Agreement currently on file with the United States Patent and Trademark Office and the United States Copyright Office and the financing statements currently on file in the offices specified on Schedule 3.19(a), constitutes, or in the case of financing statements in appropriate form to be filed in the offices specified on Schedule 3.19(a) (as such schedule may be updated from time to time; provided that such schedules shall be deemed to be updated when the Borrower provides the relevant information in accordance with the Guarantee and Collateral Agreement), 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 Guarantee and Collateral Agreement) in which a security interest may be perfected by filing security agreements in the United States and its territories and possessions, in each case prior and superior in right to any other person other than with respect to Liens permitted pursuant to Section 6.02 (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 Restatement Date). (c) The Mortgages have been duly executed and have been 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, with the previous filing of the Mortgages in the applicable jurisdictions, the Mortgages constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral Mortgaged Property and the proceeds thereof, as security for the Obligations (as defined in the Guarantee and Collateral Agreement) under the laws of the United States, in each case prior and superior in right to any other Person (except (i) in the case of Collateral person, other than Pledged Stock, Permitted with respect to the rights of persons pursuant to Liens and (ii) in the case of Pledged Stock, statutory Liens or nonconsensual Liens); and (b) when executed, each of the Mortgage Amendments will be effective to continue in favor of the Administrative Agent, for the benefit of the Lenders, a legal, valid and enforceable Lien on the Mortgaged Properties described therein and proceeds thereof, and when the Mortgage Amendments are accepted for recording in the applicable recording offices, each such Mortgage shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in the Mortgaged Properties and the proceeds thereof, as security for the Obligations (as defined in the relevant Mortgage), in each case prior and superior in right to any other Person (except for any Permitted Lien other than Liens securing Indebtedness). Schedule 1.1F lists, as of the Restatement Effective Date, each parcel of owned real property and each leasehold interest in real property located in the United States and held expressly permitted by the Borrower or any of its Subsidiaries that has a value, in the reasonable opinion of the Borrower, in excess of $5,000,000Section 6.02.

Security Documents. (a) The Guarantee and Collateral Agreement is effective to create in favor of the Administrative AgentCollateral Trustee, for the ratable benefit of the Secured Parties (as defined in the Guarantee and Collateral Agreement)Parties, a legal, valid valid, binding and enforceable security interest in the Collateral described therein and proceeds thereof. In thereof (other than money not constituting identifiable proceeds of any Collateral), subject to applicable insolvency, bankruptcy, reorganization, moratorium, fraudulent transfer and other laws now or hereafter in effect generally affecting rights of creditors and (including with respect to specific performance) principles of equity, whether considered in a proceeding in equity or in law and to the discretion of the court before which any proceeding therefor may be brought, and (i) in the case of the Pledged Stock as defined and described in Securities, upon the Guarantee and Collateral Agreement, earlier of (A) when stock certificates representing such Pledged Stock Securities are delivered to the Administrative Agent, Collateral Trustee and in the case of the other Collateral described in the Guarantee and Collateral Agreement as of the Restatement Effective Date, (B) when financing statements and other filings specified on Schedule 4.17 in appropriate form are filed in the offices specified on Schedule 4.17 3.19(a), (ii) in the case of Deposit Accounts not constituting Excluded Perfection Assets or Counterparty Accounts, by the execution and delivery of control agreements providing for “control” as described in Section 9-104 of the UCC, (iii) in the case of Securities Accounts not constituting Excluded Perfection Assets or Counterparty Accounts, upon the earlier of (A) the filing of financing statements in the offices specified on Schedule 3.19(a) and (B) the execution and delivery of control agreements providing for “control” as described in Section 9-106 of the UCC and (iv) in the case of all other Collateral described therein (other than Excluded Perfection Assets, Intellectual Property Collateral, money not credited to a Deposit Account or letter of credit rights not constituting supporting obligations), when financing statements in appropriate form are filed in the extent such filings are effective to perfect a security interest in such Collateraloffices specified on Schedule 3.19(a), the Guarantee and Collateral Agreement shall constitute a fully perfected Lien on, all right, title and interest of the Secured Parties in such Collateral and proceeds thereof, as security for the Guaranteed Obligations hereunder, in each case prior and superior to the rights of any other Person (except, in the case of all Collateral other than Pledged Securities in the possession of the Collateral Trustee, with respect to Permitted Liens, and in respect of Pledged Securities in the possession of the Collateral Trustee, the Permitted Liens set forth in clause (g) of the definition thereof and with respect to any other Priority Lien Obligations). (b) Each Intellectual Property Security Agreement is effective to create in favor of the Collateral Trustee, for the ratable benefit of the Secured Parties, a legal, valid, binding and enforceable security interest in the Intellectual Property Collateral described therein and proceeds thereof (other than money not constituting identifiable proceeds of any Intellectual Property Collateral), subject to applicable insolvency, bankruptcy, reorganization, moratorium, fraudulent transfer and other laws now or hereafter in effect generally affecting rights of creditors and (including with respect to specific performance) principles of equity, whether considered in a proceeding in equity or in law and to the discretion of the court before which any proceeding therefor may be brought. When each Intellectual Property Security Agreement is filed in the United States Patent and Trademark Office and the United States Copyright Office, respectively, together with financing statements in appropriate form filed in the offices specified in Schedule 3.19(a), in each case within the time period prescribed by applicable law, such Intellectual Property Security Agreement shall constitute a fully perfected Lien on, and security interest inin (if and to the extent perfection may be achieved by such filings), all right, title and interest of the Loan Parties grantors thereunder in such Collateral and the proceeds thereofIntellectual Property Collateral, as security for the Guaranteed Obligations (as defined in the Guarantee and Collateral Agreement) under the laws of the United Stateshereunder, in each case prior and superior in right to any other Person (except with respect to Permitted Liens) (i) it being understood that subsequent recordings in the case of Collateral other than Pledged StockUnited States Patent and Trademark Office and the United States Copyright Office may be necessary to perfect a Lien on registered trademarks, Permitted Liens trademark applications, patents, patent applications, copyright registrations and copyright applications acquired by the grantors after the Closing Date). (iic) in the case of Pledged Stock, statutory Liens or nonconsensual Liens); and (b) when executed, each Each of the Mortgage Amendments will be Mortgages is effective to continue create in favor of the Administrative AgentCollateral Trustee, for the ratable benefit of the LendersSecured Parties, a legal, valid valid, binding, subsisting and enforceable Lien on on, and security interest in all of the Loan Parties’ right, title and interest in and to the Mortgaged Properties Property described therein and proceeds thereofthereof (other than money not constituting identifiable proceeds of any Mortgaged Property), subject to applicable insolvency, bankruptcy, reorganization, moratorium, fraudulent transfer and other laws now or hereafter in effect generally affecting rights of creditors and (including with respect to specific performance) principles of equity, whether considered in a proceeding in equity or in law, and when to the Mortgage Amendments discretion of the court before which any proceeding therefor may be brought. When the Mortgages are accepted for recording filed in the applicable recording officesoffices 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 Loan Parties grantors thereof in the such Mortgaged Properties Property and the proceeds thereof, as security for the Guaranteed Obligations (as defined in the relevant Mortgage)hereunder, in each case prior and superior in right to any other Person (except for any the Permitted Liens set forth in clauses (e), (f), (g), (h), (i), (j) (solely with respect to Permitted Refinancing Indebtedness refinancing Indebtedness secured by a Permitted Lien other than Liens securing Indebtednessset forth in clause (e). Schedule 1.1F lists, as (g), (h), (i), (m) or (o) of the Restatement Effective Datedefinition thereof), each parcel of owned real property (m), (o) and each leasehold interest in real property located in the United States and held by the Borrower or any of its Subsidiaries that has a value, in the reasonable opinion (x) of the Borrower, in excess of $5,000,000definition thereof and with respect to any other Priority Lien Obligations).

Security Documents. (a) The Guarantee and Collateral Agreement and each Foreign Pledge Agreement is effective to create in favor of the Administrative Senior Collateral Agent, for the benefit of the Secured Parties (as defined in the Guarantee and Collateral Agreement)Parties, a legal, valid and enforceable security interest in the Collateral described therein and proceeds thereof. Each Blocked Account Control Agreement is effective to create in favor of the Interim Administrative Agent, for the benefit of the "secured parties" as defined in the Interim Credit Agreement, a legal, valid and enforceable security interest in the Collateral described therein and the proceeds thereof. In the case of the Pledged Stock as defined and described in the Guarantee and Collateral Agreement and each Foreign Pledge Agreement, when stock certificates representing such Pledged Stock are delivered to the Administrative AgentSenior Collateral Agent or such other actions specified in each Foreign Pledge Agreement in respect of Borrower’s UK and Irish first-tier Subsidiaries are taken, and in the case of the other Collateral described in the Guarantee and Collateral Agreement as of the Restatement Effective Date, (other than deposit accounts) when financing statements and other filings specified on Schedule 4.17 5.19(a) of the Disclosure Letter in appropriate form are filed in the offices specified on Schedule 4.17 to 5.19(a) of the extent such filings are effective to perfect a security interest in such CollateralDisclosure Letter, the Guarantee and Collateral Agreement and each such Foreign Pledge Agreement shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral and the proceeds thereof, as security for the Obligations (as defined in the Guarantee and Collateral Agreement) under the laws of the United StatesSenior Obligations, in each case prior and superior in right to any other Person (except except, (ix) in the case of the Blocked Accounts, Liens in favor of the Interim Administrative Agent and (y) in the case of Collateral other than Pledged StockStock and the Blocked Accounts, Permitted Liens and (ii) in permitted by Section 8.3). In the case of Pledged StockCollateral described in the Blocked Account Control Agreements, statutory Liens or nonconsensual Liens); when each Blocked Account Control Agreement is executed and (b) when executeddelivered by all parties thereto, each of the Mortgage Amendments will be effective to continue in favor of the Interim Administrative Agent, for the benefit of the Lenders"secured parties" as defined in the Interim Credit Agreement, shall have a fully perfected Lien on, and security interest in, all right, title and interest of the Borrower in such Collateral and the proceeds thereof, as security for the Interim Obligations (as defined in the Interim Credit Agreement), prior and superior in right to any other Person except as provided under the applicable Blocked Account Control Agreement with respect to the securities intermediary a party thereto. In the case of Collateral that consists of deposit accounts, when a Control Agreement is executed and delivered by all parties thereto with respect to such accounts, the Senior Collateral Agent, for the benefit of the Secured Parties, shall have a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral and the proceeds, prior and superior in right to any other Person except as provided under the applicable Control Agreement with respect to the securities intermediary a party thereto. (b) Each of the Mortgages (if any) is effective to create in favor of the Senior Collateral Agent, for the benefit of the Secured Parties, a legal, valid and enforceable Lien on the Mortgaged Properties real properties described therein and proceeds thereof, and when the Mortgage Amendments Mortgages are accepted for recording filed in the applicable recording officesoffices specified therein, each such Mortgage shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in the Mortgaged Properties real properties described therein and the proceeds thereof, as security for the Obligations (as defined in the relevant Mortgage), in each case prior and superior in right to any other Person (except for any Permitted Lien other than Liens securing Indebtednesspermitted by Section 8.3). Schedule 1.1F lists, as of the Restatement Effective Date, each parcel of owned real property and each leasehold interest in real property located in the United States and held by the Borrower or any of its Subsidiaries that has a value, in the reasonable opinion of the Borrower, in excess of $5,000,000.

Security Documents. (a) The Guarantee and Collateral Agreement is effective to create in favor of the Administrative Collateral Agent, for the benefit of the Secured Parties (as defined in the Guarantee and Collateral Agreement)Parties, a legal, valid and enforceable security interest in the Collateral described therein (other than Excluded Collateral) of a type in which a security interest can be created under Article 9 of the UCC (including any proceeds of any such item of Collateral). The Canadian Collateral Agreement is effective to create in favor of the Collateral Agent, for the benefit of the Secured Parties, a legal, valid and enforceable security interest in the Collateral described therein (other than Excluded Collateral) of a type in which a security interest can be created under the PPSA (including any proceeds thereofof any such item of Collateral). In the case of (i) the Pledged Stock as defined and Securities described in the Guarantee and Collateral AgreementAgreement and the Canadian Collateral Agreement (in each case, other than Excluded Collateral), when any stock certificates or notes, as applicable, representing such Pledged Stock Securities are delivered to the Administrative AgentCollateral Agent (or, and in the case of Pledged Securities that are Term Facility First Priority Collateral, the Designated Term Loan Agent) together with any proper indorsements executed in blank and such other actions have been taken with respect to the Pledged Securities of Foreign Subsidiaries as are required under the applicable law of the jurisdiction of organization of the applicable Foreign Subsidiary (it being understood that no such actions under applicable law of the jurisdiction of organization of the applicable Foreign Subsidiary shall be required by any Loan Document) and (ii) the other Collateral described in the Guarantee and Collateral Agreement as of and the Restatement Effective DateCanadian Collateral Agreement (in each case, other than Excluded Collateral), when financing statements and other filings specified on Schedule 4.17 in appropriate form are filed in the offices specified on Schedule 4.17 (or, in the case of other Collateral not in existence on the Closing Date, such other offices as may be appropriate) (which financing statements have been duly completed and executed (as applicable) and delivered to the extent Collateral Agent) and such other filings as are effective to perfect a security interest specified on Schedule 4.17 are made (or, in the case of other Collateral not in existence on the Closing Date, such Collateralother filings as may be appropriate), the Guarantee and Collateral Agreement Agent shall constitute have a fully perfected first priority Lien (or, with respect to the Term Facility First Priority Collateral, a fully perfected second priority Lien) on, and security interest in, all right, title and interest of the Loan Parties in such Collateral (including any proceeds of any item of Collateral) (to the extent a security interest in such Collateral can be perfected through the filing of such documents and financing statements in the offices specified on Schedule 4.17 (or, in the case of other Collateral not in existence on the Closing Date, such other offices as may be appropriate) and the proceeds thereofother filings specified on Schedule 4.17 (or, in the case of other Collateral not in existence on the Closing Date, such other filings as may be appropriate), and through the delivery of the Pledged Securities required to be delivered on the Closing Date), as security for the Obligations (as defined in the Guarantee and Collateral Agreement) under the laws of the United StatesSecured Obligations, in each case prior and superior in right to the Lien of any other Person (except (i) in the case of Collateral other than Pledged StockSecurities that comprise stock of wholly-owned Subsidiaries, Permitted Liens permitted by Section 7.3 and (ii) in Liens having priority by operation of law) to the case of Pledged Stockextent required by the Guarantee and Collateral Agreement or the Canadian Collateral Agreement, statutory Liens or nonconsensual Liens); and as applicable. (b) when executedUpon the execution and delivery of any Mortgage to be executed and delivered pursuant to Section 6.8(b), each of the such Mortgage Amendments will shall be effective to continue create in favor of the Administrative Agent, Collateral Agent for the benefit of the Lenders, Secured Parties a legal, valid and enforceable Lien on the Mortgaged Properties Property described therein and proceeds thereof, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law) and the implied covenants of good faith and fair dealing; and when the such Mortgage Amendments are accepted for recording is filed in the applicable recording officesoffice designated by the Borrower and all relevant mortgage taxes and recording charges are duly paid, each such Mortgage shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the applicable Loan Parties Party in the such Mortgaged Properties Property and the proceeds thereof, as security for the Obligations (as defined in the relevant Mortgage), in each case prior subject only to Liens permitted by Section 7.3 or other encumbrances or rights permitted by the relevant Mortgage. (c) Each Security Document to which a Non-US Guarantor is a party is effective to create in favor of the Collateral Agent, for the benefit of the Secured Parties, a legal, valid and superior enforceable security interest in right to any other Person the Collateral described therein (except for any Permitted Lien other than Liens securing Indebtedness). Schedule 1.1F lists, as of Excluded Collateral) subject to the Restatement Effective Date, each parcel of owned real property and each leasehold interest limitations set forth in real property located in the United States and held by the Borrower or any of its Subsidiaries that has a value, in the reasonable opinion of the Borrower, in excess of $5,000,000such Security Document.

Security Documents. (a) The Guarantee and Collateral Security Agreement is effective to create in favor of the Administrative Agent, for the benefit of the Secured Parties (as defined in the Guarantee and Collateral Agreement)Lenders, a legal, valid and enforceable (subject to the effect of bankruptcy, insolvency, reorganization, receivership, moratorium and other similar laws affecting creditors’ rights) security interest interests in the Collateral described therein and proceeds thereof. In the case of the Pledged Stock as defined and described in the Guarantee and Collateral Security Agreement, when stock certificates representing such Pledged Stock are delivered to the Administrative AgentAgent together with the necessary endorsements, and in the case of the other Collateral described in the Guarantee and Collateral Agreement as any of the Restatement Effective DateSecurity Documents, when financing statements and other filings specified on Schedule 4.17 4.19 in appropriate form are filed in the offices specified on Schedule 4.17 to the extent such filings are effective to perfect a security interest in such Collateral4.19, the Guarantee and Collateral Security Agreement shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral and the proceeds thereof, as security for the their respective Obligations (as defined in the Guarantee and Collateral Security Agreement) under to the laws of extent a Lien on such Collateral (other than the United StatesPledged Stock) can be perfected pursuant to such financing statements and such other filings, in each case prior and superior in right to any other Person (except (i) except, in the case of Collateral other than Pledged Stock, Permitted Liens and (ii) in the case of Pledged Stock, statutory Liens or nonconsensual Liens); and . (b) when executed, each Each of the Mortgage Amendments will be Mortgages is effective to continue create in favor of the Administrative Agent, for the benefit of the Lenders, a legal, valid and enforceable (subject to the effect of bankruptcy, insolvency, reorganization, receivership, moratorium and other similar laws affecting creditors’ rights) Lien on the Mortgaged Properties described therein and proceeds thereof, and when the Mortgage Amendments Mortgages are accepted for recording filed in the applicable appropriate recording offices, each such Mortgage shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in the Mortgaged Properties and the proceeds thereof, as security for the Obligations (as defined in the relevant Mortgage), in each case prior and superior in right to any other Person (except for any Permitted Lien other than Liens securing Indebtedness). Schedule 1.1F lists, as of that the Restatement Effective Date, each parcel of owned security interest created in such real property and each leasehold interest in real property located in the United States and held by the Borrower or any of its Subsidiaries that has a value, in the reasonable opinion of the Borrower, in excess of $5,000,000Mortgaged Property may be subject to Permitted Liens).

Security Documents. (ai) The Guarantee On the Tender Offer Closing Date, the Company and Collateral each Initial Subsidiary Guarantor shall have duly authorized, executed and delivered a Pledge Agreement is effective to create substantially in favor the form of the Administrative Agent, for the benefit of the Secured Parties Exhibit G hereto (as defined modified, amended or supplemented from time to time in accordance with the Guarantee terms thereof and Collateral hereof, the "Pledge Agreement"), a legal, valid and enforceable security interest in the Collateral described therein and proceeds thereof. In the case of the Pledged Stock as defined and described in the Guarantee and Collateral Agreement, when stock certificates representing such Pledged Stock are shall have delivered to the Administrative Collateral Agent, as pledgee thereunder, all of the certificates representing the Pledged Securities referred to therein, endorsed in blank or accompanied by exe- cuted and undated stock powers, and the Pledge Agreement shall be in full force and effect. (ii) On the Tender Offer Closing Date, the Company and each Initial Subsidiary Guarantor shall have duly authorized, executed and delivered a Security Agreement substantially in the case form of the other Collateral described in the Guarantee and Collateral Agreement as Exhibit H (A) executed copies of the Restatement Effective Date, when financing statements and other filings specified on Schedule 4.17 Financing Statements (Form UCC-1) in appropriate form for filing under the UCC of each jurisdiction as may be reasonably necessary to perfect all the security interests purported to be created by the Security Agreement, it being understood that perfected security interests shall be (x) required in respect of only 80% of the aggregate inventory of the Company and the Subsidiary Guarantors and (y) not required in respect of immaterial equipment located in states other than those in which the Company and the Subsidiary Guarantors have their significant operations; (B) copies of Requests for Information or copies (Form UCC- 11), or equivalent reports, each of recent date listing all effective financing statements that name each such Person as debtor and that are filed in the offices specified on Schedule 4.17 jurisdictions referred to in clause (A), together with copies of such financing statements (none of which shall cover the Collateral except (x) those with respect to which appropriate termination statements executed by the secured lender thereunder have been delivered to the Collateral Agent and (y) to the extent such evidencing Liens permitted pursuant to Section 8.03(d)); (C) evidence of the completion of all recordings and filings are effective to perfect a security interest in such Collateralof, or with respect to, the Guarantee and Collateral Security Agreement shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral and the proceeds thereof, as security for the Obligations (as defined in the Guarantee and Collateral Agreement) under the laws of the United States, in each case prior and superior in right to any other Person (except (i) in the case of Collateral other than Pledged Stock, Permitted Liens and (ii) in the case of Pledged Stock, statutory Liens or nonconsensual Liens); and (b) when executed, each of the Mortgage Amendments will may be effective to continue in favor of the Administrative Agent, for the benefit of the Lenders, a legal, valid and enforceable Lien on the Mortgaged Properties described therein and proceeds thereof, and when the Mortgage Amendments are accepted for recording in the applicable recording offices, each such Mortgage shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in the Mortgaged Properties and the proceeds thereof, as security for the Obligations (as defined in the relevant Mortgage), in each case prior and superior in right to any other Person (except for any Permitted Lien other than Liens securing Indebtedness). Schedule 1.1F lists, as of the Restatement Effective Date, each parcel of owned real property and each leasehold interest in real property located in the United States and held by the Borrower or any of its Subsidiaries that has a valuenecessary or, in the reasonable opinion of the BorrowerCollateral Agent, desirable to perfect the security interests intended to be created thereunder or other evidence reasonably satisfactory to the Collateral Agent that such recordings and filings shall be completed promptly after the Tender Offer Closing Date; and (D) evidence that all other actions necessary or, in excess the reasonable opinion of $5,000,000the Collateral Agent, desirable to perfect and protect the security interests purported to be created by the Security Agreement have been taken or will be taken promptly after the Initial Borrowing Date.

Security Documents. (a) The US Guarantee and Collateral Agreement is effective to create in favor of the Administrative Agent, for the benefit of the Secured Parties (as defined in the Guarantee and Collateral Agreement)Lenders, a legal, valid and enforceable security interest in the Collateral described therein (and proceeds thereof) of the type in which a security interest can be created under Article 9 of the New York UCC (as defined in the US Guarantee and Collateral Agreement). In the case of the Pledged Stock as defined and described in the US Guarantee and Collateral Agreement, when stock certificates representing such Pledged Stock are delivered to the Administrative Agent, and in the case of the other Collateral described in the US Guarantee and Collateral Agreement as of the Restatement Effective DateAgreement, when financing statements and other filings specified on Schedule 4.17 4.19(a) in appropriate form are filed in the offices specified on Schedule 4.17 to the extent such filings are effective to perfect a security interest in such Collateral4.19(a), the Guarantee and Collateral Agreement Administrative Agent shall constitute have a fully perfected Lien on, and security interest in, all right, title and interest of the US Loan Parties in such Collateral and the proceeds thereofthereof (to the extent a security interest in such Collateral and any proceeds thereof can be perfected through the filing of financing statements in the offices specified on Schedule 4.19(a) as of the Closing Date, and through delivery of the Pledged Stock required to be delivered on the Closing Date), as security for the Obligations (as defined in the US Guarantee and Collateral Agreement) under the laws of the United States), in each case prior and superior in right to any other Person (except (ix) in the case of Collateral other than Pledged Stock, Permitted Liens permitted by Section 7.3 and (iiy) in the case for Liens having priority by operation of Pledged Stock, statutory Liens or nonconsensual Lienslaw); and . (b) when executed, each Each of the Mortgage Amendments will be Mortgages is effective to continue create in favor of the Administrative Agent, for the benefit of the Lenders, a legal, valid and enforceable Lien on the Mortgaged Properties described therein and proceeds thereof, and when the Mortgage Amendments Mortgages are accepted for recording filed in the applicable recording officesoffices specified on Schedule 4.19(b), each such Mortgage shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the US Loan Parties in the Mortgaged Properties and the proceeds thereof, as security for the Obligations (as defined in the relevant Mortgage), in each case prior and superior in right to any other Person (except for any Permitted Lien other than Liens securing Indebtedness)Person. Schedule 1.1F 1.1B lists, as of the Restatement Effective Closing Date, (i) each parcel of owned real property located in the United States and owned by the Parent Borrower or any of its Domestic Subsidiaries and (ii) each leasehold interest in real property located in the United States and held by the Parent Borrower or any of its Domestic Subsidiaries that has a fair market value, in the reasonable opinion of the Parent Borrower, in excess of $5,000,000. (c) The Canadian Guarantee and Collateral Agreement is, effective to create in favor of the Administrative Agent, for the benefit of the Lenders, a legal, valid and enforceable security interest (or hypothec, if applicable) in the Collateral described therein. In the case of the Pledged Stock described in the Canadian Guarantee and Collateral Agreement, when stock certificates representing such certificated Pledged Stock are delivered to the Administrative Agent, and in the case of the other Collateral described in the Canadian Guarantee and Collateral Agreement, when (i) financing statements and other filings specified on Schedule 4.19(c) in appropriate form are filed in the offices specified on Schedule 4.19(c), (ii) other actions specified on Schedule 4.19(c) are taken and (iii) all applicable filings are made in the Register of Personal and Moveable Real Rights in Québec, the Administrative Agent shall have a fully perfected Lien on, and security interest (or hypothec, if applicable) in, all right, title and interest of the Loan Parties in such Collateral, as security for the Canadian Obligations (as defined in the Canadian Guarantee and Collateral Agreement), in each case prior and superior in right to any other person (except, in the case of Collateral other than the Pledged Stock, Liens permitted by Section 7.3).